NETD.L Regulatory News (NETD)

This announcement contains inside information.

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.

20 March 2017

RECOMMENDED CASH OFFER

by

LEARNING TECHNOLOGIES GROUP PLC

for

NETDIMENSIONS (HOLDINGS) LIMITED

Offer declared unconditional in all respects (save for Admission)

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 ("NetDimensions"), the integrated enterprise talent management software platform provider ("Offer").

Following its announcement on 15 March 2017, LTG is pleased to announce that the conditions of its Offer (save for Admission) for NetDimensions have been satisfied or waived and the Offer is now declared unconditional in all respects (save for Admission). It is anticipated that Admission will take place at 8.00 a.m. on 20 March 2017. Accordingly, application has been made to AIM for the admission of 124,000,000 Placing Shares at 8.00 a.m. on 20 March 2017.

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.

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.

Unless otherwise defined in this announcement, capitalised words and phrases used in this announcement shall have the same meanings given to them in the Offer Document.

Enquiries

Learning Technologies Group plc +44 (0)20 7402 1554Andrew Brode, ChairmanJonathan Satchell, Chief Executive Officer

Canaccord Genuity, Financial Adviser to LTG +44 (0)20 7665 4500Simon Bridges

Numis Securities, Nominated Adviser and Broker to LTG +44 (0)20 7260 1000Stuart Skinner / Michael Wharton (Nominated Adviser)Ben Stoop (Corporate Broker)

Hudson Sandler LLP, PR Adviser to LTG +44 (0)20 7796 4133Andrew Hayes / Bertie Berger

NetDimensions (Holdings) Limited +852 2122 4500Graham Higgins, ChairmanJay Shaw, Chief Executive Officer

Panmure Gordon (UK) Limited, Financial Adviser, +44 (0)20 7886 2500Nominated Adviser and Broker to NetDimensionsAndrew Godber / Peter Steel / James Greenwood / William Wickham (Corporate Finance)Erik Anderson (Corporate Broking)

Walbrook PR Limited, PR Adviser to NetDimensions + 44 (0)20 7933 8780Paul Cornelius / Sam Allen / Nick Rome netdimensions@walbrookpr.com

Further 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 is made solely pursuant to the Offer Document which contains the full terms and conditions of the Offer, including details of how to accept the Offer.

Overseas jurisdictions

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 is not being made, directly or indirectly, in or into, and is not capable of acceptance in or from, Canada, Australia or Japan. 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 announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the securities referred to herein may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into, the United States absent registration under, or pursuant to an applicable exemption from, the registration requirements of the Securities Act and in compliance with any relevant state securities laws. There will be no public offer of the securities referred to herein in the United States.

Important notices

Canaccord Genuity, which is authorised and regulated in the United Kingdom 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 United Kingdom 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.

Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser, nominated adviser and broker to NetDimensions and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than NetDimensions for providing the protections afforded to clients of Panmure Gordon (UK) Limited 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.

Forward-looking statements

This announcement contains a number of forward-looking statements relating to the LTG Group and the NetDimensions Group with respect to, among other matters, the following: financial condition; results of operations; the respective businesses of the LTG Group and the NetDimensions Group; the economic conditions in which the LTG Group and the NetDimensions Group operate; benefits of the Transaction and management plans and objectives including future capital expenses, revenues, earnings, synergies, economic performance, indebtedness, losses and future prospects and effects of government regulations. LTG and NetDimensions consider any statements that are not historical facts to be "forward-looking statements". Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "could", "should", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, identify forward looking statements. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by them. Due to such risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

These forward-looking statements are not guarantees of future financial performance. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date of this announcement.

Neither LTG nor any member of the LTG Group, nor NetDimensions nor any member of the NetDimensions Group, nor any of their respective members, associates, directors, officers, employees, advisers or persons acting on their behalf, 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.

Other than in accordance with applicable legal and regulatory obligation, neither LTG nor any member of the LTG Group, nor NetDimensions nor any member of the NetDimensions Group nor any of their respective members, associates, directors, officers, employees, advisers or persons acting on their behalf, is under any obligation and each of them expressly disclaims any intention or obligation to update or revise any forward-looking statements or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law.

Except as expressly provided in this announcement, no forward looking or other statements have been reviewed by the auditors of LTG or NetDimensions. All subsequent oral or written forward looking statements attributable to LTG or NetDimensions, any member of the LTG Group or the NetDimensions Group or any of their respective members, associates, directors, officers, employees, advisers or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

Application of the City Code

By virtue of its status as a company incorporated in the Cayman Islands, the City Code does not apply to NetDimensions. NetDimensions Shareholders are reminded that whilst the NetDimensions Articles reflect certain provisions of the City Code, the provisions do not provide NetDimensions Shareholders with the full protections offered by the City Code, the Panel does not have responsibility for ensuring compliance with such provisions and the Panel is not able to answer NetDimensions Shareholders' queries in relation to NetDimensions.

Contents of this announcement

If you are in any doubt about the contents of this announcement or the action you should take, you should seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.