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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Nord Anglia ED. | LSE:NAE | London | Ordinary Share | GB0006582729 | ORD 5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 461.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:4345P NordAnglia Education PLC 05 September 2003 Meetings today: There will be an Analyst at 10.00 am followed by a Press meeting at 11.30 am. If you are unable to come to either of those we will be having a further luncheon meeting at 12.45 pm. These meetings will be held at the office's of Buchanan Communications, 107 Cheapside, London. If you would like to attend please contact Lisa Baderoon, Mary-Jane Johnson or Charlie Forsyth on 020 7466 5000. FOR IMMEDIATE RELEASE 5 SEPTEMBER 2003 NORD ANGLIA EDUCATION PLC FULLY UNDERWRITTEN PLACING AND OPEN OFFER TO RAISE #10 MILLION AND #3.2 MILLION ACQUISITION OF PETITS ENFANTS DAY NURSERIES LIMITED Nord Anglia Education PLC ("Nord Anglia"), the education and training company, today announces that it proposes to raise #10 million (#9.3 million net of expenses) by means of a Firm Placing and Open Offer. Simultaneously, Nord Anglia announces the acquisition of an operator of nine nursery units across South West London and Surrey for a total consideration of #3.2 million. Key Highlights * Firm placing and Open Offer of 5,555,556 New Ordinary Shares in aggregate at 180 pence per share to raise #9.3 million net of expenses * #6.5m placed firm, #3.5m subject to clawback * Open Offer to Qualifying Shareholders on the basis of 1 Open Offer Share for every 11 Existing Ordinary Shares at 180 pence per share * Firm Placing and Open Offer fully underwritten by Brewin Dolphin Securities Ltd * Reasons for fundraising * The acquisition of Petits Enfants nine nurseries * Ongoing and future expansion of the nursery business * Development of schools and outsourcing businesses * Acquisition : Nord Anglia is acquiring Petits Enfants for a total consideration of #3.2m * #2.5m cash; up to 275,315 shares; #0.2m debt * Petits Enfants operates nine nurseries from leasehold premises in South West London and Surrey * It offers a total of 527 places for pre-school children * For the year ended 31 March 2003 Petits Enfants reported a turnover of #3.5m with pre-tax profits of #140,000 * The acquisition will * Accelerate Nord Anglia's expansion of its nursery business * Increase Nord Anglia's presence in London and the South East * Post acquisition, Nord Anglia's nursery portfolio will comprise * 33 nurseries - 58% freehold and 42% leasehold * Reorganisation of Outsourcing * The appointment of a Business Development Director to lead a dedicated bidding team * The separation of bidding activity from operations and delivery * The exit from Direct to Schools business * Going forward the core education and training activities of Nord Anglia will comprise three businesses * Outsourcing of contracts from the public sector * Schools in the UK and British International Schools * Quality day care nurseries throughout the UK * Trading : post six months period * Trading has been in line with the Board's expectations * Directors expect to report a satisfactory result for the year ended 31 August 2003 at the time of the Preliminary Results Commenting on the announcement today, Kevin McNeany, Chairman of Nord Anglia said: "The support for this placing has been very strong. The acquisition of Petits Enfants greatly strengthens our position in the fast growing quality day care nursery market. It also gives us a greater presence in the South East England area where higher nursery fees are achieved. The fundraising will further help us to grow our nursery business and will, additionally, reduce borrowing and position us to invest in future growth opportunities in outsourcing and international schools." For further information, please contact: Kevin McNeany, Chairman Andrew Fitzmaurice, Chief Executive Officer Lorene Simpson, Finance Director Today on Tel No: 020 7466 5000 www.nordanglia.com : and thereafter on Tel No: 0161 491 4191 Sandy Fraser 0131 225 2566 Richard Evans 0161 839 4222 Brewin Dolphin Securities Ltd www.corporatefinance.brewin.co.uk Lisa Baderoon (lisab@buchanan.uk.com) Buchanan Communications: Tel No: 020 7466 5000 www.buchanan.uk.com The contents of this announcement, which have been prepared by and issued by and are the sole responsibility of Nord Anglia Education PLC ("Nord Anglia"), have been approved by Brewin Dolphin Securities Limited ("Brewin Dolphin"), solely for the purpose of section 21(2)(b) of the Financial Services and Markets Act 2000. Brewin Dolphin, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Nord Anglia and no one else in connection with the Firm Placing and the Open Offer and will not be responsible to anyone other than Nord Anglia for providing the protections afforded to customers of Brewin Dolphin nor for providing advice in connection with the Firm Placing and the Open Offer or the contents of this document or any other matter referred to herein. This press release does not constitute an offer of securities for sale in the United States. The securities referred to in this press release may not be offered or sold in the United States or to persons resident in the United States absent an exemption from registration under the US Securities Act 1933, as amended. INTRODUCTION The Company announced today an Open Offer to Qualifying Shareholders and a Firm Placing to clients of Brewin Dolphin Securities to raise, in aggregate, #10 million before expenses for the Group, together with the Acquisition of Petits Enfants for a total consideration of #3.2 million. The Acquisition will augment and strengthen the Group's Nursery Division and the fund-raising will extend the Group's capital base and support the ongoing development of the Group's three core businesses. BACKGROUND TO THE FIRM PLACING AND THE OPEN OFFER Since the appointment of Andrew Fitzmaurice as Chief Executive Officer on 28 April 2003, the Board has been engaged in a review of the Group's businesses with the objective of reorganising its operations, better to provide quality, innovation and excellence in the services it offers to its customers in three business units. The changes described below represent the outcome of that review. The Group currently has two divisions: Outsourcing and Delivery. The Outsourcing Division has two activities: undertaking contracts for services outsourced from publicly funded bodies (''contracting''); and mainly administrative services sold direct to schools (''Direct to Schools''). Delivery has two sub-divisions whose activities are: the ownership and operation of schools (''Schools Division'') and the ownership and operation of nurseries (''Nursery Division''). The reorganisation will lead to the Group's exit from the Direct to Schools business. Thereafter, the Outsourcing Division will concentrate on contracting only. The Outsourcing Division will focus on growing the profitability of existing contracts and on bidding for training and education services to the public sector. For some time, the Group's approach to tendering for outsourcing contracts has lacked overall co-ordination. The central bidding team's efforts were weakened by their responsibility for some operational duties. This team is to be reorganised, removed from all operational delivery and will report to the Chief Executive Officer. The bidding team will be freed to adopt a targeted approach to winning new contracts whilst operational teams will concentrate on quality, delivery and on raising the profitability of existing contracts. This reorganisation will be facilitated by a head office move to larger premises enabling the co-location of all aspects of business development and operational delivery. The estimated outstanding cost is #1.5 million. The current head office, which has a net book value of #1.0 million (Source: Group management accounts at 31 July 2003) will be sold once the move is completed. The Board's decision to discontinue the Direct to Schools business arises from the fact that an insufficient number of schools have been persuaded to move the provision of services from Local Education Authorities to alternative providers within the timescale anticipated by the Board. As a result, the operation will not be profitable within an acceptable timescale. Nor will it return in the short to medium term sufficient value to justify the continuing investment required of the central management resource. The Board has estimated that the total cost of closure of the Direct to Schools business will be approximately #1.0 million. The premises at Milton Keynes will be vacated and disposed of in due course. The current net book value of those premises is #709,000. (Source: Group Management Accounts as at 31 July 2003.) The Schools Division comprises twelve establishments in the UK and nine British style international schools in eight overseas countries. The UK schools possess strong asset backing as all but three operate from freehold premises. The opportunity has now arisen to consolidate the three sites of the Company's London school, two of which are freehold, one of which is leasehold, on to one major leasehold site in Chelsea. Thus the freehold premises currently occupied by the school will become surplus to requirements. The costs of refurbishing the new leasehold premises are estimated at #3.3 million. These costs will be offset by the disposals, in due course, of the freehold properties, which have a net book value of #2.9 million. (Source: Group Management Accounts as at 31 July 2003.) The international schools offer a British style education to expatriate children and, in some of the countries where they are located, to indigenous families. At present, the Group operates schools in Central and Eastern Europe and the Far East. The Board believes that there are excellent opportunities for organic growth within existing schools and that new opportunities are available for exploitation. The Group's preferred method of operation for its international schools is through a locally registered limited liability company which provides schooling for the children of the expatriate and, where appropriate, host communities on a commercial basis. However, in Budapest, Moscow and Shanghai, regulations stipulate that schools must be constituted as foundations which are unable to distribute profits to their owners or founders. Where the schools are constituted as foundations, the Group repatriates profits through the application of charges for management and other services, and it is proposed to receive additional income via royalty payments. In the case of Moscow and Budapest, a separate UK commercial company enrols a large number of students and sub-contracts their education to the appropriate school. The proposed payment of royalties is dependent upon the registration of trade marks, a process currently underway in these jurisdictions. Across the international schools, foreign currency risk is minimised by quoting school fees in either US Dollars, Euros or Sterling. Where fees are paid locally, the sum due is converted to the local currency at the exchange rate prevailing on the day of payment. Some of the international schools have a proportion of their expenditure outside the country in which they operate. In these cases, the Group's policy is gradually to move this expenditure to within each country of operation, whilst increasing fees to compensate for any resulting rise in operating costs. The Nursery Division operates within a market that is currently experiencing strong growth in the UK. This market remains highly fragmented despite the existence of several substantial chains. There are only 23 chains in the UK which are currently registered to provide more than 500 registered places. Of the leading chains, the Group's Princess Christian Nurseries is the eighth largest in the UK as measured by the number of places available (Source: Lang and Buisson: Children's Nurseries UK Market Sector Report 2003). The Princess Christian brand has existed since 1901 and the Board believes that it is recognised in its market place as delivering high quality childcare. This reputation for quality is underpinned by the Division's achievement in gaining Investor in People status and by the quality of its NVQ training scheme. The Nursery Division has an established management team who implement a tried and tested operational method. They have a track record of building the business through growth both by successful integration of acquisitions and by unit build-out in carefully targeted geographical clusters. Accordingly, the Board believes that this Division is capable of substantial growth in the medium term. It is intended to open four new build nurseries over the next two financial years, and thereafter to open three new nurseries in each financial year. The Acquisition is being made to give this growth strategy extra momentum. DETAILS OF THE ACQUISITION The Company has acquired the entire issued share capital of Petits Enfants from the Vendors for a total consideration of #3.2 million. The consideration has been settled by the payment of #2.5 million in cash, by the assumption of up to #0.2 million of Petits Enfants' debt and by the issue of up to 275,315 Consideration Shares, of which 110,126 Consideration Shares were issued on 4 September 2003 and up to a further 165,189 Consideration Shares will be issued on 5 December 2004 or thereafter. The Vendors have agreed to hold their Consideration Shares for six months following the date of allotment of any Consideration Shares (unless the Company consents otherwise) and then only to dispose of those shares in an orderly manner in conjunction with the Company for a further period of 9 months thereafter. The first tranche of the Consideration Shares will rank pari passu in all respects with the Existing Ordinary Shares except that they will not rank for the Open Offer or for any final dividend declared for the year ended 31 August 2003. Application has been made for the first tranche of Consideration Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities. It is expected that these Consideration Shares will be admitted to the Official List and that dealings will commence on the London Stock Exchange on 30 September 2003. Petits Enfants operates nine nurseries from leasehold premises in south-west London and Surrey. It offers a total of 527 places for pre-school children. The Group intends to re-brand the Petits Enfants nurseries as Princess Christian Nurseries and improve their occupancy levels and profitability. For the three years ended 31 March 2003, the audited accounts of Petits Enfants have shown the following financial track record: Year ended 31 March 2001 2002 2003 #000 #000 #000 Turnover 3,147 3,370 3,368 Operating profit 144 208 226 Profit on ordinary activities before taxation 145 186 140 Net assets 160 241 256 BENEFITS OF THE ACQUISITION The Group will benefit from the Acquisition through the immediate increase in the number of nursery units it operates in London and the South East of England. In the last two years, the Princess Christian organic growth model has been predicated on the build-out of green field nursery sites. This is a model which is difficult to implement within the M25: the high price and lack of availability of suitable freehold land is a major barrier. The identification of suitable leasehold sites for conversion is also difficult. Petits Enfants operates its business from nine leasehold sites. Thus, the Group will become a substantial player in the region where the highest fee levels are achievable. Also, the Princess Christian management approach capitalises on the operational benefits of clustering nurseries. Together with the four existing Princess Christian Nurseries owned by the Group in the Greater London area, this will make a viable and economic cluster. Following the Acquisition, the Company's nursery portfolio will comprise 58 per cent. freehold properties and 42 per cent. leasehold properties. For a relatively modest capital investment the Group will benefit from a substantial increase in scale of the nursery portfolio. CURRENT TRADING AND PROSPECTS The unaudited results of the Group for the six months ended 28 February 2003 were announced on 6 May 2003 and showed a profit before taxation of #1,835,000 (2002: #2,153,000) on turnover of #41,240,000 (2002: #41,765,000). Since the Company announced its interim results, trading has been in line with the Board's expectations and as a result the Directors expect to be able to report a satisfactory result for the year ended 31 August 2003. In the Outsourcing business, the Group has secured additional contracts for the delivery of educational services to the British Army with a sales value of approximately #500,000 this year. Overall, the Outsourcing business is progressing to expectations and the Group is preparing to bid for further substantial public sector opportunities. The Princess Christian Nurseries are performing satisfactorily as they develop from start up towards maturity, validating the Group's build-out model and in line with the expectations of the Board. Overall, the Schools Division has performed well despite the recent increases in employers' National Insurance contributions and teachers' pension costs in the UK. These costs have been offset by improved occupancy and profitability within the International Schools. The Board views the future prospects of the Group with optimism and sees opportunities for growth in all three of its core businesses provided that it maintains a financial structure giving it the flexibility to pursue and exploit opportunities as they arise. RISK RACTORS Prospective investors should carefully consider the risks described below before making a decision to invest in the Company. If any of the following risks actually occur, the Group's business, financial condition, results or future operations could be materially adversely affected and investors may lose all or part of their investment in the Company. The following list is not exhaustive and does not summarise all risks faced by the Company. Shareholders should be aware that there may be other risks associated with making an investment in the Company of which the Directors are currently unaware or which they do not currently consider to be material. The risks identified are: *Current outsourcing contracts could be terminated on the grounds of future failure by the Company to perform; *When current outsourcing contracts come up for re-tendering, the Group may be unsuccessful in securing them for a further term; *The continued roll-out of new nurseries is dependent upon the Group's ability to identify and secure viable sites; *A steady domestic economy is an important factor in enabling parents to retain the confidence and resources to invest in private day care and private education for their children; *Political and /or economic instability in the overseas countries where the Group operates international schools could affect pupil enrolments and / or the profitability of individual schools; *Major changes in employment conditions and / or tax regimes in the overseas countries in which the Group operates international schools could affect the profitability of individual schools; and *In the case of international schools constituted as foundations, the Group's ability to repatriate profits is partly dependent on appropriate royalty arrangements (or other local law compliant mechanism(s)) being put in place for the repatriation of profits DETAILS OF THE FIRM PLACING AND THE OPEN OFFER The Open Offer provides Qualifying Shareholders with the opportunity to apply for Open Offer Shares at the Issue Price and on the following basis: 1 Open Offer Share for every 11 Existing Ordinary Shares registered in their names at the close of business on the Record Date and so in proportion for any greater number of shares so registered. Entitlements to apply for Open Offer Shares will be rounded down to the nearest whole number. Fractions of New Ordinary Shares will be disregarded in the calculation of a Qualifying Shareholder's entitlement. Applications, together with payment in full, must be received by 26 September 2003. The Open Offer is conditional, inter alia, upon the passing of the Resolutions to be proposed at the Extraordinary General Meeting, notice of which is set in the Prospectus relating to these proposals, and upon Admission becoming effective by not later than 30 September 2003 or such later date, not being later than 15 October 2003, as the Company and Brewin Dolphin Securities may agree. The New Ordinary Shares to be issued in connection with the Firm Placing and the Open Offer will, when issued, rank pari passu in all respects with the Existing Ordinary Shares and rank for all future dividends declared on the Ordinary Shares, except that they will not rank for any final dividend declared for the year ended 31 August 2003. The Open Offer has been fully underwritten by Brewin Dolphin Securities. In addition the Placing Shares have been placed firm under the Firm Placing with certain institutional clients of Brewin Dolphin Securities, approximately 40 per cent. of whom are existing shareholders of Nord Anglia. Brewin Dolphin Securities is entitled to receive a commission of 2.6 per cent. of the gross funds raised under the Firm Placing and the Open Offer. All of the non-executive Directors intend to take up their pro rata entitlements under the Open Offer in full. As Kevin McNeany currently controls 26.13 per cent. of the Existing Ordinary Shares, the Board and the Company's brokers consider that, in order to encourage liquidity in the Company's Ordinary Shares by broadening its shareholder base, he should not apply for any of his entitlement to New Ordinary Shares under the Open Offer. Kevin McNeany has therefore undertaken not to apply for my entitlement and these shares have been placed firm with clients of Brewin Dolphin Securities. The other executive directors have also indicated that they will not take up their pro rata entitlements in order to allow those New Ordinary Shares to be taken up by new investors under the underwriting arrangements. USE OF PROCEEDS The Firm Placing and the Open Offer will raise net proceeds of approximately #9.3 million, after expenses. In addition, the Directors anticipate that the Company will, during the next two financial years, continue to generate substantial free cash flow from operating activities and that the Company will, within the same period, dispose of surplus freehold assets with a net book value of #7.5 million (although the precise timing of individual property receipts is uncertain). The properties planned for disposal comprise those identified under 'Background to the Firm Placing and Open Offer' above, together with a property in London which will shortly become vacant as the Group no longer offers the courses for which it has been employed. This property has a book value of #2.9 million. (Source: Group management accounts at 31 July 2003.) The Directors have identified the following specific capital requirements during the next two financial years, which they intend to finance from a combination of the above sources: * the Acquisition : #2.7 million; * the build-out of new nurseries : #4.4 million; * the consolidation and expansion of the London school : #3.3 million; * the expansion of British International Schools : #2.4 million; * the completion of the new head office : #1.5 million; * the exit from the Direct to Schools business : #0.5 million; and * ongoing capital maintenance : #2.0 million. If future free cash flow from operating activities and the proceeds of sales of surplus freehold property assets are each broadly consistent with the Directors' current expectations, and on the assumption that capital expenditure is limited to those projects specifically identified above, total Group borrowings would be substantially reduced in absolute terms over the two year period. Whereas, in the absence of the Firm Placing and the Open Offer, the Directors would either have planned for a substantial increase in Group borrowings or would have curtailed or deferred an element of capital expenditure. Accordingly, the Firm Placing and the Open Offer will provide flexibility to maintain the Group's future development and growth without excessive financial gearing. EXTRAORDINARY GENERAL MEETING An Extraordinary General Meeting of the Company is to be held at 10.30 a.m. on 29 September 2003 at the offices of Addleshaw Goddard, 100 Barbirolli Square, Manchester M2 3AB at which the Resolutions will be proposed. The Resolutions, if passed (and subject to the Underwriting Agreement becoming unconditional in all respects and not having been terminated), will have the following effects: (a) to authorise the Directors, pursuant to section 80 of the Act, to allot or agree to allot, during the period until the close of the 2004 Annual General Meeting (or, if earlier, 29 December 2004) the Placing Shares and the Open Offer Shares and, in addition, up to a further 8,871,203 Ordinary Shares. The authority will therefore relate to 3,651,199 Placing Shares and 1,904,357 Open Offer Shares and to a further 8,871,203 Ordinary Shares (representing 42.1 per cent. of the issued ordinary share capital of the Company on the Disclosure Date and 33.3 per cent. following Admission). The Directors have no present intention of allotting, or agreeing to allot, any shares under this authority, save in connection with the Firm Placing and the Open Offer; and (b) to disapply pre-emption rights, which are set out in section 89 of the Act, in relation to the allotment of equity securities (within the meaning of section 94 of the Act) for cash, such that the Directors will be empowered during the period until the close of the 2004 Annual General Meeting (or, if earlier, 29 December 2004) to allot equity securities for cash without reference to such pre-emption rights in connection with the Firm Placing and the Open Offer or in connection with rights issues, open offers or similar issues (where difficulties arise in offering shares to certain overseas shareholders and in relation to fractional entitlements) and, otherwise than in connection with the Firm Placing and the Open Offer, or a rights or similar issue, up to an aggregate nominal amount of #66,534 (being approximately 6.3 per cent. of the issued ordinary share capital of the Company on the Disclosure Date and 5 per cent. following Admission). In calculating percentages of the ordinary share capital of the Company which will be in issue immediately following Admission, no account has been taken of any additional Ordinary Shares which may be allotted prior to such completion upon the exercise of outstanding options under the Share Option Schemes. TIMETABLE Record date for entitlements under the Open 1 September Offer 2003 Latest time and date for splitting Application 3.00 p.m. on 24 September Forms 2003 Latest time and date for receipt of completed Application Forms and payment in full under the Open 3.00 p.m. on 26 September Offer 2003 Latest time and date for receipt of forms of 10.30 a.m. on 27 September proxy 2003 Extraordinary General Meeting 10.30 a.m. on 29 September 2003 Dealings expected to commence in New Ordinary 8.00 a.m. on 30 September Shares 2003 CREST accounts credited with New Ordinary 8.00 a.m. on 30 September Shares 2003 Despatch of share certificates for New Ordinary Shares by no later than 30 October 2003 It is anticipated that a prospectus setting out full details of the Firm Placing and the Open Offer and convening an Extraordinary General Meeting will be posted to shareholders today. DEFINITIONS The following definitions apply throughout this document, unless the context requires otherwise: ''Acquisition'' the acquisition of Petits Enfants ''Act'' the Companies Act 1985 (as amended) ''Admission'' admission of the New Ordinary Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities ''Application Form'' the application form enclosed with this document in connection with the Open Offer ''Approved Scheme'' the Nord Anglia Education PLC approved discretionary share option scheme ''Brewin Dolphin The Corporate Finance Division of Brewin Dolphin Securities'' Securities Limited ''Board'' or the directors of the Company at the date of this ''Directors'' document whose names are set out on page 3 of this document ''Consideration Up to 275,315 New Ordinary Shares issued or to be issued Shares'' as part of the consideration for the Acquisition ''Disclosure Date'' the close of business on 4 September 2003, the last dealing day and latest practicable date prior to the publication of this document ''Existing Ordinary the 20,947,927 existing Ordinary Shares in the issued Shares'' share capital of the Company which at the date of this document have already been admitted to the Official List and to trading on the London Stock Exchange's market for listed securities (and therefore excluding the Consideration Shares) ''Extraordinary the extraordinary general meeting of the Company General convened for Meeting'' or ''EGM'' 10.30 a.m. on 29 September 2003, notice of which is set out at the end of this document, or any adjournment of such meeting ''Firm Placing'' the firm placing of 3,651,199 New Ordinary Shares with clients of Brewin Dolphin Securities ''Issue Price'' 180 pence per New Ordinary Share ''London Stock London Stock Exchange plc Exchange'' ''New Ordinary the Consideration Shares, the Open Offer Shares and the Shares'' Placing Shares ''Nord Anglia'' Nord Anglia Education PLC or ''Company'' ''Nord Anglia Group'' the Company and its subsidiary undertakings as at the date of this or ''Group'' document or any of them as the context requires ''Northern Northern Registrars Limited Registrars'' ''Official List'' the Official List of the UK Listing Authority ''Open Offer'' the conditional invitation by the Company to Qualifying Shareholders to apply for the Open Offer Shares on the terms and conditions set out in this document and on the Application Form ''Open Offer Shares'' 1,904,357 New Ordinary Shares to be made available to Qualifying Shareholders in the Open Offer ''Ordinary Shares'' Ordinary Shares of 5p each in the Company ''Original Scheme'' the Nord Anglia Education PLC employee share option scheme ''Overseas Shareholders who have registered addresses outside the Shareholders'' UK ''Petits Enfants'' Petits Enfants Day Nurseries Limited ''Placing Shares'' the 3,651,199 New Ordinary Shares, the subject of the Firm Placing ''Qualifying Shareholders on the register of members of the Company Shareholders'' on the Record Date, other than certain Overseas Shareholders ''Record Date'' the record date for the Open Offer, being the close of business on 1 September 2003 ''Resolutions'' the ordinary and special resolutions to be proposed at the EGM ''Shareholders'' holders of Existing Ordinary Shares ''Share Option the Original Scheme, the Approved Scheme and the Schemes'' Unapproved Scheme ''UK'' or ''United Kingdom'' United Kingdom of Great Britain and Northern Ireland ''UK Listing The Financial Services Authority acting in its capacity Authority'' as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 including, where the context so permits, any committee, employee, officer or servant to whom any function of the UK Listing Authority may for the time being be delegated ''Unapproved Scheme'' the Nord Anglia Education PLC unapproved discretionary share option scheme ''Underwriting the conditional agreement dated 5 September 2003 between Agreement'' (1) Brewin Dolphin Securities and (2) the Company relating to the Firm Placing and the Open Offer (details of which are set out in paragraph 8(ix) of Part 4 of this document) ''United States'' the United States of America, its territories and possessions and any state of the United Sates of America and the District of Columbia and all other areas subject to its jurisdiction ''Vendors'' Christine Banstead, Edward Banstead, Mary Banstead, Marina Capello, Paul Mannings and Metropole International Holdings Limited This information is provided by RNS The company news service from the London Stock Exchange END ACQUVRBRORRKRRR
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