21 March 2024
Aptitude Software Group
plc
("Aptitude", "the
"Company" or "Group")
Share buyback
programme
Aptitude (LSE: APTD), a market-leading provider
of finance transformation software solutions, specialising in
delivering fully autonomous finance, is pleased to announce that,
in accordance with its Capital Allocation Policy, it is commencing
a share buyback programme to return up to £20 million to
shareholders over the next three financial years (the "Share Buyback Programme").
Capital
Allocation Policy
Aptitude aims to deliver high returns to
shareholders through targeting sustainable profit growth and strong
free cash flow. The Group invests in developing its business driven
by its focus on Autonomous Finance, while maintaining robust
liquidity to manage the working capital cycle. Aptitude's capital
allocation priorities are as follows:
Managing
working capital - The first priority of the
Group is to maintain sufficient cash reserves to manage the annual
working capital cycle, while maintaining an appropriate level of
net funds. A level of net cash no less than 1.5 x adjusted EBITDA
is the Group's stated minimum.
Investment for organic growth -
The Group continues to invest in the organic
growth of the business including the need to continue to invest in
our people and technology and through capital expenditure where
required.
Maintenance of
the Group's progressive dividend - The Group is
committed to provide progressive dividends to shareholders, and
this remains the preferred method to return cash to shareholders
without impacting on the investment required to grow the
business
Enhanced
returns to shareholders - As the Group
continues to generate excess cash after the above priorities, the
Group will look to make enhanced returns to shareholders
While the above framework is
intended to guide decision making for the allocation of capital,
the Board may choose to exercise discretion in its application
should there be a business requirement.
The Share
Buyback Programme
The Share Buyback Programme will initially be
for on market purchases of up to £6 million worth of ordinary
shares in the Company (the "Maximum Monetary Amount") carried out
on the London Stock Exchange and any other UK recognised investment
exchange and in accordance with certain pre-set parameters (the
"Share
Buyback").
Any purchases of ordinary shares by the Company
in relation to this announcement will be effected within certain
pre-set parameters and in accordance with (and subject to the
limits prescribed by) the Company's general authority to repurchase
ordinary shares granted by its shareholders from time to time (at
the Company's AGM on 17 May 2023, shareholders gave the Company
authority to purchase a maximum of 5,733,761 ordinary shares,
equivalent to 10 per cent. of its issued share capital as at 20
March 2023) (the "General
Authority"), the UK Companies Act, the Market Abuse
Regulation 596/2014 (as it forms part of UK law pursuant to the
European Union (Withdrawal) Act 2018) (the "Regulations") and Chapter 12 of the
Financial Conduct Authority's Listing Rules.
Aptitude has entered into arrangements with
Canaccord Genuity Limited ("Canaccord Genuity") (the "Broker") to conduct the Share Buyback
Programme on its behalf on a broker-managed basis in relation to
the purchase of ordinary shares of Aptitude (the "Shares") (within certain defined
parameters).
The Broker will make trading decisions in
relation to Shares purchased under the Share Buyback Programme
independently of, and uninfluenced by, Aptitude.
Further
details of the Share Buyback Programme
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The purpose of the Share Buyback Programme is
to reduce the share capital of the Company and to return capital to
those shareholders wishing to participate in the Share
Buyback.
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The Share Buyback will be financed from
existing cash resources.
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The aggregate number of Shares acquired by the
Company pursuant to the Share Buyback shall not exceed the maximum
number of ordinary shares which the Company is authorised to
purchase pursuant to the General Authority, set out
above.
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In accordance with the General Authority, the
maximum price (exclusive of expenses) which may be paid for each
Share is an amount equal to the higher of (i) 105 per cent of the
average of the middle market quotations for a Share as derived from
the London Stock Exchange Daily Official List for the five business
days immediately preceding the day on which the Company agrees to
buy the shares concerned; and (ii) the higher of the price of the
last independent trade of any Share and the highest current
independent bid for a Share in the trading venue where the purchase
is carried out. Furthermore, in accordance with the General
Authority, the minimum price which may be paid for each Share is 7
1/3 pence.
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It is intended that the Share Buyback Programme
will be conducted within the volume limits of the exemption
contained in Article 5(1) of the Regulation. However, given the
limited liquidity in the Shares, the Company has agreed that, on
any trading day, a buy-back of Shares under the Share Buyback
Programme may exceed 25 per cent. but remain below 50 per cent. of
the average daily trading volume in the Shares in the 20 trading
days preceding the date on which a buy-back of Shares is carried
out. Accordingly, the Company may not benefit from the exemption
contained in the Regulations with respect to such trading
dates.
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The Share Buyback will commence on the date of
this announcement and is anticipated to end at the earlier of the
2025 annual general meeting or until the number of Shares equal to
the Maximum Monetary Amount have been purchased under the Share
Buyback or the process is terminated or paused.
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The purchased Shares will be held by the
Company in treasury for later reissue or cancellation, at the
Company's discretion. Shares held in treasury are, subject to the
Companies Act 2006, not entitled to distributions or dividends and
the rights and obligations of such shares shall be suspended
(including any voting rights at the Company general
meetings).
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Share buybacks will take place in open market
transactions and may be made from time to time depending on market
conditions, share price and trading volume. There is no certainty
that any buybacks will be completed. The Share Buyback may be
paused at any time if deemed appropriate by the Broker with respect
to market conditions.
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Purchases may continue under the Share Buyback
Programme during any closed period to which the Company is subject.
The Company confirms it is not in a close period and currently has
no other unpublished inside information.
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There is no guarantee that the Share Buyback
Programme will be implemented in full or that any purchases will be
made. The Company reserves the right to bring a halt to the Share
Buyback Programme under circumstances that it deems to be
appropriate and in accordance with relevant law and
regulation.
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As at 20 March 2024, the Company's total issued
share capital consisted of 57,337,611 Ordinary Shares, with one
voting right per share. As at this date, the Group did not hold any
Shares in treasury. Therefore, the total number of voting rights in
the Group is 57,337,611.
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The Company will make further regulatory
announcements in respect of repurchases of Shares as required by
applicable laws and regulations, including UK MAR and the Listing
Rules.
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The Board has determined that the commencement
of this Share Buyback Programme is in the best interests of the
Company and its shareholders.
Aptitude
Software Group plc
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020-3687-3200
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Ivan Martin,
Chairman
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Alex Curran, Chief Executive Officer
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Mike Johns, Chief Financial Officer
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Canaccord
Genuity Limited
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020-7523-8000
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Simon Bridges / Andrew Potts
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Alma Strategic
Communications
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Caroline Forde / Hilary
Buchanan
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020-3405-0205
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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.
This announcement contains
forward-looking statements based on current expectations and
assumptions. Various known and unknown risks, uncertainties and
other factors may cause actual results to differ from future
results or developments expressed or implied from the
forward-looking statements. Each forward-looking statement speaks
only as of the date of this document. Aptitude accepts no
obligation to revise or update these forward-looking statements
publicly or adjust them to future events or developments, whether
as a result of new information, future events or otherwise, except
to the extent legally required.