$1 USD pssst. you can't tell the shareholders...

$1 USD
pssst. you can't tell the shareholders



http://www.theage.com.au/business/m...rom-asx-over-disclosures-20170424-gvrbvn.html

1-Page hit with 'please explain' from ASX over disclosures

One-time tech darling 1-Page's former chief executive tried to buy the $21 million company for just one American dollar shortly after stepping down from the position.

The remarkable offer was revealed in response to a "please explain" notice from the Australian Securities Exchange after months of management and strategy upheaval.

The notice includes 20 detailed questions from the market operator about whether the Silicon Valley-based company that owns software to create one-page CVs has been keeping its shareholders properly informed.

It comes after a tumultuous time for 1-Page.

Joanna Riley co-founded the business but unexpectedly left her position as chief executive in December but remained on the board.

Last week, 1-Page's short-lived chief executive Peter Kent left the company suddenly on April 20 after only four months in the job.

The ASX letter to 1-Page pre-dates Mr Kent's departure and focuses on the $US1 proposal from Ms Riley and when she told the company she planned to resign.

In March the company went into a trading halt to consider a "disposal proposal" but it did not specifically reveal it was considering a privatisation proposal until March 27.

That privatisation proposal was put forward by Ms Riley and Mr Kent. The pair had teamed to "acquire the business operations of 1-Page in exchange for a nominal consideration of $1".

1-Page had $8.3 million in cash and financial assets worth $22.4 million as of January 31. Its shares have not traded since March 8. Its shares remain suspended and its doesn't expect them to trade until June.


1-Page told the ASX that it became aware of the deal on March 7.

"For completeness, 1-Page notes that the privatisation offer was received from Mr Kent (then CEO of 1-Page) and was made on behalf of Mr Kent and Ms Riley (a director of 1-Page)," 1-Page said.

"Accordingly, there were at least two individuals associated with 1-Page who knew of the privatisation proposal prior to the time specified above," the company said.

The proposal was rejected by the board in late March as "inadequate for shareholders", but the board left the door open for the management-led group to make a further proposal.

At the same time Ms Riley requested a special meeting to remove several directors including Andrew Chapman, a director of Merchant Funds Management, a 1-Page shareholder. That proposal has since been withdrawn.

1-Page also told the ASX that Ms Riley first offered to resign in an email to the company on December 10, but said her resignation was part of an "incomplete proposal".

"But that offer was expressed to be conditional on board approval of certain matters. Over the course of December, the board engaged with Ms Riley in relation to these requirements and related matters," 1-Page said.