REG - Learning Technol.Grp - Scheme of Arrangement becomes Effective

Learning TechnologiesAnnouncement

31/03/2025 09:45

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RNS Number : 9073C  Learning Technologies Group PLC  31 March 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

31 March 2025

RECOMMENDED FINAL 1  (#_ftn1) 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

Scheme of Arrangement becomes Effective

 

On 4 December 2024, the board of Bidco and the Independent LTG Directors
announced 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-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme").

 

The circular in relation to the Scheme, including full details of the
Acquisition, was published on 20 December 2024 (the "Scheme Document").
Capitalised terms used but not otherwise defined in this announcement have the
meanings set out in the Scheme Document. All references to times in this
announcement are to London, United Kingdom times, unless otherwise stated.

 

On 6 February 2025, the requisite majority of LTG Scheme Shareholders voted to
approve the Scheme at the Court Meeting and the requisite majority of LTG
Shareholders voted to pass the Special Resolution to implement the Scheme and
amend the Articles at the General Meeting.

 

On 24 March 2025, LTG announced that the Court had sanctioned the Scheme at
the Sanction Hearing held earlier on the same date.

 

LTG and Bidco are pleased to announce that, following delivery of a copy of
the Court Order (together with a copy of the Scheme and all documents required
to be annexed thereto) to the Registrar of Companies, the Scheme has today
become Effective in accordance with its terms and, pursuant to the Scheme, the
entire issued share capital of LTG is now owned by Bidco.

 

Suspension and cancellation of admission to trading of LTG Shares

 

The admission of LTG Shares to trading on AIM, and therefore dealings in LTG
Shares, was suspended with effect from 7:30 a.m. today, 31 March 2025.

 

Application has been made to the London Stock Exchange in relation to the
cancellation of the admission to trading of LTG Shares on AIM, which is
expected to take effect from 8.00 a.m. on 1 April 2025.

 

As a result of the Scheme having become Effective, share certificates in
respect of the LTG Scheme Shares have ceased to be valid documents of title
and entitlements to LTG Scheme Shares held in uncertificated form in CREST are
being cancelled.

 

As a result of this announcement, LTG is no longer in an "Offer Period" as
defined in the Takeover Code and accordingly the dealing disclosure
requirements previously notified to investors no longer apply.

 

Consideration and settlement

 

Under the terms of the Scheme, an LTG Scheme Shareholder on the register of
members of LTG at the Scheme Record Time, being 6.00 p.m. on 28 March 2025, is
entitled to receive 100 pence for each for each LTG Scheme Share held pursuant
to the Cash Offer, unless such LTG Scheme Shareholder made a valid Alternative
Offer Election by the Election Return Time, being 1.00 p.m. on 17 March 2025,
in which case such LTG Scheme Shareholder will receive (subject to the
implementation of the Rollover Mechanism) the relevant number of Rollover
Securities in accordance with the Scheme.

 

The number of valid Alternative Offer Elections received from LTG Scheme
Shareholders by the Election Return Time did not exceed the U.S. Holders Cap
nor the Alternative Offer Cap. As a result, no Scaling Back is required and
each valid Alternative Offer Election will be satisfied in full.

 

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

 

Settlement of the cash consideration to which any LTG Scheme Shareholder is
entitled pursuant to the Cash Offer will be effected by way of the despatch of
cheques (for LTG Scheme Shareholders holding LTG Scheme Shares in certificated
form), the crediting of CREST accounts or electronic payments (for LTG Scheme
Shareholders holding LTG Scheme Shares in uncertificated form), or such other
method as may be approved by the Panel, no later than 14 days after the
Effective Date.

 

Share certificates for the Rollover Securities will be despatched by email or
first class post or, if overseas, by airmail (or in each case by such other
method as is permitted by the Panel) as soon as practicable and in any event
within 14 days of the Effective Date to each relevant LTG Scheme Shareholder
who has made a valid Alternative Offer Election at the email address for such
LTG Scheme Shareholder provided in the completed KYC Form returned to the
Corporate Services Provider or the address for such LTG Scheme Shareholder
appearing in LTG's register of members at the Scheme Record Time or, in the
case of joint holders, to the holder whose name appears first in such register
in respect of the joint holding concerned.

 

Full details with respect to the settlement of consideration due to LTG Scheme
Shareholders pursuant to the Cash Offer and Alternative Offers are set out in
the Scheme Document.

 

Board Changes

 

As the Scheme has now become Effective, LTG duly announces that, as of today's
date, all of the LTG Directors, aside from Andrew Brode and Jonathan Satchell,
have tendered their resignations and stepped down from the LTG Board. Andrew
Brode and Jonathan Satchell will remain as LTG Directors on the LTG Board.

 

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)       +44 (0)20 7260 1000

 Nick Westlake

 Ben Stoop

 Alec Pratt

 Tejas Padalkar

 Alexander Kladov

 FTI Consulting                                                             +44 (0)20 3727 1000

 Jamie Ricketts                                                             LTG@fticonsulting.com (mailto:LTG@fticonsulting.com)

 Emma Hall

 Lucy Highland

 General Atlantic (Media)                                                   +44 (0)20 7484 3200
 Jessica Gill

 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

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

 

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

 

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

 

 

IMPORTANT NOTICES

 

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

 

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

 

 

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.

 

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.

 

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 is being 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.

 

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

 

This Announcement has been prepared for the purpose of complying with the laws
of England and Wales, the AIM Rules and the Code and the information disclosed
may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of jurisdictions
outside England and Wales.

 

Overseas Shareholders

 

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

 

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction. 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 and
proxy solicitation rules.

 

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

 

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

 

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

 

The 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 OR THE
DOCUMENTS RELATING TO THE ACQUISITION. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE.

 

Forward-looking statements

 

This Announcement (including any 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.

 

Such forward-looking statements 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 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 in this Announcement 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.

 

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.

 

 1  (#_ftnref1)               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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