NORD Nord Anglia Education Ordinary Shares (delisted)

G6583A 102
(CUSIP Number)

Nord Anglia Education, Inc.
Level 12, St. George's Building
2 Ice House Street
Central, Hong Kong
Tel: +852.3951.1100

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This statement is filed in connection with (check the appropriate box):

a.

o The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b.

o The filing of a registration statement under the Securities Act of 1933.

c.

o A tender offer

d.

ý None of the above

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction: ý

Calculation of Filing Fee

o Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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INTRODUCTION

                This Amendment No. 5 (this " Final Amendment ") to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this " Transaction Statement "), is being filed with the SEC pursuant to Section 13(e) of the Exchange Act jointly by the following persons (each, a " Filing Person ", and collectively, the " Filing Persons "): (a) Nord Anglia Education, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the " Company "), the issuer of ordinary shares, par value US$0.01 per share (the " Shares "), (b) The Baring Asia Private Equity Fund VI, L.P.1, an exempted limited partnership formed under the laws of the Cayman Islands, (c) The Baring Asia Private Equity Fund VI, L.P.2, an exempted limited partnership formed under the laws of the Cayman Islands, (d) The Baring Asia Private Equity Fund VI Co-investment L.P., an exempted limited partnership formed under the laws of the Cayman Islands, (e) Bach Aggregator L.P., an exempted limited partnership formed under the laws of the Cayman Islands, (f) Bach Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, (g) Bach Manco Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, (h) Bach Preference Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, (i) Bach Holdings 2 Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, (j) Bach Finance Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (" Parent "), (k) Bach Acquisitions Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (" Merger Sub ") and (l) Canada Pension Plan Investment Board, a crown corporation established under the Canada Pension Plan Investment Board Act by the Government of Canada.

                This Transaction Statement relates to the agreement and plan of merger dated as of April 25, 2017 (the " merger agreement ") among the Company, Parent and Merger Sub providing for the merger of Merger Sub with and into the Company (the " merger ") in accordance with the Companies Law (2016 Revision) of the Cayman Islands (the " Cayman Islands Companies Law "), with the Company continuing as the surviving company resulting from the merger.

                This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of this Transaction Statement.

                All information contained in this Final Amendment concerning each Filing Person has been supplied by such Filing Person.

Item 15    Additional Information

                Item 15(c) is hereby amended and supplemented as follows:

                On August 21, 2017 at 2:00 p.m. (London, UK time), an extraordinary general meeting of the shareholders of the Company was held at Grosvenor House, A JW Marriott Hotel, 86-90 Park Lane, London W1K 7TN, United Kingdom. At the extraordinary general meeting, the shareholders of the Company voted to authorize and approve the merger agreement, the plan of merger substantially in the form attached as Annex B to the proxy statement attached as Exhibit (a)-(l) to the transaction statement on Schedule 13E-3 filed on July 14, 2017 (the " plan of merger ") and the transactions contemplated by the merger agreement, including the merger.

                On September 1, 2017, the Company filed the plan of merger with the Registrar of Companies of the Cayman Islands, which was registered by the Registrar of Companies of the Cayman Islands as of September 1, 2017, pursuant to which the merger became effective on September 1, 2017. As a result of the merger, the Company became a subsidiary of Parent. At the effective time of the merger, the Company became beneficially owned by a consortium led by Canada Pension Plan Investment Board and funds affiliated with Baring Private Equity Asia Group, Inc.

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                Under the terms of the merger agreement, at the effective time of the merger, the issued and outstanding Shares (other than Shares held by (i)  Premier Education Holdings Ltd (" Premier Education "), which held 69,613,389 Shares, or 66.8% of the Company's issued and outstanding Shares, or any transferee of Premier Education, (ii) Shares held by Parent, the Company or any of their subsidiaries and (iii) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenters' rights under the Cayman Islands Companies Law (the " Dissenting Shares ")) were cancelled and ceased to exist in exchange for the right to receive US$32.50 per Share in cash without interest and net of any applicable withholding taxes. Under the terms of a share sale and support agreement between Parent and Premier Education, Premier Education sold its Shares to Parent on the closing date for US$32.50 per Share, after which such Shares were cancelled for no consideration in the merger. Shares held by Parent, the Company or their subsidiaries were cancelled for no consideration in the merger. The Dissenting Shares were cancelled and, if they elect to continue with their dissent, former holders thereof will be entitled to receive the fair value of the Dissenting Shares held by them determined in accordance with Section 238 of the Cayman Islands Companies Law.

                In addition to the foregoing, at the effective time of the merger, all vested awards granted under the Company's 2014 Equity Incentive Award Plan (the " Share Incentive Plan "), including options to purchase Shares, were converted into a right to receive a cash payment equal to the product of the number of Shares subject to the award and US$32.50 in cash without interest (net of the exercise price for each option to purchase Shares).

                All unvested awards granted under the Share Incentive Plan, including options to purchase Shares and restricted share units, held by non-employee directors of the Company and 50% of unvested awards granted under the Share Incentive Plan held by others were treated in the same manner as the vested awards, as described above. The remaining unvested awards granted under the Share Incentive Plan were converted into awards in respect of shares in Bach Manco Limited, an indirect majority shareholder of Parent.

                As a result of the Merger, the Shares will no longer be listed on any securities exchange or quotation system, including the New York Stock Exchange (" NYSE "), and the Company will cease to be a publicly traded company. The Company has requested the NYSE to file an application on Form 25 with the SEC to remove the Shares from listing on the NYSE and withdraw registration of the ordinary shares under the Exchange Act. The deregistration will become effective 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. In addition, the Company will suspend its reporting obligations under the Exchange Act by filing a certification and notice on Form 15 with the SEC. The Company's reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.

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Item 16    Exhibits

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SIGNATURES

                After due 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.

                Date: September 5, 2017

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Exhibit Index

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