BPP Holdings plc

On 8 June 2009, an announcement was released outlining the terms of a £303.5m recommended cash offer by Apollo Global (through a newly formed entity, Apollo UK Acquisition Company Limited) for our client BPP Holdings plc ("BPP") . BPP has been a retained client of Canaccord Genuity'since defending it against an unwelcome bid approach three years ago from Carter & Carter.

The offer price is 620p per share, which represents a:

• 69.9% premium to the share price of 365p on 28 April 2009, the last business day prior to the date that BPP announced that it was in talks with Apollo Global in accordance with Rule 2.4 of the City Code; and
• 82.1% premium to the to the average Closing Price of 340.5 pence for each BPP share over the three months prior to 28 April 2009

The offer values the entire issued and to be issued share capital of BPP at approximately £303.5m.

The transaction is to be effected by way of a scheme of arrangement and is likely to complete around the end of July 2009.

BPP was founded in 1976 and is a leading education provider in the UK. It was the first private sector company to be accredited with degree awarding powers in the UK. BPP provides education through three business segments: Professional Education, providing certification and continued development; College of Professional Studies, including the Law School and Business School; and MPW, operating independent fifth and sixth form colleges. In the year ended 31 December 2008, BPP generated sales of £165.5m and EBIT of £21.5m.

Apollo Global is joint venture company, 80.1 per cent. owned by Apollo Group Inc. and 19.9 per cent. owned by private equity firm The Carlyle Group. Apollo Global was formed with the intention of making a range of investments in the international education services sector. Apollo Group, Apollo Global's majority shareholder, has been an education provider for more than 30 years and has established itself as a leading provider of higher education programmes in the United States that meet the needs of the working adult. Apollo Group provides education to students through its subsidiary companies including the University of Phoenix (an online university), Institute for Professional Development, College for Financial Planning, Western International University, Meritus University, Insight Schools and Apollo Global. In the year ended 31 August 2008, Apollo Group employed circa 18,000 people and generated sales of $3,140.9m.

Apollo Global views BPP as a strategic and unique opportunity to expand its international educational services offering to the UK and Europe and believes that the opportunities in the UK education market and BPP's leading brand, together with the depth and breadth of talent of BPP's management team and employee base, make BPP an attractive investment.

Canaccord Genuity acted as sole financial advisor to the BPP Holdings.