Offer Document and Acceptance Form
Recommended cash offer (“Offer”) by Learning Technologies Group plc (“LTG”) for the entire issued and to be issued share capital of NetDimensions (Holdings) Limited (“NetDimensions”)
ACCESS TO THIS SECTION OF THE 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 OR LOCATED IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION IN THIS SECTION OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT, AND ARE NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT OR LOCATED 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 COMPLY WITH CONSENT OR OTHER FORMALITY WHICH LTG REGARDS AS UNDULY ONEROUS.
THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (“INFORMATION“) PUBLISHED BY LTG RELATING TO THE OFFER. IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION IN THIS SECTION OF THE 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 SECTION OF THE WEBSITE.
Basis of access
Please read this notice carefully as it applies to all persons who wish to view this section of the website and, depending upon who you are and where you live or are located, it may affect your rights.
The materials you are seeking to access are made available by LTG in good faith and for information purposes only, and are subject to the terms and conditions set out below. In particular, the Information does not constitute, or form part of, an offer to sell or otherwise dispose, or any invitation or solicitation of any offer to purchase or subscribe for, any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
Any person seeking to access this section of the website represents and warrants to LTG that they are doing so for information purposes only.
This notice and the Information contained in this section of the website may be altered or updated from time to time. You should read this notice and the Information in full carefully each time you visit this section of the website.
The Information contained in this section of the website is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction (a “Restricted Jurisdiction“), 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.
The Offer will not be made, directly or indirectly, in or into, and will not be capable of acceptance in or from, Canada, Australia or Japan. In addition it is not currently intended that the Offer will be made, directly or indirectly, in or into, or by use of mails or any means or instrumentality (including, without limitation, facsimile transmission, telephone or internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States and it is not currently intended that the Offer will be capable of acceptance by any such use, means, instrumentality or facility or from within the United States. Accordingly, all Information relating to the Offer is 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 any Information in or into the United States, Canada, Australia or Japan.
The Information (including information incorporated by reference) contains a number of forward-looking statements relating to LTG and its subsidiary undertakings (“LTG Group“) and NetDimensions and its subsidiary undertakings (“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 Offer 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 the respective documents.
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 the Information 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 in the Information, whether as a result of new information, future events or otherwise, except as required by applicable law.
Except as expressly provided in the Information, 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.
Responsibility for information
In relation to any Information contained in this section of the website, the only responsibility accepted by the directors of LTG and the directors of NetDimensions is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Documents included in this section of the website speak only at the specified date of the relevant document. LTG and NetDimensions expressly disclaim any obligation to disseminate, after the date of the posting of Information relating to the Offer on this section of the website, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
None of the directors of LTG or its affiliated companies or NetDimensions or its affiliated companies have reviewed, and none of them shall have any responsibility for, or accept any liability in respect of, any information on any other website that may be linked to this website by a third party.
Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to LTG in connection with the matters described or set out in the Information and no-one else and will not be responsible to anyone other than LTG for providing the protections offered to clients of Canaccord Genuity Limited nor for providing advice in relation to matters described or set out in the Information.
Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as nominated adviser and broker to LTG and no one else in connection with the matters described or set out in the Information and will not be responsible to anyone other than LTG for providing the protections afforded to clients of Numis Securities Limited nor for providing advice in relation to the matters described or set out in the Information.
Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser, nominated adviser and broker to NetDimensions and no one else in connection with the matters described or set out in the Information 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 described or set out in the Information.
In connection with the Offer, if you are in any doubt about the Offer or the action you should take, you should seek your own personal finance advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser, duly authorised and regulated under the Financial Services and Markets Act 2000 (as amended) if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.
This notice shall be governed by, and interpreted in accordance with the law of England and Wales.
Confirmation of understanding and acceptance of this notice
By clicking on “accept” you confirm that you:
- have read and understood the notice set out above, you understand that it may affect your rights or responsibilities, and that you agree to be bound by its terms;
- are not (nor do you act on behalf of someone who is) resident or located in any country that renders the accessing of this section of the website or parts thereof illegal;
- are lawfully entitled to access the information available to you on this website under all applicable laws and regulations;
- will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this section of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation;
- intend to access this section of the website for information purposes only; and
- you agree to be bound by the terms of the notice set out above and you confirm that you are permitted to proceed to this section of the website.
If you are not able to give these confirmations, you should click “decline” below.