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
24 September 2019
Aptitude Software Group plc
("Aptitude" or the "Company")
Return of Value, Issue of B Shares, Share Consolidation and Total Voting Rights
Further to the publication on 3 September 2019 of the explanatory circular regarding the B Share Scheme and the Share Consolidation (the "Circular"), and the passing of all the required resolutions at Aptitude's General Meeting on 23 September 2019, Aptitude announces that the allotment and issue of 63,590,392 B Shares relating to the B Share Scheme (there being 63,590,392 Existing Ordinary Shares in issue at the Record Time) will occur today.
No application has been, or will be, made to the FCA or to the LSE, respectively, for any of the B Shares to be admitted to the Official List or to trading on the LSE's main market for listed securities, nor will the B Shares be listed or admitted to trading on any other recognised investment exchange.
No share certificates will be issued in respect of the B Shares and no CREST accounts will be credited with B Shares.
As set out in the Circular, it is expected that Investec Bank plc (or a subsidiary thereof) ("Investec") (acting as principal, and not as agent, nominee or trustee for Aptitude) will make an offer to purchase all of the B Shares for an amount of 73 pence per B Share (free of all expenses and commissions) on Wednesday, 25 September 2019. Each of the Directors and the Company Secretary of Aptitude are irrevocably authorised (on behalf of holders of the B Shares) to accept the B Share Purchase Offer and no holders of B Shares are separately able to accept or reject the B Share Purchase Offer. It is expected that a further announcement will be made on Wednesday, 25 September 2019 regarding the B Share Purchase Offer.
Share Consolidation
With effect from 8.00 a.m. today, 24 September 2019, the New Ordinary Shares will be admitted to the premium listing segment of the Official List of the FCA and to trading on the main market of the LSE. Share certificates in respect of Existing Ordinary Shares will cease to be valid. It is expected that by 10 October 2019, the Company will despatch share certificates in respect of the New Ordinary Shares to those Shareholders who held their Existing Ordinary Shares in certificated form. Until such time Shareholders should retain any share certificate(s) they currently hold in respect of Existing Ordinary Shares for record purposes only. No share certificates will be issued in respect of the B Shares.
Shareholders who held their Existing Ordinary Shares in CREST will have the New Ordinary Shares to which they are entitled automatically credited to their CREST accounts at approximately 8.00 a.m. today (or as soon as possible thereafter).
Total Voting Rights
Following the completion of the Share Consolidation at 8:00 a.m. today and in accordance with the FCA's Disclosure Guidance and Transparency Rule 5.6.1R, Aptitude hereby notifies the market that as of 24 September 2019, Aptitude's issued share capital consists of 55,641,593 New Ordinary Shares with voting rights and 63,590,392 B Shares with no voting rights (except in certain limited circumstances).
There are no New Ordinary Shares held in Treasury.
The above figure (55,641,593) may be used by Shareholders (and others with notification obligations) as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, Aptitude under the FCA's Disclosure Guidance and Transparency Rules.
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.
Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting as corporate broker and financial adviser exclusively for the Company in connection with the Return of Value and/or other matters set out in this announcement and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Investec nor for providing any advice in relation to the Return of Value or the contents of this announcement or any transaction, arrangement or matter referred to herein.
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.
