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
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