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
8.00 a.m., 25 September 2019
Aptitude Software Group plc
("Aptitude" or the "Company")
Purchase Offer for B Shares
Further to the publication on 3 September 2019 of the explanatory circular regarding the B Share Scheme and the Share Consolidation (the "Circular"), the passing of all the required resolutions at Aptitude's General Meeting on 23 September 2019 and the issue and allotment of the B Shares on 24 September 2019, Investec Bank plc (or a subsidiary thereof) ("Investec") (acting as principal, and not as agent, nominee or trustee for Aptitude) has agreed with Aptitude to make the B Share Purchase Offer in accordance with the Circular and the terms of the Purchase Offer Deed.
Accordingly, Investec acting as principal (and not as agent, nominee or trustee for Aptitude), hereby makes an offer to purchase all of the B Shares (being 63,590,392 B Shares) for an amount of 73 pence per B Share (free of all expenses and commissions) in accordance with the Circular and the terms of the Purchase Offer Deed. In accordance with the articles of association of the Company, any one of the Directors and the Company Secretary of Aptitude is irrevocably authorised to accept the B Share Purchase Offer on behalf of holders of the B Shares and no holders of B Shares are separately able to accept or reject the B Share Purchase Offer. In addition, any one of the Directors or the Company Secretary of Aptitude is irrevocably authorised following such acceptance to direct, on behalf of the holders of the B Shares, that the Single B Share Dividend anticipated to be declared by Aptitude is paid directly to Investec. A further announcement will be made following the acceptance of the B Share Purchase Offer.
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, 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.
