First Court Hearing
05 Februar 2010 - 12:55PM
UK Regulatory
TIDMOCR
RNS Number : 7546G
OneClickHR PLC
05 February 2010
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 or regulations of such jurisdiction
ONECLICKHR PLC
RECOMMENDED CASH OFFER BY ADP NETWORK SERVICES LIMITED FOR ONECLICKHR PLC
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT
RESULT OF COURT HEARING AND EXERCISE OF OPTIONS
On 15 December 2009, the board of ADP Network Services Limited ("ADP Network
Services") and the board of OneClickHR plc ("OneClickHR" or the "Company")
announced that they had reached agreement on the terms of a recommended cash
offer by ADP Network Services to acquire the entire issued share capital of
OneClickHR, to be implemented by means of a scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme of Arrangement" or the "Scheme"). A
scheme circular proposing the Scheme of Arrangement (the "Scheme Document") was
posted to OneClickHR Shareholders on 22 December 2009. Unless otherwise stated,
defined terms shall have the meaning given to them in the Scheme Document.
On 14 January 2010, the Company announced that at the Court Meeting and the
General Meeting all the resolutions required to approve the Scheme were passed
by the requisite majorities.
Today, at the first of two Court Hearings required as part of the Scheme, the
Court sanctioned the Scheme.
A second Court Hearing is due to take place on 9 February 2010 at which the
Court will consider and if thought fit make the Reduction Court Order to confirm
the reduction of the share capital of the Company.
It is anticipated that the Scheme will become effective on 10 February 2010 and
cancellation of admission of the OneClickHR Shares from AIM will take effect
from 07:00 a.m. on 11 February 2010.
The Company also announces that, immediately following the sanction of the
Scheme by the Court referred to above, 8,111,000 OneClickHR Shares ("New
Shares") were allotted and issued to employees of the Company and certain
OneClickHR Directors to satisfy OneClickHR Options which had been exercised
conditionally upon the Scheme being sanctioned by the Court. Application has
been made for the New Shares to be admitted to AIM.
As a result of the exercise of options, for the purposes of Rule 8.1 of the
Takeover Code and Rule 17 of the AIM Rules, the shareholdings of the OneClickHR
Directors and their respective immediate families, related trusts and connected
bodies corporate (within the meaning of section 823 of the Act) in the share
capital of OneClickHR are as follows:
+-------------------------+-------------+----------+----------------+---------------------------+
| Name | Number of | Exercise | Total Number | Percentage of enlarged |
| | New Shares | Price | of | issued share capital |
| | subject to | | OneClickHR | |
| | options | | Shares held | |
| | exercised | | following the | |
| | | | exercise | |
+-------------------------+-------------+----------+----------------+---------------------------+
| | | | | |
+-------------------------+-------------+----------+----------------+---------------------------+
| Frank Beechinor-Collins | 2,000,000 | 4p | 10,561,615 | 6.73% |
+-------------------------+-------------+----------+----------------+---------------------------+
| Stephen Oliver | 500,000 | 4.125p | 1,500,000 | 0.96% |
+-------------------------+-------------+----------+----------------+---------------------------+
| | 1,000,000 | 4p | | |
+-------------------------+-------------+----------+----------------+---------------------------+
| Peter Sedman | 1,000,000 | 4p | 9,642,660 | 6.15% |
+-------------------------+-------------+----------+----------------+---------------------------+
| Trevor Townsend | 500,000 | 4.125p | 1,500,000 | 0.96% |
+-------------------------+-------------+----------+----------------+---------------------------+
| | 1,000,000 | 4p | | |
+-------------------------+-------------+----------+----------------+---------------------------+
| | | | | |
+-------------------------+-------------+----------+----------------+---------------------------+
| TOTAL | 6,000,000 | | 23,204,275 | 14.79% |
+-------------------------+-------------+----------+----------------+---------------------------+
Further details of the OneClickHR Option Schemes are set out in the Scheme
Document.
Application has been made for admission of the New Shares to AIM.
In accordance with Rule 2.10 of the City Code, OneClickHR confirms that as at 5
February 2010 it has 156,871,142 OneClickHR Shares of 1p each (including the New
Shares) in issue under the UK ISIN Code GB0004332085.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will
be published on the following website: http://www.oneclickhrplc.com. For further
information please contact:
+------------------------------------------------+-----------------+
| ADP Network Services Limited | Tel: 01932 |
| Donald McGuire | 597100 |
| | |
+------------------------------------------------+-----------------+
| Mooreland Partners LLP (financial adviser to | Tel: 0207 016 |
| ADP Network Services) | 3382 |
| Patrick Seely | Tel: 0207 016 |
| Victor Garcia | 3381 |
| | |
+------------------------------------------------+-----------------+
| OneClickHR Plc | Tel: 0844 770 |
| Frank Beechinor-Collins | 2050 |
| Stephen Oliver | |
| | |
+------------------------------------------------+-----------------+
| KBC Peel Hunt (financial adviser to | Tel: 0207 418 |
| OneClickHR) | 8900 |
| Richard Kauffer | |
| Daniel Harris | |
| | |
+------------------------------------------------+-----------------+
| Hansard Group | Tel: 0207 235 |
| Adam Reynolds | 1100 |
+------------------------------------------------+-----------------+
Mooreland Partners LLP, which is authorised and regulated in the United Kingdom
by the Financial Services Authority for investment business, is acting
exclusively for the ADP Group and no one else in relation to the Proposal and
will not be responsible to anyone other than the ADP Group for providing the
protections afforded to clients of Mooreland Partners LLP or for providing
advice in relation to the Proposal.
KBC Peel Hunt is acting exclusively for OneClickHR and no one else in relation
to the Scheme and will not be responsible to anyone other than OneClickHR for
providing the protections afforded to clients of KBC Peel Hunt or for providing
advice in relation to the Proposal, the Scheme or any matter or arrangement
referred to in this announcement.
This announcement is not intended to, and does not, constitute or form part of
any offer to sell or an invitation to purchase any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Proposal or otherwise. The Proposal has been made solely through the Scheme
Document, which contains the full terms and conditions of the Proposal. Any
response to the Proposal should be made only on the basis of the information in
the Scheme Document.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law and the Takeover Code 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 England.
Copies of this announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving this announcement
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
If the acquisition of OneClickHR is implemented by way of an Offer (unless
otherwise determined by ADP Network Services and permitted by applicable law and
regulation), the Offer may not be made, directly or indirectly, in or into or by
the use of the mails of, or by any other means or instrumentality (including,
without limitation, electronic mail, facsimile transmission, telex, telephone,
internet or other forms of electronic communication) of interstate or foreign
commerce of, or any facility of a national state or securities exchange of any
Restricted Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facility. A "Restricted Jurisdiction" for
these purposes shall include the United States, Canada, Australia, South Africa
or Japan.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in one per cent. or more of any
class of "relevant securities" of OneClickHR, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Scheme becomes effective or the Proposal lapses or
is otherwise withdrawn, or on which the "offer period" otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of
OneClickHR, they will be deemed to be a single person for the purpose of Rule
8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in
"relevant securities" of OneClickHR by the ADP Group, or by OneClickHR, or any
of their respective "associates", must be disclosed by no later than 12.00 noon
(London time) on the London business day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website
at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Code, which can also be
found on the Takeover Panel's website. If you are in any doubt as to whether or
not you are required to disclose a "dealing" under Rule 8, please contact an
independent financial adviser authorised under FSMA, consult the Panel's website
at www.thetakeoverpanel.org.uk or contact the Panel on telephone number + 44 (0)
20 7638 0129.
ADP Network Services reserves its rights, with consent of the Takeover Panel, to
implement its acquisition of OneClickHR by way of a takeover offer under the
Takeover Code.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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