Completion of sale of Microgen Financial Systems
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 OF THAT JURISDICTION
28 June 2019
Aptitude Software Group plc
("Aptitude Software", "Company" or "Group")
Completion of sale of Microgen Financial Systems Limited and proposed return of value to shareholders of approximately £45 million
Aptitude Software Group plc, today announces the completion of the disposal of Microgen Financial Systems Limited (the "Disposal"). The Disposal is a major milestone in the Group's long-term strategy and signals the start of a new era in which there is a total focus on Aptitude Software and the specialist provision of powerful financial management software to large global enterprises.
The proposed Disposal was announced on 30 May 2019 and approved by shareholders at the general meeting held on 24 June 2019. The Disposal has now completed and the aggregate cash consideration of £51.4 million has been received by the Company.
As stated in the announcement on 30 May 2019, the Board intends to return a significant majority of the net cash proceeds from the Disposal. It is now confirmed that the Board proposes to return 73 pence per ordinary share in the Company, representing approximately £45 million in total, paid to holders of existing ordinary shares (and holders of any further shares issued prior to the record date). After considering the scale of the proceeds to be returned and the balance of shareholder preference, the Board proposes to implement the return of value by way of a B share scheme which should enable all shareholders to participate equally in the return of value.
The B share scheme will involve the issue and allotment of a new class of shares (the "B Shares") by the Company to shareholders in proportion to their existing holding of ordinary shares in the Company. Following the allotment and issue of the B Shares, it is expected that Investec Bank plc (or a subsidiary thereof) (acting as principal, and not as agent, nominee or trustee for the Company) will make an offer to purchase all of the B Shares, free of all expenses and commissions. The B Shares will neither be admitted to the Official List nor to trading on the London Stock Exchange's Main Market for listed securities nor will they be admitted to trading on any other recognised investment exchange. The B Shares will have limited rights and no share certificates will be issued in respect of the B Shares and no CREST accounts will be credited with B Shares.
In order to maintain comparability (subject to normal market fluctuations) between the market price of each ordinary share in the Company 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 the Company's existing ordinary share capital at a ratio that will be proposed by the Board of directors of the Company based on the prevailing market price per share at the relevant time. The B share scheme and share consolidation will be subject to the approval of the Company's shareholders.
A circular containing details of the proposals for the B share scheme and share consolidation, together with the notice of general meeting of the Company's shareholders to pass resolutions to give effect to the proposals (the "General Meeting") is expected to be posted to shareholders in July 2019 with the General Meeting expected to be held in August 2019. It is also expected that, subject to shareholder approval, completion of the return of value and the associated share consolidation will take place shortly following the General Meeting.
Enquiries:
Aptitude Software Group plc
Philip Wood 020 7496 8196
www.aptitudesoftwaregroup.com
IMPORTANT NOTICE
This announcement has been issued by and is the sole responsibility of Aptitude Software. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to this announcement or otherwise.
This announcement has been prepared in accordance with English law, the EU Market Abuse Regulation and the Disclosure Guidance and Transparency Rules of the UKLA and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
The release, publication or distribution of this announcement in, into or from jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
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