Half Year Results

For the half year ended 31 December 2018

5 February 2019

Disclaimer

This document has been prepared by Navitas Limited ABN 69 109 613 309 (Navitas or the Company). The material contained in this document is a presentation of general information in summary format about the Navitas Group's activities current as at the date of this document (5 February 2019). It does not purport to be complete and should be read in conjunction with other Navitas announcements made to the ASX and available atwww.navitas.comor www.asx.com. You should not rely upon this document as advice for investment purposes as it does not take into account your investment objectives, financial position or needs. You should consider these factors, and seek independent professional advice if required, when deciding if an investment in Navitas is appropriate for you.

An investment in Navitas shares is subject to risks, a number of which are described in the "Risks" section of Navitas' Operating and Financial Review, which is set out in Navitas' 2018 Annual Report available atwww.navitas.comor www.asx.com. Navitas does not guarantee its performance, repayment of capital or any particular tax treatment. To the extent permitted by law, no responsibility for any loss arising in any way (including for negligence) from anyone acting or refraining from acting as a result of this document or its content is accepted by Navitas or its related bodies corporate or their officers and any liability for such matters is disclaimed.

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Key Highlights

David Buckingham, Chief Executive Officer

BGH Consortium Proposal - Board intends to recommend offer of $5.825

  • As announced on 15 January 2019, Navitas received a revised non-binding proposal from the BGH Consortium to acquire 100% of the shares in Navitas for $5.825 cash per share (~$2.1bn equity valuation) by way of a Scheme of Arrangement ("Revised Proposal")

  • Navitas Board intends to recommend the Revised Proposal to shareholders subject to the BGH Consortium confirming its offer price of $5.825 per Navitas share, as well as the other conditions outlined in the Navitas' ASX announcement dated 15 January 2019 (including no superior proposal and an independent expert concluding that the revised proposal is in the best interests of Navitas shareholders)

  • BGH Consortium granted exclusive due diligence until 18 February 2019, subject to no superior proposal emerging which the BGH Consortium does not match

  • Mechanism available for Mr R. Jones and AustralianSuper to support a superior proposal should any emerge and not be matched by the BGH Consortium

  • • The Revised Proposal represents a 6% increase of $0.325 per share (or $116m) relative to the BGH Consortium's previous proposal ($5.50 per share) and a premium of 34% to the pre-bid share price on 9 October 2018 (being the last closing price prior to the announcement of the prior proposals)

  • The offer price of $5.825 will be reduced by the amount of any dividends paid by Navitas prior to implementation of any scheme of arrangement:

    • - no interim dividend declared in respect of the 6 months ending 31 December 2018; and

    • - the Board intends to pay a dividend (of an amount to be determined) prior to implementation of the scheme, in order to distribute available franking credits

Operational highlights - HY19

1

REVENUE SUSTAINABILITY AND GROWTH

  • Academic quality targets met - pass rates of 82%, retention rates of 88% and progression rates of 93%

  • 3 new contracts announced - University of Twente, The Hague University of Applied Sciences and James Cook University

  • Strong business development pipeline for H219 and FY20

    2

  • C&I rationalisation program well progressed

    PORTFOLIO

    • - Completed closure of Los Angeles and San Jose campuses

    • - Advisors appointed to market the divestment of the US SAE business

    • - Completed sale of Health Skills Australia to Holmesglen and Queensland TAFE

    • - Closure of SAE Oxford operations underway

    • - SAE Indonesia converted to license operation

3

FINANCIAL PERFORMANCE

  • 5.4% enrollment growth YTD in UP division

  • Strong student growth in Canada and UK

  • Improved performance in SAE business following FY18 rationalisation

4

TECHNOLOGY /

DIGITAL CAPABILITY

  • Roll out of new student management and agent portal system progressing to completion

  • Digital program established with 5 pilot developments underway

5

LEADERSHIP DEVELOPMENT

  • Appointment of experienced new CEO for UP North America

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Navitas Limited published this content on 05 February 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 05 February 2019 00:23:11 UTC