WEY Wey Education Plc

TIDMWEY

RNS Number : 4306W

Wey Education PLC

23 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.

23 April 2021

RECOMMED CASH ACQUISITION

of

WEY EDUCATION PLC ("Wey Education" or the "Company")

by

INSPIRED EDUCATION ONLINE LIMITED ("Bidco")

(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

On 1 April 2021 the boards of Wey Education and Bidco jointly announced that they had reached agreement on the terms of a recommended acquisition by Bidco for the entire issued and to be issued ordinary share capital of Wey Education. As outlined in that announcement, the Acquisition is to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") (or, if Bidco elects, with the consent of the Panel, by way of a Takeover Offer) and is subject to the terms and conditions set out in the scheme document in relation to the Acquisition (the "Scheme Document").

Publication and posting of the Scheme Document

The board of Wey Education is pleased to announce that the Scheme Document is being published and posted to Wey Education Shareholders today. The Scheme Document contains, amongst other things, a letter from the Chairman of Wey Education, a statutory explanatory statement, the full terms and conditions of the Acquisition, notices convening the Court Meeting and the General Meeting in connection with the Scheme, an expected timetable of principal events and details of the actions to be taken by Wey Education Shareholders. A copy of the Scheme Document is available on the Company's website at https://www.weyeducation.com/investors/ .

Hard copies of the Scheme Document and the Forms of Proxy for the Court Meeting and the General Meeting are being posted to Wey Education Shareholders today.

Unless otherwise defined, all capitalised terms in this announcement shall have the same meaning given to them in the Scheme Document.

Action to be taken

As further detailed in the Scheme Document, the Scheme is subject to the Conditions. To become effective, the Scheme will require, amongst other things, approval by a majority in number representing not less than 75 per cent. in value of the Wey Education Shareholders present, entitled to vote and voting, either via the Virtual Meeting Platform (as referred to below) or by proxy, at the Court Meeting and the passing of the Special Resolutions to be proposed at the General Meeting.

To vote at the Meetings using the Forms of Proxy by post or by email:

Wey Education Shareholders will receive with the Scheme Document a BLUE Form of Proxy and a WHITE Form of Proxy. The BLUE Form of Proxy is to be used in connection with the Court Meeting and the WHITE Form of Proxy is to be used in connection with the General Meeting. Please complete and sign both Forms of Proxy and return them in accordance with the instructions by post or (during normal business hours only) by hand to Neville Registrars at Neville House, Steelpark Road, Halesowen, B62 8HD or by emailing them to Neville Registrars at info@nevilleregistrars.co.uk, so as to arrive as soon as possible but in any event by no later than 10.00 a.m. on 13 May 2021 (in the case of the BLUE Form of Proxy) or 10.15 a.m. on 13 May 2021 (in the case of the WHITE Form of Proxy) (or in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned Meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in the UK unless otherwise announced)).

If the BLUE Form of Proxy is not lodged so as to be received by the time mentioned above and in accordance with the instructions on that Form of Proxy, it may be emailed to info@nevilleregistrars.co.uk any time prior to the commencement of the Court Meeting. If the WHITE Form of Proxy is not lodged so as to be received by the time mentioned above and in accordance with the instructions on that Form of Proxy, it will be invalid.

To vote at the Meetings online:

As an alternative to completing and returning the printed Forms of Proxy, proxies may be appointed electronically by logging on to www.sharegateway.co.uk and completing the authentication requirements as set out on the Forms of Proxy. You will need your Personal Proxy Registration Code which is set out on the Forms of Proxy. Please ensure you vote on the resolutions in respect of both the Court Meeting and the General Meeting.

In the case of the Court Meeting only, if the electronic proxy appointment is not received by this time, the BLUE Form of Proxy may be emailed to info@nevilleregistrars.co.uk any time prior to the commencement of the Court Meeting or any adjournment thereof.

To vote at the Meetings using CREST:

If you hold your Wey Education Shares in uncertificated form (that is, in CREST) you may vote using the CREST proxy voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes for the Notice of the General Meeting set out at the end of the Scheme Document). Proxies submitted via CREST must be received by Neville Registrars (CREST ID 7RA11) not later than 10.00 a.m. on 13 May 2021 in the case of the Court Meeting and 10.15 a.m. on 13 May 2021 in the case of the General Meeting (or, in the case of an adjournment, not less than 48 hours (excluding any part of a day that is not a working day) prior to the time and date set for the adjourned Meeting). Wey Education Shareholders are advised to read the terms and conditions of use carefully.

In the case of the Court Meeting only, if the proxy appointment through CREST is not received by this time, the BLUE Form of Proxy may be emailed to info@nevilleregistrars.co.uk any time prior to the commencement of the Court Meeting or any adjournment thereof.

Provided the Scheme becomes Effective Scheme Shareholders will receive their consideration without having to take further action.

Remote attendance at the Meetings

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Whether or not you intend to attend remotely and/or vote at the Meetings, you are therefore strongly advised to sign and return your BLUE Form of Proxy (by post or email) or transmit a proxy appointment and voting instruction (electronically, online or through CREST) for the Court Meeting as soon as possible. The completion and return of the Forms of Proxy by post or email (or transmission of a proxy appointment or voting instruction electronically, online, through CREST or by any other procedure described in the Scheme Document) will not prevent you from attending remotely, submitting written questions and/or any objections (in the case of the Court Meeting) and voting at the Court Meeting or the General Meeting, in each case via the Virtual Meeting Platform as described in the opening pages of the Scheme Document and the Virtual Meeting Guide, if you are entitled to and wish to do so.

COVID-19 restrictions

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. You are therefore strongly urged to complete, sign and return your Forms of Proxy or appoint a proxy online or through CREST, as soon as possible.

In light of the current COVID-19 Restrictions, Wey Education Shareholders and other attendees are strongly encouraged not to attend (or vote at) the Court Meeting or the General Meeting in person. The Chairman of the relevant Meeting and anyone else nominated by the Chairman to attend in person will do so in order to establish a quorum. Wey Education Shareholders can attend remotely, submit written questions and/or any objections (in the case of the Court Meeting) and vote at the Court Meeting or the General Meeting in each case via the Virtual Meeting Platform, as described in the opening pages of the Scheme Document, the Virtual Meeting Guide and in the notices of the Court Meeting and the General Meeting (see Parts Nine (Notice of Court Meeting) and Ten (Notice of General Meeting) respectively of the Scheme Document).

Access to the Meetings will be available from 9.45 a.m. on 17 May 2021, although the voting functionality will not be enabled until the Chairman of the relevant Meeting declares the poll open. Wey Education Shareholders will be permitted to submit written questions (via the Virtual Meeting Platform) to the Directors during the course of the relevant Meeting. Wey Education Shareholders can use the same function to submit any written objections they may have to the Scheme at the Court Meeting. The Chairman of the relevant Meeting will ensure that all such questions and/or any objections (in the case of the Court Meeting) relating to the formal business of the Meeting are addressed during the Meeting, unless no response is required to be provided under the Companies Act or the provision of a response would, at the Chairman's discretion, be contrary to the good order of the Meeting.

Following the General Meeting, the Scheme must be sanctioned by the Court and will only become Effective upon delivery to the Registrar of Companies of a copy of the Court Order.

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.

Accordingly, the Wey Education Directors unanimously 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 Last Practicable Date).

Wey Education Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Cancellation of admission of Wey Education Shares to trading on AIM

Prior to the Scheme becoming Effective and subject to any applicable requirements of the AIM Rules, Wey Education will make an application to the London Stock Exchange for the cancellation of the admission of the Wey Education Shares to trading on AIM to take effect at 7.00 a.m. on the Business Day following the Effective Date.

It is intended that dealings in Wey Education Shares will be suspended at 7.30 a.m. (London time) on the Effective Date.

Share certificates in respect of Wey Education Shares will cease to be valid and should be destroyed following the Effective Date. In addition, entitlements to Wey Education Shares held within the CREST system will be cancelled following the Effective Date.

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

Expected Timetable

The following indicative timetable sets out the expected dates for implementation of the Acquisition. All times shown in the Scheme Document are London times unless otherwise stated.

 
 Event                                                Expected time/date 
                                                                     (1) 
 Publication of the Scheme Document                        23 April 2021 
 Latest time for lodging Forms of Proxy for 
  the: 
  -- Court Meeting (BLUE form)                      10.00 a.m. on 13 May 
                                                                2021 (2) 
  -- General Meeting (WHITE form)                   10.15 a.m. on 13 May 
                                                                2021 (3) 
 Voting Record Time                                  6.00 p.m. on 13 May 
                                                                2021 (4) 
 Court Meeting                                      10.00 a.m. on 17 May 
                                                                    2021 
 General Meeting                                    10.15 a.m. on 17 May 
                                                                2021 (5) 
 The following dates are indicative only and are subject to change 
  (6) 
 Sanction Hearing to sanction the Scheme                     24 May 2021 
 Last day of dealings in, and for registration               24 May 2021 
  of transfers of, and disablement in CREST 
  of, Wey Education Shares 
 Scheme Record Time                                  6.00 p.m. on 24 May 
                                                                    2021 
 Suspension of dealings in Wey Education Shares       by 7.30 a.m. on 25 
                                                                May 2021 
 Effective Date of the Scheme                                25 May 2021 
 Cancellation of admission of Wey Education          7.00 a.m. on 26 May 
  Shares to trading on the AIM market of London                     2021 
  Stock Exchange 
 Latest date for despatch of cheques or for             by 14 days after 
  settlement through CREST                            the Effective Date 
 Latest date by which Scheme must be implemented   30 September 2021 (7) 
 

Notes:

   (1)     All times set out in this timetable refer to London time unless otherwise stated. 

(2) It is requested that the BLUE Forms of Proxy for the Court Meeting be lodged by 10.00 a.m. on 13 May 2021 or, if the Court Meeting is adjourned, not later than 48 hours prior to the time appointed for the Court Meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in the UK unless otherwise announced). However, if this deadline is missed, the BLUE Form of Proxy may be emailed to info@nevilleregistrars.co.uk any time prior to the commencement of the Court Meeting or any adjournment thereof.

(3) WHITE Forms of Proxy for the General Meeting must be lodged by 10.15 a.m. on 13 May 2021 or, if the General Meeting is adjourned, not later than 48 hours prior to the time appointed for the adjourned Meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in the UK unless otherwise announced).

(4) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day falling two Business Days before the date of the adjourned meeting.

   (5)     Or as soon thereafter as the Court Meeting shall have concluded. 

(6) These times and dates are indicative only and will depend on, among other things, the dates upon which (a) the Court sanctions the Scheme; and (b) the Conditions are satisfied or (where applicable) waived.

(7) The latest date by which the Scheme must be implemented may be extended by agreement between Wey Education and Bidco with the prior consent of the Panel and (if required) the approval of the Court.

To the extent any of the above expected dates or times change, Wey Education will give notice of any such changes and details of the revised dates and/or times to Wey Education Shareholders by issuing an announcement through a Regulatory Information Service.

Information for Wey Shareholders

For further information, please contact Neville Registrars on 0121 585 1131 from within the UK or +44 (0)121 585 1131 if calling from outside the UK or email Neville Registrars at info@nevilleregistrars.co.uk. 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 9.00am - 5.00 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Neville Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Enquiries:

 
 Wey Education 
                                                 +44 (0) 77 7836 
                                                  7999 +44 (0) 77 
 Barrie Whipp                                     3060 8766 
  Barry Nichols-Grey                              +44 (0) 75 1587 
  Jacqueline Daniell                              8389 
 WH Ireland 
  (Financial Adviser, Nominated Adviser          +44 (0) 20 7220 
  and Broker to Wey Education)                    1666 
 
   James Joyce 
   Chris Savidge 
   James Sinclair-Ford 
 Alma PR 
  (Public Relations adviser to Wey Education) 
                                                 +44 (0) 7780 901 
  Josh Royston                                    979 
 

DAC Beachcroft LLP is providing legal advice to Wey Education.

Important Notices

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.

Further information

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 UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable 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 purposes of complying with English law, the AIM Rules, the rules of the London Stock Exchange 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 of England.

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 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 other 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.

Copies of this Announcement and the formal documentation relating to the Scheme and the Acquisition will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.

Notice to U.S. investors

US Holders should note that the Acquisition relates to the securities of a UK company, is subject to UK disclosure requirements (which are different from those of the US) and is being made by means of a scheme of arrangement provided for under English company law. Under the present circumstances, a transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement has been or will have been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Neither the SEC nor any securities commission of any state of the US nor any other US regulatory authority has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this Announcement. Any representation to the contrary is a criminal offence in the US.

The receipt of cash pursuant to the Acquisition by a direct or indirect US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Wey Education Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Wey Education is located outside the US, and some or all of its officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non- US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with the Code, normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Wey Education Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Wey Education and Bidco contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Wey Education and Bidco about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on Wey Education and Bidco, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Wey Education and Bidco believe that the expectations reflected in such forward- looking statements are reasonable, Wey Education and Bidco can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite shareholder approval and the satisfaction (or, if applicable, waiver) of other Conditions on the proposed terms and schedule; the ability of Wey Education and Bidco to successfully integrate their respective operations and retain key employees; the potential impact of the Rule 2.7 Announcement or consummation of the Acquisition on relationships, including with employees, suppliers, customers and competitors; and changes in general economic, business and political conditions; the combined company's ability to make acquisitions and its ability to integrate or manage such acquired businesses. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Wey Education nor Bidco, nor any of their respective associates or directors, officers 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 these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules, the Code and the Disclosure Guidance and Transparency Rules of the FCA, as applicable), neither Wey Education nor Bidco is under any obligation, and Wey Education and Bidco expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No 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 Part Five (Financial Information and Wey Education Profit Forecast) to the Scheme Document.

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.

Publication on a website

A copy of this Announcement and the Scheme Document required to be published pursuant to Rule 26.1 of the Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Wey Education's website at https://www.weyeducation.com/investors/ and on Bidco's website at https://inspirededu.com/offer by no later than 12 noon (London time) on the Business Day following the date of this Announcement and will continue to be made available on this website during the Offer Period. For the avoidance of doubt, the contents of this website are not incorporated by reference and do not form part of this Announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement (or any document incorporated by reference within this Announcement) by submitting a request in writing to Neville Registrars at Neville House, Steelpark Road, Halesowen B62 8HD, by calling Neville Registrars on 0121 585 1131 from within the UK or +44(0)121 585 1131 if calling from outside the UK or by emailing Neville Registrars at info@nevilleregistrars.co.uk. 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. - 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Neville Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

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 (0)121 585 1131 / info@nevilleregistrars.co.uk. 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 other 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 to comply with Rule 2.11 (c) of the Code.

Dealing disclosure requirements

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 Rule 2.7 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 offerors). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the Rule 2.7 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 offerors), 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 p.m. (London time) on the Business Day 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 Panel's Market Surveillance Unit on +44 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.

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 figures that precede them.

General

If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice immediately from an independent financial adviser 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.

Time

All references to time in this Announcement are to the time in London, unless otherwise stated.

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April 23, 2021 04:00 ET (08:00 GMT)