Strategic Review and Formal Sale Process

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.

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:

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.

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.

Financial adviser

General

Rule 8.3 disclosure

Rule 2.9 disclosure

Rule 26.1 disclosure

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