Inspired Education

Recommended cash acquisition of Wey Education Plc

RNS Number : 3130U
Inspired Education Holdings Limited
01 April 2021
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE.

1 April 2021

RECOMMENDED CASH ACQUISITION

of

WEY EDUCATION PLC

by

INSPIRED EDUCATION ONLINE LIMITED

 

(an indirect wholly owned subsidiary of Inspired Education Holdings Limited ("Inspired"))

 

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Summary

The boards of Inspired Education Online Limited ("Bidco") (the "Bidco Board" or the "Bidco Directors") and Wey Education plc ("Wey Education") (the "Wey Education Board" or the "Wey Education Directors") are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by Bidco, to acquire the entire issued and to be issued ordinary share capital of Wey Education (the "Acquisition"). The Acquisition is intended to be effected by means of a court-sanctioned scheme of arrangement between Wey Education and the Wey Education Shareholders under Part 26 of the Companies Act (the "Scheme") (or, if Bidco elects, with the consent of the Panel, by way of a Takeover Offer).

Under the terms of the Acquisition, which is subject to the Conditions and further terms set out in Appendix 1 to this Announcement, and to the full terms and conditions to be set out in the Scheme Document in due course, Wey Education Shareholders will be entitled to receive:

for each Wey Education Share held   47.5 pence in cash

The Acquisition values the ordinary share capital of Wey Education at approximately £70.4 million on a fully diluted basis.

The Acquisition Price represents:

• a premium of approximately 46.2 per cent. to the Closing Price of 32.5 pence per Wey Education Share on 31 March 2021 (being the last Business Day prior to the date of this Announcement);

• a premium of approximately 37.3 per cent. to the volume weighted average price of 34.6 pence per Wey Education Share over the last month to 31 March 2021 (being the last Business Day before the date of this Announcement);

• a premium of approximately 45.3 per cent. to the six month volume weighted average price of 32.7 pence per Wey Education Share to 31 March 2021 (being the last Business Day before the date of this Announcement);

• a premium of approximately 70.9 per cent. to the twelve month volume weighted average price of 27.8 pence per Wey Education Share to 31 March 2021 (being the last Business Day before the date of this Announcement); and

• an implied price to earnings multiple of approximately 103.3x Wey Education's adjusted diluted earnings of 0.46 pence per Wey Education Share for the year ended 31 August 2020.

If, on or after the date of this Announcement, any dividend and/or other distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the Wey Education Shares on or after the date of this Announcement and prior to the Effective Date, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Wey Education Shares by an amount up to the amount of such dividend and/or distribution and/or return of capital, in which case any reference in this Announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced.

Recommendation

• The Wey Education Directors, who have been so advised by WH Ireland as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Wey Education Directors, WH Ireland has taken into account the commercial assessments of the Wey Education Directors. WH Ireland is providing independent financial advice to the Wey Education Directors for the purposes of Rule 3 of the Code.

• Accordingly, the Wey Education Directors intend unanimously to recommend that Wey Education Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) as those Wey Education Directors who hold Wey Education Shares (in a personal capacity or through a nominee) have irrevocably undertaken to do in respect of their own beneficial holdings of 11,426,985 Wey Education Shares (representing, in aggregate, approximately 8.17 per cent. of the Wey Education Shares in issue on the Latest Practicable Date). These irrevocable undertakings remain binding even in the event of a higher competing offer.

Irrevocable undertakings and support for the Acquisition

• In addition to the irrevocable undertakings from those Wey Education Directors who hold Wey Education Shares referred to above, Bidco has received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) from Gresham House Asset Management Ltd and in respect of those Wey Education Shares beneficially owned by the Estate of David Laurence Massie in respect of, in aggregate, 46,594,218 Wey Education Shares (representing, in aggregate, approximately 33.32 per cent. of the Wey Education Shares in issue on the Latest Practicable Date).

Bidco has also received letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) from Octopus Investments and Canaccord Genuity Wealth Management in respect of, in aggregate, 16,400,000 Wey Education Shares (representing, in aggregate, approximately 11.73 per cent. of the Wey Education Shares in issue on the Latest Practicable Date).

• In total therefore, as at the date of this Announcement, Bidco has received irrevocable undertakings and letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) with respect to a total of 74,421,203 Wey Education Shares (representing approximately 53.21 per cent. of the Wey Education Shares in issue on the Latest Practicable Date).

Further details of the irrevocable undertakings (including details of the circumstances in which they may cease to be binding) and letters of intent received by Bidco are set out in Appendix 4 to this Announcement.

Information on Inspired and Bidco

Inspired and the Inspired Group

Inspired owns and operates over 60 premium private-pay K-12 schools with 48,000 students enrolled across 20 countries globally. In October 2020, Inspired launched its online offering, King's College Online, which blends online learning with the option of spending time at one of Inspired's acclaimed schools situated around the globe. The launch of King's College Online makes Inspired the largest premium global schools group to expand its formal educational offering with a specific online offering to date. The Inspired business was founded in 2013 by Nadim Nsouli, and its success since then has led it to receive backing from leading global investors.

Bidco

Bidco is a private company limited by shares incorporated on 26 February 2021 under the laws of England and Wales. Bidco is a wholly-owned indirect subsidiary of Inspired. The directors of Bidco are Nadim Nsouli, Robert Rostas and Alexander Clement.

Timetable, Conditions and Scheme Document

It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (or, if Bidco elects, with the consent of the Panel, by way of a Takeover Offer). The purpose of the Scheme is to provide for Bidco to become the owner of the whole of the issued and to be issued ordinary share capital of Wey Education. The Scheme will be put to Scheme Shareholders at the Court Meeting and to Wey Education Shareholders at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. The implementation of the Scheme also requires the approval by Wey Education Shareholders representing at least 75 per cent. of the votes cast (either in person or by proxy) of the Special Resolution to be proposed at the General Meeting to amend the Wey Education Articles to ensure that, if the Scheme is approved at the Court Meeting, any Wey Education Shares issued after the Scheme Record Time will automatically be acquired by Bidco on the same terms as under the Scheme.

The Acquisition is subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document.

The Scheme Document will include further information about the Acquisition, together with notices of the Court Meeting and the General Meeting and the expected timetable of the Scheme, and will specify the actions recommended to be taken by Wey Education Shareholders. It is expected that the Scheme Document together with the associated Forms of Proxy, will be dispatched to Wey Education Shareholders as soon as reasonably practicable and, in any event (save with the consent of the Panel) within 28 days of this Announcement. The Scheme Document will be made available by Wey Education on its website at https:// www.weyeducation.com /investors/ and by Bidco on its website at https://inspirededu.com/offer subject to certain restrictions in relation to persons in Restricted Jurisdictions).

The Acquisition is currently expected to complete during the second quarter of 2021, subject to the satisfaction or waiver of the Conditions.

Comments on the Acquisition

Commenting on the Acquisition, Nadim Nsouli, founder, Chairman and CEO of Inspired and director of Bidco, said:

"We are pleased to receive the recommendation from the Board of Directors for the acquisition of Wey Education, a long-term leader in online education with a strong reputation in the UK and international markets. We believe this represents an exciting development for both Inspired and Wey Education, which will support the Combined Group's growth nationally and internationally. Wey Education, which is providing a British curriculum education through its online live teaching and learning platform, will now be able to benefit from the support of a global schools group with leading educational experts, strong brand recognition, and premium physical facilities across the globe. "

Commenting on the Acquisition, Barrie Whipp, Chairman of Wey Education said:

"Wey Education has grown to be a leader in online education, with the goal of providing a personal learning experience for all its students. We now educate approximately 4,000 students across our two brands, InterHigh and Academy21. We have, in recent years, become aware of Inspired, and fully believe the Inspired team have a deep understanding of the market, and a strong commitment to online education and it has an understanding of the history and importantly, legacy of Wey Education. The Wey Education Board believes that Wey Education being part of the Inspired Group will be positive for students, staff and teachers that remain with the business. Inspired has made an all-cash offer at a price per share that the Wey Education Board feels it can support and a premium to the current share price that allows shareholders to realise a gain fairly reflecting Wey Education's future growth opportunities. Accordingly, the Wey Education Board intends to unanimously recommend the offer by Inspired to Wey Education's Shareholders to vote in favour of the Scheme. The Wey Education Directors who own shares in the Company have given irrevocable undertakings to Inspired that they will support the offer."

General

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices.

In particular, the Acquisition is subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 to this Announcement contains the sources of information and bases of calculation for certain information contained in this Announcement. Appendix 3 to this Announcement contains the assumptions on which the Wey Education Profit Forecast is stated and its bases of preparation. Appendix 4 to this Announcement contains a summary of the irrevocable undertakings and letters of intent received in relation to the Acquisition. Appendix 5 to this Announcement contains definitions of certain terms and expressions used in this summary and this Announcement.

Enquiries:

Inspired / Bidco

 

Nadim Nsouli

Robert Rostas

 

+44(0) 20 3867 9965

Rothschild & Co
(Financial Adviser to Bidco / Inspired)

+44 (0) 20 7280 5000

Alexandre Mathé

Yasmine Benkhanouche 

 

 

 

Wey Education

 

Barrie Whipp

Jacqueline Daniell

+44 (0) 77 7836 7999
+44 (0) 75 1587 8389

 

 

WH Ireland

(Financial Adviser, Nominated Adviser and Broker to Wey Education)

+44 (0) 20 7220 1666

 

James Joyce

Chris Savidge

James Sinclair-Ford

 

 

Alma PR

(Public Relations adviser to Wey Education)

 

Josh Royston

+44 (0) 7780 901 979

 

Stephenson Harwood LLP is providing legal advice to Bidco and Inspired.

DAC Beachcroft LLP is providing legal advice to Wey Education.

Important Notices

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Bidco and Inspired and no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Bidco and Inspired for providing the protections afforded to clients of Rothschild & Co or for providing advice in relation to the subject matter of this Announcement.

WH Ireland Limited ("WH Ireland"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser and broker exclusively for Wey Education and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Wey Education for providing the protections afforded to clients of WH Ireland, nor for providing advice in relation to any matter referred to herein. Neither WH Ireland nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of WH Ireland in connection with this Announcement, any statement contained herein or otherwise.

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for, or any invitation to purchase or subscribe for, any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through and on the terms set out in the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document) and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document). Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

This Announcement does not constitute a prospectus or prospectus exempted document.

Overseas Shareholders

The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable legal or regulatory requirements. In particular the ability of persons who are not resident in the United Kingdom to vote their Wey Education Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purpose of complying with English law, the AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Scheme Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located or to which they are subject.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction.

Additional information for US investors

Wey Education Shareholders in the United States should note that the Acquisition relates to the securities of a company incorporated under the laws of England and Wales and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies.

None of the securities referred to in this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States. It may be difficult or impossible for a US holder of Wey Education Shares to enforce their rights and claims, if any, arising out of the US federal securities laws, since Bidco and Wey Education and some or all their officers and directors may be located in countries outside of the United States and a US holder of Wey Education Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Furthermore, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Wey Education Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. Each such Wey Education Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him, including under applicable United States state and local, as well as foreign and other tax laws.

Forward-looking statements

This Announcement may contain certain "forward-looking statements" with respect to Inspired, Bidco and/or Wey Education. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) the expected effects of the Acquisition on Bidco and Wey Education, including the business and management strategies of Bidco and the expansion and growth of Wey Education and potential synergies resulting from the Acquisition; and (iii) the expected timing and scope of the Acquisition.  

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of Bidco or Wey Education, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Bidco or Wey Education or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Bidco and Wey Education assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

Profit forecasts or estimates

The Wey Education Profit Forecast is a profit forecast for the purposes of Rule 28 of the Code. As required by Rule 28.1 of the Code, the assumptions on which the Wey Education Profit Forecast is stated are set out in Appendix 3 to this Announcement.

Other than the Wey Education Profit Forecast, no statement in this Announcement is intended or shall be deemed as a profit forecast, projection or estimate of the future financial performance of Bidco or Wey Education for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Wey Education for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Wey Education.   

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Wey Education as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms (subject to appropriate amendments referred to in paragraph 5 of Part B of Appendix 1 to this Announcement), so far as applicable, as those which would apply to the Scheme.

Publication on website and availability of hard copies

A copy of this Announcement and the documents required to be published pursuant to Rule 26.1 and 26.2 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Bidco's website at https://inspirededu.com/offer and on Wey Education's website at https://www.weyeducation.com/investors/ by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of the websites referred to in this Announcement, nor the content of any other website accessible from hyperlinks on such websites, is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.3 of the Code, a person who is entitled to be sent a copy of this Announcement, and who has not received a hard copy of it, may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement), free of charge, by calling or submitting a request in writing to Neville Registrars Limited on +44 (0) 121 585 1131 / [email protected] For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless you have previously notified Wey Education that you wished to receive all documents in hard copy form or unless requested by contacting Neville Registrars Limited on +44 121 585 1131 / [email protected] Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones. Neville Registrars Limited cannot provide any financial, legal or tax advice and calls may be recorded and randomly monitored for security and training purposes. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form. Save as otherwise referred to above, a hard copy of this Announcement will not be sent unless requested.

Electronic communications - information for Wey Education Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Wey Education Shareholders, persons with information rights and other relevant persons for the receipt of communications from Wey Education may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 of the Code.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th Business Day (as defined in the Code) following the commencement of the offer period and, if appropriate, by no later than 3.30 pm on the 10th Business Day (as defined in the Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm on the Business Day (as defined in the Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Relevant securities in issue

In accordance with Rule 2.9 of the Code, Wey Education confirms that, as at the date of this Announcement, its current issued share capital comprises 139,858,471 ordinary shares of £0.01 each. Wey Education does not hold any Wey Education Shares in treasury. The International Securities Identification Number for Wey Education Shares is GB00B54NKM12.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

 

 

 

 

 

 

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE.

1 April 2021

RECOMMENDED CASH ACQUISITION

of

WEY EDUCATION PLC

by

INSPIRED EDUCATION ONLINE LIMITED

 

(an indirect wholly owned subsidiary of Inspired Education Holdings Limited ("Inspired"))  

 

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

 

1  Introduction

The board of directors of Inspired Education Online Limited ("Bidco") (the "Bidco Board" or the "Bidco Directors") and the board of directors of Wey Education plc ("Wey Education") (the "Wey Education Board" or the "Wey Education Directors") are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by Bidco to acquire the entire issued ordinary share capital of Wey Education (the "Acquisition"). The Acquisition is intended to be effected by means of a court-sanctioned scheme of arrangement between Wey Education and the Wey Education Shareholders under Part 26 of the Companies Act (the "Scheme") (or, if Bidco elects, with the consent of the Panel, by way of a Takeover Offer).

2  The ACQUISITION

Under the terms of the Scheme, which is subject to the Conditions and further terms set out in Appendix 1 to this Announcement, and to the full terms and conditions to be set out in the Scheme Document in due course, Wey Education Shareholders will be entitled to receive:

for each Wey Education Share held  47.5 pence in cash

The Acquisition values the ordinary share capital of Wey Education at approximately £70.4 million on a fully diluted basis.

The Acquisition Price represents:

• a premium of approximately 46.2 per cent. to the Closing Price of 32.5 pence per Wey Education Share on 31 March 2021 (being the last Business Day prior to the date of this Announcement);

• a premium of approximately 37.3 per cent. to the volume weighted average price of 34.6 pence per Wey Education Share over the last month to 31 March 2021 (being the last Business Day before the date of this Announcement);

• a premium of approximately 45.3 per cent. to the six month volume weighted average price of 32.7 pence per Wey Education Share to 31 March 2021 (being the last Business Day before the date of this Announcement);

• a premium of approximately 70.9 per cent. to the twelve month volume weighted average price of 27.8 pence per Wey Education Share to 31 March 2021 (being the last Business Day before the date of this Announcement); and

  an implied price to earnings multiple of approximately 103.3x Wey Education's adjusted diluted earnings of 0.46 pence per Wey Education Share for the year ended 31 August 2020.

The Wey Education Shares to be acquired pursuant to the Acquisition will be acquired by Bidco with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends which the Wey Education Shareholders shall be entitled to receive, and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Effective Date in respect of the Wey Education Shares.

If any dividend or other distribution or return of value is authorised, declared, made or paid in respect of Wey Education Shares on or after the date of this Announcement and prior to the Effective Date, Bidco reserves the right to reduce the Acquisition Price by an amount up to the per share amount of such dividend or other distribution, except where the Wey Education Shares are or will be acquired pursuant to the Scheme on a basis which entitles Bidco to receive the dividend, distribution or return of value and to retain it.

If any such dividend, distribution or return of value is paid or made after the date of this Announcement and Bidco exercises its rights described above, any reference in this Announcement to the consideration payable under the Scheme shall be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme.

3  conditions to the acquisition

The Acquisition will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and which will be set out in the Scheme Document, including:

· the approval of the Scheme by a majority in number of Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted;

· the approval by Wey Education Shareholders representing at least 75 per cent. of the votes cast (either in person or by proxy) of the Special Resolution to be proposed at the General Meeting to amend the Wey Education Articles to ensure that, if the Scheme is approved at the Court Meeting, any Wey Education Shares issued after the Scheme Record Time will automatically be acquired by Bidco on the same terms as under the Scheme;

· the sanction of the Scheme by the Court;

· the Scheme becoming Effective by no later than the Long Stop Date; and

· the satisfaction of the other Conditions listed in Appendix 1 to this Announcement.

4  Background to and reasons for the ACQUISITION

Inspired has been following the development of Wey Education and has been impressed by its growth, track record and reputation in the UK and international markets, as well as the platform it has developed over 15 years of operation. Bidco believes Wey Education is well positioned as a long-term leader providing British curriculum education within the increasingly relevant online education market and represents a compelling opportunity for Inspired to scale its own new and growing online educational offering via the acquisition of an experienced, specialist operator.   

Bidco views Wey Education's offering as both diverse and complementary to the existing Inspired business and expects the leveraging of Inspired's premium proposition, global presence and strong brand recognition to strengthen the reputation and standing of the Combined Group. Potential for access to Inspired's premium physical facilities across the globe can also provide attractive opportunities for Wey Education students to interact physically and enhance social elements of the Wey Education platform. In addition, Inspired's educational content developed across its over 60 schools, proven teaching practices and experienced teacher base, with cross-curricula knowledge, is expected to enhance Wey Education's student experience and academic outcomes. The Bidco Directors also believe the improved access to capital as well as Inspired's existing global network and presence will help to drive Wey Education's acceleration beyond what would be achievable as a standalone listed company. Inspired is managed by a highly qualified, experienced, and entrepreneurial management team with a long-established track record of successfully acquiring and growing businesses. All of the above supports the Bidco Directors' belief that the Acquisition represents an exciting opportunity for Wey Education's employees, management team, students, partners and Wey Education Shareholders.  

5  Recommendation by Wey Education directors

The Wey Education Directors, who have been so advised by WH Ireland as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. WH Ireland is providing independent financial advice to the Wey Education Directors for the purposes of Rule 3 of the Code. In providing its financial advice to the Wey Education Directors, WH Ireland has taken into account the commercial assessments of the Wey Education Directors.

Accordingly, the Wey Education Directors intend unanimously to recommend that Wey Education Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution relating to the Acquisition at the General Meeting, as those Wey Education Directors who hold Wey Education Shares have irrevocably undertaken to do or, as they have otherwise irrevocably undertaken to direct (and use all reasonable endeavours to procure that) their nominees do, in respect of their own beneficial holdings of 11,426,985 Wey Education Shares in aggregate and representing approximately 8.17 per cent. of Wey Education's issued share capital as at the Latest Practicable Date. These irrevocable undertakings remain binding even in the event of a higher competing offer.

6  Background to and reasons for the Wey Education directors' recommendation

As noted in the Wey Education 2020 Annual Report and Accounts, Wey Education is in a period of growth with increasing enrolments as a result of increased marketing spend and awareness of the Wey Education Group's education offerings. This is reflected in the Wey Education Profit Forecast which was announced on 13 January 2021. Wey Education remains well positioned in its markets to make further advances in line with its growth strategy.

Notwithstanding Wey Education's recent growth and its optimism for the future, the Wey Education Directors consider that the Acquisition provides Wey Education Shareholders with certainty of value at a level which adequately reflects both the quality of the Wey Education business and its position in its selected market. The Acquisition provides certainty, in cash, to Wey Education Shareholders today, as against the inherent uncertainty of the delivery of future value that exists in any business. Accordingly, the Wey Education Directors believe that the Wey Education Shareholders should have the opportunity to realise their investment in Wey Education on the terms proposed by Inspired.

The Wey Education Directors note that the Acquisition represents a substantial premium, in cash, of approximately 46.2 per cent. to the Closing Price of 32.5 pence per Wey Education Share on 31 March 2021 (being the last Business Day prior to the date of this Announcement); approximately 37.3 per cent. to the volume weighted average price of 34.6 pence per Wey Education Share over the last month to 31 March 2021 (being the last Business Day before the date of this Announcement); approximately 45.3 per cent. to the six month volume weighted average price of 32.7 pence per Wey Education Share to 31 March 2021 (being the last Business Day before the date of this Announcement); and approximately 70.9 per cent. to the twelve month volume weighted average price of 27.8 pence per Wey Education Share to 31 March 2021 (being the last Business Day before the date of this Announcement).

The Wey Education Directors recognise that Inspired owns and operates over 60 premium private-pay K-12 schools with 48,000 students enrolled across 20 countries globally and that Inspired's online offering, King's College Online, complements Wey Education's own online offering.

The online education industry is expanding, which has been accelerated and highlighted by the Covid-19 pandemic. As a result, the online education market is becoming increasingly competitive.

The Wey Education Directors believe that there is strong commercial logic in combining the companies of Inspired and Wey Education as the enlarged group will be better placed to capitalise on the expanding online education industry.

The Wey Education Directors note that Inspired's overarching intention is to enhance and support Wey Education's future growth. Further, Inspired values what Wey Education has achieved to date and attaches great importance to the skills, track record and experience of the existing operational management and employees of Wey Education. Subject to the outcome of the Post-Acquisition Review, Inspired expects Wey Education employees to continue to play an important role contributing to the success of the Combined Group following completion of the Acquisition.

After careful consideration of the Acquisition Price, the deliverability of the Acquisition and Inspired's track record and commitment in the education sector, the Wey Education Directors believe that Inspired's offer represents compelling value given the balance of future opportunities and risks facing the business and provides an opportunity for Wey Education Shareholders to crystallise, in cash, the value of their holdings.

7  Irrevocable undertakings and LetterS of intent  

Bidco has received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) from those Wey Education Directors who hold Wey Education Shares (in a personal capacity or through a nominee) in respect of their entire beneficial holdings of Wey Education Shares, amounting, in aggregate, to 11,426,985 Wey Education Shares (representing, in aggregate, approximately 8.17 per cent. of the Wey Education Shares in issue on the Latest Practicable Date). These irrevocable undertakings remain binding even in the event of a higher competing offer.

In addition to the irrevocable undertakings from those Wey Education Directors who hold Wey Education Shares referred to above, Bidco has also received irrevocable undertakings to vote or procure votes in favour of the Scheme and the Court Meeting and the Special Resolution to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) from Gresham House Asset Management Ltd and in respect of those Wey Education Shares beneficially owned by the Estate of David Laurence Massie in respect of, in aggregate, 46,594,218 Wey Education Shares (representing, in aggregate, approximately 33.32 per cent. of the Wey Education Shares in issue on the Latest Practicable Date).

Bidco has also received letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) from Octopus Investments and Canaccord Genuity Wealth Management in respect of, in aggregate, 16,400,000 Wey Education Shares (representing, in aggregate, approximately 11.73 per cent. of the Wey Education Shares in issue on the Latest Practicable Date).

In total therefore, as at the date of this Announcement, Bidco has received irrevocable undertakings and letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting and Special Resolution to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) with respect to a total of 74,421,203 Wey Education Shares (representing approximately 53.21 per cent. of the Wey Education Shares in issue on the Latest Practicable Date).  

Further details of these irrevocable undertakings (including details of the circumstances in which they may cease to be binding) and letters of intent are set out in Appendix 4 to this Announcement.

8  Information relating to the iNSPIRED group and bidco

Inspired and the Inspired Group

Inspired owns and operates over 60 premium private-pay K-12 schools with 48,000 students enrolled across 20 countries globally. In October 2020, Inspired launched its online offering, King's College Online, which blends online learning with the option for students to spend time at one of Inspired's acclaimed schools situated around the globe. The launch of King's College Online makes Inspired to date the largest premium global schools' group to expand its educational offering with a specific online offering. The Inspired business was founded with the acquisition of 4 schools in 2013 by Nadim Nsouli and has since then attracted additional backing from leading global investors. 

Inspired, the current holding company of the Inspired business, is a private company limited by shares incorporated on 23 September 2016 under the laws of England and Wales. The directors of Inspired are Nadim Nsouli, Graeme Crawford, Christopher Parkin, Ramzi Rishani, Adarsh Sarma and Ivan Stoyanov.

Bidco

Bidco is a private company limited by shares incorporated on 26 February 2021 under the laws of England and Wales for the purpose of implementing the Acquisition. Bidco has not traded since the date of its incorporation and has not entered into any obligations other than in connection with the Acquisition and its financing. Bidco is a wholly-owned indirect subsidiary of Inspired. The directors of Bidco are Nadim Nsouli, Robert Rostas and Alexander Clement.

9  Information relating to Wey Education

Wey Education, founded in 2007, delivers its education services directly to its customers through its online live teaching and learning platform. Wey Education has two brands: InterHigh and Academy21. Using digital technology, Wey Education operates two established divisions - InterHigh School, a non-selective fee paying online primary school, secondary school and sixth form college, and Academy21, delivering alternative provision for other educational providers, schools, local authorities and other public bodies.

Wey Education employed 141 employees on average in the year ended 31 August 2020, had annual turnover of £8.4 million and made a profit before tax of £0.5 million.

The ordinary shares of Wey Education have been quoted on the AIM market of the London Stock Exchange since 2015 under the symbol AIM:WEY.

Further information on Wey Education can be found on its website at https:// www.weyeducation.com /investors/ .

10  WEY EDUCATION PROFIT FORECAST

Within the trading update announced by Wey Education on 13 January 2021, the Wey Education Board stated that in respect of the first four months of the financial year ended 31 August 2021, trading had "been significantly ahead of budget and market expectations" and that "the Company expects to exceed market forecasts in both turnover and profitability for the year ending 31 August 2021".

Specifically it stated "the Company expects profit before tax for 2021 to be ahead of market expectations" (the "Wey Education Profit Forecast").

At the time of the trading update, being 13 January 2021, the market expectations the Wey Education Board were referring to were those of the forecasts included in the equity research note published by WH Ireland on 10 November 2020 ("Equity Research Note"). In this research note, the equity analyst forecasted for the year ended 31 August 2021 adjusted profit before tax of £1.3 million.

The difference between adjusted profit before tax and statutory profit before tax relates to the amortisation of acquired intangibles and equity based share awards which are excluded from the equity analyst's forecast of adjusted profit before tax.

Wey Education expects the total of amortisation of acquired intangibles and the equity based share awards to be approximately £63,000 for the year ended 31 August 2021. Accordingly, profit before tax for the year ending 31 August 2021 is expected to be above £1.2 million.

Trading of Wey Education since 31 August 2020 has continued to be ahead of the forecasts included in the Equity Research Note and, pursuant to Rule 28.1(c)(i) of the Code, the Wey Education Directors, who are now in receipt of the management accounts for the six months ending 28 February 2021, confirm that the Wey Education Profit Forecast remains valid, that it has been properly compiled on the basis of the assumptions stated and that the basis of accounting used in making the Wey Education Profit Forecast is consistent with Wey Education 's accounting policies.

Further details of the Wey Education Profit Forecast, which constitutes a profit forecast for the purposes of Rule 28 of the Code, including the basis of preparation and the assumptions used in making the Wey Education Profit Forecast, are set out in Appendix 3 to this Announcement.

11  INTENTIONS OF BIDCO  

Strategic plans for Wey Education 

The directors of Inspired believe the Acquisition represents an exciting opportunity for Wey Education and the Combined Group. Wey Education is well positioned as a long-term leader providing British curriculum education within the increasingly relevant online education market and represents a compelling opportunity for Inspired to scale its own new and growing online educational offering via the acquisition of an experienced, specialist operator. Inspired looks forward to partnering with Wey Education and to continue to grow the Wey Education business both nationally and internationally as part of the Combined Group.

Prior to this Announcement, Inspired has been granted only limited access to certain Wey Education information for the purposes of conducting a high level confirmatory due diligence exercise. As a result, Inspired has not yet received sufficient information nor worked with Wey Education's management in order to formulate detailed plans nor intentions regarding the impact of the Acquisition on Wey Education other than an overarching intention to enhance and support its future growth.

Accordingly, Inspired intends to conduct a detailed review with Wey Education's management team following the Acquisition becoming wholly unconditional, to evaluate how best to integrate Wey Education into the Inspired Group and to consider its strategic options for growth (the "Post-Acquisition Review"). Among other aspects, the Post-Acquisition Review will be focused on ensuring the continued success of the Wey Education business within the Combined Group alongside discussing potential to enhance the offerings, strengthen its position in the online education market and the business' future growth, with some potential example opportunities to be considered including the following:

• identifying opportunities to expand Wey Education's existing offering including for example the possibility of addressing a wider target market by providing live options for different time zones;

• leveraging Inspired's premium proposition, global presence, and strong brand recognition to benefit and enhance the reputation and standing of Wey Education within the Combined Group;

• working to enhance Wey Education's student experience, academic outcomes, and retention with Inspired's existing leadership in the global K-12 education market, for example by leveraging Inspired's educational content, best teaching practices, and experienced teacher base with cross-curricula knowledge;

• leveraging connection with Inspired's premium physical facilities across the globe to provide attractive opportunities for Wey Education students to interact physically and enhance social elements of the Wey Education platform;

• facilitating access to capital and Inspired's existing global network, presence and understanding of international markets which the Bidco Directors believe could accelerate Wey Education's growth and expansion plans;

• leveraging Wey Education's 15-year experience in providing online content, developing its platform and long-standing track record to help accelerate growth of the Combined Group including Inspired's own online educational offerings;

• identifying and leveraging opportunities where Wey Education's and Inspired's presence and expertise are complementary; and

• identifying areas of duplication, overlap and other possible efficiencies across the Combined Group.

Inspired anticipates that the initial phase of the Post-Acquisition Review should be substantially complete within three months of the Acquisition becoming wholly unconditional.

Locations

Both Inspired and Wey Education are today headquartered in the UK and it is expected that, following completion of the Acquisition, the UK will remain the base for the Combined Group, with Inspired's headquarters in London becoming the headquarters for the Combined Group.

Subject to the outcome of the Post-Acquisition Review and, as described above, it is likely that over time Wey Education's relevant headquarters' functions, currently largely either based at Unit 4, Lewis Parry House, Elvicta Estates, Crickhowell, NP8 1DF or provided remotely will be integrated into the Inspired Group and may, as a result, be provided out of Inspired's head office or remotely, or out of additional new space which potentially could be required by the Combined Group which is likely to be in London.

Further work is required to evaluate potential duplications of other office locations but, subject to completion of the Post-Acquisition Review, Inspired expects there may be scope for consolidation through reduction across office space which will be occupied by the Combined Group following completion of the Acquisition.   

Employees and pension schemes

Inspired values what Wey Education has achieved to date and attaches great importance to the skills, track record and experience of the existing operational management and employees of Wey Education. Subject to the outcome of the Post-Acquisition Review, Inspired expects Wey Education employees to continue to play an important role contributing to the success of the Combined Group following completion of the Acquisition.

Inspired confirms that the existing statutory and contractual employment rights, including accrued pension rights, of all Wey Education employees will be fully safeguarded upon and following completion of the Acquisition in accordance with applicable law. Subject to the Post-Acquisition Review, Inspired does not intend to make any material changes to the conditions of employment of the Wey Education employees and does not expect to make any changes to any employer contributions made by Wey Education into personal or other pension schemes. Wey Education does not participate in any defined benefit pension scheme.

Inspired looks forward to working with the Wey Education management and employees throughout the integration process following completion of the Acquisition to ensure the retention and motivation of the high-quality talent within the Combined Group. Subject to completion of the Post-Acquisition Review and as further set out below, Inspired does not currently expect material change in the balance of skills and functions of Wey Education employees. However, arising from the Post-Acquisition Review there will be potential for role reductions as a result of the identification of duplicate or overlapping positions (for example, in functional support areas including technical, marketing and administrative functions); other efficiencies arising from the application of the Combined Group's operational expertise in global education; and functions associated with Wey Education's public listing status no longer being required. Any such reductions would be subject to planning and appropriate engagement with the stakeholders including the affected employees.

In addition to the Post-Acquisition Review, it should be noted that the duration and extent of the macro and micro economic impacts of the Covid-19 pandemic and related governmental regulations to address these new challenges remain unknown. This could impact Wey Education, Inspired, and the Combined Group in either positive or negative ways in the period post completion of the Acquisition and the Combined Group will need to continue being agile to adapt to the pandemic.

It is intended that, upon completion of the Acquisition, the Chairman and each of the non-executive directors of Wey Education shall resign from their office as Wey Education Directors.

Subject to the outcome of the Post-Acquisition Review, Bidco does not intend to redeploy fixed assets of Wey Education following completion of the Acquisition.

Incentivisation arrangements

Neither Inspired nor Bidco have entered into, or have had discussions or proposals to enter into, any form of incentivisation arrangements with members of Wey Education's management team.

Following completion of the Acquisition, Inspired may put in place incentive arrangements for certain members of the Wey Education management team. No proposals have been made on the terms of any incentive arrangements for relevant management team members.

Revised remuneration

To reflect the Chairman's recent increased role and contribution to Wey Education and, in particular, in relation to his work in relation to the Acquisition, the Wey Education Board has determined that he will be entitled to a bonus payment of £200,000 upon completion of the Acquisition.

WH Ireland considers that the Chairman's proposed bonus arrangement, as set out above, is fair and reasonable.

The bonus payment is a related party transaction under the AIM Rules. The Wey Education Directors (other than Barrie Whipp) having consulted with WH Ireland, consider the terms of the transaction to be fair and reasonable insofar as Wey Education Shareholders are concerned.

R&D

Both Wey Education and Inspired rely on their R&D expertise across technology, their platforms and pedagogy to provide a positive experience for their customers. Inspired believes that the Acquisition allows both companies to combine and extend their R&D capabilities, with each likely to benefit from the other. Inspired expects to continue to invest in R&D across the Combined Group and in the skills and capabilities to support this function.

12  financing of the acquisition

The Acquisition Price payable by Bidco pursuant to the Acquisition will be fully funded through existing cash resources. Rothschild & Co, as financial adviser to Inspired and Bidco, is satisfied that sufficient cash resources are available to Bidco to satisfy in full the Acquisition Price payable to Wey Education Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

13  WEY EDUCATION share OPTION SCHEMEs

Participants in the Wey Education Share Option Schemes will be contacted regarding the effect of the Acquisition on their rights under these schemes and provided with further details concerning the proposals which will be made to them in due course.

Details of the proposals will be set out in the Scheme Document or, as the case may be, the Offer Document, and in separate letters to be sent to participants in the Wey Education Share Option Schemes. The proposals will explain the effect of the Acquisition on the participants' options and the actions they may take in respect of their options.   

14  Current trading

For information on current trading please refer to paragraph 10 (Wey Education Profit Forecast) of this Announcement.

15  Offer-related Arrangements

Non-disclosure Agreement

On 18 February 2021, Inspired and Wey Education entered into a non-disclosure agreement in relation to the Acquisition, pursuant to which Inspired undertook, among other things, to keep certain information relating to the Acquisition and the Wey Education Group confidential, to use such information solely for the agreed purposes in connection with the Acquisition and not to disclose such information to third parties (other than to permitted parties) unless required by law or regulation. The confidentiality obligations will remain in force for 24 months from the date of the agreement.

16  structure OF THE ACQUISITION and the scheme document

Scheme

It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement between Wey Education and the Wey Education Shareholders under Part 26 of the Companies Act. Bidco reserves the right to elect to implement the Acquisition by way of Takeover Offer (with the consent of the Panel). The purpose of the Scheme is to enable Bidco to become the owner of the whole of the issued and to be issued ordinary share capital of Wey Education.

Under the Scheme, the Scheme Shares held by Scheme Shareholders will be transferred to Bidco in consideration for which Scheme Shareholders will receive the Acquisition Price on the basis set out in paragraph 2 of this Announcement. The Scheme will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this Announcement and to be set out in the Scheme Document. The Acquisition will lapse if the Scheme does not become Effective by the Long Stop Date.

Court Meeting and General Meeting

To become effective, the Scheme requires:

· the approval of a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting. At the Court Meeting, voting will be by poll and not on a show of hands and, subject to the below, all Scheme Shareholders, appearing on Wey Education's register of members at the Voting Record Time, will be entitled to vote at the Court Meeting and to cast one vote for each Scheme Share held;

· the approval of the Special Resolution to be proposed at the General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme, including the approval of not less than 75 per cent. of the votes cast (either in person or by proxy) of the Special Resolution to approve amendments to the Wey Education Articles to ensure that any Wey Education Shares issued after the approval of the Scheme at the Court Meeting and the Scheme Record Time will be (i) subject to the Scheme and (ii) automatically acquired by Bidco (or its nominee(s)) on the same terms as under the Scheme. This will avoid any person (other than Bidco, its nominee(s)) being left with Wey Education Shares after the Effective Date. At the General Meeting, all Wey Education Shareholders, appearing on Wey Education's register of members at the Voting Record Time, will be entitled to vote on the Special Resolution and to cast one vote for each Wey Education Share held; and

· all of the other Conditions to be satisfied or (where applicable) waived.

It is intended that the General Meeting will be held immediately following the Court Meeting.

All Scheme Shareholders appearing on Wey Education's register of members at the Voting Record Time will be entitled to attend and vote at the Court Meeting and all Wey Education Shareholders appearing on Wey Education's register of members at the Voting Record Time will be entitled to attend and vote at the General Meeting.

Application to the Court to sanction the Scheme

Once the necessary approvals have been obtained at the Meetings, and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court by no later than the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Wey Education and Bidco). At the Sanction Hearing the Court will issue a Court Order sanctioning the Scheme.

Scheme becoming Effective

The Scheme will only become effective once a copy of the Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming effective, it will be binding on all Wey Education Shareholders, irrespective of whether or not they attended or voted at the Meetings.

Share certificates in respect of Wey Education Shares will cease to be valid and entitlements to Wey Education Shares held within the CREST system will be cancelled on the first Business Day following the Effective Date.

The Acquisition Price will be dispatched by Bidco to Wey Education Shareholders no later than 14 days after the Effective Date.

Lapsing of the Acquisition

The Acquisition will lapse if, amongst other things:

(a)  the approval of the requisite majorities of Scheme Shareholders at the Court Meeting is not obtained on or before the Long Stop Date; or

(b)  the approval of the requisite majority of Wey Education Shareholders to pass the Special Resolution to be proposed at the General Meeting is not obtained on or before the Long Stop Date; or 

(c)  the sanction of the Scheme by the Court (without modification or with modification on terms acceptable to Bidco and Wey Education) and the delivery of a copy of the Scheme Court Order to the Registrar of Companies is not procured before the Long Stop Date.

Scheme Document

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable, and will specify the action to be taken by Scheme Shareholders.

It is expected that the Scheme Document, together with the Forms of Proxy, will be dispatched to Wey Education Shareholders and, for information only, to participants in the Wey Education Share Option Schemes as soon as reasonably practicable and, in any event, within 28 days of the date of this Announcement, unless Bidco and Wey Education otherwise agree, and the Panel consents to, a later date.

General

The Scheme will be governed by English law and will be subject to the jurisdiction of the Courts of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and AIM.

17  Indicative timing

The timing of implementation of the Scheme will be dependent upon a number of factors including availability of the Court.

Subject to these factors, the Scheme Document is expected to be dispatched to Wey Education Shareholders and, for information only, to participants in the Wey Education Share Option Schemes as soon as reasonably practicable and, in any event, within 28 days of the date of this Announcement, unless Bidco and Wey Education otherwise agree, and the Panel consents to, a later date, and the Scheme is expected to become effective in the second quarter of 2021.

18  Cancellation of ADMISSION TO trading on aim AND RE-REGISTRATION

It is intended that dealings in Wey Education Shares should be suspended shortly prior to the Effective Date, at a time to be set out in the Scheme Document. It is further intended that an application will be made to AIM for the cancellation of the trading of the Wey Education Shares on AIM and the London Stock Exchange will be requested to cancel the listing of Wey Education Shares on AIM to take effect on or shortly after the Effective Date.

Share certificates in respect of the Wey Education Shares will cease to be valid and should be destroyed on the first Business Day following the Effective Date. 

In addition, entitlements held within the CREST system to the Wey Education Shares will be cancelled on the first Business Day following the Effective Date.

As soon as practicable after the Effective Date, it is intended that Wey Education will be re-registered as a private limited company under the relevant provisions of the Companies Act.

19  Interests OF BIDCO AND INSPIRED in wEY EDUCATION SHARES

Bidco will make a public Opening Position Disclosure setting out details required to be disclosed by it under Rule 8.1(a) of the Code.

As at the close of business on the Latest Practicable Date, save for the irrevocable undertakings and letters of intent referred to in paragraphs 5 (Recommendation by Wey Education Directors) and 7 (Irrevocable undertakings and letters of intent) above, including the shareholdings of the Estate of David Laurence Massie, Gresham House Asset Management Ltd, Canaccord Genuity Wealth and Octopus Investments, so far as Bidco is aware, no person acting, or deemed to be acting, in concert with Bidco:

19.1  had an interest in, or right to subscribe for, relevant securities of Wey Education;

19.2  had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Wey Education;

19.3  had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of Wey Education; or

19.4  had borrowed or lent any relevant securities of Wey Education (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code), save for any borrowed relevant securities which have been either on-lent or sold.

Furthermore, save for the irrevocable undertakings and letters of intent described in paragraph 7 (Irrevocable undertakings and letters of intent) above, no arrangement exists between Bidco or Wey Education or a person acting in concert with Bidco or Wey Education in relation to Wey Education Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Wey Education Shares which may be an inducement to deal or refrain from dealing in such securities.

It has not been practicable for Bidco to make enquiries of all of its concert parties in advance of the release of this Announcement. Therefore, if Bidco becomes aware, following the making of such enquiries, that any of its concert parties have any such interests in relevant securities of Wey Education, all relevant details in respect of Bidco's concert parties will be included in Bidco's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code, which must, unless there are no such interests of which Bidco is aware, be made on or before 12 noon (London time) on 19 April 2021.

For these purposes, "interests in securities" arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

20  Documents available on website

Copies of the following documents will, by no later than 12 noon (London time) on 6 April 2021, be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at https://inspirededu.com/offer and on Wey Education's website at https:// www.weyeducation.com /investors until the end of the Offer Period:

20.1  this Announcement;

20.2  irrevocable undertakings and letters of intent listed in Appendix 4 to this Announcement; and

20.3  the Non-disclosure Agreement.

The contents of Bidco's website and Wey Education's website are not incorporated into, and do not form part of, this Announcement.

21  General

Bidco reserves the right, subject to the prior consent of the Panel, to elect to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Wey Education as an alternative to the Scheme. In such an event a Takeover Offer will be implemented on the same terms (subject to appropriate amendments referred to in paragraph 5 of Part B of Appendix 1 to this Announcement), so far as applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to: (i) request the London Stock Exchange to cancel trading in Wey Education Shares on AIM; and (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Wey Education Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that Bidco may purchase Wey Education Shares otherwise than under any Takeover Offer or the Scheme relating to the Acquisition, such as in open market or privately negotiated purchases.

In deciding whether or not to vote or procure votes in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, Wey Education Shareholders should rely on the information contained, and follow the procedures described, in the Scheme Document.

22  consents

Rothschild & Co has given and not withdrawn its written consent to the issue of this Announcement with the inclusion therein of the references to its name in the form and context in which it appears.

WH Ireland has given and not withdrawn its written consent to the issue of this Announcement with the inclusion therein of the references to its name in the form and context in which it appears.

Enquiries:

Inspired / Bidco

Nadim Nsouli

 

Robert Rostas

 

 

+44 (0) 20 3867 9965

Rothschild & Co
(Financial Adviser to Bidco / Inspired)

+44 (0) 20 7280 5000

Alexandre Mathé

Yasmine Benkhanouche

 

 

 

Wey Education

 

Barrie Whipp

Jacqueline Daniell

+44 (0) 77 7836 7999  +44 (0) 75 1587 8389

 

 

 

WH Ireland

(Financial Adviser, Nominated Adviser and Broker to Wey Education)

 

+44 (0) 20 7220 1666

James Joyce

Chris Savidge

James Sinclair-Ford

 

 

Alma PR

(Public Relations adviser to Wey Education)

 

Josh Royston

+44 (0) 7780 901 979

 

Stephenson Harwood LLP is providing legal advice to Bidco and Inspired.

DAC Beachcroft LLP is providing legal advice to Wey Education. 

Important Notices

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Bidco and Inspired and no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Bidco and Inspired for providing the protections afforded to clients of Rothschild & Co or for providing advice in relation to the subject matter of this Announcement.

WH Ireland Limited ("WH Ireland"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser and broker exclusively for Wey Education and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Wey Education for providing the protections afforded to clients of WH Ireland, nor for providing advice in relation to any matter referred to herein. Neither WH Ireland nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of WH Ireland in connection with this Announcement, any statement contained herein or otherwise.

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for, or any invitation to purchase or subscribe for, any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through and on the terms set out in the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document) and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document). Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

This Announcement does not constitute a prospectus or prospectus exempted document.

Overseas Shareholders

The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable legal or regulatory requirements. In particular the ability of persons who are not resident in the United Kingdom to vote their Wey Education Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purpose of complying with English law, the AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Scheme Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located or to which they are subject.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction.

Additional information for US investors

Wey Education Shareholders in the United States should note that the Acquisition relates to the securities of a company organised under the laws of England and Wales and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies.

None of the securities referred to in this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United State or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States. It may be difficult or impossible for a US holder of Wey Education Shares to enforce their rights and claims, if any, arising out of the US federal securities laws, since Bidco and Wey Education and some or all their officers and directors may be located in countries outside of the United States and a US holder of Wey Education Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Furthermore, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Wey Education Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. Each such Wey Education Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him, including under applicable United States state and local, as well as foreign and other tax laws.

Forward-looking statements

This Announcement may contain certain "forward-looking statements" with respect to Inspired, Bidco and/or Wey Education. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) the expected effects of the Acquisition on Bidco and Wey Education, including the business and management strategies of Bidco and the expansion and growth of Wey Education and potential synergies resulting from the Acquisition; and (iii) the expected timing and scope of the Acquisition.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of Bidco or Wey Education, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Bidco or Wey Education or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Bidco and Wey Education assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

Profit forecasts or estimates

The Wey Education Profit Forecast is a profit forecast for the purposes of Rule 28 of the Code. As required by Rule 28.1 of the Code, the assumptions on which the Wey Education Profit Forecast is stated are set out in Appendix 3 to this Announcement.

Other than the Wey Education Profit Forecast, no statement in this Announcement is intended or shall be deemed as a profit forecast, projection or estimate of the future financial performance of Bidco or Wey Education for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Wey Education for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Wey Education.   

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Wey Education as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms (subject to appropriate amendments referred to in paragraph 5 of Part B of Appendix 1 to this Announcement), so far as applicable, as those which would apply to the Scheme.

Publication on website and availability of hard copies

A copy of this Announcement and the documents required to be published pursuant to Rule 26.1 and 26.2 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Bidco's website at https://inspirededu.com/offer and on Wey Education's website at https://www.weyeducation.com/investors by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of the websites referred to in this Announcement, nor the content of any other website accessible from hyperlinks on such websites, is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.3 of the Code, a person who is entitled to be sent a copy of this Announcement, and who has not received a hard copy of it, may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement), free of charge, by calling or submitting a request in writing to Neville Registrars Limited on +44 (0) 121 585 1131 / [email protected] For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless you have previously notified Wey Education that you wished to receive all documents in hard copy form or unless requested by contacting Neville Registrars Limited on +44 121 585 1131 / [email protected] Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones. Neville Registrars Limited cannot provide any financial, legal or tax advice and calls may be recorded and randomly monitored for security and training purposes. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form. Save as otherwise referred to above, a hard copy of this Announcement will not be sent unless requested.

Electronic communications - information for Wey Education Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Wey Education Shareholders, persons with information rights and other relevant persons for the receipt of communications from Wey Education may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 of the Code.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th Business Day (as defined in the Code) following the commencement of the offer period and, if appropriate, by no later than 3.30 pm on the 10th Business Day (as defined in the Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm on the Business Day (as defined in the Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Relevant securities in issue

In accordance with Rule 2.9 of the Code, Wey Education confirms that, as at the date of this Announcement, its current issued share capital comprises 139,858,471 ordinary shares of £0.01 pence each. Wey Education does not hold any Wey Education Shares in treasury. The International Securities Identification Number for Wey Education Shares is GB00B54NKM12.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

 

 

 

APPENDIX 1

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION

Part A:  Conditions to the Acquisition

The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective, subject to the provisions of the Code, by no later than the Long Stop Date, or such later date (if any) as Bidco and Wey Education may agree, with the consent of the Panel, and the Court may allow.

Scheme approval

1  The Scheme will be conditional upon:

(a)  its approval by a majority in number of the Scheme Shareholders who are on the register of members of Wey Education at the Voting Record Time and who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) and who represent 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Wey Education may agree and the Court may allow);

(b)  the passing of the Special Resolution (as set out in the notice of General Meeting to be set out in the Scheme Document in due course) by the requisite majority at the General Meeting to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Wey Education may agree and the Court may allow);

(c)  the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Inspired and Wey Education) on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document (or such later date, if any, as Bidco and Wey Education may agree and the Court may allow); and

(d)  delivery of a copy of the Court Order to the Registrar of Companies.

2  In addition, subject as stated in Part B below and to the requirements of the Takeover Panel, the Acquisition will be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied (and continue to be satisfied pending the commencement of the Sanction Hearing) or, where relevant, waived in writing prior to the Scheme being sanctioned by the Court:

General Third Party clearances and regulatory

(A)  no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or might reasonably be expected to:

(i)  require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture, by the Wider Bidco Group (as a result of or in connection with the Acquisition) or any member of the Wider Wey Education Group of all or any portion of its business, assets or property or impose any limitation on the ability of them to conduct their business or to own any of their assets or properties or any part thereof;

(ii)  impose any limitation on, or result in a delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or to hold or to exercise effectively, directly or indirectly, any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Wey Education Group or to exercise management control over any such member;

(iii)  make the Acquisition or its implementation, or the acquisition or proposed acquisition by Bidco or any member of the Wider Bidco Group of any shares or other securities in, or control of Wey Education void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith;

(iv)  in the event that Bidco elects to implement the Acquisition by way of a Takeover Offer, require any member of the Wider Bidco Group (as a result of or in connection with the Acquisition) or the Wider Wey Education Group to acquire or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Wey Education Group or any member of the Wider Bidco Group or any asset owned by any Third Party (other than in connection with the implementation of the Acquisition);

(v)  impose any limitation on, or result in any delay of, the ability of any member of the Wider Bidco Group or any member of the Wider Wey Education Group, directly or indirectly, to integrate or co-ordinate its business, or any part of it, with the businesses of any other member of the Wider Bidco Group or the Wider Wey Education Group;

(vi)  require any member of the Wider Wey Education Group or any member of the Wider Bidco Group to relinquish, terminate or amend in any material way any contract to which any member of the Wider Wey Education Group or the Wider Bidco Group is a party;

(vii)  result in any member of the Wider Wey Education Group ceasing to be able to carry on business under any name under which it presently does so;

(viii)  otherwise materially adversely affect all or any of the business, value, assets, profits or prospects of any member of the Wider Wey Education Group or any member of the Wider Bidco Group,

and all applicable waiting and other time periods (including extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Wey Education Shares or other securities in, or control or management of, Wey Education having expired, lapsed or been terminated;

(B)  all filings or applications which are necessary or appropriate having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with, in each case, in respect of the Scheme and the Acquisition and all Authorisations deemed reasonably necessary or appropriate in any jurisdiction for or in respect of the Acquisition and the Acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Wey Education or any other member of the Wider Wey Education Group by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Wey Education Group or the Wider Bidco Group has entered into contractual arrangements and all such Authorisations necessary or appropriate to carry on the business of any member of the Wider Wey Education Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

Wey Education Shareholder resolution

(C)  except with the consent or the agreement of Bidco, no action having been taken or proposed by any member of the Wider Wey Education Group, or having been approved by a resolution of the Wey Education Shareholders, or consented to by the Takeover Panel, which falls within or under Rule 21.1 of the Code;

Certain matters arising as a result of any arrangement, agreement etc.

(D)  except as Disclosed, there being no provision of any agreement, arrangement, lease, licence, franchise, permit or other instrument to which any member of the Wider Wey Education Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, or any event or circumstance which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in Wey Education or because of a change in the control or management of any member of the Wider Wey Education Group or otherwise, would or might reasonably be expected to result in, to an extent which is material in the context of the Wider Wey Education Group taken as a whole or in the context of the Acquisition:

(i)  any monies borrowed by, or any other indebtedness or liabilities, actual or contingent, of, or any grant available to, any such member being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)  the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii)  any arrangement, agreement, lease, licence, franchise, permit or other instrument or the rights, liabilities, obligations or interests of any such member in or with any other person (or any arrangement or arrangements relating to any such interests or business) being adversely modified or adversely affected or any onerous obligation or liability arising or any adverse action being terminated, taken or arising thereunder;

(iv)  any liability of any such member to make any severance, termination, bonus or other payment to any of its directors or other officers;

(v)  the rights, liabilities, obligations, interests or business of any such member under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Wey Education Group in or with any other person or body or firm or company (or any arrangement relating to any such interests or business) being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi)  any such member ceasing to be able to carry on business under any name under which it presently carries on business;

(vii)  any assets or interests of, or any asset the use of which is enjoyed by, any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;

(viii)  the financial or trading position or prospects of, any such member being prejudiced or adversely affected; or

(ix)  the creation or acceleration of any liability (actual or contingent) by any such member other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Wey Education Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions D(i) to (ix) above;

Certain events occurring since 30 August 2020

(E)  except as Disclosed, no member of the Wider Wey Education Group having, since 30 August 2020:

(i)  save as between Wey Education and wholly-owned subsidiaries of Wey Education or between wholly-owned subsidiaries of Wey Education or for Wey Education Shares issued pursuant to the exercise of options or vesting of awards granted under the Wey Education Share Option Schemes, issued, authorised or proposed the issue of additional shares of any class;

(ii)  save as between Wey Education and wholly-owned subsidiaries of Wey Education or between wholly-owned subsidiaries of Wey Education, or for the grant of options or awards under the Wey Education Share Option Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii)  recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Wey Education to Wey Education or any of its wholly-owned subsidiaries;

(iv)  other than pursuant to the Acquisition (and except for transactions between Wey Education and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Wey Education and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Wey Education Group taken as a whole or in the context of the Acquisition;

(v)  except for transactions between Wey Education and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Wey Education and transactions in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so to an extent which is material in the context of the Wider Wey Education Group taken as a whole or in the context of the Acquisition;

(vi)  except for transactions between Wey Education and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Wey Education issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness in each case which is material in the context of the Wider Wey Education Group taken as a whole or in the context of the Acquisition;

(vii)  otherwise than in the ordinary course of business, entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of an onerous nature or magnitude and which is material in the context of the Wider Wey Education Group taken as a whole or in the context of the Acquisition;

(viii)  entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Wey Education Group, otherwise than in the ordinary course of business;

(ix)  established any new share option scheme, incentive scheme or other benefit in respect of the Wider Wey Education Group;

(x)  purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (except, in each case, where relevant, as between Wey Education and wholly-owned subsidiaries of Wey Education or between the wholly-owned subsidiaries of Wey Education);

(xi)  otherwise than in the ordinary course of business, waived, compromised or settled any claim which is material in the context of the Wider Wey Education Group or in the context of the Acquisition;

(xii)  terminated or varied the terms of any agreement or arrangement between any member of the Wider Wey Education Group and any other person in a manner which would or might have a material adverse effect on the financial position of the Wider Wey Education Group taken as a whole or be material in the context of the Acquisition;

(xiii)  save as required in connection with the Acquisition, made any alteration to its memorandum, articles of association or other incorporation documents or any alteration to the memorandum, articles of association or other incorporation documents of any other member of the Wider Wey Education Group;

(xiv)  established any new pension scheme(s) in respect of the Wider Wey Education Group;

(xv)  been unable, or admitted in writing that it is unable, to pay its debts when they fall due or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business in each case, to an extent which is material in the context of the Wider Wey Education Group taken as a whole or in the context of the Acquisition;

(xvi)  (other than in respect of a member of the Wider Wey Education Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvii)  (except for transactions between Wey Education and its wholly-owned subsidiaries or between the wholly-owned subsidiaries) made, authorised, proposed or announced an intention to propose any change in its loan capital, in each case which is material in the context of the Wider Wey Education Group taken as a whole or in the context of the Acquisition;

(xviii)  (except for transactions between Wey Education and its wholly-owned subsidiaries or between the wholly-owned subsidiaries) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities in each case which is material in the context of the Wider Wey Education Group taken as a whole or in the context of the Acquisition; or

(xix)  otherwise than in the ordinary course of business, entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (E);

No adverse change, litigation, regulatory enquiry or similar

(F)  except as Disclosed, since 30 August 2020, there having been:

(i)  no adverse change and no circumstance having arisen which would reasonably be expected to result in any adverse change in, the business, value, assets, liabilities, shareholders' equity, financial or trading position or profits, operational performance or prospects of any member of the Wider Wey Education Group, in each case which would reasonably be expected to have a material adverse effect on the Wider Wey Education Group taken as a whole or in the context of the Acquisition;

(ii)  no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Wey Education Group is or may become a party (whether as a claimant, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Wey Education Group, in each case which would reasonably be expected to have a material adverse effect on the Wider Wey Education Group taken as a whole or in the context of the Acquisition;

(iii)  no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Wey Education Group (or any person in respect of which any such member has or may have responsibility or liability) having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Wider Wey Education Group, in each case, which would reasonably be expected to have a material adverse effect on the Wider Wey Education Group taken as a whole or in the context of the Acquisition;

(iv)  no contingent or other liability having arisen or become apparent to Bidco or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position, profits or operational performance of any member of the Wider Wey Education Group;

(v)  no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Wey Education Group which is reasonably necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider Wey Education Group taken as a whole or in the context of the Acquisition; and

(vi)  no member of the Wider Wey Education Group having conducted its business in breach of any applicable laws and regulations in a manner which is material in the context of the Wider Wey Education Group taken as a whole;

No discovery of certain matters

(G)  except as Disclosed, Bidco not having discovered:

(i)  any financial, business or other information concerning the Wider Wey Education Group announced publicly by or on behalf of Wey Education through a RIS prior to the date of this Announcement or disclosed to any member of the Wider Bidco Group by or on behalf of any member of the Wider Wey Education Group prior to the date of this Announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading to an extent which is material in the context of the Wider Wey Education Group taken as a whole or in the context of the Acquisition;

(ii)  any member of the Wider Wey Education Group or any partnership, company or other entity in which any member of the Wider Wey Education Group has a significant economic interest and which is not a subsidiary undertaking of Wey Education, otherwise than in the ordinary course of business, is subject to any liability, contingent or otherwise to an extent which is material in the context of the Wider Wey Education Group taken as a whole or in the context of the Acquisition;

(iii)  any past or present member, director, officer or employee of the Wider Wey Education Group, or any other person for whom any such person may be liable or responsible, has not complied with the UK Bribery Act 2010 and/or the US Foreign Corrupt Practices Act of 1977;

(iv)  any past or present member, director, officer or employee of the Wider Wey Education Group, or any other person for whom any such person may be liable or responsible, has engaged in any business with or made any investment in, or made any payments to: (A) any government, entity or individual with which US or EU persons are prohibited from engaging in activities or doing business by US or EU laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs, or (B) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of their respective member states;

(v)  any asset of any member of the Wider Wey Education Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); or

(vi)  since 30 August 2020, no circumstance having arisen or event having occurred in relation to any intellectual property owned, used or licensed by the Wider Wey Education Group or to any third parties including: (A) any member of the Wider Wey Education Group losing its title to any intellectual property or any intellectual property owned by the Wider Wey Education Group being revoked, cancelled or declared invalid, (B) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Wey Education Group being terminated or varied, or (C) any claim being filed suggesting that any member of the Wider Wey Education Group infringed the intellectual property rights of a third party or any member of the Wider Wey Education Group being found to have infringed the intellectual property rights of a third party, in each case to an extent which is material in the context of the Wider Wey Education Group taken as a whole or in the context of the Acquisition.

 

Part B: Certain further terms of the Acquisition

1  Subject to the requirements of the Takeover Panel in accordance with the Code, Bidco reserves the right in its sole discretion to waive (if capable of waiver), in whole or in part:

(i)  any of the Conditions set out in paragraphs (a), (b) and (c) of the above Condition 1 of Part A only in so far as such conditions relate to the timing of the Court Meeting, the General Meeting and the sanctioning of the Scheme. If any of the deadlines for those events are not met, Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Wey Education to extend the deadline in relation to the relevant Condition; and

(ii)  all or any of the above Conditions 2(A) (General Third Party clearances and regulatory) to (G) (No discovery of certain matters) of Part A (inclusive).

2  Conditions 2(A) (General Third Party clearances and regulatory) to (G) (No discovery of certain matters) of Part A (inclusive) must be fulfilled or waived by no later than 11:59 p.m. on the date immediately preceding the date of the Sanction Hearing, failing which the Scheme will lapse or, if the Acquisition is implemented by way of a Takeover Offer, no later than as permitted by the Takeover Panel. Bidco shall be under no obligation to waive or treat as fulfilled any of the Conditions which are capable of being waived by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that any such Condition or other Conditions of the Scheme and the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

3  Under Rule 13.5 of the Code, Bidco may not invoke a Condition so as to cause the Scheme not to proceed, or to lapse, or so as to cause any Takeover Offer to lapse or be withdrawn, unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. Condition 1 of Part A (and, if applicable, any acceptance condition adopted on the basis specified in paragraph 5 below in relation to any Takeover Offer) are not subject to this provision of the Code.

4  If Bidco is required by the Takeover Panel to make an offer for Wey Education Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to the Conditions and certain further terms of the Acquisition as are necessary to comply with the provisions of that Rule.

5  Bidco reserves the right to elect (with the consent of the Takeover Panel) to implement the Acquisition by making, directly or indirectly through a subsidiary or nominee of Bidco, a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms or, unless Bidco otherwise determines and subject to the consent of the Takeover Panel, on such other terms being no less favourable, subject to appropriate amendments, as far as applicable, as those which would apply to the Scheme. The acceptance condition would be set at 75 per cent. of the shares to which such Takeover Offer relates (or such lesser percentage, being more than 50 per cent., as Bidco may decide with the consent of the Takeover Panel). Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient Wey Education Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Companies Act to compulsorily acquire any outstanding Wey Education Shares to which such Takeover Offer relates.

6  The Acquisition will lapse (unless otherwise agreed with the Takeover Panel) if:

(i)  in so far as the Scheme or the Acquisition or any matter arising from or relating to the Scheme or Acquisition constitutes a concentration with a Community dimension within the scope of Council Regulation (EC) No. 139/2004, the European Commission either initiates proceedings under Article 6(1)(c) of Council Regulation (EC) No. 139/2004 or makes a referral to a competent authority of the United Kingdom under Article 9(1) of Council Regulation (EC) No. 139/2004 and there is then a CMA Phase 2 Reference; or

(ii)  in so far as the Scheme or the Acquisition or any matter arising from or relating to the Scheme or the Acquisition becomes subject to a CMA Phase 2 Reference,

in each case, before the date of the Court Meeting. In such events, Bidco will not be bound by the terms of the Scheme.

7  Bidco reserves the right for any other entity owned by Bidco from time to time to implement the Acquisition.

8  The Wey Education Shares shall be acquired by Bidco with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights and interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Effective Date in respect of the Wey Education Shares.

9.  If, on or after the date of this Announcement and prior to or on the Effective Date, any dividend, distribution or other return of value is declared, paid or made or becomes payable by Wey Education and with a record date on or prior to the Effective Date Bidco reserves the right (without prejudice to any right of Bidco, with the consent of the Panel, to invoke Condition 2(h)(ii) of this Appendix 1) to reduce the consideration payable under the Acquisition to reflect the aggregate amount of such dividend, distribution or other return of value or excess. If and to the extent that any such dividend, distribution or other return of value is paid or made on or prior to the Effective Date and Bidco exercises its rights under this paragraph to reduce the consideration payable under the Acquisition, any reference in this Announcement to the consideration payable under the terms of the Acquisition shall be deemed to be a reference to the consideration as so reduced.

10.  The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and any Wey Education Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

11.  Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulations, the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by the use of the mails of, or by any other means or instrumentality (including, but not limited to, facsimile, email 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, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

12.  Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

13.  This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed by English law and will be subject to the jurisdiction of the English courts. The Acquisition shall be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange and AIM.

 

 

APPENDIX 2

SOURCES OF INFORMATION AND BASES OF CALCULATION

Unless otherwise stated in this Announcement:

1  All references to Wey Education Shares are to Wey Education ordinary shares of £0.01 each.

2  As at close of business on 31 March 2021 (being the last Business Day prior to the date of this Announcement), Wey Education had 139,858,471 ordinary shares in issue.

3  The fully diluted equity value placed by the Acquisition on the existing issued and to be issued ordinary share capital of Wey Education has been calculated on the basis of:

(a)  139,858,471 Wey Education Shares in issue on 31 March 2021 as per paragraph 2 above;

(b)  8,342,038 Wey Education Shares which may be issued on or after the date of this Announcement on the exercise of options under the Wey Education Share Option Schemes; and

(c)  the Acquisition Price of 47.5 pence for each Wey Education Share.

4  The price to earnings multiple of approximately 103.3x is based on the Acquisition Price of 47.5 pence for each Wey Education Share divided by adjusted diluted earnings per Wey Education Share of 0.46 pence for the year ended 31 August 2020.

5  Volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest one decimal place (also for the calculations of the associated premia).

6  Unless otherwise stated, all prices for Wey Education Shares have been derived from the Daily Official List and represent Closing Prices on the relevant date(s).

7  Unless otherwise stated, financial information relating to Wey Education has been extracted or derived (without adjustment) from the Wey Education 2020 Annual Report and Accounts.

 

 

 

 

 

APPENDIX 3

WEY EDUCATION PROFIT FORECAST

Within the trading update announced by Wey Education on 13 January 2021, the Wey Education Board stated that "the Company expects profit before tax for 2021 to be ahead of market expectations" (the " Wey Education Profit Forecast ").

The Panel has confirmed that the above statement constitutes an ordinary course profit forecast for the purpose of Rule 28 of the Code.

Basis for preparation

The Wey Education Directors prepared the Wey Education Profit Forecast released on 13 January 2021 on the basis of the management accounts for the four months ended 31 December 2020 and a forecast outcome for the balance of the financial year ending 31 August 2021. In confirming the Wey Education Profit Forecast, the Wey Education Directors, who are now in receipt of the management accounts for the six months ended 28 February 2021, have made the following assumptions in respect of the balance of the financial year ended 31 August 2021, all of which are outside Wey Education 's influence or control:

· there being no new regulation enacted which significantly impacts Wey Education turnover or profitability either due to a delay in work, or increased costs;

· there being no significant increase in global economic uncertainty as a result of the Covid-19 pandemic, or any worldwide event, such as an act of terrorism or change in political regime, which results in significant disruption to Wey Education 's business; and

· in respect of its Academy21 business, demand from schools for its services recovering to some degree.

The Wey Education Profit Forecast excludes the costs associated with and the ongoing impact of the Acquisition.

 Wey Education Directors' confirmation

The Wey Education Directors have considered the Wey Education Profit Forecast and confirm that it remains valid as at the date of this Announcement, that the Wey Education Profit Forecast has been properly compiled on the basis set out above and the basis of accounting used is consistent with Wey Education 's accounting policies, which are in accordance with IFRS and are those that Wey Education will apply in preparing its Annual Report and Financial Statements for the year ending 31 August 2021.

APPENDIX 4

DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

Bidco has received irrevocable undertakings and letters of intent to accept the Acquisition Price in respect of a total of 74,421,203 Wey Education Shares (representing, in aggregate, approximately 53.21 per cent. of Wey Education's Shares in issue on the Latest Practicable Date), comprised as follows:

Wey Education Directors' irrevocable undertakings

Name

Number of Wey Education Shares

Percentage of Wey Education Shares in issue (%)

Number of Wey Education Shares over which options are held**

Jacqueline Daniell

10,316,490*

7.38

Nil

Barrie Whipp

500,000

0.36

Nil

John Bridges

500,000

0.36

Nil

Anthony Knowles

66,862

0.05

3,091,343

Barry Nichols-Grey

43,633

0.03

3,091,343

Esther Clark

Nil

Nil

250,000

Sara de Freitas

Nil

Nil

250,000

Total

11,426,985

8.17

6,682,686

 

*This includes the Wey Education Shares held beneficially and jointly by Jacqueline Daniell and her husband.

**As at the Latest Practicable Date.

 

 

The irrevocable undertakings from those Wey Education Directors named above will only cease to be binding if:

i.  the Scheme Document is not published within 28 days of the date of release of this Announcement (or within such longer period as at the Panel and Wey Education may agree);

ii.  the Acquisition terminates, lapses or is withdrawn in accordance with its terms and no new, revised or replacement terms for the acquisition of Wey Education by Bidco have been announced by Bidco or its affiliates in accordance with Rule 2.7 of the Code, or are announced by Bidco or its affiliates contemporaneously in accordance with Rule 2.7 of the Code;

iii.  the Panel announces that, following a request from Bidco, it has released Bidco from its obligation to proceed with the Acquisition or confirms to Bidco and Wey Education, or either of their respective financial advisers, that, following such a request, it has done so;

iv.  the Scheme has not become effective by 6.00 p.m. on the Long Stop Date (or such later time or date as agreed between Wey Education and Bidco, with the approval of the Court and/or the Panel if required);

v.  any competing offer for the issued and to be issued ordinary share capital of Wey Education is made which is declared wholly unconditional (if implemented by way of a takeover offer) or otherwise becomes effective (if implemented by way of a scheme of arrangement).

The irrevocable undertakings referred to above also relate to those Wey Education Shares that the Wey Education Directors have rights to acquire through their participation in the Wey Education Share Option Schemes.  

As shown in the table above, Wey Education Directors Esther Clark and Sara de Freitas do not currently hold Wey Education Shares but have the rights to acquire Wey Education Shares through their participation in the Wey Education Share Option Schemes. They have also each provided an irrevocable undertaking in respect of such Wey Education Shares on the same terms as summarised above.

Other Wey Education Shareholders' irrevocable undertakings

Name

Number of Wey Education Shares

Percentage of Wey Education Shares in issue (%)

Estate of David Laurence Massie

19,451,362

13.91

Gresham House Asset Management Ltd

27,142,856

19.41

Total

46,594,218

33.32

The irrevocable undertakings from the above named Wey Education Shareholders will only cease to be binding if:

i.  the Scheme Document or the Offer Document (as the case may be) is not published within 28 days of the date of release of this Announcement (or within such longer period as Bidco and Wey Education may agree, with the consent of the Panel if required);

ii.   the Acquisition terminates, lapses or is withdrawn in accordance with its terms and no new, revised or replacement terms for the acquisition of Wey Education by Bidco has been announced by Bidco or its affiliates in accordance with Rule 2.7 of the Code, or is announced by Bidco or its affiliates contemporaneously in accordance with Rule 2.7 of the Code;

iii.  the Panel announces that, following a request from Bidco, it has released Bidco from its obligation to proceed with the Acquisition or confirms to Bidco and Wey Education, or either of their respective financial advisers, that, following such a request, it has done so; or

iv.  the Scheme has not become effective by 6.00 p.m. on the Long Stop Date (or such later time or date as agreed between Wey Education and Bidco, with the approval of the Court and/or the Panel if required).

The irrevocable undertaking provided by the Estate of David Laurence Massie will also cease to be binding in the event of the release of an announcement by any person of a firm intention to make a competing offer to acquire the entire issued and to be issued ordinary share capital of Wey Education ("Relevant Announcement") provided that (a) the competing offer is at a price, or is in exchange for such number of shares (or other securities) that in the reasonable opinion of Wey Education, having taken advice from its financial advisers, implies a value for each Wey Education Share of at least 57 pence per Wey Education Share, being at least 20 per cent. more than the value for each Wey Education Share offered by Bidco; (b) Wey Education, having taken advice from its financial advisers, agrees and resolves to recommend the competing offer to the Wey Education Shareholders; and (c) Bidco has not announced a firm intention to make a revised offer for all of the ordinary shares in Wey Education not already owned by it (or by persons acting in concert with it) which is not subject to any pre-conditions for an equivalent or improved consideration (in the reasonable opinion of Bidco's financial adviser) to that available under such competing offer by 5.00 p.m. on the date falling ten (10) Business Days after the date of the Relevant Announcement, unless the competing offer lapses or is withdrawn by 5.00 p.m. on such date.

The irrevocable undertaking provided by Gresham House Asset Management Ltd will also cease to be binding in the event of the release of a Relevant Announcement provided that (a) the competing offer is at a price, or is in exchange for such number of shares (or other securities) that in the reasonable opinion of Wey Education, having taken advice from its financial advisers, implies a value for each Wey Education Share of at least 52.25 pence per Wey Education Share, being at least 10 per cent. more than the value for each Wey Education Share offered by Bidco; (b) Wey Education, having taken advice from its financial advisers, agrees and resolves to recommend the competing offer to the Wey Education Shareholders; and (c) Bidco has not announced a firm intention to make a revised offer for all of the ordinary shares in Wey Education not already owned by it (or by persons acting in concert with it) which is not subject to any pre-conditions for an equivalent or improved consideration (in the reasonable opinion of Bidco's financial adviser) to that available under such competing offer by 5.00 p.m. on the date falling ten (10) Business Days after the date of the Relevant Announcement, unless the competing offer lapses or is withdrawn by 5.00 p.m. on such date. 

Letters of intent  

Name

Number of Wey Education Shares

Percentage of Wey Education Shares
 in issue (%)

Canaccord Genuity Wealth

11,400,000

8.15

Octopus Investments

5,000,000

3.58

Total

16,400,000

11.73

 

 

 

 

APPENDIX 5

DEFINITIONS

£ or Sterling or pounds sterling or pence or GBP

the lawful currency of the United Kingdom;

Acquisition

the recommended offer to be made by Bidco to acquire the entire issued and to be issued ordinary share capital of Wey Education to be effected by means of the Scheme (or, if Bidco so elects and subject to the Takeover Panel's consent, a Takeover Offer) on the terms and subject to the conditions set out in the Scheme Document;

Acquisition Price

47.5 pence per Scheme Share

AIM

the market of that name operated by the London Stock Exchange;

AIM Rules

the AIM Rules for Companies published by the London Stock Exchange from time to time;

Announcement

this announcement made pursuant to Rule 2.7 of the Code;

Bidco

Inspired Education Online Limited;

Bidco Board

the board of directors of Bidco;

Bidco Directors

the directors of Bidco from time to time, and "Bidco Director" means any one of them;

Bidco Group

Bidco and its subsidiaries and subsidiary undertakings from time to time;

Business Day

a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks are generally open for normal business in the City of London;

Closing Price

the closing middle market quotation of a share derived from the AIM Appendix to the Daily Official List of the FCA on that day;

CMA

the independent body which conducts inquiries into mergers, markets and the regulation of the major regulated industries in the United Kingdom (or any successor body or bodies carrying out the same functions in the United Kingdom from time to time);

CMA Phase 2 Reference

a reference of the Acquisition to the chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013;

Code

the City Code on Takeovers and Mergers;

Combined Group

the enlarged group following the Acquisition becoming Effective comprising the Inspired Group and the Wey Education Group

Companies Act

the UK Companies Act 2006 (as amended);

Conditions

the conditions to the implementation of the Scheme as set out in Appendix 1 to this Announcement and to be set out in the Scheme Document;

Court

the High Court of Justice, Business and Property Courts of England and Wales, Companies Court;

Court Meeting

the meeting (or any adjournment, postponement or reconvention thereof) of the Scheme Shareholders (or the relevant class or classes thereof) to be convened by order of the Court pursuant to section 896 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without modification);

Court Order

the order of the Court sanctioning the Scheme under Part 26 of the Companies Act;

CREST

the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations);

Dealing Disclosure

has the same meaning as in Rule 8 of the Code;

Disclosed

in respect of the Wider Wey Education Group, the information disclosed by or on behalf of Wey Education : (i) in the Wey Education 2020 Annual Report and Accounts; (ii) in this Announcement; (iii) in any announcement to a Regulatory Information Service made by Wey Education prior to the publication of this Announcement; or (iv) as otherwise fairly disclosed in writing to Bidco (or Bidco's financial, accounting, taxation or legal advisers (specifically in their capacity as Bidco's advisers in relation to the Acquisition) prior to 5.00 p.m. on the Business Day before the date of this Announcement (including all information provided in the electronic data room created by Wey Education and made available to Bidco and its advisers for the purposes of the Acquisition);

Disclosure Table

the disclosure table on the Takeover Panel's website at www.thetakeoverpanel.org.uk;

Disclosure Guidance and Transparency Rules

the disclosure guidance and transparency rules made by the FCA pursuant to section 73A of FSMA, as amended from time to time;

Effective

in the context of the Acquisition: (a) if the Acquisition is implemented by way of a Scheme, the Scheme having become effective in accordance with its terms, upon the delivery of the Court Order to the Registrar of Companies; or (b) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared or become unconditional in all respects in accordance with the requirements of the Code;

Effective Date

the date upon which: (a) the Scheme becomes Effective; or (b) if Bidco elects and the Takeover Panel consents to implement the Acquisition by way of a Takeover Offer, the Takeover Offer becomes or is declared unconditional in all respects;

Euroclear

Euroclear UK & Ireland Limited;

European Union

an economic and political union of 27 member states which are located primarily in Europe;

EUWA

European Union (Withdrawal) Act 2018 (as amended)

Excluded Shares

(a) any Wey Education Shares legally or beneficially held by Bidco or any member of the Inspired Group; or (b) any Treasury Shares;

FCA

the UK Financial Conduct Authority or its successor from time to time;

FCA Rules

the rules comprised in the handbook of rules and guidance published by the FCA, as amended and replaced from time to time, and other such rules made by the FCA (or any duly authorised committee of the FCA) as altered, amended, added to or cancelled from time to time;

Forms of Proxy

the forms of proxy for use at the Court Meeting and the General Meeting respectively, which will accompany the Scheme Document;

FSMA

the Financial Services and Markets Act 2000 (as amended, modified, re-enacted or replaced from time to time);

General Meeting

the general meeting (or any adjournment, postponement or reconvention thereof) of Wey Education Shareholders to be convened in connection with the Scheme;

Inspired

Inspired Education Holdings Limited;

Inspired Group

Inspired and its subsidiaries and subsidiary undertakings from time to time;

Latest Practicable Date

31 March 2021, being the latest practicable date prior to the publication of this Announcement;

London Stock Exchange

London Stock Exchange plc;

Long Stop Date

30 September 2021 or such later date (if any) as Bidco and Wey Education may, with the consent of the Takeover Panel, agree and (if required) the Court may allow;

Market Abuse Regulation

Regulation (EU) No.596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse as it forms part of the domestic law of the United Kingdom by virtue of the EUWA;

Non-disclosure Agreement

the non-disclosure agreement entered into between Bidco and Wey Education on 18 February 2021, as described in paragraph 15 of this Announcement;

Offer Document

should the Acquisition be implemented by means of a Takeover Offer, the document to be sent to Wey Education Shareholders which will contain, inter alia, the full terms and conditions of such Takeover Offer;

Offer Period

the period commencing on 1 April 2021 and ending on the earlier of the date on which the Scheme becomes Effective and/or the date on which the Scheme lapses or is withdrawn (or such other date as the Panel may decide);

Opening Position Disclosure

has the same meaning as in Rule 8 of the Code;

Registrar of Companies

the Registrar of Companies in England and Wales;

Regulations

the Uncertificated Securities Regulations 2001 (SI 2001/3755);

Restricted Jurisdiction

any jurisdiction where local laws or regulations may result in significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available in that jurisdiction;

Rothschild & Co.

N.M. Rothschild & Sons Limited, financial adviser to Bidco and Inspired ;

Sanction Hearing

the hearing by the Court to sanction the Scheme and, if such hearing is adjourned, references to the commencement of any such hearing shall mean the commencement of the final adjournment thereof;

Scheme

the proposed scheme of arrangement under Part 26 of the Companies Act between Wey Education and the Scheme Shareholders (the full terms of which will be set out in the Scheme Document), with or subject to any modification, addition or condition which Bidco and Wey Education may agree, and if required, the Court may approve or impose;

Scheme Document

the document to be despatched to Wey Education Shareholders in connection with the Acquisition including the particulars required by section 897 of the Companies Act;

Scheme Record Time

the time and date specified as such in the Scheme Document;

Scheme Shareholders

holders of Scheme Shares;

Scheme Shares

the Wey Education Shares:

(a)   in issue as at the date of the Scheme Document;

(b)   (if any) issued after the date of the Scheme Document and prior to the Voting Record Time; and

(c)   (if any) issued on or after the Voting Record Time and at or prior to the Scheme Record Time, in respect of which the original or any subsequent holders thereof will be bound by the Scheme,

in each case, excluding the Excluded Shares;

Special Resolution

the special resolution to be proposed by Wey Education at the General Meeting in connection with, among other things, the approval of the Scheme, the alteration of the Wey Education Articles and such other matters as may be necessary to implement the Scheme;

Substantial Interest

in relation to an undertaking, a direct or indirect interest in 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking;

Takeover Offer

should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the recommended offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued ordinary share capital of Wey Education and, where the context admits, any subsequent revision, variation, extension or renewal of such offer;

Takeover Panel or Panel

the UK Panel on Takeovers and Mergers;

Third Party

has the meaning set out in Condition A;

Treasury Shares

any Wey Education Shares which are for the time being held by Wey Education as Treasury Shares (within the meaning of the Companies Act);

uncertificated or uncertificated form

registered as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST;

United Kingdom or UK

the United Kingdom of Great Britain and Northern Ireland;

United States or US

the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia;

US Exchange Act

the US Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder;

US Securities Act

the US Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

Voting Record Time

6:00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6:00 p.m. on the day which is two days before the date set for the adjourned Court Meeting (as the case may be);

Wey Education or the Company

Wey Education plc, a company incorporated in England and Wales with company number 06342555;

Wey Education 2020 Annual Report and Accounts

the full year results of the Wey Education Group for the financial year ended 31 August 2020;

Wey Education Articles

the articles of association of Wey Education;

Wey Education Board

the board of directors of Wey Education;

Wey Education Directors

the directors of Wey Education from time to time, and " Wey Education Director" means any one of them;

Wey Education Group

Wey Education and its subsidiaries and subsidiary undertakings from time to time;

Wey Education Share Option Schemes

the Wey Education plc EMI share option scheme and the Wey Education plc unapproved share option scheme implemented by a series of contracts;

Wey Education Meetings

the Court Meeting and the General Meeting;

Wey Education Profit Forecast

the profit forecast made by Wey Education on 13 January 2021 as referred to in paragraph 10 (Wey Education Profit Forecast) and Appendix 3 (Wey Education Profit Forecast) of this Announcement;

Wey Education Shareholders

the registered holders of Wey Education Shares from time to time;

Wey Education Shares

ordinary shares of £0.01 each in the capital of Wey Education;

WH Ireland

WH Ireland Limited, Rule 3 adviser to Wey Education ;

Wider Bidco Group

Bidco, Inspired and their respective subsidiary undertakings, associated undertakings and any other body corporate partnership, joint venture or person in which Bidco and/or such undertakings (aggregating their interests) have a Substantial Interest or the equivalent; and

Wider Wey Education Group

Wey Education and its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Wey Education and such undertakings (aggregating their interests) have a Substantial Interest or the equivalent.

 

In this document:

(a)  all times referred to are to London time unless otherwise stated;

(b)  references to the singular include the plural and vice versa, unless the context otherwise requires;

(c)  "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act and "associated undertaking" has the meaning given to it by paragraph 19 of Schedule 6 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 1(b) thereof which shall be excluded for this purpose; and

(d)  all references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

 

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