|RNS Number : 4922E
22 December 2009
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 of such jurisdiction
22 December 2009
RECOMMENDED CASH OFFER BY ADP NETWORK SERVICES LIMITED FOR ONECLICKHR PLC
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT
POSTING OF SCHEME CIRCULAR
On 15 December 2009, the board of 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 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 board of OneClickHR announces that the Scheme Document which sets out, amongst other things, the full terms and conditions of the Scheme and an explanatory statement (pursuant to section 897 of the Companies Act 2006), together with the action to be taken by OneClickHR Shareholders, is being posted to OneClickHR Shareholders today.
Notices convening the Court Meeting and the General Meeting, to be held at the offices of Olswang, 90 High Holborn, London, WC1V 6XX on 14 January 2010 at 10.00 a.m. and 10.15 a.m. (or, in the case of the General Meeting, as soon thereafter as the Court Meeting is concluded or adjourned), respectively, are contained in the Scheme Document.
It is anticipated that the voting record time in respect of the Court Meeting and General Meeting will be 6.00 p.m. on 12 January 2009.
Subject to the satisfaction or waiver of the Conditions to the Scheme, the expected timetable of principal events is:
the last day of dealings in, and for registration of transfers of, OneClickHR Shares will be 4 February 2010;
trading in OneClickHR's Shares will be suspended from 7:00am on 5 February 2010
the Court Sanction Hearing to sanction the Scheme will take place on 5 February 2010;
the Reduction Court Hearing to confirm the Reduction of Capital will take place on 9 February 2010
the Scheme will become effective on 10 February 2010;
cancellation of admission to trading of the OneClickHR Shares will take place on 11 February 2009; and
despatch of cheques or settlement through CREST in respect of the cash consideration due under the Scheme will be made by 23 February 2010.
If any of these expected dates change, OneClickHR will give reasonable notice of the change by issuing an announcement through a Regulatory Information Service.
Unless the context otherwise requires, terms defined in the announcement dated 15 December 2009 have the same meaning in this announcement.
Copies of the Scheme Circular and Forms of Proxy will be available from the offices of Olswang, 90 High Holborn, London, WC1V 6XX. The Scheme Circular may also be obtained from the website of OneClickHR, www.oneclickhrplc.com.|
|Good point adieadie.As i stand i'm £60 down but how long will i need to wait for 10.5p i would get from the sale.|
|so what happens now? The offer is 10.5p a share, so they will pay that and i'll get that full amount? Selling to the market is only giving 10.1p
How do I get this money? will my broker automatically get it?|
|They forget to say it was 12p to buy in September after the last results !! So a 15% loss for anyone who bought then thinking the company had a bright future ? Why are the directors giving in at such a measly premium ?|
|yes we have - for a totally derisory figure. Who cares if the offer price is 50% more than 12 months ago - that was a market wide reduction. To say that it was 10% more than closing business last night is all a bit pathetic? I guess ADP offered them a nice big incentive package in the new business to take them out at such a cheap price........still, small time management with small time horizons are easily bought.|
|KBC Peel Hunt (house broker) brokers note for OCR:
|website been refreshed. looks good.
|I am far from an expert on these matters but that flurry of trades was very strange.All the same amount then a buy followed by a sell immediately.But forgetting that it's been a good week as far as news.Look forward to the share price showing it a bit more.|
|Little OneClick packs heavyweight punch
|Compare this to my recent dealings with CFM and it's laughably chalk and cheese.I was beginning to believe i had missed something in the broker update when i bought them but it might be worth the wait reading these posts.|
|funny that this is so far off the radar, seems that everyone would rather put their money into nationalised banks, etc... :)|
This one says Buy for 2010.
For the calendar year, analyst Simon Strong at house broker KBC Peel Hunt is 'cautiously' leaving his forecasts intact, while agreeing that they could 'easily' be exceeded. He suggests growth in adjusted pre-tax profits to £680,000, more than doubled year-on-year, and 0.42p of earnings.
Beechinor is 'very confident' of meeting these numbers, and given the healthy new business pipeline and recent contract momentum, these forecasts should be beaten. For 2010, Strong has pencilled in 21 per cent growth in profits to £820,000 and 23 per cent growth in earnings to 0.52p.
OCR shares, which have retreated from a recent seven-year high of 11.25p to 8.38p, are currently trading on a rather punchy looking price-to-earnings ratio of just under 20 times for 2009. However, this rating is not incongruous for a small fast-growing business and for 2010 reduces to a much less demanding 16.1 times.
Similarly, while the PEG (price/earnings-to-growth) ratio of 2.5 for the current year does not look a bargain, this drops to a much more appealing 0.67 based on estimates for 2010.
Furthermore, OCR is debt-free and has £1.54 million of cash on the balance sheet. And with levels of business set to accelerate next year and the company boasting proven, profitable technology and a who's who of clients, OCR could possibly become a bid target sooner or later. Buy.|
|Looks good doesnt it. Proper company. debt free, good product, blue-chip customer list and expanding into hereto unexplored and large markets with a inspring level of success.
Looks overpriced on the face of it, but with comments like the following I guess it wont be for long...
"What is becoming apparent is that business won in North American markets is often of larger size and scope than here. 'We've done six [deals] so far in North America and the plan is ten for the year,' says Beechinor, who maintains that three of the deals signed recently were for companies with more than 2,000 employees and of a larger combined revenue than the company usually generates over a whole month in the UK."
Kind of glad I overbought these :)|
|Nice move today.Back in profit and after reading this more to come.Thanx for the post adieadie.|
|The US/Canadian market are pretty huge. I take it as a really good sign that they only released a US version recently and are starting to win orders.|
|Been sat on more than a few of these since the last broker update in September.The steady fall from 11p to 8p was mystifying based on the last update.Great to see them make a move.|
|Ive bought some, actually bought quite a lot more than I intended due to the stupid online system i use.
Am I going to regret it? :)|
This is our largest client win in North America thus far|
|Anyone home? Looking at these, they appear to be debt free, have reach profitability, are expanding their sales network internationally, and have a solution that large corps can downsize to during the slump.
What are opinions on this comp? Also, share price still looks a little over valued, would others agree?|
|Margins surge at OneClickHR
Significant advances in revenue, profitability and cash generation have
continued since our 2008 annual results. Revenue for the period was GBP3,258,000 (2008: GBP2,725,000) an increase of 20%. While sales from international markets are growing, doubling during the period, we believe the opportunity for further overseas business is substantial|
looks like a good June & July then:
In a fresh trading update, chief executive Frank Beechinor reports that sales for the first half of the year will beat comparative numbers from 2008. He adds that this success has continued into the second half, and with bigger customers than the company has historically sold to on this side of the Atlantic.
'We've got three deals coming up in July that would be more than we take in the whole month over here,' he says. 'Sage has the largest footprint over there, and we have signed three of their top 12 dealers, one of which has 1,000 customers that he just wants to convert to our technology.'
This surge into new markets is being made prudently, with Beechinor explaining, 'We're not doing a whole lot of marketing and we're not opening offices over there, so there is very little incremental cost for us and almost all these revenues will drop straight through to our bottom line.'
Further advances will also come from the June delivery of three new products into the OneClick family, with first sales already booked. These new releases are aimed at smaller organisations and are designed, says Beechinor, to 'swat away competitors that try to compete on price' and 'upsell' to legacy customers.|