Offer Update

    RNS Number : 4917B
  Baring Private Eqty Asia IV Hldg(7)
  18 August 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
    18 August 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 WHOLLY UNCONDITIONAL, COMPULSORY ACQUISITION OF SHARES, CANCELLATION OF TRADING AND DELISTING
    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. It was announced on 29 July 2008
that the Offer had become unconditional as to acceptances.
    Offer wholly unconditional
    Premier BidCo is pleased to announce that the remaining conditions (b) to (j) (inclusive) set out in Appendix I to the Offer Document
have now been satisfied and, accordingly, that the Offer is wholly unconditional.
    The Offer remains open for acceptance until further notice and 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. 
    Consideration in respect of valid acceptances received by the date of this announcement will be sent by 1 September 2008. Consideration
in respect of valid acceptances received after the date of this announcement but while the Offer remains open for acceptance will be sent
within 14 days of such acceptances being received. 
    Compulsory acquisition
    As at 5.00 p.m. (London time) on 15 August 2008, being the latest practicable date prior to the making of the announcement Premier BidCo
held, or had received valid acceptances of the Offer in respect of, a total of 36,564,628 Nord Anglia Shares, representing approximately
91.43 per cent. in nominal value and in voting rights of the Nord Anglia Shares to which the Offer relates.
    Consequently, Premier BidCo is entitled to implement the procedure under Chapter 3 of Part 28 of the Companies Act 2006 to compulsorily
acquire all of the outstanding Nord Anglia Shares which it does not already hold or has not already acquired, contracted to acquire or in
respect of which it has not already received valid acceptances. Accordingly, compulsory acquisition notices pursuant to Section 979 of the
Companies Act 2006 will be despatched shortly to Nord Anglia Shareholders who have not yet validly accepted the Offer.
    Cancellation of trading and delisting
    Premier BidCo has by virtue of its shareholdings and acceptances of the Offer acquired, or agreed to acquire, issued share capital
representing at least 75 per cent. of the voting rights of Nord Anglia and accordingly notice is hereby given that the 20 Business Day
notice period referred to in the Offer Document for cancellation of: (a) the trading in Nord Anglia Shares on the London Stock Exchange's
market for listed securities ("cancellation of trading") and (b) the listing of Nord Anglia Shares on the official list of the Financial
Services Authority ("delisting") has now commenced. It is expected that such cancellation of trading and delisting will take effect on or
after 16 September 2008.
    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 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.

This information is provided by RNS
The company news service from the London Stock Exchange
 
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