REG - General Atlantic Svc Learning Technol.Grp - Update on Equity Syndication

MIG Holdings SAAnnouncement

02/04/2025 01:45

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RNS Number : 2099D  General Atlantic Service Company LP  01 April 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

FOR IMMEDIATE RELEASE

1 April 2025
 

RECOMMENDED FINAL 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"))

Update on Equity Syndication

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 was
implemented by means of a Court-approved scheme of arrangement between LTG and
LTG Shareholders under Part 26 of the Companies Act 2006 (the "Scheme"). The
scheme document in relation to the Scheme was posted to LTG Shareholders on 20
December 2024 (the "Scheme Document").

On 31 March 2025, Bidco and LTG announced that the Scheme had become
Effective. Earlier today, LTG announced that the admission of LTG Shares to
trading on AIM had been cancelled with effect from 8.00 am on 1 April 2025.

Equity Syndication

It was noted in paragraph 9 of Part 5 of the Scheme Document that certain of
General Atlantic's equity commitments are intended to be provided by equity
co-investors in an investment vehicle managed by General Atlantic (the
"Co-Investment Vehicle"), and that such co-investors would be passive and
would not be granted any governance or control rights over Bidco or any member
of the Bidco Group or LTG.

Bidco confirms that General Atlantic has accepted subscriptions from funds
managed or advised by two investors, to subscribe for interests in the
Co-Investment Vehicle, through which such investors will hold minority
indirect economic interests in Bidco (the "Co-Investors").

The below table summarises the equity commitments of each of the Co-Investors
to the Co-Investment Vehicle and the indirect economic interest held by each
of the Co-Investors in Bidco through the Co-Investment Vehicle (the "Equity
Syndication"). As at the date of this announcement, the commitments from the
Co-Investors to the Co-Investment Vehicle total US$ 118.5 million in
aggregate. The Co-Investment Vehicle is expected to hold an indirect economic
interest in Bidco of approximately 22.53 per cent. in Bidco.

 Co-Investor               Commitment to the Co-Investment Vehicle  Approximate indirect economic interest in Bidco
 CHS                       US$ 90 million                           17.11%
 Funds advised by Arcmont  US$ 28.5 million                         5.42%
 Total                     US$ 118.5 million                        22.53%

 

A description of each Co-Investor is set out below. The Co-Investors will be
passive and will not be granted any governance or control rights over Bidco or
any member of the Bidco Group or LTG.

The Equity Syndication has been undertaken in the ordinary course of General
Atlantic's business and is in line with its approach to equity syndication for
portfolio company investments made by its funds. The Equity Syndication is not
subject to any regulatory approvals.

For the avoidance of doubt and for the purposes of Rule 24.8 of the Code, the
equity commitment of General Atlantic under the terms of the equity commitment
letter between General Atlantic and Bidco entered into on 4 December 2024 is
not being reduced (and the terms of that equity commitment letter are not
being amended) as a result of the Equity Syndication.

About CHS

CHS Europe Investments Pte. Ltd. is a private limited company incorporated in
Singapore which forms part of the CHS group (the "CHS Group"). The CHS Group
is a wholly-owned subsidiary of Temasek Holdings (Private) Limited.

The CHS Group is a dedicated private credit platform, which manages a global
portfolio of approximately SGD 10 billion, consisting of direct investments
and investments in credit platforms and funds. The portfolio is managed by a
team of around 16 seasoned credit investment professionals across offices in
New York, London and Singapore

About Arcmont

Arcmont Asset Management Limited ("Arcmont"), an investment affiliate of
Nuveen, the investment manager of TIAA, is a private debt asset management
firm providing flexible capital solutions to a wide range of businesses in
Europe.

Established in 2011, Arcmont has raised approximately €33 ($35) billion in
assets to date from institutional investors globally and has committed over
€33 ($35) billion across more than 425 transactions. With a highly
experienced investment team, a strong investment track record and deep
technical expertise, Arcmont offers creative and flexible capital solutions to
European businesses, with the reliability of a partner that values long-term
relationships. Headquartered in London, Arcmont's presence spans Amsterdam,
Frankfurt, Madrid, Milan, Munich, Paris, Stockholm and New York. It maintains
a local origination network and builds and preserves close relationships with
sponsors, borrowers and local intermediaries.

Enquiries:

 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

 

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, which contains the full terms
and conditions of the Acquisition.

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 was 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 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.

Rounding
Certain figures included in this announcement have been subject to rounding adjustments.

 

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