Principle Capital PartnersNordAnglia Education PLC24 October 2006 NORD ANGLIA EDUCATION PLC ('Nord Anglia' or 'the Company'): ISIN: GB0006582729 Statement re Principle Capital Partners Limited ('Principle Capital') The Board of Nord Anglia notes the announcement by Principle Capital yesterday and confirms that it has received a non-binding, highly conditional, indicative proposal from Principle Capital. On 5 October, Principle Capital announced that it was unlikely that, at the then level of Nord Anglia's share price, an offer would be made. Notwithstanding this, Principle Capital indicated to the Board of Nord Anglia on 18 October that it would consider making a cash offer for the entire issued and to be issued share capital of Nord Anglia at between 200 and 210 pence per share. This proposal was subject to, inter alia, a Board recommendation, the effective pre-sale of significant Group assets, the retention of key members of Nord Anglia's senior executive management team, due diligence and financing. The Board of Nord Anglia sought to clarify Principle Capital's intentions in discussions with representatives of Principle Capital and its advisers. Following those discussions, the Board of Nord Anglia, which has been advised by Hawkpoint Partners Limited ('Hawkpoint'), unanimously rejected the proposal on the grounds that it not only significantly undervalues the Company and its prospects, but is subject to highly conditional terms including those of financing which are in the control of neither Nord Anglia nor Principle Capital. Alan Kelsey, Chairman of Nord Anglia, commented: 'We are unable to see the benefit to Nord Anglia's shareholders of pursuing discussions with Principle Capital. The proposal significantly undervalues Nord Anglia, and the financing conditions are particularly contingent. 'The Board has a clear strategy to maximise value for all shareholders, and is actively looking to exploit substantial and attractive opportunities for the Group. Against that backdrop, this approach is unhelpful.' Note 7 of Rule 2.4 of the City Code on Takeovers and Mergers requires the Board of Nord Anglia to clarify that this announcement is being made by the Company without prior agreement with or approval from Principle Capital and that there can therefore be no certainty whether an offer will be made nor as to the terms on which an offer might be made. Nord Anglia will announce its Preliminary Results for the year ended 31 August 2006 on 15 November 2006. Further announcements will be issued as appropriate. Contacts: College Hill Anthony Parker 020 7457 2020 Gareth David The Directors of Nord Anglia accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors of Nord Anglia (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. Hawkpoint, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for Nord Anglia and no one else in relation to the matters set out herein and will not be responsible to anyone other than Nord Anglia for providing the protections afforded to clients of Hawkpoint nor for providing advice in relation to the matters set out herein. |
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