REG - Aptitude Software - Share buyback programme

Aptitude SoftwareAnnouncement

21/03/2024 07:15

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RNS Number : 6939H  Aptitude Software Group PLC  21 March 2024

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

 ·             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.
 ·             The Share Buyback will be financed from existing cash resources.
 ·             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.
 ·             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.
 ·             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.
 ·             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.
 ·             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).
 ·             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.
 ·             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.
 ·             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.
 ·             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.
 ·             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.

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                                  020-3687-3200
 Ivan Martin, Chairman
 Alex Curran, Chief Executive Officer
 Mike Johns, Chief Financial Officer

 Canaccord Genuity Limited                                    020-7523-8000
 Simon Bridges / Andrew Potts

 Alma Strategic Communications
 Caroline Forde / Hilary Buchanan                             020-3405-0205

 

 

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.

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