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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