EDU HOLDINGS LIMITED — M&A Activity 2021

Jun 24, 2021

25 JUNE 2021

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ASX / MEDIA RELEASE

RedHill Education Limited

RedHill and UCW cease transaction discussions

On 14 December 2020, UCW Limited ( UCW ) announced an unsolicited and conditional off-market takeover for all the shares in RedHill Education Limited ( RedHill ) for 4.5 UCW ordinary shares for each ordinary share held in RedHill ( UCW Offer ).

RedHill and UCW had engaged in meaningful discussions regarding a potential transaction, and had entered into reciprocal due diligence. These discussions have now ceased as the RedHill Board of Directors has concluded that mutually acceptable terms could not be reached. As a result, UCW has informed RedHill that it does not intend to extend its Offer and therefore, its Offer will lapse on 2 July 2021. Accordingly, RedHill’s Board recommends you TAKE NO ACTION in relation to the current UCW Offer.

As advised on 31 May 2021, RedHill continues to actively manage the business through the current COVIDled disruptions, and has been pleased by outperformance of its domestic business, strong international student numbers at Greenwich Management College and better than expected performance at Greenwich English College.

RedHill confirms that it expects FY21 revenues to be in the range of $43.0 – $44.0m, and for its cash balance (including term deposits) to be in the range of $24.5 - $25.5m, as at 30 June 2021.

The RedHill Board believes in industry consolidation and will continue to review any M&A transaction on its merits (whether it be a change of control proposal or acquisition).

Update on ICT Offer

As announced on 18 June 2021, iCollege Ltd ( ICT ) has extended its offer to acquire all the shares in RedHill for 7.6 ICT ordinary shares for every one RDH share ( ICT Offer ) to 30 July 2021. The RedHill Board recommends shareholders TAKE NO ACTION in relation to the ICT Offer.

RedHill will continue to keep shareholders informed of any material developments in relation to the ICT Offer, and is committed to acting in the best interests of all shareholders and to maximising shareholder value.

Should you have any queries regarding either the UCW Offer or the ICT Offer, please contact the RedHill shareholder information helpline on 1300 148 799 or +61 9415 4265.

Authorised for release to ASX by the Board of Directors of RedHill.

CONTACTS

Glenn Elith Lisa Jones Chief Executive Officer Company Secretary Email: gelith@redhilleducation.com Email: lisa.jones@redhilleducation.com

RedHill Education Limited – ACN 119 952 493

L2, 7 Kelly St, Ultimo NSW 2007 T +61 2 8355 3820 | F +61 2 9211 8355 | W www.redhilleducation.com