Result of General Meeting

 

TIDMMNS 
 
RNS Number : 9418R 
Manpower Software PLC 
08 May 2009 
 

8th May 2009 
 
 
Manpower Software plc 
("Manpower Software" or "the Company") 
 
Result of General Meeting 
Shareholders Approve Name Change to Allocate Software plc, 
Authority to Buy Back Ordinary Shares and Capital Reduction 
 
 
Manpower Software plc (AIM:MNS), the leading provider of workforce optimisation 
solutions, confirms that all resolutions 
proposed at the Company's General 
Meeting today were duly passed. 
 
 
Name Change 
With effect from Monday 1 June 2009, the Company's name will change to Allocate 
Software plc and its ticker on the London Stock Exchange to 'ALL'. From that 
date, the web address will be www.allocatesoftware.com. 
 
 
The Company's registered office changed on 20 April 2009 to 180 Piccadilly, 
London W1J 9ER and its new telephone number is 020 7355 5555. 
 
 
Authority to Buy Back Ordinary Shares 
The authority received from shareholders to buy-back Ordinary Shares (the 
"Buy-Back Authority") enables the Company to make purchases from time to time of 
up to a maximum of 15% of the issued ordinary share capital, and 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. 
 
 
This authority will only be utilised 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 this authority will also provide it with the flexibility to better manage 
the Company's capital structure and cash reserves, with the objective of 
enhancing shareholder value. 
 
 
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 received 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 will reduce the 
Company's share premium account to nil. However, the Capital Reduction will 
leave the Company's net assets unchanged and the underlying book value of the 
Company unaffected. 
 
 
In addition to shareholders' approval, the Capital Reduction requires the 
approval of the High Court of Justice in England (the "Court") in order to be 
effective. Accordingly, an application will now 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 and the Company will not be able to utilise the 
Buy-Back Authority to purchase any Ordinary Shares. 
 
 
  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 
 
 MSCSSDFSASUSELI