Aptitude Regulatory News (APTD)

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

26 September 2019

Aptitude Software Group plc

("Aptitude" or the "Company")

Acceptance of the B Share Purchase Offer and declaration of the Single B Share Dividend

Further to the publication on 3 September 2019 of the explanatory circular regarding the B Share Scheme and the Share Consolidation (the "Circular") and the Company's announcement yesterday, 25 September 2019, that Investec Bank plc (or a subsidiary thereof) ("Investec") (acting as principal, and not as agent, nominee or trustee for Aptitude) has made the B Share Purchase Offer, Aptitude announces that the B Share Purchase Offer has been accepted by a Director of Aptitude on behalf of the holders of the B Shares and that accordingly the B Shares have been purchased by Investec (acting as principal, and not as agent, nominee or trustee for Aptitude) from the relevant Shareholders for an amount of 73 pence per B Share (free of all expenses and commissions) in accordance with the Circular and the terms of the Purchase Offer Deed.

Payments are expected to be despatched and CREST accounts credited by 10 October 2019 in respect of proceeds from the sale of the B Shares purchased by Investec.

Single B Share Dividend

Following acceptance of the B Share Purchase Offer, Aptitude announces that the Single B Share Dividend has been declared and that payment of the Single B Share Dividend has been directed by a Director of Aptitude to be paid to Investec and such payment will shortly be made.

Following payment of the Single B Share Dividend, in accordance with Aptitude's Articles of Association, all of the B Shares will be automatically reclassified as Deferred Shares.

The Deferred Shares will not be listed and carry extremely limited rights. It is intended that all of the Deferred Shares (being 63,590,392 Deferred Shares) will be repurchased by Aptitude from Investec, in accordance with the terms of the Option Agreement as described in the Circular. Upon their repurchase by Aptitude, all of the Deferred Shares will be cancelled.

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.

Investec, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting as corporate broker and financial adviser exclusively for the Company in connection with the Return of Value and/or other matters set out in this announcement and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Investec nor for providing any advice in relation to the Return of Value or the contents of this announcement or any transaction, arrangement or matter referred to herein.

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.