OCR Oneclickhr

 

TIDMOCR 
 
RNS Number : 5574F 
OneClickHR PLC 
14 January 2010 
 

FOR IMMEDIATE RELEASE 
 
 
14 January 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 
 
 
Results of Court Meeting and General Meeting 
 
 
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. 
 
 The Court Meeting and the General Meeting were held today to consider and 
approve the Scheme of Arrangement. 
The Directors announce that, at the Court Meeting held today, a majority in 
number of Shareholders present and voting (either in person or by proxy), 
representing not less than 75 per cent. in value of the relevant Scheme Shares, 
voted in favour of the resolution to approve the Scheme of Arrangement. 
At the General Meeting, also held today, the Special Resolution put to 
OneClickHR Shareholders in order to approve the Scheme of Arrangement and amend 
the Company's Articles was passed by the requisite majority. 
 
 The full results of the votes cast at the Court Meeting was as follows:- 
 
 
Poll results for the Court Meeting 
 
+-------------+-------------+-------------+-------------+--------------+--------------+ 
|             |   Number of |  Percentage |  Percentage |    Number of |   Percentage | 
|             |      Scheme |   of Scheme |   of issued |       Scheme |    of Scheme | 
|             |      Shares |      Shares |      Scheme | shareholders | shareholders | 
|             |       voted |       voted |      Shares |       voting |       voting | 
+-------------+-------------+-------------+-------------+--------------+--------------+ 
| For         | 111,649,305 |      99.99% |      75.05% |           51 |       17.59% | 
+-------------+-------------+-------------+-------------+--------------+--------------+ 
| Against     |      12,060 |      00.01% |       0.01% |            3 |        1.03% | 
+-------------+-------------+-------------+-------------+--------------+--------------+ 
 
 
 
 
 
 
 
Results for the General Meeting 
 
At the General Meeting, the Special Resolution was passed unanimously on a show 
of hands. 
 
 
The anticipated timetable of the remaining principal events in connection with 
the Scheme of Arrangement is set out below and reproduced in the Scheme 
Document: 
 
EXPECTED TIMETABLE OF REMAINING PRINCIPAL EVENTS 
 
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 at 
  7:00 a.m. 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  22 February 2010. 
 
 
 
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 597100   | 
| Donald McGuire                                         |                     | 
|                                                        |                     | 
+--------------------------------------------------------+---------------------+ 
| Mooreland Partners LLP (financial adviser to ADP       | Tel: 0207 016 3382  | 
| Network Services)                                      | Tel: 0207 016 3381  | 
| Patrick Seely                                          |                     | 
| Victor Garcia                                          |                     | 
|                                                        |                     | 
+--------------------------------------------------------+---------------------+ 
| OneClickHR Plc                                         | Tel: 0844 770 2050  | 
| Frank Beechinor-Collins                                |                     | 
| Stephen Oliver                                         |                     | 
|                                                        |                     | 
+--------------------------------------------------------+---------------------+ 
| KBC Peel Hunt (financial adviser to OneClickHR)        | Tel: 0207 418 8900  | 
| Richard Kauffer                                        |                     | 
| Daniel Harris                                          |                     | 
|                                                        |                     | 
+--------------------------------------------------------+---------------------+ 
| Hansard Group                                          | Tel: 0207 235 1100  | 
| Adam Reynolds                                          |                     | 
+--------------------------------------------------------+---------------------+ 
 
 
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 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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