TIDMLTG

RNS Number : 5407W

Learning Technologies Group PLC

09 February 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

9 February 2017

Learning Technologies Group plc

("LTG" or the "Company")

(AIM: LTG)

Purchase of shares in NetDimensions (Holdings) Limited ("NetDimensions")

Further to its announcement of the proposed recommended all cash offer of 100p per share for the entire issued and to be issued share capital of NetDimensions on 3 February 2017 (the "Offer Announcement"), LTG now confirms that it has acquired in aggregate 1,000,000 ordinary shares in NetDimensions at an average price of 98.23p representing 1.95 per cent. of the existing issued ordinary share capital of NetDimensions.

As described in the Offer Announcement and in addition to the above market purchases, LTG has received irrevocable undertakings to accept, or procure acceptance of, the Offer in respect of a total of 28,991,507 NetDimensions Shares representing, in aggregate, approximately 56.54 per cent. of NetDimensions' issued share capital on the Latest Practicable Date.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Announcement.

Enquiries:

 
 Learning Technologies Group 
  plc 
  Jonathan Satchell, Chief 
  Executive 
  Neil Elton, Group Finance         +44 (0)20 
  Director                          7402 1554 
 
 Numis Securities Limited 
  Stuart Skinner / Michael 
  Wharton (Nominated Adviser)       +44 (0)20 
  Ben Stoop (Corporate Broker)      7260 1000 
 
 Hudson Sandler Limited             +44 (0)20 
  Cat Valentine / Bertie Berger     7796 4133

Important information

This announcement is for information purposes only and does not constitute, or form part of, any offer for or invitation to sell or purchase any securities, or any solicitation of any offer for, securities in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. The Offer, if made, will be made solely pursuant to the Offer Document (or, if the Offer is implemented by means of a Scheme or a Merger, the Scheme Document or the Merger Document, as the case may be) which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. NetDimensions Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

Canaccord Genuity, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to LTG in relation to the Transaction and no-one else and will not be responsible to anyone other than LTG for providing the protections offered to clients of Canaccord Genuity nor for providing advice in relation to the Transaction or the contents of this announcement, or any matter referred to herein.

Numis Securities, which is authorised and regulated in the UK by the FCA, is acting exclusively as nominated adviser and broker to LTG and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than LTG for providing the protections afforded to clients of Numis Securities nor for providing advice in relation to the matters set out in this announcement, the contents of this announcement, or any matter referred to herein.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared to comply with the requirements of the laws of England and the Cayman Islands, the AIM Rules and the rules of the London Stock Exchange and 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.

The Offer will not be made, directly or indirectly, in or into, and will not be capable of acceptance in or from, Canada, Australia or Japan. In addition it is not currently intended that the Offer will be made, directly or indirectly, in or into, or by use of mails or any means or instrumentality (including, without limitation, facsimile transmission, telephone or internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States and it is not currently intended that the Offer will be capable of acceptance by any such use, means, instrumentality or facility or from within the United States. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into or from the United States, Canada, Australia or Japan. Custodians, nominees and trustees should observe these restrictions and should not send or distribute the document in or into the United States, Canada, Australia or Japan.

This information is provided by RNS

The company news service from the London Stock Exchange

END

HOLQKLFBDLFZBBV

(END) Dow Jones Newswires

February 09, 2017 11:54 ET (16:54 GMT)