Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information for the purposes of Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the publication of this announcement, this information is now considered to be in the public domain.

23 March 2022

Starcrest Education Limited

("Starcrest" or the "Company" or the "Group")

Advance Agreement with Fairview International School (UK) Limited, Proposed Acquisition of Fairview IB World Schools and Suspension of Listing

Starcrest Education Limited (LSE: OBOR), the international developer and operator of education services in Europe, is pleased to announce that it has signed an agreement with Fairview International School (UK) Limited ("FIS UK") for an advance of up to £1 million (together the "Advance Agreement").

The Advance is at an interest rate of 8 per cent. per annum with repayment upon successful completion of the fundraising of the Proposed Acquisition or 12 months from the date of the Advance Agreement, whichever is earlier. As part of the terms of the Advance Agreement, Starcrest will appoint two independent directors and Fairview has the option to acquire up to 75 per cent. of Starcrest's shares.

In addition to the advance of up to £1 million, as part of the terms of the Advance Agreement, Starcrest and Fairview have also agreed to acquire an interest in several Fairview IB World Schools (together the "Proposed Acquisition") subject to negotiation on the specific details. Fairview is the largest network of IB World Schools with 5 campuses across Malaysia and Scotland being the latest addition to the network. Fairview has been in education for over 4 decades. Fairview was recognised as among the Top 1% Global IB Schools for excellence in its academic achievement for the last 2 years.

At the time of this announcement, the Proposed Acquisition is subject to, amongst other things, legal and financial due diligence, therefore Starcrest is unable to provide further information at this stage about the terms of the Proposed Acquisition. If the Proposed Acquisition is successful, it may amount to a reverse takeover under the Listing Rules.

Suspension

Since Starcrest is currently unable to provide detailed information on the Proposed Acquisition, it has requested the Financial Conduct Authority (the "FCA") to suspend its listing with immediate effect. Listing of Starcrest's ordinary shares will remain suspended until such time as Starcrest either publishes a prospectus relating to the Proposed Acquisition or successfully submits a restoration request for approval by the FCA.

Further updates will be provided in due course, as necessary.

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Starcrest is an international developer and operator of education services in Europe. The Company was established to seek acquisition opportunities in the international education sector and to provide premier education services and products in the UK and to countries in Europe. 

Starcrest listed on the Main Market of the London Stock Exchange on 31 January 2019 under the ticker symbol (LSE: OBOR). Further information can be found on the Company's website at https://www.starcresteducation.com.