TIDMOCR
RNS Number : 1172E
OneClickHR PLC
15 December 2009
15 December 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.
RECOMMENDED CASH OFFER
FOR THE ACQUISITION OF
ONECLICKHR PLC
by
ADP NETWORK SERVICES LIMITED
to be effected by means of a
Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary:
* The board of ADP Network Services Limited and the board of OneClickHR Plc are
pleased to announce that they have reached agreement on the terms of a
recommended cash offer by ADP Network Services for the entire issued and to be
issued share capital of OneClickHR to be implemented by means of a scheme of
arrangement under Part 26 of the Act.
* ADP Network Services is an indirect wholly-owned subsidiary of Automatic Data
Processing, Inc., one of the world's largest providers of business outsourcing
solutions.
* OneClickHR Scheme Shareholders who hold Scheme Shares at the Reduction Record
Time will receive:
10.5 pence in cash for each OneClickHR Scheme Share
This represents a premium of approximately:
* 9.0 per cent. to the Closing Price of 9.6 pence per OneClickHR Share on 14
December 2009, the last Business Day prior to the Announcement Date;
* 13.1 per cent. to the average Closing Price of 9.3 pence per OneClickHR Share
for the three months ended on 14 December 2009, the last Business Day prior to
the Announcement Date;
* 21.9 per cent. to the average Closing Price of 8.6 pence per OneClickHR Share
for the six months ended on 14 December 2009, the last Business Day prior to the
Announcement Date;
* 52.6 per cent. to the average Closing Price of 6.9 pence per OneClickHR Share
for the 12 months ended on 14 December 2009, the last Business Day prior to the
Announcement Date;
* a Revenue Multiple of 2.8x OneClickHR's revenues for the year ended 31 December
2008; and
* an EBITDA Multiple of 23.2x OneClickHR's EBITDA for the year ended 31 December
2008.
* The OneClickHR Directors, who have been so advised by KBC Peel Hunt, consider
the terms of the Proposal to be fair and reasonable. In providing advice to the
OneClickHR Directors, KBC Peel Hunt has taken into account the commercial
assessments of the OneClickHR Directors. The OneClickHR Directors will
unanimously recommend that OneClickHR Shareholders vote in favour of the Scheme
Resolutions to be proposed at the Court Meeting and at the General Meeting to
give effect to the Proposal as they and their connected persons have irrevocably
undertaken to do in respect of their and their connected persons' beneficial
holdings of 24,992,154 OneClickHR Shares representing in aggregate approximately
16.8 per cent. of the existing issued ordinary share capital of OneClickHR. In
addition, the OneClickHR Directors who hold OneClickHR Options have given
irrevocable undertakings to vote in favour of the Scheme Resolutions in respect
of OneClickHR Options granted over 6,000,000 OneClickHR Shares (representing in
aggregate approximately 3.8 per cent. of the fully diluted share capital of
OneClickHR).
* In addition to the irrevocable undertakings from OneClickHR Directors referred
to above, ADP Network Services has also received irrevocable undertakings from
certain other OneClickHR Shareholders to vote their aggregate holding of
74,344,608 OneClickHR Shares (constituting 50.0 per cent. of the existing issued
ordinary share capital of OneClickHR) in favour of the Scheme. A summary of the
undertakings and the conditions on which they lapse are set out in paragraph 4
below.
* In aggregate, therefore, the Proposal is supported by OneClickHR Shareholders
holding 99,336,762 OneClickHR Shares representing approximately 66.8 per cent.
of the existing share capital of OneClickHR. With the addition of the
irrevocable undertakings given by certain OneClickHR Directors in the respect of
the OneClickHR Options referred to above, ADP Network Services has received, in
aggregate, undertakings to vote in favour of the Scheme Resolutions in respect
of approximately 66.9 per cent. of the fully diluted share capital
of OneClickHR.
* The Proposal will be subject, amongst other things, to the sanction of the Court
and the approval of the OneClickHR Shareholders. The Scheme Document, setting
out full details of the Proposal and the procedures to be followed by OneClickHR
Shareholders to approve the Scheme, together with the Forms of Proxy, will be
posted to OneClickHR Shareholders and, for information only, to participants in
the OneClickHR Option Schemes, as soon as practicable and in any event within 28
days of this Announcement, unless otherwise agreed with the Panel.
* The Proposal will be conditional upon the Scheme becoming unconditional and
becoming effective by not later than 14 March 2010 or such later date (if any)
as OneClickHR and ADP Network Services may, with the consent of the Panel, agree
and (if required) the Court may allow.
Commenting on the transaction, Frank Beechinor-Collins, Chief Executive Officer
of OneClickHR, said:
"The combination of the ADP and OneClickHR businesses is an excellent business
fit which will benefit customers and staff of OneClickHR and represents good
value for shareholders."
Commenting on the transaction, Don McGuire, Managing Director of ADP Network
Services, said:
"I am truly very excited about this transaction and look forward to welcoming
OneClickHR to the ADP family and growing the combined business in the years to
come."
This summary should be read in conjunction with the full text of the following
announcement and the Appendices. The Scheme will be subject to the conditions
set out in Appendix I to this announcement and to the further terms to be set
out in the Scheme Document. The Scheme Document is expected to be sent to
OneClickHR Scheme Shareholders on or about 22 December 2009 and the anticipated
timetable for implementation of the Scheme will be set out therein. The
anticipated date for posting of the Scheme Document is based on OneClickHR's
current expectations and may be subject to change.
If the expected dates of the Court Hearings are changed then OneClickHR will
give adequate notice of that change by issuing an announcement through a
Regulatory Information Service.
Enquiries:
+---------------------------------------------------------------------------+----------------------------+
| ADP Network Services Limited | Tel: 01932 597100 |
| Donald McGuire | |
| | |
+---------------------------------------------------------------------------+----------------------------+
| Mooreland Partners LLP (financial adviser to ADP Network Services) | Tel: 0207 016 3382 |
| Patrick Seely | Tel: 0207 016 3381 |
| Victor Garcia | |
| | |
+---------------------------------------------------------------------------+----------------------------+
| OneClickHR Plc | Tel: 0844 7702050 |
| 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 | |
+---------------------------------------------------------------------------+----------------------------+
Terms used in this summary shall have the meaning given to them in the full
announcement. All times referred to are London times unless otherwise stated.
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 will be made solely through the Scheme
Document, which will contain the full terms and conditions of the Proposal,
including details of how to vote in respect of the Proposal. Any acceptance or
other response to the Proposal should be made only on the basis of the
information in the Scheme Document. OneClickHR Shareholders are advised to read
carefully the formal documentation in relation to the Scheme once it has been
despatched.
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 ofjurisdictions 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 One ClickHR 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.
Cautionary Note Regarding Forward Looking Statements
This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of One ClickHR
and/or the ADP Group and certain plans and objectives of the board of directors
of OneClickHR, ADP and ADP Network Services with respect thereto. These
forward-looking statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements often use words
such as anticipate, target, expect, estimate, intend, plan, goal, believe, will,
may, should, would, could or other words of similar meaning. These statements
are based on assumptions and assessments made by the boards of directors of One
ClickHR, ADP or ADP Network Services, as appropriate, in the light of their
experience and their perception of historical trends, current conditions,
expected future developments and other factors they believe appropriate. By
their nature, forward-looking statements involve risk and uncertainty, and the
factors described in the context such forward-looking statements in this
announcement could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking statements.
With respect to ADP and ADP Network Services, factors that could cause actual
results to differ materially from those contemplated by the forward-looking
statements include: ADP's success in obtaining, retaining and selling additional
services to clients; the pricing of products and services; changes in laws
regulating payroll taxes, professional employer organizations and employee
benefits; overall market and economic conditions, including interest rate and
foreign currency trends; competitive conditions; auto sales and related industry
changes; employment and wage levels; changes in technology; availability of
skilled technical associates and the impact of new acquisitions and
divestitures.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein. One ClickHR, ADP and ADP Network Services assume no
obligation to update or correct the information contained in this announcement.
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, you should consult
the Takeover Panel.
In accordance with Rule 2.10 of the Takeover Code, OneClickHR confirms that as
at 14 December 2009 (the last practical date prior to this announcement) it had
148,760,142 OneClickHR Shares in issue and admitted to trading on the London
Stock Exchange's AIM market under the UK ISIN Code GB0004332085.
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.
RECOMMENDED CASH OFFER
FOR THE ACQUISITION OF
ONECLICKHR PLC
by
ADP NETWORK SERVICES LIMITED
to be effected by means of a
Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The board of ADP Network Services Limited and the board of OneClickHR Plc are
pleased to announce that they have reached agreement on the terms of a
recommended cash offer by ADP Network Services for the entire issued and to be
issued share capital of OneClickHR to be implemented by means of a scheme of
arrangement under Part 26 of the Act.
2. The Scheme
It is intended that the Proposal will be effected by way of a Court approved
scheme of arrangement under Part 26 of the Act. Under the terms of the Scheme,
which will be subject to the Conditions set out in Appendix I of this
announcement, OneClickHR Scheme Shareholders who hold Scheme Shares at the
Reduction Record Time will receive:
10.5 pence in cash for each OneClickHR Scheme Share
This represents a premium of approximately:
* 9.0 per cent. to the Closing Price of 9.6 pence per OneClickHR Share on 14
December 2009, the last Business Day prior to the Announcement Date;
* 13.1 per cent. to the average Closing Price of 9.3 pence per OneClickHR Share
for the three months ended on 14 December 2009, the last Business Day prior to
the Announcement Date;
* 21.9 per cent. to the average Closing Price of 8.6 pence per OneClickHR Share
for the six months ended on 14 December 2009, the last Business Day prior to the
Announcement Date;
* 52.6 per cent. to the average Closing Price of 6.9 pence per OneClickHR Share
for the 12 months ended on 14 December 2009, the last Business Day prior to the
Announcement Date;
* a Revenue Multiple of 2.8x OneClickHR's revenues for the year ended 31 December
2008; and
* an EBITDA Multiple of 23.2x OneClickHR's EBITDA for the year ended 31 December
2008.
3. Directors' Recommendation and Irrevocable Undertakings
The OneClickHR Directors, who have been so advised by KBC Peel Hunt, consider
the terms of the Proposal to be fair and reasonable. In providing its advice,
KBC Peel Hunt has taken into account the commercial assessments of the
OneClickHR Directors. Accordingly, the OneClickHR Directors intend unanimously
to recommend that OneClickHR Shareholders vote in favour of the Scheme
Resolutions to be proposed at the Court Meeting and at the General Meeting to
give effect to the Proposal as those OneClickHR Directors and their connected
persons with an interest in OneClickHR Shares have irrevocably undertaken to do
(or procure their connected persons to do) in respect of their and their
connected persons' beneficial holdings of 24,992,154 OneClickHR Shares and/or,
where applicable, in respect of OneClickHR Options granted over 6,000,000
OneClickHR Shares as summarised in paragraph 4 below.
4. Shareholdings and undertakings to vote in favour of the Scheme
ADP Network Services has received irrevocable undertakings to vote in favour of
the Scheme Resolutions from the OneClickHR Directors and their connected
persons, who own OneClickHR Shares in respect of their own and their connected
persons' beneficial holdings of 24,992,154 OneClickHR Shares (representing
approximately 16.8 per cent. of the existing issued ordinary share capital of
OneClickHR). In addition, the OneClickHR Directors who hold OneClickHR Options
have given irrevocable undertakings to vote in favour of the Scheme Resolutions
in respect of OneClickHR Options granted over 6,000,000 OneClickHR Shares
(representing in aggregate approximately 3.8 per cent. of the fully diluted
share capital of OneClickHR). The undertakings given are as follows:
* Lord Sheppard of Didgemere in respect of 4,500,000 OneClickHR Shares
representing approximately 3.0 per cent. of the total issued share capital of
OneClickHR.
* Frank Beechinor-Collins in respect of 100,910 OneClickHR Shares representing
less than 0.1 per cent. of the total issued share capital of OneClickHR and in
respect of OneClickHR Options over 2,000,000 OneClickHR Shares representing
approximately 1.3 per cent. of the fully diluted share capital of OneClickHR.
* The Curra Trust, being a trust established for the benefit of persons connected
to Frank Beechinor-Collins, in respect of 8,460,705 OneClickHR Shares
representing approximately 5.7 per cent. of the total issued share capital of
OneClickHR.
* Mark Loveland in respect of 3,287,879 OneClickHR Shares representing
approximately 2.2 per cent. of the total issued share capital of OneClickHR.
* Peter Sedman in respect of 8,642,660 OneClickHR Shares representing
approximately 5.8 per cent. of the total issued share capital of OneClickHR and
in respect of OneClickHR Options over 1,000,000 OneClickHR Shares representing
approximately 0.6 per cent. of the fully diluted share capital of OneClickHR.
* Stephen Oliver in respect of OneClickHR Options over 1,500,000 OneClickHR Shares
representing approximately 1.0 per cent. of the fully diluted share capital of
OneClickHR.
* Trevor Townsend in respect of OneClickHR Options over 1,500,000 OneClickHR
Shares representing approximately 1.0 per cent. of the fully diluted share
capital of OneClickHR.
All of these undertakings will continue to be binding even in the event of a
higher offer for OneClickHR being announced and cannot be withdrawn other than
in the event of the Scheme lapsing or being withdrawn or if the Scheme Effective
date has not occurred by 14 March 2010.
In addition to the irrevocable undertakings from OneClickHR Directors referred
to above, ADP Network Services has also received irrevocable undertakings from
the entities named below to vote their aggregate holding of 74,344,608
OneClickHR Shares (constituting 50.0 per cent. of the existing issued ordinary
share capital of OneClickHR) in favour of the Scheme as follows:
* Herald Investment Management Limited in respect of 38,877,862 OneClickHR
Shares representing approximately 26.1 per cent. of the total issued share
capital of OneClickHR.
* IS Partners Investment Solutions AG in respect of 31,166,746 OneClickHR Shares
representing approximately 21.0 per cent. of the total issued share capital of
OneClickHR.
* David Newton in respect of 4,300,000 OneClickHR Shares representing
approximately 2.9 per cent. of the total issued share capital of OneClickHR.
Save as set out below, these undertakings will continue to be binding even in
the event of a higher offer for OneClickHR being announced and cannot be
withdrawn other than in the event of the Scheme lapsing or being withdrawn or if
the Scheme Effective Date has not occurred by 14 March 2010.
To the extent an offer is made by a third party for the entire issued share
capital of the Company at a price per share (whether in cash or otherwise) which
on the date on which such announcement is made is at least 10 per cent. higher
than the Offer Price the undertakings given by IS Partners Investment Solutions
AG and David Newton shall lapse. To the extent a third party announces a firm
intention to make an offer for the entire issued share capital of OneClickHR,
and the value of the consideration (whether in cash or otherwise) on the date of
such announcement, in the written opinion of the financial adviser of
OneClickHR, represents an increase of more than 10 per cent. of the value of
the consideration being offered under the Proposal, the undertaking given by
Herald Investment Management Limited shall lapse.
In aggregate, therefore, ADP Network Services has received irrevocable
undertakings to vote in favour of the Scheme Resolutions in respect of
99,336,762 OneClickHR Shares, representing approximately 66.8 per cent. of the
existing issued share capital of OneClickHR. With the addition of the
irrevocable undertakings given by certain OneClickHR Directors in the respect of
the OneClickHR Options referred to above, ADP Network Services has received, in
aggregate, undertakings to vote in favour of the Scheme Resolutions in respect
of approximately 66.9 per cent. of the fully diluted share capital of
OneClickHR.
The implementation of the Scheme will require approval by a special resolution
of Shareholders to be proposed at the General Meeting. The Scheme will also
require separate approval by OneClickHR Scheme Shareholders at the Court Meeting
(at which voting will be conducted by way of a poll). The approval required at
the Court Meeting is a majority in number of those OneClickHR Scheme
Shareholders present and voting, whether in person or by proxy, representing not
less than 75 per cent. in value of the OneClickHR Scheme Shares held by such
shareholders.
The implementation of the Scheme can only take place if all the Conditions have
been satisfied or, where relevant, waived. Assuming the satisfaction or, where
relevant, waiver of the Conditions, the Scheme will become effective on the
later of the delivery to the Registrar of Companies in England and Wales by
OneClickHR of the Scheme Court Order and the registration by the Registrar of
Companies in England and Wales of the Reduction Court Order. Once the Scheme
becomes effective, it will be binding on all OneClickHR Shareholders whether or
not they voted in favour of the Scheme.
5. Reasons for the Proposal
ADP and the OneClickHR Directors expect the OneClickHR business to grow in the
years to come as part of the ADP Group by leveraging in selected markets the
capabilities built into OneClickHR's software products coupled with the support
of ADP's global footprint and significant financial strength.
ADP believes that the OneClickHR software products offer rich functionality and
are well designed to meet the human resource management needs of today's
marketplace. ADP plans to market OneClickHR's key products with ADP's industry
leading payroll administration offering in selected markets and believes that
such a combination will result in a comprehensive solution for ADP's and the
Company's existing clients, as well as any future customer prospects.
6. Background to and reasons for the recommendation of the Proposal
OneClickHR has achieved many of the objectives it established when it first
issued shares to the public on its admission to trading on AIM in 2000. In
particular, it has delivered a suite of modern software products which are sold
to a broad range of customers. However, in common with many other small
companies, the operational successes have not translated into sustained revenue
growth and consequently the scale of operations is smaller than the OneClickHR
Directors would wish.
OneClickHR has benefited from increased focus leading to improved profitability,
but the OneClickHR Board believes that it has not been possible to achieve the
requisite scale and growth to justify the Company's status as an AIM quoted
company (with the regulation and cost burden that this entails). The OneClickHR
Directors are confident that the products offered by the Company are attractive,
and believe in the potential for growth offered in international markets;
however they also recognise that the global economic outlook is currently
uncertain and unlikely to improve materially in the short term.
Whilst the OneClickHR Directors believe that there is scope for growth and
expansion, the risks associated with achieving both further growth and overseas
expansion are, for a small company, greater than in the past. The OneClickHR
Directors recognise that OneClickHR as an organisation should, with the backing
of a large organisation such as ADP, gain additional credibility and market
presence and subsequently be better placed to achieve growth.
The current share price of OneClickHR represents multiples of revenues and
earnings that are significantly ahead of market averages. The market for smaller
quoted company shares is such that even if business growth targets are achieved
and earnings grow, then there is no certainty that OneClickHR's future share
price will reflect that growth.
The Offer Price is 10.5 pence per share in cash. With the exception of only
three days, this is at a premium to the closing mid-market price that has
prevailed in the last five years. Considering the opportunities and risks faced
by the Company, and having been so advised by KBC Peel Hunt, the OneClickHR
Directors are of the opinion that the Offer provides a fair and reasonable
valuation. In particular, and against the background of the illiquid nature of
the market in the trading of OneClickHR Shares, the Offer gives OneClickHR
Shareholders the certainty of receiving a definitive price in cash, free of any
dealing costs.
Taking all of the above factors into account, the OneClickHR Directors believe
that the Offer is in the best interests of OneClickHR Shareholders and therefore
intend unanimously to recommend that OneClickHR Shareholders vote in favour of
the Proposal.
7. Information relating to the OneClickHR Group
OneClickHR is an HR solutions provider offering HR software, training services
and outsourced HR solutions. OneClickHR markets its products and services under
the Vizual brand name and via the OneClickHR.com website. The business was
established in 1996 and admitted to trading on AIM (part of the London Stock
Exchange) in 2000.
With over 170 staff and offices in Beckenham, Weston-Super-Mare and Chennai,
India, the OneClickHR Group provides products aimed at reducing the traditional
administration associated with HR processes.
8. Current Trading and Prospects of the OneClickHR Group
The business has continued to perform well continuing with the positive momentum
previously reported by OneClickHR in the first half of the financial year.
Revenue for the 6 month period ended 30 June 2009 was GBP3,258,000 (2008:
GBP2,725,000) an increase of 20 per cent. Sales from international markets
remain encouraging, and the OneClickHR Directors believe the opportunity for
further overseas business remains significant. Since OneClickHR announced its
first customer contract in North America, sales momentum has remained positive
with continuing sales in North America since the announcement of OneClickHR's
half yearly results on 3 September 2009.
However, the uncertain economic environment in the UK continues with IT budgets
remaining under pressure, and the OneClickHR Directors therefore view the future
with measured confidence. OneClickHR's approach of providing the highest levels
of functionality combined with innovative technology will, it hopes, enable it
to maintain a competitive advantage in its market and win new business.
The combination of new client wins and 'follow-on' consulting business from
existing customers means that the size and diversity of OneClickHR's customer
base is increasing. The OneClickHR Directors believe that this should help
mitigate the risks posed by the unsettled economic environment.
9. Information relating to the ADP Group
ADP Network Services is a private limited company incorporated in England and
has traded since its incorporation in 1967. ADP Network Services is an indirect,
wholly-owned subsidiary of ADP.
ADP, incorporated in Delaware in 1961 and based in Roseland, NJ, United States
of America, is one of the world's largest providers of business outsourcing
solutions. Leveraging 60 years of experience, ADP offers a wide range of human
resource (HR), payroll, tax and benefits administration solutions from a single
source. ADP's easy-to-use, cost-effective solutions for employers provide
superior value to companies of all types and sizes. ADP is also a leading
provider of integrated computing solutions to automotive, heavy truck,
motorcycle, marine, recreational vehicle and heavy machinery dealers throughout
the world.
For the fiscal year ended 30 June 2009, ADP had revenues of $8.9 billion. ADP is
listed on the NASDAQ Global Select Market and on the Chicago Stock Exchange, and
had a market capitalisation of approximately $21.6 billion as at 11 December
2009 (being the latest reasonably practicable date prior to posting of this
announcement).
10. Directors and Employees and the effect of the Scheme on their interests
ADP Network Services has advised the OneClickHR Directors that the Board of ADP
Network Services recognises the importance of the skills and expertise of the
existing employees of OneClickHR and believes that opportunities for them will
be enhanced in the event that the Scheme becomes effective. ADP Network
Services' business is largely payroll focused and as such it expects that the
extensive HR knowledge and expertise of the OneClickHR employees will be highly
complimentary.
ADP Network Services has given assurances that, following the Scheme becoming
effective, the existing employment rights, including accrued pension rights, of
OneClickHR's employees will be fully safeguarded and its plans for OneClickHR do
not include any material changes in the conditions of employment of OneClickHR
employees.
The OneClickHR Directors have agreed to resign from the Board of OneClickHR on
the Scheme Effective Date, however, those OneClickHR Directors who currently
have executive responsibilities will continue as employees of OneClickHR
following the Scheme Effective Date.
ADP Network Services does not intend to redeploy the fixed assets of OneClickHR
and there are currently no proposed changes to the location of the places of
business of OneClickHR.
11. Effect of the Proposal on the OneClickHR Option Schemes
OneClickHR Optionholders will be sent further details in due course pursuant to
Rule 15 of the Takeover Code regarding the impact of the Scheme on their
outstanding options under the OneClickHR Option Schemes and the actions that
they can take.
12. Financing
The Cash Consideration will be funded from existing cash balances available to
ADP Network Services.
Mooreland Partners, financial adviser to the ADP Group, has confirmed that it is
satisfied that sufficient resources are available to ADP Network Services to
satisfy the full Cash Consideration payable to OneClickHR Scheme Shareholders
under the terms of the Scheme.
13. Scheme of Arrangement
It is intended that the Scheme will be effected by means of a Court approved
scheme of arrangement between OneClickHR and the OneClickHR Scheme Shareholders
under Part 26 of the Act (ADP Network Services reserves, subject to the consent
of the Takeover Panel, the right to elect to effect the acquisition of
OneClickHR by way of an Offer). The purpose of the Scheme is to enable ADP
Network Services, or one of its wholly owned subsidiaries, to become the owner
of the entire issued share capital of OneClickHR. The procedure involves an
application by OneClickHR to the Court to sanction the Scheme and to confirm the
reduction and cancellation of the Scheme Shares, in consideration for which the
OneClickHR Scheme Shareholders will receive the Cash Consideration. Under the
Scheme each Scheme Share will be cancelled and New OneClickHR Shares will be
issued fully paid to ADP Network Services or such wholly owned subsidiary of ADP
Network Services as it may designate. The reserve arising from such cancellation
of Scheme Shares will be applied in paying up in full such New OneClickHR
Shares.
To become effective the Scheme requires, amongst other things, the approval of a
majority in number of the OneClickHR Scheme Shareholders present and voting at
the Court Meeting, either in person or by proxy, representing not less than 75
per cent. in value of the Scheme Shares held by such OneClickHR Scheme
Shareholders.
Implementation of the Scheme will also require the passing of the Special
Resolutions at the General Meeting. The Special Resolutions will require the
approval of OneClickHR Scheme Shareholders representing at least 75 per cent. of
the votes cast at the General Meeting.
Following the Meetings, the Scheme will only become effective following sanction
by the Court of the Scheme and confirmation by the Court of the Capital
Reduction and delivery of the Court Orders to and, in the case of the Capital
Reduction, registration of the Court Order by, the Registrar of Companies.
Upon the Scheme becoming effective, it will be binding on all OneClickHR Scheme
Shareholders, irrespective of whether or not they attended or voted at the Court
Meeting or the General Meeting.
Further details of the Scheme will be contained in the Scheme Document.
The implementation of the Scheme is further subject to the satisfaction or
waiver of all the Conditions, which are set out in Appendix I to this
announcement.
14. Implementation Agreement and Break Fee
On 14 December 2009, OneClickHR and ADP Network Services entered into the
Implementation Agreement, pursuant to which each of them has undertaken (subject
to and taking into account the statutory and fiduciary duties of their
respective directors), amongst other things, to take or consent to be taken all
such steps as are within its power and are necessary and reasonable to implement
the Proposal and to achieve satisfaction of the Conditions to the Proposal as
set out in Appendix I of this announcement as soon as reasonably practicable,
and to co-operate together in the publication of all documents and the taking of
all necessary steps in order to give effect to the Scheme. Pursuant to the
Implementation Agreement OneClickHR has undertaken to conduct its business in
accordance with an agreed set of principles and not materially alter the nature
or scope of its business or take any action which would be reasonably likely to
materially delay or prejudice the Proposal. The Implementation Agreement also
contains details of a break fee, as an inducement to ADP Network Services
proceeding with the Proposal. Under the agreement, OneClickHR has agreed to pay
ADP Network Services a break fee of one per cent. of the gross value of the
Proposal if certain specified circumstances occur including, but not limited to,
withdrawal or adverse modification or qualification by OneClickHR of the
recommendation of the Proposal once it has already been recommended; completion
of a competing proposal; and failure of the Proposal to become effective as a
result of breach by OneClickHR of the terms of the Implementation Agreement.
Nothing in the Implementation Agreement obliges OneClickHR to pay any amount
which the Panel determines would not be permitted by Rule 21.2 of the Takeover
Code.
15. Disclosure of interests in OneClickHR
As at close of business on 14 December 2009, neither ADP Network Services, ADP,
nor any of the ADP Directors, any of the ADP Network Services Directors, nor any
persons connected with such directors, owned or controlled or was interested in,
directly or indirectly, nor had any right to subscribe for, or any short
position in relation to, nor borrowed or lent, any relevant securities of
OneClickHR nor had any such person dealt in any relevant securities of
OneClickHR during the disclosure period.
16. De-Listing
The London Stock Exchange will be requested to cancel the trading in OneClickHR
Shares on AIM with effect from 7.00 a.m. on the Scheme Effective Date. The last
day of dealings in OneClickHR Shares on AIM is currently expected to be 4
February 2010 and no transfers of OneClickHR Shares will be registered after
6.00 p.m. on that date. On the Scheme Effective Date, share certificates in
respect of OneClickHR Shares will cease to be valid and should, if so requested
by the London Stock Exchange, be sent to OneClickHR. In addition, entitlements
to OneClickHR Shares held within the CREST system will be cancelled on the
Scheme Effective Date.
17. Anticipated Timetable
OneClickHR anticipates that it will despatch the Scheme Document to OneClickHR
Shareholders and, for information only, to holders of options granted under the
OneClickHR Option Schemes within the next 28 days (or such later date as may be
agreed with the Panel); that the Court Meeting and the General Meeting will take
place during January 2010; and subject to the Scheme becoming unconditional and
effective in accordance with its terms, the Scheme Effective Date will occur in
February 2010. The timing of events which relate to the implementation of the
Scheme is, however, subject to the approval of the Court and is therefore
subject to change. A full anticipated timetable will be set out in the Scheme
Document.
If the Proposal does not become effective by 14 March 2010, the Proposal will
lapse.
18. Overseas Shareholders
The distribution of this announcement in jurisdictions other than the United
Kingdom may be restricted by law. Persons who are not resident in the United
Kingdom should inform themselves about and observe any applicable requirements.
It is the responsibility of each of the overseas OneClickHR Shareholder to
satisfy itself as to the full observance of the laws of the relevant
jurisdiction in connection therewith, including the obtaining of any
governmental exchange control or other consents which may be required or the
compliance with other necessary formalities which are required to be observed
and the payment of any issue, transfer or other taxes due in such jurisdiction.
19. General
The Scheme will be subject to the Conditions and to the further terms set out in
this announcement and the Scheme Document. The Scheme Document will include full
details of the Scheme, together with notices of the OneClickHR Court Meeting and
the OneClickHR General Meeting.
In deciding whether or not to vote in favour of the Scheme, OneClickHR Scheme
Shareholders should rely on the information contained in, and follow the
procedures described in, the Scheme Document and accompanying Forms of Proxy.
The Scheme will be governed by the laws of England and Wales and be subject to
the applicable requirements of the Takeover Code, the Takeover Panel and the
London Stock Exchange.
The implications of the Scheme for persons not resident in the UK may be
affected by the laws of the relevant jurisdiction. 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 is available in "read-only" format and can be printed from the
OneClickHR website: http://www.oneclickhrplc.com/. OneClickHR will provide
within two business days, without charge, to each person to whom a copy of this
announcement has been delivered, upon such person's written or verbal request, a
hard copy of this announcement. Hard copies of this announcement will not be
provided unless such a request is made. Requests for hard copies of any such
document should be directed to the Company Secretary of OneClickHR by
telephoning 0844 770 0250 during normal business hours on any Business Day prior
to the Scheme Effective Date.
+-------------------+--------+--------+
| If so requested by ADP |
| Network Services, |
| OneClickHR will under |
| the Takeover Code, be |
| obliged to provide ADP |
| Network Services with |
| details of addresses, |
| electronic addresses and |
| other information |
| provided to OneClickHR |
| by OneClickHR |
| Shareholders and other |
| persons for the receipt |
| of documents, |
| announcements and other |
| information from |
| OneClickHR and details |
| of elections made by |
| OneClickHR Shareholders |
| and other persons to |
| receive communications |
| from OneClickHR in hard |
| copy form. |
| Enquiries: |
| ADP Network Services |
| Limited |
+-------------------------------------+
| Donald | Tel: 01932 597 |
| McGuire | 100 |
+-------------------+-----------------+
| |
+-------------------------------------+
| Mooreland Partners LLP |
| (financial adviser to |
| ADP Network Services) |
+-------------------------------------+
| Patrick | Tel: 0207 016 |
| Seely | 3382 |
+-------------------+-----------------+
| Victor | Tel: 0207 016 |
| Garcia | 3381 |
+-------------------+-----------------+
| | | |
+-------------------+--------+--------+
| OneClickHR | | |
| Plc | | |
+-------------------+--------+--------+
| Frank | Tel: 0844 770 |
| Beechinor-Collins | 2050 |
+-------------------+-----------------+
| Stephen | | |
| Oliver | | |
+-------------------+--------+--------+
| | | |
+-------------------+--------+--------+
| KBC | | |
| Peel | | |
| Hunt | | |
| (financial | | |
| adviser to | | |
| OneClickHR) | | |
+-------------------+--------+--------+
| Richard | Tel: 0207 418 |
| Kauffer | 8900 |
+-------------------+-----------------+
| Daniel | | |
| Harris | | |
+-------------------+--------+--------+
Terms used in this summary shall have the meaning given to them in the full
announcement. All times referred to are London times unless otherwise stated.
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 will be made solely through the Scheme
Document, which will contain the full terms and conditions of the Proposal,
including details of how to vote in respect of the Proposal. Any acceptance or
other response to the Proposal should be made only on the basis of the
information in the Scheme Document. OneClickHR Shareholders are advised to read
carefully the formal documentation in relation to the Scheme once it has been
despatched.
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 ofjurisdictions 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 One ClickHR 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.
Cautionary Note Regarding Forward Looking Statements
This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of One ClickHR
and/or the ADP Group and certain plans and objectives of the board of directors
of OneClickHR, ADP and ADP Network Services with respect thereto. These
forward-looking statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements often use words
such as anticipate, target, expect, estimate, intend, plan, goal, believe, will,
may, should, would, could or other words of similar meaning. These statements
are based on assumptions and assessments made by the boards of directors of One
ClickHR, ADP or ADP Network Services, as appropriate, in the light of their
experience and their perception of historical trends, current conditions,
expected future developments and other factors they believe appropriate. By
their nature, forward-looking statements involve risk and uncertainty, and the
factors described in the context of such forward-looking statements in this
announcement could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking statements.
With respect to ADP and ADP Network Services, factors that could cause actual
results to differ materially from those contemplated by the forward-looking
statements include: ADP's success in obtaining, retaining and selling additional
services to clients; the pricing of products and services; changes in laws
regulating payroll taxes, professional employer organizations and employee
benefits; overall market and economic conditions, including interest rate and
foreign currency trends; competitive conditions; auto sales and related industry
changes; employment and wage levels; changes in technology; availability of
skilled technical associates and the impact of new acquisitions and
divestitures.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein. One ClickHR, ADP and ADP Network Services assume no
obligation to update or correct the information contained in this announcement.
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, you should consult
the Takeover Panel.
In accordance with Rule 2.10 of the Takeover Code, OneClickHR confirms that as
at 14 December (the last practical date prior to this announcement) it had
148,760,142 OneClickHR Shares in issue and admitted to trading on the London
Stock Exchange's AIM market under the UK ISIN Code GB0004332085.
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.
APPENDIX I:
Conditions to the Proposal and Implementation of the Scheme
1.The Acquisition will, if it is implemented by way of the Scheme, be
conditional upon the Scheme becoming unconditional and becoming effective by not
later than 14 March 2010 or such later date (if any) as OneClickHR and ADP
Network Services may, with the consent of the Panel, agree and (if required) the
Court may allow.
2. The Scheme will also be conditional upon:
(a) approval of the Scheme by a majority in number of OneClickHR Scheme
Shareholders who vote representing 75 per cent. or more in nominal value of the
Scheme Shares present and voting, either in person or by proxy, at the Court
Meeting and at any separate class meeting which may be required by the Court or
at any adjournment of that Court Meeting; and
(b) the resolution required to approve and implement the Scheme as set out in
the notice of General Meeting in the Scheme Document being duly passed by the
requisite majority at the OneClickHR General Meeting or at any adjournment
thereof; and
(c) the sanction with or without modification (but subject to any such
modification being on terms acceptable to OneClickHR and ADP Network Services)
of the Scheme and the confirmation of the Capital Reduction by the Court and the
delivery of an office copy of each of the Court Orders and the statement of
capital confirming such reduction of capital to the Registrar of Companies in
England and Wales and the registration, in relation to the Court Order
confirming the Capital Reduction, of such Court Order by him.
3. OneClickHR and ADP Network Services have agreed that, subject as stated in
condition 4 below, the Scheme will be conditional upon the following matters
and, accordingly, the necessary actions to make the proposed acquisition of
OneClickHR by ADP Network Services effective will only be taken upon the
following Conditions (as amended if appropriate) having been satisfied or
waived:
(a) no government or governmental, quasi-governmental, supranational,
statutory or regulatory body or association, institution or agency (including
any trade agency) or any court or other body (including any professional or
environmental body) or person in any relevant jurisdiction (each a "Relevant
Authority") having given written notice of a decision to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry
or reference or enacted, made or announced a decision to make any statute,
regulation or order that would or would be reasonably expected to:
(i)make the Scheme or its implementation void, unenforceable or illegal under
the laws of any relevant jurisdiction or directly or indirectly prohibit or
otherwise restrict, prevent or frustrate or otherwise delay or interfere with
the implementation of, or impose additional conditions or obligations with
respect to, or otherwise challenge or interfere with the Scheme;
(ii) require, prevent or materially delay the divestiture (or alter the terms of
any proposed divestiture) by any member of the ADP Group or by any member of the
Wider OneClickHR Group of all or any part of their respective businesses, assets
or properties or of any OneClickHR Shares or other securities in OneClickHR or
impose any material limitation on their ability to conduct all or any part of
their respective businesses and to own or control any of their respective
material assets or properties which, in any such case, is material in the
context of the Wider OneClickHR Group taken as a whole or the ADP Group taken as
a whole as the case may be;
(iii) impose any limitation on, or result in any material delay in, the
ability of any member of the ADP Group to acquire or hold or to exercise
effectively, directly or indirectly, all or any rights of ownership of shares or
other securities (or the equivalent) in, or to exercise voting or management
control over, any member of the Wider OneClickHR Group or on the ability of any
member of the Wider OneClickHR Group to hold or exercise effectively, directly
or indirectly, all or any rights of ownership of shares or other securities (or
the equivalent) in, or to exercise management control over, any other
member of the Wider OneClickHR Group which, in any such case, is material in
the context of the Wider OneClickHR Group taken as a whole;
(iv) require any member of the Wider ADP Group or of the Wider OneClickHR Group
to acquire or offer to acquire any shares or other securities (or the
equivalent) in any member of the Wider OneClickHR Group or any asset owned by
any third party (other than in the implementation of the Scheme) which, in any
such case, is material in the context of the Wider OneClickHR Group taken as a
whole; or
(v) impose any limitation on the ability of any member of the Wider OneClickHR
Group to conduct or integrate or co-ordinate its business, or any part of it,
with the businesses or any part of the businesses of any other member of the
Wider OneClickHR Group which, in any such case, is material in the context of
the Wider OneClickHR Group taken as a whole,
and all applicable waiting and other time periods during which any such Relevant
Authority could institute, implement or threaten any such action, proceeding,
suit, investigation, enquiry or reference or otherwise intervene under the laws
of any jurisdiction in respect of the Acquisition having expired, lapsed or been
terminated;
(b) (i) all necessary notifications, filings or applications which are the
responsibility of OneClickHR (excluding competition or antitrust notifications,
filings or applications) having been made in connection with the Scheme;
(ii)excluding competition or antitrust obligations or periods, all necessary
statutory or regulatory obligations in any jurisdiction in respect of the
Proposal having been complied with and all applicable waiting and other time
periods (including any extensions thereof) under any applicable legislation or
regulation of any relevant jurisdiction having expired, lapsed or been
terminated in each case in respect of the Scheme;
(iii)all authorisations, orders, grants, recognitions, confirmations, licences,
consents, clearances, permissions and approvals (together "Authorisations")
reasonably necessary for the implementation of the Scheme having been obtained
on terms and in a form reasonably satisfactory to ADP Network Services (where
failure to obtain would have a material adverse effect on the Wider OneClickHR
Group taken as a whole, or the ability of ADP Network Services to implement the
Scheme) from appropriate Relevant Authorities or from any persons or bodies with
whom any member of the Wider ADP Group or the Wider OneClickHR Group has entered
into contractual arrangements; and
(iv) such Authorisations together with all material Authorisations necessary for
any member of the Wider OneClickHR Group to carry on its business remaining in
full force and effect at the time the Scheme becomes effective and no intimation
of any intention to revoke, suspend, restrict or modify or not to renew any of
the same having been made at the time at which the Scheme becomes effective in
each case where such business is material in the context of the Wider OneClickHR
Group and the absence of such Authorisations would have a material adverse
effect on the Wider OneClickHR Group.
(c) except as Disclosed, there being no provision of any material agreement
(other than the Implementation Agreement), arrangement, licence, permit or other
instrument to which any member of the Wider OneClickHR Group is a party or by or
to which any such member or any of its assets is or may be bound, entitled or
subject which, as a result of the making or implementation of the Scheme, would
or might reasonably be expected to result in, to an extent which is material and
adverse in the context of the Wider OneClickHR Group taken as a whole:
(i) any monies borrowed by or any other indebtedness (actual or contingent)
of or grant available to any such member of the Wider OneClickHR Group becoming
repayable or capable of being declared repayable immediately or earlier than the
stated repayment date or the ability of such member to borrow monies or incur
any indebtedness being withdrawn or inhibited or becoming capable of being
withdrawn or inhibited or otherwise adversely affected;
(ii) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
such member of the Wider OneClickHR Group or any such security interest
(whenever arising or having arisen) becoming enforceable;
(iii) any material assets or interest of, or any material asset the use of which
is enjoyed by, any such member of the Wider OneClickHR Group being or falling to
be disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged or could cease to be
available to any member of the Wider OneClickHR Group;
(iv)any arrangement, agreement, licence, permit, franchise or other instrument,
or any right, interest, liability or obligation of any member of the Wider
OneClickHR Group under any such arrangement, agreement, licence, permit,
franchise or other instrument being terminated or adversely modified or affected
or any onerous obligation or liability arising or adverse action being taken or
arising under any such arrangement, agreement, licence, permit, franchise or
other instrument;
(v) the interest or business of any such member of the Wider OneClickHR Group in
or with any other person, firm or company (or any agreements or arrangements
relating to such interest or business) being terminated or adversely affected;
(vi) any such member of the Wider OneClickHR Group ceasing to be able to carry
on business under any name under which it presently does so; or
(vii) any liability of any member of the Wider OneClickHR Group to make any
severance, termination, bonus or other payment to any of the directors or the
officers of the Wider OneClickHR Group,
and no event having occurred which, under any provision of any agreement (other
than the Implementation Agreement), arrangement, licence, permit or other
instrument to which any member of the Wider OneClickHR Group is a party or by or
to which any such member or any of its assets may be bound, entitled or be
subject, could reasonably be expected to result in any of the events or
circumstances as are referred to in subparagraphs (i) to (vii) of this condition
(c);
(d) except as Disclosed or save as contemplated by the Implementation Agreement
or in connection with the Scheme or the Capital Reduction or in connection with
the proposed Offer to be made to the OneClickHR Optionholders in connection with
the Schemes, no member of the Wider OneClickHR Group having since the Relevant
Date:
(i) issued or agreed to issue or authorised or proposed the issue of additional
shares of any class, or securities convertible into, or rights warrants or
options to subscribe for or acquire any such shares or convertible securities
(save as between OneClickHR and other members of the Wider OneClickHR Group);
(ii)recommended, declared, paid or made any bonus, dividend or other
distribution, whether payable in cash or otherwise, other than a distribution by
any wholly-owned subsidiary of OneClickHR;
(iii) save for intra-OneClickHR Group transactions and other than in the
ordinary course of business, implemented or authorised any merger or demerger or
acquired or disposed of or transferred, mortgaged or charged, or created any
other security interest over, any asset or any right, title or interest in any
asset or authorised or announced its intention to propose the same;
(iv) implemented or authorised any reconstruction, amalgamation, scheme or
other transaction or arrangement which is, in any case, material in the context
of the Wider OneClickHR Group taken as a whole;
(v) save as between OneClickHR and wholly-owned subsidiaries of
OneClickHR, purchased redeemed or repaid any of its own shares or other
securities or reduced or, save in respect of the matters referred to in
sub-paragraph (i) above, made or authorised any other change in its share
capital;
(vi)save for intra-OneClickHR Group transactions made or authorised any change
in its loan capital or issued or authorised the issue of any debentures or other
than in the ordinary course of business incurred or increased any indebtedness
or liability (actual or contingent) which is material in the context of the
Wider OneClickHR Group taken as a whole;
(vii) entered into, varied or terminated, or authorised the entry into,
variation or termination of, any material contract, transaction, commitment or
arrangement (whether in respect of capital expenditure or otherwise), otherwise
than in the ordinary course of business, which is of a long term, onerous or
unusual nature or magnitude or which involves an obligation of a nature or
magnitude which is, in any such case, material in the context of the Wider
OneClickHR Group taken as a whole;
(viii) entered into or varied the terms of or made any offer (which remains open
for acceptance) to enter into or vary the terms of any service contract or other
agreement with (1) any director or (2) any senior executive of OneClickHR whose
basic salary exceeds GBP75,000 per annum;
(ix)save as between OneClickHR and wholly-owned subsidiaries of
OneClickHR, implemented or authorised the entry into of any contract, commitment
or arrangement which would be materially restrictive on the business of the
Wider OneClickHR Group other than to a nature and extent which is normal in the
context of the business concerned;
(x) been unable, or admitted in writing that it is unable, to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(xi) taken any corporate action or had any steps taken or legal proceedings
started or threatened against it or petition presented or order made for its
winding-up (voluntary or otherwise), dissolution or reorganisation (or for any
analogous proceedings or steps in any jurisdiction) or for the appointment of a
receiver, manager, administrator, administrative receiver, trustee, provisional
liquidator, liquidator or similar officer (or for the appointment of any
analogous person in any jurisdiction) of all or any of its assets and revenues;
(xii)save as between OneClickHR and wholly-owned subsidiaries of OneClickHR,
waived, compromised or settled any claim which is material in the context of the
Wider OneClickHR Group taken as a whole;
(xiii) entered into or varied the terms of any service agreement or arrangement
with any director or senior executive of OneClickHR or any other undertaking
which forms a part of the Wider OneClickHR Group;
(xiv) made or agreed or consented to (other than in connection with the Scheme)
any alteration to its memorandum or articles of association or other
incorporation documents which is material in the context of the Wider OneClickHR
Group taken as a whole; or
(xv) entered into any contract, commitment or arrangement (other than in the
ordinary course of business) or passed any resolution or made any offer (which
remains open for acceptance and which is capable of being converted into an
agreement unilaterally by the recipient) with respect to, or proposed or
announced any intention to effect or propose, any of the transactions, matters
or events referred to in this condition;
(e) except as Disclosed, since the Relevant Date:
(i) no adverse change having occurred in the business, assets, liabilities,
financial or trading position or profits of any member of the Wider OneClickHR
Group which is material in the context of the Wider OneClickHR Group taken as a
whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced, instituted or remaining
outstanding against or in respect of any member of the Wider OneClickHR Group or
to which any member of the Wider OneClickHR Group is or may become a party
(whether as plaintiff or defendant or otherwise) and no enquiry or investigation
by or complaint or reference to any Relevant Authority or other investigative
body against or in respect of any member of the Wider OneClickHR Group having
been threatened, announced, implemented or instituted, or remaining outstanding
by, against or in respect of any member of the Wider OneClickHR Group which, in
any such case, would or would reasonably be expected to materially adversely
affect the Wider OneClickHR Group taken as a whole; and
(iii) no steps having been taken and no omissions having been made which are
likely to result in the withdrawal, cancellation, termination or modification of
any licence held by any member of the Wider OneClickHR Group, which is necessary
for the proper carrying on of its business and the withdrawal, cancellation,
termination or modification of which is material in the context of the Wider
OneClickHR Group taken as a whole;
(f) ADP Network Services not having discovered:
(i) save as Disclosed that any financial, business or other information
concerning any member of the Wider OneClickHR Group and which is material in the
context of the Wider OneClickHR Group taken as a whole publicly disclosed at any
time by any member of the Wider OneClickHR Group is materially misleading,
contains a misrepresentation of fact or omits to state a fact necessary to make
the information contained therein not materially misleading in the context of
the Wider OneClickHR Group, taken as a whole and which was not corrected by a
subsequent announcement to a Regulatory Information Service by or on behalf of
any member of the OneClickHR Group; or
(ii) save as Disclosed that any member of the Wider OneClickHR Group is subject
to any liability, contingent or otherwise which is material in the context of
the Wider OneClickHR Group taken as a whole.
4. Subject to the requirements of the Panel, ADP Network Services reserves the
right to waive all or any of conditions 3(a) to (f) inclusive, in whole or in
part. ADP Network Services shall be under no obligation to waive or treat as
fulfilled any of conditions 3(a) to (f) inclusive by a date earlier than the
date of the sanction of the Scheme referred to in condition 2(c) above
notwithstanding that the other conditions of the Scheme may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment.
5. If ADP Network Services is required by the Takeover Panel to make an offer
for any OneClickHR Shares under Rule 9 of the Takeover Code, ADP Network
Services may make such alterations to the above conditions as are necessary to
comply with that Rule.
6. ADP Network Services reserves the right, subject to the consent of the
Takeover Panel to elect to implement the Acquisition by way of an Offer. In such
event, such Offer will be implemented on the same terms (subject to appropriate
amendments, including (without limitation) an acceptance condition set at 90 per
cent. (or such lesser percentage (subject to compliance with the Takeover Code)
as ADP may decide) of the shares to which such offer relates), so far as
applicable, as those which would apply to the Scheme.
7.For the purpose of these conditions:
"Disclosed" means as disclosed in:
(a) any of the documents, papers or information contained in the Online Data
Room as at 11.59 pm on 14 December 2009;
(b) any public announcement by OneClickHR to a Regulatory Information Service on
or before 11.59 pm on 14 December 2009;
(c) the report and accounts of OneClickHR for the 52 week period ended on 31
December 2008;
(d) the interim results of OneClickHR for the six months ended 30 June 2009; or
(e) otherwise fairly disclosed to ADP Network Services in writing;
"Information Recipient" means any of:
* ADP or ADP Network Services;
* any member of the ADP Group;
* the ADP Directors or the ADP Network Services Directors; or
* any professional adviser engaged by any of the persons failing within paragraphs
(a) to (c) above;
"Implementation Agreement" means the implementation agreement dated 14 December
2009 as summarised in paragraph 14 of this announcement;
"Online Data Room" means the online data room made available to the Information
Recipients in respect of the Proposal;
"Wider ADP Group" means ADP and its subsidiary undertakings, associated
undertakings and any other undertakings in which ADP and such undertakings
(aggregating their interests) have a majority interest; and
for these purposes subsidiary undertaking, associated undertaking and
undertaking have the meanings given by the Act and substantial interest means a
direct or indirect interest in 20 per cent. or more of the equity capital (as
defined in the Act) of an undertaking.
APPENDIX II:
Bases and Sources of Information
1. Unless otherwise stated:
* financial information relating to OneClickHR has been provided by the OneClickHR
Directors; and
* financial information relating to the ADP Group has been provided by the ADP
Directors.
2. The value of the diluted share capital of OneClickHR is based on:
* 148,760,142 OneClickHR Shares in issue; and
* 8,711,000 OneClickHR Shares required to satisfy outstanding OneClickHR Options
which have been granted with an exercise price of less than the Offer Price,
in each case as at 14 December 2009, the last practicable date prior to the
printing of this announcement.
3. The closing middle market prices of OneClickHR Shares are derived from the
Daily Official List for the relevant dates.
APPENDIX III:
Definitions
In this announcement, unless inconsistent with the subject or context, the
following expressions bear the following meanings:
+-------------------------------------------------------+----------------------------------------------------------------+
| "GBP" | pounds sterling, the lawful currency of the UK |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Acquisition" | the proposed acquisition of OneClickHR by ADP Network |
| | Services, and for the avoidance of doubt includes an |
| | acquisition of the OneClickHR Shares implemented by way of the |
| | Scheme, or by way of an Offer |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Act" | the Companies Act 2006 |
+-------------------------------------------------------+----------------------------------------------------------------+
| "ADP" | Automatic Data Processing, Inc. |
+-------------------------------------------------------+----------------------------------------------------------------+
| "ADP Network Services" | ADP Network Services Limited |
+-------------------------------------------------------+----------------------------------------------------------------+
| "ADP Network Services Directors" | the current directors of ADP Network Services and "ADP Network |
| or "ADP Network Services Board" | Services Director" means any one of them |
| or "Board of ADP Network Services" | |
+-------------------------------------------------------+----------------------------------------------------------------+
| "ADP Directors" or | the current directors of ADP and "ADP Director" means any one |
| "ADP Board" or | of them |
| "Board of ADP" | |
+-------------------------------------------------------+----------------------------------------------------------------+
| "ADP Group" | ADP and its subsidiary undertakings |
+-------------------------------------------------------+----------------------------------------------------------------+
| "AIM" | the AIM market operated by the London Stock Exchange |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Announcement Date" | the date of this announcement |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Approved Scheme" | the OneClickHR 2000 Inland Revenue Approved Executive Share |
| | Option Scheme |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Business Day" | a day, other than a Saturday or Sunday or public holiday or |
| | bank holiday, on which clearing banks are generally open for |
| | normal business in the City of London |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Capital Reduction" | the reduction of the share capital of OneClickHR pursuant to |
| | Part 17 of the Act to be effected by the cancellation of the |
| | Scheme Shares as provided for by the Scheme |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Cash Consideration" | the consideration for each OneClickHR Scheme Share which is |
| | payable in cash on the basis set out in paragraph 2 of this |
| | Announcement |
+-------------------------------------------------------+----------------------------------------------------------------+
| "certificated form" or | represented by a physical share certificate or not in |
| "in certificated form" | uncertificated form (that is, not in CREST) |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Closing Price" | the closing middle market quotation of a OneClickHR Share as |
| | derived from the Daily Official List on any particular day |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Conditions" | the conditions to the implementation of the Scheme and the |
| | Proposal set out in Appendix I of this announcement and |
| | "Condition" means any one of them |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Court" | the High Court of Justice in England and Wales |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Court Hearings" | the Court Sanction Hearing and Reduction Court Hearing |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Court Meeting" or | the meeting of OneClickHR Scheme Shareholders to |
+-------------------------------------------------------+----------------------------------------------------------------+
| "OneClickHR Court Meeting" | be convened by an order of the Court pursuant to Part 26 of |
| | the Act for the purpose of considering and, if thought fit, |
| | sanctioning the Scheme (with or without modification) and any |
| | adjournment thereof, of which notice is set out in this |
| | announcement |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Court Orders" | the Reduction Court Order and/or the Scheme Court Order as the |
| | case may be |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Court Sanction Hearing" | the hearing by the Court of the petition to sanction the |
| | Scheme under Section 896 of the Act |
+-------------------------------------------------------+----------------------------------------------------------------+
| "CREST" | the relevant system (as defined in the Regulations) in respect |
| | of which Euroclear is the Operator (as defined in the |
| | Regulations) |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Daily Official List" | the daily official list of the London Stock Exchange |
+-------------------------------------------------------+----------------------------------------------------------------+
| "De-Listing" | the proposed cancellation of admission of the OneClickHR |
| | Shares to trading on AIM |
+-------------------------------------------------------+----------------------------------------------------------------+
| "EBITDA" | earnings before interest, taxation, depreciation, |
| | amortisation, share-based payments and non-recurring items |
+-------------------------------------------------------+----------------------------------------------------------------+
| "EBITDA Multiple" | the market value of the equity at the Offer Price on a fully |
| | diluted basis divided by the EBITDA of OneClickHR for the year |
| | ended 31 December 2008 |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Euroclear" | Euroclear UK & Ireland Limited |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Forms of Proxy" | the respective forms of proxy for use in connection with the |
| | Court Meeting and the General Meeting or either of them as the |
| | context requires |
+-------------------------------------------------------+----------------------------------------------------------------+
| "General Meeting" or | the general meeting of OneClickHR (and any adjournment |
| "OneClickHR General Meeting" | thereof) of which notice is set out in this announcement |
+-------------------------------------------------------+----------------------------------------------------------------+
| "holder" | includes any person entitled by transmission |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Implementation Agreement" | the implementation agreement made between ADP Network Services |
| | and OneClickHR dated 14 December 2009 relating to, amongst |
| | other things, the implementation of the Scheme |
+-------------------------------------------------------+----------------------------------------------------------------+
| "KBC Peel Hunt" | KBC Peel Hunt Limited, financial and Rule 3 adviser to |
| | OneClickHR, a company incorporated in England and Wales with |
| | registered number 02320252 |
+-------------------------------------------------------+----------------------------------------------------------------+
| "the London Stock Exchange" | London Stock Exchange plc |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Meetings" | the Court Meeting (and any adjournment thereof) and/or the |
| | General Meeting (and any adjournment thereof) and "Meeting" |
| | means the Court Meeting and/or the General Meeting as the |
| | context requires |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Mooreland Partners" | financial adviser to the ADP Group, a limited liability |
| | partnership incorporated in England and Wales with registered |
| | number OC3 14206 |
+-------------------------------------------------------+----------------------------------------------------------------+
| "New OneClickHR Shares" | the new ordinary shares in OneClickHR to be allotted and |
| | issued to ADP Network Services or its nominee(s) pursuant to |
| | the Scheme |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Offer" | if ADP Network Services elects to effect the Acquisition by |
| | way of a takeover offer, the offer to be made by or on behalf |
| | of ADP Network Services to acquire all of the OneClickHR |
| | Shares (other than OneClickHR Shares registered in the name of |
| | any member of the ADP Group) and where the context so |
| | requires, any subsequent revision, variation, extension or |
| | renewal thereof |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Offer Price" | 10.5 pence per Scheme Share |
+-------------------------------------------------------+----------------------------------------------------------------+
| "OneClickHR" or "Company" | OneClickHR plc |
+-------------------------------------------------------+----------------------------------------------------------------+
| "OneClickHR Articles" | the articles of association of OneClickHR as at the date of |
| | publication of this announcement |
+-------------------------------------------------------+----------------------------------------------------------------+
| "OneClickHR Directors" or | the directors of OneClickHR and "OneClickHR Director" |
+-------------------------------------------------------+----------------------------------------------------------------+
| "OneClickHR Board" or | means any one of them |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Board of OneClickHR" | |
+-------------------------------------------------------+----------------------------------------------------------------+
| "OneClickHR Group" | OneClickHR and its subsidiary undertakings |
+-------------------------------------------------------+----------------------------------------------------------------+
| "OneClickHR Option" | an option over a OneClickHR Share granted pursuant to a |
+-------------------------------------------------------+----------------------------------------------------------------+
| OneClickHR Option Scheme | |
+-------------------------------------------------------+----------------------------------------------------------------+
| "OneClickHR Optionholder" | a participant in any of the OneClickHR Option Schemes |
+-------------------------------------------------------+----------------------------------------------------------------+
| "OneClickHR Option Schemes" | the Approved Scheme, the Unapproved Scheme, the Supplier |
+-------------------------------------------------------+----------------------------------------------------------------+
| Agreement and the Option Agreements | |
+-------------------------------------------------------+----------------------------------------------------------------+
| "OneClickHR Scheme Shares" or | all OneClickHR Shares: |
+-------------------------------------------------------+----------------------------------------------------------------+
| | (a) in issue at the date of this announcement; or |
+-------------------------------------------------------+----------------------------------------------------------------+
| | (b) (if any) issued after the date of this announcement and |
| | before the Voting Record Time; or |
+-------------------------------------------------------+----------------------------------------------------------------+
| | (c) (if any) issued at or after the Voting Record Time and |
| | before the Reduction Record Time either on terms that the |
| | original or any subsequent holders thereof shall be bound by |
| | the Scheme, or in respect of which the holders thereof |
| | haveagreed in writing to be bound by the Scheme, |
+-------------------------------------------------------+----------------------------------------------------------------+
| | and remaining in issue at the Reduction Record Time but |
| | excluding OneClickHR Shares registered in the name of any |
| | member of the ADP Group at the Reduction Record Time |
+-------------------------------------------------------+----------------------------------------------------------------+
| "OneClickHR Scheme | registered holders of Scheme Shares |
+-------------------------------------------------------+----------------------------------------------------------------+
| Shareholders" or | |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Scheme Shareholders" | |
+-------------------------------------------------------+----------------------------------------------------------------+
| "OneClickHR Shareholders" or "Shareholders" | registered holders of OneClickHR Shares |
+-------------------------------------------------------+----------------------------------------------------------------+
| "OneClickHR Shares" | the ordinary shares of 1 pence each in the capital of |
| | OneClickHR |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Option Agreements" | the individual share option agreements entered into with |
| | various employees and executive directors of the OneClickHR |
| | Group in accordance with the EMI Code |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Panel" or "Takeover Panel" | the Panel on Takeovers and Mergers |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Proposal" | the proposal for the acquisition of OneClickHR by ADP Network |
| | Services to be implemented by way of the Scheme and, where the |
| | context requires, any subsequent revision, variation, |
| | extension or renewal thereof together with the other matters |
| | to be considered at the Meetings |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Reduction Court Hearing" | the hearing by the Court of the application to confirm the |
| | Capital Reduction |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Reduction Court Order" or | the order of the Court confirming the Capital Reduction |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Reduction Order of the Court" | |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Reduction Record Time" | 6.00 p.m. on the Business Day before the Reduction Court |
| | Hearing |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Regulations" | the Uncertificated Securities Regulations 2001 |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Regulatory Information Service" | any information service authorised from time to time by the UK |
| | Listing Authority for the purpose of dissemination of |
| | regulatory announcements |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Relevant Date" | 30 June 2009 (being the date to which OneClickHRs most recent |
| | interim accounts were made up) |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Restricted Jurisdiction" | the United States, Canada, Australia, South Africa or Japan |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Revenue Multiple" | the market value of the equity at the Offer Price on a fully |
| | diluted basis divided by the revenue of OneClickHR for the |
| | year ended 31 December 2008 |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Scheme" or | the proposed scheme of arrangement under Part 26 of the Act |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Scheme of Arrangement" | between OneClickHR and OneClickHR Scheme Shareholders |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Scheme Court Order" or | the order of the Court sanctioning the Scheme |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Scheme Order of the Court" | |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Scheme Document" | the document proposed to be sent to OneClickHR Shareholders |
| | containing, inter alia, the terms and conditions of the |
| | Scheme, certain information about OneClickHR, ADP and ADP |
| | Network Services, the Scheme and the notice convening the |
| | Meetings |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Scheme Effective Date" | the date on which the Scheme becomes effective in accordance |
| | with its terms |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Scheme Resolutions" | the resolutions to be proposed at the Court Meeting (or any |
| | adjournment thereof) and the General Meeting (or any |
| | adjournment thereof) |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Special Resolutions" | the special resolutions to be proposed at the General Meeting |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Supplier Agreement" | the individual option agreement entered into on 26 November |
| | 2008 between OneClickHR and Hansard Communications.com Limited |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Takeover Code" | the City Code on Takeovers and Mergers |
+-------------------------------------------------------+----------------------------------------------------------------+
| "UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland and |
| | its dependant territories |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Unapproved Scheme" | the OneClickHR 2000 Non-Inland Revenue Approved Executive |
| | Share Option Scheme |
+-------------------------------------------------------+----------------------------------------------------------------+
| "uncertificated" or in | a share recorded on the relevant register as being held in |
+-------------------------------------------------------+----------------------------------------------------------------+
| "uncertificated form" | uncertificated form in CREST and title to which, by virtue of |
| | the Regulations, may be transferred by means of CREST |
+-------------------------------------------------------+----------------------------------------------------------------+
| "United States" or "US" | the United States of America (including the states of the |
| | United States and the District of Columbia), its possessions |
| | and territories and all other areas subject to its |
| | jurisdiction |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Voting Record Time" | 6.00 p.m. on 12 January 2010 or, if the Court Meeting is |
| | adjourned, 6.00 p.m. on the day which is two days before the |
| | day of such adjourned meeting |
+-------------------------------------------------------+----------------------------------------------------------------+
| "Wider OneClickHR Group"; | means OneClickHR and its subsidiary undertakings, associated |
| | undertakings and any other undertakings in which OneClickHR |
| | and such undertakings (aggregating their interests) have a |
| | substantial interest |
+-------------------------------------------------------+----------------------------------------------------------------+
For the purposes of this announcement, "subsidiary", "subsidiary undertaking"
and "undertaking", and "associated undertaking" have the meanings given by the
Act.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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