Imagine Education – Eden Academy

MN-05049

Imagine Education Holdings Pty Ltd (**Imagine Education**), part of the Imagine Education Group, proposes to acquire entities that operate or manage a portfolio of Eden Academy childcare centres, and options to acquire further such entities, from the shareholders of the Eden Academy Group (**Eden Academy**) (the **Acquisition**). Imagine Education currently operates 63 childcare centres in Queensland, New South Wales, Victoria, South Australia and Tasmania, primarily under the Imagine Childcare, Children First, Grow Early Education and Learning Ladder brands. Eden Academy currently has 70 childcare centres in Queensland, New South Wales, Victoria and South Australia that it owns, operates (or expects to commence operating shortly) or manages under the “Eden Academy” brand. Imagine Education and Eden Academy both provide centre-based childcare and early childhood education services (long day care) for children aged approximately 0–6 years, including kindergarten/preschool programmes where applicable. Through the Acquisition, Imagine Education would acquire 58 operating Eden Academy childcare centres. In addition, Imagine Education proposes to acquire 100% of the shares in Eden Academy Management Pty Ltd, which would hold rights to manage a further 10 Eden Academy childcare centres. Imagine Education would also manage (but not acquire) two further Eden Academy childcare centres that would continue to be owned by Eden Academy post-Acquisition. A further 11 sites of childcare centres are proposed to be developed by the current owners of the Eden Academy Group, with Imagine Education being granted options to acquire the entities associated with those centres and sites. There is an overlap between the Eden Academy operated or managed childcare centres proposed to be acquired and Imagine Education centres in the following areas: * **Queensland:** Mackay (Rural View, Beaconsfield, Kerrisdale, Mount Pleasant), Harris Crossing, Loganlea, Edens Landing, Park Ridge, Little Bardon, Auchenflower, Bardon, Woodridge, Broadbeach Waters, Wooloowin, Pacific Pines, Isle of Capri, Redbank Plains, Hamilton * **New South Wales:** Dubbo * **South Australia:** Angle Vale, Salisbury Heights, Parafield Gardens, Newton * **Victoria:** Harkness, Thornhill Park, Fraser Rise, Clyde, Junction Village, Botanic Ridge, Cranbourne, Mambourin, Werribee, Thomastown, Doreen, Glenroy, Pascoe Vale, Oak Park. The above list does not include those sites over which an option may be exercised in future. The Acquisition would take place pursuant to a sale agreement between Imagine Education and Eden Academy Investment Holdings Pty Ltd (**EAIH**), the sellers and other parties. Imagine Education would acquire 100% of the shares in EAIH, 100% of the shares and units in the Bardon Operations Pty Ltd and Bardon Operations Unit Trust, 100% of the shares in Eden Academy Management Pty Ltd, and options to acquire 100% of the shares in other entities (special purpose vehicles) that are wholly owned by Eden Academy Childcare Operations #2 Pty Ltd as trustee for Eden Academy Childcare Operations #2 Trust or Eden Grove Operations Pty Ltd as trustee for Eden Grove Operations Unit Trust.