FORM 8
(OPD)
PUBLIC OPENING POSITION
DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the
Takeover Code (the "Code")
AMENDMENT OF RNS NUMBER
7816H
Please see paragraph 3(d)
below
1. KEY
INFORMATION
|
(a) Full name of
discloser:
|
Learning
Technologies Group plc
|
|
(b) Owner or controller of
interests and short positions disclosed, if different from
1(a):
The
naming of nominee or vehicle companies is insufficient. For a
trust, the trustee(s), settlor and beneficiaries must be
named.
|
N/A
|
|
(c) Name of offeror/offeree
in relation to whose relevant securities this form
relates:
Use
a separate form for each offeror/offeree
|
Learning
Technologies Group plc
|
|
(d) Is the discloser the
offeror or the offeree?
|
OFFEREE
|
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
10 October
2024
|
|
(f) In addition to the
company in 1(c) above, is the discloser making disclosures in
respect of any other party to the offer?
If it is a cash offer or
possible cash offer, state "N/A"
|
N/A
|
2. POSITIONS
OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If
there are positions or rights to subscribe to disclose in more than
one class of relevant securities of the offeror or offeree named in
1(c), copy table 2(a) or (b) (as appropriate) for each additional
class of relevant security.
(a) Interests and
short positions in the relevant securities of the offeror or
offeree to which the disclosure relates
|
Class of relevant
security:
|
0.375 pence
Ordinary
|
|
|
Interests
|
Short
positions
|
|
Number
|
%
|
Number
|
%
|
|
(1) Relevant securities owned
and/or controlled:
|
Nil
|
Nil
|
Nil
|
Nil
|
|
(2) Cash-settled
derivatives:
|
Nil
|
Nil
|
Nil
|
Nil
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
Nil
|
Nil
|
Nil
|
Nil
|
|
TOTAL:
|
Nil
|
Nil
|
Nil
|
Nil
|
All
interests and all short positions should be
disclosed.
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8
(Open Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to
subscribe for new securities
|
Class of relevant security in
relation to which subscription right exists:
|
None
|
|
Details, including nature of
the rights concerned and relevant percentages:
|
N/A
|
3. POSITIONS
OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE
DISCLOSURE
|
Details of any interests,
short positions and rights to subscribe (including directors' and
other employee options) of any person acting in concert with the
party to the offer making the disclosure:
|
|
(a) Interests held by
the directors of Learning Technologies Group plc, their close
relatives and related trusts
|
Name
|
Number of ordinary shares of
£0.00375 each
|
Percentage of issued capital
(to two decimal places)
|
|
Andrew
Brode
|
117,098,930
|
14.78%
|
|
Jonathan
Satchell
|
72,963,160
|
9.21%
|
|
Piers
Lea
|
8,546,697
|
1.08%
|
|
Leslie-Ann
Reed
|
5,220,422
|
0.66%
|
|
Kath
Kearney-Croft
|
96,782
|
0.01%
|
|
Darcey
Croft, daughter of Kath Kearney-Croft
|
18,046
|
0.00%
|
|
Aimie
Chapple
|
15,200
|
0.00%
|
(b) Interests held as
options or awards under the share plans of Learning Technologies
Group plc by the directors of Learning Technologies Group plc and
their close relatives and related trusts who are not exempt
principal traders for the purposes of Rule 8 of the
Code
Long term
incentive plan (LTIP)
|
Name
|
No. of ordinary shares under
option
|
Exercise price per share
(£)
|
Grant date
|
Vesting / exercise
period
|
|
Jonathan
Satchell
|
6,000,000
|
£0.00375
|
30 December
2021
|
Vesting:
50% on the fourth anniversary of the grant date and 50% on the
fifth anniversary of the grant date, subject to satisfaction of
performance conditions.
All awards
are subject to a holding period which will end on the fifth
anniversary of the grant date.
|
|
Kath
Kearney-Croft
|
3,000,000
|
|
Piers
Lea
|
3,000,000
|
(c) Interests and
short positions held by connected advisors of Learning Technologies
Group plc
N/A
(d) Interests of other
persons acting in concert with the Offeree and related
trusts
|
Name
|
Number of ordinary shares of
£0.00375 each
|
Percentage of issued capital
(to two decimal places)
|
|
Learning
Technologies Group (Trustee) Limited
|
179,340
|
0.02%
|
|
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
4. OTHER
INFORMATION
(a) Indemnity and
other dealing arrangements
|
Details of any indemnity or
option arrangement, or any agreement or understanding, formal or
informal, relating to relevant securities which may be an
inducement to deal or refrain from dealing entered into by the
party to the offer making the disclosure or any person acting in
concert with it:
Irrevocable commitments and
letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state
"none"
|
|
None.
|
(b) Agreements,
arrangements or understandings relating to options or
derivatives
|
Details of any agreement,
arrangement or understanding, formal or informal, between the party
to the offer making the disclosure, or any person acting in concert
with it, and any other person relating to:
(i) the voting rights
of any relevant securities under any option; or
(ii) the voting rights or
future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such
agreements, arrangements or understandings, state
"none"
|
|
None.
|
(c)
Attachments
Are
any Supplemental Forms attached?
|
Supplemental Form 8 (Open
Positions)
|
NO
|
|
Supplemental Form 8
(SBL)
|
NO
|
Date of disclosure:
|
12 December
2024
|
Contact name:
|
Claire
Walsh
|
Telephone number:
|
07503
755599
|
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service.
The
Panel's Market Surveillance Unit is available for consultation in
relation to the Code's disclosure requirements on +44 (0)20 7638
0129.
The
Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.