TIDMSRG TIDMADO
RNS Number : 2253X
Spring Group PLC
11 August 2009
FOR IMMEDIATE RELEASE
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
11 August 2009
Recommended Cash Offer
for
Spring Group plc
by
Adecco UK Holdco Limited
(a wholly-owned subsidiary of Adecco S.A.)
Summary
The boards of Adecco UK Holdco Limited ("BidCo") and Spring Group plc ("Spring")
are pleased to announce that they have reached agreement on the terms of 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
(the "Offer").
Under the terms of the Offer, Scheme Shareholders will receive 62 pence in cash
for each Spring Share. The Offer will be implemented by way of a
court-sanctioned Scheme of Arrangement (the "Scheme").
The Offer values Spring's entire issued and to be issued share capital at
approximately GBP107.3 million.
Spring Shareholders registered as such on 28 August 2009 will retain their
entitlement to receive the declared interim dividend of 0.1 pence per Spring
Share.
The Offer represents:
a premium of 47.6 per cent to the Closing Price of 42.0 pence per Spring Share
on 4 August 2009, being the last Business Day prior to Spring announcing that it
was in discussions which may or may not lead to an offer for Spring; and
a premium of 75.4 per cent to the average Closing Price of 35.3 pence per Spring
Share for the twelve month period ending on 4 August 2009, being the last
Business Day prior to Spring announcing that it was in discussions which may or
may not lead to an offer for Spring.
The Offer has compelling strategic rationale for Adecco. The principal benefits
are:
Spring's businesses, particularly in the UK in its Professional Staffing and
Managed Solutions divisions, represent an excellent strategic fit with Adecco's
existing operations; and
Adecco holds Spring's executive management team in high regard and expects them
to have suitable roles in the enlarged group.
The directors of Spring, who have been so advised by BofA Merrill Lynch,
consider the terms of the Offer to be fair and reasonable. In providing its
advice, BofA Merrill Lynch has taken into account the commercial assessments of
the directors of Spring. In addition, the directors of Spring consider the terms
of the Scheme to be in the best interests of Spring Shareholders as a whole.
Accordingly, the directors of Spring intend to recommend unanimously that
Spring Shareholders vote in favour of the Scheme and the resolutions to be
proposed at the Court Meeting and the General Meeting, as the directors have
undertaken to do in respect of their own beneficial shareholdings as further
described below. Further important background to the recommendation is given in
full in the announcement.
BidCo has received from the directors of Spring that hold Spring Shares
irrevocable undertakings to vote in favour, or procure that their Spring Shares
are voted in favour, of the Scheme and the resolutions at the Court Meeting and
the General Meeting in respect of all of their own beneficial shareholdings of
Spring Shares amounting to, in aggregate, 2,090,654 Spring Shares, representing
approximately 1.27 per cent of Spring's entire existing issued share capital.
BidCo has also received from Adam Cohn an irrevocable undertaking that he will
not acquire any Spring Shares. Save in the circumstances set out in Appendix
III, all of these undertakings will remain binding in the event of a competing
offer being made for Spring.
BidCo has received from ET Training an irrevocable undertaking to vote in
favour, or procure that its Spring Shares are voted in favour, of the Scheme and
the resolutions at the Court Meeting and the General Meeting in respect of
58,883,795 Spring Shares, representing approximately 35.86 per cent of Spring's
entire existing issued share capital. Save in the circumstances set out in
Appendix III, this undertaking will remain binding in the event of a competing
offer being made for Spring.
BidCo has therefore received irrevocable undertakings, in aggregate, in respect
of 60,974,449 Spring Shares representing 37.13 per cent of Spring's entire
existing issued share capital. Further details of these irrevocable
undertakings, including the circumstances in which they cease to be binding, are
set out in Appendix III.
The Scheme Document, containing further information about the Offer, will be
posted to Spring Shareholders as soon as practicable (and, in any event, not
later than 8 September 2009). The Offer is conditional on, among other things,
the sanction of the Scheme by the Court. In order to become effective, the
Scheme must be approved by a majority in number of Scheme Shareholders voting at
the Court Meeting, representing not less than 75 per cent in value of the Spring
Shares that are eligible to vote and voted.
Subject to the satisfaction of the Conditions, it is expected that the Scheme
will become effective during Q4 2009.
Commenting on the Offer, Patrick de Maeseneire, Chief Executive Officer of
Adecco, said:
"Adecco believes that Spring offers an excellent strategic fit and substantial
synergy potential for Adecco in the UK staffing market. With this transaction,
Adecco intends to strengthen its position in the fragmented UK market and
further increase its professional staffing exposure. After the successful
completion of the transaction, Adecco intends to offer the current CEO of
Spring, Peter Searle, the position as country manager of the combined operations
of Adecco UK & Ireland and Spring. With his significant operational expertise
and proven track record in the staffing industry, Adecco expects that Peter will
strengthen the management capabilities of Adecco in the UK & Ireland."
Commenting on the Offer, Amir Eilon, Chairman of Spring, said:
"Spring has built a talented and deep management team which has done an
exemplary job in executing our strategy, creating a staffing and solutions
business that has strong standalone prospects and significant international
potential. Spring has at the same time been husbanding cash to further our own
acquisition strategy. In addition to acquiring an attractive business, Adecco
should be able to realise further benefits through the acquisition and
integration of Spring.
The current extremely testing market conditions make this a less than optimal
time to be selling the company. In addition, Spring has invested in numerous
initiatives that are expected to improve our conversion ratio and build our
presence in overseas markets in the future.
However the board of Spring has had to take into account the illiquidity that
applies to investors in small-cap companies. This illiquidity, in combination
with the decision by ET Training, Spring's 36 per cent shareholder, to provide
an irrevocable commitment to accept the Offer from Adecco, leads the board to
believe it is appropriate for Spring Shareholders to be given the opportunity to
realise their investment in cash at a premium to the recent share price and
unanimously recommends they accept the Offer."
Credit Suisse is acting as financial adviser and corporate broker to Adecco.
BofA Merrill Lynch is acting as financial adviser to Spring. KBC Peel Hunt is
acting as corporate broker to Spring and has also provided financial advice to
Spring. Charles Stanley is acting as corporate broker to Spring.
This summary should be read in conjunction with the full text of the following
announcement and the Appendices. The Scheme will be subject to the Conditions
and further terms set out in Appendix I to this announcement and to the full
terms and Conditions to be set out in the Scheme Document. Appendix II to this
announcement contains bases and sources relating to certain information
contained in this announcement. Appendix III provides information in relation to
certain irrevocable undertakings. Appendix IV contains definitions of certain
terms used in this announcement.
Enquiries:
Adecco
+---------------------------------------+---------------------------------------+
| Stephan Howeg | Tel:+41 44 878 8989 |
+---------------------------------------+---------------------------------------+
| Karin Selfors | |
+---------------------------------------+---------------------------------------+
Credit Suisse (financial adviser and corporate broker to BidCo and Adecco)
+------------------------------------+------------------------------------+
| Richard Probert | Tel: +44 20 7888 |
| | 8888 |
+------------------------------------+------------------------------------+
| Joe Hannon | |
+------------------------------------+------------------------------------+
| Zachary Brech | |
+------------------------------------+------------------------------------+
Spring
+------------------------------------+------------------------------------+
| Amir Eilon | Tel: +44 20 7356 |
| | 0701 |
+------------------------------------+------------------------------------+
| Peter Searle | |
+------------------------------------+------------------------------------+
| Neil Martin | |
+------------------------------------+------------------------------------+
BofA Merrill Lynch (financial adviser to Spring)
+------------------------------------+------------------------------------+
| Justin Anstee | Tel: + 44 20 |
| | 7995 2000 |
+------------------------------------+------------------------------------+
| Ken McLaren | |
+------------------------------------+------------------------------------+
| Elliot Richmond | |
+------------------------------------+------------------------------------+
KBC Peel Hunt (corporate broker to Spring)
+---------------------------------------+---------------------------------------+
| Garry Levin | Tel: + 44 20 7418 |
| | 8900 |
+---------------------------------------+---------------------------------------+
| Guy Wiehahn | |
+---------------------------------------+---------------------------------------+
| Daniel Webster | |
+---------------------------------------+---------------------------------------+
Charles Stanley (corporate broker to Spring)
+------------------------------------+------------------------------------+
| Mark Taylor | Tel: + 44 20 |
| | 7149 6000 |
+------------------------------------+------------------------------------+
| | |
+------------------------------------+------------------------------------+
Financial Dynamics (PR adviser to Spring)
+------------------------------------+------------------------------------+
| Ben Atwell | Tel: + 44 20 |
| | 7831 3113 |
+------------------------------------+------------------------------------+
| Susan Quigley | |
+------------------------------------+------------------------------------+
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 or any document
by which the Offer is made. Spring will prepare the Scheme Document to be
distributed to Spring Shareholders. Spring, Adecco and BidCo urge Spring
Shareholders to read the Scheme Document when it becomes available because it
will contain important information relating to the Offer. Spring Shareholders
may obtain a free copy of the Scheme Document, when it becomes available, from
either Spring's registered office or Credit Suisse.
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.
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 herein.
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 herein.
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 herein.
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 herein.
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 will be 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 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.
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
11 August 2009
Recommended Cash Offer
for
Spring Group plc
by
Adecco UK Holdco Limited
(a wholly-owned subsidiary of Adecco S.A.)
1. Introduction
The boards of BidCo and Spring are pleased to announce that they have reached
agreement on the terms of a recommended cash offer to be made by BidCo, a
wholly-owned subsidiary of Adecco, for the entire issued and to be issued share
capital of Spring.
2. The Offer
It is intended that the Offer be implemented by way of a court-sanctioned scheme
of arrangement under Part 26 of the 2006 Act.
Under the Offer, which will be subject to the Conditions and further terms set
out in Appendix I to this announcement and to be set out in the Scheme Document,
Scheme Shareholders will be entitled to receive:
+------------------------------------+------------------------------------+
| for each Spring Share | 62 pence in cash |
+------------------------------------+------------------------------------+
The Offer values Spring's entire issued and to be issued share capital at
approximately GBP107.3 million.
Spring Shareholders registered as such on 28 August 2009 will retain their
entitlement to receive the declared interim dividend of 0.1 pence per Spring
Share.
The Offer represents:
a premium of 47.6 per cent to the Closing Price of 42 pence per Spring Share on
4 August 2009, being the last Business Day prior to Spring announcing that it
was in discussions which may or may not lead to an offer for Spring; and
a premium of 75.4 per cent to the average Closing Price of 35.3 pence per Spring
Share for the twelve month period ending on 4 August 2009, being the last
Business Day prior to Spring announcing that it was in discussions which may or
may not lead to an offer for Spring.
3. Recommendation
The directors of Spring, who have been so advised by BofA Merrill Lynch,
consider the terms of the Offer to be fair and reasonable. In providing its
advice, BofA Merrill Lynch has taken into account the commercial assessments of
the directors of Spring. In addition, the directors of Spring consider the terms
of the Scheme to be in the best interests of Spring Shareholders as a whole.
Accordingly, the directors of Spring intend to recommend unanimously that Spring
Shareholders vote in favour of the Scheme and the resolutions to be proposed at
the Court Meeting and the General Meeting, as those directors that hold Spring
Shares have irrevocably undertaken to do in respect of their own beneficial
shareholdings of, in aggregate, 2,090,654 Spring Shares, representing (as at the
date of this announcement) approximately 1.27 per cent of the existing issued
share capital of Spring.
4. Background to and reasons for the Offer
Adecco's broad strategic aim is to counter near-term deterioration in general
staffing employment levels in its core markets by accelerating growth and
profitability in its professional staffing division.
Adecco believes that Spring's businesses, particularly in the UK in its
Professional Staffing and Managed Solutions divisions, represent an excellent
strategic fit with Adecco's existing operations. Adecco holds Spring's
management team in high regard and would expect a number of them to have
suitable roles in the enlarged group. With the support and significant financial
backing of Adecco, Adecco believes that the Spring business will continue to
grow in the years to come within the Adecco group.
Adecco believes that the Offer represents a compelling valuation proposition for
Spring shareholders and is one that takes into account the long-term vision and
value creation potential for Spring.
5. Background to and reasons for recommending the Offer
Despite the very challenging economic and operating conditions which the
recruitment market faced in 2008, and continues to face in 2009, Spring has
successfully managed to execute its growth strategy to the board of Spring's
expectations. Spring has continued its geographic diversification, improved the
net cash position, delivered solid trading performance and established a strong
business pipeline during the course of 2009 that Spring believes should result
in significant growth in market share when the market recovers in the future. In
the financial year ended 31 December 2008, Spring grew net fee income by
approximately 20 per cent and EBITDA by approximately 15 per cent, and opened an
additional 7 offices outside the UK. In the first half of 2009, the extremely
difficult trading environment experienced across the industry resulted in a 23
per cent reduction in group net fee income year on year, broadly in line with
Spring's key industry peers. In addition, Spring's investment in systems
combined with Spring's prudent management of the cost base has enabled Spring to
finish the first half of 2009 at a broadly breakeven EBITDA position. The
GBP48.6 million of net cash, up from approximately GBP26.2 million at the end of
the first half of 2008, is back to the levels before Spring acquired Glotel
(circa GBP30m in cash in July 2007) and demonstrates the tight control of
working capital.
The board of Spring believes that Spring's bias towards contract recruitment,
its strong and growing Recruitment Process Outsourcing ("RPO") offering with
long term contracts and its healthy balance sheet provide a strong platform to
improve the conversion of net fee income to operating profit and for future
growth and gains in market share.
Spring announced on 5 August 2009 that it had received a proposal in connection
with a possible offer for Spring. The proposal was from Adecco and has resulted
in today's announcement of the Offer. Following the 5 August announcement,
Spring received a number of highly preliminary expressions of interest to
acquire Spring. However, Spring is not currently in discussions with any third
parties and there can be no certainty that any alternative offer will be made.
Despite the achievements of the Spring management team, and the Spring board's
confidence in the standalone prospects and significant international potential
of the business, the board of Spring has had to take into account the
irrevocable commitment to accept the Offer by ET Training, Spring's 35.86 per
cent shareholder, when considering the Offer. In addition, the board recognises
that investors in small-cap stocks suffer problems with illiquidity.
Accordingly, the board of Spring believes that the Offer currently represents
the best opportunity for Spring Shareholders to realise, in cash, their
investment in Spring at a premium to the recent share price. The board of Spring
intends to recommend that Spring Shareholders vote in favour of the Scheme and
the resolutions to be proposed at the Court Meeting and the General Meeting, as
the directors that hold Spring Shares have undertaken to do in respect of their
own beneficial shareholdings.
Accordingly, the board of Spring intends to recommend the Offer unanimously and
the directors have provided irrevocable undertakings in respect of the shares
that they hold as it represents an opportunity for Spring Shareholders to
realise, in cash, their investment in Spring at a premium to the recent share
price.
6. Information on Spring
Spring is an international full service recruitment provider, comprised of three
core business divisions, Professional Staffing, General Staffing and Managed
Solutions. Operating under a multi-brand strategy, with a global network of
offices spanning Europe, the US and Asia Pacific, Spring targets a broad range
of industry sectors and has clients ranging from market leading multi-nationals
to small and medium enterprises.
Spring's General Staffing businesses specialise in permanent, temporary and
contract recruitment with a focus upon specific sectors. Services are provided
at a local level, from a network of offices across the UK.
Spring's Professional Staffing businesses specialise in recruiting technical,
telecommunications and other professionals including those in Finance &
Accounting, HR, Sales & Marketing and Supply Chain & Procurement functions.
Services are provided at a local level, from a global network of offices
spanning Europe, the US and Asia Pacific.
Established for over 30 years, Spring's Managed Solutions division operates
within three core areas: RPO, HR Consulting and IT Managed Services.
Spring's Shares are listed on the London Stock Exchange's main market.
7. Financial information relating to Spring
For the year ended 31 December 2008, Spring reported revenues of GBP516.5
million, net fee income of GBP67.2 million, profit before taxation, interest,
depreciation and amortisation of GBP9.2 million and net assets as at 31 December
2008 of GBP95.1 million.
On 11 August 2009, Spring announced its unaudited interim results for the six
months ended 30 June 2009 as follows:
"As previously announced, Spring has experienced a challenging first half to the
year characterised by a much weaker market for permanent staffing whilst
contract staffing has proven to be more resilient.
Our revenues were down by 10.5 per cent to GBP224.3 million (2008: GBP250.5
million) with net fee income dropping by 23 per cent to GBP26.2 million (2008:
GBP34.0 million) as a result of the greater impact on permanent revenues and the
resultant change in mix in our business.
Our Temp and Contract business, which now accounts for approximately 85 per cent
of our Net Fee Income, experienced a 16 per cent reduction compared with the
first half of last year whilst our Permanent business experienced a more marked
decline of 49 per cent. At the same time, we continue to manage our cost base
prudently so that it is in line with current market conditions. This has
resulted in a broadly breakeven performance at the EBITDA level.
We continued to focus on maintaining a strong balance sheet and finished the
period with GBP48.6 million net cash (December 2008: GBP40.3 million), allowing
us to maintain investment where appropriate and take advantage of longer term
growth.
The new offices we opened in 2008 in Italy, France and Asia Pacific, whilst
still in investment phase, performed in line with our expectations. We believe
that these investments will put us in a strong position to support future growth
and international expansion is a key part of our strategy. We will continue to
look to invest in other growth markets, both geographic and new sectors, in the
medium term.
We have continued to make good progress in our RPO business, with last year's
successes being supplemented by a number of new client wins. We have improved
and expanded our sales capability to support this market opportunity and believe
the investment will deliver excellent returns.
The General staffing sector however, remains challenging, though a strong
management team and a focus on cost control should ensure that this business is
well positioned to take advantage in an upturn."
The full text of Spring's unaudited interim results is available at
http://www.spring.com.
The board of Spring has declared an interim dividend of 0.1 pence per share in
cash to holders of Spring Shares on the register of members as at 28
August 2009.
8. Information on BidCo
BidCo is a private limited company incorporated in England for the purpose of
implementing the Offer. BidCo has not traded since its incorporation and its
sole current activity relates to the implementation of the Offer. BidCo is
wholly-owned by Adecco.
9. Information on Adecco
Adecco is a Fortune Global 500 company and the world's largest Human Resources
services group. Registered in Switzerland, and managed by a multinational team
with expertise in markets spanning the globe, the Adecco Group delivers flexible
staffing and career resources to clients and associates.
Adecco was created in 1996, following the merger of Adia (Switzerland) and Ecco
(France), two leading personnel service firms with complementary geographical
profiles.
Adecco had Revenues and EBITA for the year ended 31 December 2008 of EUR20.0
billion and EUR0.9 billion, respectively. Adecco is listed in Zurich and Paris
and has a market capitalisation of approximately EUR5.96 billion.
On 11 August 2009 Adecco announced its interim results for the second quarter
ended 30 June 2009. The full text of Adecco's unaudited interim results is
available at http://www.adecco.com.
10. Management and employees
BidCo and Adecco value highly the skills, knowledge and expertise of Spring's
existing management and employees. BidCo has given assurances to the directors
of Spring that, following the Scheme becoming Effective, the existing employment
rights, including pension rights, of the management and employees of Spring will
be continued and may in due course be aligned with the rights enjoyed by other
management and employees of the Adecco Group.
11. Spring Share Schemes and Warrants
The Offer will affect share options and incentive awards granted under the
Spring Share Schemes and certain warrants issued by Spring. Participants in the
Spring Share Schemes and holders of warrants will be contacted regarding the
effect of the Offer on their rights under these schemes and warrants and
appropriate proposals will be made to such participants in due course. Further
details of these proposals will be set out in the Scheme Document.
12. Irrevocable undertakings
BidCo has received from the directors of Spring that hold Spring Shares
irrevocable undertakings to vote in favour, or procure that their Spring Shares
are voted in favour, of the Scheme and the resolutions at the Court Meeting and
the General Meeting in respect of all of their own beneficial shareholdings of
Spring Shares amounting to, in aggregate, 2,090,654 Spring Shares, representing
approximately 1.27 per cent of Spring's entire existing issued share capital.
BidCo has also received from Adam Cohn an irrevocable undertaking that he will
not acquire any Spring Shares. Save in the circumstances set out in Appendix
III, all of these undertakings will remain binding in the event of a competing
offer being made for Spring.
BidCo has received from ET Training an irrevocable undertaking to vote in
favour, or procure that its Spring Shares are voted in favour, of the Scheme and
the resolutions at the Court Meeting and the General Meeting in respect of
58,883,795 Spring Shares, representing approximately 35.86 per cent of Spring's
entire existing issued share capital. Save in the circumstances set out in
Appendix III, this undertaking will remain binding in the event of a competing
offer being made for Spring.
BidCo has therefore received irrevocable undertakings, in aggregate, in respect
of 60,974,449 Spring Shares representing 37.13 per cent of Spring's entire
existing issued share capital.
Further details of these irrevocable undertakings, including the circumstances
in which they cease to be binding, are set out in Appendix III to this
announcement.
13. Financing the Offer
Adecco will finance the Offer from existing cash resources as well as existing
loan facilities.
Credit Suisse, financial adviser to BidCo, is satisfied that sufficient
financial resources are available to BidCo to enable it to satisfy in full the
cash consideration payable under the Offer.
14. Structure of the Offer
The Offer is expected to be effected by means of a court-sanctioned scheme of
arrangement between Spring and the Scheme Shareholders under Part 26 of the 2006
Act. The procedure involves an application by Spring to the Court to sanction
the Scheme and to confirm the cancellation of all the Scheme Shares, in
consideration for which the Scheme Shareholders will receive cash on the basis
set out in paragraph 2 above. The cancellation of the Scheme Shares and the
subsequent issue of new Spring Shares to BidCo provided for in the Scheme will
result in Spring becoming a wholly-owned subsidiary of BidCo. The Scheme is
subject to the Conditions and certain further terms referred to in Appendix I to
this announcement.
Before the Final Court Order can be sought and the Scheme become Effective, the
Scheme will require approval by Scheme Shareholders at the Court Meeting and
approval by the Spring Shareholders of the resolutions to be proposed at the
General Meeting.
The Court Meeting will be convened by order of the Court for the purposes of
considering and, if thought fit, approving the Scheme (with or without
modification). At the Court Meeting, voting will be by poll and not a show of
hands and each Scheme Shareholder present in person or by proxy will be entitled
to one vote for each Scheme Share held. The Scheme will be approved at the Court
Meeting if a majority in number representing not less than 75 per cent in value
of the Scheme Shareholders present and voting, either in person or by proxy,
votes in favour of the Scheme.
The General Meeting will be convened to consider and if thought fit, to pass
certain special resolutions (each of which requires a vote in favour of not less
than 75 per cent of the votes cast, whether in person or by proxy):
* to approve a reduction of Spring's share capital by the cancellation of the
Scheme Shares and subsequent issue of new ordinary shares in Spring to BidCo
(and/or its nominee(s)) in accordance with the Scheme; and
* to approve amendments to the Spring articles of association to ensure that any
Spring Shares issued (other than to BidCo, its nominees or any of its
subsidiaries) between approval of the Scheme at the Court Meeting and the Scheme
Record Time will be subject to the Scheme and that any Spring Shares issued
after the Effective Date will automatically be acquired by BidCo. These
provisions will avoid any person holding Spring Shares after dealings in such
shares have ceased on the London Stock Exchange.
Once the necessary approvals from the Spring Shareholders have been obtained and
the other Conditions have been satisfied or (where applicable) waived, the
Scheme will become Effective upon sanction by the Court and registration of the
Final Court Order by the Registrar of Companies. Upon the Scheme becoming
Effective, it will be binding on all Scheme Shareholders, irrespective of
whether or not they attended or voted at the Court Meeting or the General
Meeting.
Under the Scheme, each Scheme Share will be cancelled and new Spring Shares will
be issued fully paid to BidCo. In consideration for the cancellation of their
Scheme Shares, Scheme Shareholders will receive cash on the basis set out in
paragraph 2 above.
The Scheme will contain a provision for Spring and BidCo to consent on behalf of
all persons concerned to any modification of, or addition to, the Scheme or to
any condition approved or imposed by the Court. Spring has been advised that the
Court would be unlikely to approve any modification of, or additions to, or
impose a condition to the Scheme which might be material to the interests of
Scheme Shareholders unless Scheme Shareholders were informed of such
modification, addition or condition. It would be a matter for the Court to
decide, in its discretion, whether or not a further meeting of Scheme
Shareholders should be held in these circumstances.
BidCo and Spring have agreed, subject to the consent of the Panel, that BidCo
may elect to implement the Offer by way of a takeover offer. In this event, that
offer will be implemented on the same terms, so far as applicable, as those
which would apply to the Scheme, subject to appropriate amendments to reflect
the change in method of effecting the Offer, including, subject to the consent
of the Panel, an acceptance condition set at 90 per cent (or such lesser
percentage, being more than 50 per cent, as BidCo may decide). If BidCo does
elect to implement the Offer by way of a takeover offer, and if sufficient
acceptances of such offer are received and/or sufficient Spring Shares are
otherwise acquired, it is the intention of BidCo to apply the provisions of
sections 979 to 982 (inclusive) of the 2006 Act to acquire compulsorily any
outstanding Spring Shares to which such offer relates.
The directors of Spring have confirmed that, in the event that the Offer is
implemented by way of a takeover offer, they will recommend, on a unanimous and
unqualified basis, that Spring Shareholders accept the offer.
15. Expected timetable
It is intended that the Scheme Document containing further details of the Scheme
will be despatched to Spring Shareholders and, for information only, to
participants in the Spring Share Schemes and the holders of warrants in Spring,
as soon as practicable (and, in any event, not later than 8 September 2009). The
Scheme Document will include the notices of the Meetings and full details of the
Scheme together with the expected timetable, and will specify the necessary
actions to be taken by the Spring Shareholders. The Scheme is expected to become
Effective during Q4 2009.
16. Implementation Agreement
On 11 August 2009, BidCo, Adecco and Spring entered into the Implementation
Agreement. The Implementation Agreement contains provisions regarding the
implementation of the Offer and certain assurances and obligations in relation
to the conduct of Spring's operations prior to the Effective Date or termination
of the Implementation Agreement. In particular, the Implementation Agreement
includes the following provisions:
Conduct of business
Subject to certain carve-outs, Spring has agreed that, before the earlier of the
Effective Date and termination of the Implementation Agreement, it will not and
will procure that no member of the Spring Group will, without the prior written
consent of BidCo carry on business other than in the ordinary and usual course
or alter the nature or scope of its business or that of the Spring Group in any
material way.In addition to these general undertakings, a number of specific
undertakings have been given in relation to the carrying on of the business.
Compensation fees
Spring has agreed to pay BidCo a compensation fee equal to one per cent of the
value of the Offer (inclusive of irrecoverable VAT) if:
a competing proposal is announced before the earlier of: (i) the Long Stop Date;
and (ii) the date on which the Offer lapses or is withdrawn or (with the consent
of the Panel) the Offer is not made and such competing proposal subsequently
becomes effective or is declared unconditional in all respects; or
before the earlier of : (i) the Long Stop Date; and (ii) the date on which the
Offer lapses or is withdrawn or (with the consent of the Panel) the Offer is not
made, the Spring Directors:
* fail to recommend the Offer or the resolutions to be proposed at the Court
Meeting unanimously and without qualification;
* withdraw, qualify or adversely modify or amend their recommendation of the
Offer;
* withdraw or adversely modify or amend the Scheme without the consent of BidCo or
as permitted by the terms of the Implementation Agreement unless the
Implementation Agreement has terminated; or
* recommend a competing proposal.
Non-solicitation and notification of Competing Proposals
Spring has given undertakings not to solicit competing proposals from third
parties and to notify BidCo of unsolicited approaches or requests for
information from third parties.
Termination
The Implementation Agreement will terminate with immediate effect on the
earliest of:
- agreement in writing between BidCo and Spring;
- an event that triggers the payment of a compensation fee by Spring;
- a competing proposal becoming or being declared wholly unconditional or being
completed or a scheme of arrangement in connection with a competing proposal
becoming effective;
- the Effective Date not having occurred on or before the Long Stop Date;
- if the Offer is implemented as a takeover offer, the date on which the Offer
lapses, or is withdrawn or is not made in accordance with the Code;
- if the Offer is implemented as a Scheme, Spring's Shareholders failing to
pass the required resolutions or the court order not being granted; or
- subject to BidCo complying with certain obligations under the Code and the
Implementation Agreement, BidCo giving notice to Spring of its intention to
terminate the Implementation Agreement as a result of:
* any Condition becoming incapable of satisfaction or being invoked in accordance
with the Code so as to cause the Offer not to proceed and BidCo not waiving such
Condition; or
* Spring being in material breach of certain of its obligations under the
Implementation Agreement and failing to remedy any such breach within a
reasonable deadline set by BidCo.
For the purposes of this paragraph 16, "Long Stop Date" means:
if the Offer is implemented by way of the Scheme, the date falling 60 days after
the posting of the Scheme Document to Spring's shareholders; or
if the Offer is implemented by way of a takeover offer instead of by way of the
Scheme, the date falling 60 days after the posting of the Offer Document to
Spring's Shareholders if the Offer has not become or been declared unconditional
as to acceptances by such date, or the date falling 21 days after the Offer
becoming or having been declared unconditional as to acceptances if the Offer
has not become unconditional in all respects by such 21st day.
17. Disclosure of interests in Spring
Except for the irrevocable undertakings referred to in paragraph 12 above, as at
10 August 2009 (the latest practicable date prior to the date of this
announcement), neither Adecco, BidCo, nor any of the directors of Adecco or
BidCo, nor, so far as the directors of Adecco or BidCo are aware, any person
acting in concert with Adecco or BidCo for the purposes of the Offer has any
interest in, right to subscribe for, or has borrowed or lent any Spring Shares
or securities convertible or exchangeable into Spring Shares ("Spring
Securities"), nor does any such person have any short position (whether
conditional or absolute and whether in the money or otherwise) including any
short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery in
relation to Spring Securities.
For these purposes, "arrangement" includes any indemnity or option arrangement
or any agreement or understanding, formal or informal, of whatever nature,
relating to Spring Securities which may be an inducement to deal or refrain from
dealing in such securities. In the interests of secrecy prior to this
announcement, BidCo has not made any enquiries in respect of the matters
referred to in this paragraph of certain parties who may be deemed by the Panel
to be acting in concert with them for the purposes of the Scheme. Enquiries of
such parties will be made as soon as practicable following the date of this
announcement and any material disclosure in respect of such parties will be
included in the Scheme Document.
18. De-listing, cancellation of trading and re-registration
It is intended that, following the Scheme becoming Effective, and subject to
applicable requirements of the London Stock Exchange, BidCo will procure that
Spring applies to the London Stock Exchange to cancel the admission to trading
of the Spring Shares on the London Stock Exchange's main market for listed
securities and to the UK Listing Authority to cancel the listing of the Spring
Shares on the Official List. It is also intended that Spring will be
re-registered as a private limited company as part of the Scheme.
19. Overseas shareholders
The availability of the Offer to Spring Shareholders who are not resident in the
United Kingdom may be affected by the laws of their relevant jurisdiction. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Spring Shareholders who are in
any doubt regarding such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without delay.
20. Spring issued share capital
In accordance with Rule 2.10 of the Code, Spring confirms that it has
164,210,089 Spring Shares in issue (of which 4,242,205 are held in the Spring
Employee Share Option Trust). The International Securities Identification Number
for Spring Shares is GB0008152042.
21. General
The Offer will comply with the applicable rules and regulations of the UK
Listing Authority, the London Stock Exchange and the City Code. The Scheme will
be governed by English law and will be subject to the jurisdiction of the courts
of England and Wales and the Conditions and further terms set out in Appendix I
to this announcement and to be set out in the Scheme Document.
The bases and sources of certain financial information contained in this
announcement are set out in Appendix II to this announcement.
Certain terms used in this announcement are defined in Appendix IV to this
announcement.
Enquiries:
Adecco
+---------------------------------------+---------------------------------------+
| Stephan Howeg | Tel:+41 44 878 8989 |
+---------------------------------------+---------------------------------------+
| Karin Selfors | |
+---------------------------------------+---------------------------------------+
Credit Suisse (financial adviser and corporate broker to BidCo and Adecco)
+------------------------------------+------------------------------------+
| Richard Probert | Tel: +44 20 7888 |
| | 8888 |
+------------------------------------+------------------------------------+
| Joe Hannon | |
+------------------------------------+------------------------------------+
| Zachary Brech | |
+------------------------------------+------------------------------------+
Spring
+------------------------------------+------------------------------------+
| Amir Eilon | Tel: +44 20 7356 |
| | 0701 |
+------------------------------------+------------------------------------+
| Peter Searle | |
+------------------------------------+------------------------------------+
| Neil Martin | |
+------------------------------------+------------------------------------+
BofA Merrill Lynch (financial adviser to Spring)
+------------------------------------+------------------------------------+
| Justin Anstee | Tel: + 44 20 |
| | 7995 2000 |
+------------------------------------+------------------------------------+
| Ken McLaren | |
+------------------------------------+------------------------------------+
| Elliot Richmond | |
+------------------------------------+------------------------------------+
KBC Peel Hunt (corporate broker to Spring)
+---------------------------------------+---------------------------------------+
| Garry Levin | Tel: + 44 20 7418 |
| | 8900 |
+---------------------------------------+---------------------------------------+
| Guy Wiehahn | |
+---------------------------------------+---------------------------------------+
| Daniel Webster | |
+---------------------------------------+---------------------------------------+
Charles Stanley (corporate broker to Spring)
+------------------------------------+------------------------------------+
| Mark Taylor | Tel: + 44 20 |
| | 7149 6000 |
+------------------------------------+------------------------------------+
| | |
+------------------------------------+------------------------------------+
Financial Dynamics (PR adviser to Spring)
+------------------------------------+------------------------------------+
| Ben Atwell | Tel: + 44 20 |
| | 7831 3113 |
+------------------------------------+------------------------------------+
| Susan Quigley | |
+------------------------------------+------------------------------------+
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 or any document
by which the Offer is made. Spring will prepare the Scheme Document to be
distributed to Spring Shareholders. Spring and BidCo urge Spring Shareholders
to read the Scheme Document when it becomes available because it will contain
important information relating to the Offer. Spring Shareholders may obtain a
free copy of the Scheme Document, when it becomes available, from Spring's
registered office or Credit Suisse.
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.
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 herein.
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 herein.
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 herein.
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 herein.
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 will be 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.
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 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
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS
OF THE OFFER
PART A: Conditions of the Offer
The Offer will be subject to the following Conditions:
The Offer will be conditional upon the Scheme becoming unconditional and
Effective, subject to the City Code, by no later than 7 November 2009 or such
later date (if any) as BidCo and Spring may agree and (if required) the Panel
and the Court may allow.
The Scheme will be conditional upon:
* the approval of the Scheme by a majority in number representing not less than 75
per cent in value of the Scheme Shareholders (or the relevant class or classes
thereof) present and voting, either in person or by proxy, at the Court Meeting
and at any separate class meeting which may be required by the Court (or at any
adjournment of any such meeting);
* all the resolutions necessary to approve and implement the Scheme as set out in
the notice of General Meeting in the Scheme Document being duly passed by the
requisite majority at the Spring General Meeting (or at any adjournment
thereof); and
* the sanction of the Scheme by the Court and the confirmation of the Capital
Reduction by the Court (with or without modification, but subject to any
modification being on terms acceptable to BidCo and Spring), and an office copy
of the Final Court Order and the Minute of such reduction attached thereto being
delivered to, filed with and registered by the Registrar of Companies.
BidCo and Spring have agreed that, subject to paragraph 6 of this Part A below,
the Scheme will also be conditional upon the following Conditions and,
accordingly, the necessary actions to make the Offer Effective will not be taken
unless such Conditions (as amended as necessary in accordance with paragraph 7
of this Part A below) have been satisfied (and continue to be satisfied pending
the commencement of the Court Hearing) or waived:
* no Relevant Authority having intervened in a manner which would, and there not
being outstanding any statute, regulation, decision or order made by any
Relevant Authority which would:
* make void, illegal or unenforceable under the laws of any relevant jurisdiction,
or otherwise, directly or indirectly, prevent, prohibit, restrain, restrict,
delay, impose additional conditions or obligations with respect to, impede,
challenge or interfere with the Offer, its implementation, the acquisition or
proposed acquisition of any shares in, or control of, Spring by any member of
the Adecco Group, in each case in a manner which is material in the context of
the Offer;
* require a divestiture by any member of the Wider Adecco Group of a portion of
any Spring Shares;
* require, prevent or delay the divestiture, or alter the terms envisaged for any
divestiture, by any member of the Wider Adecco Group or by any member of the
Wider Spring Group of all or any part of their respective businesses, assets or
liabilities (to an extent which in each case is or is reasonably likely to be
material in the context of the Wider Adecco Group or the Wider Spring Group (as
the case may be), taken as a whole);
* impose any limitation on, or result in any delay in, the ability of any member
of the Wider Adecco Group or any member of the Wider Spring Group to conduct any
of their respective businesses, or to own their respective assets or property or
any part thereof or to integrate or co-ordinate such businesses or any part
thereof with other businesses, or to hold or exercise, directly or indirectly,
any rights of ownership in respect of shares or other securities (or the
equivalent) in, or to exercise any management rights or control over, any of the
businesses or assets or any part thereof, of any member of the Adecco Group or
the Spring Group (to an extent which in each case would be material in the
context of the Wider Adecco Group or the Wider Spring Group (as the case may
be), taken as a whole);
* require, other than pursuant to the Offer or the application of section 983 of
the 2006 Act in relation to Spring Shares, any member of the Wider Adecco Group
or any member of the Wider Spring Group to acquire or to offer to acquire any
shares or other securities (or the equivalent) or interest in, or any asset
owned by any third party if such acquisition or offer would be material in the
context of the Wider Spring Group taken as a whole;
* prevent any member of the Wider Adecco Group or Wider Spring Group from
operating all or any part of their businesses under any name or in any
jurisdiction under or in which it currently does so (with consequences which
would be material in the context of the Wider Adecco Group or the Wider Spring
Group (as the case may be), taken as a whole); or
* save (i) as fairly disclosed in the annual report and accounts of Spring for the
year ended 31 December 2008; (ii) as publicly announced by or on behalf of
Spring (by delivery of an announcement to a Regulatory Information Service) at
any time during the period commencing on 1 January 2009 and ending on 10 August
2009; or (iii) as fairly disclosed to any member of the Wider Adecco Group or
its advisors by or on behalf of Spring before 10 August 2009, otherwise
adversely affect the financial or trading position of any member of the Wider
Spring Group (in a manner which is or is reasonably likely to be material in the
context of the Wider Spring Group, taken as a whole);
* all Approvals reasonably necessary in any jurisdiction for or in respect of the
Offer, the acquisition or proposed acquisition of any shares in, or control of,
Spring by any member of the Adecco Group having been obtained on terms and in a
form reasonably satisfactory to BidCo from all appropriate Relevant Authorities,
and such Approvals together with all material Approvals reasonably necessary for
the carrying on of the business of each member of the Wider Spring Group
remaining in full force and effect, and all material filings and notifications
necessary for such purpose having been made and there being no notice of any
intention to revoke, suspend, restrict, modify or not to renew any of the same,
all necessary waiting and other time periods (including any extension(s)
thereof) under any applicable legislation or regulations of any jurisdiction
having expired, lapsed or been terminated and all applicable statutory or
regulatory obligations in all relevant jurisdictions having been complied with
in all material respects, in each case in respect of the Offer, the acquisition
or proposed acquisition of any shares in, or control of, Spring by any member of
the Adecco Group and in each case where the direct consequence of a failure to
obtain such Approvals or make such filing or notification or to wait for the
expiry, lapse or termination of any such waiting or other time period or to
comply with such obligations would or is reasonably likely to have a material
adverse effect on the Wider Adecco Group taken as a whole or the Wider Spring
Group taken as a whole;
* except (i) as fairly disclosed in the annual report and accounts of Spring for
the year ended 31 December 2008 (ii) as publicly announced by or on behalf of
Spring (by delivery of an announcement to a Regulatory Information Service) at
any time during the period commencing on 1 January 2009 and ending on 10 August
2009 or (iii) as fairly disclosed to any member of the Wider Adecco Group or its
advisors by or on behalf of Spring before 10 August 2009, no member of the Wider
Spring Group having since 31 December 2008:
* recommended, declared, paid or made any dividend, bonus or other distribution,
whether payable in cash or otherwise, other than to Spring or to a wholly-owned
subsidiary of Spring save in relation to the declaration and payment of an
interim dividend of 0.1 pence per share for the six month period ended 30 June
2009;
* save as between Spring and its wholly-owned subsidiaries, for the grant of
options in the ordinary course under the Spring Share Schemes or upon the
exercise of rights to convert into or subscribe for Spring Shares pursuant to
the exercise of options granted in the ordinary course under the Spring Share
Schemes, before 10 August 2009, issued or agreed to issue or authorised the
issue of additional shares of any class, or securities convertible into, or
rights, warrants or options to subscribe for or acquire any such shares or
convertible securities;
* save as between Spring and its wholly-owned subsidiaries or between such
wholly-owned subsidiaries, made or authorised any change to its share or loan
capital or increased or reduced its holding of treasury shares;
* save as between Spring and its wholly-owned subsidiaries or between such
wholly-owned subsidiaries, purchased, redeemed or repaid any of its shares or
other securities or reduced or, save in respect of the matters mentioned in
sub-paragraph (ii) above, made any other change to any part of its share
capital;
* save between Spring and its wholly-owned subsidiaries or between such
wholly-owned subsidiaries, incurred or increased any indebtedness or liability,
actual or contingent, or issued, authorised or made any change in or to any
debentures, in each case to an extent which is material in the context of and
has an adverse effect on the Wider Spring Group taken as a whole;
* save as between Spring and its wholly-owned subsidiaries or between such
wholly-owned subsidiaries, merged or demerged with any body corporate or (other
than in the ordinary course of business) acquired, disposed of, transferred,
mortgaged, encumbered or created any security interest over any business or
assets or any right, title or interest in any business or assets (including
shares in any undertaking and trade investments) which in each case is material
in the context of the Wider Spring Group taken as a whole;
* implemented or authorised any merger, demerger, reconstruction, amalgamation,
scheme, commitment or other equivalent transaction or arrangement or acquisition
or disposal of assets or shares in any undertaking which in each case is
material in the context of the Wider Spring Group taken as a whole;
* entered into, authorised or varied any agreement, transaction, arrangement,
commitment or obligation (whether in respect of capital expenditure or
otherwise) which is loss-making, of a long-term (which shall mean not terminable
by the giving of 12 months' notice or less), onerous or unusual nature or
magnitude, or not in the ordinary course of business, and in each case which is
material in the context of the Wider Spring Group, taken as a whole;
* entered into, authorised or varied any agreement, transaction, arrangement,
commitment or obligation which is restrictive on the business of any member of
the Wider Spring Group or Wider Adecco Group other than to a nature and extent
which is normal in the context of the business concerned, in a manner which is
material in the context of the Wider Spring Group, taken as a whole;
* entered into or changed in any material respect the terms of any service
agreement or other agreement, instrument, arrangement, commitment or obligation
with or for the benefit of any director or senior executive of Spring or any
member of the Spring Group, including any retirement, death or disability
benefit or any share option or bonus scheme;
* waived or compromised any claim which is material in the context of the Wider
Spring Group taken as a whole;
* other than in respect of a member of the Spring Group which is dormant and was
solvent at the relevant time, taken any action or had any legal proceedings
instituted, or threatened on the basis of reasonable grounds and with a
reasonable prospect of success, against it, or petition presented and served and
not otherwise withdrawn or dismissed within 21 days of service, or order made
for its winding up (voluntarily or otherwise), dissolution, administration or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer over all or any of its
assets or revenues or any analogous proceedings or steps in any jurisdiction or
the appointment of any analogous person in any jurisdiction;
* been unable, or admitted in writing that it is unable, to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a material
part of its business;
* altered its memorandum or articles of association or other constitutional
documents in a manner which is material in the context of the Offer;
* except as required as a result of a change under applicable law on or after 31
December 2008, made or agreed or consented to any significant change to the
terms of the trust deeds constituting the pension schemes established for its
directors or employees or their dependants or to the benefits which accrue, or
to the pensions which are payable thereunder, or to the basis on which
qualification for or accrual or entitlement to such benefits or pensions are
calculated or determined or, except in accordance with a valuation undertaken
pursuant to section 224 of the Pensions Act 2004, to the basis upon which the
liabilities (including pensions) of such pension schemes are funded or made, or
agreed or consented to any change to the trustees involving the appointment of a
trust corporation, in each case which is material in the context of the Wider
Spring Group taken as a whole; or
* entered into any agreement, transaction, arrangement or commitment which in each
case is legally binding with respect to any of the transactions, matters or
events referred to in this Condition;
* except (i) as fairly disclosed in the annual report and accounts of Spring for
the year ended 31 December 2008 (ii) as publicly announced by or on behalf of
Spring (by delivery of an announcement to a Regulatory Information Service)
during the period commencing on 1 January 2009 and ending on 10 August 2009 or
(iii) as fairly disclosed to any member of the Wider Adecco Group or its
advisors by or on behalf of Spring before 10 August 2009, there being no
provision of any arrangement, agreement, permit, licence, lease or other
instrument to which any member of the Wider Spring Group is a party or by or to
which any such member or any of its assets may be bound, entitled or subject,
which could or might, as a consequence of the Offer or proposed acquisition by
any member of the Adecco Group of any or all of the shares or other securities
in Spring or because of a change of control or management of Spring or
otherwise, in each case to an extent which is material in the context of the
Wider Spring Group taken as a whole, result in:
* any such arrangement, agreement, permit, licence, lease or other instrument or
the rights, liabilities, obligations or interests of any member of the Wider
Spring Group thereunder being terminated or adversely modified or affected or
any obligation or liability arising or any adverse action being taken or arising
thereunder;
* the rights, liabilities, obligations, interests or business of any member of the
Wider Spring Group in or with any other person, firm, company, body or venture,
or any agreements or arrangements relating to any such interests or business,
being terminated or adversely modified or affected;
* any material interest or material asset of any member of the Wider Spring Group
being or falling to be disposed of or encumbered or ceasing to be available to
any such member, or any right arising under which any such interest or asset
could be required to be disposed of or encumbered or ceasing to be available to
any such member;
* any monies borrowed by, any other indebtedness (actual or contingent) of, or
grant available to any member of the Wider Spring Group, being or becoming
repayable or being capable of being or becoming declared repayable immediately
or prior to their or its stated maturity date or repayment date or the ability
of any such member to borrow monies or to incur any indebtedness being withdrawn
or inhibited or being capable of becoming or being withdrawn or inhibited;
* any mortgage, charge or other security interest being created over the whole or
any substantial part of the business, property, assets or interests of any
member of the Wider Spring Group or any such mortgage, charge or other security
interest (whenever arising or having arisen) being enforced or becoming
enforceable;
* any requirement on any member of the Wider Spring Group to acquire, subscribe,
pay up or repay any shares or other securities which in any case would be likely
to adversely affect any member of the Wider Spring Group;
* any member of the Wider Spring Group ceasing to be able to carry on business
under any name under which it presently does so;
* the creation or assumption of any liabilities (actual or contingent) by any
member of the Wider Spring Group which in any case would be likely to adversely
affect any member of the Wider Spring Group;
* any liability of any member of the Spring Group to make any severance,
termination, bonus or other payment to any of its directors or other officers
which in any case would be likely to adversely affect any member of the Wider
Spring Group; or
* the financial or trading position of any member of the Wider Spring Group being
prejudiced or adversely affected,
and no event having occurred which, under any such arrangement, agreement,
permit, licence, lease or other instrument would or might result in any of the
events or circumstances referred to in paragraphs (i) to (x) of this Condition
3(d), in each case to an extent which is material in the context of the Wider
Spring Group taken as a whole;
* except (i) as fairly disclosed in the annual report and accounts of Spring for
the year ended 31 December 2008 (ii) as publicly announced by or on behalf of
Spring (by delivery of an announcement to a Regulatory Information Service)
during the period commencing on 1 January 2009 and ending on 10 August 2009 or
(iii) as fairly disclosed to any member of the Wider Adecco Group or its
advisors by or on behalf of Spring before 10 August 2009:
* no adverse change or deterioration having occurred in the business, assets,
financial or trading position or profits of the Wider Spring Group to an extent
which is material in the context of the Wider Spring Group taken as a whole;
* no litigation, arbitration proceedings, prosecution or other legal proceedings
having been instituted, announced or threatened or remaining outstanding to
which any member of the Wider Spring Group is or would reasonably be expected to
become a party (whether as claimant, defendant or otherwise) which in any such
case would or would reasonably be expected to materially and adversely affect
the Wider Spring Group taken as a whole;
* no investigation or enquiry by, or complaint or reference to, any Relevant
Authority against or in respect of any member of the Wider Spring Group other
than in relation to the Offer or any part thereof having been threatened,
announced, implemented or instituted or remaining outstanding by, against or in
respect of any member of the Wider Spring Group which in any such case would or
would reasonably be expected to materially and adversely affect the Wider Spring
Group taken as a whole;
* no amendment or termination of any joint venture or partnership to which any
member of the Wider Spring Group is a party having been agreed or permitted
which would have or would reasonably be expected to have a material adverse
effect on the Wider Spring Group taken as a whole; and
* no liability, contingent or otherwise, of any member of the Wider Spring Group
having arisen, become apparent or been increased which would have or would
reasonably be expected to have a material adverse effect on the Wider Spring
Group taken as a whole;
* except (i) as fairly disclosed in the annual report and accounts of Spring for
the year ended 31 December 2008 (ii) as publicly announced by or on behalf of
Spring (by delivery of an announcement to a Regulatory Information Service)
during the period commencing on 1 January 2009 and ending on 10 August 2009 or
(iii) as fairly disclosed to any member of the Wider Adecco Group or its
advisors by or on behalf of Spring before 10 August 2009, BidCo not having
discovered in relation to the Wider Spring Group:
* that any financial, business or other information concerning the Wider Spring
Group as contained in the information disclosed to any member of the Adecco
Group or any of their advisers at any time by or on behalf of any member of the
Wider Spring Group, whether publicly disclosed or not, is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading and which was not subsequently
corrected by fair disclosure to BidCo before 10 August 2009, in each case which
is material in the context of the Wider Spring Group taken as a whole; or
* that any member of the Wider Spring Group is subject to any liability,
contingent or otherwise, which is material in the context of the Wider Spring
Group taken as a whole; and
* except (i) as fairly disclosed in the annual report and accounts of Spring for
the year ended 31 December 2008 (ii) as publicly announced by or on behalf of
Spring (by delivery of an announcement to a Regulatory Information Service)
during the period commencing on 1 January 2009 and ending on 10 August 2009 or
(iii) as fairly disclosed to any member of the Wider Adecco Group or its
advisors by or on behalf of Spring before 10 August 2009, BidCo not having
discovered that:
* any past or present member of the Wider Spring Group has not complied in all
material respects with all applicable legislation or regulations of any
jurisdiction or any agreement or arrangement concerning the use, treatment,
handling, storage, transport, release, disposal, discharge, spillage, leak or
emission of any waste or hazardous substances, or of any substance likely to
impair the environment or harm human health, or otherwise relating to
environmental matters or the health and safety of any humans, or that there has
otherwise been any such use, treatment, handling, storage, transport, release,
disposal, discharge, spillage, leak or emission (whether or not it constituted a
non-compliance by any person with any such legislation, regulations, agreement
or arrangement and wherever it may have taken place) which would be likely to
give rise to any liability or cost on the part of any member of the Wider Spring
Group in each case which is material in the context of the Wider Spring Group
taken as a whole;
* there has been a disposal, discharge, spillage, leak or emission of waste or
hazardous substances, or of any other substance likely to impair the environment
or harm human health, on or from any property now or previously owned, occupied
or made use of by any past or present member of the Spring Group or in which any
past or present member of the Spring Group may have or previously have had or be
deemed to have or to have had an interest under any environmental legislation,
regulation, notice or circular or order of any Relevant Authority or otherwise
which would be likely to give rise to any liability (whether actual or
contingent) of any member of the Spring Group, in each case which is material in
the context of the Wider Spring Group taken as a whole;
* there is, or is likely to be, any liability (actual or contingent) to improve or
install new plant or equipment or to make good, repair, reinstate or clean up
any property now or previously owned, occupied or made use of by any past or
present member of the Spring Group, or in which any such member may now have, or
previously had, any interest, under any environmental legislation, regulation,
order, notice or legally binding decision of any Relevant Authority in each case
which is material in the context of the Wider Spring Group taken as a whole; or
* circumstances exist (whether as a result of the making of the Offer or
otherwise):
* which would be likely to lead to any Relevant Authority instituting; or
* whereby any member of the Spring Group or any present or past member of the
Spring Group would be likely to be required to institute,
any environmental audit or take any other steps which would in any such case
be likely to result in any liability (whether actual or contingent) to make
good, repair, reinstate or clean up any property now or previously owned,
occupied or made use of by any past or present member of the Spring Group, or in
which any such member may now have, or previously had, any interest, which is
material in the context of the Spring Group taken as a whole.
For the purposes of the Conditions, a Relevant Authority shall be regarded as
having "intervened" if it has instituted or implemented any action, proceeding,
suit, investigation, enquiry or reference or has made or enacted any statute,
regulation, decision or order, and "intervene" shall be construed accordingly.
For the purposes of the Conditions, information shall be regarded as having been
"fairly disclosed to any member of the Wider Adecco Group" if it has been made
available (i) in the virtual data room established in connection with the Offer,
(ii) in documents disclosed during meetings or presentations held in connection
with the Offer or (iii) in written answers to or documents disclosed in response
to due diligence queries raised by or on behalf of BidCo as part of a formal
agreed process in connection with the Offer.
Subject to the requirements of the Panel in accordance with the City Code, BidCo
reserves its right to waive all or any of the Conditions set out in paragraphs
3(a) to 3(g) inclusive in whole or in part. BidCo shall be under no obligation
to waive or treat as fulfilled any of those Conditions by a date earlier than
the date specified in Condition 1 for the fulfilment thereof, notwithstanding
that others of those Conditions may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances indicating
that any of such Conditions may not be capable of fulfilment.
If BidCo is required by the Panel to make an offer or offers for the Spring
Shares under the provisions of Rule 9 of the City Code, BidCo may make such
alterations to the Conditions as are necessary to comply with the provisions of
that Rule.
PART B: Terms of the Offer
1. This announcement and any rights or liabilities arising under it are governed by
English law and subject to the jurisdiction of the English courts. The Offer
will be governed by English law and be subject to the jurisdiction of the
English courts, to the conditions set out above and below and in the Scheme
Document.
Save with the consent of the Panel, the Offer will lapse and the Scheme will not
proceed if, after the date of this announcement and before the date of the Court
Meeting (or, in the case of a takeover offer, before 1.00 p.m. on the first
closing date of the takeover offer or the date on which the takeover offer
becomes or is declared unconditional as to acceptances, whichever is the later):
* the European Commission either:
* initiates proceedings in respect of the Offer, or any matter arising from it,
under Article 6(1)(c) of Council Regulation (EC) 139/2004; or
* makes a referral to a competent authority of the United Kingdom under Article
9(3)(b) of that Regulation and the Offer, or any matter arising from it, is
subsequently referred to the Competition Commission in the United Kingdom; or
* the Offer, or any matter arising from it, is referred to the Competition
Commission in the United Kingdom.
The Spring Shares which will be acquired by BidCo pursuant to the Offer will be
acquired fully paid and free from all liens, equities, charges, encumbrances,
rights of pre-emption and other interests and together with all rights now or
subsequently attaching to the Spring Shares, including the right to receive and
retain all dividends and other distributions declared, made or paid after 11
August 2009, other than the declaration and payment of the interim dividend of
0.1 pence per share for the six month period ended 30 June 2009.
APPENDIX II
BASES AND SOURCES AND OTHER INFORMATION
The value attributed to the entire issued and to be issued share capital of
Spring is based upon the aggregate of (i) that number of Spring Shares in issue
as at close of business on 10 August 2009, being 164,210,089; and (ii) an
additional 8,810,789 Spring Shares (net of 4,242,205 shares held in the Spring
Employee Share Option Trust and expected to be used to satisfy the exercise of
share options) issuable on the exercise of share options as at 10 August
2009. An additional 1,096,667 Spring Shares are issuable on the exercise of
certain warrants as at 10 August 2009.
The financial information relating to Spring has been extracted or provided
(without material adjustment) from Spring's annual report and accounts for the
year ended 31 December 2008 and the unaudited interim results for the six months
ended 30 June 2009.
The financial information relating to Adecco has been extracted or provided
(without material adjustment) from the audited consolidated financial statements
of Adecco for the year ended 31 December 2008 and the unaudited interim results
for the six months ended 30 June 2009.
All prices for Spring Shares have been derived from the Daily Official List and
represent the Closing Price on the relevant date.
APPENDIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS
The following directors of Spring have given irrevocable undertakings as
described in paragraph 12 of this announcement in respect of the number of
Spring Shares set out below:
+---------------+-----------+----------+
| Name | Number | Per |
| | of | cent |
| | Spring | of |
| | Shares |Spring's |
| | | Issued |
| | | Share |
| | | Capital |
+---------------+-----------+----------+
| Peter |1,050,000 | 0.64% |
| Searle | | |
+---------------+-----------+----------+
| Neil | 235,700 | 0.14% |
| Martin | | |
+---------------+-----------+----------+
| Amir | 627,867 | 0.38% |
| Eilon | | |
+---------------+-----------+----------+
| Andrew | 137,065 | 0.08% |
| Pinder | | |
+---------------+-----------+----------+
| Jonathan | 30,490 | 0.02% |
| Wright | | |
+---------------+-----------+----------+
| Shena Winning | 9,532 | 0.01% |
+---------------+-----------+----------+
| Total |2,090,654 | 1.27% |
+---------------+-----------+----------+
Adam Cohn has also given an irrevocable undertaking that he will not acquire any
Spring Shares. In addition, the directors of Spring named in the table above
have agreed that the undertaking to vote in favour of the Scheme and the
resolutions at the Court Meeting and the General Meeting will extend to shares
issued to them before the Offer becomes Effective on the exercise of certain
options. Subject to these undertakings not otherwise having lapsed in accordance
with their terms, these undertakings will remain binding in the event of a
competing offer being made for Spring. In summary, these undertakings will lapse
if: (a) the Scheme Document has not been despatched to Spring Shareholders on or
before 8 September 2009 (or such later time as may be agreed by the Panel); or
(b) the Offer lapses or is withdrawn; or (c) the Offer is not Effective on or
before (i) the date which is 60 days after the date of the Scheme Document; or
(ii) the date which is 60 days after the date of the Offer Document if the Offer
is implemented by way of a takeover offer instead (and unconditional in all
respects within 21 days of the date upon which the takeover offer becomes or is
declared unconditional as to acceptances); or (d) the Company pays the
compensation fee referred to in the Implementation Agreement.
The following shareholder of Spring has given an irrevocable undertaking as
described in paragraph 12 of this announcement in respect of the number of
Spring Shares set out below:
+----------+------------+----------+
| Name | Number | Per |
| | of | cent |
| | Spring | of |
| | Shares |Spring's |
| | | Issued |
| | | Share |
| | | Capital |
+----------+------------+----------+
| ET |58,883,795 | 35.86% |
| Training | | |
+----------+------------+----------+
Subject to the undertaking not otherwise having lapsed in accordance with its
terms, the undertaking will remain binding in the event of a competing offer
being made for Spring. The undertaking will lapse if: (a) the Offer lapses or
is withdrawn; or (b) the Offer is not Effective on or before (i) the date which
is 60 days after the date of the Scheme Document; or (ii) the date which is 60
days after the date of the Offer Document if the Offer is implemented by way of
a takeover offer instead (and unconditional in all respects within 21 days of
the date upon which the takeover offer becomes or is declared unconditional as
to acceptances)
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise.
+----------------+--------------------+
| 1985 | the |
| Act | Companies |
| | Act 1985 |
| | (as |
| | amended |
| | or |
| | replaced) |
+----------------+--------------------+
| 2006 | the |
| Act | Companies |
| | Act 2006 |
| | (as |
| | amended |
| | or |
| | replaced) |
+----------------+--------------------+
| Adecco | Adecco |
| | S.A., |
| | a |
| | Swiss |
| | Corporation |
| | listed on |
| | the Swiss |
| | Stock |
| | Exchange |
+----------------+--------------------+
| Adecco | Adecco |
| Group | and |
| | its |
| | subsidiary |
| | undertakings |
+----------------+--------------------+
| Approval | approvals, |
| | authorisations, |
| | orders, grants, |
| | determinations, |
| | recognitions, |
| | confirmations, |
| | consents, |
| | licences, |
| | clearances, |
| | waivers, |
| | certificates |
| | and permissions |
+----------------+--------------------+
| Associated | have |
| undertaking | the |
| and | meanings |
| undertaking | ascribed |
| | to them |
| | under |
| | the 1985 |
| | Act |
+----------------+--------------------+
| BidCo | Adecco |
| | UK |
| | Holdco |
| | Limited, |
| | an |
| | English |
| | company |
| | wholly-owned |
| | by Adecco |
+----------------+--------------------+
| BofA | Merrill |
| Merrill | Lynch |
| Lynch | International |
+----------------+--------------------+
| Business | a day, |
| Day | not |
| | being |
| | a |
| | public |
| | holiday, |
| | Saturday |
| | or |
| | Sunday, |
| | on which |
| | clearing |
| | banks in |
| | London |
| | are open |
| | for |
| | normal |
| | business |
+----------------+--------------------+
| Capital | the |
| Reduction | proposed |
| | reduction |
| | of the |
| | share |
| | capital |
| | of Spring |
| | in |
| | connection |
| | with the |
| | Scheme |
| | under |
| | sections |
| | 135 and |
| | 137 of the |
| | 1985 Act |
+----------------+--------------------+
| Charles | Charles |
| Stanley | Stanley |
| | Securities, |
| | a trading |
| | division of |
| | Charles |
| | Stanley & |
| | Co. Limited |
+----------------+--------------------+
| City | the |
| Code | City |
| or | Code |
| Code | on |
| | Takeovers |
| | and |
| | Mergers |
+----------------+--------------------+
| Closing | the |
| Price | closing |
| | middle |
| | market |
| | price |
| | of a |
| | Spring |
| | Share |
| | as |
| | derived |
| | from |
| | the |
| | Daily |
| | Official |
| | List |
+----------------+--------------------+
| Conditions | the |
| | conditions |
| | to the |
| | implementation |
| | of the Offer, |
| | as set out in |
| | Appendix I of |
| | this |
| | announcement |
| | and to be set |
| | out in the |
| | Scheme |
| | Document |
+----------------+--------------------+
| Court | the |
| | High |
| | Court |
| | of |
| | Justice |
| | in |
| | England |
| | and |
| | Wales |
+----------------+--------------------+
| Court | the |
| Hearing | hearing |
| | by the |
| | Court |
| | of the |
| | petition |
| | to |
| | sanction |
| | the |
| | Scheme |
| | under |
| | Part 26 |
| | of the |
| | 2006 |
| | Act, to |
| | confirm |
| | the |
| | Capital |
| | Reduction |
| | and to |
| | grant the |
| | Final |
| | Court |
| | Order |
+----------------+--------------------+
| Court | the |
| Meeting | meeting |
| | or |
| | meetings |
| | of |
| | Spring |
| | Shareholders |
| | to be |
| | convened by |
| | order of the |
| | Court |
| | pursuant to |
| | Part 26 of |
| | the 2006 Act |
| | to approve |
| | the Scheme |
| | (with or |
| | without |
| | amendment) |
| | including |
| | any |
| | adjournment |
| | or |
| | postponement |
| | of any such |
| | meeting |
+----------------+--------------------+
| Credit | Credit |
| Suisse | Suisse |
| | Securities |
| | (Europe) |
| | Limited |
+----------------+--------------------+
| Daily | the |
| Official | daily |
| List | official |
| | list of |
| | the |
| | London |
| | Stock |
| | Exchange |
+----------------+--------------------+
| EC | Council |
| Merger | Regulation |
| Regulation | (EC) No. |
| | 139/2004 |
+----------------+--------------------+
| Effective | (i) if |
| | the |
| | Offer |
| | is |
| | implemented |
| | by way of |
| | the Scheme, |
| | the Scheme |
| | having |
| | become |
| | effective |
| | pursuant to |
| | its terms; |
| | or |
| | (ii) if the |
| | Offer is |
| | implemented |
| | by way of a |
| | takeover |
| | offer, such |
| | offer |
| | having been |
| | declared or |
| | become |
| | unconditional |
| | in all |
| | respects in |
| | accordance |
| | with the |
| | requirements |
| | of the City |
| | Code |
+----------------+--------------------+
| Effective | the |
| Date | date |
| | on |
| | which |
| | the |
| | Offer |
| | becomes |
| | Effective |
+----------------+--------------------+
| ET | ET |
| Training | Training |
| | LLC |
+----------------+--------------------+
| Final | the |
| Court | order |
| Order | of the |
| | Court |
| | sanctioning |
| | the Scheme |
| | under Part |
| | 26 of the |
| | 2006 Act, |
| | confirming |
| | the Capital |
| | Reduction |
| | under |
| | section 137 |
| | of the 1985 |
| | Act and |
| | authorising |
| | the |
| | re-registration |
| | of Spring as a |
| | private company |
| | under section |
| | 139 of the 1985 |
| | Act |
+----------------+--------------------+
| General | the |
| Meeting | general |
| | meeting |
| | of |
| | Spring |
| | Shareholders |
| | (or any |
| | adjournment |
| | thereof) to |
| | be convened |
| | to consider |
| | and, if |
| | thought fit, |
| | pass the |
| | resolutions |
| | required to |
| | implement |
| | the Capital |
| | Reduction |
| | and certain |
| | other |
| | matters |
| | relating to |
| | the Scheme |
| | and the |
| | Offer |
+----------------+--------------------+
| Implementation | implementation |
| Agreement | agreement |
| | entered into |
| | by BidCo, |
| | Adecco and |
| | Spring on 11 |
| | August 2009 |
+----------------+--------------------+
| KBC | KBC |
| Peel | Peel |
| Hunt | Hunt |
| | Ltd |
+----------------+--------------------+
| Listing | the |
| Rules | listing |
| | rules |
| | of the |
| | UK |
| | Listing |
| | Authority |
| | (as |
| | amended |
| | from time |
| | to time) |
+----------------+--------------------+
| London | London |
| Stock | Stock |
| Exchange | Exchange |
| | plc |
+----------------+--------------------+
| Meetings | the |
| | Court |
| | Meeting |
| | and the |
| | General |
| | Meeting |
+----------------+--------------------+
| Member | a |
| State | member |
| | state |
| | of the |
| | European |
| | Union |
+----------------+--------------------+
| Minute | the |
| | minute |
| | (approved |
| | by the |
| | Court) |
| | showing |
| | with |
| | respect |
| | to |
| | Spring's |
| | share |
| | capital, |
| | as |
| | altered |
| | by the |
| | Final |
| | Court |
| | Order |
| | confirming |
| | the |
| | Capital |
| | Reduction, |
| | the |
| | information |
| | required by |
| | section 138 |
| | of the 1985 |
| | Act |
+----------------+--------------------+
| Offer | the |
| | proposed |
| | offer by |
| | BidCo to |
| | acquire |
| | Spring |
| | to be |
| | implemented |
| | by way of |
| | the Scheme |
| | and the |
| | other |
| | matters |
| | relevant |
| | thereto to |
| | be |
| | considered |
| | at the |
| | Court |
| | Meeting and |
| | the General |
| | Meeting or, |
| | subject to |
| | the consent |
| | of the |
| | Panel, by |
| | way of a |
| | takeover |
| | offer |
+----------------+--------------------+
| Offer | if |
| Document | Adecco |
| | elects |
| | to |
| | implement |
| | the Offer |
| | by way of |
| | a |
| | takeover |
| | offer |
| | instead |
| | of by way |
| | of the |
| | Scheme, |
| | the |
| | document |
| | to be |
| | despatched |
| | to |
| | (amongst |
| | others) |
| | Spring's |
| | shareholders |
| | (and holders |
| | of any other |
| | securities |
| | in Spring to |
| | which the |
| | Offer |
| | relates) by |
| | which the |
| | Offer will |
| | be made |
+----------------+--------------------+
| Official | the |
| List | Official |
| | List of |
| | the UK |
| | Listing |
| | Authority |
+----------------+--------------------+
| Panel | the |
| | Panel |
| | on |
| | Takeovers |
| | and |
| | Mergers |
+----------------+--------------------+
| Pence | the |
| or GBP | lawful |
| | currency |
| | of the |
| | United |
| | Kingdom |
+----------------+--------------------+
| Registrar | the |
| of | Registrar |
| Companies | of |
| | Companies |
| | for |
| | England |
| | and Wales |
+----------------+--------------------+
| Regulatory | one of |
| Information | the |
| Service | regulatory |
| | information |
| | services |
| | authorised |
| | by the UK |
| | Listing |
| | Authority |
| | to receive, |
| | process and |
| | disseminate |
| | regulatory |
| | information |
| | from listed |
| | companies |
+----------------+--------------------+
| Relevant | any |
| Authority | central |
| | bank, |
| | ministry, |
| | governmental, |
| | quasi-governmental |
| | (including the |
| | European Union), |
| | supranational, |
| | statutory, |
| | regulatory, |
| | administrative or |
| | investigative body |
| | or authority |
| | (including any |
| | national or |
| | supranational |
| | antitrust, |
| | competition or |
| | merger control |
| | authority or |
| | similar |
| | authority), |
| | national, state, |
| | municipal or local |
| | government |
| | (including |
| | subdivision, |
| | court, |
| | administrative |
| | agency or |
| | commission or |
| | other authority |
| | thereof), |
| | government |
| | department, |
| | private body |
| | exercising |
| | regulatory, |
| | taxing, importing |
| | or other |
| | authority, court, |
| | agency (including |
| | trade agency), |
| | association, |
| | institution or |
| | professional or |
| | environmental body |
+----------------+--------------------+
| Scheme | the |
| | scheme |
| | of |
| | arrangement |
| | proposed to |
| | be made |
| | under Part |
| | 26 of the |
| | 2006 Act |
| | between |
| | Spring and |
| | the Scheme |
| | Shareholders, |
| | with or |
| | subject to |
| | any |
| | modification, |
| | addition or |
| | condition |
| | approved or |
| | imposed by |
| | the Court and |
| | agreed to by |
| | BidCo |
+----------------+--------------------+
| Scheme | the |
| Document | document |
| | containing |
| | and |
| | setting |
| | out, inter |
| | alia, the |
| | full terms |
| | and |
| | conditions |
| | of the |
| | Scheme and |
| | containing |
| | the |
| | notices |
| | convening |
| | the Court |
| | Meeting |
| | and |
| | General |
| | Meeting |
+----------------+--------------------+
| Scheme | the |
| Record | time |
| Time | and |
| | date |
| | specified |
| | as such |
| | in the |
| | Scheme |
| | Document, |
| | expected |
| | to be |
| | 5.00 p.m. |
| | on 18 |
| | October |
| | 2009 |
+----------------+--------------------+
| Scheme | the |
| Shareholders | holders |
| | of |
| | Scheme |
| | Shares |
+----------------+--------------------+
| Scheme | Spring |
| Shares | Shares: |
| | (i) in |
| | issue |
| | at the |
| | date of |
| | the |
| | Scheme |
| | Document; |
| | (ii) (if |
| | any) |
| | issued |
| | after the |
| | date of |
| | the |
| | Scheme |
| | Document |
| | and prior |
| | to the |
| | Scheme |
| | Voting |
| | Record |
| | Time; and |
| | (iii) (if |
| | any) |
| | issued on |
| | or after |
| | the |
| | Scheme |
| | Voting |
| | Record |
| | Time and |
| | before |
| | the |
| | Scheme |
| | Record |
| | Time |
| | either on |
| | terms |
| | that the |
| | original |
| | or any |
| | subsequent |
| | holders |
| | thereof |
| | shall be |
| | bound by |
| | the Scheme |
| | and/or in |
| | respect of |
| | which the |
| | holders |
| | thereof |
| | shall have |
| | agreed to |
| | be bound |
| | by the |
| | Scheme, |
| | but |
| | excluding |
| | any Spring |
| | Shares |
| | held by |
| | Adecco or |
| | BidCo |
+----------------+--------------------+
| Scheme | the |
| Voting | time |
| Record | and |
| Time | date |
| | specified |
| | in the |
| | Scheme |
| | Document |
| | by |
| | reference |
| | to which |
| | entitlement |
| | to vote on |
| | the Scheme |
| | will be |
| | determined |
+----------------+--------------------+
| SEC | the US |
| | Securities |
| | and |
| | Exchange |
| | Commission |
+----------------+--------------------+
| Spring | Spring |
| | Group |
| | plc |
+----------------+--------------------+
| Spring | Spring |
| Group | and |
| | its |
| | subsidiary |
| | undertakings |
+----------------+--------------------+
| Spring | the |
| Share | Spring |
| Schemes | 1989 |
| | Executive |
| | Share |
| | Option |
| | Scheme, |
| | the |
| | Spring |
| | 2001 |
| | Executive |
| | Share |
| | Option |
| | Scheme, |
| | the |
| | Spring |
| | 2001 |
| | Savings |
| | Related |
| | Share |
| | Option |
| | Scheme, |
| | the |
| | Spring |
| | Long Term |
| | Incentive |
| | Plan, the |
| | Spring |
| | Restricted |
| | Share |
| | Awards, |
| | the Spring |
| | Colleague |
| | Share |
| | Option |
| | Scheme and |
| | the Spring |
| | Company |
| | Share |
| | Option |
| | Plan 2000 |
+----------------+--------------------+
| Spring | registered |
| Shareholders | holders of |
| | Spring |
| | Shares |
| | from time |
| | to time |
+----------------+--------------------+
| Spring | ordinary |
| Shares | shares |
| | of 10 |
| | pence |
| | each in |
| | the |
| | capital |
| | of |
| | Spring |
+----------------+--------------------+
| Subsidiary | has |
| | the |
| | meaning |
| | ascribed |
| | to it in |
| | Section |
| | 1159 of |
| | the 2006 |
| | Act |
+----------------+--------------------+
| Subsidiary | has |
| undertaking | the |
| | meaning |
| | ascribed |
| | to it in |
| | Section |
| | 1162 of |
| | the 2006 |
| | Act |
+----------------+--------------------+
| Substantial | a |
| Interest | direct |
| | or |
| | indirect |
| | interest |
| | of 10 |
| | per cent |
| | or more |
| | of the |
| | equity |
| | share |
| | capital |
| | (as |
| | defined |
| | in the |
| | 1985 |
| | Act) in |
| | a |
| | company |
| | or |
| | undertaking |
| | or |
| | equivalent |
+----------------+--------------------+
| Third | any |
| Party | central |
| | bank, |
| | ministry, |
| | government, |
| | government |
| | department, |
| | governmental, |
| | quasi-governmental |
| | (including the |
| | European Union), |
| | supranational, |
| | statutory |
| | regulatory or |
| | investigative body |
| | or authority |
| | (including any |
| | national or |
| | supranational |
| | anti-trust or |
| | merger control |
| | authority), |
| | national, state, |
| | municipal or local |
| | government |
| | (including any |
| | subdivision, |
| | court, |
| | administrative |
| | agency or |
| | commission or |
| | other authority |
| | thereof), private |
| | body or other |
| | authority, trade |
| | agency, |
| | association, |
| | institution or |
| | professional or |
| | environmental body |
| | in any relevant |
| | jurisdiction, |
| | including for the |
| | avoidance of |
| | doubt, the Panel |
+----------------+--------------------+
| UK | the |
| Listing | Financial |
| Authority | Services |
| | Authority |
| | acting in |
| | its |
| | capacity |
| | as the |
| | competent |
| | authority |
| | for |
| | listing |
| | under the |
| | Financial |
| | Services |
| | and |
| | Markets |
| | Act 2000 |
+----------------+--------------------+
| UK or | the |
| United | United |
| Kingdom | Kingdom |
| | of |
| | Great |
| | Britain |
| | and |
| | Northern |
| | Ireland |
+----------------+--------------------+
| US | the |
| Exchange | United |
| Act | States |
| | Securities |
| | Exchange |
| | Act of |
| | 1934, as |
| | amended |
| | and the |
| | rules and |
| | regulations |
| | promulgated |
| | thereunder |
+----------------+--------------------+
| US or | the |
| United | United |
| States | States |
| | of |
| | America, |
| | its |
| | territories |
| | and |
| | possessions, |
| | any State of |
| | the United |
| | States of |
| | America and |
| | the District |
| | of Colombia |
+----------------+--------------------+
| Wider | Adecco |
| Adecco | and |
| Group | the |
| | subsidiaries |
| | and |
| | subsidiary |
| | undertakings |
| | of Adecco |
| | and |
| | associated |
| | undertakings |
| | (including |
| | any joint |
| | venture, |
| | partnership, |
| | firm or |
| | company) in |
| | which any |
| | member of |
| | the Adecco |
| | Group is |
| | interested |
| | or any |
| | undertaking |
| | in which |
| | Adecco and |
| | such |
| | undertakings |
| | (aggregating |
| | their |
| | interests) |
| | have a |
| | Substantial |
| | Interest |
+----------------+--------------------+
| Wider | Spring |
| Spring | and |
| Group | the |
| | subsidiaries |
| | and |
| | subsidiary |
| | undertakings |
| | of Spring |
| | and |
| | associated |
| | undertakings |
| | (including |
| | any joint |
| | venture, |
| | partnership, |
| | firm or |
| | company) in |
| | which any |
| | member of |
| | the Spring |
| | Group is |
| | interested |
| | or any |
| | undertaking |
| | in which |
| | Spring and |
| | such |
| | undertakings |
| | (aggregating |
| | their |
| | interests) |
| | have a |
| | Substantial |
| | Interest |
+----------------+--------------------+
References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this announcement. All references to time in this announcement
are to London time unless otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFQFLBFKVBEBBQ
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