Proposed Name Change and Other Matters

 

TIDMMNS 
 
RNS Number : 6902Q 
Manpower Software PLC 
16 April 2009 
 

 
 
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 GBP5,205,350.08 ("Deficit") and a share premium account of 
GBP6,652,060.65. 
 
 
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 
GBP1,446,710.57 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                              | Tel: [phone]          | 
| Ian Bowles - Chief Executive Officer           |                                    | 
| Simon Thorne - Chief Financial Officer         |                                    | 
|                                                |                                    | 
+------------------------------------------------+------------------------------------+ 
| Numis Securities                               | Tel: [phone]          | 
| Nominated adviser - Michael Meade / Brent      |                                    | 
| Nabbs                                          |                                    | 
| Corporate Broking - James Black                |                                    | 
|                                                |                                    | 
+------------------------------------------------+------------------------------------+ 
| Hansard Group                                  | Tel: [phone]          | 
| Justine James                                  | Tel: [phone]           | 
| John Bick                                      |                                    | 
+------------------------------------------------+------------------------------------+ 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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