PNA Penna Consultng

TIDMPNA

RNS Number : 7838X

Penna Consulting PLC

10 May 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

10 May 2016

RECOMMED CASH OFFER

For

PENNA CONSULTING PLC

By

OLSTEN (U.K.) HOLDINGS LIMITED

an indirect wholly-owned subsidiary of

ADECCO GROUP AG (formerly known as ADECCO S.A.)

by way of a scheme of arrangement

under Part 26 of the Companies Act 2006,

Scheme of Arrangement

Issue of equity

Director's dealing

Scheme Effective

On 9 March 2016, the boards of directors of Penna Consulting Plc ("Penna" or the "Company") and Adecco S.A. (now known as Adecco Group AG, "Adecco") announced that they had reached agreement on the terms of a recommended cash offer to be made by Olsten (U.K.) Holdings Limited, an indirect wholly-owned subsidiary of Adecco, for the entire issued and to be issued share capital of Penna by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The Court sanctioned the Scheme on 9 May 2016.

The boards of Penna and Adecco are pleased to announce that, following registration of the Court's order sanctioning the Scheme with the Registrar of Companies this morning, the Scheme has now become effective in accordance with its terms. Holders of Scheme Shares are entitled to receive 365 pence in cash for each Scheme Share held.

Trading on AIM in Penna Shares was temporarily suspended with effect from 7.00a.m. on 9 May 2016. It is expected that cancellation of the admission to AIM of Penna Shares will take effect at 7.00a.m. on 11 May 2016.

Settlement of Consideration due under the Scheme will be made:

-- by cheque or through CREST by the creation of an assured payment obligation within 14 days of the Effective Date (being today); or

-- in respect of Scheme Shares acquired pursuant to the exercise of Penna Options, in accordance with the terms of the Optionholder Letters.

Issue of Penna Shares following the exercise of all remaining Penna Options and director's dealing

Following sanction of the Scheme and the Scheme Record Time which occurred at 6.00 p.m. on 9 May 2016, Mr Gary Browning exercised his remaining options in respect of 506,234 Penna Shares. These Penna Shares are not Scheme Shares but instead will automatically be transferred to Olsten under Article 51A of the Company's articles of association as adopted at the General Meeting held on 14 April 2016.

Following the exercise of all remaining Penna Options and the issue and allotment by the Company of 506,234 Penna Shares to Mr Browning, Mr Browning's holdings of Penna Shares are as follows:

 
     Name of Director        Number of Penna          Number of Penna 
                              Shares held at           Shares held following 
                              the Scheme Record        the exercise 
                              Time prior to            of options on 
                              the exercise             9 May 2016 after 
                              of options on            the Scheme Record 
                              9 May 2016               Time 
     Gary Browning           755,493                  1,261,727 
 

The Company confirms that is has a total of 28,385,697 Ordinary Shares of 5p each in issue and admitted to AIM under ISIN reference GB0006794662. The above figure of 28,385,697 Ordinary Shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in Penna under the Disclosure and Transparency Rules.

Capitalised terms used but not defined in this announcement (the "Announcement") have the same meaning given to them in the circular posted to Penna Shareholders on 24 March 2016 (the "Scheme Document"). All times referred to are London times.

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.

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.

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 Adecco Group AG and its subsidiaries and subsidiary undertakings ("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.

END

This information is provided by RNS

The company news service from the London Stock Exchange

END

SOAKBLBFQEFZBBQ

(END) Dow Jones Newswires

May 10, 2016 05:49 ET (09:49 GMT)