NetDimensions : Statement re Proposed Recommended Cash Offer

Released 15:51 GMT 03 February 2017

NetDimensions (Holdings) Limited
('NetDimensions' or the 'Company')

The board of directors of NetDimensions ('Board') notes the announcement made on 3 February 2017 ('Announcement') by Learning Technologies Group Plc ('LTG') and is pleased to confirm to NetDimensions shareholders that it has reached agreement on the terms of a proposed recommended all cash offer by LTG at 100 pence per share (the 'Offer') for the entire issued and to be issued share capital of the Company.

The Offer represents a substantial premium of 118.6 per cent. to the closing mid-market price of 45.75 pence per share on 4 October 2016, being the day prior to the Board's announcement that it had received an unsolicited approach. The Board has since been engaged with interested parties regarding a potential transaction and is pleased to be moving forward with LTG, as reflected in the irrevocable undertakings to accept the Offer given by those directors who also hold shares in the Company. These undertakings, given in respect of a total of 8,964,027 shares and representing approximately 17.48 per cent. of the Company's issued share capital (as set out in the Announcement), demonstrate the strength of the commitment to and support for the Offer of the relevant directors in light of the premium referred to above.

The Offer is also well supported by certain other major shareholders of the Company, who have provided irrevocable undertakings to accept the Offer on the terms set out in the Announcement in respect of a further 20,027,480 shares in aggregate, representing approximately 39.06 per cent. of the Company's issued share capital.

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.'

Enquiries:

Additional Information

The Announcement, which provides further details of the Offer, is available to view at www.ltgplc.com/. The Board confirms that it provided its unanimous consent to the issue of the Announcement.

The Board notes that The City Code on Takeovers and Mergers does not apply to the Company or to the Offer. The Board also notes that, as set out in the timetable in the Announcement, LTG expects to post the Offer document on 21 February 2017. Shareholders do not therefore need to take any action at this stage.

The Company will make further announcements as appropriate.

The information communicated in this announcement is inside information for the purposes of Article 7 of Market Abuse Regulation 596/2014 ('MAR').

About NetDimensions

Established in 1999, NetDimensions (AIM: NETD; OTCQX: NETDY) is a global provider of learning, knowledge and performance management solutions to highly regulated industries.

NetDimensions provides companies, government agencies and other organizations with talent management solutions to personalize learning, share knowledge, enhance performance, and manage compliance programs for employees, customers, partners, and suppliers.

NetDimensions' solutions also include custom content and learning portal development services, as well as off-the-shelf course libraries and regulatory compliance courseware developed by NetDimensions' subject matter experts and content partners.

NetDimensions' award-winning solutions have been chosen by leading organizations worldwide including ING, Cathay Pacific, Chicago Police Department, Geely Automotive, Norton Healthcare, and Fresenius Medical Care.

NetDimensions is ISO 9001 certified and NetDimensions' Secure SaaS practices are ISO 27001 certified.

For more information, visit www.NetDimensions.com or follow @netdimensions on Twitter.