TIDMLTG TIDMNETD
RNS Number : 4823Z
Learning Technologies Group PLC
15 March 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
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.
15 March 2017
RECOMMED CASH OFFER
by
LEARNING TECHNOLOGIES GROUP PLC
for
NETDIMENSIONS (HOLDINGS) LIMITED
Offer declared unconditional as to acceptances
On 21 February 2017, Learning Technologies Group plc ("LTG"),
the integrated e-learning services and technologies provider, made
an offer for the entire issued and to be issued share capital of
NetDimensions (Holdings) Limited ("NetDimensions"), the integrated
enterprise talent management software platform provider
("Offer").
In addition to announcing the Offer on 3 February 2017, LTG also
announced the conditional Placing to raise approximately GBP46.5
million. Completion of the Placing is conditional on inter alia the
Offer, having been made, becoming or being declared unconditional
in all respects (save for Admission).
Following the announcement of the Offer on 3 February 2017, LTG
has acquired in aggregate 1,000,000 NetDimensions Shares in the
market at an average price of 98.23 pence per share, representing
approximately 1.95 per cent. of the entire issued share capital of
NetDimensions at the First Closing Date. No other NetDimensions
Shares are held by or on behalf of LTG as at the date of this
announcement.
As at 1.00 p.m. on 14 March 2017, valid acceptances had been
received by or on behalf of LTG in respect of a total of 46,817,248
NetDimensions Shares, representing approximately 91.30 per cent. of
the issued share capital of NetDimensions at the First Closing
Date. Accordingly, LTG has acquired or agreed to acquire (including
by way of acceptance of the Offer) in aggregate 93.25 per cent. in
nominal value of the NetDimensions Shares at the First Closing
Date.
As a result, LTG is pleased to announce that the Acceptance
Condition has now been satisfied and the Offer has become
unconditional as to acceptances. The Offer shall remain open for
acceptances for a further 14 days until 1.00 p.m. (London time) on
28 March 2017 and will then close. The Offer remains subject to the
other terms and conditions set out in the offer document published
by LTG on 21 February 2017 ("Offer Document").
It is expected that all of the remaining conditions of the Offer
will be satisfied or otherwise waived by 17 March 2017 and that
Admission, and completion of the Placing, shall take place on 20
March 2017.
NetDimensions Shareholders who have not yet accepted the Offer
are encouraged to do so without delay. To accept the Offer in
respect of NetDimensions Shares held in registered form (that is,
not in CREST), NetDimensions Shareholders should sign, complete and
return the Form of Acceptance so as to be received as soon as
possible, and in any event no later than 1.00 p.m. on 28 March
2017, in accordance with the procedure set out in the Offer
Document and the Form of Acceptance. To accept the Offer in respect
of NetDimensions Shares held in unregistered form (that is,
Depositary Interests held in CREST), shareholders should ensure
that a Transfer to Escrow instruction (as described in the CREST
manual issued by Euroclear UK & Ireland Limited) is made and
that settlement as soon as possible in accordance with the
procedure set out in the Offer Document.
Jonathan Satchell, Chief Executive of LTG, commented:
"We are delighted to have received this level of acceptances to
our Offer, which we expect to become unconditional in all respects
on Monday when the Placing Shares are admitted to trading on AIM.
NetDimensions' major proprietary platform will significantly
enhance the range and scope of LTG's services across the globe,
whilst dovetailing with our existing portfolio of companies and
further accelerating the growth of the Enlarged Group. We are
looking forward to working with our new colleagues, customers and
partners around the world."
Unless otherwise defined in this announcement, capitalised words
and phrases used in this announcement shall have the same meanings
given to them in the Offer Document.
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 LLP, PR Adviser to LTG +44 (0)20 7796 4133
Andrew Hayes / 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 is made solely pursuant to the Offer Document which contains
the full terms and conditions of the Offer, including details of
how to accept the Offer.
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 is not being made, directly or indirectly, in or into,
and is not capable of acceptance in or from, Canada, Australia or
Japan. 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.
This announcement is not an offer of securities for sale in the
United States. The securities referred to herein have not been and
will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act"), or under the securities
laws of any state or other jurisdiction of the United States.
Accordingly, the securities referred to herein may not be offered,
sold, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, in or into, the United States
absent registration under, or pursuant to an applicable exemption
from, the registration requirements of the Securities Act and in
compliance with any relevant state securities laws. There will be
no public offer of the securities referred to herein in the United
States.
Important notices
Canaccord Genuity, which is authorised and regulated in the
United Kingdom 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
United Kingdom 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.
Panmure Gordon (UK) Limited, which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively as
financial adviser, nominated adviser and broker to NetDimensions
and no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than
NetDimensions for providing the protections afforded to clients of
Panmure Gordon (UK) Limited 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.
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", "could",
"should", "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.
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 NetDimensions 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 NetDimensions Shareholders' queries in
relation to NetDimensions.
Contents of this announcement
If you are in any doubt about the contents of this announcement
or the action you should take, you should 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
in the relevant jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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