Offer Microsite - Learning Technologies Group plc

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Offer for Learning Technologies Group plc ("LTG") by Leopard UK Bidco Limited ("Bidco") (a newly formed company owned by funds managed by GASC APF, L.P. and certain of its managed funds (including Atlantic Park), accounts and/or affiliates (the "Offer")

ACCESS TO THIS PART OF THE LTG WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THIS PART OF THE LTG WEBSITE. THIS PART OF THE LTG WEBSITE IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO OBTAIN A CONSENT OR COMPLY WITH ANY OTHER FORMALITY WHICH LTG REGARDS AS UNDULY ONEROUS. THIS PART OF THE LTG WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND/OR INFORMATION RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS. THE INFORMATION IS BEING MADE AVAILABLE ON THIS PART OF THE LTG WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. ANY PERSON SEEKING TO ACCESS THIS PART OF THE LTG WEBSITE REPRESENTS AND WARRANTS TO LTG THAT THEY ARE DOING SO FOR INFORMATION PURPOSES ONLY.

1. ACCESS TO THE OFFER

Please read this notice carefully – it applies to all persons who view this part of the LTG website and, depending upon who you are and where you are located, it may affect your rights or responsibilities. This part of the LTG website contains information relating to the Offer. Please note that, as the Offer progresses, the information contained on this part of the LTG website, as well as the terms of this notice, may be altered or updated. You should read the full text of this notice each time you visit this part of the LTG website.

For regulatory reasons, LTG must ensure that persons seeking to access this part of the LTG website are made aware of the appropriate regulations for the country which such person is in. To allow you to view information relating to the Offer on this part of the LTG website, you have to read the following in its entirety then click "I agree". If you are unable to agree, you must click "I disagree" and you will not be able to view any such information.

2. OVERSEAS JURISDICTIONS

Viewing the information contained in this part of the LTG website may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view this information. Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any legal or regulatory requirements applicable in their jurisdiction.

This part of the LTG website contains information that has been prepared for the purposes of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the information contained in this part of the LTG website or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the "I disagree" box below.

3. ADDITIONAL NOTICE TO US INVESTORS

The Offer, if made, will be made for the securities of LTG, a company incorporated under the laws of England and Wales, and is expected to be made in the United States in compliance with, and reliance on, the relevant provisions of Section 14(e) of the Securities Exchange Act of 1934 and Regulation 14E thereunder.

The Offer, if made, will be subject to disclosure and procedural requirements of the United Kingdom which are different from those in the United States. Neither the US Securities and Exchange Commission, nor any securities commission of any state of the United States, has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of any information in this part of the LTG website. Any representation to the contrary is a criminal offence in the United States.

The financial information included in certain documents contained in the LTG website has been prepared in accordance with non-US accounting standards, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of shares to enforce their rights and claims arising out of the US federal securities laws, since LTG is located in a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. Holders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.

The Offer, if made, will be subject to the applicable requirements of the City Code on Takeovers and Mergers, the UK Takeover Panel, the AIM Rules of the London Stock Exchange and the Financial Conduct Authority.

Any securities referred to in the information relating to the Offer that can be accessed via this part of the LTG website have not been and will not be registered under the Securities Act of 1933 (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

4. BASIS OF ACCESS TO INFORMATION RELATING TO THE OFFER

YOU SHOULD NOT PRINT, DOWNLOAD OR COPY ANY OF THE INFORMATION OR DOCUMENTS CONTAINED ON THIS PART OF THE LTG WEBSITE OR OTHERWISE MAIL, FORWARD, TRANSFER, DISTRIBUTE, SEND OR SHARE (BY ANY MEANS INCLUDING BY ELECTRONIC TRANSMISSION) ANY OF THE INFORMATION OR DOCUMENTS CONTAINED ON THIS PART OF THE LTG WEBSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, TRANSFER, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO. THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THIS PART OF THE LTG WEBSITE MAY NOT BE DOWNLOADED BY ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

The information relating to the Offer that can be accessed via this part of the LTG website is being made available in good faith and for information purposes only. Any person seeking access to this part of the LTG website represents and warrants to LTG that they are doing so for information purposes only. The information relating to the Offer that can be accessed via this part of the LTG website is not intended to be, and does not constitute, an offer to sell or the solicitation of an offer to subscribe for, or buy, or an invitation to purchase or subscribe for, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance, or transfer of the securities in any jurisdiction in contravention of applicable law.

LTG shareholders should seek advice from an appropriately authorised independent financial adviser as to the suitability of any action for the individual concerned. Any shareholder action required in connection with the Offer will only be set out in documents sent to or made available to LTG shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

5. FORWARD-LOOKING STATEMENTS

Some of the information contained in this part of the LTG website may include statements that are or may be deemed to be "forward-looking statements". These statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of LTG and/or Bidco about future events and are therefore subject to uncertainty and changes in circumstances which could cause actual results, performances, or events to differ materially from the future events expected or implied by the forward-looking statements. The forward-looking statements contained in this part of the LTG website may include statements about the expected effects of the Offer on: LTG and its subsidiary undertakings from time to time ("LTG Group"); Bidco and its subsidiary undertakings from time to time ("Bidco Group"); and the enlarged group following the Offer comprising the LTG Group and the Bidco Group ("Enlarged Group"), the expected timing and scope of the Offer, synergies, other strategic options and all other statements in this part of the LTG website other than historical facts. Forward-looking statements may (but will not always) include, without limitation, statements typically containing words such as "plans", "aims", "intends", "expects", "anticipates", "believes", "estimates", "will", "may", "budget", "forecasts" and "should" and words of similar import.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of LTG or Bidco. There are several factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as: domestic and global business and economic conditions; asset prices; market related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital and tax), changes in political and economic stability (including exposures to terrorist activities, the UK's exit from the EU (including any changes to the UK currency), Eurozone instability), the presence, transmission, threat or fear of a novel coronavirus, including the coronavirus disease (COVID19) or any evolution thereof, and/or any mandatory or advisory restriction issued, or action ordered, by any public authority, regulatory body or government in connection therewith including any federal, state, local or foreign regulation, rule, statute or law, disruption in business operations due to reorganisation activities, interest rate, inflation, the timing impact and other uncertainties of future or planned acquisitions or disposals or offers, the inability of the Enlarged Group to realise successfully any anticipated synergy benefits if the Offer is implemented (including changes to the board and/or employee composition of the Enlarged Group), the inability of the Bidco Group to integrate successfully the LTG Group's operations and programmes if the Offer is implemented, the Enlarged Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), or difficulties relating to the Offer if the Offer is implemented. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Investors should not place undue reliance on any forward-looking statements and neither LTG nor Bidco, nor any of their respective advisers, associates, directors or officers, undertakes any obligation to update publicly, expressly disclaim or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required, or provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward-looking statement contained in this part of the LTG website will actually occur.

6. RESPONSIBILITY

The directors of LTG only accept responsibility for the correctness and fairness of the reproduction or presentation of the information relating to the Offer on this part of the LTG website unless the responsibility statement in any relevant document expressly provides otherwise. No other liability, express or implied, is accepted by any such person for the content of such information, or for any information contained on any other website which may be linked to or from this part of the LTG website, save that nothing shall exclude the liability of a person for their fraud or fraudulent misrepresentation.

Subject to any continuing obligations under applicable law, the City Code on Takeovers and Mergers or the AIM Rules of the London Stock Exchange, LTG expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this part of the LTG website, any updates or revisions to any statements relating to the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

7. OTHER

If you are in any doubt about the contents of this website or the action you should take, you should seek your own financial advice from an independent advisor authorised under the Financial Services and Markets Act 2000 (as amended), or if you are outside the UK from an appropriately authorised financial advisor.

This notice shall be governed by, and interpreted in accordance with, English law.

8. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER.

I have read and understood the notice set out above and agree to be bound by its terms.

I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this part of the LTG website or parts of it illegal.

I will not print, download or copy or otherwise seek to mail, forward, transfer, distribute, send or share (by any means including by electronic transmission) any of the materials on this part of the LTG website either in whole or in part to any other person at any time.

I represent and warrant to LTG that I intend to access this part of the LTG website for information only, that I have read and understood the notice set out above and that I understand that it may affect my rights or responsibilities.

If you are unable to give these confirmations you should select “I disagree” below.
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