chambers Thursday, 01/30/14 12:51:27 PM Re: None Post # of 53 Loyalist Group to acquire Study English 2014-01-30 08:39 ET - News Release Mr. Andrew Ryu reports LOYALIST TO ACQUIRE STUDY ENGLISH IN CANADA Loyalist Group Ltd. has entered into a definitive agreement for the acquisition of Study English in Canada, a licensed English-as-a-second-language school operator with campuses in Toronto and Vancouver. The proposed acquisition would also include the Upper Career College of Business & Technology campuses in Toronto and Vancouver. SEC had consolidated revenues of $9.5-million and net income of $1.16-million in the most recent 12-month period. Loyalist will pay $5.5-million for SEC, of which approximately $3.46-million will be paid in cash or cash equivalents, and, subject to certain closing adjustments, $2.04-million will be paid through the issuance of Loyalist common shares, with $600,000 worth of such shares being held in escrow for a period of 10 months following closing as security for certain defined postclosing adjustments. The parties expect to complete the transaction on or around Feb. 5, 2014. "This acquisition adds a well-respected and highly profitable operation to the Loyalist family," said chief executive officer Andrew Ryu. "It also increases our presence in the Toronto market and, more importantly, bolsters our presence in Europe, from which SEC attracts many of its students. I look forward to working with the SEC team as colleagues and fellow shareholders as we continue to build Loyalist." Completion of the transaction is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. About SEC Study English in Canada is a prestigious English preparation school. SEC offers highly tailored, results-driven programs at both its Toronto and Vancouver campuses. Its curriculum structure allows students to design personal, specialized schedules in order to reach their goals. We seek Safe Harbor.