Issue of Equity

Manpower Software PLC
16 April 2002



For immediate release





16 April, 2002



Not for release, publication or distribution in or into the United States,
Canada, Australia, Japan or the Republic of Ireland.



MANPOWER SOFTWARE PLC



PLACING AND OPEN OFFER

TRANSFER FROM THE OFFICIAL LIST TO AIM



Manpower Software plc announces today that it proposes to raise approximately
£2.32 million (net of expenses) by way of a firm placing and open offer and to
transfer from the Official List to AIM.



Highlights

•        Firm Placing and Open Offer to raise approximately £2.32 million (net
of expenses).

•        Firm Placing comprising a placing of 2.39 million New Ordinary Shares
at 13p per share.

•        Open Offer of 17.94 million New Ordinary Shares at 13p per share on the
basis of 3 New Ordinary Shares for every 4 Existing Ordinary Shares currently
held.

•        The Open Offer is fully underwritten by Herald Ventures LP (via its
general partner Herald GP Limited) and partially sub-underwritten by Mr Robert
Drummond, Managing Director of Manpower Software.

•        Proceeds expected to provide working capital, pursue further sales in
the cruise and defence sectors and develop sales in other markets targeted by
management.

•        Cancellation of listing on Official List and admission to AIM.



Robert Drummond commented:

"The Company's sales were adversely affected by the 11 September, 2001 attacks
but has achieved its stated aim of becoming a significant supplier of resource
planning software to the cruise and defence markets.



The fundraising will strengthen Manpower Software's financial position and, I
believe, the Company is now poised to grow into a number of new markets where
its innovative workforce planning and management software should be highly
valued.



It is particularly pleasing to have this funding underwritten by Herald Ventures
LP. The nature of the Company is similar to a private technology company in its
early stages and the backing by a venture capital fund with a high reputation in
this sector is encouraging. Now is the sensible time to move to AIM to which the
Group's profile is more suited."



Background information

Manpower Software designs, develops and sells a suite of workforce planning and
management software under the overall title of "MAPS".  This helps its customers
meet their business objectives by effective planning and scheduling of their
staff over time, typically in complex and fast-changing environments.  Since its
inception, the Company has sold its software mainly into the cruise and defence
industries.



Current customers include: BP Shipping, P&O, Carnival, Royal Caribbean, Guinness
UDV, NATO, UK Ministry of Defence, Royal Fleet Auxiliary, Territorial Army and
the Belgian MoD.



This summary should be read in conjunction with the full text of this
announcement below.



Further enquiries:



Manpower Software plc                                   Tel: [phone]
Robert Drummond                                         Managing Director



Strand Partners Limited                                 Tel: [phone]
Simon Raggett                                           Director
Rory Murphy                                             Director



Strand Partners, which is regulated in the United Kingdom by the Financial
Services Authority is acting exclusively for Manpower Software in connection
with the proposals referred to in this announcement and will not be responsible
to anyone other than Manpower Software for providing the protections afforded to
customers of Strand Partners or for providing advice in relation to the Firm
Placing and the Open Offer.







         Firm Placing of 2,391,626 New Ordinary Shares at 13p per share

 Open Offer of 17,937,197 New Ordinary Shares at 13p per share on the basis of

   3 New Ordinary Shares for every 4 Existing Ordinary Shares currently held

       Cancellation of listing on the Official List and Admission to AIM



Introduction

Manpower Software announces today that it is proposing to raise approximately
£2.32 million (net of expenses) by way of a Firm Placing and an Open Offer of
New Ordinary Shares to provide additional working capital for the Company.  The
Firm Placing comprises a placing of 2,391,626 New Ordinary Shares (representing
approximately 10 per cent. of the aggregate number of Existing Ordinary Shares
in issue at the date of this announcement) with Herald at a price of 13p per
share.  The Open Offer is an offer of 17,939,197 New Ordinary Shares at 13p per
Open Offer Share to Qualifying Shareholders on the basis of 3 New Ordinary
Shares for every 4 Existing Ordinary Shares held on the Record Date.  Herald has
agreed to fully underwrite the Open Offer.  The Firm Placing and the Open Offer
require Shareholders' approval of the Resolution set out in the notice of the
EGM at the end of the prospectus, which is expected to be posted to Shareholders
later today.



Background to, and reasons for, the Firm Placing and the Open Offer

Manpower Software designs, develops and sells a suite of workforce planning and
management software under the overall title of "MAPS".  This helps its customers
meet their business objectives by effective planning and scheduling of their
staff over time, typically in complex and fast-changing environments.  Since its
inception, the Company has sold its software mainly into the cruise and defence
industries.



In March 2001, Manpower Software raised approximately £2.26 million (net of
expenses) by way of a rights issue.  The purpose of this fundraising was to
provide additional working capital to fund the Company's increased sales into
the cruise sector and to enable the development of sales in other sectors, thus
decreasing the Company's reliance of any one market sector.  The Company has now
sold its products to the world's three largest cruise shipping companies;
Carnival Cruise Lines, Royal Caribbean Cruise Lines and P&O Princess. Sales to
the UK defence sector have also increased.



The downturn in the global economic climate, particularly since the attacks in
the US on 11 September, 2001, resulted in delays in completing sales to some of
the main cruise companies and to the second tier of cruise lines which the
Company has actively been targeting. This has adversely affected cash flow and
has therefore weakened the Company's financial position.



The funds raised pursuant to the Firm Placing and the Open Offer will provide
working capital which will maintain the financial stability of the Company. This
will help the Company pursue further sales in the cruise and defence sectors and
to develop sales in other markets targeted by management. Specifically, the
funds will enable larger marketing expenditure and potentially the development
of the software to meet industry specific requirements. If the proposals to
raise approximately £2.32 million (net of expenses) are not approved at the EGM,
the Company's financial stability will be dependent on the timely achievement of
expected sales and the continued support of its bankers.



Current trading and prospects

The Company released its Interim Results for the six month period ended 30
November 2001 on 7 February, 2002.



Turnover for the period was largely unchanged from the previous 6 month period
at £1.70 million, and the Company reported a pre-tax loss of approximately £0.58
million (2000: loss of approximately £0.49 million).



As set out in the Chairman's statement accompanying the Interim Results, action
is being taken to substantially increase the Company's market share in the
cruise industry. Although the main participants in that industry have signed
agreements with Manpower Software, these have been for specific fleets. Further
sales for the Company would result from the adoption of the software by other
fleets within the main cruise groups and by other cruise lines.



In light of the 11 September attacks, on 8 October, 2001 the Company announced
its decision to increase its focus on defence markets for its planning and
scheduling software, which the Ministry of Defence calls CRESTA for UK
Territorial Army applications. The Company achieved its third sale of CRESTA to
the Territorial Army on 18 March, 2002. The software helps the Territorial Army
optimise the use of its skilled resources and manage the deployment of
territorial forces. The Directors believe that there are further opportunities
in this market. Additionally, in the defence sector the Company is actively
pursuing sales to the British Regular Army and the Royal Navy, the latter based
upon the successful use of the software by the Royal Fleet Auxiliary and the
cruise sector. In due course the Company intends to target sales to the Royal
Air Force. Sales resource is also being allocated to expand the existing base of
European defence users, which currently includes NATO and the Belgian Ministry
of Defence.



The Directors believe that the MAPS suite has significant potential beyond the
cruise and defence sectors. MAPS enables deadlines and budgets to be met by
optimising the use of the available workforce. For this reason, the Directors
consider that the software is ideally suited to any commercial or public sector
organisation for which the cost-effective planning and scheduling of skilled and
often scarce and expensive staff are crucial to its success. Typical examples of
this are project-based organisations. The Company has researched potential
markets and has identified healthcare, shipping and construction as those
sectors where the need for the software is considered to offer the best
potential for short term sales and for establishing a medium term position
similar to that which the Company has achieved in the cruise market. The Company
is actively pursuing sales within these sectors, both directly and through
alliances with partners who have expertise and an existing user base. The
Company has also identified other target markets such as professional services
groups and the public sector.



In the US, the Company has a sales office in Miami, opened specifically to
service the cruise industry. However, initial marketing in the US has indicated
that potential for MAPS exists in the same sectors as in Europe.



The Company's research in the chosen market sectors indicates that
organisations' workforce planning requirements are not adequately met by their
existing systems. The Directors believe that MAPS meets the demanding
requirements for workforce planning software and must continue to do so.
Therefore, a controlled programme for the development of the Company's products
is continuing in order to position and maintain MAPS as the leading workforce
planning product in its chosen markets.



Currently the Company's revenue and cashflow is dependent on a relatively small
number of major contracts.  The timing of the completion of these is difficult
to predict with any certainty.  However, the Directors believe that given the
capabilities of the product and the current level of customer interest there is
wide market potential and prospects in the longer term are good.



Following the Firm Placing and the Open Offer, net assets of the Company will
increase to £3.33 million.



Cancellation of listing on the Official List and Admission to AIM

The Directors believe that it is appropriate for the Company to move to AIM, a
market that offers a degree of regulation that is more appropriate to a company
the size of Manpower Software. In addition, AIM will offer a greater degree of
flexibility than is available on the Official List and the Directors believe
that moving the Company to AIM will enable the Company to become a qualifying
company carrying on a qualifying business activity within the terms of the
Enterprise Investment Scheme and that the New Ordinary Shares to be issued
pursuant to the Firm Placing and the Open Offer will constitute eligible shares
for Enterprise Investment Scheme and Venture Capital Trust purposes.



The Company has sought and obtained advance assurance of eligibility for the
Enterprise Investment Scheme and Venture Capital Trust purposes from the Inland
Revenue. Upon the passing of the Resolution, the Directors intend to take such
action as is necessary to ensure that qualifying company status is achieved.



Shareholders holding Ordinary Shares in a PEP or ISA should seek independent
financial advice as following the Company's move to AIM, shares in the Company
will cease to be qualifying investments for the purposes of the regulations
governing PEPs and ISAs.



The cancellations of the Company's listing on the Official List and the trading
of the Existing Ordinary Shares and the Warrants on the London Stock Exchange,
which are conditional upon Shareholders approving the Resolution and on all
conditions to the Placing and Open Offer Agreement (other than that relating to
Admission) being satisfied, are expected to become effective at close of
business on 15 May, 2002. It is expected that the Existing Ordinary Shares, the
Warrants and the New Ordinary Shares will be admitted to trading on AIM and that
dealings will commence on or shortly after 8.00 a.m. on 16 May, 2002. In the
event that the Resolution is not passed and such other conditions are not
satisfied, the Company's application for admission to trading on AIM will lapse
and its listing on the Official List and the trading of the Existing Ordinary
Shares and the Warrants on the London Stock Exchange will continue.



The Firm Placing and the Open Offer

The Company is proposing to raise approximately £2.64 million (before expenses)
by the issue of 20,328,823 New Ordinary Shares pursuant to the Firm Placing and
the Open Offer.



2,391,626 of these New Ordinary Shares have been placed firm at the Issue Price
with Herald pursuant to the Firm Placing and are not being offered to
Shareholders under the Open Offer.



The Open Offer has been fully underwritten by Herald.



Qualifying Shareholders are being given the opportunity to subscribe for Open
Offer Shares at the Issue Price pro rata to their existing holding on the basis
of:



3 New Ordinary Shares for every 4 Existing Ordinary Shares



held at the close of business on the Record Date and so in proportion for any
other number of Existing Ordinary Shares then held. Entitlements to Open Offer
Shares will be rounded down to the nearest whole number of Open Offer Shares.
Fractional entitlements to Open Offer Shares will be aggregated and allotted to
Herald, as underwriter, (or such other person(s) as Herald may procure) for the
benefit of the Company.



The Open Offer Shares will be issued credited as fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares, including the right to
receive all dividends and other distributions declared or paid thereon following
Admission. No temporary documents of title will be issued.



The Open Offer is not a rights issue. Qualifying Shareholders' entitlements
under the Open Offer are not transferable unless to satisfy bona fide market
claims and the Application Form is not a document of title and cannot be traded.
Qualifying Shareholders should be aware that in an open offer, unlike in a
rights issue, the Open Offer Shares not applied for will not be sold in the
market or placed for the benefit of Qualifying Shareholders who do not apply
under the Open Offer, but will be allotted to Herald as underwriter or to such
other person(s) as Herald may procure pursuant to the Placing and Open Offer
Agreement.



The Firm Placing and the Open Offer are conditional, inter alia, upon:


(a)        the passing of the Resolution at the EGM;

(b)        the Placing and Open Offer Agreement becoming unconditional, save
only for the condition relating to Admission, by not later than 16 May, 2002 (or
such later date, being no later than 23 May, 2002, as the Company, Strand
Partners and Herald agree) and that agreement not having been terminated in
accordance with its terms; and

(c)        Admission.



Application will be made to the London Stock Exchange for the Existing Ordinary
Shares, the Warrants and New Ordinary Shares to be admitted to trading on AIM.
Dealings on AIM in the Existing Ordinary Shares, the Warrants and New Ordinary
Shares are expected to commence at 8.00 a.m. on 16 May, 2002.



Full details of the Open Offer, including the procedure for application and
payment, will be set out in the prospectus. The latest time and date for receipt
of Application Forms and payment in full under the Open Offer is 3.00 p.m. on 10
May, 2002.



Herald commitment

Herald has agreed to subscribe for 2,391,626 New Ordinary Shares pursuant to the
Firm Placing and to underwrite the Open Offer.



Following completion of the Firm Placing and the Open Offer, Herald is expected
to own a minimum of 4,056,073 Ordinary Shares (representing approximately 9.17
per cent. of the enlarged issued Ordinary Share capital of the Company) and a
maximum of 11,338,633 Ordinary Shares (representing approximately 25.63 per
cent. of the enlarged issued Ordinary Share capital of the Company) depending on
the level of take up under the Open Offer.  Taking into account Ordinary Shares
already owned by persons deemed to be acting in concert with Herald and,
assuming such persons take up their entitlements under the Open Offer, the
maximum number of Ordinary Shares which may come to be owned by Herald and
persons deemed to be acting in concert with it would be 13,269,101 (representing
approximately 29.99 per cent. of the enlarged issued share capital of the
Company).  Herald has entered into a sub-underwriting agreement with Robert
Drummond, Managing Director of the Company, pursuant to which Mr. Drummond has
agreed to subscribe for a maximum of 8,990,190 of the Open Offer Shares which
Herald would otherwise be obliged to subscribe under the Placing and Open Offer
Agreement to the extent that this becomes necessary so as to ensure that Herald,
and persons deemed to be acting in concert with it, do not come to own in excess
of 29.99 per cent. of the enlarged issued Ordinary Share capital.



Directors' intentions

The Directors and their connected persons have entitlements under the Open Offer
totalling in aggregate 2,512,525 New Ordinary Shares (representing 12.36 per
cent. of the New Ordinary Shares) and the Directors have each irrevocably
undertaken to take up or procure the take up of these entitlements in full other
than Jack Debnam and Ian Lang who have given irrevocable undertakings not to
take up 515,735 and 132,656 New Ordinary Shares respectively, and Robert
Drummond who is not able to give such an undertaking in respect of entitlements
totalling 440,409 which are attributable to the trustees of a trust of which he
is a potential beneficiary.



In addition, Robert Drummond has agreed with Herald that he will sub-underwrite
up to 8,990,190 of the Open Offer Shares in order to ensure that Herald and
persons deemed to be acting in concert with Herald do not come to own more than
29.99 per cent. of the Ordinary Share capital of the Company.  In the event that
Mr. Drummond is called upon to subscribe for all Open Offer Shares the subject
of this sub-underwriting arrangement, Mr. Drummond would be interested in a
maximum of 10,771,889 Ordinary Shares, representing approximately 24.35 per
cent. of the enlarged issued share capital of the Company.



Further Shareholder commitment

In addition to the irrevocable commitments given by Directors referred to above
an existing Shareholder, Strand Associates Limited, having an entitlement under
the Open Offer of 715,584 New Ordinary Shares (representing 3.99 per cent. of
the Open Offer Shares), has irrevocably undertaken to take up its entitlement in
full.







Share Option Schemes

The entitlements of option holders under the rules of the Share Option Schemes
are, under certain circumstances subject to adjustment as to the number of
shares under option and the option exercise price. In accordance with the rules
of the Share Option Schemes the adjustment can be effected only upon receipt by
the Directors from the Company's auditors of confirmation in writing that the
adjustment is in their opinion fair and reasonable, and in the case of the
Approved Scheme, only with the approval of the Inland Revenue. However, because
the New Ordinary Shares are being offered at the mid-market price of an Ordinary
Share at the close of business on 15 April 2002, the business day immediately
preceding this announcement, no such adjustment is necessary under the rules of
the Share Option Schemes. As at the date of this announcement, no options have
been granted under the EMI Scheme.



Warrants

The entitlements of the holders of Warrants are, in certain circumstances,
subject to adjustment as to the subscription price and the number of Warrants.
In accordance with the Warrant Deed, any such adjustment to the subscription
price must first be certified by the Company's auditors to be fair and
reasonable before such adjustment can become effective.  However, because the
New Ordinary Shares are being offered at a mid-market price of an Ordinary Share
at the close of business on 15 April 2002, the business day immediately
preceding this announcement, no adjustments are necessary under the Warrant
Deed.



Application will be made to the London Stock Exchange for the existing Warrants
to be admitted to trading on AIM.  Dealings on AIM in the existing Warrants are
expected to commence at 8.00 a.m. on 16 May, 2002.



Extraordinary General Meeting

An EGM of the Company will be held at the offices of Gouldens, 10 Old Bailey,
London EC4M 7NG at 11.00 a.m. on 15 May, 2002.  At this meeting, an appropriate
resolution will be proposed to give the requisite authorities for the Firm
Placing and Open Offer to proceed.



Alternative Funding

If the Firm Placing and the Open Offer do not proceed the Group would have to
seek alternative methods of financing such as the re-negotiation of the Group's
overdraft facility and/or the securing of additional bank facilities.  If such
alternative sources of funding were then not available, the Board would seek a
buyer for the Company.



General

A prospectus and an AIM admission document setting out details of the Firm
Placing and the Open Offer is expected to be posted to Shareholders later today.



The Open Offer is not being made directly or indirectly in or into the United
States, Canada, Australia, Japan or the Republic of Ireland. The Company
reserves the right to treat as invalid any application for Open Offer Shares if
it believes the making of such application may violate applicable legal or
regulatory requirements.



Strand Partners, which is regulated in the United Kingdom by the Financial
Services Authority is acting exclusively for Manpower Software in connection
with the proposals referred to in this announcement and will not be responsible
to anyone other than Manpower Software for providing the protections afforded to
customers of Strand Partners or for providing advice in relation to the Firm
Placing and the Open Offer.





Expected timetable of principal events
                                                                                                         2002
Record Date for the Open Offer                                                  Close of business on 10 April
Latest time and date for splitting Application Forms
(to satisfy bona fide market claims only)                                                  3.00 p.m. on 8 May
Latest time and date for receipt of Application Forms and payment
in full under the Open Offer                                                              3.00 p.m. on 10 May
Latest time and date for receipt of Proxy Forms for use at the
Extraordinary General Meeting                                                            11.00 a.m. on 13 May
Extraordinary General Meeting                                                            11.00 a.m. on 15 May
Listing and dealings in Existing Ordinary Shares and the Warrants
on the Official List and the London Stock Exchange respectively
expected to be cancelled                                                          Close of business on 15 May
Admission and Dealings in Existing Ordinary Shares, the Warrants
and New Ordinary Shares to commence on AIM                                                8.00 a.m. on 16 May
                                                                                         
CREST accounts credited for New Ordinary Shares in uncertificated
form                                                                                                   16 May
Despatch of definitive share certificates for New Ordinary Shares
in certificated form                                                                                   23 May
                                                                                                       







Definitions

The following definitions apply throughout this announcement unless the context
requires otherwise:


"Admission"                     admission of the New Ordinary Shares, the Warrants and the Existing Ordinary
                                Shares to trading on AIM and such admission becoming effective in accordance
                                with the AIM Rules

"AIM"                           the Alternative Investment Market of the London Stock Exchange

"AIM Rules"                     the rules for companies whose securities are traded on AIM, published by the
                                London Stock Exchange and amended from time to time

"Application Form"              the application form posted with the prospectus for use by Qualifying
                                Shareholders in relation to the Open Offer and which forms part of the terms
                                and conditions of the Open Offer

"Approved Scheme"               the Manpower Software Executive Share Option Scheme, which has been approved
                                by the Inland Revenue

"Board" or "Directors"          the directors of the Company

"CREST"                         the relevant system (as defined in the CREST Regulations) in respect of which
                                CRESTCo Limited is the Operator (as defined in the CREST Regulations)

"CREST Regulations"             the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)

"EMI Scheme"                    the Enterprise Management Incentive Scheme, as more fully described in the
                                circular to shareholders dated 22 May 2001

"Existing Ordinary Shares"      the 23,916,263 Ordinary Shares in issue at the date of this announcement

"Extraordinary General Meeting" the extraordinary general meeting of the Company to be held at 11.00am on 15
or "EGM"                        May 2002

"Firm Placing"                  the firm placing of 2,391,626 New Ordinary Shares with Herald at the Issue
                                Price (equivalent to 10 per cent. of the aggregate number of Existing Ordinary
                                Shares in issue as at the date of this announcement)

"FSMA"                          the Financial Services and Markets Act 2000

"Group"                         the Company and its subsidiary undertakings

"Herald"                        Herald GP Limited acting as general partner of and manager for and on behalf
                                of Herald Ventures Limited Partnership, Herald Ventures Limited Partnership II
                                and Herald Ventures Limited Partnership III (these being venture capital funds
                                for investment in early stage UK companies operating in the information
                                technology, media and communications sectors)

"Interim Results"               the unaudited interim results for the six month period ended 30 November 2001

"Issue Price"                   13p per New Ordinary Share

"London Stock Exchange"         London Stock Exchange plc

"Manpower Software" or "Company Manpower Software plc (formerly MSW Technology plc)
"

"New Ordinary Shares"           20,328,823 new Ordinary Shares to be issued by the Company pursuant to the
                                Placing and the Open Offer

"Official List"                 the official list of the UK Listing Authority

"Open Offer"                    the conditional open offer being made by Strand Partners, as agent for the
                                Company, to Qualifying Shareholders to subscribe for the Open Offer Shares at
                                the Issue Price

"Open Offer Shares"             the 17,937,197 New Ordinary Shares which are the subject of the Open Offer by
                                Strand Partners pursuant to the Placing and Open Offer Agreement

"Option"                        an option issued pursuant to the Share Option Schemes where each option
                                entitles the holder to subscribe for one Ordinary Share at a certain price for
                                a certain period

"Ordinary Shares"               ordinary shares of 5p each in the capital of the Company

"Placing and Open Offer         the conditional agreement dated 15 April, 2002 between (1) Strand Partners (2)
Agreement"                      Herald (3) the Company and (4) the Directors relating to the Firm Placing and
                                the Open Offer

"Proxy Form"                    the form of proxy for use at the EGM

"Qualifying Shareholders"       holders of Existing Ordinary Shares on the register of members of the Company
                                at the Record Date, excluding certain overseas Shareholders

"Record Date"                   the close of business on 10 April 2002

"Resolution"                    the resolution set out in the notice of EGM

"Shareholders"                  holders of Ordinary Shares

"Share Option Schemes"          the Approved Scheme, the Unapproved Scheme and the EMI Scheme

"Strand Partners"               Strand Partners Limited, which is regulated by The Financial Services
                                Authority

"UK"                            the United Kingdom of Great Britain and Northern Ireland

"UK Listing Authority"          the Financial Services Authority, acting in its capacity as the competent
                                authority for the purposes of Part VI of FSMA

"Unapproved Scheme"             the Manpower Software Unapproved Executive Share Option Scheme, which has not
                                been approved by the Inland Revenue

"uncertificated" or "in         an Ordinary Share recorded on the Company's register as being held in
uncertificated form"            uncertificated form in CREST and title to which, by virtue of the CREST
                                Regulations, may be transferred by means of CREST

"United States"                 the United States of America, its territories and possessions and the District
                                of Columbia

"Warrants"                      The 2,386,690 warrants in issue pursuant to the Warrant Deed where each
                                Warrant entitles the holder to subscribe for one Ordinary Share at a certain
                                price for a certain period

"Warrant Deed"                  the warrant deed dated 16 December 1999 (as amended) made by the Company





END



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