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Nord Anglia Education, Inc. Form 20-F/A Filed 2017-06-09

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Nord Anglia Education, Inc. Form 20-F/A Filed 2017-06-09 SECURITIES AND EXCHANGE COMMISSION FORM 20-F/A Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) [amend] Filing Date: 2017-06-09 | Period of Report: 2016-08-31 SEC Accession No. 0001104659-17-038436 (HTML Version on secdatabase.com) FILER Nord Anglia Education, Inc. Mailing Address Business Address 12TH FLOOR, ST. GEORGE'S12TH FLOOR, ST. GEORGE'S CIK:1492966| IRS No.: 000000000 | State of Incorp.:E9 | Fiscal Year End: 0831 BUILDING BUILDING Type: 20-F/A | Act: 34 | File No.: 001-36356 | Film No.: 17903339 NO. 2 ICE HOUSE STREET NO. 2 ICE HOUSE STREET SIC: 8200 Educational services CENTRAL K3 0000 CENTRAL K3 0000 852 3951-1100 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F/A AMENDMENT NO. 1 (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 or x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number: 001-36356 NORD ANGLIA EDUCATION, INC. (Exact name of Registrant as specified in its charter) N/A (Translation of Registrants name into English) Cayman Islands (Jurisdiction of incorporation or organization) Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Level 12, St. Georges Building, 2 Ice House Street, Central, Hong Kong (Address of principal executive offices) Andrew Fitzmaurice, Chief Executive Officer Tel: +852 3951 1100 E-mail: [email protected] Level 12, St. Georges Building 2 Ice House Street Central, Hong Kong (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Ordinary shares, par value $0.01 per share The New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Table of Contents Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report. 104,121,876 ordinary shares, par value $0.01 per share, as of August 31, 2016. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes o No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. o Yes x No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer x Non-accelerated filer o Emerging growth company x If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP o International Financial Reporting Standards as issued Other o by the International Accounting Standards Board x If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. o Item 17 o Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. o Yes o No Table of Contents EXPLANATORY NOTE Nord Anglia Education, Inc. (the Company) is filing this Amendment No. 1 (this Amendment) to its annual report on Form 20-F for the fiscal year ended August 31, 2016 (the Original Form 20-F) filed with the SEC on November 29, 2016 (the Original Filing Date). This Amendment amends Item 7 and Item 18 of the Original Form 20-F to disclose a related-party transaction Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document that occurred during the Companys fiscal year ended August 31, 2015. The amendment to Item 18 consists of the addition of the following Note 29(i) to the Companys audited consolidated financial statements included in this Amendment: During the year ended August 31, 2015, Premier Education Holdings Limited made discretionary payments in cash to key management personnel and a non-executive director, totaling $12.8 million. The payments were made to incentivize certain key management personnel not to sell their shares. The Group was not party to, and incurred no liability in respect of, these payments. In accordance with IFRS these payments are not required to be recorded in the Groups Consolidated Income Statement, Consolidated Statement of Comprehensive Income/(Loss) or the Consolidated Balance Sheet. Disclosure of this transaction was not included in the August 31, 2015 and August 31, 2016 consolidated financial statements. The Group considers that this should have been disclosed as a related party transaction in the August 31, 2015 consolidated financial statements and with respect to the comparative period in the August 31, 2016 consolidated financial statements. The Group has corrected the disclosure by revising the consolidated financial statements. As required by Rule 12b-15 under the Exchange Act, updated certifications of our principal executive officer and our principal financial officer are being filed as exhibits to this Amendment. This Amendment also includes a new Exhibit 15.1, which contains the consent of our independent registered public accounting firm with respect to this Amendment. This Amendment speaks as of the Original Filing Date and, except as specifically provided above, this Amendment does not amend, update or restate any other items or sections of the Original Form 20-F and does not reflect events occurring after the Original Filing Date. The filing of this Amendment, and the inclusion of newly executed certifications, should not be understood to mean that any other statements contained in the Original Form 20-F are true and complete as of any date subsequent to the Original Filing Date. Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders Please refer to Item 6. Directors, Senior Management and EmployeesE. Share Ownership. B. Related Party Transactions In June 2015, Premier Education Holdings made discretionary cash payments to Andrew Fitzmaurice, Chief Executive Officer and Director of the Company, Graeme Halder, Chief Financial Officer and Director of the Company, Philippe Lagger, Corporate Development Director of the Company, and Alan Kelsey, Chairman of the Board, in the amounts of approximately US$10,600,000, US$1,100,000, US$450,000 and US$44,000 respectively. The payments were made to incentivize certain key management personnel not to sell their shares. The Company was not party to these payments and incurred no liability in respect of these payments. C. Interests of Experts and Counsel Not applicable. Table of Contents Item 18. Financial Statements The audited consolidated financial statements as required under Item 18 are attached hereto starting on page F-1 of this annual report. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 19. Exhibits Exhibit Number Description of Document 1.1 Seventh Amended and Restated Memorandum and Articles of Association of Nord Anglia Education, Inc.
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