Schedule 1 - In-Deed Online Plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

In-Deed Online plc (to be renamed Learning Technologies Group plc)

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Until Admission:

Elizabeth House

39 York Road

London

SE1 7NQ

After Admission:

52 Old Steine

Brighton

East Sussex

BN1 1NH

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.in-deedplc.co.uk until Admission, www.ltgplc.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Immediately prior to admission (subject to shareholder approval), In-Deed Online plc will acquire Epic Group Limited ("Epic") and change its name to Learning Technologies Group plc ("LTG"). Following Admission, the business of the enlarged group will be that acquired from Epic. Admission will be by way of a Reverse takeover under AIM Rule 14.

Epic is a leading learning technologies agency, established in 1986 and headquartered in Brighton, United Kingdom with additional offices in Rio de Janeiro, Brazil (established in 2011) and New York, United States (established in 2012). Epic provides a range of services, including e-learning, multi-device learning and learning platforms to leading organisations worldwide, including Bridgestone, Deloitte, easyJet, H&M, Lloyds Banking Group and Pearson. It also has a strong base of public sector customers in the UK, which includes a long-term contract with Civil Service Learning.

The enlarged group, LTG will be the first publicly quoted company that is focused on consolidating the corporate e-learning sector. The Directors believe that LTG is well placed to establish a substantial global organisation by combining e-learning companies from Asia, Europe, Latin America and US to form a market leading learning technologies agency.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares: 275,825,000

Nominal value of ordinary shares: £0.00375

Amount to be held in treasury: Nil

There are no restrictions on the transfer of ordinary shares.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital raised on Admission.

Anticipated market capitalisation: £15 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

c.82.72%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

No other exchanges or trading platforms.

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors:

Harry Hill - Chairman, proposed Non-Executive Director

Peter Gordon - Managing Director (to resign on Admission)

Boris Zhilin - Non-executive director (to resign on Admission)

Philip Williamson - Non-executive director (to resign on Admission)

Proposed Directors:

Andrew Brode - Proposed Non-Executive Chairman

Jonathan Satchell - Proposed Chief Executive Officer

Peter Mountford - Proposed Executive Deputy Chairman

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Before:

Hargreave Hale - 12.78%

Harry Hill - 8.48%

Peter Gordon - 8.48%

Numis Securities Ltd - 7.22%

Octopus Investments Ltd - 5.84%

Boris Zhilin - 5.49%

Laurence Jacobs - 5.39%

Anthony Ekins - 3.92%

Ben Green - 3.92%

George White - 3.92%

Paul Kaju - 3.92%

M D Barnard & Co Ltd - 3.36%

After:

Andrew Brode - 41.05%

Jonathan Satchell - 41.05%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 30 June 2013

(iii) Next three results to be published:

(a) 30 June 2014 (annual accounts for the 12 months ending 31 December 2013)

(b) 30 September 2014 (interim results for the 6 months ending 30 June 2014)

(c) 30 June 2015 (annual accounts for the 12 months ending 31 December 2014)

EXPECTED ADMISSION DATE:

8 November 2013

NAME AND ADDRESS OF NOMINATED ADVISER:

Numis Securities Limited

The London Stock Exchange Building

10 Paternoster Square

London

EC4M 7LT

NAME AND ADDRESS OF BROKER:

Numis Securities Limited

The London Stock Exchange Building

10 Paternoster Square

London

EC4M 7LT

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

From the offices of Numis Securities Limited:

Numis Securities Limited

The London Stock Exchange Building

10 Paternoster Square

London

EC4M 7LT

The admission document will also be available for download at:

www.ltgplc.com

The admission document will contain full details regarding the applicant and the admission of its securities.

DATE OF NOTIFICATION:

25 October 2013

NEW/ UPDATE:

NEW