TIDMLTG TIDMNETD
RNS Number : 3313X
Learning Technologies Group PLC
20 February 2017
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
RECOMMED 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 GBP46.5 million ("Offer
Announcement"). The Placing is subject inter alia to 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 alia the 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 GBP3.5 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCPGUAAPUPMGWU
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February 20, 2017 09:27 ET (14:27 GMT)
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