Additional ListingCash placing of 1,800,000 new ordinary shares at 265 pence per share to raiseapproximately £4.77 millionSummary Nord Anglia Education plc ('Nord Anglia Education' or the 'Company'), a leading provider of education, training and childcare, today announces the proposed placing of 1,800,000 New Ordinary Shares of 5 pence per share (the 'Placing Shares') at 265 pence per share to raise £4.77 million (the 'Placing'). The net proceeds of the Placing will enable Nord Anglia Education to accelerate a number of initiatives in its International Schools Division in the next few months. In Korea the new junior school is scheduled to open in March of this year and further expansion within this market is anticipated. The Company plans to open a new International School in Singapore in September 2007 with an initial capacity of 600 places rising to 1200 places by 2009. Further projects within Asia and the Middle East are currently under review and the Placing proceeds will give the Company the capability of pursuing attractive investments in the near term. In addition the Company has agreed to buy out the minority stake held by its partner in the Prague school, which will leave the Warsaw school as the only school not wholly owned. The Placing Shares are proposed to be placed by Investec and will be made available to eligible institutional shareholders. The Placing is not subject to shareholder approval. The Placing will be conducted in accordance with the terms and conditions set out in the Appendix to this announcement. The Placing is not underwritten. 10 January 2007 Enquiries Nord Anglia Education plc Andrew Fitzmaurice, Chief Executive Stephen Hyde, Finance Director 01283 496 587 Investec Investment Banking Keith Anderson 020 7597 5157 Nord Anglia Education (NAE) (www.nordanglia.com) Nord Anglia Education is a leading provider of education, training and childcare with three distinct operating divisions - International Schools, Nurseries and Learning Services. Nord Anglia is the only fully listed company on the London Stock Exchange that is exclusively focussed on education and training. Investec Bank (UK) Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Nord Anglia Education in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec nor for providing advice in relation to the Placing or any transaction or arrangement referred to herein. Investec can be contacted at 2 Gresham Street, London EC2V 7QP. APPENDIX: IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY Terms and Conditions of and Important Information relating to the Placing By participating in the Placing and acquiring Placing Shares in the capital of the Company placees will be deemed to have read and understood this Appendix in its entirety and to be making such offer to acquire Placing Shares on the terms and conditions, and to be providing the representations, warranties and acknowledgements, contained in this Appendix. The Placing and the terms and conditions herein, are directed exclusively at investment professionals (within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'FPO')) and high net worth companies, unincorporated associations etc (within Article 49 of the FPO) (such categories of investors being referred to as 'Relevant Persons') who are also qualified investors for the purposes of section 86 of the Financial Services and Markets Act 2000 ('FSMA'). No person other than Relevant Persons contacted by Investec may participate in the Placing or rely on any communication relating to it. Accordingly, this announcement is exempt from the general restriction set out in Section 21 of FSMA on the communication of invitations or inducements to engage in investment activity and has not been approved by a person who is authorised under the FSMA. Members of the public are not entitled to take part in the Placing and this announcement is communicated to them for the purposes of information only. The offer of the Placing Shares has not been made to the public for the purposes of the Prospectus Rules. This announcement and the terms and conditions herein must not be relied on, acted on or responded to by persons who are not Relevant Persons. This announcement and Appendix do not constitute an offer to sell or issue or solicitation of an offer to buy or subscribe for new Ordinary Shares in any jurisdiction, including, without limitation, the United Kingdom, the United States, Canada, Australia, Japan and the Republic of Ireland. This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan, the Republic of Ireland or in any jurisdiction in which such publication or distribution is unlawful. The Placing Shares referred to in this announcement have not been and will not be registered under the US Securities Act of 1933 ('the Securities Act') and may not be offered or sold within the United States absent registration or an exemption from registration. Any offering to be made in the United States will be made to qualified institutional buyers ('QIBs') within the meaning of Rule 144A under the Securities Act in compliance with Section 4(2) of the Securities Act. The Placing Shares are to be offered and sold outside the United States in accordance with Regulation S under the Securities Act. The distribution of this announcement and the placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. Persons to whose attention this announcement has been drawn are required by the Company and Investec to inform themselves about and to observe any such restrictions. Any acquisition or application for Ordinary Shares by placees should only be made on the basis of information contained in this document. The Placing Under the Placing, Investec, on behalf of the Company, has agreed to use its reasonable endeavours to place 1,800,000 New Ordinary Shares of 5 pence each at the Placing Price to raise approximately £4.77 million (or approximately £4.57 million net of expenses). Prospective Placees will be contacted by Investec to invite them to submit a bid in the Placing process. If a bid is successful, the Placee's allocation will be confirmed to it orally following the close of the Placing process, and a conditional contract note will be dispatched as soon as possible thereafter. Investec's oral confirmation to the Placee after the Placing process has closed in connection with this announcement will constitute a legally binding commitment upon the Placee to subscribe for the number of Placing Shares allocated to it on the terms and conditions set out in this Appendix. Investec is arranging the Placing as agents of the Company. Participation will only be available to persons invited to participate by Investec. Terms of the Placing Agreement Pursuant to the Placing Agreement, Investec has agreed to use its reasonable endeavours to place the Placing Shares with placees selected by it. The Placing is conditional on, inter alia, the admission of the Placing Shares to the Official List of the UK Listing Authority (the 'Official List') and to trading on the London Stock Exchange's market for listed securities becoming effective by 8.00 am on 15 January 2007 (or by such later time and date as Investec and the Company may agree but not later than 8.00 am on 17 January 2007). It is also conditional on the Placing Agreement dated 10 January 2007 made between the Company and Investec having become unconditional and not having been terminated in accordance with its terms prior to Admission. If the conditions of the Placing Agreement are not fulfilled or waived on or before 8.00 am on 15 January 2007 (or such later time and date as the Company and Investec may agree, being no later than 8.00 am on 17 January 2007) the Placing will not become unconditional and any placing monies paid in advance will be returned to the Placees, without interest, as soon as practicable thereafter. Application will be made to the UK Listing Authority for the admission of the Placing Shares to the Official List and to the London Stock Exchange for the admission of the Placing Shares to trading on the London Stock Exchange's market for listed securities. It is expected that admission will become effective and that dealings in the Placing Shares on the London Stock Exchange will commence on 15 January 2007. The Placing has not been underwritten. The Placing Shares will be issued credited as fully paid and will rank pari passu in all respects with Nord Anglia Education's existing ordinary shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. No final dividend of the Company for the year ended 31 August 2006 has been declared. Following admission of all the Placing Shares the Company will have 39,799,604 ordinary shares with voting rights in issue. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Nord Anglia Education under the FSA's Disclosure and Transparency Rules. In consideration of its services in connection with the Placing, the Company will pay to Investec a commission of a certain percentage of the aggregate value, at the Placing Price, of the Placing Shares. The Placing Agreement contains warranties given by the Company with respect to the Group, its businesses and certain matters connected with the Placing. Investec is entitled to terminate the Placing Agreement in certain circumstances prior to Admission, principally in the event that any of the warranties contained therein are, or become, materially untrue, inaccurate or misleading or if an event of force majeure arises. In addition, the Company has given an indemnity to Investec in respect of, amongst other things, the performance by Investec of its services in connection with the Placing and the application on behalf of the Company for Admission. The exercise by Investec of any right of termination under the Placing Agreement shall be within its absolute discretion and Investec shall not have any liability to any Placee, or any other person for whom any Placee is subscribing Placing Shares, in respect of any decision which it may make as to whether or not to exercise any right of termination or any of their other rights under the Placing Agreement. General These terms and conditions apply to persons making an offer to subscribe for Placing Shares under the Placing. Each person to whom these conditions apply, as described above, who confirms his agreement to Investec to subscribe for Placing Shares (which may include Investec and/or its nominee(s)) hereby agrees with Investec and the Company to be bound by these terms and conditions as being the terms and conditions on which the Placing Shares will be issued under the Placing. A Placee shall, without limitation, become so bound if Investec confirms to it (i) the Placing Price and (ii) its allocation (the 'Confirmation '). Conditional on (i) Admission occurring on 15 January 2007 or such later date as the Company, Investec may agree (not being later than 17 January 2007), and (ii) the Confirmation, each Placee agrees to subscribe for the number of Placing Shares allocated to it, at the Placing Price. To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights a Placee may have. A conditional contract note will be dispatched as soon as possible following the Confirmation. Each Placee undertakes to pay the Placing Price for the Placing Shares issued to such Placee on a delivery versus payment ('DVP') basis within CREST as shall be directed by Investec. Liability for stamp duty and stamp duty reserve tax is described below. In the event of failure by any Placee to pay as so directed, the relevant Placee shall be deemed hereby to have appointed Investec or any nominee of Investec to sell (in one or more transactions) any or all of the Placing Shares in respect of which payment shall not have been made as directed by Investec and to indemnify Investec and the Company against any costs thereby incurred or loss thereby suffered. This announcement is the sole responsibility of the Company. Investec is acting as financial adviser and broker to the Company and to no other person in relation to the Placing. Investec will not be responsible to any person other than the Company for providing the protections afforded to the customers of Investec nor for advising any person other than the Company on the transactions and arrangements referred to in this announcement. No offering document or prospectus has been or will be submitted to be approved by the UKLA in relation to the Placing and the Placees' commitments will be made solely on the basis of the information contained in this announcement. Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of Investec or the Company and neither Investec or the Company will be liable for any Placee's decision to accept this invitation to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation. By participating in the Placing, each Placee irrevocably represents, warrants and undertakes to Investec (for itself and as agent of the Company) that: it and/or each person on whose behalf it is participating (in whole or in part) in the Placing or to whom it allocates its Placing Shares in whole or in part: has the capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations; and has fully observed all laws of relevant jurisdictions and obtained all necessary governmental or other consents in either case which may be required in relation to the subscription by it of Placing Shares; it is not a person who is resident in, or a citizen of, the United States, Canada, Australia, the Republic of Ireland or Japan (or an agent or nominee of such a person) or a corporation, partnership or other entity organised under the laws of any such jurisdiction (or an agent or nominee of such a person); it is a Relevant Person and a qualified investor for the purposes of section 86 of FSMA; in agreeing to subscribe for Placing Shares it has received and read this announcement including this Appendix and is not relying on any information, representation or warranty relating to the Placing, the Placing Shares or the Company other than as contained in this document and it has not relied on and is not relying on any representation or warranty or agreement by Investec or the Company or any of their respective directors, employees or agents or any other person except as set out in the express terms herein; save where either Investec has been given prior written notice to the contrary, in participating in the Placing it is acting as principal and for no other person and that its acceptance of that participation will not give any other person a contractual right to require the issue by the Company of any of the Placing Shares; it irrevocably confirms Investec's discretion with regard to the Placing Agreement and agrees that Investec shall not owe it any fiduciary duties in respect of any claim it may have relating to the Placing; it acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any State of the United States, that the relevant clearances have not been and will not be obtained from the Securities Commission of any province of Canada and that the Ordinary Shares have not been and will not be registered under the securities laws of Australia, the Republic of Ireland or Japan and, therefore, the Placing Shares may not, subject to certain exceptions, be directly or indirectly offered or sold in the United States, Canada, Australia, the Republic of Ireland or Japan; it acknowledges and agrees that neither it nor any affiliate, nor any person acting on its or any affiliate's behalf, has or will offer, sell, take up, renounce, transfer or deliver directly or indirectly any Placing Shares within the United States, Canada, Australia, the Republic of Ireland or Japan or offer, sell, take up, renounce, transfer or deliver in favour of a resident of the United States, Canada, Australia, the Republic of Ireland or Japan; it has not offered or sold and will not offer or sell any Placing Shares in the United Kingdom prior to Admission except in circumstances which have not resulted and will not result in an obligation to publish an approved prospectus arising under section 85(1) of the FSMA or a breach of such section; it has complied with all relevant laws of all territories, or obtained all requisite governmental or other consents which may be required in connection with its participation in the Placing; that it has complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Investec, the Company or any of their respective directors, officers, agents, employees or advisors acting in breach of the legal and regulatory requirements of any territory in connection with the Placing or its application; that it is not in a territory in which it is unlawful to make an offer to subscribe for Placing Shares; and that it will pay any issue or other taxes due under any relevant non-UK laws; it acknowledges and agrees in connection with its participation in the Placing that Investec is not acting for it in relation to the Placing or otherwise and that Investec will not have any duties or responsibilities to it for providing the protections afforded to their customers or for advising it with regard to the Placing or the Placing Shares, nor do the contents of this announcement constitute the giving of investment advice by Investec to it and nor does it expect Investec to have a duty to it similar or comparable to the 'best execution', 'suitability' and 'risk warnings' rules of The Financial Services Authority; it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for Placing Shares and to perform its obligations as set out herein; save where Investec has been given prior written notice to the contrary, it is not a person falling within subsections (6), (7) or (8) of sections 67 or 70 or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986 (or an agent or nominee of such person); save where Investec has been given prior written notice to the contrary, the issue of Placing Shares to it (whether as principal, agent or nominee) will not be subject to stamp duty or stamp duty reserve tax at the increased rates referred to in sections 67 or 93 (Depositary Receipts) or sections 70 or 96 (Clearance Services) of the Finance Act 1986; in the case of a person who confirms to Investec on behalf of a Placee an agreement to subscribe for Placing Shares and/or who settle with Investec on a DVP basis, that person represents and warrants that he has authority to do all such acts on behalf of the Placee; to the extent that a Placee is subscribing for Placing Shares on behalf of a third party and prior written notice of such matter has been given to Investec as contemplated by paragraph (e) of this appendix: such Placee has carried out applicable procedures to verify the identity of such third party for the purposes of the Money Laundering Regulations 2003 (the ' Regulations'); such Placee has complied fully with its obligations pursuant to the Regulations; and such Placee will provide Investec on demand with any information it might require for the purposes of verification under the Regulations; it is aware of, has complied with and will comply with its obligations in connection with money laundering under the Proceeds of Crime Act 2002 and insider dealing under the Criminal Justice Act 1993; it acknowledges that the issue of the Placing Shares to it will be issued subject to the terms and conditions set out herein; it has read this announcement; it acknowledges that no offering document or prospectus has been prepared in connection with the placing of the Placing Shares; it acknowledges that the content of this announcement is exclusively the responsibility of the Company and that neither Investec, nor any person acting on its behalf is responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise; and it has not received a prospectus or other offering document and has not relied on any information other than information contained in this announcement or any information previously published by or on behalf of the Company and acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. In the event that a Placee is not able to give the warranties in (m) and (n) above, stamp duty or stamp duty reserve tax may be chargeable or may be chargeable at a higher rate. Neither Investec, nor the Company will be responsible for any resulting liability to stamp duty or stamp duty reserve tax, which shall be for the account of the Placee and in respect of which the Placee agrees to indemnify, and keep indemnified, Investec and the Company. Each Placee irrevocably appoints any duly authorised officer of Investec as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares offered to it. Settlement of the transactions in the Placing Shares following Admission will take place within the CREST system against Investec's CREST account 331. Investec will endeavour to meet the demands of those Placees indicating that they wish to hold their Placing Shares in certificated form. In the case of a joint agreement to subscribe for Placing Shares, references to a Placee in these terms and conditions are to each Placee who is a party to such agreement and each such Placee's liability is joint and several. These terms and conditions and all documents and agreements into which these terms and conditions are incorporated by reference or otherwise validly form a part will be governed by and construed in accordance with English law. For the exclusive benefit of Investec and the Company, each Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against the Placee in another jurisdiction. This information is provided by RNS The company news service from the London Stock Exchange |
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