Result of General Meeting

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 £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 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 £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 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 Ian Bowles - Chief Executive Officer Simon Thorne - Chief Financial Officer	Tel: [phone]
Numis Securities Nominated adviser - Michael Meade / Brent Nabbs Corporate Broking - James Black	Tel: [phone]
Hansard Group Justine James John Bick	Tel: [phone] Tel: [phone]

 

END

 

 

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