NEXTED GROUP LIMITED — M&A Activity 2021

Mar 24, 2021

(ASX:ICT) Offer to acquire Redhill Education

A SYNERGISTIC APPROACH TO DRIVING GROWTH AND CREATING SHAREHOLDER VALUE

This presentation has been prepared by iCollege Limited (ICT) in relation to its proposed off-market takeover bid to acquire all of the ordinary shares in RedHill Education Limited (RedHill), in accordance with Chapter 6 of the Corporations Act 2001 (Cth) (Corporations Act).

This presentation does not constitute an offer or invitation in any jurisdiction, or to any person to whom, such an offer would be unlawful. This presentation is not intended as an offer, invitation, solicitation or recommendation with respect to the purchase or sale of any security in the United States or to any person to whom it is unlawful to make such an offer or solicitation. The securities that may be included in any offering have not been, and will not be, registered under the US Securities Act.

This presentation should not be relied upon as a representation of any matter that a potential investor should consider in evaluating the company. The company and its affiliates or any of its directors, agents, officers or employees do not make any representation or warranty, express or implied, as to or endorsement of, the accuracy or completeness of any information, statements, representations or forecasts contained in this presentation and they do not accept any liability for any statement made in, or omitted from, this presentation.

Prospective investors should make their own independent evaluation of an investment in the company. Nothing in this presentation should be construed as a financial product advice, whether personal or general, for the purposes of Section 766B of the Corporations Act. This presentation consists purely of observable information and does not involve or imply a recommendation or a statement of opinion in respect of whether to buy, sell or hold a financial product. The company has not considered any of your objectives, financial situation or needs.

This presentation and contents has been made available as a general update and may not be reproduced or disclosed to third parties or made public in any way without the express written permission of the company.

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The Directors of iCollege unanimously recommend that Redhill Education Shareholders ACCEPT this offer

(ASX:ICT)

• iCollege Limited (ICT) Limited is proposing a takeover offer (the Offer) to acquire 100% of RedHill Education Ltd

• Creation of a champion education portfolio by combining two Australian industry leaders

(RedHill or RDH)

• 7.6 fully paid ordinary shares in ICT for every ordinary share on issue of RedHill

• The Offer implies a value of approximately $0.99 per RedHill share

• 1

• 16.4% premium to RedHill’s current share price

• 29.4% premium to RedHill’s undisturbed share price prior to UCW’s offer

• 45.6% premium to RedHill’s undisturbed 30-day VWAP

• 65% premium to RedHill’s capital raise completed in July 2020

ICT’s offer is superior to UCW’s offer of 4.5 UCW shares per RDH share, representing $0.855 per RDH share2

Integration of complementary businesses that benefit from expanded geographical footprint, broadened course offerings and opportunity to extend student lifecycle

• Immediate and ongoing realisation of revenue and cost synergies for the combined group

• Stronger balance sheet facilitating future growth opportunities

• Increased liquidity and greater capital market significance

Combining two highly experienced board and management teams with proven track records

Significant value creation for both sets of shareholders

2 Based on the value of each UCW ordinary share of $0.19, being the closing share price on 24th March, 2021, the last trading day prior to the release of the Bidder’s Statement.1 Based on the value of each Redhill Education ordinary share of $0.85, being the closing share price on 24th March, 2021, the last trading day prior to the release of the Bidder’s Statement.

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RDH Implied offer
$0.99Price Per Share Offer PricePremium 29.4% 45.6% 54 7. % 90 4. % 65.0% 16.4% 12 8. %
Implied Offer Price: $0.99 per share
$1.00
Implied Equity Value $0.90
$0.80 $0.85 $0.855
$50.3m
$0.70 $0.77
$0.60 $0.68
% of Shares Acquired $0.64
$0.50 $0.60
100% $0.52
$0.40
$0.30
$0.20
$0.10
$0.00 Undisturbed 1 30 Day VWA(Undisturbed)P 2 60(Undisturbed)DayVWAP 2 90(Undisturbed)Day VWAP 2 July CapitalRaise 3 Last Close 4 Implied UCWOffer price 5
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• 1 Based on RDH share price at 11 December 2020 (day prior to UCW Bidder’s Statement)

• 2 VWAP is calculated for the period up to and including 11 December 2020, the last trading day prior to the date of the UCW Bidder’s Statement. VWAP is calculated based on cumulative value divided by cumulative volume traded on ASX

• 3 Offer premium relative to the RDH recent capital raise price of $0.60, completed in July 2020

• 4 Based on the value of each RDH share of $0.85, being the closing price on 24 March 2021, the last trading day prior to the date of the Bidder’s Statement

• 5 Based on the value of each UCW share of $0.19, being the closing price on 24 March 2021, the last trading day prior to the date of the Bidder’s Statement multiplied by the exchange ratio of 4.5 fully paid ordinary shares in UCW for each ordinary voting share on issue in RDH, being the exchange ratio outlined in the UCW Bidder’s Statement (i.e. $0.19 multiplied by 4.5)

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Market segment Student sector Revenue split Course mix ELICOS, VET and English language testing Domestic and International 46% international students and 54% domestic students Locations Adelaide, Brisbane, Canberra, Gold Coast, Perth and Sydney Student recruitment offces locations N/A Funding sources Subsidised state government funding contracts in ACT, NSW, QLD, SA, WA and fee for service English language, business, leadership and management, health and community services, building and construction, hospitality and IT Board and management ownership 13.0% Market capitalisation A$75.6 M*

ELICOS, VET, Higher education and international student recruitment Domestic and International 85% international students and 15% domestic students English language, business, leadership and management, IT, coding, mobile app development, digital design, interior design

Brisbane, Melbourne and Sydney Australia, Chile, Colombia, France, Italy, Mexico, Spain FEE-HELP, Commonwealth Supported Places, Vet Student Loans (VSL) and fee for service 1.5% A$43.2 M*

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• The Offer represents an attractive premium to all of the relevant metrics, including the competing UCW offer and the undisturbed share price of Redhill Education Shares prior to the announcement of the UCW offer.

• Combining iCollege and Redhill Education brings together two Australian industry leaders creating a champion education portfolio delivering:

• iCollege employs a highly regarded and experienced board and management team that has a demonstrated track record of prudent cash management, turnaround, acquisition, and integration experience.

• Should you choose to reject this complementary and synergistic offer, there are risks in remaining a minority shareholder in Redhill Education..

• diversified earnings base

• expansive geographic footprint

• immediate and long-term cost and revenue synergies, otherwise not available on a standalone basis

• strengthened balance sheet

• greater liquidity and increased market capitalisation

• On a standalone basis, there is uncertainty surrounding the timing of the recovery for Redhill Education given its exposure to the international student market and ambiguity around the easing of international border restrictions

• No other superior proposal has emerged for your Redhill Education Shares at the date of this Bidder’s Statement.

• Redhill Education Shareholders who are Australian residents are not expected to pay stamp duty or brokerage to accept the Offer.

You may be eligible for CGT rollover relief.

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Immediate and ongoing realisation of targeted cost synergies for the combined group

gies	Category	Description of Key Costs	Description of Key Costs	Description of Key Costs	Cost Savings	Cost Savings	Time Frame
	Cost of services	•Student acquisition costs (agent commissions) •Teaching resource costs			$1.0m		3-24 months
	Corporate costs	•Public company expenses •Board and executive costs			$0.6m		0-4 months
ost Syner	Sales, general & administration	• • Marketing costs Administration costs General business costs •			$0.5m		0-12 months
C	Employee expenses	Salaries and employee costs •				$1.2m	0-12 months
	Property	Occupancy costs •			$0.4m		0-12 months
	Total				$3.7m

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Creates a leading, diversified portfolio of education businesses, positioned to invest, innovate and compete in a rapidly growing marketplace

•	Approximately, 90% of Redhill’s	ICT Campuses
	domestic revenue is derived from	Brisbane	2
	NSW and VIC. Comparably, iCollege derives over 90% of its	Perth	2
	current revenue from QLD, SA and	Sydney	1
	WA	Adelaide	1
•	The combined group creates	Gold Coast	1
	signifcant opportunities to expand	Canberra	1
	the geographic delivery locations of current course offerings, creating	Total Locations	8
	operating advantages and a more
	balanced geographical revenue base.	RDH Campuses
		Sydney	4
•	Both entities beneft from greater
	utilisation of all campuses through	Melbourne	1
	the provision of additional training	Brisbane	1
	offerings to both domestic and	Total Locations	6

• Both entities benefit from greater utilisation of all campuses through the provision of additional training offerings to both domestic and international students.

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NT
WA QLD
Brisbane
Gold Coast
SA
Perth NSW
Sydney
Adelaide VIC Canberra
Melbourne
TAS
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Pro Forma Group Commentary
15%
20%
Domestic Domestic bases. RedHill has an 85% Highly complementary student
50% International Domestic 50% International International to rapidly move to 54% domestic students where ICT has managed re l i a n ce o n i n te r n a t i o n a l
students during HY1 FY 21
85% 80%
21% La�n America exc. Brazil6% 22% 5%India
WesternJapan 3%Europe 8% [4%] Rest of theWorld India South East AsiaBrazil 17% 4%7.5% JapanWesternEuropeRest of theSouth EastWorldAsia La�n America exc. BrazilBrazil 37% 4%7%18%JapanWesternEuropeRest of theWorldSouth East AsiaLa�n America exc. BrazilBrazil 30% from India, Korea and SE Asia.drawing significant enrolments America and Europe with ICT reputation throughout Latin RedHill enjoys significant to ~450 international agents. The Combined Group has access
15%
41% 15.5% 14% 21%
1Revenue by Domicile
2Students by Region
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1 Based on RDH target statement and ICT FY2020 Annual report

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2 Based on HY1 FY21 results presentation for RDH for Greenwich College and ICT HY1 FY21 results presentation

The broader course offering provided by the combined entity will allow for greater student participation and retention across the diverse brands.

Combined Group offering increases significantly with ICT experiencing sustained growth in the health, community services and hospitality sectors due to ongoing skill shortages experienced in Australia

Significant up selling and cross selling opportunities across several quality brands will immediately become apparent in the combined group

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Business andManagement TechnologyDesign Healthcare andCommunityServices ConstructionBuilding and
ELICOS RecruitmentStudent Foundation Skills/Hospitality/ Business Language
Design Marketing Coding Coding
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FUNDING SOURCE

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COURSE OFFERING
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Combines two Australian industry leaders, creating a champion Education provider with a national footprint across a broad suite of well regarded brands

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MARKET
CAPITALISATION
• Due to iCollege’s larger average
daily trading volume over the last 12 $118.6M
months, the merger should provide
greater liquidity to RedHill
shareholders
• Further industry consolidation can be
achieved through complementary $75.6M
acquisitions of organisations that
share the same values and vision.
$43M
• After realisation of cost and revenue $34M
synergies, ICT's acquisition of RDH is
expected to be earnings accretive $22M
1
Combined 1
Group 1 1
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1 Based on the closing share price on the 24th of March, 2021 for iCollege, Redhill Education, Academies Australasia and UCW Limited
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The offer is a premium to a range of trading measure including the recent competing offer Delivers immediate scale, increased revenue, profitability and balance sheet strength Greatly expanded course offerings under 12 quality and recognised brands Campus numbers can be rationalised to create greater facility utilisation resulting in significant margin improvement Greatly enhances organic growth opportunities in all markets where the combined group will have a presence

Strengthened board and leadership team

Campus numbers increase from 8 to 14

Significant reduction of duplicated costs already identified

Eligibility for scrip-to-scrip capital gains tax rollover relief due to the transfer of shares under the offer

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THANK YOU

(ASX:ICT)