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
Ownership Summary

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%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

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
2 Ice House Street
Central, Hong Kong

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

 

8


 

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
beneficially
owned:

 

Percent
of class:

 

Sole power to
vote or to
direct
the vote:

 

Shared
power to
vote or to
direct the
vote:

 

Sole power to
dispose or to
direct the
disposition of:

 

Shared power
to dispose or
to direct the
disposition of:

 

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.

 

9


 

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

 

 

 

 

 

 

By:

/s/ Caroline Baker

 

Name:

Caroline Baker

 

Title:

Director

 

 

 

 

 

 

 

Baring Private Equity Asia IV (7) Holding Limited

 

 

 

 

 

 

By:

/s/ Caroline Baker

 

Name:

Caroline Baker

 

Title:

Director

 

 

 

 

 

 

 

The Baring Asia Private Equity Fund IV, L.P.

 

 

 

By:

Baring Private Equity Asia GP IV, L.P., its General Partner

 

 

 

 

By:

Baring Private Equity Asia GP IV Limited, its
General Partner

 

 

 

 

 

 

 

By:

/s/ Ramesh Awatarsing

 

Name:

Ramesh Awatarsing

 

Title:

Director

 

 

 

 

 

 

 

Baring Private Equity Asia GP IV, L.P.

 

 

 

 

By:

Baring Private Equity Asia GP IV Limited, its
General Partner

 

 

 

 

 

 

 

By:

/s/ Ramesh Awatarsing

 

Name:

Ramesh Awatarsing

 

Title:

Director

 

 

 

 

 

 

 

Baring Private Equity Asia GP IV Limited

 

 

 

 

 

 

 

By:

/s/ Ramesh Awatarsing

 

Name:

Ramesh Awatarsing

 

Title:

Director

 

 

 

 

 

 

 

 Jean Eric Salata

 

 

 

 

 

 

 

By:

/s/ Jean Eric Salata

 

Name:

Jean Eric Salata

 


 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99.1

 

Joint Filing Agreement