Learning Technologies Group PLC Proposed Recommended Cash Offer For NetDimensions (0320W)

TIDMLTG TIDMNETD

RNS Number : 0320W

Learning Technologies Group PLC

03 February 2017

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE 3 February 2017

PROPOSED RECOMMED CASH OFFER

LEARNING TECHNOLOGIES GROUP PLC

for

NETDIMENSIONS (HOLDINGS) LIMITED

The board of Directors of Learning Technologies Group plc ("LTG"), the integrated e-learning services and technologies provider, is pleased to announce that it has reached agreement with the board of NetDimensions (Holdings) Limited ("NetDimensions"), the integrated enterprise talent management software platform provider, on the terms of a proposed recommended all cash offer for the entire issued and to be issued share capital of NetDimensions ("Offer").

Highlights

   --      Under the terms of the Offer, NetDimensions Shareholders will be entitled to receive: 
   for each NetDimensions Share            100 pence in cash ("Offer Price") 
   --      The Offer Price represents a premium of approximately:

o 27.4 per cent. to the Closing Price of 78.5 pence per NetDimensions Share on the Latest Practicable Date;

o 118.6 per cent. to the Closing Price of 45.75 pence per NetDimensions Share on 4 October 2016, being the last Business Day prior to the announcement by NetDimensions of an unsolicited approach regarding a potential transaction; and

o 29.9 per cent. to the volume weighted average Closing Price of 77 pence per NetDimensions Share for the 30 trading days ended on the Latest Practicable Date.

   --      The entitlement to receive the Offer Price under the terms of the Offer values the Offer at approximately GBP53.6 million (on a fully diluted basis assuming a cash buy-out or cashless exercise of the outstanding "in the money" options over NetDimensions Shares).

-- LTG has received irrevocable undertakings to accept, or procure acceptance, of the Offer from those NetDimensions Directors who are also NetDimensions Shareholders (together with the trustees of trusts in which they have an interest and certain members of their families), in respect of a total of 8,964,027 NetDimensions Shares, representing approximately 17.48 per cent. of NetDimensions' issued share capital on the Latest Practicable Date. These undertakings demonstrate the strength of the commitment to and support for the Offer of those NetDimensions Directors (in their capacity as NetDimensions Shareholders) in light of the premium referred to above.

-- In addition, irrevocable undertakings to accept, or procure acceptance, of the Offer have also been received by LTG from certain NetDimensions Shareholders as set out in Appendix III to this Announcement in respect of 20,027,480 NetDimensions Shares in aggregate, representing approximately 39.06 per cent. of NetDimensions' issued share capital on the Latest Practicable Date. These undertakings will cease to be binding in circumstances where the Offer is not made to NetDimensions Shareholders by 5.00 p.m. on 21 February 2017 or if a third party announces a competing offer to acquire the entire issued share capital of NetDimensions which is at a price equal to or greater than 110 pence per NetDimensions Share.

-- Accordingly, LTG has received irrevocable undertakings to accept, or procure acceptance of, the Offer in respect of a total of 28,991,507 NetDimensions Shares representing, in aggregate, approximately 56.54 per cent. of NetDimensions' issued share capital on the Latest Practicable Date.

-- LTG is also pleased to announce a proposed placing to raise approximately GBP46.5 million by way of a conditional placing of up to 124,000,000 Placing Shares at a price of 37.5 pence per ordinary share with existing and new institutional investors and certain Directors. The Placing Shares to be issued pursuant to the Placing, assuming that it is fully subscribed, will represent approximately 22.74 per cent. of LTG's enlarged issued share capital on the Latest Practicable Date.

-- The Offer is conditional upon completion of the Placing, with the balance of the Offer to be funded by a GBP5 million facility from LTG's Chairman Andrew Brode and the remainder by a GBP3.5 million overdraft from Barclays Bank PLC. The Offer is also conditional upon the consent of Barclays Bank PLC and, inter alia, LTG not being in breach of its existing banking facilities with Barclays Bank PLC.

-- LTG will today post an explanatory circular to its Shareholders in relation to the Placing which includes a Notice of General Meeting for a General Meeting to be held on 20 February 2017 at which the Shareholders will be asked to consider and, if thought fit, approve the Resolutions that will grant the Directors the authority to allot the Placing Shares and the power to disapply pre-emption rights with respect to the Placing.

-- The Directors believe that the Placing and the passing of the Resolutions are in the best interests of LTG and its Shareholders, taken as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions, having irrevocably undertaken to do so in respect of their own holdings of LTG ordinary shares, totalling 240,816,383 LTG ordinary shares, being approximately 57.15 per cent. of LTG's existing issued share capital.

-- The making of the Offer by LTG remains subject to Shareholder approval of the Resolutions to be proposed at the General Meeting (which relate to granting the Directors the authority to allot the Placing Shares and the power to disapply pre-emption rights with respect to the Placing as opposed to approving the Offer).

Approvals and timetable

-- The Offer is subject to a number of Conditions, further details of which are set out in Appendix I to this announcement.

-- The Offer is proposed to be implemented by means of a Takeover Offer. LTG reserves the right to implement the Offer by way of a Scheme or a by way of a Merger.

-- The Offer is expected to complete within two months of the date of this announcement subject to the Conditions being satisfied. An indicative timetable of key dates is set out in this announcement.

-- Subject to the passing of the Resolutions, it is expected that the Offer Document will be posted to NetDimensions Shareholders on 21 February 2017.

Commenting on the Offer, Andrew Brode, Chairman of LTG, said:

"Since LTG's inception in 2013, the board of Directors' strategic aim has been to build a dynamic portfolio of complementary businesses and an international e-learning business of scale. We have made great strides towards achieving this ambition, whilst consistently delivering significant earnings growth both organically and through selective acquisition. Most recently, the LTG Group announced that it had achieved strong cash generation and profit ahead of market expectations in the year ended 31 December 2016, as well as significant growth in the overall percentage of recurring revenues, and that it had entered 2017 with significant momentum.

Given the management's proven track record of creating value through acquisition, the board of Directors is confident that the Offer for NetDimensions represents another opportunity for us to generate significant additional value for new and existing shareholders, at the same time as enhancing the range and scope of LTG's services across the globe."

Commenting on the Offer, Graham Higgins, Chairman of NetDimensions, said:

"The board of NetDimensions is very pleased to have reached agreement on the terms of a proposed recommended cash offer by LTG, a business we know well, having collaborated on customer assignments with them in the past. The Offer, once made, will present an opportunity to crystallise value and provide liquidity for our shareholders as a whole."

This summary should be read in conjunction with and is subject to the full text of the attached announcement (including the Appendices). The Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and the terms and conditions which will be set out in the Offer Document, when issued.

The sources and bases of information contained in this announcement are set out in Appendix II to this announcement and the definitions of certain expressions used in this announcement are set out in Appendix IV to this announcement.

Enquiries

Learning Technologies Group plc +44 (0)20 7402 1554

Andrew Brode, Chairman

Jonathan Satchell, Chief Executive Officer

Canaccord Genuity, Financial Adviser to LTG +44 (0)20 7665 4500

Simon Bridges

Numis Securities, Nominated Adviser and Broker to LTG +44 (0)20 7260 1000

Stuart Skinner / Michael Wharton (Nominated Adviser)

Ben Stoop (Corporate Broker)

Hudson Sandler Limited, PR Adviser to LTG +44 (0)20 7796 4133

Andrew Hayes / Cat Valentine / Bertie Berger

NetDimensions (Holdings) Limited +852 2122 4500

Graham Higgins, Chairman

Jay Shaw, Chief Executive Officer

Panmure Gordon (UK) Limited, Financial Adviser, +44 (0)20 7886 2500

Nominated Adviser and Broker to NetDimensions

Andrew Godber / Peter Steel / James Greenwood / William Wickham (Corporate Finance)

Erik Anderson (Corporate Broking)

Walbrook PR Limited, PR Adviser to NetDimensions + 44 (0)20 7933 8780

Paul Cornelius / Sam Allen / Nick Rome netdimensions@walbrookpr.com

Further information

This announcement is for information purposes only and does not constitute, or form part of, any offer for or invitation to sell or purchase any securities, or any solicitation of any offer for, securities in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. The Offer, if made, will be made solely pursuant to the Offer Document (or, if the Offer is implemented by means of a Scheme or a Merger, the Scheme Document or the Merger Document, as the case may be) which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. NetDimensions Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

Placing

Members of the general public are not eligible to take part in the Placing. This announcement and any offer of securities to which it relates are only addressed to and directed at persons who (i) have professional experience in matters relating to investments who fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) ("Order"); or (ii) fall within article 49(2)(a) to (d) of the Order or (iii) are persons to whom an offer of the Placing Shares may otherwise lawfully be made (all such persons together being referred to as "Relevant Persons"). The information regarding the Placing set out in this announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This announcement (including the Appendices) does not constitute or form part of any offer or any solicitation to purchase or subscribe for securities in the United States. The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended ("US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by LTG, Canaccord Genuity, Numis Securities or any of their agents or affiliates.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by LTG, Canaccord Genuity, Numis Securities or their agents or affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by LTG, Canaccord Genuity, Numis Securities to inform themselves about and to observe any applicable restrictions.

No representation or warranty express or implied is, or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by LTG, Canaccord Genuity, Numis Securities or by their affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. However, nothing in this announcement shall be effective to limit or exclude liability for fraud or which otherwise, by law or regulation, cannot be so limited or excluded.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared to comply with the requirements of the laws of England and the Cayman Islands, the AIM Rules and the rules of the London Stock Exchange and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.

The Offer will not be made, directly or indirectly, in or into, and will not be capable of acceptance in or from, Canada, Australia or Japan. In addition it is not currently intended that the Offer will be made, directly or indirectly, in or into, or by use of mails or any means or instrumentality (including, without limitation, facsimile transmission, telephone or internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States and it is not currently intended that the Offer will be capable of acceptance by any such use, means, instrumentality or facility or from within the United States. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into or from the United States, Canada, Australia or Japan. Custodians, nominees and trustees should observe these restrictions and should not send or distribute the document in or into the United States, Canada, Australia or Japan.

Important notices

Canaccord Genuity, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to LTG in relation to the Transaction and no-one else and will not be responsible to anyone other than LTG for providing the protections offered to clients of Canaccord Genuity nor for providing advice in relation to the Transaction or the contents of this announcement, or any matter referred to herein.

Numis Securities, which is authorised and regulated in the UK by the FCA, is acting exclusively as nominated adviser and broker to LTG and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than LTG for providing the protections afforded to clients of Numis Securities nor for providing advice in relation to the matters set out in this announcement, the contents of this announcement, or any matter referred to herein.

The LTG Directors accept responsibility for the information contained in this announcement, other than the information for which responsibility is taken by the NetDimensions Directors pursuant to the paragraph immediately below. To the best of the knowledge and belief of the LTG Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The NetDimensions Directors accept responsibility for the information contained in this announcement relating to the NetDimensions Group, themselves, their respective immediate families, related trusts and connected persons and the recommendations and opinions of the NetDimensions Directors relating to the Offer contained in paragraph 5 (Information on NetDimensions) of this announcement. To the best of the knowledge and belief of the NetDimensions Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Forward-looking statements

This announcement contains a number of forward-looking statements relating to the LTG Group and the NetDimensions Group with respect to, among other matters, the following: financial condition; results of operations; the respective businesses of the LTG Group and the NetDimensions Group; the economic conditions in which the LTG Group and the NetDimensions Group operate; benefits of the Transaction and management plans and objectives including future capital expenses, revenues, earnings, synergies, economic performance, indebtedness, losses and future prospects and effects of government regulations. LTG and NetDimensions consider any statements that are not historical facts to be "forward-looking statements". Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, identify forward looking statements. These forward-looking statements involve a number

of risks and uncertainties that could cause actual results to differ materially from those suggested by them. Due to such risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

These forward-looking statements are not guarantees of future financial performance. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date of this announcement.

Neither LTG nor any member of the LTG Group, nor NetDimensions nor any member of the NetDimensions Group, nor any of their respective members, associates, directors, officers, employees, advisers or persons acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur.

Other than in accordance with applicable legal and regulatory obligation, neither LTG nor any member of the LTG Group, nor NetDimensions nor any member of the NetDimensions Group nor any of their respective members, associates, directors, officers, employees, advisers or persons acting on their behalf, is under any obligation and each of them expressly disclaims any intention or obligation to update or revise any forward-looking statements or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law.

Except as expressly provided in this announcement, no forward looking or other statements have been reviewed by the auditors of LTG or NetDimensions. All subsequent oral or written forward looking statements attributable to LTG or NetDimensions, any member of the LTG Group or the NetDimensions Group or any of their respective members, associates, directors, officers, employees, advisers or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

No profit forecast

Any statements in this announcement regarding the benefits of the Transaction are not and do not constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than the historical published earnings per share of LTG or NetDimensions as appropriate.

Application of the City Code

By virtue of its status as a company incorporated in the Cayman Islands, the City Code does not apply to NetDimensions. NetDimensions Shareholders are reminded that whilst the NetDimensions Articles reflect certain provisions of the City Code, the provisions do not provide shareholders with the full protections offered by the City Code, the Panel does not have responsibility for ensuring compliance with such provisions and the Panel is not able to answer shareholders queries in relation to NetDimensions.

Number of NetDimensions securities in issue

NetDimensions confirms that, as at the date of this announcement, it has 51,273,865 ordinary shares, or NetDimensions Depositary Interests representing ordinary shares, of $0.001 each in issue and admitted to trading on AIM under ISIN reference KYG6427F1019. The NetDimensions Depositary Interests trade under the same ISIN reference.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different places in this announcement may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Contents of this announcement

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE 3 February 2017

PROPOSED RECOMMED CASH OFFER

LEARNING TECHNOLOGIES GROUP PLC

for

NETDIMENSIONS (HOLDINGS) LIMITED

   1.         Introduction

   2.         The Offer

Under the terms of the Offer, NetDimensions Shareholders will be entitled to receive:

   for each NetDimensions Share            100 pence in cash ("Offer Price")

The Offer Price represents a premium of approximately:

-- 27.4 per cent. to the Closing Price of 78.5 pence per NetDimensions Share on the Latest Practicable Date;

-- 118.6 per cent. to the Closing Price of 45.75 pence per NetDimensions Share on 4 October 2016, being the last Business Day prior to the announcement by NetDimensions of an unsolicited approach regarding a potential transaction; and

-- 29.9 per cent. to the volume weighted average Closing Price of 77 pence per NetDimensions Share for the 30 trading days ended on the Latest Practicable Date.

The entitlement to receive the Offer Price under the terms of the Offer values the Offer at approximately GBP53.6 million (on a fully diluted basis assuming a cash buy-out or cashless exercise of the outstanding "in the money" options over NetDimensions Shares).

The Offer is conditional upon completion of the Placing, with the balance of the Offer to be funded by a GBP5 million facility from LTG's Chairman Andrew Brode and the remainder by a GBP3.5 million overdraft from Barclays Bank PLC. The Offer is also conditional upon the consent of Barclays Bank PLC and, inter alia, LTG not being in breach of its existing banking facilities with Barclays Bank PLC.

   3.         Background to and reasons for the Offer

LTG believes that NetDimensions is a strong strategic fit and that NetDimensions' track record and high levels of client service will be complementary to LTG's existing platforms and provide numerous operational and financial benefits. LTG anticipates delivering run-rate EBITDA margin of at least 30 per cent. on NetDimensions' revenue by the end of 2017 which will make the acquisition significantly earnings accretive in the 2018 financial year.

LTG believes that the Offer represents an attractive opportunity to:

   --      complete the range of capabilities required for a full service offering; 
   --      expand its geographic reach, particularly in the Asia Pacific region;

-- deepen its expertise in highly regulated sectors such as financial services, defence and security and government and support ambition in the pharma/health, energy and aviation sectors;

   --      extend its partner-base;

-- achieve savings of approximately $8 million per annum (before tax) across the combined businesses from, inter alia, synergies, elimination of duplicate listing costs, greater buying power, reduction in sales and marketing costs and improved utilisation of chargeable staff. Non recurring costs of up to $1 million will be incurred in 2017 to deliver these benefits; and

-- take the LTG Group to a more than GBP50 million revenue business with approximately 44 per cent. recurring revenue on a pro forma basis.

   4.         Information on LTG

LTG was listed on AIM in 2013 to provide a comprehensive and integrated range of e-learning services and technologies to corporate and government clients. LTG's businesses are at the forefront of innovation and best-practice in the learning technology sector, and have received numerous awards for their performance. LTG has grown organically through gains in market share and sector growth, augmented with acquisition of complementary businesses. The ambition is to grow through strategic acquisition and diversification, with the objective of providing a truly exceptional portfolio of services and products for our existing and new clients across the globe.

   5.         Information on NetDimensions

NetDimensions was established in 1999 and is a global enterprise solutions provider of talent and learning management systems. NetDimensions provides companies, government agencies, and other organisations with talent management solutions to personalise learning, share knowledge, enhance performance, foster collaboration, and manage compliance programs for employees, customers, partners, and suppliers. Inherent capabilities of NetDimensions' integrated Talent Suite provide organisations with solutions for mobile learning, social collaboration, compliance and extended enterprise management.

   6.         Irrevocable undertakings

In aggregate, LTG has received irrevocable undertakings to accept or procure acceptance of the Offer in respect of a total of 28,991,507 NetDimensions Shares, representing 56.54 per cent. of NetDimensions' entire issued share capital at the Latest Practicable Date.

LTG has received irrevocable undertakings to accept the Offer from the NetDimensions Directors who hold NetDimensions Shares (together with the trustees of trusts in which they have an interest and certain members of their families) in respect of their entire beneficial holdings of NetDimensions Shares amounting to a total of 8,964,027 NetDimensions Shares (as set out in Appendix III to this announcement) representing approximately 17.48 per cent. of NetDimensions' entire issued share capital at the Latest Practicable Date. These undertakings demonstrate the strength of the commitment to and support for the Offer of those NetDimensions Directors (in their capacity as NetDimensions Shareholders).

Each of the above irrevocable undertakings has been entered into by the relevant NetDimensions Director only as a shareholder of NetDimensions and not in their capacity as a director; nothing contained in the undertakings requires any of the relevant NetDimensions Directors to take or not to take any decision or action in their capacity as a NetDimensions Director.

LTG has also received irrevocable undertakings to accept the Offer from certain NetDimensions Shareholders in respect of their entire beneficial holdings of NetDimensions Shares amounting to a total of 20,027,480 NetDimensions Shares (as set out in Appendix III to this announcement) representing approximately 39.06 per cent. of NetDimensions' entire issued share capital at the Latest Practicable Date.

The above irrevocable undertakings will cease to be binding if:

-- the Offer is not made to NetDimensions Shareholders by 5.00 p.m. on 21 February 2017, unless otherwise agreed; or

   --      the Offer, having been announced, lapses or is withdrawn.

Furthermore, the irrevocable commitment given by certain NetDimensions Shareholders (as set out in Appendix III to this announcement) will also cease to be binding in the event that a third party announces a competing offer to acquire the entire issued share capital of NetDimensions which is at a price equal to or greater than 110 pence per NetDimensions Share.

Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

   7.         Financing

The terms of the Offer value the Offer at approximately GBP53.6 million (on a fully diluted basis assuming a cash buy-out or cashless exercise of the outstanding "in the money" options over NetDimensions Shares) which LTG expects to fund through a combination of the following:

   --      the use of the net proceeds of the Placing, being approximately GBP45.1 million;

-- drawdown under a new GBP5 million debt facility with Barclays Bank PLC ("New Debt Facility"), the arrangement and terms of which are expected to be finalised prior to the Offer becoming or being declared unconditional in all respects. In the interim, and in the event that such New Debt Facility is not forthcoming in the time available (or at all), Andrew Brode has extended a subordinated unsecured loan facility of GBP5 million to LTG on the terms described below ("AB Facility"); and

-- the drawdown under an on demand overdraft facility of up to GBP3.5 million to be provided by Barclays Bank PLC ("Overdraft"), further details of which are set out below.

As required under the terms of LTG's existing loan agreement with Barclays Bank PLC, Barclays Bank PLC has consented to the Company entering into the AB Facility (and the drawdown of funds under such facility) and, subject to the satisfaction of certain conditions prior to completion (including LTG not being in breach of its existing loan agreement with Barclays Bank PLC), the proposed acquisition of NetDimensions.

Placing

LTG has today, through its broker, Numis Securities, conditionally raised GBP46.5 million through a placing of new ordinary shares of LTG with new and existing institutional investors. Under the conditional placing, LTG is expected to issue 124,000,000 new ordinary shares of 0.375 pence each ("Placing Shares") at an issue price of 37.5 pence per Placing Share ("Placing").

The Placing is supported by existing and new institutional investors and is being carried out for the purposes of partially funding the Offer.

Assuming the Offer is made, the contractual obligations of the placees in the Placing ("Placees") will be conditional upon the placing agreement entered into between Numis Securities and LTG ("Placing Agreement") becoming unconditional in all respects by 8.00 a.m. on 30 March 2017 (or such later time and/or date as may be agreed by Numis Securities, being not later than 8.00 a.m. on the Longstop Date) and not having been terminated prior to Admission.

The Placing Agreement is conditional, among other things, on the Offer, having been made, becoming or being declared unconditional in all respects (save for the admission of the Placing Shares). If the Offer, having been made, does not become or is not declared unconditional in all respects (save for Admission of the Placing Shares), the Placing will not proceed.

The Placing Shares, when issued and fully paid, will be identical to, and rank in full with, the existing ordinary shares in LTG for all dividends or other distributions declared, made or paid after Admission and will rank pari passu in all respects with the existing ordinary shares. No temporary documents of title will be issued.

The Placing Agreement is also conditional on the passing of Resolutions to be put to shareholders at the General Meeting to give effect to the Placing (being resolutions to disapply pre-emption rights in respect of the Placing and to convey authority for the Directors to allot the Placing Shares), LTG entering into the AB Facility (and related subordination agreement), the Overdraft and admission of the Placing Shares to trading on the AIM market of the London Stock Exchange.

Other conditions to the Placing Agreement include:

   --      the delivery by LTG of certain customary documents and letters;

-- LTG having complied with its obligations under the Placing Agreement to the extent that the same fall to be performed prior to Admission; and

-- the warranties contained in the Placing Agreement being true and accurate and not misleading at all times before and on Admission.

The Placing is not being underwritten. However, binding placing commitments have been entered into with the Placees, pursuant to which they have conditionally agreed to take up their allocation of Placing Shares.

Numis Securities, in its absolute discretion, also has the right to terminate its obligations under the Placing Agreement if, among other things, at any time on or prior to Admission, any of the following circumstances arise:

-- there has been a breach of the warranties, representations or other obligations of LTG contained in the Placing Agreement;

-- in the opinion of Numis Securities, there shall have been any development or event which will or is likely to have a material adverse effect on the condition (financial, operation, legal or otherwise), prospects, management, business affairs or financial position of the LTG Group (inclusive of NetDimensions), taken as a whole, whether or not arising in the ordinary course of business; and

   --      for certain events of force majeure.

LTG will today post an explanatory circular to its Shareholders in relation to the Placing which includes a Notice of General Meeting for a General Meeting to be held on 20 February 2017 at which the Shareholders will be asked to consider and, if thought fit, approve the Resolutions that will grant the Directors the authority to allot the Placing Shares and the power to disapply pre-emption rights with respect to the Placing.

The Directors believe that the Placing and the passing of the Resolutions are in the best interests of LTG and its Shareholders, taken as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions, having irrevocably undertaken to do so in respect of their own holdings of LTG ordinary shares, totalling 240,816,383 LTG ordinary shares, being approximately 57.15 per cent. of LTG's existing issued share capital.

AB Facility

Utilisation of the AB Facility is conditional, among other things, upon the Offer becoming or being declared unconditional in all respects, a subordination agreement having been entered into with Barclays Bank PLC and Barclays Bank PLC having given its consent to LTG's drawdown under the AB Facility. The terms of the AB Facility include, among other things: (i) a facility of up to GBP5 million available for drawdown within 6 months; (ii) repayable in a single repayment within 1 month from the final instalment of LTG's existing loan facility from Barclays Bank PLC or the termination of such facility if earlier ("Termination Date") or earlier at the discretion of LTG; (iii) interest will be accrued at a fixed rate of 8 per cent. per annum and paid in full on the Termination Date; (iv) a commitment fee of 2 per cent. per annum of any undrawn balance paid in full on the Termination Date; and (v) an arrangement fee of 1.5 per cent of the total facility to be paid on entering into the AB Facility. If the Offer, having been made, does not become or is not declared unconditional in all respects, LTG will not have use of the AB Facility for any purpose.

Overdraft

Barclays Bank PLC has given credit approval to an on demand overdraft facility of up to GBP3.5 million which (subject to definitive documents being entered into) will be available for drawdown by LTG before the Offer becomes or is declared unconditional and which the Directors intend to repay from the cash reserves of the Enlarged Group following completion of the Offer.

   8.         Directors' proposed participation in the Placing

The following Directors have confirmed that they support the Placing and they have agreed to participate in the Placing and subscribe for the following number of Placing Shares:

 
 Director        Number of       Value of   Total ordinary      Percentage 
                   Placing        Placing        shares of        of LTG's 
                    Shares         Shares    LTG following        enlarged 
                                   at the          Placing    issued share 
                                  Placing                          capital 
                              Price (GBP)                        (assuming 
                                                                  that the 
                                                                   Placing 
                                                                  is fully 
                                                               subscribed) 
 Andrew Brode    2,666,666      1,000,000      115,881,671          21.25% 
 Harry Hill        140,000         52,500        2,168,000           0.40% 
 Leslie-Ann 
  Reed           1,866,666        700,000        2,966,666           0.54% 
 Peter Gordon      233,333         87,500        2,233,333           0.41% 
 Neil Elton         46,666         17,500          206,666           0.04% 
 TOTAL           4,953,331      1,857,500      123,456,336          22.64% 
 
   9.         Offer-related arrangements

Confidentiality Agreement

LTG and NetDimensions entered into the Confidentiality Agreement pursuant to which LTG has undertaken to, amongst other things: (i) keep confidential information made available by NetDimensions confidential and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation; and (ii) comply with customary non-solicitation provisions.

Waiver Agreement

NetDimensions and the NetDimensions Directors entered into the Waiver Agreement pursuant to which the NetDimensions Directors and NetDimensions have undertaken and confirmed that in their opinion the takeover provisions pursuant to Article 142 of the NetDimensions Articles do not apply in making the Offer and, upon the Offer becoming or being declared unconditional in all respects in accordance with its terms, to the extent that there is any such alleged or actual breach of Article 142, such breach shall be waived.

   10.       Related party transactions

Andrew Brode is a Director and substantial Shareholder, holding in aggregate 113,215,005 ordinary shares of LTG representing approximately 26.89 per cent. of the voting rights and, consequently Mr Brode is considered to be a related party of LTG pursuant to Rule 13 of the AIM Rules. The AB Facility which has been entered into between the Company and Mr Brode (and the related subordination agreement with the Company and Barclays Bank PLC to be entered into in connection therewith) constitutes a related party transaction for the purposes of the AIM Rules. The Directors (other than Mr Brode) consider, having consulted with Numis Securities, that the terms of the AB Facility are fair and reasonable insofar as LTG's shareholders are concerned.

The Directors proposing to participate in the Placing ("Participating Directors"), as described in paragraph 8 above, are each considered to be related parties of LTG pursuant to Rule 13 of the AIM Rules. The Participating Directors' subscription for Placing Shares constitutes a related party transaction for the purposes of the AIM Rules. The Directors (other than the Participating Directors) consider, having consulted with Numis Securities, that the participation in the Placing by the Participating Directors is fair and reasonable insofar as LTG's shareholders are concerned.

   11.       Management and employees

LTG attaches great importance to the skills and experience of the management and employees of NetDimensions, and LTG believes that the Transaction will create an exciting opportunity for the NetDimensions management and employees to join LTG. LTG's plans for NetDimensions do not involve any material change in the conditions of employment of NetDimensions' employees. Subject to any changes which may be agreed with individuals, the existing employment rights of all NetDimensions employees will be respected following completion of the Offer.

   12.       Share options

The Offer will extend to any NetDimensions Shares not already owned or agreed to be acquired by LTG and which are unconditionally allotted or issued and fully paid (or credited as fully paid) on or before the date on which the Offer closes to acceptances (or such earlier date as LTG may decide), including the exercise or release of existing options or awards granted in relation to any such shares allotted or issued, following the Offer becoming or being declared unconditional in all respects. If the Offer becomes or is declared unconditional in all respects, to the extent options remain unexercised or have not lapsed, LTG intends to make appropriate proposals to the holders of such options or awards to enable a cash buy-out or cashless exercise of such options.

   13.       Compulsory acquisition, de-listing and cancellation of trading

If LTG receives (within 4 months of making the Offer) acceptances from not less than 90 per cent. in value of the NetDimensions Shares under the Offer and assuming that all of the other Conditions have been satisfied or waived (if capable of being waived), LTG intends to exercise its rights pursuant to the relevant provisions of Cayman Companies Law to acquire compulsorily any remaining NetDimensions Shares to which the Offer relates on the same terms as the Offer by giving notice to the holders of any such remaining NetDimensions Shares. The holders of any remaining NetDimensions Shares are entitled to apply for relief to the Grand Court of the Cayman Islands, however, unless the Grand Court orders otherwise, LTG will proceed to acquire compulsorily any remaining NetDimensions Shares to which the Offer relates on the same terms as the Offer. In calculating whether the threshold has been reached in connection with a compulsory acquisition, any treasury shares held by NetDimensions shall be treated as having been acquired by the LTG.

Assuming that the Offer, having been made, becomes or is declared unconditional in all respects and subject to any applicable requirements of the AIM Rules (including the receipt by LTG of valid acceptances of the Offer in excess of 75 per cent. in nominal value of the NetDimensions Shares), LTG intends to procure that NetDimensions applies to the London Stock Exchange for the cancellation of the admission of the NetDimensions Shares to trading on AIM.

The cancellation of trading of the NetDimensions Shares will significantly reduce the liquidity and marketability of any NetDimensions Shares not acquired by LTG.

It is also intended that, assuming that the Offer becomes or is declared unconditional in all respects and, assuming the cancellation of trading of NetDimensions Shares on AIM, NetDimensions will continue as an exempted company in accordance with the relevant provisions of the Cayman Companies Law.

   14.       Indicative timetable of key events

The following comprises an expected timetable of key events:

 
 Event                                       Expected time/date 
 Posting of Circular and                      Friday 3 February 
  Notice of General Meeting 
 General Meeting                             Monday 20 February 
 Publication of firm offer                   Monday 20 February 
  announcement 
 Publication of Offer Document              Tuesday 21 February 
  and form of acceptance 
 First Closing Date*                           Tuesday 14 March 
 Anticipated date on which                 Expected to be on or 
  the Offer will become                 before Tuesday 28 March 
  or be declared unconditional 
  in all respects (save 
  for Admission) 
 Anticipated closing of                    Expected to be on or 
  Transaction and Admission            before Thursday 30 March 
  of Placing Shares 
 Settlement of consideration          No later than 14 calendar 
  to NetDimensions Shareholders            days after the Offer 
  who accept the Offer prior         becoming or being declared 
  to the Offer becoming                    unconditional in all 
  or being declared unconditional                      respects 
  in all respects

* The Offer shall remain open for acceptance for a minimum of 14 calendar days from the First Closing Date or the date the Offer becomes or is declared unconditional as to acceptances, whichever is later. Not less than 14 calendar days' notice will be given in respect of the closure of the Offer.

Each of the times and dates above is subject to change. Any such change will be notified by an announcement on a Regulatory Information Service.

   15.       General

The Offer will comply with the applicable rules and regulations of the London Stock Exchange and AIM. The Offer will be governed by, and construed in accordance with, the laws of England and will be subject to the exclusive jurisdiction of the courts of England and to the Conditions and further terms set out in Appendix I, and the full terms and conditions to be set out in the Offer Document.

It is currently intended that the Offer will be implemented by means of a Takeover Offer, although LTG reserves the right to implement the Offer by way of a Scheme or a Merger.

Your attention is drawn to the Appendices which form part of this announcement. The Conditions and a summary of further terms in relation to the Offer set out in Appendix I to this announcement form part of, and should be read in conjunction with, this announcement. Appendix IV to this announcement contains definitions of certain terms used in this announcement.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

Enquiries

Learning Technologies Group plc +44 (0)20 7402 1554

Andrew Brode, Chairman

Jonathan Satchell, Chief Executive Officer

Canaccord Genuity, Financial Adviser to LTG +44 (0)20 7665 4500

Simon Bridges

Numis Securities, Nominated Adviser and Broker to LTG +44 (0)20 7260 1000

Stuart Skinner / Michael Wharton (Nominated Adviser)

Ben Stoop (Corporate Broker)

Hudson Sandler Limited, PR Adviser to LTG +44 (0)20 7796 4133

Cat Valentine / Bertie Berger

NetDimensions (Holdings) Limited +852 2122 4500

Graham Higgins, Chairman

Jay Shaw, Chief Executive Officer

Panmure Gordon (UK) Limited, Financial Adviser, +44 (0)20 7886 2500

Nominated Adviser and Broker to NetDimensions

Andrew Godber / Peter Steel / James Greenwood / William Wickham (Corporate Finance)

Erik Anderson (Corporate Broking)

Walbrook PR Limited, PR Adviser to NetDimensions + 44 (0)20 7933 8780

Paul Cornelius / Sam Allen / Nick Rome netdimensions@walbrookpr.com

Further information

Placing

Overseas jurisdictions

Important notices

Forward-looking statements

No profit forecast

Application of the City Code

Number of NetDimensions securities in issue

Rounding

Contents of this announcement

Appendix I

Conditions and Certain Further Terms of the Offer

PART A: Conditions

The Offer will be subject to the following conditions:

1. LTG having acquired or agreed to acquire (including by way of acceptance of the Offer) not less than 90 per cent. (or such lower percentage above 50 per cent. as LTG may decide) in nominal value of the NetDimensions Shares by 3.00 p.m. (London time) on the First Closing Date (or such later date(s) as LTG may decide provided that no such date(s) shall be later than the Longstop Date).

2. The Waiver Agreement not having been breached, revoked, rescinded or terminated by NetDimensions.

3. Evidence in a form satisfactory to LTG of NetDimensions having cash reserves of at least $5 million.

4. With respect to the consent which has been given by Barclays Bank PLC in relation to the acquisition by LTG of NetDimensions, the conditions to such consent having been satisfied or waived, and such consent not having been breached, varied, revoked, rescinded or terminated.

5. With respect to the consent which has been given by Barclays Bank PLC in relation to LTG entering into the AB Facility, such consent not having been breached, varied, revoked, rescinded or terminated.

6. The subordination agreement entered into between Barclays Bank PLC, Andrew Brode and LTG with respect to the AB Facility not having been breached, varied, revoked, rescinded or terminated.

7. Barclays Bank PLC having entered into definitive documentation with respect to the Overdraft and such documents not having been breached, varied, revoked, rescinded or terminated.

   8.         Admission of the Placing Shares having occurred.

9. All material notifications, filings or applications which are necessary or reasonably considered appropriate in connection with the Offer having been made by not later than 1.00 p.m. on the First Closing Date and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer and all material authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions and approvals ("Authorisations") deemed necessary or reasonably appropriate by LTG in any jurisdiction for or in respect of the Offer having been obtained in terms and in a form satisfactory to LTG from any appropriate Governmental Entities or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the NetDimensions Group has entered into contractual

arrangements and all such Authorisations necessary or reasonably appropriate to carry on the business of any member of the NetDimensions Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise wholly unconditional and there being no notice or written intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations.

10. No Governmental Entities having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, inquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to (in any case which is material in the context of the Offer) relating to any antitrust or other such approvals.

   11.        Since 31 December 2015 and save as Disclosed:

(a) there having been no adverse change or deterioration in the business, assets, financial or trading positions or profit or prospects of any member of the NetDimensions Group which in any case is material in the context of the NetDimensions Group taken as a whole;

(b) no contingent or other liability of any member of the NetDimensions Group having arisen or become apparent or increased which would adversely affect any member of the NetDimensions Group to an extent which in any case is material in the context of the NetDimensions Group taken as a whole; and

(c) no litigation, arbitration proceedings, regulatory investigations, prosecution or other legal proceedings to which any member of the NetDimensions Group is or may reasonably be expected to become a party (whether as plaintiff, defendant or otherwise) having been threatened in writing, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the NetDimensions Group which in any case would be material in the context of the NetDimensions Group taken as a whole.

   12.        Since 31 December 2015 and save as Disclosed, LTG not having discovered:

(a) that any financial or business or other information concerning the NetDimensions Group Disclosed at any time by or on behalf of any member of the NetDimensions Group, whether publicly, to any member of the LTG Group or its advisors or otherwise, is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading and which was not subsequently corrected before the date of this announcement by disclosure either publicly (in the event that such misleading information had been Disclosed publicly) or otherwise to LTG to an extent which in any case is material in the context of the NetDimensions Group taken as a whole;

(b) that any member of the NetDimensions Group is subject to any liability (actual or contingent) and which in any case is material in the context of the NetDimensions Group taken as a whole;

(c) any information which affects the import of any information Disclosed at any time by or on behalf of any member of the NetDimensions Group to an extent which is material in the context of the NetDimensions Group taken as a whole;

(d) that any past or present member of the NetDimensions Group has paid or agreed to pay any bribe including any "inducement fee", given or agreed to give any similar gift or benefit or paid or agreed to pay to a concealed bank account or fund to or for the account of, any customer, supplier, government official or employee, representative of a political party, or other person for the purpose of obtaining or retaining business or otherwise engaged in any activity, done such things (or omitted to do such things) in contravention of the UK Bribery Act 2010, as amended, or the US Foreign Corrupt Practices Act of 1977 as amended in each case to an extent which is material in the context of the Offer; or

(e) that any past or present member of the NetDimensions Group has engaged in any business with or made any investments in, or made any payments to, (i) any government, entity or individual with which US or European Union persons are prohibited from engaging in activities or doing business by US or European Union laws or regulations including the economic sanctions administered by the United States Office of Foreign Assets Control or (ii) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of their respective member states, in all cases to the extent such laws, regulations or sanctions applied or apply to the relevant member of the NetDimensions Group in each case to an extent which is material in the context of the Offer.

13. Since 31 December 2015 and save as Disclosed, no member of the NetDimensions Group having:

(a) issued or agreed to issue, or authorised or proposed or announced its intention to authorise or propose the issue of, additional shares of any class or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of NetDimensions Shares out of treasury;

(b) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) or dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of NetDimensions to NetDimensions or any of its wholly owned subsidiaries;

(c) other than pursuant to the Offer (and except for transactions between NetDimensions and its wholly owned subsidiaries or between the wholly owned subsidiaries of NetDimensions and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment, acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Offer;

(d) (except for transactions between NetDimensions and its wholly owned subsidiaries or between the wholly owned subsidiaries of NetDimensions) disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so which in any case is material in the context of the Offer;

(e) (except for transactions between NetDimensions and its wholly owned subsidiaries or between the wholly owned subsidiaries of NetDimensions) issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or, except in the ordinary course of business, become subject to any contingent liability or incurred or increased any indebtedness which in any case is material in the context of the Offer;

(f) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which involves an obligation of a nature or magnitude which is likely to be restrictive on the business of any member of the NetDimensions Group and which in any case is material in the context of the Offer;

(g) entered into or varied to a material extent the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the NetDimensions Group save as agreed by LTG;

(h) proposed, agreed to provide or modified to a material extent the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the NetDimensions Group save as agreed by LTG or which is required pursuant to the making of the Offer;

(i) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in subparagraph (a) above, made any other change to any part of its share capital, save as agreed by LTG or which is required pursuant to the making of the Offer;

(j) waived, compromised or settled any claim (other than in the ordinary course of business or between NetDimensions and its wholly owned subsidiaries or between the wholly owned subsidiaries of NetDimensions) which is material in the context of the Offer;

   (k)        terminated or varied the terms of any agreement or arrangement between any member of the NetDimensions Group and any other person in a manner which would have a material adverse effect on the financial position of the NetDimensions Group taken as a whole;

(l) other than pursuant to the Offer and as envisaged in accordance with the terms of the Offer, made any alteration to its memorandum or articles of association or other incorporation documents in each case which is material in the context of the Offer;

(m) except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any change to the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants or any material change to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, in each case which is material in the context of the NetDimensions Group taken as a whole;

(n) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business, in each case which is material in the context of the NetDimensions Group taken as a whole;

(o) (other than in respect of a member of the NetDimensions Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case which is material in the context of the NetDimensions Group taken as a whole;

(p) (except for transactions between NetDimensions and its wholly owned subsidiaries or between the wholly owned subsidiaries of NetDimensions) made, authorised, proposed or announced an intention to propose any change in its loan capital, in each case which is material in the context of the NetDimensions Group taken as a whole;

(q) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, in each case which is material in the context of the NetDimensions Group taken as a whole;

(r) entered into any licence or other disposal of intellectual property rights of any member of the NetDimensions Group which are material in the context of the NetDimensions Group and outside the normal course of business; or

(s) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 13.

PART B: Certain Terms of the Offer

   1.         LTG reserves the right to waive, in whole or in part, all or any of the Conditions.

2. The Conditions must be fulfilled or waived (if capable of waiver) by LTG by no later than 11.59 p.m. on the Longstop Date. LTG shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions by a date earlier than the latest date for the fulfilment or waiver of that Condition notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

3. LTG reserves the right to elect at any time prior to the Offer becoming or being declared unconditional in all respects to implement the Offer by way of a Scheme. In such event, such Scheme will be implemented on the same terms (subject to any revisions) so far as applicable, as those which would apply to the Offer.

4. LTG reserves the right to elect at any time to implement the Offer by way of a Merger. In such event, such Merger will be implemented on the same terms (subject to any revisions) so far as applicable, as those which would apply to the Offer.

   5.         The Offer shall be governed by, and construed in accordance with, the laws of England (notwithstanding that the transfer of shares in a Cayman company will also be subject to the laws of the Cayman Islands) and be subject to the exclusive jurisdiction of the courts of the England and to the Conditions set out above and in the formal Offer Document and to the provisions of this Part B.  The Offer will comply with the applicable rules and regulations of the London Stock Exchange, AIM and any other applicable laws or regulations.   If LTG elects to implement the Offer by way of a Scheme or a Merger, the Offer shall be governed by, and construed in accordance with, the laws of the Cayman Islands and be subject to the exclusive jurisdiction of the courts of the Cayman Islands and to the conditions set out above and in the formal Offer Document and to the provisions of this Part B.

6. NetDimensions Shares which will be acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

Appendix II

Bases and Sources

1. The value placed by the Offer of GBP53,584,460 is calculated on the basis of the fully diluted number of NetDimensions Shares in issue referred to below and on the assumption of a cash buy-out or cashless exercise of the number of "in the money" options over NetDimensions Shares referred to below.

2. References to the entire issued share capital of NetDimensions are to the existing issued share capital of 51,273,865 NetDimensions Shares as sourced from NetDimensions' shareholder register as at the Latest Practicable Date. The total number of "in the money" options over NetDimensions Shares as confirmed by NetDimensions as at the Latest Practicable Date is 5,231,000 and on the basis of a cash buy-out or cashless exercise at the relevant exercise prices amounts to an aggregate value of GBP2,310,595. Shares held in treasury (if any) have been excluded from all calculations of percentage holdings of voting rights, share capital and relevant securities. The International Securities Identification Number for NetDimensions Shares is KYG6427F1019.

3. Unless otherwise stated, all prices and closing prices for NetDimensions Shares are closing middle market quotations derived from the AIM Appendix to the Daily Official List.

4. As at 5.00 p.m. on the Latest Practicable Date, NetDimensions had no treasury shares in issue.

Appendix III

Details of irrevocable undertakings

NetDimensions Directors

The following NetDimensions Directors (together with the trustees of trusts in which they have an interest and certain members of their families) who are NetDimensions Shareholders have given irrevocable undertakings to accept the Offer:

 
 NetDimensions            Number of NetDimensions     Percentage of 
  Director (or related                     Shares    NetDimensions' 
  trust or family                                     entire issued 
  member)                                             share capital 
 Jay Shaw                               4,816,500             9.39% 
 Ray Ruff                               3,791,388             7.39% 
 Matthew Chaloner                           6,000             0.01% 
 Graham Higgins                           236,639             0.46% 
 Anna Thompson                            113,500             0.22% 
 TOTAL                                  8,964,027            17.48%

In addition, such irrevocable undertakings relate to options with respect to an aggregate of 1,580,000 NetDimensions Shares granted to certain NetDimensions Directors.

Other NetDimensions Shareholders

The following NetDimensions Shareholders have given irrevocable undertakings to accept the Offer:

 
 NetDimensions            Number of NetDimensions     Percentage of 
  Shareholder                              Shares    NetDimensions' 
                                                      entire issued 
                                                      share capital 
 City Financial 
  Investment Company 
  Limited                               2,630,500             5.13% 
 Herald Investment 
  Management Limited                    4,771,000             9.30% 
 The Alphagen Volantis 
  Catalyst Fund 
  Limited                               9,892,005            19.29% 
 The Alphagen Volantis 
  Fund Limited                          2,733,975             5.33% 
 TOTAL                                 20,027,480            39.06%

All of the above irrevocable undertakings anticipate that any offer will be made at the Offer Price.

Each of the above irrevocable undertakings has been entered into by the relevant NetDimensions Director only as a shareholder of NetDimensions and not in their capacity as a director; nothing contained in the undertakings requires any of the NetDimensions Directors to take or not to take any decision or action in their capacity as a NetDimensions Director.

The above irrevocable undertakings will cease to be binding if:

-- the Offer is not made to NetDimensions Shareholders by 5.00 p.m. on 21 February 2017, unless otherwise agreed; or

   --      the Offer, having been announced, lapses or is withdrawn.

Furthermore, the irrevocable commitment given by certain NetDimensions Shareholders (referred to under the heading "Other NetDimensions Shareholders" above) will also cease to be binding in the event that a third party announces a competing offer to acquire the entire issued share capital of NetDimensions which is at a price equal to or greater than 110 pence per NetDimensions Share.

Appendix IV

Definitions

The following definitions apply throughout this announcement unless the context otherwise requires:

 
 "AB Facility"             has the meaning given to it in 
                            paragraph 7 above; 
 "Admission"               means the admission of the Placing 
                            Shares to trading on AIM in accordance 
                            with the AIM Rules; 
 "AIM"                     means the AIM Market of the London 
                            Stock Exchange; 
 "AIM Rules"               means the AIM Rules for Companies 
                            as published by the London Stock 
                            Exchange; 
 "Authorisations"          has the meaning given to it in 
                            Condition 3 in Appendix I of 
                            this announcement; 
 "Business Day"            means a day (other than a Saturday 
                            or Sunday) on which banks in 
                            the City of London and the Cayman 
                            Islands are generally open for 
                            business; 
 "Canaccord Genuity"       means Canaccord Genuity Limited; 
 "Cayman Companies         means The Companies Law (2016 
  Law"                      Revision) of the Cayman Islands; 
 "City Code"               means the UK City Code on Takeovers 
                            and Mergers; 
 "Circular"                means the explanatory circular 
                            to shareholders published by 
                            LTG on the date of this announcement; 
 "Closing Price"           means the closing middle-market 
                            quotation of a NetDimensions 
                            Share as derived from the AIM 
                            Appendix of the daily official 
                            list of the London Stock Exchange; 
 "Conditions"              means the conditions to the Offer 
                            as set out in Appendix I to this 
                            announcement and to be set out 
                            in the Offer Document and "Condition" 
                            means any one of them; 
 "Confidentiality          means the confidentiality agreement 
  Agreement"                between LTG and NetDimensions 
                            entered into on 17 August 2016; 
 "Directors"               means the directors of LTG from 
                            time to time; 
 "Disclosed"               means matters: (i) disclosed 
                            in NetDimensions' annual report 
                            and accounts for the year ended 
                            31 December 2015; (ii) disclosed 
                            in the interim results announcement 
                            relating to NetDimensions' unaudited 
                            consolidated financial statements 
                            for the six month period ended 
                            30 June 2016; (iii) publicly 
                            announced by NetDimensions (by 
                            the delivery of an announcement 
                            to a Regulatory Information Service) 
                            after such interim results announcement; 
                            (iv) fairly disclosed in NetDimensions' 
                            online data room prior to the 
                            date of this announcement; or 
                            (v) otherwise fairly disclosed 
                            in writing by or on behalf of 
                            NetDimensions to LTG or its advisers, 
                            in each case prior to the date 
                            of this announcement; 
 "Enlarged Group"          means, assuming that the Offer 
                            is declared or becomes unconditional 
                            in all respects, together the 
                            LTG Group and the NetDimensions 
                            Group; 
 "FCA"                     means the Financial Conduct Authority 
                            of the UK and any successor authorities; 
 "First Closing            means 14 March 2017; 
  Date" 
 "General Meeting"         means the general meeting of 
                            LTG, convened for 11.00 a.m. 
                            on 20 February 2017 or at any 
                            adjournment thereof; 
 "Governmental             means, anywhere in the world, 
  Entity"                   any supra national, national 
                            or state government, any subdivision, 
                            court, administrative agency 
                            or commission or other authority 
                            thereof, or any quasi governmental 
                            body exercising any media or 
                            communications regulatory or 
                            competition authority; 
 "Latest Practicable       means 2 February 2017, being 
  Date"                     the last Business Day prior to 
                            this announcement; 
 "London Stock             means London Stock Exchange plc 
  Exchange"                 or its successor; 
 "Longstop Date"           means 1 May 2017 or such other 
                            date as may be agreed between 
                            LTG and NetDimensions; 
 "LTG" or the "Company"    means Learning Technologies Group 
                            plc; 
 "LTG Group"               means LTG and its subsidiary 
                            undertakings; 
 "Merger"                  means a merger of a wholly-owned 
                            subsidiary of LTG and NetDimensions 
                            pursuant to Section 233 of the 
                            Cayman Companies Law; 
 "Merger Document"         means the document to be despatched 
                            to NetDimensions Shareholders 
                            if the Offer is effected by way 
                            of a Merger; 
 "NetDimensions"           means NetDimensions (Holdings) 
                            Limited; 
 "NetDimensions            means American Depositary receipts 
  ADRs"                     in respect of underlying NetDimension 
                            Shares issued by the NetDimension 
                            US Depositary; 
 "NetDimensions            means the memorandum and articles 
  Articles"                 of association of NetDimensions 
                            in force from time to time; 
 "NetDimensions            means Capita IRG Trustees Limited; 
  Depositary" 
 "NetDimensions            means depositary interests in 
  Depositary Interests"     respect of underlying NetDimensions 
                            Shares issued by the NetDimensions 
                            Depositary; 
 "NetDimensions            means the directors of NetDimensions 
  Directors"                from time to time; 
 "NetDimensions            means NetDimensions and its subsidiary 
  Group"                    undertakings; 
 "NetDimensions            means holders of NetDimensions 
  Shareholders"             Shares (whether directly or, 
                            as the context requires, as direct 
                            or indirect holders of NetDimensions 
                            Depositary Interests); 
 "NetDimensions            includes: 
  Shares"                   (a) the existing unconditionally 
                            allotted or issued and fully 
                            paid issued ordinary shares of 
                            $0.001 each in the capital of 
                            NetDimensions and/or, where the 
                            context so requires, the NetDimensions 
                            Depositary Interests and the 
                            NetDimensions ADRs; and 
                            (b) where the context admits, 
                            any further ordinary shares of 
                            $0.001 each in the capital of 
                            NetDimensions (and/or, where 
                            the context so requires, the 
                            NetDimensions Depositary Interests 
                            and the NetDimensions ADRs) which 
                            are unconditionally allotted 
                            or issued and fully paid before 
                            the date on which the Offer closes 
                            or before such earlier date as 
                            LTG may determine not being earlier 
                            than the First Closing Date; 
 "NetDimensions            means The Bank of New York Mellon; 
  US Depositary" 
 "New Debt Facility"       has the meaning given to it in 
                            paragraph 7 above; 
 "Notice of General        means the notice convening the 
  Meeting"                  General Meeting as set out in 
                            the Circular; 
 "Numis Securities"        means Numis Securities Limited; 
 "Offer"                   means the proposed recommended 
                            offer by LTG to acquire the entire 
                            issued and to be issued share 
                            capital of NetDimensions (other 
                            than any NetDimensions Shares 
                            already held by LTG (if any)), 
                            to be effected by way of the 
                            Takeover Offer and, where the 
                            context admits, any subsequent 
                            revision, variation, extension

                            or renewal thereof and any replacement 
                            thereof by a Scheme or Merger; 
 "Offer Document"          means the document to be despatched 
                            to NetDimensions Shareholders 
                            containing the details of the 
                            Transaction and, where the context 
                            so admits, includes any form 
                            of acceptance, proxy, election, 
                            direction, notice or other document 
                            reasonably required in connection 
                            with the Takeover Offer; 
 "Offer Price"             means 100 pence per NetDimensions 
                            Share; 
 "Overdraft"               has the meaning given to it in 
                            paragraph 7 of this announcement; 
 "Panel"                   means the Panel on Takeovers 
                            and Mergers; 
 "Participating            has the meaning given to it in 
  Directors"                paragraph 10 of this announcement; 
 "Placees"                 has the meaning given to it in 
                            paragraph 7 of this announcement; 
 "Placing"                 has the meaning given to it in 
                            paragraph 7 of this announcement; 
 "Placing Agreement"       has the meaning given to it in 
                            paragraph 7 of this announcement; 
 "Placing Shares"          has the meaning given to it in 
                            paragraph 7 of this announcement; 
 "Regulatory Information   means any of the services authorised 
  Service"                  from time to time by the FCA 
                            for the purpose of disseminating 
                            regulatory announcements; 
 "Resolutions"             means the resolutions to be proposed 
                            at the General Meeting, as set 
                            out in the Notice of General 
                            Meeting; 
 "Scheme"                  means a scheme of arrangement 
                            under section 86 of the Cayman 
                            Companies Law; 
 "Scheme Document"         means the scheme circular to 
                            be despatched to NetDimensions 
                            Shareholders if the Offer is 
                            effected by way of a Scheme; 
 "Shareholders"            means holders of ordinary shares 
                            in the capital of LTG (whether 
                            directly or, as the context requires, 
                            as direct or indirect holders 
                            of depositary interests in respect 
                            of underlying ordinary shares 
                            in the capital of LTG); 
 "Takeover Offer"          means a takeover offer proposed 
                            to be made under section 88 of 
                            the Cayman Companies Law in connection 
                            with the Offer and upon and subject 
                            to the Conditions; 
 "Transaction"             means the Offer and the Placing 
                            along with the other matters 
                            described in this announcement; 
 "UK" or "United           means the United Kingdom of Great 
  Kingdom"                  Britain and Northern Ireland 
                            and its dependent territories; 
 "United States"           means the United States of America 
                            (including the states of the 
                            United States and the District 
                            of Columbia), its possessions 
                            and territories and all areas 
                            subject to its jurisdiction; 
                            and 
 "Waiver Agreement"        means a waiver agreement entered 
                            into by NetDimensions and the 
                            NetDimensions Directors on the 
                            date of this announcement in 
                            connection with Article 142 of 
                            the NetDimensions Articles.

All references to legislation in this announcement are to English legislation unless the contrary is indicated.

Any reference to any provision of any legislation shall include and amendment, modification, re-enactment or extension thereof.

For the purpose of this announcement, "subsidiary undertaking", "associated undertaking" and "undertaking" have their meaning under the Companies Act 2006 (as amended) of the United Kingdom.

References to "GBP", "pound sterling" and "pence" are to the lawful currency of the United Kingdom.

References to "$" are to the lawful currency of the United States.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

All times referred to in this announcement are to London times unless otherwise specified.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFFEASADELDXEFF

(END) Dow Jones Newswires

February 03, 2017 10:51 ET (15:51 GMT)

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