RCS - Learnd SE - Sale of a majority stake

Learnd SEAnnouncement

24/09/2025 14:00

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RNS Number : 6707A  Learnd SE  24 September 2025

Sale of a majority stake in learnd Ltd. as part of a management buy-out and
appointment of former chairman of the supervisory board as sole member of the
management board

 

Luxembourg, September 24, 2025 - learnd SE (ISIN: LU2358378979, Stock
Exchange: Frankfurt) (the "Company") announces the sale of a majority stake
in its operating subsidiary, learnd Ltd., as part of a management buy-out to
a company controlled by its former management board members, as well as the
appointment of the former chairman of the supervisory board as sole member of
the management board.

 

Sale of 50.5% of shares in learnd Ltd.

 

Today, the Company has entered into a share purchase agreement with learnd
Arrow Limited regarding the sale of 50.5% of the shares in its subsidiary,
learnd Ltd. (the "Transaction"). The Transaction values learnd Ltd. at an
enterprise value of EUR 48.5 million. The sale will result in the Company
receiving an amount of EUR 10,455,693.00. In addition, as part of the
Transaction, all outstanding intra-group loans will be settled; as a
consequence, the Company will receive an additional amount of
EUR 10,799,307.00. learnd Arrow Limited is indirectly controlled by John
Clifford and Simon Wood, the two former members of the management board of the
Company. learnd Ltd. encompasses the operating business of the Company. The
share purchase agreement was entered into on customary market terms. The
Transaction is subject to the clearance under the National Security and
Investment Act of the United Kingdom, which is expected to be obtained prior
to October 2, 2025. After the Transaction is completed, the Company will
retain an indirect minority stake of 49.5% of the shares in learnd Ltd.

 

In parallel with the Transaction, the Company will acquire all shares in the
Company held by the two former members of the management board for no
consideration, except for one share each (the "Repurchase"). The Company
intends to propose the cancellation of such repurchased shares to its
shareholders in the next general meeting. Additionally, both former members of
the management board will waive (i) their claims to certain bonus payments to
which they were entitled and (ii) all of their options to subscribe for shares
in the Company (the "Waiver"). Both the Repurchase and the Waiver are subject
to (i) the completion of the Transaction and (ii) the approval of the
cancellation of the repurchased shares by the Company's general meeting.

 

In connection with the share purchase agreement, the Company has entered into
a shareholders' agreement with the new majority shareholder of the operating
company. This shareholders' agreement grants the Company, inter alia, the
right to nominate one of up to four members of the board of directors of the
operating company. Certain extraordinary measures related to the management of
the operating company are subject to the Company's approval.

 

Use of the proceeds from the sale

 

The Company intends to use the net proceeds from the sale as follows:
(i) approximately 40% for the repayment of existing shareholder loans and
another loan, and (ii) approximately 30% for the repayment of acquisition
financing utilized for prior acquisitions. The remaining funds will be
allocated to cover operating costs and, to the extent available, for
distribution to the Company's shareholders.

 

New appointment to the management board and changes in the supervisory board

 

Immediately prior to the Transaction, John Clifford and Simon Wood have
resigned from the management board of the Company to avoid conflicts of
interest. The supervisory board of the Company has appointed Gisbert Rühl,
the former chairman of the supervisory board and co-founder of the SPAC GFJ
ESG Acquisition I SE, as sole member of the management board of the Company.
As his successor, the supervisory board appointed Johann Stachow, former
general counsel of Xella International GmbH, as a member and chair of the
supervisory board of the Company. The supervisory board consists of Johann
Stachow (chair), Karl-Theodor zu Guttenberg, and Stefan Spang.

 

Contact

learnd SE

Gisbert Rühl

9, Rue de Bitbourg

L-1273 Luxembourg

ir@learnd.eu

 

 

Important Notice

 

This announcement may contain forward-looking statements based on current
assumptions and forecasts made by the Company's management board.
Forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those expected in such
statements. The Company assumes no obligation to publicly update or revise any
such statements.

 

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