U&I Learning closes deal on takeover final share block of FSR/U&I Learning the Netherlands.

Main shareholder FSR confirms its confidence in U&I Learning.

• The third and final phase in the takeover purchase of FSR is mainly paid in shares of U&I Learning
• Capital increase through issuing additional shares with an issue price of €6,88 per share
• U&I Learning has registered its shares on the Free Market of Euronext Brussels

Ghent, 12th January 2009

Payment of the third block of FSR shares

U&I Learning, the Ghent-based e-learning integrator operating in Belgium, the Netherlands and France announces that a deal is closed with the FSR shareholders in acquiring and paying the third and final block of shares of FSR/U&I Learning the Netherlands.

The purchase and sale agreement between U&I Learning and FSR, currently known as U&I Learning the Netherlands, was signed at the end of 2006. This agreement covered that for taking over the third block of shares, the sellers could choose between cash payment or payment in shares of U&I Learning.

Today, U&I Learning closed a deal with Mr. Maarten Franken, representative of Maarten Franken Management B.V., the main shareholder of FSR/U&I Learning the Netherlands. This agreement entails that the final block of shares will be completely paid in new shares of U&I Learning.

To do so, capital will be increased through issuing 186.950 new shares with an issue price of €6,88 per share. The new shares are expected to be officially quoted on the Free Market of Euronext Brussels on 27th January 2009.

Francis Declercq, chairman of U&I Learning, emphasizes: “With this transaction Mr. Maarten Franken puts his full trust in the future of U&I Learning. As Business Development Director of the U&I Learning Group and General Manager of U&I Learning the Netherlands, Maarten Franken will actively participate in the international expansion of our company.”

Maarten Franken: “To me, this share transaction is the next logical step for FSR and myself. Over the past few years, I got to know U&I Learning as an amazing company. Our current and very powerful market position with offices in Belgium, France and the Netherlands provides an ideal basis for the further development of our company in this international market. In my opinion, the e-learning market is ready for a major European player. In the years to come I will gladly help to expand our company and become the incontestable market leader in Europe.”

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