Pre-emption Offers to Shareholders

The London Borough of Bromley2008-07-282008-07-072008-07-09BR34TU-0.03966651.408954BR3 4TUTSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk58760563507
PREMIER EDUCATION (UK) BIDCO LIMITED

(Company Number 6590933)

Notice is hereby given that, by means of the formal offer document dated and posted on 7 July 2008 (the “ Offer Document ”), a recommended cash offer (the “ Offer ”) by Premier Education (UK) BidCo Limited (“ Premier BidCo ”) has been made to acquire the entire issued and to be issued ordinary shares of 5 pence each, other than shares held, or which become held in treasury, not already held by Premier BidCo in Nord Anglia Education PLC (“ Nord Anglia ”). Premier BidCo is a company formed at the direction of The Baring Asia Private Equity Fund IV, L.P. Terms defined in the Offer Document have the same meaning in this notice.

The Offer is 460 pence in cash for each Nord Anglia Share. The Offer values the entire issued and to be issued share capital of Nord Anglia, excluding shares held in treasury, at approximately £190 million.

The Offer is made by means of the Offer Document and is made to all holders of Nord Anglia Shares, including those to whom the Offer Document is not being despatched .

This notice does not constitute, and must not be construed as, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities, pursuant to the Offer or otherwise. The Offer is being made solely by the Offer Document and, in the case of Nord Anglia Shareholders holding Nord Anglia Shares in certificated form, the Form of Acceptance accompanying the Offer Document, which contain the full terms and conditions of the Offer (including details of how the Offer may be accepted). Nord Anglia Shareholders should read the Offer Document and, in the case of Nord Anglia Shareholders holding Nord Anglia Shares in certificated form, the Form of Acceptance as they contain important information. Nord Anglia Shareholders who accept the Offer may rely only on the Offer Document and, in the case of Nord Anglia Shareholders holding Nord Anglia Shares in certificated form, the Form of Acceptance for all the terms and conditions of the Offer.

The Offer Document and the Form of Acceptance relating to the Offer may be inspected, and copies thereof may be obtained, during normal business hours from Capita Registrars, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

The Directors of Nord Anglia, who have been so advised by Hawkpoint, have stated that they consider the terms of the Offer to be fair and reasonable. In providing advice to the Directors of Nord Anglia, Hawkpoint has taken into account the commercial assessments of the Directors of Nord Anglia. Accordingly, the Directors of Nord Anglia have unanimously recommended that Nord Anglia Shareholders accept the Offer as they have irrevocably undertaken to do in respect of their own beneficial holdings amounting in aggregate to 55,000 Nord Anglia Shares, representing approximately 0.1 per cent. of Nord Anglia’s issued share capital.

Acceptances of the Offer should be received by no later than 1.00 pm on 28 July 2008 (or such later time(s) and/or date(s) as Premier BidCo may, subject to the Takeover Code, decide) .

The Offer will not be made, directly or indirectly, in or into or by the use of the mails of, or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, the United States, Australia or New Zealand, nor is it being made into any other Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or otherwise from within the United States, Australia, New Zealand or any other Restricted Jurisdiction. Persons reading this notice or receiving the Offer Document, the Form of Acceptance and any accompanying document (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation or who may otherwise intend to forward this notice, the Offer Document, the Form of Acceptance and any accompanying document must not distribute, mail or send it in, into or from the United States, Australia, New Zealand or any other Restricted Jurisdiction, and so doing may render any purported acceptance of the offer invalid. The availability of the Offer to persons outside the United Kingdom may be affected by the laws of other jurisdictions. Such persons should inform themselves about and observe any applicable requirements of those jurisdictions.

UBS Limited is acting for Baring and no-one else in connection with the Offer and will not be responsible to anyone other than Baring for providing the protections afforded to its clients or for providing advice in relation to the Offer.

Hawkpoint is acting for Nord Anglia and no-one else in connection with the Offer and will not be responsible to anyone other than Nord Anglia for providing the protections afforded to its clients or for providing advice in relation to the Offer.

9 July 2008.