Aptitude Software Group PLC Acceptance of the B Share Purchase Offer (7580N)
September 26 2019 - 3:30AM
UK Regulatory
TIDMAPTD
RNS Number : 7580N
Aptitude Software Group PLC
26 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
26 September 2019
Aptitude Software Group plc
("Aptitude" or the "Company")
Acceptance of the B Share Purchase Offer and declaration of the
Single B Share Dividend
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 Company's announcement
yesterday, 25 September 2019, that Investec Bank plc (or a
subsidiary thereof) ("Investec") (acting as principal, and not as
agent, nominee or trustee for Aptitude) has made the B Share
Purchase Offer, Aptitude announces that the B Share Purchase Offer
has been accepted by a Director of Aptitude on behalf of the
holders of the B Shares and that accordingly the B Shares have been
purchased by Investec (acting as principal, and not as agent,
nominee or trustee for Aptitude) from the relevant Shareholders 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.
Payments are expected to be despatched and CREST accounts
credited by 10 October 2019 in respect of proceeds from the sale of
the B Shares purchased by Investec.
Single B Share Dividend
Following acceptance of the B Share Purchase Offer, Aptitude
announces that the Single B Share Dividend has been declared and
that payment of the Single B Share Dividend has been directed by a
Director of Aptitude to be paid to Investec and such payment will
shortly be made.
Following payment of the Single B Share Dividend, in accordance
with Aptitude's Articles of Association, all of the B Shares will
be automatically reclassified as Deferred Shares.
The Deferred Shares will not be listed and carry extremely
limited rights. It is intended that all of the Deferred Shares
(being 63,590,392 Deferred Shares) will be repurchased by Aptitude
from Investec, in accordance with the terms of the Option Agreement
as described in the Circular. Upon their repurchase by Aptitude,
all of the Deferred Shares will be cancelled.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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