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| Date | 21 Mar 2024 |
| Time | 07:01:01 |
| Category | Miscellaneous |
| ID | 6939H |
21 March 2024
Aptitude Software Group plc
("Aptitude", "the "Company" or "Group")
Share buyback programme
Aptitude (LSE: APTD), a market-leading provider of finance transformation software solutions, specialising in delivering fully autonomous finance, is pleased to announce that, in accordance with its Capital Allocation Policy, it is commencing a share buyback programme to return up to £20 million to shareholders over the next three financial years (the "Share Buyback Programme").
Capital Allocation Policy
Aptitude aims to deliver high returns to shareholders through targeting sustainable profit growth and strong free cash flow. The Group invests in developing its business driven by its focus on Autonomous Finance, while maintaining robust liquidity to manage the working capital cycle. Aptitude's capital allocation priorities are as follows:
Managing working capital - The first priority of the Group is to maintain sufficient cash reserves to manage the annual working capital cycle, while maintaining an appropriate level of net funds. A level of net cash no less than 1.5 x adjusted EBITDA is the Group's stated minimum.
Investment for organic growth - The Group continues to invest in the organic growth of the business including the need to continue to invest in our people and technology and through capital expenditure where required.
Maintenance of the Group's progressive dividend - The Group is committed to provide progressive dividends to shareholders, and this remains the preferred method to return cash to shareholders without impacting on the investment required to grow the business
Enhanced returns to shareholders - As the Group continues to generate excess cash after the above priorities, the Group will look to make enhanced returns to shareholders
While the above framework is intended to guide decision making for the allocation of capital, the Board may choose to exercise discretion in its application should there be a business requirement.
The Share Buyback Programme
The Share Buyback Programme will initially be for on market purchases of up to £6 million worth of ordinary shares in the Company (the "Maximum Monetary Amount") carried out on the London Stock Exchange and any other UK recognised investment exchange and in accordance with certain pre-set parameters (the "Share Buyback").
Any purchases of ordinary shares by the Company in relation to this announcement will be effected within certain pre-set parameters and in accordance with (and subject to the limits prescribed by) the Company's general authority to repurchase ordinary shares granted by its shareholders from time to time (at the Company's AGM on 17 May 2023, shareholders gave the Company authority to purchase a maximum of 5,733,761 ordinary shares, equivalent to 10 per cent. of its issued share capital as at 20 March 2023) (the "General Authority"), the UK Companies Act, the Market Abuse Regulation 596/2014 (as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018) (the "Regulations") and Chapter 12 of the Financial Conduct Authority's Listing Rules.
Aptitude has entered into arrangements with Canaccord Genuity Limited ("Canaccord Genuity") (the "Broker") to conduct the Share Buyback Programme on its behalf on a broker-managed basis in relation to the purchase of ordinary shares of Aptitude (the "Shares") (within certain defined parameters).
The Broker will make trading decisions in relation to Shares purchased under the Share Buyback Programme independently of, and uninfluenced by, Aptitude.
Further details of the Share Buyback Programme
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The purpose of the Share Buyback Programme is to reduce the share capital of the Company and to return capital to those shareholders wishing to participate in the Share Buyback. |
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The Share Buyback will be financed from existing cash resources. |
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The aggregate number of Shares acquired by the Company pursuant to the Share Buyback shall not exceed the maximum number of ordinary shares which the Company is authorised to purchase pursuant to the General Authority, set out above. |
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In accordance with the General Authority, the maximum price (exclusive of expenses) which may be paid for each Share is an amount equal to the higher of (i) 105 per cent of the average of the middle market quotations for a Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Company agrees to buy the shares concerned; and (ii) the higher of the price of the last independent trade of any Share and the highest current independent bid for a Share in the trading venue where the purchase is carried out. Furthermore, in accordance with the General Authority, the minimum price which may be paid for each Share is 7 1/3 pence. |
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It is intended that the Share Buyback Programme will be conducted within the volume limits of the exemption contained in Article 5(1) of the Regulation. However, given the limited liquidity in the Shares, the Company has agreed that, on any trading day, a buy-back of Shares under the Share Buyback Programme may exceed 25 per cent. but remain below 50 per cent. of the average daily trading volume in the Shares in the 20 trading days preceding the date on which a buy-back of Shares is carried out. Accordingly, the Company may not benefit from the exemption contained in the Regulations with respect to such trading dates. |
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The Share Buyback will commence on the date of this announcement and is anticipated to end at the earlier of the 2025 annual general meeting or until the number of Shares equal to the Maximum Monetary Amount have been purchased under the Share Buyback or the process is terminated or paused. |
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The purchased Shares will be held by the Company in treasury for later reissue or cancellation, at the Company's discretion. Shares held in treasury are, subject to the Companies Act 2006, not entitled to distributions or dividends and the rights and obligations of such shares shall be suspended (including any voting rights at the Company general meetings). |
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Share buybacks will take place in open market transactions and may be made from time to time depending on market conditions, share price and trading volume. There is no certainty that any buybacks will be completed. The Share Buyback may be paused at any time if deemed appropriate by the Broker with respect to market conditions. |
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Purchases may continue under the Share Buyback Programme during any closed period to which the Company is subject. The Company confirms it is not in a close period and currently has no other unpublished inside information. |
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There is no guarantee that the Share Buyback Programme will be implemented in full or that any purchases will be made. The Company reserves the right to bring a halt to the Share Buyback Programme under circumstances that it deems to be appropriate and in accordance with relevant law and regulation. |
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As at 20 March 2024, the Company's total issued share capital consisted of 57,337,611 Ordinary Shares, with one voting right per share. As at this date, the Group did not hold any Shares in treasury. Therefore, the total number of voting rights in the Group is 57,337,611. |
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The Company will make further regulatory announcements in respect of repurchases of Shares as required by applicable laws and regulations, including UK MAR and the Listing Rules. |
The Board has determined that the commencement of this Share Buyback Programme is in the best interests of the Company and its shareholders.
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Aptitude Software Group plc |
020-3687-3200 |
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Ivan Martin, Chairman |
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Alex Curran, Chief Executive Officer |
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Mike Johns, Chief Financial Officer |
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Canaccord Genuity Limited |
020-7523-8000 |
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Simon Bridges / Andrew Potts |
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Alma Strategic Communications |
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Caroline Forde / Hilary Buchanan |
020-3405-0205 |
About Aptitude
Aptitude provides software solutions that deliver fully autonomous finance to enable its clients to drive growth, efficiency and sustainability. Fynapse is Aptitude's intelligent finance data management and accounting platform designed to increase productivity and lower costs for finance teams globally. Fynapse provides a single view of finance and business data, unparalleled performance and automation, faster and better insights, user-friendly functionality and market-leading total cost of ownership.
This announcement contains forward-looking statements based on current expectations and assumptions. Various known and unknown risks, uncertainties and other factors may cause actual results to differ from future results or developments expressed or implied from the forward-looking statements. Each forward-looking statement speaks only as of the date of this document. Aptitude accepts no obligation to revise or update these forward-looking statements publicly or adjust them to future events or developments, whether as a result of new information, future events or otherwise, except to the extent legally required.