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Randstad to issue preference shares C

Randstad to issue preference shares C

Randstad carries out its plan to issue up to &euro 200 million of non-listed preference shares C through a private placement to a group of selected qualified investors, among which all current investors in the preference shares B. Randstad has obtained commitments from these investors to acquire &euro 140 million of preference shares C. Randstad may issue the remainder through a private placement to other selected qualified investors. Randstad will use the proceeds to strengthen its financial position and, as such, lower its leverage ratio. This transaction is part of the refinancing of our current credit facility.

To effect the issue of preference shares C, Randstad anticipates to hold an Extraordinary General Meeting of shareholders on January 16, 2013. Payment and delivery of the preference shares C will take place soon after that.

Randstad has agreed upon the following key terms:
• The preference shares C carry a dividend yield of 5.8%. Seven years after the issue of the preference shares C, the dividend yield will be reset.
• The preference shares C have preference over Randstad's ordinary shares and rank equal with Randstad's preference shares B (pari passu).
• In connection with the Dutch Corporate Governance Code, the voting rights attached to the preference shares C will be in line with the capital contribution. Post transaction the voting rights attached to the preference shares C will represent up to 4.4% of the total voting rights.
• Starting the fifth year after the issue of the preference shares C, Randstad may annually redeem part of the then outstanding preference shares C. On the occasion of a dividend reset, Randstad may cancel all then outstanding preference shares C by full repayment.
• The preference shares C are intended to qualify as equity under the International Financial Reporting Standards.
• Other terms and conditions are  included which reflect current market standards.

ABN AMRO is acting as financial adviser to Randstad for this transaction.

Reference is made to the information concerning the Extraordinary General Meeting. The agenda, the explanation to the agenda, and the proposed amendment of the Articles of Association, including an explanation, will be made available on Randstad's website www.randstad.comas soon as possible.

Preference shares B
On November 18, 1998 Randstad issued 25.2 million preference shares B based on a total capital contribution of &euro 165.8 million. As of 2008 the voting rights attached to these shares have been aligned with the historical capital contribution. The dividend yield of the preference shares B is reset each seven years.
On November 18, 2012 and in line with the Articles of Association, the dividend yield has been reset from 4.32% to 2.69% and will be applicable in the next seven years. In connection with the contemplated private placement of preference shares C, Randstad has agreed that the terms of the preference shares B will be amended to reflect that certain provisions in respect to preference shares C also apply to preference shares B.

Disclaimer
This press release is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of Randstad.

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