Scheme Effective

 

TIDMOCR 
 
RNS Number : 9531G 
OneClickHR PLC 
10 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 
 
                                SCHEME EFFECTIVE 
 
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. 
 
On 5 February 2010, at the Court Sanction Hearing, the Court sanctioned the 
Scheme. 
 
On 9 February 2010, at the Reduction Court Hearing, the Court confirmed the 
capital reduction required by the Scheme. 
 
The Scheme has now become fully operative in accordance with its terms following 
delivery to the Registrar of Companies of the Reduction Court Order and the 
related statement of OneClickHR's share capital. 
 
Cancellation of admission of the OneClickHR Shares from AIM will take effect 
from 07:00 a.m. on 11 February 2010. 
 
Settlement of the consideration to which any OneClickHR Shareholder is entitled 
under the Scheme will be implemented in full in accordance with the terms of the 
Scheme and will be despatched by not later than 22 February 2010. 
 
+------------------------------------------------+-----------------+ 
| 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. 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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