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Annual Report for the Twelve Months Ended 31 August 2012

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Annual Report for the Twelve Months Ended 31 August 2012 Annual Report for the twelve months ended 31 August 2012 Nord Anglia Education (UK) Holdings PLC (the “Issuer”) 7 December 2012 Introduction On 28 March 2012, Nord Anglia Education (UK) Holdings plc (the “Issuer”) issued its 10.25% Senior Secured Notes due 2017 (the “Notes”) pursuant to an indenture dated 28 March 2012 among the Issuer, Citicorp International Limited as Trustee and Security Agent, Citibank N.A. London Branch as Paying Agent and Transfer Agent and Citigroup Global Markets Deutschland AG as Registrar (as amended or supplemented, the “ Indenture” ). Capitalised terms used herein that are not otherwise defined have the meanings given to such terms in the Indenture. Section 4.03(a)(1) of the Indenture requires, so long as any Notes are outstanding, the Issuer to furnish to the Trustee (who at the Issuer’s expense will furnish by mail to the Holders) and post on the website https://sf.citidirect.com , within 120 days following the end of the fiscal year beginning with the fiscal year ended 31 August 2012, annual reports containing: (i) information that is substantially comparable in all material respects to the sections in the Offering Memorandum entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Business” and “Description of Other Material Indebtedness and Certain Financing Arrangements”; (ii) the audited consolidated balance sheet of the Issuer as of the end of the most recent fiscal year and audited consolidated income statements and statements of cash flow of the Issuer for the most recent two fiscal years, including appropriate footnotes to such financial statements, for and as of the end of such fiscal years and the report of the independent auditors on the financial statements and (iii) calculations of Consolidated EBITDA and Consolidated Interest Expense, in each case, for such fiscal year. This Annual Report as of and for the twelve months ended 31 August 2012 and the audited consolidated financial statements of the Issuer for the year ended 31 August 2012 included at Appendix 1 are published to comply with the reporting requirements in the Indenture. In this Annual Report, references to “FY2011”, “FY2012” and “FY2013” refer to the twelve month periods ended 31 August 2011, 31 August 2012 and 31 August 2013, respectively. Forward-Looking Statements This Annual Report may include forward-looking statements. All statements other than statements of historical fact contained in the Annual Report, including, without limitation, those regarding the future financial position and results of operations, strategy, plans, objectives, goals and targets, future developments in the markets in which the Issuer and its consolidated subsidiaries (together “Nord Anglia Education” ) participate or seek to participate, and any statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “will”, “may”, “anticipate”, “seek”, “should” or similar expressions or the negative thereof, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of Nord Anglia Education, which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future business strategies and the environment in which Nord Anglia Education will operate in the future. Actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. All forward-looking statements in this document are based on information available to Nord Anglia Education as of the date of the Annual Report and Nord Anglia Education assumes no obligation to update any such forward-looking statements. Presentation of Financial Information The selected consolidated financial information of the Issuer presented in this Annual Report has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ( “IFRS” ) and International Financial Reporting Interpretations Committee interpretations applicable to companies reporting under IFRS. However, please note that this Annual Report does not necessarily include all disclosure required by IFRS. The consolidated financial information included herein does not include all the information and disclosure required in the annual consolidated financial statements, and should therefore be read in conjunction with the Issuer’s annual consolidated financial statements as at 31 August 2012. Detailed information regarding the accounting policies used for preparing the financial information included in this Annual Report is provided in Note 1 to the Issuer’s annual consolidated financial statements for the year ended 31 August 2012. 2 In this Annual Report, reference is made to “EBITDA”, “Adjusted EBITDA” and “Adjusted Revenue”. EBITDA, Adjusted EBITDA and Adjusted Revenue are non-GAAP measures and are not required by or presented in accordance with IFRS. EBITDA is defined as operating profit plus depreciation, amortisation, impairment of assets and exceptional expenses. Adjusted EBITDA is defined as EBITDA adjusted for the impact of acquisitions and dispositions (i.e. assuming that the acquisition or disposition occurred at the beginning of the relevant period) and to exclude certain items that we believe are not related to our normal operations. Adjusted Revenue is defined as Revenue adjusted for the impact of acquisitions and dispositions (i.e. assuming that the acquisition or disposition occurred at the beginning of the relevant period). We use EBITDA, Adjusted EBITDA and Adjusted Revenues as supplemental financial measures of our operating performance. EBITDA, Adjusted EBITDA and Adjusted Revenue should not be considered in isolation or construed as an alternative to cash flows, net income or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities. EBITDA, Adjusted EBITDA and Adjusted Revenues presented herein may not be comparable to similarly titled measures presented by other companies and Investors should also note that EBITDA and Adjusted EBITDA presented are calculated differently from “Consolidated EBITDA” as defined and used in the Indenture governing the Notes. Important Note This Annual Report has been prepared exclusively by us for any holder of the Notes or any prospective investor in accordance with Section 4.03 of the Indenture. You are authorised to use this Annual Report solely for the purpose of evaluating your investment in the Notes. Neither the delivery of, nor access to, this Annual Report implies that any information set forth in this Annual Report is correct as of any date after the date of this Annual Report, in whole or in part, and you may not disclose any of the contents of this Annual Report or use any information herein for any purpose other than evaluating your investment in the Notes. You agree to the foregoing by accepting delivery of, or access to, this Annual Report. 3 1. BUSINESS Overview We are a leading global operator of premium private schools for K-12 students in Asia, Switzerland, Central Europe and the Middle East (“Premium Schools”). We operate in markets characterised by strong wealth creation, significant FDI and economic growth. The two main drivers of our business are increasing globalisation and a growing emphasis by parents on high quality education for their children. In addition to our Premium Schools, we provide educational services to governments in the Middle East, the United Kingdom and Asia ( “Learning Services” ). In FY2012, our Premium Schools accounted for 84.7% and 88.6% of our Adjusted Revenues and Adjusted EBITDA before central and regional expenses, respectively. Learning Services accounted for 15.3% and 11.4% of our Adjusted Revenues and Adjusted EBITDA before central and regional expenses, respectively. Premium Schools We own and operate 13 premium schools in 11 locations in Asia, Switzerland and Central Europe. In addition, we operate the British International School Abu Dhabi (“BISAD” ) in the Middle East, 49% of which is owned by an affiliate of our parent company. On 28 September 2012, we signed a definitive agreement to acquire the 49% interest in the school from the affiliate of our parent company. Completion of the acquisition, which is subject to the satisfaction of several conditions precedent, is expected before the end of 2012.1 In FY2012, our schools in China, Switzerland and Central Europe contributed approximately 67.8%, 18.8% and 13.4% of our Premium Schools’ Adjusted EBITDA, respectively. Our schools in China primarily serve expatriates and our schools in Thailand, Switzerland, Central Europe and the Middle East serve both expatriates and affluent local families. Our overall student mix is 78% expatriates and 22% local students. Our Premium Schools are not directly exposed to government funding risk as all of their revenues are derived from private sources, of which employers contribute approximately 58%. As of 18 November 2012, our enrolment was 9,747 students and our capacity was 12,472 places representing a utilisation rate of 78%. Learning Services We provide targeted education-related services to governments,
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