TIDMPNA
RNS Number : 7401V
Penna Consulting PLC
20 April 2016
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
(MORE TO FOLLOW) Dow Jones Newswires
April 20, 2016 02:00 ET (06:00 GMT)
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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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