Learning Technologies : Placing of Secondary Shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR IN OR FROM THE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW

The information contained in this announcement is inside information for the purposes of Article 7 of EU Market Abuse Regulation No. 596/2014. Upon publication of this announcement, this inside information is now considered to be in the public domain.

8 October 2018

Placing of Secondary Shares in Learning Technologies Group plc

Following calls with a limited number of institutional investors, Learning Technologies Group plc (the 'Company') has been informed that Jonathan Satchell, Annabel Carol Lea and Tim Martin (together, the 'Sellers') are selling in aggregate 31,309,353 ordinary shares in the share capital of the Company at a price of 130 pence per share (the 'Placing').

Following completion of the Placing, Jonathan Satchell will hold 75,139,995 ordinary shares in the Company, representing approximately 11.3% of the Company's issued share capital. Annabel Carol Lea, a person closely associated with Piers Lea, the Chief Strategy Officer of the Company, will hold no ordinary shares in the Company, whilst Piers Lea will hold 8,714,030 ordinary shares in the Company, representing approximately 1.3% of the Company's issued share capital. Tim Martin will hold 3,846,137 ordinary shares in the Company, representing approximately 0.6% of the Company's issued share capital.

The Company has been informed that the rationale for the proposed share sales are all for personal finance arrangements, including estate planning and portfolio diversification purposes.

The remainder of the shares in the Company held by each of Jonathan Satchell, Piers Lea and Tim Martin following the Placing will be subject to lock-up periods which begin on Completion of the Placing and which end (i) one year after completion of the Placing, in the case of Jonathan Satchell and Piers Lea; and (ii) three months after completion of the Placing, in the case of Tim Martin (subject to certain customary exceptions and subject to waiver by Numis Securities Limited and Goldman Sachs International, who have acted as Joint Bookrunners in respect of the Placing together with Joh. Berenberg, Gossler & Co. KG).

The trade date for the Placing will be 8 October 2018 and settlement is expected to occur on 10 October 2018 on a T+2 basis, subject to the satisfaction or waiver of certain customary conditions. The proceeds from the Placing are payable in cash.

The Company is not a party to the Placing and will not receive any proceeds from the Placing.

Contacts:
Learning Technologies Group plc	[phone]
Jonathan Satchell, Chief Executive
Neil Elton, Group Finance Director
Numis Securities Limited	[phone]
Ben Stoop / Toby Adcock
Stuart Skinner / Michael Wharton (NOMAD)
Goldman Sachs International	[phone]
Will Smiley / James A Kelly / Adam Laikin
Joh. Berenberg, Gossler & Co. KG, London Branch	[phone]
Mark Whitmore / Ben Wright

This announcement and any information in it are for information purposes only and are only addressed to and directed at: (1) persons in any member state of the European Economic Area who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC)(as amended and including any relevant implementing measures)('Qualified Investors'); (2) in the United Kingdom, at Qualified Investors who: (A) have professional experience in matters relating to investments who fall within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order'); or (B) are persons falling within article 49(2)(a) to (d) of the Order; and (3) persons to whom it may otherwise be lawful to communicate it to (all such persons referred to in (1), (2) and (3) together being referred to as 'relevant persons'). The information regarding the Placing set out in this announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, South Africa, Australia, New Zealand or Japan or in any other jurisdiction in which such an offer of solicitation is unlawful.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States, Canada, South Africa, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, South African, Australian or Japanese securities laws. The Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act') or under the securities laws of any State or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. Person (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any State or other jurisdiction of the United States. There will be no public offering of securities in the United States or elsewhere.

Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of the Joint Bookrunners or their respective affiliates.

The distribution of this announcement and the offering or sale of the Shares in certain jurisdictions may be restricted by law. No action has been taken by the Sellers or the Bookrunners or any of their respective affiliates that would, or which is intended to, permit a public offer of the Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Sellers and the Joint Bookrunners to inform themselves about and to observe any such restrictions.

Numis Securities Limited, which is authorised and regulated by the Financial Conduct Authority, is acting for the Sellers only in connection with the Placing, and no one else, and will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Sellers for providing the protections offered to clients of Numis Securities Limited nor for providing advice in relation to the Placing or any other matter referred to in this announcement.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting for the Sellers only in connection with the Placing, and no one else, and will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Sellers for providing the protections offered to clients of Goldman Sachs International nor for providing advice in relation to the Placing or any other matter referred to in this announcement.

Joh. Berenberg, Gossler & Co. KG, London Branch, which is authorised and regulated by the German Federal Supervisory Authority (BaFin) and subject to limited regulation in the United Kingdom by the Financial Conduct Authority, is acting for the Sellers only in connection with the Placing, and no one else, and will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Sellers for providing the protections offered to clients of Joh. Berenberg, Gossler & Co. KG, London Branch nor for providing advice in relation to the Placing or any other matter referred to in this announcement.