Last checked at 16 Apr 2009 13:35
16 April 2009
Manpower Software plc
("Manpower Software" or "the Company")
Proposed name change to Allocate Software plc
Proposed authority to buy back ordinary shares
Proposed reduction of capital
Change in registered office address
Notice of General Meeting
Manpower Software plc, (AIM:MNS) the leading provider of workforce optimisation solutions, announces a proposed name change to Allocate Software plc, a proposed authority to buy back ordinary shares, a proposed capital reduction and a change in the Company's registered office address.
The Company is sending a notice of General Meeting to shareholders to convene a General Meeting for 9.30 a.m. on Friday 8 May 2009 to be held at the Company's new offices, 180 Piccadilly, London W1J 9ER. The purpose of the meeting is to seek shareholder approval for the proposed name change, the proposed authority to buy back ordinary shares and the proposed reduction of capital. A circular containing a letter from the Chairman explaining the proposals and the notice of General Meeting is being sent to shareholders today. A copy of the circular and the notice of General Meeting is available from the Company's website at www.manpowersoftware.com.
Proposed Name Change
The Board of Manpower Software proposes the Company's name changes to Allocate Software plc. The Company and its US subsidiary, Manpower Software Inc., had previously entered into a settlement agreement with Manpower Inc., an employment agency headquartered in Milwaukee, Wisconsin, in relation to the use of the trade name, trademark and service mark "MANPOWER" by the Group. In this agreement, the Company agreed to refrain from using the trade name, trademark and service mark "MANPOWER" on or before 21 April 2011.
With the Company entering into the next phase of its growth strategy, following the recent acquisitions of Key Information Technology Systems Limited in April 2008 and the business and assets of Baum Hart & Partners in December 2008, in addition to continued geographic expansion with the first sales of MAPS Healthroster into Malaysia and the United States, the Board believes that now is an appropriate time to change the Company's name. It is therefore proposed that the Company will change its name to Allocate Software plc.
Subject to shareholder approval of the proposed name change, the Company's ticker on the London Stock Exchange will be changed to 'ALL' effective on 1 June 2009. On this date the Company's web address will also change
to www.allocatesoftware.com.
Authority to Buy Back Ordinary Shares
The Board has determined that it would be in the Company's and Shareholders' best interests to put in place authority to repurchase a proportion of the Company's own ordinary shares of five pence each in the capital of the Company ("Ordinary Shares"). The Company does not currently have any routine repurchase authority in place. The authority being sought would be utilised only when appropriate financial and stock market conditions prevail and when the Board determines that share repurchases are in the interests of the Company and its Shareholders as a whole. The Board believes that such authority would also provide it with the flexibility to better manage the Company's capital structure and cash reserves, with the objective of enhancing shareholder value.
The Company is therefore seeking Shareholders' approval for authority (the "Buy-Back Authority") to make purchases from time to time of up to a maximum of 15% of the issued ordinary share capital of the Company as at the date on which the resolution is to be passed. If approved, the Buy-Back Authority will survive until the conclusion of the Annual General Meeting of the Company to be held in 2010, unless such authority is renewed at that meeting. Any buy-back of shares and the timing of such purchases will depend, inter alia, on market conditions and will be at the discretion of the Board. Under the Companies Act 1985 the Company can only finance the purchase of its own shares out of distributable reserves or the proceeds of a fresh issue of shares made for the purpose. The Company proposes that any purchases of its Ordinary Shares will be made only out of distributable profits. As the Company currently has a deficit on its retained earnings account the Company proposes the Capital Reduction to create distributable profits. Please see below for further information.
The decision as whether to retain any purchased Ordinary Shares as treasury shares, or to cancel the Ordinary Shares so purchased or to do a combination of both, will be made by the Board at the appropriate time.
Capital Reduction
As at 31 May 2008, the Company had an accumulated deficit on its retained earnings account of £5,205,350.08 ("Deficit") and a share premium account of £6,652,060.65.
In order to eliminate the Deficit in its entirety and to create distributable reserves, the Board has resolved to seek Shareholders' authority to cancel the Company's share premium account (the "Capital Reduction"). The Capital Reduction will result in the cancellation of the Deficit and the creation of up to £1,446,710.57 of distributable reserves (the "Reserve") out of which the Company should be able to finance the buy-back of its own shares pursuant to the Buy-Back Authority.
The cancellation of the Deficit and the creation of the Reserve would reduce the Company's share premium account to nil. However, the Capital Reduction would leave the Company's net assets unchanged and the underlying book value of the Company would be unaffected.
In addition to the approval of Shareholders, the Capital Reduction requires the approval of the High Court of Justice in England (the "Court") in order to be effective. Accordingly, subject to the approval of the Capital Reduction by Shareholders at the General Meeting, an application will then be made to the Court to confirm and approve the Capital Reduction. If the Court does not give its approval, the Capital Reduction will not occur.
If for any reason, the Capital Reduction does not occur the Company will not be able to utilise the Buy-Back Authority to purchase any Ordinary Shares.
Change in Registered Office Address
Manpower Software announces that from effect from 20 April 2009, the Company's registered office address will change to 180 Piccadilly, London W1J 9ER.
Enquiries:
| Manpower Software Ian Bowles - Chief Executive Officer Simon Thorne - Chief Financial Officer | Tel: +44 (0) 20 7389 9500 |
| Numis Securities Nominated adviser - Michael Meade / Brent Nabbs Corporate Broking - James Black | Tel: +44 (0) 20 7260 1000 |
| Hansard Group Justine James John Bick | Tel: +44 (0) 20 7245 1100 Tel: +44 (0) 7525 324431 |