8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 11, 2010

SkillSoft Public Limited Company

(Exact Name of Registrant as Specified in Charter)

Republic of Ireland	0-25674	None
(State or Other Juris- diction of Incorporation	(Commission File Number)	(IRS Employer Identification No.)

107 Northeastern Boulevard Nashua, New Hampshire	03062
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (603) 324-3000

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 5.01. Changes of Control of Registrant.
	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EX-10.1 Transaction Agreement, dated as of February 11, 2010, by and between SkillSoft Public Limited Company and SSI Investments III Limited
EX-10.2 Expenses Reimbursement Agreement, dated as of February 11, 2010, by and between SkillSoft Public Limited Company and SSI Investments III Limited
EX-99.1 Rule 2.5 Announcement, dated February 12, 2010
EX-99.2 Press Release issued by SkillSoft Public Limited Company on February 12, 2010
EX-99.3 List of Frequently Asked Questions distributed by SkillSoft Public Limited Company to its employees on February 12, 2010

Item 1.01. Entry into a Material Definitive Agreement.

On February 12, 2010, SkillSoft Public Limited Company, a public limited company incorporated under Irish company law (the “Company”), announced that it has reached agreement on the terms of a recommended acquisition of the Company by SSI Investments III Limited (“SSI Investments”), a company formed by funds sponsored by each of Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC (collectively, the “Investor Group”) (the proposed acquisition by SSI Investments of the Company is referred to as the “Acquisition”).

The Acquisition will be effected by means of a scheme of arrangement (the “Scheme”) under Section 201 of the Irish Companies Act 1963 (the “Companies Act”), pursuant to which SSI Investments will acquire all of the outstanding securities of the Company not already owned by the Investor Group from Company shareholders or American Depositary Share (“ADS”) holders for cash. As a result of these arrangements, the Company will become an indirect wholly-owned subsidiary of SSI Investments. The Scheme is subject to the conditions and the terms to be set forth in the Scheme Document to be delivered to the Company’s shareholders. To become effective, the Scheme requires, among other things, the approval at an Irish Court Meeting of a majority in number of the Company’s shareholders, present and voting either in person or by proxy, representing 75% or more in value of the Company’s shares held by the Company’s shareholders, as well as the approval by the Company’s shareholders of resolutions relating to the implementation of the Scheme at an Extraordinary General Meeting to be held directly after the Court Meeting. It is expected that the Acquisition and the Scheme will become effective prior to July 16, 2010. Assuming the necessary approvals are obtained and all conditions have been satisfied, the Acquisition will become effective upon delivery to the Registrar of Companies in Ireland of the court order of the Irish High Court sanctioning the Scheme. Upon the Acquisition becoming effective, it will be binding on all of the Company’s shareholders and ADS holders.

On February 12, 2010, the Company and the Investor Group issued a Rule 2.5 Announcement as required under Irish law (the “Rule 2.5 Announcement”) and the Company issued a press release announcing that the Company, SSI Investments and the Investor Group have reached agreement on the terms of a recommended Acquisition pursuant to a scheme of arrangement under the Companies Act. The Rule 2.5 Announcement and the press release are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Transaction Agreement

In connection with the Scheme, on February 11, 2010, the Company and SSI Investments entered into a transaction agreement (the “Transaction Agreement”), which governs their relationship during the period until the Scheme becomes effective, lapses or is withdrawn and which contains certain assurances in relation to the implementation of the Scheme and the conduct of the Company up to the date on which the Scheme becomes effective in accordance with its terms.

Under the terms of the Scheme, the Company’s shareholders will be entitled to receive $10.80 in cash per ordinary share or ADS of the Company in return for the cancellation of their shares or ADSs (the “Consideration”), excluding shares held by the Investor Group or its affiliates. The Consideration values the entire issued and to be issued share capital of the Company at approximately $1.1 billion.

Under the terms of the Transaction Agreement, the Company’s Board of Directors is permitted to solicit (during the period beginning on the date of the Transaction Agreement and continuing until 11:59 p.m. Eastern Time on March 6, 2010) and accept an alternative acquisition proposal if that proposal is deemed by the Company’s Board of Directors to be more favorable to the

Company’s shareholders and can be reasonably expected to be completed, subject to SSI Investments’ expense reimbursement.

The foregoing description of the terms of the Transaction Agreement is qualified in its entirety by the complete text of the Transaction Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Expenses Reimbursement Agreement

Also on February 11, 2010, in connection with the Acquisition, the Company entered into an Expenses Reimbursement Agreement with SSI Investments (the “Expenses Reimbursement Agreement”), the terms of which have been approved by the Irish Takeover Panel. Under the Expenses Reimbursement Agreement, the Company has agreed to pay specific quantifiable third-party costs and expenses incurred by SSI Investments in connection with the Acquisition in the circumstances outlined below. The liability of the Company to pay these amounts is limited to a maximum amount equal to one percent of the aggregate value of the entire issued share capital of the Company (excluding shares held by Stockbridge Fund, LP, an affiliate of Berkshire Partners LLC), exclusive of any value added tax attributable to such third party costs to the extent that it is recoverable by SSI Investments. The circumstances in which such payment will be made include:

• the Board of the Company (or any member of the Board) withdraws, adversely modifies or qualifies its recommendation to the Company’s shareholders to vote in favor of the Scheme;

• the Company willfully takes or omits to take any action, such as failing to post the Scheme Document, preventing the Company’s shareholders from voting at any meetings to approve the Scheme, unilaterally altering the terms and conditions of the Scheme, or failing to deliver the Court Order and minute of reduction of capital to the Registrar of Companies (in any such case without the consent of SSI Investments); or

• prior to the Scheme being withdrawn by the Company or lapsing in accordance with its terms, a competing offer is announced and subsequently made and that competing offer or a competing offer in which that competing party is interested or participates subsequently becomes effective or unconditional within 18 months of such lapse or withdrawal.

The foregoing description of the terms of the Expenses Reimbursement Agreement is qualified in its entirety by the complete text of the Expenses Reimbursement Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.01. Changes of Control of Registrant.

If the Scheme becomes effective, there will be a change in control of the Company. See the disclosure regarding the Scheme and Acquisition under Item 1.01 above for additional information.

Item 8.01. Other Events.

On February 12, 2010, the Company distributed to its employees a list of frequently asked questions, a copy of which is attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

The Company plans to file with the SEC and mail to its shareholders a Proxy Statement (comprising the Scheme Document) in connection with the proposed Acquisition and the Scheme. Investors and shareholders are urged to read the Proxy Statement (comprising the Scheme Document) carefully when it becomes available because it will contain important information about the Company, the proposed Acquisition and the Scheme and related matters. Investors and security holders will be able to obtain free copies of the Proxy Statement (comprising the Scheme Document) and other documents filed with the SEC by the Company through the web site maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the Proxy Statement (comprising the Scheme Document) from the Company by contacting SkillSoft PLC, Attention: Investor Relations, 107 Northeastern Boulevard, Nashua, New Hampshire 03062, USA; telephone number: (603) 324-3000.

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the Scheme. Information regarding the Company’s directors and executive officers is contained in the Company’s Annual Report on Form 10-K for the year ended January 31, 2009, supplemented by Form 10-K/A dated May 28, 2009, and its Proxy Statement on Schedule 14A, dated August 26, 2009, which are filed with the SEC. These documents are available free of charge at the SEC’s web site www.sec.gov.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This document includes information that constitutes forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Statements in this document regarding the proposed transaction between the Investor Group, SSI Investments and the Company, the expected timetable for completing the proposed transaction and any other statements about the Investor Group’s or the Company’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements. Forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements. Factors that could cause or contribute to such differences include competitive pressures, changes in customer demands or industry standards, adverse economic conditions, loss of key personnel, litigation and other risk factors disclosed under the heading “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2009, as filed with the Securities and Exchange Commission. The forward-looking statements provided by the Investor Group and the Company in this document represent the views of the Investor Group and the Company as of the date of this document. The Investor Group and the Company anticipate that subsequent events and developments may cause their views to change. However, while the Investor Group and the Company may elect to update these forward-looking statements at some point in the future, the Investor Group and the Company specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing the Investor Group’s or the Company’s views as of any date subsequent to the date of this document.

Legal Information

The directors of the Company accept responsibility for the information contained in this document, other than that relating to SSI Investments, Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC and the directors of SSI Investments and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of the Company (who have taken all reasonable care to ensure such is the case), the information

contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The directors of SSI Investments accept responsibility for the information contained in this document relating to SSI Investments, Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC and the directors of SSI Investments and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of SSI Investments (who have taken all reasonable care to ensure such is the case, the information contained in this document for which they accept responsibility) is in accordance with the facts and does not omit anything likely to affect the import of such information.

Credit Suisse, which is regulated under the laws of the United States of America, is acting as lead financial advisor to the Company and no one else in connection with the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Credit Suisse or for providing advice in relation to the Acquisition, the contents of this document or any proposed transaction or arrangement referred to herein.

Morgan Stanley, which is regulated under the laws of the United States of America, is acting as lead financial advisor to SSI Investments and the Investor Group and no one else in connection with the Acquisition and will not be responsible to anyone other than SSI Investments and the Investor Group for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Acquisition, the contents of this document or any proposed transaction or arrangement referred to herein.

Barclays Capital, which is regulated under the laws of the United States of America, is acting as financial advisor to SSI Investments and the Investor Group and no one else in connection with the Acquisition and will not be responsible to anyone other than SSI Investments and the Investor Group for providing the protections afforded to clients of Barclays Capital or for providing advice in relation to the Acquisition, the contents of this document or any transaction or arrangement referred to herein.

WilmerHale and William Fry are acting as legal advisors to the Company. Ropes & Gray LLP and Mason Hayes + Curran are acting as legal advisors to SSI Investments, Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC.

This document does not constitute an offer to purchase, sell, subscribe for or exchange or the solicitation of an offer to purchase, sell, subscribe for or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007, as amended (the “Takeover Rules”), if any person is, or becomes, ‘interested’ (directly or indirectly) in, one per cent, or more of any class of ‘relevant securities’ of the Company, all ‘dealings’ in any ‘relevant securities’ of the Company (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by not later than 3:30 pm (Dublin time) on the business day following the date of the relevant transaction. This requirement will continue until the date on which the scheme becomes effective or on which the ‘offer period’ otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of the Company, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all ‘dealings’ in ‘relevant securities’ of the Company by SSI Investments or the Company, or by any of their respective ‘associates’ must also be disclosed by no later than 12 noon (Dublin time) on the business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed can be found on the Panel’s website at www.irishtakeoverpanel.ie.

‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Takeover Rules, which can also be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Panel’s website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 (0)1 678 9020; fax number +353 (0)1 678 9289.

The release, publication or distribution of this document in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this document and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction in respect of which it would be unlawful to do so, including (but not limited to) Canada, South Africa, Australia and Japan. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Acquisition disclaim any responsibility or liability for the violations of any such restrictions by any person.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

     The following exhibits are filed with this Current Report on Form 8-K:

10.1	Transaction Agreement, dated as of February 11, 2010, by and between SkillSoft Public Limited Company and SSI Investments III Limited.
10.2	Expenses Reimbursement Agreement, dated as of February 11, 2010, by and between SkillSoft Public Limited Company and SSI Investments III Limited.
99.1	Rule 2.5 Announcement, dated February 12, 2010.
99.2	Press Release issued by SkillSoft Public Limited Company on February 12, 2010.
99.3	List of Frequently Asked Questions distributed by SkillSoft Public Limited Company to its employees on February 12, 2010.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SkillSoft Public Limited Company
Date: February 12, 2010	By:	/s/ Charles E. Moran
		Charles E. Moran
		President and Chief Executive Officer

EX-10.1

Exhibit 10.1

Execution Version

SSI INVESTMENTS III LIMITED

SKILLSOFT PLC

TRANSACTION AGREEMENT

William Fry
Solicitors
Fitzwilton House
Wilton Place
Dublin 2
www.williamfry.ie

© William Fry 2010

020533.0001.DMF/MAT

CONTENTS

SECTION 1.0 - INTERPRETATION	3
SECTION 2.0 - RULE 2.5 ANNOUNCEMENT, SCHEME AND OPTIONHOLDER PROPOSAL	3
SECTION 3.0 - IMPLEMENTATION OF THE SCHEME	5
SECTION 4.0 - SKILLSOFT OPTIONS AND SKILLSOFT EMPLOYEE SHARE PURCHASE PLAN	13
SECTION 5.0 - SKILLSOFT CONDUCT	15
SECTION 6.0 - REPRESENTATIONS AND WARRANTIES	24
SECTION 7.0 - DIRECTORS, OFFICERS AND EMPLOYEES	26
SECTION 8.0 - COMPLETION	29
SECTION 9.0 - TERMINATION	30
SECTION 10.0 - GENERAL	31
SECTION 11.0 - INTERPRETATION	34
SCHEDULE 1	41
SCHEDULE 2	43
SCHEDULE 3	55

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THIS AGREEMENT is made on 11 February 2010

BETWEEN:

SSI Investments III Limited
a company incorporated in Ireland
with registered number 480477
having its registered office
at Block 3, Harcourt Centre,
Harcourt Road, Dublin 2
(hereinafter called “SSI”)

-and-

SkillSoft plc
a company incorporated in Ireland
with registered number 148294
having its registered office
at Belfield Office Park,
Clonskeagh, Dublin 4
(hereinafter called “SkillSoft”)

BACKGROUND:

A.	SSI has agreed to make a proposal to acquire SkillSoft on the terms set out in the Rule 2.5 Announcement (as defined below).
B.	This Agreement sets out certain matters relating to the conduct of the Acquisition (as defined below) that have been agreed by the Parties.

THE PARTIES AGREE AS FOLLOWS:

SECTION 1.0 — INTERPRETATION

1.1	Interpretation
	Capitalised terms used in this Agreement are defined in Section 11.

SECTION 2.0 — RULE 2.5 ANNOUNCEMENT, SCHEME AND OPTIONHOLDER
PROPOSAL

2.1 Rule 2.5 Announcement

2.1.1 SSI confirms that its board of directors (or a duly authorised committee thereof) has approved the contents and release of the Rule 2.5 Announcement.

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2.1.2	SkillSoft confirms that the Board unanimously considers that the terms of the Scheme are fair and reasonable and that the Board has unanimously resolved to recommend to SkillSoft Shareholders that they vote in favour of the Resolutions. The unanimous recommendation of the Board that SkillSoft Shareholders vote in favour of the Resolutions, and the related opinion of the financial advisers to the Board, are set out in the Rule 2.5 Announcement and shall be incorporated in the Scheme Document and any other document sent to SkillSoft Shareholders in connection with the Acquisition to the extent required by the Takeover Rules. Nothing in this Clause 2.1.2 shall require SkillSoft or the Board to take, or procure the taking of, any action where the Board determines in good faith, after consultation with its outside legal counsel and its financial advisers, that their fiduciary duties require them not to take or procure the taking of such action.
2.1.3	Irrevocable undertakings in the Agreed Form, executed in favour of SSI by each of the members of the Board, in respect of inter alia their entire beneficial shareholding in SkillSoft, have been delivered to SSI at the date of this Agreement.
2.1.4	Concurrently with the execution of this Agreement, SkillSoft and SSI are executing and delivering the Expenses Reimbursement Agreement to the other Party.
2.1.5	Immediately following the release of the Rule 2.5 Announcement, SkillSoft shall use all reasonable efforts to assist SSI in obtaining irrevocable undertakings from certain of SkillSoft’s major institutional shareholders as agreed between the parties to vote in favour of the Acquisition at the Court Meeting and the EGM.
2.1.6	Forthwith upon the execution of this Agreement, SkillSoft shall, in accordance with, and for the purposes of, the Takeover Rules, procure the release of the Rule 2.5 Announcement to a RIS by no later than 9.30am United States Eastern Standard Time on 12 February 2010.

2.2 Scheme

2.2.1

SkillSoft and SSI agree to cooperate to put the Scheme to the SkillSoft Shareholders in the manner set out in Section 3.0 and, subject to the passing of the Resolutions, in each case by the requisite majorities, SkillSoft will, in the manner set out in Section 3.0, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition. Each of the Parties shall use all of its reasonable efforts to adhere to the indicative timetable set forth in Schedule 1 hereto (the “Timetable”).

2.2.2

SSI agrees that it will participate in the Scheme, as proposed by SkillSoft to the SkillSoft Shareholders, and that it shall, subject to the requisite SkillSoft Shareholder and High Court approvals, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme.

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2.2.3 Each of SSI and SkillSoft agree that it shall fully and promptly perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme and each will use all of its reasonable efforts to take such other steps as are reasonably required of it for the proper implementation of the Scheme, including, without limitation, those required of it pursuant to Clause 8.1 in connection with Completion.

2.3	SkillSoft Options
	Subject to the posting of the Scheme Document in accordance with Clause 3.1, the Parties agree that the Optionholder Proposal will be made to SkillSoft Optionholders in respect of their SkillSoft Options and to the holders of purchase rights under the SkillSoft Employee Share Purchase Plan in accordance with Clause 4.2 and Rule 15 of the Takeover Rules.

SECTION 3.0 — IMPLEMENTATION OF THE SCHEME

3.1	Responsibilities of SkillSoft
	SkillSoft shall:

3.1.1	be responsible for the preparation of (and, subject as hereinafter provided, entitled to determine the final form of) the Scheme Document and all other documentation necessary to effect the Scheme and to convene the EGM and Court Meeting;
3.1.2	instruct a barrister (of senior counsel standing) (the identity of whom will be agreed in advance with SSI) and provide SSI and its advisers with the opportunity to attend any meetings with such barrister to discuss substantive matters pertaining to the Scheme and any issues arising in connection with it;
3.1.3	as promptly as practicable after the date of this Agreement, and in any event no later than 19 February 2010, SkillSoft shall prepare and, save as otherwise agreed or as hereinafter provided, cause to be filed with the SEC and the Panel the Scheme Document provided that neither SkillSoft nor any of its Representatives shall have any responsibility or liability for any failure to meet this date where SkillSoft has used all reasonable efforts to achieve this date or where the failure to do so was caused or contributed to by persons or circumstances outside of its control;
3.1.4	as promptly as practicable, notify SSI upon the receipt of any comments from the SEC, its staff or the Panel or any request from the SEC, its staff or the Panel for amendments or supplements to the Scheme Document and the related forms of proxy, shall cause all filings required on the part of SkillSoft to be delivered, insofar as lies within its powers of procurement, promptly to the SEC and provide SSI with copies of all written correspondence with the SEC, its staff or the Panel, and shall keep SSI reasonably informed (but not requiring either Party to communicate with the other or its Representatives more than once in any day) of all discussions between SkillSoft and its Representatives, on the one hand, and the SEC, its

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staff, or the Panel, on the other hand to the extent such written correspondence and/or discussions relate to the Scheme, the Scheme Document, this Agreement, the Expenses Reimbursement Agreement or any issue, matter, consent or approval sought from the SEC and/or the Panel in connection with the Scheme (but not, for the avoidance of doubt, relating to any Third Party Transaction Proposal or proposed change in the Scheme Recommendation in relation thereto) provided always that any correspondence or other information required to be provided under this Clause 3.1.4 may be redacted:

(a)	to remove references concerning the valuation of the businesses of SkillSoft;
(b)	as necessary to comply with contractual obligations; and
(c)	as necessary to address reasonable privilege or confidentiality concerns;

3.1.5 prior to filing or despatch of the Scheme Document, or any amendment or supplement thereto (other than any of the foregoing relating to any Third Party Transaction Proposal or proposed change in the Scheme Recommendation in relation thereto), with the SEC or the Panel, or responding to any comments of the SEC, its staff or the Panel with respect thereto, SkillSoft shall:

(a)	promptly provide SSI with a reasonable opportunity to review and comment on such document or response; and
(b)	promptly discuss with SSI and include in such document or response all comments reasonably and promptly proposed by SSI to the extent that it, acting reasonably, considers these to be appropriate; and
(c)	not file such document with the Panel or the SEC prior to receiving the approval of SSI, which approval shall not be unreasonably withheld, conditioned or delayed.

3.1.6

afford SSI reasonable opportunities to review and make comments on all documents prepared by SkillSoft for filing with the High Court in connection with the Scheme and will accommodate such comments to the extent it, acting reasonably, considers these to be appropriate and shall not file any such document with the High Court prior to receiving the approval of SSI, which approval shall not be unreasonably withheld, conditioned or delayed;

3.1.7

promptly and using all reasonable efforts to make all necessary applications to the High Court in connection with the implementation of the Scheme (including issuing appropriate proceedings requesting the High Court to order that the Court Meeting be convened as soon as possible following the publication of the Rule 2.5 Announcement), and using all reasonable efforts so as to ensure (insofar as possible) that these are made in accordance with

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	the Timetable and in any event so as to ensure that the hearing of such proceedings occurs as soon as practicable in order to facilitate the despatch of the Scheme Document and seek such directions of the High Court as it considers necessary or desirable in connection with such Court Meeting;
3.1.8	procure the publication of the requisite advertisements and despatch of the Scheme Document (in a form acceptable to the Panel) and the forms of proxy for the use at the Court Meeting and the EGM (the form of which shall be agreed between the Parties) to SkillSoft Shareholders on the register of members of SkillSoft on the record date agreed with the High Court, as soon as possible and in any event within three (3) Business Days after the approval of the High Court to despatch the documents being obtained, and to the SkillSoft Optionholders and the holders of purchase rights under the SkillSoft Employee Share Purchase Plan on such date, for information only, as soon as is reasonably practicable after the approval of the High Court to despatch the documents being obtained, and thereafter shall publish and/or post such other documents and information (the form of which shall be agreed between the Parties) as the High Court may approve or direct from time to time in connection with the implementation of the Scheme in accordance with applicable law as soon as possible and in any event within two (2) Business Days after the approval of the High Court to publish or post such documents being obtained provided that neither SkillSoft nor any of its Representatives shall have any responsibility or liability for any failure to meet any of the timelines provided for in this Clause 3.1.8 where SkillSoft has used all reasonable efforts to achieve this date or where the failure to do so was caused or contributed to by persons or circumstances outside of its control;
3.1.9	subject to the obligations of the Board under the Takeover Rules, and unless the Board determines in good faith after consultation with its outside legal counsel and its financial advisors that the Board’s fiduciary duties require otherwise, will procure that the Scheme Document shall include the Scheme Recommendation;
3.1.10	include in the Scheme Document a notice convening the EGM to be held immediately following the Court Meeting to consider and, if thought fit, approve the EGM Resolutions;
3.1.11	prior to the Court Meeting, keep SSI informed on a daily basis in the two (2) weeks prior to the Court Meeting, of the number of proxy votes received in respect of resolutions to be proposed at the Court Meeting and/or the EGM and the identity of the SkillSoft Shareholders who have cast such votes;
3.1.12	subject to Clause 3.5, hold the Court Meeting and the EGM on the date set out in the Scheme Document or such later date as may be agreed in writing between the Parties, and in such a manner as shall be approved by the High Court and propose the Resolutions without any amendments, unless such amendments have been agreed in writing with SSI;
3.1.13	promptly following the Court Meeting and the EGM (assuming approval of the Resolutions by the requisite majorities), present the Petition to the High

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	Court and issue a notice of motion for directions and file any grounding affidavits required requesting the High Court to issue directions in relation to the hearing of the Petition;
3.1.14	promptly after the issue of directions by the High Court, take steps to comply with the same and proceed with the Petition to obtain the Court Order and take any other action reasonably necessary to make the Scheme effective including reconvening the Court Meeting and other necessary shareholder meetings if so required by the High Court;
3.1.15	subject to the obligations of the Board under the Takeover Rules, and unless the Board determines in good faith after consultation with its outside legal counsel and its financial advisors that the fiduciary duties of the Board require them to do otherwise, use all reasonable efforts to achieve satisfaction of all of the Conditions as soon as practicable before 16 July 2010;
3.1.16	following the Court Meeting and EGM, assuming the Resolutions are duly passed (including by the requisite majorities required under Section 201 of the Act in the case of the Court Meeting), shall take all necessary steps on the part of SkillSoft and prepare and issue, serve and lodge all such court documents and seek the sanction of the High Court to the Scheme as soon as possible thereafter;
3.1.17	save in respect of any SkillSoft Shares issued for the purpose of satisfying the exercise of a SkillSoft Option set out in the Options Schedule or purchase rights granted under the SkillSoft Employee Share Purchase Plan, not allot any SkillSoft Shares between the Court Meeting Record Time and the Effective Time; and
3.1.18	take such other steps as are reasonably required of it for the proper implementation of the Scheme, including, without limitation, those required of it pursuant to Clause 8.1 in connection with Completion.

3.2	Responsibilities of SSI
	SSI shall:

3.2.1	if required, undertake to the High Court to be bound by the terms of the Scheme insofar as it relates to SSI;
3.2.2	use all reasonable endeavours to procure that any Relevant Entity, identified as having any interest in any SkillSoft Shares or ADSs shall exercise all rights in respect of its Shares and/or ADSs (as applicable) so as to implement the Scheme including to vote or, if required by law, the High Court, the Takeover Rules or other rules, to refrain from voting, at any Court Meeting and/or EGM as the case may be;
3.2.3	procure that the other members of its Group and, insofar as lies within its power or procurement, its Representatives, take all such steps as are necessary or desirable in order to implement the Scheme;

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3.2.4	keep SkillSoft informed and consult with SkillSoft as to the performance of the obligations and responsibilities required of it and as to any developments relevant to the proper implementation of the Scheme;
3.2.5	afford all such co-operation and assistance as may reasonably be requested of it by SkillSoft in respect of the preparation and verification of any document or in connection with any application, Clearance, confirmation or consent required for the implementation of the Scheme including (without limitation) the provision to SkillSoft of such information and confirmation relating to it, its subsidiaries and any of its or their respective directors or employees as SkillSoft may reasonably request and to do so in a timely manner and assume responsibility for the information relating to it contained in the Scheme Document or any other document sent to the SkillSoft Shareholders or filed with the High Court or in any announcement;
3.2.6	review and provide comments (if any) in a timely manner on all documentation submitted to it;
3.2.7	use all reasonable efforts to achieve satisfaction of all of the Conditions as soon as practicable before 16 July 2010; and
3.2.8	take such other steps as are reasonably required of it for the proper implementation of the Scheme, including, without limitation, those required of it pursuant to Clause 8.1.3 in connection with Completion.

3.3 Mutual Responsibilities of the Parties

3.3.1

If SkillSoft or SSI becomes aware of any information that, pursuant to the Takeover Rules, the Act or the Exchange Act, should be disclosed in an amendment or supplement to the Scheme Document, then the Party becoming so aware shall promptly inform the other Party thereof and the Parties shall cooperate with each other in filing such amendment or supplement with the Panel, and, if required, the SEC and the High Court and, if appropriate, in mailing such amendment or supplement to the SkillSoft Shareholders and, for information only, to the SkillSoft Optionholders.

3.3.2

Each of SkillSoft and SSI shall use all of its reasonable efforts to:

(a)

take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby (including, without limitation, the Acquisition) as promptly as practicable including, without limitation, those required of them respectively pursuant to Clause 8.1.3 in connection with Completion

(b)

as promptly as practicable, obtain from any Relevant Authority any Clearances required to be obtained or made by it or any of their respective Subsidiaries in connection with the authorisation, execution and delivery of this Agreement and the consummation of

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	the transactions contemplated hereby (including, without limitation, the Acquisition) as soon as practicable before 16 July 2010;
(c)	as promptly as practicable, and in any event, with respect to those filings and submissions required under the HSR Act, within 10 Business Days after the date of the Rule 2.5 Announcement, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Acquisition required of it, under the HSR Act and the equivalent laws in Brazil, Germany and Austria;
(d)	as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Acquisition required of them under (A) the Exchange Act and any other applicable federal or state securities laws, (B) the Takeover Rules and the Act, (C) the High Court, and (D) any applicable legal or regulatory requirement (including any legal or regulatory requirement of any Regulatory Authority); and
(e)	execute or deliver any additional instruments as are reasonably required of it and are necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement (including, without limitation, the Acquisition).

3.3.3

Each of SkillSoft and SSI shall promptly give (or shall cause their respective Subsidiaries to give) any notices to third parties and use, and cause each of their respective Subsidiaries to use, all reasonable efforts to obtain any third party Clearances required on behalf of such Party or any of its Subsidiaries in connection with the Acquisition that are necessary to consummate the transactions contemplated hereby, it being understood that neither SkillSoft nor SSI nor any of their respective Subsidiaries shall be required to make any material payments, other than filing or other fees payable to a Relevant Authority for seeking the relevant Clearance, in connection with the fulfilment of its obligations under this Clause 3.3.3.

3.3.4

Each of SSI and SkillSoft shall save where prohibited by applicable law:

(a)

promptly advise each other of any material written communication received by it, or by any Subsidiary of it, from any Relevant Authority or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement;

(b)

to the extent practicable, not participate in any substantive meeting or discussion with any Relevant Authority in respect of any filing, investigation, or inquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, to the extent permitted by such Relevant Authority, gives the other Party the opportunity to attend; and

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(c) except in connection with any Third Party Transaction Proposal or proposed change in the Scheme Recommendation in relation thereto, promptly furnish the other Party with copies of all material correspondence, filings and written communications between them and their Subsidiaries and advisers, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement, the Scheme and the Acquisition, except that materials may be redacted: (i) to remove references concerning the valuation of the businesses of SkillSoft or SSI; (ii) as necessary to comply with contractual obligations; and (iii) as necessary to address reasonable privilege or confidentiality concerns.

	Neither SSI nor SkillSoft shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of the other Party, which consent shall not be unreasonably withheld or delayed.
3.3.5	Each Party shall promptly provide such information as may reasonably be requested by any competition or anti-trust regulatory body or authority under the HSR Act or the equivalent laws in Brazil, Germany and Austria or any other competition or anti-trust regulatory body or authority (“Anti-Trust Regulatory Body”) following any filing or notification with/to any such Anti-Trust Regulatory Body and shall negotiate with any such Anti-Trust Regulatory Body in relation to any undertakings, orders, agreements or commitments which any such Anti-Trust Regulatory Body requires to facilitate the Acquisition, and shall use all of its respective reasonable efforts to ensure that such negotiations shall be concluded at least five (5) Business Days prior to the date specified in Clause 9.1.1 or such other date as is agreed between the Parties and (if required) consented to by the High Court and (if required) the Panel.
3.3.6	Nothing in Clause 3.3 or in any other provision of this Agreement shall require SkillSoft or any Subsidiary of SkillSoft to enter into any agreement, undertaking or other obligation that would become effective or binding on them or any of them prior to the Effective Time.

3.4 Dealings with the Panel

3.4.1

Each of the Parties will promptly provide such assistance and information as may reasonably be required by the other Party for the purposes of, or in connection with, any correspondence or discussions with the Panel in connection with the Acquisition and/or the Scheme.

3.4.2

Each of the Parties will give the other prior notice of any proposed discussion, correspondence or other exchanges by it or its Representatives with the Panel (otherwise than, for the avoidance of doubt, in connection with any Third Party Transaction Proposal or proposed change in the Scheme Recommendation in relation thereto), or proposed change in consideration to be offered under the Scheme or amendment to be proposed to the Scheme in connection therewith) and afford the other reasonable

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opportunities to review and make comments and suggestions with respect to the same and accommodate such comments and suggestions to the extent that such Party, acting reasonably, considers these to be appropriate and keep the other reasonably informed of all such discussions, correspondence or other exchanges that it or its Representative(s) have with the Panel and shall provide copies of all written submissions it makes to the Panel and copies (or, where verbal, details) of the Panel responses thereto provided always that any correspondence or other information required to be provided under this Clause 3.4.2 may be redacted:

(a)	to remove references concerning the valuation of the businesses of SkillSoft;
(b)	as necessary to comply with contractual obligations; and
(c)	as necessary to address reasonable privilege or confidentiality concerns;

3.4.3 SkillSoft undertakes, if so requested by SSI, to promptly issue its written consent to SSI and to the Panel in respect of any application made by SSI to the Panel:

(a)	to redact any commercially sensitive or confidential information specific to SSI’s financing arrangements for the Acquisition (“SSI Financing Information”) from any documents that SSI is required to display pursuant to Rule 26(b)(xi) of the Takeover Rules;
(b)	for a derogation from the requirement under the Takeover Rules to disclose SSI Financing Information in the Scheme Document, any supplemental document or other document sent to SkillSoft Shareholders or SkillSoft Optionholders pursuant to the Takeover Rules.

3.4.4 Nothing in this Agreement shall in any way limit the Parties’ obligations under the Takeover Rules.

3.5	No Scheme Amendment by Company; Cancellation Scheme
	Save as required by law, the High Court, the Panel or the SEC and except in connection with a Third Party Transaction Proposal or proposed change in the Scheme Recommendation in relation thereto, SkillSoft shall not seek to:

3.5.1	amend the Scheme;
3.5.2	adjourn the Court Meeting or the EGM; or
3.5.3	amend the Resolutions (in each case, in the form set out in the Scheme Document);

after despatch of the Scheme Document without the consent of SSI (such consent not to be unreasonably withheld, conditioned or delayed).

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SECTION 4.0 — SKILLSOFT OPTIONS AND SKILLSOFT EMPLOYEE SHARE PURCHASE PLAN

4.1 SkillSoft Options and SkillSoft Employee Share Purchase Plan

4.1.1

SkillSoft represents and warrants that all options over SkillSoft Shares outstanding at the date of this Agreement are listed in the Options Schedule, which Options Schedule sets out, with respect to each SkillSoft Option, the number of SkillSoft Shares subject to such SkillSoft Option, the date of grant, the expiration date and the exercise price per SkillSoft Share. SkillSoft shall notify SSI on Friday of each second week in the period from the date of this Agreement up to and including the Business Day preceding the Effective Date of any changes to the Options Schedule that occur for any reason after the date of this Agreement. Other than the SkillSoft Share Options set out in the Options Schedule and purchase rights under the SkillSoft Employee Share Purchase Plan, there are no options, awards, entitlements or other rights outstanding and no person has the right (whether actual or contingent) to call for the issue of any share or loan capital or other security of SkillSoft under any option or other agreement, arrangement or commitment (including without limitation conversion rights and rights on realisation of security) and no person has claimed to be entitled to any of the foregoing.

4.1.2

SkillSoft shall, prior to the Effective Time, take all actions necessary to terminate the SkillSoft Employee Share Purchase Plan, with such termination effective as of the Effective Time, and all outstanding rights thereunder, at or prior to the Effective Time, and ensure that no new offering periods thereunder commence during the period from the date of this Agreement through the Effective Time. The offering periods currently in effect as of the date of this Agreement shall end in accordance with the terms of the SkillSoft Employee Share Purchase Plan such that, on the last day of the current offering periods, each participant in the SkillSoft Employee Share Purchase Plan will be credited with the number of SkillSoft Shares purchased for his or her account under the SkillSoft Employee Share Purchase Plan in respect of the applicable offering period in accordance with the terms of the SkillSoft Employee Share Purchase Plan but provided that SkillSoft shall procure that the aggregate number of SkillSoft Shares purchased by participants under the SkillSoft Employee Share Purchase Plan after the date of this Agreement shall not exceed 210,000.

4.2

Optionholder Proposal

The Optionholder Proposal will provide that (i) all SkillSoft Share Options shall become fully vested and exercisable in accordance with the applicable provisions of the SkillSoft Share Option Plans immediately upon the Scheme being approved by the High Court and conditional upon it becoming effective, (ii) SkillSoft Optionholders may elect to exercise their SkillSoft Share Options using a cashless exercise facility under which they may direct that the exercise price of their SkillSoft Share Options be paid to SkillSoft out of the proceeds of the sale to SSI under the Scheme of the SkillSoft Shares issued to them upon exercise of their SkillSoft Share Options, (iii) all outstanding SkillSoft Share Options that remain unexercised on the

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	Effective Date that have an exercise price per SkillSoft Share that is less than the Scheme Consideration per SkillSoft Share, shall be cancelled with effect from the Effective Time in consideration for the payment to the SkillSoft Optionholder of a cash payment equal to the excess of the aggregate Scheme Consideration per SkillSoft Share subject to such SkillSoft Share Option over the exercise price applicable to such SkillSoft Share Option (subject to applicable withholdings), and (iv) all outstanding SkillSoft Share Options on the Effective Date having an exercise price per SkillSoft Share that is equal to or greater than the Scheme Consideration per SkillSoft Share shall terminate in accordance with the applicable provisions of the SkillSoft Share Option Plans without payment of consideration to the applicable SkillSoft Optionholder. The parties agree that none of the SkillSoft Share Options shall remain outstanding following the Effective Date or shall be assumed by or on behalf of SSI. SkillSoft shall use all reasonable efforts to inform SkillSoft Optionholders who are resident in the United States of the advantages, subject to their individual circumstances, of electing to avail themselves of the proposal described at (iii) above and in this regard the Optionholder Proposal will include an explanation to SkillSoft Optionholders that they will not be required to make a cash payment to SkillSoft in the amount of the exercise price applicable to their SkillSoft Options cancelled pursuant to such proposal and shall be entitled to receive their net cash proceeds following completion of the Acquisition, but provided (i) that SkillSoft shall be satisfied that all such efforts shall be consistent with any obligation or requirement to which SkillSoft is subject under applicable law or regulation and (ii) that nothing in this Clause 4.2 shall require SkillSoft or the Board to take, or procure the taking of, any action where the Board determines in good faith, after consultation with its outside legal counsel and its financial advisers, that their fiduciary duties require them not to take or procure the taking of such action. In addition, the Optionholder Proposal will notify the holders of outstanding purchase rights under the SkillSoft Employee Share Purchase Plan that upon the issuance to them of SkillSoft Shares upon the exercise of their purchase rights upon completion of the current offering periods under such plan, the SkillSoft Shares so issued shall be subject to the Scheme.
4.3	Amendment of Articles
	SkillSoft shall procure that a special resolution be put before the SkillSoft Shareholders at the EGM proposing that the Articles of Association of SkillSoft be amended so that any SkillSoft Shares allotted following the EGM will either be subject to the terms of the Scheme or will be acquired by SSI for the same consideration per SkillSoft Share as shall be payable to SkillSoft Shareholders under the Scheme (depending upon the timing of the allotment of such SkillSoft Shares) provided however that nothing in such amendment to the Articles of Association shall prohibit the sale (whether on a stock exchange or otherwise) of any SkillSoft Shares as applicable issued on the exercise of SkillSoft Options following the EGM but prior to the sanction of the Scheme by the High Court, it being always acknowledged that each and every SkillSoft Share will be bound by the terms of the Scheme.

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SECTION 5.0 — SKILLSOFT CONDUCT

5.1

Conduct of Business

At all times from the execution of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9, except as may be required by law, or as expressly required elsewhere in this Agreement, SkillSoft shall, and shall use all reasonable efforts to cause each member of the SkillSoft Group to (x) conduct its business in the ordinary course consistent with past practice in all material respects and in compliance in all material respects with all applicable laws and regulations and to use all reasonable efforts to preserve substantially intact its business and goodwill and keep available the services of its executive officers and key employees and preserve the relationships with those persons having business dealings with SkillSoft and (y) maintain the SkillSoft Group’s cash management policies in existence on the date of this Agreement and not engage in any intercompany transactions outside the Ordinary Course of Business, except to the extent SSI has given its prior written consent. Furthermore, SkillSoft agrees not to take any of the following actions (and to cause every member of the SkillSoft Group not to take such actions) except as required by law or regulation or by agreements in effect on the date of this Agreement, as expressly required by this Agreement or by the Scheme, or to the extent SSI has given its prior written consent, such consent not to be unreasonably withheld, conditioned or delayed in the cases of all the sub-clauses below except for sub-clauses 5.1.1, 5.1.2, 5.1.4, 5.1.8, 5.1.14 and 5.1.15:

5.1.1	amend the memorandum and articles of association or equivalent organisational documents of SkillSoft or any member of the SkillSoft Group;
5.1.2

(a)

except (x) pursuant to the exercise of SkillSoft Share Options granted prior to the date of this Agreement and listed in the Options Schedule and then only in accordance with the existing terms of the SkillSoft Share Option Plans and (y) pursuant to the purchase of up to 210,000 SkillSoft Shares by participants in the SkillSoft Employee Share Purchase Plan as part of the offering period ending on or around 31 March 2010, issue, or agree to issue, any shares, or any rights or securities convertible or exchangeable into, or grant the right to call for the issue of, any shares, effect any share split, share combination, reverse share split, share dividend, recapitalisation, alter the rights attaching to any             shares, or effect any reduction, repayment or cancellation of share capital or share premium or capitalise any reserves or redeem or buy-back any shares or other similar transaction; and

(b)

grant, confer or award any option, right, warrant, deferred stock unit, conversion right or other right not existing on the date hereof to acquire any of its shares whether or not pursuant to the SkillSoft Share Option Plans or the SkillSoft Employee Share Purchase Plan;

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5.1.3 Except as required to comply with written employment agreements, plans or other arrangements existing at the date of this Agreement:

(a)	increase any compensation or enter into or amend any employment or severance agreement, except for annual increases in salaries as permitted by Clause 5.1.3(d) or Clause 5.1.3(e) of this Agreement or severance agreements that do not exceed, individually, $50,000, it being understood (for the avoidance of doubt) that SkillSoft and its Subsidiaries may hire new employee(s) in the Ordinary Course of Business;
(b)	grant any bonus in excess of US$50,000 to any one individual, provided that this shall not in any way restrict the payment of bonuses to newly hired employees or to existing employees in the Ordinary Course of Business;
(c)	save pursuant to any annual review in the Ordinary Course of Business, adopt any new material employee benefit plan (including any stock option, stock benefit or stock purchase plan) or pension scheme or amend in any material respect any existing employee benefit plan or pension scheme (including, without prejudice to the generality of the foregoing, changing the entitlements to benefits under a pension scheme, or the benefits that accrue under a pension scheme, or the amounts payable thereunder, or the basis of calculation of such amounts, or the basis on which any pension scheme is funded), except for changes which are less favourable to participants in such plans or are required to implement the Scheme;
(d)	except for annual increases in salaries or pursuant to disciplinary action, in each case in the Ordinary Course of Business, commence, terminate or vary in any material respect, or agree to vary in any material respect the terms of employment, including, without limitation, compensation, of any employee or proposed employee whose annual remuneration exceeds US$300,000 (excluding members of SkillSoft’s sales force), it being understood (for the avoidance of doubt) that SkillSoft and its Subsidiaries may hire new employee(s) and promote employee(s) in the Ordinary Course of Business;
(e)	increase the base salary of any member of the SkillSoft senior management team or increase the base salary of any employee unless the aggregate of all such increases is equal to or less than 5% of the aggregate base salaries of all SkillSoft Group employees;
(f)	enter into any new agreement with persons that are Affiliates or amend or otherwise modify in any material respect any agreement or arrangement with persons that are Affiliates, provided that the foregoing will not apply to any new or existing agreements between members of the SkillSoft Group;

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(g)	enter into any material new agreement with another member or members of the SkillSoft Group or amend or otherwise modify in any material respect any material agreement or arrangement between any members of the SkillSoft Group;
(h)	save for the entry into new executive compensation plans in substantially the form (as to terms and conditions) disclosed to SSI at any time up to the date of this Agreement, enter into or amend or otherwise modify any agreement or arrangement with officers or directors of SkillSoft.

5.1.4

(a)

recommend, announce, declare, set aside, pay or make or propose the recommendation, announcement, declaration, setting aside of any payment or making of any dividend, make any bonus issue or make any other distribution or payment (whether in cash, securities or other property) with respect to any SkillSoft shares or allow any member of the SkillSoft Group to pay or make any such dividend, distribution or payment (other than dividends from a wholly-owned subsidiary of SkillSoft to another wholly-owned subsidiary of SkillSoft or to SkillSoft); or

(b)

directly or indirectly redeem, purchase or otherwise acquire any of SkillSoft’s shares or any equity interest of any member of the SkillSoft Group, other than in connection with: (A) the acquisition of SkillSoft Ordinary Shares from holders of SkillSoft Share Options in full or partial payment of the exercise price payable by such holders upon exercise of SkillSoft Share Options outstanding as of the date of this Agreement: and (B) tax withholdings upon the exercise of SkillSoft Share Options;

5.1.5

except in connection with a Third Party Transaction Proposal after a change in Scheme Recommendation or any other transaction having an aggregate value of not more than US$5,000,000, merge with, enter into a consolidation with, enter into a scheme of arrangement with or acquire an interest in any person or acquire the whole or a substantial portion of the assets or business of any person or any division or line of business thereof, acquire any assets or enter into any agreement or arrangement for any of the above;

5.1.6

sell, lease, licence, pledge, transfer, or otherwise dispose of or encumber any properties or assets of SkillSoft or of any member of the SkillSoft Group (including any accounts, leases, contracts or intellectual property or any assets or the shares in any Subsidiary) for consideration in an aggregate amount of US$1,000,000 or more (or its equivalent in any currency);

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5.1.7

(a)	enter into any joint venture or profit sharing agreement (which, for the avoidance of doubt, shall not include sales commission plans in the Ordinary Course of Business);
(b)	licence any intellectual property rights from any third party which obliges the SkillSoft Group to make payments in excess of US$1,000,000 during its fiscal year or that cannot be terminated at will by the SkillSoft Group within three years after the date of this Agreement without payment or penalty; or
(c)	enter into any agreement the effect of which would be to impose any material non-compete, exclusivity or similar restrictive covenants on SkillSoft or any material member of the SkillSoft Group or which would, following the Effective Date, bind any member of the Investor Group (other than SkillSoft and members of the SkillSoft Group);

5.1.8

(a)	create, incur or suffer to exist any indebtedness for borrowed money other than (i) such indebtedness which existed as of October 31, 2009 as reflected on the balance sheet included in SkillSoft’s interim results published in its Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2009 filed with the SEC, or (ii) any indebtedness owed to SkillSoft by any of its direct or indirect wholly owned Subsidiaries;
(b)	guarantee indebtedness of another person (other than another member of the SkillSoft Group);
(c)	issue, sell or amend any debt securities or warrants or other rights to acquire any debt securities of SkillSoft or any member of the SkillSoft Group, or guarantee any debt securities of another person (other than another member of the SkillSoft Group);
(d)	be a creditor in respect of any financial indebtedness; or
(e)	enter into, modify, amend or terminate any commodity hedging agreement, and any other agreement, involving credit exposure for SkillSoft or any member of the SkillSoft Group;

5.1.9 make any material change to its methods, principles or practices of accounting currently in effect, except:

(a)	as required by generally accepted accounting principles;
(b)	as required by a Relevant Authority or quasi-Relevant Authority (including the Financial Accounting Standards Board or any similar organisation); or

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(c) as required by a change in applicable law;

5.1.10	make or materially change any material tax election, settle or compromise any material tax claim or amend any tax return in excess of US$500,000;
5.1.11	open or expand any facility or office where the annual cost thereof is in excess of US$1,000,000 in the aggregate;
5.1.12	settle or compromise any litigation or other dispute (whether or not commenced prior to the date of this Agreement) for an amount of US$250,000 or more;
5.1.13	make any material changes to the insurance policies of the SkillSoft Group, or settle or compromise any claim under such policies (whether or not commenced prior to the date of this Agreement) for an amount of US$500,000 or more;
5.1.14	authorise, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution of SkillSoft or any member of the SkillSoft Group provided that this does not apply to the liquidation or dissolution of Fidalco Limited, Stargazer Productions, SmartForce Business Skills Limited or Knowledge Well Group Limited that commenced prior to the date of this Agreement;
5.1.15	incur, or agree to incur, any capital expenditure in excess of US$1,000,000 individually or US$5,000,000 in the aggregate;
5.1.16	take any action after the date of this Agreement that would result in the early repayment, acceleration or otherwise amends the terms of any indebtedness outstanding between members of the SkillSoft Group otherwise than in the Ordinary Course of Business or cancel any facilities available to SkillSoft; or
5.1.17	authorise any of, or commit or agree to take any of, the foregoing actions.

	This Clause 5.1 is in addition to, and shall not override the requirements of the provisions of, the Takeover Rules, in particular Rule 21 of the Takeover Rules.
	For the purposes of this Clause 5.1, the term “Ordinary Course of Business” shall mean in the case of each of SkillSoft and any of its Subsidiaries, such reasonable actions taken in the ordinary course of its normal operations and consistent in all material respects with its past practices.
5.2	Access; Coordination of Financing

5.2.1 During the period from the release of Rule 2.5 Announcement to the Effective Date and subject to the provisions of the Confidentiality Agreement, SkillSoft will provide SSI, its advisers and its Representatives with reasonable access to SkillSoft’s Representatives and, upon reasonable request during normal business hours and in a manner so as not to interfere with the conduct of its business, to such documents, records and information with respect to the business of SkillSoft as is reasonably requested.

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5.2.2 During the period from the date of the Rule 2.5 Announcement until the Effective Date, upon the request of SSI, SkillSoft shall, and shall instruct its Representatives to, cooperate reasonably with SSI in connection with syndication or preparation for consummation of SSI’s financing of the Acquisition, including by using all reasonable efforts to: (i) make senior management of SkillSoft available to participate in meetings, presentations (including management presentations), drafting sessions, due diligence sessions and road shows, if any, (ii) provide historical information reasonably requested by SSI relating to such financing; (iii) prepare historic financial statements and other pertinent historic financial data and information in respect of SkillSoft of the type required by Regulation S-X and Regulation S-K under the Securities Act of the type and form customarily included in offering memoranda, private placement memoranda, prospectuses and similar documents, all as may be reasonably requested by SSI; (iv) meet with representatives from Standard & Poor’s Rating Services and Moody’s Investor Services, Inc.; (v) obtain the consent of, and the customary comfort letters from, Ernst & Young LLP (including by providing customary management letters and requesting legal letters to obtain such consent) if necessary for SSI’s use of SkillSoft’s financial statements; (vii) take actions reasonably necessary to permit the prospective members of the financing syndicate for the Acquisition to evaluate the properties and assets of SkillSoft and its subsidiaries for the purpose of facilitating collateral arrangements; and (vii) provide such other documents as may be reasonably requested by SSI for such financing, including (x) customary confirmation of public or non-public nature of information provided, and (y) providing such documentation and other information to SSI’s lenders that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; provided, however, to the extent that a third party (including the person brokering, arranging or providing the financing) is proposing to receive confidential information in connection with any of the foregoing activities, SkillSoft’s related obligations shall be subject to such party first entering into a confidentiality agreement in form and substance reasonably acceptable to SkillSoft. SkillSoft hereby consents to the use of its and its subsidiaries’ logos in connection with the financing for the Acquisition. During the period from the date of the Rule 2.5 Announcement until the Effective Date, SkillSoft shall timely file with the SEC all documents that SkillSoft is required to file with the SEC under the Exchange Act. Notwithstanding the foregoing (A) such requested cooperation shall not require SkillSoft to provide any non-public or forward looking (except for forward looking information required for the purposes of paragraph (iv) above in this Clause 5.2.2) information for inclusion in any investor presentations, marketing materials or other documents (it being understood that to the extent that non-public information is so required under applicable securities laws, SkillSoft will make such presentations, materials or other documents publicly available in a manner consistent with SkillSoft’s prior practice); (B) such requested cooperation shall not unreasonably interfere with the ongoing operations of SkillSoft and its subsidiaries; (C) SkillSoft and its subsidiaries shall not be required to guarantee or pledge any collateral relating to the financing of the

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Acquisition in violation of any laws pertaining to financial assistance, including section 60 of the Act; and (D) neither SkillSoft nor any of its Subsidiaries nor any of their respective directors, officers or employees (the “Relevant Persons”) shall have any responsibility or liability for any act or omission under this Clause 5.2 including (without limitation) any information provided to SSI or its Representatives or finance providers or other investors prior to the Effective Time (it being understood that no Relevant Person shall be subject to any personal liability under this Section 5.2).

5.3

Exception

Nothing in Clauses 5.1 or 5.2 shall require SkillSoft and/or its Representatives to reveal any information to SSI and/or its Representatives or finance providers which the Board determines, in good faith, after consultation with its outside legal counsel and its financial advisors, would be inappropriate to disclose to a third party under Rule 20.2 of the Takeover Rules and any correspondence or other information required to be provided under Clauses 5.1 or 5.2 may be redacted:

5.3.1	to remove references concerning the valuation of the businesses of SkillSoft;
5.3.2	as necessary to comply with contractual obligations; and
5.3.3	as necessary to address reasonable privilege or confidentiality concerns;

	provided that where any provision of this Clause 5.3 is availed of, SkillSoft shall (subject to SkillSoft being given a reasonable opportunity to review such offering memorandum and full access to all relevant source materials and full opportunity to discuss and engage with such of SSI’s Representatives as are actively involved in preparing such offering memorandum) assist SSI in working to ensure that this shall not result in its offering memorandum containing any untrue statement of a material fact or omitting to state any material fact necessary in order to make the statements and information contained therein not misleading.
5.4	Scheme Recommendation
	Subject to the obligations of the Board under the Takeover Rules, and unless the Board determines in good faith after consultation with its outside legal counsel and its financial advisors that the Board’s fiduciary duties require them to do otherwise, the Scheme Recommendation will not be withdrawn, adversely modified or qualified.
5.5	Solicitation

5.5.1 Notwithstanding any other provision of this Agreement, during the period beginning on the date of this Agreement and continuing until 11.59 pm New York, New York time on 6 March 2010, SkillSoft and its Subsidiaries and their respective Representatives shall have the right to: (i) initiate, solicit and encourage, including by way of providing access to non-public information, any discussions with, or enquiries or proposals from, any person other than SSI in respect of or in connection with a Third Party

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Transaction Proposal and (ii) enter into and maintain discussions or negotiations with respect to a Third Party Transaction Proposal or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations. Prior to the Non-Solicitation Period Start Date, SkillSoft shall give SSI not less than four days’ advance notice of any meeting of the Board or other forum or the occurring of any other means at which any withdrawal of the Scheme Recommendation is to be considered; provided that nothing in this Agreement shall require SkillSoft to disclose the identity of the person making or submitting such Third Party Transaction Proposal.

5.5.2

Subject to any actions which SkillSoft is required to take so as to comply with the requirements of the Takeover Rules, during the period commencing on the Non-Solicitation Period Start Date and ending on the earlier of (i) the date set forth in Section 9.1.1, (ii) the date on which this Agreement is terminated in accordance with its terms and (iii) the date on which the Scheme is withdrawn by SkillSoft in accordance with its terms or lapses or becomes effective (such period, the “Non-Solicitation Period”); SkillSoft agrees that neither it nor any of its Subsidiaries shall and SkillSoft shall not authorise or permit its Representatives to:

(a)	directly or indirectly, solicit or initiate any discussions with, or enquiries or proposals from, any person other than SSI, any Associate of SSI or any person Acting in Concert with SSI in respect of or in connection with a Third Party Transaction Proposal; or
(b)	make available any non-public information relating to SkillSoft and/or its assets and/or its business and/or any Subsidiary of SkillSoft in respect of or in connection with a Third Party Transaction Proposal other than to SSI, any Associate of SSI or any person Acting in Concert with SSI provided that nothing in this Agreement shall prevent SkillSoft from complying with its obligations under Rule 20.2 of the Takeover Rules; or
(c)	enter into any expenses reimbursement or similar agreement or any inducement fee agreement of any nature with any person other than SSI or an Excluded Party save on terms that, if SSI’s acquisition of the entire issued and to be issued share capital of SkillSoft proceeds to completion, either pursuant to the Acquisition in its original or any amended form or otherwise, SkillSoft shall not be obliged to discharge any costs or expenses of any party connected with any Third Party Transaction Proposal.

5.5.3 SkillSoft further agrees that, subject to any provision to the contrary in the Takeover Rules applicable to the Scheme, SkillSoft shall during the Non-Solicitation Period:

(a) promptly advise SSI orally, with written confirmation to follow within one Business Day, of (i) receipt following the Non-Solicitation Period Start Date of any Third Party Transaction

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	Proposal or any request for non-public information in connection with any Third Party Transaction Proposal from any person other than a person that communicated a Third Party Transaction Proposal to SkillSoft in writing prior to the Non-Solicitation Period Start Date (an “Excluded Party”) and (ii) the material terms and conditions of any such Third Party Transaction Proposal (but not, for the avoidance of doubt, the identity of the person making any such Third Party Transaction Proposal);
(b)	keep SSI reasonably informed, on a reasonably current basis, of the status and material terms and conditions (including updating SSI of any material change to such terms within one Business Day of SkillSoft receiving or becoming aware of such change) of any such Third Party Transaction Proposal from any person other than an Excluded Party;
(c)	provide to SSI as soon as practicable after receipt or delivery thereof copies of any proposals received by SkillSoft with respect to such Third Party Transaction Proposal from any person other than an Excluded Party and any draft or final version of any acquisition agreement relating to such Third Party Transaction Proposal; and
(d)	SkillSoft shall give SSI not less than four days’ advance notice of any meeting of the Board, or other forum or the occurring of any other means by which any withdrawal of the Scheme Recommendation is to be considered; provided that nothing in this Agreement shall require SkillSoft to disclose the identity of the person making or submitting such Third Party Transaction Proposal.

5.5.4 For the avoidance of doubt and notwithstanding any other term of this Agreement, nothing in this Agreement shall preclude, restrict or hinder SkillSoft or any of its Subsidiaries or any of their respective Representatives from:

(a)	continuing discussions with respect to a Third Party Transaction Proposal communicated in writing by an Excluded Party to SkillSoft prior to the Non-Solicitation Period Start Date; or
(b)	considering and engaging with any unsolicited offers/proposals of a Third Party Transaction Proposal but only if and only to the extent that the Board has determined, in good faith after consultation with its outside legal counsel and its financial advisors, that it is required to do so to satisfy the fiduciary duties of the Board or to comply with the Takeover Rules.

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SECTION 6.0 — REPRESENTATIONS AND WARRANTIES

6.1	SSI Representations and Warranties
	SSI hereby represents and warrants to SkillSoft as follows:

6.1.1	As of the date of this Agreement, SSI has available lines of credit or other sources of funds sufficient to ensure that as at the Effective Time it will have the cash to enable it to pay the aggregate Scheme Consideration in full in accordance with the terms of the Scheme as well as to make all payments required under the Optionholder Proposal.
6.1.2	The information relating to SSI and its Subsidiaries and their respective directors, officers and employees provided by SSI to be contained in the Scheme Document (including any amendments or supplements thereto) and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in connection with this Acquisition, will not, on the date the Scheme Document is first posted to SkillSoft Shareholders or at the time of the Court Meeting, contain any untrue statement of any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading at the time and in light of the circumstances under which such statement is made. The parts of the Scheme Document (including any amendments or supplements thereto) and any related filings for which the directors of SSI are responsible under the Takeover Rules and any related filings that SSI is required to make with the SEC will comply in all material respects as to form with the requirements of the Takeover Rules and the Act and the Exchange Act and the rules and regulations thereunder.
6.1.3	Except for the representations and warranties contained in this Clause 6.1, SkillSoft acknowledges that neither SSI nor any Representative of SSI makes any other express or implied representation or warranty with respect to SSI or with respect to any other information provided or made available to SkillSoft in connection with the transactions contemplated hereby. Neither SSI nor any Representative of SSI will be subject to any liability or indemnification obligation to SkillSoft or any other person resulting from the distribution to SkillSoft, or SkillSoft’s use of, any such information, including any information, documents, projections, forecasts or other material made available to SkillSoft and/or to SkillSoft’s Representatives in certain “data rooms” or management presentations in expectation of the transaction contemplated by this Agreement, unless any such information is expressly included in a representation or warranty contained in this Clause 6.1.

6.2	SkillSoft Representations and Warranties
	SkillSoft hereby represents and warrants to SSI as follows:

6.2.1 The information relating to SkillSoft and its Subsidiaries and their respective directors, officers and employees provided by SkillSoft to be contained in the Scheme Document (including any amendments or

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	supplements thereto) and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in connection with the Acquisition, will not, on the date the Scheme Document is first posted to SkillSoft Shareholders or at the time of the Court Meeting, contain any untrue statement of any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading at the time and in light of the circumstances under which such statement is made. The parts of the Scheme Document (including any amendments or supplements thereto) and any related filings for which the directors of SkillSoft are responsible under the Takeover Rules and any related filings that SkillSoft is required to make with the SEC will comply in all material respects as to form with the requirements of the Takeover Rules and the Act and the Exchange Act and the rules and regulations thereunder. The Scheme Document shall also comply in all material respects as to form with the applicable requirements of the Exchange Act and the rules and regulations thereunder for a proxy statement.
6.2.2	Except for the representations and warranties contained in Clause 4.1.1 and this Clause 6.2, SSI acknowledges that neither SkillSoft nor any Representative of SkillSoft makes any other express or implied representation or warranty with respect to SkillSoft or any of its Subsidiaries or with respect to any other information provided or made available to SSI in connection with the transactions contemplated by this Agreement. Neither SkillSoft nor any Representative of SkillSoft will have or be subject to any liability or indemnification obligation to SSI or any other person resulting from the distribution to SSI and/or to SSI’s Representatives, or SSI’s use of, any such information, including any information, documents, projections, forecasts or other material made available to SSI and/or to SSI’s Representatives in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in Clause 4.1.1 and this Clause 6.2.
6.2.3	Except as disclosed (as defined in the Rule 2.5 Announcement), to the knowledge and belief of Chuck Moran or Tom McDonald, all representations that relate to SkillSoft and its Subsidiaries as are set out in Schedule 3 are, as of the date of this Agreement, true and correct.
6.2.4	The authorised share capital of SkillSoft consists of 250,000,000 SkillSoft Shares. At the close of business on 11 February 2010, (i) 94,656,179 SkillSoft Shares were issued and outstanding, (ii) 12,197,958 SkillSoft Shares were reserved and available for issuance pursuant to the SkillSoft Share Option Plans and the SkillSoft Employee Share Purchase Plan, of which (A) 11,987,958 SkillSoft Shares were subject to outstanding options (other than rights under the SkillSoft Employee Share Purchase Plan) to subscribe for SkillSoft Shares and (B) up to 210,000 SkillSoft Shares were available for issuance pursuant to outstanding purchase rights under the SkillSoft Employee Share Purchase Plan. Except as set forth above, at the close of business on 11 February 2010, no shares in the share capital of or

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other voting securities of SkillSoft were issued, reserved for issuance or outstanding.

6.3	Representations and Warranties of Both Parties
	Each Party represents and warrants to the other on the date of this Agreement that:

6.3.1	it has the requisite power and authority to enter into this Agreement and to publish the Rule 2.5 Announcement;
6.3.2	this Agreement is binding on it in accordance with its terms;
6.3.3	the execution and delivery of, and performance of its obligations under, this Agreement will not result in:

(a)	a breach of any provision of its constitutional documents;
(b)	a breach of, or default under, any material instrument to which it is a party or by which it is bound; or
(c)	a breach of any order, judgment or decree of any court or Relevant Authority to whose jurisdiction it is subject.

6.4	Notification of Breach
	Each Party shall notify the other Party promptly if such Party becomes aware of any fact or circumstance which constitutes a breach of this Clause 6.

SECTION 7.0 — DIRECTORS, OFFICERS AND EMPLOYEES

7.1 Directors’ and Officers’ Indemnification and Insurance

7.1.1 SSI agrees that, and agrees to use all reasonable efforts to ensure that, all rights to indemnification or exculpation now existing in favour of, and all limitations on the personal liability of each present and former director or officer of SkillSoft and/or its Subsidiaries provided for in their respective constitutional or organisational documents and in indemnification agreements to which SkillSoft and/or its Subsidiaries (or any one of them) is a party, in effect as of the date of this Agreement, shall continue in full force and effect for a period of 6 years after the Effective Time. During such period, SSI shall not amend, repeal or otherwise modify such provisions for indemnification in any manner that would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time was a director or officer of SkillSoft and/or any of its Subsidiaries in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), unless such modification is required by law; PROVIDED HOWEVER that in the event any claim or claims are asserted or made either prior to the Effective Time or within such 6-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims.

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7.1.2	Prior to the Effective Time, SkillSoft shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, and, after the Effective Time, SSI shall cause SkillSoft, to the fullest extent permitted under applicable law, to indemnify and hold harmless, each present and former director or officer, of SkillSoft and/or its Subsidiaries and their respective heirs and representatives and each such person who served at the request of SkillSoft or any Subsidiary of SkillSoft as a director or officer of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) against all costs and expenses (including legal fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, administrative or investigative, arising out of or pertaining to any action or omission in their capacities as directors, officers, employees, fiduciaries or agents, in each case occurring at or before the Effective Time (including the transactions contemplated by this Agreement); PROVIDED HOWEVER, that if it is finally judicially determined that an Indemnified Party was not entitled to be indemnified under this Clause 7.1, then such Indemnified Party shall be responsible for and repay all losses, claims, damages, liabilities and settlement amounts (or expenses related thereto) previously paid or reimbursed by SkillSoft which are the subject of such determination. Without limiting the foregoing, in the event of any such claim, action, suit, proceeding or investigation, (i) SkillSoft or SSI, as the case may be, shall be entitled to control the defence of such claim, action, suit, proceeding or investigation, (ii) if SkillSoft or SSI (or counsel selected by the applicable insurer of SkillSoft) does not elect to control the defence of such claim, action, suit, proceeding or investigation, the Indemnified Party shall be entitled to select counsel for the Indemnified Party, which counsel shall be reasonably satisfactory to SkillSoft or to SSI, as the case may be, and SkillSoft shall pay the fees and expenses of such counsel promptly after statements therefor are received, and (iii) SkillSoft shall cooperate in the defence of any such matter, PROVIDED HOWEVER, that neither SkillSoft nor SSI shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed).
7.1.3	At or prior to the Effective Time, SkillSoft shall purchase a “tail” directors’ and officers’ liability insurance policy (which by its terms shall survive the Acquisition) for its directors and officers, which shall provide such directors and officers with coverage for 6 years following the Effective Time of not less than the existing coverage under, and have other terms not materially less favourable on the whole to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by SkillSoft. SSI shall, and shall cause SkillSoft after the Effective Time to, maintain such policy in full force and effect, and continue to honour the obligations thereunder.
7.1.4	The obligations under this Clause 7.1 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Clause 7.1 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Clause 7.1 applies and

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any such indemnitees’ heirs or representatives, shall be third party beneficiaries of this Clause 7.1 and shall be entitled to enforce the covenants contained herein).

7.1.5

In the event SkillSoft or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of SSI or SkillSoft, as the case may be, assume the obligations set out in this Clause 7.1.

7.2 Employment and Benefit Matters

7.2.1 For the 12 month period commencing on the Completion Date, SSI shall, and shall cause SkillSoft after the Effective Time to, maintain compensation levels, including cash-based incentives, retirement, health and welfare benefits (but not including equity compensation or defined benefit plans), for the employees of SkillSoft or of any Subsidiary of SkillSoft who remain employed after the Effective Time (collectively, the “SkillSoft Employees”) at levels that are, in the aggregate, comparable to those in effect for the SkillSoft Employees on the date hereof. SSI shall, and shall cause SkillSoft to, use all reasonable efforts to treat, and cause the applicable benefit plans to treat, the service of the SkillSoft Employees with SkillSoft or any Subsidiary of SkillSoft attributable to any period before the Effective Time as service rendered to SSI or SkillSoft for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation but excluding benefit accrual. Without limiting the foregoing, SSI shall use all reasonable efforts to cause any pre-existing conditions or limitations or eligibility waiting periods under any health or similar plan of SSI to be waived with respect to the SkillSoft Employees and their eligible dependents, to the extent the SkillSoft Employees have satisfied any similar limitations or requirements under the corresponding plan in which the SkillSoft Employees participated immediately prior to the Effective Time, and shall use all reasonable efforts to cause any deductibles paid by the SkillSoft Employees under any of SkillSoft’s or its Subsidiaries’ health plans in the plan year in which Completion occurs to be credited towards equivalent deductibles under the health plans of SSI or any Subsidiary of SSI. SSI shall, and shall cause SkillSoft to, use all reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Except with respect to employees who have entered into employment agreements with SkillSoft or its Subsidiaries, the SkillSoft Employees who remain employed after the Effective Time shall be considered to be employed by SSI on the same terms and conditions as they are employed as at the date of this Agreement and nothing shall be construed to limit the ability of SSI or SkillSoft to terminate the employment of any such SkillSoft Employee at any time pursuant to the terms and conditions of their employment with SkillSoft. SSI will cooperate with SkillSoft, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or

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	consultants of SkillSoft or any Subsidiary of SkillSoft in accordance with all applicable laws and bargaining agreements, if any.
7.2.2	Subject to Clause 7.2.1, SSI shall have sole discretion with respect to the determination as to whether or when to terminate, merge or continue any employee benefit plans and programs of SkillSoft.
7.2.3	SSI shall honour, in accordance with their terms, all compensation, employment, severance, change-of-control and similar agreements to which SkillSoft is a party to the extent such agreements have been disclosed (as defined in the Rule 2.5 Announcement).
7.2.4	Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement is intended to, or does, constitute the establishment or adoption of, or amendment to, any employee benefit plan (within the meaning of Section 3.3. of, or subject to, ERISA), and no person participating in any such employee benefit plan maintained by either SkillSoft or SSI shall have any claim or cause of action, under ERISA or otherwise, in respect of any provision of this Agreement as it relates to any such employee benefit plan or otherwise.

SECTION 8.0 — COMPLETION

8.1 Completion

8.1.1 Completion Date

(a)	Completion shall take place on such date, to be mutually determined by SkillSoft and SSI, being not more than 5 Business Days after the date of issue of the Court Order to SkillSoft (“Completion Date”). SkillSoft shall promptly after receipt of the Court Order notify SSI of this fact.
(b)	Completion shall take place at the offices of William Fry at 11.00 am (or at such other time as may be agreed between the parties in writing) on the Completion Date.

8.1.2 On or prior to Completion:

(a) SkillSoft shall procure that a meeting of its board of directors is held at which resolutions are passed (conditional on registration of the Court Order with the Registrar of Companies occurring and effective as of the Effective Time) approving:

(i)	the allotment and issue to SSI (and/or its nominees) in accordance with the Scheme of the number of new shares in the capital of SkillSoft provided for in the Scheme;
(ii)	the resignation of all of the non-executive directors of SkillSoft; and

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(iii) the appointment of such persons as SSI may nominate as the directors of SkillSoft.

8.1.3 On Completion:

(a)	SSI shall pay the Scheme Consideration to the SkillSoft Shareholders pursuant to and in accordance with the terms and conditions of the Scheme;
(b)	SkillSoft shall deliver to SSI:

(i)	a certified copy of the resolutions referred to in Clause 8.1.2;
(ii)	share certificates in respect of the aggregate number of new shares in the capital of SkillSoft to be issued to SSI (and/or its nominees) in accordance with the Scheme; and
(iii)	letters of resignation from the non-executive directors of SkillSoft (each such letter containing an acknowledgement that such resignation is without any claim for loss of office or other claim arising from such resignation); and

(c)	SkillSoft shall cause an office copy of the Court Order and a copy of the minute required by Section 75 of the Act to be filed with the Companies Registration Office and obtain from the Registrar of Companies a Certificate of Registration in relation to the reduction of share capital involved in the Scheme;
(d)	Each of the Parties shall, on or prior to the Effective Date, deliver to the other Party such other deeds, documents, consents, waivers, resolutions, and/or other things and/or take such further action(s) as may reasonably be required of it and is necessary to implement the Scheme and/or the Acquisition.

SECTION 9.0 — TERMINATION

9.1 Termination

9.1.1

If (i) the Resolutions are not duly passed, or (ii) the Conditions are not satisfied or waived by 11.59 pm New York, New York time on 16 July 2010 or such later date as the Parties may agree to in writing subject to the consent of the Panel and/or the High Court (in each case, if required); or (iii) the High Court declines or refuses to sanction the Scheme, unless both Parties agree that the decision of the High Court shall be appealed; or (iv) any of the circumstances set out in Clause 2.2 of the Expenses Reimbursement Agreement occurs, either Party shall be entitled by notice in writing to the other Party to forthwith terminate this Agreement.

9.1.2

Termination of this Agreement in accordance with Clause 9.1.1 shall not, save as provided in the Expenses Reimbursement Agreement, give rise to any liability of the Parties; provided however, that neither such termination

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	nor any of the provisions of this Section 9 shall relieve either Party of any liability to the other Party for any intentional breach of this Agreement prior to or giving rise to such termination. Section 10 of this Agreement shall survive, and continue in full force and effect, notwithstanding its termination.
9.1.3	For the avoidance of doubt, termination of this Agreement shall be without prejudice to the provisions of the Confidentiality Agreement or the Expenses Reimbursement Agreement.
9.1.4	If this Agreement is terminated pursuant to Clause 9.1.1(iv), each of the Parties shall, unless otherwise agreed in writing, apply to the Panel to lapse the Scheme.

SECTION 10.0 — GENERAL

10.1	Announcements
	Subject to the requirements of applicable law, the Takeover Rules, the Listing Rules, a court order, the Securities Act, the Exchange Act, the SEC or any Relevant Authority (including, without limitation, the Panel), the Parties shall consult together as to the terms of, the timing of and the manner of publication of any formal announcement, document or publication which either Party may make regarding the Acquisition, the Scheme or this Agreement. SSI and SkillSoft shall give each other the opportunity to review and comment upon any such announcement, document or publication and shall not issue any such announcement, document or publication prior to such consultation, except as may be required by applicable law, the Takeover Rules, the Listing Rules, a court order, the Securities Act, the Exchange Act, the SEC or any Relevant Authority (including, without limitation, the Panel) which has jurisdiction over it. Any other communication which any Party may make regarding such matters shall, subject to the requirements of applicable law, the Takeover Rules, the Listing Rules, a court order, the Securities Act, the Exchange Act, the SEC or any Relevant Authority (including, without limitation, the Panel), be consistent with any such announcement, document or publication and the terms of the Rule 2.5 Announcement. The Parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form of the Rule 2.5 Announcement. For the avoidance of doubt, the provisions of this Clause do not apply to any announcement, document or publication in connection with a Third Party Transaction Proposal or a change in the Scheme Recommendation or any proposed amendment to the terms of the Scheme contemplated by SSI on account of an increase in consideration due in respect of the Acquisition whether before or after a withdrawal or adverse modification of the Scheme Recommendation.
10.2	Notices

10.2.1 Any notice or other document to be served under this Agreement may be delivered or sent by post, facsimile or e-mail process to the Party to be served as follows:

(a) if to SSI, if by letter, to its address c/o Michael C. Ascione and Sharlyn Heslam, Berkshire Partners LLC, 200 Clarendon Street,

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Boston, MA 02116 with a copy to David Chapin and Jane Goldstein, Ropes & Gray LLP, One International Place, Boston, MA 02110 and Paul Egan and Justin McKenna, Mason Hayes+Curran, South Bank House, Barrow Street, Dublin 4, Ireland, if by fax to fax number 617-227-6105 (for Berkshire Partners LLC) or 617-951-7050 (for Ropes & Gray LLP) or +353 1 614 5001 (for Mason Hayes+Curran) or, if by email, to the email address mascione@berkshirepartners.com and sheslam@berkshirepartners.com with a copy to; david.chapin@ropesgray.com, jane.goldstein@ropesgray.com, pegan@mhc.ie, and jmckenna@mhc.ie (which shall not constitute notice); and

(b)

if to SkillSoft, if by letter, to its address Mr. Charles E. Moran, SkillSoft PLC, 107 Northeastern Boulevard, Nashua, NH 03062 with a copy to Patrick J. Rondeau, Esq, WilmerHale, 60 State Street, Boston, MA 02109 and Myra Garrett, William Fry, Fitzwilton House, Wilton Place, Dublin 2, Ireland, if by fax to fax number 603-324-3210 (for SkillSoft) or 617-526-5000 (for WilmerHale) or 00 353 1 6395 333 (for William Fry), or if by email, to the email address Chuck_Moran@skillsoft.com with a copy to Patrick.Rondeau@wilmerhale.com and myra.garrett@williamfry.ie (which shall not constitute notice),

	or such other postal address, fax number or email address as it may have notified to the other Party in writing in accordance with the provisions hereof. Any notice or other documents sent by post shall have been sent by pre-paid recorded delivery post (if within Ireland) or by pre-paid airmail (if elsewhere).
10.2.2	Any notice or document shall be deemed to have been served:

(a)	if delivered by hand, at the time of delivery;
(b)	if sent by pre-paid post, 48 hours (7 Business Days if posted in a different postal jurisdiction to that of the addressee) after the date of posting;
(c)	if sent by fax, at the time of termination of the fax transmission;
(d)	if sent by email, at the time of the sending of the email.

10.2.3 In proving service of a notice or document it shall be sufficient to prove that delivery was made or that the envelope containing the notice or documents was properly addressed and posted (either by pre-paid recorded delivery post or by pre-paid airmail, as the case may be) or that the fax message or email was properly addressed and despatched, as the case may be.

10.3	Assignment
	The rights and obligations of the Parties under this Agreement shall be deemed to be personal rights and shall not be capable of assignment, novation or sub-contraction to

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	any other person without the prior written consent of the other party, provided that SSI may assign any or all of its rights and interests hereunder to one or more of its Affiliates, provided the prior consent in writing has been obtained from the Panel in respect of such assignment and it shall not result in a material departure from the Timetable.
10.4	Counterparts
	This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement, and each Party may enter into this Agreement by executing a counterpart.
10.5	Amendment
	No amendment of this Agreement shall be binding unless the same shall be evidenced in writing duly executed by each of the Parties.
10.6	Costs and Expenses
	Save for:

10.6.1	the Panel’s document review fees; and
10.6.2	the costs of, and associated with, the printing, publication and posting of the Acquisition Documents;

	which in the case of Clause 10.6.1 will be borne and discharged by SSI and which in the case of Clause 10.6.2 will be borne and discharged by SkillSoft, each Party shall pay its own costs and expenses of and incidental to this Agreement, the Acquisition and all other transactions contemplated hereby.
10.7	Governing Law and Jurisdiction

10.7.1

This Agreement shall be governed by, and construed in accordance with, the laws of Ireland.

10.7.2

Each of the Parties irrevocably agrees that the courts of Ireland are to have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement and, for such purposes, irrevocably submits to the exclusive jurisdiction of such courts. Any proceeding, suit or action arising out of or in connection with this Agreement (the “Proceedings”) shall therefore be brought in the courts of Ireland.

10.8

Rule 16b-3 Actions

SkillSoft and SSI agree that, in order to most effectively compensate and retain those officers and directors of SkillSoft who are subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with the Acquisition, both prior to and after the Effective Date, it is desirable that such persons not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the transactions contemplated by this Agreement, and for that compensatory and retentive purpose agree to the provisions of this

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	Clause 10.8. Promptly after the date hereof and prior to the Effective Date, SkillSoft shall adopt a resolution in advance of the Effective Date providing that any dispositions of SkillSoft Shares resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to SkillSoft to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable law.
10.9	No Third Party Beneficiaries
	Except (a) as provided in Clause 7.1 (Directors’ and Officers’ Indemnification and Insurance) hereof, and (b) the provisions of Section 8.1.3(a) concerning payment of the Scheme Consideration pursuant to the Scheme, which shall inure to the SkillSoft Shareholders but, prior to the Effective Date, may only be enforced by SkillSoft acting on their behalf , and (c) the provisions of Section 4 concerning payments under the Optionholder Proposal, which shall inure to the SkillSoft Optionholders but, prior to the Effective Date, may only be enforced by SkillSoft acting on their behalf, this Agreement (including the documents and instruments referred to herein) is not intended to confer upon any person other than SSI and SkillSoft any rights or remedies under or by reason of this Agreement.
10.10	No Amendment of Expenses Reimbursement Agreement
	Notwithstanding any other provision of this Agreement, nothing in this Agreement shall supersede, amend or vary the terms of the Expenses Reimbursement Agreement.

SECTION 11.0 — INTERPRETATION

11.1	Definitions
	In this Agreement the following words and expressions shall have the meanings set opposite them:
	“Acquisition”, the proposed acquisition by SSI of SkillSoft by means of the Scheme, as described in the Rule 2.5 Announcement;
	“Acquisition Documents”, (i) any documents to be filed with or submitted to the High Court in connection with the Scheme or the Acquisition, (ii) any filings with or notifications to Relevant Authorities as are necessary or expedient for the implementation of the Acquisition, (iii) the Scheme Document and any other documents sent to SkillSoft Shareholders in connection with the Acquisition or the Scheme, (iv) the Optionholder Proposal and (v) any other documents required to be sent or submitted to any third party in connection with the Acquisition or the Scheme;
	“Act”, the Companies Act 1963, as amended;
	“Acting in Concert”, shall have the meaning given to that term in the Takeover Panel Act 1997;

34

“ADS”, the American Depositary Shares representing SkillSoft Shares admitted to trading on NASDAQ;

“Affiliate” with respect to any person, any other person controlling, controlled by or under common control with such person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly, of power to direct or cause the direction of the management and policies of a person whether through the ownership of voting securities, by contract or otherwise;

“Agreed Form”, in relation to any document, the form of that document which has been initialled for the purpose of identification by or on behalf of each of the Parties;

“Associate”, the meaning given to that term in the Takeover Rules;

“Board”, the board of directors of SkillSoft (or a duly authorised committee thereof);

“Business Day”, any day, other than a Saturday, Sunday or public holiday in Ireland or in the State of New York;

“Clearances”, all consents, clearances, permissions and waivers that need to be obtained, all applications and filings that need to be made and all waiting periods that may need to have expired, from or under the laws, regulations or practices applied by any Relevant Authority in connection with the implementation of the Scheme and/or the Acquisition and, in each case, that constitute Conditions; and any reference to Conditions having been “satisfied” shall be construed as meaning that the foregoing have been obtained, or where appropriate, made or expired in accordance with the relevant Condition;

“Completion”, completion of the Acquisition pursuant to the Scheme;

“Completion Date”, the meaning given to such term in Clause 8.1.1;

“Conditions”, the conditions to the Scheme and the Acquisition set out in Appendix I to the Rule 2.5 Announcement, and “Condition” means any one of the Conditions;

“Confidentiality Agreement”, the confidentiality agreement dated 2 November 2009 between SkillSoft and Berkshire Partners LLC;

“Court Hearing”, the hearing by the High Court of the petition to sanction the Scheme under Section 201 of the Act;

“Court Meeting", the meeting or meetings of the SkillSoft Shareholders (and any adjournment thereof) convened by order of the High Court pursuant to Section 201 of the Act to consider and, if thought fit, approve the Scheme (with or without amendment);

“Court Meeting Record Time”, 5.00 pm (Dublin) on the date which falls two days before the date of the Court Meeting;

35

“Court Order”, the order or orders of the High Court sanctioning the Scheme under Section 201 of the Act and confirming the reduction of capital that forms part of it under Sections 72 and 74 of the Act;

“Credit Agreements”, (i) that certain Bridge Credit Agreement, dated as of the date hereof, by and among SSI Luxco II, S.à.r.l., the Lenders (as defined therein) party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent and (ii) that certain Credit Agreement dated as of the date hereof, by and among SSI Luxco II, S.à.r.l., SSI Investments II Limited, the Lenders (as defined therein) party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent.

“Effective Date”, the date on which the Scheme becomes effective in accordance with its terms;

“Effective Time”, the time on the Effective Date at which the Court Order and a copy of the minute required by Section 75 of the Act are registered by the Registrar of Companies;

“EGM Resolutions”, the resolutions to be proposed at the EGM for the purposes of approving and implementing the Scheme, the reduction of capital and such other matters as SkillSoft determines to be necessary or desirable for the purposes of implementing the Acquisition and the Scheme;

“Exchange Act”, the United States Securities Exchange Act of 1934, as amended;

“Expenses Reimbursement Agreement”, the expenses reimbursement agreement dated as of the date of this Agreement between SSI and SkillSoft, the terms of which have been approved by the Panel;

“Extraordinary General Meeting” or “EGM”, the extraordinary general meeting of the SkillSoft Shareholders (and any adjournment thereof) to be convened in connection with the Scheme, expected to be held as soon as the preceding Court Meeting shall have been concluded or adjourned;

“Group”, in relation to any body corporate, means any bodies corporate which are holding companies or subsidiaries or subsidiary undertakings (as such terms are defined in the Act and the European Communities (Companies: Group Accounts) Regulations 1992, respectively) of it or of any such holding company;

“High Court”, the High Court of Ireland;

“Holding Company”, the meaning given to that term by Section 155, Companies Act 1963;

“HSR Act”, the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“Indemnified Parties”, the meaning given to that term in Clause 7.1.2;

“Investor Group”, the meaning given to that term in the Rule 2.5 Announcement;

36

“Ireland” or “Republic of Ireland”, Ireland excluding Northern Ireland and the word “Irish” shall be construed accordingly;

“Listing Rules”, the listing rules of NASDAQ as amended from time to time;

“NASDAQ”, the market known as the Nasdaq Global Market on which SkillSoft’s ADSs are quoted;

“Non-Solicitation Period Start Date”, 7 March 2010;

“Northern Ireland”, the counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone on the island of Ireland;

“Optionholder Proposal”, the proposal of SSI to the SkillSoft Optionholders and the holders of purchase rights under the SkillSoft Employee Share Purchase Plan to be made pursuant to Rule 15 of the Takeover Rules;

“Options Schedule”, the list of SkillSoft Options as at the date of this Agreement as provided by SkillSoft and set out in Schedule 2 hereto;

“Panel”, the Irish Takeover Panel;

“Parties”, SkillSoft and SSI and “Party” shall mean either of them (as the context requires);

“Proceedings”, the meaning given to that term in Clause 10.7.2;

“Record Date”, the date which falls two days before the date of the Court Meeting;

“Registrar of Companies”, the Registrar of Companies in Dublin;

“Relevant Authority”, any Irish or United States federal commission, board, body, bureau, or other regulatory authority or agency, including courts and other judicial bodies, or any Irish or United States competition, anti-trust or supervisory body or other governmental, regulatory agency or body or securities exchange including and instrumentality or entity designed to act for or on behalf of any of the foregoing;

“Relevant Entity”, a body corporate in respect of which either (x) SSI or (y) any member of the Investor Group (a) has a majority of the shareholders’ or members’ voting rights; or (b) is a shareholder or member and at the same time has the right to appoint or remove a majority of the members of its board of directors; or (c) is a shareholder or member and alone controls a majority of the shareholders’ or members’ voting rights pursuant to an agreement entered into with other shareholders or members;

“Relevant Person”, the meaning given to that term in Clause 5.2.2;

“Representatives”, the directors, officers, employees, agents, investment bankers, financial advisors, legal advisors, accountants, brokers, finders, consultants or representatives of SkillSoft, SSI, or of any of their respective Subsidiaries, as the case may be;

37

“Resolutions”, the resolutions to be proposed at the EGM and Court Meeting to effect the Scheme, which will be set out in the Scheme Document, other than any adjournment resolution included in the Scheme Document;

“RIS”, a Regulatory Information Service as defined in the Takeover Rules;

“Rule 2.5 Announcement”, the announcement in the Agreed Form to be made by the Parties pursuant to Rule 2.5 of the Takeover Rules;

“Scheme” or “Scheme of Arrangement”, the proposed scheme of arrangement under Section 201 of the Act and the capital reduction under Sections 72 and 74 of the Act to effect the Acquisition, in such terms as SkillSoft may determine in accordance with the provisions of Clause 3.1, including any revision thereof;

“Scheme Consideration”, the consideration payable to SkillSoft Shareholders under the Scheme;

“Scheme Document”, a document to be distributed to SkillSoft Shareholders and, for information only, to SkillSoft Optionholders and the holders of purchase rights under the SkillSoft Employee Share Purchase Plan containing (i) the Scheme, (ii) the notice or notices of the Court Meeting and EGM, (iii) an explanatory statement as required by Section 202 of the Act with respect to the Scheme, (iv) such other information as may be required or necessary pursuant to the Act, the Takeover Rules, the Exchange Act or the Listing Rules, and (v) such other information as SkillSoft and SSI shall agree;

“Scheme Recommendation”, the unanimous recommendation of the Board that SkillSoft Shareholders vote in favour of the Resolutions;

“SEC”, the United States Securities and Exchange Commission;

“Securities Act”, the United States Securities Act of 1933, as amended;

“SkillSoft Employee Share Purchase Plan”, the 2004 SkillSoft Employee Share Purchase Plan;

“SkillSoft Employees”, the meaning given to that term in Clause 7.2.1;

“SkillSoft Group”, SkillSoft, any Subsidiary of SkillSoft, any Holding Company of SkillSoft and any Subsidiary of any such Holding Company;

“SkillSoft Optionholders”, the holders of SkillSoft Options;

“SkillSoft Options”, the outstanding options to subscribe for SkillSoft Shares pursuant to the SkillSoft Share Option Plans which, as at the date of this Agreement, are as set out in the Options Schedule;

“SkillSoft Shareholders”, the holders of SkillSoft Shares;

“SkillSoft Share Option Plans”, the Booksx24X7.com 1994 Stock Option Plan, the 1994 Share Option Plan, the 1996 Supplemental Stock Plan, the SkillSoft Corporation 1998 Stock Incentive Plan, the SkillSoft Corporation 2001 Stock

38

Incentive Plan, the SkillSoft plc 2002 Share Option Plan and the SkillSoft Public Limited Company 2001 Outside Director Plan;

“SkillSoft Shares”, the Ordinary Shares of €0.11 each in the capital of SkillSoft;

“Subsidiary”, the meaning given to that term by Section 155, Companies Act 1963;

“subsidiary undertaking”, the meaning given to that term in the European Communities (Companies: Group Accounts) Regulations 1992;

“Takeover Rules”, the Irish Takeover Panel Act 1997, Takeover Rules 2007, as amended;

“Third Party Transaction Proposal”, any proposal or offer for the acquisition of control (as defined in the Takeover Rules) of SkillSoft, or any other transaction that involves a change of control of SkillSoft through the acquisition of more than 50% of the voting and other equity securities of SkillSoft Shares (whether by acquiring any interest in SkillSoft Shares, SkillSoft ADRs or SkillSoft ADSs), or a disposal or acquisition of more than 50% of the assets of SkillSoft (taken as a whole) or a share exchange of SkillSoft Shares for shares in another company or body corporate;

“Timetable”, shall have the meaning given to that term in Clause 2.2.1;

“United States” or “US”, the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and any other territory subject to its jurisdiction; and

“US$”, the lawful currency from time to time of the United States.

11.2 Construction

11.2.1	In this Agreement words such as “hereunder”, “hereto”, “hereof” and “herein” and other words commencing with “here” shall, unless the context clearly indicates to the contrary, refer to the whole of this Agreement and not to any particular section or clause thereof.
11.2.2	Save as otherwise provided herein, any reference herein to a section, clause, schedule or paragraph shall be a reference to a section, sub-section, clause, sub-clause, paragraph or sub-paragraph (as the case may be) of this Agreement.
11.2.3	Any reference to any provision of any legislation shall include any modification re-enactment or extension thereof (provided that, as between the parties, no such modification or extension made after the date of this Agreement shall apply for the purpose of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of any party) and shall also include any subordinate legislation made from time to time under such provision. Any reference to any provision of any legislation, unless the context clearly indicates to the contrary, shall be a reference to legislation of Ireland.

39

11.2.4	In this Agreement, the masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa. References to persons shall include natural persons, firms, bodies corporate, unincorporated associations and partnerships, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality).
11.2.5	In this Agreement reference to the word “person” is deemed to include references to natural persons, firms, partnerships, companies, corporations, associations, bodies corporate, trusts and investment funds (in each case whether or not having a separate legal personality).
11.2.6	Any reference to an Irish legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than Ireland, be deemed to include a reference to what most nearly approximates in that jurisdiction to the Irish legal term.
11.2.7	Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
11.2.8	Any undertaking by any party not to do any act or thing shall be deemed to include an undertaking not to permit or suffer the doing of that act or thing.

11.3 Captions

The headings or captions to the clauses in this Agreement are inserted for convenience of reference only and shall not be considered a part of or affect the interpretation or construction thereof.

11.4 Time

References to times are to Irish times unless otherwise specified.

IN WITNESS whereof the parties have entered into this Agreement on the date specified above.

40

SCHEDULE 1

Indicative Timetable

Item	Date (all 2010)
Rule 2.5 Announcement issued	Friday 12 February
Go-Shop Period commences	Friday 12 February
William Fry circulates first draft of Scheme Document	Monday 15 February
WilmerHale files draft Scheme Document with SEC	Friday 19 February
William Fry file Scheme Document with the Irish Takeover Panel for review and approval	Friday 19 February
Submit HSR Filing	Friday 26 February
SEC Comment Period expires	Sunday 28 February
Latest date by which Panel approves the Scheme Document	Thursday 4 March
Company files 201(2) application to convene shareholders’ meeting with Panel-approved draft Scheme Document tendered in Court	Friday 5 March
Latest date for submission of anti-trust filings in Germany, Brazil and Austria	Friday 5 March
Go-Shop Period expires	Saturday 6 March
High Court hearing to convene shareholders’ meeting	Monday 8 March
Latest date by which Scheme Document mailed to SkillSoft shareholders, convening Court Meeting and Extraordinary General Meeting	Friday 12 March
Newspaper Advertisements published	Friday 12 March
Court Meeting and Extraordinary General Meeting held	Tuesday 6 April
Petition presented for s 201(4) application to approve scheme as approved by shareholders	Friday 9 April
Advertising Motions Hearing with the High Court (directions as to advertising petition hearing)	Monday 12 April
Newspaper Advertisements published	Friday 16 April

41

Item	Date (all 2010)
Petition Hearing with the High Court to sanction the Scheme	Tuesday 4 May
High Court order sanctioning the Scheme available	Tuesday 11 May
Order and Minute of Reduction of Share Capital filed	Tuesday 18 May
Payment	Tuesday 1 June

42

SCHEDULE 2

Options Schedule

	Grant	Expiration	Exercise	Shares
Number	Date	Date	Price	Outstanding
0008349	28-Nov-08	1-Apr-11	$0.14	15,000
0008364	28-Nov-08	1-Apr-11	$0.14	10,000
0008363	28-Nov-08	1-Apr-11	$0.14	10,000
0008370	28-Nov-08	1-Apr-11	$0.14	10,000
0008368	28-Nov-08	1-Apr-11	$0.14	10,000
0008360	28-Nov-08	1-Apr-11	$0.14	10,000
0008359	28-Nov-08	1-Apr-11	$0.14	10,000
0008369	28-Nov-08	1-Apr-11	$0.14	10,000
0008347	28-Nov-08	1-Apr-11	$0.14	15,000
0008350	28-Nov-08	1-Apr-11	$0.14	10,000
0008353	28-Nov-08	1-Apr-11	$0.14	10,000
0008352	28-Nov-08	1-Apr-11	$0.14	10,000
0008356	28-Nov-08	1-Apr-11	$0.14	10,000
0008355	28-Nov-08	1-Apr-11	$0.14	10,000
0008354	28-Nov-08	1-Apr-11	$0.14	10,000
0008371	28-Nov-08	1-Apr-11	$0.14	10,000
0008357	28-Nov-08	1-Apr-11	$0.14	10,000
0008365	28-Nov-08	1-Apr-11	$0.14	10,000
0008358	28-Nov-08	1-Apr-11	$0.14	10,000
0008367	28-Nov-08	1-Apr-11	$0.14	10,000
0008361	28-Nov-08	1-Apr-11	$0.14	10,000
0008348	28-Nov-08	1-Apr-11	$0.14	15,000
0008378	31-Mar-09	1-Apr-11	$0.15	10,000
SK000781	16-Jul-01	16-Jul-11	$0.25	475
SK000818	16-Jul-01	16-Jul-11	$0.25	1,473
SK000814	16-Jul-01	16-Jul-11	$0.25	890
SK000785	16-Jul-01	16-Jul-11	$0.25	2,852
SK000784	16-Jul-01	16-Jul-11	$0.25	1,200
SK000811	16-Jul-01	16-Jul-11	$0.25	119
SK000788	16-Jul-01	16-Jul-11	$0.25	231
SK000792	16-Jul-01	16-Jul-11	$0.25	22
SK000797	16-Jul-01	16-Jul-11	$0.25	539
SK000800	16-Jul-01	16-Jul-11	$0.25	12
SK000860	16-Jul-01	16-Jul-11	$0.25	1,401
SK000807	16-Jul-01	16-Jul-11	$0.25	41
SK000833	16-Jul-01	16-Jul-11	$0.25	18
SK000817	24-Oct-01	24-Oct-11	$1.27	1,604
SK000819	14-Nov-01	14-Nov-11	$2.55	471
0007675	4-Mar-03	4-Mar-13	$2.68	7,000
0007681	4-Mar-03	4-Mar-13	$2.68	4,000
0007658	4-Mar-03	4-Mar-13	$2.68	28,932
0007661	4-Mar-03	4-Mar-13	$2.68	5,000
0007660	4-Mar-03	4-Mar-13	$2.68	2,000
0007696	7-Mar-03	7-Mar-13	$2.80	3,750
0007692	7-Mar-03	7-Mar-13	$2.80	3,000
0007704	14-Apr-03	14-Apr-13	$2.84	10,000
0007638	12-Dec-02	12-Dec-12	$2.96	5,918

43

	Grant	Expiration	Exercise	Shares
Number	Date	Date	Price	Outstanding
0007640	12-Dec-02	12-Dec-12	$2.96	3,500
0007636	12-Dec-02	12-Dec-12	$2.96	452
0007626	12-Dec-02	12-Dec-12	$2.96	800
0007631	12-Dec-02	12-Dec-12	$2.96	4,142
0007633	12-Dec-02	12-Dec-12	$2.96	6,667
0008223	4-Apr-05	4-Apr-15	$3.04	1,000
0008208	4-Apr-05	4-Apr-15	$3.04	15,000
0008213	4-Apr-05	4-Apr-15	$3.04	1,000
0008215	4-Apr-05	4-Apr-15	$3.04	2,000
0008211	4-Apr-05	4-Apr-15	$3.04	3,000
0007532	12-Jul-02	10-Jul-12	$3.30	3,500
0007555	12-Jul-02	10-Jul-12	$3.30	3,500
0007529	12-Jul-02	10-Jul-12	$3.30	2,917
0007584	15-Aug-02	15-Aug-12	$3.37	52,500
0008250	2-Jun-05	2-Jun-15	$3.51	2,000
0008245	2-Jun-05	2-Jun-15	$3.51	1,500
SK001074	1-Aug-02	1-Aug-12	$3.63	2,700
0007796	27-May-03	27-May-13	$3.66	16,000
0007759	27-May-03	27-May-13	$3.66	72,635
0007760	27-May-03	27-May-13	$3.66	2,365
0007766	27-May-03	27-May-13	$3.66	20,000
0007794	27-May-03	27-May-13	$3.66	14,920
0008267	27-May-03	27-May-13	$3.66	2,802
0007795	27-May-03	27-May-13	$3.66	32,278
0007787	27-May-03	27-May-10	$3.66	10,000
0007773	27-May-03	27-May-13	$3.66	27,175
0007772	27-May-03	27-May-13	$3.66	14,825
0007785	27-May-03	27-May-10	$3.66	5,000
0007808	27-May-03	27-May-13	$3.66	40,000
0007809	27-May-03	27-May-13	$3.66	10,000
0007775	27-May-03	27-May-13	$3.66	3,683
0007813	27-May-03	27-May-13	$3.66	61,747
0007783	27-May-03	27-May-10	$3.66	35,000
0007799	27-May-03	27-May-13	$3.66	40,000
0007768	27-May-03	27-May-13	$3.66	279
0007767	27-May-03	27-May-13	$3.66	3,000
0007744	27-May-03	27-May-13	$3.66	2,500
0007788	27-May-03	27-May-10	$3.66	10,000
0007776	27-May-03	27-May-13	$3.66	10,000
0007729	1-May-03	1-May-13	$3.72	800
0007725	1-May-03	1-May-13	$3.72	1,500
0008228	11-May-05	11-May-15	$3.83	2,000
0008232	11-May-05	11-May-15	$3.83	3,500
SK000949	13-Jun-02	13-Jun-12	$3.92	5,326
0008203	3-Mar-05	3-Mar-15	$3.99	750
0008200	3-Mar-05	3-Mar-15	$3.99	3,500
SK000993	16-Aug-02	16-Aug-12	$4.06	7,151
SK001055	16-Aug-02	16-Aug-12	$4.06	27,161
SK000977	16-Aug-02	16-Aug-12	$4.06	98,640
SK000996	16-Aug-02	16-Aug-12	$4.06	5,721
SK000997	16-Aug-02	16-Aug-12	$4.06	2,367
SK000974	16-Aug-02	16-Aug-12	$4.06	14,303

44

	Grant	Expiration	Exercise	Shares
Number	Date	Date	Price	Outstanding
SK000979	16-Aug-02	16-Aug-12	$4.06	5,918
SK000981	16-Aug-02	16-Aug-12	$4.06	11,837
SK000966	16-Aug-02	16-Aug-12	$4.06	631,959
SK001033	16-Aug-02	16-Aug-12	$4.06	12,536
SK000960	16-Aug-02	16-Aug-12	$4.06	244,438
SK001017	16-Aug-02	16-Aug-12	$4.06	8,416
SK001016	16-Aug-02	16-Aug-12	$4.06	3,522
SK001021	16-Aug-02	16-Aug-12	$4.06	3,243
SK001020	16-Aug-02	16-Aug-12	$4.06	8,828
SK001057	16-Aug-02	16-Aug-12	$4.06	3,551
SK001026	16-Aug-02	16-Aug-12	$4.06	4,734
SK000964	16-Aug-02	16-Aug-12	$4.06	571,377
SK000963	16-Aug-02	16-Aug-12	$4.06	24,609
SK000990	16-Aug-02	16-Aug-12	$4.06	11,837
SK001056	16-Aug-02	16-Aug-12	$4.06	32,023
SK000356	5-Jun-00	5-Jun-10	$4.07	5,445
SK000367	20-Jun-00	20-Jun-10	$4.12	740
SK000338	20-Jun-00	20-Jun-10	$4.12	7,102
0007521	8-Jul-02	8-Jul-12	$4.12	750
SK000329	20-Jun-00	20-Jun-10	$4.12	11,837
SK000343	20-Jun-00	20-Jun-10	$4.12	9,469
SK000335	20-Jun-00	20-Jun-10	$4.12	11,387
SK000339	20-Jun-00	20-Jun-10	$4.12	4,663
0007587	6-Sep-02	6-Sep-12	$4.25	25,000
0007590	5-Nov-02	5-Nov-12	$4.65	2,000
SK000303	17-Apr-00	17-Apr-10	$4.96	1,776
0008377	11-Mar-09	11-Mar-19	$4.97	50,000
0007740	6-Jun-03	6-Jun-13	$5.00	1,500
0007738	6-Jun-03	6-Jun-13	$5.00	1,000
0007731	6-Jun-03	6-Jun-13	$5.00	500
0007733	6-Jun-03	6-Jun-13	$5.00	25,000
0008185	4-Feb-05	4-Feb-15	$5.03	4,500
0008190	4-Feb-05	4-Feb-15	$5.03	2,000
0008184	4-Feb-05	4-Feb-15	$5.03	1,800
SK000354	26-Jun-00	26-Jun-10	$5.12	296
0008178	7-Jan-05	7-Jan-15	$5.32	1,250
0008171	7-Jan-05	7-Jan-15	$5.32	2,500
0008177	7-Jan-05	7-Jan-15	$5.32	2,000
0008127	9-Sep-04	9-Sep-14	$5.46	250
0008126	9-Sep-04	9-Sep-14	$5.46	2,000
0008265	1-Jan-06	1-Jan-16	$5.50	10,000
0008264	1-Jan-06	1-Jan-16	$5.50	10,000
0008263	1-Jan-06	1-Jan-16	$5.50	10,000
0006765	8-May-02	8-May-12	$5.55	750
0006790	8-May-02	8-May-12	$5.55	750
0006810	8-May-02	8-May-12	$5.55	1,500
0007001	8-May-02	8-May-12	$5.55	750
0007026	8-May-02	8-May-12	$5.55	500
0007034	8-May-02	8-May-12	$5.55	1,000
0006981	8-May-02	8-May-12	$5.55	750
0007483	8-May-02	8-May-12	$5.55	6,563
0006946	8-May-02	8-May-12	$5.55	1,500

45

	Grant	Expiration	Exercise	Shares
Number	Date	Date	Price	Outstanding
0006967	8-May-02	8-May-12	$5.55	400
0006961	8-May-02	8-May-12	$5.55	750
0007485	8-May-02	8-May-12	$5.55	17,000
0006925	8-May-02	8-May-12	$5.55	1,500
0006953	8-May-02	8-May-12	$5.55	1,500
0007487	8-May-02	8-May-12	$5.55	35,000
0007170	8-May-02	8-May-12	$5.55	2,000
0007168	8-May-02	8-May-12	$5.55	575
0007177	8-May-02	8-May-12	$5.55	505
0007146	8-May-02	8-May-12	$5.55	7,104
0007082	8-May-02	8-May-12	$5.55	7,500
0007097	8-May-02	8-May-12	$5.55	2,000
0007093	8-May-02	8-May-12	$5.55	500
0007120	8-May-02	8-May-12	$5.55	1,500
0007132	8-May-02	8-May-12	$5.55	750
0007052	8-May-02	8-May-12	$5.55	1,000
0007049	8-May-02	8-May-12	$5.55	4,000
0007064	8-May-02	8-May-12	$5.55	500
0007078	8-May-02	8-May-12	$5.55	1,250
0007007	8-May-02	8-May-12	$5.55	750
0007006	8-May-02	8-May-12	$5.55	600
0006958	8-May-02	8-May-12	$5.55	750
0006998	8-May-02	8-May-12	$5.55	500
0007231	8-May-02	8-May-12	$5.55	1,750
0007408	8-May-02	8-May-12	$5.55	1,000
0007281	8-May-02	8-May-12	$5.55	4,000
0007201	8-May-02	8-May-12	$5.55	1,500
0007219	8-May-02	8-May-12	$5.55	1,500
0007180	8-May-02	8-May-12	$5.55	2,166
0007411	8-May-02	8-May-12	$5.55	200
0007413	8-May-02	8-May-12	$5.55	2,000
0007153	8-May-02	8-May-12	$5.55	1,000
0007322	8-May-02	8-May-12	$5.55	2,155
0007312	8-May-02	8-May-12	$5.55	750
0007358	8-May-02	8-May-12	$5.55	1,000
0007372	8-May-02	8-May-12	$5.55	500
0007378	8-May-02	8-May-12	$5.55	219
0007376	8-May-02	8-May-12	$5.55	230
0007374	8-May-02	8-May-12	$5.55	2,000
0007232	8-May-02	8-May-12	$5.55	3,500
0007473	8-May-02	8-May-12	$5.55	18,000
0006840	8-May-02	8-May-12	$5.55	750
0006770	8-May-02	8-May-12	$5.55	2,000
0006783	8-May-02	8-May-12	$5.55	200
0006755	8-May-02	8-May-12	$5.55	1,250
0006740	8-May-02	8-May-12	$5.55	1,500
0006749	8-May-02	8-May-12	$5.55	300
0008196	1-Jan-05	1-Jan-15	$5.65	10,000
0008192	1-Jan-05	1-Jan-15	$5.65	10,000
0008195	1-Jan-05	1-Jan-15	$5.65	10,000
SK000368	3-Jul-00	3-Jul-10	$5.81	3,020
SK000317	8-May-00	8-May-10	$5.81	5,918

46

	Grant	Expiration	Exercise	Shares
Number	Date	Date	Price	Outstanding
SK000347	3-Jul-00	3-Jul-10	$5.81	494
0008119	5-Aug-04	5-Aug-14	$5.90	1,500
0008116	5-Aug-04	5-Aug-14	$5.90	2,000
SK000472	19-Feb-01	19-Feb-11	$5.91	16,174
0008165	3-Dec-04	3-Dec-11	$5.98	10,000
0008169	3-Dec-04	3-Dec-11	$5.98	10,000
0008168	3-Dec-04	3-Dec-11	$5.98	10,000
0008158	3-Dec-04	3-Dec-14	$5.98	2,400
0008279	12-Jun-06	12-Jun-13	$5.99	20,000
0008273	12-Jun-06	12-Jun-13	$5.99	200,000
0008288	12-Jun-06	12-Jun-13	$5.99	45,000
0008275	12-Jun-06	12-Jun-13	$5.99	17,500
0008299	12-Jun-06	12-Jun-13	$5.99	1,875
0008286	12-Jun-06	12-Jun-13	$5.99	1,459
0008302	12-Jun-06	12-Jun-13	$5.99	20,000
0008280	12-Jun-06	12-Jun-13	$5.99	20,000
0008277	12-Jun-06	12-Jun-13	$5.99	17,200
0008297	12-Jun-06	12-Jun-13	$5.99	1,250
0008296	12-Jun-06	12-Jun-13	$5.99	1,042
0008300	12-Jun-06	12-Jun-13	$5.99	45,000
0008283	12-Jun-06	12-Jun-13	$5.99	20,000
0008271	12-Jun-06	12-Jun-13	$5.99	35,000
0008287	12-Jun-06	12-Jun-13	$5.99	45,000
0008274	12-Jun-06	12-Jun-13	$5.99	60,000
0008298	12-Jun-06	12-Jun-13	$5.99	1,250
0008284	12-Jun-06	12-Jun-13	$5.99	20,000
0008278	12-Jun-06	12-Jun-13	$5.99	30,000
0008290	12-Jun-06	12-Jun-13	$5.99	1,250
0008303	12-Jun-06	12-Jun-13	$5.99	15,000
0008301	12-Jun-06	12-Jun-13	$5.99	14,000
0008294	12-Jun-06	12-Jun-13	$5.99	1,250
0008285	12-Jun-06	12-Jun-13	$5.99	10,000
0008276	12-Jun-06	12-Jun-13	$5.99	9,375
0008281	12-Jun-06	12-Jun-13	$5.99	3,334
0008282	12-Jun-06	12-Jun-13	$5.99	3,334
0007828	5-Aug-03	5-Aug-13	$6.09	4,000
SK000269	14-Apr-00	14-Apr-10	$6.12	346
SK000274	14-Apr-00	14-Apr-10	$6.12	4,734
SK000271	14-Apr-00	14-Apr-10	$6.12	16,571
SK000260	14-Apr-00	14-Apr-10	$6.12	4,734
SK000282	14-Apr-00	14-Apr-10	$6.12	6,212
SK000281	14-Apr-00	14-Apr-10	$6.12	148
SK000259	14-Apr-00	14-Apr-10	$6.12	2,367
SK000283	14-Apr-00	14-Apr-10	$6.12	198
SK000284	14-Apr-00	14-Apr-10	$6.12	346
SK000286	14-Apr-00	14-Apr-10	$6.12	7,102
SK000406	18-Aug-00	18-Aug-10	$6.18	1,053
0008333	1-Jan-07	1-Jan-17	$6.21	10,000
0008331	1-Jan-07	1-Jan-17	$6.21	10,000
0008329	1-Jan-07	1-Jan-17	$6.21	10,000
0008332	1-Jan-07	1-Jan-17	$6.21	10,000
SK000682	27-Sep-01	27-Sep-11	$6.36	2,811

47

	Grant	Expiration	Exercise	Shares
Number	Date	Date	Price	Outstanding
SK000689	27-Sep-01	27-Sep-11	$6.36	7,102
SK000688	27-Sep-01	27-Sep-11	$6.36	757
SK000664	27-Sep-01	27-Sep-11	$6.36	54,248
SK000663	27-Sep-01	27-Sep-11	$6.36	4,936
SK000670	27-Sep-01	27-Sep-11	$6.36	4,439
SK000700	27-Sep-01	27-Sep-11	$6.36	159,027
SK000699	27-Sep-01	27-Sep-11	$6.36	47,712
SK000674	27-Sep-01	27-Sep-11	$6.36	605
SK000673	27-Sep-01	27-Sep-11	$6.36	14,656
SK000698	27-Sep-01	27-Sep-11	$6.36	631,574
SK000697	27-Sep-01	27-Sep-11	$6.36	78,645
SK000702	27-Sep-01	27-Sep-11	$6.36	78,359
SK000691	27-Sep-01	27-Sep-11	$6.36	4,734
SK000676	27-Sep-01	27-Sep-11	$6.36	2,952
SK000675	27-Sep-01	27-Sep-11	$6.36	4,437
SK000668	27-Sep-01	27-Sep-11	$6.36	56,085
SK000703	27-Sep-01	27-Sep-11	$6.36	24,904
SK000692	27-Sep-01	27-Sep-11	$6.36	4,734
SK000686	27-Sep-01	27-Sep-11	$6.36	4,734
0008320	29-Sep-06	29-Sep-13	$6.38	1,875
0008327	5-Dec-06	5-Dec-13	$6.41	400,000
0008326	5-Dec-06	5-Dec-13	$6.41	800,000
0008324	5-Dec-06	5-Dec-13	$6.41	2,000,000
0008328	5-Dec-06	5-Dec-13	$6.41	247,556
0008325	5-Dec-06	5-Dec-13	$6.41	1,200,000
0008141	15-Oct-04	15-Oct-14	$6.62	3,000
0008139	15-Oct-04	15-Oct-14	$6.62	2,000
0008142	15-Oct-04	15-Oct-14	$6.62	2,000
SK000951	1-May-02	1-May-12	$7.10	2,367
SK000903	1-May-02	1-May-12	$7.10	7,102
0008376	1-Jan-09	1-Jan-19	$7.14	20,000
0008375	1-Jan-09	1-Jan-19	$7.14	20,000
0008372	1-Jan-09	1-Jan-19	$7.14	20,000
0008374	1-Jan-09	1-Jan-19	$7.14	20,000
0007847	6-Oct-03	6-Oct-13	$7.25	2,000
0007878	20-Nov-03	20-Nov-13	$7.32	2,500
SK000934	3-Jun-02	3-Jun-12	$7.44	2,367
SK000940	3-Jun-02	3-Jun-12	$7.44	5,326
SK000916	29-Apr-02	29-Apr-12	$7.50	3,551
0008099	7-Jun-04	7-Jun-14	$8.00	2,500
0008088	7-Jun-04	7-Jun-14	$8.00	2,500
0008087	7-Jun-04	7-Jun-14	$8.00	4,500
0007867	5-Nov-03	5-Nov-10	$8.08	2,500
0007869	5-Nov-03	5-Nov-13	$8.08	400
0007870	5-Nov-03	5-Nov-13	$8.08	1,500
0007861	5-Nov-03	5-Nov-10	$8.08	500
SK000930	28-May-02	28-May-12	$8.19	7,102
SK000484	26-Mar-01	26-Mar-11	$8.24	5,445
SK000652	17-Sep-01	17-Sep-11	$8.24	2,367
0007887	11-Dec-03	11-Dec-10	$8.38	1,500
0007896	11-Dec-03	11-Dec-13	$8.38	12,500
SK000909	8-Apr-02	8-Apr-12	$8.38	7,802

48

	Grant	Expiration	Exercise	Shares
Number	Date	Date	Price	Outstanding
0007891	11-Dec-03	11-Dec-13	$8.38	1,500
0007886	11-Dec-03	11-Dec-10	$8.38	1,500
SK000908	8-Apr-02	8-Apr-12	$8.38	39,545
0007885	11-Dec-03	11-Dec-10	$8.38	1,500
0007924	12-Jan-04	12-Jan-14	$8.42	1,800
0007930	12-Jan-04	12-Jan-14	$8.42	1,000
0007929	12-Jan-04	12-Jan-14	$8.42	400
0007927	12-Jan-04	12-Jan-14	$8.42	1,800
0007925	12-Jan-04	12-Jan-14	$8.42	1,800
0007928	12-Jan-04	12-Jan-14	$8.42	1,800
SK001079	22-Oct-01	22-Oct-11	$8.47	14,204
SK000429	13-Nov-00	13-Nov-10	$8.55	1,036
SK000430	13-Nov-00	13-Nov-10	$8.55	2,303
SK000438	6-Nov-00	6-Nov-10	$8.61	14,204
0007897	1-Jan-04	1-Jan-14	$8.65	10,000
0007899	1-Jan-04	1-Jan-14	$8.65	10,000
0007898	1-Jan-04	1-Jan-14	$8.65	10,000
0007976	20-Feb-04	20-Feb-14	$9.00	20,000
0007977	20-Feb-04	20-Feb-14	$9.00	4,000
SK000480	12-Mar-01	12-Mar-11	$9.19	6,311
0007978	17-Feb-04	17-Feb-14	$9.28	20,000
0008342	1-Jan-08	1-Jan-18	$9.56	20,000
0008338	1-Jan-08	1-Jan-18	$9.56	20,000
0008341	1-Jan-08	1-Jan-18	$9.56	20,000
0008340	1-Jan-08	1-Jan-18	$9.56	20,000
0008337	30-Nov-07	30-Nov-14	$9.69	75,000
SK000899	29-Mar-02	29-Mar-12	$9.74	4,734
SK000719	19-Nov-01	19-Nov-11	$9.87	14,204
SK000720	19-Nov-01	19-Nov-11	$9.87	2,367
SK000891	13-Mar-02	13-Mar-12	$10.18	7,102
SK000778	18-Dec-01	18-Dec-11	$10.26	2,367
0008346	1-Oct-08	1-Oct-15	$10.33	10,000
0008383	1-Jan-10	1-Jan-20	$10.48	20,000
0008379	1-Jan-10	1-Jan-20	$10.48	20,000
0008380	1-Jan-10	1-Jan-20	$10.48	20,000
0008381	1-Jan-10	1-Jan-20	$10.48	20,000
0008382	1-Jan-10	1-Jan-20	$10.48	20,000
SK000841	28-Jan-02	28-Jan-12	$10.50	9,469
0007969	8-Mar-04	8-Mar-14	$10.63	1,000
0007951	8-Mar-04	8-Mar-14	$10.63	2,000
0007974	8-Mar-04	8-Mar-14	$10.63	3,000
0007962	8-Mar-04	8-Mar-14	$10.63	1,800
SK000779	10-Dec-01	10-Dec-11	$10.67	3,432
0007947	4-Mar-04	4-Mar-14	$10.75	25,000
SK000230	6-Mar-00	6-Mar-10	$10.93	8,285
SK000247	6-Mar-00	6-Mar-10	$10.93	5,445
0008345	2-Sep-08	2-Sep-15	$10.95	10,000
SK000724	21-Jan-02	21-Jan-12	$10.96	1,775
SK000723	21-Jan-02	21-Jan-12	$10.96	2,218
SK000745	21-Jan-02	21-Jan-12	$10.96	2,367
SK000751	21-Jan-02	21-Jan-12	$10.96	4,734
SK000753	21-Jan-02	21-Jan-12	$10.96	1,775

49

	Grant	Expiration	Exercise	Shares
Number	Date	Date	Price	Outstanding
SK000754	21-Jan-02	21-Jan-12	$10.96	1,775
SK000758	21-Jan-02	21-Jan-12	$10.96	7,102
SK000760	21-Jan-02	21-Jan-12	$10.96	3,551
SK000766	21-Jan-02	21-Jan-12	$10.96	1,775
SK000764	21-Jan-02	21-Jan-12	$10.96	9,469
SK000765	21-Jan-02	21-Jan-12	$10.96	7,338
SK000729	21-Jan-02	21-Jan-12	$10.96	11,837
SK000728	21-Jan-02	21-Jan-12	$10.96	7,338
SK000732	21-Jan-02	21-Jan-12	$10.96	7,338
SK000757	21-Jan-02	21-Jan-12	$10.96	1,775
SK000731	21-Jan-02	21-Jan-12	$10.96	1,183
SK000780	21-Jan-02	21-Jan-12	$10.96	473
SK000735	21-Jan-02	21-Jan-12	$10.96	1,775
SK000740	21-Jan-02	21-Jan-12	$10.96	1,775
SK000744	21-Jan-02	21-Jan-12	$10.96	1,775
SK000836	21-Jan-02	21-Jan-12	$10.96	7,102
SK000769	21-Jan-02	21-Jan-12	$10.96	1,775
SK000767	21-Jan-02	21-Jan-12	$10.96	814
SK000722	21-Jan-02	21-Jan-12	$10.96	21,455
SK000843	22-Jan-02	22-Jan-12	$11.01	9,469
SK000507	23-Apr-01	23-Apr-11	$11.32	8,285
SK000497	23-Apr-01	23-Apr-11	$11.32	9,469
SK000297	3-Apr-00	3-Apr-10	$11.41	9,469
SK000580	30-Apr-01	30-Apr-11	$11.60	8,285
SK000612	30-Apr-01	30-Apr-11	$11.60	47,348
SK000570	30-Apr-01	30-Apr-11	$11.60	35
SK000569	30-Apr-01	30-Apr-11	$11.60	14,168
SK000530	30-Apr-01	30-Apr-11	$11.60	8,285
SK000602	30-Apr-01	30-Apr-11	$11.60	4,734
SK000605	30-Apr-01	30-Apr-11	$11.60	7,102
SK000603	30-Apr-01	30-Apr-11	$11.60	11,837
SK000606	30-Apr-01	30-Apr-11	$11.60	3,551
SK000512	30-Apr-01	30-Apr-11	$11.60	53,316
SK000511	30-Apr-01	30-Apr-11	$11.60	17,705
SK000607	30-Apr-01	30-Apr-11	$11.60	5,918
SK000581	30-Apr-01	30-Apr-11	$11.60	5,918
SK000584	30-Apr-01	30-Apr-11	$11.60	2,367
SK000520	30-Apr-01	30-Apr-11	$11.60	532
SK000519	30-Apr-01	30-Apr-11	$11.60	22,241
SK000583	30-Apr-01	30-Apr-11	$11.60	2,367
SK000562	30-Apr-01	30-Apr-11	$11.60	1,183
SK000573	30-Apr-01	30-Apr-11	$11.60	1,183
SK000556	30-Apr-01	30-Apr-11	$11.60	3,551
SK000545	30-Apr-01	30-Apr-11	$11.60	3,551
SK000587	30-Apr-01	30-Apr-11	$11.60	2,367
SK000600	30-Apr-01	30-Apr-11	$11.60	9,469
SK000543	30-Apr-01	30-Apr-11	$11.60	3,551
SK000585	30-Apr-01	30-Apr-11	$11.60	3,551
SK000572	30-Apr-01	30-Apr-11	$11.60	7,102
SK000564	30-Apr-01	30-Apr-11	$11.60	7,102
SK000576	30-Apr-01	30-Apr-11	$11.60	2,367
SK000539	30-Apr-01	30-Apr-11	$11.60	3,551

50

	Grant	Expiration	Exercise	Shares
Number	Date	Date	Price	Outstanding
SK000554	30-Apr-01	30-Apr-11	$11.60	4,734
SK000516	30-Apr-01	30-Apr-11	$11.60	39,888
SK000515	30-Apr-01	30-Apr-11	$11.60	31,133
SK000594	30-Apr-01	30-Apr-11	$11.60	4,734
SK000565	30-Apr-01	30-Apr-11	$11.60	7,102
SK000596	30-Apr-01	30-Apr-11	$11.60	2,367
SK000595	30-Apr-01	30-Apr-11	$11.60	4,734
SK000532	30-Apr-01	30-Apr-11	$11.60	5,918
SK000538	30-Apr-01	30-Apr-11	$11.60	962
SK000598	30-Apr-01	30-Apr-11	$11.60	809
SK000597	30-Apr-01	30-Apr-11	$11.60	11,027
SK000567	30-Apr-01	30-Apr-11	$11.60	2,367
SK000611	30-Apr-01	30-Apr-11	$11.60	4,734
SK000541	30-Apr-01	30-Apr-11	$11.60	3,551
SK000544	30-Apr-01	30-Apr-11	$11.60	3,551
SK000608	30-Apr-01	30-Apr-11	$11.60	8,285
SK000553	30-Apr-01	30-Apr-11	$11.60	9,469
SK000660	4-Sep-01	4-Sep-11	$12.10	3,551
0008012	21-Apr-04	21-Apr-14	$12.50	10,000
0008066	21-Apr-04	21-Apr-14	$12.50	10,000
0008047	21-Apr-04	21-Apr-14	$12.50	7,500
0008036	21-Apr-04	21-Apr-14	$12.50	10,000
0008037	21-Apr-04	21-Apr-11	$12.50	10,000
0008048	21-Apr-04	21-Apr-11	$12.50	7,500
0007993	21-Apr-04	21-Apr-14	$12.50	40,000
0008070	21-Apr-04	21-Apr-14	$12.50	10,000
0008050	21-Apr-04	21-Apr-14	$12.50	7,500
0008062	21-Apr-04	21-Apr-14	$12.50	5,000
0007992	21-Apr-04	21-Apr-14	$12.50	40,000
0008069	21-Apr-04	21-Apr-14	$12.50	10,000
0008071	21-Apr-04	21-Apr-11	$12.50	10,000
0007994	21-Apr-04	21-Apr-14	$12.50	40,000
0008040	21-Apr-04	21-Apr-14	$12.50	10,000
0008039	21-Apr-04	21-Apr-11	$12.50	10,000
0008063	21-Apr-04	21-Apr-14	$12.50	5,000
0008014	21-Apr-04	21-Apr-14	$12.50	10,000
0007998	21-Apr-04	21-Apr-14	$12.50	30,000
0008017	21-Apr-04	21-Apr-14	$12.50	10,000
0008023	21-Apr-04	21-Apr-14	$12.50	10,000
0008016	21-Apr-04	21-Apr-14	$12.50	10,000
0008021	21-Apr-04	21-Apr-14	$12.50	10,000
0008067	21-Apr-04	21-Apr-14	$12.50	10,000
0008057	21-Apr-04	21-Apr-14	$12.50	5,000
0008056	21-Apr-04	21-Apr-14	$12.50	5,000
0008029	21-Apr-04	21-Apr-14	$12.50	10,000
0008028	21-Apr-04	21-Apr-14	$12.50	10,000
0008060	21-Apr-04	21-Apr-14	$12.50	5,000
0008006	21-Apr-04	21-Apr-14	$12.50	15,000
0008054	21-Apr-04	21-Apr-11	$12.50	5,000
0008019	21-Apr-04	21-Apr-14	$12.50	10,000
0008059	21-Apr-04	21-Apr-14	$12.50	5,000
0008030	21-Apr-04	21-Apr-14	$12.50	10,000

51

	Grant	Expiration	Exercise	Shares
Number	Date	Date	Price	Outstanding
0008032	21-Apr-04	21-Apr-11	$12.50	10,000
0008072	21-Apr-04	21-Apr-14	$12.50	7,500
0008001	21-Apr-04	21-Apr-14	$12.50	25,000
0008034	21-Apr-04	21-Apr-14	$12.50	10,000
0008004	21-Apr-04	21-Apr-14	$12.50	20,000
0008042	21-Apr-04	21-Apr-11	$12.50	10,000
0008007	21-Apr-04	21-Apr-14	$12.50	15,000
0008026	21-Apr-04	21-Apr-14	$12.50	10,000
0008046	21-Apr-04	21-Apr-11	$12.50	7,500
0008025	21-Apr-04	21-Apr-14	$12.50	10,000
0008000	21-Apr-04	21-Apr-14	$12.50	25,000
0007997	21-Apr-04	21-Apr-14	$12.50	30,000
0007995	21-Apr-04	21-Apr-14	$12.50	40,000
0008064	21-Apr-04	21-Apr-11	$12.50	5,000
0008082	7-May-04	7-May-14	$12.85	4,000
0008073	7-May-04	7-May-14	$12.85	7,500
0007982	5-Apr-04	5-Apr-14	$12.99	3,000
0007984	5-Apr-04	5-Apr-14	$12.99	1,500
0007983	5-Apr-04	5-Apr-14	$12.99	1,000
0007980	5-Apr-04	5-Apr-14	$12.99	10,000
0006671	27-Sep-01	27-Sep-11	$13.40	1,000
0006710	4-Mar-02	4-Mar-12	$14.99	1,500
0005734	5-Apr-01	5-Apr-11	$19.06	1,000
0006146	5-Apr-01	5-Apr-11	$19.06	400
0006444	5-Apr-01	5-Apr-11	$19.06	2,500
0006145	5-Apr-01	5-Apr-11	$19.06	1,750
0006150	5-Apr-01	5-Apr-11	$19.06	4,000
0006469	5-Apr-01	5-Apr-11	$19.06	800
0006352	5-Apr-01	5-Apr-11	$19.06	2,400
0005944	5-Apr-01	5-Apr-11	$19.06	1,200
0005817	5-Apr-01	5-Apr-11	$19.06	750
0006370	5-Apr-01	5-Apr-11	$19.06	700
0006066	5-Apr-01	5-Apr-11	$19.06	7,500
0005788	5-Apr-01	5-Apr-11	$19.06	750
0005849	5-Apr-01	5-Apr-11	$19.06	800
0006099	5-Apr-01	5-Apr-11	$19.06	1,750
0006489	5-Apr-01	5-Apr-11	$19.06	700
0005792	5-Apr-01	5-Apr-11	$19.06	750
0005774	5-Apr-01	5-Apr-11	$19.06	600
0006074	5-Apr-01	5-Apr-11	$19.06	10,000
0005853	5-Apr-01	5-Apr-11	$19.06	800
0006114	5-Apr-01	5-Apr-11	$19.06	700
0006112	5-Apr-01	5-Apr-11	$19.06	1,000
0006296	5-Apr-01	5-Apr-11	$19.06	1,800
0006409	5-Apr-01	5-Apr-11	$19.06	4,000
0006123	5-Apr-01	5-Apr-11	$19.06	1,750
0005884	5-Apr-01	5-Apr-11	$19.06	1,000
0006030	5-Apr-01	5-Apr-11	$19.06	3,000
0006121	5-Apr-01	5-Apr-11	$19.06	4,000
0006247	5-Apr-01	5-Apr-11	$19.06	50,000
0006119	5-Apr-01	5-Apr-11	$19.06	4,000
0005881	5-Apr-01	5-Apr-11	$19.06	1,000

52

	Grant	Expiration	Exercise	Shares
Number	Date	Date	Price	Outstanding
0006019	5-Apr-01	5-Apr-11	$19.06	2,250
0006052	5-Apr-01	5-Apr-11	$19.06	5,000
0006011	5-Apr-01	5-Apr-11	$19.06	2,000
0006375	5-Apr-01	5-Apr-11	$19.06	2,150
0006303	5-Apr-01	5-Apr-11	$19.06	1,800
0005857	5-Apr-01	5-Apr-11	$19.06	800
0005893	5-Apr-01	5-Apr-11	$19.06	1,000
0005898	5-Apr-01	5-Apr-11	$19.06	1,000
0006324	5-Apr-01	5-Apr-11	$19.06	500
0006094	5-Apr-01	5-Apr-11	$19.06	30,000
0006254	5-Apr-01	5-Apr-11	$19.06	5,500
0005957	5-Apr-01	5-Apr-11	$19.06	1,250
0005748	5-Apr-01	5-Apr-11	$19.06	500
0006078	5-Apr-01	5-Apr-11	$19.06	10,000
0005976	5-Apr-01	5-Apr-11	$19.06	1,450
0006377	5-Apr-01	5-Apr-11	$19.06	3,000
0005746	5-Apr-01	5-Apr-11	$19.06	500
0005809	5-Apr-01	5-Apr-11	$19.06	750
0006602	5-Apr-01	5-Apr-11	$19.06	2,000
0006023	5-Apr-01	5-Apr-11	$19.06	3,000
0006053	5-Apr-01	5-Apr-11	$19.06	300
0006522	5-Apr-01	5-Apr-11	$19.06	700
0006170	5-Apr-01	5-Apr-11	$19.06	400
0005722	5-Apr-01	5-Apr-11	$19.06	400
0006079	5-Apr-01	5-Apr-11	$19.06	10,000
0006509	5-Apr-01	5-Apr-11	$19.06	10,000
0005912	5-Apr-01	5-Apr-11	$19.06	1,000
0006035	5-Apr-01	5-Apr-11	$19.06	3,000
0005931	5-Apr-01	5-Apr-11	$19.06	1,000
0005824	5-Apr-01	5-Apr-11	$19.06	750
0006379	5-Apr-01	5-Apr-11	$19.06	20,000
0006160	5-Apr-01	5-Apr-11	$19.06	1,000
0006357	5-Apr-01	5-Apr-11	$19.06	800
0006158	5-Apr-01	5-Apr-11	$19.06	500
0006376	5-Apr-01	5-Apr-11	$19.06	400
0006418	5-Apr-01	5-Apr-11	$19.06	14,000
0006407	5-Apr-01	5-Apr-11	$19.06	1,750
0006388	5-Apr-01	5-Apr-11	$19.06	1,200
0006442	5-Apr-01	5-Apr-11	$19.06	3,750
0006186	5-Apr-01	5-Apr-11	$19.06	2,000
0006184	5-Apr-01	5-Apr-11	$19.06	30,000
0005989	5-Apr-01	5-Apr-11	$19.06	1,500
0006307	5-Apr-01	5-Apr-11	$19.06	15,000
0005921	5-Apr-01	5-Apr-11	$19.06	1,000
0005917	5-Apr-01	5-Apr-11	$19.06	1,000
0005965	5-Apr-01	5-Apr-11	$19.06	1,250
0005992	5-Apr-01	5-Apr-11	$19.06	1,750
0005766	5-Apr-01	5-Apr-11	$19.06	500
0005996	5-Apr-01	5-Apr-11	$19.06	1,500
0006050	5-Apr-01	5-Apr-11	$19.06	4,000
0006502	5-Apr-01	5-Apr-11	$19.06	800
0006344	5-Apr-01	5-Apr-11	$19.06	1,750

53

	Grant	Expiration	Exercise	Shares
Number	Date	Date	Price	Outstanding
0005946	5-Apr-01	5-Apr-11	$19.06	1,200
0005728	5-Apr-01	5-Apr-11	$19.06	400
0006187	5-Apr-01	5-Apr-11	$19.06	10,000
0006084	5-Apr-01	5-Apr-11	$19.06	10,000
0006208	5-Apr-01	5-Apr-11	$19.06	1,000
0006473	5-Apr-01	5-Apr-11	$19.06	1,750
0005864	5-Apr-01	5-Apr-11	$19.06	800
0006505	5-Apr-01	5-Apr-11	$19.06	400
0006691	26-Nov-01	26-Nov-11	$20.68	25,000
0006701	1-Jan-02	1-Jan-12	$24.80	10,000
0006583	18-Apr-01	18-Apr-11	$26.85	1,000
0006564	18-Apr-01	18-Apr-11	$26.85	500
0006652	17-Apr-01	17-Apr-11	$27.81	25,000
0003623	17-Apr-00	13-Apr-10	$31.00	750
0003831	14-Mar-01	12-Mar-11	$31.50	7,500
0003745	18-Oct-00	18-Oct-10	$42.88	3,000
0003780	18-Oct-00	18-Oct-10	$42.88	1,000
				11,987,958

54

SCHEDULE 3

Representations and Warranties

Section 1.01 Organization; Powers

Target and each of its Subsidiaries (a) is duly organized or formed, validly existing and in good standing (to the extent applicable in such jurisdiction) under the laws of the jurisdiction of its organization or formation, (b) has all requisite power and authority, and the legal right, to own and operate its property and assets, to lease the property it operates as lessee and to carry on its business as now conducted and as proposed to be conducted, (c) is qualified to do business in, and is in good standing (to the extent applicable in such jurisdiction) in, every jurisdiction where such qualification is required, except where the failure to so qualify in a jurisdiction (other than its jurisdiction of incorporation) could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (d) has the power and authority, and the legal right, to execute, deliver and perform its obligations under the Scheme Documentation.

Section 1.02 Governmental Approvals

No action, consent or approval of, registration or filing with, Permit from, notice to, or any other action by, any Governmental Authority is or will be required by Target and its Subsidiaries in connection with the Acquisition and the Scheme Documentation, except for (a) such as have been made or obtained and are in full force and effect or which will be made or obtained by the time required by law and (b) those actions, consents, approvals, registrations, filings, Permits, notices or actions, the failure of which to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 1.03 Financial Statements

Target has heretofore furnished to the Buyer (i) the publicly available consolidated balance sheets and statements of income, stockholder’s equity and cash flows for the Target as of and for the fiscal years ended January 31, 2007, January 31, 2008 and January 31, 2009, and to the extent furnished to the Buyer, January 31, 2010, in each case audited by and accompanied by the opinion of Ernst & Young LLP, independent public accountants or an independent public accounting firm of recognized national standing, (ii) the publicly available unaudited consolidated balance sheets and related statements of income and cash flows of the Target for each fiscal quarter ended between January 31, 2009 and the date of the Scheme Documents and (iii) the publicly available unaudited consolidated balance sheets and related statements of income and cash flows of the Target for each fiscal quarter ended after January 31, 2010 to the extent furnished to the Buyer. Such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of the Target as of the dates thereof, all in accordance with GAAP. Such financial statements were prepared in accordance with GAAP applied on a consistent basis, (A) except as otherwise expressly noted therein, and (B) subject, in the case of quarterly financial statements, to changes resulting from normal year end adjustments and the absence of footnotes.

Section 1.04 No Material Adverse Effect

Except as set forth in the Target’s publicly available filings made in compliance with the reporting requirements of Section 13 or 15(d) of the Exchange Act prior to the date of the

55

Scheme Documents, no event, change or condition has occurred since January 31, 2009 that has caused, or could reasonably be expected to cause, a Material Adverse Effect.

Section 1.05 Properties

(a)	Target and each of its Restricted Subsidiaries has, subject to Liens permitted under Section 6.02 of the Existing Credit Agreement, (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold or licensed interests in (in the case of leased or licensed interests in real or personal property) and (iii) good title to (in the case of all other personal property), all of their respective properties and assets except where the failure to have such title, leasehold interests or licensed rights could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except for Liens permitted under Section 6.02 of the Existing Credit Agreement, all such properties and assets are free and clear of Liens except for defects or irregularities in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes or materially impact the value of such assets, and except where the failure to have such title, leasehold interests or licensed rights could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b)	Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Target and its Restricted Subsidiaries has complied with all obligations under all leases to which it is a party in all respects and all such leases are valid, binding and in full force and effect and are enforceable in all respects in accordance with their terms. None of the material owned Real Property is subject to any lease, sublease, license or other agreement granting to any Person (other than a Target Party and their Affiliates) any right to the use, occupancy, possession or enjoyment of such material owned Real Property or any portion thereof, except for any such lease, sublease, license or other agreement or similar rights which do not materially detract from the value of the property subject thereto.
(c)	None of Target Parties or any of the Restricted Subsidiaries is obligated under any right of first refusal, option or other contractual right or statutory or legal order to sell, assign or otherwise dispose of any owned Real Property or any interest therein that could, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 1.06 Restricted Subsidiaries

The shares of capital stock or other Equity Interests of the Restricted Subsidiaries of the Target Parties are fully paid and non-assessable and are owned by a Target Party, directly or indirectly, free and clear of all Liens (other than Liens permitted under Section 6.02 of the Existing Credit Agreement)).

Section 1.07 Litigation

Compliance with Laws

(a) There are no actions, suits or proceedings at law or in equity or by or before any arbitrator or Governmental Authority now pending or, to the knowledge of Target or Target (USA), threatened against or affecting Target, Target (USA) or any Restricted Subsidiary or any business, property or rights of any such Person (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely

56

determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, other than any proceedings or actions which are frivolous and/or vexatious and where the relevant proceeding or action is dismissed or permanently stayed, set aside, revoked or terminated within one Business Day of the commencement of the relevant court hearing.

(b) None of Target, Target (USA) or any of the Restricted Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

Section 1.8 Agreements

(a)

None of Target, Target (USA) or any of the Restricted Subsidiaries is a party to any agreement or instrument that, individually or in the aggregate, has resulted or could reasonably be expected to result in a Material Adverse Effect.

(b)

None of Target, Target (USA) or any of the Restricted Subsidiaries is in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other material agreement or instrument to which it is a party or by which it or any of its properties or assets are or may be bound where such default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

Section 1.9 Federal Reserve Regulations

(a) None of Target, Target (USA) or any of the Restricted Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.

Section 1.10 Investment Company Act

None of Target, Target (USA) or any of the Restricted Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

Section 1.11 Tax Returns

Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (a) each of Target, Target (USA) and each of the Restricted Subsidiaries have filed or caused to be filed all Federal (and foreign national equivalent) and all state, provincial and local income and Revenue Commissioner (whichever applicable) tax and other tax returns or materials required to have been filed by it, and all such tax returns are correct and complete, (b) each of Target, Target (USA) and each of the Restricted Subsidiaries have paid or caused to be paid all Taxes due and payable by it and all assessments received by it, except Taxes that are being contested in good faith by appropriate proceedings and for which Target, Target (USA) or such Restricted Subsidiary, as applicable, shall have set aside on its books adequate reserves to the extent required by GAAP and (c) to

57

the knowledge of Target, Target (USA) and each of the Restricted Subsidiaries, no claim is being asserted or audit being conducted, with respect to any Tax relating to the Target (USA) or any of the Restricted Subsidiaries.

Section 1.12 No Material Misstatements

No information, report, financial statement, exhibit or schedule furnished by or on behalf of Target and its Subsidiaries to the Sponsors, Initial Holdings and Bidco, for use in connection with the Acquisition or in connection with the negotiation of any Scheme Document, when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein (taken as a whole), in the light of the circumstances under which they were delivered, not materially misleading; provided that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes pro forma financial information, forecasts, projections, or information of a general economic or general industry nature, each of Target and its Subsidiaries represent only that it acted in good faith based upon assumptions believed by it to be reasonable at the time of preparation, it being understood that such projections may vary from actual results and that such variances may be material.

Section 1.13 Employee Benefit Plans

(a)

Each of Target (USA) and Target and each of its ERISA Affiliates is in compliance in all respects with the applicable provisions of ERISA and the Tax Code and the regulations and published interpretations thereunder, except such noncompliance as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred in the last five years or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to result in liability of Target (USA) or any of its ERISA Affiliates in an aggregate amount exceeding $10,000,000. The accumulated benefit obligation (as defined for purposes of Statement of Financial Accounting Standards No. 87) under each Benefit Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the last annual valuation date applicable thereto, exceed by more than $2,000,000 the fair market value of the assets of such Benefit Plan, and the present value of all accumulated benefit obligations of all underfunded Benefit Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the last annual valuation dates applicable thereto, exceed by more than $2,000,000 the fair market value of the assets of all such underfunded Benefit Plans. For purposes of this Section, a Benefit Plan is underfunded if the accumulated benefit obligation of such Benefit Plan, as of the last annual valuation date applicable thereto (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87), is greater than the fair market value of the assets of such Benefit Plan.

(b)

There are no liabilities associated with or arising from the UK Guarantor or any other Non-US Subsidiary participating in, providing, or contributing to, either currently or in the past, or ceasing to provide or contribute to, or in respect of, any scheme or arrangement for the provision of any pension, superannuation, retirement (including on early retirement) or death benefits (including in the form of a lump sum) (the benefits together referred to as “Pension Benefits”) or providing, or being obligated to provide or failing to provide any Pension Benefits, which are neither fully funded, insured nor provided for on a generally accepted basis either through a separate trust,

58

insurance policy or as an accrual or provision in the accounts of the relevant Non-US Subsidiary.

Section 1.14 Environmental Matters

(a) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Target, Target (USA) or any of the Restricted Subsidiaries:

(i)	has failed to comply with any Environmental Law or to take, in a timely manner, all actions reasonably necessary to obtain, maintain, renew and comply with any Environmental Permit, and all such Environmental Permits are in full force and effect and not subject to any administrative or judicial appeal;
(ii)	has become a party to any governmental, administrative or judicial proceeding under Environmental Law or possesses knowledge of any such proceeding that has been threatened under Environmental Law;
(iii)	has received notice of, become subject to, or is aware of any facts or circumstances that could reasonably be expected to form the basis for, any Environmental Liability other than those which have been fully and finally resolved and for which no obligations remain outstanding;
(iv)	possesses knowledge that any Mortgaged Property contains or previously contained Hazardous Materials of a form or type or in a quantity or location that could reasonably be expected to result in any Environmental Liability for Target, Target (USA) or any of the Restricted Subsidiaries;
(v)	possesses knowledge that there has been a Release or threat of Release of Hazardous Materials at or from the Mortgaged Properties (or from any facilities or other properties formerly owned, leased or operated by Target, Target (USA) or any of the Restricted Subsidiaries) in violation of, or in amounts or in a manner that could reasonably be expected to give rise to liability under, any Environmental Law for Target, Target (USA) or any of the Restricted Subsidiaries;
(vi)	has generated, treated, stored, transported, or Released Hazardous Materials from the Mortgaged Properties (or from any facilities or other properties formerly owned, leased or operated by Target, Target (USA) or any of the Restricted Subsidiaries) in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law for Target, Target (USA) or any of the Restricted Subsidiaries;
(vii)	is aware of any facts, circumstances, conditions or occurrences in respect of any of the facilities and properties owned, leased or operated by Target, Target (USA) or any of the Restricted Subsidiaries that could reasonably be expected to (A) form the basis of any action, suit, claim or other judicial or administrative proceeding relating to liability under or noncompliance with Environmental Law on the part of Target, Target (USA) or any of the Restricted Subsidiaries or (B) materially interfere with or prevent continued compliance with Environmental Laws by Target, Target (USA) or the Restricted Subsidiaries; or

59

(viii) has pursuant to any agreement by which it is bound or has assumed the Environmental Liability of any other Person.

Section 1.15 Labor Matters

Except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, (a) there are no strikes, lockouts or slowdowns against the Target, Target (USA) or any Restricted Subsidiary pending or, to the knowledge of Target, Target (USA), threatened, (b) the hours worked by and payments made to employees of the Target, Target (USA) and the Restricted Subsidiaries have not been in violation, to the extent applicable, of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters, (c) all payments due from Target, Target (USA) or any Restricted Subsidiary, or for which any claim may be made against Target, Target (USA) or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of Target, Target (USA) or such Restricted Subsidiary consistent with applicable law in all material respects and (d) the consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Target, Target (USA) or any Restricted Subsidiary is bound.

Section 1.16 UK Pensions

Neither the UK Guarantor has ever participated in a UK defined benefit pension plan or been associated or connected with the employer in relation to a UK defined benefit pension plan.

Section 1.17 Intellectual Property

Each of Target, Target (USA) and each of the Restricted Subsidiaries owns, is licensed to use or possess the right to use, all trademarks, tradenames, copyrights, patents and other intellectual property reasonably necessary as currently conducted in its business, and the use thereof by Target, Target (USA) and the Restricted Subsidiaries does not infringe upon the rights of any other Person, except to the extent such failure to own, license or possess, or such conflicts, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 1.18 Permits

Except to the extent it would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) Each Target Party has obtained and holds all Permits required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such Person and for the operation of each of its businesses as presently conducted, (b) all such Permits are in full force and effect, and each Target Party has performed and observed all requirements of such Permits and (c) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit.

Section 1.19 Insurance

Target and its Restricted Subsidiaries are insured by financially sound and reputable insurers and such insurance is in such amounts and covering such risks and liabilities as are in accordance with normal and prudent industry practice.

60

Section 1.20 Anti-Terrorism

None of Target or any of its Restricted Subsidiaries are in violation of any laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001 (the “Executive Order”), and the Patriot Act.

Section 1.21 Definitions

For purposes of this Schedule 3, except for the specific definitions noted below, capitalized terms used but not otherwise defined in this Schedule 3 shall have the meaning ascribed to them in the Existing Credit Agreement. For the purposes of this Schedule 3, the following terms shall be defined as follows:

“Acquisition” shall mean “Acquisition” as defined in the Credit Agreements.

“Acquisition Documentation” shall mean, collectively, the Scheme Documents and all schedules, exhibits, annexes and amendments thereto, and all side letters and agreements affecting the terms thereof or entered into in connection therewith; provided that, for clarity, the term Acquisition Documentation shall not include and shall exclude any and all agreements, documents, instruments and other items entered into in connection with any financing of the purchase price being paid by or on behalf of the Buyer in connection with the Acquisition.

“Buyer” shall mean SSI Investments III Limited, an Irish private limited company.

“Credit Agreements” shall mean “Credit Agreements” as defined in this Agreement.

“Existing Credit Agreement” shall mean that certain Credit Agreement, dated as of May 14, 2007, by and among SkillSoft PLC as Holdings, SkillSoft Corporation as Borrower, the Lenders party thereto and Credit Suisse as Administrative Agent and Collateral Agent, as the same shall have been amended, restated, supplemented or otherwise modified from time to time but as in effect on the date of this Agreement.

“Non-US Subsidiary” shall mean any Subsidiary that is not a US Subsidiary.

“Restricted Subsidiary” means a Subsidiary of Target.

“Scheme Document” shall mean “Scheme Document” as defined in the Credit Agreements.

“Target” shall mean SkillSoft PLC, an Irish public limited company.

“Target (USA)” shall mean SkillSoft Corporation, a Delaware corporation.

“Target Party” shall mean Target and Target (USA).

“US Subsidiary” shall mean each Subsidiary incorporated, formed or organized under the laws of the United States of America, any State thereof or the District of Columbia.

61

SIGNED
on behalf of SSI INVESTMENTS III LIMITED
by its authorised signatory
in the presence of:	/s/ Michael C. Ascione
	Authorised Signatory (Signature)
	Michael C. Ascione
/s/ Paul Egan	Print name
Witness (Signature)
Paul Egan
Print name
South Bank House, Barlow Street, Dublin 4
Print address
SIGNED
on behalf of SKILLSOFT PLC
by its authorised signatory
in the presence of:	/s/ Charles E. Moran
	Authorised Signatory (Signature)
	Charles E. Moran
/s/ Thomas J. McDonald	Print name
Witness (Signature)
Thomas J. McDonald
Print name
200 Beach Road, Unit #20, Tequesta, FL 33469
Print address

62

EX-10.2

Exhibit 10.2

SSI INVESTMENTS III LIMITED

SKILLSOFT PLC

EXPENSES REIMBURSEMENT AGREEMENT

William Fry
Solicitors
Fitzwilton House
Wilton Place
Dublin 2
www.williamfry.ie

© William Fry 2010

020533.0001.DMF/MAT

THIS AGREEMENT is made on 11 February 2010

BETWEEN:

SSI INVESTMENTS III LIMITED

a company incorporated in Ireland with registered number 480477 and having its registered office at Block 3, The Harcourt Centre, Harcourt Road, Dublin 2, Ireland

(hereinafter referred to as “SSI”)

— and —

SKILLSOFT public limited company

a public limited company incorporated in Ireland with registered number 148294 and having its registered office at Belfield Office Park, Clonskeagh, Dublin 4, Ireland

(hereinafter referred to as “Skillsoft”)

RECITALS:

A. SSI intends to acquire Skillsoft on the terms set out in the Rule 2.5 Announcement and Skillsoft intends to agree to reimburse costs and expenses incurred and to be incurred by SSI for the purposes of, in preparation for or in connection with the Acquisition in certain circumstances if the Acquisition does not proceed.

B. This Agreement sets out the agreement between the parties as to the reimbursement in certain circumstances by Skillsoft of costs and expenses incurred and to be incurred by SSI for the purposes of, in preparation for or in connection with the Acquisition.

C. Capitalised terms and some other words and expressions used in this Agreement are defined in Clause 4.

NOW IT IS HEREBY AGREED as follows:

1.	Commencement of Clause 2
	Clause 2 of this Agreement shall not have effect unless the Rule 2.5 Announcement is issued on or before 09:30 am (United States Eastern Time) on the day next following the date hereof.

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2.

Reimbursement

2.1

Subject to, and in consideration of, SSI announcing a firm intention to make the Acquisition in the Rule 2.5 Announcement, Skillsoft agrees to pay to SSI, if any one or more of the Events described in Clause 2.2 occur, an amount equal to all specific, quantifiable third party (including vouched out of pocket expenses incurred by third party advisers only) costs and expenses incurred by SSI for the purposes of, in preparation for or in connection with the Acquisition, including, without limitation:

2.1.1	exploratory work carried out in contemplation of and in connection with the Acquisition;
2.1.2	legal, financial and commercial due diligence;
2.1.3	arranging financing (with associated hedging and related expenses); and
2.1.4	engaging advisers to assist in the process;

provided that the gross amount payable to SSI pursuant to this Agreement shall not, in any event, exceed such sum as is equal to 1% of the total value of the entire issued share capital (excluding, for the avoidance of doubt, any interest in such share capital of Skillsoft (including in the form of American Depositary Shares) held by Stockbridge Fund, L.P.) as ascribed by the terms of the Acquisition as set out in the Rule 2.5 Announcement. The amount payable by Skillsoft to SSI under this Clause 2.1 shall not include any Value Added Tax attributable to such third party costs to the extent that it is recoverable by SSI.

2.2

The Events for the purposes of Clause 2.1 are any one or more of the following:

2.2.1	the Board (or any one or more of the members thereof) withdraws, adversely modifies or qualifies its recommendation to Skillsoft Shareholders to vote in favour of the Scheme (to include any public announcement by Skillsoft of a recommendation or intention to recommend a Competing Offer); or
2.2.2	Skillsoft wilfully takes or omits to take any action, such as failing to post a Scheme Circular, preventing Skillsoft Shareholders from voting at any meetings to approve the Scheme or any related resolutions, withdrawal of the Scheme, adjourning any Court hearing or shareholders’ meeting, failing to issue the petition to approve the Scheme, unilaterally altering the terms and conditions of the Scheme, or failing to deliver the Court Order and minute of reduction of capital to the Registrar of Companies (in any such case without the consent of SSI); or
2.2.3	prior to the Scheme being withdrawn by Skillsoft or lapsing in accordance with its terms, a Competing Offer is announced (under Rule 2.4 or 2.5) and subsequently made and that Competing Offer or a Competing Offer in which that Competing Party is interested or participates subsequently becomes effective or unconditional within the 18 months of such lapse or withdrawal.

2.3 Any request by SSI for a Reimbursement Payment shall be:

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2.3.1 notified in writing to Skillsoft no later than 30 days following:

(a)	in the case of Clauses 2.2.1 and 2.2.2, to include in the case of withdrawal of the Scheme by Skillsoft, SSI becoming aware of the Event or;
(b)	in the case of Clause 2.2.3, SSI becoming aware that such Competing Offer has become effective; and

2.3.2	accompanied and / or followed by written invoices or written documentation supporting the request for a Reimbursement Payment; and
2.3.3	subject to satisfactory compliance with Clause 2.3.2, satisfied in full by payment in full by Skillsoft to SSI in cleared, immediately available funds within 14 calendar days following such receipt of such invoices or documentation.

2.4	Notices under this Agreement shall be served as provided in the Transaction Agreement.
2.5	For the avoidance of doubt:

2.5.1	the refusal by Skillsoft to agree an extension to the date set out in Condition 1 to the Rule 2.5 Announcement (namely 16 July 2010) shall not constitute a withdrawal, or an adverse modification, of the Board’s recommendation of the Acquisition; and
2.5.2	where used in this Agreement in the context of the Scheme:

(a)	the term “lapse” shall mean any of the Conditions becoming incapable of satisfaction and “lapsing” shall be construed accordingly;
(b)	the term “withdraw” shall include (i) an application to Court to adjourn Court proceedings on the Scheme either generally without a return date or to a date after 16 July 2010 and (ii) an adjournment of any shareholders’ meeting either generally without an adjourned date or to a date after 16 July 2010 and “withdrawal” shall be construed accordingly.

3.	General
3.1	The invalidity, illegality or unenforceability of a provision of this Agreement does not affect or impair the continuance in force of the remainder of this Agreement.
3.2	This Agreement shall be construed in accordance with and governed by the laws of Ireland. The parties submit to the exclusive jurisdiction of the Irish Courts in relation to any disputes arising out of this Agreement.
3.3	This Agreement may be executed by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. Each

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	counterpart shall constitute an original of this Agreement, but the counterparts shall together constitute one and the same instrument.
3.4	Each party hereto represents and warrants to the other that, assuming due authorisation, execution and delivery by the other party hereto, this Agreement constitutes the valid and binding obligations of that party.
3.5	Each party hereto confirms and agrees that no provision of the Transaction Agreement shall supersede, vary or otherwise amend the provisions of this Agreement.
4.	Definitions
4.1	In this Agreement (including in the Recitals), the following expressions shall have the following meaning:
	“Acquisition”, the proposed acquisition by SSI of Skillsoft by means of the Scheme, as described in, and on the terms and conditions of, the Rule 2.5 Announcement;
	“Act”, the Irish Takeover Panel Act 1997 (as amended);
	“Acting in Concert”, shall have the meaning given to that term in the Act;
	“Associate”, shall have the meaning given to that term in the Rules;
	“Board”, the board of directors of Skillsoft (or, where a director is considered not to be independent for the purposes of Rule 3 or if restricted from voting on the Scheme or a Competing Offer at a meeting of the Board pursuant to the Articles of Association of Skillsoft, a duly constituted and authorised committee thereof consisting of all other directors);
	“Business Day”, any day, other than a Saturday, Sunday or public holiday in Ireland or the State of New York;
	“SSI’s Group” means SSI and any bodies corporate which are Holding Companies of SSI or Subsidiaries or subsidiary undertakings, in each of SSI or of any Holding Company of SSI;
	“Competing Offer”, means any one or more offers by or on behalf of a party (a “Competing Party”) other than SSI (or an Associate of SSI or a person Acting in Concert with SSI) which is publicly disclosed and which, if completed, would result in the Competing Party (whether alone or with its Associates and concert parties) holding or controlling more than 50% of:

(i)	the voting and other equity securities of Skillsoft (whether in Skillsoft Shares, Skillsoft ADRs or Skillsoft ADSs); or
(ii)	all or substantially all the assets of Skillsoft;

“Competing Party” means a person other than SSI (or an Associate of SSI or a person Acting in Concert with SSI) who alone or with or through others announces a Competing Offer prior to the withdrawal or lapse of the Scheme;

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	“Conditions”, the conditions to the Scheme and the Acquisition set out in Appendix I to the Rule 2.5 Announcement, and “Condition” means any one of the Conditions;
	“Holding Company”, shall have the meaning given to it in the Transaction Agreement;
	“Offer Period”, shall have the meaning given to it in the Rules;
	“Panel”, the Irish Takeover Panel;
	“Reimbursement Payment(s)”, the payment(s) provided for in Clause 2.1;
	“Rule 2.5 Announcement”, the announcement of the Acquisition to be made in the Agreed Form pursuant to Rule 2.5 of the Rules;
	“Rules”, the Irish Takeover Panel Act, 1997, Takeover Rules, 2007, as amended;
	“Scheme”, the proposed scheme of arrangement under Section 201 of the Companies Act 1963 and the capital reduction under Sections 72 and 74 of the Companies Act 1963 to effect the Acquisition, including any revision thereof;
	“Skillsoft”, Skillsoft plc;
	“Skillsoft ADRs”, American Depositary Receipts evidencing Skillsoft ADSs;
	“Skillsoft ADSs”, American Depositary Shares each representing one Skillsoft Share and evidenced by Skillsoft ADRs;
	“Skillsoft Shareholders”, the holders of Skillsoft Shares;
	“Skillsoft Shares”, the ordinary shares of €0.11 each in the capital of Skillsoft;
	“Subsidiary”, shall have the meaning given to it in the Transaction Agreement;
	“subsidiary undertaking”, shall have the meaning given to it in the Transaction Agreement; and
	“Transaction Agreement”, the transaction agreement dated as of the date hereof between SSI and Skillsoft.
4.2	In this Agreement, the expression “offer” shall include:

4.2.1 an offer, scheme of arrangement, contract, merger, redemption, share swap, re-capitalisation or other transaction of any nature whatsoever made by or on behalf of a party (other than SSI or any party Acting in Concert with SSI) which, if completed, would result in such third party or its Associates holding more than 50% of:

(a)	the voting and other equity securities of Skillsoft; or
(b)	all or substantially all the assets of Skillsoft; and

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4.2.2 a merger or other transaction pursuant to SI 137/1987, SI 157/2008, Council Regulation (EC) No 2157/2001 or SI 21/2007.

4.3 In this Agreement:

4.3.1	reference to the word “person” is deemed to include references to natural persons, firms, partnerships, companies, corporations, associations, bodies corporate, trusts and investment funds (in each case whether or not having a separate legal personality);
4.3.2	reference to the word “writing” is deemed to include reference to electronic communications such as fax and email.

4.4 In this Agreement, references to time are to Irish times unless otherwise specified.

IN WITNESS whereof the parties have executed these presents the day and year above written.

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SIGNED on behalf of SSI INVESTMENTS III LIMITED by its authorised signatory in the presence of:
	/s/ Michael C. Ascione
	Authorised Signatory (Signature)
	Michael C. Ascione
/s/ Paul Egan	Print name
Witness (Signature)
Paul Egan
Print name
South Bank House, Barlow Street, Dublin 4
Print address
SIGNED on behalf of SKILLSOFT plc by its authorised signatory in the presence of:
	/s/ Charles E. Moran
	Authorised Signatory (Signature)
	Charles E. Moran
/s/ Thomas J. McDonald	Print name
Witness (Signature)
Thomas J. McDonald
Print name
200 Beach Road, Unit #20, Tequesta, FL 33469
Print address

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EX-99.1

Exhibit 99.1

Not for release, publication or distribution, in whole or in part, in, into or from a Restricted Jurisdiction.

FOR IMMEDIATE RELEASE

12 February 2010

RECOMMENDED ACQUISITION FOR CASH OF SKILLSOFT PLC
BY SSI INVESTMENTS III LIMITED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER SECTION 201 OF THE COMPANIES ACT 1963 OF IRELAND

Summary

The Board of SkillSoft and the Board of SSI, a company formed by funds sponsored by each of Berkshire Partners LLC (“Berkshire”), Advent International Corporation (“Advent”) and Bain Capital Partners LLC (“Bain Capital Partners”) (together, the “Investor Group”), are pleased to announce that they have reached agreement on the terms of a recommended acquisition for cash of the entire issued and to be issued share capital of SkillSoft by SSI by means of a scheme of arrangement under Section 201 of the Companies Act 1963 of Ireland.

Consideration

Under the terms of the Scheme, SkillSoft Shareholders will be entitled to receive:

US$10.80 per SkillSoft Share in cash

The Consideration values the entire issued and to be issued share capital of SkillSoft at approximately US$1.1 billion. Under the terms of the Acquisition, SkillSoft ADS Holders will receive US$10.80 in cash for each SkillSoft ADS they own.

The Consideration represents:

• a premium of approximately 26 per cent. over US$8.56, being the average daily Closing Price of a SkillSoft ADS over the last 12 months up to and including 11 February 2010, being the last Business Day prior to this announcement;

• a premium of approximately 11 per cent. over US$9.76, being the Closing Price of a SkillSoft ADS on 11 February 2010; and

• a higher price than any Closing Price of a SkillSoft ADS over the last 12 months up to and including 11 February 2010.

The Acquisition offers an attractive liquidity event for SkillSoft Securityholders.

Recommendation of the Board of SkillSoft

The Board of SkillSoft, which has been so advised by Credit Suisse, considers the terms of the Acquisition to be fair and reasonable. In providing its advice, Credit Suisse has taken into account the commercial assessments of the Board of SkillSoft. Accordingly, the Board of SkillSoft intends unanimously to recommend to SkillSoft Securityholders to vote in favour of the Acquisition and the Scheme, as the directors of SkillSoft who are SkillSoft Securityholders have irrevocably undertaken (subject to certain exceptions) to do in respect of their own beneficial holdings, amounting to, in

aggregate 5,877 SkillSoft Shares, which represents approximately 0.006 per cent. of the issued share capital of SkillSoft.

SSI is a company formed by funds sponsored by each of Berkshire, Advent and Bain Capital Partners. Stockbridge Fund L.P. (“Stockbridge”), an affiliate of Berkshire, owns or controls 170,625 SkillSoft Shares in total, representing approximately 0.180 per cent. of the entire issued share capital of SkillSoft. Stockbridge has irrevocably undertaken to SSI and SkillSoft (subject to certain exceptions), in respect of the SkillSoft Shares which it owns or controls, not to vote such SkillSoft Shares at the Court Meeting but to vote such SkillSoft Shares in favour of the resolutions to be considered at the Extraordinary General Meeting. Stockbridge Partners LLC, an affiliate of Berkshire, that manages investments for its clients has limited discretionary voting power in respect of 110,319 SkillSoft Shares representing approximately 0.117 per cent. of the entire issued share capital of SkillSoft. Stockbridge Partners LLC has similarly undertaken (subject to certain exceptions) so to vote, subject to the prior rights of those clients to exercise voting power themselves.

The Acquisition, by means of the Scheme, is subject to the conditions and further terms set out in Appendix I.

The Board of SkillSoft is being advised by Credit Suisse.

Morgan Stanley is acting as lead financial adviser to SSI and the Investor Group.

Barclays Capital is acting as financial adviser to SSI and the Investor Group.

Wilmer Cutler Pickering Hale and Dorr LLP and William Fry are acting as legal advisers to the Board of SkillSoft.

Ropes & Gray LLP and Mason Hayes+Curran are acting as legal advisers to SSI and the Investor Group.

Commenting on the Acquisition on behalf of the Board, Mr. Chuck Moran, CEO and President of SkillSoft said:

“SkillSoft is pleased to announce this transaction, which is being unanimously recommended by the Board of Directors. We believe the transaction is good for our shareholders as the offer represents an attractive premium relative to our trading history and, as an all cash offer, provides liquidity for shareholders. We view the transaction as an endorsement of SkillSoft’s leadership and success, which has been achieved through the commitment of a dedicated team over many years.”

Commenting on the Acquisition on behalf of the Investor Group, Michael Ascione, a Managing Director of Berkshire and a director of SSI, said:

“We are delighted to have reached agreement with the Board of SkillSoft on this recommended transaction. We believe the acquisition represents a compelling opportunity for SkillSoft and its shareholders that maximizes value and certainty, reduces execution risk and provides immediate liquidity. Berkshire, Advent and Bain Capital Partners look forward to supporting Chuck Moran and the SkillSoft team in creating long term value for SkillSoft’s customers and pursuing the opportunities for growth that we see in existing business lines and new products and customer solutions.”

This summary should be read in conjunction with the full text of the following announcement. Appendix IV to the following announcement contains definitions of certain terms used in this summary and the following announcement.

Enquiries:

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SkillSoft
Tom McDonald, Chief Financial Officer	+1(603)324-3000
Geoff Grande, FD Investor Relations	+1(617)747-1721
Jonathan Neilan, FD Media Relations, Ireland	+353(0)16633686
Financial Adviser to SkillSoft
Credit Suisse
North America
Adam Nordin	+1(312)750-3000
Storm Duncan	+1(415)249-2100
UK & Ireland
Zachary Brech	+442078888888
SSI
Michael Ascione, Berkshire	+1(617)227-0050
Financial Adviser to SSI and the Investor Group
Morgan Stanley
North America
Michael George	+1(212)761-4000
Christopher Bartlett	+1(212)761-4000
UK & Ireland
Ian Hart	+442074258000
Laurence Hopkins	+442074258000

The directors of SkillSoft accept responsibility for the information contained in this announcement, other than that relating to SSI, Berkshire, Advent, Bain Capital Partners, the Investor Group, Stockbridge, Stockbridge Partners LLC, their respective associates and the directors of SSI and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of SkillSoft (who have taken all reasonable care to ensure such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The directors of SSI accept responsibility for the information contained in this announcement relating to SSI, the Investor Group, Berkshire, Advent, Bain Capital Partners, Stockbridge, Stockbridge Partners LLC, their respective associates and the directors of SSI and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of SSI (who have taken all reasonable care to ensure such is the case), the information contained in this announcement for which they accept responsibility) is in accordance with the facts and does not omit anything likely to affect the import of such information.

Credit Suisse, which is regulated under the laws of the United States of America, is acting exclusively for SkillSoft and no one else in connection with the Acquisition and will not be responsible to anyone other than SkillSoft for providing the protections afforded to clients of Credit Suisse or for providing advice in relation to the Acquisition, the contents of this announcement or any transaction or arrangement referred to herein.

Morgan Stanley, which is regulated under the laws of the United States of America, is acting as lead financial adviser to SSI and the Investor Group and no one else in connection with the Acquisition and will not be responsible to anyone other than SSI and the Investor Group for providing the

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protections afforded to clients of Morgan Stanley or for providing advice in relation to the Acquisition, the contents of this announcement or any transaction or arrangement referred to herein.

Barclays Capital, which is regulated under the laws of the United States of America, is acting as financial adviser to SSI and the Investor Group and no one else in connection with the Acquisition and will not be responsible to anyone other than SSI and the Investor Group for providing the protections afforded to clients of Barclays Capital or for providing advice in relation to the Acquisition, the contents of this announcement or any transaction or arrangement referred to herein.

The full text of the conditions and reference to certain further terms of the Acquisition and the Scheme are set out in Appendix I.

This announcement does not constitute an offer to purchase, sell, subscribe for or exchange or the solicitation of an offer to purchase, sell, subscribe for or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

SkillSoft plans to file with the U.S. Securities and Exchange Commission, or SEC, and mail to its security holders a Proxy Statement (comprising the Scheme Document) in connection with the Acquisition and the Scheme. Investors and security holders are urged to read the Proxy Statement (comprising the Scheme Document) carefully when it becomes available because it will contain important information about SkillSoft, the Acquisition and the Scheme and related matters. Investors and security holders will be able to obtain free copies of the Proxy Statement (comprising the Scheme Document) and other documents filed with the SEC by SkillSoft through the web site maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the Proxy Statement (comprising the Scheme Document) from SkillSoft by contacting SkillSoft PLC, Attention: Investor Relations, 107 Northeastern Boulevard, Nashua, New Hampshire 03062, USA; (tel) +1(603)324-3000.

SkillSoft and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by this scheme of arrangement. Information regarding SkillSoft’s directors and executive officers is contained in SkillSoft’s Annual Report on Form 10-K for the year ended 31 January 2009 supplemented by Form 10-K/A dated 28 May 2009 and its Proxy Statement on Schedule 14A, dated 26 August 2009, which are filed with the SEC. These documents are available free of charge at the SEC’s web site at www.sec.gov.

SAFE HARBOUR FORWARD-LOOKING STATEMENTS

This announcement includes information that constitutes forward-looking statements made pursuant to the safe harbour provision of the Private Securities Litigation Reform Act of 1995. Statements in this announcement regarding the proposed transaction between SSI and SkillSoft, the expected timetable for completing the transaction and any other statements about SSI’s and SkillSoft’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements. Any such forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements. Factors that could cause or contribute to such differences include competitive pressures, changes in customer demands or industry standards, adverse economic conditions, loss of key personnel, litigation and other risk factors disclosed under the heading “Risk Factors” in SkillSoft’s Quarterly Report on Form 10-Q for the quarterly period ended 31 October 2009, as filed with the Securities and Exchange Commission. The forward-looking statements provided by SSI and SkillSoft in this announcement represent the views of SSI and SkillSoft as of the date of this announcement. SSI and SkillSoft anticipate that subsequent events and developments may cause their views to change. However, while SSI and SkillSoft may elect to update these forward-looking statements at some point in the future, SSI and SkillSoft specifically disclaim any obligation to do so. These forward-looking statements should not

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be relied upon as representing SSI’s or SkillSoft’s views as of any date subsequent to the date of this announcement.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, ‘interested’ (directly or indirectly) in, one per cent., or more of any class of ‘relevant securities’ of SkillSoft, all ‘dealings’ in any ‘relevant securities’ of SkillSoft (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by not later than 3.30 pm (Dublin time) on the business day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective or on which the ‘offer period’ otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of SkillSoft, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all ‘dealings’ in ‘relevant securities’ of SkillSoft by SSI or SkillSoft, or by any of their respective ‘associates’ must also be disclosed by no later than 12 noon (Dublin time) on the business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed can be found on the Panel’s website at www.irishtakeoverpanel.ie.

‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Takeover Rules, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Panel’s website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353(0)1678 9020; fax number +353(0)1678 9289.

In accordance with Rule 2.10 of the Takeover Rules SkillSoft confirms that it has 94,656,179 SkillSoft Shares in issue. There are 94,651,916 SkillSoft ADSs in issue, which represent SkillSoft Shares deposited with The Bank of New York Mellon under an amended and restated deposit agreement dated 4 September 2002 which are traded in the United States on the NASDAQ Global Select Market under the symbol “SKIL” (ISIN Code: US8309281074). Each SkillSoft ADS represents one SkillSoft Share. In addition, SkillSoft confirms there are (i) 11,987,958 SkillSoft Options that have been granted by SkillSoft that are presently outstanding issued under the SkillSoft Share Option Plans and (ii) up to 210,000 SkillSoft Shares that are available for issuance pursuant to outstanding purchase rights under the SkillSoft Employee Purchase Plan.

General

This summary should be read in conjunction with the full text of this announcement. Appendix I to this announcement contains the conditions of the Acquisition and the Scheme; Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement; Appendix III contains certain financial information relating to SkillSoft; and Appendix IV to this announcement contains definitions of certain expressions used in this summary and in this announcement.

The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving

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such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the parties involved in the proposed Acquisition disclaim any responsibility or liability for the violations of any such restrictions by any person.

Any response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition and the Scheme are made. SkillSoft Securityholders are advised to read carefully the formal documentation in relation to the proposed transaction once the Scheme Document has been despatched.

This announcement is made pursuant to Rule 2.5 of the Takeover Rules.

Pursuant to Rule 2.6(c) of the Takeover Rules, this announcement will be available to SkillSoft employees on SkillSoft’s website (www.SkillSoft.com). SSI has no employees.

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Not for release, publication or distribution, in whole or in part, in, into or from a Restricted Jurisdiction.

12 February 2010 FOR IMMEDIATE RELEASE

RECOMMENDED ACQUISITION FOR CASH OF SKILLSOFT PLC
BY SSI INVESTMENTS III LIMITED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER SECTION 201 OF THE COMPANIES ACT 1963 OF IRELAND

1. Introduction

The Board of SkillSoft and the Board of SSI are pleased to announce that they have reached agreement on the terms of a recommended acquisition for cash of the entire issued and to be issued share capital of SkillSoft by SSI by means of a scheme of arrangement under Section 201 of the Companies Act 1963 of Ireland.

The Board of SkillSoft, which has been so advised by Credit Suisse, considers the terms of the Acquisition to be fair and reasonable. In providing its advice, Credit Suisse has taken into account the commercial assessments of the Board of SkillSoft. Accordingly, the Board of SkillSoft intends unanimously to recommend to SkillSoft Securityholders to vote in favour of the Acquisition and Scheme, as the directors of SkillSoft who are SkillSoft Securityholders have irrevocably undertaken (subject to certain exceptions) to do in respect of their own beneficial holdings, amounting to, in aggregate 5,877 SkillSoft Shares, which represents approximately 0.006 per cent. of the issued share capital of SkillSoft.

SSI is a company formed by funds sponsored by each of Berkshire, Advent and Bain Capital Partners. Stockbridge, an affiliate of Berkshire, owns or controls 170,625 SkillSoft Shares in total, representing approximately 0.180 per cent. of the entire issued share capital of SkillSoft. Stockbridge has irrevocably undertaken (subject to certain exceptions) to SSI and SkillSoft, in respect of the SkillSoft Shares which it owns or controls, not to vote such SkillSoft Shares at the Court Meeting but to vote such SkillSoft Shares in favour of the resolutions to be considered at the Extraordinary General Meeting. Stockbridge Partners LLC, an affiliate of Berkshire, that manages investments for its clients has limited discretionary voting power in respect of 110,319 SkillSoft Shares, representing approximately 0.117 per cent. of the entire issued share capital of SkillSoft. Stockbridge Partners LLC has similarly undertaken (subject to certain exceptions) so to vote, subject to the prior rights of those clients to exercise voting power themselves.

The Acquisition and the Scheme will be subject to the conditions and further terms set out in Appendix I, which will also be set out in the Scheme Document.

2. The Consideration

The Consideration represents:

US$10.80 per SkillSoft Share in cash

The Consideration values the entire issued and to be issued share capital of SkillSoft at approximately US$1.1 billion. Under the terms of the Acquisition, SkillSoft ADS Holders will receive US$10.80 in cash for each SkillSoft ADS they own.

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The Consideration represents:

• a premium of approximately 26 per cent. over US$8.56, being the average daily Closing Price of a SkillSoft ADS over the last 12 months up to and including 11 February 2010, being the last Business Day prior to this announcement;

• a premium of approximately 11 per cent. over US$9.76, being the Closing Price of a SkillSoft ADS on 11 February 2010; and

• a higher price than any Closing Price of a SkillSoft ADS over the last 12 months up to and including 11 February 2010.

The Acquisition offers an attractive liquidity event for SkillSoft Securityholders.

3. Background to and Reasons for Recommending the Acquisition

The SkillSoft Board has on an ongoing basis discussed the long-term strategy of SkillSoft and strategic opportunities that might be available to enhance shareholder value, including additional investments in new growth opportunities, potential acquisitions, recapitalisation options, as well as the sale of SkillSoft.

Beginning in November 2009, SkillSoft management, often with the participation of Mr. William Boyce, SkillSoft’s Lead Director, held a series of meetings and discussions with representatives of Berkshire. Following the execution of a confidentiality agreement on 2 November 2009, the meetings began with an initial introductory meeting on 4 November 2009, and continued to allow Berkshire to conduct due diligence on SkillSoft for the purpose of evaluating a potential investment in, or acquisition of, SkillSoft. Mr. Boyce and Mr. Chuck Moran regularly updated the other members of the Board of SkillSoft on the discussions with Berkshire, including at meetings of the Board of SkillSoft held in November 2009, December 2009 and the first part of January 2010.

Beginning in January 2010, at Berkshire’s request, SkillSoft management, together with Mr Boyce, also met with representatives of Advent and Bain Capital Partners, which were considering partnering with Berkshire in making an acquisition proposal for SkillSoft. SkillSoft management also met, at Berkshire’s request, with potential providers of debt financing to Berkshire and the Investor Group. During this time period, numerous discussions also took place between representatives of Credit Suisse, SkillSoft’s financial adviser, and representatives of Morgan Stanley, Berkshire’s lead financial adviser.

On 27 January 2010, the Investor Group delivered a letter to SkillSoft stating that, subject to confirmatory due diligence and other conditions, the Investor Group was willing to acquire SkillSoft for US$10.50 per SkillSoft Share in cash. This letter also set out the primary terms and conditions of such an acquisition, including a covenant of SkillSoft not to solicit any competing acquisition proposals.

SkillSoft and the Investor Group, assisted by their respective financial advisers, negotiated and finalised the terms of this acquisition proposal over the next week. At a SkillSoft Board meeting held on 4 February 2010, the Board of SkillSoft gave preliminary approval to an acquisition proposal on terms that included a price of US$10.80 per SkillSoft Share in cash and SkillSoft’s right to affirmatively solicit competing acquisition proposals for a period of time following announcement of an agreement with the Investor Group, and directed its legal and financial advisers to work as expeditiously as possible to prepare and negotiate the definitive acquisition documents.

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During the next week, SkillSoft and the Investor Group and their legal and financial advisers negotiated and finalized the terms of the definitive acquisition documents. On 11 February 2010, both the Independent Committee and the Board of SkillSoft unanimously voted to approve the Acquisition and the Transaction Agreement, the Expenses Reimbursement Agreement, this announcement and related documents.

In reaching its determination to approve the Acquisition, the Board of SkillSoft consulted with SkillSoft management and its financial and legal advisors, drew on its knowledge of SkillSoft’s business, assets, financial condition, operating results, prospects and historical share trading prices, and considered the following factors in particular:

• Characteristics of the trading market for SkillSoft ADSs, including:

• historical and current trading prices of SkillSoft ADSs, including the fact that the Closing Price of a SkillSoft ADS on 11 February 2010 was close to its one-year and five-year highs;

• the significant ownership concentration among SkillSoft’s top institutional shareholders; and

• the limited liquidity of the trading market for SkillSoft ADSs, which has led to frustration among some significant SkillSoft shareholders and (in SkillSoft management’s opinion) has dissuaded other institutional investors from purchasing SkillSoft ADSs.

• The e-learning market in which SkillSoft competes, including:

• the characteristics and projected growth of the market, including a reduction in forecasted growth rates due to global economic conditions, thus impacting revenue growth of all market participants;

• trends related to the recessionary environment, such as a more discretionary view on training, budget pressure and pricing sensitivity; and

• a customary competitive analysis, including SkillSoft’s strengths, weaknesses, opportunities and competitive threats.

• SkillSoft’s preliminary operating plan for fiscal 2011 anticipates that fiscal 2011 will be a more challenging year than is reflected in the fiscal 2011 mean estimates of securities analysts published with Institutional Brokers’ Estimate System (I/B/E/S) in part because SkillSoft’s bookings (which SkillSoft does not publicly disclose) during fiscal 2010 were down from fiscal 2009, and SkillSoft recognizes revenue ratably in the periods following client bookings. As a result, the SkillSoft Board had concern about the potential near term trading price of SkillSoft ADSs.

• The SkillSoft Board’s review of strategies available to SkillSoft, and its conclusion following that review that:

• each of the strategies, in the board’s judgment, involved risk and uncertain likelihood of success, and involved execution challenges as well as the potential to disrupt SkillSoft’s existing business plan and prospects;

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• continuing to operate the business with a view to maximizing profitability, while a viable alternative, was unlikely to result in meaningful change to SkillSoft’s existing growth profile;

• each of the growth strategies considered could potentially have a negative impact on the trading price of SkillSoft ADSs in the short term due to the natural delay that occurs between when incremental investments are made and subsequent growth is achieved; and

• those growth strategies that offered the greatest potential for a long-term positive impact on the trading price of SkillSoft ADSs involved increased levels of execution risk, long term horizons, and lacked reasonable certainty in their ability to yield meaningful increases in the value of SkillSoft ADSs relative to the underlying risk.

• The efforts undertaken by SkillSoft directly or by various investment banks and intermediaries over the past several years to determine whether any party was interested in making an acquisition proposal for SkillSoft, which did not yield any definitive acquisition proposal other than the one from the Investor Group.

• The value of the purchase price to be received by SkillSoft Securityholders in the Acquisition, including:

• the fact that the consideration of US$10.80 per SkillSoft Share in cash represents approximately an 11 per cent. premium to the Closing Price of a SkillSoft ADS on 11 February 2009 (the last Business Day prior to this announcement), approximately a 26 per cent. premium to the average closing price of a SkillSoft ADS over the one-year period ending on 11 February 2010 and approximately a 49 per cent. premium to the average Closing Price of a SkillSoft ADS over the five-year period ending on 11 February 2010; and

• the fact that SkillSoft Securityholders will receive the Consideration in cash, which provides certainty of value to SkillSoft’s Securityholders as compared to a transaction in which they would receive stock or other non-cash consideration.

• The financial analyses presented and views expressed by Credit Suisse.

• The terms and conditions of the Acquisition, including:

• the conditions to the closing of the Acquisition and the likelihood of their being satisfied, including the absence of any financing condition to SSI’s obligation to consummate the Acquisition;

• the right of SkillSoft to affirmatively solicit acquisition proposals from other parties during the 22-day period following the date of this announcement, and the right of SkillSoft following the expiration of that period to furnish information to and conduct negotiations with third parties that make an unsolicited acquisition proposal, subject in either case to SkillSoft’s obligation to make an expenses-reimbursement payment of up to 1 per cent. of the total value of the entire issued share capital (excluding any interest in such share capital of SkillSoft (including in the form of American Depositary Shares) held by Stockbridge) as ascribed by the terms of the Acquisition, under certain circumstances; and

• the Board of SkillSoft’s belief that the expenses-reimbursement payment to be made to SSI in the circumstances set forth in the Expenses Reimbursement Agreement

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would not be likely to preclude another party from making a superior acquisition proposal.

In the course of its deliberations, the Board of SkillSoft also considered a variety of risks and other countervailing factors with respect to the Acquisition, including:

• the fact that SkillSoft will no longer exist as an independent, publicly-traded company and that SkillSoft Securityholders will no longer benefit from the future financial performance or any appreciation in the value of SkillSoft;

• the risk that the Acquisition might not be completed due to failure to satisfy the Conditions, some of which are outside of SkillSoft’s control;

• if the Acquisition is not completed, the potential adverse effect of the public announcement of the Acquisition on SkillSoft’s business, including its customer and partner relationships, SkillSoft’s ability to attract and retain key personnel and SkillSoft’s overall competitive position; and

• the fact that gains from an all-cash transaction will be taxable to SkillSoft Securityholders for U.S. federal income tax purposes and Irish capital gains tax purposes.

The foregoing discussion of the factors considered by the SkillSoft Board is not intended to be exhaustive, but does set forth all of the material factors considered by the SkillSoft Board. The SkillSoft Board collectively reached the unanimous conclusion to approve the Acquisition in light of the various factors described above and other factors that each member of the SkillSoft Board deemed relevant. In view of the wide variety of factors considered by the members of the SkillSoft Board in connection with their evaluation of the Acquisition and the complexity of these matters, the SkillSoft Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. The SkillSoft Board made its decision based on the totality of information presented to and considered by it. In considering the factors discussed above, individual directors may have given different weights to different factors.

Based on its evaluation of the above factors, the SkillSoft Board unanimously recommends that SkillSoft Securityholders vote in favour of the Acquisition.

4. The Acquisition and the Scheme

The Acquisition will be effected by way of a Scheme of Arrangement. Under the Scheme (which will be subject to the conditions and on the terms set out in Appendix I to this announcement and which will also be set out in the Scheme Document) Scheme Shareholders will receive the Consideration in return for the cancellation of their Cancellation Shares and/or the transfer to SSI of their Transfer Shares.

The Scheme of Arrangement is an arrangement made between SkillSoft and SkillSoft Shareholders under Section 201 of the Act and is subject to the approval of the High Court. If the Scheme becomes effective, all Cancellation Shares will be cancelled pursuant to Sections 72 and 74 of the Act and all Transfer Shares will be transferred to SSI in accordance with the terms of the Scheme. SkillSoft will then issue new SkillSoft Shares to SSI in place of the Cancellation Shares cancelled pursuant to the Scheme and SSI will pay the Consideration for the Acquisition to former SkillSoft Shareholders. As a result of these arrangements, SkillSoft will become a wholly owned subsidiary of SSI.

To become effective, the Scheme requires, amongst other things, the approval at the Court Meeting of a majority in number of Scheme Shareholders, present and voting either in person or by proxy, representing three-fourths (75 per cent.) or more in value of the SkillSoft Shares held by such holders,

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as well as the approval by SkillSoft Shareholders of resolutions relating to the implementation of the Scheme at an EGM to be held directly after the Court Meeting.

Assuming the necessary approvals from the SkillSoft Shareholders have been obtained and all conditions have been satisfied or (where applicable) waived, the Scheme will become effective upon delivery to the Registrar of Companies of a copy of the Court Order of the High Court sanctioning the Scheme together with the minute required by Section 75 of the Act confirming the capital reduction and registration of the Court Order and minute by the Registrar of Companies. Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the Extraordinary General Meeting.

The Acquisition is conditional on the Scheme becoming effective. The conditions to the Acquisition and the Scheme are set out in full in Appendix I to this announcement. The implementation of the Scheme is conditional, amongst other things, upon:

• the Scheme becoming effective by not later than 16 July 2010 or such later date, if any, as SkillSoft and SSI may, with, if required, the consent of the Panel, agree and, if required, the High Court may allow, failing which the Scheme will lapse;

• the expiration of the applicable waiting period under the HSR Act and the equivalent laws in Germany and Austria;

• the approval by a majority in number of Scheme Shareholders, present and voting either in person or by proxy, representing three-fourths (75 per cent.) or more in value of the SkillSoft Shares held by such holders, at the Court Meeting (or at any adjournment of such meeting);

• the passing of such resolutions as are required to approve or implement the Scheme at the Extraordinary General Meeting;

• the sanction by the High Court of the Scheme and confirmation of the reduction of capital involved therein by the High Court and the delivery of an office copy of the Court Order and the minute required by Section 75 of the Act to the Registrar of Companies and the registration of such Court Order and minute by the Registrar of Companies; and

• the conditions, which are not otherwise identified above, being satisfied or waived on or before the sanction of the Scheme by the High Court pursuant to Section 201 of the Act.

The Scheme Document, containing further information relating to the implementation of the Scheme, the full terms and conditions of the Scheme, and the notices of the Court Meeting to be convened by direction of the High Court and the separate Extraordinary General Meeting required to approve the Scheme and related resolutions, will be posted as soon as reasonably practicable after the date of this announcement, to SkillSoft Securityholders and, for information only, to SkillSoft Optionholders and the holders of purchase rights under the SkillSoft Employee Purchase Plan.

The Scheme Document will also specify the actions to be taken by SkillSoft Securityholders. It is expected that the Acquisition and the Scheme will become effective prior to 16 July 2010.

5. Information on SkillSoft

SkillSoft is a leading provider of e-learning and performance support solutions for global enterprises, government, education and small to medium-sized businesses. SkillSoft enables business organisations to maximise business performance through a combination of comprehensive e-learning content, online information resources, flexible learning in technologies and support schemes.

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SkillSoft’s products and services are designed to enable learning to sustain customers’ business success over the long term, while creating positive outcomes for more stakeholders. With comprehensive learning solutions comprised of high-quality learning resources and flexible technology approaches, SkillSoft helps customers achieve sustainable, measurable business results. These solutions are designed to support all levels of the organisation and can easily be adapted to meet strategic business initiatives, on-demand information needs and individual job roles.

SkillSoft maintains a worldwide presence with products sold in 58 countries.

SkillSoft was incorporated in Ireland on 8 August 1989. On 6 September 2002, SkillSoft Corporation completed a merger with SmartForce PLC and on 19 November 2002 the combined entity became known as SkillSoft PLC. On 14 May 2007, SkillSoft PLC completed the acquisition of NETg from the Thompson Corporation.

SkillSoft ADSs, which represent SkillSoft Shares deposited with The Bank of New York Mellon under an amended and restated deposit agreement dated 4 September 2002 are traded in the United States on the NASDAQ Global Select Market under the symbol “SKIL”. Each SkillSoft ADS represents one SkillSoft Share.

The Board of SkillSoft is being advised by Credit Suisse.

Wilmer Cutler Pickering Hale and Dorr LLP and William Fry are acting as legal advisers to the Board of SkillSoft.

6. Information on SSI

SSI is a private limited company, which was incorporated in Ireland on 3 February 2010. The directors of SSI are Michael Ascione, Mark Commins, Tim Franks, David Humphrey and Imelda Shine. SSI has not conducted any business prior to the date of this announcement (except for entering into transactions relating to the Acquisition). SSI is a company formed by funds sponsored by each of Berkshire, Advent and Bain Capital Partners. SSI has no employees.

Morgan Stanley is acting as lead financial adviser to SSI and the Investor Group.

Barclays Capital is acting as financial adviser to SSI and the Investor Group.

Ropes & Gray LLP and Mason Hayes+Curran are acting as legal advisers to SSI and the Investor Group.

7. Information on the Investor Group

Berkshire Partners LLC

Berkshire Partners is an active investor in the private equity market, managing approximately US$6.5 billion of capital over seven funds. Berkshire is currently investing from its seventh fund, which totals US$3.1 billion in committed capital, and has completed more than 90 acquisitions or growth capital investments during its nearly 25 year investment history. Berkshire has a long history of successfully investing in business services companies, including NEW/Asurion (a provider of extended service plans and value added wireless subscription services) and Acosta (a provider of sales and marketing services to the consumer packaged goods industry).

Advent International Corporation

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Advent International Corporation is a leading global private equity firm with more than 150 investment professionals in 16 countries around the world. Over its 25-year history, Advent has raised US$24 billion of cumulative capital and currently manages buyout portfolios comprising more than 50 companies. Advent has backed numerous management teams in knowledge-based industries including: Financial Dynamics, an international business communications consultancy; Alexander Mann, a specialist staffing company focused on information technology and financial markets; HumanGroup, a provider of temporary and outsourced staffing services; Kroton (Bovespa: KROT11), one of Brazil’s largest private education companies; and WSiP, the largest educational publisher in Poland.

Bain Capital Partners, LLC

Bain Capital, LLC (www.baincapital.com) is a global private investment firm whose affiliates, including Bain Capital Partners, manage several pools of capital including private equity, venture capital, public equity, high-yield assets and mezzanine capital with approximately US$65 billion in assets under management. Bain Capital has a team of over 300 professionals dedicated to investing and to supporting its portfolio companies. Since its inception in 1984, funds sponsored by Bain Capital have made private equity investments and add-on acquisitions in over 300 companies in a variety of industries around the world. Bain Capital has a long history of investments in the software, business services and education industries, including SunGard, Applied Systems, Houghton Mifflin, Gartner Group, UGS, LinkedIn, The Princeton Review, SolarWinds, and FleetCor. Headquartered in Boston, Bain Capital has offices in New York, London, Munich, Hong Kong, Shanghai, Tokyo and Mumbai.

8. Financing

The Acquisition will be financed from debt financing provided by Morgan Stanley and Barclays Bank, together with equity commitments from each member of the Investor Group. The financing will consist of a senior secured Revolving Credit Facility of US$40 million, a senior secured Term Loan Facility of US$325 million, and a senior unsecured Interim Loan of US$240 million.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

Morgan Stanley & Co. Limited, an affiliate of Morgan Stanley, is satisfied that resources are available to SSI sufficient to satisfy in full the cash consideration payable under the Scheme.

9. Directors, Management and Employees

The Investor Group attaches great importance to the skills and experience of the existing management and employees of SkillSoft who will be critical to SkillSoft’s business going forward.

The Board of SSI confirms that, following the Scheme becoming effective, the existing employment rights, including pension rights, of all employees of the SkillSoft Group will be fully safeguarded.

Upon the Scheme becoming effective, the non-executive directors of SkillSoft intend to resign from the Board of SkillSoft.

10. SkillSoft Share Option Schemes and SkillSoft Employee Purchase Plan

Appropriate proposals will be made to SkillSoft Optionholders and the holders of purchase rights under the SkillSoft Employee Purchase Plan in due course.

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11. Delisting and Cancellation of Trading

It is intended that, subject to and following the Scheme becoming effective, and subject to applicable requirements of NASDAQ, SSI will procure that SkillSoft applies for cancellation of the quotation of SkillSoft ADSs on NASDAQ. The last day of dealing in SkillSoft ADSs on NASDAQ will be the last business day before the Effective Date.

12. Expenses Reimbursement Agreement

SkillSoft has entered into an expenses reimbursement agreement dated 11 February 2010 with SSI, the terms of which have been approved by the Panel. Under the Expenses Reimbursement Agreement, SkillSoft has agreed to pay specific, quantifiable third party costs and expenses incurred by SSI in connection with the Acquisition in the circumstances outlined below. The liability of SkillSoft to pay these amounts is limited to a maximum amount equal to 1 per cent. of the total value of the entire issued share capital (excluding any interest in such share capital of SkillSoft (including in the form of American Depositary Shares) held by Stockbridge) as ascribed by the terms of the Acquisition. The circumstances in which such payment will be made are if:

• the Board of SkillSoft (or any member thereof) withdraws, adversely modifies or qualifies its recommendation to SkillSoft Shareholders to vote in favour of the Scheme;

• SkillSoft willfully takes or omits to take any action, such as failing to post the Scheme Document, preventing SkillSoft Shareholders from voting at any meetings to approve the Scheme, unilaterally altering the terms and conditions of the Scheme, or failing to deliver the Court Order and minute of reduction of capital to the Registrar of Companies (in any such case without the consent of SSI); or

• prior to the Scheme being withdrawn by SkillSoft or lapsing in accordance with its terms, a competing offer is announced and subsequently made and that competing offer or a competing offer in which that competing party is interested or participates subsequently becomes effective or unconditional within the 18 months of such lapse or withdrawal.

Credit Suisse, the independent financial adviser to the Board, has confirmed in writing to the Panel that, in the opinion of the Board of SkillSoft and Credit Suisse, in the context of the Acquisition, the Expenses Reimbursement Agreement is in the best interests of SkillSoft and SkillSoft Shareholders.

13. Transaction Agreement

SkillSoft and SSI have entered into a Transaction Agreement which contains certain assurances in relation to the implementation of the Scheme.

Further information regarding the Transaction Agreement will be set out in the Scheme Document.

14. Undertakings to Vote in Favour of the Acquisition and the Scheme

14.1 Members of the Board of SkillSoft and Others

SSI has received voting undertakings, in respect of approximately 0.020 per cent. of the entire issued share capital of SkillSoft, (subject to certain exceptions) to vote, or to procure that voting instructions are given to vote, in favour of the Acquisition and the Scheme from:

(i)	the members of the Board of SkillSoft who are SkillSoft Securityholders;
(ii)	Gregory Porto (Vice President (Administration) of SkillSoft); and
(iii)	Susan Moran (the spouse of SkillSoft CEO and President Chuck Moran);

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in respect of the 18,765 SkillSoft Shares, in aggregate, they own or control.

14.2 Stockbridge and Stockbridge Partners LLC

Stockbridge, an affiliate of Berkshire, owns or controls 170,625 SkillSoft Shares in total, representing approximately 0.180 per cent. of the entire issued share capital of SkillSoft, has irrevocably undertaken (subject to certain exceptions) to SSI and SkillSoft in respect of the SkillSoft Shares which it owns or controls, not to vote such SkillSoft Shares at the Court Meeting but to vote such SkillSoft Shares in favour of the resolutions to be considered at the Extraordinary General Meeting. Stockbridge Partners LLC, an affiliate of Berkshire, that manages investments for its clients has limited discretionary voting power in respect of 110,319 SkillSoft Shares, representing approximately 0.117 per cent. of the entire issued share capital of SkillSoft. Stockbridge Partners LLC has similarly undertaken (subject to certain exceptions) so to vote, subject to the prior rights of those clients to exercise voting power themselves.

14.3 Lapse of Undertakings

All of the voting undertakings referred to paragraphs 14.1 and 14.2 above will lapse if:

• the Scheme lapses or is withdrawn;

• the Transaction Agreement is terminated by either party thereto;

• a higher competing offer is announced (whether pursuant to Rule 2.4 or Rule 2.5 of the Takeover Rules) or a higher competing offer is made;

• the Scheme does not become effective by 16 July 2010 (or such later date as SkillSoft and SSI agree, with the consent of the Panel and the High Court);

• the resolutions are not passed at the EGM or the Court Meeting;

• the Board of SkillSoft withdraws its recommendation to SkillSoft Shareholders to vote in favour of the Scheme;

• the High Court declines or refuses to sanction the Scheme, unless SkillSoft and SSI agree that the decision of the High Court shall be appealed and, if so appealed, a final non-appealable order, decree, judgment, or ruling has been issued; or

• SSI announces that it will not proceed to make the Acquisition.

15. Interests and Short Positions in SkillSoft

As at 11 February 2010, being the last practicable date prior to the date of this announcement, Stockbridge, an affiliate of Berkshire was interested in 170,625 SkillSoft Shares and Stockbridge Partners LLC, another affiliate of Berkshire, was interested in 110,319 SkillSoft Shares.

Save as disclosed in this paragraph 15 and save for the voting undertakings referred to in paragraph 14 above, as at 11 February 2010, being the last practicable date before this announcement, neither SSI nor (so far as SSI is aware) any person Acting in Concert with SSI is interested in or holds any short position in any class of relevant securities of SkillSoft.

Neither SSI nor (so far as SSI is aware) any person Acting in Concert with SSI has any arrangement in relation to any class of relevant securities of SkillSoft. For these purposes, “arrangement” includes

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an indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which is, or may be, an inducement to deal or refrain from dealing in such securities.

Party	Interest in SkillSoft Securities
Morgan Stanley Financial Products Inc.	1,937
Morgan Stanley & Co. Incorporated	6,783
Morgan Stanley Smith Barney LLC	64,042
Barclays Capital Inc.	Single Stock Physical Put — Long 500
Barclays Capital Inc.	Single Stock Physical Put — Short 500
Barclays Capital Inc.	Single Stock Physical Call — Long 5,000
Barclays Capital Inc.	Single Stock Physical Call — Short 2,600
Barclays Bank PLC — France	Client Position — No Voting Rights 310
Palomino Ltd.	84,118 ADS Long

In the interests of confidentiality, Berkshire, Advent and Bain Capital Partners have made only limited enquiries in respect of certain parties who may be deemed by the Panel to be acting in concert with them for the purposes of the Acquisition. Enquiries of such parties will be made as soon as practicable following the date of this announcement and any disclosure in respect of such parties will be included in the Scheme Document.

16. General

The Acquisition and the Scheme will be made subject to the conditions and further terms set out in Appendix I and to be set out in the Scheme Document. The Scheme Document will include full details of the Acquisition and will be accompanied by the appropriate forms of proxy. These will be despatched to SkillSoft Securityholders and, for information only, to SkillSoft Optionholders, in due course.

The Scheme Document is expected to be posted on or before 12 March 2010.

The Acquisition and the Scheme will be governed by the laws of Ireland and will be subject to the applicable requirements of the Takeover Rules and applicable laws.

Details of the sources and bases of certain information set out in this announcement are included in Appendix II. Certain terms used in this announcement are defined in Appendix IV.

Enquiries:

SkillSoft
Tom McDonald, Chief Financial Officer	+1(603)324-3000
Geoff Grande, FD Investor Relations	+1(415)249-2100
Jonathan Neilan, FD Media Relations, Ireland	+353(0)16633686
Financial Adviser to SkillSoft
Credit Suisse
North America
Adam Nordin	+1(312)750-3000
Storm Duncan	+1(415)249-2100
UK & Ireland

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Zachary Brech	+442078888888
SSI
Michael Ascione, Berkshire	+1(617)227-0050
Financial Adviser to SSI and the Investor Group
Morgan Stanley
North America
Michael George	+1(212)761-4000
Christopher Bartlett	+1(212)761-4000
UK & Ireland
Ian Hart	+442074258000
Laurence Hopkins	+442074258000

The directors of SkillSoft accept responsibility for the information contained in this announcement, other than that relating to SSI, Berkshire, Advent, Bain Capital Partners, the Investor Group, Stockbridge, Stockbridge Partners LLC, their respective associates and the directors of SSI and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of SkillSoft (who have taken all reasonable care to ensure such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The directors of SSI accept responsibility for the information contained in this announcement relating to SSI, the Investor Group, Berkshire, Advent, Bain Capital Partners, Stockbridge, Stockbridge Partners LLC, their respective associates and the directors of SSI and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of SSI (who have taken all reasonable care to ensure such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Credit Suisse, which is regulated under the laws of the United States of America, is acting exclusively for SkillSoft and no one else in connection with the Acquisition and will not be responsible to anyone other than SkillSoft for providing the protections afforded to clients of Credit Suisse or for providing advice in relation to the Acquisition, the contents of this announcement or any transaction or arrangement referred to herein.

Morgan Stanley, which is regulated under the laws of the United States of America, is acting as lead financial adviser to SSI and the Investor Group and no one else in connection with the Acquisition and will not be responsible to anyone other than SSI and the Investor Group for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Acquisition, the contents of this announcement or any transaction or arrangement referred to herein.

Barclays Capital, which is regulated under the laws of the United States of America, is acting as financial adviser to SSI and the Investor Group and no one else in connection with the Acquisition and will not be responsible to anyone other than SSI and the Investor Group for providing the protections afforded to clients of Barclays Capital or for providing advice in relation to the Acquisition, the contents of this announcement or any transaction or arrangement referred to herein.

The full text of the conditions and reference to certain further terms of the Acquisition and the Scheme are set out in Appendix I.

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This announcement does not constitute an offer to purchase, sell, subscribe for or exchange or the solicitation of an offer to purchase, sell, subscribe for or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

SkillSoft plans to file with the U.S. Securities and Exchange Commission, or SEC, and mail to its shareholders a Proxy Statement (comprising the Scheme Document) in connection with the Acquisition and the Scheme. Investors and security holders are urged to read the Proxy Statement (comprising the Scheme Document) carefully when it becomes available because it will contain important information about SkillSoft, the Acquisition and the Scheme and related matters. Investors and security holders will be able to obtain free copies of the Proxy Statement (comprising the Scheme Document) and other documents filed with the SEC by SkillSoft through the web site maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the Proxy Statement (comprising the Scheme Document) from SkillSoft by contacting SkillSoft PLC, Attention: Investor Relations, 107 Northeastern Boulevard, Nashua, New Hampshire 03062, USA; (tel) +1(603)324-3000.

SkillSoft and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by this scheme of arrangement. Information regarding the Company’s directors and executive officers is contained in SkillSoft’s Annual Report on Form 10-K for the year ended 31 January 2009 supplemented by Form 10-K/A dated 28 May 2009, and its Proxy Statement on Schedule 14A, dated 26 August 2009, which are filed with the SEC. These documents are available free of charge at the SEC’s web site at www.sec.gov.

SAFE HARBOUR FORWARD-LOOKING STATEMENTS

This announcement includes information that constitutes forward-looking statements made pursuant to the safe harbour provision of the Private Securities Litigation Reform Act of 1995. Statements in this announcement regarding the proposed transaction between SSI and SkillSoft, the expected timetable for completing the transaction and any other statements about SSI’s and SkillSoft’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements. Any such forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements. Factors that could cause or contribute to such differences include competitive pressures, changes in customer demands or industry standards, adverse economic conditions, loss of key personnel, litigation and other risk factors disclosed under the heading “Risk Factors” in SkillSoft’s Quarterly Report on Form 10-Q for the quarterly period ended 31 October 2009, as filed with the Securities and Exchange Commission. The forward-looking statements provided by SSI and SkillSoft in this announcement represent the views of SSI and SkillSoft as of the date of this announcement. SSI and SkillSoft anticipate that subsequent events and developments may cause their views to change. However, while SSI and SkillSoft may elect to update these forward-looking statements at some point in the future, SSI and SkillSoft specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing SSI’s and SkillSoft’s views as of any date subsequent to the date of this announcement.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, ‘interested’ (directly or indirectly) in, one per cent., or more of any class of ‘relevant securities’ of SkillSoft, all ‘dealings’ in any ‘relevant securities’ of SkillSoft (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by not later than 3.30 pm (Dublin time) on the business day following the date of the relevant transaction. This requirement will continue until the date on which the scheme becomes effective or on which the ‘offer period’ otherwise ends. If two or more persons co-operate on the basis of any agreement, either

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express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of SkillSoft, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all ‘dealings’ in ‘relevant securities’ of SkillSoft by SSI or SkillSoft, or by any of their respective ‘associates’ must also be disclosed by no later than 12 noon (Dublin time) on the business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed can be found on the Panel’s website at www.irishtakeoverpanel.ie.

‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Takeover Rules, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Panel’s website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353(0)1678 9020; fax number +353(0)1678 9289.

In accordance with Rule 2.10 of the Takeover Rules SkillSoft confirms that it has 94,656,179 SkillSoft Shares in issue. There are 94,651,916 SkillSoft ADSs in issue, which represent SkillSoft Shares deposited with The Bank of New York Mellon under an amended and restated deposit agreement dated 4 September 2002 which are traded in the United States on the NASDAQ Global Select Market under the symbol “SKIL” (ISIN Code: US8309281074). Each SkillSoft ADS represents one SkillSoft Share. In addition, SkillSoft confirms there are (i) 11,987,958 SkillSoft Options that have been granted by SkillSoft that are presently outstanding issued under the SkillSoft Share Option Plans and (ii) up to 210,000 SkillSoft Shares that are available for issuance pursuant to outstanding purchase rights under the SkillSoft Employee Purchase Plan.

General

The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Acquisition disclaim any responsibility or liability for the violations of any such restrictions by any person.

Any response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition and the Scheme are made. SkillSoft Shareholders are advised to read carefully the formal documentation in relation to the proposed transaction once the Scheme Document has been despatched.

This announcement is made pursuant to Rule 2.5 of the Takeover Rules.

Pursuant to Rule 2.6(c) of the Takeover Rules, this announcement will be available to SkillSoft employees on SkillSoft’s website (www.SkillSoft.com). SSI has no employees.

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Appendix I

Conditions of the Acquisition and the Scheme

The Acquisition and the Scheme comply with the Takeover Rules and, where relevant, the Securities Act, the Exchange Act, the respective rules and regulations of NASDAQ and the Securities and Exchange Commission and are subject to the terms and conditions set out in this announcement and to be set out in the Scheme Document. The Acquisition and the Scheme are governed by the laws of Ireland and subject to the exclusive jurisdiction of the courts of Ireland, which exclusivity shall not limit the right to seek provisional or protective relief in the courts of another state after any substantive proceedings have been instituted in Ireland, nor shall it limit the right to bring enforcement proceedings in another state on foot of an Irish judgment.

1. The Acquisition will be conditional upon the Scheme becoming effective and unconditional by not later than 16 July 2010 (or such later date as SSI and SkillSoft may, with (if required) the consent of the Panel, agree and (if required) the High Court may allow). The Scheme will be conditional upon:

(a)	the approval of the Scheme by a majority in number of the Scheme Shareholders representing three-fourths (75 per cent.) or more in value of the SkillSoft Shares held by such holders, present and voting either in person or by proxy, at the Court Meeting (or at any adjournment of such meeting);
(b)	such resolution(s) required to approve or implement the Scheme and set out in the notice convening the Extraordinary General Meeting being duly passed by the requisite majority at the Extraordinary General Meeting (or at any adjournment of such meeting);
(c)	the sanction by the High Court (with or without modification) of the Scheme pursuant to Section 201 of the Act and the confirmation of the reduction of capital involved therein by the High Court; and
(d)	office copies of the Court Order and the minute required by Section 75 of the Act in respect of the reduction (referred to in paragraph 1(c)) being delivered for registration to the Registrar of Companies and registration of the Court Order and minute confirming the reduction of capital involved in the Scheme by the Registrar of Companies.

2. SkillSoft and SSI have agreed that, subject to paragraph 3 of this Appendix I, the Acquisition will also be conditional upon the following matters having been satisfied or waived on or before the sanction of the Scheme by the High Court pursuant to Section 201 of the Act:

(a) 

(i) all filings having been made and all or any applicable waiting periods (including any extensions thereof) under the HSR Act and the equivalent laws in Germany and Austria shall have terminated, lapsed or expired, as appropriate, in each case in connection with the Acquisition (it being understood that neither SkillSoft nor SSI shall be required to make any material payments other than as contemplated by the Transaction Agreement, other than filing or other fees payable to a Governmental Authority for seeking the relevant Clearance, all such Clearances remaining in full force and effect, there being no notified intention to revoke or vary or not to renew the same at the time at which the Acquisition becomes otherwise unconditional);

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(ii)	the Irish Revenue Commissioners not having confirmed in writing to the SkillSoft Group that they do not recognize that certain intellectual property rights transferred to SkillSoft Ireland Limited on 9 February 2009 attract Irish capital allowances on the entire acquisition price under (A) section 291 of the Taxes Consolidation Act 1997 as computer software or (B) sections 291 and 755 of that Act as computer software and patent rights, respectively. Where the Revenue Commissioners confirm their position in writing, this condition will be satisfied where the Revenue Commissioners have effectively confirmed that capital allowances will be available on the entire acquisition price under either (A) or (B);
(iii)	except (x) pursuant to the exercise of SkillSoft Share Options in respect of not more than 11,987,958 shares granted prior to 12 February 2010 (being the date of this announcement) and then only in accordance with the existing terms of the existing SkillSoft Share Option Schemes and (y) not more than 210,000 Shares issued pursuant to the SkillSoft Employee Purchase Plan as part of the offering period occurring in or around 31 March 2010, there not having been issued, granted, conferred or awarded by SkillSoft or any other member of the SkillSoft Group other than to any other member of the SkillSoft Group (it being understood that SkillSoft shall not issue, grant, confer or award any shares or any rights or convertible securities to any other member of the SkillSoft Group or agree to do any of the foregoing), or agreed to be issued, granted, conferred or awarded, any shares, or any rights or securities convertible or exchangeable into, or granted the right option, warrant, deferred stock unit, conversion right or other right to call for the issue of, any shares, or effected any share split, share combination, reverse share split, share dividend, recapitalisation, or altered the rights attaching to any shares, or effected any reduction, repayment or cancellation of share capital or share premium or capitalisation any reserves or redeemed or repurchased any shares or other similar transaction (and in any of the foregoing cases, whether or not pursuant to the existing SkillSoft Share Option Schemes);
(iv)	save as disclosed and/or save as publicly disclosed by SkillSoft by the delivery of filings to the Securities and Exchange Commission (other than with respect to “risk factors” or any forward looking information) or by the delivery of an announcement to NASDAQ at any time up to 12 February 2010 (being the date of this announcement) which is publicly available, no litigation, arbitration proceedings, prosecution, legal proceedings or, so far as SkillSoft is actually aware at the date of this announcement, no investigation by any Governmental Authority or agency to which any member of the Wider SkillSoft Group is a party (whether as plaintiff or defendant or otherwise) having been instituted at any time up to 12 February 2010 (being the date of this announcement) that was not disclosed (save where the consequences of such litigation, arbitration proceedings, prosecution or other legal proceedings or investigation are not or would not have a material adverse effect (in value terms or otherwise) in the context of the Wider SkillSoft Group taken as a whole); or
(v)	otherwise than as required by applicable law or regulation, pursuant to the Transaction Agreement or with the consent of SSI, the cash management policies of the SkillSoft Group not having materially changed from such policies as applied by the SkillSoft Group prior to 12 February 2010 (being the date of this announcement) and, other than in the ordinary course of business, having used since 12 February 2010 (being the date of this announcement) all

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reasonable efforts such as to maximize available cash balances in the United States as at the Effective Date;

(b) no Irish, United States, German or Austrian federal governmental commission, board, body, bureau, or other regulatory authority or agency, including courts and other judicial bodies, any competition, anti-trust or supervisory body or other governmental, trade or regulatory agency or body, securities exchange or any self-regulatory body or authority, including any instrumentality or entity designed to act for or on behalf of any of the foregoing, in each case, in any jurisdiction in which a member of SkillSoft Group currently carries on a material part of the business of the Wider SkillSoft Group (each a ‘Governmental Authority’) having instituted or implemented any action, proceeding, or suit or having made, enforced, enacted, issued or deemed applicable to the Acquisition any statute, regulation or order or having withheld any consent which would reasonably be expected to:

(i)	make the Acquisition or its implementation, or the acquisition or proposed acquisition by SSI of any shares in, or control of, SkillSoft, or any material assets of SkillSoft, void, illegal or unenforceable or otherwise, directly or indirectly, restrain, revoke, prohibit, materially restrict or delay beyond 15 July 2010 the same or impose additional or different material conditions or obligations with respect thereto;
(ii)	result in a delay beyond 15 July 2010 in the ability of SSI, or render SSI unable, to acquire some or all of the SkillSoft Shares or result in or effect any divestiture of, or requirement to hold separate (including by establishing a trust or otherwise), or agree to restrict in any material respect its ownership or operation of, any material portion of the business or assets of SkillSoft, or to enter into any material adverse settlement or consent decree, or agree to any material adverse undertaking, with respect to any material portion of the business or assets of SkillSoft;
(iii)	impose any limitation lasting beyond 15 July 2010 or result in a delay beyond 15 July 2010 in the ability of SSI to acquire, or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares, SkillSoft Shares, (or the equivalent) in, or to exercise voting or management control over, SkillSoft or any material Subsidiary or subsidiary undertaking of SkillSoft or on the ability of any member of the Wider SkillSoft Group to hold or exercise effectively, directly or indirectly, rights of ownership of shares (or the equivalent) in, or to exercise rights of voting or management control over, any material member of the Wider SkillSoft Group;
(iv)	require any member of the SSI Group or any member of the Wider SkillSoft Group to acquire or offer to acquire any shares or other securities (or the equivalent) in, or any interest in any asset owned by, any member of the Wider SkillSoft Group owned by any third party;
(v)	except where the consequences thereof would not be material in value terms or otherwise in the context of the Wider SkillSoft Group taken as a whole, impose any limitation on the ability of any member of the SkillSoft Group to integrate or co-ordinate its business, or any part of it, with the businesses of any member of the Wider SkillSoft Group;
(vi)	except where the consequences thereof would not be material in value terms or otherwise in the context of the Wider SkillSoft Group taken as a whole, result in any member of the Wider SkillSoft Group ceasing to be able to carry on business in any jurisdiction;

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(vii)	except where the consequences thereof would not be material in value terms or otherwise in the context of the Wider SkillSoft Group taken as a whole, cause any member of the Wider SkillSoft Group to cease to be entitled to any authorisation, order, recognition, grant, consent, clearance, confirmation, licence, permission or approval used by it in the carrying on of its business in any jurisdiction; or
(viii)	except where the consequences thereof would not be material in value terms or otherwise in the context of the Wider SkillSoft Group taken as a whole, otherwise adversely affect the business, financial condition or results of operations of the Wider SkillSoft Group taken as a whole;
	for the purposes of this Appendix I, the effects referred to in the foregoing paragraphs (i) through (viii) are referred to as a ‘Restraint’;

(c)

save as disclosed and/or save as publicly disclosed by SkillSoft by the delivery of filings to the Securities and Exchange Commission (other than with respect to “risk factors” or any forward looking information) or by the delivery of an announcement to NASDAQ at any time up to 12 February 2010 (being the date of this announcement) which is publicly available and except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider SkillSoft Group taken as a whole, to the knowledge and belief of the directors of SkillSoft (which knowledge shall be tested as of the time at which this condition is measured), none of the (i) products (excluding products supplied to any member of the SkillSoft Group by a third party) previously or currently sold by any member of the SkillSoft Group or (ii) business or activities previously or currently conducted by any member of the SkillSoft Group infringes or constitutes a misappropriation of, any Intellectual Property of any third party;

(d)

save as disclosed and/or save as publicly disclosed by SkillSoft by the delivery of filings to the Securities and Exchange Commission (other than with respect to “risk factors” or any forward looking information) or by the delivery of an announcement to NASDAQ at any time up to 12 February 2010 (being the date of this announcement) which is publicly available, there being no provision of any arrangement, agreement, licence, permit, franchise, facility, lease or other instrument to which any member of the SkillSoft Group is a party or by or to which any such member or any of its respective assets may be bound, entitled or be subject and which, in consequence of the Acquisition or the acquisition or proposed acquisition by SSI of any shares or other securities (or the equivalent) in or control of SkillSoft or any member of the SkillSoft Group or because of a change of control or management of SkillSoft or otherwise, would be reasonably expected to result (except where, in any of the following cases, the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider SkillSoft Group taken as whole) in:

(i)	any monies borrowed by, or any indebtedness or liability (actual or contingent) of, or any grant available to any member of the Wider SkillSoft Group becoming, or becoming capable of being declared, repayable immediately or prior to their or its stated maturity;
(ii)	the creation or enforcement of any mortgage, charge or other security interest wherever existing or having arisen over the whole or any part of the business, property or assets of any member of the Wider SkillSoft Group or any such mortgage, charge or other security interest becoming enforceable;
(iii)	any such arrangement, agreement, licence, permit, franchise, facility, lease or other instrument or the rights, liabilities, obligations or interests of any member of the Wider SkillSoft Group thereunder, or the business of any such members with, any person, firm or body (or any arrangement or arrangements relating to any such

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	interest or business) being terminated or adversely modified or any adverse action being taken or any obligation or liability arising thereunder;
(iv)	any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider SkillSoft Group being or falling to be disposed of or charged, or ceasing to be available to any member of the Wider SkillSoft Group or any right arising under which any such asset or interest would be required to be disposed of or charged or would cease to be available to any member of the Wider SkillSoft Group otherwise than in the ordinary course of business;
(v)	any member of the Wider SkillSoft Group ceasing to be able to carry on business, being prohibited from carrying on business or being subject to a restriction imposing a non-compete, exclusivity or similar restrictive covenant on the Wider SkillSoft Group, in each case, in any jurisdiction in which it currently carries on business;
(vi)	the value of, or financial or commercial position of any member of the Wider SkillSoft Group being prejudiced or adversely affected; or
(vii)	the creation of any liability or liabilities (actual or contingent) by any member of the Wider SkillSoft Group;
	unless, if any such provision exists, such provision shall have been waived, modified or amended on terms reasonable satisfactory to SSI;

(e) save as disclosed and/or save as publicly disclosed by SkillSoft by the delivery of filings to the Securities and Exchange Commission (other than with respect to “risk factors” or any forward looking information) or by the delivery of an announcement to NASDAQ at any time up to 12 February 2010 (being the date of this announcement) which is publicly available and except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider SkillSoft Group taken as a whole, the Wider SkillSoft Group (A) conducting its business in the ordinary course consistent with past practice in all respects and in compliance in all respects with all applicable laws and regulations, (B) using reasonable endeavours to preserve substantially intact its business organisation and goodwill and to keep available the services of its executive officers and key employees and preserve the relationships with those Persons having business dealings with the SkillSoft Group, and no member of the SkillSoft Group taking or agreeing to take, at any time after 12 February 2010 (being the date of this announcement), any of the following actions (except as expressly required by applicable law or regulation, the Transaction Agreement or by the Scheme, or to the extent SSI shall consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed):

(i)	amending its memorandum and articles of association or its equivalent organisational documents;
(ii)	except as required to comply with written employment agreements, plans or other arrangements existing at the date of the Transaction Agreement:

1.	increasing the base salary of any member of the SkillSoft senior management team or increasing the base salary of any employee unless the aggregate of all such increases is equal to or less than 5% of the aggregate base salaries of all employees of the SkillSoft Group;
2.	enter into any new material agreement with persons that are Affiliates or amend or otherwise modify in any material respect any material agreement or arrangement with persons that are Affiliates; and

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3. save for the entry into new executive compensation plans in substantially the form (as to terms and conditions) disclosed to SSI at any time up to 12 February 2010 (being the date of this announcement), entering into or amending or otherwise modifying any agreement or arrangement with officers or directors of SkillSoft, unless the aggregate cost attributable to all such amendments or modifications is equal to or less than 5% of the aggregate compensation of all officers and directors of the SkillSoft Group;

(iii)	except in connection with a Third Party Transaction Proposal after a change in Scheme Recommendation or any other transaction having an aggregate value of not more than US$5,000,000, (A) merging with, entering into a consolidation with, entering into a scheme of arrangement with or acquiring an interest in any person or acquiring the whole or a substantial portion of the assets or business of any person or any division or line of business thereof, (B) acquiring any assets having an aggregate value of more than US$1,000,000, except in the ordinary course of business, or (C) entering into any agreement or arrangement for any of the above;
(iv)	entering into any agreement the effect of which would be to impose any non-compete, exclusivity or similar restrictive covenants on SkillSoft which are material and adverse to the business of the Wider SkillSoft Group or any material member of the SkillSoft Group or which would, following the Effective Date, bind any member of the Investor Group (other than SkillSoft and members of the SkillSoft Group);
(v)	incurring any indebtedness in a sum greater than US$5,000,000 for money borrowed by any member of the SkillSoft Group other than (i) such indebtedness or lines of credit which existed as of October 31, 2009 as reflected on the balance sheet included in SkillSoft’s interim results published in its Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2009 filed with the SEC, or (ii) any indebtedness owed to any member of the SkillSoft Group by any member of the SkillSoft Group;
(vi)	guaranteeing indebtedness of another person (other than another member of the SkillSoft Group);
(vii)	issuing, selling or amending any debt securities or warrants or other rights to acquire any debt securities of SkillSoft or any member of the SkillSoft Group, or guaranteeing any debt securities of another person (other than another member of the SkillSoft Group);
(viii)	other than in the ordinary course of business, being a creditor in respect of any financial indebtedness (it being understood that the provision of credit to customers of any member of the Wider SkillSoft Group shall not constitute “financial indebtedness”);
(ix)	entering into, modifying, amending or terminating any commodity hedging agreement, and any other agreement, involving credit exposure for SkillSoft or any member of the SkillSoft Group;
(x)	materially changing any material tax planning strategy of the SkillSoft Group; and
(xi)	authorising, recommending, proposing or announcing an intention to adopt a plan of complete or partial liquidation or dissolution of SkillSoft or any member of the SkillSoft Group provided that this does not apply to the liquidation or dissolution of Fidalco Limited, Stargazer Productions, SmartForce Business Skills Limited or KnowledgeWell Group Limited that has commenced prior to the date of the Transaction Agreement;

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(f) save as disclosed and/or save as publicly disclosed by SkillSoft by the delivery of filings to the Securities and Exchange Commission (other than with respect to “risk factors” or any forward looking information) or by the delivery of an announcement to NASDAQ at any time up to 12 February 2010 (being the date of this announcement) which is publicly available:

(i)	there not having arisen any adverse change or adverse deterioration in the business, financial condition or results of operations or profits of SkillSoft or any member of the Wider SkillSoft Group (save to an extent which would not have a material adverse effect (in value terms or otherwise) in the context of the Wider SkillSoft Group taken as a whole);
(ii)	save as disclosed and/or save as publicly disclosed by SkillSoft by the delivery of filings to the Securities and Exchange Commission (other than with respect to “risk factors” or any forward looking information) or by the delivery of an announcement to NASDAQ at any time up to 12 February 2010 (being the date of this announcement) which is publicly available SSI not having discovered that any financial, business or other information concerning the SkillSoft Group which has been disclosed is misleading, contains a misrepresentation of fact or omits to state a fact necessary, in light of the circumstances in which it was made, to make the information contained therein not misleading (save to an extent which would not have a material adverse effect (in value terms or otherwise) in the context of the Wider SkillSoft Group taken as a whole); and
(iii)	no contingent or other liability existing at any time up to 12 February 2010 (being the date of this announcement) of which SkillSoft is actually aware at the date of this announcement that was not disclosed which would reasonably be expected to affect adversely any member of the Wider SkillSoft Group (save to an extent which would not have a material adverse effect (in value terms or otherwise) in the context of the Wider SkillSoft Group taken as a whole);

(g) save as disclosed and/or save as publicly disclosed by SkillSoft by the delivery of filings to the Securities and Exchange Commission (other than with respect to “risk factors” or any forward looking information) or by the delivery of an announcement to NASDAQ at any time up to 12 February 2010 (being the date of this announcement) which is publicly available:

(i)	no member of the SkillSoft Group being in default under the terms or conditions of any facility or agreement or arrangement for the provision of loans, credit or drawdown facilities, or of any security, surety or guarantee in respect of any facility or agreement or arrangement for the provision of loans, credit or drawdown facilities to any member of the SkillSoft Group (save where such default is not or would not be material (in value terms or otherwise) in the context of the Wider SkillSoft Group taken as a whole);
(ii)	no member of the SkillSoft Group having recommended, announced, declared, set aside, paid or made or proposed the recommendation, announcement, declaration, setting aside of any payment or making of any dividend, any bonus issue or make any other distribution or payment (whether in cash, securities or other property) (other than dividends from a wholly-owned subsidiary of SkillSoft to another wholly-owned subsidiary of SkillSoft or to SkillSoft); or
(iii)	no member of the SkillSoft Group having directly or indirectly redeemed, purchased or otherwise acquired any of its shares or any equity interest of any member of the SkillSoft other than as permitted pursuant to the Transaction Agreement;

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(h) for the purposes of the conditions set out above:

(i)	‘disclosed’ means (A) fairly disclosed in writing by or on behalf of SkillSoft to SSI Group or its Representatives at any time up to 3.00 p.m. (United States Eastern Time) on 11 February 2010 or (ii) contained, as of 3.00 p.m. (United States Eastern time) on 11 February 2010, in the ftp (file transfer protocol) site maintained by SkillSoft to share due diligence materials with the SSI Group;
(ii)	“Governmental Authority” has the meaning given to such expression in paragraph 2 (b) of this Appendix I;
(iii)	‘Intellectual Property’ means (A) patents, trademarks, service marks, trade names, domain names, copyrights and designs, (B) applications for and registrations of such patents, trademarks, service marks, trade names, domain names, copyrights and designs, and (C) rights under applicable trade secret laws as are applicable to processes, formulae, methods, schematics, technology, know-how, computer software programs and applications, and other tangible or intangible proprietary or confidential information and materials;
(iv)	‘SkillSoft Group’ means SkillSoft and its Subsidiaries and subsidiary undertakings;
(v)	‘parent undertaking’, ‘subsidiary undertaking’, ‘associated undertaking’ and ‘undertaking’ have the meanings given by the European Communities (Companies: Group Accounts) Regulations, 1992;
(vi)	‘SSI Group’ means SSI and its parent undertakings and its Subsidiaries and subsidiary undertakings and any other Subsidiary or subsidiary undertaking of its parent undertaking;
(vii)	‘substantial interest’ means an interest in 20 per cent. or more of the voting equity capital of an undertaking;
(viii)	‘Wider SkillSoft Group’ means the SkillSoft Group, its associated undertakings and any entities in which any member of the SkillSoft Group holds a substantial interest; and
(ix)	‘Wider SSI Group’ means the SSI Group, its associated undertakings and any entities in which any member of the SSI Group holds a substantial interest.

3.	Subject to the requirements of the Panel, SSI reserves the right (but shall be under no obligation) to waive, in whole or in part, all or any of the conditions except for 1(a), (b), (c), (d), and 2(a)(i).
4.	The Acquisition will lapse unless all of the conditions set out above have been fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by SSI in its discretion to be or to remain satisfied on the Effective Date.
5.	If SSI is required to make an offer for SkillSoft Shares under the provisions of Rule 9 of the Takeover Rules, SSI shall make such alterations to any of the above conditions as are necessary to comply with the provisions of that rule.
6.	SSI reserves the right, with the consent of the Panel to effect the Acquisition by way of a takeover offer. In such event, such offer will be implemented on the same terms (subject to appropriate amendments, including (without limitation) an acceptance condition set at 80 per cent. of the nominal value and voting rights of the SkillSoft Shares to which such an offer relates and which are not already in the beneficial ownership of SSI within the meaning of Section 204 of the Act), so far as applicable, as those which would apply to the Scheme.

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Appendix II

Sources and Bases of Information

1.	Unless otherwise stated, the financial information relating to the SkillSoft Group is extracted from the audited consolidated financial statements of the SkillSoft Group for the relevant financial year.
2.	The value of the entire issued and to be issued ordinary share capital of SkillSoft is based upon 94,656,179 SkillSoft Shares in issue, and 11,987,958 SkillSoft Shares issuable to SkillSoft Optionholders under the SkillSoft Share Option Plans as at 11 February 2010.
3.	SkillSoft Share prices are sourced from the NASDAQ Global Select Market.
4.	References to a percentage of SkillSoft Shares are based on the number of SkillSoft Shares in issue as at 11 February 2010 but do not include any shares issuable to SkillSoft Optionholders under the SkillSoft Share Option Plans.
5.	Reference to the arrangements in place between SkillSoft and SSI regarding an expenses reimbursement agreement are sourced from the terms of the Expenses Reimbursement Agreement approved by the Panel.
6.	References to the irrevocable undertakings to vote in favour of the Acquisition and the Scheme are sourced from the signed voting undertakings of the members of the Board of SkillSoft who are SkillSoft Securityholders, the signed voting undertaking of Gregory Porto, the signed voting undertaking of Susan Moran, the signed voting undertaking of Stockbridge and the signed voting undertaking of Stockbridge Partners LLC.

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Appendix III

SkillSoft Financial Information

Section 1 contains extracts of SkillSoft’s Earnings Release dated 19 November 2009.

Section 2 contains tables consisting of SkillSoft’s previously disclosed quarterly financial information for the 12 months ended 31 October 2009.

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SkillSoft Financial Information — Section 1

EXTRACTS FROM FISCAL 2010 THIRD QUARTER RESULTS

NASHUA, NH, November 19, 2009 - SkillSoft PLC (NASDAQ: SKIL), a leading Software as a Service (SaaS) provider of on-demand e-learning and performance support solutions for global enterprises, government, education and small to medium-sized businesses, today announced financial results for its third quarter of fiscal 2010.

The Company reported total revenue of $80.4 million for its third quarter ended October 31, 2009 of its fiscal year ending January 31, 2010 (fiscal 2010), which represented a 3% decrease from the $83.1 million reported in its third quarter of the fiscal year ended January 31, 2009 (fiscal 2009). Revenue for the third quarter of fiscal 2010 was negatively impacted by approximately $0.6 million due to the differences in foreign exchange rates in effect during the third quarter as compared to the foreign exchange rates during the third quarter of fiscal 2009. The Company’s deferred revenue balance at October 31, 2009 was approximately $140.4 million as compared to approximately $142.6 million at October 31, 2008. The 2% decrease in deferred revenue reflects a decline in order intake and billings which was offset by approximately $3.1 million from the positive impact of differences between foreign exchange rates at October 31, 2009 and foreign exchanges rates at October 31, 2008.

On a US generally accepted accounting principles (US GAAP) basis, the Company’s net income was $19.6 million, or $0.21 per basic share and $0.20 per diluted share, for the third quarter of fiscal 2010 as compared to net income of $12.0 million, or $0.12 per basic share and $0.11 per diluted share, for the third quarter of fiscal 2009.

“We are pleased that our fiscal 2010 third quarter results exceeded the revenue and EPS range we targeted in August 2009 despite the cautious customer environment in which we continue to operate,” said Chuck Moran, President and Chief Executive Officer. “We are investing a portion of our incremental adjusted EBITDA (resulting from performance in excess of our projections) in additional international content research and development in the second half of fiscal 2010 to increase our international value proposition and future revenue growth outlook. We are also currently developing our fiscal 2011 operating plans and are considering continued additional investment from our incremental adjusted EBITDA in fiscal 2010 to support future international revenue growth opportunities.”

Gross margin increased to 91% for the Company’s fiscal 2010 third quarter as compared to 87% for the fiscal 2009 third quarter. The increase in gross margin for the fiscal 2010 third quarter includes a reduction in the amortisation of intangible assets related to acquired technology and capitalised software development costs of 2% of revenue, or $1.7 million. Gross margin was further improved due to cost reductions related to personnel, hosting services and consulting expenses as well as a shift in product mix away from royalty-bearing products.

Research and development expenses increased to $12.5 million in the fiscal 2010 third quarter from $12.1 million in the fiscal 2009 third quarter. This increase was primarily due to incremental international content development expenses to support future revenue growth opportunities, partially offset by reductions in compensation and benefits related to certain cost savings initiatives. Research and development expenses were 16% of revenue for the fiscal 2010 third quarter as compared to 15% for the fiscal 2009 third quarter.

Sales and marketing expenses decreased to $23.3 million in the fiscal 2010 third quarter from $26.4 million in the fiscal 2009 third quarter. This decrease was primarily due to a reduction in net sales compensation and sales incentive expenses, as well as decreased marketing expenses and a lower number of non-field sales personnel. Sales and marketing expenses were 29% of revenue for the fiscal 2010 third quarter as compared to 32% for the fiscal 2009 third quarter.

General and administrative expenses decreased to $7.9 million for the fiscal 2010 third quarter from $9.1 million in the fiscal 2009 third quarter. This decrease was primarily due to reductions in professional fees related to the Company’s business realignment strategy, which was substantially completed in fiscal 2009, and reductions in personnel and outside contractor expenses. General and administrative expenses were 10% of revenue for the fiscal 2010 third quarter as compared to 11% for the fiscal 2009 third quarter.

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The Company’s interest expense decreased to $1.6 million for the fiscal 2010 third quarter as compared to $3.4 million for the fiscal 2009 third quarter. This decrease was primarily due to principal payments made to reduce the Company’s outstanding debt.

The Company’s effective tax rate from continuing operations was 24.3% for the nine month period ended October 31, 2009 and consisted of a cash tax provision of approximately $5.9 million (8.0%) and a non-cash tax provision of approximately $11.9 million (16.3%). This compares to a 38.5% effective tax rate for the nine month period ended October 31, 2008, which consisted of a cash tax provision of approximately $3.1 million (6.3%) and a non-cash tax provision of approximately $15.7 million (32.2%). The decrease in the current year effective tax rate is primarily due to the geographic distribution of worldwide earnings as a result of the business re-alignment that took effect at the beginning of fiscal 2010.

Adjusted EBITDA (an important leverage covenant included in the Company’s credit facility) for the fiscal 2010 third quarter was $32.1 million as compared to $28.8 million for the fiscal 2009 third quarter. Adjusted EBITDA for the fiscal 2010 third quarter is calculated by taking net income ($19.6 million) and adding back depreciation and amortisation ($0.8 million), amortisation of intangible assets and capitalised software development costs ($2.2 million), stock-based compensation ($1.4 million), interest expense ($1.6 million), provision for income taxes ($6.3 million), and other expense net of interest income ($0.2 million). At October 31, 2009, SkillSoft’s trailing 12 month debt to adjusted EBITDA ratio was approximately 0.7.

SkillSoft had approximately $66.2 million in cash, cash equivalents, short-term investments and restricted cash as of October 31, 2009 as compared to $42.7 million as of January 31, 2009. This increase is primarily due to cash provided by operations of $87.8 million and proceeds received of $3.5 million from the exercise of share options under the Company’s various share option programmes and from share purchases made under the Company’s 2004 employee share purchase plan during the first nine months of fiscal 2010. The increase was partially offset by principal payments made of $38.8 million against long-term debt, payments of $29.8 million to repurchase shares and $1.7 million for property and equipment purchases.

In order to adequately assess the Company’s collection efforts, taking into account the seasonality of the Company’s business, the Company believes that it is most useful to compare current period days sales outstanding (DSOs) to the prior year period. Given the quarterly seasonality of bookings, the deferral from revenue of subscription billings may increase or decrease the DSOs on sequential quarterly comparisons.

SkillSoft’s DSOs were in the targeted range for the fiscal 2010 third quarter. On a net basis, which considers only receivable balances for which revenue has been recorded; DSOs were 6 days in the fiscal 2010 third quarter as compared to 10 days in the year ago period and 4 days in the second quarter of fiscal 2010. On a gross basis, which considers all items billed as receivables, DSOs were 78 days in the fiscal 2010 third quarter as compared to 80 days in the year ago quarter and 71 days in the second quarter of fiscal 2010. The decrease in gross and net basis DSOs is due to improvements in customer collection efforts. The increase in gross and net basis DSOs in the third quarter as compared to the second quarter of fiscal 2010 is primarily attributed to the mix of billing arrangements with extended payment terms.

About SkillSoft

SkillSoft PLC (NASDAQ: SKIL) is a leading SaaS provider of on-demand e-learning and performance support solutions for global enterprises, government, education and small to medium-sized businesses. SkillSoft enables business organisations to maximise business performance through a combination of comprehensive e- learning content, online information resources, flexible learning technologies and support services.

Content offerings include business, IT, desktop, compliance and consumer/SMB courseware collections, as well as complementary content assets such as Leadership Development Channel video products, KnowledgeCenter(TM) portals, virtual instructor-led training services and online mentoring services. SkillSoft’s Books24x7(R) product offering includes access to more than 18,000 digitised IT and business books, as well as book summaries and executive reports. Technology offerings include the SkillPort(R) learning management system, Search-and-Learn(R), SkillSoft(R) Dialogue(TM) and virtual classroom.

SkillSoft courseware content described herein is for information purposes only and is subject to change without notice. SkillSoft has no obligation or commitment to develop or deliver any future release, upgrade, feature, enhancement or function described in this press release except as specifically set forth in a written agreement.

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SkillSoft, the SkillSoft logo, SkillPort, Search-and-Learn, SkillChoice, Books24x7, ITPro, BusinessPro, OfficeEssentials, GovEssentials, EngineeringPro, FinancePro, AnalystPerspectives, ExecSummaries, ExecBlueprints, Express Guide and Dialogue are trademarks or registered trademarks of SkillSoft PLC in the United States and certain other countries. All other trademarks are the property of their respective owners, countries.

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SkillSoft PLC
Condensed Consolidated Balance Sheets
(In thousands)

	October
	31, 2009		January
	(Unaudited)			31, 2009
ASSETS
CURRENT ASSETS:
Cash, cash equivalents and short-term investments	$	63,453	$	38,952
Restricted cash		2,792		3,790
Accounts receivable, net		69,816		146,362
Deferred tax assets		30,295		26,444
Prepaid expenses and other current assets		14,781		18,286
Total current assets		181,137		233,834
Property and equipment, net		5,960		7,661
Goodwill		238,550		238,550
Intangible assets, net		6,687		13,472
Deferred tax assets		56,125		78,223
Other assets		9,585		3,360
Total assets	$	498,044	$	575,100
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	865	$	1,253
Accounts payable		4,175		5,648
Accrued expenses		28,079		37,273
Deferred revenue		140,424		201,518
Total current liabilities		173,543		245,692
Long-term debt		83,716		122,131
Other long-term liabilities		2,663		3,221
Total long-term liabilities		86,379		125,352
Total stockholders’ equity		238,122		204,056
Total liabilities and stockholders’ equity	$	498,044	$	575,100

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SkillSoft PLC
Condensed Consolidated Statements of Cash Flows
(Unaudited, In thousands)

	Nine Months Ended
	October 31,
	2009			2008
Cash flows from operating activities:
Net income	$	55,580		$	31,985
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation		4,641			4,504
Depreciation and amortisation		3,419			3,921
Amortization of intangible assets		6,786			13,645
Recovery of bad debts		(130	)		(187	)
Provision for income taxes — non-cash		11,924			15,727
Gain on sale of discontinued operations		—			(3,386	)
Non-cash interest expense		854			898
Tax expense (benefit) related to exercise of non-qualified stock options		169			(1,247	)
Changes in current assets and liabilities, net of acquisitions
Accounts receivable		80,962			92,756
Prepaid expenses, other current assets and other assets		3,951			7,907
Accounts payable		(1,502	)		(858	)
Accrued expenses (including long term)		(10,809	)		(21,663	)
Deferred revenue		(68,029	)		(68,608	)
Net cash provided by operating activities		87,816			75,394
Cash flows from investing activities:
Purchases of property and equipment		(1,703	)		(4,066	)
Cash paid for business acquisitions		—			(250	)
Purchases of investments		(7,762	)		(18,545	)
Maturity of investments		5,212			23,337
Decrease in restricted cash		998			218
Cash received from sale of discontinued operations		—			6,903
Net cash (used in) provided by investing activities		(3,255	)		7,597
Cash flows from financing activities:
Exercise of stock options		1,343			16,412
Proceeds from employee stock purchase plan		2,192			3,063
Principal payments on long-term debt		(38,802	)		(55,303	)
Acquisition of treasury stock		(29,817	)		(56,495	)
Tax (expense) benefit related to exercise of non-qualified stock options		(169	)		1,247
Net cash used in financing activities		(65,253	)		(91,076	)
Effect of exchange rate changes on cash and cash equivalents		2,641			(3,210	)
Net increase (decrease) in cash and cash equivalents		21,949			(11,295	)
Cash and cash equivalents, beginning of period		37,853			76,059
Cash and cash equivalents, end of period	$	59,802		$	64,764

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SkillSoft PLC Historical Condensed Consolidated Income Statements
Three Months Ended, Unaudited, In Thousands Except Share and Per Share Data

	January 31,			April 30,			July 31,			October 31,
	2009			2009			2009			2009
Revenues	$	80,455		$	76,439		$	78,926		$	80,402
Cost of revenues		7,979			7,473			7,524			6,845
Cost of revenues — amortization of intangible assets		33			32			32			32
Gross profit	$	72,443		$	68,934		$	71,370		$	73,525
Operating expenses:
Research and development		11,404			8,998			9,706			12,508
Selling and marketing		26,231			22,411			24,387			23,336
General and administrative		9,320			7,757			9,400			7,857
Amortization of intangible assets		2,737			2,455			2,117			2,118
Merger and integration related expenses		—			—			—			—
Restructuring		1,523			52			4			—
SEC investigation		—			—			—			—
Total operating expenses	$	51,215		$	41,673		$	45,614		$	45,819
Operating income		21,228			27,261			25,756			27,706
Other income (expense), net		864			(618	)		(605	)		(220	)
Interest income		110			70			68			66
Interest expense		(3,204	)		(2,445	)		(2,032	)		(1,633	)
Income before provision for income taxes from continuing operations		18,998			24,268			23,187			25,919
Provision for income taxes		169			5,489			6,016			6,289
Income from continuing operations	$	18,829		$	18,779		$	17,171		$	19,630
(Loss) income from discontinued operations, net of income tax (benefit) expense		(25	)		—			—			—
Net Income	$	18,804		$	18,779		$	17,171		$	19,630
Net Income per share
Basic — continuing operations	$	0.19		$	0.19		$	0.18		$	0.21
Basic – discontinued operations		—			—			—			—
	$	0.19		$	0.19		$	0.18		$	0.21
Basic weighted average shares outstanding		101,158,502			97,740,295			96,395,118			95,374,749
Diluted — continuing operations	$	0.18		$	0.19		$	0.17		$	0.20
Diluted — discontinued operations		—			—			—			—
	$	0.18		$	0.19		$	0.17		$	0.20
Diluted weighted average shares outstanding		102,395,390			99,095,854			98,381,904			98,501,863

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SkillSoft PLC Historical Condensed Consolidated Balance Sheets
In Thousands, Except Share and Per Share Data

				April 30,			July 31,			October 31,
	January 31,			2009			2009			2009
	2009			(Unaudited)			(Unaudited)			(Unaudited)
Current Assets
Cash and cash equivalents	$	37,853		$	76,789		$	63,510		$	59,802
Short-term investments		1,099			599			4,265			3,651
Restricted cash		3,790			3,828			3,907			2,792
Accounts receivable, net		146,362			66,147			62,930			69,816
Prepaid expenses & other current assets		18,286			17,387			15,897			14,781
Deferred tax assets		26,444			27,076			31,976			30,295
Total Current Assets	$	233,834		$	191,826		$	182,485		$	181,137
Property & equipment, net		7,661			7,316			6,522			5,960
Intangible assets, net		13,472			10,986			8,836			6,687
Goodwill		238,550			238,550			238,550			238,550
Deferred tax assets		78,223			70,457			61,862			56,125
Other assets		3,360			6,825			7,809			9,585
Total Assets	$	575,100		$	525,960		$	506,064		$	498,044
Current Liabilities
Current maturities of long term debt		1,253			1,070			968			865
Accounts payable		5,648			2,190			1,636			4,175
Accrued compensation		13,513			6,225			10,101			9,916
Accrued expenses		23,760			18,190			16,179			18,163
Deferred revenue		201,518			173,958			155,245			140,424
Total Current Liabilities	$	245,692		$	201,633		$	184,129		$	173,543
Long term debt		122,131			104,021			93,856			83,716
Other long term liabilities		3,221			3,515			3,168			2,663
Total Long Term Liabilities	$	125,352		$	107,536		$	97,024		$	86,379
Shareholders’ Equity
Ordinary shares, €0.11 par value per share: 250,000,000 shares authorized; 95,222,637, 95,924,298, 97,986,914 and 98,892,249 shares issued at October 31, 2009, July 31, 2009, April 30, 2009 and January 31, 2009, respectively		10,600			10,467			10,150			10,033
Additional paid-in capital		509,177			504,754			490,570			484,545
Treasury stock, at cost, 197,200, 174,200, 941,054 and 830,802 ordinary shares at October 31, 2009, July 31, 2009, April 30, 2009 and January 31, 2009, respectively		(5,317	)		(7,102	)		(1,398	)		(1,928	)
Accumulated deficit		(310,874	)		(292,095	)		(274,924	)		(255,294	)
Accumulated other comprehensive income		470			767			513			766
Total Shareholders’ Equity	$	204,056		$	216,791		$	224,911		$	238,122
Total Liabilities and Shareholders’ Equity	$	575,100		$	525,960		$	506,064		$	498,044

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SkillSoft PLC Historical Condensed Consolidated Statements of Cash Flows
Year to Date, In Thousands

				April 30,			July 31,			October 31,
	January 31,			2009			2009			2009
	2009			(Unaudited)			(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net Income	$	50,789		$	18,779		$	35,950		$	55,580
Adjustments to reconcile net income to net cash provided by operating activities:
Share-based compensation		6,132			1,621			3,211			4,641
Depreciation and amortization		5,277			1,283			2,598			3,419
Amortization of intangible assets		16,415			2,487			4,636			6,786
(Recovery of) Provision for bad debts		(130	)		(37	)		529			(130	)
Provision for income taxes — non-cash		15,102			3,288			6,646			11,924
Gain on sale of discontinued operations		(3,386	)		—			—			—
Non-cash interest expense		1,197			297			576			854
Tax (benefit) effect related to exercise of non-qualified stock options		(1,494	)		(5	)		(22	)		169
Changes in current assets and liabilities:
Accounts receivable		17,006			81,169			85,900			80,962
Prepaid expenses, other current assets and other assets		8,494			985			2,769			3,951
Accounts payable		3,446			(3,429	)		(4,039	)		(1,502	)
Accrued expenses, including long-term		(14,271	)		(12,271	)		(12,005	)		(10,809	)
Deferred revenue		(6,890	)		(29,183	)		(51,980	)		(68,029	)
Net cash provided by operating activities	$	97,687		$	64,984		$	74,769		$	87,816
Cash flows from investing activities
Purchases of property and equipment		(5,748	)		(986	)		(1,432	)		(1,703	)
Cash paid for business acquisitions		(250	)		—			—			-
Purchases of investments		(19,645	)		(600	)		(5,512	)		(7,762	)
Maturity of investments		32,137			1,100			2,350			5,212
(Increase) Decrease in restricted cash, net		173			(38	)		(117	)		998
Cash received from sale of discontinued operations		6,903			—			—			—
Net cash (used in) provided by investing activities	$	13,570		$	(524	)	$	(4,711	)	$	(3,255	)
Cash flows from financing activities
Exercise of share options		16,455			269			361			1,343
Proceeds from employee share purchase plan		3,063			1,164			1,164			2,192
Principal payments on long term debt		(75,616	)		(18,293	)		(28,560	)		(38,802	)
Acquisition of treasury stock		(91,860	)		(9,399	)		(19,896	)		(29,817	)
Tax (effect) benefit related to exercise of non-qualified stock options		1,494			5			22			(169	)
Net cash used in financing activities	$	(146,464	)	$	(26,254	)	$	(46,909	)	$	(65,253	)
Effect of exchange rate changes on cash and cash equivalents		(2,999	)		730			2,508			2,641
Net increase (decrease) in cash and cash equivalents	$	(38,206	)	$	38,936		$	25,657		$	21,949
Cash and cash equivalents, beginning of period	$	76,059		$	37,853		$	37,853		$	37,853
Cash and cash equivalents, end of period	$	37,853		$	76,789		$	63,510		$	59,802

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Appendix IV

Definitions

The following definitions apply throughout this document, unless the context requires otherwise:

“Acquisition”	the proposed acquisition by SSI of SkillSoft by means of the Scheme as described in this announcement;
the “Act”	the Companies Act 1963 of Ireland, as amended;
“Acting in Concert”	shall have the meaning given to that term in the Irish Takeover Panel Act 1997, as amended;
“Advent”	Advent International Corporation;
“Affiliate”	with respect to any person, any other person controlling, controlled by or under common control with such person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly, of power to direct or cause the direction of the management and policies of a person whether through the ownership of voting securities, by contract or otherwise;
“Bain Capital Partners”	Bain Capital Partners, LLC;
“Barclays Bank”	Barclays Bank PLC;
“Barclays Capital”	Barclays Capital, Inc;
“Berkshire”	Berkshire Partners LLC;
“Board of SkillSoft”	Chuck Moran, James Krzywicki, Ferdinand von Prondzynski, William Meagher, Howard Edelstein and William Boyce;
“Business Day”	any day, other than a Saturday, Sunday or public holiday in Ireland or the State of New York;
“Cancellation Record Time”	the date and time specified in the Scheme Document as being the “Cancellation Record Time”;
“Cancellation Shares”	(i)     the SkillSoft Shares in issue at the date of the Scheme Document;
	(ii)    any SkillSoft Shares issued after the date of the Scheme Document and before the Voting Record Time; and
	(iii)   any SkillSoft Shares issued at or after the Voting Record Time and before the Cancellation Record Time on terms that the holder thereof shall be bound by the Scheme, or in respect of which the original or any subsequent holder thereof agrees in writing to be bound by the Scheme;
	but excluding the Transfer Shares and the Designated Shares;
“Clearances”	all consents, clearances, permissions and waivers that need to be obtained, all applications and filings that need to be made and all waiting periods that may need to have expired, from or under the laws, regulations or practices applied by any Governmental Authority in connection with the implementation of the Scheme and/or the Acquisition and, in each case, that constitute Conditions;

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	and any reference to Conditions having been “satisfied” shall be construed as meaning that the foregoing have been obtained, or where appropriate, made or expired in accordance with the relevant Condition;
“Closing Price”	the closing price of a SkillSoft Share as derived from the NASDAQ list;
“Companies Acts”	the Companies Acts 1963 to 2009 and Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006;
“Conditions	the conditions to the Scheme and the Acquisition set out in Appendix I to this Announcement;
“Consideration”	the cash consideration of US$10.80 per SkillSoft Share payable to Scheme Shareholders for each SkillSoft Share cancelled or transferred pursuant to the Scheme;
“Court Meeting”	the meeting or meetings of the Scheme Shareholders (and any adjournment thereof) convened by order of the High Court pursuant to Section 201 of the Act to consider and, if thought fit, approve the Scheme (with or without amendment);
“Court Order”	the order or orders of the High Court sanctioning the Scheme under Section 201 of the Act and confirming the reduction of share capital which forms part of it under Sections 72 and 74 of the Act;
“Credit Suisse”	Credit Suisse Securities (USA) LLC;
“Designated Shares”	means the seven SkillSoft Shares to be held by nominees appointed by SSI on behalf of SSI, in each case from a date prior to the date on which the Court Meeting is held;
“directors of SkillSoft” or “the Board”	the board of directors of SkillSoft;
“directors of SSI”	the board of directors of SSI;
“Effective Date”	the date on which the Scheme becomes effective in accordance with its terms;
“Exchange Act”	the United States Securities Exchange Act of 1934, as amended;
“Expenses Reimbursement Agreement”	the agreement described in paragraph 12 of this announcement;
“Extraordinary General Meeting” or “EGM”	the extraordinary general meeting of the SkillSoft Shareholders to be convened in connection with the Scheme, expected to be held on the same day as the Court Meeting (and any adjournment thereof);
“High Court”	the High Court of Ireland;
“HSR Act”	the Hart-Scott-Rodino Anti-Trust Improvements Act 1976 of the United States, as amended;
“Independent Committee”	the independent committee of the Board of SkillSoft comprising James Kryzwicki, Ferdinand von Prondzynski and William Meagher;
“Investor Group”	funds sponsored by each of Berkshire, Advent and Bain Capital Partners;
“Ireland”	Ireland excluding Northern Ireland and the word “Irish” shall be construed accordingly;

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“Morgan Stanley”	Morgan Stanley & Co. Incorporated;
“NASDAQ”	the NASDAQ Global Select Market;
“Northern Ireland”	the counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone on the island of Ireland;
“Offer Period”	the period commencing on 12 February 2010 (the date of this announcement) and ending on the earlier of the Effective Date and/or the date on which the Scheme lapses or is withdrawn (or such other date as the Panel may decide or the Takeover Rules dictate);
“Panel”	the Irish Takeover Panel;
“Registrar of Companies”	the Registrar of Companies in Ireland;
“Relevant Securities”	has the meaning assigned by Rule 2.1(a) of Part A of the Takeover Rules;
“Resolutions”	the resolutions to be proposed at the EGM and the Court Meeting to effect the Scheme, which will be set out in the Scheme Document, other than any adjournment resolution included in the Scheme Document;
“Restricted Jurisdiction”	any jurisdiction in respect of which it would be unlawful for this announcement to be released, published or distributed, in whole or in part, in, into or from, including for the avoidance of doubt, Canada, South Africa, Australia and Japan;
“Revolving Credit Facility”	with respect to each lender, the commitment, if any, of such lender to make revolving loans;
“Scheme” or “Scheme of Arrangement”	the proposed scheme of arrangement under Section 201 of the Act and the capital reduction under Sections 72 and 74 of the Act to effect the Acquisition in such terms as SkillSoft may determine in accordance with Clause 3 of the Transaction Agreement, including any revision thereof;
“Scheme Document”	a document to be distributed to SkillSoft Securityholders and, for information only, to SkillSoft Optionholders and persons entitled to purchase rights under the SkillSoft Employee Purchase Plan containing (i) the Scheme, (ii) the notice or notices of the Court Meeting and EGM, (iii) an explanatory statement as required by Section 202 of the Act with respect to the Scheme, (iv) such other information as may be required or necessary pursuant to the Act or the Takeover Rules, and (v) such other information as SkillSoft and SSI shall agree. Notwithstanding the foregoing, the Scheme Document shall also comply in all material respects as to form with the applicable requirements of the Exchange Act and the rules and regulations thereunder for a proxy statement;
“Scheme Recommendation”	the unanimous recommendation of the Board that SkillSoft Shareholders vote in favour of the Resolutions;
“Scheme Record Time”	the date and time specified in the Scheme Document as being the “Scheme Record Time”;
“Scheme Shareholders”	the holders of Scheme Shares;
“Scheme Shares”	the Cancellation Shares and the Transfer Shares;
“Securities and Exchange Commission”	the United States Securities and Exchange Commission;

41

“Senior Unsecured Interim Loan”	the Senior Unsecured Interim Loan Agreement dated 11 February 2010 among SSI LuxCo II S.à r.l., a private limited liability company formed under the laws of Luxembourg, the lenders from time to time party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent and Morgan Stanley Senior Funding, Inc. and Barclays Capital, the investment banking division of Barclays Bank, as Joint Lead Arrangers and Joint Book-Runners;
“SkillSoft” or the “Company”	SkillSoft PLC;
“SkillSoft ADSs”	American Depository Shares, each representing one SkillSoft Share;
“SkillSoft Employee Purchase Plan”	the 2004 SkillSoft Employee Share Purchase Plan;
“SkillSoft ADS Holders”	holders of SkillSoft ADSs;
“SkillSoft Group” or the “Group”	SkillSoft, its subsidiaries and associated undertakings;
“SkillSoft Options”	options to subscribe for SkillSoft Shares pursuant to the SkillSoft Share Option Plans;
“SkillSoft Optionholders”	the holders of SkillSoft Options;
“SkillSoft Securityholders”	SkillSoft Shareholders and SkillSoft ADS Holders;
“SkillSoft Share Option Plans”	the Booksx24X7.com 1994 Stock Option Plan, the 1994 Share Option Plan, the 1996 Supplemental Stock Plan, the SkillSoft Corporation 1998 Stock Incentive Plan, the SkillSoft Corporation 2001 Stock Incentive Plan, the SkillSoft plc 2002 Share Option Plan and the SkillSoft Public Limited Company 2001 Outside Director Plan;
“SkillSoft Shareholders” or “Shareholders”	holders of SkillSoft Shares;
“SkillSoft Share” or “SkillSoft Shares”	ordinary shares of €0.11 each in the share capital of SkillSoft;
“SSI”	SSI Investments III Limited;
“SSI Group”	SSI and its parent undertaking and its subsidiaries and subsidiary undertakings and any other subsidiary or subsidiary undertaking of its parent undertaking;
“Stockbridge”	Stockbridge Fund L.P.;
“Takeover Rules”	the Irish Takeover Panel Act, 1997, Takeover Rules 2007, as amended;
“Term Loan Facility”	Term Loan Commitments and the Term Loans made thereunder;
“Third Party Transaction Proposal”	any proposal or offer for the acquisition of control (as defined in the Takeover Rules) of SkillSoft, or any other transaction that involves a change of control of SkillSoft through the acquisition of more than 50% of the voting and other equity securities of SkillSoft Shares (whether by acquiring any interest in SkillSoft Shares, SkillSoft ADRs or SkillSoft ADSs), or a disposal or acquisition of more than 50% of the assets of SkillSoft (taken as a whole) or a share exchange of SkillSoft Shares for shares in another company or body corporate;

42

“Transaction Agreement”	the transaction agreement dated 11 February 2010 between SkillSoft and SSI in relation to the implementation of the Scheme;
“Transfer Shares”	the SkillSoft Shares issued at or after the Cancellation Record Time and at or before the Scheme Record Time excluding, for the avoidance of doubt, the Designated Shares;
“US$” or “$”	United States Dollars, the lawful currency of the United States; and
“Voting Record Time”	the date and time specified in the Scheme Document by reference to which entitlements to vote on the Scheme will be determined.

Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Any reference to any legislation is to Irish legislation unless specified otherwise.

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EX-99.2

Exhibit 99.2

SKILLSOFT ANNOUNCES AGREEMENT ON THE TERMS OF A RECOMMENDED
ACQUISITION FOR CASH BY PRIVATE INVESTOR GROUP

SkillSoft Shareholders to Receive $10.80 Per Share in Cash

DUBLIN, IRELAND AND NASHUA, N.H., February 12, 2010 — SkillSoft PLC (Nasdaq: SKIL), a leading Software as a Service (SaaS) provider of on-demand e-learning and performance support solutions for global enterprises, government, education and small to medium-sized businesses, today announced that it has reached agreement on the terms of a recommended acquisition of the Company by a new company formed by funds sponsored by each of Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC (together, the “Investor Group”). Under the terms of the recommended acquisition, SkillSoft shareholders will receive $10.80 in cash for each SkillSoft ordinary share or American Depositary Share (“ADS”), representing a 26% premium to the average closing price of SkillSoft’s ADS over the one-year period ended on February 11, 2010 and a 49% premium to the average closing price of SkillSoft’s ADS over the five-year period ended on February 11, 2010. The fully diluted equity value of the transaction is approximately $1.1 billion.

“Skillsoft is pleased to announce this transaction, which is being unanimously recommended by the Board of Directors,” said Chuck Moran, CEO of SkillSoft. “We believe the transaction is good for our shareholders as the offer represents an attractive premium relative to our trading history and, as an all cash offer, provides liquidity for shareholders. We view the transaction as an endorsement of SkillSoft’s leadership and success, which has been achieved through the commitment of a dedicated team over many years.”

“We are delighted to have reached agreement with the Board of SkillSoft on this recommended transaction,” said Michael Ascione, a Managing Director of Berkshire Partners, speaking on behalf of the Investor Group. “We believe the acquisition represents a compelling opportunity for SkillSoft and its shareholders that maximizes value and certainty, reduces execution risk and provides immediate liquidity. Berkshire, Advent and Bain Capital Partners look forward to supporting Chuck Moran and the SkillSoft team in creating long term value for SkillSoft’s customers and pursuing the opportunities for growth that we see in existing business lines and new products and customer solutions.”

SkillSoft will continue to be headquartered in Dublin, Ireland and led by the current management team, including Chuck Moran as CEO.

The acquisition has been unanimously approved by SkillSoft’s Board of Directors and a committee of independent directors, and the Board intends to recommend to SkillSoft shareholders to vote in favor of the acquisition.

About the Transaction

The transaction will be effected by means of a “scheme of arrangement” under Irish law pursuant to which the Investor Group will acquire all of the outstanding securities of SkillSoft not already owned by the Investor Group from SkillSoft shareholders for cash. The acquisition will be subject to the terms and conditions to be set forth in the scheme of arrangement document to be delivered to SkillSoft shareholders. To become effective, the scheme of arrangement requires, among other things, the approval of a majority in number of SkillSoft shareholders, present and voting either in person or by proxy, representing 75% or more in value of the SkillSoft shares held by such holders.

Assuming the necessary approvals are obtained and all conditions have been satisfied, the acquisition will become effective upon delivery to the Registrar of Companies in Ireland of the court order of the Irish High Court sanctioning the scheme. Upon the acquisition becoming effective, it will be binding on all SkillSoft shareholders.

The closing of this transaction is subject to various conditions, including approval of the transaction by SkillSoft’s shareholders, the expiration of the applicable waiting period under the Hart-Scott-Rodino Act, and the approval of the High Court in Ireland. The definitive agreement includes provisions permitting SkillSoft’s Board to solicit (for a specified period of time) and accept an alternative proposal if that

proposal is deemed by SkillSoft’s Board to be more favorable to SkillSoft’s shareholders and can be reasonably expected to be completed, subject to expense reimbursement.

Credit Suisse Securities (USA) LLC is acting as financial advisor to SkillSoft. WilmerHale and William Fry are acting as legal advisors to SkillSoft. Morgan Stanley is acting as lead financial advisor, Barclays as financial advisor, and Ropes & Gray LLP and Mason Hayes + Curran as legal advisors to the Investor Group.

SkillSoft to Host Conference Call

SkillSoft will host a conference call at 8:30 a.m. EST today, February 12, 2010, to discuss the proposed transaction. The conference call will be webcast live on the Internet and can be accessed on the Investor Relations section of SkillSoft’s website, www.skillsoft.com. The conference call can also be accessed by dialing: 800-322-9079, or 973-582-2717 for international callers, and using the following ID: 56646993.

During the period from SkillSoft’s initial announcement of the transaction through the transaction closing, SkillSoft is precluded by the Irish Takeover Rules from disclosing to shareholders, investors or analysts any material new information or expressing significant new opinions not previously publicly disclosed. A representative from Credit Suisse, SkillSoft’s financial advisor, is required under the Irish Takeover Rules to be present during any communication by SkillSoft with shareholders, investors or analysts to monitor SkillSoft’s compliance with the Irish Takeover Rules, and Credit Suisse will be required to confirm to the Irish Takeover Panel that SkillSoft has complied with these restrictions.

Important Additional Information Will be Filed with the SEC

SkillSoft plans to file with the SEC and mail to its shareholders a Proxy Statement (comprising the scheme of arrangement document) in connection with the transaction. Investors and shareholders are urged to read the Proxy Statement (comprising the scheme of arrangement document) carefully when it becomes available because it will contain important information about SkillSoft, the transaction and related matters. Investors and security holders will be able to obtain free copies of the Proxy Statement (comprising the scheme of arrangement document) and other documents filed with the SEC by SkillSoft through the web site maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the Proxy Statement (comprising the scheme of arrangement document) from SkillSoft by contacting SkillSoft PLC, Attention: Investor Relations, 107 Northeastern Boulevard, Nashua, New Hampshire 03062, USA; telephone number: (603) 324-3000.

SkillSoft and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by this scheme of arrangement. Information regarding SkillSoft’s directors and executive officers is contained in SkillSoft’s Annual Report on Form 10-K for the year ended January 31, 2009 and its Proxy Statement on Schedule 14A, dated August 26, 2009, which are filed with the SEC. These documents are available free of charge at the SEC’s web site www.sec.gov.

About SkillSoft

SkillSoft PLC (Nasdaq: SKIL) is a leading SaaS provider of on-demand e-learning and performance support solutions for global enterprises, government, education and small to medium-sized businesses. SkillSoft enables business organizations to maximize business performance through a combination of comprehensive e- learning content, online information resources, flexible learning technologies, and support services.

Content offerings include business, IT, desktop, compliance and consumer/SMB courseware collections, as well as complementary content assets such as Leadership Development Channel video products, KnowledgeCenter(TM) portals, virtual instructor-led training services and online mentoring services. SkillSoft’s Books24x7(R) product offering includes access to more than 18,000 digitized IT and business books, as well as book summaries and executive reports. Technology offerings include the SkillPort(R) learning management system, Search-and-Learn(R), SkillSoft(R) Dialogue(TM) and virtual classroom.

SkillSoft courseware content described herein is for information purposes only and is subject to change without notice. SkillSoft has no obligation or commitment to develop or deliver any future release,

upgrade, feature, enhancement or function described in this press release except as specifically set forth in a written agreement.

SkillSoft, the SkillSoft logo, SkillPort, Search-and-Learn, SkillChoice, Books24x7, ITPro, BusinessPro, OfficeEssentials, GovEssentials, EngineeringPro, FinancePro, AnalystPerspectives, ExecSummaries, ExecBlueprints, Express Guide and Dialogue are trademarks or registered trademarks of SkillSoft PLC in the United States and certain other countries. All other trademarks are the property of their respective owners, countries.

Overview of the Investor Group

Berkshire Partners LLC is an active investor in the private equity market, managing approximately $6.5 billion of capital over seven funds. Berkshire is currently investing from its seventh fund, which totals $3.1 billion in committed capital, and has completed more than 90 acquisitions or growth capital investments during its nearly 25-year investment history. Berkshire has a long history of successfully investing in business services companies, including NEW/Asurion (a provider of extended service plans and value added wireless subscription services) and Acosta (a provider of sales and marketing services to the consumer packaged goods industry).

Advent International Corporation is a leading global private equity firm with more than 150 investment professionals in 16 countries around the world. Over its 25-year history, Advent has raised $24 billion of cumulative capital and currently manages buyout portfolios comprising more than 50 companies. Advent has backed numerous management teams in knowledge-based industries including: Financial Dynamics, an international business communications consultancy; Alexander Mann, a specialist staffing company focused on information technology and financial markets; HumanGroup, a provider of temporary and outsourced staffing services; Kroton (Bovespa: KROT11), one of Brazil’s largest private education companies; and WSiP, the largest educational publisher in Poland.

Bain Capital, LLC (www.baincapital.com) is a global private investment firm whose affiliates, including Bain Capital Partners, manage several pools of capital including private equity, venture capital, public equity, high-yield assets and mezzanine capital with approximately $65 billion in assets under management. Bain Capital has a team of over 300 professionals dedicated to investing and to supporting its portfolio companies. Since its inception in 1984, funds sponsored by Bain Capital have made private equity investments and add-on acquisitions in over 300 companies in a variety of industries around the world. Bain Capital has a long history of investments in the software, business services and education industries, including SunGard, Applied Systems, Houghton Mifflin, Gartner Group, UGS, LinkedIn, The Princeton Review, SolarWinds, and FleetCor. Headquartered in Boston, Bain Capital has offices in New York, London, Munich, Hong Kong, Shanghai, Tokyo, and Mumbai.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This release includes information that constitutes forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Statements in this release regarding the proposed transaction between the investor group and SkillSoft, the expected timetable for completing the transaction and any other statements about the Investment investor group’s or SkillSoft’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements. Forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements. Factors that could cause or contribute to such differences include competitive pressures, changes in customer demands or industry standards, adverse economic conditions, loss of key personnel, litigation and other risk factors disclosed under the heading “Risk Factors” in SkillSoft’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2009, as filed with the Securities and Exchange Commission. The forward-looking statements provided by the investor group and SkillSoft in this release represent the views of the investor group and SkillSoft as of the date of this release. The investor group and SkillSoft anticipate that subsequent events and developments may cause their views to change. However, while the investor group and SkillSoft may elect to update these forward-looking statements at some point in the future, the investor group and SkillSoft specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing the investor group’s or SkillSoft’s views as of any date subsequent to the date of this release.

Legal Information

The directors of SkillSoft accept responsibility for the information contained in this announcement, other than that relating to SSI Investments III Limited, Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC and the directors of SSI Investments III Limited and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of SkillSoft (who have taken all reasonable care to ensure such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The directors of SSI Investments III Limited accept responsibility for the information contained in this Announcement relating to SSI Investments III Limited, Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC and the directors of SSI Investments III Limited and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of SSI Investments III Limited (who have taken all reasonable care to ensure such is the case, the information contained in this announcement for which they accept responsibility) is in accordance with the facts and does not omit anything likely to affect the import of such information.

Credit Suisse, which is regulated under the laws of the United States of America, is acting exclusively for SkillSoft and no one else in connection with the Acquisition and will not be responsible to anyone other than SkillSoft for providing the protections afforded to clients of Credit Suisse or for providing advice in relation to the Acquisition, the contents of this announcement or any transaction or arrangement referred to herein.

Morgan Stanley, which is regulated under the laws of the United States of America, is acting exclusively for SSI Investments III Limited and no one else in connection with the Acquisition and will not be responsible to anyone other than SSI Investments III Limited for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Acquisition, the contents of this announcement or any transaction or arrangement referred to herein.

WilmerHale and William Fry are acting as legal advisors to SkillSoft. Ropes & Gray LLP and Mason Hayes + Curran are acting as legal advisors to SSI Investments III Limited, Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC.

This announcement does not constitute an offer to purchase, sell, subscribe for or exchange or the solicitation of an offer to purchase, sell, subscribe for or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007, as amended (the “Irish Takeover Rules”), if any person is, or becomes, ‘interested’ (directly or indirectly) in, one per cent., or more of any class of ‘relevant securities’ of SkillSoft, all ‘dealings’ in any ‘relevant securities’ of SkillSoft (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by not later than 3.30 pm (Dublin time) on the business day following the date of the relevant transaction. This requirement will continue until the date on which the scheme becomes effective or on which the ‘offer period’ otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of SkillSoft, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all ‘dealings’ in ‘relevant securities’ of SkillSoft by SSI Investments III Limited or SkillSoft, or by any of their respective ‘associates’ must also be disclosed by no later than 12 noon (Dublin time) on the business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed can be found on the Panel’s website at www.irishtakeoverpanel.ie.

‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Panel’s website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 (0)1 678 9020; fax number +353 (0)1 678 9289.

The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction in respect of which it would be unlawful to do so, including (but not limited to) Canada, South Africa, Australia and Japan. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Acquisition disclaim any responsibility or liability for the violations of any such restrictions by any person.

COMPANY CONTACT:

Tom McDonald
Chief Financial Officer
SkillSoft PLC
(603) 324-3000, x4232

INVESTOR CONTACTS:
Geoff Grande
FD, Investor Relations
(617) 747-1721

Jonathan Neilan
FD, Media Relations, Ireland
+353(0)1 66 33 686

EX-99.3

Exhibit 99.3

SkillSoft Employee Q&A

Section A – Questions of General Interest

What has SkillSoft announced?

We have announced today that SkillSoft has reached agreement on the terms of a recommended acquisition of SkillSoft by a private investor group including Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC (the “Investor Group”). Under the terms of the recommended acquisition, SkillSoft stockholders will receive $10.80 in cash for each American Depositary Share of SkillSoft, representing a 26% premium to the average closing price of SkillSoft’s ADSs over the one-year period ended on February 11, 2010 and a 49% premium to the average closing price of SkillSoft’s ADSs over the five-year period ended on February 11, 2010. The fully diluted equity value of the proposed transaction is approximately $1.1 billion.

The press release announcing this agreement is posted in the Investor section of our company website.

Who are the firms that make up the Investor Group — Berkshire, Advent, and Bain Capital?

Berkshire Partners LLC is an active investor in the private equity market, managing approximately US$6.5 billion of capital over seven funds. Berkshire is currently investing from its seventh fund, which totals US$3.1 billion in committed capital, and has completed more than 90 acquisitions or growth capital investments during its nearly 25-year investment history. Berkshire has a long history of successfully investing in business services companies, including NEW/Asurion (a provider of extended service plans and value added wireless subscription services) and Acosta (a provider of sales and marketing services to the consumer packaged goods industry).

Advent International Corporation is a leading global private equity firm with more than 150 investment professionals in 16 countries around the world. Over its 25-year history, Advent has raised $24 billion of cumulative capital and currently manages buyout portfolios comprising more than 50 companies. Advent has backed numerous management teams in knowledge-based industries including: Financial Dynamics, an international business communications consultancy; Alexander Mann, a specialist staffing company focused on information technology and financial markets; HumanGroup, a provider of temporary and outsourced staffing services; Kroton (Bovespa: KROT11), one of Brazil’s largest private education companies; and WSiP, the largest educational publisher in Poland.

Bain Capital, LLC (www.baincapital.com) is a global private investment firm whose affiliates, including Bain Capital Partners, manage several pools of capital including private equity, venture capital, public equity, high-yield assets and mezzanine capital with approximately $65 billion in assets under management. Bain Capital has a team of over 300 professionals dedicated to investing and to supporting its portfolio companies. Since its inception in 1984, funds sponsored by Bain Capital have made private equity

investments and add-on acquisitions in over 300 companies in a variety of industries around the world. Bain Capital has a long history of investments in the software, business services and education industries, including SunGard, Applied Systems, Houghton Mifflin, Gartner Group, UGS, LinkedIn, The Princeton Review, SolarWinds, and FleetCor. Headquartered in Boston, Bain Capital has offices in New York, London, Munich, Hong Kong, Shanghai, Tokyo, and Mumbai.

Why is SkillSoft doing this?

SkillSoft’s management team and Board have regularly discussed and evaluated the long-term strategy of the Company and strategic opportunities that might be available to enhance shareholder value, including the sale of SkillSoft. We believe the proposed transaction is good for our shareholders as the offer represents an attractive premium relative to our trading history and, as an all cash offer, provides liquidity for shareholders.

How does a transaction like this work?

The Investor Group has agreed to acquire SkillSoft in an all cash deal in which $10.80 per share will be paid to SkillSoft shareholders upon closing. As a result, the Investor Group will own all of SkillSoft’s shares. Once the proposed transaction is complete, SkillSoft will be a privately-owned company, and our shares will no longer be traded on NASDAQ.

In the coming weeks, we will file a preliminary proxy (containing the scheme document) with the Securities and Exchange Commission in the US and a Scheme of Arrangement document in Ireland. These documents will include information about the proposed transaction and will be available to the public. Once the Irish Takeover Panel has completed its review of the documents and the High Court in Ireland has approved the convening of the scheme meeting, subject to SEC rules, a definitive proxy statement will be mailed to shareholders. We expect that this will happen in the next several months. Following the mailing of the definitive proxy statement, shareholders will vote on the proposed transaction at an Extraordinary General Meeting of Shareholders and at a Court Meeting. If the proposed acquisition is approved, the closing conditions are met and the High Court in Ireland approves, the proposed transaction will be closed.

What happens between now and the closing?

From a day-to-day operational standpoint, nothing changes between today and the closing. We will continue to operate the business as usual and will continue to remain focused on operating in the best interests of our shareholders, delivering on our commitments to customers and meeting our operational objectives.

Why is this type of transaction the right thing for SkillSoft?

As an organization, we are continually reviewing opportunities to grow our business and increase shareholder value. We believe that this type of transaction delivers on both of those objectives.

Was the business in trouble?

Absolutely not. Our performance over the last several years, as you know, has been strong. We have a history of consistent operational and financial performance, which captured the attention of the Investor Group. The Investor Group has a long-term view

toward growing the businesses in which they invest, and they have a proven track record of success in identifying opportunities that deliver on that strategy.

Could SkillSoft receive other offers as a result of this announcement?

Yes. Our Board and a committee of independent directors have provided their full support of the proposed transaction, and have recommended that our shareholders provide their approval at a meeting to be scheduled in the next few months. However, the documentation related to the proposed transaction includes provisions that permit our financial advisors, Credit Suisse, during the period from the announcement until 11:59 pm EST on March 6, 2010, to reach out to other potentially interested parties willing to provide and commit to a more favorable offer, affording our Board the flexibility to receive and accept an alternative proposal.

Will there be changes to the Company’s executive management team?

The Investor Group has expressed their enthusiasm and support for our current executive management team, and there is no specific plan to make any changes. They have had great success partnering with management within the companies in which they invest to build great companies.

Will the company name change?

No, SkillSoft will continue to operate under its current name after the acquisition is complete.

If the proposed transaction is approved by shareholders, what does change?

Upon completion of the proposed transaction, our ADSs will no longer trade on NASDAQ. The Investor Group will own SkillSoft, and like any business owner, they will expect a return on their investment. Our plan is for management to continue to guide the day-to-day operations of the company, and that the Investor Group will work with management to determine other opportunities/strategies in which the Investor Group’s resources can be put to work to help grow the business and drive value creation.

Will there be any interaction with the Investor Group prior to the close of the proposed transaction?

Subject to any limitations or restrictions imposed by applicable law, we expect that representatives of the Investor Group will continue to meet with management to gain a better understanding of our structure/roles and our people.

When will the proposed transaction be completed?

If approved by shareholders, we are then required to obtain the approval of the High Court in Ireland, and that approval will be sought following the shareholder meeting. The proposed transaction would then close shortly thereafter, and the whole process is expected to take several months.

Section B – Questions Regarding Communication with Customers, Suppliers and Other Outside Organizations

What are the key ways customers will benefit from the acquisition of SkillSoft by the Investor Group?

This private equity acquisition provides SkillSoft and our customers with the following opportunities:

• It provides SkillSoft the ability to leverage the expertise and experience of its existing management team, while complementing those efforts with additional resources, expertise and capital that the Investor Group can provide.

• In addition, unlike situations where a company is acquired by a large competitor, private equity sponsored transactions like this one typically do not include significant restructurings, workforce rationalizations, elimination of duplicative cost centers or material changes in strategy. This ensures continuity of service and relationships for our customers.

What information can I share about the acquisition when communicating with my customers and prospects?

It is critical that your communications about this acquisition be limited to the information contained in documents shared from SkillSoft corporate.

As of today, the entire list of approved documents is:

a.	February 12th press release announcing the acquisition agreement
b.	customer letter from Chuck Moran
c.	this Q&A document

You may share any information in these above documents with customers and other outside parties. You must not create any new communications of your own (letters, email letters, Basho letters, summaries, PPT slides, etc.) regarding this announcement. Creating communications of your own is a violation of law.

What do I do if a customer or prospect (or other organization or individual) asks a question that goes beyond the information shared in the approved corporate documents that are available to me?

If there are specific customer questions that fall outside of what is covered in the approved corporate communication documents (including this Q&A), direct such questions to Greg Porto.

If you are contacted by anyone from the press or analyst firm, refer those contacts to Greg Porto. Do not respond to their questions.

SkillSoft has historically worked well with its customers and has been responsive to their requests. Will this proposed transaction change the way SkillSoft will work with its customers?

We are very committed to continuing and strengthening the strong customer focus that has been our hallmark throughout our company history. The additional resources and

strategic flexibilities offered by this proposed transaction will allow SkillSoft to be in a stronger position to act on the product and service advancements that our customers have asked us to invest in and, as result, deliver even more value to them.

Are there areas in which the Company plans to invest once the acquisition is complete?

It is too early for us to be definitive about where and when we will be making investments. We still have several steps to go before this proposed transaction is approved and becomes complete.

If the proposed transaction is approved and we become a private company, will we continue to publish financial results so that customers can continue to monitor our financial strength?

As a private company, we may not be required to file the same financial results with the SEC. However, should we complete the proposed transaction, we will ensure that appropriate financial information about the organization is made available to address specific customer requests.

Section C – Questions Regarding Internal Employee Interests

How will this affect my employment with SkillSoft?

Should the shareholders approve the proposed transaction, we do not currently expect that your employment relationship with the Company will change. In addition, there is no current intention to change our benefit or compensation programs.

Notwithstanding the proposed transaction, we are always evaluating ways to make the organization stronger and more effective, and any changes that take place will be the result of the evolution of the business’s needs and any new strategies or opportunities the Investor Group and management wish to pursue.

Are we still able to earn our Q4-10 and FY10 bonus opportunities under the Company Performance-Based Bonus Plan?

Yes. The only thing that will impact the plan is our performance during the applicable measurement periods.

How will my vested share options be treated in the proposed transaction?

If you hold vested options at the closing of the proposed transaction, under the terms of our option plans, you may elect to exercise your vested options through a cashless exercise, in which case you will receive a cash payment equal to the excess of the per share cash payment paid to SkillSoft shareholders in the proposed transaction over the exercise price of such option, subject to any applicable tax withholdings. Cashless exercise can offer advantages to U.S. option holders, particularly because no payment of the exercise price is required and holders receive net cash directly. Alternatively, you will have the right to exercise your options for ADSs (paying the applicable exercise

price and receiving a cash payment of $10.80 per share upon the closing, subject to any applicable tax withholdings).

How will my unvested share options be treated in the proposed transaction?

All unvested share options with an exercise price of less than $10.80 per share will accelerate upon closing of the proposed transaction, and under the terms of our option plans, you may elect to exercise your options through a cashless exercise, in which case you will receive a cash payment equal to the excess of the per share cash payment paid to SkillSoft shareholders in the proposed transaction over the exercise price of such option, subject to any applicable tax withholdings. Alternatively, you will have the right to exercise your options for ADSs (paying the applicable exercise price and receiving a cash payment of $10.80 per share upon the closing, subject to any applicable tax withholdings).

Options with an exercise price of $10.80 or higher will be cancelled upon closing of the proposed transaction without any payment to the optionholder.

As part of the proposed transaction process, you will receive in due course detailed information about how your options will be treated in the transaction.

Can I still exercise any outstanding, vested share options I may have between now and the closing of the proposed transaction?

Yes. If you have vested share options, you continue to be able to exercise in accordance with their terms. That said, please bear in mind the Company’s insider trading policy prior to taking any such action.

Are we still going to be able to purchase shares at the end of the current Employee Share Purchase Plan offering period (scheduled to end March 31, 2010)?

Provided that the closing of the proposed transaction does not take place prior to March 31, 2010, yes, the plan will operate as it normally does. That said, in accordance with the terms of the agreements related to the proposed transaction, the Board has approved an amendment to the ESPP whereby it has established a maximum total number of shares that may be purchased under the plan in the current offering period. For perspective, the maximum number of shares has been set at a number that is higher than the total number of shares that have been issued in any one of the last 3 offering periods. In the event that the total number of shares specified in elections to be purchased in the current offering period exceeds the maximum number of shares established by the Board in the plan, the Board or the Compensation Committee of the Board will allot such maximum number of shares allowed on a pro rata basis.

Will there be an offering period beginning April 1, 2010?

No. We will suspend the start of the offering period that would have begun April 1, 2010 pending the outcome of the shareholder vote.

Will there be an Employee Share Purchase Plan upon completion/closing of the proposed transaction?

No.

How does this impact our Insider Trading Policy?

Our policy continues to operate in accordance with its terms. The people that have received notification of the current “black-out” period need to continue to adhere to the prohibitions set forth in the policy. The period ends, as stated in the policy, two days after we announce our financial results for the fiscal year ended January 31, 2010.

If I own SkillSoft shares, when do I get my money?

We anticipate that payment would be made as promptly as possible after the close of the proposed transaction. You do not need to take any action at this time in this regard. Each SkillSoft American Depositary Share held as of the closing date of the proposed transaction shall be automatically converted into the right to receive an amount in cash equal to $10.80 per share. Specific instructions on how to redeem shares for cash will be provided in the near future.

Do I need to take any action now relative to shares I own?

No. There is nothing for you to do at the present time. As part of the proposed transaction process, we will be holding a shareholder meeting for which you will receive a proxy statement and information about how to vote your shares.

Will I be taxed on the proceeds from the conversion of SkillSoft shares to cash?

You should consult your tax advisor regarding your individual tax situation and reference the information concerning tax consequences that will be included in the definitive proxy statement.

Important Additional Information Will be Filed with the SEC

SkillSoft plans to file with the SEC and mail to its shareholders (and, for information purposes, to the holders of SkillSoft shares options and participants in the Employee Share Purchase Plan) a Proxy Statement (comprising the scheme of arrangement document) in connection with the proposed transaction. Investors and shareholders are urged to read the Proxy Statement (comprising the scheme of arrangement document) carefully when it becomes available because it will contain important information about SkillSoft, the proposed transaction and related matters. Investors and security holders will be able to obtain free copies of the Proxy Statement (comprising the scheme of arrangement document) and other documents filed with the SEC by SkillSoft through the web site maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the Proxy Statement (comprising the scheme of arrangement document) from SkillSoft by contacting SkillSoft PLC, Attention: Investor Relations, 107 Northeastern Boulevard, Nashua, New Hampshire 03062, USA; telephone number: (603) 324-3000.

SkillSoft and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by this scheme of arrangement. Information regarding SkillSoft’s directors and executive officers is contained in SkillSoft’s Annual Report on Form 10-K for the year ended January 31, 2009 supplemented by Form 10-K/A dated 28 May 2009, and its Proxy Statement on

Schedule 14A, dated August 26, 2009, which are filed with the SEC. These documents are available free of charge at the SEC’s web site at www.sec.gov.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This document includes information that constitutes forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Statements in this document regarding the proposed transaction between the Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC (collectively, the “Investor Group”) and SkillSoft, the expected timetable for completing the proposed transaction and any other statements about the Investor Group’s or SkillSoft’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements. Forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements. Factors that could cause or contribute to such differences include competitive pressures, changes in customer demands or industry standards, adverse economic conditions, loss of key personnel, litigation and other risk factors disclosed under the heading “Risk Factors” in SkillSoft’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2009, as filed with the Securities and Exchange Commission. The forward-looking statements provided by the Investor Group and SkillSoft in this release represent the views of the Investor Group and SkillSoft as of the date of this release. The Investor Group and SkillSoft anticipate that subsequent events and developments may cause their views to change. However, while the Investor Group and SkillSoft may elect to update these forward-looking statements at some point in the future, the Investor Group and SkillSoft specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing the Investor Group’s or SkillSoft’s views as of any date subsequent to the date of this release.

Legal Information

The directors of SkillSoft accept responsibility for the information contained in this announcement, other than that relating to SSI Investments III Limited, Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC and the directors of SSI Investments III Limited and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of SkillSoft (who have taken all reasonable care to ensure such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The directors of SSI Investments III Limited accept responsibility for the information contained in this Announcement relating to SSI Investments III Limited, Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC and the directors of SSI Investments III Limited and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of SSI Investments III Limited (who have taken all reasonable care to ensure such is the case, the information contained in this announcement for which they accept

responsibility) is in accordance with the facts and does not omit anything likely to affect the import of such information.

Credit Suisse, which is regulated under the laws of the United States of America, is acting exclusively for SkillSoft and no one else in connection with the Acquisition and will not be responsible to anyone other than SkillSoft for providing the protections afforded to clients of Credit Suisse or for providing advice in relation to the Acquisition, the contents of this announcement or any proposed transaction or arrangement referred to herein.

Morgan Stanley, which is regulated under the laws of the United States of America, is acting as lead financial advisor for SSI Investments III Limited and the Investor Group and no one else in connection with the Acquisition and will not be responsible to anyone other than SSI Investments III Limited for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Acquisition, the contents of this announcement or any proposed transaction or arrangement referred to herein.

Barclays Capital, which is regulated under the laws of the United States of America, is acting as financial adviser to SSI Investments III Limited and the Investor Group and no one else in connection with the Acquisition and will not be responsible to anyone other than SSI Investments III Limited and the Investor Group for providing the protections afforded to clients of Barclays Capital or for providing advice in relation to the Acquisition, the contents of this announcement or any transaction or arrangement referred to herein.

WilmerHale and William Fry are acting as legal advisors to SkillSoft. Ropes & Gray LLP and Mason Hayes + Curran are acting as legal advisors to SSI Investments III Limited, Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC.

This announcement does not constitute an offer to purchase, sell, subscribe for or exchange or the solicitation of an offer to purchase, sell, subscribe for or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007, as amended (the “Takeover Rules”), if any person is, or becomes, ‘interested’ (directly or indirectly) in, one per cent., or more of any class of ‘relevant securities’ of SkillSoft, all ‘dealings’ in any ‘relevant securities’ of SkillSoft (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by not later than 3.30 pm (Dublin time) on the business day following the date of the relevant transaction. This requirement will continue until the date on which the scheme becomes effective or on which the ‘offer period’ otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of SkillSoft, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all ‘dealings’ in ‘relevant securities’ of SkillSoft by SSI Investments III Limited or SkillSoft, or by any of their

respective ‘associates’ must also be disclosed by no later than 12 noon (Dublin time) on the business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed can be found on the Panel’s website at www.irishtakeoverpanel.ie.

‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Takeover Rules, which can also be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Panel’s website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 (0)1 678 9020; fax number +353 (0)1 678 9289.

The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction in respect of which it would be unlawful to do so, including (but not limited to) Canada, South Africa, Australia and Japan. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Acquisition disclaim any responsibility or liability for the violations of any such restrictions by any person.