Offer Update

    RNS Number : 0652A
  Baring Private Eqty Asia IV Hldg(7)
  29 July 2008
   

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND OR ANY
OTHER RESTRICTED JURISDICTION 
    FOR IMMEDIATE RELEASE
    29 July 2008
    Recommended cash offer 
    for
    Nord Anglia Education PLC 
    by 
    Premier Education (UK) BidCo Limited
a company formed at the direction of The Baring Asia Private Equity Fund IV, L.P.
    OFFER UNCONDITIONAL AS TO ACCEPTANCES
    It was announced on 4 July 2008 that The Baring Asia Private Equity Fund IV, L.P. ("Baring") and the Board of Nord Anglia Education PLC
("Nord Anglia") had reached agreement on the terms of a recommended cash offer to be made by Premier Education (UK) BidCo Limited ("Premier
BidCo") for the entire issued and to be issued ordinary share capital of Nord Anglia, other than the ordinary shares held, or which become
held, in treasury by Nord Anglia. The Offer Document was posted to Nord Anglia Shareholders on 7 July 2008.
    The Board of Premier BidCo is now pleased to announce that the acceptance condition set out in paragraph 1(a) of Appendix I to the Offer
Document has been satisfied and that the Offer has become unconditional as to acceptances. The Offer will remain open until further notice.
    The Offer remains subject to the terms and conditions set out in the Offer Document and, for those Nord Anglia Shareholders holding
their shares in certificated form (that is, not in CREST), the Form of Acceptance. Except with the consent of the Panel, the remaining
conditions (b) to (j) (inclusive) set out in Appendix I to the Offer Document must be satisfied as at, or waived (where possible) on or
before, 18 August 2008.
    Level of acceptances and ownership
    As at 1.00 p.m. (London time) on 28 July 2008, being the closing date of the Offer, valid acceptances of the Offer had been received in
respect of a total of 26,221,966 Nord Anglia Shares, representing approximately 65.6 per cent. of the existing issued share capital of Nord
Anglia (the "Valid Acceptances").
    Furthermore, as at 1.00 p.m. (London time) on 28 July 2008, Premier BidCo held 10,037,101 Nord Anglia Shares, representing approximately
25.1 per cent. of the existing share capital of Nord Anglia. These Nord Anglia Shares were acquired by Premier BidCo on 7 July 2008 and
include 4,659,386 Nord Anglia Shares, representing 11.6 per cent. of the existing issued share capital of Nord Anglia, acquired from those
persons listed in Part A of the Appendix to this announcement who had given Premier BidCo an irrevocable undertaking to accept the Offer and
also 3,542,092 Nord Anglia Shares, representing 8.9 per cent. of the existing issued share capital of Nord Anglia, acquired from those
persons listed in Part B of the Appendix to this announcement who had given Premier BidCo a non-binding letter of intent to accept the
Offer.
    Accordingly as at 1.00 p.m. (London time) on 28 July 2008, Premier BidCo held or had received Valid Acceptances in respect of an
aggregate of 36,259,067 Nord Anglia Shares, representing approximately 90.7 per cent. of the existing share capital of Nord Anglia. As a
result, the Offer has become unconditional as to acceptances.
    On the basis of information available from acceptances, and confirmations received by Premier BidCo from those Nord Anglia Shareholders
who gave either an irrevocable undertaking or a non-binding letter of intent to accept the Offer, of the Valid Acceptances: 
    - an aggregate of 6,595,720 Nord Anglia Shares, representing approximately 16.5 per cent. of the existing issued share capital of Nord
Anglia, were subject to irrevocable undertakings to accept the Offer; and
    - an aggregate of 5,025,508 Nord Anglia Shares, representing approximately 12.6 per cent. of the existing issued share capital of Nord
Anglia, were the subject of non-binding letters of intent to accept the Offer.
    Full details of the irrevocable undertakings are set out in the Offer Document and details of Nord Anglia Shares acquired by Premier
BidCo on 7 July 2008 that were previously subject to an irrevocable undertaking or a non-binding letter of intent are set out in Parts A and
B of the Appendix to this announcement. Valid Acceptances have now been received pursuant to all the irrevocable undertakings and
non-binding letters of intent.
    Save as disclosed in this announcement, neither Baring, Premier BidCo nor, so far as Baring or Premier BidCo are aware, any person
acting or deemed to be acting in concert with Baring or Premier BidCo has any interest in, has any right to subscribe to, holds any short
position (whether conditional or absolute and whether in money or otherwise) in relation to, has borrowed or has lent any relevant
securities of Nord Anglia. For these purposes "relevant securities of Nord Anglia" means any Nord Anglia Shares or any securities
convertible or exchangeable into Nord Anglia Shares.
    Further acceptances
    Nord Anglia Shareholders who have not yet accepted the Offer are encouraged to do so as soon as possible. Full details of how to accept
the Offer are set out in the Offer Document and, for Nord Anglia Shares held in certificated form (that is, in CREST), the accompanying Form
of Acceptance.
    Terms defined in the Offer Document shall have the same meanings in this announcement (including the Appendix) unless otherwise
indicated.

 Enquiries: 
 UBS Investment Bank (financial adviser to Baring)    Tel: [phone]

 Liam Beere
 Thomas Onions

 Gavin Anderson (PR adviser to Baring)                Tel: [phone]
                                                       
 Fergus Wylie

    

    This announcement is not intended to and does not constitute, or form part of, any offer to sell or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction
pursuant to this announcement or otherwise. The Offer Document contains the full terms and conditions of the Offer, including details of how
the Offer may be accepted. Any acceptance or other response to the Offer should be made solely on the basis of the information in the Offer
Document.
    UBS Limited is acting exclusively for Baring and no*one else in connection with the Offer and will not be responsible to anyone other
than Baring for providing the protections afforded to clients of UBS Limited or for providing advice in relation to the Offer or any other
matters referred to in this announcement.
    The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of the Offer to persons not
resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are
citizens. Such persons should inform themselves about and observe any applicable legal or regulatory requirements.
    The Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or any means or
instrumentality (including, but not limited to, facsimile, e*mail or other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or other securities exchange of, the United States, Australia, New Zealand or
any other Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or otherwise from within the
United States, Australia, New Zealand or any other Restricted Jurisdiction.  
    Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in, into or from the
United States, Australia, New Zealand or any other Restricted Jurisdiction. Persons receiving this announcement (including, without
limitation, custodians, nominees and trustees) must not distribute, mail or send it in, into or from the United States, Australia, New
Zealand or any other Restricted Jurisdiction, and so doing may render any purported acceptance of the Offer invalid. Any person (including,
without limitation, any custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual commitment or
legal obligation to, forward this announcement and/or the Offer Document and/or any related document to any jurisdiction should inform
themselves of, and observe, any applicable legal requirements of their jurisdiction.
    This announcement has been prepared in accordance with English law and the Takeover Code and information disclosed may not be the same
as that which would have been prepared in accordance with the laws of jurisdictions outside of England.
    

    Appendix
    Part A (Nord Anglia Shares acquired by Premier BidCo that were previously subject to an irrevocable undertaking):
 Nord Anglia Shareholders  No. of Nord Anglia    Per cent. of existing issued share capital
                           Shares                of Nord Anglia
 Principal Capital         2,738,568             6.8
 Moore Macro, L.P.         1,127,232             2.8
 Canada Life Limited       793,586               2.0
 TOTAL                     4,659,386             11.6
    
Part B (Nord Anglia Shares acquired by Premier BidCo that were previously subject to a non-binding letter of intent):

    
 Nord Anglia Shareholders      No. of Nord Anglia  Per cent. of existing issued share capital
                                           Shares                              of Nord Anglia
 Aberforth Partners LLP                 2,542,587                                         6.4
 JP Morgan Asset Management               999,505                                         2.5
 TOTAL                                  3,542,092                                         8.9



This information is provided by RNS
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