Print   



For immediate release

20 October 2009

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

Recommended Cash Offer 

for

Spring Group plc

by

Adecco UK Holdco Limited
(a wholly-owned subsidiary of Adecco S.A.)

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Scheme of Arrangement Becomes Effective

Spring Group plc ("Spring" or "the Company") is pleased to announce that the Scheme of Arrangement has now become effective in accordance with its terms. Furthermore, as referred to in the Scheme circular sent to Shareholders on 8 September 2009 (the "Scheme Circular"), each of the non-executive Spring Directors (being Amir Eilon, Shena Winning, Jonathan Wright, Andrew Pinder and Adam Cohn) had resigned from office on 19 October 2009 (the last business day prior to the Scheme becoming Effective). Accordingly in connection therewith, each of the non-executive Spring Directors will receive a severance payment equal to three month's fees.

Spring has made an application to the London Stock Exchange for the cancellation of the admission to trading of Spring Shares on its main market for listed securities and to the UK Listing Authority for the cancellation of the admission of the Spring Shares to the Official List, in each case to be effective from 8:00 a.m. (London time) on 21 October 2009.

Holders of Spring Shares are entitled to receive 62 pence for each Spring Share held at the Scheme Record Time (6:00 p.m. (London time) on 16 October 2009). 

The consideration due to Scheme Shareholders will be sent no later than 3 November 2009.

Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Circular.

Enquiries:  

Spring Group plc Amir Eilon Peter Searle Neil Martin BofA Merrill Lynch (financial adviser to Spring) Justin Anstee Ken McLaren Elliot Richmond KBC Peel Hunt (corporate broker to Spring) Garry Levin Guy Wiehahn Daniel Webster Charles Stanley (corporate broker to Spring) Mark Taylor Financial Dynamics (PR adviser to Spring) Ben Atwell Susan Quigley Adecco S.A. Stephan Howeg Karin Selfors Credit Suisse (financial adviser and corporate broker to BidCo and Adecco) Richard Probert Zachary Brech Joe Hannon

Tel: +44 20 7356 0701 Tel: +44 20 7995 2000 Tel: +44 20 7418 8900 Tel: +44 20 7149 6000 Tel: +44 20 7831 3113 Tel: +41 44 878 8989 Tel: +44 20 7888 8888

BofA Merrill Lynch is acting exclusively for Spring and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Spring for providing the protections afforded to clients of BofA Merrill Lynch or for providing advice in connection with the Offer or any matter referred to in this announcement.

KBC Peel Hunt, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for Spring and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Spring for providing the protections afforded to clients of KBC Peel Hunt or for providing advice in connection with the Offer or any matter referred to in this announcement.

Charles Stanley, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for Spring and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Spring for providing the protections afforded to clients of Charles Stanley or for providing advice in connection with the Offer or any matter referred to in this announcement.

Credit Suisse, which is authorised and regulated in the United Kingdom by the Financial Services Authority in the United Kingdom, is acting exclusively for Adecco and BidCo and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Adecco or BidCo for providing the protections afforded to clients of Credit Suisse or for providing advice in connection with the Offer or any matter referred to in this announcement.

This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there by any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.

The release, publication or distribution of this announcement in jurisdictions other than in the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law, the Listing Rules, the rules of the London Stock Exchange and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any jurisdiction outside the United Kingdom.

Notice to US investors

The Offer relates to the shares in an English company and is being made by means of a scheme of arrangement provided for under company law of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the US Exchange Act. Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US proxy and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements of US companies. If BidCo decides, subject to the consent of the Panel, to implement the Offer by way of a takeover offer, the Offer will be made in compliance with applicable US laws and regulations.

Spring is organised under the laws of England and Wales. All but one of the directors of Spring are residents of countries other than the United States, and a majority of the assets of Spring are located outside of the United States. BidCo is a newly incorporated English company owned by Adecco, a Swiss corporation, and formed in connection with the Offer. You may not be able to sue Spring, BidCo or Adecco in a non-US court for violations of US securities laws.

Neither the SEC nor any securities commission of any state of the United States has (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offence in the United States.

Forward-Looking Statements

This announcement, oral statements made regarding the Offer, and other information published by Adecco, BidCo and Spring contain statements that are or may be "forward-looking statements", including for the purposes of the US Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations of the management of Adecco, BidCo and Spring and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein include statements about the expected effects of the Offer on Spring, Adecco and BidCo, the expected timing and scope of the Offer, synergies, other strategic options and all other statements in this announcement other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "targets", "plans", "aims", "intends", "expects", "anticipates", "believes", "estimates", "will", "may" and "should" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Adecco, BidCo or Spring. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the Conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Investors should not place undue reliance on any forward-looking statements and neither Adecco, BidCo, nor Spring undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent or more of any class of "relevant securities" of Spring, all "dealings" in any "relevant securities" of Spring (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes Effective, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Spring, they will be deemed to be a single person for the purpose of Rule 8.3. 

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Spring by Adecco, BidCo or Spring, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction. 

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. 

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, or consult the Panel's website at www.thetakeoverpanel.org.uk

ENDSOAMMBMTMMBTBRL