The LearnVantage offer for ThirdForce is on the following basis: 

The Independent Directors, consider the terms of the Cash Offer to be fair and reasonable.

The Independent Directors are aware that the Share Offer and the Composite Offer would expose a ThirdForce Shareholder accepting them to considerable risks, including those associated with an investment in shares in an unquoted company.

Commenting on the Offer on behalf of the Independent Directors, Mr. Mike Newton, said: 

"After careful consideration, the Independent Directors are pleased to have reached a position where the Cash Offer is at a price level at which the Independent Directors will recommend the Cash Offer to ThirdForce Shareholders. The Independent Directors believe that the Cash Offer represents a fair and reasonable opportunity for ThirdForce Shareholders to realise their investment for the cash consideration."

Commenting on the Offer on behalf of LearnVantage, the Chairman of LearnVantage, Mr. Pat McDonagh, said: 

"The LearnVantage Directors believe that the ThirdForce Group has well-established market positions in its chosen sectors and that it has significant scope for long-term growth and development and, accordingly, that the acquisition of ThirdForce by LearnVantage will provide LearnVantage with a platform upon which to build the Enlarged Group's position in the technology-enabled learning solutions and services sector. LearnVantage has made the Offer because it believes that the strategic objectives of ThirdForce can best be achieved as an unlisted entity. In particular, the LearnVantage Directors believe that not being admitted to trading on AIM and/or the IEX will give LearnVantage more flexibility in how it undertakes mergers and acquisitions, especially in the United Sates market, will enable management time and resources to be fully focused on developing the business of the Enlarged Group and will also enable cost savings which the Enlarged Group will make by not being admitted to trading on AIM and/or the IEX to be used to fund growth in the Enlarged Group's business. In view of the above beliefs, and in the context of the Offer, in order to facilitate those ThirdForce Shareholders who wish to continue their participation in ThirdForce, the LearnVantage Directors invite such ThirdForce Shareholders to accept either the Share Offer or the Composite Offer. For those ThirdForce Shareholders who wish to exit their investment in ThirdForce in respect of some or all of their ThirdForce Shares, or who cannot for regulatory reasons continue their participation in ThirdForce, the Cash Offer and the Composite Offer are being made available as alternatives to the Share Offer."