Regulatory News:
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY UNITED
STATES OR ITALIAN PERSON OR TO ANY PERSON RESIDENT AND/OR LOCATED
IN THE UNITED STATES OR ITALY OR TO ANY ADDRESS IN THE UNITED
STATES OR ITALY OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL
TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT
This announcement is not an offer of securities in the United
States or any other jurisdiction. Securities may not be offered or
sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended.
Aéroports de Paris does not intend to register any portion of the
planned Contractual Offer or any offer of New Bonds in the United
States or to conduct a public offering of securities in the United
States, or any other country.
26 April 2010
Aéroports de Paris (“ADP”) (Paris:ADP) today announces that it
is inviting Qualifying Holders, subject to a maximum aggregate
principal amount of Existing Bonds being no more than €750,000,000
(the “Maximum Acceptance Amount”), to offer to exchange (subject to
the offer restrictions set forth in the Offer Memorandum, as
defined below) any or all of its €500,000,000 6.375% Bonds due
January 2014 (of which €500,000,000 is currently outstanding) (the
“January 2014 Bonds”), €400,000,000 5.250% Bonds due March 2011 (of
which €400,000,000 is currently outstanding) (the “March 2011
Bonds”) and €350,000,000 5.250% Bonds due March 2012 (of which
€350,000,000 is currently outstanding) (the “March 2012 Bonds”
together with the March 2011 Bonds and the January 2014 Bonds, the
“Existing Bonds”) for Euro-denominated fixed rate bonds (the “New
Bonds”) with a maturity longer than that of the Existing Bonds
(which will be announced in the New Bonds Maturity Announcement (as
defined below)) in an exchange offer (the “Exchange Offer”). The
New Bonds are to be issued by ADP and an application will be made
for listing the New Bonds on Euronext Paris.
Société Générale also announces that it is separately inviting
Holders who do not wish to or may not participate in the Exchange
Offer but who wish to sell their Existing Bonds for a cash amount
to tender such Existing Bonds for purchase by Société Générale
(subject to possible pro-ration if the Maximum Acceptance Amount is
triggered) for a cash amount equal to the product of (i) the
aggregate principal amount of the Existing Bonds validly tendered
for purchase; and (ii) the Tender Offer Price, plus any applicable
Accrued Interest (the “Tender Offer”, together with the Exchange
Offer, the “Contractual Offer”). For the avoidance of doubt there
is no minimum amount of Existing Bonds required to be delivered by
a Holder in order to participate in the Tender Offer.
The Contractual Offer is made on the terms and subject to the
conditions contained in the Offer Memorandum dated 26 April 2010
(the “Offer Memorandum”). Capitalised terms used and not otherwise
defined in this announcement have the meanings ascribed to them in
the Offer Memorandum.
Valid offers of Existing Bonds for exchange and valid tenders of
Existing Bonds for purchase will be revocable at any time from the
time of submission until the Revocation Deadline. Such Electronic
Instruction Notices and Paper Acceptance Notices, however, will be
irrevocable from and including the Revocation Deadline, except in
the limited circumstances described in the Offer Memorandum.
Description of the Existing Bonds ISIN Codes
Outstanding Principal Amount Maturity
Date
Reference Benchmark Offer Spread
€350,000,000 5.250% Bonds due March 2012 FR0000488611 €350,000,000
25 March 2012 March 2012 Interpolated Mid-Swap Rate -10 bps
€500,000,000 6.375% Bonds due January 2014 FR0010690156
€500,000,000 24 January 2014 January 2014 Interpolated Mid-Swap
Rate +10 bps
Description of the Existing Bonds
ISIN Code Outstanding Principal Amount
Maturity
Date
Exchange/Tender Offer Price €400,000,000 5.250% Bonds due
March 2011 FR0000485831 €400,000,000 15 March 2011 103.75 per cent.
Rationale
The purpose of the Contractual Offer is to lengthen the
Company's debt maturity profile and take advantage of favourable
market conditions.
Exchange Offer
Each Qualifying Holder whose Existing Bonds are accepted for
exchange by ADP pursuant to the Exchange Offer will receive on the
Exchange Settlement Date: (i) New Bonds in the principal amount
(rounded down to the nearest €50,000, subject always to the minimum
denomination of the New Bonds of €50,000 and to the Minimum
Exchange Delivery Amount) equal to the product of (x) the aggregate
principal amount of the Existing Bonds validly offered for exchange
by a Qualifying Holder and accepted; and (y) the Exchange Offer
Price (the “New Bonds Consideration”); (ii) the Cash Rounding
Amount (as defined in the Offer Memorandum); and (iii) Accrued
Interest (as defined in the Offer Memorandum).
The Exchange Offer Price and the Tender Offer Price for the
March 2011 Bonds is 103.75 per cent. The Exchange Offer Prices of
the March 2012 Bonds and the January 2014 Bonds will be calculated
in the manner described in the Offer Memorandum by reference, in
the case of the March 2012 Bonds, to a yield of 10 bps below the March 2012 Interpolated
Mid-Swap Rate and, in the case of the January 2014 Bonds, to a
yield of 10 bps above the
January 2014 Interpolated Mid-Swap Rate.
The maturity of the New Bonds will be announced on 30 April 2010
at or around 10.00 a.m.
The New Bonds will be issued at par and the New Bonds Coupon
will be determined by reference to the New Bonds Mid-Swap Rate plus
a spread (the “New Bonds Spread”) which will be within the New
Bonds Spread Indication. The New Bonds Spread Indication will be
announced on 4 May 2010 at or around 9.30 a.m.
Qualifying Holders who wish to participate in the Exchange Offer
must validly offer to exchange a principal amount of at least
€50,000 of either March 2012 Bonds, January 2014 Bonds and March
2011 Bonds, taken separately, pursuant to the terms of the Exchange
Offer (the “Minimum Exchange Delivery Amount”). Qualifying Holders
who validly offer to exchange a principal amount of Existing Bonds
of less than the Minimum Exchange Delivery Amount will be deemed to
have tendered such Existing Bonds for purchase by Société Générale
pursuant to the Tender Offer.
Tender Offer
Each Holder whose Existing Bonds are accepted for purchase by
Société Générale pursuant to the Tender Offer will receive on the
Tender Settlement Date (as defined below) an amount equal to the
product of (i) the aggregate principal amount of the Existing Bonds
validly tendered for purchase; and (ii) the Tender Offer Price,
plus any applicable Accrued Interest.
Terms of the Contractual Offer
Each of the Tender Offer and the Exchange Offer will expire at
4.00 p.m. (Paris time) on 4 May 2010 (the “Expiration Deadline”),
or such later date as notified by the Exchange and Tender Agent or
the Information Agent to Holders and subject to the right of ADP
and Société Générale, acting jointly, to terminate, withdraw and/or
amend the Contractual Offer.
ADP and Société Générale jointly propose to accept offers to
exchange and tenders for purchase of no more than the Maximum
Acceptance Amount, although ADP and Société Générale, acting
jointly, reserve the right to accept more or less than the Maximum
Acceptance Amount.
All valid offers for exchange made to ADP or tenders for
purchase made to Société Générale of January 2014 Bonds received by
ADP or Société Générale, as applicable, will be accepted first.
Thereafter, all valid offers for exchange made to ADP or tenders
for purchase made to Société Générale of March 2011 Bonds and March
2012 Bonds received by ADP or Société Générale, as applicable, will
be accepted second, subject to possible pro-ration in order to
ensure that the aggregate amount of Existing Bonds exchanged or
purchased does not exceed the Maximum Acceptance Amount, if
applicable.
Transaction Condition
The Contractual Offer is conditional upon the pricing of the New
Bonds and the signing by the Joint Dealer Managers of a
subscription agreement for the purchase of, and subscription for,
the New Bonds.
Pricing
The Offer Price of the Existing Bonds and the New Bonds Coupon
will be determined between approximately 3.00 p.m. and 4.00 p.m.
(Paris time) (the “Pricing Time”) on 5 May 2010 (the “Pricing
Date”).
Announcement of Results and Settlement
The results of the Exchange Offer or the Tender Offer will be
announced as soon as practicable after the Pricing Time and the
delivery of the visa from the Autorité des marchés financiers on
the prospectus relating to the New Bonds.
ADP will deliver the New Bonds Consideration in exchange for
Existing Bonds accepted for exchange and pay any Cash Rounding
Amount and Accrued Interest on the Exchange Settlement Date, which
is expected to be 10 May 2010.
Société Générale will pay the Purchase Price in consideration
for Existing Bonds accepted for purchase on the Tender Settlement
Date, which is expected to be 7 May 2010.
Further Information
Holders of the Existing Bonds are advised to read carefully the
Offer Memorandum for full details of and information on the
procedures for participating in the Contractual Offer. The Offer
Memorandum is available to Holders upon request from the
Information Agent and on ADP’s website
(www.aeroportsdeparis.fr).
Summary of Expected Timetable of Events
Events Dates and Times (All times
are Paris time) Launch of the Contractual Offer 26 April 2010 New
Bonds Maturity Announcement At or around 10.00 a.m. on 30 April
2010 New Bonds Spread Indication Announcement At or around 9.30
a.m. on 4 May 2010 Revocation Deadline 3.00 p.m. on 4 May 2010
Expiration Deadline 4.00 p.m. on 4 May 2010 Announcement of
indicative Pro-ration Factor, if applicable At or around 9.30 a.m.
on 5 May 2010 Pricing Date and Pricing Time Between approximately
3.00 p.m. and 4.00 p.m. on 5 May 2010 Announcement of results of
the Contractual Offer As soon as practicable after the Pricing Time
and the visa of the Autorité des marchés financiers on the listing
prospectus relating to the New Bonds Settlement of the Tender Offer
Expected to be 7 May 2010 Settlement of the Exchange Offer Expected
to be 10 May 2010
The above dates and times are subject, where applicable, to the
right of ADP and Société Générale, acting jointly, to extend,
re-open, amend, terminate and/or withdraw the Offer. Holders are
advised to check with any bank, securities broker or other
intermediary through which they hold Existing Bonds whether such
intermediary would require to receive instructions to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the
Contractual Offer before the deadlines specified above. The
deadlines set by each Clearing System for the submission of
exchange instructions may also be earlier than the relevant
deadlines above.
Subject to applicable law and as provided in the Offer
Memorandum, ADP and Société Générale may, acting jointly, extend,
re-open, amend, waive any condition of, terminate or withdraw the
Contractual Offer at any time.
The Contractual Offer is not being made in the United States or
Italy or to any U.S. person or to any person located or resident in
Italy and is also restricted in other jurisdictions as more fully
described below and in the Offer Memorandum.
Requests for information about the Contractual Offer should be
directed to the:
STRUCTURING ADVISOR & JOINT
DEALER MANAGER
Société Générale17, Cours Valmy92987 Paris La DéfenseFrance
Tel: +33 (0)1 58 98 45 81Email:
liability.management@sgcib.com
JOINT DEALER MANAGERS
BNP Paribas10 Harewood AvenueLondon NW1 6AAUnited Kingdom
Tel: +44 207 595 8668Email:
liability.management@bnpparibas.com
J.P. Morgan Securities Ltd.125 London WallLondon EC2Y
5AJUnited Kingdom
Tel: +44 207 777 1333 (Liability
Management)Email: sebastien.m.bamsey@jpmorgan.com
NATIXIS30 avenue Pierre Mendès-France75013 ParisFrance
Tel: +33 (0)1 58 55 08 37Email:
stephanie.besse@natixis.com
Questions and requests for assistance in relation to the
submission of Paper Acceptance Noticesand Electronic Instruction
Notices may be directed to the:
EXCHANGE AND TENDER
AGENT
BNP Paribas Securities Services9, rue Débarcadère93500
PantinFrance
Tel: +33 (0)1 55 77 61 60Fax: +33
(0)1 57 43 31 38Email:
paris.bp2s.ost.ope.tcinbox@bnpparibas.com
INFORMATION AGENT Lucid Issuer Services Limited436
Essex RoadLondon N1 3QPUnited Kingdom
Tel: +44 207 704 0880Email:
adp@lucid-is.com
A copy of the Offer Memorandum is available to Holders upon
request from the Information Agent and on ADP’s website
(www.aeroportsdeparis.fr).
DISCLAIMER
The Joint Dealer Managers do not take responsibility for the
contents of this announcement and none of ADP, Société Générale,
the Joint Dealer Managers, the Exchange and Tender Agent or the
Information Agent or any of their respective directors, employees
or affiliates makes any representation or recommendation whatsoever
regarding the Contractual Offer or any recommendation as to whether
Qualifying Holders should offer Existing Bonds for exchange
pursuant to the Exchange Offer or Holders should tender Existing
Bonds for purchase pursuant to the Tender Offer. This announcement
must be read in conjunction with the Offer Memorandum. No
invitation to exchange or tender any Existing Bonds is being made
pursuant to this notice. Any such invitation is only being made in
the Offer Memorandum and any acceptance should be made solely on
the basis of information contained in the Offer Memorandum. This
announcement and the Offer Memorandum contain important
information, which should be read carefully before any decision is
made with respect to the Offer. If any Holder is in any doubt as to
the action it should take, it is recommended to seek its own
advice, including as to any tax consequences, from its stockbroker,
bank manager, legal advisor, accountant or other independent
adviser.
OFFER RESTRICTIONS
This announcement does not constitute an invitation to
participate in the Contractual Offer in any jurisdiction in which,
or to any person to or from which, it is unlawful to make such
invitation or for there to be such participation under applicable
securities laws. The distribution of this announcement in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement or the Offer Memorandum comes are
required by each of ADP, Société Générale, the Joint Dealer
Managers, the Exchange and Tender Agent and the Information Agent
to inform themselves about, and to observe, any such
restrictions.
No action has been or will be taken in any jurisdiction in
relation to the Contractual Offer that would permit a public
offering of securities, including in France. The Exchange Offer is
only addressed to Qualifying Holders in any Member State of the
European Economic Area (other than Italy) which has implemented the
Prospectus Directive 2003/71/EC (the “Prospectus Directive”), who
offer to exchange the Minimum Exchange Delivery Amount, therefore
no action is required to be taken under the Prospectus Directive in
connection with such offer.
United States
The Contractual Offer is not being made, and will not be made,
directly or indirectly, in or into, or by use of the mail of, or by
any means or instrumentality of interstate commerce of or of any
facilities of a national securities exchange of, the United States
or to U.S. persons. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone and the Internet.
Accordingly, copies of the Offer Memorandum (as defined herein) and
any other documents or materials relating to the Contractual Offer
are not being, and must not be, directly or indirectly, mailed or
otherwise transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States or to any U.S. person and the Existing Bonds cannot
be offered for exchange pursuant to the Exchange Offer or tendered
for purchase pursuant to the Tender Offer by any such use, means,
instrumentality or facility or from within the United States. Any
purported offers to exchange Existing Bonds pursuant to the
Exchange Offer or tenders of Existing Bonds for purchase pursuant
to the Tender Offer resulting directly or indirectly from a
violation of these restrictions will be invalid, and offers to
exchange and tenders for purchase made by a U.S. person, a resident
of the United States or from within the United States or from any
agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States or any U.S. person will not be
accepted.
Neither this announcement nor the Offer Memorandum is an offer
of securities for sale in the United States or to U.S. persons.
Securities may not be offered or sold in the United States absent
registration or an exemption from, or in a transaction not subject
to, the registration requirements under the Securities Act. The New
Bonds have not been, and will not be, registered under the
Securities Act, or the securities laws of any state or jurisdiction
of the United States, and may not be offered, sold or delivered,
directly or indirectly, in the United States or to or for the
account or benefit of U.S. persons. The purpose of this
announcement and the Offer Memorandum is limited to the Contractual
Offer and this announcement and the Offer Memorandum may not be
sent or given to any person other than a non-U.S. person in an
offshore transaction in accordance with Regulation S under the
Securities Act.
Each Holder of Existing Bonds participating in the Contractual
Offer will represent to ADP, Société Générale, the Joint Dealer
Managers, the Exchange and Tender Agent and the Information Agent
that it is not located in the United States and is not a U.S.
person and is not giving an order to participate in the Contractual
Offer from within the United States or on behalf of a U.S.
person.
France
These offer restrictions apply only in respect of offers to
exchange Existing Bonds pursuant to the Exchange Offer. Tenders of
Existing Bonds for purchase are not subject to the below French
restriction.
The Exchange Offer is not being made, directly or indirectly, to
the public in the Republic of France. Neither this announcement,
the Offer Memorandum nor any other documents or offering materials
relating to the Exchange Offer have been or shall be distributed to
the public in the Republic of France and only (i) providers of
investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d’investissement de gestion de portefeuille pour compte de tiers),
and (ii) qualified investors (investisseurs qualifiés), as defined
in and in accordance with Articles L.411-1 and D.411-2 to D.411-3
of the French Code monétaire et financier are eligible to
participate in the Exchange Offer. Neither this announcement nor
the Offer Memorandum has been or will be submitted for clearance to
or approved by the Autorité des marchés financiers.
European Economic Area
These offer restrictions apply only in respect of offers to
exchange Existing Bonds pursuant to the Exchange Offer. Tenders of
Existing Bonds for purchase are not subject to the below European
Economic Area restriction.
In any EEA Member State that has implemented Directive
2003/71/EC (together with any applicable implementing measures in
any Member State, the “Prospectus Directive”), the Offer Memorandum
and this announcement is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the
Prospectus Directive.
Each of the Offer Memorandum and this announcement have been
prepared on the basis that any offer of New Bonds in any Member
State of the European Economic Area (“EEA”), which has implemented
the Prospectus Directive (each, a “Relevant Member State”) will be
made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to
produce an Offer Memorandum for offers of New Bonds. Accordingly
any person making or intending to make any offer within the EEA of
New Bonds which are the subject of the offer contemplated in the
Offer Memorandum and this announcement may only do so in
circumstances in which no obligation arises for ADP or the Joint
Dealer Managers to produce an Offer Memorandum pursuant to Article
3 of the Prospectus Directive or supplement an Offer Memorandum
pursuant to and in accordance with Article 16 of the Prospectus
Directive, in each case, in relation to such offer. Neither ADP nor
the Joint Dealer Managers have authorised, nor do they authorise,
the making of any offer (i) of any New Bonds in circumstances in
which an obligation arises for ADP or the Joint Dealer Managers to
publish or supplement an Offer Memorandum for such offer; or (ii)
of New Bonds through any financial intermediary, other than offers
made by the Joint Dealer Managers which constitute the offering of
the New Bonds contemplated in the Offer Memorandum and this
announcement .
Each person in a Relevant Member State who receives any
communication in respect of, or who acquires any New Bonds under
the offer contemplated in the Offer Memorandum and this
announcement will be deemed to have represented, warranted and
agreed to and with each Joint Dealer Manager and ADP that:
(a) it is a qualified investor within the
meaning of the law in that Relevant Member State implementing
Article 2(1)(e) of the Prospectus Directive; and
(b) in the case of any New Bonds acquired
by it as a financial intermediary as that term is used in Article
3(2) of the Prospectus Directive, (i) the New Bonds acquired by it
in the offers have not been acquired on behalf of, nor have they
been acquired with a view to their offer or resale to, persons in
any Relevant Member State other than qualified investors, as that
term is defined in the Prospectus Directive, or in circumstances in
which the prior consent of the Joint Dealer Managers has been given
to the offer or resale; or (ii) where the New Bonds have been
acquired by it on behalf of persons in any Relevant Member State
other than qualified investors, the offer of those New Bonds to it
is not treated under the Prospectus Directive as having been made
to such persons.
For the purposes of this representation, the expression an
“offer” in relation to any New Bonds in any Relevant Member State
means the communication in any form and by any means of sufficient
information on the terms of the offer and any New Bonds to be
offered so as to enable an investor to decide to purchase or
subscribe for the New Bonds, as the same may be varied in that
Relevant Member State by any measure implementing the Prospectus
Directive in that Relevant Member State and the expression
“Prospectus Directive” means Directive 2003/71/EC and includes any
relevant implementing measure in each Relevant Member State.
United Kingdom
The communication of this announcement and the Offer Memorandum
and any other documents or materials relating to the Offer is not
being made by, and this announcement and the Offer Memorandum and
such documents and/or materials have not been approved by, an
authorised person for the purposes of section 21 of the Financial
Services and Markets Act 2000 (“FSMA”). Accordingly, this
announcement and the Offer Memorandum and such documents and/or
materials are not being distributed to, and must not be passed on
to, persons in the United Kingdom save in circumstances where
section 21(1) of FSMA does not apply. The communication of this
announcement and the Offer Memorandum and such documents and/or
materials is only being made to those persons in the United Kingdom
who are (i) investment professionals falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”); (ii) high net worth companies,
and other persons to whom it may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as “relevant persons”); or (iii) persons
falling within Article 43 of the Order.
Insofar as the communication in this announcement, the Offer
Memorandum and such documents and/or materials is made to or
directed at relevant persons, any investment or investment activity
to which it relates is available only to relevant persons and will
be engaged in only with relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of
its contents.
Italy
The Offer is not extended, directly or indirectly to any person
(natural or legal) resident in the Republic of Italy. The Offer is
not being made, directly or indirectly, in the Republic of Italy.
The Offer, this announcement and the Offer Memorandum have not been
submitted to the clearance procedure of the Commissione Nazionale
per le Società e la Borsa (CONSOB) and/or the Bank of Italy
pursuant to applicable Italian laws and regulations. Accordingly,
this announcement, the Offer Memorandum (or any part thereof), or
any other documents or materials relating to the Offer may not be
distributed or made available in the Republic of Italy.
Accordingly, holders of Existing Bonds are notified that, to the
extent such holders are located or resident in Italy, the Offer is
not available to them and they may not offer Existing Bonds for
exchange or purchase pursuant to the Offer nor may the New Bonds be
offered, sold or delivered in Italy and, as such, any Offer to
Participate received from or on behalf of such persons shall be
ineffective and void.
Belgium
The Offer is not being made, directly or indirectly, to the
public in the Kingdom of Belgium. Neither the Offer nor this
announcement nor the Offer Memorandum nor any other documents or
materials relating to the Offer have been notified to the Belgian
Banking, Finance and Insurance Commission (Commission bancaire,
financière et des assurances) pursuant to Article 32 of the Belgian
Law of 16 June 2006 on the offerings of securities and admissions
of securities to trading on regulated markets (the “Law on Public
Offerings”) and Article 19 of the Law of 1 April 2007 on public
acquisition offers (the “Law on Public Acquisition Offers”) nor has
this announcement, the Offer Memorandum or any other information
circular, brochure or similar document relating to the Offer been,
nor will it be, approved by the Belgian Banking, Finance and
Insurance Commission pursuant to Article 23 of the Law on Public
Offerings and Article 18 of the Law on Public Acquisition Offers.
Accordingly, the Offer may not be advertised and none of this
announcement, the Offer Memorandum and any other information
circular, brochure or similar document relating to the Offer may be
distributed, directly or indirectly, in the Kingdom of Belgium only
to qualified investors as referred to in Article 10 of the Law on
Public Offerings and Article 6, paragraph 3 of the Law on Public
Acquisition Offers, acting for their own account. Insofar as the
Kingdom of Belgium is concerned, the Offer Memorandum has been
issued only for the personal use of the above qualified investors
and exclusively for the purpose of the Offer. Accordingly, the
information contained in the Offer Memorandum may not be used for
any other purpose or disclosed to any other person in the Kingdom
of Belgium.
General
The Offer does not constitute an offer to buy or the
solicitation of an offer to sell the Existing Bonds and/or New
Bonds in any jurisdiction in which such offer or solicitation would
be unlawful or would not be in compliance with the laws or
regulations of such jurisdiction. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of the Joint Dealer Managers by one or more such
registered brokers or dealers licensed under the laws of such
jurisdiction.
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