TOWN HALL MEETING (1500; 09/05/25)
1. Welcome & Introductions
a. Those Friends of Kingscourt (FoKC) Executive Committee members present began by introducing themselves:
i. Ed Cherrett (Chair; former master mariner; worked on trading floors for BP; ran ships; now saving a school!);
ii. Ollie Barton (Secretary; strategic analyst; civil servant);
iii. Neil Pomeroy (Business; private equity; tech start ups);
iv. Karie Jones (Legal; lawyer of 20+ years experience);
v. Jerry Goddard (Education; retired director of education; board member of a multi-academy trust);
vi. Sophie Adams (Finance; investment and private equity experience);
vii. Katie ? (Accounts; accountant; tax advice).
b. Ed began with a caveat and a polite request. All of the figures cited in today’s and future updates were FoKC’s, not Cognita’s (which were subject to a non-disclosure agreement).
c. Since FoKC was in deep negotiations with Cognita (who had been acting true to its stated desire for Kingscourt to continue albeit under different ownership), FoKC would kindly ask all parents to refrain from speaking with members of the press.
d. FoKC could not offer a definitive view as yet. FoKC hoped to be in a position to provide greater clarity and certainty by next Friday.
e. Instead, the purpose of the Town Hall was to provide all parents and carers with an update on efforts to secure the long-term future of Kingscourt.
f. The initial findings, after working solidly the last two weeks including through the Bank Holiday weekend, were very promising.
2. FoKC’S AIM & ACTIVITIES
a. FoKC’s main aim was to protect Kingscourt for our children, and for their children in turn.
b. FoKC’s initial objective was to secure the school until next July; however, as efforts have progressed, and the prospects grown stronger, the priority shifted to secure the school for the long-term, whilst not ruling out this possible contingency.
c. FoKC had been overwhelmed by the feedback, and offers of support. In order to harness this support, and to co-ordinate its efforts, FoKC established an executive committee, with nominated leads for each area of activity, and associated working groups.
d. A sub-group of the executive committee remains subject to a non-disclosure agreement that allowed speedy access to accurate financial data, and confidential discussion with Kerrie Daunter.
e. The workstreams intitiated by FoKC to date included, inter alia:
i. Engagement with parents / Kingscourt community;
ii. Engagement with Cognita;
A. Met with Cognita CFO on 02/05/25. Sent Cognita 202-25 questions.
B. Cognita initially responded quickly to the request and FoKC received the essential data required to conduct its own analysis of Kingscourt’s underlying financial viability.
C. Taken by surprise by the activism of FoKC, Cognita appointed the merger and acquisition specialist, Grant-Thornton, to act as an intermediary; progress had since slowed but was continuing.
iii. Engagement with the landlord;
A. FoKC had direct discussions with the present landlord (the original founders of Kingscourt); landlord stressed their desire for Kingscourt to continue, and their willingness to consider how they might support FoKC towards this end.
B. FoKC had since put five proposals to the landlord about a potential future lease arrangement.
iv. Engagement with local independent schools and other potential buyers / supporters;
A. What Cognita told parents on 29/04/25 about the attempted sale of Kingscourt was not entirely accurate.
B. 18 months ago, Cognita had approached several other local independent schools, but with a most unattractive pitch: in essence “buy into Cognita/Kingscourt; don’t get much in return”.
C. FoKC had since approached the Prep Schools Trust, St Edmund’s, PGS, Ditcham, Portsmouth High, Churchers.
D. Only Churchers had given a flat rejection; other schools were actively considering potential partnership arrangements or acquisition of Kingscourt.
E. FoKC had asked Grant-Thornton for details of the other schools and potential buyers that Cognita approached previously; awaiting a response.
F. Contact made with PWC about potential investment; preference remained a partnership or acquisition by a school, considering experience with Cognita.
v. Engagement with local MP (former Education Secretary) and local councillors;
A. Contact made; awaiting follow up.
vi. Engagement with educational authorities and regulatory bodies;
A. Contacted local education authority, who were interested in how they could accommodate the admission of Kingscourt children into the state sector. LEA had little appetite or role to play in resolving issues with an independent school.
vii. Learnt from the experience other independent schools had in navigating similar transitions;
A. In light of Cognita’s recent announcement that they planned to close three other UK schools, FoKC were currently debating whether to approach the other Cognita schools concerned to co-ordinate efforts.
B. Joint pressure could help; on the other hand, FoKC being first in the queue, so to speak, could work in Kingscourt’s favour.
viii. Conducted financial analysis;
A. Below
ix. Developed a business plan for an independent Kingscourt (business model; marketing; structure);
A. Below
x. Assessed Cognita’s current and an independent Kingscourt’s inherited legal liabilities;
A. Below
xi. Developed contingency plans should Cognita back-track on co-operation (press / parliamentary etc).
A. FoKC would continue to fight as hard as it could to secure the long-term future of Kingscourt; however, failing that would switch focus to securing a delay in closure until at least July 2026, in the absolute worst case.
3. Options explored
a. Jerry spoke about how all the options considered by FoKC were set against the same criteria: educational outcomes; financial viability; feasibility.
b. FoKC quickly realised that only by securing Kingscourt’s long-term future (as opposed to a temporary stay of execution) could all three criteria be met, hence why that became FoKC’s primary objective.
c. Options explored to date included:
i. Transitioning to the state sector: lead times to transition to a free school or multi-academy trust were enormous; LEA not interested in adopting and maintaining a former independent school.
ii. Extending the planned date of closure: initially FoKC’s main priority, but focus shifted for the reasons above.
iii. Securing Kingscourt’s long term future:
A. Partnership with an independent secondary or thru-school but Kingscourt to remain an independent entity;
B. Acquisition by an independent school but separate;
C. Acquisition and merger with an independent school;
D. External financial support: FoKC continued to explore all available options and were welcome to suggestions, but were not placing its hopes on this option.
E. Go it alone: Dmonstrating Kingscourt’s ability to go it alone was the best way of persuading third parties to support the school’s long-term future.
d. As an aside, Jerry offered a personal view: in 50 years’ experience of working in and around education, he had never seen a team come together so quickly and work so hard. The team was passionate, but we would not be sentimental. Likewise, whilst individuals were determined, they were also realistic. Above all, FoKC was not looking through rose-tinted glasses when it said that Kingscourt had a long-term future. It had done its homework and due-diligence.
4. Analysis & findings
a. Neil and Sophie structured their brief using some of the questions raised by parents to date:
i. “Two weeks ago, Cognita told us that the school was unviable, and had been loss making for years. What’s changed?”
A. In short, the challenges that Kingscourt had been experiencing were largely the result of mismanagement and neglect on Cognita’s part. Kerrie Daunter and her excellent team had already resolved the underlying problem, and the most significant consequences of this problem (the lack of Year 4) would no longer be felt in two years’ time with no further action.
B. Fundamentally, the school’s short-term financial challenges were driven by the current lack of a Year 4. Had Kingscourt been under local leadership (rather than Cognita’s at best arms-length management), Kingscourt could have made changes to prevent this headwind and the present funding gap would have been minimised or eliminated entirely. In any case, the fine work of Kerrie and the teaching staff had already reversed the trend, with excellent intake to the lower school for September 2025, and a strong chance of retention throughout these children’s Kingscourt career. The problem had already been solved by the time of Cognita’s announcement.
C. Cognita’s forecasting and demand modelling was flawed, based as it was on national statistics that did not account for imminent demographic changes in our area. >200 new houses were planned within three miles of Kingscourt, which by DFE estimates would increase the primary school age population by approximately 75. As it is, local state provision would already struggle to deal with this extra demand. Based on national averages, this would translate to an extra 10 children that would have seriously considered Kingscourt (in reality probably higher given the skewed demographic of the area). This stood in stark contrast to the national model used by Cognita to make their decision. There was certainly no lack of an addressable market; poor marketing and poor management had got us here.
D. The school and its grounds had been under-utilised and several opportunities to monetise had been overlooked. For example, a year-round nursery had much greater appeal than the current term-time only model, and the grounds could accommodate a forest school which would further expand and enhance nursery and early years provision. The unreliable holiday club and wraparound provision could be better marketed as further upside.
E. Rest assured; the modelling FoKC had shared with Grant-Thornton and Congita did not upon any of these new revenue streams. They would be top-ups to futher secure and brighten Kingscourt’s future.
F. There were many more cases for discussion when we have the luxury of time. But please note: the positive case we are making today does NOT rely on any fundamental change or new revenue streams. These are additional opportunity which could be used to shorten the path to profitability.
ii. How have you reached this conclusion?
A. FoKC obtained from Cognita detailed cost breakdowns, which FoKC subjected to detailed analysis. (The patchiness in historical data provided smacked of poor accounting practice rather than a deliberate attempt to cover up or dissemble.] This analysis showed that the income lost due to the missing Year 4 group was substantial and impaired the school’s ability to break even. However, this was a temporary state and the intake numbers in lower years showed that the school population would recover, returning the school to profitability in approximately two years.
B. FoKC polled the parent body on their intentions and concerns, revealing that the overwhelming majority wanted to keep their families at Kingscourt, subject to reasonable assurance that this stay of execution would be permanent and not amount to a temporary sticking plaster.
C. FoKC engaged the landlords, who clearly stated their preference that the site remain a school and indicated that they were willing to consider revised terms, if it resulted in the continuity of the school in the spirit and philosophy upon which they originally founded it.
iii. “How can you be so sure that Kingscourt has a viable future? Have you had anyone independently check your analysis?”
A. Yesterday, FoKC held a review session with Grant-Thornton. Brutal (for Grant-Thornton); didn’t see FoKC coming, that was for sure. This alone would give FoKC confidence in its findings.
B. However, ahead of this meeting, FoKC had benchmarked Kingscourt against other local schools in terms of profitability, financial reserves, fee structure and approach to capital investment.
C. In short, all of the other schools in the local area had broadly the same business model, holding in cash reserves the equivalent of one year of fees (c.£1m in Kingscourt’s case).
D. FoKC’s immediate goal was to secure a similar amount of money in a financial settlement from Cognita.
E. By placing Kingscourt on the same financial footing as its competitors, FoKC was confident in the quality of our offering and believed the school would be competitive in attracting new pupils and families.
F. Already in its negotiations with Grant-Thornton, FoKC had secured half of this amount, and that was after one negotiating session; FoKC was very optimistic more could be secured.
G. Beyond securing a favourable financial settlement from Cognita, FoKC was actively exploring other ways of raising cash (including through donations) both to increase an independent Kingscourt’s reserves and to increase its attractiveness to potential partners or buyers.
iv. Surely this is seems too good to be true?
A. Cognita’s use of boilerplate letters to announce over recent weeks the planned closure of four schools was illustrative of a cookie-cutter approach that flew in the face of Cognita’s claim that its decision was based upon an analysis of local circumstances.
B. It was clear that Cognita wanted to package up its business into something neater for sale. Cognita was perfectly within its rights as a business to make such a business decision. However, our children did not go to school ‘nationally’. They attended a local school attuned to our community and values.
C. Through governance in that spirit, and sound financial planning, FoKC believed that Kingscourt could continue to exist for generations to come. We owed it to our children and ourselves to secure this school.
D. In negotiations, one of the weapons at our disposal was to threaten (but not yet to inflict) reputational harm. Given Cognita’s desire to conduct a share sell-off, this threat of reputational harm had a monetary value in our negotiations.
E. FoKC urged parents to resist for now the understandable urge to kick up a stink in the press; this risked jeopardising what was a strong negotiation position and as a consequence the strong prospects of securing FoKC’s future.
5. Proposed business plan for Kingscourt after Cognita
a. Karie set out how FoKC was actively considering two potential options for Kingscourt after Cognita:
i. Association charitable incorporated organisation (CIO): This differed from a charitable trust, which had additional reporting requirements, but had many of the same benefits, including some tax breaks, but had the added benefit of enjoying similar limited liability to a business (best of both worlds). (Further details available at: https://assets.publishing.service.gov.uk/media/65c644f59c5b7f0012951c47/Association_CIO_model_090224.pdf).
ii. Joining the charitable trust or CIO of an existing independent school: Following meetings this week, the Head of Portsmouth Grammar School (PGS) was taking this and other similar proposals to his board of governors for consideration.
b. These options were not mutually exclusive; indeed, demonstrating the viability and possibly even pursuing the first would be the best way of securing the latter, which FoKC believed would be the best, but not the only, way of securing Kingscourt’s future in the long-term.
c. Regarding timing, FoKC would love to be able to say that the contracts to implement either of these two options were good to go. Despite working through the Bank Holiday, we were not there yet. FoKC had set itself the nominal deadline of next Friday (16/05/25) to provide much greater clarity, and would be meeting with Grant-Thornton, PGS, the landlord et al over the next week.
d. Parents refraining from committing to alternative schools was the best way of increasing the probability of success of these negotiations.
e. The question had been raised: “Can’t we just sue Cognita?” FoKC was not afraid to go up against Cognita, but ultimately we wanted to win the war, not the court battle.
f. Right now, we were leveraging in our negotiations with Cognita, the latter’s consistent mismanagement of Kingscourt by applying a flawed business model to a school of its size. Kingscourt had not benefited from the notional economies of scale generated by being part of a large consortium since Cognita had applied a model that suited schools of 500+ pupils to a school of 100+, including by apportioning the same corporate overhead costs to Kingscourt as a 2000+ Cognita school in the Gulf.
g. Furthermore, Cognita failed to pursue the quick, easy, and relatively cheap ways of increasing revenue and pupil numbers which it could have done had it taken a more local view, and given the school’s senior leadership team greater autonomy.
h. FoKC’s negotiating strategy where Cognita was concerned was: “you need to compensate us for your incompetent management of the school and handling of the closure announcement.” FoKC had demonstrated in its modelling first to Cognita and now Grant-Thorton the impact Cognita’s mismanagement had had on the school’s finances. This modelling gave FoKC strong grounds to demand a financial settlement that would leave FoKC with equivalent cash reserves to other local independent schools.
i. FoKC confirmed that it had been conservative in its financial planning, modelling a reduction in pupil numbers, and had benchmarked its analysis against equivalent prep schools not thru-schools.
6. Next Steps
a. Ed set out the next steps including:
i. Complete the business plan (already 80-90% complete);
ii. Share with Cognita (via Grant-Thornton) and the landlords; may need to get big companies involved as advisors to FoKC’s efforts (e.g. PWC);
iii. Continue to update Kerrie Daunter on our efforts (noting that all questions would have to go through Grant-Thornton for the foreseeable);
iv. Continue to negotiate a fair financial settlement with Cognita to secure the cash reserves required for Kingscourt to operate with confidence independently, or to enhance Kingscourt’s attractiveness to potential partners or buyers;
v. Develop Kingscourt’s new marketing group.
vi. Continue to pursue all partnership opportunities;
vii. Prepare public relations and media strategy to change the narrative around Kingscourt from “failing school to be closed” to “high achieving school’s future saved by committed parents” (need PR and media expertise).
b. FoKC planned to reconvene and provide a further update in a week’s time.
c. FoKC reiterated its call for parents in the meantime to be patient, and resist any pressure to commit to alternative schools until we had learnt the outcome of the forthcoming negotiations.
7. Questions?
a. Has anyone pushed Kingscourt to pause the redundancy process given that there were grounds to believe that Cognita was implementing the process incorrectly?
i. No; neither FoKC nor the wider parent body could be seen to compromise the ongoing Transfer of Undertakings (Protection of Employment) (TUPE) process.
ii. Regardless, it was most unlikely that we could persuade Cognita to pause the process.
iii. Employees could take this up with Cognita if they believed that their employment rights had been contravened.
iv. Cognita’s duty of care to the children and any potential breach of its common law obligations was a separate legal matter.
b. Would a new school need to rehire the staff?
i. Ultimately, this would depend upon the timing and the outcome of the TUPE process. If we were able to move quickly, no.
ii. Although the staff consultation process precluded direct engagement with the staff, the sense we had was that most staff members were very happy at Kingscourt, wanted the school to survive, and would stay if they could.
iii. The other practical challenges to taking an independent Kingscourt out of Cognita’s ownership were not small. That said, registering a change of ownership, so long as it did not involve a so-called “material change”, was not technically difficult. But like getting one’s passport renewed, it could be time-consuming (up to six months according to DfE guidance).
c. Will there be redundancies under a successful transition, given that staff numbers have increased in the years that many parents have been at the school?
i. It was not FoKC’s intention to make redundancies; instead FoKC was exploring the possibility of better utilisation of existing staff.
ii. In order to negotiate the size of cash reserve required, FoKC needed to demonstrate that it had a plan to secure Kingscourt’s long-term future. That required preserving the staff body which ultimately was the foundation of the school’s success, and its number one asset, besides the children.
iii. FoKC’s analysis had shown that the most savings could be made when it came to operational costs. Cognita operated Kingscourt in a manner that did not suit a school as small as Kingscourt.
d. Would there be a jump in fees under the proposed future business model?
i. FoKC could not say anything definitive as yet about fees; however, the intention was not to penalise parents for staying.
ii. FoKC would not change the increase in fees already announced by Cognita for September, but FoKC’s proposed business plan and current negotiating strategy was not predicated on above inflation increases.
e. Fee structure at KC is quite different from local schools. Other schools start low and grow. Has any consideration been given to change the fee structure?
i. Again, FoKC could not say anything definitive as yet about fees, but was actively considering potential restructuring.
ii. At present there was a large step up in early years, before levelling off, and then another step up. Other schools are more progressive.
iii. Retention requires easing the transition between years, especially between nursery and reception.
iv. Other ideas included revisiting uniform, for example by making the YR uniform the same as nursery. This would save £800, reducing a barrier that currently raised no monetary benefit to the school, but was an additional cost to parents
v. Should we decide to restructure fees, it would be important to preserve the competitive pricing of the all YR-Y6 journey. Although the step up at the beginning is higher, taken as a whole Kingscourt is very good value. Preserving this cost-effectiveness would be key to retention.
f. Biggest concern was the way Cognita announced the decision, and the rumour mill it generated. How do we change the narrative around this from the “school that failed” to “the school that was saved”?
i. Having repeatedly raised this point with Cognita, it was clear that Cognita would not retract the original message.
ii. Until Cognita had validated FoKC’s business plan, it would not change its public position.
iii. Even then, Cognita was not going to openly admit fault. Instead, we could expect a statement along the lines of “Cognita and Kingscourt has decided to go their separate ways”.
iv. Consequently, it would be on us parents to correct the narrative. FoKC would very much welcome help from those with PR, marketing, and press management experience.
g. Cognita intimated that the staff consultation would last until 27th June. Can FokC or parents individually approach the staff before this?
i. Until the last few days, FoKC had been able to ask questions of Kerrie Daunter directly under the NDA.
ii. However, since the appointment of Grant-Thornton, all questions about staff need to be posed of and through them.
iii. FoKC would continue to update Kerrie Daunter about progress, but the two-way traffic of information would now have to cease.
iv. FoKC would advise parents (and parent-teachers) not to share with staff any information learnt today or via other means about FoKC’s activities lest that risk prejudicing the outcome of the staff consultation process.
