REG - Aptitude Software - Form 8 (OPD) - Aptitude Software Group PLC

Aptitude SoftwareAnnouncement

16/04/2026 13:00

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RNS Number : 8008A  Aptitude Software Group PLC  16 April 2026

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Aptitude Software Group plc
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Aptitude Software Group plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         15 April 2026

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          No
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          7 1/3p Ordinary

                                                                      Interests      Short positions

                                                                      Number  %      Number    %
 (1) Relevant securities owned and/or controlled:                     Nil     Nil    Nil       Nil
 (2) Cash-settled derivatives:                                        Nil     Nil    Nil       Nil

 (3) Stock-settled derivatives (including options) and agreements to  Nil     Nil    Nil       Nil
 purchase/sell:
                                                                      Nil     Nil    Nil       Nil

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   None
 Details, including nature of the rights concerned and relevant percentages:  None

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 (i)         Interest in ordinary shares held by the directors of
 Aptitude Software Group plc, their close relatives and related trusts:

Director        Number of Aptitude Software Group plc ordinary shares held  Percentage of Aptitude Software Group plc's total issued share capital (per
                                       cent.)(1)
 Ivan Martin     225,000                                                     0.41%
 Sara Dickinson  Nil                                                         Nil
 Alex Curran     11,923                                                      0.02%
 Paula Dowdy     Nil                                                         Nil

 

 Notes:

 (1) - Percentages are rounded down to two decimal places.

 (ii)         Interests held as options or awards under the share plans
 of Aptitude Software Group plc by the directors of Aptitude Software Group plc
 and their close relatives and related trusts who are not exempt from principal
 traders for the purposes of Rule 8 of the Code:

Name         Number of ordinary shares under option/award  Type of award/share plan  Grant date         Exercise price  Vesting date       Lapse date
 Alex Curran  121,215                                       Long term incentive plan  6 September 2023   0.0733p         6 September 2026   15 March 2027
        110,739                                       Long term incentive plan  5 September 2024   0.0733p         5 September 2027   15 March 2028

        126,507                                       Long term incentive plan  18 September 2025  0.0733p         18 September 2028  15 March 2029

        2,033                                         Deferred Bonus            29 April 2024      Nil             29 April 2026      29 April 2034

        4,838                                         Deferred Bonus            1 May 2025         Nil             1 May 2027         1 May 2035

 

 (iii)        Interests held by other persons presumed to be acting in
 concert with Aptitude Software Group plc:

Name                                                            Number of ordinary shares  Percentage of Aptitude Software Group plc's total issued share capital (per
                                               cent.)(1)
 Aptitude Software Group plc Employee Benefit Trust (the "EBT")  1,000,558                  1.84%

 

 Notes:

 (1) - Percentages are rounded down to two decimal places.

 

Notes:

(1) - Percentages are rounded down to two decimal places.

 

(ii)         Interests held as options or awards under the share plans
of Aptitude Software Group plc by the directors of Aptitude Software Group plc
and their close relatives and related trusts who are not exempt from principal
traders for the purposes of Rule 8 of the Code:

 

 Name         Number of ordinary shares under option/award  Type of award/share plan  Grant date         Exercise price  Vesting date       Lapse date
 Alex Curran  121,215                                       Long term incentive plan  6 September 2023   0.0733p         6 September 2026   15 March 2027
              110,739                                       Long term incentive plan  5 September 2024   0.0733p         5 September 2027   15 March 2028

              126,507                                       Long term incentive plan  18 September 2025  0.0733p         18 September 2028  15 March 2029

              2,033                                         Deferred Bonus            29 April 2024      Nil             29 April 2026      29 April 2034

              4,838                                         Deferred Bonus            1 May 2025         Nil             1 May 2027         1 May 2035

 

(iii)        Interests held by other persons presumed to be acting in
concert with Aptitude Software Group plc:

 

 Name                                                            Number of ordinary shares  Percentage of Aptitude Software Group plc's total issued share capital (per
                                                                                            cent.)(1)
 Aptitude Software Group plc Employee Benefit Trust (the "EBT")  1,000,558                  1.84%

 

Notes:

(1) - Percentages are rounded down to two decimal places.

 

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  16 April 2026
 Contact name:        Simon Kelly
 Telephone number:    +44 (0)20 3687 3200

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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