Announcement of Indicative Final Acceptance Amount (4825E)

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RNS Number : 4825E

Adecco SA

07 April 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

Adecco Group announces indicative final acceptance amount for its exchange and tender offers for its existing debt securities

Zurich, Switzerland, 7 April 2011: Adecco Group announces today the indicative final acceptance amount of the tender and exchange offers for the EUR500 million 4.5% notes due 2013 and the EUR500 million 7.625% notes due 2014 issued by Adecco International Financial Services B.V., which (subject as described below) will be EUR292,450,000.

Further to its previous announcements dated 31 March 2011 and 6 April 2011 relating to the invitations by Adecco International Financial Services B.V. (the Issuer) to holders of its outstanding EUR500,000,000 4.50 per cent. Guaranteed Notes due 2013 (ISIN: XS0250709333; the 2013 Notes) and its outstanding EUR500,000,000 7.625 per cent. Notes due 2014 (ISIN: XS0425722922; the 2014 Notes and, together with the 2013 Notes, the Existing Notes and each a Series) to:

(a) offer to exchange their Existing Notes for Euro-denominated Fixed Rate Notes due 2018 (the New Notes) to be issued by the Issuer under the EUR2,000,000,000 Euro Medium Term Note Programme and unconditionally and irrevocably guaranteed by Adecco S.A. (the Guarantor) (such invitations together the Exchange Offers); or

(b) tender their Existing Notes for purchase by the Issuer for cash (such invitations together the Tender Offers and, together with the Exchange Offers, the Offers),

Adecco Group now announces a non-binding indication of the level at which it expects to set the Final Acceptance Amount.

The Offers were made on the terms and subject to the conditions set out in the Offer Memorandum dated 31 March 2011 (the Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Offer Memorandum.

Announcement of Expected Acceptance of Existing Notes

As at the Expiration Deadline of 5.00 p.m. (CET) on 6 April 2011, the Issuer had received, pursuant to the Offers (a) valid offers of approximately EUR84,132,000 in aggregate nominal amount of the 2013 Notes for exchange, (b) valid tenders of approximately EUR80,344,000 in aggregate nominal amount of the 2013 Notes for purchase, (c) valid offers of approximately EUR71,109,000 in aggregate nominal amount of the 2014 Notes for exchange and (d) valid tenders of approximately EUR56,865,000 in aggregate nominal amount of the 2014 Notes for purchase.

In the event that the New Issue Condition and (in respect of the Exchange Offers) the Minimum New Issue Size are satisfied, the Issuer expects to accept all offers of Existing Notes for exchange and all tenders of Existing Notes for purchase in full pursuant to the Offers (and therefore expects to set the Final Acceptance Amount at EUR292,450,000).

Pricing is now intended to take place at a time, determined by the Issuer in its sole discretion, between 1.00 p.m. (CET) and 5.00 p.m. (CET) today, 7 April 2011 (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Issuer will announce whether the New Issue Condition and (in respect of the Exchange Offers) the Minimum New Issue Size have been satisfied and, if satisfied, whether the Issuer will accept valid offers of Existing Notes for exchange and tenders of Existing Notes for purchase pursuant to the Offers and, if so accepted, (i) the Final Acceptance Amount and the final aggregate nominal amount of each Series accepted for exchange or purchase, as applicable, (ii) details of any scaling, (iii) the final aggregate nominal amount of New Notes to be issued, (iv) the Minimum Exchange Offer Amount for each Series accepted for exchange, (v) the New Issue Spread and (vi) the Exchange Prices, Tender Prices, New Issue Price and New Issue Coupon.

The aggregate nominal amount of New Notes to be issued is expected to be EUR500,000,000.

Societe Generale and The Royal Bank of Scotland plc are acting as Joint Dealer Managers and Lucid Issuer Services Limited is acting as Exchange and Tender Agent.

 
                            Joint Dealer Managers 
            Societe Generale                The Royal Bank of Scotland plc 
            17, Cours Valmy                         135 Bishopsgate 
         92987 Paris La Defense                     London EC2M 3UR 
                 France                              United Kingdom 
    Telephone: [phone]          Telephone: [phone] / 
       Attention: Cyril Chatelain                         8056 
  Email: [e-mail]      Attention: Gianmarco Deiana / 
                                                     Andrew Burton 
                                           Email: [e-mail] 
                          Exchange and Tender Agent 
                        Lucid Issuer Services Limited 
                                  Leroy House 
                                436 Essex Road 
                                 London N1 3QP 
                          Telephone: [phone] 
                             Fax: [phone] 
                   Attention: Thomas Choquet/Sunjeeve Patel 
                          Email: [e-mail] 
 

DISCLAIMERThis announcement must be read in conjunction with the Offer Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. The distribution of this announcement and the Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer Memorandum comes are required by each of the Issuer, the Guarantor, the Joint Dealer Managers and the Exchange and Tender Agent to inform themselves about, and to observe, any such restrictions.

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