NETD.L Regulatory News (NETD)

FOR IMMEDIATE RELEASE

NetDimensions (Holdings) Limited

("NetDimensions" or the "Company")

Intention to delist

The Board of NetDimensions (the "Board") notes the announcement earlier today by Learning Technologies Group plc ("LTG") that its recommended cash offer to acquire the entire issued and to be issued ordinary share capital of NetDimensions not already owned by LTG or persons acting in concert with it (the "Offer") has become unconditional in all respects.

LTG also announced on 15 March 2017, that as at 1:00 p.m. on 14 March 2017, LTG had received valid acceptances of the Offer in respect of 46,817,248 NetDimensions Shares, representing approximately 91.30 per cent. of the existing issued share capital of NetDimensions. 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.

By virtue of its shareholdings and acceptances of the Offer, LTG has acquired, or agreed to acquire NetDimensions Shares representing in excess of 75 per cent. of the voting rights of NetDimensions. Accordingly, at the request of LTG, and as set out in the Offer Document dated 21 February 2017, the Board has applied for the cancellation of admission to trading on AIM of NetDimensions Shares (the "Delisting").

NetDimensions confirms that the 20 business days' notice period for the cancellation of listing of NetDimensions Shares on AIM and the trading of NetDimensions Shares on AIM has commenced. Admission of the NetDimensions Shares to trading on AIM will be cancelled without the requirement for a resolution of shareholders approving such cancellation pursuant to Rule 41 of the AIM Rules. It is anticipated that the cancellation of listing and trading will take effect on or shortly after 8.00 a.m. (London time) on 19 April 2017.

The Delisting will significantly reduce the liquidity and marketability of any NetDimensions Shares not acquired by LTG and the Board therefore recommends those NetDimensions Shareholders who have not already accepted the Offer to accept the Offer as soon as possible. The procedure for acceptance of the Offer is set out in the Offer Document.

Additional Information

The Announcement, which provides further details of the Offer, is available to view at www.ltgplc.com/. The Board confirms that it provided its unanimous consent to the issue of the Announcement.

The Board notes that The City Code on Takeovers and Mergers does not apply to the Company or to the Offer. The Board also notes that, as set out in the timetable in the Announcement, LTG expects to post the Offer document on 21 February 2017. Shareholders do not therefore need to take any action at this stage.

The Company will make further announcements as appropriate.

The information communicated in this announcement is inside information for the purposes of Article 7 of Market Abuse Regulation 596/2014 ("MAR").

About NetDimensions

Established in 1999, NetDimensions (AIM: NETD; OTCQX: NETDY) is a global provider of learning, knowledge and performance management solutions to highly regulated industries.

NetDimensions provides companies, government agencies and other organisations with talent management solutions to personalise learning, share knowledge, enhance performance, and manage compliance programmes for employees, customers, partners and suppliers.

NetDimensions' solutions also include custom content and learning portal development services, as well as off-the-shelf course libraries and regulatory compliance courseware developed by NetDimensions' subject matter experts and content partners.

NetDimensions' award-winning solutions have been chosen by leading organisations worldwide including ING, Cathay Pacific, Chicago Police Department, Geely Automotive, Fugro Group, Fresenius Medical Care, tesa SE, and DB Schenker.

NetDimensions is ISO 9001 certified and NetDimensions' Secure SaaS practices are ISO 27001 certified.

For more information, visit www.netdimensions.com or follow @netdimensions on Twitter.