General Atlantic Svc Learning Technol.Grp - Offer Update
28/01/2025 16:36
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RNS Number : 0088V General Atlantic Service Company LP 28 January 2025
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
THIS ANNOUNCEMENT CONTAIN INSIDE INFORMATION
FOR IMMEDIATE RELEASE
28 January 2025
RECOMMENDED FINAL* 1 OFFER
for
Learning Technologies Group plc ("LTG")
by
Leopard UK Bidco Limited ("Bidco")
(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"))
Offer Update & No Increase Statement
On 4 December 2024, the board of Bidco and the Independent LTG Directors
announced (the "Original Announcement") that they had reached agreement on the
terms and conditions of a recommended acquisition by Bidco of the entire
issued, and to be issued, ordinary share capital of LTG (the "Acquisition").
The Acquisition is being implemented by means of a Court-approved scheme of
arrangement between LTG and LTG Shareholders (the "Scheme") under Part 26 of
the Companies Act 2006 (the "Companies Act").
The scheme document in relation to the Scheme was posted to LTG Shareholders
on 20 December 2024 (the "Scheme Document"). On 15 January 2025, LTG announced
that it had reached a view that it was in the best interests of LTG and LTG
Shareholders taken as a whole to adjourn the Court Meeting and the General
Meeting in connection with the Scheme to provide further time for discussions
with LTG Shareholders and to allow LTG Shareholders additional time to
consider the Acquisition (the "Adjournment Announcement"). The Adjourned Court
Meeting and the Adjourned General Meetings were each adjourned on 16 January
2025 and are now to be held on 6 February 2025. A supplementary circular in
relation to the Adjourned Court Meeting and the Adjourned General Meeting was
posted to LTG Shareholders on 27 January 2025 (the "Adjournment Circular").
On 24 January 2025, LTG announced a full year trading update and an update on
Affirmative Action and DEI in USA (the "Full Year Trading Update").
Offer Update & No Increase Statement
Bidco confirms that since the Original Announcement, LTG and Bidco have
engaged with LTG Shareholders in relation to the terms of the Acquisition.
Bidco notes that in the Full Year Trading Update, LTG confirmed that it
expected President Trump's rescission of Executive Order 11246 to have a
highly material impact on Revenue and Adjusted EBIT at Affirmity for 2025 and
beyond.
Bidco notes the materiality of Affirmity within LTG, with Affirmity having
generated c.$21m of revenue and c.$10m of Adjusted EBIT in 2024.
Bidco also notes that, historically, Affirmity has been accretive to LTG's
overall growth and margin. In particular, LTG announced growth in Affirmity in
FY23 of approximately 9% and reiterated healthy growth for Affirmity in H1
2024 (against the wider LTG group's revenue decline), and Bidco further notes
that Affirmity's EBIT margin is nearly three times the consolidated EBIT
margin for the LTG group as a whole, based on the Full Year Trading Update.
Bidco urges LTG Shareholders to consider the potential ongoing impact of the
rescission of Executive Order 11246 on LTG's financial profile and the speed
at which LTG can return to growth.
Bidco notes that, in the Full Year Trading Update, LTG also announced that
FY24 revenues declined by c.5% on an organic constant currency basis as
ongoing macroeconomic, political and AI uncertainty continued to affect
customer budgets for LTG's technologies and services.
Bidco considers the financial terms of the Acquisition (as set out in the
Scheme Document) to reflect full and fair value for LTG, in particular in
light of the updates provided in the Full Year Trading Update.
Accordingly, the board of Bidco today confirms that the Cash Offer (of 100
pence per LTG Share) and each of the Alternative Offers is final and will not
be increased, except that Bidco reserves the right to vary the financial terms
of the Acquisition (including the ratio of either Alternative Offer and/or
otherwise increase the offer price and/or otherwise improve the terms of the
Cash Offer or either Alternative Offer): (i) if there is an announcement on or
after the date of this announcement of a possible offer or a firm intention to
make an offer for LTG by any third party; or (ii) if the Panel otherwise
provides its consent (which would only occur in wholly exceptional
circumstances).
In accordance with Rule 35.1 of the Code, if the Acquisition lapses, except
with the consent of the Takeover Panel, Bidco will not be able to make an
offer for LTG for at least twelve months.
Dividends
In accordance with Note 5 on Rule 32.2 of the Code, if, on or after the date
of the Original Announcement, 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 will 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 the consideration payable under the terms of the Cash Offer (or
consideration due under the Alternative Offers) is reduced in accordance with
this paragraph, it 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 Cash Offer (or the Alternative Offers).
Adjourned Court Meeting and Adjourned General Meeting
LTG Shareholders are reminded that, pursuant to the Adjournment Announcement,
the Adjourned Court Meeting and the Adjourned General Meeting (each as defined
in the Adjournment Announcement), notices of which are set out in Part 12 and
Part 13 of the Scheme Document, respectively, will be held on 6 February 2025
at 10.00 a.m. and 10.15 a.m. (or, if later, as soon as the Court Meeting has
concluded or has been further adjourned), respectively, at the offices of
Deutsche Numis at 45 Gresham Street, London, EC2V 7BF.
Action to be taken by LTG Shareholders
As noted above, the Adjourned Court Meeting and the Adjourned General Meeting
have both been adjourned to be held on 6 February 2025.
Forms of Proxy in respect of the Adjourned Court Meeting and the Adjourned
General Meeting should be returned so as to be received as soon as possible
and in any event not later than:
· 10.00 a.m. on 4 February 2025 in respect of the Adjourned
Court Meeting; and
· 10.15 a.m. on 4 February 2025 in respect of the Adjourned
General Meeting,
or, if in either case the meeting is further adjourned or rescheduled (if
postponed), the relevant Form of Proxy should be received no later than 48
hours (excluding any part of such 48-hour period falling on a non-working day)
before the time fixed for the adjourned or rescheduled meeting (if postponed).
Existing Forms of Proxy in respect of the previously scheduled Court Meeting
and the General Meeting remain valid for the Adjourned Court meeting and the
Adjourned General Meeting, save that the times and dates set out therein are
as set out in the Adjournment Announcement.
If the BLUE Form of Proxy in respect of the Adjourned Court Meeting is not
received by the relevant time specified above, it may also be handed to the
Chair at the Adjourned Court Meeting, at any time prior to the commencement of
the Adjourned Court Meeting (or any adjournment or postponement thereof).
LTG Shareholders are also reminded that completion and return of a Form of
Proxy, or the appointment of a proxy electronically (using any procedure
described in the Scheme Document), will not prevent them from voting at the
Adjourned Court Meeting or the Adjourned General Meeting in person. Please
refer to the Scheme Document for further information.
LTG Shareholders who do NOT wish to change their voting instructions or Form of Election
LTG Shareholders who have already submitted Forms of Proxy for the Court
Meeting and/or the General Meeting and do not wish to change their voting
instructions, do not need to take any further action as their Forms of Proxy
will continue to be valid in respect of the Adjourned Court Meeting and the
Adjourned General Meeting.
LTG Shareholders who have already submitted a valid Form of Election in
respect of an Alternative Offer and who do not wish to change their election
need take no further action as a valid Form of Election will continue to be
valid in respect of the Alternative Offers.
LTG Shareholders who DO wish to change their voting/proxy appointment instructions or Form of Election
LTG Shareholders who have already submitted Forms of Proxy for the Court
Meeting and/or General Meeting or a valid Form of Election in respect of an
Alternative Offer and who now wish to change their voting/proxy appointment
instructions or election should contact Computershare by using the Shareholder
Helpline on 0370 707 4082 from within the United Kingdom or on +44 (0)370 707
4082 if calling from outside the United Kingdom. Calls from outside of the
United Kingdom will be charged at the applicable international rate. Lines
will be open between 8.30 a.m. and 5.30 p.m., Monday to Friday, excluding
public holidays in England and Wales. Different charges may apply to calls
from mobile telephones and calls may be recorded and randomly monitored for
security and training purposes. Please note that Computershare cannot provide
advice on the merits of the Acquisition or the Scheme or give any financial,
legal, investment or tax advice.
Changes to voting/proxy instructions must be received by Computershare no
later than the deadlines referred to above. In relation to the deadline for
return by LTG Shareholders of elections (or a change by LTG Shareholders in
elections) for one (but not both) Alternative Offers, the Election Return Time
to submit elections (as set out in the Scheme Document and in the Updated
Timetable set out at Appendix 1 to this announcement) remains unchanged and
LTG will announce the Election Return Time via a Regulatory Information
Service of the London Stock Exchange.
To obtain further details of the required KYC Information required in respect
of the Alternative Offers, please contact the Corporate Services Provider as
soon as possible on +44 (0) 77007 22370 or at jess.vieira@cscglobal.com
(mailto:jess.vieira@cscglobal.com) .
Further information in relation to the Form of Election and the KYC
Information is contained in Part 2 and Part 7 of the Scheme Document.
Expected timetable of principal events
The Adjournment Announcement made by LTG on 16 January 2025 contains a revised
expected timetable of principal events relating to the Scheme, which is set
out at Appendix 2 to this announcement for reference (the "Updated
Timetable"). Accordingly, times and dates set out in the Expected Timetable of
Principal Events in the Scheme Document and Forms of Proxy should be read as
amended by the Updated Timetable. If any of the key dates and/or times set out
in the Updated Timetable change, notice of this change will be given by
issuing an announcement through a Regulatory Information Service of the London
Stock Exchange.
General
The confirmation that the Cash Offer (and each Alternative Offer) is final
does not change Bidco's intentions as regards the business of LTG, the
management and employees of LTG, LTG's pension schemes or the proposals in
respect of the LTG Share Plans.
As set out in the Scheme Document, Bidco has reserved the right to elect to
implement the Acquisition by way of a Takeover Offer as an alternative to the
Scheme (subject to the consent of the Panel and the terms of the Co-operation
Agreement).
Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document. This announcement
should be read in conjunction with the Original Announcement and the Scheme
Document.
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
Paul, Weiss, Rifkind, Wharton & Garrison LLP is retained as legal adviser
to Bidco and General Atlantic.
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.
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 contains the full
terms and conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any vote in respect of the Scheme, or other
response in relation 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).
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement since such
date.
The statements contained in this announcement are not to be construed as
legal, business, financial or tax advice.
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, including the Alternative Offers, 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 Loan Notes and 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 Loan Notes and Rollover Securities have been obtained and
satisfactory KYC Information has been delivered to the Corporate Services
Provider by no later than the Election Return Time.
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 Loan Notes, Midco 3 Loan Notes, Midco 2 Loan Notes and Midco 1 Loan
Notes 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. Further details
in relation to Overseas Shareholders are contained in the Scheme Document.
Additional information for U.S. investors
The Acquisition relates to the shares of a company incorporated in England and
Wales 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 proxy
solicitation rules.
The Acquisition may, in the circumstances provided for in the Scheme Document,
instead be carried out by way of an Offer under the laws of England and Wales.
If Bidco exercises its 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, such Offer will be made in compliance with all
applicable United States laws and regulations, including any applicable
exemptions under the U.S. Exchange Act and the U.S. Securities Act.
In the event that the Acquisition is implemented by way of an Offer, in
accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S.
Exchange Act, Bidco, General Atlantic, certain of their affiliated companies
or nominees, or their brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, LTG Shares outside of the
United States, other than pursuant to the Acquisition, until the date on which
the Acquisition becomes Effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases will be disclosed as required in the United Kingdom, will be
reported to a Regulatory Information Service and will be available on the
London Stock Exchange website, www.londonstockexchange.com
(http://www.londonstockexchange.com) .
The receipt of consideration by a U.S. LTG Shareholder for the transfer of its
LTG Shares pursuant to 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 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. In addition, most of the assets of LTG
are located outside the United States. As a result, it may be difficult for
U.S. LTG Shareholders 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 Loan Notes and Rollover Securities have not been, and will not be,
registered under the U.S. Securities Act, or applicable state securities laws.
Accordingly, the Loan Notes and 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 Loan Notes and 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 Loan Notes and 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, THE LOAN NOTES 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, 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.
No profit forecasts, estimates or quantified financial benefit statements
No statement in this announcement is intended as a profit forecast, profit
estimate or quantified financial 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.
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.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Bidco's website at
https://announcements-ga.com/ (https://announcements-ga.com/)
by no later than 12 noon (London time) on 29 January 2025. 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.
In accordance with Rule 30.3 of the Code, LTG Shareholders, persons with information rights in LTG and participants in LTG Share Plans may request a hard copy of this announcement (and any information incorporated in this announcement by reference to another source), free of charge, by (i) telephoning Computershare on +44 (0)370 707 4082. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 8.30 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales; or (ii) submitting a request in writing to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS13 8AE. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement and any such information incorporated in it by reference to another source will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them 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.
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).
Investors should be aware that Bidco may purchase LTG Shares otherwise than under any Offer, 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.
APPENDIX
REVISED EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following revised indicative timetable is based on LTG's and Bidco's current expected dates for the implementation of the Scheme and is subject to change. Accordingly, times and dates set out in the Expected Timetable of Principal Events in the Scheme Document and Forms of Proxy should be read as amended by this revised indicative timetable. If any of the dates and/or times in this revised expected timetable changes, the revised dates and/or times will be notified to LTG Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange, with such announcement being made available on LTG's website at https://ltgplc.com/offer-microsite/. Unless otherwise stated, all times referred to in the revised timetable set out below are London times.
Event Time and/or date((1))
Publication of the Scheme Document 20 December 2024
Publication of the Adjournment Circular 27 January 2025
Latest time for lodging Forms of Proxy for the:
Adjourned Court Meeting (BLUE Form of Proxy) 10.00 a.m. on 4 February 2025((2))
Adjourned General Meeting (YELLOW Form of Proxy) 10.15 a.m. on 4 February 2025((3))
Voting Record Time 6.00 p.m. on 4 February 2025((4))
Court Meeting 10.00 a.m. on 6 February 2025
General Meeting 10.15 a.m. on 6 February 2025((5))
The following times and dates associated with the Scheme are indicative only
and will depend, among other things, on the date on which: (i) the Conditions
are either satisfied or (if capable of waiver) waived in respect of the
Scheme; (ii) the Court sanctions the Scheme; and (iii) the Court Order(s)
sanctioning the Scheme are delivered to the Registrar of Companies. LTG will
give adequate notice of the Election Return Time and any change(s) by issuing
an announcement through a Regulatory Information Service (with such
announcement being made available on LTG's website at
http://www.ltgplc.com/microsite/) and, if required by the Panel, send notice
of the change(s) to LTG Shareholders and, for information rights, other
persons with information rights and participants in the LTG Share Plans.
Further updates and changes to these times will be notified in the same way.
Please see also note ((1)) below.
Election Return Time, being the latest time for lodging the GREEN Form of 1.00 p.m. on D-5 Business Days((6))
Election (for certificated holders) or settlement of TTE Instructions (for
CREST holders)
Sanction Hearing to seek sanction of the Scheme a date expected to be during the first quarter of 2025 subject to the
satisfaction (or, if applicable, waiver) of the Conditions (other than
Condition 2(c) of Part 33 (Conditions and Further Terms of the Acquisition and
the Scheme) of this document), (and, in any event, prior to the Long-Stop Date
(D)) ((7))
Last day for dealings in, and for the registration of transfers of, and D+1 Business Day
disablement in CREST of, LTG Shares
Scheme Record Time 6.00 p.m. on D+1 Business Day
Disablement in CREST in respect of LTG Shares 6.00 p.m. on D+1 Business Day
Suspension of dealings in LTG Shares by 7.30 a.m. on D+2 Business Days
Effective Date of Scheme((8)) D+2 Business Days
Cancellation of admission to trading of LTG Shares 8.00 a.m. on D+3 Business Days
Latest date for despatch of cheques and crediting of CREST accounts and Within 14 days of the Effective Date
processing electronic transfers for cash consideration due under the Scheme
and share certificates in respect of Rollover Securities
Long-Stop Date 11.59 p.m. on 30 June 2025((9))
((1)) The dates and times given are indicative only, are based on current
expectations, are subject to change (including as a result of changes to the
regulatory timetable) and will depend, among other things, on the date on
which: (i) the Conditions are either satisfied, or (if capable of waiver)
waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order
sanctioning the Scheme is delivered to the Registrar of Companies. References
to times are to London, United Kingdom time unless otherwise stated. If any of
the times and/or dates above change, the revised times and/or dates will be
notified to LTG Shareholders by announcement through a Regulatory Information
Service and, if required by the Panel, notice of the change(s) will be sent to
LTG Shareholders and other persons with information rights. .
((2)) The BLUE Form of Proxy for the Adjourned Court Meeting should be
received by Computershare before 10.00 a.m. on 4 February 2025, or, if the
Adjourned Court Meeting is further adjourned, not later than 48 hours before
the time fixed for the holding of the adjourned meeting, excluding any part of
such 48-hour period falling on a day that is not a working day. BLUE Forms of
Proxy not so received may be handed to the Chair of the Adjourned Court
Meeting or the Computershare representative who will be present at the Court
Meeting before the commencement of the Adjourned Court Meeting (or any
adjournment thereof).
((3)) The YELLOW Form of Proxy for the Adjourned General Meeting must be
lodged with Computershare before 10.15 a.m. on 4 February 2025 in order for it
to be valid, or, if the Adjourned General Meeting is further adjourned, not
later than 48 hours before the time fixed for the holding of the adjourned
meeting, excluding any part of such 48-hour period falling on a day that is
not a working day. The YELLOW Form of Proxy cannot be handed to the Chair of
the Adjourned General Meeting or the Computershare representative at the
Adjourned General Meeting and will be invalid if submitted after this
deadline.
((4) ) If a meeting is further adjourned, the Voting Record Time for
the relevant adjourned Meeting will be 6.00 p.m. on the day which is
two Business Days before the adjourned Meeting.
((5)) To commence at the time fixed or, if later, immediately after the
conclusion or adjournment of the Court Meeting.
((6)) The Election Return Time will be 1.00 p.m. (London time) on the fifth
Business Day prior to the date of the Sanction Hearing (which remains to be
set but is currently expected to take place in the first quarter of 2025).
Once the date of the Sanction Hearing is set, LTG will announce the Election
Return Time via a Regulated Information Service (with such announcement being
made available on LTG's website at www.ltgplc.com/microsite/)
(http://www.ltgplc.com/microsite/)) and an appropriate event will be set up by
Euroclear in CREST. It will be possible for TTE Instructions to be sent to
Euroclear from such time until the Election Return Time. Eligible LTG
Shareholders who hold their LTG Scheme Shares in uncertificated form should
follow the instructions in Part 7 (How to Make an Election for an Alternative
Offer) of this document if they wish to make an election under the Alternative
Offers.
((7)) Bidco and LTG may agree a later date, with the consent of the Panel
and, if required, which the Court may allow.
((8)) LTG expects that, subject to the satisfaction (or, where applicable,
waiver) of the Conditions in Part 3 (Conditions and Further Terms of the
Acquisition and the Scheme) of this document, the Scheme will become Effective
during the first quarter of 2025.
((9)) This is the last date on which the Scheme may become Effective unless
Bidco and LTG, with the consent of the Panel and, if required, the approval of
the Court, agree a later date.
(#_ftnref1) * 1 The Cash Offer (of 100 pence per LTG Share) and each of the
Alternative Offers is final and will not be increased, except that Bidco
reserves the right to vary the financial terms of the Acquisition (including
the ratio of either Alternative Offer and/or otherwise increase the offer
price and/or otherwise improve the terms of the Cash Offer or either
Alternative Offer): (i) if there is an announcement on or after the date of
this announcement of a possible offer or a firm intention to make an offer for
LTG by any third party; or (ii) if the Panel otherwise provides its consent
(which would only occur in wholly exceptional circumstances).
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