Proposed Name Change and Other Matters
April 16 2009 - 8:35AM
UK Regulatory
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: +44 (0) 20 7389 9500 |
| Ian Bowles - Chief Executive Officer | |
| Simon Thorne - Chief Financial Officer | |
| | |
+------------------------------------------------+------------------------------------+
| Numis Securities | Tel: +44 (0) 20 7260 1000 |
| Nominated adviser - Michael Meade / Brent | |
| Nabbs | |
| Corporate Broking - James Black | |
| | |
+------------------------------------------------+------------------------------------+
| Hansard Group | Tel: +44 (0) 20 7245 1100 |
| Justine James | Tel: +44 (0) 7525 324431 |
| John Bick | |
+------------------------------------------------+------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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