Result of General Meeting
May 08 2009 - 6:45AM
UK Regulatory
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: +44 (0) 20 7355 5555 |
| 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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