OFFERING MEMORANDUM CONFIDENTIAL

US$165,000,000

Nord Anglia Education (UK) Holdings plc10.25% Senior Secured Notes due 2017

Nord Anglia Education (UK) Holdings plc, a public limited company organised under the laws of England and Wales (the “Issuer”), is offeringUS$165,000,000 aggregate principal amount of its 10.25% Senior Secured Notes due 2017 (the “Additional Notes”, and such offering, the “Offering”).

The Additional Notes offered hereby will be issued under the indenture, dated as at 28 March 2012 (the “Indenture”), pursuant to which theIssuer issued US$325,000,000 aggregate principal amount of 10.25% Senior Secured Notes due 2017 (the “Original Notes” and together with theAdditional Notes, the “Notes”). The Additional Notes will be issued on the same terms and conditions (other than the issue date), and as the sameseries as, the Original Notes and will vote on any matter submitted to noteholders with holders of the Original Notes. The Additional Notes will shareCUSIP numbers, ISIN numbers and Common Codes and be fungible with the Original Notes.

The Notes bear interest at the rate of 10.25% per annum. Interest on the Notes is payable on 1 April and 1 October of each year. The Noteswill mature on 1 April 2017. Prior to 1 April 2015, the Issuer may redeem up to 35% of the aggregate principal amount of the Notes, subject to certainconditions, at a redemption price of 110.25% of their principal amount, plus accrued and unpaid interest and additional amounts, if any, with the netproceeds from certain equity offerings. The Issuer may at its option redeem the Notes, in whole or in part, prior to 1 April 2015, at a redemption priceequal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and additional amounts, if any, to the redemption date and theApplicable Redemption Premium (as defined herein). The Issuer may at its option redeem the Notes, in whole or in part, on or after 1 April 2015, atthe redemption prices set forth herein, plus accrued and unpaid interest and additional amounts, if any, to the redemption date. Additionally, theIssuer may redeem all, but not less than all, of the Notes upon the occurrence of certain changes in applicable tax laws. For a more detaileddescription of the redemption of the Notes, see “Description of the Notes—Optional Redemption”. Upon the occurrence of a Change of Control (asdefined herein), the Issuer must make an offer to repurchase all Notes outstanding at a purchase price equal to 101% of their principal amount, plusaccrued and unpaid interest and additional amounts, if any, to the redemption date.

The Notes are senior obligations of the Issuer that are guaranteed by Nord Anglia Education Limited (UK) and certain of its Subsidiaries(such Subsidiaries guaranteeing the Notes are referred to as the “Guarantors” and the guarantees of such Guarantors are referred to herein as the“Guarantees”). None of the Restricted Subsidiaries organised under the laws of the PRC will guarantee the Notes. The Notes and the Guarantees aresecured on a first-ranking basis (together with the Issuer’s and the Guarantors’ obligations under the Senior Secured Revolving Credit Facility (asdefined herein)) by share pledges and other security interests as more specifically described under “Description of the Notes—Security”.

The Notes (1) rank equally in right of payment with all of the Issuer’s existing and future debt that is not subordinated in right of payment tothe Notes (subject to any priority rights of such debt pursuant to applicable law), (2) rank senior in right of payment to any existing and future debt ofthe Issuer expressly subordinated in right of payment to the Notes, (3) are structurally subordinated to all existing and future debt of Subsidiaries (asdefined herein) of the Issuer that do not provide Guarantees (collectively, the “Non-Guarantor Subsidiaries”) and (4) are effectively subordinated tothe Issuer’s existing and future secured debt that is secured by assets that do not secure the Notes, to the extent of the value of the assets securingsuch debt. However, applicable laws may limit the enforceability of the Guarantees and the pledge of any collateral. See “Limitations on Validity andEnforceability of the Guarantees and Security Interests and Certain Insolvency Law Considerations”. The Collateral (as defined herein) pledged forthe benefit of the holders of the Notes may be shared with certain other creditors of the Issuer. Pursuant to the terms of the Intercreditor Agreement(as defined herein), obligations under the Senior Secured Revolving Credit Facility and certain hedging obligations that we may enter into will receivepriority with respect to any proceeds received upon any enforcement action over any Collateral. See “Description of the Notes—Security” and “RiskFactors—Risks Relating to the Guarantees and the Collateral”.

For a more detailed description of the Notes, see “Description of the Notes” beginning on page 164.

Investment in the Additional Notes involves risks. See “Risk Factors” beginning on page 40 of this offering memorandum for a discussion ofcertain risks that you should consider in connection with an investment in the Additional Notes.

Offering Price: 106.5% plus accrued interest from 1 April 2013 to, but not including, the issue date of the Additional Notes.

Approval in principle has been received for the listing and quotation of the Additional Notes on the Official List of the Singapore ExchangeSecurities Trading Limited (the “SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinionsexpressed or information contained in this offering memorandum. Admission of the Additional Notes to and quotation of the Additional Notes on theOfficial List of the SGX-ST are not to be taken as an indication of the merits of the offering, the Issuer, the Guarantors, their respective subsidiariesor associated companies (if any), the Guarantees or the Additional Notes.

The Notes and the Guarantees have not been and will not be registered under the United States Securities Act of 1933, as amended (the“Securities Act”) or other securities laws and may not be offered or sold within the United States, except pursuant to an exemption from, or in atransaction not subject to, the registration requirements of the Securities Act. Accordingly, the Additional Notes are being offered and sold by theInitial Purchasers only (1) to qualified institutional buyers in reliance on the exemption from the registration requirements of the Securities Actprovided by Rule 144A under the Securities Act and (2) outside the United States in compliance with Regulation S under the Securities Act. For adescription of certain restrictions on resale or transfer, see “Transfer Restrictions” beginning on page 254.

The Additional Notes will be issued only in registered form in minimum denominations of US$200,000 and integral multiples of US$1,000 inexcess thereof. It is expected that delivery of the Additional Notes will be made through the facilities of The Depository Trust Company (“DTC”) forthe accounts of its participants, including Euroclear Bank S.A./N.V (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”), on orabout 3 July 2013 in New York, New York against payment therefor in immediately available funds, being the fourth business day following the dateof the pricing of the Additional Notes (“T+4”).

The Notes have been rated B by S&P and B3 by Moody’s. The ratings do not constitute a recommendation to purchase, hold or sell theNotes. There can be no assurance that the ratings will remain in effect for any given period or that the ratings will not be revised by such ratingagencies in the future if in their judgement circumstances so warrant.

Joint Bookrunners and Lead Managers

Goldman, Sachs & Co. Credit Suisse HSBC

The date of this offering memorandum is 27 June 2013

TABLE OF CONTENTS

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

SELECTED CONSOLIDATED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

CORPORATE STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105

BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108

REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145

PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . 149

DESCRIPTION OF OTHER MATERIAL INDEBTEDNESS AND CERTAIN FINANCINGARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152

DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 238

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 246

TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 254

LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEES ANDSECURITY INTERESTS AND CERTAIN INSOLVENCY LAW CONSIDERATIONS . . . . . 257

RATINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 264

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 264

INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 264

This offering memorandum does not constitute an offer to sell or a solicitation of anoffer to buy in any jurisdiction to any person to whom it is unlawful to make such an offeror solicitation in such jurisdiction. Neither the delivery of this offering memorandum norany sale made hereunder shall, under any circumstances, create any implication that therehas been no change in the Issuer’s or WCL’s affairs since the date of this offeringmemorandum or that the information contained in this offering memorandum is correct asat any time after that date.

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IN CONNECTION WITH THIS OFFERING, TO THE EXTENT PERMITTED BYAPPLICABLE LAWS AND REGULATIONS, THE INITIAL PURCHASERS OR THEIRAFFILIATES OR ANY PERSON ACTING ON THEIR BEHALF MAY, FOR A LIMITED PERIODAFTER THE ISSUE DATE, OVER-ALLOT THE NOTES OR EFFECT TRANSACTIONS WITH AVIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THANTHAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, NEITHER THE INITIALPURCHASERS NOR ANY PERSON ACTING ON THEIR BEHALF IS OBLIGATED TOUNDERTAKE SUCH STABILISING ACTIONS. SUCH ACTIVITIES WILL BE UNDERTAKENSOLELY FOR THE ACCOUNT OF THE INITIAL PURCHASERS AND NOT FOR OR ONBEHALF OF THE ISSUER.

The information appearing in this offering memorandum is accurate only as at the date onthe front cover of this offering memorandum or otherwise as at any date to which specificreference is made in connection with such information. Our business, financial results, financialcondition, cash flows and results of operations may have changed since that date.

This offering memorandum is highly confidential. The Issuer is providing it solely for thepurpose of enabling you to consider a purchase of the Additional Notes and for the listing of theAdditional Notes on the SGX-ST. You should read this offering memorandum before making adecision whether to purchase the Additional Notes. You must not use this offering memorandumfor any other purpose or disclose any information in this offering memorandum to any otherperson.

The Issuer has prepared this offering memorandum and provided the information containedherein, except for such information as is identified herein as having been derived from othersources. The Issuer is solely responsible for the contents of this offering memorandum. You areresponsible for making your own examination of our business and your own assessment of themerits and risks of investing in the Additional Notes. By purchasing the Additional Notes, you willbe deemed to have acknowledged that you have made certain acknowledgements,representations and agreements as set forth under the section headed “Transfer Restrictions”.

No representation or warranty, express or implied, is made by the Initial Purchasers, theTrustee or the Principal Paying Agent and Transfer Agent and Registrar (together, “Agents”) as tothe accuracy or completeness of the information set forth herein, and nothing contained in thisoffering memorandum is, or shall be relied upon as, a promise or representation, whether as tothe past or the future.

Each person receiving this offering memorandum acknowledges that: (i) such person hasbeen afforded an opportunity to request from the Issuer and the Group (as defined herein) and toreview, and has received, all additional information considered by such person to be necessaryto verify the accuracy of, or to supplement, the information contained herein; (ii) such person hasnot relied on any of the Initial Purchasers or any person affiliated with any of the InitialPurchasers, Trustee or any Agent in connection with any investigation of the accuracy of suchinformation or its investment decision; and (iii) no person has been authorised to give anyinformation or to make any representation concerning the Issuer, the Group and their respectivesubsidiaries and affiliates or the Additional Notes (other than as contained herein and informationgiven by our duly authorised officers and employees in connection with investors’ examination ofour company and the terms of the offering) and, if given or made, any such other information orrepresentation should not be relied upon as having been authorised by the Issuer or the InitialPurchasers, Trustee or any Agent.

THE NOTES AND THE GUARANTEES HAVE NOT BEEN APPROVED OR DISAPPROVEDBY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIESCOMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY,NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THEMERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERINGMEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE INTHE UNITED STATES.

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Prospective purchasers are hereby notified that sellers of the Additional Notes maybe relying on the exemption from the provisions of Section 5 of the Securities Actprovided by Rule 144A. Neither the Issuer nor any of the Initial Purchasers is making an offerto sell the Additional Notes in any jurisdiction except where such an offer or sale is permitted.The distribution of this offering memorandum and the offering itself may in certain jurisdictions berestricted by law. Persons into whose possession this offering memorandum comes are requiredby the Issuer and the Initial Purchasers to inform themselves about and to observe any suchrestrictions. For a description of the restrictions on offers, sales and resales of the AdditionalNotes and distribution of this offering memorandum, see the sections headed “TransferRestrictions” and “Plan of Distribution”. This offering memorandum summarises certain materialdocuments and other information, and the Issuer refers you to these for a more completeunderstanding of the contents of this offering memorandum. In making an investment decision,you must rely on your own examination of our business and the terms of the offering, includingthe merits and risks involved. The Issuer is not making any representation to you regarding thelegality of an investment in the Additional Notes under any legal, investment or similar laws orregulations. You should not consider any information in this offering memorandum to be legal,business or tax advice. You should consult your own attorney, business advisor and tax advisorfor legal, business and tax advice regarding an investment in the Additional Notes.

The Issuer reserves the right to withdraw the offering at any time, and the Initial Purchasersreserve the right to reject any commitment to subscribe for the Additional Notes in whole or inpart and to allot to any prospective purchaser less than the full amount of the Additional Notessought by such purchaser. The Initial Purchasers and certain related entities may acquire fortheir own account a portion of the Additional Notes.

This offering memorandum contains statistical and financial data from industry publicationsand other third party sources. Although the Issuer believes the information to be correct, it hasnot independently verified such data, and therefore it cannot assure you that such data arecomplete or reliable. Such data may also be produced on different bases in different countries.Therefore, discussions of matters relating to China, the Middle East, South East Asia, Europe,the United States or other regions and markets within which the Group or its subsidiariesoperate, their respective economies and the relevant industries in this offering memorandum aresubject to the caveat that the statistical and other data upon which such discussions are basedmay be incomplete or unreliable.

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NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR ALICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISEDSTATUTES ANNOTATED 1955, AS AMENDED, WITH THE STATE OF NEW HAMPSHIRE NORTHE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSEDIN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OFSTATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT, NOR THE FACT THAT ANEXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION,MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITSOR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TOANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATIONINCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO US INVESTORS

EACH PURCHASER OF THE ADDITIONAL NOTES WILL BE DEEMED TO HAVE MADETHE REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS DESCRIBED IN THISOFFERING MEMORANDUM UNDER “TRANSFER RESTRICTIONS”. THE ADDITIONALNOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BEOFFERED OR SOLD IN THE UNITED STATES UNLESS THE NOTES ARE REGISTEREDUNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. SEE “PLAN OF DISTRIBUTION”AND “TRANSFER RESTRICTIONS”. INVESTORS SHOULD BE AWARE THAT THEY MAY BEREQUIRED TO BEAR THE FINANCIAL RISKS OF ANY INVESTMENT IN THE ADDITIONALNOTES FOR AN INDEFINITE PERIOD OF TIME. PROSPECTIVE PURCHASERS ARE HEREBYNOTIFIED THAT THE SELLER OF ANY SECURITY MAY BE RELYING ON THE EXEMPTIONFROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE144A. THE ADDITIONAL NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANYJURISDICTION, BY ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOUAGREE NOT TO OFFER, SELL, RESELL, TRANSFER OR DELIVER, DIRECTLY ORINDIRECTLY, ANY ADDITIONAL NOTE TO THE PUBLIC.

THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION THAT YOUSHOULD READ BEFORE MAKING ANY DECISION WITH RESPECT TO AN INVESTMENT INTHE ADDITIONAL NOTES.

NOTICE TO CAYMAN ISLANDS INVESTORS

NO OFFER OR INVITATION TO SUBSCRIBE FOR THE ADDITIONAL NOTES MAY BEMADE TO THE PUBLIC IN THE CAYMAN ISLANDS.

CERTAIN DEFINITIONS, CONVENTIONS AND CURRENCY PRESENTATION

This offering memorandum has been prepared using a number of conventions, which youshould consider when reading the information contained herein. The term “Issuer” refers to NordAnglia Education (UK) Holdings plc and the terms “we”, “us”, “our”, the “Company”, the “Group”,“Nord Anglia Education”, and words of similar import refer to the Issuer and its consolidatedsubsidiaries, excluding WCL Group Limited and its subsidiaries (“WCL Group” or “WCL”), whichwe acquired on 22 May 2013, unless otherwise specified or the context requires otherwise. Allreferences in this offering memorandum to the “Initial Purchasers” refer to Goldman, Sachs &Co., Credit Suisse Securities (Europe) Limited and HSBC Securities (USA) Inc.

“PRC” and “China” refer to the People’s Republic of China excluding the Hong Kong SpecialAdministrative Region, the Macau Special Administrative Region and Taiwan.

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“U.S. dollar”, “US$” and “$” refer to United States dollars; “GBP”, “pound” and “£” refer tothe official currency of the United Kingdom; “euro”, “EUR” and “C= ” refer to the single unifiedcurrency of the European Monetary Union; “RMB” and “renminbi” refer to the currency of China;“Thai baht” refers to the official currency of the Kingdom of Thailand; “Czech crown” refers to theofficial currency of the Czech Republic: “Hungarian forint” refers to the official currency ofHungary; “Polish zloty” refers to the official currency of the Republic of Poland; “Swiss franc”refers to the official currency of the Swiss Confederation; “Qatari riyal” refers to the officialcurrency of the State of Qatar; “Bahrain dinar” refers to the official currency of the Kingdom ofBahrain; “Saudi Arabian riyal” refers to the official currency of the Kingdom of Saudi Arabia; and“UAE dirham” refers to the official currency of the United Arab Emirates.

FORWARD-LOOKING STATEMENTS

Many statements made in this offering memorandum are forward-looking statements thatreflect our current expectations and views of future events. All statements other than statementsof historical facts are forward-looking statements. The forward-looking statements are containedprincipally in the sections entitled “Summary”, “Risk Factors”, “Summary—Our RecentDevelopments”, “Management’s Discussion and Analysis of Financial Condition and Results ofOperations” and “Business”. These forward-looking statements can be identified by words orphrases such as “may”, “will”, “expect”, “anticipate”, “aim”, “estimate”, “intend”, “plan”, believe”,“is/are likely to” or other similar expressions. We have based these forward-looking statementslargely on current expectations and projections about future events and financial trends that webelieve may affect our financial condition, results of operations, business strategy and financialneeds. These forward-looking statements include, among other things, statements relating to:

• our market opportunities;

• our goals and strategies;

• our competitive strengths;

• expectations and targets for our results of operations and financial condition;

• our future business developments; and

• our acquisition and expansion strategy.

The forward-looking statements included in this offering memorandum are subject to risks,uncertainties and assumptions about our Group and WCL. Our actual results of operations maydiffer materially from the forward-looking statements as a result of the risk factors describedunder “Risk Factors” and elsewhere in this offering memorandum. In particular, our businesscould be adversely affected if:

• we fail to recruit new students and retain existing students;

• we fail to increase the profitability of our schools by continuing to increase ourpremium tuition fees;

• we experience adverse changes in the key industry drivers for our premium schoolsbusiness;

• we experience adverse changes in general economic, political and social conditions inthe markets in which we operate;

• uncertainties regarding the regulatory and legal environment, particularly in China andthe Middle East, adversely affect our business and ability to implement our growthstrategies;

• we suffer damage to the reputation of our Premium Schools and Learning Servicesbusinesses;

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• increased competition in the international education market, especially in the premiumschools market, decreases our market share, increases our cost of recruiting andretaining students and teachers or puts downward pressure on our tuition rates andprofitability; or

• we are unable to successfully manage our growth and integrate our acquisitions,including our acquisition of WCL Group.

These risks, which are described in “Risk Factors”, are not exhaustive. Other sections ofthis offering memorandum include additional factors that could materially and adversely impactour business and financial performance. Moreover, we operate in an evolving environment, andnew risk factors emerge from time to time. It is not possible for our management to predict allrisk factors, nor can we assess the impact of all factors on our business or the extent to whichany factor, or combination of factors, may cause our actual results to differ materially from thosecontained in any forward-looking statement.

You should not rely upon forward-looking statements as predictions of future events. Theforward-looking statements made in this offering memorandum are based only on events orinformation as at the date on which the statements are made in this offering memorandum.Except as required by law, we undertake no obligation to update or revise any forward-lookingstatement, whether as a result of new information, future events or otherwise.

AVAILABLE INFORMATION

To permit compliance with Rule 144A in connection with resales of the Notes, for as long asthe Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the SecuritiesAct, the Issuer is required to furnish upon request of a holder of the Notes and a prospectivepurchaser designated by such holder the information required to be delivered under Rule144A(d)(4) if, at the time of such request, the Issuer is neither a reporting company underSection 13 or Section 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule12g3-2(b) thereunder. So long as the Notes remain outstanding, the Issuer will provide to theTrustee (as defined herein) certain financial and other information as set forth in “Description ofthe Notes—Certain Covenants—Reports to Holders”.

INDUSTRY AND OTHER MARKET DATA

Information contained in this offering memorandum regarding markets, market size, marketposition, market share, growth rates and other industry data pertaining to our business consistsof estimates and data taken or derived from various public and private sources, including marketresearch, publicly available information and industry publications, as well as our knowledge ofour industry and markets. In certain cases, there is no readily available external information tovalidate market-related analyses and estimates, necessitating reliance on internally developedestimates.

While the Issuer has compiled, extracted, reproduced or incorporated by reference marketor other industry data from external sources, including third parties, analysts or industry orgeneral publications, the Issuer and the Initial Purchasers have not independently verified thatdata. Subject to the foregoing, neither the Issuer nor the Initial Purchasers can assure investorsof the accuracy and completeness of, or take any responsibility for, such data. The source ofsuch third party information is cited whenever such information is used in this offeringmemorandum.

While the Issuer believes that its internal estimates are reasonable, such estimates havenot been verified by any independent sources, and the Issuer cannot assure potential investorsas to the accuracy of such estimates or that a third party using different methods to assemble,analyse or compute market data would obtain the same result. The Issuer does not intend to,and does not, assume any obligations to update any data, including industry or market data, setforth in this offering memorandum. As a result, investors should be aware that such data in thisoffering memorandum and estimates based on such data may not be reliable indicators of futureresults.

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ENFORCEMENT OF CIVIL LIABILITIES

The Issuer is a public limited company under the laws of England and Wales. Most of theIssuer’s directors and officers and certain other persons named in this offering memorandumreside outside the United States, and all or a significant portion of the assets of the directors andofficers and such other persons, and a significant portion of our assets, are located outside theUnited States. Similarly, most of the Guarantors are organised under the laws of variousjurisdictions outside of the United States. As a result, it may not be possible for you to effectservice of process within the United States upon the Issuer, any member of the Group, certain ofthe Guarantors or any of the aforesaid persons with respect to matters arising under the U.S.federal securities laws or to enforce against the Issuer, any member of the Group or any suchpersons judgements obtained in U.S. courts, including judgements predicated upon civil liabilityunder U.S. federal securities laws.

We and each of the Guarantors organised outside of the United States expect to appointLaw Debenture Corporation as our and their respective agent to receive service of process withrespect to any action brought against us or the Guarantors in the United States federal courtslocated in the Borough of Manhattan, The City of New York under the federal securities laws ofthe United States or of any state of the United States or any action brought against us, theGuarantors in the courts of the State of New York in the Borough of Manhattan, The City of NewYork under the securities laws of the State of New York.

We have also been advised by our PRC legal advisor, Han Kun Law Offices, that there isuncertainty as to whether the courts of China would (i) enforce judgements of U.S. courtsobtained against us, our directors or officers or the Guarantors or their directors or officerspredicated upon the civil liability provisions of the U.S. federal or state securities laws or (ii)entertain original actions brought in China against us, our directors or officers or the Guarantorsor their directors or officers predicated upon the U.S. federal or state securities laws.

In addition, there may be limitations on the enforcement of guarantees and securityinterests in the jurisdictions in which certain of our Guarantors are incorporated. See “Limitationson Validity and Enforceability of the Guarantees and Security Interests and Certain InsolvencyLaw Considerations”.

PRESENTATION OF FINANCIAL STATEMENTS

Nord Anglia Education’s consolidated financial statements for the years ended 31 August2011 and 2012, and its unaudited consolidated interim financial statements as at and for the sixmonths ended 29 February 2012 and 28 February 2013, were prepared in accordance withInternational Financial Reporting Standards as adopted by the European Union (“IFRS”) andusing U.S. dollar presentational currency. Nord Anglia Education’s consolidated financialstatements for the year ended 31 August 2010 were prepared in accordance with generallyaccepted accounting principles in the United Kingdom (“UK GAAP”) and using GBPpresentational currency.

WCL Group’s consolidated financial statements for fiscal 2011 and fiscal 2012, and itsunaudited consolidated interim financial statements as at and for the 26 weeks ended 29February 2012 and 28 February 2013, were prepared in accordance with UK GAAP and usingGBP presentational currency.

We have not identified the differences between IFRS or UK GAAP and generally acceptedaccounting principles in other countries, nor have we quantified the effect of applying thosegenerally accepted accounting principles to our annual or interim financial statements or those ofWCL Group. In making an investment decision, investors must make their own judgement inassessing our annual or interim financial statements and those of WCL Group. You shouldconsult your own professional advisors for an understanding of the differences between IFRSand generally accepted accounting principles in other countries and how such differences mightaffect our financial statements and your investment in the Additional Notes.

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PRO FORMA FINANCIAL DATA

We present in this offering memorandum certain financial data on an as adjusted basis togive pro forma effect to the acquisition of WCL Group and related financings. See“Summary—Summary Consolidated Financial and Operating Data—Summary Combined ProForma Financial Data”, “Capitalisation and Indebtedness” and “Management’s Discussion andAnalysis of Financial Condition and Results of Operations”. See “Summary—Acquisition of WCLGroup” for a description of our recent acquisition of WCL Group and its business. The summarycombined pro forma financial data is for informational purposes only and is not intended torepresent or to be indicative of our future results following consummation of the acquisition ofWCL Group. The unaudited pro forma financial data have not been prepared in accordance withthe requirements of Regulation S-X of the U.S. Securities Act, Directive 2003/71/EC, includingDirective 2010/73/EU (together, the “Prospectus Directive”), or any generally acceptedaccounting standards. Neither the assumptions underlying the pro forma adjustments nor theresulting pro forma financial data have been audited or reviewed in accordance with generallyaccepted auditing standards in any jurisdiction.

EXCHANGE RATE INFORMATION

The following table sets forth the exchange rate of the pound against the U.S. dollar. For alldates through 31 December 2008, exchange rates between GBP and U.S. dollars are presentedat the noon buying rate in the City of New York for cable transfers using U.S. dollar per GBP ascertified for customs purposes by The Federal Reserve Bank of New York. For 1 January 2009and all later dates and periods, the exchange rate refers to the noon buying rate as set forth inthe weekly H.10 statistical release of the U.S. Federal Reserve Board (the “Noon Buying Rate”).The rates may differ from the actual rates used in the preparation of the consolidated financialstatements and other financial information appearing in this offering memorandum. None of NordAnglia Education, WCL Group or the Initial Purchasers represents that the U.S. dollar amountsreferred to below could be or could have been converted into GBP at any particular rateindicated or any other rate.

Convenience translations into U.S. dollars are provided for certain GBP amounts of WCL forthe twelve months ended 28 February 2013. Unless otherwise noted, all convenience translationsfrom GBP to U.S. dollars were made at a rate of US$1.5192 per GBP1.00, the Noon Buying Ratein effect as of 28 February 2013.

The Noon Buying Rate of the GBP on 14 June 2013 was US$1.5686 per GBP1.00.

US$ per GBP1.00

High Low Average(1) Period End

Year2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0311 1.4395 1.8424 1.46192009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6977 1.3658 1.5707 1.61672010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6370 1.4344 1.5498 1.53922011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6691 1.5358 1.6105 1.55372012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6275 1.5301 1.5924 1.6262

High Low Average(2) Period End

MonthJanuary 2013 . . . . . . . . . . . . . . . . . . . . . . . . . 1.6255 1.5686 1.5965 1.5856February 2013 . . . . . . . . . . . . . . . . . . . . . . . . . 1.5112 1.5814 1.5474 1.5192March 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5239 1.4877 1.5080 1.5193April 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5539 1.5113 1.5311 1.5539May 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5578 1.5038 1.5297 1.5185June 2013 (through 14 June 2013) . . . . . . . . . 1.5698 1.5304 1.5543 1.5686

(1) The average of the exchange rates on the last business day of each month during the relevant period.

(2) The average of the exchange rates for each business day during the relevant period.

viii

GLOSSARY

This glossary contains certain terms and abbreviations used in this offering memorandum inconnection with our business and industry. Such terms and meanings may not correspond tostandard industry definitions or usage.

“BISAD” The British International School Abu Dhabi

“BISS” The British International School Shanghai

“BSB” The British School of Beijing

“CAGR” Compound Annual Growth Rate

“CPI” Consumer Price Index

“French Bac” French Baccalaureate

“FTEs” Full time equivalent students

“IBC” International Baccalaureate Curriculum

“IBD” International Baccalaureate Diploma

“ICT” Information and communication technology

“IGCSE” International General Certificate of Secondary Education

“KPI” Key Performance Indicator

“K-12” Kindergarten to the end of secondary school

“LTM” Last Twelve Months

“ME” Middle East

“National Curriculum” National Curriculum of England

“PGCE” Post Graduate Certification in Education

“SEA” Southeast Asia

“Swiss Bac” Swiss Baccalaureate

ix

SUMMARY

Unless otherwise specified or the context requires otherwise, the terms “Issuer” “us”,“our”, the “Company”, the “Group”, “Nord Anglia Education” and “Nord Anglia Education(UK) Holdings plc” refer to Nord Anglia Education (UK) Holdings plc and its consolidatedsubsidiaries, excluding WCL Group Limited.

This summary highlights selected information from this offering memorandum. It is notcomplete and does not contain all the information that may be important to you in decidingwhether to invest in the Additional Notes. You should read the entire offering memorandum,including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations”, as well as our and WCL’s financial statementsand related notes thereto, before making an investment decision.

Overview of Nord Anglia Education

Nord Anglia Education is a leading global operator of premium schools in China, Europeand the Middle East and South East Asia (“ME/SEA”) through our Premium Schools (“PremiumSchools”). Our schools educate students in kindergarten to the end of secondary school (“K-12”).In addition, we provide educational services to governments in the Middle East, the UnitedKingdom and Asia through our Learning Services (“Learning Services”). We operate inhigh-growth markets characterised by strong wealth creation, significant foreign direct investment(“FDI”) and economic growth. The two main drivers of our business are increasing globalisationand a growing emphasis by parents on high quality education for their children.

For the twelve months ended 28 February 2013, our Premium Schools accounted for 88.4%and 90.4% of our Adjusted Revenues and Adjusted EBITDA before central and regionalexpenses, respectively. Learning Services accounted for 11.6% and 9.6% of our AdjustedRevenues and Adjusted EBITDA before central and regional expenses, respectively. For thetwelve months ended 28 February 2013, we generated Adjusted Revenue of US$288.0 millionand Adjusted EBITDA of US$81.2 million. See “Summary Consolidated Financial and OperatingData—Nord Anglia Education’s Key Performance Indicators—Nord Anglia Education’s SegmentAnalysis”, “—Calculation of Nord Anglia Education’s Adjusted Revenue”, “—Calculation of NordAnglia Education’s Adjusted EBITDA” and “—Calculation of Nord Anglia Education’s Last TwelveMonths Financial Information”.

Nord Anglia Education’s Premium Schools

We operate fourteen premium schools in twelve locations in China, Europe and ME/SEA.For the six months ended 28 February 2013, our schools in China, Europe and ME/SEAcontributed approximately 67.7%, 27.2% and 5.1% of our Premium Schools’ Adjusted EBITDA,respectively.

Our schools in China primarily serve expatriates and our schools in Europe and ME/SEAserve both expatriates and affluent local families. Our overall student mix is 78% expatriates and22% local students. Our Premium Schools are not directly exposed to government funding riskas all of their revenues are sourced from private sources, of which employers contributeapproximately 60%.

Since our going-private transaction in 2008, we have significantly increased both capacityand enrolments. We have increased our student capacity from approximately 5,400 places at theend of FY2008 to approximately 12,524 as at 26 May 2013. As at 26 May 2013, our enrolmentwas 9,991, representing a utilisation rate of 80% and a compound annual growth rate (“CAGR”)of 21% over our year end full time equivalent students (“FTEs”) of 4,010 at the end of FY2008.This growth in capacity and enrolment was achieved through expansion at our existing schoolsand strategic acquisitions of new schools.

1

Nord Anglia Education’s Learning Services

We provide targeted education-related services to governments, government agencies,regulatory bodies and related educational authorities in the Middle East, the United Kingdom,and Asia. Our services typically involve various aspects of the management and operation ofpublic-sector schools. In FY2012, we decided to de-emphasise our Learning Services operationsand are therefore no longer bidding on new contracts and intend to gradually phase out ourexisting contracts.

Acquisition of WCL Group

On 22 May 2013, we completed the acquisition of 100% of the share capital of WCL Groupfor net consideration of GBP143.0 million (approximately US$222.2 million). We financed theacquisition and related fees and expenses through a capital contribution of US$133.4 million ofordinary equity by our parent, Nord Anglia Education, Inc., and borrowings of approximatelyUS$113.9 million under a bridge loan agreement, dated 15 April 2013, among Nord AngliaEducation (UK) Holdings plc, Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC,HSBC Securities (USA) Inc. and others (the “Bridge Loan Agreement”). We intend to repay ourborrowings under the Bridge Loan Agreement in full with the proceeds of this Offering. See“—Our Recent Developments”, “Certain Relationships and Related Party Transactions”,“Description of Other Material Indebtedness and Certain Financing Arrangements” and “Use ofProceeds”.

As part of the due diligence process for the acquisition of WCL, we developed acomprehensive integration plan and nominated senior executives from within the Nord AngliaEducation leadership team to drive the key integration initiatives. WCL’s complementarycurriculum, focus on premium quality education, teacher recruitment strategy and on-goingprofessional development, as well as its asset-light approach to operations, are in line with theoverall strategy of Nord Anglia Education.

We expect our acquisition of WCL to generate significant benefits for the combined group,including significant cost savings as we integrate WCL’s operations into our platform andstreamline the duplication of certain central cost functions. We expect to improve the financialperformance of WCL by applying our proven operating model to WCL and improving WCL’sacademic standards and the infrastructure of its schools in order to drive student achievementand increase enrolment.

Overview of WCL Group

WCL founded its first school in Washington D.C. in 1998 and now delivers premium K-12education through its eleven international schools in North America, the Middle East and Europe(“WCL’s Premium Schools”). In addition, WCL offers leading-edge educational products andservices to schools worldwide (“WCL’s Learning Services”).

For the twelve months ended 28 February 2013, WCL’s Premium Schools accounted for91.6% and 92.1% of WCL’s Adjusted Revenue and Adjusted EBITDA before central and regionalexpenses, respectively. For the twelve months ended 28 February 2013, WCL generatedAdjusted Revenue of US$88.6 million and Adjusted EBITDA of US$19.9 million. See “SummaryConsolidated Financial and Operating Data—WCL’s Operating Data and Non-GAAP FinancialInformation—Calculation of WCL’s Adjusted Revenue”, “—Calculation of WCL’s AdjustedEBITDA” and “—Calculation of WCL’s Last Twelve Months Financial Information”.

WCL’s Premium Schools

WCL operates eleven schools with combined enrolment as at 26 May 2013 of 4,547students in nine locations, with six schools in North America, four schools in the Middle East andone school in Europe.

WCL’s schools in the Middle East primarily serve expatriates and its schools in NorthAmerica and Europe serve both expatriates and affluent local families. WCL’s overall student mixis 65% expatriates and 35% local students. WCL’s schools are not directly exposed togovernment funding risk as all of their revenues are sourced from private sources.

WCL’s Learning Services

WCL develops and markets international curriculum products for the education of three to14 year-olds. In the 2012/2013 academic year, these products are used by approximately500,000 students in approximately 1,500 schools in over 80 countries.

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Our Strengths

Diversified Platform with Benefits of Scale

Nord Anglia Education is one of the world’s largest K-12 premium school operators,operating fourteen schools in twelve locations and eight countries across China, Europe andME/SEA. No single school in our geographically diverse network accounted for more than 15% oftotal Adjusted Revenues in FY2012.

Our platform allows us to leverage expertise and resources across our entire network toenhance the quality of education and create significant operating benefits, including:

• strong brand equity supported by a reputation for quality, which enables us to driveenrolment growth and set tuition fees at the higher end of the market;

• credibility with our stakeholders, including educational authorities, teachers, parents,developers, landlords and sellers of premium schools;

• implementation of best practices, including cost management and control throughbenchmarking;

• creating global citizens of students through initiatives such as the Global Classroom,which enhances the value proposition of our schools to parents and prospectivestudents. See “Business—Our Approach to Academic Quality”; and

• training and development of principals and teachers through initiatives such asNord Anglia University.

The acquisition of WCL Group significantly increases the diversity of our platform andstrengthens Nord Anglia Education’s position as one of the world’s leading premium schoolsorganisations. WCL’s six schools in North America provide a solid foundation in the importantNorth America market, and its four schools in the Middle East and one school in Europestrengthen our presence in those regions.

The addition of WCL’s schools also diversifies our geographic distribution as shown in thefollowing table, which presents regional enrolments for Nord Anglia Education as at 27 May 2012and 26 May 2013 and for the combined group as at 26 May 2013.

Nord Anglia

Education

as at 27 May

2012

% of

Total

Nord Anglia

Education

as at 26 May

2013

% of

Total

Nord Anglia

Education and

WCL combined

as at 26 May

2013

% of

Total

Full time equivalent students

China . . . . . . . . . . . . . . . . . 3,749 49.9 4,156 41.6 4,156 28.6

Europe . . . . . . . . . . . . . . . . 3,771 50.1 3,790 37.9 4,470 30.7

ME/SEA. . . . . . . . . . . . . . . . — — 2,045 20.5 3,368 23.2

North America . . . . . . . . . . . . — — — — 2,544 17.5

Total. . . . . . . . . . . . . . . . . . 7,520 100.0 9,991 100.0 14,538 100.0

3

The following tables show segment analysis for the last twelve months of Nord AngliaEducation and WCL Group on a pro forma combined basis. See “—Summary Combined ProForma Financial Data”.

Pro Forma Combined Last Twelve Months Segment Analysis

For the twelve months ended 28 February 2013

(US$ millions)Nord AngliaEducation WCL

Combined NordAnglia Education

and WCL

(unaudited)

Adjusted Revenue(1)(2)

Premium SchoolsChina. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125.8 — 125.8

Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112.7 13.2 125.9

ME/SEA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.1 17.9 34.0

North America . . . . . . . . . . . . . . . . . . . . . . . . . . — 50.1 50.1

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 254.6 81.2 335.8

Learning Services . . . . . . . . . . . . . . . . . . . . . . 33.4 7.4 40.8LTM Adjusted Revenue . . . . . . . . . . . . . . . . . . 288.0 88.6 376.6

For the twelve months ended 28 February 2013

(US$ millions)Nord AngliaEducation WCL

Combined NordAnglia Education

and WCL

(unaudited)

Adjusted EBITDA(1)(2)

Premium SchoolsChina. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61.4 — 61.4

Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.0 2.9 25.9

ME/SEA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.5 4.5 9.0

North America . . . . . . . . . . . . . . . . . . . . . . . . . . — 17.0 17.0

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88.9 24.4 113.3

Learning Services . . . . . . . . . . . . . . . . . . . . . . 9.4 2.1 11.5Central and regional expenses . . . . . . . . . . . . . (17.1) (6.6) (23.7)

Full year impact of cost savings(3) . . . . . . . . . . . — — 3.2

LTM Adjusted EBITDA . . . . . . . . . . . . . . . . . . . 81.2 19.9 104.3

(1) Derived from Nord Anglia Education’s financial information prepared in accordance with IFRS and WCL’s financialinformation prepared in accordance with U.K. GAAP.

(2) See “—Summary Consolidated Financial and Operating Data—Nord Anglia Education’s Key PerformanceIndicators—Calculation of Nord Anglia Education’s Adjusted Revenue”, “—Calculation of Nord Anglia Education’sAdjusted EBITDA”, “—Summary Consolidated Financial and Operating Data—WCL’s Operating Data andNon-GAAP Financial Information—Calculation of WCL’s Adjusted Revenue” and “—Calculation of WCL’s AdjustedEBITDA”.

(3) Budgeted cost savings relating to the acquisition of WCL currently being implemented arising from the ongoingelimination of duplicative head-office functions. There can be no assurance that such cost savings can beachieved.

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Robust and Highly Attractive Business Model

Resilient Performance Across Economic Cycles

Total enrolment in our schools has grown at a CAGR of 21% from the end of FY2008through 26 May 2013. Of this increase in enrolment, 2,700 new student enrolments were throughstrategic acquisitions and 3,281 through organic growth. We are well positioned to deal withnegative national or regional trends due to our geographically diverse operations across keyeducation markets.

Expatriate families often move from country to country for their employer. We refer to thismovement as expatriate churn. As one of the top school operators in each of our markets, webelieve that we are able to gain a disproportionate share of new enrolments among expatriatefamilies. As a result, we have consistently been able to secure more new starters than leavers.

The average student tenure across our network over the last three fiscal years is 3.4 years,which provides stability in our student enrolment levels. Over the last three fiscal years, ourstudent persistence rate, defined as the percentage of students re-enrolling in our schools,excluding those that leave for reasons outside our control (for example, expatriate churn andgraduation), has averaged 98%.

WCL has also shown strong growth across economic cycles. WCL’s enrolment increased by100.9% between September 2004 and September 2008 and by 99.7% between September 2008and September 2012. Between September 2004 and September 2012, WCL’s enrolment(excluding the impact of the acquisition of its school in Spain in 2011) grew at a CAGR of 16.4%.Over the last three fiscal years, the average student tenure across WCL’s schools is 4.9 yearsand WCL’s persistence rate has averaged 93%.

Price Inelasticity

The private-pay nature of our model helps ensure that our schools are not directly exposedto any government funding risk and are insulated from any volatility in such funding as a result ofchanging economic or political conditions.

Approximately 60% of our tuition fees are paid by expatriate employers, who are lesssensitive to moderate pricing increases as education allowances typically represent only a smallpercentage of an expatriate’s total compensation. In addition, we believe self-funding expatriatesand affluent local families, are also able to afford moderate price increases. As a result, we havebeen able to increase our tuition fees across our markets at an average of 4-6% per annum overthe last four years (in excess of the median rate of inflation in the markets where our schools arelocated), while continuing to generate organic enrolment growth.

WCL’s schools also follow the private-pay model, and WCL has increased its tuition feesacross its markets at an average of 2.2% over the last three years. Approximately 61% of WCL’sstudents’ tuition fees are paid by corporates.

Strong Business Visibility with Predictable Revenue Streams

We have good visibility on future enrolments through our high persistence rates andaverage student tenure of 3.4 years. Further, our policy to require a full term’s notice for anypotential leavers enhances in-year visibility as we are entitled to receive a full-year of tuition ifwe are notified of a student’s intention to leave after the start of Term 2, beginning in January. Inaddition, we have had few instances of bad debt.

Our ability to measure student re-enrolment rates among existing students and to estimatenew enrolments for subsequent periods provides revenue predictability and enables us to planstudent capacity.

WCL’s student body is relatively young, with 70% of students under the age of 13 as atSeptember 2012. This makes WCL Group well placed to benefit from strong re-enrolments, whichsupport expansion and revenue visibility. Over the last three fiscal years, WCL’s average studenttenure was 4.9 years and its persistence rate averaged 93%.

5

Favourable Working Capital Dynamics and a Capital Efficient Approach to Growth

We receive approximately 57% of our annual tuition fees in advance of the school year,which starts in late August/early September. We have generally received an additional 20% ofour tuition fees prior to the start of Term 2, beginning in January, and the remainder prior to Term3, beginning in April. In FY2012, approximately half of our students paid the full annual tuitionfees in advance of the school year in exchange for a small average discount. As a result, ourworking capital needs are principally sourced from pre-paid tuition fees.

In addition, our expansion strategy is based on an “asset-light” model and is focused onsecuring high quality purpose-built facilities through long-term leases. Accordingly, we are able toexpand capacity at our existing schools and secure capacity at new schools without incurringmajor capital expenditure. For example, in China, developers of high-end residential communitiespaid for the construction of our school facilities within their developments, and our recentlyannounced new school in Dubai is being built to our specifications by our landlord. As a result,our capital expenditure associated with these schools is generally limited to furniture, equipmentand other materials for classroom, sports and extra-curricular activities. Further, the majority ofour schools in China are newly built, which we would expect to result in low maintenance costsand capital expenditure in the near future.

The capital expenditure for capacity expansion at our existing, new and acquired schoolshas been primarily funded by the owners of the real estate. As a result, we have relatively lowcapital expenditure requirements associated with our expansion. In the case of our acquiredschools, we have structured these transactions so that we acquire the operating businesses andtypically negotiate long-term leases from the sellers who retain ownership of the real estate.

WCL also has a favourable working capital cycle. WCL receives approximately 56% of itsannual tuition fees in advance of the school year, approximately 30% prior to January and theremainder by May. As a result, WCL’s working capital needs are principally sourced frompre-paid tuition fees. In addition, the timing differences between the receipt of tuition fees byNord Anglia Education’s schools and WCL’s schools will complement our working capital cycle,as cash receipts by WCL’s schools in April and May each year spread our cash flow over agreater number of months.

WCL also operates on an “asset-light” model, with all of its schools subject to long-termleases, with the exception of its school in Houston, which WCL owns.

Premium Quality Education and Leading Reputation

Our commitment to quality drives the strong operating performance of our Premium Schoolsas evidenced by overall enrolment growth and high levels of re-enrolment. We focus on theneeds of individual students and offer high quality education across multiple curricula. Ourproprietary IT platform supports this by tracking each student’s performance against personalisedtargets and drawing our attention to the requirements of individual students. Through this highlyindividualised system we are better able to maximise each student’s academic achievement. Inaddition, the platform allows us to set clear expectations of learning objectives for a classroom,class year or entire school and intervene as required.

We believe our schools are among the most respected providers of premium quality K-12education in each of our markets. This supports high referral rates, and more than 90% ofparents surveyed in the academic year 2012/2013 would recommend our schools. Moreover, ourreputation and attention to individual student needs are key determinants of parental choicewhen choosing our schools over the schools of our competitors.

Our principals and teaching staff are highly-qualified and experienced, having been througha rigorous recruitment process. We are able to attract highly-qualified staff due to ourinternational scale, long track record and competitive compensation packages. Further, we havean organisation-wide emphasis on the retention of teachers through on-going professional

6

development initiatives and a policy to promote from within wherever suitably capable candidatesare identified. Initiatives such as Nord Anglia University, which provides comprehensiveprofessional training programmes for teachers and principals, underscore our commitment toprofessional development. We believe the foundation for the high quality education we provide isbuilt upon the quality and motivation of our teachers.

Our students consistently outperform their peers in standardised examinations. In the lastfive academic years, our students’ average examination results were higher than the average inthe United Kingdom for the International General Certificate of Secondary Education (“IGCSE”),which students take at the age of 16, and globally for the International Baccalaureate Diploma(“IBD”), which students take at the age of 18. For the 2012 academic year, 86.2% of ourstudents gained 5 A* to C grades compared to 84.7% in the 2011 academic year and the UKaverage for 2012 of 81.8%. In the same year, the average IBD score achieved by our studentswas 33.3 points compared to 32.6 points in the 2011 academic year and a global average scorein 2012 of 29.8 points. In addition, 17% of our graduates in 2012 went to the world’s top 30universities and 75% went to the world’s top 600 universities, as ranked bywww.topuniversities.com as at 20 January 2013. Given that our admissions approach is notbased upon academic ability, and that English is the second language for a large number of ourstudents, we believe our students’ examination results and university destinations demonstratethe quality and effectiveness of our approach to education.

WCL has a strong commitment to education, focusing on academic rigour, studentengagement and a high quality international learning experience. Like Nord Anglia Education,WCL follows a largely non-selective admissions policy. The aim of each school is to maximiseoutcomes for students of all abilities.

Superior Operational Capabilities

We strongly emphasise operational efficiency and adopt a data-driven approach to manageour business. Our global, regional and school teams track and analyse KPIs on a weekly basisand refine our operating strategy accordingly.

We focus on the following key areas of our operations:

• Student recruitment: We have a systematic approach to student recruitment. Ourcomprehensive recruitment strategies are adapted to each of our specific markets andexecuted by each school’s principal, admissions team and marketing manager. We usea relationship management system that enables us to monitor an applicant’s file atevery stage, from initial enquiry through enrolment.

• Pricing: We monitor market trends, taking into consideration historic and regionaleconomic trends and supply and demand dynamics, to set our tuition fee levels.

• Cost management: We use metrics-based management throughout our schooloperations to enhance efficiencies. We achieve operational efficiencies through variousmeans, including efficient class scheduling and optimising our teaching resources. Weoptimise our teaching resources by minimising the amount of administrativeresponsibilities allocated to our teachers to ensure that each teacher spends moretime focused on teaching.

• Capacity planning: We have developed expertise in planning and adding capacity tomeet demand. This enables us to manage growth by efficiently utilising capacity atexisting schools and expanding as necessary. We also work with architecturalconsultants who specialise in optimising school configurations. Our approach togrowing our network of schools is highly analytical and includes the use ofdemographic and economic models, when identifying opportunities for expansion.

• Cash and financial management: We have a centralised finance team that enables usto monitor and manage our business effectively. We have a track record of robust cashmanagement and have historically had few instances of bad debt.

7

We plan to integrate WCL into our operational platform and apply the same metrics andanalytical tools to WCL’s schools that we use for our existing schools. Having successfullyintegrated eight new schools since 2009, we believe our experience in managing acquisitionsand greenfield projects provides us with the resources and expertise required to successfullymanage the integration of WCL into our portfolio.

We use a “balanced scorecard” of key performance indicators which provides measures ofperformance relevant to all stakeholders including parents, students, teaching staff and investors.We believe this comprehensive and proven method of monitoring a school’s performance willhelp us effectively integrate and improve the desired outcomes where necessary in the WCLschools.

Partner of Choice

Our scale and reputation make us a desirable partner for sellers, developers and landlords.We believe that sellers of schools are often focused on the operating track record, financialstability and the reputation of potential buyers. We also believe that sellers are eager to secure asale of their school to partners who will operate the school to high standards. Our acquisitions ofschools in China, Switzerland and Thailand resulted from exclusive discussions with sellers whowere primarily concerned with these matters.

Similarly, developers and landlords seek to attract a recognised operator of schools with areputation for quality in order to enhance the value of their adjacent residential real estate. Ourschool in Puxi, Shanghai is an example of our collaboration with a developer and the localgovernment who were eager to develop Puxi into an attractive location for expatriates. Westarted the school in 2005 with a capacity of 500 places and since then we have increasedcapacity to 2,000 places, with all the expansion being funded by the developer.

Experienced Management Team

Our senior management team combines seasoned executives with experience in runningpublicly-listed companies and strong operational expertise as well as leading academic thinkers.Andrew Fitzmaurice has been with the Company for more than ten years and was CEO whenNord Anglia Education was a publicly-listed company in the United Kingdom. Since going privatein 2008, we have further invested in building a highly qualified management team, including ourCFO and our COO, both of whom have prior public company experience, in addition to variousother senior positions.

8

Our Strategies

We focus on the strategic initiatives described below to strengthen our position as one ofthe world’s leading premium schools organisations, and we intend to apply these initiatives toWCL’s schools.

Continue to increase student enrolments at our existing schools

We have been successful at driving enrolment growth and aim to continue this growth byapplying our systematic processes for enquiry generation, converting enquiries to enrolment andretention of existing students. Our school principals lead the recruitment effort with dedicatedadmissions and marketing teams. We generate enquiries and visits through referrals, web-basedstrategies and other marketing activities.

Maintain price leadership at our existing schools

We have made significant investments in our schools which enable us to consistentlyprovide high-quality premium education. We intend to leverage our superior quality andreputation to maintain price leadership in each of our markets and realise pricing growth inexcess of inflation.

WCL has also successfully driven enrolment growth through a rigorous approach to studentenrolment.

Improve the efficiency and enhance quality and consistency of our teaching resources

Our teaching costs are the largest component of our cost structure and therefore a keydriver of margins. We focus on driving teaching efficiencies through class scheduling andeffective deployment of our teaching resources. We optimise our teaching resources byminimising the amount of administrative responsibilities allocated to our teachers to ensure thateach teacher spends more time focused on teaching.

Capacity addition

Where opportunities arise, we may increase capacity by expanding our current schools,opening new school campuses or acquiring schools. In addition, we may opportunistically enternew markets, primarily in China, North America, Europe and ME/SEA where we believe there isor could be strong demand and subsequent expansion opportunities for premium schools.

WCL has adopted a similar approach to increasing capacity and entering new markets.

Our Approach to Academic Quality

Our philosophy is to help all our students to be the best that they can be. Our schools areinclusive in that they accept students with a wide range of academic ability. Through our “HighPerformance” approach we ensure that high academic performance is the goal for all students.

As with our previous acquisitions, we plan to apply our approach to academic quality toWCL’s schools to ensure consistent academic standards.

The key elements that we focus on to promote a high level of academic quality are:

An academically rigorous educational programme

Our curricula meet internationally recognised requirements and are adapted to meet localregulatory requirements, culture and customs. The majority of our schools teach the NationalCurriculum of England (the “National Curriculum”).

We utilise a highly customised IT platform designed around each student. It enables us totrack performance of students on an individual basis as well as benchmark within and across ourschools. We believe that this maximises student learning and performance by giving each

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student and faculty an accurate gauge of individual progress. In addition, this platform allows usto set clear expectations of learning objectives at a classroom, class year or school level andintervene as required. Further, our IT platform creates accountability among faculty members anddrives consistency in instruction by applying comparable metrics across our network.

In addition to our rigorous approach to classroom-based learning, we have a supplementaryinformal online learning environment which operates across all our schools that we call theGlobal Classroom. The Global Classroom is an internet-based system which allows our studentsto learn with other students in our schools throughout the world. This innovative and distinctivelearning environment introduces students to a new learning style, which creates independentlearners, preparing them well for future university study and turning them into global citizens.

Like Nord Anglia Education’s schools, all of WCL’s schools use a British style of educationand teach using the National Curriculum or the IBC.

Highly qualified principals, teachers and administrative staff

We demonstrate our commitment to premium quality education by hiring and retaininghighly qualified principals, teachers and administrative staff. We require all our teachers to befully qualified and have significant teaching experience in national or international schools. Theminimum credentials we require include formal teacher qualifications, such as a Post GraduateCertification in Education (“PGCE”) or its equivalent and at least two years of teachingexperience.

Our principals and teachers also benefit from the centralised support and experience of oureducational team, led by Professor Deborah Eyre. In addition, we have in place variouscontinuing professional development initiatives, including Nord Anglia University, which isdesigned to prepare some of our best teachers for career progression and help continuouslyimprove all of our teaching staff. We regularly and rigorously review the performance of ourprincipals and teaching staff to ensure that their performance meets our high standards.

As with Nord Anglia Education, the majority of WCL’s teachers are qualified in the UK whoare familiar with the National Curriculum and a British style of education.

Class sizes

Both Nord Anglia Education and WCL restrict classes to a maximum of 22 students, with afew exceptions, in order to provide each student with close teacher interaction and individualattention and support. This benefits students, and provides a rewarding environment for ourteachers and promotes staff retention.

High quality school facilities

Our school facilities, such as science laboratories, music and theatre resources, swimmingpools and other high quality sports facilities enhance the educational experience of our students.In addition, the majority of classrooms utilise interactive computerised white boards that facilitatestudents’ participation in learning. We use internationally-recognised architectural consultantsspecialised in school design to direct the development of new facilities and the expansion orrefurbishment of our existing schools in order to promote the efficient use of our facilities by staffand students.

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Our Recent Developments

On 22 May 2013, we completed the acquisition of 100% of the share capital of WCL Groupfor net consideration of GBP143.0 million (approximately US$222.2 million). We financed theacquisition and related fees and expenses through a capital contribution of US$133.4 million byour parent, Nord Anglia Education, Inc., and borrowings of US$113.9 million under the BridgeLoan Agreement. Our total borrowings under the Bridge Loan Agreement equalled US$125.0million. We used the excess borrowings under the Bridge Loan Agreement to fully repay $11.1million outstanding under our term loan facility with HSBC (the “HSBC Facility”), which we hadentered into in December 2012 in connection with the acquisition of our school in Thailand. See“Certain Relationships and Related Party Transactions” and “Description of Other MaterialIndebtedness and Certain Financing Arrangements”. We intend to repay our borrowings underthe Bridge Loan Agreement in full with the proceeds of this Offering.

On 21 April 2013, we entered into a definitive agreement for the development of a newpurpose-built K-12 school in Dubai in the United Arab Emirates. The owner of the rights to theland will build the school to our specifications and, on completion, we will lease the school. Thetarget date for the school opening is September 2014. We expect the school to provide capacityof approximately 1,500 places.

On 15 April 2013, La Côte International School SA entered into a definitive agreement forthe development of a new state-of-the-art K-12 campus in Aubonne, Switzerland with anexpected opening in September 2014. It will accommodate the students from the existingcampus of the La Cote International School and will provide total capacity of approximately 840places.

On 11 April 2013, following an extensive tender process, the Hong Kong Education Bureauawarded us a vacant school in Kowloon, Hong Kong. We intend to open the school in September2014, following a comprehensive renovation. We expect the school to serve primary and lowersecondary students, grades one to eight, with a capacity of over 660 places.

On 1 April 2013, we began consolidating the results of BISAD under IFRS, as we obtainedeffective control of BISAD from that date. We entered into a definitive agreement to acquire the49% equity interest in BISAD owned by an affiliate of our parent in September 2012. Wecontinue to work with the local education authority to effect the transfer of the shareholding. See“Certain Relationships and Related Party Transactions”.

On 28 March 2013, Barclays Bank PLC increased its commitment under our Senior SecuredRevolving Credit Facility from $30 million to $40 million. See “Description of Other MaterialIndebtedness and Certain Financing Arrangements”.

In addition to the above recent developments, in line with Nord Anglia Education’sacquisition strategy, we are in advanced discussions for the acquisition of a limited number ofsingle-site schools.

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Our Corporate Structure

The following chart shows a simplified summary of our corporate structure. See “CorporateStructure” and “Corporate Structure—Subsidiaries”.

Nord Anglia Education Limited(UK)

NA Schools Ltd (UK)

China SlovakiaSwitzerlandPolandLearningServices

UK

Bahrain

Malaysia UAESaudiArabia

Hong KongHungaryCzech

Republic

US$325 millionOriginal Notes and

US$165 millionAdditional Notes

US$40 million SeniorSecured Revolving

Credit Facility

Nord Anglia Education (UK) Holdings plc(the “Issuer”)

Guarantors2

Thailand WCL GroupLimited

QatarLearningServices SpainU.S.

US$150 million1

PIK Toggle Notes Nord Anglia Education, Inc.

1 Nord Anglia Education, Inc.’s US$150 million 8.50%/9.50% Senior PIK Toggle Notes due 2018 (the “PIK ToggleNotes”). The PIK Toggle Notes are unguaranteed and unsecured.

2 For a complete list of subsidiaries, including unrestricted subsidiaries, see “Corporate Structure—Subsidiaries”. Fora complete list of guarantors, see “Description of the Notes—Brief Description of the Structure and Ranking of theNotes, the Guarantees and the Security—The Guarantees”.

Our Ultimate Controlling Shareholder

The Baring Asia Private Equity Fund IV (“Baring Asia Fund IV” and collectively with TheBaring Asia Private Equity Fund III and controlled coinvestment vehicles “Baring Private EquityAsia”) is our controlling shareholder. Baring Asia Fund IV is an Asian regional private equity fundwith $1.5 billion of commitments under management. Baring Private Equity Asia and affiliates(collectively “Baring Asia”) is one of the largest and most established independent private equityfirms in Asia with more than $5 billion of commitments under management. Baring Asia runs apan-Asian investment programme, specialising in mid-market companies requiring capital forexpansion, recapitalisation or acquisitions. The firm has been investing in Asia since its formationin 1997 and has more than 90 employees located in offices in Hong Kong, Shanghai, Beijing,Mumbai, Singapore, Tokyo and Jakarta. Baring Asia currently has more than 30 portfoliocompanies across Asia with more than 80,000 employees and revenues of more than $16 billionin 2012. The firm was previously part of Dutch insurer ING but became independent through amanagement-led buyout in 2000 and is currently 100% owned by its partners.

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THE OFFERING

The following summary of the offering contains basic information about the Notes, theGuarantees and the Collateral. It is not intended to be complete and is subject to importantlimitations and exceptions. Terms used in this summary and not otherwise defined shall have themeanings given to them in “Description of the Notes”. For a more complete understanding of theNotes, the Guarantees and the Collateral, please refer to “Description of the Notes” herein.

Issuer .............................................. Nord Anglia Education (UK) Holdings plc.

Additional Notes Offered.................. $165 million aggregate principal amount of 10.25%Senior Secured Notes due 2017.

Offering Price .................................. 106.5% of the principal amount of the Additional Notesplus accrued interest from 1 April 2013 to, but notincluding, the issue date of the Additional Notes.

Maturity Date ................................... 1 April 2017.

Interest ............................................ The Additional Notes will bear interest from 1 April 2013at the rate of 10.25% per annum, payable semi-annuallyin arrears.

Yield to Maturity............................... 8.191%.

Interest Payment Dates ................... 1 April and 1 October of each year.

Ranking of the Notes....................... The Notes:

• are the Issuer’s general obligations, secured asdescribed below under “—Security”;

• rank equally in right of payment with all of theIssuer’s existing and future debt that is notsubordinated in right of payment to the Notes;

• rank senior in right of payment to any existing andfuture debt of the Issuer expressly subordinated inright of payment to the Notes;

• are structurally subordinated to all existing andfuture debt of Subsidiaries of the Issuer that do notprovide Guarantees;

• are guaranteed on a senior basis by theGuarantors, subject to limitations described underthe caption “Limitations on Validity andEnforceability of the Guarantees and SecurityInterests and Certain Insolvency LawConsiderations” and in “Risk Factors—RisksRelating to the Guarantees and the Collateral”; and

• are effectively subordinated to the Issuer’s existingand future secured debt that is secured by assetsthat do not secure the Notes, to the extent of thevalue of the assets securing such debt.

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Guarantees...................................... The Issuer’s obligations under the Notes areguaranteed by the Guarantors. The obligations of eachGuarantor under its Guarantee are limited to an amountnot to exceed the maximum amount that can beguaranteed by each such Guarantor by law. By virtue ofthis limitation, a Guarantor’s obligations under itsGuarantee could be significantly less than amountspayable with respect to the Notes, or a Guarantor mayeffectively have no obligation under its Guarantee. See“Risk Factors—Risks Relating to the Guarantees andthe Collateral—The Guarantees may be challengedunder applicable insolvency or fraudulent transfer laws,which could impair the enforceability of the Guarantees.In addition, the pledge of certain Collateral may in somecircumstances be voidable”, “Risk Factors—RisksRelating to the Guarantees and the Collateral—Corporatebenefit and capital maintenance laws and otherlimitations on the Guarantees and the security interestsmay adversely affect the validity and enforceability ofthe Guarantees and the security interests” and“Limitations on Validity and Enforceability of theGuarantees and Security Interests and CertainInsolvency Law Considerations”.

Ranking of the Guarantees.............. Each Guarantee:

• is a general obligation of the Guarantor thatgranted such Guarantee, secured as describedbelow under “—Security”;

• ranks equally in right of payment with all of suchGuarantor’s existing and future debt that is notsubordinated in right of payment to suchGuarantee;

• is effectively subordinated to all such Guarantor’sexisting and future secured debt that is secured byassets not securing the Notes, to the extent of thevalue of the assets securing such debt; and

• ranks senior in right of payment to suchGuarantor’s existing and future debt that isexpressly subordinated in right of payment to itsGuarantee.

See “Risk Factors—Risks Relating to the Guaranteesand the Collateral” and “Limitations on Validity andEnforceability of the Guarantees and Security Interestsand Certain Insolvency Law Considerations”.

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Security ........................................... The obligations of the Issuer and the Guarantors underthe Notes and the Indenture are secured on afirst-ranking basis (subject to certain agreed securityprinciples and the Perfection Requirements) by:

• a pledge over all present and future shares ofcapital stock of the Issuer; NA Schools Limited; NAEducational Services Limited; Nord AngliaEducation Limited; Nord Anglia VocationalEducation and Training Services Limited; NordAnglia Education Development Services Limited;Nord Anglia Middle East Holding S.P.C.; NordInternational Schools Limited; the British SchoolSp. z o.o.; Collège Champittet SA; Collège AlpinBeau-Soleil SA; La Côte International School SA;Brighton Education Services Sdn. Bhd.; theEnglish International School Prague s.r.o.; BritishInternational School Bratislava s.r.o.; NAE HongKong Limited; Rice Education Hong Kong Limitedand EEE Enterprise Limited;

• security in respect of certain shareholder loansmade by Nord Anglia Education, Inc. to the Issuer(if and to the extent outstanding on the ClosingDate);

• fixed and floating charges over the businessassets of certain Guarantors;

• assignments in respect of certain insurancepolicies, contracts or claims of certain Guarantors;and

• pledges over the bank accounts of certainGuarantors.

We have also agreed to pledge shares of capital stockof certain future Guarantors to secure the Notes and theGuarantees (other than of any Immaterial Subsidiary ora Restricted Subsidiary incorporated in or organisedunder the laws of the PRC, the Czech Republic orSlovakia or any jurisdiction that prohibits suchRestricted Subsidiary from guaranteeing the payment ofthe Notes).

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By 21 July 2013, which is the date 60 days after theacquisition of WCL Group, the Collateral will includepledges of the capital stock of all members of WCLGroup, other than those designated as UnrestrictedSubsidiaries, certain Spanish subsidiaries and itssubsidiary organised in Qatar.

Security granted by the Issuer and the Guarantors willbe limited by applicable law and certain agreed securityprinciples as described under “Limitations on Validityand Enforceability of the Guarantees and SecurityInterests and Certain Insolvency Law Considerations”and “Risk Factors—Risks Relating to the Guaranteesand the Collateral”.

The assets securing the Notes also secure the SeniorSecured Revolving Credit Facility and may securecertain hedging obligations and Pari Passu Debt on anequal and ratable basis and may be released undercertain circumstances. See “Risk Factors—RisksRelating to the Guarantees and the Collateral—Thereare circumstances other than repayment or discharge ofthe Notes under which the Collateral securing the Notesand Guarantees will be released automatically, withoutyour consent or the consent of the Trustee”,“Description of Other Material Indebtedness and CertainFinancing Arrangements—Intercreditor Agreement” and“Description of the Notes—Security”.

Intercreditor Agreement ................... The Intercreditor Agreement governs the relationshipsand relative priorities among: (i) the lenders under theSenior Secured Revolving Credit Facility; (ii) anypersons that accede to the Intercreditor Agreement ascounterparties to certain hedging agreements; (iii) theTrustee, on its behalf and on behalf of the Noteholders;(iv) intragroup creditors and debtors; and (v) the director indirect shareholders of the Issuer in respect ofcertain structural debt that the Issuer has or may incurin the future (including any subordinated shareholderloans). In addition, the Intercreditor Agreementregulates the relationship between the Issuer and itsRestricted Subsidiaries, on the one hand, and theshareholders of the Issuer and related parties, on theother hand. See “Description of the Notes” and“Description of Other Material Indebtedness and CertainFinancing Arrangements—Intercreditor Agreement”.

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Use of Proceeds.............................. Of the net proceeds from the Offering, we intend to use:(i) US$125 million to repay in full our borrowings underthe Bridge Loan Agreement; and (ii) US$50.6 million forgeneral corporate purposes, including to fund theacquisition of additional schools or to repay borrowingsunder our Senior Secured Revolving Credit Facility, see“Use of Proceeds”.

Optional Redemption ....................... At any time prior to 1 April 2015, the Issuer may,subject to certain exceptions, on any one or moreoccasions, redeem up to 35% of the aggregate principalamount of the Notes at a redemption pri