REG - Aptitude Software - Strategic Review and Formal Sale Process

Aptitude SoftwareAnnouncement

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RNS Number : 5386Z  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                           via Raymond James

 Ivan Martin, Non-Executive Chairman

 Alex Curran, Chief Executive Officer

 Raymond James (Financial Adviser)                     +44 (0) 20 3 798 5700

 Junya Iwamoto

 Canaccord Genuity (Corporate Broker)                  +44 (0) 20 7 523 8000

 Simon Bridges

 Andrew Potts

 Alma Strategic Communications (Financial PR Adviser)  +44 (0) 20 3 405 0205

 Caroline Forde

 Hilary Buchanan

 

 

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 +44 (0)20 7638 0129 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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