Strategic Review and Formal Sale Process

Aptitude Software Group PLC

08 April 2026

 

THIS IS AN ANNOUNCEMENT MADE UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION BY ANY PARTY TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE FOR APTITUDE SOFTWARE GROUP PLC, NOR AS TO THE TERMS ON WHICH ANY OFFER MAY BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

8 April 2026

Aptitude Software Group plc

("Aptitude", the "Company" or, together with its subsidiary undertakings, the "Group")

Launch of Strategic Review, including a Formal Sale Process, Extension of Chairman's tenure and

Suspension of Share Buyback

Aptitude Software Group plc (LSE:APTD), the market-leading provider of finance transformation software solutions, specialising in fully autonomous AI-enabled finance, announces that its board of directors (the "Board") has decided to conduct a review of the various strategic options available to the Group (the "Strategic Review"), including the launch of a formal sale process, to maximise value for shareholders, employees and other stakeholders.

The launch of the Strategic Review is supported by a number of major shareholders of the Company.

As set out in the Company's full year results, announced today, solid strategic and operational progress has been made during 2025, with Aptitude securing a number of notable wins and expansions across its software portfolio, alongside an increase in partner-led delivery and go-to-market activity.

In an environment where AI is accelerating the adoption of autonomous, best-of-breed software, the Board believes there is a clear opportunity to drive faster growth and adoption of Fynapse, Aptitude's intelligent finance data management and accounting platform. The Board believes that further resources are now required to advance the adoption of the Group's technologies, particularly Fynapse, and to operate at greater scale.

The Board is mindful of the increased risks associated with a rapidly evolving market, particularly in the context of ongoing geopolitical and macroeconomic uncertainty, reinforcing the importance of taking a structured and considered approach to assessing the options available to the Group, alongside engagement with a range of potentially interested parties.

Background

The Board believes there is a significant market opportunity for the Group, underpinned by its leading position in finance transformation software solutions and its specialisation in fully autonomous AI-enabled finance, as evidenced by the continued momentum of its Fynapse solution in particular, with a focus on clients in the Financial Services, Technology, Media and Telecoms sectors.

The Board's belief is supported by the strengthening of the Group's sales pipeline during FY25, with overall pipeline value growing approximately 65% year-on-year and later stage pipeline expanding further, providing improved visibility into FY26. Fynapse-led opportunities now account for 84% of FY26 pipeline, and this momentum has continued despite macroeconomic headwinds, with two new Fynapse contracts secured in the first quarter of FY26.

The Board is also seeing the emergence of a new category - Finance ERP - driven by the market's need for real-time, AI-enabled finance systems that can operate alongside existing ERP platforms. Organisations are increasingly seeking to separate financial data, control and decisioning from operational systems, creating a clear opportunity for a modular, finance-focused layer. The Board believes Fynapse is well positioned to address this need, having been designed as an AI-native system-of-record, delivering real-time, finance-grade data, embedded controls and real-time orchestration. This positioning provides the Group with long-term defensibility and differentiation as enterprises need trusted data foundations for AI-driven finance.

Realising this opportunity at scale and transitioning from steady to higher growth, while maintaining Fynapse's advantage, requires continued investment to accelerate the evolution of the proposition, strengthen its capabilities, and position it as the go-to finance-grade system of record.

Launch of Strategic Review, suspension of share buyback programme and extension of Non-Executive Chairman's tenure

The Board has determined that it is now appropriate to undertake a review of its options to maximise value for its shareholders and other stakeholders. The Strategic Review will cover a range of options with a number of potential outcomes, including but not limited to:

·	raising additional equity capital from the Group's existing shareholders, new investors and/or strategic partners to support further development and commercialisation of the Group's Fynapse solution;
·	seeking a strategic partner to support the Group's growth and provide additional financial resources;
·	a sale of the Company's eSuite, and/or IFRS Rules compliance engines, in order to fund further development and commercialisation of the Group's Fynapse solution;
·	the sale of the Company which would be conducted under the framework of a "Formal Sale Process" in accordance with Note 2 of Rule 2.6 of the Takeover Code; and
·	the continued review of the Group's strategy, cost base and allocation of cash resources, including moving non-core portfolio components of the Group into maintenance, enabling a reallocation of investment towards higher growth contributors, alongside improving value and margins.

The Board will undertake the Strategic Review in a timely and structured manner, evaluating merits of each of the outcomes above, and potentially others that may arise, in defining the future corporate strategy for the Group.

Whilst the Board undertakes the Strategic Review, the Company's share buyback programme will be suspended to maintain flexibility in capital allocation.

As announced on 1 October 2024, Ivan Martin, Non-Executive Chairman, was due to step down from the Board following the 2026 AGM. The Board has concluded that, given today's announcement of the Strategic Review, it is appropriate that Ivan Martin extends his tenure as Non-Executive Chairman until the conclusion of the Strategic Review. Subject to the outcome of the Strategic Review, the Board will continue with the recruitment process for a new Chair.

Launch of Formal Sale Process and Takeover Code considerations

The Strategic Review will be undertaken under the mechanism referred to in the Takeover Code as a "formal sale process" (the "Formal Sale Process").

The Company has appointed Raymond James Financial International Limited ("Raymond James") as financial adviser solely for the purposes of the Strategic Review and Formal Sale Process. Parties interested in submitting an expression of interest should first contact Raymond James using the contact details below. It is currently expected that any party interested in submitting any form of proposal for consideration in connection with the Strategic Review (including within the Formal Sale Process) will, at the appropriate time, enter into a non-disclosure agreement and standstill arrangement with the Company on terms satisfactory to the Board and on the same terms, in all material respects, as other interested parties before being permitted to participate in the process. The Company then intends to provide such interested parties with certain information on its business, following which interested parties shall be invited to submit their proposals. The Company will update the market in due course.

The Board reserves the right to alter or terminate any aspect of the process as outlined above at any time, and to reject any approach or terminate discussions with any interested party at any time, and in such cases will make an announcement as appropriate.

As at the date of this announcement, the Company has not received an indicative offer for the sale of the Company, but the Board confirms that the Company has held preliminary discussions with a small number of counterparties. These discussions remain at an early stage. The Company will make further announcements as appropriate. The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any party participating in the Formal Sale Process will not be required to be publicly identified under Rules 2.4(a) or (b) and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Takeover Code for so long as it is participating in the process.

Following this announcement, the Company is now considered to be in an "offer period" as defined in the Takeover Code, and the dealing disclosure requirements of Rule 8 of the Takeover Code will apply.

Shareholders are advised that this announcement does not represent a firm intention by any party to make an offer under Rule 2.7 of the Takeover Code and there can be no certainty that any offers will be made as a result of the Formal Sale Process, that any sale, strategic investment or other transaction will be concluded, nor as to the terms on which any offer, strategic investment or other transaction may be made.

The person responsible for making this announcement on behalf of the Company is Alex Curran, Chief Executive Officer of the Company.

For further information please contact:

Aptitude Software Group plc Ivan Martin, Non-Executive Chairman Alex Curran, Chief Executive Officer	via Raymond James
Raymond James (Financial Adviser) Junya Iwamoto	[phone]
Canaccord Genuity (Corporate Broker) Simon Bridges Andrew Potts	[phone]
Alma Strategic Communications (Financial PR Adviser) Caroline Forde Hilary Buchanan	[phone]

About Aptitude

Aptitude provides software solutions that deliver fully autonomous finance to enable its clients to drive growth, efficiency and sustainability. Fynapse is Aptitude's intelligent finance data management and accounting platform designed to increase productivity and lower costs for finance teams globally. Fynapse provides a single view of finance and business data, unparalleled performance and automation, faster and better insights, user-friendly functionality and market-leading total cost of ownership.

IMPORTANT NOTICES

Financial adviser

Raymond James, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no one else in connection with this announcement and the matters referred to herein and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement and the matters referred to herein. Neither Raymond James nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Raymond James in connection with this announcement or any matter referred to herein or otherwise.

General

This announcement is for information purposes only. It does not constitute an offer or form part of any offer or an invitation to purchase, subscribe for, sell or issue any securities or a solicitation of any offer to purchase, subscribe for, sell or issue any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The distribution of this announcement in 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.

Disclosure requirements of the Takeover Code

Rule 8.3 disclosure

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Takeover Code, the Company confirms that, as at 7 April 2026 being the latest practicable business day prior to the date of this announcement, it has 55,246,064 ordinary shares of 7 1/3 pence each ("Ordinary Shares") in issue, of which 725,000 were held in treasury. Therefore, the total number of ordinary shares with voting rights was 54,521,064. The International Securities Identification Number for the Ordinary Shares is GB00BJV2F804.

Rule 26.1 disclosure

Pursuant to Rule 26.1 of the Takeover Code, a copy of this announcement will be available free of charge at the Company's website at www.aptitudesoftware.com/investor-relations/.com promptly following its publication and in any event by no later than 12 noon on the following business day.

For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

 

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