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Oneclickhr Investors - OCR

Share Name	Share Symbol	Market	Stock Type
Oneclickhr	OCR	London	Ordinary Share

	Price Change	Price Change %	Share Price	Last Trade
	0.00	0.00%	10.50	01:00:00

Open Price	Low Price	High Price	Close Price	Previous Close
			10.50	10.50

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Posted at 22/7/2009 10:09 by investinggarden Hold recommendation from Growth Company Investor Read Full Thread Reply
Posted at 27/5/2008 15:00 by mdchand perhaps more director dealing?? Read Full Thread Reply
Posted at 24/3/2004 09:59 by stewartjrl OneClickHR PLC 24 March 2004 Placing of New Ordinary Shares, Capitalisation of Unsecured Loans, Cancellation of Warrants and Consideration of a Serious Loss of Capital Introduction The Company today announces that it intends to raise £2,400,000 (approximately £2,195,000 net of expenses) through a Placing of 48,000,000 Placing Shares at 5p per share by KBC Peel Hunt Ltd. The Company also announces that it has conditionally agreed to capitalise £1,475,000 of the Unsecured Loan Stock in return for 33,541,359 Consideration Shares and to redeem the balance, £150,000, of the Unsecured Loan Stock. As part of this Capitalisation all of the Warrants will be cancelled in return for 8,985,110 Consideration Shares. The Company also announced today its preliminary results for the year ended 31 December 2003. The funds raised from the Placing will be used to provide the Group with additional working capital to implement the launch and continued development of the HR.net software and to further develop the sales and professional services teams to support the Company's product suite. As the Company's net assets have fallen to less than half of the called up share capital, the Directors are required to consider with Shareholders what steps should be taken in respect of the Company. As a result, the Directors are asking the Shareholders to consider carefully the Proposals set out in this announcement. In the absence of the Proposals, the Board is of the opinion that the Company may not have sufficient working capital for the 12 month period following the date of this announcement. As such, the Board believes that it is essential that Shareholders vote in favour of the Resolutions at the EGM to ensure the continued development of the Group. If the Resolutions are not passed at the EGM, the Company may not be able to pay its debts as and when they fall due which, at such time, could result in either a substantial reorganisation of the Group such that the business would only be able to operate at a considerably reduced level or a cessation of the Group's business. In either event the Group would not be able to capitalise on the opportunities represented by HR.net. The Placing The Company has conditionally placed 48,000,000 Placing Shares (representing approximately 82 per cent. of the Company's current issued share capital) with certain investors at a price of 5 pence per share. The Placing is not underwritten and is conditional, inter alia, on Admission and the passing of all the Resolutions to be proposed at the EGM. The Placing Shares will, when allotted and issued fully paid, rank pari passu in all respects with the existing Ordinary Shares, except in relation to the right to receive dividends and other distributions declared, made or paid prior to the issue of the Placing Shares. Application will be made for the Placing Shares to be admitted to AIM. It is expected that admission of the Placing Shares will become effective and that dealings will commence on 16 April 2004. The aggregate proceeds from the Placing are expected to amount to £2,400,000 (approximately £2,195,000 net of expenses) and are due to be received on or before 16 April 2004. The net proceeds will be used to provide the Group with additional working capital to implement the launch and continued development of the HR.net software and to further develop the sales and professional services teams to support the Company's product suite. The Placing is not open to all Shareholders on a pre-emptive basis as to do so would entail an additional expense which the Directors believe would be high and an ineffective use of shareholder funds. The Company also believes that it would be unlikely to obtain underwriters for a pre-emptive issue at a reasonable price. The Capitalisation and the Warrant Cancellation The Company issued £1,000,000 of Unsecured Loan Stock in September 2002 and issued a further £625,000 of Unsecured Loan Stock in October 2003. The Unsecured Loan Stock attracts a fixed rate of interest of 3.5% per annum and is repayable in three equal instalments on the last day of the calendar month immediately prior to the third, fourth and fifth anniversaries of the date of issue. The two issues of the Unsecured Loan Stock were supported by the issue of a total of 21,997,446 warrants to subscribe for shares exercisable at a price of 7.4p per share. The Warrants issued in connection with the two issues of the Unsecured Loan Stock are exercisable at any time during the period to 5 September 2012 and 13 October 2013, respectively. The holders of the Unsecured Loan Stock have conditionally agreed to the Capitalisation of £1,475,000 of their 3.5% Unsecured Loan Stock holdings and the Warrant Cancellation. In consideration for the Capitalisation, the Company has agreed to the allotment and issue of 33,541,359 fully paid Consideration Shares. The balance of Unsecured Loan Stock will be repaid in cash from the proceeds of the Placing, to the extent that these exceed £2,055,000. To the extent that the gross placing proceeds are below this amount, the balance of Unsecured Loan Stock will remain in place but with amended payment terms such that it will be repayable in three equal instalments on the last banking day of the calendar month immediately prior to the 3rd, 4th and 5th anniversary of the conclusion of the EGM. In consideration for the Warrant Cancellation, the Company has agreed to the allotment and issue of 8,985,110 fully paid Consideration Shares. Following the Warrant Cancellation, there will be no warrants in issue and the Company has no current intention of issuing any new warrants. The Capitalisation and the Warrant Cancellation are conditional, inter alia, on Admission and the passing of all the Resolutions at the EGM. The Consideration Shares will, when allotted and issued fully paid, rank pari passu in all respects with the existing Ordinary Shares, except in relation to the right to receive dividends and other distributions declared, made or paid prior to the issue of the Consideration Shares. Application will be made for the Consideration Shares to be admitted to AIM. It is expected that admission of the Consideration Shares will become effective and that dealings will commence on 19 April 2004. Background to and reasons for the Proposals On 4 December 2003, OneClickHR announced that the Board considered it unlikely that the Group would meet market expectations of £5.5 million turnover and profit before tax of £0.1 million for the year to 31 December 2003, but would have sales of approximately £5.0 million and losses before taxation in the region of £0.5 million. This was as a result of a worse than expected performance from the UK direct sales team and the delay in appointing a senior director with responsibility for sales in the last quarter of 2003. The Company today announced a pre-tax loss of £1.5 million for the year ended 31 December 2003. This greater than expected loss was mainly due to weaker than expected trading in December 2003, goodwill impairment provisions of £523,000 and bad debtor provisions of £115,000. As a result of these greater than expected losses, the Directors now no longer believe that the working capital available to OneClickHR will be sufficient for the Company's requirements for the coming 12 months. Without further financing the Group would have to restructure which would result in a scaling back of the operations, thereby severely restricting its ability to capitalise on the potential of HR.net, or a cessation of the business entirely. The Directors believe that the Capitalisation will significantly improve the Company's balance sheet and give it a more appropriate capital structure. It will also reduce the cash outflow associated with servicing this debt. In addition, the Warrant Cancellation will remove the possible dilutive effect of issuing 21,997,446 new Ordinary Shares at 7.4p each at some point in the future. The development work on HR.net has now been substantially completed and the product is scheduled for release in the first half of 2004. The Board considers that the appointment of John Bell as Group Chief Operating Officer in January 2004 and the changes effected to the direct sales personnel and processes have now successfully addressed the difficulties encountered in late 2003. The funds raised from the Placing will be used to provide the Group with additional working capital to implement the launch and continued development of the HR.net software and to further develop the sales and professional services teams to support the Company's product suite. Working capital The Board is of the opinion that, without completion of the Placing, the working capital currently available to OneClickHR is not sufficient for the Company's requirements for the 12 months following the date of this announcement. In order to resolve this situation, the Board has considered various options to re-capitalise and refinance the Company. These have included a sale of the existing businesses and an issue of equity in the Company. Due to the Company's present financial position, the Board believes that it would not, on a sale, obtain a fair price for the business and therefore does not consider that such a sale would be in the best interests of the Company or its Shareholders as a whole. Accordingly, the Board believes that the proposed Placing, Capitalisation and Warrant Cancellation are the best means of resolving the Company's current difficulties and are therefore in the best interests of the Company and its Shareholders as a whole. In the opinion of the Directors, having made due and careful enquiry, the working capital available to the Group, after taking into account other facilities available to it, assuming minimum net proceeds of the Placing of £1,700,000 and the implementation of the other Proposals, will be sufficient for its present requirements, that is for at least 12 months following the date of this announcement. Loss of capital The Company's net assets have fallen to less than half of the called up share capital. The Act requires the Directors of a public company to convene a general meeting of the Company in such circumstances to consider whether any, and if so what, steps should be taken to deal with the situation. Shareholders will be given an opportunity to discuss such steps at the Extraordinary General Meeting. The Directors have set out in this announcement their proposals for the Group. The recommendations of the Directors in relation to those Proposals are set out below. Board deliberations The Directors have had detailed negotiations with the holders of the Unsecured Loan Stock and the Warrants with the intention of securing their agreement to the Capitalisation and the Warrant Cancellation on the best terms for the benefit of all Shareholders. Mark Loveland and Magnus Goodlad, having an interest in Herald Venture Management and Top Technology Ventures Limited respectively, both of which are managers of funds which are holders of Unsecured Loan Stock and Warrants, have taken no part in the Board deliberations relating to the Capitalisation and the Warrant Cancellation. Mark Loveland is the beneficial holder of 3,287,879 Ordinary Shares and has undertaken not to vote on Resolution 3 at the EGM in respect of those shares. Magnus Goodlad has no direct interest in the share capital of the Company. Due to the interests of Mark Loveland and Magnus Goodlad, the Capitalisation and the Warrant Cancellation are deemed to be a related party transaction under the AIM Rules. The interests of the holders of the Unsecured Loan Notes on completion of the Proposals are set out below: Investor Consideration Aggregate % Shares interest in the being issued Enlarged Issued Share Capital Herald Ventures Limited Partnership 17,613,997 11.8% Herald Ventures Limited Partnership II 7,828,416 5.3% Herald Ventures Limited Partnership III 6,262,760 4.2% Herald Investment Trust plc 2,164,259 4.8% Top Technology Ventures IV LP 5,029,132 3.4% Nordea Bank Denmark A/S 3,627,905 2.4% Board participation in the Placing Members of the Board will in aggregate be subscribing for 1,500,000 Placing Shares under the terms of the Placing. Full details of the individual subscriptions are set out below: Director No. of new Aggregate % of the Ordinary Shares interest in the Enlarged Issued being Enlarged Issued Share Capital subscribed Share Capital under the Placing Lord Sheppard of Didgemere (1) 500,000 3,900,000 2.6% Frank Beechinor-Collins (2) 100,000 8,561,615 5.8% Angus Dent 100,000 266,061 0.2% John Bell 800,000 800,000 0.5% Peter Sedman 0 8,642,660 5.8% Mark Loveland 0 3,287,879 2.2% Magnus Goodlad 0 0 0.0% (1) Includes interests held by Lady Sheppard and holdings through Didgemere Consultants Limited. (2) Includes beneficial interest in holdings held in trust. EGM A notice convening an EGM to be held at the offices of KBC Peel Hunt Ltd, 111 Old Broad Street, London EC2N 1PH at 10.00 a.m. on 15 April 2004 at which Shareholders will have the opportunity to consider what steps, if any, should be taken in consequence of the loss of capital referred to above and will, in particular, be asked to approve the following Resolutions: i) to increase the authorised share capital of the Company; ii) to authorise the Directors to allot the Placing Shares (48,000,000 new Ordinary Shares representing 82 per cent. of the Company's issued Ordinary Share capital at the date of this announcement) and the Consideration Shares (42,526,469 new Ordinary Shares representing 73 per cent. of the Company's issued Ordinary Share capital at the date of this announcement); and iii) to disapply pre-emption rights in relation to allotment and issue of the Placing Shares and the Consideration Shares. Share capital The authorised and issued share capital of the Company immediately after the issue of Placing Shares and the issue of the Consideration Shares is expected to be: Authorised Issued and fully paid Number Amount Number Amount Ordinary Shares of 1 pence 200,000,000 £2,000,000.00 148,760,127 £1,487,601.27 each Following the implementation of the Proposals in full, there will be no Unsecured Loan Stock outstanding and all outstanding warrants will have been cancelled. Recommendation The Board, with the exception of Magnus Goodlad and Mark Loveland, having consulted with KBC Peel Hunt Ltd, believe that the Capitalisation, the Warrant Cancellation and the Placing are fair and reasonable insofar as the Company's Shareholders are concerned. Accordingly the Board (other than Mark Loveland and Magnus Goodlad) recommends that shareholders vote in favour of the Resolutions to be proposed at the EGM as they have undertaken and intend to do in respect of their own beneficial interests in 20,670,336 Ordinary Shares representing approximately 35.5 per cent. of the current issued share capital of the Company. >>>>>> OneClickHR PLC Change of Adviser 24 March 2004 Appointment of Nominated adviser & Broker The Board of OneClickHR is pleased to announce the appointment of KBC Peel Hunt Ltd as its nominated adviser and broker with immediate effect. Read Full Thread Reply
Posted at 19/9/2003 13:10 by tony14 LONDON (AFX) - OneClickHR PLC moved into the black in the first half to end-June 2003 and said it is confident of the future despite challenging market conditions. Pretax profit in the first half was 64,829 stg, up from a loss of 1.09 mln stg on turnover of 2.7 mln stg, up from 2.6 mln. Chairman Lord Sheppard of Didgemere said the path to profitability has taken longer than anticipated. "Overall, despite difficult market conditions, we look to the future with confidence and determination." The group also said it has decided that it is prudent to raise some additional funds. Consequently a subscription agreement has been entered with Herald GP Ltd, Herald Investment Trust PLC, Top Technology Ventures Ltd and Nordealnvest Engros Aktier whereby they will, subject to shareholder approval, subscribe for 625,000 stg of 3.5 pct unsecured loan stock in OneClickHR PLC, and the issue of warrants entitling the investors to subscribe for 8,445,946 ordinary shares in OneClickHR PLC. Lord Sheppard also said the company's contracted revenue, both from software support and human resource services, continues to grow. The training business has grown steadily through the period under review. "We need to build upon the success of the first half and deliver a consistent level of sales in the second half and beyond," he added. newsdesk@afxnews.com slm/ Read Full Thread Reply
Posted at 01/7/2001 21:15 by tightfist Paul, More postive views last week on N-V. The new share issue plus the Director's disposals have paved the way for a new institutional investor to aquire 4.9% - speculates that it will announced as Fidelity, or Prudential or Merrills MAM. tightfist Read Full Thread Reply
Posted at 27/6/2001 23:03 by tightfist Paul, I have been in this one for a few months. You will find some info from Neil Thapar on Nothing-Ventured - it was one his tips for the year; TechInvest also noted it last month. Has a heavyweight chairman on-board which is interesting, and one gets the impression that the onset of profitability could beat expectations. I met the CEO at Teather's Investor day at the Barbican last month; the stand was gaining plenty of interest - I get the impression that they are the main player in their niche. It's one of those companies with a feel good factor - now watch it bomb tommorrow! tightfist Read Full Thread Reply

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