Learning Technol.Grp - Statement re Possible Offer
27/09/2024 16:01
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RNS Number : 0880G Learning Technologies Group PLC 27 September 2024
Learning Technologies Group plc
27 September 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE
OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR THE TERMS
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR")
FOR IMMEDIATE RELEASE
Learning Technologies Group plc
Possible Offer for Learning Technologies Group plc ("LTG")
Following recent media speculation, the Board of LTG (the "Board") confirms
that it has received a conditional approach from GASC APF, L.P. and certain of
its managed or advised funds (including Atlantic Park), accounts and/or
affiliates (collectively, "General Atlantic") regarding a possible cash offer
to acquire the entire issued and to be issued share capital of LTG for 100
pence per LTG share with an option for LTG shareholders to elect for an
unlisted equity alternative in respect of some or all of their LTG shares (the
"Proposal").
The unlisted equity alternative would provide participating LTG shareholders
the opportunity to re-invest their shareholding and co-invest in General
Atlantic's unlisted acquisition vehicle.
The Proposal is subject to satisfaction or waiver of a number of
pre-conditions, including completion of satisfactory due diligence and
agreement of definitive transaction documentation.
The Proposal follows earlier approaches from General Atlantic to the Board of
LTG.
The Board has considered the Proposal and concluded that the cash value of the
Proposal is at a value that the Board would be minded to recommend unanimously
to LTG shareholders, should a firm intention to make an offer pursuant to Rule
2.7 of the Code be announced on such financial terms, subject to the
satisfactory resolution and agreement of the other terms of the offer and
definitive transaction documentation. Accordingly, the Board has decided to
engage with General Atlantic and has entered into discussions with General
Atlantic in relation to these terms and provide access to confirmatory due
diligence.
In accordance with Rule 2.6(a) of the Code, General Atlantic is required, by
not later than 5.00 p.m. on 25 October 2024, either to announce a firm
intention to make an offer for LTG in accordance with Rule 2.7 of the Code or
announce that it does not intend to make an offer, in which case the
announcement will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline can be extended with the consent of the Panel on
Takeovers and Mergers ("Panel") in accordance with Rule 2.6(c) of the Code.
This statement is being made by LTG without the prior approval of General
Atlantic. There can be no certainty that an offer will be made nor the terms
of any offer.
The person responsible for arranging the release of this announcement on
behalf of LTG is Claire Walsh.
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
Deutsche Numis (NOMAD, joint financial adviser and corporate broker)
Nick Westlake
+44 (0)20 7260 1000
Ben Stoop
Alec Pratt
FTI Consulting
Jamie Ricketts
+44 (0)20 3727 1000
Emma Hall
Lucy Highland
About Learning Technologies Group plc
Learning Technologies Group plc (LTG) is a leader in the growing workplace
digital learning and talent management 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's 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
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 ("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 of this announcement
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be available on LTG's website at www.ltgplc.com, by no later than 12 noon
(London time) on 30 September 2024. The content of the website referred to in
this announcement is not incorporated into and does not form part of this
announcement.
Rule 2.9
In accordance with Rule 2.9 of the Takeover Code, as at the date of this
announcement, Learning Technologies Group plc has is 792,167,233 ordinary
shares of £0.00375 each in issue (excluding 179,340 ordinary shares held in
treasury through its employee benefit trust) and admitted to trading on AIM, a
market operated by the London Stock Exchange. The International Securities
Identification Number for the ordinary shares is GB00B4T7HX10.
Offer Period
Following this announcement, LTG is now considered to be in an "offer period"
as defined in the Code, and the dealing disclosure requirements as set out
below will apply.
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.
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.
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