Learning Technol.Grp - Offer Update
29/01/2025 07:00
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RNS Number : 0330V Learning Technologies Group PLC 29 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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
29 January 2025
RECOMMENDED FINAL(*1) ACQUISITION
of
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)
to be implemented by means of a scheme of arrangement under Part 26 of the
Companies Act 2006
Offer Update and No Increase Statement by General Atlantic and Bidco
The Independent LTG Directors note the announcement by General Atlantic and
the board of Bidco on 28 January 2025 that the Cash Offer (of 100 pence per
LTG Share) and each of the Alternative Offers is final*(1) and will not be
increased.
Recommendation
The Independent LTG Directors, who have been so advised by Goldman Sachs and
Deutsche Numis as to the financial terms of the Cash Offer, continue to
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 continue to unanimously recommend
that LTG Shareholders vote in favour of the Scheme at the Court Meeting and
the Special 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 28 January 2025, being the last Business Day
before the date of this announcement).
As set out in the Scheme Document, 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. 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. Full details of the Alternative Offers, including the disadvantages
and advantages of electing for either of the Alternative Offers and the risk
factors associated with the Alternative Offers, that LTG Shareholders should
consider carefully are set out in the Scheme Document. LTG Shareholders are
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 set out in the Scheme Document.
Adjourned Court Meeting and Adjourned General Meeting
The Adjourned Court Meeting will start at 10.00 a.m. on 6 February 2025 and
the Adjourned General Meeting will start at 10.15 a.m. on 6 February 2025 (or
as soon thereafter as the Adjourned Court Meeting shall have been concluded or
further adjourned). The Adjourned Court Meeting and the Adjourned General
Meeting shall be held at the offices of Deutsche Numis at 45 Gresham Street,
London, EC2V 7BF.
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).
Further details as to the action to be taken by LTG Shareholders are set out
in the Scheme Document as well as the supplementary circular of the Company
containing the notices of the Adjourned Court Meeting and the Adjourned
General Meeting dated 27 January 2025.
LTG Shareholders are strongly urged to complete, sign and return forms of
proxy by post or transmit a proxy instruction electronically through crest as
soon as possible and, in any event, by no later than 10.00 a.m. on 4 February
2025 in the case of the adjourned court meeting and by 10.15 a.m. on 4
February 2025 in the case of the adjourned general meeting (or in the case of
any adjournment, not later than 48 hours before the time fixed for the holding
of the adjourned meeting).
Defined terms used in this announcement but not defined herein have the
meanings given to them in the Scheme Document or, where applicable, the
Supplementary Circular. This announcement should be read in conjunction with
both the Scheme Document and the Supplementary Circular.
The person responsible for arranging the release of this announcement on
behalf of LTG is Claire Walsh, Company Secretary.
* 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.
Enquiries
Learning Technologies Group plc +44 (0)20 7832 3440
Jonathan Satchell, Chief Executive
Kath Kearney-Croft, Chief Financial Officer
Goldman Sachs International (Lead financial adviser and corporate broker) +44 (0)20 7774 1000
Nick Harper
Khamran Ali
Bertie Whitehead
Adam Laikin
Lorenzo Carlino
Deutsche Numis (NOMAD, joint financial adviser and corporate broker)
Nick Westlake
+44 (0)20 7260 1000
Ben Stoop
Alec Pratt
Tejas Padalkar
Alexander Kladov
FTI Consulting
Jamie Ricketts
+44 (0)20 3727 1000
Emma Hall
LTG@fticonsulting.com (mailto:LTG@fticonsulting.com)
Lucy Highland
Jemima Gurney
About Learning Technologies Group plc
Learning Technologies Group plc (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.
Important notice
This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
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
shall there be any sale, issuance or transfer of securities of LTG in any
jurisdiction in contravention of applicable law. The Acquisition will be
implemented 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 in respect of the Scheme
or other response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the Offer Document).
This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.
The Acquisition will be subject to English law, the jurisdiction of the Court,
and the applicable requirements of the Code, the Panel, the London Stock
Exchange, the Financial Conduct Authority ("FCA"), the AIM Rules and the
Registrar of Companies.
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, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.
Notices related to financial advisers
Goldman Sachs International, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for LTG and
no one else in connection with the matters referred to in this announcement
and will not be responsible to anyone other than LTG for providing the
protections afforded to clients of Goldman Sachs International, or for
providing advice in connection with the matters referred to in this
announcement.
Numis Securities Limited (trading as "Deutsche Numis"), which is authorised
and regulated in the United Kingdom by the Financial Conduct Authority, is
acting exclusively for LTG and no one else in connection with the matters set
out in this announcement 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 relation to 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 this announcement, any
statement contained herein or otherwise.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Bidco's and LTG's website at
https://announcements-ga.com/ (https://announcements-ga.com/) and
https://ltgplc.com/offer-microsite/, respectively, by no later than 12 noon
(London time) on 30 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.
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.
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 (including the Alternative
Offers) 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.
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.
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 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. 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 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 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.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror 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 offeror 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 offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror 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%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. 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 offeree company and
(ii) any securities exchange offeror, 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 pm (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 an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror 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 Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror 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 financial benefits statement
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.
Additional Information
This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the 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 this
announcement or otherwise.
This announcement has been prepared in accordance with English law and
information disclosed may not be the same as that which would have been
disclosed in accordance with the laws of jurisdictions outside England, The
distribution of this announcement in jurisdictions other than the United
Kingdom and the availability of any offer to shareholders of LTG should one be
made who are not resident in the United Kingdom may be affected by the laws of
relevant jurisdictions. Therefore, any persons who are subject to the laws of
any jurisdiction other than the United Kingdom or shareholders of LTG who are
not resident in the United Kingdom will need to inform themselves about, and
observe, any applicable requirements.
Investors should be aware that Bidco may purchase LTG Shares otherwise than
under any Offer or the Scheme, including pursuant to privately negotiated
purchases.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
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