20 Apr 2016 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
20 April 2016
RECOMMENDED CASH OFFER
for
PENNA CONSULTING PLC
by
OLSTEN (U.K.) HOLDINGS LIMITED
an indirect wholly-owned subsidiary of
ADECCO S.A.
to be effected
by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
Scheme timetable - further update
Further to the announcement on 14 April 2016, Penna Consulting Plc ("Penna") announces that the Competition and Markets Authority ("CMA") on 19 April 2016 raised an inquiry with Adecco S.A. ("Adecco") in relation to the recommended cash offer by Olsten (U.K.) Holdings Limited ("Olsten") for the entire issued and to be issued share capital of Penna (the "Offer"), which is being implemented by means of the Scheme.
Condition 2(a) set out in Part III of the circular posted to Penna Shareholders on 24 March 2016 (the "Scheme Document") provides that, in the event of the CMA making inquiry under the Enterprise Act 2002, the Scheme is conditional upon the CMA indicating in terms satisfactory to Adecco and Olsten that it does not intend to make a CMA Phase 2 Reference of the Offer. Accordingly, Condition 2(a) of the Scheme is not yet satisfied.
The Board is confident that Adecco and Penna will be able to address the CMA's inquiry to the CMA's satisfaction. However, any determination as to whether to launch a full Phase 1 investigation into the Offer and, on conclusion of such an investigation, as to whether to make a CMA Phase 2 Reference, and the timing for launch of any such investigation and its conclusion, remain within the sole discretion of the CMA.
In the event of any material developments in connection with the CMA's inquiry, further announcements will be made in due course via an RIS.
In light of the above, the suspension of Penna Shares on AIM scheduled for 7.00 am today will not go ahead and the Court Hearing scheduled to sanction the Scheme today has been postponed (and, as a result, the cancellation of admission to AIM of Penna Shares scheduled for 7.00am on 22 April 2016 will not take place at that time). A further expected timetable of principal events for the implementation of the Scheme will be announced in due course via an RIS.
Capitalised terms in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document published by Penna and posted to shareholders on 24 March 2016.
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
J.P. Morgan Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority. 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 (UK) Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority. 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.
Smith Square Partners LLP is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Smith Square Partners 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, nor for providing advice in connection with the Offer or 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 is being made solely through the Scheme Document and the accompanying Forms of Proxy.
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.
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.
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, the Scheme Document 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 or the Scheme Document (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 is being 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 and the Scheme Document (including information incorporated by reference in this Announcement and the Scheme Document) 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 and the Scheme Document. 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.
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 or the Scheme Document.
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.
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 p.m. on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. 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 p.m. 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.
END