Adecco Sets the Parameters for Further, Sustainable Growth; Planned Broader Public Floatation of Shares.ZURICH/LAUSANNE--(BUSINESS WIRE)--March 29, 1999--The Annual General Meeting of Adecco SA will consider several important issues on April 20, 1999, with the aim of providing a financial foundation for further successful growth over the next few years. Firstly, this means that an authorized capital authorized capital n (COMM) → capital m autorizado or social authorized capital n (Comm) → capital social of 600,000 new Registered Shares (corresponding to 3.5% of current share capital) will be created. This capital increase will serve to strengthen the shareholders' equity Shareholders' Equity A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares. base after the acquisitions completed during the last twelve months (Delphi, TAD, F&S). In addition, the terms will be set so that Adecco will have the necessary financial means available over the mid-term to make further acquisitions. It is proposed to create 1,400,000 Registered Shares (corresponding to 8.5% of current capital) as a conditional capital increase (e.g., for issue of convertible bonds, stock option bonds and others). The Board will determine the timing, the allocation and the exact transaction details with due consideration to market circumstances and the respective capital requirements Capital requirements Financing required for the operation of a business, composed of long-term and working capital plus fixed assets. of the company over the next few years. At the same time, the Board of Directors proposes to simplify the capital structure by creating a Unified Registered Share. Therefore, the existing participation certificates of CHF CHF In currencies, this is the abbreviation for the Swiss Franc. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 2 par value will be exchanged in a ratio 5:1 into new Registered Shares of CHF 10 par value. In order to enhance the transparency (1) The quality of being able to see through a material. The terms transparency and translucency are often used synonymously; however, transparent would technically mean "seeing through clear glass," while translucent would mean "seeing through frosted glass." See alpha blending. of the shareholders' structure, it is further planned to exchange the existing Bearer Shares Bearer share Security not registered on the books of the issuing corporation and thus payable to possessor of the shares. Negotiable without endorsement and transferred by delivery, thus avoiding some of the control associated with ordinary shares. 1:1 into new Registered Shares of CHF 10 par value. At the same time, it is proposed to limit the registration of voting rights Voting rights The right to vote on matters that are put to a vote of security holders. For example the right to vote for directors. voting rights The type of voting and the amount of control held by the owners of a class of stock. to a maximum of 5% for new shareholders, in order to support a broader floatation of the stock. The two main shareholders - Klaus J. Jacobs Holding AG and the holding company of Philippe Foriel-Destezet Philippe Foriel-Destezet (born 1936) is one of the world's richest people, according to a 2004 listing by Forbes. He owns 18% of the Swiss employment agency Adecco as well as a significant interest in AKILA Finance. - will over the long term, reduce their holdings in Adecco in order to enhance the liquidity of the stock in the advent of its inclusion in the Swiss Market Index (SMI (1) (Storage Management Initiative) The initiative developed by the SNIA in 2003 to create a single standard interface for storage management technologies used by multiple vendors and networking communities. ), planned for July 1, 1999. As a strategic investment, the two major shareholders will jointly and in equal parts hold a minimum of 35% of the Adecco share capital. This brings the free floatation of Adecco shares in the market up to 65% from less than 50%. The broadened capital base and enhanced public character of the company provide for the best conditions for a successful further development, together with the management's re-location from California to Switzerland by the year 2000. Adecco thus reinforces its position as a leading Swiss public company. Adecco SA was created by the combination of the Swiss Adia SA and the French Ecco SA in 1996. Today, Adecco is after doubling its sales in less than three years - the global market leader in the field of comprehensive personnel services, bringing together career positions and the right job applicants. With over 3000 offices in 50 countries, Adecco has a worldwide presence. Adecco offers companies an unparalleled and comprehensive range of flexible job offers and consultancy services as well as career opportunities for qualified employees. Adecco provides part-time and full-time workforce staffing for businesses in administrative and key functional areas. Specialized spe·cial·ize v. spe·cial·ized, spe·cial·iz·ing, spe·cial·iz·es v.intr. 1. To pursue a special activity, occupation, or field of study. 2. professional services (job) professional services - A department of a supplier providing consultancy and programming manpower for the supplier's products. are offered under separate brand names. -- Accountants on Call is the specialist for accounting personnel -- Ajilon for consulting, project management and personnel services in the IT-business -- Lee Hecht Harrison offers human resource and career services. -- TAD and Roevien are the specialists in the fields of technology and engineering Adecco provides all these services on a local, national and international scale. The important continuity of leadership will also be guaranteed for Adecco: Philippe Foriel-Destezet is to become Chairman, Klaus J. Jacobs Vice-Chairman of the Board of Directors. It is proposed to elect Andreas Schmid, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Klaus J. Jacobs Holding AG, as a new member of the Board of Directors. The Group Management with John Bowmer at the helm, continues to consist of a multinational team bringing together comprehensive expertise and many years of experience on all world markets. The invitation to the Annual General Meeting will be announced on March 30, 1999, together with a detailed agenda. For further information Felix Weber, Chief Financial Officer Adecco, ++1 650 610 1111 For queries related to the main shareholders: Andreas Schmid, Chief Executive Officer Klaus J. Jacobs Holding AG, Tel. ++41-(0)1- 388 61 39 Jean-Luc Heussler, Chief Financial Officer Akila SA, Tel ++33 1 56 88 99 32 |
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