General Atlantic Svc Learning Technol.Grp - Offer for Learning Technologies Group plc

Learning Technologies

04/12/2024 08:49

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RNS Number : 7546O  General Atlantic Service Company LP  04 December 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS, A PROSPECTUS
EQUIVALENT DOCUMENT OR A PROSPECTUS EXEMPT DOCUMENT AND LTG SHAREHOLDERS
SHOULD NOT MAKE ANY DECISION IN RELATION TO THE ROLLOVER SECURITIES EXCEPT ON
THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT WHICH IS PROPOSED TO BE
PUBLISHED IN DUE COURSE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

4 December 2024

RECOMMENDED ACQUISITION

of

Learning Technologies Group plc

by

Leopard UK Bidco Limited

(a newly formed company owned by funds managed by GASC APF, L.P. and certain
of its managed funds (including Atlantic Park), accounts and/or affiliates
("General Atlantic"))

to be implemented by means of a scheme of arrangement under Part 26 of the
Companies Act 2006

Summary

·          The board of Leopard UK Bidco Limited ("Bidco") and the
independent directors of Learning Technologies Group plc ("LTG") are pleased
to announce that they have reached agreement on the terms and conditions of a
recommended acquisition by Bidco for the entire issued, and to be issued,
ordinary share capital of LTG.

·          Under the terms of the Acquisition, each LTG Shareholder
will be entitled to receive:

for each LTG Share: 100 pence in cash (the "Cash Offer")

·       The cash consideration payable per LTG Share in connection
with the Cash Offer represents a premium of approximately:

·          34 per cent. to the Closing Price of 74.9 pence per LTG
Share on 26 September 2024 (being the last Business Day before the
commencement of the Offer Period);

·        40 per cent. to the volume-weighted average price of 71.2
pence per LTG Share for the one-month period ended 26 September 2024 (being
the last Business Day before the commencement of the Offer Period);

·        37 per cent. to the volume-weighted average price of 73.0
pence per LTG Share for the three-month period ended 26 September 2024 (being
the last Business Day before the commencement of the Offer Period); and

·         44 per cent. to the volume weighted average price of 69.7
pence per LTG Share for the period from the announcement of LTG's trading
update on 24 July 2024 (in respect of the six months ended 30 June 2024) to 26
September 2024 (being the last Business Day before the commencement of the
Offer Period).

·         The Cash Offer values the entire issued, and to be issued,
ordinary share capital of LTG at approximately £802.4 million on a fully
diluted basis.

·         The Cash Offer represents an implied enterprise value
multiple of 9.4 times LTG's Adjusted EBIT 1  of £88.7 million for the full
year ended 31 December 2023.

·          As an alternative to the Cash Offer, eligible LTG
Shareholders may elect, in respect of all or part of their holding of LTG
Shares, to ultimately receive either (but not both) of the following types of
Rollover Securities, in each case in lieu of any cash consideration under the
Cash Offer:

for each LTG Share: 1 Rollover Ordinary Share ("Alternative Offer 1")

or

for each LTG Share: 0.8252 of a Rollover Ordinary Share and 0.2000 of a B
Preference Share ("Alternative Offer 2"),

each an "Alternative Offer" and together, the "Alternative Offers".

·       The Rollover Securities will not be listed. The Alternative
Offers (and the issuance of the relevant Rollover Securities to eligible LTG
Shareholders) are subject to (amongst other things) the receipt of valid
elections from eligible electing LTG Shareholders (including completion of
"know your customer" checks) as well as the Alternative Offer Cap, Scaling
Back and the U.S. Holders Cap. LTG Shareholders who do not elect for an
Alternative Offer, or who do not make a valid election (and/or do not complete
the relevant "know your customer" checks), will receive the full amount of the
cash consideration due to them pursuant to the Cash Offer in respect of their
entire holding of LTG Shares.

·       Further information in relation to the Alternative Offers and the
Rollover Securities (including disadvantages and advantages, risk factors and
other investment considerations, the key rights and restrictions attaching to
the Rollover Securities, as well as the further terms and conditions of the
Alternative Offers) and the Topco Group, is set out in paragraphs 4 and 13 and
Appendix IV (and will be included in the Scheme Document). The Topco
Shareholders' Agreement and the Topco Articles are also available on Bidco's
website at https://announcements-ga.com/ (https://announcements-ga.com/) and
LTG's website at https://ltgplc.com/offer-microsite/
(https://ltgplc.com/offer-microsite/) .

Background to and reasons for the Acquisition

·          General Atlantic has a long and successful track record
of investing in the technology sector and it has leveraged this experience to
help develop some of the most widely known online learning platforms in the
e-learning industry, including Duolingo, Kahoot!, Fluency Academy, Arco,
Crehana, Panorama Education, Articulate, Zoomin, Quizlet, Unacademy, Ruangguru
and Little Golden Star.

·       Since its founding in 1980, General Atlantic has invested
approximately US$67 billion in more than 540 growth companies, including
approximately US$34 billion in around 300 technology companies globally,
including across North America and the United Kingdom. General Atlantic has
built its investment strategy on supporting portfolio companies to enable
growth and take advantage of development opportunities by providing strong
financial backing as well as leveraging General Atlantic's various strategic
resources, wide network and deep knowledge base.

·        Atlantic Park is General Atlantic's Strategic Capital Solutions
franchise. Atlantic Park is focused on creating flexible and sustainable
capital structures to support high quality companies, management teams and
entrepreneurs to achieve their long-term objectives and deliver growth in a
sustainable way. Atlantic Park's mandates are highly flexible in nature and
can take many forms (including investments across the capital structure).

·          General Atlantic and Bidco believe that LTG has built a
portfolio of high quality assets across technology, software and services in
the workplace digital training and learning and talent development market,
with a diversified geographic footprint, customer base and end-market.

·          General Atlantic and Bidco believe that, with the
appropriate investment and optimisation of the Group's portfolio, LTG is well
placed to maintain and improve its position within its core markets.

·          General Atlantic and Bidco believe that the rapidly
evolving market, including the impact of lower custom content demand and human
resources enterprise software consolidation as well as the expected disruptive
impact on the ecosystem from the emergence of generative AI, will require
further investment and optimisation of the Group's portfolio (in addition to
that contemplated by the Group's previously announced active portfolio
management strategy). General Atlantic and Bidco believe that the Group will
face greater competitive pressure in the future, but will also benefit from
increasing training requirements for large corporate customers as they adapt
to AI and other challenges throughout their organisations and markets. These
opportunities will require further investments in the Group's product
solutions and allow for adaptation of the Group's client proposition. General
Atlantic and Bidco therefore believe that LTG requires a supportive partner
with deep expertise in the technology sector to navigate this changing
backdrop and take advantage of the opportunities it may present.

·     In the context of continued market and macro uncertainty, General
Atlantic and Bidco believe that the next stages of LTG's journey and the
execution of its strategy can be best delivered as a private company without
the external pressures placed on a publicly owned company (including frequent
public financial reporting requirements and the associated governance, cost
and regulatory burdens).

·     Following the Acquisition becoming Effective, General Atlantic and
Bidco intend to accelerate LTG's strategy. As a private company, LTG will be
better positioned and have greater flexibility, in a dynamic and fast changing
industry, to invest in the products and technology required to face increasing
competition from peers and offset the potentially disruptive impact of AI and
other challenges. The Group will also be better placed to optimise its
portfolio of its assets and strategy in order to support the growth of the
Group and stabilise the businesses within its portfolio which are currently in
decline.

·        The Group will also benefit from the support of General
Atlantic and be able to leverage its deep experience within the technology and
business services sectors, its extensive network and strategy-enhancing value
creation team to capitalise on the potential opportunities that the market
environment presents. Therefore, both the benefits of private ownership and
having General Atlantic as a partner will help the Group to accelerate its
strategy and maintain and enhance its position across its core markets for the
benefit of all of the Group's customers and employees.

Recommendation

Cash Offer

·          The Independent LTG Directors, who have been so advised
by Goldman Sachs and Deutsche Numis as to the financial terms of the Cash
Offer, consider the terms of the Cash Offer to be fair and reasonable. In
providing their advice to the Independent LTG Directors, Goldman Sachs and
Deutsche Numis have taken into account the commercial assessments of the
Independent LTG Directors. Goldman Sachs and Deutsche Numis are providing
independent financial advice to the Independent LTG Directors for the purposes
of Rule 3 of the Code.

·      Accordingly, the Independent LTG Directors intend to unanimously
recommend that LTG Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolution at the General Meeting (or, in the event that the
Acquisition is implemented by way of an Offer, to accept such Offer), as those
Independent LTG Directors who hold or are beneficially entitled to LTG Shares
have each irrevocably undertaken to do in respect of all of their (and their
connected persons') LTG Shares being, in aggregate, a total of 13,897,147 LTG
Shares (representing approximately 1.75 per cent. of the existing issued
ordinary share capital of LTG on 3 December 2024, being the last Business Day
before the date of this Announcement).

·      On the basis that the proposal from General Atlantic reflects
Andrew Brode and Jonathan Satchell each providing an irrevocable undertaking
to support the Acquisition and to elect for an Alternative Offer in respect of
all or substantially all of their shareholdings, the LTG Board formed an
independent committee comprising all LTG Directors excluding Andrew Brode and
Jonathan Satchell to consider the proposal. The Independent LTG Directors
benefitted from the experience of both executive and non-executive members of
the LTG Board and the independent committee includes all independent members
of the LTG Board. The Independent LTG Directors considered the proposal from
General Atlantic and Bidco and the financial advice received from Goldman
Sachs and Deutsche Numis to assess their recommendation. Neither Andrew Brode
nor Jonathan Satchell has participated in the decision to make the
recommendation referred to above.

Alternative Offers

·          As noted above, Bidco is also separately making available
the Alternative Offers and eligible LTG Shareholders may elect for either (but
not both) of the Alternative Offers in respect of some or all of their LTG
Shares as an alternative to the cash consideration payable in connection with
the Cash Offer.

·          Goldman Sachs and Deutsche Numis are unable to advise the
Independent LTG Directors as to whether or not the financial terms of either
Alternative Offer are fair and reasonable. This is because of the significant
and variable impact the disadvantages and advantages that the Alternative
Offers may have for individual LTG Shareholders as described in paragraphs 4
and 13 and Appendix IV. In addition, neither Goldman Sachs nor Deutsche Numis
has had any involvement in the development and/or validation of any financial
projections for Topco, the Topco Group or the Group. As a result, Goldman
Sachs and Deutsche Numis have been unable to assess any plans that Topco may
have for the development of Topco, the Topco Group or the Group to the degree
necessary to form an assessment of the value of either Alternative Offer.

·      Accordingly, the Independent LTG Directors are unable to form an
opinion as to whether or not the terms of either Alternative Offer are fair
and reasonable. The Independent LTG Directors are not making any
recommendation to LTG Shareholders as to whether or not they should elect for
an Alternative Offer and they are not making any recommendation to LTG
Shareholders between Alternative Offer 1 and Alternative Offer 2.

·          In reviewing the terms of the Alternative Offers, the
Independent LTG Directors, Goldman Sachs and Deutsche Numis have identified
certain key disadvantages and advantages of electing for either of the
Alternative Offers, which are set out in further detail in paragraph 13.

·          The Independent LTG Directors have not entered into any
irrevocable undertakings to elect for an Alternative Offer. The intended
elections of the Independent LTG Directors in respect of their own beneficial
holdings of LTG Shares (if any) will be set out in the Scheme Document.

·      As noted in paragraph 13, Andrew Brode (Chairman and a
non-executive director of LTG) and Jonathan Satchell (Chief Executive Officer
and an executive director of LTG), each of whom are Non-Independent LTG
Directors, have each irrevocably undertaken to elect for an Alternative Offer
in respect of all or substantially all of their current holdings of LTG
Shares, reflective of the proposal from General Atlantic that they should hold
an investment in the Group going forward. Each of their personal circumstances
mean that they are willing to hold (and are capable of holding) unlisted,
non-transferrable instruments, and these factors outweigh the disadvantages
set out in paragraph 4 and the risk factors set out in paragraph 13. Andrew
Brode intends to elect for Alternative Offer 1 and Jonathan Satchell intends
to elect for an Alternative Offer. Jonathan Satchell's intentions with respect
to which Alternative Offer he will elect for will be set out in the Scheme
Document.

·          The Independent LTG Directors consider that, in deciding
whether or not to elect for an Alternative Offer in respect of all or part of
their LTG Shares held and whether they are a suitable investment, LTG
Shareholders should consider carefully the risk factors set out in paragraph
13 as well as the disadvantages and advantages of electing for either of the
Alternative Offers (including, but not limited to, those set out below) in
light of their own personal circumstances and investment objectives. LTG
Shareholders should also ascertain whether acquiring or holding Rollover
Securities is affected by the laws of the relevant jurisdiction in which they
reside. LTG Shareholders are, therefore, strongly recommended to seek their
own independent financial, tax and legal advice in light of their own personal
circumstances and investment objectives before deciding whether to elect for
an Alternative Offer in respect of all or part of their holding of LTG Shares.
Any decision to elect for an Alternative Offer should be based on any such
independent financial, tax and legal advice and full consideration of the
information in this Announcement (including as set out in Appendix IV), the
Topco Shareholders' Agreement and the Topco Articles (each available on
Bidco's website at https://announcements-ga.com/
(https://announcements-ga.com/) and LTG's website at
https://ltgplc.com/offer-microsite/ (https://ltgplc.com/offer-microsite/) )
and in the Scheme Document.

Background to and reasons for the recommendation

LTG today and its strategic transformation

·          LTG is a leader in the learning and talent development
market. LTG's purpose is to help its customers to transform through their
people, acting as a strategic partner through a combination of consulting,
services and technologies. Initially an e-learning business, LTG has been
through a strategic transformation over the last ten years to build a leading
position within the evolving learning and development sector accelerated by a
track record of successful acquisitions. LTG's customer base now includes over
6,000 organisations, addressing a dynamic business landscape and offering one
of the most comprehensive ranges of services and technology within the sector.
LTG is active with approximately 125 of Fortune 500 companies and helps
businesses to address the global skills gap. In the financial year ended 31
December 2023, LTG enabled learning for more than 200 million people and now
employs around 5,000 people in 36 locations across North and South America,
Europe, Asia-Pacific, the Middle East and Africa, through a portfolio shaped
into focused business units around Content & Services and Software &
Platforms, with a mission of being a world leading talent transformation
company.

·          LTG's "buy and build" strategy has created a learning
technologies business with a portfolio of attractive, high margin services and
software businesses. While LTG has delivered attractive overall revenue growth
over the last ten years, significant focus has been placed on strengthening
the operating model of the businesses acquired and driving efficiencies and
margin improvements across all businesses within the Group. As a result, LTG
has a strong track record of driving performance and enhancing returns by
growing profits. This record has led to LTG delivering meaningful value for
shareholders, through a total shareholder return CAGR of over 28 per cent. for
the period from LTG's IPO in 2013 to 26 September 2024 (being the last
Business Day prior to the announcement of a possible offer for LTG by General
Atlantic).

Challenging macroeconomic environment and structural influences impacting
LTG's recent performance

·   Following over a dozen acquisitions, including the transformative
acquisitions of PeopleFluent, Open LMS, Bridge and GP Strategies, as well as
new brand launches, LTG set out a new clear strategy and financial targets for
the Group at its 2022 Capital Markets Day, for the period to the end of the
2025 financial year. In the context of a dynamic and challenging macroeconomic
and uncertain business environment, LTG has not been able to deliver these
targets both in terms of organic revenue expectations and inorganic growth
through an acquisition pipeline.

·          The learning and development sector is correlated with
the economic cycle and the recent macroeconomic environment has been
challenging. As the global economy has delivered slower economic growth,
companies and organisations have sought to reduce discretionary costs and this
has impacted learning and development budgets which have been under pressure.
In addition, LTG's organic performance in recent years has been impacted by
certain structural influences, including consolidation within the broader
human resources enterprise software sector impacting the independent provision
of learning management systems, the evolution of the application of AI within
talent development reducing custom content creation, and a normalisation and
reduction of spending by companies on learning and development following
significant increases during the COVID-19 pandemic.

·          Growth through acquisitions has been a key pillar of the
delivery of the Group's overall growth across capabilities, revenues and
profits. The Group has sought to acquire businesses with complementary
capabilities that it identified as being under-managed, and has then sought to
increase their financial performance through use of best practices and
integration with other businesses within LTG. However, the availability of
suitable acquisition targets which would have a meaningful impact on the
Group's growth prospects at attractive valuation levels has dramatically
slowed. At the same time, the Group's ability to finance these acquisitions
has been notably weakened through a combination of the structurally higher
interest rate environment and the weakening of LTG's share price and valuation
rating which removed its ability to raise equity capital. As a result, the
growth prospects of LTG are now expected to be primarily driven through
organic growth and smaller, bolt-on acquisitions, rather than transformational
acquisitions delivering meaningful acquired growth.

·          Within the context of the recent macroeconomic
environment, LTG's greater reliance on organic rather than acquired growth, as
well as previously announced operational and governance issues in the GP
Strategies business, LTG's recent performance has been impacted with declines
in revenue, lower growth in profitability and lower expectations for future
performance. This impact on LTG's ability to deliver growth, along with a
perception of some portfolio complexity given both the services and software
components to the businesses, has led to a significant reduction in the level
of its valuation rating in line with its growth adjusted valuation rating.

Outlook for LTG

·          Despite the recent performance trends for LTG being below
expectations, with two per cent. organic revenue decline in 2023 financial
year and approximately four per cent. organic revenue decline in the first
half of the 2024 financial year, the LTG Board believes that the learning and
development sector remains an attractive sector on a long-term basis through
the cycle. LTG's strategy positions the business well to deliver growth and
attractive value for shareholders over the medium to long-term such that, as
the macroeconomic environment improves, the strengths of the LTG businesses
and Group strategy will enable LTG to capture the many opportunities available
to it.

·          The learning and development sector has experienced
important structural changes through the growing emergence of AI and what this
means for the provision and usage of services. LTG believes that AI represents
both a significant opportunity and a challenge for the Group as it will impact
the nature, content and provision model of services to customers. While AI
provides the opportunity for substantial efficiencies in the provision of
content and services, it may also mean that some services and activities
provided by LTG will be challenged, adding to the current pressure on demand
and pricing for custom content work. The impact of these trends on LTG has
been to create uncertainty on the outlook and business model across certain
aspects of the Group and is expected to increase the levels of investment
required to capture the opportunities created by AI. Without such levels of
investment, the outlook for LTG would be more uncertain.

·          While the LTG Board believes in the Group's strategic
direction, it is cautious as to the pace at which LTG will be able to deliver
its strategy and the associated value to LTG Shareholders. Key areas of
uncertainty in the execution of LTG's strategic plan and the delivery of value
over the longer-term include the timing of the macroeconomic cycle and its
susceptibility to external shocks and influences, the pace of the structural
decline of certain businesses such as PeopleFluent and Reflektive, the
potential threats in the industry (including the emergence and path of AI,
lower custom content demand, as well as human resources enterprise software
consolidation), and LTG's ability to execute on its acquisition strategy and
drive value through inorganic growth given LTG's current share price and
valuation rating.

·          The LTG Board remains confident in the short-term
delivery of its expectations for the financial performance of LTG as set out
at the time of the announcement on 17 September 2024 of the interim results
for the six months ended 30 June 2024. The LTG Board is also confident in the
longer-term potential opportunity to deliver value to LTG Shareholders through
the strength of LTG's businesses, their strategies and positioning. However,
risks and uncertainties remain in the delivery of this approach and the LTG
Board remains cautious on the timing and level of delivery over the medium to
long-term outlook for LTG.

Proposal from General Atlantic and the process to consider the Cash Offer

·          The LTG Board did not solicit an offer for LTG. However,
the LTG Board regularly considers all options for driving and improving
shareholder value, as highlighted by the recent sales of the VectorVMS
business to PIXID Group for US$50 million and the Lorien Engineering Solutions
business to NIRAS Group for US$21.4 million. The initial unsolicited proposals
received from General Atlantic for LTG were not at a level that the LTG Board
felt adequately reflected an appropriate valuation of LTG and its future
prospects. In assessing the proposals received from General Atlantic, the LTG
Board undertook a thorough process to compare the value of the proposals with
the alternatives for LTG Shareholders. The process undertaken by the LTG Board
included:

·          the receipt of advice from independent financial and
legal advisers throughout the process;

·          consideration of the outlook and strategic plan for LTG
in detail. This process considered the short, medium and long-term
perspectives on outlook for LTG's businesses; and

·          detailed process and valuation assessments of the outlook
for LTG, using a number of valuation methodologies that assess shorter-term
and longer-term perspectives on LTG. This included discounted cash flow
analysis, present value of future share price analysis as well as a comparison
to comparable current and long-term trading and precedent transaction
valuation multiples experienced over extended cycles.

·          The valuation assessment of LTG focused on comparing the
value delivered to LTG Shareholders over a reasonable period of time on a risk
adjusted outlook for LTG relative to the value of the Cash Offer. The
assessment focused on long-term and medium-term valuation analysis to ensure
that it fully captured the recovery of LTG from both an earnings and valuation
rating perspective through the macroeconomic cycle and delivery of the Group's
strategy.

·          General Atlantic made a number of proposals over an
extended period of several months. While this was a period where LTG was
managing a combination of a challenging downward trading environment and
complex stakeholder relationships, the level of General Atlantic's proposal
and the implied valuation rating reached a level where the LTG Board felt that
more detailed engagement was appropriate. In order to facilitate General
Atlantic reaching the level of this proposal and the improvement in the
implied valuation rating, selected due diligence information, including access
to LTG's management, was provided by LTG to General Atlantic.

·          On the basis that the proposal from General Atlantic
reflects Andrew Brode and Jonathan Satchell each providing an irrevocable
undertaking to support the Acquisition and to elect for an Alternative Offer
in respect of all or substantially all of their shareholdings, as noted above,
the LTG Board formed an independent committee comprising all LTG Directors
excluding Andrew Brode and Jonathan Satchell to consider the proposal. The
Independent LTG Directors benefitted from the experience of both executive and
non-executive members of the LTG Board and the independent committee includes
all independent members of the LTG Board. The Independent LTG Directors
considered the proposal from General Atlantic and Bidco and the financial
advice received from Goldman Sachs and Deutsche Numis to assess their
recommendation. Neither Andrew Brode nor Jonathan Satchell has participated in
the decision to make the recommendation referred to above.

Considerations in respect of the Cash Offer

·          In considering the financial terms of the Cash Offer and
determining whether they reflect an appropriate valuation of LTG and its
future prospects, the Independent LTG Directors took into account a number of
factors including that:

·          the Cash Offer reflects the strength of LTG and its
future prospects, including a return to revenue growth and full contribution
from LTG's business with the United States Government, and provides an
opportunity for LTG Shareholders to realise, in cash, the value of their
investments at a fair and reasonable value;

·          the certainty of the value of the Cash Offer should be
weighed against the inherent uncertainty of the delivery of future value that
exists in the business, in particular given the current uncertainty in the
macroeconomic environment and the delivery of LTG's strategic plan;

·          the impact of a higher cost of capital environment
fundamentally impacting general business outlook, valuation ratings, ability
to raise equity financing and range of organic and inorganic opportunities
available to LTG in the future;

·          the terms of the Cash Offer represent an attractive
premium of 34 per cent. to the Closing Price on 26 September 2024 (being the
last Business Day before the commencement of the Offer Period), 40 per cent.
to the volume weighted average price in the month to 26 September 2024, and 44
per cent. to the volume weighted average price from the announcement of LTG's
trading update on 24 July 2024 in respect of the six months ended 30 June 2024
to 26 September 2024;

·          the terms of the Cash Offer imply an enterprise value
multiple of approximately 9.4 times LTG's Adjusted EBIT 2  for the 12 months
ended 31 December 2023; and

·          the Acquisition delivers more risk-adjusted immediate
value to LTG Shareholders than other options considered by the LTG Board,
including a break up of LTG with the associated execution risks and areas of
value leakage such as tax and transaction costs.

·          Accordingly, the Independent LTG Directors believe that
the Cash Offer represents an attractive opportunity for LTG Shareholders to
realise an immediate and certain cash value today for their investment, at a
level which may not be achievable through the execution of LTG's strategy over
the medium to longer-term.

·          In considering the Acquisition, the Independent LTG
Directors have taken into account Bidco's stated intentions for the business
and its employees.

·          Following careful consideration of the financial terms of
the Cash Offer, the combination of value and certainty that the terms of the
Cash Offer provide to LTG Shareholders, and the factors noted above, the
Independent LTG Directors intend to recommend unanimously the Cash Offer to
LTG Shareholders. The Independent LTG Directors who hold or are beneficially
entitled to LTG Shares have each irrevocably undertaken to vote (or procure
voting) in favour of the Scheme at the Court Meeting and the Resolution at the
General Meeting (or, in the event that the Acquisition is implemented by way
of an Offer, to accept or procure acceptance of such Offer) in respect of all
of their (and their connected persons') LTG Shares being, in aggregate, a
total of 13,897,147 LTG Shares (representing approximately 1.75 per cent. of
the existing issued ordinary share capital of LTG on 3 December 2024, being
the last Business Day before the date of this Announcement).

·          Andrew Brode and Jonathan Satchell have indicated that
they believe that the Cash Offer represents a full valuation of LTG and that
they would be willing to accept the Cash Offer of 100 pence per LTG Share. In
line with this position, Andrew Brode and Jonathan Satchell are supportive of
the recommendation of the Independent LTG Directors to LTG Shareholders.
However, the terms of the proposal from General Atlantic reflect Andrew Brode
and Jonathan Satchell electing for an Alternative Offer in respect of all or
substantially all of their shareholdings to enable the Cash Offer to all LTG
Shareholders to proceed. Andrew Brode and Jonathan Satchell therefore have
each irrevocably undertaken to elect for an Alternative Offer in respect of
all or substantially all of their shareholdings. In addition, Andrew Brode and
Jonathan Satchell have each further undertaken to vote (or procure voting) in
favour of the Scheme at the Court Meeting and the Resolution at the General
Meeting (or, in the event that the Acquisition is implemented by way of an
Offer, to accept or procure acceptance of such Offer) in respect of all of
their (and their connected persons') LTG Shares being, in aggregate, a total
of 190,062,090 LTG Shares (representing approximately 23.99 per cent. of the
existing issued ordinary share capital of LTG on 3 December 2024, being the
last Business Day before the date of this Announcement).

·          The Independent LTG Directors have not entered into any
irrevocable undertakings to elect for an Alternative Offer.

Irrevocable undertakings

·          In addition to the irrevocable undertakings from the
Independent LTG Directors who hold LTG Shares, as described above, Bidco has
also received irrevocable undertakings as described below.

·          Andrew Brode, Chairman of LTG and a Non-Independent LTG
Director, has undertaken to vote (or procure voting) in favour of the Scheme
at the Court Meeting and the Resolution at the General Meeting (or, in the
event that the Acquisition is implemented by way of an Offer, to accept or
procure acceptance of such Offer) and to elect to receive Alternative Offer 1
in respect of his entire beneficial holding of LTG Shares, being a total of
117,098,930 LTG Shares (representing approximately 14.78 per cent. of the
existing issued ordinary share capital of LTG on 3 December 2024, being the
last Business Day before the date of this Announcement). The undertaking will
remain binding in the event a higher competing offer for LTG is made.

·          Jonathan Satchell, Chief Executive Officer and an
executive director of LTG, and a Non-Independent LTG Director, has undertaken
to vote (or procure voting) in favour of the Scheme at the Court Meeting and
the Resolution at the General Meeting (or, in the event that the Acquisition
is implemented by way of an Offer, to accept or procure acceptance of such
Offer) in respect of his entire beneficial holding of LTG Shares, being a
total of 72,963,160 LTG Shares (representing approximately 9.21 per cent. of
the existing issued ordinary share capital of LTG on 3 December 2024, being
the last Business Day before the date of this Announcement), and to elect to
receive: (i) the Cash Offer in respect of 2,800,000 of his LTG Shares
(representing approximately 0.35 per cent. of the existing issued ordinary
share capital of LTG on 3 December 2024, being the last Business Day before
the date of this Announcement); and (ii) an Alternative Offer in respect of
70,163,160 of his LTG Shares (representing approximately 8.86 per cent. of the
existing issued ordinary share capital of LTG on 3 December 2024, being the
last Business Day before the date of this Announcement). The undertaking will
remain binding in the event a higher competing offer for LTG is made.

·          Monique Vasconcelos has undertaken to vote (or procure
voting) in favour of the Scheme at the Court Meeting and the Resolution at the
General Meeting (or, in the event that the Acquisition is implemented by way
of an Offer, to accept or procure acceptance of such Offer) in respect of her
entire beneficial holding of LTG Shares, being a total of 13,932,059 LTG
Shares (representing approximately 1.76 per cent. of the existing issued
ordinary share capital of LTG on 3 December 2024, being the last Business Day
before the date of this Announcement). The undertaking will remain binding in
the event a higher competing offer for LTG is made.

·          Richard Griffiths has undertaken to vote (or procure
voting) in favour of the Scheme at the Court Meeting and the Resolution at the
General Meeting (or, in the event that the Acquisition is implemented by way
of an Offer, to accept or procure acceptance of such Offer) in respect of a
total of 2,125,595 LTG Shares (representing approximately 0.27 per cent. of
the existing issued ordinary share capital of LTG on 3 December 2024, being
the last Business Day before the date of this Announcement). The undertaking
will lapse and cease to be binding in the event a competing offer for LTG is
made and the consideration payable for each LTG Share under such offer
represents a premium of more than 10 per cent. to the price per LTG Share
being offered at that time by Bidco (or anyone acting in concert with Bidco)
in connection with the Acquisition.

·          Bidco has, therefore, received irrevocable undertakings
to vote (or procure voting) in favour of the Scheme at the Court Meeting and
the Resolution at the General Meeting (or, in the event that the Acquisition
is implemented by way of an Offer, to accept or procure acceptance of such
Offer) in respect of a total of 220,016,891 LTG Shares (representing
approximately 27.77 per cent. of the existing issued ordinary share capital of
LTG on 3 December 2024, being the last Business Day before the date of this
Announcement).

·          Bidco has also received irrevocable undertakings to elect
for the Alternative Offers in respect of 187,262,090 LTG Shares (representing
approximately 23.63 per cent. of the existing issued ordinary share capital of
LTG on 3 December 2024, being the last Business Day before the date of this
Announcement).

·          Further details of these irrevocable undertakings,
including the circumstances in which the irrevocable undertakings may lapse or
cease to be binding, are set out in Appendix III.

Information on Bidco and General Atlantic

·          Bidco is a private limited company registered in England
and Wales and incorporated on 13 November 2024. Bidco is an entity owned
indirectly by Topco. Bidco was formed for the purposes of the Acquisition and
has not traded since its date of incorporation, nor has it entered into any
obligations other than in connection with the Acquisition.

·          General Atlantic is a global growth investor founded in
1980. The firm has approximately US$100 billion in assets under management and
225 current investments, employing more than 900 professionals. General
Atlantic seeks to identify investment themes that are driven by innovation and
entrepreneurship and supported by growth. Its products include growth equity,
credit, energy transition and infrastructure.

·          As noted above, Atlantic Park is General Atlantic's
Strategic Capital Solutions franchise. Atlantic Park is focused on creating
flexible and sustainable capital structures to support high quality companies,
management teams and entrepreneurs to achieve their long-term objectives and
deliver growth in a sustainable way. Atlantic Park's mandates are highly
flexible in nature and can take many forms (including investments across the
capital structure).

Information on LTG

·          LTG is a key player in the growing workplace digital
training and learning and talent development market. LTG offers end-to-end
learning and talent solutions ranging from strategic consultancy, through a
range of content and platform solutions to analytical insights that enable
corporate and government clients to close the gap between current and future
workforce capability.

·          LTG is a public limited company registered in England and
Wales. The LTG Shares are traded on AIM, a market operated by the London Stock
Exchange (LTG.L) and headquartered in London. LTG has offices in Europe, North
America, South America and Asia-Pacific.

General

·          The Cash Offer (and, as the case may be, the
consideration due under the Alternative Offers) assumes that LTG Shareholders
will not receive any dividend, distribution and/or any other return of capital
or value following the date of this Announcement.

·          If, on or after the date of this Announcement and before
the Effective Date, any dividend, distribution and/or other return of capital
or value is authorised, declared, made, paid or becomes payable in respect of
the LTG Shares, Bidco reserves the right to reduce the consideration payable
under the terms of the Cash Offer (and, as the case may be, the number of
Rollover Securities due under the terms of the Alternative Offers, assuming
that the value of the Rollover Securities to be issued under the Alternative
Offers for each LTG Share is equal to the consideration payable under the Cash
Offer) by an amount up to the amount of such dividend, distribution and/or
other return of capital or value. In these circumstances, the relevant
eligible LTG Shareholders will be entitled to receive and retain such
dividend, distribution and/or return of capital or value that is authorised,
declared, made, paid or becomes payable, and any reference in this
Announcement to the consideration payable under the Cash Offer (or
consideration due under the Alternative Offers) will be deemed to be a
reference to the consideration as so reduced. Any exercise by Bidco of its
rights referred to in this paragraph will be the subject of an announcement
and, for the avoidance of doubt, will not be regarded as constituting any
revision or variation of the terms of the Scheme.

Timetable and Conditions

·          It is intended that the Acquisition will be implemented
by way of a Court-approved scheme of arrangement between LTG and LTG
Shareholders under Part 26 of the Companies Act (although Bidco reserves the
right to implement the Acquisition by way of an Offer, subject to the consent
of the Panel, where necessary, and the terms of the Co-operation Agreement).

·          The Acquisition is conditional on, among other things:
(i) the approval of LTG Shareholders of the Resolution to be proposed at the
General Meeting; (ii) the approval of LTG Shareholders of the Scheme at the
Court Meeting; and (iii) the satisfaction or waiver of the relevant antitrust
and foreign direct investment approvals including in the United Kingdom,
Germany and the United States, in each case if and to the extent required. The
Conditions to the Acquisition are set out in full in Appendix I along with
certain other terms. The full terms and conditions will be set out in the
Scheme Document.

·          The Acquisition will be put to LTG Shareholders at the
Court Meeting and to LTG Shareholders at the General Meeting. In order to
become Effective, the Scheme must be approved by a majority in number of LTG
Shareholders present and voting (and entitled to vote) at the Court Meeting,
either in person or by proxy, representing at least 75 per cent. or more in
value of the LTG Shares held and voted by those LTG Shareholders. In addition,
the Resolution implementing the Scheme must be passed by the requisite
majority of LTG Shareholders representing at least 75 per cent. of votes cast
at the General Meeting.

·          It is expected that the Scheme Document, containing
further information about the Acquisition and notices of the Court Meeting and
General Meeting, together with the associated Forms of Proxy and Form(s) of
Election, will be dispatched to LTG Shareholders as soon as practicable and,
in any event, within 28 days of this Announcement (or such later time as LTG,
Bidco and the Panel may agree). The Court Meeting and General Meeting are
expected to be held as soon as reasonably practicable thereafter. A copy of
the KYC Form(s) for completion of the requisite "know your customer" checks in
connection with the Alternative Offers and the Rollover Securities is expected
to be made available at the time of publication of the Scheme Document. The
Scheme Document will also be made available on Bidco's website at
https://announcements-ga.com/ (https://announcements-ga.com/) and LTG's
website at https://ltgplc.com/offer-microsite/
(https://ltgplc.com/offer-microsite/) .

·          The Acquisition is currently expected to complete during
the first quarter of 2025, subject to the satisfaction or waiver (where
applicable) of the Conditions. An expected timetable of key events relating to
the Acquisition will be set out in the Scheme Document.

·          Commenting on the Acquisition, Andrew Brode, Chair of
LTG, said:

"Over the last eleven years as a listed company, LTG has undergone a strategic
transformation to become a global leader in learning and talent development.
The hard work and dedication of a highly talented and driven group of people
has enabled this achievement. The Group now employs 5,000 people and helps
more than 6,000 organisations around the world to transform their own
workforce. We are pleased that General Atlantic is aligned to this important
purpose and will partner with colleagues on this mission going forward."

·          Commenting on the Acquisition, Simon Boddie, Senior
Independent Director of LTG, said:

"The Independent LTG Directors have undertaken a detailed process to assess
the Cash Offer from General Atlantic and believe that the terms appropriately
value LTG and its future prospects. In a challenging macroeconomic and
uncertain business environment for LTG, the Cash Offer represents an
opportunity for LTG Shareholders to realise this attractive value. I would
like to recognise the exceptional contribution of our people and their talent
and innovation that has driven the Group's substantial progress and many
benefits to our stakeholders."

·          Commenting on the Acquisition, Gil Badart, Principal at
General Atlantic, said:

"The LTG team has built a high-quality business that enables critically
important digital training, learning and talent development opportunities
across workplaces globally. As the ecosystem continues to rapidly evolve in
the midst of disruptive digital advancements, we believe Atlantic Park's
flexible mandate and capabilities will deliver a sustainable capital structure
to LTG to best support the company in accelerating its strategy and enhancing
its position across core markets. We are excited to partner with LTG on its
continued transformation journey and look forward to leveraging our deep
technology and industry expertise to enable the company to achieve its
long-term growth ambitions."

This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and the Appendices. The Conditions to, and certain
further terms of, the Acquisition are set out herein and in Appendix I and the
full terms and conditions of the Acquisition will be set out in the Scheme
Document. The bases of calculations and sources for certain financial
information contained in this Announcement are set out in Appendix II. Details
of the irrevocable undertakings received by Bidco in relation to the
Acquisition are set out in Appendix III. Details of Topco, the Intermediate
Midcos, Bidco, the Rollover Securities, as well as the key terms of the Topco
Shareholders' Agreement and the Topco Articles are set out in Appendix IV.
Certain confirmations from the LTG Directors are set out in Appendix V.
Certain definitions and terms used in this Announcement are set out in
Appendix VI.

Enquiries:

 General Atlantic (Media)                                                     +(1) 212 715 4000
 Emily Japlon
 Sara Widmann

 PJT Partners (UK) Limited (Lead Financial Adviser to Bidco)                  +44 (0)20 3650 1100

 Kush Nanjee
 Hugo Baring
 Henry Lebus
 Michael Gilbert                                                              +(1) 212 364 7800
 Jitesh Jeswani

 HSBC Bank plc (Joint Financial Adviser to Bidco)                             +44 (0)20 7991 8888
 Anthony Parsons
 Christopher Fincken
 Gregory Scott
 Bhavin Dixit
 Alex Thomas

 Edelman Smithfield (Communications Adviser to Bidco)                         +44 7970 174 353
 Alex Simmons

 LTG                                                                          +44 (0)20 7832 3440

 Jonathan Satchell, Chief Executive
 Kath Kearney-Croft, Chief Financial Officer

 Goldman Sachs International (Lead Financial Adviser and Corporate Broker to
 LTG)

                                                                            +44 (0)20 7774 1000
 Nick Harper
 Khamran Ali
 Bertie Whitehead
 Adam Laikin
 Lorenzo Carlino

 Deutsche Numis (NOMAD, Joint Financial Adviser and Corporate Broker to LTG)  +44 (0)20 7260 1000
 Nick Westlake
 Ben Stoop
 Alec Pratt
 Tejas Padalkar
 Alexander Kladov

 FTI Consulting (Communications Adviser to LTG)                               +44 (0)20 3727 1000

                                                                              LTG@fticonsulting.com
 Jamie Ricketts
 Emma Hall
 Lucy Highland

The person responsible for arranging the release of this Announcement on
behalf of LTG is Claire Walsh, Company Secretary of LTG.

Paul, Weiss, Rifkind, Wharton & Garrison LLP is retained as legal adviser
to Bidco and General Atlantic.

DLA Piper UK LLP is retained as legal adviser to LTG.

Important Notices

HSBC Bank plc ("HSBC"), which is authorised by the Prudential Regulation
Authority ("PRA") and regulated in the UK by the Financial Conduct Authority
("FCA") and the PRA, is acting exclusively as financial adviser to Bidco and
no one else in connection with the Acquisition and will not be responsible to
anyone other than Bidco for providing the protections afforded to clients of
HSBC nor for providing advice in connection with the Acquisition or any matter
referred to herein. Neither HSBC nor any of its subsidiaries, branches or
affiliates, nor any of its or their respective partners, directors, employees,
officers, agents or representatives owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of HSBC in
connection with this Announcement, the Acquisition, any statement contained
herein or otherwise.

PJT Partners (UK) Limited ("PJT Partners"), which is authorised and regulated
in the UK by the FCA, is acting exclusively as financial adviser to Bidco and
no one else in connection with the Acquisition and will not be responsible to
anyone other than Bidco for providing the protections afforded to clients of
PJT Partners nor for providing advice in connection with the Acquisition or
any matter referred to herein. Neither PJT Partners nor any of its
subsidiaries, branches or affiliates, nor any of its or their respective
partners, directors, employees, officers, agents or representatives owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of PJT Partners in connection with this
Announcement, the Acquisition, any statement contained herein or otherwise.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA
and regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for LTG as financial adviser and no one else in connection with
the Acquisition and other matters set out in this Announcement and will not be
responsible to anyone other than LTG for providing the protections afforded to
clients of Goldman Sachs, nor for providing advice in connection with the
Acquisition, the content of this Announcement or any matter referred to
herein. Neither Goldman Sachs nor any of Goldman Sachs' subsidiaries,
affiliates or branches owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Goldman
Sachs in connection with this Announcement, any statement contained herein or
otherwise.

Numis Securities Limited (trading as "Deutsche Numis"), which is authorised
and regulated in the UK by the FCA, is acting exclusively as financial adviser
to LTG and no one else in connection with the Acquisition and will not regard
any other person as its client in relation to the matters in this Announcement
and will not be responsible to anyone other than LTG for providing the
protections afforded to clients of Deutsche Numis nor for providing advice in
connection with the Acquisition or any matter referred to herein. Neither
Deutsche Numis nor any of its affiliates (nor any of their respective
directors, officers, employees or agents), owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Deutsche Numis in connection with the Acquisition or any statement contained
herein or otherwise. No representation or warranty, express or implied, is
made by Deutsche Numis as to the contents of this Announcement.

This Announcement is for information purposes only. It does not constitute,
and is not intended to constitute, or form part of, any offer, invitation or
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor
will there be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law. The Acquisition will be made solely
pursuant to the terms of the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the Offer Document), which will contain the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any vote or decision in respect of, or other
response to, the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is implemented by
way of an Offer, the Offer Document).

LTG will prepare the Scheme Document to be distributed to LTG Shareholders.
LTG and Bidco urge LTG Shareholders to read the Scheme Document when it
becomes available because it will contain important information in relation to
the Acquisition.

This Announcement does not constitute a prospectus or prospectus exemption
document.

This Announcement has been prepared for the purpose of complying with the laws
of England and Wales, the AIM Rules and the Code and the 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 and Wales.

Overseas Shareholders

The release, publication or distribution of this Announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law.
Persons who are not resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any applicable
requirements.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly, copies
of this Announcement and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.

The availability of the Acquisition to LTG Shareholders who are not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable legal
and regulatory requirements.

The Rollover Securities are not being offered, sold, resold, taken up,
transferred or delivered, directly or indirectly, in, into or from any
Restricted Jurisdiction or to, or for the account or benefit of, any Overseas
Shareholders who are resident in, or are nationals or citizens of, any
Restricted Jurisdiction (or who are nominees, custodians, trustees or
guardians for, citizens, residents or nationals of such Restricted
Jurisdictions), except pursuant to an applicable exemption from, or in a
transaction not subject to, applicable securities laws of those jurisdictions
and/or where all regulatory approvals (where applicable) have been validly
obtained. Any individual acceptances of an Alternative Offer will only be
valid if all regulatory approvals by an LTG Shareholder to acquire the
relevant Rollover Securities have been obtained.

LTG Shareholders should be aware that the transaction contemplated herein may
have tax consequences and that such consequences, if any, are not described
herein. LTG Shareholders are urged to consult with appropriate legal, tax and
financial advisers in connection with the consequences of the Acquisition
(including any election for an Alternative Offer) on them. It is intended that
the Bidco Rollover Securities, Midco 3 Rollover Securities, Midco 2 Rollover
Securities and Midco 1 Rollover Securities constitute non-qualifying corporate
bonds for holders of such securities who are UK tax resident individuals.

The Acquisition will be subject to the laws of England and Wales, the
jurisdiction of the Court, and the applicable requirements of the Code, the
Panel, the AIM Rules, the London Stock Exchange and the FCA.

Additional information for U.S. investors

The Acquisition relates to shares of a UK company and is proposed to be
implemented by means of a scheme of arrangement under the laws of England and
Wales. A transaction implemented by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules under the
U.S. Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural
requirements applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of United States tender offer and
proxy solicitation rules.

The receipt of consideration by a U.S. holder for the transfer of its LTG
Shares pursuant to the Scheme may have tax consequences in the United States.
Each LTG Shareholder is urged to consult their independent professional
adviser immediately regarding the tax consequences of the Acquisition
applicable to them, including under applicable United States state, federal
and local, as well as overseas and other tax laws.

Financial information relating to LTG included in this Announcement and the
Scheme Document has been or shall have been prepared in accordance with
accounting standards applicable in the United Kingdom and may not be
comparable to financial information of U.S. companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.

Bidco and LTG are organised under the laws of England and Wales. Some or all
of the officers and directors of Bidco and LTG, respectively, are residents of
countries other than the United States. ln addition, most of the assets of LTG
are located outside the United States. As a result, it may be difficult for
U.S. shareholders of LTG to effect service of process within the United States
upon Bidco or LTG or their respective officers or directors or to enforce
against them a judgment of a U.S. court predicated upon the federal or state
securities laws of the United States.

The Rollover Securities have not been, and will not be, registered under the
U.S. Securities Act, or applicable state securities laws. Accordingly, the
Rollover Securities may not be offered, sold, resold, taken up, transferred or
delivered, directly or indirectly, in the United States absent registration or
an available exemption or a transaction not subject to the registration
requirements of the U.S. Securities Act. Accordingly, the Rollover Securities
will not be issued to LTG Shareholders unless Bidco determines that they may
be issued pursuant to an exemption from, or in a transaction that is not
subject to, the registration requirements of the U.S. Securities Act as
provided by Section 3(a)(10) of the U.S. Securities Act or another available
exemption.

The Rollover Securities are expected to be issued in reliance on the exemption
from the registration requirements of the U.S. Securities Act set forth in
Section 3(a)(10) thereof on the basis of the approval of the Court, and
similar exemptions from registration under applicable state securities laws.
Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any
securities issued in exchange for one or more bona fide outstanding securities
from the general requirement of registration under the U.S. Securities Act,
where the terms and conditions of the issuance and exchange of such securities
have been approved by a court of competent jurisdiction that is expressly
authorised by law to grant such approval, after a hearing upon the substantive
and procedural fairness of the terms and conditions of such issuance and
exchange at which all persons to whom it is proposed to issue the securities
have the right to appear and receive timely and adequate notice thereof. The
Court is authorised to conduct a hearing at which the substantive and
procedural fairness of the terms and conditions of the Scheme will be
considered. For the purposes of qualifying for the exemption provided by
Section 3(a)(10) of the U.S. Securities Act, LTG will advise the Court before
the hearing that the Court's approval of the Scheme will constitute the basis
for an exemption from the registration requirements of the U.S. Securities
Act, pursuant to Section 3(a)(10).

THE SCHEME AND THE ROLLOVER SECURITIES TO BE ISSUED IN CONNECTION THEREWITH
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER SECURITIES
REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES PASSED UPON
THE FAIRNESS OR THE MERITS OF THIS TRANSACTION OR UPON THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by LTG, Bidco, any member of the Wider Learning
Technologies Group, any member of the Wider Bidco Group or General Atlantic,
contain statements which are, or may be deemed to be, "forward-looking
statements". Such forward-looking statements are prospective in nature and are
not based on historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the environment in
which Bidco and LTG shall operate in the future and are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied by those statements.

The forward-looking statements contained in this Announcement relate to Bidco
and LTG's future prospects, developments and business strategies, the expected
timing and scope of the Acquisition and other statements other than historical
facts. In some cases, these forward-looking statements can be identified by
the use of forward-looking terminology, including the terms "believes",
"estimates", "will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to", "budget",
"scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving",
"projects", "intends", "may", "will", "shall" or "should" or their negatives
or other variations or comparable terminology. Forward-looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Bidco's,
LTG's, any member of the Bidco Group's or any member of the Group's operations
and potential synergies resulting from the Acquisition; and (iii) the effects
of global economic conditions and governmental regulation on Bidco's, LTG's,
any member of the Bidco Group's or any member of the Group's business.

Although Bidco and LTG believe that the expectations reflected in such
forward-looking statements are reasonable, neither Bidco nor LTG (nor any of
their respective associates, directors, officers or advisers) can give any
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: (i) the ability to complete the
Acquisition; (ii) the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
schedule; (iii) changes in the global, political, economic, business and
competitive environments and in market and regulatory forces; (iv) changes in
future exchange and interest rates; (v) changes in tax rates; (vi) future
business combinations or disposals; (vii) changes in general economic and
business conditions; (viii) changes in the behaviour of other market
participants; (ix) changes in the anticipated benefits from the proposed
transaction not being realised as a result of changes in general economic and
market conditions in the countries in which Bidco and LTG operate; (x) weak,
volatile or illiquid capital and/or credit markets; (xi) changes in the degree
of competition in the geographic and business areas in which Bidco and LTG
operate; (xii) changes in laws or in supervisory expectations or requirements;
and (xiii) any epidemic or pandemic or disease outbreak or global health
crisis. Other unknown or unpredictable factors could cause actual results to
differ materially from those expected, estimated or projected in the
forward-looking statements. If any one or more of these risks or uncertainties
materialises or if any one or more of the assumptions proves incorrect, actual
results may differ materially from those expected, estimated or projected.
Such forward-looking statements should therefore be construed in the light of
such factors.

Neither LTG nor Bidco, nor any of their respective associates or directors,
officers or advisers, 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. Given these risks and
uncertainties, potential investors should not place any reliance on
forward-looking statements.

Specifically, statements of estimated cost savings and synergies relate to
future actions and circumstances which, by their nature involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the Group, there may be additional changes to
the Group's operations. As a result, and given the fact that the changes
relate to the future, the resulting cost synergies may be materially greater
or less than those estimated.

The forward-looking statements speak only at the date of this Announcement.
All subsequent oral or written forward-looking statements attributable to
Bidco, LTG, any member of the Bidco Group or the Group, or any of their
respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above.

LTG and Bidco (and their respective associates, directors, officers or
advisers) expressly disclaim any intention or obligation to update or revise
any forward-looking statements, other than as required by law or by the rules
of any competent regulatory authority, whether as a result of new information,
future events or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of a target company or of any
securities exchange bidder (being any bidder other than a bidder in respect of
which it has been announced that its offer is, or is likely to be, solely in
cash) must make an Opening Position Disclosure following the commencement of
the offer period and, if later, following the announcement in which any
securities exchange bidder is first identified. An Opening Position Disclosure
must contain details of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of: (i) the target
company; and (ii) any securities exchange bidder(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by no later
than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in
which any securities exchange bidder is first identified. Relevant persons who
deal in the relevant securities of the target company or of a securities
exchange bidder prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the target company or
of any securities exchange bidder must make a Dealing Disclosure if the person
deals in any relevant securities of the target company or of any securities
exchange bidder. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of: (i) the target company; and
(ii) any securities exchange bidder(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of a target company or a securities exchange bidder, they shall be
deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the target company and by
any bidder and Dealing Disclosures must also be made by the target company, by
any bidder and by any persons acting in concert with any of them (see Rules
8.1, 8.2 and 8.4).

Details of the target and bidder companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
http://www.thetakeoverpanel.org.uk/ (http://www.thetakeoverpanel.org.uk/) ,
including details of the number of relevant securities in issue, when the
offer period commenced and when any bidder was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.

No profit forecasts, estimates or quantified benefits statement

Save for the LTG Statement set out in paragraph 9 and Appendix V, no statement
in this Announcement is intended as a profit forecast, profit estimate or
quantified benefits statement for any period and no statement in this
Announcement should be interpreted to mean that earnings or earnings per share
for Bidco or LTG, as appropriate, for the current or future financial years
would necessarily match or exceed the historical published earnings or
earnings per share for Bidco or LTG, as appropriate.

Publication on website and availability of hard copies

A copy of this Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Bidco's and LTG's websites at https://announcements-ga.com/
(https://announcements-ga.com/) and https://ltgplc.com/offer-microsite/
(https://ltgplc.com/offer-microsite/) , respectively, by no later than 12 noon
(London time) on 5 December 2024. For the avoidance of doubt, the contents of
these websites or any other website accessible from hyperlinks are not
incorporated into and do not form part of this Announcement.

You may request a hard copy of this Announcement by contacting Computershare
Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ or
by telephone on +44 (0)370 702 0000. You may also request that all future
documents, announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by LTG Shareholders, persons with information rights and
other relevant persons for the receipt of communications from LTG may be
provided to Bidco during the Offer Period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

General

Bidco reserves the right to elect (subject to the consent of the Panel, where
necessary, and the terms of the Co-operation Agreement) to implement the
Acquisition by way of an Offer as an alternative to the Scheme. In such event,
the Offer will be implemented on substantially the same terms and conditions,
so far as is applicable, as those which would apply to the Scheme (subject to
appropriate amendments to reflect the change in method of implementation and
the terms of the Co-operation Agreement).

If the Acquisition is implemented by way of an Offer, and such an Offer
becomes or is declared unconditional and sufficient acceptances are received,
Bidco intends to: (i) make a request to the London Stock Exchange to cancel
the admission to trading of LTG Shares on AIM; and (ii) exercise its rights to
apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to
acquire compulsorily the remaining LTG Shares in respect of which the Offer
has not been accepted.

Investors should be aware that Bidco may purchase LTG Shares otherwise than
under any Offer or the Scheme, including pursuant to privately negotiated
purchases.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.

Inside information

The information in this Announcement is deemed by LTG to constitute inside
information as stipulated under the Market Abuse Regulation (EU) No. 596/2014
(as it forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018). On the publication of this Announcement via a Regulatory
Information Service, this inside information is now considered to be in the
public domain.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, as at the date of this Announcement,
LTG confirms that it has 792,346,573 ordinary shares of £0.00375 each in
issue (including 179,340 ordinary shares held through its employee benefit
trust) and admitted to trading on AIM, a market operated by the London Stock
Exchange. There are no shares held in treasury. The International Securities
Identification Number (ISIN) for the ordinary shares is GB00B4T7HX10.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS, A PROSPECTUS
EQUIVALENT DOCUMENT OR A PROSPECTUS EXEMPT DOCUMENT AND LTG SHAREHOLDERS
SHOULD NOT MAKE ANY DECISION IN RELATION TO THE ROLLOVER SECURITIES EXCEPT ON
THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT WHICH IS PROPOSED TO BE
PUBLISHED IN DUE COURSE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

4 December 2024

RECOMMENDED ACQUISITION

of

Learning Technologies Group plc

by

Leopard UK Bidco Limited

(a newly formed company owned by funds managed by GASC APF, L.P. and certain
of its managed funds (including Atlantic Park), accounts and/or affiliates
("General Atlantic"))

to be implemented by means of a scheme of arrangement under Part 26 of the
Companies Act 2006

1.             Introduction

The board of Leopard UK Bidco Limited ("Bidco") and the independent directors
of Learning Technologies Group plc ("LTG") are pleased to announce that they
have reached agreement on the terms and conditions of a recommended
acquisition by Bidco for the entire issued, and to be issued, ordinary share
capital of LTG.

It is intended that the Acquisition will be implemented by way of a
Court-approved scheme of arrangement between LTG and LTG Shareholders under
Part 26 of the Companies Act (although Bidco reserves the right to implement
the Acquisition by way of an Offer, subject to the consent of the Panel, where
necessary, and the terms of the Co-operation Agreement). The Conditions to,
and certain further terms of, the Acquisition are set out in full in Appendix
I and the full terms and conditions of the Acquisition will be set out in the
Scheme Document.

2.             The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix I and the full terms and conditions to
be set out in the Scheme Document, each LTG Shareholder will be entitled to
receive:

for each LTG Share: 100 pence in cash (the "Cash Offer")

The cash consideration payable per LTG Share in connection with the Cash Offer
represents a premium of approximately:

·          34 per cent. to the Closing Price of 74.9 pence per LTG
Share on 26 September 2024 (being the last Business Day before the
commencement of the Offer Period);

·          40 per cent. to the volume-weighted average price of 71.2
pence per LTG Share for the one-month period ended 26 September 2024 (being
the last Business Day before the commencement of the Offer Period);

·          37 per cent. to the volume-weighted average price of 73.0
pence per LTG Share for the three-month period ended 26 September 2024 (being
the last Business Day before the commencement of the Offer Period); and

·          44 per cent. to the volume weighted average price of 69.7
pence per LTG Share for the period from the announcement of LTG's trading
update on 24 July 2024 in respect of the six months ended 30 June 2024 to
(being the last Business Day before the commencement of the Offer Period).

The Cash Offer values the entire issued, and to be issued, ordinary share
capital of LTG at approximately £802.4 million on a fully diluted basis.

The Cash Offer represents an implied enterprise value multiple of 9.4 times
LTG's Adjusted EBIT 3  of £88.7 million for the full year ended 31 December
2023.

As an alternative to the Cash Offer, eligible LTG Shareholders may elect to
participate in either (but not both) of the Alternative Offers in order to
receive Rollover Securities comprising unlisted securities in the capital of
Topco. Further detail in relation to the Alternative Offers and the Rollover
Securities is set out in paragraphs 4 and 13 and at Appendix IV.

The LTG Shares will be acquired pursuant to the Acquisition fully paid and
free from all liens, equities, charges, encumbrances, options, rights of
pre‑emption and any other third party rights and interests of any nature and
together with all rights now or hereafter attaching or accruing thereto,
including, without limitation, voting rights and the right to receive and
retain in full all dividends, distributions and/or other return of capital or
value authorised, declared, made, paid or becomes payable with a record date
in respect of the LTG Shares on or after the Effective Date.

3.             Background to and reasons for the Acquisition

General Atlantic has a long and successful track record of investing in the
technology sector and it has leveraged this experience to help develop some of
the most widely known online learning platforms in the e-learning industry,
including Duolingo, Kahoot!, Fluency Academy, Arco, Crehana, Panorama
Education, Articulate, Zoomin, Quizlet, Unacademy, Ruangguru and Little Golden
Star.

Since its founding in 1980, General Atlantic has invested approximately US$67
billion in more than 540 growth companies, including approximately US$34
billion in around 300 technology companies globally, including across North
America and the United Kingdom. General Atlantic has built its investment
strategy on supporting portfolio companies to enable growth and take advantage
of development opportunities by providing strong financial backing as well as
leveraging General Atlantic's various strategic resources, wide network and
deep knowledge base.

Atlantic Park is General Atlantic's Strategic Capital Solutions franchise.
Atlantic Park is focused on creating flexible and sustainable capital
structures to support high quality companies, management teams and
entrepreneurs to achieve their long-term objectives and deliver growth in a
sustainable way. Atlantic Park's mandates are highly flexible in nature and
can take many forms (including investments across the capital structure).

General Atlantic and Bidco believe that LTG has built a portfolio of high
quality assets across technology, software and services in the workplace
digital training and learning and talent development market, with a
diversified geographic footprint, customer base and end-market.

General Atlantic and Bidco believe that, with the appropriate investment and
optimisation of the Group's portfolio, LTG is well placed to maintain and
improve its position within its core markets.

General Atlantic and Bidco believe that the rapidly evolving market, including
the impact of lower custom content demand and human resources enterprise
software consolidation as well as the expected disruptive impact on the
ecosystem from the emergence of generative AI, will require further investment
and optimisation of the Group's portfolio (in addition to that contemplated by
the Group's previously announced active portfolio management strategy).
General Atlantic and Bidco believe that the Group will face greater
competitive pressure in the future, but will also benefit from increasing
training requirements for large corporate customers as they adapt to AI and
other challenges throughout their organisations and markets. These
opportunities will require further investments in the Group's product
solutions and allow for adaptation of the Group's client proposition. General
Atlantic and Bidco therefore believe that LTG requires a supportive partner
with deep expertise in the technology sector to navigate this changing
backdrop and take advantage of the opportunities it may present.

In the context of continued market and macro uncertainty, General Atlantic and
Bidco believe that the next stages of LTG's journey and the execution of its
strategy can be best delivered as a private company without the external
pressures placed on a publicly owned company (including frequent public
financial reporting requirements and the associated governance, cost and
regulatory burdens).

Following the Acquisition becoming Effective, General Atlantic and Bidco
intend to accelerate LTG's strategy. As a private company, LTG will be better
positioned and have greater flexibility, in a dynamic and fast changing
industry, to invest in the products and technology required to face increasing
competition from peers and offset the potentially disruptive impact of AI and
other challenges. The Group will also be better placed to optimise its
portfolio of its assets and strategy in order to support the growth of the
Group and stabilise the businesses within its portfolio which are currently in
decline.

The Group will also benefit from the support of General Atlantic and be able
to leverage its deep experience within the technology and business services
sectors, its extensive network and strategy-enhancing value creation team to
capitalise on the potential opportunities that the market environment
presents. Therefore, both the benefits of private ownership and having General
Atlantic as a partner will help the Group to accelerate its strategy and
maintain and enhance its position across its core markets for the benefit of
all of the Group's customers and employees.

4.             Recommendation

Cash Offer

The Independent LTG Directors, who have been so advised by Goldman Sachs and
Deutsche Numis as to the financial terms of the Cash Offer, consider the terms
of the Cash Offer to be fair and reasonable. In providing their advice to the
Independent LTG Directors, Goldman Sachs and Deutsche Numis have taken into
account the commercial assessments of the Independent LTG Directors. Goldman
Sachs and Deutsche Numis are providing independent financial advice to the
Independent LTG Directors for the purposes of Rule 3 of the Code.

Accordingly, the Independent LTG Directors intend to unanimously recommend
that LTG Shareholders vote in favour of the Scheme at the Court Meeting and
the Resolution at the General Meeting (or, in the event that the Acquisition
is implemented by way of an Offer, to accept such Offer), as those Independent
LTG Directors who hold or are beneficially entitled to LTG Shares have each
irrevocably undertaken to do in respect of all of their (and their connected
persons') LTG Shares being, in aggregate, a total of 13,897,147 LTG Shares
(representing approximately 1.75 per cent. of the existing issued ordinary
share capital of LTG on 3 December 2024, being the last Business Day before
the date of this Announcement).

On the basis that the proposal from General Atlantic reflects Andrew Brode and
Jonathan Satchell each providing an irrevocable undertaking to support the
Acquisition and to elect for an Alternative Offer in respect of all or
substantially all of their shareholdings, the LTG Board formed an independent
committee comprising all LTG Directors excluding Andrew Brode and Jonathan
Satchell to consider the proposal. The Independent LTG Directors benefitted
from the experience of both executive and non-executive members of the LTG
Board and the independent committee includes all independent members of the
LTG Board. The Independent LTG Directors considered the proposal from General
Atlantic and Bidco and the financial advice received from Goldman Sachs and
Deutsche Numis to assess their recommendation. Neither Andrew Brode nor
Jonathan Satchell has participated in the decision to make the recommendation
referred to above.

Alternative Offers

As noted in paragraph 13, Bidco is also separately making available the
Alternative Offers and eligible LTG Shareholders may elect for either (but not
both) of the Alternative Offers in respect of some or all of their LTG Shares
as an alternative to consideration payable in connection with the Cash Offer.

Goldman Sachs and Deutsche Numis are unable to advise the Independent LTG
Directors as to whether or not the financial terms of either Alternative Offer
are fair and reasonable. This is because of the significant and variable
impact the disadvantages and advantages that the Alternative Offers may have
for individual LTG Shareholders as described above and in paragraph 13 and
Appendix IV. In addition, neither Goldman Sachs nor Deutsche Numis has had any
involvement in the development and/or validation of any financial projections
for Topco, the Topco Group or the Group. As a result, Goldman Sachs and
Deutsche Numis have been unable to assess any plans that Topco may have for
the development of Topco, the Topco Group or the Group to the degree necessary
to form an assessment of the value of either Alternative Offer.

Accordingly, the Independent LTG Directors are unable to form an opinion as to
whether or not the terms of either Alternative Offer are fair and reasonable.
The Independent LTG Directors are not making any recommendation to LTG
Shareholders as to whether or not they should elect for an Alternative Offer
and they are not making any recommendation to LTG Shareholders between
Alternative Offer 1 and Alternative Offer 2.

In reviewing the terms of the Alternative Offers, the Independent LTG
Directors, Goldman Sachs and Deutsche Numis have identified certain key
disadvantages and advantages of electing for either of the Alternative Offers,
which are set out in further detail in paragraph 13.

The Independent LTG Directors have not entered into any irrevocable
undertakings to elect for an Alternative Offer. The intended elections of the
Independent LTG Directors with respect to the Alternative Offers (if any) in
respect of their own beneficial holdings of LTG Shares (if any) will be set
out in the Scheme Document.

As noted in paragraph 13, Andrew Brode (Chairman and a non-executive director
of LTG) and Jonathan Satchell (Chief Executive Officer and an executive
director of LTG), each of whom are Non-Independent LTG Directors, have each
irrevocably undertaken to elect for an Alternative Offer in respect of all or
substantially all of their current holdings of LTG Shares, reflective of the
proposal from General Atlantic that they should hold an investment in the
Group going forward. Each of their personal circumstances mean that they are
willing to hold (and are capable of holding) unlisted, non-transferrable
instruments, and these factors outweigh the disadvantages set out above and
the risk factors set out in paragraph 13. Andrew Brode intends to elect for
Alternative Offer 1 and Jonathan Satchell intends to elect for an Alternative
Offer. Jonathan Satchell's intentions with respect to which Alternative Offer
he will elect for will be set out in the Scheme Document.

The Independent LTG Directors consider that, in deciding whether or not to
elect for an Alternative Offer in respect of some or all of their LTG Shares
held and whether they are a suitable investment, LTG Shareholders should
consider carefully the risk factors set out in paragraph 13 as well as the
disadvantages and advantages of electing for either of the Alternative Offers
(including, but not limited to, those set out below) in light of their own
personal circumstances and investment objectives. LTG Shareholders should also
ascertain whether acquiring or holding Rollover Securities is affected by the
laws of the relevant jurisdiction in which they reside. LTG Shareholders are,
therefore, strongly recommended to seek their own independent financial, tax
and legal advice in light of their own personal circumstances and investment
objectives before deciding whether to elect for an Alternative Offer in
respect of all or part of their holding of LTG Shares. Any decision to elect
for an Alternative Offer should be based on any such independent financial,
tax and legal advice and full consideration of the information in this
Announcement (including as set out in Appendix IV), the Topco Shareholders'
Agreement and the Topco Articles (each available on Bidco's website at
https://announcements-ga.com/ (https://announcements-ga.com/) and LTG's
website at https://ltgplc.com/offer-microsite/
(https://ltgplc.com/offer-microsite/) ) and in the Scheme Document.

Disadvantages associated with the Alternative Offers

Disadvantages and other investment considerations for LTG Shareholders in
connection with the Alternative Offers may include:

·          the Rollover Securities will be:

·          unlisted and will not be admitted to trading on any stock
exchange and will therefore be illiquid. Any assessment of the value of the
Rollover Securities should therefore take into account an individual
shareholder's assessment of an appropriate liquidity discount;

·          subject to the Lock-Up Period, during which they can only
be transferred in very limited circumstances, and thereafter will be subject
to a right of first offer in favour of those Topco shareholders who hold 10
per cent. or more of the relevant securities in Topco;

·          of uncertain value and there can be no assurance that
they will be capable of being sold in the future at the value to be estimated
by PJT Partners, as financial adviser to Bidco, in the Scheme Document;

·          holders of Rollover Ordinary Shares holding less than 25
per cent. of the voting rights of Topco (on a fully diluted basis, including
the Warrants as if they had all been exercised and converted into Ordinary
Shares in accordance with their terms at the relevant time) and B Preference
Shares will have no meaningful influence over decisions made by the Topco
Group in relation to its investment in LTG or in any other business or in
relation to any member of the Topco Group's (or the Group's) strategy (other
than their right to vote at general meetings of Topco);

·          following completion of the Acquisition and on the basis
of their election for an Alternative Offer, it is anticipated that Andrew
Brode and Jonathan Satchell will have a significant rollover equity investment
in the Bidco Group. This total rollover equity investment will comprise
Rollover Ordinary Shares and may also include B Preference Shares, although
the exact size and nature of this investment will depend on the level of
election by LTG Shareholders for the Alternative Offers, the specific
Alternative Offer elected for by both Jonathan Satchell and other LTG
Shareholders and the resulting proportion of Rollover Ordinary Shares and B
Preference Shares issued as Rollover Securities. It is anticipated that Andrew
Brode's and Jonathan Satchell's combined rollover equity investment will
represent a minority but significant proportion of the total equity commitment
in the Bidco Group across a combination of all Ordinary Shares and Preference
Shares. General Atlantic is anticipated to represent a majority of the
combined Ordinary Shares and Preference Shares. When considered separately, it
is anticipated that Andrew Brode and Jonathan Satchell will between them
represent a majority of all Ordinary Shares and General Atlantic will
represent a majority of all Preference Shares;

·          if and to the extent that two or three of General
Atlantic, Andrew Brode and Jonathan Satchell were to exercise their voting
rights in the same manner, given the aggregate of their voting rights, other
holders of Rollover Ordinary Shares will have reduced influence or control
with respect to decisions made by Topco in relation to its indirect investment
in the Group and/or any other business. In relation to Alternative Offer 2,
holders of B Preference Shares do not carry any general voting rights at
general meetings of Topco (save in respect of rights to vote as a class of
shareholder as required in accordance with applicable law) and the holders of
B Preferences Shares will therefore have no ability to vote on matters or
otherwise confer influence over decisions made by Topco in relation to its
indirect investment in the Group and/or any other business;

·          the holders of Rollover Ordinary Shares who hold less
than 10 per cent. of the voting rights in Topco (on a fully diluted basis,
including the Warrants as if they had all been exercised and converted into
Ordinary Shares in accordance with their terms at the relevant time) do not
enjoy any minority protections or other rights including rights to
information, except for those rights prescribed by applicable law. In relation
to Alternative Offer 2, the B Preference Shares do not benefit from any
governance rights or any minority protections or other rights (including
consent rights or information rights) except for those prescribed by
applicable law;

·          in relation to Alternative Offer 2, subject to applicable
law, the Topco Board has the right to redeem the Preference Shares at any time
in accordance with the Topco Articles, in which case the applicable Preference
Share Redemption Price will apply. In addition, the Preference Shares
(including the B Preference Shares) are expected to be redeemed on a direct or
indirect change of control of LTG. As a result, holders of B Preference Shares
could lose their continued indirect economic exposure to LTG (via the B
Preference Shares) and can therefore have no assurance as to how long they
will be in issue (including as to how long the dividend payable on such B
Preference Shares will be paid);

·          the holders of Rollover Ordinary Shares will be diluted
upon exercise and conversion by General Atlantic of the Warrants into Ordinary
Shares. In connection with its funding of the Acquisition, General Atlantic is
entitled to be issued with such number of Warrants as is equal to a maximum
amount of 12.5 per cent. of Topco's Ordinary Share capital on a fully diluted
basis (calculated on the basis of including the impact of the Warrants as if
they had all been exercised and converted into Ordinary Shares in accordance
with their terms at the relevant time). The number of Warrants to be issued to
General Atlantic will be reduced from such maximum amount if and to the extent
that B Preference Shares are issued in connection with valid elections from
LTG Shareholders for Alternative Offer 2 (thereby reducing the number of A1
Preference Shares to be issued to General Atlantic), in such number as is
commensurate with the number of B Preference Shares issued to LTG Shareholders
pursuant to Alternative Offer 2. In addition, General Atlantic will be
entitled to a rateable increase in its number of Warrants (potentially in
excess of 12.5 per cent. of Topco's fully diluted Ordinary Share capital) if
it subscribes for additional A Preference Shares in connection with any Pre
Approved Funding;

·          in relation to Alternative Offer 2, the B Preference
Shares (and the basing amounts payable in connection with the Preferred
Dividend and the Preference Share Redemption Price) will be denominated in
U.S. dollars. Accordingly, payment of the Preferred Dividend and the
applicable Preference Share Redemption Price will be made in U.S. dollars and
LTG Shareholders will be exposed to foreign exchange fluctuations in the value
of U.S. dollars;

·          in relation to Alternative Offer 2, the B Preference
Shares will be issued at a U.S. dollar price per B Preference Share that is
equivalent to the price of 100 pence per LTG Share in respect of the Cash
Offer. The applicable GBP:USD exchange rate will be same rate as for
determining the U.S. dollar issue price for the A Preference Shares in
accordance with the Hedging Instrument, as described in paragraph 4 of
Appendix IV. This rate will not be known until on or following the Effective
Date. As a result, there may be foreign exchange fluctuations between the date
of this Announcement and the time that such exchange rate is determined which
may reduce (or increase) the overall value (in pound terms at that point in
time) of the consideration received by an LTG Shareholder who has validly
elected for Alternative Offer 2. In addition, LTG Shareholders will have no
control over the applicable exchange rate that is ultimately applied;

·          holders of Rollover Securities may also be diluted
(directly or indirectly) over time, potentially significantly, should there be
further issues of securities by Topco and holders of Rollover Securities are
unable to or choose not to participate in such further issues of securities
(including as a result of Pre Approved Funding, in respect of which holders of
Rollover Securities will not be entitled to participate). If holders of
Rollover Securities wish to avoid their percentage interest in Topco being
diluted, they may (if and to the extent they are permitted to do so) need to
further invest cash sums in Topco (and provide related documentation). In
particular, holders of Rollover Securities who do not exercise (or, in certain
circumstances, are not permitted to exercise) any pre-emption rights or
catch-up rights by investing the necessary cash sums in respect of further
issuances of securities by Topco may suffer significant dilution in their
percentage ownership. The price of and valuation methodology in relation to
such further issuances is not known and may be different to the value to be
estimated by PJT Partners, as lead financial adviser to Bidco, in the Scheme
Document;

·          the right of holders of Rollover Securities to
participate in further issues of Rollover Securities by Topco is subject to
certain important restrictions. These include exclusions in the case of
further issues of securities:

·          in connection with General Atlantic (and/or its
associates) subscribing for Ordinary Shares in the capital of Topco in order
to fund (indirectly) the consideration payable by Bidco under the Cash Offer
to LTG Shareholders, pursuant to the terms of the Acquisition (for the
avoidance of doubt, this is not expected to have a dilutive impact on holders
of Topco securities);

·          to General Atlantic and/or its associates in connection
with any Pre Approved Funding required to ensure the Topco Group has at least
US$38 million of available cash as at the Effective Date;

·          to the Rollover Investors pursuant to the Scheme (or, if
applicable, the Offer);

·          upon the exercise of any Warrant pursuant to the terms of
the Warrant Instrument;

·          to actual or potential employees, directors or
consultants of the Topco Group (whether directly or indirectly, including
through a trust, nominee or other investment vehicle established for the
purposes of holding Rollover Securities on behalf of such persons) in
connection with any management incentive plan related to the Topco Group;

·          to any vendor(s) as non-cash consideration on the
acquisition of, or merger with, all or part of another business, undertaking,
company or assets;

·          other than to General Atlantic or any of its associates,
in connection with the debt financing arrangements of the Topco Group, which
will dilute securities held by the Topco shareholders pro-rata;

·          in connection with an IPO or a pre-IPO reorganisation
transaction; or

·          in respect of which General Atlantic and the holders of a
Topco Special Majority agree in writing that the pre-emption rights in the
Topco Shareholders' Agreement will not apply (it being noted that, together,
General Atlantic, Andrew Brode and Jonathan Satchell would be able to form a
Topco Special Majority);

·          the A2 Preference Shares rank senior to the A1 Preference
Shares and the B Preference Shares as regards any distribution, buy-back, any
other capital redemption or other return of income or capital made by Topco
and, while the A2 Preference Shares do not benefit from the Preference
Dividend or any other dividend, the A2 Preference Shares will be redeemed at
the applicable Issue Price before the A1 Preference Shares and B Preference
Shares are redeemed;

·          in relation to Alternative Offer 2, the B Preference
Shares (and A Preference Shares) rank senior to the Rollover Ordinary Shares
in all respects, meaning that the Preference Dividend to be paid on the B
Preference Shares (and A1 Preference Shares) will, subject always to the Topco
Articles, be paid by Topco to the holders thereof before any other dividend,
distribution or other return of capital (such as a share buyback) can be paid
by Topco in respect of the Rollover Ordinary Shares (with the possibility that
no further capital is available for distribution to holders of Rollover
Ordinary Shares). In addition, upon an Exit, the proceeds available for
distribution (excluding certain costs and taxes) must be paid in priority to
the holders of A2 Preference Shares, followed by the holders of A1 Preference
Shares and B Preference Shares in respect of accrued and unpaid amounts on any
dividends relating to the A1 Preference Shares and B Preference Shares (as
well as further amounts payable on redemption of such A1 Preference Shares and
B Preference Shares) before any remaining proceeds can be distributed pari
passu amongst holders of Ordinary Shares (including the Rollover Ordinary
Shares) (with the possibility that no further proceeds are available for
distribution to holders of Rollover Ordinary Shares);

·          for so long as Topco and its subsidiaries have any
secured debt outstanding and until the Preference Shares are redeemed in full,
it is not anticipated that Topco will declare or pay any dividends on the
Rollover Ordinary Shares;

·          any Exit or Refinancing will occur at the discretion of
the Topco Board (with the consent of General Atlantic) or, in the case of an
Exit only, at the discretion of General Atlantic in certain circumstances as
detailed in the Topco Shareholders' Agreement, and holders of Rollover
Securities will therefore not have control over the date(s), terms or value(s)
on or at which they may be able to realise their investment in the Topco Group
(if at all). In particular, following expiry of the Lock-Up Period, in certain
circumstances where a Topco shareholder proposes to transfer its securities in
Topco, holders of Rollover Securities may be forced to sell all their Rollover
Securities on terms economically no less favourable as compared to the
relevant selling Topco shareholder under the terms of a "drag along" (i.e.
forced sale) provision set out in the Topco Shareholders' Agreement. In
relation to the "drag along" provision set out in the Topco Shareholders'
Agreement:

·          save that the consideration for the transfer of B
Preference Shares on a "drag along" sale must be equal to the relevant
Preference Share Redemption Price calculated as at the date of completion of
the transfer, there is no requirement for the selling Topco shareholder or any
of its associates to proceed with an Exit or to do so at any particular
minimum price or, if they do proceed with an Exit, to exercise the "drag
along" right, and certain exceptions to the "drag along" right apply;

·          in the event of only a partial exit, the "drag along"
right is unlikely to apply;

·          the "drag along" right may only be exercised following
expiry of the Lock-Up Period; and

·          any transfer triggering the "drag along" right may be at
a value that is less than the value of the cash consideration payable per LTG
Share in connection with the Cash Offer;

·          in relation to the "tag along right" (i.e. right to join
a sale) in connection with the Rollover Securities:

·          on a transfer of Topco securities which would result in
the purchaser acquiring control of the Topco Group, holders of Rollover
Securities are entitled to sell to the purchaser all of their Rollover
Securities. However, holders of Rollover Securities will only have a pro-rata
tag right in respect of a proportion (and not all) of their Rollover
Securities on a transfer of Ordinary Shares that would not result in the
purchaser acquiring control of the Topco Group. Therefore, this "tag along"
right may not provide for a full (or any) exit for holders of Rollover
Securities;

·          certain exceptions apply which would not give rise to a
"tag along" right, including (amongst others): (i) in relation to transfers in
connection with a Refinancing or a reorganisation transaction; or (ii) in
connection with a transfer of equity interests by General Atlantic to its
associates;

·          in the case of a transfer which does not result in the
purchaser acquiring control of the Topco Group and where the only type of
security being transferred is Preference Shares, the holders of Rollover
Securities will not benefit from a "tag along" right in respect of their
Preference Shares (or Ordinary Shares);

·          there is no requirement for any Topco shareholder to
transfer securities on any known timeline; and

·          holders of Rollover Securities who exercise the "tag
along" right described above will be required to agree to the same terms and
conditions as the selling Topco shareholder and its associates in relation to
the relevant transfer, including as to price and any covenants as a selling
shareholder. The consideration payable to holders of Rollover Securities in
such circumstances may or may not be cash and is not subject to any minimum
threshold (save that the consideration for the B Preference Shares on a
transfer that would result in the purchaser acquiring control of the Topco
Group must be equal to the applicable Preference Share Redemption Price);

·          in the event of any Exit, holders of Rollover Securities
will be required to co-operate with the Topco Group, and each Substantial
Rollover Investor and Qualifying Rollover Investor and any other Rollover
Investor who is a member of the Topco Group's senior management team may be
required to provide certain warranties and indemnities in connection with such
process, save that it is anticipated that any business warranties and
indemnities would be given on a "fully insured" basis (provided that warranty
and indemnity insurance is available on commercially reasonable terms
(including as to pricing) in accordance with market practice at the relevant
time and in a form reasonably satisfactory to the purchaser(s));

·          each Rollover Investor will have sole responsibility for
declaring and settling their respective tax liabilities (in each case
including all interest and penalties in relation thereto) in each relevant
jurisdiction as a result of, in respect of, by reference to or in connection
with the issue of any Rollover Securities, Bidco Rollover Securities, Midco 3
Rollover Securities, Midco 2 Rollover Securities and Midco 1 Rollover
Securities or otherwise the election to receive an Alternative Offer,
including, without limitation, arising from the grant, subscription, issuance,
acquisition, vesting, exercise, ownership, holding, transfer, conversion or
disposal of such securities, the variation of any right attaching to or
comprising in any such securities, being given the right or opportunity to
acquire any such securities, any other action, event, transfer, transaction or
thing done (whether actual or deemed) at any time in relation to any such
securities (including the waiver of any loan relating to those securities), or
the entry into of any tax election related to such securities. Under the Topco
Shareholders' Agreement, the Rollover Investors agree that the Topco Group
may, where applicable, make deductions from salary, bonuses or other
employment income of the relevant Rollover Investor for the relevant period or
any subsequent period, in order to account for any such tax liability borne by
the Topco Group on behalf of the relevant Rollover Investor; to the extent
that any such deductions are insufficient to cover any such taxes due within
60 calendar days of such tax arising (or such shorter time as may be required
by law or regulation or as deemed necessary or desirable by the Topco Group in
order to minimise such tax), each Rollover Investor severally covenants to pay
(to the extent permitted by law) to the relevant Topco Group company (on an
after-tax basis) an amount equal to the balance of any such taxes which are
due, within 10 calendar days of demand by the Topco Group;

·          General Atlantic intends that all costs, fees and
expenses in connection with any Exit, reorganisation transaction or
Refinancing as determined by the Topco Board (acting reasonably) will be borne
by the Topco Group. Such costs would therefore result, directly or indirectly,
in a pro-rata reduction in the value of the investment made by holders of
Rollover Securities in the Topco Group. The quantum of such costs, fees and
expenses is not known;

·          it should be noted that the costs, fees and expenses
incurred by LTG, as well as Bidco, the Topco Group and General Atlantic, in
connection with the Acquisition will be borne by the enlarged Topco Group.
Such costs, fees and expenses will need to be funded from existing cash
resources of the enlarged Topco Group or by additional subscription of
Ordinary Shares and/or Preference Shares by General Atlantic (with any such
subscription occurring at the same per-share price as the other Acquisition
related subscriptions by General Atlantic). The costs, fees and expenses of
LTG are currently estimated (on an indicative basis to amount to approximately
£12 million and are expected to be funded from existing cash resources. The
costs, fees and expenses of General Atlantic are currently estimated (on an
indicative basis) to amount to approximately £26 million. Assuming that the
entirety of that amount were to be funded by General Atlantic subscribing for
Ordinary Shares and total Topco Ordinary Share capital equivalent to £181
million of equity value (excluding such subscription), General Atlantic would
be subscribing for 12.5 per cent. of additional Ordinary Shares, with
commensurate dilution of all Ordinary Shareholders' percentage Ordinary Share
interests (including General Atlantic's). An updated estimate of all costs,
fees and expenses will be included in the Scheme Document;

·          in certain circumstances including a continuing default
under the Topco Group's debt financing facilities, an insolvency event for the
Topco Group, certain insolvency or material accounting or liquidity issues for
the Topco Group, the exceeding of certain leverage thresholds by the Topco
Group, significant underperformance by the Topco Group against its initial
business plan and a failure by Topco to fully redeem all Topco Preference
Shares (at the applicable Preference Share Redemption Price) and to purchase
all of General Atlantic's Ordinary Shares (at fair market value) within 12
months of General Atlantic serving notice on Topco requiring the same at any
time after the sixth anniversary of the Effective Date (each a "Minority
Protection Situation"), General Atlantic has certain enhanced governance
rights pursuant to which it may acquire control of the Topco Board and,
subject to certain protected Topco shareholder rights, take all such steps and
actions and do all such things that, in the opinion of General Atlantic
(acting reasonably and in good faith), are necessary or desirable in order to
mitigate or respond to such Minority Protection Situation. In a Minority
Protection Situation, other than certain reserved matters requiring the
consent of Rollover Investors who hold 10 per cent. or more of the voting
rights in Topco (on a fully diluted basis, including the Warrants as if they
had been exercised and converted into Ordinary Shares in accordance with their
terms at the relevant time), the Rollover Investors will have no meaningful
influence over decisions made by the Topco Group in relation to their
respective investments in LTG or in relation to any member of the Topco
Group's (or the Group's) strategy;

·          future payments or other realisations of value, proceeds
or capital in respect of the Rollover Securities (including in connection with
an Exit or otherwise) will not be guaranteed or secured;

·          General Atlantic, together with the holders of a Rollover
Investor Majority may, acting reasonably, amend the Topco Shareholders'
Agreement and/or the Topco Articles and/or related documents (notwithstanding
any class rights) without the consent of, and upon reasonable notice setting
out the amendments to, the other Topco shareholders, save that no such
amendment will be made which would be disproportionately adverse to the
economic (including capital and income rights), tax or legal position of the
Rollover Investors as compared to General Atlantic;

·          the Topco Shareholders' Agreement includes a number of
continuing obligations on holders of Rollover Securities, including: (i)
restrictions on saying or doing anything which may be harmful or prejudicial
to the goodwill or reputation of General Atlantic or its associates or the
Topco Group; and (ii) a compliance covenant, which requires the Rollover
Investors to observe and fully comply with the Topco Shareholders' Agreement
and includes an undertaking to exercise their rights to give full effect
thereto (which means that circumstances may arise whereby the Rollover
Investors are obliged to vote in a particular way to comply with this
covenant, or their right to object to a variation of class rights may be
otherwise restricted). The Topco Shareholders' Agreement also contains a power
of attorney whereby the Rollover Investors appoint Topco or General Atlantic
as their attorney to provide the consents and approvals referred to above. A
combination of such compliance covenants, the power of attorney and the
variation provisions described above and certain other requirements in the
Topco Shareholders' Agreement and Topco Articles therefore narrow the scope of
class rights protections which would otherwise be available to holders of
Rollover Securities under Jersey law;

·          eligible LTG Shareholders will only be able to elect for
one Alternative Offer (but not both);

·          LTG Shareholders will have no certainty as to whether
they will receive Rollover Securities, or the amount of Rollover Securities
they will receive, because:

·          the maximum number of Rollover Securities available to
eligible LTG Shareholders under the Alternative Offers is limited to the
Alternative Offer Cap as described in paragraph 13;

·          if and to the extent that elections for the Alternative
Offers (when taken together) cannot be satisfied in full, the number of
Rollover Securities to be issued in respect of each LTG Share will be scaled
down on a pro-rata basis, in the manner described as described in paragraph
13, and the balance of the consideration for each LTG Share will be paid in
cash in accordance with the terms of the Cash Offer;

·          if elections for the Alternative Offers are made that
would result in the U.S. Holders Cap being exceeded, Bidco may, at its
discretion, determine that neither Alternative Offer will be made available
and that all LTG Shareholders will instead receive cash consideration in
respect of the LTG Shares which were subject to such an election, in
accordance with the terms of the Cash Offer; and

·          the precise numbers of securities that may be issued by
Topco from time to time cannot be ascertained at the date of this Announcement
and will depend on a variety of factors; and

·          as certain rights and protections attaching to the
Rollover Securities will depend upon the number of Rollover Securities held by
each holder of Rollover Securities, there can therefore be no certainty that
eligible LTG Shareholders will obtain the requisite number of Rollover
Securities to afford themselves those rights and protections.

Advantages associated with the Alternative Offers

Advantages and other investment considerations for LTG Shareholders in
connection with the Alternative Offers may include:

·          the Alternative Offers will allow eligible LTG
Shareholders to invest directly in Topco, providing continued (indirect)
economic exposure to the Group under private ownership and without the costs
associated with being a public company;

·          the Alternative Offers allow eligible LTG Shareholders to
participate in possible future value creation and may ultimately deliver
greater value than the Cash Offer (although this cannot be guaranteed); and

·          from the Acquisition becoming Effective:

·          Andrew Brode and Jonathan Satchell will maintain a
significant investment in LTG and it is General Atlantic's intention for them
to remain as the Chair and Chief Executive Officer of LTG, respectively, and
be involved in the business going forward;

·          the Rollover Ordinary Shares will, once issued and
allotted, rank economically pari passu with all other Ordinary Shares
(including those held by General Atlantic), including with respect to voting
(subject to the terms of the Topco Shareholders' Agreement) as well as the
right to receive and retain any distributions, dividends, share buy-back, or
any other capital redemption or returns of income or capital made by Topco;
and

·          in relation to Alternative Offer 2, the B Preference
Shares will, once issued and allotted, rank economically pari passu with the
other B Preference Shares issued and allotted to the other holders of B
Preference Shares, including the right (along with the A1 Preference Shares)
to receive a fixed cumulative preferential dividend payable in U.S. dollars
(at an annual rate of 11 per cent. of the Issue Price of each B Preference
Share) that is made or paid. The return multiple payable on redemption of the
B Preference Shares (and therefore the applicable Preference Share Redemption
Price) is higher than the return multiple (and therefore the applicable
Preference Share Redemption Price) payable on redemption of the A1 Preference
Shares (on account of the A1 Preference Shares being issued with the A2
Preference Shares (which do not benefit from a return multiple but will be
redeemed at their applicable Issue Price)). Further details of the return
multiples applicable to the A1 Preference Shares and B Preference Shares are
set out in the definition of Preference Share Redemption Price.

Further information in relation to the Alternative Offers and the Rollover
Securities (including certain advantages and disadvantages, risk factors and
other investment considerations, the key rights and restrictions attaching to
the Rollover Securities, as well as the further terms and conditions of the
Alternative Offers) and the Topco Group, is set out in this paragraph 4,
paragraph 13 and Appendix IV (and will be included in the Scheme Document).
The Topco Shareholders' Agreement and the Topco Articles are also available on
Bidco's website at https://announcements-ga.com/
(https://announcements-ga.com/) and LTG's website at
https://ltgplc.com/offer-microsite/ (https://ltgplc.com/offer-microsite/) .

5.             Background to and reasons for the Recommendation

LTG today and its strategic transformation

LTG is a leader in the learning and talent development market. LTG's purpose
is to help its customers to transform through their people, acting as a
strategic partner through a combination of consulting, services and
technologies. Initially an e-learning business, LTG has been through a
strategic transformation over the last ten years to build a leading position
within the evolving learning and development sector accelerated by a track
record of successful acquisitions. LTG's customer base now includes over 6,000
organisations, addressing a dynamic business landscape and offering one of the
most comprehensive ranges of services and technology within the sector. The
Group is active with approximately 125 of Fortune 500 companies and helps
businesses to address the global skills gap. In the financial year ended 31
December 2023, LTG enabled learning for more than 200 million people and now
employs around 5,000 people in 36 locations across North and South America,
Europe, Asia-Pacific, the Middle East and Africa, through a portfolio shaped
into focused business units around Content & Services and Software &
Platforms with a mission of being a world leading talent transformation
company.

LTG's "buy and build" strategy has created a learning technologies business
with a portfolio of attractive, high margin services and software businesses.
While LTG has delivered attractive overall revenue growth over the last ten
years, significant focus has been placed on strengthening the operating model
of the businesses acquired and driving efficiencies and margin improvements
across all businesses within the Group. As a result, LTG has a strong track
record of driving performance and enhancing returns by growing profits. This
record has led to LTG delivering meaningful value for shareholders through a
total shareholder return CAGR of over 28 per cent. for the period from LTG's
IPO in 2013 to 26 September 2024 (being the last Business Day prior to the
announcement of a possible offer for LTG by General Atlantic).

Challenging macroeconomic environment and structural influences impacting
LTG's recent performance

Following over a dozen acquisitions, including the transformative acquisitions
of PeopleFluent, Open LMS, Bridge and GP Strategies, as well as new brand
launches, LTG set out a new clear strategy and financial targets for the Group
at its 2022 Capital Markets Day, for the period to the end of the 2025
financial year. In the context of a dynamic and challenging macroeconomic and
uncertain business environment, LTG has not been able to deliver these targets
both in terms of organic revenue expectations and inorganic growth through an
acquisition pipeline.

The learning and development sector is correlated with the economic cycle and
the recent macroeconomic environment has been challenging. As the global
economy has delivered slower economic growth, companies and organisations have
sought to reduce discretionary costs and this has impacted learning and
development budgets which have been under pressure. In addition, LTG's organic
performance in recent years has been impacted by certain structural
influences, including consolidation within the broader human resources
enterprise software sector impacting the independent provision of learning
management systems, the evolution of the application of AI within talent
development reducing custom content creation, and a normalisation and
reduction of spending by companies on learning and development following
significant increases during the COVID-19 pandemic.

Growth through acquisitions has been a key pillar of the delivery of the
Group's overall growth across capabilities, revenues and profits. The Group
has sought to acquire businesses with complementary capabilities that it
identified as being under-managed, and has then sought to increase their
financial performance through use of best practices and integration with other
businesses within LTG. However, the availability of suitable acquisition
targets, which would have a meaningful impact on the Group's growth prospects
at attractive valuation levels, has dramatically slowed. At the same time, the
Group's ability to finance these acquisitions has been notably weakened
through a combination of the structurally higher interest rate environment and
the weakening of LTG's share price and valuation rating which removed its
ability to raise equity capital. As a result, the growth prospects of LTG are
now expected to be primarily driven through organic growth and smaller,
bolt-on acquisitions, rather than transformational acquisitions delivering
meaningful acquired growth.

Within the context of the recent macroeconomic environment, LTG's greater
reliance on organic rather than acquired growth, as well as previously
announced operational and governance issues in the GP Strategies business,
LTG's recent performance has been impacted with declines in revenue, lower
growth in profitability and lower expectations for future performance. This
impact on LTG's ability to deliver growth, along with a perception of some
portfolio complexity given both the services and software components to the
businesses, has led to a significant reduction in the level of its valuation
rating in line with its growth adjusted valuation rating.

Outlook for LTG

Despite the recent performance trends for LTG being below expectations with
two per cent. organic revenue decline in 2023 financial year and approximately
four per cent. organic revenue decline in the first half of the 2024 financial
year, the LTG Board believes that the learning and development sector remains
an attractive sector on a long-term basis through the cycle. LTG's strategy
positions the business well to deliver growth and attractive value for
shareholders over the medium to long-term such that, as the macroeconomic
environment improves, the strengths of the LTG businesses and Group strategy
will enable LTG to capture the many opportunities available to it.

The learning and development sector has experienced important structural
changes through the growing emergence of AI and what this means for the
provision and usage of services. LTG believes that AI represents both a
significant opportunity and a challenge for the Group as it will impact the
nature, content and provision model of services to customers. While AI
provides the opportunity for substantial efficiencies in the provision of
content and services, it may also mean that some services and activities
provided by LTG will be challenged, adding to the current pressure on demand
and pricing for custom content work. The impact of these trends on LTG has
been to create uncertainty on the outlook and business model across certain
aspects of the Group and is expected to increase the levels of investment
required to capture the opportunities created by AI. Without such levels of
investment, the outlook for LTG would be more uncertain.

While the LTG Board believes in the Group's strategic direction, it is
cautious as to the pace at which LTG will be able to deliver its strategy and
the associated value to LTG Shareholders. Key areas of uncertainty in the
execution of LTG's strategic plan and the delivery of value over the
longer-term include the timing of the macroeconomic cycle and its
susceptibility to external shocks and influences, the pace of the structural
decline of certain businesses such as PeopleFluent and Reflektive, the
potential threats in the industry (including the emergence and path of AI,
lower custom content demand, as well as human resources enterprise software
consolidation), and LTG's ability to execute on its acquisition strategy and
drive value through inorganic growth given LTG's current share price and
valuation rating.

The LTG Board remains confident in the short-term delivery of its expectations
for the financial performance of LTG as set out at the time of the
announcement on 17 September 2024 of the interim results for the six months
ended 30 June 2024. The LTG Board is also confident in the longer-term
potential opportunity to deliver value to LTG Shareholders through the
strength of LTG's businesses, their strategies and positioning. However, risks
and uncertainties remain in the delivery of this approach and the LTG Board
remains cautious on the timing and level of delivery over the medium to
long-term outlook for LTG.

Proposal from General Atlantic and the process to consider the Cash Offer

The LTG Board did not solicit an offer for LTG. However, the LTG Board
regularly considers all options for driving and improving shareholder value as
highlighted by the recent sales of the VectorVMS business to PIXID Group for
US$50 million and the Lorien Engineering Solutions business to NIRAS Group for
US$21.4 million. The initial unsolicited proposals received from General
Atlantic for LTG were not at a level that the LTG Board felt adequately
reflected an appropriate valuation of LTG and its future prospects. In
assessing the proposals received from General Atlantic, the LTG Board
undertook a thorough process to compare the value of the proposals with the
alternatives for LTG Shareholders. The process undertaken by the LTG Board
included:

·          the receipt of advice from independent financial and
legal advisers throughout the process;

·          consideration of the outlook and strategic plan for LTG
in detail. This process considered the short, medium and long-term
perspectives on outlook for LTG's businesses; and

·          detailed process and valuation assessments of the outlook
for LTG using a number of valuation methodologies that assess shorter-term and
longer-term perspectives on LTG. This included discounted cash flow analysis,
present value of future share price analysis as well as a comparison to
comparable current and long-term trading and precedent transaction valuation
multiples experienced over extended cycles.

The valuation assessment of LTG focused on comparing the value delivered to
LTG Shareholders over a reasonable period of time on a risk adjusted outlook
for LTG relative to the value of the Cash Offer. The assessment focused on
long-term and medium-term valuation analysis to ensure that it fully captured
the recovery of LTG from both an earnings and valuation rating perspective
through the macroeconomic cycle and delivery of the Group's strategy.

General Atlantic made a number of proposals over an extended period of several
months. While this was a period where LTG was managing a combination of a
challenging downward trading environment and complex stakeholder
relationships, the level of General Atlantic's proposal and the implied
valuation rating reached a level where the LTG Board felt that more detailed
engagement was appropriate. In order to facilitate General Atlantic reaching
the level of this proposal and the improvement in the implied valuation
rating, selected due diligence information, including access to LTG's
management, was provided by LTG to General Atlantic.

On the basis that the proposal from General Atlantic reflects Andrew Brode and
Jonathan Satchell each providing an irrevocable undertaking to support the
Acquisition and to elect for an Alternative Offer in respect of all or
substantially all of their shareholdings, the LTG Board formed an independent
committee comprising all LTG Directors excluding Andrew Brode and Jonathan
Satchell to consider the proposal. The Independent LTG Directors benefitted
from the experience of both executive and non-executive members of the LTG
Board and the independent committee includes all independent members of the
LTG Board. The Independent LTG Directors considered the proposal from General
Atlantic and Bidco and the financial advice received from Goldman Sachs and
Deutsche Numis to assess their recommendation. Neither Andrew Brode nor
Jonathan Satchell has participated in the decision to make the recommendation
referred to above.

Considerations in respect of the Cash Offer

In considering the financial terms of the Cash Offer and determining whether
they reflect an appropriate valuation of LTG and its future prospects, the
Independent LTG Directors took into account a number of factors including
that:

·          the Cash Offer reflects the strength of LTG and its
future prospects, including a return to revenue growth and full contribution
from LTG's business with the United States Government, and provides an
opportunity for LTG Shareholders to realise, in cash, the value of their
investments at a fair and reasonable value;

·          the certainty of the value of the Cash Offer should be
weighed against the inherent uncertainty of the delivery of future value that
exists in the business, in particular given the current uncertainty in the
macroeconomic environment and the delivery of LTG's strategic plan;

·          the impact of a higher cost of capital environment
fundamentally impacting general business outlook, valuation ratings, ability
to raise equity financing and range of organic and inorganic opportunities
available to LTG in the future;

·          the terms of the Cash Offer represent an attractive
premium of 34 per cent. to the Closing Price on 26 September 2024 (being the
last Business Day before the commencement of the Offer Period), 40 per cent.
to the volume weighted average price in the month to 26 September 2024, and 44
per cent. to the volume weighted average price since the announcement of LTG's
trading update on 24 July 2024 in respect of the six months ended 30 June
2024;

·          the terms of the Cash Offer imply an enterprise value
multiple of approximately 9.4 times LTG's Adjusted EBIT 4  for the 12 months
ended 31 December 2023; and

·          the Acquisition delivers more risk-adjusted immediate
value to LTG Shareholders than other options considered by the LTG Board,
including a break up of LTG with the associated execution risks and areas of
value leakage such as tax and transaction costs.

Accordingly, the Independent LTG Directors believe that the Cash Offer
represents an attractive opportunity for LTG Shareholders to realise an
immediate and certain cash value today for their investment at a level which
may not be achievable through the execution of the Group's strategy over the
medium to longer-term.

In considering the Acquisition, the Independent LTG Directors have taken into
account Bidco's stated intentions for the business and its employees.

Following careful consideration of the financial terms of the Cash Offer, the
combination of value and certainty that the terms of the Cash Offer provide to
shareholders, and the above factors, the Independent LTG Directors intend to
recommend unanimously the Cash Offer to LTG Shareholders. The Independent LTG
Directors who hold or are beneficially entitled to LTG Shares have each
irrevocably undertaken to vote (or procure voting) in favour of the Scheme at
the Court Meeting and the Resolution at the General Meeting (or, in the event
that the Acquisition is implemented by way of an Offer, to accept or procure
acceptance of such Offer) in respect of all of their (and their connected
persons') LTG Shares being, in aggregate, a total of 13,897,147 LTG Shares
(representing approximately 1.75 per cent. of the existing issued ordinary
share capital of LTG on 3 December 2024, being the last Business Day before
the date of this Announcement).

Andrew Brode and Jonathan Satchell have indicated that they believe that the
Cash Offer represents a full valuation of LTG and that they would be willing
to accept the Cash Offer of 100 pence per LTG Share. In line with this
position, Andrew Brode and Jonathan Satchell are supportive of the
recommendation of the Independent LTG Directors to LTG Shareholders. However,
the terms of the proposal from General Atlantic reflect Andrew Brode and
Jonathan Satchell, electing for an Alternative Offer in respect of all or
substantially all of their shareholdings to enable the Cash Offer to all LTG
Shareholders to proceed. Andrew Brode and Jonathan Satchell therefore have
each irrevocably undertaken to elect for an Alternative Offer in respect of
all or substantially all of their shareholdings. In addition, Andrew Brode and
Jonathan Satchell have each further irrevocably undertaken to vote (or procure
voting) in favour of the Scheme at the Court Meeting and the Resolution at the
General Meeting (or, in the event that the Acquisition is implemented by way
of an Offer, to accept or procure acceptance of such Offer) in respect of all
of their (and their connected persons') LTG Shares being, in aggregate, a
total of 190,062,090 LTG Shares (representing approximately 23.99 per cent. of
the existing issued ordinary share capital of LTG on 3 December 2024, being
the last Business Day before the date of this Announcement).

6.             Irrevocable undertakings

As described above, Bidco has received irrevocable undertakings from the
Independent LTG Directors who hold or are beneficially entitled to LTG Shares
to vote (or procure voting) in favour of the Scheme at the Court Meeting and
the Resolution at the General Meeting (or, in the event that the Acquisition
is implemented by way of an Offer, to accept or procure acceptance of such
Offer) in respect of all of their (and their connected persons') LTG Shares
being, in aggregate, a total of 13,897,147 LTG Shares (representing
approximately 1.75 per cent. of the existing issued ordinary share capital of
LTG on 3 December 2024, being the last Business Day before the date of this
Announcement). These undertakings will remain binding in the event a higher
competing offer for LTG is made.

In addition to the irrevocable undertakings from the Independent LTG Directors
who hold or are beneficially entitled to LTG Shares, as described in paragraph
4, Bidco has also received irrevocable undertakings as described below.

Andrew Brode, Chairman of LTG and a Non-Independent LTG Director, has
undertaken to vote (or procure voting) in favour of the Scheme at the Court
Meeting and the Resolution at the General Meeting (or, in the event that the
Acquisition is implemented by way of an Offer, to accept or procure acceptance
of such Offer) and to elect to receive Alternative Offer 1 in respect of his
entire beneficial holding of LTG Shares, being a total of 117,098,930 LTG
Shares (representing approximately 14.78 per cent. of the existing issued
ordinary share capital of LTG on 3 December 2024, being the last Business Day
before the date of this Announcement). The undertaking will remain binding in
the event a higher competing offer for LTG is made.

Jonathan Satchell, Chief Executive Officer and an executive director of LTG,
and a Non-Independent LTG Director, has undertaken to vote (or procure voting)
in favour of the Scheme at the Court Meeting and the Resolution at the General
Meeting (or, in the event that the Acquisition is implemented by way of an
Offer, to accept or procure acceptance of such Offer) in respect of his entire
beneficial holding of LTG Shares, being a total of 72,963,160 LTG Shares
(representing approximately 9.21 per cent. of the existing issued ordinary
share capital of LTG on 3 December 2024, being the last Business Day before
the date of this Announcement), and to elect to receive: (i) the Cash Offer in
respect of 2,800,000 of his LTG Shares (representing approximately 0.35 per
cent. of the existing issued ordinary share capital of LTG on 3 December 2024,
being the last Business Day before the date of this Announcement); and (ii) an
Alternative Offer in respect of 70,163,160 of his LTG Shares (representing
approximately 8.86 per cent. of the existing issued ordinary share capital of
LTG on 3 December 2024, being the last Business Day before the date of this
Announcement. The undertaking will remain binding in the event a higher
competing offer for LTG is made.

Monique Vasconcelos has undertaken to vote (or procure voting) in favour of
the Scheme at the Court Meeting and the Resolution at the General Meeting (or,
in the event that the Acquisition is implemented by way of an Offer, to accept
or procure acceptance of such Offer) in respect of her entire beneficial
holding of LTG Shares, being a total of 13,932,059 LTG Shares (representing
approximately 1.76 per cent. of the existing issued ordinary share capital of
LTG on 3 December 2024, being the last Business Day before the date of this
Announcement). The undertaking will remain binding in the event a higher
competing offer for LTG is made.

Richard Griffiths has undertaken to vote (or procure voting) in favour of the
Scheme at the Court Meeting and the Resolution at the General Meeting (or, in
the event that the Acquisition is implemented by way of an Offer, to accept or
procure acceptance of such Offer) in respect of a total of 2,125,595 LTG
Shares (representing approximately 0.27 per cent. of the existing issued
ordinary share capital of LTG on 3 December 2024, being the last Business Day
before the date of this Announcement). The undertaking will lapse and cease to
be binding in the event a competing offer for LTG is made and the
consideration payable for each LTG Share under such offer represents a premium
of more than 10 per cent. to the price per LTG Share being offered at that
time by Bidco (or anyone acting in concert with Bidco) in connection with the
Acquisition.

Bidco has, therefore, received irrevocable undertakings to vote (or procure
voting) in favour of the Scheme at the Court Meeting and the Resolution at the
General Meeting (or, in the event that the Acquisition is implemented by way
of an Offer, to accept or procure acceptance of such Offer) in respect of a
total of 220,016,891 LTG Shares (representing approximately 27.77 per cent. of
the existing issued ordinary share capital of LTG on 3 December 2024, being
the last Business Day before the date of this Announcement).

As noted in paragraph 13, Bidco has also received irrevocable undertakings to
elect for the Alternative Offers in respect of 187,262,090 LTG Shares
(representing approximately 23.63 per cent. of the existing issued ordinary
share capital of LTG on 3 December 2024, being the last Business Day before
the date of this Announcement).

Further information in relation to these irrevocable undertakings, including
the circumstances in which the irrevocable undertakings may lapse or cease to
be binding, is set out in Appendix III.

7.             Information relating to Bidco, the Intermediate Midcos, Topco and General Atlantic

Bidco

Bidco is a private limited company registered in England and Wales and
incorporated on 13 November 2024. Bidco is an entity owned directly by Midco 3
and indirectly by Topco. Bidco was formed for the purposes of the Acquisition
and has not traded since its date of incorporation, nor has it entered into
any obligations other than in connection with the Acquisition.

Midco 3

Midco 3 is a private limited company registered in England and Wales and
incorporated on 13 November 2024. Midco 3 is an entity owned directly by Midco
2 and indirectly by Topco. Midco 3 was formed for the purposes of the
Acquisition and has not traded since its date of incorporation, nor has it
entered into any obligations other than in connection with the Acquisition.

Midco 2

Midco 2 is a private limited company registered in England and Wales and
incorporated on 12 November 2024. Midco 2 is an entity owned directly by Midco
1 and indirectly by Topco. Midco 2 was formed for the purposes of the
Acquisition and has not traded since its date of incorporation, nor has it
entered into any obligations other than in connection with the Acquisition.

Midco 1

Midco 1 is a private limited company registered in England and Wales and
incorporated on 12 November 2024. Midco 1 is an entity owned directly by
Topco. Midco 1 was formed for the purposes of the Acquisition and has not
traded since its date of incorporation, nor has it entered into any
obligations other than in connection with the Acquisition.

Topco

Topco is a private limited company registered in Jersey and incorporated on 12
November 2024. Topco was formed for the purposes of the Acquisition. Topco is
currently a subsidiary of (and indirectly owned by) General Atlantic. Topco
was formed for the purposes of the Acquisition and has not traded since its
date of incorporation, nor has it entered into any obligations other than in
connection with the Acquisition.

General Atlantic

General Atlantic is a global growth investor founded in 1980. The firm has
approximately US$100 billion in assets under management and 225 current
investments, employing more than 900 professionals. General Atlantic seeks to
identify investment themes that are driven by innovation and entrepreneurship
and supported by growth. Its products include growth equity, credit, energy
transition and infrastructure.

As noted in paragraph 3, Atlantic Park is General Atlantic's Strategic Capital
Solutions franchise. Atlantic Park is focused on creating flexible and
sustainable capital structures to support high quality companies, management
teams and entrepreneurs to achieve their long-term objectives and deliver
growth in a sustainable way. Atlantic Park's mandates are highly flexible in
nature and can take many forms (including investments across the capital
structure).

Certain further information relating to Topco and Bidco (and the Intermediate
Midcos), as well as the Rollover Securities, is contained in Appendix IV.

8.             Information relating to LTG

LTG is a key player in the growing workplace digital training and learning and
talent development market. LTG offers end-to-end learning and talent solutions
ranging from strategic consultancy, through a range of content and platform
solutions to analytical insights that enable corporate and government clients
to close the gap between current and future workforce capability.

LTG is a public limited company registered in England and Wales. The LTG
Shares are traded on AIM, a market operated by the London Stock Exchange
(LTG.L) and headquartered in London. LTG has offices in Europe, North America,
South America and Asia-Pacific.

9.             Group current trading update

On 17 September 2024, LTG announced its half year results for the six months
ended 30 June 2024 and provided an update on current trading, including LTG's
outlook for the full financial year to 31 December 2024. LTG stated that it
expected revenue to be in the range of £473 million to £493 million with
Adjusted EBIT of £86 million to £91 million for the financial year ended 31
December 2024 (based on an average GBP:USD rate of 1.31 for the second half of
the 2024 financial year, and including a contribution from VectorVMS during
the first half of the 2024 financial year prior to the completion of the sale
of this business on 1 July 2024). 5  At that time, the LTG Board commented
that it expected LTG to be towards the bottom of the range given current
trading, in particular at GP Strategies.

As such, the LTG Board expects Adjusted EBIT performance to be in the lower
end of the range stated on 17 September 2024.

Ongoing macroeconomic and political uncertainty continue to affect the
decision-making of the Group's customers and reduce the budgets allocated for
LTG's technologies and services. Whilst the LTG Board remains confident in the
long-term outlook for the business, it anticipates that such headwinds will
continue to impact the performance of LTG for at least the remainder of the
current financial year and into 2025. The LTG Board therefore expects revenue
performance to be flat in the 2025 financial year as compared to the
anticipated outturn for 2024 (after excluding a contribution from VectorVMS'
performance during the first half of the 2024 financial year and assuming an
average GBP:USD rate of 1.29).

10.          Financing of the Acquisition

The cash consideration payable to LTG Shareholders by Bidco under the terms of
the Acquisition together with certain fees and expenses in connection with the
Acquisition will be financed by a combination of: (i) equity to be invested by
General Atlantic; and (ii) debt to be provided under an Interim Facilities
Agreement provided by certain third party lenders comprising approximately a
US$526,367,080 interim term loan facility (in respect of which Bidco has
obtained fully underwritten commitments from certain third party lenders to
provide such facilities pursuant to the Interim Facilities Agreement).

The majority of the equity to be invested by General Atlantic to fund the
Acquisition will be subscribed, in a maximum amount of up to a U.S. dollar
equivalent of approximately £228.4 million, by way of a subscription of A1
Preference Shares at a U.S. dollar price per share that is equal to the 100
pence per LTG Share in respect of the Cash Offer (subject to an initial offer
discount to such price of three per cent.). General Atlantic's subscription of
A1 Preference Shares will be scaled back from such maximum amount if and to
the extent that any B Preference Shares are issued in connection with valid
elections for Alternative Offer 2, by such amount as is commensurate with the
number of B Preference Shares issued. The remainder of General Atlantic's
equity will be invested through subscribing for Ordinary Shares at a U.S.
dollar price per share that is equal to the 100 pence per LTG Share in respect
of the Cash Offer. Further information is set out in paragraph 4 of Appendix
IV.

Bidco has also entered into specific foreign currency hedging arrangements to
address foreign currency fluctuations between the date of this Announcement
and the time of payment of the cash consideration to LTG Shareholders in
connection with the Acquisition because the interim term loan facility under
the Interim Facilities Agreement is denominated in U.S. dollars whereas the
cash consideration payable to LTG Shareholders in connection with the
Acquisition is denominated in GBP.These foreign currency hedging arrangements
will also address foreign currency fluctuations between the date of this
Announcement and the time of General Atlantic's cash subscription for equity
in Topco as described above.

Certain of General Atlantic's equity commitments are intended to be provided
by equity co-investors in investment vehicles managed by General Atlantic
(such co-investors would be passive and not be granted any governance or
control rights over Bidco or any member of the Bidco Group or LTG).

PJT Partners, in its capacity as lead financial adviser to Bidco, confirms
that it is satisfied that sufficient resources are available to Bidco to
satisfy in full the cash consideration payable to LTG Shareholders under the
terms of the Acquisition.

11.          Directors, management, employees, pensions, research and development and locations

Bidco's strategic plans for LTG

As set out in paragraph 3, Bidco believes that now is the optimal time for LTG
to re-enter private ownership in order to achieve the growth and innovation
required for LTG to navigate the micro and macroeconomic factors it is facing,
whilst keeping up with the pace of change in the industry and maintaining a
leadership position in the workplace digital training and learning and talent
development market.

Prior to this Announcement, consistent with market practice, Bidco was granted
access to the Group's senior management for the purposes of confirmatory due
diligence. However, Bidco has not yet had access to all the relevant
information to undertake a full evaluation of LTG and its businesses.

Following the Acquisition becoming Effective, Bidco therefore intends to work
with LTG's management to undertake a detailed evaluation of LTG to assess the
business and operations of LTG in the context of its existing strategic plan
(which is designed to stabilise LTG's businesses which are currently in
decline and to achieve growth) and General Atlantic's approach to portfolio
management. Bidco expects that this evaluation will be completed within
approximately 12 months of the Effective Date. The evaluation will include:

·          reviewing the strategy and structure of each of LTG's
divisions, including their product ranges, markets, and the types and terms of
customer contracts;

·          reviewing LTG's business for particular areas that are
susceptible to, or impacted by, the rise in generative AI;

·          reviewing the geographical footprint of LTG;

·          engaging with the key stakeholders (including regulators)
of each of LTG's businesses;

·          evaluating potential opportunities in existing LTG
divisions and products to support LTG's growth and overall strategy, including
areas for further investments in technology;

·          identifying any opportunities for cost synergies,
including headcount reductions and the rationalisation or combination of
entities, physical offices and/or facilities;

·          evaluating opportunities to strengthen LTG's balance
sheet;

·          identifying any areas of LTG's business which could
benefit from further investment and/or inorganic growth via acquisitions, as
well as areas of LTG's business or assets which might have better prospects
outside LTG and could be divested in order to optimise the core areas of LTG's
business (including evaluating and/or implementing any such opportunities
already identified or in progress by LTG as part of its existing plans and
announced strategy of active portfolio management). It is therefore possible
that certain businesses or assets may be identified (or acquisition or
divestment processes commenced or continued) within the first 12 months after
the Acquisition becomes Effective. However, Bidco has no intentions in this
regard and further work is required as part of the evaluation process; and

·          reviewing the structure of the Group and identifying any
opportunities to optimise the legal entity structure of the Group and Bidco.
In particular, due diligence work conducted to-date has identified that there
may be scope within the Group for a legal entity reorganisation of parts of
LTG's business in the United States. It is envisaged that, subject to the
outcome of the evaluation process, such a reorganisation may commence within
the first 12 months after the Acquisition becomes Effective.

Prior to receiving the outcome of this evaluation and save as described above,
Bidco has no intention of changing LTG's strategic plans. However, Bidco
believes that LTG will be better positioned as a private company with a higher
degree of flexibility and operational focus, away from the public markets, to
implement any changes to LTG which result from this evaluation. Given the
ongoing disruption and fast pace of change within the industry, Bidco
considers that having greater capacity and flexibility to act more promptly as
a private company, for example in relation to investment decisions, will be
significant to the performance of LTG and its capacity to optimise its
portfolio in the future.

Employees and management

Bidco attaches great importance to the skills, experience and commitment of
LTG's management and employees and recognises the important contribution that
LTG's management and employees have made to the success of the business. Bidco
looks forward to working with the employees and the management team following
the Acquisition becoming Effective.

Bidco, through the due diligence process, has been impressed with the
leadership of LTG and its business units, and intends that each of Andrew
Brode and Jonathan Satchell will remain as the Chair and Chief Executive
Officer, respectively, of LTG under private ownership following the
Acquisition becoming Effective.

Bidco recognises that in order to achieve the expected benefits of the
Acquisition, some operational and administrative restructuring may be required
after the Acquisition becomes Effective. In particular, once the admission of
LTG's Shares to trading on AIM is cancelled and LTG becomes a private limited
company, a limited number of public company-related functions will be reduced
in scope or be reorientated to align with LTG's new status as a private
company. This may result in a reduction of roles in these specific areas but
would not be a material reduction in headcount in the context of the Group.

 

To the extent that actions have not been taken prior to completion of the
Acquisition, Bidco intends to undertake cost cutting measures across LTG's
businesses, which will result in headcount reductions, but these headcount
reductions are not intended to be material within the context of LTG.

 

It is intended that headcount reductions will be addressed (where possible)
through reallocating staff from discontinued roles to other appropriate new
roles or those created by growth-related opportunities, as well as through
natural attrition. Bidco confirms that its intention is for any individuals
impacted to be treated in a manner consistent with LTG's high standards,
culture and practices.

 

Bidco also notes that, through the diligence process, it has identified that
the headcount of LTG (and its employment model) is highly flexible, reflecting
the level of customer demand for its products and services as well as
underlying market conditions at a given time. Bidco does not intend for there
to be any change to the normal working practices of LTG in this regard.

 

If any reduction in headcount and/or reorganisation is required, Bidco would
operate in an open and transparent manner and will work with the LTG
management team with the aim of maintaining operational momentum. The
finalisation and implementation of any integration, reorganisation and
workforce reductions will be subject to detailed and comprehensive planning,
and to appropriate engagement (including, where applicable, consultation) with
stakeholders, including affected employees and any appropriate employee
representative bodies in accordance with applicable legal obligations. Bidco
would commence this engagement (including, where applicable, consultation)
process long enough before any final decision is taken to implement any job
reductions so as to ensure that relevant legal obligations are complied with.

 

It is also intended that, upon completion of the Acquisition, all of the LTG
Directors, other than Andrew Brode and Jonathan Satchell, will resign from
their office as a director of LTG.

 

Save as described above, Bidco has no intentions, nor have any proposals been
developed, with regard to changing the terms of employment of the management
and employees of LTG.

In addition, save as described above, Bidco does not intend to make any
material change in the balance of skills and functions of LTG's management and
employees (unless otherwise agreed with the relevant employee).

Existing rights and pension schemes

Bidco confirms that, following the Acquisition becoming Effective, the
existing contractual and statutory employment rights and terms and conditions
of employment, including pension rights, of the LTG management and employees
will be fully safeguarded in accordance with applicable law.

LTG makes available to certain employees a defined contribution pension scheme
and auto enrolment scheme in accordance with its legal obligations, but does
not itself offer any group defined benefit pension scheme. Bidco does not
intend to make any changes to the current employer pension contribution
arrangements, the accrual of benefits for existing members or the rights of
admission of new members.

Management incentive arrangements

No discussions have been entered into, or proposals been made, in relation to
the terms of any form of incentivisation arrangements with relevant employees
or members of LTG's management and Bidco does not intend to have any
discussions in this regard prior to the Effective Date. Following the
Effective Date, Bidco intends to review the management, governance and
incentive structure of LTG and will look to put in place appropriate
incentivisation arrangements for relevant members of the LTG management team.

Headquarters, locations, fixed assets and research and development

Following the Acquisition becoming Effective, and subject to the evaluation
referred to above, Bidco intends that LTG will continue to operate as a
standalone business group within General Atlantic's broader portfolio.

Until the evaluation referred to above is complete, save as described above,
Bidco has no intentions as regards any potential changes in the locations of
LTG's places of business (including no intentions with respect to changing the
location or functions of LTG's headquarters in London).

No changes are intended with respect to the redeployment of LTG's fixed asset
base and, to Bidco's knowledge, LTG has no specific research and development
function and does not intend for this to change, although Bidco intends to
continue its investment in ongoing research and development activities within
the LTG business units.

Trading facilities

LTG Shares are admitted to trading on AIM. An application will be made to the
London Stock Exchange, conditional upon the Acquisition becoming Effective,
for the cancellation of the admission to trading of LTG Shares on AIM with
effect on or shortly after the Effective Date and steps will be taken to
re-register LTG as a private company as soon as practicable on or following
the Effective Date.

None of the statements in this paragraph 11 are "post-offer undertakings" for
the purposes of Rule 19.5 of the Code.

Views of the LTG Board

In considering the recommendation of the Cash Offer to LTG Shareholders, the
Independent LTG Directors have given due consideration to the assurances given
to employees within LTG.

The Independent LTG Directors welcome Bidco's intentions with respect to the
future operations of the business and its employees, in particular, the
intentions to observe the existing contractual and statutory employment rights
of LTG employees and pension obligations, to make no material changes to the
balance of skills and functions of employees across LTG, to work with LTG's
management going forward and with no intentions with respect to a change to
the location of LTG's headquarters or to any place of business.

12.          Offer-related arrangements

Confidentiality Agreement

General Atlantic and LTG have entered into a confidentiality agreement dated 9
July 2024 in relation to the Acquisition (the "Confidentiality Agreement")
pursuant to which, among other things, General Atlantic gave certain
undertakings to: (i) subject to certain exceptions, keep information relating
to LTG and the Acquisition confidential and not to disclose it to third
parties; and (ii) use such confidential information only in connection with
the Acquisition. These confidentiality obligations will remain in force for a
period of two years from the date of the Confidentiality Agreement.

Under the Confidentiality Agreement, General Atlantic is also subject to
customary non-solicitation obligations for a period of 12 months from the date
of the Confidentiality Agreement. In addition, General Atlantic agreed to
certain standstill undertakings, all of which ceased to apply upon the release
of this Announcement.

Co-operation Agreement

Bidco and LTG have entered into a co-operation agreement dated 4 December 2024
(the "Co-operation Agreement"), pursuant to which: (i) Bidco has agreed to use
"all reasonable efforts" to co-operate with LTG and its professional advisers
Announcement, secure the Clearances and satisfy the Regulatory Conditions as
soon as reasonably practicable and in any event in sufficient time to enable
the Effective Date to occur by the Long-Stop Date; (ii) each party has agreed
to provide information, assistance and access in relation to obtaining the
relevant consents, clearances, permissions, waivers and/or approvals as may be
necessary, and the making of all filings as may be necessary, from or under
the law, regulations or practices applied by any applicable regulatory
authority in connection with the Acquisition; and (iii) Bidco to provide
certain information for the purposes of the Scheme Document and to assist with
the preparation of the Scheme Document.

The Co-operation Agreement also records Bidco's and LTG's intention to
implement the Acquisition by way of the Scheme, subject to the ability of
Bidco to proceed by way of an Offer in accordance with and subject to the
terms of the Co-operation Agreement.

Pursuant to the terms of the Co-operation Agreement, Bidco undertakes that it
will deliver a notice in writing to LTG on the Business Day before the
Sanction Hearing (provided that such notice shall be revocable by Bidco at any
time prior to the Sanction Hearing) confirming either: (i) the satisfaction or
waiver of the Conditions (other than Condition 2(c)(i) set out in Part A of
Appendix I); or (ii) to the extent permitted by the Panel, that it intends to
invoke or treat as unsatisfied or incapable of satisfaction one or more
Conditions, and in each case provided the Sanction Hearing shall not be less
than ten Business Days after the date of satisfaction or, if applicable,
waiver of all Conditions (other than Condition 2(c)(i) set out in Part A of
Appendix I).

The Co-operation Agreement also contains provisions that will apply in respect
of the LTG Share Plans and certain other employee incentive arrangements.

The Co-operation Agreement will be terminated with immediate effect if: (i)
agreed in writing between Bidco and LTG at any time prior to the Effective
Date; (ii) this Announcement is not released via a Regulatory Information
Service at or before 5.00 p.m. (London time) on 4 December 2024 (unless, prior
to that time, Bidco and LTG have agreed another later time and date); (iii)
the Acquisition is withdrawn, terminated or lapses in accordance with its
terms prior to the Long-Stop Date (and with the Panel's consent, where
required), other than where such lapse or withdrawal is as a result of Bidco
exercising its right to switch from the Scheme to an Offer, or it is followed
within ten Business Days (or such other period as LTG and Bidco may agree) by
an announcement under Rule 2.7 of the Code made by Bidco (or any person acting
in concert with Bidco) to implement the Acquisition by way of a different
takeover offer or scheme of arrangement; (iv) the Scheme is not approved by
LTG Shareholders at the Court Meeting and/or the Resolution is not passed at
the General Meeting or the Court refuses to sanction the Scheme; (v) unless
otherwise agreed by the parties in writing or required by the Panel, if the
Effective Date has not occurred by the Long-Stop Date; or (vi) on the
Effective Date.

Bidco has the right to terminate the Co-operation Agreement if: (i) an Adverse
Recommendation Change occurs (as defined in the Co-operation Agreement); (ii)
the Court Meeting and the General Meeting are not held on or before the 22nd
day after the expected date of the Court Meeting or the General Meeting (or
such later date as may be agreed in writing between the parties with the
consent of the Panel and the approval of the Court (if such consent and/or
approval is required)); or (iii) the Sanction Hearing is not held on or before
30 days after all Conditions have been satisfied or waived (or such later date
as may be agreed in writing between the parties with the consent of the Panel
and the approval of the Court (if such consent and/or approval is required)).

Either party has the right to terminate the Co-operation Agreement if, prior
to the Long-Stop Date: (i) any Condition has been invoked by Bidco (where such
invocation of the relevant Condition has been permitted by the Panel); or (ii)
a competing proposal completes, becomes effective or is declared or becomes
unconditional.

13.          The Alternative Offers

As noted in paragraph 2, as an alternative to the cash consideration payable
in connection with the Cash Offer, eligible LTG Shareholders may elect, in
respect of all or part of their holding of LTG Shares, to ultimately receive
either (but not both) of the following types of Rollover Securities, in each
case in lieu of any cash consideration under the Cash Offer:

for each LTG Share: 1 Rollover Ordinary Share ("Alternative Offer 1")

or

for each LTG Share: 0.8252 of a Rollover Ordinary Share and 0.2000 of a B
Preference Share ("Alternative Offer 2"),

each an "Alternative Offer" and together, the "Alternative Offers".

The maximum number of Ordinary Shares available to eligible LTG Shareholders
under the Alternative Offers will (when taken together) be limited to such
number (represented by valid elections) as is equal to 85 per cent. of the
total issued ordinary share capital in Topco (on a fully diluted basis,
including the Warrants to be held by General Atlantic as if they had all been
exercised and converted into Ordinary Shares in accordance with their terms at
the relevant time) (the "Alternative Offer Cap").

If elections are validly received for an Alternative Offer from eligible LTG
Shareholders in respect of a number of LTG Shares that would require the issue
of Ordinary Shares available under the Alternative Offers (when taken
together) to exceed the Alternative Offer Cap, such elections will be unable
to be satisfied in full. In these circumstances, subject to implementation of
the Rollover Mechanism (as described below):

·          the number of Ordinary Shares that are to be issued to
each LTG Shareholder who has made a valid election for an Alternative Offer
will be scaled back down to equal the Alternative Offer Cap on a pro-rata
basis (being pro-rata to the number of Ordinary Shares in respect of which
elections have been validly received); and

·          if and to the extent that a valid election has been made
for Alternative Offer 2, the number of B Preference Shares that are to be
issued to the relevant LTG Shareholder will be scaled back on the basis of the
same ratio that is applied to the scaling back down of the Ordinary Shares,

and the balance of the consideration for each LTG Share will be paid in cash
in accordance with the terms of the Cash Offer (the "Scaling Back").

In the event that Bidco elects, with the consent of the Panel and subject to
the Co-operation Agreement, to switch to an Offer, and less than 100 per cent.
of the LTG Shares are acquired by Bidco, Bidco reserves the right to amend the
Alternative Offer Cap with the consent of the Panel. The availability of the
Alternative Offers is not conditional upon a minimum number of valid elections
having been made by LTG Shareholders.

If the Scheme becomes Effective, eligible LTG Shareholders who validly elect
for an Alternative Offer will receive: (i) their Rollover Securities pursuant
to the Rollover Mechanism to be set out in further details the Scheme Document
(and as summarised in Appendix IV) whereby, on or shortly after the Effective
Date, the relevant LTG Shares of the relevant LTG Shareholder will be
exchanged for loan notes to be issued by Bidco which will then be exchanged,
directly or indirectly (and subject to the exercise of associated put or call
options), for the relevant number of Rollover Securities to which the relevant
LTG Shareholder is entitled in accordance with the terms and conditions of the
relevant Alternative Offer; and (ii) if applicable, as a result of an invalid
election, a partial election for the Alternative Offer, any Scaling Back as
described above and/or Bidco exercising its discretion in connection with the
U.S. Holders Cap (as described below), the cash consideration in respect of
the relevant LTG Shareholder's holding or remaining holding (as applicable)
that has not been exchanged pursuant to an Alternative Offer.

Any fractional entitlements of each LTG Shareholder who has validly elected
for Rollover Securities under an Alternative Offer in respect of their LTG
Shares will be rounded down, in each case to the nearest whole number of
Rollover Ordinary Shares and B Preference Shares (as applicable) per LTG
Shareholder. Fractional entitlements to the Rollover Securities will not be
allotted or issued to such LTG Shareholder but will be disregarded.

Eligible LTG Shareholders who wish to make an election for an Alternative
Offer will be required, as a condition to their election being treated as
valid and to Rollover Securities being issued to them, to provide certain
preliminary "know your customer" information to Topco's Corporate Services
Provider (being such information required in order to comply with applicable
anti-money laundering, sanctions or "know your customer" laws) or as otherwise
reasonably required by Bidco, Topco or General Atlantic. Details regarding the
information to be provided, and the manner in which it must be provided, will
be set out in the Scheme Document, the Form(s) of Election and the KYC
Form(s). Failure to provide the required information will result in any
elections for the relevant Alternative Offer being treated as invalid and
eligible LTG Shareholders who made such an invalid election will instead
receive the cash consideration payable under the Cash Offer in respect of the
number of LTG Shares for which they purported to make an election for the
relevant Alternative Offer. In addition, if and to the extent required by
applicable anti-money laundering, sanctions or "know your customer" laws,
eligible LTG Shareholders who receive Rollover Securities may be required to
provide Topco's Corporate Services Provider with further "know your customer"
information following or in connection with the issue of Rollover Securities
to them and information regarding this will be set out in the Scheme Document.
Failure to provide such further information may result in the directors of
Topco placing such restrictions as they think fit on the relevant holders of
the Rollover Securities pursuant to the Topco Articles. These restrictions may
include suspending a person's ability to transfer the Rollover Securities or
to receive dividends or other distributions in respect of them. A copy of the
KYC Form(s) for completion of the "know your customer" information is expected
to be made available at the time of publication of the Scheme Document.

LTG Shareholders who do not validly elect for an Alternative Offer (including
those who make an election for an Alternative Offer but fail to provide the
required "know your customer" information in the manner described above or
otherwise fail the requisite "know your customer" checks), will automatically
receive the full amount of the cash consideration pursuant to the Cash Offer
in respect of their entire holding of LTG Shares.

For the purposes of Rule 24.11 of the Code, PJT Partners, as lead financial
adviser to Bidco, will provide an independent valuation and estimate of the
value of (in respect of Alternative Offer 1) the Ordinary Shares and (in
respect of Alternative Offer 2) the Ordinary Shares and the B Preference
Shares, together with the assumptions, qualifications and caveats forming the
basis of its estimate of value, in a letter to be included in the Scheme
Document.

The Rollover Ordinary Shares and the B Preference Shares will have the rights
as set out in the Topco Articles and will further be subject to the terms and
conditions of the Topco Shareholders' Agreement. The issue of the Rollover
Securities pursuant to the Alternative Offers, as well as the loan notes and
put and call options, is subject to the Conditions and further terms set out
in Appendix I (and to be set out in the Scheme Document). Further information
in relation to the Alternative Offers and the Rollover Securities (including
certain advantages and disadvantages, risk factors and other investment
considerations, the key rights and restrictions attaching to the Rollover
Securities, as well as the further terms and conditions of the Alternative
Offers) and the Topco Group, is set out in paragraph 4, the remainder of this
paragraph 13 and Appendix IV (and will be included in the Scheme Document).
The Topco Shareholders' Agreement and the Topco Articles are also available on
Bidco's website at https://announcements-ga.com/
(https://announcements-ga.com/) and LTG's website at
https://ltgplc.com/offer-microsite/ (https://ltgplc.com/offer-microsite/) .

Other important notes in relation to the Alternative Offers

The Rollover Securities are not being offered, sold, resold, taken up,
transferred or delivered, directly or indirectly, in, into or from any
Restricted Jurisdiction or to, or for the account or benefit of, any Overseas
Shareholders who are resident in, or are nationals or citizens of, any
Restricted Jurisdiction (or who are nominees, custodians, trustees or
guardians for, citizens, residents or nationals of such Restricted
Jurisdictions), except pursuant to an applicable exemption from, or in a
transaction not subject to, applicable securities laws of those jurisdictions
and/or where all regulatory approvals (where applicable) have been validly
obtained. Any individual acceptances of an Alternative Offer will only be
valid if all regulatory approvals by an LTG Shareholder to acquire the
relevant Rollover Securities have been obtained.

The Rollover Securities have not been, and will not be, registered under the
U.S. Securities Act or applicable state securities laws. Accordingly, the
Rollover Securities may not be offered, sold, resold, taken up, transferred or
delivered, directly or indirectly, in the United States absent registration or
an available exemption or a transaction not subject to the registration
requirements of the U.S. Securities Act. Accordingly, the Rollover Ordinary
Shares and/or B Preference Shares will not be allotted issued to LTG
Shareholders unless Bidco determines that they may be issued pursuant to an
exemption from, or in a transaction that is not subject to, the registration
requirements of the U.S. Securities Act as provided by Section 3(a)(10) of the
U.S. Securities Act or another available exemption. Where Bidco believes that
an election for an Alternative Offer by any LTG Shareholder may infringe
applicable legal or regulatory requirements, or may result in a requirement
for registration under the U.S. Securities Act, the U.S. Exchange Act or any
other securities laws in the United States, Bidco will have the right to deem
that such LTG Shareholder has not validly elected for an Alternative Offer and
such LTG Shareholder will instead receive cash consideration in respect of the
LTG Shares which were subject to such an election, in accordance with the
terms of the Cash Offer.

In addition, if valid elections for the Alternative Offers are made that would
(when taken together) result in there being 2,000 or more holders of Rollover
Securities, 300 or more of whom are U.S. Holders, (the "U.S. Holders Cap"),
Bidco may, at its discretion determine that neither Alternative Offer will be
made available and that all LTG Shareholders will instead receive cash
consideration in respect of the relevant LTG Shareholder's holding which was
subject to such an election, in accordance with the terms of the Cash Offer.

Following the Scheme becoming Effective and except with the approval of the
Topco Board, the Rollover Securities may not be offered, sold, resold, taken
up, transferred or delivered, directly or indirectly, in or into the United
States or to or for the account or benefit of any person believed to be a U.S.
Person, or in any other manner whatsoever, as a result of which registration
under the U.S. Securities or U.S. Exchange Act would be required, and no
transfer of any Rollover Securities will be permitted that would result in the
U.S. Holders Cap being exceeded.

LTG Shareholders should determine whether acquiring or holding Rollover
Securities (as applicable) is affected by the laws or regulations of the
relevant jurisdiction in which they reside and consider whether any or all of
the Rollover Securities are a suitable investment in light of their own
personal circumstances and investment objectives. LTG Shareholders are
therefore strongly recommended to seek their own independent financial, tax
and legal advice before deciding whether to elect for an Alternative Offer.
Any decision to elect for an Alternative Offer should be based on independent
financial, tax and legal advice and, to the extent available in such LTG
Shareholder's jurisdiction, full consideration of the information in this
Announcement (including as set out in Appendix IV), the Topco Shareholders'
Agreement and the Topco Articles (each available on Bidco's website at
https://announcements-ga.com/ (https://announcements-ga.com/) and LTG's
website at https://ltgplc.com/offer-microsite/
(https://ltgplc.com/offer-microsite/) ) and in the Scheme Document).

Irrevocable undertakings in respect of the Alternative Offers

As described in paragraph 6, Bidco has received the following irrevocable
undertakings to (among other things) elect for the Alternative Offers:

·          Andrew Brode, Chairman of LTG and a Non-Independent LTG
Director, has entered into an irrevocable undertaking to elect to receive
Alternative Offer 1 in respect of his entire beneficial holding of LTG Shares,
being a total of 117,098,930 LTG Shares (representing approximately 14.78 per
cent. of the existing issued ordinary share capital of LTG on 3 December 2024,
being the last Business Day before the date of this Announcement); and

·          Jonathan Satchell, Chief Executive Officer of LTG and a
Non-Independent LTG Director, has entered into an irrevocable undertaking to
elect to receive an Alternative Offer in respect of 70,163,160 LTG Shares
(representing approximately 8.86 per cent. of the existing issued ordinary
share capital of LTG on 3 December 2024, being the last Business Day before
the date of this Announcement).

Bidco has therefore received irrevocable undertakings to elect for the
Alternative Offers in respect of 187,262,090 LTG Shares (representing
approximately 23.63 per cent. of the existing issued ordinary share capital of
LTG on 3 December 2024, being the last Business Day before the date of this
Announcement).

The Independent LTG Directors have not entered into any irrevocable
undertakings to elect for an Alternative Offer.

As noted in paragraph 4, the Independent LTG Directors are unable to form any
opinion on, or make any recommendation in respect of, either Alternative
Offer.

Further information in relation to the Alternative Offers and the Rollover
Securities (including advantages and disadvantages, risk factors and other
investment considerations, the key rights and restrictions attaching to the
Rollover Securities, as well as the further terms and conditions of the
Alternative Offers) and the Topco Group, is set out in paragraph 4, the
remainder of this paragraph 13 and Appendix IV (and will be included in the
Scheme Document). The Topco Shareholders' Agreement and the Topco Articles are
also available on Bidco's website at https://announcements-ga.com/
(https://announcements-ga.com/) and LTG's website at
https://ltgplc.com/offer-microsite/ (https://ltgplc.com/offer-microsite/) .

Risk factors and other investment considerations relating to the Alternative
Offers

The attention of eligible LTG Shareholders who may be considering electing for
an Alternative Offer is drawn to certain risk factors and other investment
considerations relating to such election. These will be set out in full in the
Scheme Document but include (among others):

·          the Rollover Securities comprise securities in a Jersey
incorporated private limited company, are unquoted and will not be listed or
admitted to trading on any stock exchange or market for trading of securities
(and will not be registered under the U.S. Securities Act) and will,
therefore, be illiquid. As a result, any assessment of the value of the
Rollover Securities should take into account an individual shareholder's
assessment of an appropriate liquidity discount;

·          the Rollover Securities will be of uncertain value and
there can be no assurance that they will be capable of being sold in the
future or that they will be capable of being sold at the value to be estimated
by PJT Partners, as financial adviser to Bidco, in the Scheme Document;

·          the Topco Board will be the principal decision-making
board of the Topco Group and the members of such board are expected to
comprise six directors at completion of the Acquisition (but can extend to up
to seven (or more) directors being appointed to the board). The Topco Board is
initially expected to be structured as follows: (i) one director appointed by
General Atlantic (for so long as it holds any A Preference Shares); (ii) one
director appointed by General Atlantic (for so long as it holds at least 10
per cent. but less than 25 per cent. of the Ordinary Shares (on a fully
diluted basis, including the Warrants as if they had all been exercised and
converted into Ordinary Shares in accordance with their terms at the relevant
time); (iii) the person holding the position of Chief Executive Officer of the
Topco Group from time to time (initially expected to by Jonathan Satchell upon
completion of the Acquisition); and (iv) two directors appointed by holders of
at least 25 per cent. but less than 35 per cent. of the Ordinary Shares and
three directors appointed by holders of at least 35 per cent. of the Ordinary
Shares. Given his expected holding of Ordinary Shares, it is anticipated that
Andrew Brode will initially have the right to appoint three directors
(including himself). Holders of B Preference Shares have no right to appoint
directors to the Topco Board. As such, holders of Rollover Ordinary Shares
holding less than 25 per cent. of the voting rights of Topco (on a fully
diluted basis) and B Preference Shares will have no meaningful influence over
decisions made by the Topco Group in relation to its investment in LTG or in
any other business or in relation to any member of the Topco Group's (or the
Group's) strategy (other than, in the case of holders of Rollover Ordinary
Shares, their right to vote at general meetings of Topco);

·          while the Rollover Ordinary Shares carry voting rights at
general meetings of Topco and the right to vote on written resolutions of
shareholders of Topco: (i) General Atlantic holds consent rights in relation
to certain reserved matters which cannot be approved without General
Atlantic's consent; and (ii) Topco shareholders who hold 10 per cent. or more
of the Ordinary Shares will hold a limited number of consent rights in
relation to matters which cannot be approved without the consent of such Topco
shareholders. While it is not possible to determine, at the date of this
Announcement, the exact shareholdings of General Atlantic, Andrew Brode and
Jonathan Satchell, it is expected that following the Effective Date, if and to
the extent they were to exercise their voting rights in the same manner, the
aggregate of their voting rights would be able to pass both ordinary and
special resolutions of Topco without other holders of Rollover Ordinary Shares
being able to block them. Although each of General Atlantic, Andrew Brode and
Jonathan Satchell take decisions independently of each other, other holders of
Rollover Ordinary Shares may have reduced influence or control with respect to
decisions made by Topco in relation to its indirect investment in the Group
and/or any other business;

·          in relation to Alternative Offer 2, the holders B
Preference Shares do not carry any general voting rights at general meetings
of Topco (save in respect of rights to vote as a class of shareholder as
required in accordance with applicable law) and will therefore have no ability
to vote on matters or otherwise confer influence over decisions made by Topco
in relation to its indirect investment in the Group and/or any other business;

·          the holders of Rollover Ordinary Shares who hold less
than 10 per cent. of the voting rights in Topco (on a fully diluted basis,
including the Warrants as if they had all been exercised and converted into
Ordinary Shares in accordance with their terms at the relevant time) do not
enjoy any minority protections or other rights (including consent rights or
information rights), except for those rights prescribed by applicable law. In
relation to Alternative Offer 2, the B Preference Shares do not benefit from
any governance rights or any minority protections or other rights (including
consent rights or information rights) except for those prescribed by
applicable law;

·          following completion of the Acquisition and on the basis
of their election for an Alternative Offer, it is anticipated that Andrew
Brode and Jonathan Satchell will have a significant rollover equity investment
in the Bidco Group. This total rollover equity investment will comprise
Rollover Ordinary Shares and may also include B Preference Shares, although
the exact size and nature of this investment will depend on the level of
election by LTG Shareholders for the Alternative Offers, the specific
Alternative Offer elected for by both Jonathan Satchell and other LTG
Shareholders and the resulting proportion of Rollover Ordinary Shares and B
Preference Shares issued as Rollover Securities. It is anticipated that Andrew
Brode's and Jonathan Satchell's combined rollover equity investment will
represent a minority but significant proportion of the total equity commitment
in the Bidco Group across a combination of all Ordinary Shares and Preference
Shares. General Atlantic is anticipated to represent a majority of the
combined Ordinary Shares and Preference Shares. When considered separately, it
is anticipated that Andrew Brode and Jonathan Satchell will between them
represent a majority of all Ordinary Shares and General Atlantic will
represent a majority of all Preference Shares;

·          the Rollover Securities held by Rollover Investors will
be subject to the Lock-Up Period and will not be transferrable during that
time, save in very limited circumstances as further described in Appendix IV.
Following such Lock-Up Period, a Rollover Investor will be entitled to
transfer its Rollover Securities to a bona fide third party, subject to a
right of first offer in favour of those Topco shareholders who hold 10 per
cent. or more of the relevant securities in Topco in circumstances where the
proposed transfer would not result in the proposed transferee acquiring
control of the Topco Group, certain customary "drag-along" and "tag-along"
provisions set out in the Topco Shareholders' Agreement and certain other
restrictions in respect of the identity of the proposed transferee;

·          in relation to Alternative Offer 2, subject to applicable
law, the Topco Board has the right to redeem the Preference Shares at any time
in accordance with the Topco Articles, in which case the applicable Preference
Share Redemption Price will apply. In addition, the Preference Shares
(including the B Preference Shares) are expected to be redeemed on a direct or
indirect change of control of LTG. As a result, holders of B Preference Shares
could lose their continued indirect economic exposure to LTG (via the B
Preference Shares) and can therefore have no assurance as to how long they
will be in issue (including as to how long the dividend payable on such B
Preference Shares will be paid);

·          the holders of Rollover Ordinary Shares will be diluted
upon exercise and conversion by General Atlantic of the Warrants into Ordinary
Shares. In connection with its funding of the Acquisition, General Atlantic is
entitled to be issued with such number of Warrants as is equal to a maximum
amount of 12.5 per cent. of Topco's Ordinary Share capital on a fully diluted
basis (calculated on the basis of including the impact of the Warrants as if
they had all been exercised and converted into Ordinary Shares in accordance
with their terms at the relevant time). The number of Warrants to be issued to
General Atlantic will be reduced from such maximum amount if and to the extent
that B Preference Shares are issued in connection with valid elections from
LTG Shareholders for Alternative Offer 2 (thereby reducing the number of A1
Preference Shares to be issued to General Atlantic), in such number as is
commensurate with the number of B Preference Shares issued to LTG Shareholders
pursuant to Alternative Offer 2. In addition, General Atlantic will be
entitled to a rateable increase in its number of Warrants (potentially in
excess of 12.5 per cent. of Topco's fully diluted Ordinary Share capital) if
it subscribes for additional A Preference Shares in connection with any Pre
Approved Funding;

·          in relation to Alternative Offer 2, the B Preference
Shares (and the basing amounts payable in connection with the Preferred
Dividend and the Preference Share Redemption Price) will be denominated in
U.S. dollars. Accordingly, payment of the Preferred Dividend and the
applicable Preference Share Redemption Price will be made in U.S. dollars and
LTG Shareholders will be exposed to foreign exchange fluctuations in the value
of U.S. dollars;

·          in relation to Alternative Offer 2, the B Preference
Shares will be issued at a U.S. dollar price per B Preference Share that is
equivalent to the price of 100 pence per LTG Share in respect of the Cash
Offer. The applicable GBP:USD exchange rate will be same rate as for
determining the U.S. dollar issue price for the A Preference Shares in
accordance with the Hedging Instrument, as described in paragraph 4 of
Appendix IV. This rate will not be known until on or following the Effective
Date. As a result, there may be foreign exchange fluctuations between the date
of this Announcement and the time that such exchange rate is determined which
may reduce (or increase) the overall value (in pound terms at that point in
time) of the consideration received by an LTG Shareholder who has validly
elected for Alternative Offer 2. In addition, LTG Shareholders will have no
control over the applicable exchange rate that is ultimately applied;

·          holders of Rollover Securities may also be diluted
(directly or indirectly) over time, potentially significantly, should there be
further issues of securities by Topco and holders of Rollover Securities are
unable to or choose not to participate in such further issues of securities
(including as a result of Pre Approved Funding, in respect of which holders of
Rollover Securities will not be entitled to participate). If holders of
Rollover Securities wish to avoid their percentage interest in Topco being
diluted, they may (if and to the extent they are permitted to do so) need to
further invest cash sums in Topco (and provide related documentation). In
particular, holders of Rollover Securities who do not exercise (or, in certain
circumstances, are not permitted to exercise) any pre-emption rights or
catch-up rights by investing the necessary cash sums in respect of further
issuances of securities by Topco may suffer significant dilution in their
percentage ownership. The price of and valuation methodology in relation to
such further issuances is not known and may be different to the value to be
estimated by PJT Partners, as lead financial adviser to Bidco, in the Scheme
Document;

·          the right of holders of Rollover Securities to
participate in further issues of Rollover Securities by Topco is subject to
certain important restrictions. These include exclusions in the case of
further issues of securities:

·          in connection with General Atlantic (and/or its
associates) subscribing for Ordinary Shares in the capital of Topco in order
to fund (indirectly) the consideration payable by Bidco under the Cash Offer
to LTG Shareholders, pursuant to the terms of the Acquisition (for the
avoidance of doubt, this is not expected to have a dilutive impact on holders
of Topco securities);

·          to General Atlantic and/or its associates in connection
with any Pre Approved Funding required to ensure the Topco Group has at least
US$38 million of available cash as at the Effective Date;

·          to the Rollover Investors pursuant to the Scheme (or, if
applicable, the Offer);

·          upon the exercise of any Warrant pursuant to the terms of
the Warrant Instrument;

·          to actual or potential employees, directors or
consultants of the Topco Group (whether directly or indirectly, including
through a trust, nominee or other investment vehicle established for the
purposes of holding Rollover Securities on behalf of such persons) in
connection with any management incentive plan related to the Topco Group;

·          to any vendor(s) as non-cash consideration on the
acquisition of, or merger with, all or part of another business, undertaking,
company or assets;

·          other than to General Atlantic or any of its associates,
in connection with the debt financing arrangements of the Topco Group, which
will dilute securities held by the Topco shareholders pro-rata;

·          in connection with an IPO or a pre-IPO reorganisation
transaction; or

·          in respect of which General Atlantic and the holders of a
Topco Special Majority agree in writing that the pre-emption rights in the
Topco Shareholders' Agreement will not apply (it being noted that, together,
General Atlantic, Andrew Brode and Jonathan Satchell would be able to form a
Topco Special Majority);

·          the A2 Preference Shares rank senior to the A1 Preference
Shares and the B Preference Shares as regards any distribution, buy-back, any
other capital redemption or other return of income or capital made by Topco
and, while the A2 Preference Shares do not benefit from the Preference
Dividend or any other dividend, the A2 Preference Shares will be redeemed at
the applicable Issue Price before the A1 Preference Shares and B Preference
Shares are redeemed;

·          in relation to Alternative Offer 2, the B Preference
Shares (and A Preference Shares) rank senior to the Rollover Ordinary Shares
in all respects, meaning that the Preference Dividend to be paid on the B
Preference Shares (and A1 Preference Shares) will, subject always to the Topco
Articles, be paid by Topco to the holders thereof before any other dividend,
distribution or other return of capital (such as a share buyback) can be paid
by Topco in respect of the Rollover Ordinary Shares (with the possibility that
no further capital is available for distribution to holders of Rollover
Ordinary Shares). In addition, upon an Exit, the proceeds available for
distribution (excluding certain costs and taxes) must be paid in priority to
the holders of A2 Preference Shares, followed by the holders of A1 Preference
Shares and B Preference Shares in respect of accrued and unpaid amounts on any
dividends relating to the A1 Preference Shares and B Preference Shares (as
well as further amounts payable on redemption of such A1 Preference Shares and
B Preference Shares) before any remaining proceeds can be distributed pari
passu amongst holders of Ordinary Shares (including the Rollover Ordinary
Shares) (with the possibility that no further proceeds are available for
distribution to holders of Rollover Ordinary Shares);

·          for so long as Topco and its subsidiaries have any
secured debt outstanding and until the Preference Shares are redeemed in full,
it is not anticipated that Topco will declare or pay any dividends on the
Rollover Ordinary Shares;

·          any Exit or Refinancing will occur at the discretion of
the Topco Board (with the consent of General Atlantic) or, in the case of an
Exit only, at the discretion of General Atlantic in certain circumstances as
detailed in the Topco Shareholders' Agreement, and holders of Rollover
Securities will therefore not have control over the date(s), terms or value(s)
on or at which they may be able to realise their investment in the Topco Group
(if at all). In particular, following expiry of the Lock-Up Period, in certain
circumstances where a Topco shareholder proposes to transfer its securities in
Topco, holders of Rollover Securities may be forced to sell all their Rollover
Securities on terms economically no less favourable as compared to the
relevant selling Topco shareholder under the terms of a "drag along" (i.e.
forced sale) provision set out in the Topco Shareholders' Agreement. In
relation to the "drag along" provision set out in the Topco Shareholders'
Agreement:

·          save that the consideration for the transfer of B
Preference Shares on a "drag-along" sale must be equal to the relevant
Preference Share Redemption Price calculated as at the date of completion of
the transfer, there is no requirement for the selling Topco shareholder or any
of its associates to proceed with an Exit or to do so at any particular
minimum price or, if they do proceed with an Exit, to exercise the "drag
along" right, and certain exceptions to the "drag along" right apply;

·          in the event of only a partial exit, the "drag along"
right is unlikely to apply;

·          the "drag along" right may only be exercised following
expiry of the Lock-Up Period; and

·          any transfer triggering the "drag along" right may be at
a value that is less than the value of the cash consideration payable per LTG
Share in connection with the Cash Offer;

·          in relation to the "tag along right" (i.e. right to join
a sale) in connection with the Rollover Securities:

·          on a transfer of Topco securities which would result in
the purchaser acquiring control of the Topco Group, holders of Rollover
Securities are entitled to sell to the purchaser all of their Rollover
Securities. However, holders of Rollover Securities will only have a pro-rata
tag right in respect of a proportion (and not all) of their Rollover
Securities on a transfer of Ordinary Shares that would not result in the
purchaser acquiring control of the Topco Group. Therefore, this "tag along"
right may not provide for a full (or any) exit for holders of Rollover
Securities;

·          certain exceptions apply which would not give rise to a
"tag along" right, including (amongst others): (i) in relation to transfers in
connection with a Refinancing or a reorganisation transaction; or (ii) in
connection with a transfer of equity interests by General Atlantic to its
associates;

·          in the case of a transfer which does not result in the
purchaser acquiring control of the Topco Group and where the only type of
security being transferred is Preference Shares, the holders of Rollover
Securities will not benefit from a "tag along" right in respect of their
Preference Shares (or Ordinary Shares);

·          there is no requirement for any Topco shareholder to
transfer securities on any known timeline; and

·          holders of Rollover Securities who exercise the "tag
along" right described above will be required to agree to the same terms and
conditions as the selling Topco shareholder and its associates in relation to
the relevant transfer, including as to price and any covenants as a selling
shareholder. The consideration payable to holders of Rollover Securities in
such circumstances may or may not be cash and is not subject to any minimum
threshold (save that the consideration for the B Preference Shares on a
transfer that would result in the purchaser acquiring control of the Topco
Group must be equal to the applicable Preference Share Redemption Price);

·          in the event of any Exit, holders of Rollover Securities
will be required to co-operate with the Topco Group, and each Substantial
Rollover Investor and Qualifying Rollover Investor and any other Rollover
Investor who is a member of the Topco Group's senior management team may be
required to provide certain warranties and indemnities in connection with such
process, save that it is anticipated that any business warranties and
indemnities would be given on a "fully insured" basis (provided that warranty
and indemnity insurance is available on commercially reasonable terms
(including as to pricing) in accordance with market practice at the relevant
time and in a form reasonably satisfactory to the purchaser(s));

·          each Rollover Investor will have sole responsibility for
declaring and settling their respective tax liabilities (in each case
including all interest and penalties in relation thereto) in each relevant
jurisdiction as a result of, in respect of, by reference to or in connection
with the issue of any Rollover Securities, Bidco Rollover Securities, Midco 3
Rollover Securities, Midco 2 Rollover Securities and Midco 1 Rollover
Securities or otherwise the election to receive an Alternative Offer,
including, without limitation, arising from the grant, subscription, issuance,
acquisition, vesting, exercise, ownership, holding, transfer, conversion or
disposal of such securities, the variation of any right attaching to or
comprising in any such securities, being given the right or opportunity to
acquire any such securities, any other action, event, transfer, transaction or
thing done (whether actual or deemed) at any time in relation to any such
securities (including the waiver of any loan relating to those securities), or
the entry into of any tax election related to such securities. Under the Topco
Shareholders' Agreement, the Rollover Investors agree that the Topco Group
may, where applicable, make deductions from salary, bonuses or other
employment income of the relevant Rollover Investor for the relevant period or
any subsequent period, in order to account for any such tax liability borne by
the Topco Group on behalf of the relevant Rollover Investor; to the extent
that any such deductions are insufficient to cover any such taxes due within
60 calendar days of such tax arising (or such shorter time as may be required
by law or regulation or as deemed necessary or desirable by the Topco Group in
order to minimise such tax), each Rollover Investor severally covenants to pay
(to the extent permitted by law) to the relevant Topco Group company (on an
after-tax basis) an amount equal to the balance of any such taxes which are
due, within 10 calendar days of demand by the Topco Group;

·          General Atlantic intends that all costs, fees and
expenses in connection with any Exit, reorganisation transaction or
Refinancing as determined by the Topco Board (acting reasonably) will be borne
by the Topco Group. Such costs would therefore result, directly or indirectly,
in a pro-rata reduction in the value of the investment made by holders of
Rollover Securities in the Topco Group. The quantum of such costs, fees and
expenses is not known;

·          in certain circumstances including a continuing default
under the Topco Group's debt financing facilities, an insolvency event for the
Topco Group, certain insolvency or material accounting or liquidity issues for
the Topco Group, the exceeding of certain leverage thresholds by the Topco
Group, significant underperformance by the Topco Group against its initial
business plan and a failure by Topco to fully redeem all Topco Preference
Shares (at the applicable Preference Share Redemption Price) and to purchase
all of General Atlantic's Ordinary Shares (at fair market value) within 12
months of General Atlantic serving notice on Topco requiring the same at any
time after the sixth anniversary of the Effective Date (each a "Minority
Protection Situation"), General Atlantic has certain enhanced governance
rights pursuant to which it may acquire control of the Topco Board and,
subject to certain protected Topco shareholder rights, take all such steps and
actions and do all such things that, in the opinion of General Atlantic
(acting reasonably and in good faith), are necessary or desirable in order to
mitigate or respond to such Minority Protection Situation. In a Minority
Protection Situation, other than certain reserved matters requiring the
consent of Rollover Investors who hold 10 per cent. or more of the voting
rights in Topco (on a fully diluted basis, including the Warrants as if they
had been exercised and converted into Ordinary Shares in accordance with their
terms at the relevant time), the Rollover Investors will have no meaningful
influence over decisions made by the Topco Group in relation to their
respective investments in LTG or in relation to any member of the Topco
Group's (or the Group's) strategy;

·          future payments or other realisations of value, proceeds
or capital in respect of the Rollover Securities (including in connection with
an Exit or otherwise) will not be guaranteed or secured;

·          General Atlantic, together with the holders of a Rollover
Investor Majority may, acting reasonably, amend the Topco Shareholders'
Agreement and/or the Topco Articles and/or related documents (notwithstanding
any class rights) without the consent of, and upon reasonable notice setting
out the amendments to, the other Topco shareholders, save that no such
amendment will be made which would be disproportionately adverse to the
economic (including capital and income rights), tax or legal position of the
Rollover Investors as compared to General Atlantic;

·          the Topco Shareholders' Agreement includes a number of
continuing obligations on holders of Rollover Securities, including: (i)
restrictions on saying or doing anything which may be harmful or prejudicial
to the goodwill or reputation of General Atlantic or its associates or the
Topco Group; and (ii) a compliance covenant, which requires the Rollover
Investors to observe and fully comply with the Topco Shareholders' Agreement
and includes an undertaking to exercise their rights to give full effect
thereto (which means that circumstances may arise whereby the Rollover
Investors are obliged to vote in a particular way to comply with this
covenant, or their right to object to a variation of class rights may be
otherwise restricted). The Topco Shareholders' Agreement also contains a power
of attorney whereby the Rollover Investors appoint Topco or General Atlantic
as their attorney to provide the consents and approvals referred to above. A
combination of such compliance covenants, the power of attorney and the
variation provisions described above and certain other requirements in the
Topco Shareholders' Agreement and Topco Articles therefore narrow the scope of
class rights protections which would otherwise be available to holders of
Rollover Securities under Jersey law;

·          the power of attorney contained in the Topco
Shareholders' Agreement will also allow Topco and General Atlantic to (acting
individually or together) exercise voting rights at shareholder meetings and
sign relevant documentation on behalf of Rollover Investors, in each case as
Topco or General Atlantic may, in their absolute discretion (in good faith)
consider necessary or desirable to facilitate the enforcement of certain key
terms of the Topco Shareholders' Agreement. This will narrow the ability of
holders of Rollover Securities to exercise control and/or take their own
decisions in relation to such matters as compared to what would otherwise be
the case in respect of their Rollover Securities;

·          it should be noted that the costs, fees and expenses
incurred by LTG, as well as Bidco, the Topco Group and General Atlantic, in
connection with the Acquisition will be borne by the enlarged Topco Group.
Such costs, fees and expenses will need to be funded from existing cash
resources of the enlarged Topco Group or by additional subscription of
Ordinary Shares and/or Preference Shares by General Atlantic (with any such
subscription occurring at the same per-share price as the other Acquisition
related subscriptions by General Atlantic). The costs, fees and expenses of
LTG are currently estimated (on an indicative basis to amount to approximately
£12 million and are expected to be funded from existing cash resources. The
costs, fees and expenses of General Atlantic are currently estimated (on an
indicative basis) to amount to approximately £26 million. Assuming that the
entirety of that amount were to be funded by General Atlantic subscribing for
Ordinary Shares and total Topco Ordinary Share capital equivalent to £181
million of equity value (excluding such subscription), General Atlantic would
be subscribing for 12.5 per cent. of additional Ordinary Shares, with
commensurate dilution of all Ordinary Shareholders' percentage Ordinary Share
interests (including General Atlantic's). An updated estimate of all costs,
fees and expenses will be included in the Scheme Document;

·          eligible LTG Shareholders will only be able to elect for
one Alternative Offer (but not both);

·          LTG Shareholders will have no certainty as to whether
they will receive Rollover Securities, or the amount of Rollover Securities
they will receive, because:

·          the maximum number of Rollover Securities available to
eligible LTG Shareholders under the Alternative Offers is limited to the
Alternative Offer Cap as described above;

·          if and to the extent that elections for the Alternative
Offers (when taken together) cannot be satisfied in full, the number of
Rollover Securities to be issued in respect of each LTG Share will be scaled
down on a pro-rata basis, in the manner described above, and the balance of
the consideration for each LTG Share will be paid in cash in accordance with
the terms of the Cash Offer;

·          if elections for the Alternative Offers are made that
would result in the U.S. Holders Cap being exceeded, Bidco may, at its
discretion, determine that neither Alternative Offer will be made available
and that all LTG Shareholders will instead receive cash consideration in
respect of the LTG Shares which were subject to such an election, in
accordance with the terms of the Cash Offer; and

·          the precise numbers of securities that may be issued by
Topco from time to time cannot be ascertained at the date of this Announcement
and will depend on a variety of factors;

·          as certain rights and protections attaching to the
Rollover Securities will depend upon the number of Rollover Securities held by
each holder of Rollover Securities, there can therefore be no certainty that
eligible LTG Shareholders will obtain the requisite number of Rollover
Securities to afford themselves those rights and protections;

·          LTG is currently admitted to trading on AIM. Certain
standards and protections (including requirements as to the disclosure of
information) afforded to shareholders in a listed public limited company
incorporated in England and Wales will be substantially different to a
shareholding in an unlisted private limited company incorporated in Jersey
which a LTG Shareholder would receive as a result of validly electing for an
Alternative Offer (and these will not be commensurate to those that they
currently benefit from as an LTG Shareholder);

·          the value of the Rollover Securities will depend upon the
future performance of the LTG business following the Acquisition becoming
Effective. This remains uncertain and could result in the amount received on
Exit or other transfer being more or less than the consideration under the
Cash Offer. There can be no guarantee as to the performance of Topco (or the
Topco Group) following the Effective Date, and past performance cannot be
relied upon as an indication of future performance or growth; and

·          following the Effective Date, LTG will remain subject to
the risks associated with the industry in which it operates. Accordingly,
holders of Rollover Securities will continue to be exposed to such risks.

As noted in paragraph 4, the Independent LTG Directors are unable to form any
opinion on, or make any recommendation in respect of, either Alternative
Offer.

Further information in relation to the Alternative Offers and the Rollover
Securities (including certain advantages and disadvantages, risk factors and
other investment considerations, the key rights and restrictions attaching to
the Rollover Securities, as well as the further terms and conditions of the
Alternative Offers) and the Topco Group, is set out in paragraph 4, this
paragraph 13 above and Appendix IV (and will be included in the Scheme
Document). The Topco Shareholders' Agreement and the Topco Articles are also
available on Bidco's website at https://announcements-ga.com/
(https://announcements-ga.com/) and LTG's website at
https://ltgplc.com/offer-microsite/ (https://ltgplc.com/offer-microsite/) .

14.          Disclosure of interests in LTG securities

Except for the irrevocable undertakings referred to in paragraph 6 and
Appendix III, as at 3 December 2024 being the last Business Day before the
date of this Announcement, neither Bidco, nor any of its directors, nor, so
far as Bidco is aware, any person presumed to be acting in concert (within the
meaning of the Code) with Bidco for the purposes of the Acquisition: (i) had
any interest in, or right to subscribe for, relevant securities of LTG; or
(ii) had any short positions in respect of relevant securities of LTG (whether
conditional or absolute and whether in the money or otherwise), including any
short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery; or
(iii) has borrowed or lent any relevant securities of LTG (including, for
these purposes, any financial collateral arrangements of the kind referred to
in Note 3 on Rule 4.6 of the Code) save for any borrowed shares which have
been either on-lent or resold; (iv) procured an irrevocable commitment or
letter of intent to accept the terms of the Acquisition in respect of relevant
securities of LTG; or (v) is a party to any dealing arrangement of the kind
referred to in Note 11(a) on the definition of acting in concert in the Code.

"Interests in securities" for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
will be treated as having an "interest" by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to securities.

15.          LTG dividends

The Cash Offer (and, as the case may be, the consideration due under the
Alternative Offers) assumes that LTG Shareholders will not receive any
dividend, distribution and/or any other return of capital or value following
the date of this Announcement.

If, on or after the date of this Announcement and before the Effective Date,
any dividend, distribution and/or other return of capital or value is
authorised, declared, made, paid or becomes payable in respect of the LTG
Shares, Bidco reserves the right to reduce the consideration payable under the
terms of the Cash Offer (and, as the case may be, the number of Rollover
Securities due under the terms of the Alternative Offers, assuming that the
value of the Rollover Securities to be issued under the Alternative Offers for
each LTG Share is equal to the consideration payable under the Cash Offer) by
an amount up to the amount of such dividend, distribution and/or other return
of capital or value. In these circumstances, the relevant eligible LTG
Shareholders will be entitled to receive and retain such dividend,
distribution and/or return of capital or value that is authorised, declared,
made, paid or becomes payable, and any reference in this Announcement to the
consideration payable under the Cash Offer (or consideration due under the
Alternative Offers) will be deemed to be a reference to the consideration as
so reduced. Any exercise by Bidco of its rights referred to in this paragraph
will be the subject of an announcement and, for the avoidance of doubt, will
not be regarded as constituting any revision or variation of the terms of the
Scheme.

16.          LTG Share Plans

Participants in the LTG Share Plans will be contacted regarding the effect of
the Acquisition on their rights under the LTG Share Plans and an appropriate
proposal will be made to such participants in due course. The proposals will
explain the impact of the Acquisition on the options and/or awards of
participants in the LTG Share Plans and the actions such participants may take
in respect of their options or awards. A summary of such proposals will be set
out in the Scheme Document.

17.          Scheme of Arrangement and Conditions to the Acquisition

Scheme of arrangement

It is intended that the Acquisition will be implemented by way of a
Court-approved scheme of arrangement between LTG and the LTG Shareholders
under Part 26 of the Companies Act (although Bidco reserves the right to
implement the Acquisition by way of an Offer, subject to the consent of the
Panel, where necessary, and the terms of the Co-operation Agreement).

The purpose of the Scheme is to provide for Bidco to become the holder of the
entire issued, and to be issued, ordinary share capital of LTG. This is to be
achieved:

·          in respect of the Cash Offer, by the transfer of the LTG
Shares held by LTG Shareholders to Bidco, in consideration for which the
relevant LTG Shareholders will receive consideration on the basis set out in
paragraph 2; and

·          in respect of LTG Shares in respect of which valid
elections for an Alternative Offer are made (subject to the terms and
conditions of each Alternative Offer, including the Alternative Offer Cap,
Scaling Back and the U.S. Holders Cap), through the receipt of Rollover
Securities pursuant to the Rollover Mechanism described in paragraph 3 of
Appendix IV in exchange for the transfer to Bidco of the relevant number of
LTG Shares of the relevant eligible LTG Shareholder,

in each case, to be effected pursuant to the Scheme.

Conditions to the Acquisition

The Acquisition will be subject to the Conditions and further terms referred
to in Appendix I and to the full terms and conditions to be set out in the
Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
Offer Document) and will only become Effective if, among other things, the
following events occur on or before 11.59 p.m. (London time) on the Long-Stop
Date:

·          a resolution to approve the Scheme is passed by a
majority in number of LTG Shareholders present and voting (and entitled to
vote) at the Court Meeting, either in person or by proxy, representing 75 per
cent. or more in value of the LTG Shares held and voted by those LTG
Shareholders;

·          the Resolution necessary to implement the Scheme is
passed by the requisite majority of LTG Shareholders representing at least 75
per cent. of votes cast at the General Meeting;

·          following the Meetings and satisfaction and/or waiver
(where applicable) of the other Conditions, the Scheme is sanctioned by the
Court (without modification, or with modification on terms agreed by Bidco and
LTG);

·          following such sanction, a copy of the Court Order is
delivered to the Registrar of Companies; and

·          the satisfaction or waiver of the relevant antitrust and
foreign direct investment approvals, including in the United Kingdom, Germany
and the United States.

Conditions 1, 2(a)(ii), 2(b)(ii), and 2(c)(ii) set out in Part A of Appendix I
provide that the Scheme will lapse (under the authority of Rule 13.5(b) of the
Code) if:

·          the Court Meeting and the General Meeting are not held by
the 22nd day after the expected date of the Court Meeting and the General
Meeting, such date to be set out in the Scheme Document in due course (or such
later date as Bidco and LTG may agree, or as may be specified by Bidco with
the consent of the Panel and, in each case, if required, the Court may allow),
unless such Condition is waived by Bidco;

·          the Sanction Hearing is not held by the 22nd day after
the expected date of the Sanction Hearing to be set out in the Scheme Document
in due course (or such later date as Bidco and LTG may agree, or as may be
specified by Bidco with the consent of the Panel and, in each case, if
required, the Court may allow), unless such Condition is waived by Bidco; or

·          the Scheme does not become Effective on or by 11.59 p.m.
(London time) on the Long-Stop Date (unless this date is extended by agreement
between Bidco and LTG).

Bidco may only invoke a Condition so as to cause the Acquisition not to
proceed, lapse or to be withdrawn with the consent of the Panel. Certain
Conditions are not subject to this requirement. Further details are set out
below and in Part B of Appendix I.

If any of Conditions 1, 2(a)(ii), 2(b)(ii), and 2(c)(ii) set out in Part A of
Appendix I are not satisfied by the date specified therein, Bidco will make an
announcement via a Regulatory Information Service as soon as practicable and,
in any event, by no later than 8.00 a.m. (London time) on the Business Day
following the date so specified, confirming whether Bidco has invoked the
relevant Condition, waived the relevant Condition (where applicable), or
agreed with LTG to extend the relevant deadline by which that Condition must
be satisfied.

Once the necessary approvals from LTG Shareholders have been obtained and the
other Conditions have been satisfied or (where applicable) waived and the
Scheme has been approved by the Court, the Scheme will become Effective upon
delivery of a copy of the Court Order to the Registrar of Companies.

The Scheme is expected to become Effective during the first quarter of 2025,
subject to the satisfaction or waiver (where applicable) of the Conditions.

Upon the Scheme becoming Effective: (i) it will be binding on all LTG
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or General Meeting (and if they attended and voted, whether or
not they voted in favour); and (ii) share certificates in respect of LTG
Shares will cease to be valid and entitlements to LTG Shares held within the
CREST system will be cancelled. In accordance with the applicable provisions
of the Code, the consideration for the transfer of the LTG Shares to Bidco
(pursuant to the Cash Offer or either of the Alternative Offers, as
applicable) will be dispatched within 14 days of the Effective Date.

Any LTG Shares issued before the Scheme Record Time will be subject to the
terms of the Scheme. The Resolution to be proposed at the General Meeting
will, among other matters, provide that the Articles be amended to incorporate
provisions requiring any LTG Shares issued after the Scheme Record Time (other
than to Bidco and/or its nominees) to be automatically transferred to Bidco on
the same terms as the Cash Offer (other than terms as to timings and
formalities). The provisions of the Articles (as amended) will avoid any
person (other than Bidco and/or its nominees) holding shares in the capital of
LTG after the Effective Date.

Full details of the Scheme, including expected times and dates for each of the
Court Meeting, the General Meeting and the Sanction Hearing, together with
notices of the Court Meeting and the General Meeting, will be set out in the
Scheme Document, which will be published, together with the associated Forms
of Proxy and Form(s) of Election, as soon as reasonably practicable and, in
any event, within 28 days of this Announcement (or such later time as LTG,
Bidco and the Panel may agree). A copy of the KYC Form(s) for completion of
the requisite "know your customer" checks in connection with the Alternative
Offers and the Rollover Securities is
(file:///C%3A/Users/09477/AppData/Roaming/iManage/Work/Recent/011526-00967%20--%20General%20Atlantic-GA%20-%20Project%20Leopard/is)
expected to be made available at the time of publication of the Scheme
Document. The Scheme will be governed by the laws of England and Wales and
will be subject to the jurisdiction of the Court.

18.          Cancellation of admission and re-registration

Prior to the Scheme becoming Effective, it is intended that LTG will make an
application to the London Stock Exchange for the cancellation of the admission
to trading of LTG Shares on AIM with effect on or shortly after the Effective
Date.

It is expected that the last day of dealings in LTG Shares on AIM will be the
Business Day immediately prior to the Effective Date and no transfers will be
registered after 6.00 p.m. (London time) on that date.

On the Effective Date, share certificates in respect of LTG Shares will cease
to be valid and entitlements to LTG Shares held within the CREST system will
be cancelled.

It is also intended that LTG will be re-registered as a private limited
company as soon as practicable on or following the Effective Date.

19.          Documents

Copies of the following documents will be available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, Bidco's
and LTG's websites at https://announcements-ga.com/
(https://announcements-ga.com/) and https://ltgplc.com/offer-microsite/
(https://ltgplc.com/offer-microsite/) , respectively, by no later than 12.00
p.m. (London time) on the Business Day following this Announcement until the
end of the Offer Period:

·          this Announcement;

·          the Confidentiality Agreement;

·          the Co-operation Agreement;

·          the irrevocable undertakings referred to in paragraph 6
and summarised in Appendix III;

·          the documents entered into for the financing of the
Acquisition referred to in paragraph 10;

·          the Topco Shareholders' Agreement;

·          the Topco Articles;

·          the summary of the rollover equity terms; and

·          the consent letters from each of Goldman Sachs, Deutsche
Numis, PJT Partners and HSBC.

20.          General

Bidco reserves the right to elect (subject to the consent of the Panel, where
necessary, and the terms of the Co-operation Agreement) to implement the
Acquisition by way of an Offer as an alternative to the Scheme. In such event,
the Offer will be implemented on substantially the same terms and conditions,
so far as is applicable, as those which would apply to the Scheme, subject to
appropriate amendments (including replacing Conditions 2(a), 2(b) and 2(c) set
out in Part A of Appendix I) and an acceptance condition set at 75 per cent.
(or such lesser percentage as Bidco may decide in accordance with the terms of
the Co-operation Agreement or as required by the Panel, being in any case more
than 50 per cent.) of LTG Shares to which the Offer relates.

If the Acquisition is implemented by way of an Offer, and such Offer becomes
or is declared unconditional and sufficient acceptances are received, Bidco
intends to: (i) make a request to the London Stock Exchange to cancel the
admission to trading of LTG Shares on AIM; and (ii) exercise its rights to
apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to
acquire compulsorily the remaining LTG Shares in respect of which the Offer
has not been accepted. Investors should be aware that Bidco may purchase LTG
Shares otherwise than under the Scheme or any Offer, including pursuant to
privately negotiated purchases.

The Acquisition will be on the terms and subject to the Conditions set out
herein and in Appendix I, and to the full terms and conditions set out in the
Scheme Document. The bases of calculations and sources for certain financial
information contained in this Announcement are set out in Appendix II. Details
of the irrevocable undertakings received by Bidco in relation to the
Acquisition are set out in Appendix III. Details of Topco, the Intermediate
Midcos, Bidco, the Rollover Securities, as well as the key terms of the Topco
Shareholders' Agreement and the Topco Articles are set out in Appendix IV.
Certain confirmations from the LTG Directors are set out in Appendix V.
Certain definitions and terms used in this Announcement are set out in
Appendix VI.

The Scheme Document, together with the associated Forms of Proxy and Form(s)
of Election, will be dispatched to LTG Shareholders as soon as practicable
and, in any event, within 28 days of this Announcement (or such later time as
LTG, Bidco and the Panel may agree). A copy of the KYC Form for completion of
the requisite "know your customer" checks in connection with the Rollover
Securities is
(file:///C%3A/Users/09477/AppData/Roaming/iManage/Work/Recent/011526-00967%20--%20General%20Atlantic-GA%20-%20Project%20Leopard/is)
expected to be made available at the time of publication of the Scheme
Document. A copy of the Scheme Document is also expected to be sent (for
information purposes only) to persons with information rights and participants
in the LTG Share Plans at the same time it is dispatched to LTG Shareholders.

Goldman Sachs, Deutsche Numis, HSBC and PJT Partners have each given and not
withdrawn their consent to the publication of this Announcement with the
inclusion herein of the references to their names in the form and context in
which they appear.

Enquiries:

 General Atlantic (Media)                                                     +(1) 212 715 4000
 Emily Japlon
 Sara Widmann

 PJT Partners (UK) Limited (Lead Financial Adviser to Bidco)                  +44 (0)20 3650 1100

 Kush Nanjee
 Hugo Baring
 Henry Lebus
 Michael Gilbert                                                              +(1) 212 364 7800
 Jitesh Jeswani

 HSBC Bank plc (Joint Financial Adviser to Bidco)                             +44 (0)20 7991 8888
 Anthony Parsons
 Christopher Fincken
 Gregory Scott
 Bhavin Dixit
 Alex Thomas

 Edelman Smithfield (Communications Adviser to Bidco)                         +44 7970 174 353
 Alex Simmons

 LTG                                                                          +44 (0)20 7832 3440

 Jonathan Satchell, Chief Executive
 Kath Kearney-Croft, Chief Financial Officer

 Goldman Sachs International (Lead Financial Adviser and Corporate Broker to
 LTG)

                                                                            +44 (0)20 7774 1000
 Nick Harper
 Khamran Ali
 Bertie Whitehead
 Adam Laikin
 Lorenzo Carlino

 Deutsche Numis (NOMAD, Joint Financial Adviser and Corporate Broker to LTG)  +44 (0)20 7260 1000
 Nick Westlake
 Ben Stoop
 Alec Pratt
 Tejas Padalkar
 Alexander Kladov

 FTI Consulting (Communications Adviser to LTG)                               +44 (0)20 3727 1000

                                                                              LTG@fticonsulting.com
 Jamie Ricketts
 Emma Hall
 Lucy Highland

The person responsible for arranging the release of this Announcement on
behalf of LTG is Claire Walsh, Company Secretary of LTG.

Paul, Weiss, Rifkind, Wharton & Garrison LLP is retained as legal adviser
to Bidco and General Atlantic.

DLA Piper UK LLP is retained as legal adviser to LTG.

Important Notices

HSBC Bank plc ("HSBC"), which is authorised by the PRA and regulated in the UK
by the FCA and the PRA, is acting exclusively as financial adviser to Bidco
and no one else in connection with the Acquisition and will not be responsible
to anyone other than Bidco for providing the protections afforded to clients
of HSBC nor for providing advice in connection with the Acquisition or any
matter referred to herein. Neither HSBC nor any of its subsidiaries, branches
or affiliates, nor any of its or their respective partners, directors,
employees, officers, agents or representatives owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of HSBC in connection with this Announcement, the Acquisition, any
statement contained herein or otherwise.

PJT Partners (UK) Limited ("PJT Partners"), which is authorised and regulated
in the UK by the FCA, is acting exclusively as financial adviser to Bidco and
no one else in connection with the Acquisition and will not be responsible to
anyone other than Bidco for providing the protections afforded to clients of
PJT Partners nor for providing advice in connection with the Acquisition or
any matter referred to herein. Neither PJT Partners nor any of its
subsidiaries, branches or affiliates, nor any of its or their respective
partners, directors, employees, officers, agents or representatives owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of PJT Partners in connection with this
Announcement, the Acquisition, any statement contained herein or otherwise.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA
and regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for LTG as financial adviser and no one else in connection with
the Acquisition and other matters set out in this Announcement and will not be
responsible to anyone other than LTG for providing the protections afforded to
clients of Goldman Sachs, nor for providing advice in connection with the
Acquisition, the content of this Announcement or any matter referred to
herein. Neither Goldman Sachs nor any of Goldman Sachs' subsidiaries,
affiliates or branches owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Goldman
Sachs in connection with this Announcement, any statement contained herein or
otherwise.

Numis Securities Limited (trading as "Deutsche Numis"), which is authorised
and regulated in the UK by the FCA, is acting exclusively as financial adviser
to LTG and no one else in connection with the Acquisition, will not regard any
other person as its client in relation to the matters in this Announcement and
will not be responsible to anyone other than LTG for providing the protections
afforded to clients of Deutsche Numis nor for providing advice in connection
with the Acquisition or any matter referred to herein. Neither Deutsche Numis
nor any of its affiliates (nor any of their respective directors, officers,
employees or agents), owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Deutsche Numis in
connection with the Acquisition or any statement contained herein or
otherwise. No representation or warranty, express or implied, is made by
Deutsche Numis as to the contents of this Announcement.

This Announcement is for information purposes only. It does not constitute,
and is not intended to constitute, or form part of, any offer, invitation or
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor
will there be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law. The Acquisition will be made solely
pursuant to the terms of the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the Offer Document), which will contain the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any vote or decision in respect of, or other
response to, the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is implemented by
way of an Offer, the Offer Document).

LTG will prepare the Scheme Document to be distributed to LTG Shareholders.
LTG and Bidco urge LTG Shareholders to read the Scheme Document when it
becomes available because it will contain important information in relation to
the Acquisition.

This Announcement does not constitute a prospectus or prospectus exemption
document.

This Announcement has been prepared for the purpose of complying with the laws
of England and Wales and the Code and the 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 and
Wales.

Overseas Shareholders

The release, publication or distribution of this Announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law.
Persons who are not resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any applicable
requirements.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly, copies
of this Announcement and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.

The availability of the Acquisition to LTG Shareholders who are not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable legal
and regulatory requirements.

The Rollover Securities are not being offered, sold, resold, taken up,
transferred or delivered, directly or indirectly, in, into or from any
Restricted Jurisdiction or to, or for the account or benefit of, any Overseas
Shareholders who are resident in, or are nationals or citizens of, any
Restricted Jurisdiction (or who are nominees, custodians, trustees or
guardians for, citizens, residents or nationals of such Restricted
Jurisdictions), except pursuant to an applicable exemption from, or in a
transaction not subject to, applicable securities laws of those jurisdictions
and/or where all regulatory approvals (where applicable) have been validly
obtained. Any individual acceptances of an Alternative Offer will only be
valid if all regulatory approvals by an LTG Shareholder to acquire the
relevant Rollover Securities have been obtained.

LTG Shareholders should be aware that the transaction contemplated herein may
have tax consequences and that such consequences, if any, are not described
herein. LTG Shareholders are urged to consult with appropriate legal, tax and
financial advisers in connection with the consequences of the Acquisition
(including any election for an Alternative Offer) on them. It is intended that
the Bidco Rollover Securities, Midco 3 Rollover Securities, Midco 2 Rollover
Securities and Midco 1 Rollover Securities constitute non-qualifying corporate
bonds for holders of such securities who are UK tax resident individuals.

The Acquisition will be subject to the laws of England and Wales, the
jurisdiction of the Court, and the applicable requirements of the Code, the
Panel, the AIM Rules, the London Stock Exchange and the FCA.

Additional information for U.S. investors

The Acquisition relates to shares of a UK company and is proposed to be
implemented by means of a scheme of arrangement under the laws of England and
Wales. A transaction implemented by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules under the
U.S. Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural
requirements applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of United States tender offer and
proxy solicitation rules.

The receipt of consideration by a U.S. holder for the transfer of its LTG
Shares pursuant to the Scheme may have tax consequences in the United States.
Each LTG Shareholder is urged to consult their independent professional
adviser immediately regarding the tax consequences of the Acquisition
applicable to them, including under applicable United States state, federal
and local, as well as overseas and other tax laws.

Financial information relating to LTG included in this Announcement and the
Scheme Document has been or shall have been prepared in accordance with
accounting standards applicable in the United Kingdom and may not be
comparable to financial information of U.S. companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.

Bidco and LTG are organised under the laws of England and Wales. Some or all
of the officers and directors of Bidco and LTG, respectively, are residents of
countries other than the United States. ln addition, most of the assets of LTG
are located outside the United States. As a result, it may be difficult for
U.S. shareholders of LTG to effect service of process within the United States
upon Bidco or LTG or their respective officers or directors or to enforce
against them a judgment of a U.S. court predicated upon the federal or state
securities laws of the United States.

The Rollover Securities have not been, and will not be, registered under the
U.S. Securities Act, or applicable state securities laws. Accordingly, the
Rollover Securities may not be offered, sold, resold, taken up, transferred or
delivered, directly or indirectly, in the United States absent registration or
an available exemption or a transaction not subject to the registration
requirements of the U.S. Securities Act. Accordingly, the Rollover Securities
will not be issued to LTG Shareholders unless Bidco determines that they may
be issued pursuant to an exemption from, or in a transaction that is not
subject to, the registration requirements of the U.S. Securities Act as
provided by Section 3(a)(10) of the U.S. Securities Act or another available
exemption.

The Rollover Securities are expected to be issued in reliance on the exemption
from the registration requirements of the U.S. Securities Act set forth in
Section 3(a)(10) thereof on the basis of the approval of the Court, and
similar exemptions from registration under applicable state securities laws.
Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any
securities issued in exchange for one or more bona fide outstanding securities
from the general requirement of registration under the U.S. Securities Act,
where the terms and conditions of the issuance and exchange of such securities
have been approved by a court of competent jurisdiction that is expressly
authorised by law to grant such approval, after a hearing upon the substantive
and procedural fairness of the terms and conditions of such issuance and
exchange at which all persons to whom it is proposed to issue the securities
have the right to appear and receive timely and adequate notice thereof. The
Court is authorised to conduct a hearing at which the substantive and
procedural fairness of the terms and conditions of the Scheme will be
considered. For the purposes of qualifying for the exemption provided by
Section 3(a)(10) of the U.S. Securities Act, LTG will advise the Court before
the hearing that the Court's approval of the Scheme will constitute the basis
for an exemption from the registration requirements of the U.S. Securities
Act, pursuant to Section 3(a)(10).

THE SCHEME AND THE ROLLOVER SECURITIES TO BE ISSUED IN CONNECTION THEREWITH
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER SECURITIES
REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES PASSED UPON
THE FAIRNESS OR THE MERITS OF THIS TRANSACTION OR UPON THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by LTG, Bidco, any member of the Wider Learning
Technologies Group, any member of the Wider Bidco Group or General Atlantic,
contain statements which are, or may be deemed to be, "forward-looking
statements". Such forward-looking statements are prospective in nature and are
not based on historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the environment in
which Bidco and LTG shall operate in the future and are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied by those statements.

The forward-looking statements contained in this Announcement relate to Bidco
and LTG's future prospects, developments and business strategies, the expected
timing and scope of the Acquisition and other statements other than historical
facts. In some cases, these forward-looking statements can be identified by
the use of forward-looking terminology, including the terms "believes",
"estimates", "will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to", "budget",
"scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving",
"projects", "intends", "may", "will", "shall" or "should" or their negatives
or other variations or comparable terminology. Forward-looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Bidco's,
LTG's, any member of the Bidco Group's or any member of the Group's operations
and potential synergies resulting from the Acquisition; and (iii) the effects
of global economic conditions and governmental regulation on Bidco's, LTG's,
any member of the Bidco Group's or any member of the Group's business.

Although Bidco and LTG believe that the expectations reflected in such
forward-looking statements are reasonable, neither Bidco nor LTG (nor any of
their respective associates or directors, officers or advisers) can give any
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: (i) the ability to complete the
Acquisition; (ii) the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
schedule; (iii) changes in the global, political, economic, business and
competitive environments and in market and regulatory forces; (iv) changes in
future exchange and interest rates; (v) changes in tax rates; (vi) future
business combinations or disposals; (vii) changes in general economic and
business conditions; (viii) changes in the behaviour of other market
participants; (ix) changes in the anticipated benefits from the proposed
transaction not being realised as a result of changes in general economic and
market conditions in the countries in which Bidco and LTG operate; (x) weak,
volatile or illiquid capital and/or credit markets; (xi) changes in the degree
of competition in the geographic and business areas in which Bidco and LTG
operate; (xii) changes in laws or in supervisory expectations or requirements;
and (xiii) any epidemic or pandemic or disease outbreak or global health
crisis. Other unknown or unpredictable factors could cause actual results to
differ materially from those expected, estimated or projected in the
forward-looking statements. If any one or more of these risks or uncertainties
materialises or if any one or more of the assumptions proves incorrect, actual
results may differ materially from those expected, estimated or projected.
Such forward-looking statements should therefore be construed in the light of
such factors.

Neither LTG nor Bidco, nor any of their respective associates, directors,
officers or advisers, 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. Given these risks and
uncertainties, potential investors should not place any reliance on
forward-looking statements.

Specifically, statements of estimated cost savings and synergies relate to
future actions and circumstances which, by their nature involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the Group, there may be additional changes to
the Group's operations. As a result, and given the fact that the changes
relate to the future, the resulting cost synergies may be materially greater
or less than those estimated.

The forward-looking statements speak only at the date of this Announcement.
All subsequent oral or written forward-looking statements attributable to
Bidco, LTG, any member of the Bidco Group or the Group, or any of their
respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above.

LTG and Bidco (and their respective associates, directors, officers or
advisers) expressly disclaim any intention or obligation to update or revise
any forward-looking statements, other than as required by law or by the rules
of any competent regulatory authority, whether as a result of new information,
future events or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of a target company or of any
securities exchange bidder (being any bidder other than a bidder in respect of
which it has been announced that its offer is, or is likely to be, solely in
cash) must make an Opening Position Disclosure following the commencement of
the offer period and, if later, following the announcement in which any
securities exchange bidder is first identified. An Opening Position Disclosure
must contain details of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of: (i) the target
company; and (ii) any securities exchange bidder(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by no later
than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in
which any securities exchange bidder is first identified. Relevant persons who
deal in the relevant securities of the target company or of a securities
exchange bidder prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the target company or
of any securities exchange bidder must make a Dealing Disclosure if the person
deals in any relevant securities of the target company or of any securities
exchange bidder. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of: (i) the target company; and
(ii) any securities exchange bidder(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of a target company or a securities exchange bidder, they shall be
deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the target company and by
any bidder and Dealing Disclosures must also be made by the target company, by
any bidder and by any persons acting in concert with any of them (see Rules
8.1, 8.2 and 8.4).

Details of the target and bidder companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
http://www.thetakeoverpanel.org.uk/ (http://www.thetakeoverpanel.org.uk/) ,
including details of the number of relevant securities in issue, when the
offer period commenced and when any bidder was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.

No profit forecasts, estimates or quantified benefits statement

Save for the LTG Statement set out in paragraph 9 and Appendix V, no statement
in this Announcement is intended as a profit forecast, profit estimate or
quantified benefits statement for any period and no statement in this
Announcement should be interpreted to mean that earnings or earnings per share
for Bidco or LTG, as appropriate, for the current or future financial years
would necessarily match or exceed the historical published earnings or
earnings per share for Bidco or LTG, as appropriate.

Publication on website and availability of hard copies

A copy of this Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Bidco's and LTG's websites at https://announcements-ga.com/
(https://announcements-ga.com/) and https://ltgplc.com/offer-microsite/
(https://ltgplc.com/offer-microsite/) , respectively, by no later than 12 noon
(London time) on 5 December 2024. For the avoidance of doubt, the contents of
these websites or any other website accessible from hyperlinks are not
incorporated into and do not form part of this Announcement.

You may request a hard copy of this Announcement by contacting Computershare
Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ or
by telephone on +44 (0)370 702 0000. You may also request that all future
documents, announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by LTG Shareholders, persons with information rights and
other relevant persons for the receipt of communications from LTG may be
provided to Bidco during the Offer Period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

General

Bidco reserves the right to elect (subject to the consent of the Panel, where
necessary, and the terms of the Co-operation Agreement) to implement the
Acquisition by way of an Offer as an alternative to the Scheme. In such event,
the Offer will be implemented on substantially the same terms and conditions,
so far as is applicable, as those which would apply to the Scheme (subject to
appropriate amendments to reflect the change in method of implementation and
the terms of the Co-operation Agreement).

If the Acquisition is implemented by way of an Offer, and such an Offer
becomes or is declared unconditional and sufficient acceptances are received,
Bidco intends to: (i) make a request to the London Stock Exchange to cancel
the admission to trading of LTG Shares on AIM; and (ii) exercise its rights to
apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to
acquire compulsorily the remaining LTG Shares in respect of which the Offer
has not been accepted.

Investors should be aware that Bidco may purchase LTG Shares otherwise than
under any Offer or the Scheme, including pursuant to privately negotiated
purchases.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.

Inside information

The information in this Announcement is deemed by LTG to constitute inside
information as stipulated under the Market Abuse Regulation (EU) No. 596/2014
(as it forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018). On the publication of this Announcement via a Regulatory
Information Service, this inside information is now considered to be in the
public domain.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, as at the date of this Announcement,
LTG confirms that it has 792,346,573 ordinary shares of £0.00375 each in
issue (including 179,340 ordinary shares held through its employee benefit
trust) and admitted to trading on AIM, a market operated by the London Stock
Exchange. There are no shares held in treasury. The International Securities
Identification Number (ISIN) for the ordinary shares is GB00B4T7HX10.

 

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE ACQUISITION

PART A: CONDITIONS TO THE SCHEME AND THE ACQUISITION

Long-Stop Date

1.             The Acquisition is conditional upon the Scheme
becoming unconditional and effective, subject to the Code, by no later than
11.59 p.m. (London time) on the Long-Stop Date or such later date (if any) as
Bidco and LTG may agree and, if required, with the consent of the Panel.

Scheme approval condition

2.             The Scheme will be conditional upon:

(a)

(i)            its approval by a majority in number of the LTG
Shareholders who are present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting (and at any separate class meeting
which may be required by the Court (or any adjournment thereof), if
applicable), and who represent not less than 75 per cent. in value of the LTG
Shares voted by those LTG Shareholders; and

(ii)           the Court Meeting (and at any separate class meeting
which may be required by the Court (or any adjournment thereof), if
applicable) being held on or before the 22nd day after the expected date of
the Court Meeting to be set out in the Scheme Document in due course (or such
later date as Bidco and LTG may agree, or, in a competitive situation, as may
be specified by Bidco with the consent of the Panel and, in each case, if
required, the Court may allow);

(b)

(i)            the Resolution being duly passed by LTG Shareholders
representing 75 per cent. or more of votes cast at the General Meeting; and

(ii)           the General Meeting (and at any separate class
meeting which may be required (or any adjournment thereof), if applicable)
being held on or before the 22nd day after the expected date of the General
Meeting to be set out in the Scheme Document in due course (or such later date
as Bidco and LTG may agree, or, in a competitive situation, as may be
specified by Bidco with the consent of the Panel and, in each case, if
required, the Court may allow);

(c)

(i)            the sanction of the Scheme by the Court (with or
without modification, but subject to any such modification being on terms
acceptable to Bidco and LTG) and the delivery of a copy of the Court Order to
the Registrar of Companies; and

(ii)           the Sanction Hearing being held on or before the 22nd
day after the expected date of the Sanction Hearing to be set out in the
Scheme Document in due course (or such later date as Bidco and LTG may agree,
or, in a competitive situation, as may be specified by Bidco with the consent
of the Panel and, in each case, if required, the Court may allow).

General conditions

3.             In addition, subject to Part B of Appendix I and
the requirements of the Panel, Bidco and LTG have agreed that the Acquisition
will be conditional upon the following Conditions and, accordingly, the Court
Order will not be delivered to the Registrar of Companies unless such
Conditions (as amended, if appropriate) have been satisfied or (where
applicable) waived:

Official authorisations, regulatory clearances and Third Party clearances

Competition and Markets Authority

(a)           either:

(i)            the Competition and Markets Authority (the "CMA")
having indicated in response to a briefing paper that it has no further
questions at that stage in relation to the Acquisition and that at the date on
which all other Conditions are satisfied or waived, in relation to the
Acquisition, the CMA has not:

(A)          requested submission of a merger notice pursuant to
section 96 of the Enterprise Act 2002 (the "EA");

(B)          indicated to either party that it is commencing an
investigation to decide whether to make a reference under section 33 of the EA
(a "Phase 1 CMA Investigation");

(C)          indicated that the statutory review period stipulated in
section 34ZA of the EA for a Phase 1 CMA Investigation has begun; or

(D)          requested documents, information or attendance by
witnesses (including under section 109 of the EA) which indicate that it
intends to commence a Phase 1 CMA Investigation; or

(ii)           where the CMA has commenced an investigation
following the submission of a merger notice, the CMA:

(A)          in accordance with section 33(1) of the EA, announcing
that it has decided not to refer the Merger to the chair of the CMA for the
constitution of a group under Schedule 4 to the Enterprise and Regulatory
Reform Act 2013 (a "Phase 2 CMA Reference"); or

(B)          in accordance with section 73(2) of the EA, formally
accepting undertakings in lieu of a Phase 2 CMA Reference offered by Bidco, or
a modified version of them;

UK National Security and Investment

(b)           the requisite notification under the National Security
and Investment Act 2021 (the "NSI Act") having been made and, if accepted, the
Secretary of State confirming that no further action will be taken under the
NSI Act in relation to the Acquisition or making a final order under the NSI
Act in respect of the Acquisition, the provisions of which allow the
Acquisition to proceed on terms satisfactory to Bidco;

Germany

(c)           the German Federal Cartel Office (Bundeskartellamt)
deciding that the prohibition criteria in the German Act against Restraints of
Competition 1957, as amended (Gesetz gegen Wettbewerbsbeschrankungen 1957,
"GWB") are not satisfied, or the German Federal Cartel Office being deemed to
have made such a decision in accordance with the GWB, in relation to the
Acquisition;

U.S. HSR

(d)           all filings having been made and all or any
appropriate waiting periods (including any extension thereof and any timing
agreement entered into with a Relevant Authority to delay or not to consummate
the transactions entered in connection therewith) under the United States
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the regulations
thereunder having expired, lapsed or been terminated as appropriate in each
case in respect of the Acquisition and the proposed acquisition of any LTG
Shares or control of LTG by Bidco or any member of the Bidco Group; and

Other

(e)

(i)            if and to the extent that any or all of Conditions
3(a) to (d) inclusive are waived or are not invoked by Bidco, all
authorisations, orders, grants, recognitions, determinations, confirmations,
consents, licences, clearances, permissions, exemptions and approvals from the
authorities referred to in Conditions 3(a) to (d) (inclusive) (for the
purposes of this Condition 3(e) each a "Clearance" as defined in Appendix VI)
including, without limitation, any Clearance in connection with any Phase 2
CMA Reference and/or any "phase 2" or similar "in depth" review by any of the
authorities referred to in Conditions 3(a) to (d) (inclusive) having been
obtained; or

(ii)           any other Clearance deemed necessary or appropriate
by Bidco or any member of the Wider Bidco Group for or in respect of the
Acquisition (including, without limitation, its implementation and financing
or the proposed direct or indirect acquisition of any shares or other
securities in, or control of, LTG or any member of the Wider Learning
Technologies Group by any member of Wider Bidco Group) having been obtained,

in the case of each of Conditions 3(e)(i) and (ii) in terms and in a form and
subject to conditions that are satisfactory to Bidco and all such Clearances
remaining in full force and effect and all filings necessary for such purpose
having been made and there being no notice or intimation of any intention to
revoke or not to renew any of the same at the time at which the Acquisition
becomes Effective.

Notifications, waiting periods and Authorisations

(f)            other than in relation to the matters referred to in
Conditions 3(a) to (e) (inclusive), the waiver (or non-exercise within any
applicable time limits) by any Third Party of any termination right, right of
pre-emption, first refusal or similar right arising as a result of or in
connection with the Acquisition including, without limitation, its
implementation and financing or the proposed direct or indirect acquisition of
any shares or other securities in, or control or management of, LTG by Bidco
or any member of the Wider Bidco Group;

(g)           other than in relation to the matters referred to in
Conditions 3(a) to (e) (inclusive), all notifications, filings or applications
which are necessary or reasonably considered appropriate or desirable by Bidco
to be required in any jurisdiction having been made in connection with the
Acquisition and all necessary waiting periods (including any extensions
thereof) under any applicable legislation or regulation of any jurisdiction
having expired, lapsed or been terminated (as appropriate) and all statutory
and regulatory obligations in any jurisdiction having been complied with in
each case in respect of the Acquisition and all Authorisations deemed
necessary or appropriate by Bidco or any member of the Wider Bidco Group in
any jurisdiction for or in respect of the Acquisition (including, without
limitation, its implementation or financing) or, except pursuant to Chapter 3
of Part 28 of the Companies Act, the proposed direct or indirect acquisition
of any shares or other securities in, or control or management of, LTG or any
other member of the Wider Learning Technologies Group by any member of the
Wider Bidco Group having been obtained in terms and in a form satisfactory to
Bidco from all appropriate Third Parties or (without prejudice to the
generality of the foregoing) from any person or bodies with whom any member of
the Wider Learning Technologies Group has entered into contractual
arrangements and all such Authorisations necessary, appropriate or desirable
to carry on the business of any member of the Wider Learning Technologies
Group in any jurisdiction having been obtained and all such Authorisations for
or in respect of the Acquisition (including, without limitation, its
implementation or financing) remaining in full force and effect at the time
the Acquisition becomes Effective and all filings necessary for such purpose
have been made and there being no notice or intimation of an intention to
revoke, suspend, restrict, modify or not to renew such Authorisations at the
time at which the Acquisition becomes Effective and all necessary statutory or
regulatory obligations in any jurisdiction having been complied with;

General antitrust and regulatory

(h)           other than in relation to the matters referred to in
Conditions 3(a) to 3(e) (inclusive), no Third Party having given notice of a
decision to take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference (and in each case, not having
withdrawn the same), or having required any action to be taken or otherwise
having done anything, or having enacted, made or proposed any statute,
regulation, decision, order or change to published practice (and in each case,
not having withdrawn the same) or having taken any other step, and there not
continuing to be outstanding any statute, regulation, decision or order, which
in each case would or might be expected to:

(i)            require, prevent or delay the divestiture or alter
the terms envisaged for any proposed divestiture by any member of the Wider
Bidco Group or by any member of the Wider Learning Technologies Group of all
or any portion of their respective businesses, assets or property or impose
any limitation on the ability of all or any of them to conduct their
respective businesses (or any part thereof) or to own, control or manage any
of their respective assets or properties (or any part thereof);

(ii)           require, prevent or delay the divestiture by any
member of the Wider Bidco Group of any shares or other securities (or the
equivalent) in LTG;

(iii)          impose any limitation on, or result in a delay in, the
ability of any member of the Wider Bidco Group directly or indirectly to
acquire, hold or to exercise effectively all or any rights of ownership in
respect of shares or loans or securities convertible into shares or any other
securities (or the equivalent) in any member of the Wider Learning
Technologies Group or the Wider Bidco Group or on the ability of any member of
the Wider Learning Technologies Group or the Wider Bidco Group to directly or
indirectly hold or exercise effectively all or any rights of ownership in
respect of shares or loans or securities convertible into shares or any other
securities (or the equivalent) in, or to exercise voting or management control
over, any member of the Wider Learning Technologies Group or Wider Bidco
Group;

(iv)          otherwise adversely affect any or all of the business,
assets, profits or prospects of any member of the Wider Bidco Group or of any
member of the Wider Learning Technologies Group;

(v)           make the Acquisition, its implementation or the
acquisition or proposed acquisition of any shares or other securities in, or
control or management of, LTG by any member of the Wider Bidco Group void,
illegal and/or unenforceable under the laws of any jurisdiction, or otherwise,
directly or indirectly prevent or restrain, restrict, prohibit, delay or
otherwise interfere with the same, or impose additional conditions or
obligations with respect to, or otherwise challenge, impede, interfere or
require amendment of the Acquisition or the acquisition or proposed
acquisition of any shares or other securities in, or control or management of,
any member of the Wider Learning Technologies Group or the Wider Bidco Group;

(vi)          require any member of the Wider Bidco Group or the
Wider Learning Technologies Group to acquire or offer to acquire any shares,
other securities (or the equivalent) or interest in any member of the Wider
Learning Technologies Group or the Wider Bidco Group or any asset owned by any
Third Party (other than in the implementation of the Acquisition);

(vii)         impose any limitation on the ability of any member of
the Wider Bidco Group or any member of the Wider Learning Technologies Group
to conduct, integrate or co-ordinate all or any part of its business with all
or any part of the business of any other member of the Wider Bidco Group
and/or the Wider Learning Technologies Group; or

(viii)        result in any member of the Wider Learning Technologies
Group ceasing to be able to carry on business under any name under which it
presently carries on business,

and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or
reference or any other step under the laws of any jurisdiction in respect of
the Acquisition or the acquisition or proposed acquisition of any LTG Shares
or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(i)            except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other instrument
to which any member of the Wider Learning Technologies Group is a party or by
or to which any such member or any of its assets is or may be bound, entitled
or subject, or any event or circumstance which, as a consequence of the
Acquisition or the acquisition (or the proposed acquisition) by any member of
the Wider Bidco Group of any shares or other securities (or the equivalent) in
LTG or because of a change in the control or management of any member of the
Wider Learning Technologies Group or otherwise, could or might be expected to
result in any of the following, in each case to an extent which is material in
the context of the Wider Bidco Group taken as a whole:

(i)            any monies borrowed by, or any other indebtedness or
liabilities (actual or contingent) of, or any grant available to, any member
of the Wider Learning Technologies Group, being or becoming repayable, or
capable of being declared repayable, immediately or prior to its or their
stated maturity date or repayment date, or the ability of any such member to
borrow monies or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;

(ii)           any such arrangement, agreement, lease, licence,
franchise, permit or other instrument or the rights, liabilities, obligations
or interests of any member of the Wider Learning Technologies Group thereunder
being terminated, or adversely modified or affected, or any obligation or
liability arising, or any action being taken or arising thereunder;

(iii)          any assets or interests of any member of the Wider
Learning Technologies Group being or failing to be disposed of or charged or
ceasing to be available to any such member or any right arising under which
any such asset or interest could be required to be disposed of or charged or
could cease to be available to any member of the Wider Learning Technologies
Group otherwise than in the ordinary course of business;

(iv)          the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business, property,
or assets or interests of any member of the Wider Learning Technologies Group
or any such mortgage, charge or other security interest (whenever created,
arising or having arisen) becoming enforceable;

(v)           the rights, liabilities, obligations, interests or
business of any member of the Wider Learning Technologies Group under any such
arrangement, agreement, licence, permit, lease or instrument or the interests
or business of any member of the Wider Learning Technologies Group in or with
any other person or body or firm or company (or any arrangement or agreement
relating to any such interests or business) being or becoming capable of being
terminated, or adversely modified or affected, or any obligation or liability
arising, or any action being taken or arising thereunder;

(vi)          any liability of any member of the Wider Learning
Technologies Group to make any severance, termination, bonus or other payment
to any of its directors or other officers;

(vii)         the value of, or the financial or trading position or
prospects of, any member of the Wider Learning Technologies Group being
prejudiced or adversely affected;

(viii)        any member of the Wider Learning Technologies Group
ceasing to be able to carry on business under any name under which it
presently carries on business; or

(ix)          the creation or acceleration of any liability, actual
or contingent, by any member of the Wider Learning Technologies Group
(including any material tax liability or any obligation to obtain or acquire
any material Authorisation from any Third Party or any person) other than
trade creditors or other liabilities incurred in the ordinary course of
business or in connection with the Acquisition,

and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Wider Learning Technologies Group is a party or by or to which
any such member or any of its assets are or may be bound, entitled or subject,
would or might reasonably be expected to result in any of the events or
circumstances as are referred to in Conditions 3(i)(i) to (ix);

Certain events occurring since 31 December 2023

(j)            except as Disclosed, no member of the Wider Learning
Technologies Group having since 31 December 2023:

(i)            save as between LTG and wholly-owned subsidiaries of
LTG or between the wholly-owned subsidiaries of LTG and save for the issue or
transfer out of treasury of LTG Shares under or pursuant to the exercise of
options or vesting of awards granted under the LTG Share Plans, issued or
agreed to issue, authorised or proposed, or announced its intention to
authorise or propose the issue of additional shares of any class, or
securities or securities convertible into, or exchangeable for, shares of any
class or rights, warrants or options to subscribe for or acquire, any such
shares, securities or convertible securities or transferred or sold or agreed
to transfer or sell or authorised or proposed the transfer or sale of LTG
Shares out of treasury;

(ii)           recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other distribution or
return of capital or value (whether payable in cash or otherwise) other than
dividends (or other distributions whether payable in cash or otherwise)
lawfully paid or made by any wholly-owned subsidiary of LTG to LTG or any of
its wholly-owned subsidiaries;

(iii)          other than pursuant to the Acquisition (and save for
Acquisitions between LTG and its wholly-owned subsidiaries or between the
wholly-owned subsidiaries of LTG and Acquisitions in the ordinary course of
business), implemented, effected, authorised or proposed or announced its
intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings or other transaction or arrangement otherwise than
in the ordinary course of business;

(iv)          made, authorised, proposed or announced an intention to
propose any change in its loan capital;

(v)           merged or demerged with any body corporate or acquired
or disposed of, or transferred, mortgaged or charged or created any security
interest over any assets or any right, title or interest in any asset
(including shares and trade investments) or authorised, proposed or announced
any intention to do so;

(vi)          issued, authorised or proposed or announced an
intention to authorise or propose the issue of, or made any change in or to
the terms of, any debentures or become subject to any contingent liability or
incurred or increased any indebtedness or become subject to any contingent
liability;

(vii)         entered into any licence or other disposal of, or any
encumbrance over, intellectual property of any member of the Wider Learning
Technologies Group;

(viii)        entered into or varied or authorised, proposed or
announced its intention to enter into or vary any contract, arrangement,
agreement, transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long-term, unusual or onerous nature
or magnitude or which is or which involves or could involve an obligation of
such a nature or magnitude;

(ix)          entered into or varied or authorised, proposed or
announced its intention to enter into or vary the terms of, or made any offer
(which remains open for acceptance) to enter into or vary the terms of any
contract, service agreement, commitment or arrangement with any director or
senior executive of any member of the Wider Learning Technologies Group;

(x)           proposed, agreed to provide or modified the terms of
any of the LTG Share Plans or any other benefit relating to the employment or
termination of employment of any employee of the Wider Learning Technologies
Group;

(xi)          purchased, redeemed or repaid or announced any proposal
to purchase, redeem or repay any of its own shares or other securities or
reduced or, save for in respect of the matters mentioned in Condition (j)(i),
made any other change to any part of its share capital;

(xii)         waived, compromised or settled any claim;

(xiii)        terminated or varied the terms of any agreement or
arrangement between any member of the Wider Learning Technologies Group and
any other person;

(xiv)        made any alteration to its memorandum or articles of
association or other incorporation documents;

(xv)         made or agreed or consented to any change to:

(a)           the terms of the trust deeds and rules constituting
the pension scheme(s) established by any member of the Wider Learning
Technologies Group for its directors, employees or their dependants;

(b)           the contributions payable to any such scheme(s) or to
the benefits which accrue, or to the pensions which are payable, thereunder;

(c)           the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or

(d)           the basis upon which the liabilities (including
pensions) of such pension schemes are funded, valued, made, agreed or
consented to;

(xvi)        been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its creditors with
a view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business;

(xvii)       taken or proposed any steps, corporate action or had any
legal proceedings instituted or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its winding-up
(voluntary or otherwise), dissolution, reorganisation or for the appointment
of a receiver, administrator, manager, administrative receiver, trustee or
similar officer of all or any of its assets or revenues or any analogous or
equivalent steps or proceedings in any jurisdiction or appointed any analogous
person in any jurisdiction or had any such person appointed;

(xviii)      entered into, implemented or authorised the entry into, any
contract, transaction or arrangement which would be restrictive on the
business of any member of the Wider Learning Technologies Group or the Wider
Bidco Group or any joint venture, asset or profit sharing arrangement,
partnership or merger of business or corporate entities;

(xix)        taken, or agreed or proposed to take, any action which
requires or would require, the consent of the Panel or the approval of LTG
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Code; or

(xx)         entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to propose to,
effect any of the transactions, matters or events referred to in this
Condition 3(j);

No adverse change, litigation, regulatory enquiry or similar

(k)           since 31 December 2023, and except as Disclosed, there
having been:

(i)            no adverse change or deterioration having occurred,
and no circumstance having arisen which would or might be expected to result
in any such adverse change or deterioration, in the business, assets,
financial or trading position or profits or prospects or operational
performance of any member of the Wider Learning Technologies Group;

(ii)           no litigation, arbitration proceedings, prosecution
or other legal or regulatory proceedings to which any member of the Wider
Learning Technologies Group is or may become a party (whether as claimant,
defendant or otherwise) and no enquiry, review or investigation by, or
complaint or reference to, any Third Party or other investigative body against
or in respect of any member of the Wider Learning Technologies Group having
been announced, instituted, implemented or threatened by or against or
remaining outstanding by, against or in respect of, any member of the Wider
Learning Technologies Group;

(iii)          no contingent or other liability of the Wider Learning
Technologies Group having arisen, increased or become apparent to Bidco;

(iv)          no enquiry, review or investigation by, or complaint or
reference to, any Third Party having been announced, instituted, implemented
or threatened by or remaining outstanding against or in respect of any member
of the Wider Learning Technologies Group;

(v)           no steps having been taken and no omissions having
been made which are likely to result in the withdrawal, cancellation,
termination or modification of any licence or permit held by any member of the
Wider Learning Technologies Group which is necessary for the proper carrying
on of its business; and

(vi)          no member of the Wider Learning Technologies Group
having conducted its business in breach of any applicable laws and
regulations,

in each case to an extent which is material in the context of the Wider Bidco
Group taken as a whole;

No discovery of certain matters regarding information, liabilities and
environmental issues

(l)            except as Disclosed, Bidco not having discovered:

(i)            that any financial, business or other information
concerning the Wider Learning Technologies Group is misleading, contains a
misrepresentation of any fact, or omits to state a fact necessary to make that
information not misleading and which was not subsequently corrected prior to
the date of this Announcement by disclosure either publicly or otherwise to
Bidco or its professional advisers;

(ii)           that any member of the Wider Learning Technologies
Group or any partnership, company or other entity in which any member of the
Wider Learning Technologies Group has a significant economic interest and
which is not a subsidiary undertaking of LTG is subject to any liability,
contingent or otherwise;

(iii)          any information which affects the import of any
information disclosed at any time by or on behalf of any member of the Wider
Learning Technologies Group;

(iv)          that any past or present member of the Wider Learning
Technologies Group has not complied with any and/or all applicable
legislation, regulations or other requirements of any jurisdiction or any
Authorisations relating to the use, treatment, handling, storage, carriage,
disposal, discharge, spillage, release, leak or emission of any waste or
hazardous substance or any substance likely to impair the environment
(including property) or harm human or animal health or otherwise relating to
environmental matters or the health and safety of humans, which non-compliance
would be likely to give rise to any liability including any penalty for
non-compliance (whether actual or contingent) or cost on the part of any
member of the Wider Learning Technologies Group;

(v)           that there has been a disposal, discharge, spillage,
accumulation, release, leak, emission or the migration, production, supply,
treatment, storage, transport or use of any waste or hazardous substance or
any substance likely to impair the environment (including any property) or
harm to human or animal health which (whether or not giving rise to
non-compliance with any law or regulation or other requirements of any
jurisdiction or any Authorisations, and wherever the same may have taken
place), would be likely to give rise to any liability (whether actual or
contingent) on the part of any member of the Wider Learning Technologies
Group;

(vi)          that there is or is likely to be, for any reason
whatsoever, any obligation or liability (whether actual or contingent) or
requirement to make good, remediate, repair, reinstate or clean up any
property, asset or any controlled waters currently or previously owned,
occupied, operated or made use of or controlled by any past or present member
of the Wider Learning Technologies Group (or on its behalf), or by any person
for which a member of the Wider Learning Technologies Group is or has been
responsible, or in which any such member may have or previously have had or be
deemed to have had an interest, under any environmental legislation, common
law, regulation, notice, circular, Authorisation or order of any Third Party
in any jurisdiction or to contribute to the cost thereof or associated
therewith or indemnify any person in relation thereto;

(vii)         that circumstances exist (whether as a result of the
Acquisition or otherwise) which would be likely to lead to any Third Party
instituting (or whereby any member of the Wider Bidco Group or any present or
past member of the Wider Learning Technologies Group would be likely to be
required to institute), an environmental audit or take any steps which would
in any such case be likely to result in any actual or contingent liability to
improve, modify existing or install new plant, machinery or equipment or carry
out changes in the processes currently carried out or to make good, remediate,
repair, reinstate or clean up any property of any description or any asset
currently or previously owned, occupied or made use of by any past or present
member of the Wider Learning Technologies Group (or on its behalf) or by any
person for which a member of the Wider Learning Technologies Group is or has
been responsible, or in which any such member may have or previously have had
or be deemed to have had an interest; or

(viii)        circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any product or
process of manufacture or materials used therein currently or previously
manufactured, sold or carried out by any past or present member of the Wider
Learning Technologies Group which claim or claims would be likely, materially
and adversely, to affect any member of the Wider Learning Technologies Group,

in each case to an extent which is material in the context of the Wider Bidco
Group taken as a whole;

Intellectual property

(m)          since 31 December 2023, except as Disclosed, no
circumstance having arisen or event having occurred in relation to any
material intellectual property owned or used by any member of the Wider
Learning Technologies Group, which would result in:

(i)            any member of the Wider Learning Technologies Group
losing its title or right to any intellectual property used in its business;

(ii)           any intellectual property owned by any member of the
Wider Learning Technologies Group being abandoned, revoked, cancelled or
declared invalid;

(iii)          any claim being asserted in writing or threatened in
writing by any person challenging the ownership by any member of the Wider
Learning Technologies Group of, or the subsistence, registrability,
revocability, validity or effectiveness of, any intellectual property;

(iv)          any claim by or against any member of the Wider
Learning Technologies Group regarding infringement of intellectual property;
or

(v)           any agreement regarding the use of any intellectual
property licensed to or by any member of the Wider Learning Technologies Group
of the Wider Learning Technologies Group being terminated or varied;

Anti-corruption, sanctions and criminal property

(n)           except as Disclosed, Bidco not having discovered that:

(i)            any past or present member, director, officer or
employee of the Wider Learning Technologies Group is or has at any time
engaged in any activity, practice or conduct which would constitute an offence
under the Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or
any other applicable anti-corruption or anti-bribery law, rule or regulation
or any other applicable law, rule, or regulation concerning improper payments
or kickbacks; or

(ii)           any person that performs or has performed services
for or on behalf of the Wider Learning Technologies Group is or has at any
time engaged in any activity, practice or conduct in connection with the
performance of such services which would constitute an offence under the
Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption or anti-bribery law, rule or regulation or any
other applicable law, rule, or regulation concerning improper payments or
kickbacks;

(o)           any member of the Wider Learning Technologies Group is
ineligible to be awarded any contract or business under regulation 57 of the
Public Contracts Regulations 2015 (as amended from time to time);

(p)           any asset of any member of the Wider Learning
Technologies Group constitutes criminal property as defined by section 340(3)
of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition) or proceeds of crime under any other applicable law, rule, or
regulation concerning money laundering or proceeds of crime or any member of
the Wider Learning Technologies Group is found to have engaged in activities
constituting money laundering under any applicable law, rule, or regulation
concerning money laundering;

(q)           any past or present member, director, officer or
employee of the Wider Learning Technologies Group, or any other person for
whom any such person may be liable or responsible, is or has engaged in any
conduct which would violate applicable economic sanctions or dealt with, made
any investments in, made any funds or assets available to or received any
funds or assets from:

(i)            any government, entity or individual in respect of
which U.S., UK or European Union persons, or persons operating in those
territories, are prohibited from engaging in activities or doing business, or
from receiving or making available funds or economic resources, by U.S., UK or
European Union laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control, or HM
Treasury & Customs; or

(ii)           any government, entity or individual targeted by any
of the economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states, save that this shall
not apply if and to the extent that it is or would be unenforceable by reason
of breach of any applicable Blocking Law;

(r)            any past or present member, director, officer or
employee of the Wider Learning Technologies Group, or any other person for
whom any such person may be liable or responsible:

(i)            has engaged in conduct which would violate any
relevant anti-terrorism laws, rules, or regulations, including but not limited
to the U.S. Anti-Terrorism Act;

(ii)           has engaged in conduct which would violate any
relevant anti-boycott law, rule, or regulation or any applicable export
controls, including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;

(iii)          has engaged in conduct which would violate any
relevant laws, rules, or regulations concerning human rights, including but
not limited to any law, rule, or regulation concerning false imprisonment,
torture or other cruel and unusual punishment, or child labour; or

(iv)          is debarred or otherwise rendered ineligible to bid for
or to perform contracts for or with any government, governmental
instrumentality, or international organisation or found to have violated any
applicable law, rule, or regulation concerning government contracting or
public procurement; or

(s)            any member of the Wider Learning Technologies Group
is or has been engaged in any transaction which would cause Bidco to be in
breach of any law or regulation upon its acquisition of LTG, including but not
limited to the economic sanctions of the United States Office of Foreign
Assets Control, or HM Treasury & Customs, or any other relevant government
authority.

PART B: CERTAIN FURTHER TERMS OF THE ACQUISITION

1.             Subject to the requirements of the Panel, Bidco
reserves the right, in its sole discretion, to waive, in whole or in part, all
or any of the Conditions set out in Part A of Appendix I, except Conditions
2(a)(i), 2(b)(i), and 2(c)(i), which cannot be waived. The deadlines in any of
Conditions 2(a)(ii), 2(b)(ii) or 2(c)(ii) may be extended to such later date
as may be agreed in writing by Bidco and LTG (with the consent of the Panel
and the approval of the Court, in each case if required). If any of Conditions
1, 2(a)(ii), 2(b)(ii), and 2(c)(ii) are not satisfied by the relevant deadline
specified in the relevant Condition, Bidco shall make an announcement by 8.00
a.m. (London time) on the Business Day following such deadline confirming
whether it has invoked the relevant Condition, waived the relevant deadline,
or agreed with LTG to extend the relevant deadline.

2.             Bidco shall be under no obligation to waive (if
capable of waiver), to determine to be or remain satisfied or to treat as
fulfilled any of the Conditions in Part A of Appendix I that are capable of
waiver by a date earlier than the latest date for the fulfilment of the
relevant Condition, notwithstanding that the other Conditions to the
Acquisition may at such earlier date have been waived or fulfilled and that
there are at such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.

3.             If the Panel requires Bidco to make an offer for
LTG Shares under the provisions of Rule 9 of the Code, Bidco may make such
alterations to any of the above Conditions and terms of the Acquisition as are
necessary to comply with the provisions of that Rule.

4.             Any Condition that is subject to Rule 13.5(a) of
the Code may be waived by Bidco.

5.             Under Rule 13.5(a) of the Code and subject to
paragraph 6, Bidco may only invoke a Condition so as to cause the Acquisition
not to proceed, to lapse, or to be withdrawn with the consent of the Panel.
The Panel will normally only give its consent if the circumstances which give
rise to the right to invoke the Condition are of material significance to
Bidco in the context of the Acquisition. This shall be judged by reference to
the facts of each case at the time that the relevant circumstances arise.

6.             Condition 1 (subject to Rule 12 of the Code),
Conditions 2(a), 2(b), and 2(c) in Part A of Appendix I, and, if applicable,
any acceptance condition if the Acquisition is implemented by way of an Offer,
are not subject to Rule 13.5(a) of the Code.

7.             The LTG Shares will be acquired pursuant to the
Acquisition fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third party rights
and interests of any nature and together with all rights now or hereafter
attaching or accruing thereto, including, without limitation, voting rights
and the right to receive and retain in full all dividends, distributions
and/or other return of capital or value authorised, declared, made, paid or
becomes payable with a record date in respect of the LTG Shares on or after
the Effective Date.

8.             If, on or after the date of this Announcement and
before the Effective Date, any dividend, distribution and/or other return of
capital or value is authorised, declared, made, paid or becomes payable in
respect of the LTG Shares, Bidco reserves the right (without prejudice to any
right of Bidco to invoke Condition 3(j)(ii) of Part A of Appendix I with the
consent of the Panel) to reduce the consideration payable under the terms of
the Cash Offer (and, as the case may be, the number of Rollover Securities due
under the terms of the Alternative Offers, assuming that the value of the
Rollover Securities to be issued under the Alternative Offers for each LTG
Share is equal to the consideration payable under the Cash Offer) by an amount
up to the amount of such dividend, distribution and/or other return of capital
or value. In these circumstances, the relevant eligible LTG Shareholders will
be entitled to receive and retain such dividend, distribution and/or return of
capital or value that is authorised, declared, made, paid or becomes payable,
and any reference in this Announcement to the consideration payable under the
Cash Offer (or consideration due under the Alternative Offers) will be deemed
to be a reference to the consideration as so reduced.

If and to the extent any such dividend, distribution and/or other return of
capital or value has been authorised, declared or announced, but not made or
paid, or is not payable in respect of the LTG Shares before the Effective Date
and is or will be: (i) transferred pursuant to the Acquisition on a basis
which entitles Bidco to receive the dividend, distribution and/or other return
of capital or value and to retain it; or (ii) cancelled before payment, the
consideration payable under the Cash Offer (or consideration due under the
Alternative Offers) shall not be subject to change in accordance with this
paragraph 8.

Any exercise by Bidco of its rights referred to in this paragraph 8 shall be
the subject of an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the terms of the Scheme.

9.             Any fractional entitlements of each LTG Shareholder
who has validly elected for Rollover Securities under an Alternative Offer in
respect of their LTG Shares will be rounded down, in each case to the nearest
whole number of Rollover Ordinary Shares and B Preference Shares (as
applicable) per LTG Shareholder. Fractional entitlements to the Rollover
Securities will not be allotted or issued to such LTG Shareholder but will be
disregarded.

10.          Bidco reserves the right to elect to implement the
Acquisition by way of an Offer as an alternative to the Scheme (subject to the
consent of the Panel, where necessary, and the terms of the Co-operation
Agreement). In such event, the Offer will be implemented on substantially the
same terms and conditions, so far as applicable, as those which would apply to
the Scheme, subject to appropriate amendments, including (without limitation
and subject to the terms of the Co-operation Agreement) an acceptance
condition set at 75 per cent. (or such lesser percentage as Bidco may decide
in accordance with the terms of the Co-operation Agreement or as required by
the Panel, being in any case more than 50 per cent.) of LTG Shares to which
the Offer relates. If the Acquisition is implemented by way of an Offer, and
such Offer becomes or is declared unconditional and sufficient acceptances are
received, Bidco intends to: (i) make a request to the London Stock Exchange to
cancel the admission to trading of LTG Shares on AIM; and (ii) exercise its
rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so
as to acquire compulsorily the remaining LTG Shares in respect of which the
Offer has not been accepted.

11.          The Acquisition will be subject, inter alia, to the
Conditions and certain further terms which are set out in this Appendix I and
to the full terms which will be set out in the Scheme Document and such
further terms as may be required to comply with the applicable rules and/or
requirements of the Code, the Panel, the AIM Rules, the London Stock Exchange
and the FCA.

12.          The availability of the Acquisition to persons not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable legal
and regulatory requirements. The Rollover Securities have not been, and will
not be, registered under the U.S. Securities Act or applicable state
securities laws. Accordingly, the Rollover Securities may not be offered,
sold, resold, taken up, transferred or delivered, directly or indirectly, in
the United States absent registration or an available exemption or a
transaction not subject to the registration requirements of the U.S.
Securities Act. Accordingly, the Rollover Securities will not be issued to LTG
Shareholders unless Bidco determines that they may be issued pursuant to an
exemption from, or in a transaction that is not subject to, the registration
requirements of the U.S. Securities Act as provided by Section 3(a)(10) of the
U.S. Securities Act or another available exemption.

13.          The Acquisition is not being made, directly or
indirectly, in, into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of,
any jurisdiction where to do so would violate the laws of that jurisdiction.

14.          This Announcement and any right or liability hereunder,
the Acquisition and the Scheme are (or will be, as applicable) governed by the
laws of England and subject to the jurisdiction of the Court and to the
Conditions and further terms set out in Appendix I and the full terms and
conditions to be set out in the Scheme Document. The Acquisition is subject to
the applicable rules and/or requirements of the Code, the Panel, the AIM
Rules, the London Stock Exchange and the FCA.

15.          Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.

 

Part II

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

 

1.             As at 3 December 2024 (being the last Business Day
before the date of this Announcement) the fully diluted issued ordinary share
capital of 802,417,913 LTG Shares is based on:

·          792,167,233 LTG Shares in issue (International Securities
Identification Number GB00B4T7HX10); plus

·          179,340 LTG Shares held by the employee benefit trust
operated by LTG that can be used to satisfy the exercise of options and
vesting awards pursuant to LTG Share Plans; plus

·          10,071,340 LTG Shares which may be issued on or after the
date of this Announcement to satisfy the exercise of options or vesting awards
pursuant to the LTG Share Plans (net of LTG Shares to be satisfied by those
held in the employee benefit trust).

2.             The fully diluted share capital assumes that the
Acquisition becomes Effective on the Long-Stop Date and that certain
performance based criteria under the LTG Share Plans which are determined by
reference to the value of the Cash Offer are not met. It also assumes that
where certain share save plans are in a currency other than sterling an FX
rate as at the date immediately prior to the date of this Announcement has
been applied to calculate the number of shares which may be issued.

3.             The value of the Acquisition based on the Cash
Offer of 100 pence per LTG Share is calculated on the basis of the issued and
to be issued share capital of LTG (as set out in paragraph 1).

4.             The 2023 Adjusted EBIT of £88.7 million has been
calculated as:

·          Reported 2023 Adjusted EBIT of £98.5 million; less

·          £4.2 million reflecting impact of disposal of non-core
assets (Lorien Engineering Solutions and TTi Global); less

·          £5.7 million reflecting the impact of disposal of
VectorVMS.

5.             The enterprise value of £836.3 million has been
calculated as:

·          the cash value of the Acquisition (as set out in
paragraph 3) of £802.4 million; plus

·          £136.0 million of borrowings as of 30 June 2024; plus

·          £8.8 million of value of leases as of 30 June 2024; less

·          £78.5m of cash and cash equivalents as of 30 June 2024;
less

·          £5.3 million of estimated cash inflow from the exercise
of options or vesting of awards pursuant to the LTG Share Plans net of the
associated employer tax liabilities (as set out in paragraph 1); less

·          £27.1 million of cash proceeds from the sale of
VectorVMS (net of £9.9 million of estimated tax leakages and net of £2.5
million of associated transaction fees).

6.             The Closing Prices on 26 September 2024 are taken
from the AIM appendix to the Daily Official List.

7.             Unless otherwise stated, the financial information
relating to LTG is extracted from the interim six month report and accounts of
LTG for the half year ending 30 June 2024, and the audited consolidated
financial statements contained therein have been prepared in compliance with
United Kingdom accounting standards, including IFRS and the Companies Act.

8.             The volume-weighted average prices have been
derived from Bloomberg data based on volumes traded from 27 August 2024 (for
one month), 27 June 2024 (for three months) and 24 July 2024 (since the
announcement of LTG's trading update in respect of the six months ended 30
June 2024) and have been rounded to the nearest whole number.

9.             The total shareholder return CAGR for the period
from LTG's IPO in 2013 to 26 September 2024 (being the last Business Day prior
to the announcement of a possible offer for LTG by General Atlantic, as
referenced in the section entitled "Background to and reasons for the
Recommendation" of this Announcement) has been calculated based on the LTG
share price of 5.882353 pence (as reported in the circular convening a general
meeting and AIM admission document published on 22 October 2013) and LTG's
Closing Price on 26 September 2024. The total shareholder return CAGR
calculation uses 22 October 2013 as a starting date and includes any dividends
to LTG Shareholders over the relevant period.

 

APPENDIX III

IRREVOCABLE UNDERTAKINGS

 

1.             LTG Directors' irrevocable undertakings

The following LTG Directors who hold or are beneficially entitled to LTG
Shares have each given an irrevocable undertaking to vote (or procure voting)
in favour of the Scheme at the Court Meeting and the Resolution at the General
Meeting (or, in the event that the Acquisition is implemented by way of an
Offer, to accept or procure acceptance of such Offer) in respect of all of
their (and their connected persons') own beneficial holdings of LTG Shares (or
those LTG Shares over which they have control):

 Name of LTG Director        Number of LTG Shares in respect of which undertaking is given  Percentage of LTG issued share capital (excluding shares under option)
 Andrew Brode                117,098,930                                                    14.78%
 Jonathan Satchell(1)        72,963,160                                                     9.21%
 Piers Lea(2)                8,546,697                                                      1.08%
 Leslie-Ann Reed             5,220,422                                                      0.66%
 Katharina Kearney-Croft(3)  114,828                                                        0.01%
 Aimie Chapple               15,200                                                         0.00%
 TOTAL                       203,959,237                                                    25.74%

________________________

(1)    Includes 5,900,000 LTG Shares owned by the trustees of The Satchell
Trust as the registered and beneficial holder.

(2     ) Includes 2,000,000 LTG Shares owned by the trustees of the Piers
Lea Children's Trust Discretionary Settlement as the registered holder.

(3)    Includes 18,046 LTG Shares owned by the daughter of Katharina
Kearny-Croft as the registered and/or beneficial holder.

 

In addition:

·          Andrew Brode, Chairman of LTG and a Non-Independent LTG
Director, has irrevocably undertaken to elect to receive Alternative Offer 1
in respect of his entire beneficial holding of LTG Shares, being 117,098,930
LTG Shares (representing approximately 14.78 per cent. of the existing issued
ordinary share capital of LTG on 3 December 2024, being the last Business Day
before the date of this Announcement);

·          Jonathan Satchell, Chief Executive Officer of LTG and a
Non-Independent LTG Director, has irrevocably undertaken to elect to receive:
(i) the Cash Offer in respect of 2,800,000 of his LTG Shares (representing
approximately 0.35 per cent. of the existing issued ordinary share capital of
LTG on 3 December 2024, being the last Business Day before the date of this
Announcement); and (ii) an Alternative Offer in respect of 70,163,160 of his
LTG Shares (representing approximately 8.86 per cent. of the existing issued
ordinary share capital of LTG on 3 December 2024, being the last Business Day
before the date of this Announcement); and

·          the Independent LTG Directors have not entered into any
irrevocable undertakings to elect for an Alternative Offer.

Simon Boddie, Senior Independent Director of LTG (and an Independent LTG
Director), is not interested in any LTG Shares and has therefore not entered
into an irrevocable undertaking in connection with the Acquisition.

Summary of the LTG Directors' irrevocable undertakings

The irrevocable undertakings given by the LTG Directors prevent such LTG
Directors from selling all or any part of their LTG Shares.

The irrevocable undertakings to vote (or procure voting) in favour of the
Scheme at the Court Meeting and the Resolution at the General Meeting (or, in
the event that the Acquisition is implemented by way of an Offer, to accept or
procure acceptance of such Offer) also extend to any LTG Shares acquired by
the LTG Directors as a result of the vesting of awards or the exercise of
options under the LTG Share Plans.

The irrevocable undertakings from the LTG Directors will remain binding in the
event a higher competing offer is made for LTG and prevent the LTG Directors
from voting in favour of any other scheme of arrangement (or accepting any
other takeover offer).

The obligations of the LTG Directors under the irrevocable undertakings will
lapse and cease to have effect on and from the following occurrences:

·          the date the Scheme becomes Effective or the Offer is
declared unconditional;

·          this Announcement is not released by 12.00 p.m. (London
time) on the Business Day immediately following the date of the irrevocable
undertaking (or such later time and/or date as Bidco and LTG may agree);

·          following the release of the Announcement, Bidco
announces, with the consent of the Panel, that it does not intend to make or
proceed with the Acquisition and no new, revised or replacement takeover offer
(within the meaning of section 974 of the Companies Act) or scheme of
arrangement (pursuant to Part 26 of the Companies Act) is announced by Bidco
(or any person acting in concert with it) in accordance with Rule 2.7 of the
Code within ten Business Days;

·          the Scheme lapses or is withdrawn in accordance with its
terms (or having announced its election to implement the Acquisition by way of
an Offer, that Offer is subsequently withdrawn or lapses in accordance with
its terms), provided that this shall not apply where such withdrawal or lapse:

·          is a result of Bidco exercising its right, in accordance
with the Code, to elect to implement the Acquisition by way of an Offer rather
than by way of a Scheme or vice versa; or

·          is followed within ten Business Days by a new, revised or
replacement takeover offer (within the meaning of section 974 of the Companies
Act) or scheme of arrangement (pursuant to Part 26 of the Companies Act)
announced by Bidco or General Atlantic (or any person acting in concert with
Bidco and/or General Atlantic) in accordance with Rule 2.7 of the Code; or

·          any competing offer for the entire issued and to be
issued share capital of LTG is made which becomes or is declared wholly
unconditional (if implemented by way of a takeover offer (within the meaning
of section 974 of the Companies Act)) or otherwise becomes effective (if
implemented by way of a scheme of arrangement (pursuant to Part 26 of the
Companies Act)).

In addition to the above, the irrevocable undertakings of Andrew Brode and
Jonathan Satchell, each a Non-Independent LTG Director:

·          contain undertakings to:

·          elect to receive an Alternative Offer in respect of all
or substantially all of their holdings of LTG Shares, as further described
above; and

·          provide in a timely fashion, and in any event in
reasonable time before any applicable deadline or due date, all such
information relating to themselves, their participation in either Alternative
Offer and their expected acquisition of Rollover Securities in connection with
the Acquisition, and all such other assistance, as may reasonably be necessary
or required: (i) for Bidco to determine in which jurisdictions any merger
control, regulatory or other filing, notification or submission with a
Relevant Authority may be necessary, reasonably advisable or expedient for the
purposes of obtaining any Clearances; (ii) for inclusion in any filings,
notifications or submissions (including draft versions) to any Relevant
Authority for the purposes of obtaining the Clearances or for inclusion in any
responses to any requests for further information by any Relevant Authority in
connection with such filings, notifications or submissions; and (iii) for the
purposes of obtaining the Clearances and/or any other required official
authorisations, including assistance in connection with such pre-notification
contacts with the Relevant Authorities as Bidco (acting reasonably) considers
to be required, desirable or appropriate in the circumstances; and

·          will lapse and cease to have effect in the event that the
terms of the Topco Shareholders' Agreement and/or the Topco Articles as
published on LTG's website on or after the date of the irrevocable undertaking
is amended or varied in any material respect, unless Andrew Brode or Jonathan
Satchell (as applicable) has given prior written consent to such amendment or
variation.

2.             Non-director LTG Shareholder irrevocable undertakings

In addition to the LTG Directors, Monique Vasconcelos and Richard Griffiths
have each given an irrevocable undertaking to vote (or procure voting) in
favour of the Scheme at the Court Meeting and the Resolution at the General
Meeting (or, in the event that the Acquisition is implemented by way of an
Offer, to accept or procure acceptance of such Offer):

 Name of LTG Shareholder giving undertaking  Number of LTG Shares in respect of which undertaking is given  Percentage of LTG issued share capital
 Monique Vasconcelos                         13,932,059                                                     1.76
 Richard Griffiths                           2,125,595                                                      0.27
 TOTAL                                       16,057,654                                                     2.03

Summary of non-director LTG Shareholder irrevocable undertakings

The irrevocable undertakings given by Monique Vasconcelos and Richard
Griffiths prevent Monique Vasconcelos and Richard Griffiths from selling all
or any part of their LTG Shares and restrict Monique Vasconcelos from
acquiring further LTG Shares.

The obligations of each of Monique Vasconcelos and Richard Griffiths under the
irrevocable undertakings given by each of them will lapse and cease to have
effect on and from the following occurrences:

·          the date the Scheme becomes Effective or the Offer is
declared unconditional;

·          this Announcement is not released by 12.00 p.m. (London
time) on the Business Day immediately following the date of the irrevocable
undertaking (or such later time and/or date as Bidco and LTG may agree);

·          following the release of the Announcement, Bidco
announces, with the consent of the Panel, that it does not intend to make or
proceed with the Acquisition and no new, revised or replacement takeover offer
(within the meaning of section 974 of the Companies Act) or scheme of
arrangement (pursuant to Part 26 of the Companies Act) is announced by Bidco
(or any person acting in concert with it) in accordance with Rule 2.7 of the
Code within ten Business Days;

·          the Scheme lapses or is withdrawn in accordance with its
terms (or having announced its election to implement the Acquisition by way of
an Offer, that Offer is subsequently withdrawn or lapses in accordance with
its terms), provided that this shall not apply where such withdrawal or lapse:

·          is a result of Bidco exercising its right, in accordance
with the Code, to elect to implement the Acquisition by way of an Offer rather
than by way of a Scheme or vice versa; or

·          is followed within ten Business Days by a new, revised or
replacement takeover offer (within the meaning of section 974 of the Companies
Act) or scheme of arrangement (pursuant to Part 26 of the Companies Act)
announced by Bidco or General Atlantic (or any person acting in concert with
Bidco and/or General Atlantic) in accordance with Rule 2.7 of the Code; or

·          any competing offer for the entire issued and to be
issued share capital of LTG is made which becomes or is declared wholly
unconditional (if implemented by way of a takeover offer (within the meaning
of section 974 of the Companies Act)) or otherwise becomes effective (if
implemented by way of a scheme of arrangement (pursuant to Part 26 of the
Companies Act)).

In addition:

·          in respect of the irrevocable undertaking given by
Monique Vasconcelos, such irrevocable undertaking will remain binding in the
event a higher competing offer is made for LTG; and

·          in respect of the irrevocable undertaking given by
Richard Griffiths, such irrevocable undertaking will lapse and cease to be
binding if a Higher Competing Offer (as defined under the deed of irrevocable
undertaking given by Richard Griffiths) is announced in accordance with Rule
2.7 of the Code and Bidco (or any person acting in concert with Bidco) does
not, within 14 days of the announcement of the Higher Competing Offer (or, if
later, the date on which an estimate is provided by an appropriate adviser of
the value of any securities not admitted to trading and which form part of the
consideration being offered pursuant to such Higher Competing Offer), increase
the consideration offered under the Acquisition to an amount per LTG Share
which is equal to or exceeds the value of the Higher Competing Offer (in the
case of any such revised proposal made by Bidco (or any person acting in
concert with Bidco) that involves the issue of securities of a class which is
not admitted to trading, the value of such securities will be the estimate of
the value of such securities by an appropriate adviser contained in the
relevant offer document or announcement under Rule 2.7 of the Code, as
required under Rule 24.11 of the Code).

 

 

APPENDIX IV

DETAILS OF THE TOPCO GROUP, ROLLOVER MECHANISM, TOPCO SHARE CAPITAL AND THE
ROLLOVER SECURITIES

 

1.             The Rollover Securities

For eligible LTG Shareholders who validly elect to receive consideration by
means of an Alternative Offer, the applicable Rollover Securities in respect
of their LTG Shares will be issued in accordance with the Rollover Mechanism
described in paragraph 3 of this Appendix IV.

2.             Information on Topco, the Intermediate Midcos and Bidco

Prior to the Effective Date, Topco will be a subsidiary of General Atlantic.
Topco is a private limited company incorporated on 12 November 2024 under the
laws of Jersey for the purposes of the Acquisition. Topco's issued share
capital comprises 10,000 ordinary shares of £1.00 each, but will be
reorganised on or prior to the Effective Date so that it comprises A1
Preference Shares, A2 Preference Shares, B Preference Shares and Ordinary
Shares. The A Preference Shares and Ordinary Shares will be issued to and held
by General Atlantic, and the Rollover Securities (comprising Rollover Ordinary
Shares and, where applicable, B Preference Shares) will be issued to and held
by the eligible LTG Shareholders who validly elect for an Alternative Offer.
General Atlantic will also be issued the Warrants.

Midco 1 is a direct wholly-owned subsidiary of Topco. Midco 1 is a private
limited company incorporated on 12 November 2024 under the laws of England and
Wales for the purposes of the Acquisition. The share capital of Midco 1
comprises one ordinary share of £1.00.

Midco 2 is a direct wholly-owned subsidiary of Midco 1 and an indirect
wholly-owned subsidiary of Topco. Midco 2 is a private limited company
incorporated on 12 November 2024 under the laws of England and Wales for the
purposes of the Acquisition. The share capital of Midco 2 comprises one
ordinary share of £1.00.

Midco 3 is a direct wholly-owned subsidiary of Midco 2 and an indirect
wholly-owned subsidiary of Topco. Midco 3 is a private limited company
incorporated on 13 November 2024 under the laws of England and Wales for the
purposes of the Acquisition. The share capital of Midco 3 comprises one
ordinary share of £1.00.

Bidco is a direct wholly-owned subsidiary of Midco 3 and an indirect
wholly-owned subsidiary of Topco. Bidco is a private limited company
incorporated on 13 November 2024 under the laws of England and Wales for the
purposes of the Acquisition. The share capital of Bidco comprises one ordinary
share of £1.00.

None of Topco, the Intermediate Midcos or Bidco have traded since the date of
their incorporation nor entered into any obligations, other than in connection
with the Acquisition. Between the date of this Announcement and the Effective
Date, no member of the Topco Group is expected to conduct any business or
activities other than in connection with the Acquisition. Neither Topco, the
Intermediate Midcos or Bidco hold any direct or indirect interest in LTG as at
the date of this Announcement.

3.             The Rollover Mechanism

If the Scheme becomes Effective, eligible LTG Shareholders that validly elect
to receive consideration by means of an Alternative Offer will receive their
Rollover Securities in Topco, whereby on or shortly following the Effective
Date (the "Rollover Mechanism"):

·          step one: firstly, the relevant LTG Shares of the
relevant LTG Shareholders will be exchanged for loan notes of a commensurate
value to be issued by Bidco pursuant to the Scheme (the "Bidco Rollover
Securities");

·          step two: secondly, and immediately following the first
exchange, the Bidco Rollover Securities will be exchanged for loan notes of a
commensurate value to be issued by Midco 3 (the "Midco 3 Rollover
Securities");

·          step three: thirdly, and immediately following the second
exchange, the Midco 3 Rollover Securities will be exchanged for loan notes of
a commensurate value to be issued by Midco 2 (the "Midco 2 Rollover
Securities");

·          step four: fourthly, and immediately following the third
exchange, the Midco 2 Rollover Securities will be exchanged for loan notes of
a commensurate value to be issued by Midco 1 (the "Midco 1 Rollover
Securities"); and

·          step five: finally, and immediately following the fourth
exchange, the Midco 1 Rollover Securities will be exchanged for:

·          the issue and allotment, credited as fully paid, of the
relevant number of Rollover Ordinary Shares; and

·          the issue and allotment, credited as fully paid, of the
relevant number of B Preference Shares,

in Topco to which the relevant LTG Shareholder who has made a valid election
in respect of an Alternative Offer is entitled, in accordance with the terms
of the relevant Alternative Offer,

provided that each of the second step, the third step, the fourth step and the
fifth step will be subject to and conditional on the exercise of a put option
by the relevant transferor, or a call option by the relevant transferee, in
relation to the loan notes and securities to be exchanged.

LTG Shareholders who validly elect for an Alternative Offer will be required,
pursuant to a power of attorney granted by them pursuant to the Scheme (and/or
under the Form(s) of Election), to adhere to the Topco Shareholders' Agreement
as a condition of such election. The power of attorney will also provide for
the signing on behalf of such LTG Shareholder (in such form as Bidco may
require) of the put and call deeds and/or any exchange agreement, transfer,
instrument, or other document deemed by Bidco (in its absolute discretion) to
be necessary or desirable to effect the implementation of the Alternative
Offers or the Rollover Mechanism, as conditions of such election, including
any appropriate employment tax elections.

4.             Summary of the securities in Topco and associated instruments upon the Acquisition becoming Effective

Set out below is a summary of the securities and associated instruments in
Topco to be held by General Atlantic and Rollover Investors who make a valid
election for an Alternative Offer, in each case from the Effective Date.

Ordinary Shares

The Ordinary Shares are denominated in U.S. dollars. The Ordinary Shares will
not be listed and will be subject to the terms and conditions of the Topco
Articles and Topco Shareholders' Agreement, as described in further detail in
paragraph 5 of this Appendix IV.

General Atlantic

General Atlantic will subscribe for Ordinary Shares at a U.S. dollar issue
price 6  per Ordinary Share that is equivalent to the price of 100 pence per
LTG Share in respect of the Cash Offer. The Ordinary Shares subscribed for by
General Atlantic will be allotted and issued and credited as fully paid.

Given possible future share option exercises in respect of LTG Share Plans and
foreign exchange fluctuations, it is not possible to determine exactly how
many Ordinary Shares General Atlantic will subscribe for until on or following
the Effective Date. Accordingly, it is not possible to determine the precise
percentage of the Ordinary Shares that will be held by General Atlantic and
the precise percentage will be held by any LTG Shareholders who validly elect
for an Alternative Offer. General Atlantic will hold the majority of the total
equity share capital of Topco in connection with the Acquisition, however it
is anticipated that General Atlantic will, upon the Acquisition becoming
Effective, hold a minority of the Ordinary Shares (and therefore a minority of
the voting rights in Topco).

Rollover Investors

Ordinary Shares will be allotted and issued to eligible LTG Shareholders who
validly elect for a relevant Alternative Offer in accordance with the Rollover
Mechanism and will be allotted and issued and credited as fully paid.

They will be the same class of security and will rank economically pari passu
with the Ordinary Shares held by and issued to General Atlantic in connection
with the Acquisition (as described above), including with respect to voting
(subject to the terms of the Topco Shareholders' Agreement) as well as the
right to receive and retain any dividends and other distributions declared,
made or paid or which become payable.

A Preference Shares

A1 Preference Shares

The A1 Preference Shares are denominated in U.S. dollars. The A1 Preference
Shares subscribed for by General Atlantic will be allotted and issued and
credited as fully paid. The A1 Preference Shares will not be listed and will
be subject to the terms and conditions of the Topco Articles and Topco
Shareholders' Agreement, as described in further detail in paragraph 5 of this
Appendix IV.

It is intended that General Atlantic will subscribe for A1 Preference Shares
in a maximum amount of up to a U.S. dollar equivalent of £228.4 million in
connection with the funding of the Acquisition at a U.S. dollar issue price
per A1 Preference Share that is equal to the issue price of a B Preference
Share (as described below).

General Atlantic's subscription of A1 Preference Shares in connection with the
funding of the Acquisition will be reduced from the maximum amount described
above if and to the extent that B Preference Shares are issued in connection
with valid elections from LTG Shareholders for Alternative Offer 2, in such
number as is commensurate with the aggregate number of B Preference Shares
issued.

General Atlantic's total subscription for A1 Preference Shares in connection
with the funding of the Acquisition is therefore dependent upon the number of
B Preference Shares to be issued and, as a result, it is not possible to
determine how many A1 Preference Shares will be issued to General Atlantic as
at the date of this Announcement. However, the A1 Preference Shares held by
General Atlantic will, upon the Acquisition becoming Effective, represent a
majority of all Preference Shares.

A2 Preference Shares

The A2 Preference Shares are denominated in U.S. dollars. The A2 Preference
Shares subscribed for by General Atlantic will be allotted and issued and
credited as fully paid. The A2 Preference Shares will not be listed and will
be subject to the terms and conditions of the Topco Articles and Topco
Shareholders' Agreement, as described in further detail in paragraph 5 of this
Appendix IV.

In connection with the Upfront Discount (as described in further detail in
paragraph 5 of this Appendix IV), General Atlantic will subscribe for certain
A2 Preference Shares (the Upfront Discount A2 Preference Shares) for an
aggregate subscription price equal to the Upfront Discount Amount.

B Preference Shares

The B Preference Shares are denominated in U.S. dollars. The B Preference
Shares allotted and issued to eligible LTG Shareholders who validly elect for
Alternative Offer 2 will be allotted and issued and credited as fully paid.
The B Preference Shares will not be listed and will be subject to the terms
and conditions of the Topco Articles and Topco Shareholders' Agreement, as
described in further detail in paragraph 5 of this Appendix IV.

The B Preference Shares to be allotted and issued to eligible LTG Shareholders
who validly elect for Alternative Offer 2 will, for the purposes of basing
amounts payable in connection with the Preferred Dividend and the Preference
Share Redemption Price on U.S. dollars (consistent with the currency
denomination of the B Preference Shares), be issued at a U.S. dollar issue
price 7  per B Preference Share that is equivalent to the price of 100 pence
per LTG Share in respect of the Cash Offer. Accordingly, payment of the
Preferred Dividend and the applicable Preference Share Redemption Price will
be made in U.S. dollars.

Pre Approved Funding

In addition to the Ordinary Shares, A1 Preference Shares and A2 Preference
Shares to be subscribed by General Atlantic in connection with the funding of
the Acquisition as described above, if the Topco Group's available cash is
less than US$38 million as at the Effective Date (such amount below US$38
million being the "Group Liquidity Shortfall"), General Atlantic may, with the
approval of the Topco Board, inject further capital into the Group (via Topco)
up to an amount equal to the Group Liquidity Shortfall by, at General
Atlantic's option, either subscribing for additional Ordinary Shares or
additional A1 Preference Shares (together with a commensurate increase in the
total number of A2 Preference Shares and Warrants (as described below) to be
issued to General Atlantic) ("Pre Approved Funding"). Any such subscription
would occur at the same per-share price as the subscriptions by General
Atlantic in connection with the funding of the Acquisition as described above.

By way of illustration, assuming a total Ordinary Share capital in Topco of an
amount equivalent to £207 million immediately following the Effective Date,
and Pre Approved Funding of an amount equivalent to £10 million in the form
of Ordinary Shares, General Atlantic would be subscribing for 4.6 per cent. of
additional Ordinary Shares as a result of such Pre Approved Funding, with
commensurate dilution of all Ordinary Shareholders' percentage Ordinary Share
interests (including General Atlantic's).

Warrants

On or around the Effective Date, General Atlantic will, in addition to
receiving a certain number of Ordinary Shares, A1 Preference Shares and A2
Preference Shares as described above, receive Warrants, exercisable at any
time, with a US$0.001 exercise price per Ordinary Share, entitling General
Atlantic to receive further Ordinary Shares. The Warrants will not be listed.
The Warrants will be subject to the terms and conditions of the Warrant
Instrument.

The precise number of Warrants (and therefore the entitlement to a further
number of Ordinary Shares) received by General Atlantic will depend on the
number of A1 Preference Shares that are ultimately issued to General Atlantic
(which, as noted above, is itself dependent on the number of B Preference
Shares issued to LTG Shareholders who make a valid election for Alternative
Offer 2, and on any Pre Approved Funding by General Atlantic).

In connection with the proposed funding of the consideration payable to LTG
Shareholders pursuant to the Cash Offer, General Atlantic is entitled to be
issued such number of Warrants as is equal to a maximum amount of 12.5 per
cent. of Topco's Ordinary Share capital on a fully diluted basis (calculated
on the basis of including the impact of the Warrants as if they had all been
exercised and converted into Ordinary Shares in accordance with their terms at
the relevant time). The number of Warrants to be issued to General Atlantic
will be reduced from such maximum amount if and to the extent that B
Preference Shares are issued in connection with valid elections from LTG
Shareholders for Alternative Offer 2 (thereby reducing the number of A1
Preference Shares to be issued to General Atlantic, as described above), in
such number as is commensurate with the number of B Preference Shares issued
to LTG Shareholders pursuant to Alternative Offer 2.

In addition, General Atlantic will be entitled to a rateable increase in its
number of Warrants (which, for the avoidance of doubt, may result in General
Atlantic receiving a number of Warrants that exceeds 12.5 per cent. of Topco's
Ordinary Share capital on a fully diluted basis) if it subscribes for
additional A Preference Shares in connection with any Pre Approved Funding.

Therefore, by way of illustration:

·          if no valid elections for Alternative Offer 2 are
received from LTG Shareholders in connection with the Alternative Offers (such
that no B Preference Shares are issued and no Pre Approved Funding is provided
by way of a Preference Share subscription), General Atlantic will subscribe
for the maximum number of A1 Preference Shares described above and, in
addition, would receive Warrants entitling it to 12.5 per cent. of the
Ordinary Share capital of Topco on a fully diluted basis (calculated on the
basis of including the Warrants as if they had all been exercised and
converted into Ordinary Shares in accordance with their terms at the relevant
time); and

·          if and to the extent that valid elections for B
Preference Shares are received from LTG Shareholders, General Atlantic's
subscription of A1 Preference Shares will be scaled back from such maximum
amount by the number of B Preference Shares that are issued in connection with
valid elections from LTG Shareholders for Alternative Offer 2, and in such
circumstances General Atlantic would receive commensurately fewer Warrants.

As a result, the nature of General Atlantic's ultimate shareholding in Topco
will not be known until valid elections in respect of the Alternative Offers
have been received, which is expected to be shortly prior to the Effective
Date.

5.             Summary of the Rollover Securities and key terms of the Topco Shareholders' Agreement and the Topco Articles

Set out below is a summary of the terms of the Topco Shareholders' Agreement
and the Topco Articles which will govern the terms on which eligible LTG
Shareholders that validly elect for an Alternative Offer will hold securities
in Topco pursuant to the Rollover Mechanism. The full terms and conditions of
the Topco Shareholders' Agreement and the Topco Articles are available on
Bidco's website at https://announcements-ga.com/
(https://announcements-ga.com/) and LTG's website at
https://ltgplc.com/offer-microsite/ (https://ltgplc.com/offer-microsite/) .

Voting rights and consent matters

Voting rights

Every holder of one or more Ordinary Shares (including Rollover Ordinary
Shares) on the date on which either a written resolution is circulated or a
general meeting is held and who is present at such meeting will, subject to
the Topco Articles, have one vote for each Ordinary Share.

The A Preference Shares and the B Preference Shares will not entitle the
holders thereof to: (i) any votes at general meetings of Topco (save in
respect of rights to vote as a class of shareholder as required in accordance
with applicable law); (ii) receive a copy of any written resolution of Topco;
or (iii) receive notice of any general meetings of Topco.

Consent matters - General Atlantic

For so long as General Atlantic holds: (i) at least one Preference Share; or
(ii) at least five per cent. of the total number of Ordinary Shares in issue
at the relevant time on a fully diluted basis (including the Warrants as if
they had all been exercised and converted into Ordinary Shares in accordance
with their terms at the relevant time) (the "General Atlantic Minimum
Shareholding"), the following matters will require the prior consent of
General Atlantic:

·          to adopt or approve, materially amend or otherwise
materially alter the annual budget of the Group, and in each case, take any
action materially inconsistent with it;

·          to make or permit any substantial change to, or make any
decision that may result in a substantial change to, the business conducted by
any member of the Topco Group;

·          to borrow any monies or incur, assume, increase or extend
any indebtedness or other liability, or enter into any agreement, arrangement
or debt facilities of any nature, which, in each case, would result in the
Topco Group's total net leverage ratio exceeding 3.00:1.00;

·          to amend, vary, waive or breach (or exercise any
discretionary right given thereunder) any provision of the Topco Group's
financing documents or transfer or assign any rights or obligations of a
member of the Topco Group under the financing documents;

·          to acquire an interest in any shares in the capital of
any body corporate, or in any instrument convertible into the share capital of
any body corporate or the acquisition of any other interest in a company,
business, undertaking or concern, including the acquisition of any share or
marketable security which is traded on a recognised investment exchange or any
other public securities market, or acquire any assets, businesses or
undertakings (or any interest therein) whether by a single transaction or by a
series of transactions (related or not), in each case with a value exceeding
£50,000,000;

·          to enter into or make itself liable for any capital
commitment (whether by way of purchase, lease, hire purchase or otherwise) or
capital expenditure (including capitalised research and development
expenditure) that exceeds 15 per cent. of the reference EBIT as calculated at
the time of such capital commitment or expenditure;

·          to divest, sell, dispose of and/or transfer, any assets,
businesses or undertakings (or any interest therein) whether by a single
transaction or by a series of transactions (related or not): (i) where such
assets, businesses or undertakings (or any interest therein) generate such
amount of EBIT as represents 10 per cent. or more of the consolidated EBIT of
the Group; or (ii) with a value of or exceeding £75,000,000;

·          to make any increase or reduction or other alteration
whatsoever (including by way of redemption, purchase, sub-division,
consolidation, redenomination, reorganisation, variation, conversion or
redesignation) of any member of the Topco Group's share capital or issue or
allot any securities or grant any option to subscribe for or acquire
securities (subject to certain exclusions);

·          to amend or waive any provision of the Topco Articles,
the articles of association of any other member of the Topco Group, the Topco
Shareholders' Agreement or any shareholder or constitutional arrangements
relating to Topco;

·          to vary the rights attaching to any securities in any
member of the Topco Group;

·          to adopt, amend or otherwise vary any management
incentive plan relating to Topco or any member of the Topco Group;

·          to declare or pay any dividend (whether final or interim)
or other distribution by Topco or by any other member of the Topco Group
(other than any Preference Dividend), except where such member of the Topco
Group is a wholly-owned member of the Topco Group and that dividend or
distribution is being paid to another member of the Topco Group that is
directly or indirectly wholly-owned by Topco;

·          to amend, vary or waive any of the provisions of, or
enter into, breach, enforce or terminate (or give notice to terminate), any
employment arrangements of the Group's Chief Executive Officer, Chief
Financial Officer or Chair, which will include, for the avoidance of doubt,
varying the remuneration or other benefits provided under such arrangements;

·          to enter into any related party transactions or enter
into any arrangements otherwise than at market value and on an arm's length
basis;

·          to enter into or participate in any discussions with
existing or prospective lenders in connection with any actual or potential
amendment, variation, waiver or breach of any provision of the financing
documents, or any Refinancing;

·          to propose or make any arrangement or compromise with, or
assign for the benefit of, its creditors generally, or enter into any
agreement for or in connection with the scheduling, restructuring or
re-adjustment of any material part of its indebtedness by reason of, or with a
view to, avoiding, financial difficulties;

·          to take any steps to wind-up, liquidate or dissolve Topco
or any member of the Topco Group;

·          to take any steps to obtain an administration order in
respect of Topco or any other member of the Topco Group or to invite any
person to appoint a receiver or receiver and manager of the whole or any part
of the business or assets of Topco or any other member of the Topco Group;

·          the completion of any proposed Exit;

·          any reorganisation transaction;

·          to make any change to the tax residency (or create a new
permanent establishment) of any member of the Topco Group;

·          to make any material change to the tax profile of any
member of the Topco Group (including making any tax elections as regards the
entity classification of a member of the Topco Group);

·          to make any material change in accounting principles or
policies of any member of the Topco Group; and

·          to make any change in the accounting reference date or
year-end of any member of the Topco Group, save in respect of a change made to
align the accounting reference date of any member of the Topco Group with the
rest of the Topco Group following an acquisition.

For so long as General Atlantic holds any securities in Topco (including
Ordinary Shares and Preference Shares), the following matters will require the
prior consent of General Atlantic:

·          to enter into any related party transactions or enter
into any arrangements otherwise than at market value and on an arm's length
basis;

·          to declare or pay any dividend (whether final or interim)
or other distribution by Topco or by any other member of the Topco Group
(other than any Preference Dividend) other than on a pro-rata basis, except
where such member of the Topco Group is a wholly-owned member of the Topco
Group and that dividend or distribution is being paid to another member of the
Topco Group that is directly or indirectly wholly-owned by Topco; and

·          to vary the rights attaching to any Topco securities
unless such variation would not be materially and disproportionately adverse
to the economic, tax or legal position of General Atlantic as compared to each
other Topco shareholder.

Consent Matters - 10 per cent. or more holders of Ordinary Shares

The following matters require the prior consent of any Topco shareholder
(other than General Atlantic) holding 10 per cent. or more of the total number
of Ordinary Shares in issue at the relevant time on a fully diluted basis
(including the Warrants as if they had been exercised and converted into
Ordinary Shares in accordance with their terms at the relevant time):

·          to make or permit any substantial change to, or make any
decision that may result in a substantial change to, the business conducted by
any member of the Topco Group;

·          to amend or waive any provision of the Topco Articles,
the articles of association of any other any member of the Topco Group, the
Topco Shareholders' Agreement or any shareholder or constitutional
arrangements relating to Topco in each case;

·          to vary the rights attaching to any securities in any
member of the Topco Group;

·          to declare or pay any dividend (whether final or interim)
or other distribution by Topco or by any other member of the Topco Group
(other than any Preference Dividend) other than on a pro-rata basis, except
where such member of the Topco Group is a wholly-owned member of the Topco
Group and that dividend or distribution is being paid to another member of the
Topco Group that is directly or indirectly wholly-owned by Topco;

·          to enter into any related party transactions or enter
into any arrangements otherwise than at market value and on an arm's length
basis;

·          to take any steps to wind-up, liquidate or dissolve Topco
or any member of the Topco Group; and

·          to take any steps to obtain an administration order in
respect of Topco or any other member of the Topco Group or to invite any
person to appoint a receiver or receiver and manager of the whole or any part
of the business or assets of Topco or any other member of the Topco Group.

During a Minority Protection Situation, Topco shareholders holding 10 per
cent. or more of the total number of Ordinary Shares in issue at the relevant
time on a fully diluted basis (including the Warrants as if they had all been
exercised and converted into Ordinary Shares in accordance with their terms at
the relevant time) will have the benefit of a narrower set of consent rights
as compared to those listed above.

Economic rights, ranking and waterfall

The economic rights described below are subject to the risks also described
below and in paragraph 13 (for example, that: (i) holders of Rollover
Securities may be diluted over time, potentially significantly, should holders
of Rollover Securities not elect to participate in further issues of
additional shares, loan notes or other securities of the Topco Group; (ii)
holders of Rollover Securities will be diluted upon the exercise and
conversion of the Warrants into Ordinary Shares; (iii) holders of Rollover
Securities are not always entitled to participate in such issues; and (iv)
such additional securities may have different rights to the Rollover
Securities).

Preference Shares

While the A2 Preference Shares do not benefit from the Preference Dividend or
any other dividend, the A2 Preference Shares will (until repaid in full) rank
senior to the A1 Preference Shares and the B Preference Shares as regards any
distribution, buy-back, any other capital redemption or other return of income
or capital made by Topco.

The A1 Preference Shares and the B Preference Shares will, subject to the
"Return of capital rights" detailed in paragraph 5 of this Appendix IV, rank
equally as regards any distribution, dividend, buy-back, any other capital
redemption or other return of income or capital made by Topco.

In addition, the A1 Preference Shares and the B Preference Shares will entitle
the holders thereof to a fixed cumulative preferential dividend payable in
U.S. dollars at an annual rate of 11 per cent. of the Issue Price of each A1
Preference Share and B Preference Share (the "Preference Dividend"). Any
Preference Dividend will be compounded quarterly on 31 March, 30 June, 30
September and 31 December in each year and be paid out in accordance with the
Topco Articles. In particular, 54.5 per cent. of the Preference Dividend on
each Preference Share (other than an A2 Preference Share) accrued and
outstanding as at these dates in each year will be paid in cash to the person
registered as the holder of such Preference Share in accordance with the Topco
Articles, with the remaining 45.5 per cent. of such Preference Dividend being
added to the then-current amount of the Arrears applicable to such Preference
Share and continuing to compound quarterly and accrue the Preference Dividend.

Ordinary Shares

The Ordinary Shares will rank equally with each other as regards any
distribution, dividend, buyback, any other capital redemption or other return
of income or capital made by Topco.

Return of capital rights

Any return of proceeds to shareholders in Topco, whether on an Exit (as
described below) or otherwise, including the right to receive and retain
dividends and all other distributions and returns of capital made or paid
(except on a redemption or purchase by Topco of any shares), will be
distributed as follows:

·          firstly, in priority to any payments to be made in
respect of the A1 Preference Shares, the B Preference Shares and the Ordinary
Shares, in paying to the holders of A2 Preference Shares then in issue in
respect of the A2 Preference Shares held by such holder an amount equal to the
applicable Issue Price;

·          secondly, in priority to any payments to be made in
respect of the Ordinary Shares, in paying to the holders of Preference Shares
(other than the A2 Preference Shares) then in issue (on a pari passu basis) in
respect of the Preference Shares (other than the A2 Preference Shares) held by
such holder an amount equal to the applicable Preference Share Redemption
Price (being the relevant minimum return threshold that must be achieved in
order to redeem or sell the Preference Shares) calculated up to and including
the date of the return of capital; and

·          thirdly, the balance (if any) shall be distributed
amongst the holders of the Ordinary Shares according to the number of Ordinary
Shares held by the relevant Shareholders at the relevant time.

The B Preference Shares have a higher return multiple (and therefore
Preference Share Redemption Price) as compared to the A1 Preference Shares, on
account of the A1 Preference Shares being issued with the A2 Preference
Shares. The A2 Preference Shares do not benefit from a return multiple but
will be redeemed at their applicable Issue Price. Further details of the
return multiples applicable to the A1 Preference Shares and B Preference
Shares are set out in the definition of Preference Share Redemption Price.

Redemption of A Preference Shares and B Preference Shares

In accordance with the Topco Articles and subject to any restrictions under
applicable law, the Preference Shares may be redeemed wholly or partially
(with the A2 Preference Shares being redeemed first) by Topco at the
applicable Preference Share Redemption Price (which, in the case of the A2
Preference Shares, shall be their Issue Price) at any time by a resolution of
Topco Board, and will be redeemed in full at the applicable Preference Share
Redemption Price: (i) if, following the sixth anniversary of the Effective
Date, General Atlantic exercises its right under the Topco Shareholders'
Agreement to require redemption of all of the Preference Shares; (ii) on a
direct or indirect change of control of the Group; or (iii) immediately prior
to an Exit.

Board representation

General Atlantic is entitled to:

·          for so long as it holds any Preference Shares, appoint
and/or remove one director to the Topco Board;

·          for so long as it holds 10 per cent. or more of the
Ordinary Shares on a fully diluted basis (including the Warrants as if they
had been exercised and converted into Ordinary Shares in accordance with their
terms at the relevant time), appoint and/or remove one director to the Topco
Board; and

·          for so long as it holds any securities in Topco
(including Ordinary Shares and Preference Shares), appoint and/or remove one
observer to the Topco Board.

The person holding the position of Chief Executive Officer from time to time
will be appointed to the Topco Board.

Each "Qualifying Investor" (being a Topco shareholder (which, for the
avoidance of doubt, may include General Atlantic) holding such number of
Ordinary Shares as is equal to (and including) 25 per cent. up to (but
excluding) 35 per cent. of the total number of Ordinary Shares on a fully
diluted basis (including the Warrants as if they had all been exercised and
converted into Ordinary Shares in accordance with their terms at the relevant
time)) is entitled to appoint up to two persons as directors of Topco
(provided that there is no double counting with respect to the director
appointment rights deriving from holdings of Ordinary Shares).

Each "Substantial Investor" (being a Topco shareholder (which, for the
avoidance of doubt, may include General Atlantic) holding such number of
Ordinary Shares as is equal to (and including) 35 per cent. or more of the
total number of Ordinary Shares on a fully diluted basis (including the
Warrants as if they had all been exercised and converted into Ordinary Shares
in accordance with their terms at the relevant time)) is entitled to appoint
up to three persons as directors of Topco (provided that there is no double
counting with respect to the director appointment rights deriving from
holdings of Ordinary Shares).

The Topco Board is initially subject to a maximum number of seven directors.
If, at any time prior to a new issue of Topco shares, the number of directors
entitled to be appointed to the Topco Board pursuant to the foregoing would
exceed seven, the number of directors nominated by the Topco shareholders will
be scaled back by reference to the lowest shareholding of Ordinary Shares
first, in accordance with the Topco Shareholders' Agreement and subject to
certain entrenched General Atlantic director appointment rights. The maximum
restriction on the total number of directors of the Topco Board will cease to
apply upon and following any further issue of Topco shares following the
Effective Date.

The Chair of the Group will be appointed from the members of the Topco Board
by an "Investor Majority" (being any Topco shareholders that, individually or
in aggregate, hold more than half of the Ordinary Shares in issue at any point
in time, in each case, on a fully diluted basis (including the Warrants as if
they had all been exercised and converted into Ordinary Shares in accordance
with their terms at the relevant time)), other than in circumstances where a
Minority Protection Situation has occurred and continues to persist.

Other governance and information rights

General Atlantic, together with the holders of a "Rollover Investor Majority"
(being any Substantial Investors and/or Qualifying Investors that,
individually or in aggregate, hold more than half of the Ordinary Shares in
issue at any point in time, in each case on a fully diluted basis (including
the Warrants as if they had all been exercised and converted into Ordinary
Shares in accordance with their terms at the relevant time), but excluding any
Ordinary Shares held by General Atlantic), if any, may, acting reasonably,
amend the Topco Shareholders' Agreement and/or the Topco Articles and/or
related documents (notwithstanding any class rights) without the consent of,
and upon reasonable notice setting out the amendments to, the other Topco
shareholders, save that no such amendment will be made which would be
disproportionately adverse to the economic (including capital and income
rights), tax or legal position of the Rollover Investors as compared to
General Atlantic.

Topco will provide, grant access to and deliver to General Atlantic, each
Substantial Investor and each Topco shareholder who holds 10 per cent. or more
of the total number of Ordinary Shares in issue at the relevant time (on a
fully diluted basis, including the Warrants as if they had been exercised and
converted into Ordinary Shares in accordance with their terms):

·          the annual audited consolidated accounts of the Topco
Group, as soon as reasonably practicable following, and in any event within
three months of, the end of the financial year to which they relate;

·          the quarterly unaudited consolidated financial statements
in respect of the Topco Group (including, for the avoidance of doubt, profit
and loss statement, balance sheet and cash flow statement) within 30 days
after the respective quarter end;

·          monthly management accounts for the Topco Group, within
30 days of the end of the relevant month;

·          any quarterly disclosures provided to lenders in
connection with the monitoring of financial covenants pursuant to the Topco
Group's financing documents, as soon as reasonably practicable following
delivery of such information to the lenders under those financing documents;
and

·          any quarterly reporting on key performance indicators as
soon as practicable (and at the latest within 45 days after the respective
quarter end).

In addition, Topco will provide, grant access to and deliver to General
Atlantic and each Substantial Investor:

·          such access to the management and/or employees of the
Topco Group (including the local management and/or employees of any member of
the Topco Group) as General Atlantic or any Substantial Investor may
reasonably require from time to time; and

·          such other information with respect to the Topco Group or
any member of the Topco Group as General Atlantic or any Substantial Investor
may reasonably require: (i) in order to comply with its legal, regulatory
and/or tax reporting obligations or respond to requests by any government
entity; or (ii) in the case of General Atlantic only, any mandatory, limited
partner or investor reporting obligation applicable to General Atlantic or its
associates or to determine or assess whether any circumstances have arisen
that may constitute or cause a Minority Protection Situation.

General Atlantic enhanced governance rights

In a Minority Protection Situation, General Atlantic has certain enhanced
governance rights pursuant to which it may acquire control of the Topco Board
and , subject to certain protected Topco shareholder rights, take all such
steps and actions and do all such things that, in the opinion of General
Atlantic (acting reasonably and in good faith), are necessary or desirable in
order to mitigate or respond to such Minority Protection Situation.

Further issues

The Rollover Investors will be entitled to participate in issues of Ordinary
Shares by Topco pro-rata to their holdings of such shares (subject to an
emergency issue regime and related catch-up rights), excluding any such shares
issued:

·          in connection with General Atlantic (and/or its
associates) subscribing for Ordinary Shares in the capital of Topco in order
to fund (indirectly) the consideration payable by Bidco under the Cash Offer
to LTG Shareholders, pursuant to the terms of the Acquisition (for the
avoidance of doubt, this is not expected to have a dilutive impact on holders
of Topco securities);

·          to General Atlantic and/or its associates in connection
with any Pre Approved Funding required to ensure the Topco Group has at least
US$38 million of available cash as at the Effective Date;

·          to the Rollover Investors pursuant to the Scheme (or, if
applicable, the Offer);

·          upon the exercise of any Warrant pursuant to the terms of
the Warrant Instrument;

·          to actual or potential employees, directors or
consultants of the Topco Group (whether directly or indirectly, including
through a trust, nominee or other investment vehicle established for the
purposes of holding Securities on behalf of such persons) in connection with
any management incentive plan related to the Topco Group;

·          to any vendor(s) as non-cash consideration on the
acquisition of, or merger with, all or part of another business, undertaking,
company or assets;

·          other than to General Atlantic or any of its associates,
in connection with the debt financing arrangements of the Topco Group, which
will dilute securities held by the Topco shareholders pro-rata;

·          in connection with an IPO or a pre-IPO reorganisation
transaction; or

·          in respect of which General Atlantic and the holders of a
Topco Special Majority agree in writing that the pre-emption rights in the
Topco Shareholders' Agreement will not apply (it being noted that, together,
General Atlantic, Andrew Brode and Jonathan Satchell would be able to form a
Topco Special Majority);

Additionally, on any issuance of Preference Shares following the Effective
Date (other than excluded issues as outlined above), 30 per cent. of the
proposed issuance (the "Ordinary Shareholder Allocation") will be allocated to
holders of Ordinary Shares, with each holder of Ordinary Shares having the
right to subscribe for a portion of such Ordinary Shareholder Allocation pro
rata to their holding of the total number of Ordinary Shares on a fully
diluted basis (including the Warrants as if they had all been exercised and
converted into Ordinary Shares in accordance with their terms at the relevant
time). The remaining 70 per cent. of any such Preference Share issue will be
allocated to holders of Preference Shares pro rata to their holding of the
total number of Preference Shares.

Transfers of Rollover Securities including right of first offer

The Rollover Securities will not be transferable during an initial five year
lock-up period (the "Lock-up Period"), save in very limited circumstances such
as where required or permitted pursuant to a reorganisation transaction, or to
close family members, vehicles under their (or their close family's) sole
control, family trust(s) established for tax planning purposes and/or
associates, subject to customary transfer back requirements or otherwise with
the prior consent of the Topco Board and (for so long as General Atlantic
holds the General Atlantic Minimum Shareholding) General Atlantic.

Following the expiration of the Lock-up Period, a Rollover Investor will be
entitled to transfer its Rollover Securities, subject to certain restrictions
in respect of the identity of the proposed transferee and, in circumstances
where the proposed transfer would not result in the proposed transferee
acquiring control of the Topco Group, a right of first offer in favour of each
Topco shareholder holding 10 per cent. or more of the relevant shares. Any
proposed transferee of Rollover Securities:

·          must adhere to the Topco Shareholders' Agreement;

·          must complete any applicable anti-money laundering,
anti-bribery and corruption, sanctions, proceeds of crime, anti-terrorism
financing or know your client checks reasonably required by the Topco Board,
General Atlantic or any other relevant person (including any corporate
administrator) in order to satisfy their and their associates' respective
obligations in respect of any such laws and internal compliance procedures,
and/or any antitrust or regulatory change in control approvals required by any
regulator (which Topco will provide reasonable information and assistance in
obtaining, if required);

·          must not compete with the Topco Group;

·          must not be a U.S. Person;

·          must not be a sanctioned person; and

·          must not be considered by the Topco Board (acting
reasonably) to be a person whose personal or business reputation would mean
that their investment is likely to result in reputational harm to General
Atlantic, its associates or the Topco Group.

Drag-along and tag along

If, following expiry of the Lock-Up Period, General Atlantic or one or more
Topco shareholders together with its associates (each a "Dragging Investor")
proposes to directly or indirectly transfer any of its securities in the Topco
Group to a bona fide third party purchaser which is not affiliated with such
Dragging Investor (and for these purposes, other than with the consent of
General Atlantic for so long as it holds any Preference Shares and/or at least
five per cent. of the Ordinary Shares, each Rollover Investor and their
respective associates will be deemed to be connected to each other Rollover
Investor and their respective associates) as part of a single transaction or
series of connected transactions, which would result in the proposed
transferee acquiring control of the Topco Group, the Dragging Investor will
have a right to "drag along" (i.e., force the sale of) all of the securities
held by the remaining Topco shareholders on terms economically no less
favourable as compared to the Dragging Investor to such third party purchaser.
Where a Topco shareholder is being forced to sell, and the Dragging Investor
will receive any part of their consideration other than in cash, the relevant
Topco shareholder can elect, in its absolute discretion, to receive the fair
market value of such non-cash consideration in cash on equivalent terms to the
Dragging Investor in respect of the relevant part.

Where, following expiry of the Lock-Up Period, one or more Topco shareholders
together with its associates proposes to make a direct or indirect transfer to
a bona fide third party purchaser as part of a single transaction or series of
connected transactions (a "Tag-Along Seller"), the remaining Topco
shareholders will have the following rights to "tag along" (i.e. join in the
sale): (i) a "tag along" right exercisable in respect of all of their Rollover
Securities where the relevant transfer would result in the purchaser acquiring
control of the Topco Group; or (ii) a pro-rata "tag along" right in respect of
their Rollover Securities in the case of a transfer of Ordinary Shares which
would not result in the purchaser acquiring control of the Topco Group. In the
case of (ii) above, the remaining Topco shareholders will be entitled to sell
to the purchaser a pro-rata portion of their Rollover Ordinary Shares and
their B Preference Shares (the latter being calculated as proportion of such
remaining Topco shareholder's holding of Preference Shares as is equal to the
proportion that the Rollover Ordinary Shares to be sold by the Tag-Along
Seller bears to the Tag-Along Seller's aggregate holding of Ordinary Shares).
Any transfer by Topco shareholders of their securities in the Topco Group
under the "tag along" provision will be at the same price. On a "tag along"
sale, Topco shareholders may be required to receive non-cash consideration.
There is no "tag along" right on a transfer of Preference Shares which does
not result in the relevant purchaser acquiring control of the Group.

In circumstances where the proposed transferee will acquire control of the
Topco Group and where any Preference Shares are being transferred by way of
"tag along" sale, the consideration payable for each Preference Share will, at
a minimum, be the applicable Preference Share Redemption Price. Other than
with the consent of General Atlantic for so long as it holds any Preference
Shares, no Rollover Investor or any of its associates will be entitled to
exercise its "drag-along" rights or otherwise participate in an Exit unless
such Exit complies in full with the rights of the holders of A Preference
Shares (including payment of the applicable Preference Share Redemption Price
calculated as at the date of completion of the relevant Exit).

Exit arrangements

Following the sixth anniversary of the Effective Date, General Atlantic will
be entitled to require that all of the Preference Shares are redeemed in full
for a cash amount equal to the applicable Preference Share Redemption Price
and that all of the Ordinary Shares held by it are repurchased by Topco. If
Topco is unable to deliver the foregoing within 12 months, General Atlantic
will have the right to require any share sale, asset sale, IPO, winding-up or
other form of liquidity event relating to the Topco Group (each an "Exit") if
certain criteria set out in the Topco Shareholders' Agreement are satisfied.
In these circumstances, all Rollover Investors are required to take such
action as is reasonably requested by General Atlantic to achieve the Exit
including:

·          assisting in the production and negotiation of such
documentation as is required to effect the Exit;

·          giving such co-operation and assistance as General
Atlantic reasonably requests, which will include, in respect Rollover
Investors who are Qualifying Investors or Substantial Investors, co-operation
and assistance in the preparation of an information memorandum and the giving
of presentations to potential purchasers, investors, financiers and their
advisers;

·          voting in favour of, and instructing any associates to
vote in favour of any shareholders' resolutions and entering into any
arrangements, agreements or transactions proposed by General Atlantic that are
required to prepare for or implement the Exit and otherwise procure the
implementation of the Exit;

·          in the event of a proposed IPO, agreeing and entering
into (if they are considered reasonably necessary or desirable by General
Atlantic or corporate finance advisers advising on the Exit): (i) such
undertakings in relation to the retention, disposal or manner of disposal of
any securities they may receive as consideration for their Securities (known
as "lock-ups"); and (ii) provisions designed to result in an orderly disposal
of securities (or securities received as consideration for their securities)
by the Topco shareholders; and

·          giving customary warranties as to the title to the
securities held by the Rollover Investor in the capital of Topco and its
capacity to sell those securities, and, in the case of each Substantial
Rollover Investor and Qualifying Rollover Investor, customary warranties and
indemnities to potential purchases or underwriters, subject to customary
limitations including, with respect to any business warranties and
indemnities, that such business warranties and indemnities are given on a
"fully insured" basis (provided that warranty and indemnity insurance is
available on commercially reasonable terms (including as to pricing) in
accordance with market practice at the relevant time and in a form reasonably
satisfactory to the purchaser(s)).

The Topco Board will otherwise, in consultation with General Atlantic,
establish the timing, structure, pricing and other terms and conditions of any
Exit (following expiry of the Lock-Up Period) provided that any such Exit: (i)
must be approved by the Topco Board and the consent of General Atlantic must
be obtained; (ii) may not be disproportionately adverse to the economic
(including capital and income rights), tax or legal position of General
Atlantic as compared to the Rollover Investors; and (iii) must, other than
with the consent of General Atlantic for so long as General Atlantic holds any
Preference Shares, comply in full with the rights of the holders of A
Preference Shares (including payment of the applicable Preference Share
Redemption Price calculated as at the date of completion of the Exit). The
Topco Board must take into account the tax and legal considerations submitted
by General Atlantic on the structure and implementation of the Exit.

In circumstances where General Atlantic has triggered an Exit in accordance
with the Topco Shareholders' Agreement, General Atlantic and/or its associates
will have a "drag along" right as described above.

All Rollover Investors are required to take such actions as are reasonably
requested by the Topco Board to achieve any Exit including, in the event of a
proposed IPO, agreeing and entering into (if they are considered necessary or
desirable by the Topco Board (acting reasonably) or corporate finance advisers
advising on the Exit): (i) subject to a proportionate sale right, such
reasonable and customary undertakings in relation to the retention, disposal
or manner of disposal of any securities they may receive as consideration for
their securities (known as "lock-ups"); or (ii) provisions designed to result
in an orderly disposal of securities (or securities received as consideration
for their securities) by the Rollover Investors.

Equivalent cooperation provisions and obligations also apply in relation to
any raising of additional debt or equity financing for or refinancing of the
Topco Group (a "Refinancing").

Upfront discount

General Atlantic will be entitled to charge Topco a fee equal to the Upfront
Discount Amount, which shall be satisfied by: (i) reducing the aggregate
subscription price of the A1 Preference Shares subscribed for by General
Atlantic on or around the Effective Date by the Upfront Discount Amount; and
(ii) paying, on behalf of General Atlantic, the subscription price for the
Upfront Discount A2 Preference Shares to be issued to General Atlantic on or
around the Effective Date (the "Upfront Discount").

Transaction fees and expenses

General Atlantic intends that all costs, fees and expenses in connection with
any Exit, reorganisation transaction or Refinancing as determined by the Topco
Board (acting reasonably) will be borne by the Topco Group (and therefore the
holders of Rollover Securities will bear their pro-rata portion of such
costs).

Power of attorney

Eligible LTG Shareholders who validly elect to receive Rollover Securities by
means of an Alternative Offer will, pursuant to a power of attorney to be
included in the Scheme, deliver a fully executed deed of adherence pursuant to
which they will be bound by the Topco Shareholders' Agreement.

Under the terms of the power of attorney, each Rollover Investor will also
appoint Topco and General Atlantic to act, individually or together, as such
Rollover Investor's attorney to: (i) execute, deliver and sign any and all
agreements and documents; (ii) do all things in the Rollover Investor's name;
and (iii) attend and vote at any Topco shareholder meetings and sign any
written resolutions of Topco, in each case as Topco or General Atlantic may,
in their absolute discretion (in good faith) consider necessary or desirable
to facilitate the enforcement of certain key terms of the Topco Shareholders'
Agreement including (but not limited to) provisions relating to new issues,
transfers of securities, Exits and Refinancings and variations to the Topco
Shareholders' Agreement.

Employment Taxes

Each Rollover Investor will have sole responsibility for declaring and
settling their respective tax liabilities (including all interest and
penalties in relation thereto) in each relevant jurisdiction as a result of,
in respect of, by reference to or in connection with the issue of any Rollover
Securities, Bidco Rollover Securities, Midco 3 Rollover Securities, Midco 2
Rollover Securities and Midco 1 Rollover Securities or otherwise the election
to receive an Alternative Offer, including, without limitation, arising from
the grant, subscription, issuance, acquisition, vesting, exercise, ownership,
holding, transfer, conversion or disposal of such securities, the variation of
any right attaching to or comprising in any such securities, being given the
right or opportunity to acquire any such securities, any other action, event,
transfer, transaction or thing done (whether actual or deemed) at any time in
relation to any such securities (including the waiver of any loan relating to
those securities), or the entry into of any tax election related to such
securities.

Under the Topco Shareholders' Agreement, the holders of Rollover Securities
agree that the Topco Group may, where applicable, make deductions from salary,
bonuses or other employment income of the relevant holder for the relevant
period or any subsequent period, in order to account for any such tax
liability borne by the Topco Group on behalf of the relevant Rollover
Investor.

To the extent that any such deductions are insufficient to cover any such
taxes due within 60 calendar days of such tax arising (or such shorter time as
may be required by law or regulation or as deemed necessary or desirable by
the Topco Group in order to minimise such tax), each holder of Rollover
Securities severally covenants to pay (to the extent permitted by law) to the
relevant Topco Group company (on an after-tax basis) an amount equal to the
balance of any such taxes which are due, within 10 calendar days of demand by
the Topco Group.

Governing law and jurisdiction

The Topco Shareholders' Agreement and any non-contractual obligations arising
out of or in connection with it will be governed by English law. The courts of
England will have exclusive jurisdiction to settle any dispute which may arise
out of or in connection with Topco Shareholders' Agreement and any proceedings
arising out of or in connection with it must be brought in such courts. The
parties to the Topco Shareholders' Agreement (including the Rollover
Investors) will be required to irrevocably submit to the jurisdiction of the
English courts and will waive any objection to proceedings in any such court
on the ground of venue or on the ground that the proceedings have been brought
in an inconvenient forum.

 

6.

APPENDIX V

CONFIRMATIONS BY THE LTG DIRECTORS

 

On 17 September 2024, LTG announced its half year results for the six months
ended 30 June 2024. As part of that announcement, the following statement (the
"LTG Statement") regarding the current trading and outlook for the full
financial year to 31 December 2024 was published:

"The Group previously expected revenue to be in the range of £480 to £500
million and adjusted EBIT to be in the range of £88 to £93 million for FY
2024 (adjusting for the completion of the sale of Vector on 1 July). This
range was based on an average GBP:USD rate of 1.26 for H2 2024. Based on an
average GBP:USD rate of 1.31 for H2, the ranges adjust to £473 to £493
million of revenue and adjusted EBIT of £86 to £91 million for FY 2024
(adjusting for the completion of the sale of Vector on 1 July). The Board
expects the Group to be towards the bottom of the range given current trading,
in particular at GP Strategies."

The LTG Statement is made again today in paragraph 9.

The LTG Statement was originally published before the start of the Offer
Period. The requirements of Rule 28.1(c) of the Code apply in relation to the
LTG Statement.

Basis of preparation and confirmation

The LTG Directors confirm that the LTG Statement remains valid and confirm
that the LTG Statement has been properly compiled on the basis of the
assumptions stated below and that the basis of accounting used is consistent
with LTG's accounting policies.

Assumptions

The LTG Statement was prepared on the basis of the following assumptions, any
of which could turn out to be incorrect and therefore affect the validity of
the LTG Statement:

Factors within the influence and control of the LTG Directors

·          There is no material change in the operational strategy
of the Group from the date of this Announcement.

·          There will be no further acquisitions or disposals that
will have a material impact on LTG's results beyond those already announced
prior to 3 December 2024.

·          There is no material change to the Group's existing and
prospective customer contracts or agreements since 3 December 2024.

·          There are no material strategic investments over and
above those currently planned, including the hiring of additional employees.

·          There will be no change in the Group's costs over and
above those currently planned and anticipated.

·          The LTG Statement does not include any impact on LTG or
the Group of the Acquisition.

·          LTG's current accounting policies will be consistently
applied until at least the end of LTG's current financial year ending on 31
December 2024.

Factors outside the influence or control of the LTG Directors

·          There will be no material macroeconomic change in the
principal markets and regions in which the Group operates.

·          There will be no material adverse events that will have a
significant impact on LTG's financial results.

·          There will be no material impact from the launch of new
software products or services, which will have an impact on customer demand
and acceptance and supply of the Group's products and services, which will
have a significant impact on LTG's financial results.

·          There will be no changes in interest rates, bases of
taxation, regulatory environment or legislation that have a material impact on
the Group, including in relation to operations or accounting policies.

·          There will be no material changes in customer demand for
the Group's software products or services or the competitive environment in
which the Group operates.

·          There will be no business disruptions that materially
affect the Group or its partners.

·          There will be no significant and sustained weakening or
strengthening of sterling against the currencies of the major territories in
which the Group operates.

·          There will be no material litigation that will have a
significant impact on LTG' financial results.

Other important factors and information are contained in LTG's most recent
annual report and accounts for the 12 months ended 31 December 2023 (including
the risks summarised in the section entitled "Principal Risks and
Uncertainties"), LTG's most recent interim report for the six months ended 30
June 2024, and LTG's other periodic filings and statements available at
https://www.ltgplc.com/ (https://www.ltgplc.com/) .

APPENDIX VI

DEFINITIONS

 

The following definitions apply throughout this Announcement unless the
context requires otherwise:

 "A Preference Shares"                    the A1 Preference Shares and the A2 Preference Shares;
 "A1 Preference Shares"                   the cumulative redeemable A preference shares in the capital of Topco, having
                                          the rights of "A1 Preference Shares" set out in the Topco Articles;
 "A2 Preference Shares"                   the redeemable A preference shares in the capital of Topco, having the rights
                                          of "A2 Preference Shares" set out in the Topco Articles;
 "Acquisition"                            the proposed acquisition by Bidco of the entire issued, and to be issued,
                                          ordinary share capital of LTG (if and to the extent not already directly or
                                          indirectly owned by Bidco), by means of the Scheme, or should Bidco so elect
                                          (subject to the consent of the Panel, where necessary, and the terms of the
                                          Co-operation Agreement) by means of an Offer and, where the context admits,
                                          any subsequent revision, variation, extension or renewal thereof;
 "Adjusted EBIT"                          the "Reported Adjusted EBIT" as defined in the consolidated annual report and
                                          accounts of the Group for the financial year ended 31 December 2023, pro forma
                                          for the disposals of VectorVMS, Lorien Engineering Solutions and TTi Global;
 "AI"                                     artificial intelligence;
 "AIM"                                    AIM, a market operated by the London Stock Exchange;
 "AIM Rules"                              AIM Rules for Companies as published by the London Stock Exchange;
 "Alternative Offer"                      either of the alternatives to the Cash Offer pursuant to which each eligible
                                          LTG Shareholder who makes a valid election may elect to receive Rollover
                                          Securities, via the issue of rollover loan notes in exchange for some or all
                                          of their LTG Shares held, which loan notes will, subject to implementation of
                                          the Rollover Mechanism, ultimately be exchanged for the relevant Rollover
                                          Securities, subject to the terms and conditions set out in this Announcement
                                          and to be set out in the Scheme Document (or, if applicable, the Offer
                                          Document) in due course, further details of which are set out in paragraphs 4
                                          and 13 and Appendix IV;
 "Alternative Offer 1"                    has the meaning given to it in paragraph 13;
 "Alternative Offer 2"                    has the meaning given to it in paragraph 13;
 "Alternative Offer Cap"                  has the meaning given to it in paragraph 13;
 "Announcement"                           this announcement;
 "Arrears"                                in relation to any Preference Share other than an A2 Preference Share, all
                                          accruals and arrears of any dividend or other monies payable in respect of, or
                                          otherwise in relation to, that Preference Share which have not been paid
                                          (including for the avoidance of doubt any accrued and outstanding Preference
                                          Dividend, but excluding any cash amounts actually paid on such Preference
                                          Share by way of settlement of the Preference Dividend, without double
                                          counting);
 "Articles"                               the articles of association of LTG from time to time;
 "Authorisations"                         regulatory authorisations, orders, recognitions, grants, consents, clearances,
                                          confirmations, certificates, licences, permissions or approvals;
 "B Preference Shares"                    the B preference shares in the capital of Topco having the rights of "B
                                          Preference Shares" set out in the Topco Articles;
 "Bidco"                                  Leopard UK Bidco Limited (or if General Atlantic elects, a nominee or
                                          wholly-owned subsidiary of General Atlantic notified in writing to LTG prior
                                          to publication of the Scheme Document (or, if applicable, the Offer
                                          Document));
 "Bidco Group"                            Bidco and its subsidiary undertakings and where the context permits, each of
                                          them;
 "Bidco Rollover Securities"              has the meaning given to it in paragraph 3 of Appendix IV;
 "Blocking Law"                            (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November
                                          1996 (or any law or regulation implementing such Regulation in any member
                                          state of the European Union); or (ii) any provision of Council Regulation (EC)
                                          No 2271/1996 of 22 November 1996, as it forms part of domestic law of the
                                          United Kingdom by virtue of the European Union (Withdrawal) Act 2018;
 "Business Day"                           a day (other than Saturdays, Sundays and public holidays in the UK) on which
                                          banks are open for business in London, New York and Jersey;
 "CAGR"                                   the compound annual growth rate;
 "Cash Offer"                             has the meaning given to it in paragraph 2;
 "Clearances"                             any approvals, authorisations, certificates, consents, comfort letters,
                                          clearances, determinations, exemptions, findings of suitability, permissions,
                                          confirmations and/or waivers that are required or may need to be obtained, all
                                          filings that are required or may need to be made, all waiting periods that are
                                          required or may need to have expired, from or under any laws, regulations or
                                          practices applied by any Relevant Authority (or under any agreements or
                                          arrangements to which any Relevant Authority is a party), in each case that
                                          are considered by Bidco to be necessary and/or advisable to satisfy one or
                                          more of the Regulatory Conditions;
 "Closing Price"                          the closing middle market price of a LTG Share on a particular trading day as
                                          derived from the AIM Appendix to the Daily Official List;
 "CMA"                                    has the meaning given to it in Condition 3(a) of Part A of Appendix I;
 "Code"                                   the City Code on Takeovers and Mergers;
 "Companies Act"                          the Companies Act 2006 (as amended from time to time);
 "Conditions"                             the conditions to the implementation of the Acquisition, as set out in
                                          Appendix I and to be set out in the Scheme Document;
 "Confidentiality Agreement"              the confidentiality agreement dated 9 July 2024 between GASC APF, L.P. and LTG
                                          relating to the Acquisition, as described in paragraph 12;
 "Co-operation Agreement"                 the co-operation agreement dated 4 December 2024 between Bidco and LTG
                                          relating to, among other things, the implementation of the Acquisition, as
                                          described in paragraph 12;
 "Corporate Services Provider"            CSC Corporate Services (Jersey) Limited, Topco's corporate services provider
                                          in Jersey (being an entity authorised to carry out trust company business
                                          under the Financial Services (Jersey) Law 1998);
 "Court"                                  the High Court of Justice in England and Wales;
 "Court Meeting"                          the meeting of LTG Shareholders to be convened pursuant to an order of the
                                          Court under the Companies Act for the purpose of considering and, if thought
                                          fit, approving the Scheme (with or without amendment), including any
                                          adjournment thereof, notice of which is to be contained in the Scheme
                                          Document;
 "Court Order"                            the order of the Court sanctioning the Scheme;
 "CREST"                                  the system for the paperless settlement of trades in securities and the
                                          holding of uncertificated securities operated by Euroclear;
 "Daily Official List"                    the Daily Official List published by the London Stock Exchange;
 "Deutsche Numis"                         Numis Securities Limited (which is trading for these purposes as Deutsche
                                          Numis);
 "Disclosed"                              the information fairly disclosed by or on behalf of LTG: (i) in the
                                          consolidated annual report and accounts of the Group for the financial year
                                          ended 31 December 2023; (ii) in the interim results of the Group for the six
                                          months ended 30 June 2024; (iii) in any other announcement to a Regulatory
                                          Information Service prior to the date of this Announcement; (iv) in this
                                          Announcement; or (v) in the virtual data room operated by or on behalf of LTG
                                          for the purposes of the Acquisition prior to 3 December 2024;
 "Dealing Disclosure"                     has the same meaning as in Rule 8 of the Code;
 "Dragging Investor"                      has the meaning given to it in paragraph 5 of Appendix IV;
 "EA"                                     has the meaning given to it in Condition 3(a) of Part A of Appendix I;
 "Effective"                              in the context of the Acquisition:

                                          (a)        if the Acquisition is implemented by way of the Scheme, the
                                          Scheme having become effective pursuant to its terms; or

                                          (b)        if the Acquisition is implemented by way of an Offer, such
                                          Offer having been declared and become unconditional in accordance with the
                                          Code;
 "Effective Date"                         the date on which either: (i) the Scheme becomes effective in accordance with
                                          its terms; or (ii) if Bidco elects (subject to the consent of the Panel, where
                                          necessary, and the terms of the Co-operation Agreement) to implement the
                                          Acquisition by way of an Offer, the date on which such Offer becomes or is
                                          declared unconditional;
 "Euroclear"                              Euroclear UK & Ireland International Limited;
 "Exit"                                   has the meaning given to it in paragraph 5 of Appendix IV;
 "FCA"                                    the Financial Conduct Authority acting in its capacity as the Authority
                                          competent authority for the purposes of Part VI of the UK Financial Services
                                          and Markets Act 2000;
 "Form(s) of Election"                    the form(s) of election for use by LTG Shareholders electing for an
                                          Alternative Offer which will accompany (or be made available with) the Scheme
                                          Document;
 "Forms of Proxy"                         the forms of proxy in connection with each of the Court Meeting and the
                                          General Meeting, which will accompany (or be made available with) the Scheme
                                          Document;
 "FSMA"                                   the Financial Services and Markets Act 2000 (as amended);
 "General Atlantic"                       GASC APF, L.P. and certain of its managed funds (including Atlantic Park),
                                          accounts and/or affiliates;
 "General Atlantic Minimum Shareholding"  has the meaning given to it in paragraph 5 of Appendix IV;
 "General Meeting"                        the general meeting of LTG Shareholders (including any adjournment thereof) to
                                          be convened in connection with the Scheme;
 "GP Strategies"                          GP Strategies Corporation;
 "Goldman Sachs"                          Goldman Sachs International;
 "Group"                                  LTG and its subsidiary undertakings and, where the context permits, each of
                                          them;
 "GWB"                                    has the meaning given to it in Condition 3(a) of Part A of Appendix I;
 "Hedging Instrument"                     means the foreign exchange confirmation entered into by Bidco on or around the
                                          date of this Announcement;
 "HSBC"                                   HSBC Bank plc;
 "IFRS"                                   International Financial Reporting Standards;
 "Independent LTG Directors"              the LTG Directors other than Andrew Brode and Jonathan Satchell;
 "Interim Facilities Agreement"           the interim facilities agreement between, among others, Bidco as company, the
                                          Original Interim Lenders (as defined therein), Alter Domus Agency Services
                                          (UK) Limited as interim facility agent and Alter Domus Trustees (UK) Limited
                                          as interim security agent dated 4 December 2024;
 "Intermediate Midcos"                    each of Midco 1, Midco 2 and Midco 3;
 "Investor Majority"                      has the meaning given to it in paragraph 5 of Appendix IV;
 "IPO"                                    an initial public offering;
 "Issue Price"                            in respect of each Preference Share and each Ordinary Share, the price at
                                          which such Preference Share or Ordinary Share is issued, being the aggregate
                                          of the amount paid up or credited as paid up in respect of the nominal value
                                          thereof and any share premium thereon;
 "KYC Form(s)"                            the forms(s) for completion of the "know your customer" checks in connection
                                          with the Rollover Securities, which will accompany (or be made available with)
                                          the Scheme Document;
 "Lock-up Period"                         has the meaning given to it in paragraph 5 of Appendix IV;
 "London Stock Exchange"                  London Stock Exchange plc;
 "Long-Stop Date"                         30 June 2025, or such later date: (i) as may be agreed by Bidco and LTG (with
                                          the Panel's consent, if required); (ii) in a competitive situation, as Bidco
                                          may specify with the Panel's consent; or (iii) as the Panel may direct under
                                          the Note on Section 3 of Appendix 7 to the Code (or, where the Acquisition is
                                          implemented by way of an Offer, under Rule 12.1(a)(ii)), and in each case as
                                          the Court may approve (if such approval(s) are required);
 "LTG"                                    Learning Technologies Group plc;
 "LTG Board"                              the board of directors of LTG as at the date of this Announcement, or, where
                                          the context so requires, the directors of LTG from time to time;
 "LTG Directors"                          the directors of LTG at the time of this Announcement or, where the context so
                                          requires, the directors of LTG from time to time;
 "LTG Share Plans"                         (i) the In-Deed Online PLC Enterprise Management Incentive (EMI) Share
                                          Options Plan; (ii) the Learning Technologies Group Plc Nominal Cost Option
                                          Plan; (iii) LTG Long Term Incentive Plan; (iv) The Learning Technologies Group
                                          plc Sharesave Scheme; (v) The Learning Technologies Group plc Employee Stock
                                          Purchase Plan; (vi) the Learning Technologies Group PLC U.S. Employee Stock
                                          Purchase Plan; and (vii) the LTG Peak Performance Trust;
 "LTG Shareholders"                       the holders of LTG Shares;
 "LTG Shares"                             the existing unconditionally allotted or issued and fully paid ordinary shares
                                          of £0.00375 each in the capital of LTG and any further shares which are
                                          unconditionally allotted or issued before the Scheme becomes Effective;
 "LTG Statement"                          has the meaning given in Appendix V;
 "Meetings"                               the Court Meeting and General Meeting;
 "Midco 1"                                Leopard UK Topco Limited;
 "Midco 1 Rollover Securities"            has the meaning given to it in paragraph 3 of Appendix IV;
 "Midco 2"                                Leopard UK Midco I Limited;
 "Midco 2 Rollover Securities"            has the meaning given to it in paragraph 3 of Appendix IV;
 "Midco 3"                                Leopard UK Midco II Limited;
 "Midco 3 Rollover Securities"            has the meaning given to it in paragraph 3 of Appendix IV;
 "Minority Protection Situation"          has the meaning given to it in paragraph 13;
 "Non-Independent LTG Directors"          each of Andrew Brode and Jonathan Satchell or such other LTG Director which
                                          LTG considers not to be independent of Bidco from time to time;
 "NSI Act"                                has the meaning given to it in Condition 3(b) of Part A of Appendix I;
 "Offer"                                  should the Acquisition be implemented by way of a takeover offer as defined in
                                          Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on
                                          behalf of Bidco to acquire the entire issued, and to be issued, ordinary share
                                          capital of LTG on the terms and conditions to be set out in the related offer
                                          document (and, where the context admits, any subsequent revision, variation,
                                          extension or renewal of such takeover offer);
 "Offer Document"                         should the Acquisition be implemented by way of an Offer, the document to be
                                          sent to LTG Shareholders which will contain, amongst other things, the terms
                                          and conditions of the Offer;
 "Offer Period"                           the offer period (as defined by the Code) relating to LTG, which commenced on
                                          27 September 2024;
 "Opening Position Disclosure"            has the same meaning as in Rule 8 of the Code;
 "Ordinary Shareholder Allocation"        has the meaning given to it in paragraph 5 of Appendix IV;
 "Ordinary Shares"                        the ordinary shares in the capital of Topco having the rights of "Ordinary
                                          Shares" set out in the Topco Articles;
 "Overseas Shareholders"                  LTG Shareholders (or nominees of, or custodians or trustees for LTG
                                          Shareholders) not resident in, or nationals or citizens of the United Kingdom;
 "Panel"                                  the Panel on Takeovers and Mergers;
 "Phase 1 CMA Investigation"              has the meaning given to it in Condition 3(a) of Part A of Appendix I;
 "Phase 2 CMA Investigation"              has the meaning given to it in Condition 3(a) of Part A of Appendix I;
 "PJT Partners"                           PJT Partners (UK) Limited;
 "Pre Approved Funding"                   has the meaning given to it in paragraph 4 of Appendix IV;
 "Preference Dividend"                    has the meaning given to it in paragraph 5 of Appendix IV;
 "Preference Share Adjustment Amount"     any amounts in respect of the Preference Dividend actually paid in cash on the
                                          relevant Preference Share (other than any A2 Preference Share) at any time
                                          prior to the date of calculation;
 "Preference Share Redemption Price"      in relation to each Preference Share, where the date on which the Preference
                                          Shares are redeemed in accordance with the Topco Shareholders' Agreement and
                                          the Topco Articles occurs:

                                          (a)        at any time following the Effective Date but before (and
                                          including) the second anniversary of the Effective Date, an amount equal to
                                          the higher of: (i) in the case of each A1 Preference Share: (A) the factor of
                                          1.42 multiplied by the Issue Price of such A1 Preference Share, less the
                                          Preference Share Adjustment Amount; and (B) the Prevailing Amount; (ii) in the
                                          case of each A2 Preference Share, the Issue Price of such A2 Preference Share;
                                          and (iii) in the case of each B Preference Share: (A) the factor of 1.45
                                          multiplied by the Issue Price of such B Preference Share, less the Preference
                                          Share Adjustment Amount; and (B) the Prevailing Amount;

                                          (b)        at any time after (and excluding) the second anniversary of
                                          the Effective Date but before (and including) the third anniversary of the
                                          Effective Date, an amount equal to the higher of: (i) in the case of each A1
                                          Preference Share: (A) the factor of 1.47 multiplied by the Issue Price of such
                                          A1 Preference Share, less the Preference Share Adjustment Amount; and (B) the
                                          Prevailing Amount; (ii) in the case of each A2 Preference Share, the Issue
                                          Price of such A2 Preference Share; and (iii) in the case of each B Preference
                                          Share: (A) the factor of 1.50 multiplied by the Issue Price of such B
                                          Preference Share, less the Preference Share Adjustment Amount; and (B) the
                                          Prevailing Amount;

                                          (c)        at any time after (but excluding) the third anniversary of
                                          the Effective Date but before (and including) the fourth anniversary of the
                                          Effective Date, an amount equal to the higher of: (i) in the case of each A1
                                          Preference Share: (A) the factor of 1.52 multiplied by the Issue Price of such
                                          A1 Preference Share, less the Preference Share Adjustment Amount; and (B) the
                                          Prevailing Amount; (ii) in the case of each A2 Preference Share, the Issue
                                          Price of such A2 Preference Share; and (iii) in the case of each B Preference
                                          Share: (A) the factor of 1.55 multiplied by the Issue Price of such B
                                          Preference Share, less the Preference Share Adjustment Amount; and (B) the
                                          Prevailing Amount;

                                          (d)       at any time after (and excluding) the fourth anniversary of
                                          the Effective Date, an amount equal to the higher of: (i) in the case of each
                                          A1 Preference Share: (A) the factor of 1.62 multiplied by the Issue Price of
                                          such A1 Preference Share, less the Preference Share Adjustment Amount; and (B)
                                          the Prevailing Amount; (ii) in the case of each A2 Preference Share, the Issue
                                          Price of such A2 Preference Share; and (iii) in the case of each B Preference
                                          Share: (A) the factor of 1.65 multiplied by the Issue Price of such B
                                          Preference Share, less the Preference Share Adjustment Amount; and (B) the
                                          Prevailing Amount;
 "Preference Shares"                      the A Preference Shares and the B Preference Shares;
 "Prevailing Amount"                      in respect of each A1 Preference Share and B Preference Share, the sum of:

                                          (a)        the Issue Price of such A1 Preference Share or B Preference
                                          Share (as applicable); and

                                          (b)        an amount equal to the Arrears on that A1 Preference Share
                                          or B Preference Share (as applicable);
 "Qualifying Investor"                    has the meaning given to it in paragraph 5 of Appendix IV;
 "Refinancing"                            has the meaning given to it in paragraph 5 of Appendix IV;
 "Registrar of Companies"                 the Registrar of Companies in England and Wales;
 "Regulatory Conditions"                  Conditions 3(a) to 3(e) (inclusive) of Part A of Appendix I;
 "Regulatory Information Service"         any information service authorised from time to time by the FCA for the
                                          purpose of disseminating regulatory announcements;
 "Relevant Authority"                     any central bank, ministry, governmental, quasi-governmental, national,
                                          supranational (including the European Union), statutory, regulatory,
                                          environmental, administrative, supervisory, fiscal or investigative body or
                                          authority (including any national or supranational antitrust, competition,
                                          merger control or regulatory (including financial regulatory) authority, any
                                          sectoral ministry or regulator and any foreign direct investment review body),
                                          municipal or local government (including any subdivision, court,
                                          administrative agency or commission or other authority thereof) or any entity
                                          owned or controlled by them, tribunal, court, private body exercising any
                                          regulatory, taxing, importing, foreign investment or other authority or trade
                                          agency, association, institution, employee representative body or any other
                                          body (including any professional or environmental body) or person whatsoever
                                          in any relevant jurisdiction, including the Panel and the London Stock
                                          Exchange;
 "Resolution"                             the resolution to be proposed at the General Meeting in connection with the
                                          implementation of the Acquisition;
 "Restricted Jurisdiction"                any jurisdiction where local laws or regulations may result in a significant
                                          risk of civil, regulatory or criminal exposure if information concerning the
                                          Acquisition is sent or made available to LTG Shareholders;
 "Rollover Investor"                      any holder of Rollover Securities (excluding, for the avoidance of doubt,
                                          General Atlantic);
 "Rollover Investor Majority"             has the meaning given to it in paragraph 5 of Appendix IV;
 "Rollover Mechanism"                     has the meaning given to it in paragraph 3 of Appendix IV;
 "Rollover Ordinary Shares"               the Ordinary Shares ultimately issued to LTG Shareholders who validly elect to
                                          receive some or all of the consideration for their LTG Shares by means of an
                                          Alternative Offer;
 "Rollover Securities"                    the Rollover Ordinary Shares and/or the B Preference Shares available to LTG
                                          Shareholders under the relevant Alternative Offer, in each case as applicable
                                          and as the context requires;
 "Sanction Hearing"                       the hearing by the Court of the application to sanction the Scheme under Part
                                          26 of the Companies Act;
 "Scaling Back"                           has the meaning given to it in paragraph 13;
 "Scheme"                                 the proposed scheme of arrangement under Part 26 of the Companies Act between
                                          LTG and the LTG Shareholders in connection with the Acquisition, with or
                                          subject to any modification, addition or condition approved or imposed by the
                                          Court and agreed by LTG and Bidco;
 "Scheme Document"                        the document to be sent to LTG Shareholders containing, amongst other things,
                                          the Scheme and the notices convening the Court Meeting and the General
                                          Meeting;
 "Scheme Record Time"                     the time and date to be specified as such in the Scheme Document, expected to
                                          be 6.00 p.m. (London time) on the day of the Sanction Hearing, or such other
                                          time as Bidco and LTG may agree;
 "SEC"                                    the United States Securities and Exchange Commission;
 "Significant Interest"                   in relation to an undertaking, a direct or indirect interest of 30 per cent.
                                          or more of the total voting rights conferred by the equity share capital of
                                          such undertaking;
 "Substantial Investor"                   has the meaning given to it in paragraph 5 of Appendix IV;
 "Tag-Along Seller"                       has the meaning given to it in paragraph 5 of Appendix IV;
 "Third Party"                            each of a central bank, government or governmental, quasi-governmental,
                                          supranational, statutory, regulatory, environmental, administrative, fiscal or
                                          investigative body, court, trade agency, association, institution,
                                          environmental body, employee representative body or any other body or person
                                          whatsoever in any jurisdiction;
 "Topco"                                  Leopard Jersey Topco Limited;
 "Topco Articles"                         the articles of association of Topco (as amended from time to time);
 "Topco Board"                            the board of directors of Topco, from time to time;
 "Topco Group"                            Topco and its subsidiary undertakings from time to time, including, for the
                                          avoidance of doubt, the Group with effect from the Effective Date;
 "Topco Shareholders' Agreement"          the shareholders' agreement to be entered into by the holders of securities of
                                          Topco;
 "Topco Special Majority"                 holders of 75 per cent. of the total number of Ordinary Shares on a fully
                                          diluted basis (including the Warrants as if they had all been exercised and
                                          converted into Ordinary Shares in accordance with their terms at the relevant
                                          time);
 "United Kingdom" or "UK"                 the United Kingdom of Great Britain and Northern Ireland;
 "United States" or "U.S."                the United States of America, its territories and possessions, any state of
                                          the United States of America, the District of Columbia and all other areas
                                          subject to its jurisdiction and any political sub-division thereof;
 "Upfront Discount"                       has the meaning given to it in paragraph 5 of Appendix IV;
 "Upfront Discount Amount"                the product of (3/100) * C, where C is the aggregate Issue Price of the A1
                                          Preference Shares (including, for the avoidance of doubt, any A1 Preference
                                          Shares issued to General Atlantic and/or its associates in connection with the
                                          Pre Approved Funding) issued to General Atlantic and/or its associates on or
                                          around the Effective Date;
 "Upfront Discount A2 Preference Shares"  such number of fully paid A2 Preference Shares issued to General Atlantic for
                                          an aggregate subscription price equal to the Upfront Discount Amount, provided
                                          that where the resulting amount is not a whole number, the number of Upfront
                                          Discount A2 Preference Shares shall be rounded down to the nearest whole
                                          number;
 "U.S. Exchange Act"                      the United States Securities Exchange Act 1934 (as amended);
 "U.S. Holder"                            a holder of the applicable security who is resident in the United States,
                                          where securities held of record by persons resident in the United States shall
                                          be determined as provided in Rule 12g5-1 of the U.S. Exchange Act, except that
                                          securities held of record by a broker, dealer, bank or nominee for any of them
                                          for the accounts of customers resident in the United States shall be counted
                                          as held in the United States by the number of separate accounts for which the
                                          securities are held;
 "U.S. Holders Cap"                       has the meaning given to it in paragraph 13;
 "U.S. Person"                            a U.S. person as defined in Regulation S under the U.S. Securities Act and any
                                          nominee thereof;
 "U.S. Securities Act"                    the United States Securities Act of 1933 (as amended);
 "Warrant Instrument"                     the warrant instrument to be executed by Topco on or around the Effective Date
                                          constituting the Warrants;
 "Warrants"                               the equity warrants of the Company constituted by the Warrant Instrument,
                                          which are each exercisable at any time with a US$0.001 exercise price and
                                          which shall, upon exercise and payment of such exercise price and subject to
                                          the terms of the Warrant Instrument, in respect of each Warrant entitle the
                                          warrant holder to be allotted and issued a fully paid Ordinary Share which
                                          shall rank pari passu in all respects with the Ordinary Shares then in issue
                                          and "Warrant" means any one of them;
 "Wider Bidco Group"                      Bidco and associated undertakings and any other body corporate, partnership,
                                          joint venture or person in which Bidco and all such undertakings (aggregating
                                          their interests) have a Significant Interest; and
 "Wider Learning Technologies Group"      LTG and associated undertakings and any other body corporate, partnership,
                                          joint venture or person in which LTG and such undertakings (aggregating their
                                          interests) have a Significant Interest.

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Companies Act.

All references to "sterling", "£", "pence" and "GBP" are to the lawful
currency of the United Kingdom.

All references to "US$", "USD" and "U.S. dollars" are to the lawful currency
of the United States.

All the times referred to in this Announcement are London times unless
otherwise stated.

References to the singular include the plural and vice versa.

 1        On a pro forma basis to exclude any contribution from
VectorVMS, Lorien Engineering Solutions and TTi Global businesses that were
divested by LTG in 2024.

 2        On a pro forma basis to exclude any contribution from
VectorVMS, Lorien Engineering Solutions and TTi Global businesses that were
divested by LTG in 2024.

 3        On a pro forma basis to exclude any contribution from
VectorVMS, Lorien Engineering Solutions and TTi Global businesses that were
divested by LTG in 2024.

 4        On a pro forma basis to exclude any contribution from
VectorVMS, Lorien Engineering Solutions and TTi Global businesses that were
divested by LTG in 2024.

 5        The range included a contribution from VectorVMS of revenue of
£4.1 million and Adjusted EBIT of £2.3 million during the first six months
of the 2024 financial year.

 6        As the Ordinary Shares are denominated in U.S. dollars and the
value of the consideration payable per LTG Share is denominated in GBP, the
applicable GBP:USD exchange rate will be the same rate as is set pursuant to
the terms of the Hedging Instrument, the range of which will be between a
GBP:USD exchange rate of 1:1.27410 to 1:1.27759. This exact rate to be applied
will not be known until on or following the Effective Date.

 7        As the Preference Shares are denominated in U.S. dollars and
the value of the consideration payable per LTG Share is denominated in GBP,
the applicable GBP:USD exchange rate will be the same rate as is set pursuant
to the terms of the Hedging Instrument, the range of which will be between a
GBP:USD exchange rate of 1:1.27410 to 1:1.27759. This exact rate to be applied
will not be known until on or following the Effective Date.

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