OneMarket

What did OneMarket Limited (In Members Voluntary Liquidation) (“OneMarket”) do?

OneMarket developed a cloud-based, connected platform and ecosystem of customer centric solutions designed to help brick and mortar retailers identify, understand and activate customers both online and offline.

What happened to OneMarket?

On 28 August, the Board of OneMarket announced that it would conduct a review of its strategic options to maximise value for its shareholders given that OneMarket shares had consistently traded at a material discount to its net asset backing. On 30 September, OneMarket announced that the Board had completed the review and had decided to proceed (subject to the necessary Shareholder approvals) with an orderly winding-up of OneMarket.

At the General Meeting held on 2 December, OneMarket’s shareholders approved resolutions to voluntarily wind-up the company, appoint a liquidator, and approve the removal of OneMarket from the ASX Official List.

Why is the trading of OneMarket shares on the ASX suspended?

As of the close of trading on 2 December, OneMarket was removed from the ASX Official List pursuant to Listing rule 17.11.

I am owed money by OneMarket Limited, what do I do?

The priority of payments to stakeholders is detailed in section 556 of the Corporations Act. Shareholders rank behind employees and unsecured creditors and other parties to whom the company owes money. Creditors are advised to contact FTI Consulting if money is owed.

Shareholders are not classified as unsecured creditors of OneMarket Limited. Please refer to the shareholder section below for further information.

I am a Shareholder of OneMarket Limited, what do I do?

Computershare are still maintaining the share registry. Contact details are:

Computershare Investor Services Pty Ltd,
Level 3, 60 Carrington Street,
Sydney NSW Australia 2000
Enquiries Call 1300 153 347 (Within Australia)
+61 3 9415 4385 (Outside Australia)

Can I transfer my shares?

When a company is placed into Liquidation, the law requires the written consent of the Liquidators be provided to transfer shares.

Shareholders wishing to transfer shares should contact FTI Consulting, who will assess individual transfer requests and correspond directly with the shareholder.

My contact details have changed, how can I update them?

Below is the link to the Computershare Investor Centre. Here holders will be able to provide their email address, provide their bank account, view the current share balance and also, once dividends are made, view their dividend details and dividend statements.

How much money will I get?

In the Notice of General Meeting provided to shareholders on 1 November, it was estimated the interim distribution would be approximately $0.88 – $0.94 per share. On 15 June, an interim distribution of A$1.08 per share was paid to shareholders. This improvement is primarily the result of the favorable movement of the US Dollar to Australian Dollar exchange rate and the Company’s recent conversion of a significant amount of cash from US Dollars to Australian Dollars, which are now on deposit in an Australia.

At the end of the voluntary winding up, if there is any surplus of cash after the liquidator has paid all of the liquidation costs, that surplus will be distributed to OneMarket shareholders via a final distribution.

Returns are subject to the following:

• Whether the Liquidator will be able to sell any of OneMarket’s remaining assets during the Voluntary Winding up and for what consideration;
• Whether there will be any currently unanticipated / uncertain liabilities;
• How long the Voluntary Winding up process will take and how much it will cost; and
• Whether the expected Liquidation costs will truly reflect the actual costs for the Voluntary Winding Up process.

When will the liquidators be paid and how much will they be paid?

The liquidators will only be paid once they have presented to shareholders a remuneration report pursuant to the Insolvency Practice Rules, which will contain significant detail on the tasks undertaken by the liquidators, the cost and the impact on likely returns from the windup. Shareholders will have the opportunity to review details of and approve the liquidators’ specified remuneration prior to payment. The exact remuneration amounts are not yet known, but the resolution approved by shareholders appointing the liquidators was subject to the remuneration not exceeding US$250,000 (plus GST and disbursements) – or approximately US$0.002 (0.2 cents) per OneMarket share.

Where can I get more information?

Further information on the Liquidation is available in the attached ASIC fact sheet for shareholders.