Latest Share Chat

PNA.L Regulatory News (PNA)

PNA.L Information

There is currently no data for PNA

Recommended Cash Offer for Penna Consulting Plc

9 Mar 2016 07:00

RNS Number : 4768R

Olsten (U.K.) Holdings Limited

09 March 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

9 March 2016

RECOMMENDED CASH OFFER

for

PENNA CONSULTING PLC

OLSTEN (U.K.) HOLDINGS LIMITED

an indirect wholly-owned subsidiary of

ADECCO S.A.

to be effected

by way of a scheme of arrangementunder Part 26 of the Companies Act 2006

Summary

· The boards of Adecco S.A. ("Adecco") and Penna Consulting Plc ("Penna") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Olsten (U.K.) Holdings Limited ("Olsten") (an indirect wholly-owned subsidiary of Adecco) for the entire issued and to be issued ordinary share capital of Penna (the "Offer"). It is intended that the Offer will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

· Under the terms of the Offer, each Penna Shareholder will be entitled to receive:

365 pence in cash per Penna Share

· The Offer values the entire issued and to be issued ordinary share capital of Penna at approximately £105.3 million on a fully diluted basis.

· Penna Shareholders will also continue to be entitled to receive the interim dividend of 4 pence per Penna Share declared by the Penna Directors on 10 November 2015 for the six month period ended 30 September 2015.

· The Offer Price is at the Closing Price of 365 pence per Penna Share on 8 March 2016 (being the last Business Day prior to this Announcement) and represents a premium of approximately:

- 62 per cent. to the average Closing Price of 226 pence per Penna Share for the 12 month period to 8 March 2016 (being the last Business Day prior to this Announcement);

- 30 per cent. to the average Closing Price of 280 pence per Penna Share for the six month period to 8 March 2016 (being the last Business Day prior to this Announcement); and

- 166 per cent. to the Closing Price of 137 pence per Penna Share 12 months ago on 9 March 2015.

· The Offer Price represents an implied enterprise value of 15.5 times Penna's reported EBITDA for the 12 months to 30 September 2015.

· The acquisition of Penna represents an excellent strategic fit with Adecco's existing operations and will broaden the range of services Adecco is able to offer to its clients in the UK and elsewhere. Adecco and Penna have a long history of working together and the combination of the operations of Adecco and Penna is a logical development of this relationship.

· The Penna Directors, who have been so advised by J.P. Morgan Cazenove as financial adviser and Panmure Gordon (as the independent adviser for the purposes of Rule 3 of the Code), consider the terms of the Offer to be fair and reasonable. In providing advice to the Penna Directors, J. P. Morgan Cazenove and Panmure Gordon have taken into account the commercial assessments of the Penna Directors.

· Accordingly, the Penna Directors intend to recommend unanimously that Penna Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as all the Penna Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 7,825,736 Penna Shares (representing, in aggregate, approximately 30 per cent. of the Penna Shares in issue on 8 March 2016 (being the last Business Day prior to this Announcement)).

· In addition to the irrevocable undertakings from the Penna Directors, Adecco and Olsten have received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Adecco exercises its right to implement the Offer by way of a Takeover Offer, to accept such offer) from Jeremy Hosking, Susan Ackford, Helium Special Situations Fund, The Mumme Ackford Charitable Trust and Artemis Alpha Trust plc in respect of 9,845,295 Penna Shares representing, in aggregate, approximately 38 per cent. of the Penna Shares in issue on 8 March 2016 (being the last Business Day prior to this Announcement).

· Therefore, as at the date of this Announcement, Adecco and Olsten have received irrevocable undertakings with respect to a total of 17,671,031 Penna Shares representing approximately 68 per cent. of the Penna Shares in issue on 8 March 2016 (being the last Business Day prior to this Announcement).

· Full details of the irrevocable undertakings received by Adecco and Olsten are set out in Appendix III to this Announcement.

· The consideration payable under the terms of the Offer will be funded from Adecco's existing cash resources.

· It is intended that the Offer be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (or, if Adecco elects and with the consent of the Takeover Panel, a Takeover Offer). The purpose of the Scheme is to provide for Adecco to become the owner of the whole of the issued and to be issued ordinary share capital of Penna. The Scheme will be put to Penna Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Penna Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. The Scheme must also be approved by Penna Shareholders at the General Meeting.

· The Offer is subject to the Conditions and other terms set out in Appendix I to this Announcement and to be set out in the Scheme Document.

· Further details of the Offer will be contained in the Scheme Document which is intended to be posted to Penna Shareholders, and, for information only, to participants in the Penna Share Schemes, along with the notices of the Court Meeting and the General Meeting and the Forms of Proxy, within 28 days of the date of this Announcement, unless Adecco and Penna otherwise agree, and the Takeover Panel consents, to a later date. Subject to the Conditions and certain further terms set out in Appendix I to this Announcement, the Offer is expected to become Effective during the first half of 2016.

Commenting on the Offer, Gary Browning, Chief Executive Officer of Penna, said:

"After careful consideration, the board of Penna is pleased to recommend the cash offer of 365 pence per Penna Share. Adecco will be a strong strategic partner for Penna, allowing Adecco to offer a highly attractive value proposition to Penna Shareholders, after a period of very strong performance by Penna. We are also pleased to announce that Penna Shareholders will be entitled to the interim dividend as announced on 10 November 2015."

Commenting on the Offer, Alain Dehaze, Chief Executive Officer of Adecco, said:

"We are very pleased to have reached this agreement with Penna. Adecco and Penna have a long history of working together and Penna represents an excellent strategic fit for Adecco in UK HR services, expanding the breadth and depth of services Adecco is able to offer to its clients. The acquisition of Penna also offers meaningful synergy potential for Adecco in the UK."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices. In particular, the Offer is subject to the Conditions and further terms as set out in Appendix I. Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

Enquiries:

Adecco

David Hancock Tel: +41 (0) 44 878 88 26

Marina Morsellino Tel: +41 (0) 44 878 87 87

Smith Square Partners (Financial adviser to Adecco and Olsten)

Jonathan Coddington Tel: +44 (0) 20 3696 7260

Sylvester Oppong

Penna

Gary Browning Tel: +44 (0) 20 7332 7750

David Firth Tel: +44 (0) 20 7332 7751

J.P. Morgan Cazenove (Financial adviser to Penna)

Christopher Dickinson Tel: +44 (0) 20 7742 4000

Guy Bomford

Panmure Gordon (Rule 3 adviser, nominated adviser and corporate broker to Penna)

Karri Vuori Tel: +44 (0) 20 7886 2500

Dominic Morley

James Greenwood

Vigo Communications (Public relations adviser to Penna)

Ben Simons Tel: +44 (0) 20 7830 9700

Jeremy Garcia

Fiona Henson

Smith Square Partners, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Adecco and Olsten and no one else in connection with the Offer and other matters set out in this Announcement and will not be responsible to anyone other than Adecco and Olsten for providing the protections afforded to clients of Smith Square Partners, or for providing advice in connection with the Offer or any matter referred to herein.

J.P. Morgan Limited is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan Limited conducts its UK investment banking business as J.P. Morgan Cazenove. J.P. Morgan Cazenove is acting as financial adviser exclusively for Penna and no one else in connection with the Offer and other matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than Penna for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to herein.

Panmure Gordon is authorised and regulated in the United Kingdom by the FCA. Panmure Gordon is acting as Rule 3 Adviser, nominated adviser and corporate broker exclusively for Penna and no one else in connection with the Offer and other matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than Penna for providing the protections afforded to clients of Panmure Gordon, nor for providing advice in relation to any matter referred to herein.

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any 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. The Offer will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any approval, decision or other response to the Offer should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Offer once it has been dispatched.

This Announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules 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 jurisdictions outside the United Kingdom.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

Overseas shareholders

The laws of the relevant jurisdictions may affect the availability of the Offer to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Penna Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Penna Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility and liability for the violation of such restrictions by any person.

The Offer will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Offer is implemented by way of a Takeover Offer and extended into the US, Adecco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. The Offer relates to the shares of a UK company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if Adecco were to elect to implement the Offer by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Adecco and no one else. In addition to any such Takeover Offer, Adecco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Penna outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the Exchange Act.

Forward-looking statements

This Announcement may contain certain "forward-looking statements" with respect to Adecco, Olsten or Penna. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Adecco Group or the Penna Group and potential synergies resulting from the Offer; and (iii) the effects of government regulation on the business of the Adecco Group or the Penna Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Adecco, Olsten or Penna or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Adecco, Olsten and Penna assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for Adecco or Penna respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Adecco or Penna respectively.

Right to switch to a Takeover Offer

Adecco reserves the right to elect, with the consent of the Takeover Panel, to implement the Offer by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Penna as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Adecco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Adecco's website at www.adecco.com/en-US/investors/Pages/penna-transaction-documents.aspx and Penna's website at www.penna.com by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.2 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Smith Square Partners on +44 (0) 20 3696 7260 or J.P. Morgan Cazenove on +44 (0) 20 7777 2000. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.2 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Information relating to Penna Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Penna Shareholders, persons with information rights and other relevant persons for the receipt of communications from Penna may be provided to Olsten during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, Penna confirms that as at the close of business on 8 March 2016, being the last Business Day prior to this Announcement, it had 25,908,105 ordinary shares of 5 pence each in issue and admitted to trading on AIM under ISIN reference GB0006794662.

For immediate release

9 March 2016

RECOMMENDED CASH OFFER

for

PENNA CONSULTING PLC

OLSTEN (U.K.) HOLDINGS LIMITED

an indirect wholly-owned subsidiary of

ADECCO S.A.

to be effected

by way of a scheme of arrangementunder Part 26 of the Companies Act 2006

1. Introduction

The boards of Adecco S.A. ("Adecco") and Penna Consulting Plc ("Penna") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Olsten (U.K.) Holdings Limited ("Olsten") (an indirect wholly-owned subsidiary of Adecco) for the entire issued and to be issued ordinary share capital of Penna (the "Offer"). It is intended that the Offer will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

2. The Offer

The Offer, which will be on the terms and subject to the Conditions set out below and in Appendix I, and to be set out in the Scheme Document, will be made on the following basis:

365 pence in cash per Penna Share

The Offer values the entire issued and to be issued ordinary share capital of Penna at approximately

£105.3 million on a fully diluted basis.

Penna Shareholders will also continue to be entitled to receive the interim dividend of 4 pence per Penna Share declared by the Penna Directors on 10 November 2015 for the six month period ended 30 September 2015.

The Offer Price is at the Closing Price of 365 pence per Penna Share on 8 March 2016 (being the last Business Day prior to this Announcement) and represents a premium of approximately:

- 62 per cent. to the average Closing Price of 226 pence per Penna Share for the 12 month period to 8 March 2016 (being the last Business Day prior to this Announcement);

- 30 per cent. to the average Closing Price of 280 pence per Penna Share for the six month period to 8 March 2016 (being the last Business Day prior to this Announcement); and

- 166 per cent. to the Closing Price of 137 pence per Penna Share 12 months ago on 9 March 2015.

The Offer Price represents an implied enterprise value of 15.5 times Penna's reported EBITDA for the 12 months to 30 September 2015.

The Offer is conditional, amongst other things, on the Scheme becoming Effective no later than the Long Stop Date.

The Penna Shares will be acquired by Olsten with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends (other than the Agreed Dividend) and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the Penna Shares.

If any dividend (other than the Agreed Dividend) or other distribution in respect of the Penna Shares is declared, paid or made on or after the date of this Announcement, Adecco reserves the right to reduce the consideration payable for each Penna Share under the terms of the Offer by the amount per Penna Share of such dividend or distribution.

3. Recommendation

The Penna Directors, who have been so advised by J.P. Morgan Cazenove as financial adviser and Panmure Gordon (as the independent adviser for the purposes of Rule 3 of the Code), consider the terms of the Offer to be fair and reasonable. In providing advice to the Penna Directors, J.P. Morgan Cazenove and Panmure Gordon have taken into account the commercial assessments of the Penna Directors.

Accordingly, the Penna Directors intend to recommend unanimously that Penna Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as all the Penna Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 7,825,736 Penna Shares (representing, in aggregate, approximately 30 per cent. of the Penna Shares in issue on 8 March 2016 (being the last Business Day prior to this Announcement)).

4. Background to and reasons for the Offer

Adecco believes that Penna's businesses represent an excellent strategic fit with Adecco's existing operations and will broaden Adecco's range of services in the UK and elsewhere. Adecco and Penna have a long history of working together and the combination of the operations of Adecco and Penna is a logical development of this relationship.

Adecco holds Penna's management team in high regard and would expect a number of them to have suitable roles in the Combined Group. With the support and significant financial backing of Adecco, Adecco believes that the Penna business will continue to grow in the years to come within the Adecco Group.

Adecco also believes that the Offer represents a compelling valuation proposition for Penna Shareholders and is one that takes into account the long-term vision and value creation potential for Penna.

5. Background to and reasons for the Recommendation

Over the last 12 months, as recently highlighted at the 2016 half year results on 10 November 2015 and the trading update on 7 January 2016, Penna has experienced significant operational momentum, with profit expectations materially increasing over the period. This momentum has been supported by increased expenditure per client, improved margins and a series of new client wins.

However, notwithstanding the progress made throughout the year, Penna's board firmly believes that the cash offer of 365 pence per Penna Share is highly attractive to Penna Shareholders. The compelling strategic and operational fit between Adecco and Penna allows Adecco to make such an Offer. Penna's market value is over 2.5 times the share price 12 months ago and the Offer implies an attractive value of 15.5 times EBITDA on a 10 year high financial performance. The Offer is all cash and being funded from Adecco's existing resources, providing immediate certainty of value to Penna Shareholders at a time of some economic uncertainty. In addition, Penna Shareholders will receive the 4 pence per share interim dividend as announced at the interim results on 10 November 2015.

The Penna Directors believe that Penna has reached a scale where the business would greatly benefit from both the international reach and the investment backing of a partner such as Adecco. The board of Penna is unanimous in recommending the bid from Adecco and believes it realises both substantial value and certainty for Penna Shareholders.

6. Irrevocable undertakings

Adecco and Olsten have received irrevocable undertakings from each of the Penna Directors to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Adecco exercises its right to implement the Offer by way of a Takeover Offer, to accept such offer) from all of the Penna Directors who hold Penna Shares (in a personal capacity or through a nominee) in respect of their entire beneficial holdings of Penna Shares, amounting, in aggregate, to 7,825,736 Penna Shares and representing approximately 30 per cent. of the Penna Shares in issue on 8 March 2016 (being the last Business Day prior to this Announcement).

Adecco and Olsten have also received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Adecco exercises its right to implement the Offer by way of a Takeover Offer, to accept such offer) from Jeremy Hosking, Susan Ackford, Helium Special Situations Fund, The Mumme Ackford Charitable Trust and Artemis Alpha Trust plc in respect of 9,845,295 Penna Shares representing, in aggregate, approximately 38 per cent. of the Penna Shares in issue on 8 March 2016 (being the last Business Day prior to this Announcement).

Therefore, as at the date of this Announcement, Adecco and Olsten have received irrevocable undertakings with respect to a total of 17,671,031 Penna Shares representing approximately 68 per cent. of the Penna Shares in issue on 8 March 2016 (being the last Business Day prior to this Announcement). Further details of these irrevocable undertakings (including details of the circumstances in which they cease to be binding) are set out in Appendix III to this Announcement.

7. Information on Adecco and Olsten

Adecco

Adecco, based in Zürich, Switzerland, is a world leading provider of HR solutions. It helps approximately 700,000 people find work every day through its network of more than 32,000 full time employees and approximately 5,100 branches in over 60 countries and territories around the world. It offers a wide variety of services, including temporary staffing, permanent placement, career transition and talent development, as well as outsourcing and consulting.

Olsten

Olsten is an indirect wholly-owned subsidiary of Adecco registered in England and Wales. It acts as the holding company for an integrated group of businesses that provide HR solutions and services primarily in the UK and Ireland.

8. Information on Penna

Penna is a global people management business. It works with over 2,000 organisations in more than 70 countries, including over half of the FTSE 100 and high profile public sector bodies. Through its ability to offer solutions across the entire employee lifecycle, Penna is ideally positioned to help organisations address their talent opportunities and challenges. Penna's breadth of experience enables it to offer integrated, innovative, tailored solutions that have a measurable impact on business performance. Penna was incorporated in the UK in 1996. Penna Shares are admitted to trading on AIM.

For the 12 months ended 31 March 2015, Penna's revenues were approximately £84.4 million and its adjusted profit before tax was approximately £4.6 million.

For the half year ended 30 September 2015, Penna's revenues were approximately £47.1 million and its adjusted profit before tax was approximately £2.8 million.

9. Penna Share Schemes

Details of the effect of the Offer on the Penna Share Schemes and the choices available to participants in those schemes will be set out in the Scheme Document and in separate letters to participants.

10. Financing

The consideration payable under the terms of the Offer will be funded from Adecco's existing cash resources.

Smith Square Partners, financial adviser to Adecco and Olsten, is satisfied that sufficient cash resources are available to Olsten to enable it to satisfy in full the consideration payable to Penna Shareholders in connection with the Offer.

11. Management, employees and locations of the Penna Group

Adecco recognises that Penna is a people-based business and, as such, attaches great importance to retaining the skills, knowledge and industry expertise of Penna's existing management and employees. Adecco believes that Penna's management and employees will be important to the success of, and will benefit from enhanced opportunities as part of, the Combined Group.

Following completion of the Offer, integration of the Adecco and Penna businesses will be led by an integration team comprised of key Adecco and Penna personnel. Penna's Chief Executive Officer, Gary Browning, and Penna's Finance Director, David Firth, have agreed to remain with Penna for a transitional period to help ensure the smooth integration of Penna's business units into complementary business units within the Adecco Group. The analysis carried out to date has indicated the potential to generate cost savings for the Combined Group in areas where there is an overlap of functions and duplicate facilities and business locations, which could involve some headcount reductions in both Adecco's and Penna's operations (although Adecco has not yet developed proposals as to how and when such headcount reductions or rationalisation of business facilities and/or locations will be implemented).

Adecco has given assurances to the Penna Directors that the existing contractual and statutory employment rights, including in relation to pensions, of Penna's existing management and employees will be safeguarded in accordance with applicable law following the Scheme becoming effective.

12. Offer-related arrangements

Confidentiality Agreement

Adecco Management & Consulting S.A. and Penna entered into a confidentiality agreement dated 18 December 2015 (the "Confidentiality Agreement") pursuant to which Adecco Management & Consulting S.A. has undertaken to keep confidential information relating to Penna and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. These confidentiality obligations shall remain in force for a period of one year from the date of the Confidentiality Agreement. The Confidentiality Agreement further includes customary non-solicitation and standstill provisions.

13. Structure of the Offer

Scheme

It is intended that the Offer will be effected by a Court-sanctioned scheme of arrangement between Penna and the Scheme Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Adecco to become the owner of the whole of the issued and to be issued ordinary share capital of Penna. Under the Scheme, the Offer is to be achieved by the:

· transfer of the Scheme Shares held by Scheme Shareholders to Adecco in consideration for which the Scheme Shareholders will receive cash consideration on the basis set out in this Announcement; and

· passing of the Resolutions at the General Meeting (including amendments to Penna's articles of association to ensure that any Penna Shares issued between approval of the Scheme at the Court Meeting and the Scheme Record Time will be subject to the Scheme and that any Penna Shares issued after the Scheme Record Time will automatically be acquired by Olsten).

Approval by Court Meeting and General Meeting

In order to become Effective, the Scheme requires the:

(a) satisfaction (or, where applicable, waiver) of the Conditions;

(b) approval of a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting; and

(c) approval by the requisite majority of the Resolutions at the General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme.

Application to Court to sanction the Scheme

Once the approvals have been obtained at the Court Meeting and the General Meeting, the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court at the Court Hearing.

The Scheme will become Effective in accordance with its terms on delivery of the Court Order to 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 General Meeting, or whether they voted in favour of or against the Scheme.

Full details of the Scheme to be set out in the Scheme Document

The Scheme will be subject to the satisfaction (or, where applicable, waiver) of the Conditions and the full terms and conditions to be set out in the Scheme Document. Further details of the Scheme will be set out in the Scheme Document, including the expected timetable and the action to be taken by Scheme Shareholders.

The Scheme will be governed by the laws of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange, the FCA and the AIM Rules.

If the Scheme does not become effective on or before the Long Stop Date (or such later date as Adecco, Olsten and Penna may, with the consent of the Takeover Panel and, if required, the Court, agree) it will lapse and the Offer will not proceed (unless the Takeover Panel otherwise consents).

It is expected that the Scheme Document will be posted to Penna Shareholders, and, for information only, to participants in the Penna Share Schemes, along with the notices of the Court Meeting and the General Meeting and the Forms of Proxy, within 28 days of the date of this Announcement, unless Adecco and Penna otherwise agree, and the Takeover Panel consents, to a later date.

Conditions to the Offer

The Offer 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.

The Scheme will be conditional, amongst other things, upon:

(a) the approval of the Scheme by a majority in number representing not less than 75 per cent. in value of the Penna Shareholders entitled to vote and present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment, postponement or reconvention of such meeting) on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Adecco and Penna and the Court may allow);

(b) the passing of the Resolutions by the requisite majority at the General Meeting or at any adjournment, postponement or reconvention of that meeting to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Adecco and Penna may agree and the Court may allow); and

(c) the sanction of the Scheme on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Adecco and Penna and the Court may allow) and the delivery of an office copy of the Court Order to the Registrar of Companies.

Scheme timetable / further information

A full anticipated timetable will be set out in the Scheme Document which will be posted to Penna Shareholders and, for information only, to participants in the Penna Share Schemes, along with the notices of the Court Meeting and the General Meeting and the Forms of Proxy, within 28 days of the date of this Announcement (unless Adecco and Penna otherwise agree, and the Takeover Panel consents, to a later date). Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on Adecco's website at www.adecco.com/en-US/investors/Pages/penna-transaction-documents.aspx and Penna's website at www.penna.com.

At this stage, subject to the approval and availability of the Court (which is subject to change), Adecco and Penna expect the Offer to become Effective during the first half of 2016.

Right to switch to a Takeover Offer

14. De-listing and re-registration

Prior to the Scheme becoming Effective and subject to any applicable requirements of the AIM Rules, Adecco intends to procure the making of an application by Penna for cancellation of the trading in Penna Shares on AIM on the first Business Day following the Effective Date.

Share certificates in respect of the Penna Shares will cease to be valid and should be destroyed following the Effective Date. In addition, entitlements to Penna Shares held within the CREST system will be cancelled.

As soon as practicable after the Effective Date and after the Penna Shares are de-listed, it is intended that Penna will be re-registered as a private limited company under the relevant provisions of the Companies Act.

15. Disclosure of interests in Penna

In connection with the Offer and as at the date of this Announcement, Olsten will not be making an Opening Position Disclosure as it has no interests or short positions in, or rights to subscribe for any relevant securities of Penna. Olsten is not aware of any interests or short positions in, or rights to subscribe for, any relevant securities of Penna held by any persons acting in concert with it. However, in the interests of maintaining secrecy prior to the publication of this Announcement Olsten has not yet completed enquiries in respect of the matters referred to in this paragraph of certain parties deemed to be acting in concert with it for the purposes of the Offer. Enquiries of such parties will be completed as soon as practicable following the date of this Announcement and, in accordance with Note 2(a)(i) to Rule 8 of the Code, further disclosures, if any, required in respect of such parties will be made as soon as possible and in any event by no later than noon (London time) on 22 March 2016.

As at the close of business on 8 March 2016, being the last Business Day prior to this Announcement, save for the irrevocable undertakings referred to in paragraph 6 (Irrevocable undertakings) above, none of Olsten or any director of Olsten or, so far as Olsten is aware, any person acting, or deemed to be acting, in concert with Olsten:

a) had an interest in, or right to subscribe for, relevant securities of Penna;

b) had any short position in (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 of, relevant securities of Penna;

c) had procured an irrevocable commitment or letter of intent to accept the terms of the Offer in respect of relevant securities of Penna; or

d) had borrowed or lent any Penna Shares.

Furthermore, save for the irrevocable undertakings described in paragraph 6 (Irrevocable undertakings) above, no arrangement exists between Olsten or Penna or a person acting in concert with Olsten or Penna in relation to Penna Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Penna Shares which may be an inducement to deal or refrain from dealing in such securities.

16. General

The Offer will be subject to the Conditions and other terms set out in this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix I to this Announcement contains a summary of the principal terms and conditions. It is expected that the Scheme Document will be posted to Penna Shareholders, and, for information only, to participants in the Penna Share Schemes, along with the notices of the Court Meeting and the General Meeting and the Forms of Proxy, within 28 days of the date of this Announcement, unless Adecco and Penna otherwise agree, and the Takeover Panel consents, to a later date.

In deciding whether or not to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, Penna Shareholders should rely on the information contained, and follow the procedures described, in the Scheme Document.

Smith Square Partners, J.P. Morgan Cazenove and Panmure Gordon have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

17. Documents on display

Copies of this Announcement and the following documents will, by no later than 12 noon on the Business Day following the date of this Announcement, be made available on Adecco's website at www.adecco.com/en-US/investors/Pages/penna-transaction-documents.aspx and Penna's website at www.penna.com until the end of the Offer Period:

· the Confidentiality Agreement; and

· the irrevocable undertakings referred to in paragraph 6 above and described in Appendix III to this Announcement.

Enquiries:

Adecco

David Hancock Tel: +41 (0) 44 878 88 26

Marina Morsellino Tel: +41 (0) 44 878 87 87

Smith Square Partners (Financial adviser to Adecco and Olsten)

Jonathan Coddington Tel: +44 (0) 20 3696 7260

Sylvester Oppong

Penna

Gary Browning Tel: +44 (0) 20 7332 7750

David Firth Tel: +44 (0) 20 7332 7751

J.P. Morgan Cazenove (Financial adviser to Penna)

Christopher Dickinson Tel: +44 (0) 20 7742 4000

Guy Bomford

Panmure Gordon UK Limited (Rule 3 adviser, nominated adviser and corporate broker to Penna)

Karri Vuori Tel: +44 (0) 20 7886 2500

Dominic Morley

James Greenwood

Vigo Communications (Public relations adviser to Penna)

Ben Simons Tel: +44 (0) 20 7830 9700

Jeremy Garcia

Fiona Henson

Panmure Gordon is authorised and regulated in the United Kingdom by the FCA. Panmure Gordon is acting as Rule 3 adviser, nominated adviser and corporate broker exclusively for Penna and no one else in connection with the Offer and other matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than Penna for providing the protections afforded to clients of Panmure Gordon, nor for providing advice in relation to any matter referred to herein.

Overseas shareholders

The Offer relates to the shares of a UK company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if Adecco were to elect to implement the Offer by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Adecco and no one else. In addition to any such Takeover Offer, Adecco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Penna outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the Exchange Act.

Forward-looking Statements

No profit forecasts or estimates

Right to switch to a Takeover Offer

Publication on website and availability of hard copies

Information relating to Penna Shareholders

Rounding

Disclosure requirements of the Code

Rule 2.10 disclosure

APPENDIX I

CONDITIONS OF THE OFFER AND CERTAIN FURTHER TERMS

Part A: Conditions of the Scheme and the Offer

The Offer is conditional upon the Scheme becoming unconditional and effective, subject to the Code, by not later than the Long Stop Date.

1. The Scheme shall be subject to the following conditions:

1.1 its approval by a majority in number of the Penna Shareholders who are on the register of members of Penna at the Voting Record Time and who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) and who represent 75 per cent. in value of the Penna Shares voted by those Penna Shareholders on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as Adecco and Penna may agree and the Court may allow);

1.2 the passing of the Resolutions by the requisite majority at the General Meeting to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Adecco and Penna may agree and the Court may allow);

1.3 the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Adecco and Penna) on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document (or such later date, if any, as Adecco and Penna may agree and the Court may allow); and

1.4 delivery of a copy of the Court Order to the Registrar of Companies.

2. In addition, subject as stated in Part B below and to the requirements of the Takeover Panel, the Offer shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended, if appropriate) have been satisfied (and continue to be satisfied pending the commencement of the Court Hearing) or, where relevant, waived in writing prior to the Scheme being sanctioned by the Court:

Antitrust and regulatory

(a) the CMA (i) not having made an inquiry under the Enterprise Act 2002; or (ii) having indicated, in the event of the CMA making an inquiry under the Enterprise Act 2002, in terms satisfactory to Adecco and Olsten that it does not intend to make a CMA Phase 2 Reference of the Offer;

(b) no Third Party having decided, threatened or given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Adecco Group or by any member of the Wider Penna Group of all or any part of their respective businesses, assets, property or any shares or other securities (or the equivalent) in any member of the Wider Penna Group or any member of the Wider Adecco Group or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);

(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act in the event that Adecco elects to implement the Offer by way of a Takeover Offer, require any member of the Wider Adecco Group or the Wider Penna Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any material member of the Wider Penna Group or any material asset owned by any Third Party (other than in connection with the implementation of the Offer) where such acquisition would be material in the context of the Wider Adecco Group or the Wider Penna Group, taken as a whole;

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Adecco Group, directly or indirectly, to acquire, hold or exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or other securities (or the equivalent) in Penna or on the ability of any member of the Wider Penna Group or any member of the Wider Adecco Group, directly or indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or loans or any other securities (or the equivalent) in, or to exercise voting or management control over, any other member of the Wider Penna Group to an extent which is, in any such case, material in the context of the Wider Adecco Group, taken as a whole;

(iv) make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Penna by any member of the Wider Adecco Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, prevent or prohibit, restrict, restrain or delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, impede, interfere or require material amendment to the terms of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Penna by any member of the Wider Adecco Group, in any case which is material in the context of the Offer;

(v) impose any material limitation on, or result in material delay in, the ability of any member of the Wider Adecco Group or any member of the Wider Penna Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Adecco Group and/or the Wider Penna Group to an extent which is, in any such case, material in the context of the Wider Adecco Group, taken as a whole;

(vi) result in any member of the Wider Penna Group or any member of the Wider Adecco Group ceasing to be able to carry on business under any name under which it currently does so in any jurisdiction to an extent which is, in any such case, material in the context of the Wider Adecco Group or the Wider Penna Group, taken as a whole; or

(vii) otherwise materially adversely affect all or any of the business, assets, liabilities or profits, of any member of the Wider Penna Group or any member of the Wider Adecco Group and in each case the impact of which would materially adversely affect the Wider Penna Group or the Wider Adecco Group, taken as a whole,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any relevant jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Penna Shares or other securities in, or control or management of, Penna or otherwise intervene having expired, lapsed or been terminated;

Other regulatory approvals

(c) each Governmental Entity, which regulates or licences any member of the Penna Group or any other body corporate in which any member of the Penna Group has an interest in shares, and whose prior approval, consent or non-objection to any change in control, or acquisition of (or increase in) control in respect of that or any other member of the Penna Group is required, or any Governmental Entity, whose prior approval, consent or non-objection of the Offer is otherwise required, or from whom one or more material licences or permissions are required in order to complete the Offer, having given its approval, non-objection or legitimate deemed consent or consent in writing thereto and, as the case may be, having granted such licences and permissions (in each case where required and on terms reasonably satisfactory to Adecco), and in each case the impact of which would materially adversely affect the Wider Penna Group or the Wider Adecco Group, taken as a whole;

Notifications, waiting periods and authorisations

(d) other than in relation to the approvals referred to in paragraph (a) above, all notifications, filings or applications which are necessary having been made in connection with the Offer and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with, in each case, in respect of the Scheme and the Offer and all Authorisations deemed reasonably necessary or appropriate by Adecco in any jurisdiction for or in respect of the Offer having been obtained in terms and in a form reasonably satisfactory to Adecco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Penna Group or the Wider Adecco Group has entered into contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider Penna Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

Penna Shareholder resolution

(e) no resolution of Penna Shareholders in relation to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, demerger, consolidation, reconstruction, amalgamation or scheme) being passed at a meeting of Penna Shareholders other than in relation to the Offer or the Scheme and, other than with the consent or the agreement of Adecco, no member of the Wider Penna Group having taken (or agreed or proposed to take) any action that requires, or would require, the consent of the Takeover Panel or the approval of Penna Shareholders in accordance with, or as contemplated by, Rule 21.1 of the Code;

Certain matters arising as a result of any arrangement, agreement, etc.

(f) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Penna Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, which, as a consequence of the Offer or the acquisition or the proposed acquisition by any member of the Wider Adecco Group of any shares or other securities (or the equivalent) in Penna or because of a change in the control or management of any member of the Wider Penna Group or otherwise, would or might reasonably be expected to result in (in each case to an extent or in a manner which is material in the context of the Wider Penna Group, taken as a whole):

(i) any monies borrowed by, or any other indebtedness or liabilities, actual or contingent, of, or any grant available to, any such member being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of such member or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument or the rights, liabilities, obligations or interests of any such member in or with any other person (or any arrangement or arrangements relating to any such interests or business) being materially adversely modified or adversely affected or any obligation or liability arising or any material adverse action being, or becoming capable of being terminated taken or arising thereunder;

(iv) any liability of any such member to make any material severance, termination, bonus or other payment to any of its directors or other officers;

(v) the rights, liabilities, obligations, interests or business of any such member or any member of the Wider Penna Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any such member or any member of the Wider Penna Group in or with any other person or body or firm or company (or any arrangement relating to any such interests or business) being or becoming capable of being terminated, or materially adversely modified or affected or any onerous obligation or liability arising or any material adverse action being taken thereunder;

(vi) any such member ceasing to be able to carry on business under any name under which it presently carries on business;

(vii) the financial or trading position or prospects of, any such member being materially prejudiced or materially adversely affected; or

(viii) the creation or acceleration of any liability (actual or contingent) by any such member other than trade creditors or other liabilities incurred in the ordinary course of business,

(ix) and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Penna Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions (f)(i) to (viii) above;

Certain events occurring since 31 March 2015

(g) except as Disclosed, no member of the Wider Penna Group having since 31 March 2015:

(i) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Penna Shares out of treasury (except, where relevant, as between Penna and wholly-owned subsidiaries of Penna or between the wholly-owned subsidiaries of Penna and except for the issue or transfer out of treasury of Penna Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Penna Share Schemes);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Penna to Penna or any of its wholly-owned subsidiaries, save for the Agreed Dividend;

(iii) other than pursuant to the Offer (and except for transactions between Penna and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Penna and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Penna Group taken as a whole or in the context of the Offer;

(iv) except for transactions between Penna and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Penna and transactions in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v) except for transactions between Penna and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Penna issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which in any such case is material in the context of the Wider Penna Group taken as a whole or in the context of the Offer;

(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude in each case which is material in the context of the Wider Penna Group taken as a whole or in the context of the Offer or which is or which involves or could involve an obligation of a material nature or magnitude;

(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any material contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Penna Group, otherwise than in the ordinary course of business;

(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Penna Group, otherwise than in the ordinary course of business;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (except, in each case, where relevant, as between Penna and wholly-owned subsidiaries of Penna or between the wholly-owned subsidiaries of Penna and except for the issue or transfer out of treasury of Penna Shares on the exercise of employee share options or vesting of employee share awards under the Penna Share Schemes as Disclosed);

(x) waived, compromised or settled any claim where such waiver, settlement or compromise would have a material adverse effect on the financial position of the Wider Penna Group as a whole or in the context of the Offer;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider Penna Group and any other person in a manner which would or might have a material adverse effect on the financial position of the Wider Penna Group taken as a whole;

(xii) save as required in connection with the Offer, made any material alteration to its memorandum, articles of association or other incorporation documents or any material alteration to the memorandum, articles of association or other incorporation documents of any other member of the Wider Penna Group;

(xiii) made or agreed or consented to any significant change to:

(A) the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider Penna Group for its directors, employees or their dependants;

(B) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to,

to an extent which is in any such case material in the context of the Wider Penna Group taken as a whole or in the context of the Offer;

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, 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 substantial part of its business which is material in the context of the Wider Penna Group taken as a whole;

(xv) (other than in respect of a member of the Wider Penna Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvi) (except for transactions between Penna and its wholly-owned subsidiaries or between the wholly-owned subsidiaries) made, authorised, proposed or announced an intention to propose any change in its loan capital which in any such case is material in the context of the Wider Penna Group as a whole or in the context of the Offer;

(xvii) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, which in any such case is material in the context of the Wider Penna Group as a whole or in the context of the Offer; or

(xviii) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (g);

No adverse change, litigation, regulatory enquiry or similar

(h) except as Disclosed, since 31 March 2015 there having been:

(i) no adverse change and no circumstance having arisen which would reasonably be expected to result in any adverse change in, the business, assets, liabilities, shareholders' equity, financial or trading position or profits, operational performance or prospects of any member of the Wider Penna Group which is material in the context of the Wider Penna Group taken as a whole or in the context of the Offer;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Penna Group is or may become a party (whether as a claimant, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Penna Group, in each case which would reasonably be expected to have a material adverse effect on the Wider Penna Group taken as a whole or in the context of the Offer;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Penna Group (or any person in respect of which any such member has or may have responsibility or liability) having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Wider Penna Group, in each case, which would reasonably be expected to have a material adverse effect on the Wider Penna Group taken as a whole or in the context of the Offer;

(iv) no contingent or other liability having arisen or become apparent to Adecco or increased other than in the ordinary course of business which would reasonably be expected to affect adversely the business, assets, financial or trading position or profits of any member of the Wider Penna Group to an extent which is material in the context of the Wider Penna Group taken as a whole or in the context of the Offer; and

(v) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Penna Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider Penna Group taken as a whole or in the context of the Offer;

No discovery of certain matters regarding information and liabilities, corruption and intellectual property

(i) except as Disclosed, Adecco not having discovered that:

(i) any financial, business or other information concerning the Wider Penna Group announced publicly and delivered by or on behalf of Penna through a RIS prior to the date of this Announcement or publicly disclosed to any member of the Wider Adecco Group by or on behalf of any member of the Wider Penna Group prior to the date of this Announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case which is material in the context of the Wider Penna Group taken as a whole or in the context of the Offer;

(ii) any member of the Wider Penna Group or any partnership, company or other entity in which any member of the Wider Penna Group has a significant economic interest and which is not a subsidiary undertaking of Penna, otherwise than in the ordinary course of business, is subject to any liability, contingent or otherwise, and which is material in the context of the Wider Penna Group taken as a whole or in the context of the Offer;

(iii) any past or present member, director, officer or employee of the Wider Penna Group, or any other person for whom any such person may be liable or responsible, has not complied with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws implementing the same, the UK Bribery Act 2010 and/or the US Foreign Corrupt Practices Act of 1977;

(iv) any past or present member, director, officer or employee of the Wider Penna Group, or any other person for whom any such person may be liable or responsible, has engaged in any business with or made any investment in, or made any payments to: (A) any government, entity or individual with which US or EU persons are prohibited from engaging in activities or doing business by US or EU laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or (B) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of their respective member states;

(v) any asset of any member of the Wider Penna Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); or

(vi) since 31 March 2015, no circumstance having arisen or event having occurred in relation to any material intellectual property owned, used or licensed by the Wider Penna Group or to any third parties, including: (A) any member of the Wider Penna Group losing its title to any intellectual property or any intellectual property owned by the Wider Penna Group being revoked, cancelled or declared invalid, (B) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Penna Group being terminated or varied, or (C) any claim being filed suggesting that any member of the Wider Penna Group infringed the intellectual property rights of a third party or any member of the Wider Penna Group being found to have infringed the intellectual property rights of a third party, in each case which is material in the context of the Wider Penna Group taken as a whole or in the context of the Offer.

Part B: Certain further terms of the Offer

1. Subject to the requirements of the Takeover Panel, Adecco reserves the right in its sole discretion to waive (if capable of waiver) in whole or part:

(i) any of the Conditions set out in the above Condition 1 of Part A relating to the timing of the Court Meeting, the General Meeting and the sanctioning of the Scheme. If any of the deadlines for those events are not met, Adecco shall make an announcement by 8.00 am on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Penna to extend the deadline in relation to the relevant Condition; and

(ii) in whole or in part, all or any of the above Conditions 2(a) (Antitrust and regulatory) to (i) (No discovery of certain matters regarding information and liabilities, corruption and intellectual property) of Part A (inclusive).

2. Conditions 2(a) (Antitrust and regulatory) to (i) (No discovery of certain matters regarding information and liabilities, corruption and intellectual property) of Part A (inclusive) must be fulfilled or waived by no later than 11:59 p.m. on the date immediately preceding the date of the Court Hearing, failing which the Scheme will lapse or, if the Offer is implemented by way of a Takeover Offer, no later than as permitted by the Takeover Panel. Adecco shall be under no obligation to waive or treat as satisfied any of the Conditions by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that any such Condition or the other Conditions of the Scheme and the Offer 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.

3. Under Rule 13.5 of the Code, Adecco may not invoke a Condition so as to cause the Scheme not to proceed, or to lapse, or so as to cause any Takeover Offer to lapse or be withdrawn, unless the circumstances which give rise to the right to invoke the Condition are of material significance to Adecco in the context of the Offer. Condition 1 of Part A (and, if applicable, any acceptance condition adopted on the basis specified in paragraph 5 below in relation to any Takeover Offer) are not subject to this provision of the Code.

4. If Adecco is required by the Takeover Panel to make an offer for Penna Shares under the provisions of Rule 9 of the Code, Adecco may make such alterations to the Conditions and further terms of the Offer as are necessary to comply with the provisions of that Rule.

5. Adecco reserves the right to elect (with the consent of the Takeover Panel) to implement the Offer by making, directly or indirectly through a subsidiary or nominee of Adecco, a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms or, if Adecco so decides, on such other terms being no less favourable, subject to appropriate amendments, as far as applicable, as those which would apply to the Scheme. The acceptance condition would be set at 90 per cent. of the shares to which such Takeover Offer relates (or such lesser percentage, being more than 50 per cent., as Adecco may decide with the consent of the Takeover Panel). Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient Penna Shares are otherwise acquired, it is the intention of Adecco to apply the provisions of the Companies Act to compulsorily acquire any outstanding Penna Shares to which such Takeover Offer relates.

6. The Offer will lapse (unless otherwise agreed with the Takeover Panel) if:

(i) in so far as the Offer or any matter arising from or relating to the Scheme or Offer constitutes a concentration with a Community dimension within the scope of the Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the Regulation and there is then a CMA Phase 2 Reference; or

(ii) in so far as the Offer or any matter arising from the Scheme or Offer does not constitute a concentration with a Community dimension within the scope of the Regulation, the Scheme or Offer or any matter arising from or relating to the Offer becomes subject to a CMA Phase 2 Reference,

in each case, before the date of the Court Meeting.

7. Adecco reserves the right for any other member of the Adecco Group from time to time to implement the Offer.

8. The Penna Shares shall be acquired by Olsten with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights and interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends (other than the Agreed Dividend) and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the Penna Shares.

9. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and any Penna Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

10. Unless otherwise determined by Adecco or required by the Code and permitted by applicable law and regulations, the Offer is not being, and will not be, made, directly or indirectly, in, into or by the use of the mails of, or by any other means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

11. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

12. This Announcement and any rights or liabilities arising hereunder, the Offer, the Scheme and the Forms of Proxy will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer shall be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange, the FCA and the AIM Rules.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement:

(i) Unless otherwise stated, financial information relating to Penna has been extracted from the audited consolidated financial statements of Penna for the financial year to 31 March 2015 or Penna's half-year report for the six months ended 30 September 2015.

(ii) Unless otherwise stated, financial information relating to Adecco has been extracted from the audited consolidated financial statements of Adecco for the financial year ended 31 December 2014.

(iii) The value of the Offer is based upon the following:

(i) 25,908,105 Penna Shares in issue on 8 March 2016 (being the last Business Day prior to this Announcement) (excluding 166,999 Treasury Shares but including 467,974 Penna Shares currently held by the Trustee of Penna's Employment Benefit Trust); plus

(ii) 2,949,566 Penna Shares which are the subject of the expected exercise of options granted under the Penna Share Schemes, (note that this is the total number of shares under option and which shall be subject to proposals under Rule 15 of the Code. It is anticipated that the Penna Shares held by the Trustee of the Penna Employment Benefit Trust will be used to satisfy shares awarded on the exercise of options) resulting in,

(iii) a maximum fully diluted share capital of 28,857,671 Penna Shares.

(iv) Unless otherwise stated, all prices for Penna Shares are the Closing Price for the relevant date.

(v) The Closing Prices of Penna Shares are taken from the AIM Appendix to the London Stock Exchange Daily Official List.

(vi) The implied enterprise value to EBITDA multiple has been calculated using the following methodology:

(i) implied offer value, of approximately £105.3 million; minus

(ii) net cash of £4.2 million reported in the Penna interim results for the period ended 30 September 2015; minus

(iii) cash received by Penna from the exercise of options granted under the Penna Share Schemes and cash received by Penna from the repayment by the Trustee of the Penna Employment Benefit Trust of its outstanding loan balance, amounting to, in aggregate, a maximum of £4.5 million; divided by

(iv) Penna reported EBITDA of £6.2 million for the 12 months to 30 September 2015.

APPENDIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS

Adecco has received irrevocable undertakings to accept the Offer at a price of 365 pence per Penna Share in respect of a total of 17,671,031 Penna Shares, representing, in aggregate, approximately 68.2 per cent. of Penna's existing issued share capital, comprised as follows:

Penna Directors (and certain of their immediate family members)

Name	Number of Penna Shares	Per cent. of Penna Shares in issue
Gary Browning	61,727	0.2%
Leslie Ferrar	5,000	0.0%
David Firth	20,463	0.1%
Graham Paton	20,000	0.1%
Stephen Rowlinson	7,698,040	29.7%
Julie Towers	5,070	0.0%
Bev White	15,436	0.1%
Total	7,825,736	30.2%

The irrevocable undertakings from the Penna Directors will only cease to be binding if:

· the Scheme Document is not sent to Penna Shareholders within 28 days (or such longer period as Adecco and Penna may agree with the consent of the Takeover Panel) after the date of this Announcement;

· the Scheme has not become effective by the Long Stop Date;

· the Scheme lapses or is withdrawn in accordance with its terms (for the avoidance of doubt, this shall not apply where the Scheme lapses or is withdrawn solely as a result of Adecco exercising its right to implement the Offer by way of Takeover Offer rather than a Scheme) and no new, revised or replacement Scheme or Takeover Offer has been announced by Olsten or its affiliates in accordance with Rule 2.7 of the Code at the same time; or

· a third party makes a competing offer at a value which (in Penna's reasonable opinion on the advice of J.P. Morgan Limited (which conducts its UK investment banking business as J.P. Morgan Cazenove)) exceeds the value of the cash consideration per Penna Share under the Offer by 15 per cent. or more per Penna Share.

Other Penna Shareholders

Name	Number of Penna Shares	Per cent. of Penna Shares in issue
Jeremy Hosking	4,172,723	16.1%
Susan Ackford	1,701,582	6.6%
Helium Special Situations Fund	1,539,817	5.9%
The Mumme Ackford Charitable Trust	1,431,173	5.5%
Artemis Alpha Trust plc	1,000,000	3.9%
Total	9,845,295	38.0%

The irrevocable undertakings from the other Penna Shareholders will only cease to be binding if:

· the Scheme has not become effective by the Long Stop Date;

· in the case of the irrevocable undertakings from Jeremy Hosking, Susan Ackford, Helium Special Situations Fund and The Mumme Ackford Charitable Trust a third party makes a competing offer at a value which (in Penna's reasonable opinion on the advice of J.P. Morgan Limited (which conducts its UK investment banking business as J.P. Morgan Cazenove)) exceeds the value of the cash consideration per Penna Share under the Offer by 15 per cent. or more per Penna Share (provided that, if no later than 5.00 p.m. on the fifth Business day after that day on which the third party's offer is made, the cash consideration per Penna Share under the Offer is increased such that its value (in Penna's reasonable opinion on the advice of J.P. Morgan Limited (which conducts its UK investment banking business as J.P. Morgan Cazenove)) is equal to or exceeds the third party's offer, this deed shall not lapse and all obligations under it shall remain in full force and effect); or

· in the case of the irrevocable undertaking from Artemis Alpha Trust plc, a third party makes a competing offer at a value which (in the reasonable opinion of Artemis Alpha Trust plc) exceeds the value of the cash consideration per Penna Share under the Offer by 15 per cent. or more per Penna Share.

APPENDIX IV

DEFINITIONS

In this Announcement, the following words and expressions have the following meanings, unless the context requires otherwise:

Adecco	Adecco S.A., a Swiss Corporation listed on the Swiss Stock Exchange or, if the context so requires, its indirect wholly-owned subsidiary Olsten;
Adecco Directors	the directors of Adecco from time to time;
Adecco Group	Adecco and its subsidiaries and subsidiary undertakings;
Agreed Dividend	the interim dividend of 4 pence per Penna Share declared by Penna Directors on 10 November 2015 for the six-month period ended 30 September 2015;
AIM	the AIM Market of the London Stock Exchange;
AIM Rules	The AIM Rules for Companies as published by the London Stock Exchange (as amended from time to time);
Announcement	this Announcement of the Offer made in accordance with Rule 2.7 of the Code;
Authorisations	authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions, determinations, exemptions or approvals;
Business Day	a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks are generally open for normal business in the City of London and Zürich;
Closing Price	in respect of a Penna Share on any particular day, the closing middle market quotation thereof as derived from the AIM appendix to the Daily Official List on that day;
CMA	the independent body which conducts inquiries into mergers, markets and the regulation of the major regulated industries in the United Kingdom (or any successor body or bodies carrying out the same functions in the United Kingdom from time to time);
CMA Phase 2 Reference	a reference pursuant to sections 22 or 33, 45 or 62 of the Enterprise Act 2002 of the Offer to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013;
Code	the City Code on Takeovers and Mergers;
Combined Group	the enlarged group following the acquisition, comprising the Adecco Group and the Penna Group;
Community	the European Community;
Companies Act	the United Kingdom Companies Act 2006;
Conditions	the conditions to the implementation of the Scheme and the Offer, which are set out in Appendix I to this Announcement and to be set out in the Scheme Document;
Confidentiality Agreement	the confidentiality agreement entered into by Adecco Management & Consulting S.A. and Penna on 18 December 2015;
Court	the High Court of Justice in England and Wales;
Court Hearing	the hearing by the Court to sanction the Scheme and, if such hearing is adjourned, references to the commencement of any such hearing shall mean the commencement of the final adjournment thereof;
Court Meeting	the meeting (or any adjournment, postponement or reconvention thereof) of the holders of Scheme Shares (or the relevant class or classes thereof) to be convened by order of the Court pursuant to section 896 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without modification);
Court Order	the order of the Court sanctioning the Scheme under Part 26 of the Companies Act;
CREST	the relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Regulations);
Daily Official List	the Daily Official List of the London Stock Exchange;
Dealing Disclosure	has the same meaning as in Rule 8 of the Code;
Disclosed	(i) matters fairly disclosed in the information made available to Adecco (or Adecco's advisers) in the data room established by Penna for the purposes of the Offer; (ii) information included in the annual report and accounts of the Penna Group for the financial year ended 31 March 2015; (iii) information included in Penna's half-year report for the six months ended 30 September 2015; (iv) information disclosed in a public announcement to a RIS made by Penna prior to the date of this Announcement; or (v) disclosed in this Announcement;
Disclosure Table	the disclosure table on the Takeover Panel's website at www.thetakeoverpanel.org.uk;
EBITDA	earnings before interest, taxes, depreciation and amortisation;
Effective	in the context of the Offer: (a) if the Offer is implemented by way of a Scheme, the Scheme having become effective in accordance with its terms, upon the delivery of the Court Order to the Registrar of Companies; or (b) if the Offer is implemented by way of a Takeover Offer, the Takeover Offer having been declared or become unconditional in all respects in accordance with the requirements of the Code;
Effective Date	the date upon which: (a) the Scheme becomes Effective; or (b) if Adecco elects and the Takeover Panel consents to implement the Offer by way of a Takeover Offer, the Takeover Offer becomes Effective;
Employment Benefit Trust	the Penna Consulting 2001 Employee Benefit Trust created by a trust deed dated 3 October 2001 between Penna Consulting PLC and Ogier Employee Benefit Trustee Limited, a Jersey incorporated company acting as the trustee;
Excluded Shares	(a) any Penna Shares legally or beneficially held by any member of the Adecco Group; or (b) any Treasury Shares;
FCA	the UK Financial Conduct Authority or its successor from time to time;
Forms of Proxy	the forms of proxy for use at the Court Meeting and the General Meeting respectively, which will accompany the Scheme Document;
General Meeting	the general meeting (or any adjournment, postponement or reconvention thereof) of Penna Shareholders to be convened in connection with the Scheme;
Governmental Entity	any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, arbitrator or arbitrator panel, regulatory or administrative agency or commission, or other authority thereof, or any regulatory or quasi-regulatory organisation or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority;
ISIN	International Securities Identification Number
J.P. Morgan Cazenove	J.P. Morgan Limited, in its capacity as financial adviser to Penna, which conducts its UK investment banking business as J.P. Morgan Cazenove;
London Stock Exchange	London Stock Exchange Plc;
Long Stop Date	30 September 2016 or such later date (if any) as Adecco and Penna may, with the consent of the Takeover Panel, agree and (if required) the Court may allow;
Offer	the recommended offer to be made by Olsten to acquire the entire issued and to be issued ordinary share capital of Penna to be effected by means of the Scheme (or, if Adecco so elects and subject to the Takeover Panel's consent, a Takeover Offer) on the terms and subject to the conditions set out in the Scheme Document;
Offer Period	the period which commenced on the date of this Announcement and ending on the date on which the Offer becomes Effective, lapses or is withdrawn (or such other date as the Takeover Panel may decide);
Offer Price	365 pence per Scheme Share;
Opening Position Disclosure	has the same meaning as in Rule 8 of the Code;
Olsten	Olsten (U.K.) Holdings Limited, a company incorporated in England and Wales with company number 02547754;
Panmure Gordon	Panmure Gordon (UK) Limited;
Penna	Penna Consulting Plc;
Penna Articles	Penna's Articles of Association currently adopted and filed with the Registrar of Companies;
Penna Directors	the directors of Penna from time to time;
Penna Group	Penna and its subsidiaries and subsidiary undertakings;
Penna Share Schemes	the Penna Executive Share Option Scheme, the Penna Consulting Plc Long Term Incentive Plan 2007 (LTIP) and the Sharesave Scheme;
Penna Shareholders	the holders of Penna Shares;
Penna Shares	ordinary shares of 5 pence each in the capital of Penna;
Registrar of Companies	the Registrar of Companies in England and Wales;
Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755);
Resolutions	the resolutions to be proposed by Penna at the General Meeting in connection with, amongst other things, the approval of the Scheme, the amendment of Penna's articles of association and such other matters as may be necessary to implement the Scheme, ratification of certain historic issuances of Penna Shares since the adoption of the Penna Articles and the de-listing of the Penna Shares;
Restricted Jurisdiction	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available in that jurisdiction;
RIS	a service approved by the London Stock Exchange for the distribution to the public of announcements and included within the list maintained on the London Stock Exchange's website;
Scheme	the proposed scheme of arrangement under Part 26 of the Companies Act to effect the Offer between Penna and the Scheme Shareholders (the full terms of which will be set out in the Scheme Document), with or subject to any modification, addition or condition which Adecco and Penna may agree, and, if required, the Court may approve or impose;
Scheme Document	the document to be despatched to (among others) Penna Shareholders containing, among other things, the terms and conditions of the Scheme, the notices convening the Court Meeting and the General Meeting and the particulars required by section 897 of the Companies Act;
Scheme Record Time	the time and date to be specified in the Scheme Document, expected to be 6:00 p.m. on the Business Day immediately prior to the Effective Date;
Scheme Shareholders	holders of Scheme Shares;
Scheme Shares	the Penna 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 Voting Record Time; and
	(iii) (if any) issued at or after the Voting Record Time but at or before the Scheme Record Time in respect of which the original or any subsequent holder thereof is bound by the Scheme or shall by such time have agreed in writing to be bound by the Scheme
	in each case other than any Excluded Shares;
Smith Square Partners	Smith Square Partners LLP;
Substantial Interest	in relation to an undertaking, a direct or indirect interest of 10 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking;
Takeover Offer	should the Offer be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on behalf of Adecco to acquire the entire issued and to be issued ordinary share capital of Penna and, where the context requires, any subsequent revision, variation, extension or renewal of such offer;
Takeover Panel	the UK Panel on Takeovers and Mergers;
Third Party	each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, professional or investigative body or authority (including any antitrust or merger control authority), court, trade agency, professional association, institution, works council, employee representative body or any other similar body or person whatsoever in any jurisdiction;
Treasury Shares	any Penna Shares which are for the time being held by Penna as treasury shares (within the meaning of the Companies Act);
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland;
United States or US	the United States of America, its territories and possessions, all areas subject to its jurisdiction or any subdivision thereof, any state of the United States of America and the District of Columbia;
US Exchange Act	the United States Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;
Voting Record Time	the date and time specified in the Scheme Document by reference to which entitlements to vote on the Scheme will be determined, expected to be 6.00 pm on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 pm on the second day before the date of such adjourned meeting;
Wider Adecco Group	Adecco, its subsidiary undertakings, associated undertakings and any other undertaking, body corporate, partnership, joint venture or person in which Adecco and/or such undertakings (aggregating their interests) have a direct or indirect Substantial Interest or the equivalent;
Wider Penna Group	Penna, its subsidiary undertakings, associated undertakings and any other undertaking, body corporate, partnership, joint venture or person in which Adecco and/or such undertakings (aggregating their interests) have a direct or indirect Substantial Interest or the equivalent; and
£ or pence	pounds sterling or pence, the lawful currency of the UK.

In this Announcement:

(a) all times referred to are to London time unless otherwise stated;

(b) references to the singular include the plural and vice versa, unless the context otherwise requires;

(c) "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act and "associated undertaking" has the meaning given to it by paragraph 19 of Schedule 6 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 1(b) thereof which shall be excluded for this purpose; and

(d) all references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFFGMGGFMLDGVZG

Date		Source	Headline
10th May 2016	10:49 am	RNS	Scheme of arrangement
9th May 2016	5:00 pm	RNS	Directors' Dealings
9th May 2016	11:45 am	RNS	Court Sanction of the Scheme
9th May 2016	7:30 am	RNS	Suspension - Penna Consulting Plc
3rd May 2016	12:13 pm	RNS	Form 8.5 (EPT/RI) - Penna Consulting PLC Amendment
29th Apr 2016	3:30 pm	RNS	Form 8.3 - [PNA]
29th Apr 2016	12:56 pm	RNS	Scheme timetable - further update
29th Apr 2016	12:03 pm	RNS	Additional Listing
29th Apr 2016	11:02 am	RNS	Form 8.5 (EPT/RI) - Penna Consulting PLC
28th Apr 2016	3:30 pm	RNS	Form 8.3 - Penna Consulting Plc
28th Apr 2016	9:24 am	BUS	Form 8.5 (EPT/RI) - Penna Consulting plc
27th Apr 2016	10:35 am	RNS	Form 8.5 (EPT/RI) - Penna Consulting PLC
26th Apr 2016	11:37 am	RNS	Form 8.5 (EPT/RI) - Penna Consulting PLC
26th Apr 2016	10:41 am	BUS	Form 8.5 (EPT/RI) - Penna Consulting plc
25th Apr 2016	2:29 pm	RNS	Form 8.3 - [Penna Consulting plc]
25th Apr 2016	9:22 am	BUS	Form 8.5 (EPT/RI) - Penna Consulting plc
22nd Apr 2016	3:36 pm	RNS	Form 8.3 - [Penna Consulting]
22nd Apr 2016	10:55 am	RNS	Form 8.5 (EPT/RI) - Penna Consulting PLC
21st Apr 2016	11:41 am	BUS	Form 8.5 (EPT/RI) - Penna Consulting plc
21st Apr 2016	10:10 am	RNS	Form 8.5 (EPT/RI) - Penna Consulting PLC
20th Apr 2016	7:00 am	RNS	Scheme timetable - further update
14th Apr 2016	3:59 pm	RNS	Results of Court Meeting and General Meeting
5th Apr 2016	12:00 pm	RNS	Form 8 (OPD) - Amended
5th Apr 2016	11:09 am	RNS	Form 8.5 (EPT/RI) - Penna Consulting PLC
30th Mar 2016	10:49 am	RNS	Form 8.3 - Penna Consulting plc
24th Mar 2016	12:30 pm	RNS	Posting of Scheme Document
23rd Mar 2016	7:00 am	RNS	Form 8 (OPD) - Penna Consulting plc
22nd Mar 2016	3:27 pm	RNS	Form 8.3 - Penna Consulting plc
22nd Mar 2016	9:43 am	BUS	Form 8.5 (EPT/RI) - Penna Consulting plc
21st Mar 2016	12:05 pm	PRN	Form 8 (OPD) - Penna Consulting Plc
21st Mar 2016	9:37 am	BUS	Form 8.5 (EPT/RI) - Penna Consulting
18th Mar 2016	10:58 am	RNS	Form 8.5 (EPT/RI) - Penna Consulting Plc
18th Mar 2016	9:55 am	BUS	Form 8.5 (EPT/RI) - Penna Consulting plc
16th Mar 2016	12:55 pm	RNS	Form 8 (DD) - Penna Consulting PLC
16th Mar 2016	12:54 pm	RNS	Form 8 (DD) - Penna Consulting PLC
16th Mar 2016	12:43 pm	RNS	Rule 2.10 Announcement
16th Mar 2016	8:45 am	BUS	Form 8.5 (EPT/RI) - Penna Consulting plc
15th Mar 2016	7:00 am	RNS	Form 8.5 (EPT/RI) - Penna Consulting Plc
11th Mar 2016	8:32 am	BUS	Form 8.5 (EPT/RI) - Penna Consulting plc
10th Mar 2016	1:35 pm	RNS	Form 8.3 - Penna Consulting plc
10th Mar 2016	9:06 am	RNS	Form 8.3 - Penna Consulting PLC
9th Mar 2016	10:12 am	RNS	Form 8.3 - Penna Consulting
9th Mar 2016	7:00 am	RNS	Recommended Cash Offer for Penna Consulting Plc
3rd Mar 2016	12:51 pm	RNS	Holding(s) in Company
2nd Mar 2016	11:34 am	RNS	Treasury Shares / Total Voting Rights
7th Jan 2016	7:00 am	RNS	Trading Update
21st Dec 2015	7:00 am	RNS	New Digital Service to Support Public Sector
20th Nov 2015	7:00 am	RNS	Holding(s) in Company
10th Nov 2015	7:00 am	RNS	Half Yearly Unaudited Interim Results
15th Oct 2015	7:00 am	RNS	Notice of Interim Results

Latest Share Chat

PNA.L Regulatory News (PNA)

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Recommended Cash Offer for Penna Consulting Plc

(a) satisfaction (or, where applicable, waiver) of the Conditions;

(b) approval of a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting; and

(c) approval by the requisite majority of the Resolutions at the General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme.

Login to your account

Quickpicks are a member only feature

Login to your account