TIDMLTG
RNS Number : 0079M
Learning Technologies Group PLC
25 April 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN LEARNING TECHNOLOGIES GROUP PLC OR
ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR
THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED
ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF
LEARNING TECHNOLOGIES GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014 ("MAR").
25 April 2018
Learning Technologies Group plc
("LTG" or the "Company" or the "Group")
LEI 21380039DW5LJ4FIC214
Results of Placing
Learning Technologies Group plc, the integrated e-learning
services and technologies provider, is pleased to announce the
results of the equity placing launched yesterday, 24 April 2018
(the "Placing").
A total of 86,734,694 new ordinary shares in the capital of the
Company of 0.375 pence each (the "Placing Shares") have been placed
by Goldman Sachs International and Numis Securities Limited
(together, the "Joint Bookrunners") at a price of 98.00 pence per
Placing Share (the "Placing Price"), raising gross proceeds of
approximately GBP85 million (before expenses).
Andrew Brode, Leslie-Ann Reed and Harry Hill participated in the
Placing by subscribing for 1,969,388 Placing Shares at the Placing
Price, equivalent to an aggregate amount of approximately GBP1.93
million.
The Placing Shares represent approximately 15.1% of the issued
ordinary share capital of the Company prior to the Placing. The
Placing Price represents a discount of approximately 3.9% to the
closing price of 102.00 pence on 24 April 2018.
In relation to the above, an application has been made to the
London Stock Exchange for the Placing Shares, which will when
issued rank pari passu with the existing ordinary shares in the
capital of the Company, to be admitted to trading on AIM which is
expected to take place at 8.00 a.m. on 27 April 2018.
In accordance with the FCA's Disclosure Guidance and
Transparency Rules, following this issue, the Company's issued
share capital consists of 660,798,691 ordinary shares (excluding
404,340 treasury shares).
The figure of 660,798,691 ordinary shares should be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Jonathan Satchell, Chief Executive of LTG, said: "We are
delighted with the level of investor interest, demonstrating very
strong support for the proposed acquisition of PeopleFluent. This
is a major milestone for the Learning Technologies Group strategy.
We will now be looking to build on our track record of enhancing
the businesses we acquire, with the objective of providing a truly
exceptional portfolio of content, services and platforms for
learning and talent management."
Enquiries:
Learning Technologies Group plc
Jonathan Satchell, Chief Executive +44 (0)20 7402
Neil Elton, Group Finance Director 1554
Goldman Sachs International (Financial Adviser
and Corporate Broker)
James A Kelly
Will Smiley +44 (0)20 7774
Adam Laikin 1000
Numis Securities Limited (NOMAD and Corporate
Broker)
Stuart Skinner, Nick Westlake, Michael Wharton
(Nomad) +44 (0)20 7260
Ben Stoop (Corporate Broking) 1000
FTI Consulting (Public Relations Adviser)
Rob Mindell +44 (0)20 3727
Jamie Ricketts 1000
Notes to Editors
About LTG:
LTG is a leader in the high growth workplace e-learning
industry. The Group offers truly end-to-end learning solutions
ranging from strategic consultancy, through a range of content and
platform solutions to analytical insights that enable corporate and
government clients to meet their performance objectives.
LTG is admitted to trading on the AIM market of the London Stock
Exchange (LTG.L) and headquartered in London. The Group has offices
in Europe, the United States, Asia-Pacific and South America.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this Announcement is being made on
behalf of the Company by Neil Elton.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada, Japan, New Zealand or
the Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan or the Republic of South Africa or any
other state or jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such
offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of securities laws of such
jurisdictions. The Placing Shares have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "US Securities Act"), or with any securities
regulatory authority of any state or jurisdiction of the United
States or under the securities laws or with any securities
regulatory authority of any state or other jurisdiction of the
United States and accordingly the Placing Shares have not been and
may not be offered, sold, resold, pledged, delivered or
transferred, directly or indirectly, in, into or within the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the US Securities
Act and, in each case, in compliance with the securities laws of
any relevant state or other jurisdiction of the United States.
There is no intention to register any portion of the Placing in
the United States or to conduct any public offering of securities
in the United States or elsewhere. All offers of Placing Shares
have been made and will be made pursuant to an exemption under the
Prospectus Directive 2003/71/EC, as amended from time to time,
including by Directive 2010/73/EC to the extent implemented in the
relevant member state and includes any relevant implementing
directive measure in any member state (the "Prospectus Directive")
from the requirement to produce a prospectus. This Announcement is
being distributed to persons in the United Kingdom only in
circumstances in which section 21(1) of the Financial Services and
Markets Act 2000 ("FSMA") does not apply.
Members of the public are not eligible to take part in the
Placing. This Announcement is for information purposes only and is
directed only at: (a) persons in Member States of the Economic
European Area who are qualified investors within the meaning of
article 2(1)(e) of the Prospectus Directive ("Qualified
Investors"); and (b) in the United Kingdom, Qualified Investors who
are persons who (i) have professional experience in matters
relating to investments falling within the definition of
"investments professional" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); (ii) are persons falling within article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) persons to whom it may
otherwise be lawfully communicated; (all such persons together
being referred to as "Relevant Persons").
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the EEA.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made by Goldman Sachs
International or Numis Securities Limited ("Numis"), or by any of
their affiliates or agents as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to any interested person or its
advisers, and any liability therefore is expressly disclaimed. None
of the information in this Announcement has been independently
verified or approved by Goldman Sachs International or Numis or any
of their respective partners, directors, officers, employees,
advisers, consultants or affiliates. Save for any responsibilities
or liabilities, if any, imposed on Goldman Sachs International
and/or Numis by FSMA or by the regulator regime established under
it, no responsibility or liability is accepted by either Goldman
Sachs International or Numis or any of their respective partners,
directors, officers, employees, advisers, consultants or affiliates
for any errors, omissions or inaccuracies in such information or
opinions or for any loss, cost or damage suffered or incurred
howsoever arising, directly or indirectly, from any use of this
Announcement or its contents or otherwise in connection with this
Announcement or from any acts or omissions of the Company in
relation to the Placing.
Goldman Sachs International, which is authorised in the United
Kingdom by the Prudential Regulation Authority (the "PRA") and
regulated by the Financial Conduct Authority ("FCA") and the PRA,
is acting solely for the Company and no-one else in connection with
the Placing and Admission. Neither Goldman Sachs International nor
its affiliates, partners, directors, officers, employees or agents
are responsible to anyone other than the Company for providing the
protections afforded to clients of Goldman Sachs International or
for providing advice in connection with the Placing or for any
other matters referred to herein.
Numis, which is authorised and regulated in the United Kingdom
by the FCA, is acting for the Company and no-one else in connection
with the Placing and Admission. Neither Numis nor its affiliates,
partners, directors, officers, employees or agents are responsible
to anyone other than the Company for providing the protections
afforded to clients of Numis or for providing advice in connection
with the Placing and Admission or for any other matters referred to
herein.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Goldman Sachs
International and/or Numis that would permit an offering of such
shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company, Goldman Sachs International and Numis to inform themselves
about, and to observe, such restrictions.
Cautionary statements
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company, as a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made. The
information contained in this Announcement is subject to change
without notice and except as required by applicable law or
regulation (including to meet the requirements of the AIM Rules,
MAR, the Prospectus Rules and/or FSMA), the Company expressly
disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations
with regard thereto or any changes in events, conditions or
circumstances on which any such statements are based. Statements
contained in this Announcement regarding past trends or activities
should not be taken as representation that such trends or
activities will continue in the future. You should not place undue
reliance on forward-looking statements, which speak only as of the
date of this Announcement.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future years would necessarily match or exceed the
historical published earnings per share of the Company.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decisions to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by either Goldman Sachs International or
Numis.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange plc.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners have only procured investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROIPGUUPCUPRPPC
(END) Dow Jones Newswires
April 25, 2018 02:01 ET (06:01 GMT)
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