Learning Technologies : General Meeting Results and Posting of Offer Doc

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 20 February 2017

RECOMMENDED CASH OFFER

by

LEARNING TECHNOLOGIES GROUP PLC

for

NETDIMENSIONS (HOLDINGS) LIMITED

Results of General Meeting and Posting of Offer Document

Learning Technologies Group plc ('LTG'), the integrated e-learning services and technologies provider, announced on 3 February 2017 its proposed recommended all cash offer of 100 pence per share for the entire issued and to be issued share capital of NetDimensions (Holdings) Limited, the integrated enterprise talent management software platform provider ('NetDimensions'), and the conditional Placing to raise approximately £46.5 million ('Offer Announcement'). The Placing is subject inter aliato the approval by Shareholders of the Resolutions set out in the Notice of General Meeting. LTG is pleased to announce that at the General Meeting, which was held earlier today, all Resolutions were duly passed.

Following the passing of the Resolutions at the General Meeting, LTG will, conditional on inter aliathe Offer, having been made, becoming or being declared unconditional in all respects (save for Admission), issue and allot 124,000,000 Placing Shares. Application will be made to the London Stock Exchange for these new Placing Shares to be admitted to trading on AIM and it is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 30 March 2017.

LTG confirms that it has entered into an on demand overdraft facility with Barclays Bank PLC of up to £3.5 million which 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.

LTG is also pleased to announce that a document containing the full terms and conditions of the Offer and the procedures for acceptance of the Offer ('Offer Document') will be posted tomorrow, 21 February 2017, together with the related form of acceptance ('Form of Acceptance'), to NetDimensions Shareholders who hold their shares in registered form. The Offer Document will also be made available free of charge (subject to applicable restrictions with respect to persons resident outside the United Kingdom) on LTG's website at www.ltgplc.com and NetDimensions' website at www.netdimensions.com for the duration of the Offer.

The First Closing Date of the Offer is 14 March 2017.

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 by no later than 1.00 p.m. (London time) on 14 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, shares held in CREST), shareholders should ensure than a Transfer to Escrow instruction (as described in the CREST manual issued by Euroclear UK & Ireland Limited) is made and that settlement occurs no later than 1.00 p.m. (London time) on 14 March 2017 in accordance with the procedure set out in the Offer Document.

By virtue of its status as a company incorporated in the Cayman Islands, the City Code does not apply to NetDimensions. Accordingly, NetDimensions Shareholders are reminded that public disclosures consistent with the provisions of Rule 8 of the City Code need not be made.

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 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
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.

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 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.