Jonathan Satchell, Chief Executive of LON:LTG, commented: “We are delighted to have received this level of acceptances to our Offer, which we expect to become unconditional in all respects on Monday when the Placing Shares are admitted to trading on AIM. NetDimensions’ major proprietary platform will significantly enhance the range and scope of LTG’s services across the globe, whilst dovetailing with our existing portfolio of companies and further accelerating the growth of the Enlarged Group. We are looking forward to working with our new colleagues, customers and partners around the world.”
On 21 February 2017, Learning Technologies Group plc (“LTG”), the integrated e-learning services and technologies provider, made an offer for the entire issued and to be issued share capital of NetDimensions (Holdings) Limited the integrated enterprise talent management software platform provider (“Offer”).
In addition to announcing the Offer on 3 February 2017, LTG also announced the conditional Placing to raise approximately GBP46.5 million. Completion of the Placing is conditional on inter alia the Offer, having been made, becoming or being declared unconditional in all respects.
Following the announcement of the Offer on 3 February 2017, LTG has acquired in aggregate 1,000,000 NetDimensions Shares in the market at an average price of 98.23 pence per share, representing approximately 1.95 per cent. of the entire issued share capital of NetDimensions at the First Closing Date. No other NetDimensions Shares are held by or on behalf of LTG as at the date of this announcement.
As at 1.00 p.m. on 14 March 2017, valid acceptances had been received by or on behalf of LTG in respect of a total of 46,817,248 NetDimensions Shares, representing approximately 91.30 per cent. of the issued share capital of NetDimensions at the First Closing Date. Accordingly, LTG has acquired or agreed to acquire (including by way of acceptance of the Offer) in aggregate 93.25 per cent. in nominal value of the NetDimensions Shares at the First Closing Date.
As a result, LTG is pleased to announce that the Acceptance Condition has now been satisfied and the Offer has become unconditional as to acceptances. The Offer shall remain open for acceptances for a further 14 days until 1.00 p.m. (London time) on 28 March 2017 and will then close. The Offer remains subject to the other terms and conditions set out in the offer document published by LTG on 21 February 2017 (“Offer Document”).
It is expected that all of the remaining conditions of the Offer will be satisfied or otherwise waived by 17 March 2017 and that Admission, and completion of the Placing, shall take place on 20 March 2017.
NetDimensions Shareholders who have not yet accepted the Offer are encouraged to do so without delay. To accept the Offer in respect of NetDimensions Shares held in registered form (that is, not in CREST), NetDimensions Shareholders should sign, complete and return the Form of Acceptance so as to be received as soon as possible, and in any event no later than 1.00 p.m. on 28 March 2017, in accordance with the procedure set out in the Offer Document and the Form of Acceptance. To accept the Offer in respect of NetDimensions Shares held in unregistered form (that is, Depositary Interests held in CREST), shareholders should ensure that a Transfer to Escrow instruction (as described in the CREST manual issued by Euroclear UK & Ireland Limited) is made and that settlement as soon as possible in accordance with the procedure set out in the Offer Document.
