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One Click Group Limited (ASX:1CG) has announced that 4,406,250 employee performance rights have been cancelled due to unmet or unattainable vesting conditions. This cessation, effective 30 June 2026, reduces the company's unquoted employee performance rights class 1CGAC to zero. For shareholders, this update clarifies One Click Group's dilutive securities profile, although the broader Capital Structure still includes a significant number of outstanding Options and performance rights.<\/p> <\/div>
Key Points<\/h3>
- Company: One Click Group Limited (ASX:1CG)<\/li>
- 4,406,250 employee performance rights (1CGAC) ceased as of 30 June 2026<\/li>
- Reason for cessation: vesting conditions unmet or impossible to satisfy<\/li>
- No payment made by the company for the rights cessation<\/li>
- Post-lapse, the 1CGAC class now has zero securities issued<\/li>
- Ordinary fully paid shares outstanding remain at 1,307,286,148<\/li>
- 55,400,000 performance rights (1CGAB) and 453,086,420 options (1CGAD) remain as unquoted securities<\/li>
- Investors should monitor for any future replacement grants or changes to the securities pool<\/li>
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<\/div>
Details Behind the 4.4 Million 1CGAC Employee Performance Rights Lapse on 30 June 2026<\/h2>
On 30 June 2026, One Click Group submitted an Appendix 3H to the ASX notifying that 4,406,250 securities classified as 1CGAC Employee Performance Rights had lapsed. This filing is required to inform the market promptly when securities expire, lapse, or are cancelled, ensuring accurate updates to the company’s Issued Capital.<\/p>
The company stated the rights lapsed because the attached vesting conditions were either not fulfilled by the deadline or became impossible to meet. This outcome is typical for performance rights tied to specific operational, financial, or share price targets. The company did not disclose the precise conditions or evaluation period in this announcement.<\/p>
Impact of the Employee Performance Rights Lapse on One Click Group’s Issued Capital<\/h2>
Following the lapse, the 1CGAC unquoted equity securities class is now at zero, meaning this entire tranche of performance rights has been extinguished without issuing shares or any cash consideration. The Appendix 3H confirmed no payment was made to holders, consistent with standard performance rights plan protocols.<\/p>
From a capital management standpoint, this lapse removes a potential dilution source since vested performance rights typically convert into new ordinary shares. The cancellation of 4,406,250 rights means these shares will not be added to the ordinary share count, preserving existing shareholders’ interests to that degree.<\/p>
One Click Group’s Ordinary Shares and Remaining Options After the Cessation<\/h2>
Post-lapse, the company’s quoted ordinary fully paid shares (ASX:1CG) remain at 1,307,286,148. Additionally, 36,540,346 quoted options (1CGO) are outstanding, expiring 17 November 2026, as reported in Part 3 of the Appendix 3H. These figures contribute to the ASX’s calculation of the company’s total Market Capitalisation.<\/p>
The Appendix 3H notes these figures are automatically generated and may not fully represent the current issued capital if other filings like Appendix 2A or 3G are concurrently processed. Investors should verify the capital structure with the latest Annual Report or subsequent disclosures.<\/p>
Remaining 55.4 Million 1CGAB Performance Rights Still Outstanding<\/h2>
While the 1CGAC rights have fully lapsed, One Click Group still holds 55,400,000 unquoted performance rights under the 1CGAB class. These rights remain active on the capital table as of this update. The company did not disclose their vesting conditions, expiry, or performance hurdles.<\/p>
For investors, these 55.4 million rights represent a significant potential share issuance if conditions are met. Given the current ordinary shares of approximately 1.307 billion, this would equate to about 4.2% dilution on a fully diluted basis from this class alone, though no guidance on timing or likelihood was provided.<\/p>
453 Million Unquoted 1CGAD Options Expiring December 2027 Are the Largest Dilutive Security<\/h2>
One Click Group’s largest unquoted securities component is the 1CGAD class: 453,086,420 options expiring 27 December 2027 with a $0.01 exercise price. This option pool greatly exceeds both performance rights and quoted options in volume. Exercising all options would generate approximately $4.53 million in proceeds, based on the exercise price and option count, though the company did not disclose this calculation.<\/p>
The low exercise price means these options are likely deeply in-the-money at typical trading prices, making exercise probable before expiry. Full exercise could result in issuing 453 million new shares, about 34.7% of the current ordinary share count, a key factor for investors assessing dilution risk.<\/p>
No Consideration Paid for the Lapsed 1CGAC Rights<\/h2>
The Appendix 3H confirms One Click Group paid no consideration to holders upon cessation of the 1CGAC rights. This aligns with standard Australian equity incentive plans where rights vest only if conditions are met; otherwise, they lapse without compensation.<\/p>
This practice complies with ASX Listing Rules and the Corporations Act 2001, designed to align employee incentives with shareholder value by rewarding achieved performance without transferring value when targets fail. The lapse reflects this accountability mechanism rather than a unilateral company action.<\/p>
Effect of the Rights Lapse on One Click Group’s Dilution Outlook<\/h2>
With the 1CGAC class eliminated, the total unquoted securities pool decreased by 4,406,250. The dilution profile is now primarily influenced by 453,086,420 1CGAD options, 55,400,000 1CGAB performance rights, and 36,540,346 1CGO quoted options. Together, these represent a theoretical maximum of roughly 544.6 million potential shares, though actual conversion depends on conditions and exercise.<\/p>
The removal of 1CGAC slightly reduces maximum dilution, but the impact is limited given the larger outstanding option pool. Investors will likely watch for any new performance rights grants or changes to incentive arrangements, though no such plans were disclosed.<\/p>
Context on One Click Group’s Use of Performance Rights for Employee Incentives<\/h2>
Performance rights are common among ASX-listed companies, especially smaller and mid-cap firms, as a cost-effective way to attract and retain staff without immediate cash outflows. Unlike options, performance rights have no exercise price and convert to shares upon meeting vesting conditions, causing dilution but no direct cash inflow.<\/p>
For One Click Group, operating in digital services and technology, this approach aligns with industry norms. The lapse of the 1CGAC tranche indicates that at least one employee cohort or rights tranche failed to meet performance benchmarks. The company did not disclose affected holders or specific targets, consistent with confidentiality practices.<\/p>
Investor Considerations Following the 1CGAC Rights Cancellation<\/h2>
The immediate market impact of cancelling 4,406,250 performance rights was not evident from public data. Such a relatively small unquoted securities cancellation is unlikely to move the market significantly but contributes to transparency on the company’s equity structure and performance hurdle rigor.<\/p>
Key upcoming events for investors include the 1CGO options expiry on 17 November 2026, any new grants of performance rights or options, and the vesting progress of the 55,400,000 1CGAB rights. The 1CGAD options expiring December 2027 will also remain a significant capital structure element. Material changes are expected to be reported via further ASX filings under continuous disclosure rules.<\/p>
Details Behind the 4.4 Million 1CGAC Employee Performance Rights Lapse on 30 June 2026<\/h2>
On 30 June 2026, One Click Group submitted an Appendix 3H to the ASX notifying that 4,406,250 securities classified as 1CGAC Employee Performance Rights had lapsed. This filing is required to inform the market promptly when securities expire, lapse, or are cancelled, ensuring accurate updates to the company’s Issued Capital.<\/p>
The company stated the rights lapsed because the attached vesting conditions were either not fulfilled by the deadline or became impossible to meet. This outcome is typical for performance rights tied to specific operational, financial, or share price targets. The company did not disclose the precise conditions or evaluation period in this announcement.<\/p>
Impact of the Employee Performance Rights Lapse on One Click Group’s Issued Capital<\/h2>
Following the lapse, the 1CGAC unquoted equity securities class is now at zero, meaning this entire tranche of performance rights has been extinguished without issuing shares or any cash consideration. The Appendix 3H confirmed no payment was made to holders, consistent with standard performance rights plan protocols.<\/p>
From a capital management standpoint, this lapse removes a potential dilution source since vested performance rights typically convert into new ordinary shares. The cancellation of 4,406,250 rights means these shares will not be added to the ordinary share count, preserving existing shareholders’ interests to that degree.<\/p>
One Click Group’s Ordinary Shares and Remaining Options After the Cessation<\/h2>
Post-lapse, the company’s quoted ordinary fully paid shares (ASX:1CG) remain at 1,307,286,148. Additionally, 36,540,346 quoted options (1CGO) are outstanding, expiring 17 November 2026, as reported in Part 3 of the Appendix 3H. These figures contribute to the ASX’s calculation of the company’s total Market Capitalisation.<\/p>
The Appendix 3H notes these figures are automatically generated and may not fully represent the current issued capital if other filings like Appendix 2A or 3G are concurrently processed. Investors should verify the capital structure with the latest Annual Report or subsequent disclosures.<\/p>
Remaining 55.4 Million 1CGAB Performance Rights Still Outstanding<\/h2>
While the 1CGAC rights have fully lapsed, One Click Group still holds 55,400,000 unquoted performance rights under the 1CGAB class. These rights remain active on the capital table as of this update. The company did not disclose their vesting conditions, expiry, or performance hurdles.<\/p>
For investors, these 55.4 million rights represent a significant potential share issuance if conditions are met. Given the current ordinary shares of approximately 1.307 billion, this would equate to about 4.2% dilution on a fully diluted basis from this class alone, though no guidance on timing or likelihood was provided.<\/p>
453 Million Unquoted 1CGAD Options Expiring December 2027 Are the Largest Dilutive Security<\/h2>
One Click Group’s largest unquoted securities component is the 1CGAD class: 453,086,420 options expiring 27 December 2027 with a $0.01 exercise price. This option pool greatly exceeds both performance rights and quoted options in volume. Exercising all options would generate approximately $4.53 million in proceeds, based on the exercise price and option count, though the company did not disclose this calculation.<\/p>
The low exercise price means these options are likely deeply in-the-money at typical trading prices, making exercise probable before expiry. Full exercise could result in issuing 453 million new shares, about 34.7% of the current ordinary share count, a key factor for investors assessing dilution risk.<\/p>
No Consideration Paid for the Lapsed 1CGAC Rights<\/h2>
The Appendix 3H confirms One Click Group paid no consideration to holders upon cessation of the 1CGAC rights. This aligns with standard Australian equity incentive plans where rights vest only if conditions are met; otherwise, they lapse without compensation.<\/p>
This practice complies with ASX Listing Rules and the Corporations Act 2001, designed to align employee incentives with shareholder value by rewarding achieved performance without transferring value when targets fail. The lapse reflects this accountability mechanism rather than a unilateral company action.<\/p>
Effect of the Rights Lapse on One Click Group’s Dilution Outlook<\/h2>
With the 1CGAC class eliminated, the total unquoted securities pool decreased by 4,406,250. The dilution profile is now primarily influenced by 453,086,420 1CGAD options, 55,400,000 1CGAB performance rights, and 36,540,346 1CGO quoted options. Together, these represent a theoretical maximum of roughly 544.6 million potential shares, though actual conversion depends on conditions and exercise.<\/p>
The removal of 1CGAC slightly reduces maximum dilution, but the impact is limited given the larger outstanding option pool. Investors will likely watch for any new performance rights grants or changes to incentive arrangements, though no such plans were disclosed.<\/p>
Context on One Click Group’s Use of Performance Rights for Employee Incentives<\/h2>
Performance rights are common among ASX-listed companies, especially smaller and mid-cap firms, as a cost-effective way to attract and retain staff without immediate cash outflows. Unlike options, performance rights have no exercise price and convert to shares upon meeting vesting conditions, causing dilution but no direct cash inflow.<\/p>
For One Click Group, operating in digital services and technology, this approach aligns with industry norms. The lapse of the 1CGAC tranche indicates that at least one employee cohort or rights tranche failed to meet performance benchmarks. The company did not disclose affected holders or specific targets, consistent with confidentiality practices.<\/p>
Investor Considerations Following the 1CGAC Rights Cancellation<\/h2>
The immediate market impact of cancelling 4,406,250 performance rights was not evident from public data. Such a relatively small unquoted securities cancellation is unlikely to move the market significantly but contributes to transparency on the company’s equity structure and performance hurdle rigor.<\/p>
Key upcoming events for investors include the 1CGO options expiry on 17 November 2026, any new grants of performance rights or options, and the vesting progress of the 55,400,000 1CGAB rights. The 1CGAD options expiring December 2027 will also remain a significant capital structure element. Material changes are expected to be reported via further ASX filings under continuous disclosure rules.<\/p>
