In October 2013, Epic Group, a leading international e-learning business announced its intention to list on AIM by way of a reverse takeover of a cash shell called In-Deed plc. The Group’s inaugural acquisition, that of LINE Communications in April 2014, marked the first realisation of Learning Technologies Group’s ‘buy and build’ strategy to create a learning technologies business with revenues in excess of £50m within three years.
LTG has since expanded considerably with a further six acquisitions enabling the Group to employ around 750 people in 17 locations across Europe, the United States, Asia-Pacific and South America. In May 2018, LTG completed the acquisition of PeopleFluent, a leading US independent provider of cloud-based integrated recruiting, talent management, and compensation management solutions, for a cash consideration of $150 million. Over two thirds of LTG’s revenue now comes from recurring software licences in its Products division.
After Epic plc announces its intention to list on AIM, Learning Technologies Group plc is formed. The newly-combined company is admitted to AIM on 8 November 2013.
In October 2013, Epic plc, a leading international e-learning business announced its intention to list on AIM by way of a reverse takeover of In-Deed plc., a non-trading cash shell. Epic had already established an impressive track record of profit and margin improvement within the fast-growing e-learning sector, with a market-leading position in the UK as well as international operations in Brazil and North America.
In November 2013, In-Deed plc acquired Epic plc, for the payment of £1.3 million in cash and the issue of 255 million shares at a price of 5.88 pence per ordinary share, to Epic’s shareholders, led by Chairman Andrew Brodie and Chief Executive Officer Jonathan Satchell. Andrew Brode and Jonathan Satchell also became Directors and major shareholders in the new combined company, which was renamed Learning Technologies Group plc (LTG).
The enlarged Group was admitted to AIM on 8 November 2013.
When LTG came to AIM in November 2013, the Board set the ambitious target of achieving run-rate revenues of £50 million and EBITDA margins of 20% by the end of 2018. The Board was able to announce that it had achieved these objectives more than one year ahead of expectation.
In April 2014, LTG acquires LINE Communications and also relaunches Epic’s cloud-based authoring tool, gomo, to the market. In May 2014, LTG acquires PRELOADED. In July 2014, Epic and LINE Communications merge to form LEO Learning.
In April 2014, a new version of gomo (gomo 2.0), an authoring tool developed in-house by Epic, was released as a commercially available product to huge acclaim. The gomo learning suite allows learning teams and designers around the world to collaborate, speeding up the e-learning production process and taking the headache away from creating, delivering, analysing and updating content.
Epic had been at the vanguard of this fast-moving segment since it developed mobile learning apps for iOS in 2010. The experience derived from creating that early mobile learning content was invaluable and the company quickly recognised that there was a demand for a mobile learning authoring tool to enable customers to create their own learning content that would work across multiple mobile devices.
To meet this demand Epic developed gomo, originally launched in June 2011, as one of the world’s first cloud-based, HTML5 e-learning authoring tools. In 2013, after three years of work and hundreds of successful projects, the decision was made to re-write gomo completely and turn the project into a standalone software business as part of LTG.
In April 2014, LTG acquired LINE Communications for a consideration of £9 million (£5.1 million was paid in cash and £3.9 million in new LTG shares issued to the shareholders of LINE).
LINE Communications had an established reputation as a designer of fully blended learning solutions, and the combining of the two companies created the undisputed UK leader in the e-learning custom content market. This acquisition marked the first realisation of LTG’s ‘build and buy’ strategy to create a learning technologies business with revenues in excess of £50m. Together, Epic and LINE formed LEO Learning, the largest e-learning services business in the UK with significant presence in the defence, retail, leisure and automotive sectors. The combined business significantly expanded LTG’s scale, capabilities, and client base and created a broader product platform, especially in multi-device learning, as well as providing an attractive platform to make further acquisitions.
The senior management team of LINE remained with the business and LINE’s CEO, Piers Lea, was appointed the Chief Strategy Officer of LTG. With the creation of LEO Learning, Dale Solomon, formerly Commercial Director of EPIC, was appointed Chief Operating Officer of LTG.
As part of the transaction, LTG raised £8 million by the placing of 50,000,000 shares at 16 pence per ordinary share, both to fund the cash element of the acquisition, as well as to provide additional capital to finance future acquisitions, continue the Group’s organic growth strategy, and for general corporate purposes.
In May 2014, LTG acquired PRELOADED for a cash consideration of £2.3 million, in a strategic move to add the services of a specialist learning games company to the Group, strengthening LTG’s position as a global end-to-end service provider of learning technologies.
PRELOADED had a leading reputation as a BAFTA-winning applied games studio, designing games to utilise the power of gaming to engage, educate and communicate in the areas of Learning, Health, Engagement and Training. PRELOADED works with organisations across the education, entertainment, publishing, advertising and broadcasting sectors, with clients including Amplify (a subsidiary of News Corp), Disney, Science Museum Group, Wellcome and the BBC.
The cash consideration of £2.3 million was met from the Group’s existing resources and application was made to AIM for the listing of the 3,125,000 Consideration Shares. All of PRELOADED’s senior management team and staff remained with the business.
In November 2014, Neil Elton, an experienced listed company finance director, was appointed as Chief Financial Officer of LTG.
In July 2015, LTG acquires Eukleia. In December 2015, LTG, through LEO Learning, announces a landmark Civil Service Learning (CSL) deal alongside our strategic partner KPMG UK LLP.
In July 2015, LTG acquired Eukleia, an e-learning provider to the financial services sector, for an initial payment of £7.5m (of which £6.0m was paid in cash and £1.5m in new LTG shares, at a price of 22 pence per share, issued to the shareholders of Eukleia). The acquisition of Eukleia brought with it significant strategic benefit to the Group, giving LTG a presence in the substantial and growing market for Governance, Risk and Compliance (GRC) and significantly expanding its scale and client base. Eukleia’s sector expertise was and is its key strength and LTG looked to use its operational expertise to enhance other Group businesses. In turn, LTG’s international presence would provide Eukleia with access to other GRC markets, in particular the US.
Eukleia offers its clients bespoke e-learning, generic e-learning courses, instructor-led training, localisation of training materials and its own learning management system. It is focussed on serving customers in the following sectors: investment banking, retail banking, fund management, commodity trading as well as exchanges and regulators themselves. Customers include HSBC, Barclays, TD Bank, Deutsche Bank and the London Stock Exchange.
LTG raised gross proceeds of £7.5m through the issue of 35,714,286 placing shares at the placing price of 21 pence per share to institutional and other investors.
In December 2015, LTG announced a landmark deal to design and develop a new learning architecture and to create and deliver blended courses that incorporate a combination of digital, informal and classroom components for the entire UK Civil Service, alongside our strategic partner KPMG UK LLP and other consortium partners.
In February 2016, LTG acquires Rustici Software and a 27.3% equity stake in Watershed LRS.
In January 2016, in line with the Group’s strategy of establishing an international full-spectrum e-learning business, LTG acquired Rustici Software LLC, the global market leader in digital learning interoperability, for an initial consideration of $26 million as well as a $3 million cash investment for a 27.3% equity stake in Watershed Systems Inc., developer of the next generation learning analytics platform.
Rustici Software is the acknowledged global leader in SCORM (Sharable Content Object Reference Model), the de facto industry standard for e-learning interoperability, allowing online learning content and learning management systems to communicate and work together. The acquisition places LTG at the heart of the e-learning industry.
Rustici Software is also the co-creator of the next generation of learning interoperability standards, Tin Can API, or xAPI. This global standard was created to capture rich data on every aspect of learning experiences. To utilise and exploit this data, the founders created a separate business, Watershed, which has developed a SaaS-based learning analytics service to fully ascertain the impact and effectiveness of learning programmes.
Gathering learning data, and in turn using this data to create more effective learning experiences and tangible business results, is the next significant advance for the learning industry and Watershed is at the forefront of this development.
In March 2017, LTG completes the acquisition of NetDimensions.
In September 2017, the LTG Board announced that the ambitious target set in November 2013 of achieving run-rate revenues of £50 million and EBITDA margins of 20% by the end of 2018 had been achieved more than one year ahead of plan.
In March 2017, LTG completed the acquisition of NetDimensions, a global provider of SaaS-based learning, knowledge and performance management solutions with particular focus on highly-regulated industries for £53.6 million. NetDimensions’ award-winning suite of learning products provides companies, government agencies, and other organisations with learning management solutions to personalise learning, share knowledge, foster collaboration and manage compliance programmes for employees, customers, partners and suppliers via mobile learning, social collaboration and other extended enterprise management tools.
NetDimensions focusses on highly-regulated industries where operational and compliance requirements are particularly complex e.g. automotive, healthcare, financial services and oil and gas. NetDimensions is one of only a few LMSs that is FDA approved in the United States. The company is based in Hong Kong, with offices in the US, UK, Germany and Australia.
In addition to announcing the offer, LTG also announced the conditional placing to raise approximately £46.5 million.
In October 2017, the Board of LTG announced new strategic objectives: to double run-rate revenues to £100 million and for run-rate adjusted EBIT to exceed £25 million by the end of 2020.
In June 2018, LTG further expands with the acquisition of PeopleFluent and in October 2018, NetDimensions is integrated into PeopleFluent, forming part of a new PeopleFluent Learning suite. Following the PeopleFluent acquisition, LTG launches two former PeopleFluent divisions as stand-alone brands: Affirmity, a supplier of workforce compliance and diversity solutions (October 2018) and VectorVMS, a leading vendor management and contingent workforce solutions provider (December 2018). In November 2018, LTG acquires the remaining 73% of Watershed.
In June 2018, LTG completed the acquisition of PeopleFluent, a leading US provider of cloud-based integrated recruiting, talent management, and compensation management solutions, for a cash consideration of $150 million. The acquisition of a best-of-breed talent management platform provides LTG with multiple avenues of growth. PeopleFluent brings a large installed base of customers, having worked with over 5,100 organisations in over 200 countries and territories – including 50% of the Fortune 100 – to engage employees to drive better business results.
As well as significantly expanding LTG’s international footprint in line with its stated strategy, the acquisition of PeopleFluent brings new and complementary capabilities to the Group.
Learning and talent are closely aligned. Integrated talent and learning solutions will become vital as the pressure increases on corporations to attract, develop and retain people. The acquisition was funded by a placing of 86,734,694 new ordinary shares, raising approximately £85 million, and financing up to c.£35 million (c.$48 million) in incremental debt financing.
Following the acquisition, two high-performing divisions within PeopleFluent are launched as stand-alone operating businesses: