Aptitude Software Group PLC Return of Value and Result of GM (3258N)
23 September 2019 - 10:50PM
UK Regulatory
TIDMAPTD
RNS Number : 3258N
Aptitude Software Group PLC
23 September 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
23 September 2019
Aptitude Software Group plc
("Aptitude" or the "Company")
Return of Value and Result of General Meeting
Further to the circular posted to Shareholders on 3 September
2019 (the "Circular"), Aptitude announces that at the General
Meeting held earlier today to approve the B Share Scheme, the Share
Consolidation and certain associated resolutions regarding the
share capital of Aptitude, all resolutions proposed to Shareholders
set out in the Notice of General Meeting, dated 3 September 2019,
were duly passed.
Accordingly, Aptitude announces that the B Shares will be issued
and the Share Consolidation will become effective on Tuesday, 24
September 2019. The record time for entitlement to the B Shares and
the Share Consolidation will be 6.00 p.m. on Monday, 23 September
2019. A further announcement will be made on Tuesday, 24 September
2019 regarding the issue of the B Shares.
Details of the proxy votes received are as follows:
Resolution Number % of Votes Number % of Number % of
Name of Votes For of Votes Votes of Votes Votes
For Against Against Withheld Withheld
Amendment of
Articles of
1 Association 54,589,891 99.999% 576 0.001% 0 0.000%
---------------------- ----------- ----------- ---------- --------- ---------- ----------
Issue of B
Shares and
related Share
2 Consolidation 54,589,891 99.999% 576 0.001% 0 0.000%
---------------------- ----------- ----------- ---------- --------- ---------- ----------
Approval of
the terms of
the Option
3 Agreement 54,589,891 99.999% 576 0.001% 0 0.000%
---------------------- ----------- ----------- ---------- --------- ---------- ----------
Authority to
4 allot securities 54,589,891 99.999% 576 0.001% 0 0.000%
---------------------- ----------- ----------- ---------- --------- ---------- ----------
General authority
to disapply
pre-emption
5 rights 54,588,431 99.998% 1128 0.002% 908 0.002%
---------------------- ----------- ----------- ---------- --------- ---------- ----------
Additional
authority to
disapply pre-emption
rights for
purposes of
acquisitions
or capital
6 investments 54,588,339 99.998% 1128 0.002% 1000 0.002%
---------------------- ----------- ----------- ---------- --------- ---------- ----------
Note: A 'vote withheld' is not a vote in law and is not counted
in the proportion of votes 'for' or 'against' a resolution. All
percentages are calculated to two decimal places.
In accordance with Listing Rule 9.6.2R, a copy of the
resolutions passed at the General Meeting will be submitted to the
FCA via the National Storage Mechanism and will shortly be
available for inspection at www.morningstar.co.uk/uk/NSM.
Share Consolidation
The latest time and date for dealings in Existing Ordinary
Shares is 4.30 p.m. today, 23 September 2019 and the Record time
for entitlement to B Shares and the Share Consolidation is 6.00
p.m. today, 23 September 2019.
The Company's issued share capital consists of 63,590,392
Existing Ordinary Shares. The Share Consolidation will replace
every 8 Existing Ordinary Shares with 7 New Ordinary Shares.
Application has been made to the FCA to amend the Official List and
to the LSE for an amendment to trading to reflect the Share
Consolidation. It is expected that the 55,641,593 New Ordinary
Shares resulting from the Share Consolidation will commence trading
on the LSE at 8.00 a.m. on Tuesday, 24 September 2019. The New
Ordinary Shares will have an ISIN of GB00BJV2F804 and a SEDOL of
BJV2F80.
Enquiries:
Aptitude Software Group plc
Georgina Sharley, Company Secretary: 0203 880 7100
www.aptitudesoftware.com
Important Notices
Capitalised terms used in this announcement which are not
otherwise defined in this announcement have the same meaning as in
the Circular, which is available at
http://www.morningstar.co.uk/uk/NSM and on the Aptitude's website
at www.aptitudesoftware.com. All references to time in this
announcement are to London time.
The release, publication or distribution of this announcement
into jurisdictions other than the United Kingdom may be restricted
by law and therefore any persons who are subject to the law of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any such restrictions.
This announcement does not constitute or form part of any offer
or invitation to purchase, otherwise acquire, subscribe for, sell,
otherwise dispose of or issue, or any solicitation of any offer to
sell, otherwise dispose of, issue, purchase, otherwise acquire or
subscribe for, any security. This announcement does not constitute
an invitation to participate in the B Share Scheme in or from any
jurisdiction in or from which, or to or from whom, it is unlawful
to make such offer under applicable securities laws or otherwise or
where such offer would require a prospectus to be published.
Neither this announcement, nor any other document issued in
connection with the proposed return of cash to Shareholders, may be
issued or distributed to any person except under circumstances
which do not constitute an offer to the public under applicable
securities laws.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROMLJMTTMBITBPL
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