Publication of Circular and Notice of GM

RNS Number : 9682K

Aptitude Software Group PLC

03 September 2019

 

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

3 September 2019

Aptitude Software Group plc

("Aptitude" or the "Company")

Publication of Circular and Notice of General Meeting

As announced by the Company on 28 June 2019, Aptitude is proposing to return 73 pence per ordinary share in the Company, representing approximately £46.4 million in total, paid to holders of Existing Ordinary Shares (and holders of any further shares issued prior to the record date).

The Return of Value is to be implemented by way of a B share scheme (the "B Share Scheme") requiring the issue and allotment of a new class of shares (the "B Shares") by Aptitude to shareholders in proportion to their existing holding of Aptitude ordinary shares.

Following the allotment and issue of the B Shares, 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 (the "B Share Purchase Offer").

To maintain comparability, so far as possible, between the market price of each ordinary Aptitude share before and after the Return of Value, and to reflect the value that will be returned to shareholders, it is intended that the B Share Scheme will be accompanied by a consolidation of Aptitude's existing ordinary share capital (the "Share Consolidation") at a ratio of 7 New Ordinary Shares for 8 Existing Ordinary Shares.

The B Share Scheme and Share Consolidation are subject to the approval of Aptitude's shareholders and accordingly the following documentation will shortly be published and posted to shareholders:

·      an explanatory circular regarding the B Share Scheme and the Share Consolidation, and containing a notice of general meeting (the "Circular"); and

·      the form of proxy for use at the general meeting.

Aptitude's general meeting (the "General Meeting") to approve the B Share Scheme, the Share Consolidation and associated resolutions regarding the share capital of Aptitude will be held at 9.30 am on Monday, 23 September 2019 at Old Change House, 128 Queen Victoria Street, London EC4V 4BJ.

The Circular will be submitted to the Financial Conduct Authority's National Storage Mechanism (the "NSM") and will be available for inspection on the NSM's website at http://www.morningstar.co.uk/uk/NSM. The Circular will also be available for viewing on Aptitude's website at www.aptitudesoftware.com.

Expected timetable of events:

	2019
Record date for interim dividend	6.00 pm on Friday, 6 September
Latest time and date for receipt of Forms of Proxy and CREST Proxy Instructions	9.30 am on Thursday, 19 September
General Meeting	9.30 am on Monday, 23 September
Latest time and date for dealings in Existing Ordinary Shares	4.30 pm on Monday, 23 September
Record Time	6.00 pm on Monday, 23 September
Existing Ordinary Share register closed and Existing Ordinary Shares disabled in CREST	6.00 pm on Monday, 23 September
Record time for entitlement to B Shares and the Share Consolidation	6.00 pm on Monday, 23 September
Cancellation of listing of Existing Ordinary Shares	before 8.00 am on Tuesday, 24 September
Admission Date	8.00 am on Tuesday, 24 September
New Ordinary Shares admitted to the Official List and to trading on the London Stock Exchange	8.00 am on Tuesday, 24 September
B Shares issued equal to number of Existing Ordinary Shares held at the Record Time	Tuesday, 24 September
CREST accounts credited with New Ordinary Shares	as soon as possible on Tuesday, 24 September
Investec makes the B Share Purchase Offer by means of a Regulatory Information Services announcement	8.00 am on Wednesday, 25 September
Purchase of B Shares by Investec to be accepted on behalf of the B shareholders	before 9.00 am on Thursday, 26 September
Single B Share Dividend to be declared	before 9.00 am on Thursday, 26 September
Single B Share Dividend to be paid to Investec and B Shares to automatically reclassify as Deferred Shares	before 5.00 pm on Thursday, 26 September
Investec to be registered as the holder of the Deferred Shares	estimated date Wednesday, 2 October
Company repurchases and cancels Deferred Shares	estimated date Thursday, 3 October
Despatch of payments and CREST accounts credited in respect of interim dividend	Friday, 4 October
Despatch of share certificates in respect of New Ordinary Shares	by Thursday, 10 October
Despatch of payments and CREST accounts credited in respect of proceeds from sale of fractional entitlements arising as a result of the Share Consolidation	by Thursday, 10 October
Despatch of payments and CREST accounts credited in respect of proceeds from the sale of the B Shares following the B Share Purchase Offer	by Thursday, 10 October

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. All references to time in this announcement are to London time.

This announcement introduces the proposals contained in the Circular, which should be read by shareholders before taking a decision. The announcement is not a summary of the proposals and should not be regarded as a substitute for reading the Circular.

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.

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.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own financial or tax advice immediately from your stockbroker, bank manager, fund manager, solicitor, accountant, tax advisor or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from any appropriately authorised independent financial adviser.

 

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