NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
23 September 2019
Aptitude Software Group plc
("Aptitude" or the "Company")
Return of Value and Result of General Meeting
Further to the circular posted to Shareholders on 3 September 2019 (the "Circular"), Aptitude announces that at the General Meeting held earlier today to approve the B Share Scheme, the Share Consolidation and certain associated resolutions regarding the share capital of Aptitude, all resolutions proposed to Shareholders set out in the Notice of General Meeting, dated 3 September 2019, were duly passed.
Accordingly, Aptitude announces that the B Shares will be issued and the Share Consolidation will become effective on Tuesday, 24 September 2019. The record time for entitlement to the B Shares and the Share Consolidation will be 6.00 p.m. on Monday, 23 September 2019. A further announcement will be made on Tuesday, 24 September 2019 regarding the issue of the B Shares.
Details of the proxy votes received are as follows:
|
Resolution Name |
Number of Votes For |
% of Votes For |
Number of Votes Against |
% of Votes Against |
Number of Votes Withheld |
% of Votes Withheld |
1 |
Amendment of Articles of Association |
54,589,891 |
99.999% |
576 |
0.001% |
0 |
0.000% |
2 |
Issue of B Shares and related Share Consolidation |
54,589,891 |
99.999% |
576 |
0.001% |
0 |
0.000% |
3 |
Approval of the terms of the Option Agreement |
54,589,891 |
99.999% |
576 |
0.001% |
0 |
0.000% |
4 |
Authority to allot securities |
54,589,891 |
99.999% |
576 |
0.001% |
0 |
0.000% |
5 |
General authority to disapply pre-emption rights |
54,588,431 |
99.998% |
1128 |
0.002% |
908 |
0.002% |
6 |
Additional authority to disapply pre-emption rights for purposes of acquisitions or capital investments |
54,588,339 |
99.998% |
1128 |
0.002% |
1000 |
0.002% |
Note: A 'vote withheld' is not a vote in law and is not counted in the proportion of votes 'for' or 'against' a resolution. All percentages are calculated to two decimal places.
In accordance with Listing Rule 9.6.2R, a copy of the resolutions passed at the General Meeting will be submitted to the FCA via the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
Share Consolidation
The latest time and date for dealings in Existing Ordinary Shares is 4.30 p.m. today, 23 September 2019 and the Record time for entitlement to B Shares and the Share Consolidation is 6.00 p.m. today, 23 September 2019.
The Company's issued share capital consists of 63,590,392 Existing Ordinary Shares. The Share Consolidation will replace every 8 Existing Ordinary Shares with 7 New Ordinary Shares. Application has been made to the FCA to amend the Official List and to the LSE for an amendment to trading to reflect the Share Consolidation. It is expected that the 55,641,593 New Ordinary Shares resulting from the Share Consolidation will commence trading on the LSE at 8.00 a.m. on Tuesday, 24 September 2019. The New Ordinary Shares will have an ISIN of GB00BJV2F804 and a SEDOL of BJV2F80.
Enquiries:
Aptitude Software Group plc
Georgina Sharley, Company Secretary: 0203 880 7100
www.aptitudesoftware.com
Important Notices
Capitalised terms used in this announcement which are not otherwise defined in this announcement have the same meaning as in the Circular, which is available at http://www.morningstar.co.uk/uk/NSM and on the Aptitude's website at www.aptitudesoftware.com. All references to time in this announcement are to London time.
The release, publication or distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any such restrictions.
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. This announcement does not constitute an invitation to participate in the B Share Scheme in or from any jurisdiction in or from which, or to or from whom, it is unlawful to make such offer under applicable securities laws or otherwise or where such offer would require a prospectus to be published. Neither this announcement, nor any other document issued in connection with the proposed return of cash to Shareholders, may be issued or distributed to any person except under circumstances which do not constitute an offer to the public under applicable securities laws.
