Filing Details
- Accession Number:
- 0001104659-17-008848
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-14 07:17:40
- Filed By:
- Baring Private Equity Asia Gp Iv Ltd
- Company:
- Nord Anglia Education Inc.
- Filing Date:
- 2017-02-14
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Premier Education Holdings Limited | 0 | 69,613,389 | 0 | 69,613,389 | 69,613,389 | 66.9% |
Baring Private Equity Asia IV | 0 | 69,613,389 | 0 | 69,613,389 | 69,613,389 | 66.9% |
The Baring Asia Private Equity Fund IV | 0 | 69,613,389 | 0 | 69,613,389 | 69,613,389 | 66.9% |
Baring Private Equity Asia GP IV | 0 | 69,613,389 | 0 | 69,613,389 | 69,613,389 | 66.9% |
Baring Private Equity Asia GP IV Limited | 0 | 69,613,389 | 0 | 69,613,389 | 69,613,389 | 66.9% |
Jean Eric Salata | 0 | 69,613,389 | 0 | 69,613,389 | 69,613,389 | 66.9% |
| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
Nord Anglia Education, Inc.
(Name of Issuer)
Ordinary shares
(Title of Class of Securities)
G6583A 102
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o | Rule 13d-1(b) |
o | Rule 13d-1(c) |
x | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1 | NAMES OF REPORTING PERSONS
Premier Education Holdings Limited | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o | ||
3 | SEC USE ONLY
| ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | ||
NUMBER OF | 5 | SOLE VOTING POWER
0 | |
6 | SHARED VOTING POWER
69,613,389 ordinary shares | ||
7 | SOLE DISPOSITIVE POWER
0 | ||
8 | SHARED DISPOSITIVE POWER
69,613,389 ordinary shares | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,613,389 ordinary shares | ||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
66.9% | ||
12 | TYPE OF REPORTING PERSON
CO | ||
2
1 | NAMES OF REPORTING PERSONS
Baring Private Equity Asia IV (7) Holding Limited | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o | ||
3 | SEC USE ONLY
| ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | ||
NUMBER OF | 5 | SOLE VOTING POWER
0 | |
6 | SHARED VOTING POWER
69,613,389 ordinary shares | ||
7 | SOLE DISPOSITIVE POWER
0 | ||
8 | SHARED DISPOSITIVE POWER
69,613,389 ordinary shares | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,613,389 ordinary shares | ||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
66.9% | ||
12 | TYPE OF REPORTING PERSON
CO | ||
3
1 | NAMES OF REPORTING PERSONS
The Baring Asia Private Equity Fund IV, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o | ||
3 | SEC USE ONLY
| ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | ||
NUMBER OF | 5 | SOLE VOTING POWER
0 | |
6 | SHARED VOTING POWER
69,613,389 ordinary shares | ||
7 | SOLE DISPOSITIVE POWER
0 | ||
8 | SHARED DISPOSITIVE POWER
69,613,389 ordinary shares | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,613,389 ordinary shares | ||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
66.9% | ||
12 | TYPE OF REPORTING PERSON
PN | ||
4
1 | NAMES OF REPORTING PERSONS
Baring Private Equity Asia GP IV, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o | ||
3 | SEC USE ONLY
| ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | ||
NUMBER OF | 5 | SOLE VOTING POWER
0 | |
6 | SHARED VOTING POWER
69,613,389 ordinary shares | ||
7 | SOLE DISPOSITIVE POWER
0 | ||
8 | SHARED DISPOSITIVE POWER
69,613,389 ordinary shares | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,613,389 ordinary shares | ||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
66.9% | ||
12 | TYPE OF REPORTING PERSON
PN | ||
5
1 | NAMES OF REPORTING PERSONS
Baring Private Equity Asia GP IV Limited | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o | ||
3 | SEC USE ONLY
| ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | ||
NUMBER OF | 5 | SOLE VOTING POWER
0 | |
6 | SHARED VOTING POWER
69,613,389 ordinary shares | ||
7 | SOLE DISPOSITIVE POWER
0 | ||
8 | SHARED DISPOSITIVE POWER
69,613,389 ordinary shares | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,613,389 ordinary shares | ||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
66.9% | ||
12 | TYPE OF REPORTING PERSON
CO | ||
6
1 | NAMES OF REPORTING PERSONS
Jean Eric Salata | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o | ||
3 | SEC USE ONLY
| ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Chile | ||
NUMBER OF | 5 | SOLE VOTING POWER
0 | |
6 | SHARED VOTING POWER
69,613,389 ordinary shares | ||
7 | SOLE DISPOSITIVE POWER
0 | ||
8 | SHARED DISPOSITIVE POWER
69,613,389 ordinary shares | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,613,389 ordinary shares | ||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
66.9% | ||
12 | TYPE OF REPORTING PERSON
IN | ||
7
SCHEDULE 13G
Item 1(a) | Name of Issuer: |
Nord Anglia Education, Inc. | |
Item 1(b) | Address of Issuers Principal Executive Offices: |
Level 12, St. Georges Building | |
Item 2(a) | Name of Person Filing: |
Each of the following is hereinafter referred to as a Reporting Person. This statement is filed on behalf of:
(i) Premier Education Holdings Limited (ii) Baring Private Equity Asia IV (7) Holding Limited (iii) The Baring Asia Private Equity Fund IV, L.P. (iv) Baring Private Equity Asia GP IV, L.P. (v) Baring Private Equity Asia GP IV Limited (vi) Jean Eric Salata | |
Item 2(b) | Address or Principal Business Office, or, if None, Residence: |
Baring Private Equity Asia IV (7) Holding Limited has its principal business offices at Columbus Centre, 2nd Floor - Suite 210, Road Town, Tortola, British Virgin Islands. Premier Education Holdings Limited, The Baring Asia Private Equity Fund IV, L.P., Baring Private Equity Asia GP IV, L.P. and Baring Private Equity Asia GP IV Limited have their principal business offices at c/o Maples Corporate Services Limited, 390 GT Ugland House, South Church Street, Georgetown, Grand Cayman, Cayman Islands.
Mr. Salatas principal business office is at 3801 Two International Finance Centre, 8 Finance Street, Central, Hong Kong. | |
Item 2(c) | Citizenship: |
The place of organization of Baring Private Equity Asia IV (7) Holding Limited is the British Virgin Islands. The place of organization of Premier Education Holdings Limited, The Baring Asia Private Equity Fund IV, L.P., Baring Private Equity Asia GP IV, L.P. and Baring Private Equity Asia GP IV Limited is the Cayman Islands. Mr. Salata is a citizen of Chile. | |
Item 2(d) | Title of Class of Securities: |
Ordinary shares of par value of $0.01 per share | |
Item 2(e) | CUSIP No.: |
G6583A 102 |
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Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), Check whether the Person filing is a: |
Not applicable |
Item 4. Ownership |
The following information with respect to the ownership of the ordinary shares of par value of $0.01 per share of Nord Anglia Education, Inc. by the reporting persons is provided as of December 31, 2016, based upon 104,130,038 ordinary shares outstanding as of December 31, 2016:
Reporting Person |
| Amount |
| Percent |
| Sole power to |
| Shared |
| Sole power to |
| Shared power |
|
Premier Education Holdings Limited |
| 69,613,389 |
| 66.9 | % | 0 |
| 69,613,389 |
| 0 |
| 69,613,389 |
|
Baring Private Equity Asia IV (7) Holding Limited |
| 69,613,389 |
| 66.9 | % | 0 |
| 69,613,389 |
| 0 |
| 69,613,389 |
|
The Baring Asia Private Equity Fund IV, L.P. |
| 69,613,389 |
| 66.9 | % | 0 |
| 69,613,389 |
| 0 |
| 69,613,389 |
|
Baring Private Equity Asia GP IV, L.P. |
| 69,613,389 |
| 66.9 | % | 0 |
| 69,613,389 |
| 0 |
| 69,613,389 |
|
Baring Private Equity Asia GP IV Limited |
| 69,613,389 |
| 66.9 | % | 0 |
| 69,613,389 |
| 0 |
| 69,613,389 |
|
Jean Eric Salata |
| 69,613,389 |
| 66.9 | % | 0 |
| 69,613,389 |
| 0 |
| 69,613,389 |
|
Premier Education Holdings Limited is the record holder of 69,613,389 ordinary shares of Nord Anglia Education, Inc. Jean Eric Salata is the sole shareholder of Baring Private Equity Asia GP IV Limited, which is the general partner of Baring Private Equity Asia GP IV, L.P., which is the general partner of The Baring Asia Private Equity Fund IV, L.P., which is the majority shareholder of Baring Private Equity Asia IV (7) Holding Limited, which is the majority shareholder of Premier Education Holdings Limited.
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Item 5. Ownership of Five Percent or Less of a Class
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certifications
Not applicable
10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2017
| Premier Education Holdings Limited | |
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| By: | /s/ Caroline Baker |
| Name: | Caroline Baker |
| Title: | Director |
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| Baring Private Equity Asia IV (7) Holding Limited | |
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| By: | /s/ Caroline Baker |
| Name: | Caroline Baker |
| Title: | Director |
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| The Baring Asia Private Equity Fund IV, L.P. | |
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| By: | Baring Private Equity Asia GP IV, L.P., its General Partner |
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| By: | Baring Private Equity Asia GP IV Limited, its |
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| By: | /s/ Ramesh Awatarsing |
| Name: | Ramesh Awatarsing |
| Title: | Director |
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| Baring Private Equity Asia GP IV, L.P. | |
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| By: | Baring Private Equity Asia GP IV Limited, its |
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| By: | /s/ Ramesh Awatarsing |
| Name: | Ramesh Awatarsing |
| Title: | Director |
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| Baring Private Equity Asia GP IV Limited | |
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| By: | /s/ Ramesh Awatarsing |
| Name: | Ramesh Awatarsing |
| Title: | Director |
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| Jean Eric Salata | |
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| By: | /s/ Jean Eric Salata |
| Name: | Jean Eric Salata |
LIST OF EXHIBITS
Exhibit No. |
| Description |
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99.1 |
| Joint Filing Agreement |