Posting of Scheme Document

 

TIDMSRG TIDMADO 
 
RNS Number : 7120Y 
Spring Group PLC 
08 September 2009 
 
+------------------------------------------------+--------------------------+ 
| For immediate release                          |         8 September 2009 | 
+------------------------------------------------+--------------------------+ 
 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO 
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF 
THE RELEVANT LAWS IN THAT JURISDICTION 
Recommended Cash Offer 
for 
Spring Group plc 
by 
Adecco UK Holdco Limited 
(a wholly-owned subsidiary of Adecco S.A.) 
to be effected by means of a Scheme of Arrangement under Part 26 of the 
Companies Act 2006 
Posting of Scheme Document 
Further to the announcement on 11 August 2009 by Spring Group plc ("Spring") and 
Adecco UK Holdco Limited ("BidCo") regarding a recommended cash offer to be made 
by BidCo, a wholly-owned subsidiary of Adecco S.A. ("Adecco"), for the 
entire issued and to be issued share capital of Spring, Spring announces that it 
has today posted the circular to all Spring Shareholders (the "Scheme Document") 
containing, amongst other things, (i) the terms of the court-sanctioned scheme 
of arrangement under Part 26 of the Companies Act 2006 (the "Act") by which the 
acquisition of Spring (the "Scheme") is expected to be effected; and (ii) an 
explanatory statement relating to the Scheme pursuant to Part 26 of the Act. 
The Court Meeting and the General Meeting to approve the Scheme are scheduled to 
be held on 30 September 2009. Subject to, amongst other things, approval at the 
relevant meetings, the Scheme is expected to become Effective on or around 
20 October 2009. 
FSA Document Viewing Facility 
Copies of the Scheme Document shall be submitted to the Financial Services 
Authority (the "FSA") on 8 September 2009 and will be available for inspection 
at the FSA Document Viewing Facility, which is situated at the FSA (at the 
address below) from 9 September 2009. 
The Financial Services Authority 
25 The North Colonnade 
Canary Wharf 
London E14 5HS 
Tel: [phone] 
 
 
The Scheme Document is also available on Spring's website: www.spring.com. 
 
 
Capitalised terms used but not defined in this announcement have the same 
meanings as given to them in the Scheme Document. 
 
 
Enquiries: 
 
 
+--------------------------------------------------------+--------------------+ 
| Spring Group plc                                       | Tel: [phone]   | 
| Amir Eilon                                             | 0701               | 
| Peter Searle                                           | Tel: [phone]   | 
| Neil Martin                                            | 2000               | 
| BofA Merrill Lynch (financial adviser to Spring)       | Tel: [phone]   | 
| Justin Anstee                                          | 8900               | 
| Ken McLaren                                            | Tel: [phone]   | 
| Elliot Richmond                                        | 6000               | 
| KBC Peel Hunt (corporate broker to Spring)             | Tel: [phone]   | 
| Garry Levin                                            | 3113               | 
| Guy Wiehahn                                            | Tel: [phone]    | 
| Daniel Webster                                         | 8989               | 
| Charles Stanley (corporate broker to Spring)           | Tel: [phone]   | 
| Mark Taylor                                            | 8888               | 
| Financial Dynamics (PR adviser to Spring)              |                    | 
| Ben Atwell                                             |                    | 
| Susan Quigley                                          |                    | 
| Adecco                                                 |                    | 
| Stephan Howeg                                          |                    | 
| Karin Selfors                                          |                    | 
| Credit Suisse (financial adviser and corporate broker  |                    | 
| to BidCo and Adecco)                                   |                    | 
| Richard Probert                                        |                    | 
| Zachary Brech                                          |                    | 
| Joe Hannon                                             |                    | 
|                                                        |                    | 
+--------------------------------------------------------+--------------------+ 
 
 
BofA Merrill Lynch is acting exclusively for Spring and no one else in 
connection with the Offer and this announcement and will not be responsible to 
anyone other than Spring for providing the protections afforded to clients of 
BofA Merrill Lynch or for providing advice in connection with the Offer or any 
matter referred to in this announcement. 
 
 
KBC Peel Hunt, which is authorised and regulated by the Financial Services 
Authority in the United Kingdom, is acting exclusively for Spring and no one 
else in connection with the Offer and this announcement and will not be 
responsible to anyone other than Spring for providing the protections afforded 
to clients of KBC Peel Hunt or for providing advice in connection with the Offer 
or any matter referred to in this announcement. 
 
 
Charles Stanley, which is authorised and regulated by the Financial Services 
Authority in the United Kingdom, is acting exclusively for Spring and no one 
else in connection with the Offer and this announcement and will not be 
responsible to anyone other than Spring for providing the protections afforded 
to clients of Charles Stanley or for providing advice in connection with 
the Offer or any matter referred to in this announcement. 
 
 
Credit Suisse, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority in the United Kingdom, is acting exclusively for 
Adecco and BidCo and no one else in connection with the Offer and this 
announcement and will not be responsible to anyone other than Adecco or BidCo 
for providing the protections afforded to clients of Credit Suisse or for 
providing advice in connection with the Offer or any matter referred to in this 
announcement. 
 
 
This announcement is not intended to and does not constitute an offer to sell or 
the solicitation of an offer to subscribe for or buy or an invitation to 
purchase or subscribe for any securities or the solicitation of any vote or 
approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there 
by any sale, issuance or transfer of the securities in any jurisdiction in 
contravention of applicable law. Any response in relation to the Offer should be 
made only on the basis of the information in the Scheme Document. Spring has 
prepared the Scheme Document to be distributed to Spring Shareholders. Spring, 
Adecco and BidCo urge Spring Shareholders to read the Scheme Document because it 
contains important information relating to the Offer. 
 
 
Whether or not certain Spring Shares are voted at the Court Meeting or the 
General Meeting, if the Scheme becomes Effective those Spring Shares will be 
cancelled pursuant to the Scheme in return for the payment of 62 pence in cash 
per Spring Share. 
 
 
The availability of the Offer to Spring Shareholders who are not resident in and 
citizens of the United Kingdom may be affected by the laws of the relevant 
jurisdictions in which they are located or of which they are citizens. Persons 
who are not resident in the United Kingdom should inform themselves of, and 
observe, any applicable legal or regulatory requirements of their 
jurisdictions. Further details in relation to overseas shareholders are 
contained in the Scheme Document. 
 
 
The release, publication or distribution of this announcement in jurisdictions 
other than in the United Kingdom may be restricted by law and therefore any 
persons who are subject to the laws of any jurisdiction other than the United 
Kingdom should inform themselves about, and observe, any applicable 
requirements. Any failure to comply with the applicable restrictions may 
constitute a violation of the securities laws of any such jurisdiction. To the 
fullest extent permitted by applicable law, the companies involved in the 
proposed Offer disclaim any responsibility or liability for the violation of 
such restrictions by any person. This announcement has been prepared for 
the purposes of complying with English law, the Listing Rules, the rules of the 
London Stock Exchange and the City Code and the information disclosed may not be 
the same as that which would have been disclosed if this announcement had been 
prepared in accordance with the laws of any jurisdiction outside the United 
Kingdom. 
 
 
The Offer will not be made, directly or indirectly, in, into or from any 
jurisdiction where to do so would violate the laws in that jurisdiction. 
Accordingly, copies of this announcement and formal documentation relating to 
the Offer will not be and must not be, mailed or otherwise 
forwarded, distributed or sent in, into or from any jurisdiction where to do so 
would violate the laws in that jurisdiction. 
 
 
Notice to US investors 
 
 
The Offer relates to the shares in an English company and is being made by means 
of a scheme of arrangement provided for under company law of England and Wales. 
A transaction effected by means of a scheme of arrangement is not subject to the 
proxy and tender offer rules under the US Exchange Act. Accordingly, the Offer 
is subject to the disclosure requirements, rules and practices applicable in the 
UK to schemes of arrangement which differ from the disclosure requirements 
of the US proxy and tender offer rules. Financial information included in the 
relevant documentation will have been prepared in accordance with accounting 
standards applicable in the UK that may not be comparable to the financial 
statements of US companies. If BidCo decides, subject to the consent of the 
Panel, to implement the Offer by way of a takeover offer, the Offer will be made 
in compliance with applicable US laws and regulations. 
 
 
Spring is organised under the laws of England and Wales. All but one of the 
directors of Spring are residents of countries other than the United States, and 
a majority of the assets of Spring are located outside of the United States. 
BidCo is a newly incorporated English company owned by Adecco, a Swiss 
corporation, and formed in connection with the Offer. You may not be able to 
sue Spring, BidCo or Adecco in a non-US court for violations of US securities 
laws. 
 
 
Neither the SEC nor any securities commission of any state of the United States 
has (a) approved or disapproved of the Offer; (b) passed upon the merits or 
fairness of the Offer; or (c) passed upon the adequacy or accuracy of the 
disclosure in this document. Any representation to the contrary is a criminal 
offence in the United States. 
 
 
BidCo and Adecco reserve the right to elect (with the consent of the Panel) to 
implement the Offer for Spring by way of a takeover offer. In such event, the 
takeover offer will be implemented on substantially the same terms, subject to 
appropriate amendments, as those which would apply to the Scheme, and will be 
conditional on (amongst other things) Spring Shareholders holding at least 90 
per cent (or such lower percentage, being over 50 per cent, as BidCo may in its 
absolute discretion decide and as agreed with the Panel) of the voting rights of 
Spring accepting the takeover offer. 
 
 
Forward-Looking Statements 
This announcement, oral statements made regarding the Offer, and other 
information published by Adecco, BidCo and Spring contain statements that are or 
may be "forward-looking statements", including for the purposes of the US 
Private Securities Litigation Reform Act of 1995. These statements are based on 
the current expectations of the management of Adecco, BidCo and Spring and are 
naturally subject to uncertainty and changes in circumstances. The 
forward-looking statements contained herein include statements about the 
expected effects of the Offer on Spring, Adecco and BidCo, the expected timing 
and scope of the Offer, synergies, other strategic options and all other 
statements in this announcement other than historical facts. Forward-looking 
statements include, without limitation, statements typically containing words 
such as "targets", "plans", "aims", "intends", "expects", "anticipates", 
"believes", "estimates", "will", "may" and "should" and words of similar import. 
By their nature, forward-looking statements involve risk and uncertainty because 
they relate to events and depend on circumstances that will occur in the future. 
These forward-looking statements are not guarantees of future performance and 
have not been reviewed by the auditors of Adecco, BidCo or Spring. There are a 
number of factors that could cause actual results and developments to differ 
materially from those expressed or implied by such forward-looking statements. 
These factors include, but are not limited to, the satisfaction of the 
Conditions to the Offer, as well as additional factors, such as changes in 
economic conditions, changes in the level of capital investment, success of 
business and operating initiatives and restructuring objectives, customers' 
strategies and stability, changes in the regulatory environment, fluctuations in 
interest and exchange rates, the outcome of litigation, government actions and 
natural phenomena such as floods, earthquakes and hurricanes. Other unknown or 
unpredictable factors could cause actual results to differ materially from those 
in the forward-looking statements. Investors should not place undue reliance on 
any forward-looking statements and neither Adecco, BidCo, nor Spring undertakes 
any obligation to update publicly Page 19 of 35 or revise forward-looking 
statements, whether as a result of new information, future events or otherwise, 
except to the extent legally required. 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent or more of any class of 
"relevant securities" of Spring, all "dealings" in any "relevant securities" of 
Spring (including by means of an option in respect of, or a derivative 
referenced to, any such "relevant securities") must be publicly disclosed by no 
later than 3.30 p.m. (London time) on the Business Day following the date of the 
relevant transaction. This requirement will continue until the date on which the 
Offer becomes Effective, lapses or is otherwise withdrawn or on which the "offer 
period" otherwise ends. If two or more persons act together pursuant to an 
agreement or understanding, whether formal or informal, to acquire an "interest" 
in "relevant securities" of Spring, they will be deemed to be a single person 
for the purpose of Rule 8.3. 
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant 
securities" of Spring by Adecco, BidCo or Spring, or by any of their respective 
"associates", must be disclosed by no later than 12.00 noon (London time) on the 
Business Day following the date of the relevant transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks are defined in the City Code, which can also be found 
on the Panel's website. If you are in any doubt as to the application of Rule 8 
to you, please contact an independent financial adviser authorised under the 
Financial Services and Markets Act 2000, or consult the Panel's website at 
www.thetakeoverpanel.org.uk 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 ODPCKFKNNBKDOCK