First Court Hearing

 

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: [phone]   | 
| ADP Network Services)                          | 3382            | 
| Patrick Seely                                  | Tel: [phone]   | 
| Victor Garcia                                  | 3381            | 
|                                                |                 | 
+------------------------------------------------+-----------------+ 
| OneClickHR Plc                                 | Tel: [phone]   | 
| Frank Beechinor-Collins                        | 2050            | 
| Stephen Oliver                                 |                 | 
|                                                |                 | 
+------------------------------------------------+-----------------+ 
| KBC Peel Hunt (financial adviser to            | Tel: [phone]   | 
| OneClickHR)                                    | 8900            | 
| Richard Kauffer                                |                 | 
| Daniel Harris                                  |                 | 
|                                                |                 | 
+------------------------------------------------+-----------------+ 
| Hansard Group                                  | Tel: [phone]   | 
| 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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