TIDMHAR
RNS Number : 3344B
Geeya Technology (Hong Kong) Ltd
13 April 2012
For immediate release
Not for release, publication or distribution, in whole or in
part, directly or indirectly in, into or from ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
13 April 2012
Recommended Cash Offer
for
Harvard International plc ("Harvard")
by
Geeya Technology (HongKong) Limited ("Bidco")
a wholly owned direct subsidiary of
Chengdu Geeya Technology Co., Ltd ("Geeya")
Summary and highlights
Further to the joint announcement of 10 October 2011 pursuant to
Rule 2.4 of the Code (the "Rule 2.4 Announcement") of the Possible
Cash Offer for Harvard by Bidco, the directors of Bidco, Geeya and
Harvard are pleased to announce that all of the pre-conditions to
the issue of an offer announcement pursuant to Rule 2.7 of the Code
as set out in the Rule 2.4 Announcement have now been satisfied.
Accordingly, the directors of Bidco, Geeya and Harvard have reached
agreement on the terms of a recommended cash offer to be made by
Bidco, a wholly-owned subsidiary of Geeya, for the entire issued
and to be issued share capital of Harvard (the "Offer").
-- Under the terms of the Offer, Harvard Shareholders will
receive 45 pence for each Harvard Share. On this basis, the terms
of the Offer value the entire existing issued share capital of
Harvard at approximately GBP23.07 million and on a fully diluted
basis at approximately GBP23.09 million.
-- This represents a premium of:
o 100 per cent. to the Closing Price of 22.5 pence per Harvard
Share on 27 September 2011, being the last Business Day prior to
the commencement of the Offer Period; and
o 36.3 per cent. to the Closing Price of 33.0 pence per Harvard
Share on 12 April 2012, being the last Business Day prior to the
date of this announcement.
-- Bidco has received irrevocable undertakings to accept the
Offer from certain Harvard Directors in respect of, in aggregate,
5,579,818 Harvard Shares, representing approximately 10.88% per
cent. of the existing issued share capital of Harvard. Further
details of these irrevocable undertakings are set out in paragraph
3 below.
-- The Harvard Directors, who have been so advised by Investec
(as independent adviser for the purposes of Rule 3 of the Code),
consider the terms of the Offer to be fair and reasonable. In
providing its advice, Investec has taken into account the
commercial assessments of the Harvard Directors. Accordingly, the
Harvard Directors unanimously recommend Harvard Shareholders to
accept the Offer as they have irrevocably undertaken to do in
respect of their own beneficial interests amounting, in aggregate,
to 5,579,818 Harvard Shares.
-- The Offer Document, setting out full details of the Offer and
the procedures to be followed by Harvard Shareholders to accept the
Offer, together (where appropriate) with a Form of Acceptance, will
be posted to Harvard Shareholders and (for information only) to
holders of options over Harvard Shares, subject to certain
restrictions relating to persons resident in any Restricted
Jurisdiction, as soon as practicable and in any event within 28
days from the date of this announcement, unless otherwise agreed
with the Panel.
Commenting on the Offer, Mr Zhou, Chairman of Geeya said:
"We are delighted to announce our formal Offer for Harvard. We
believe this acquisition will represent a significant step in the
implementation of Geeya's strategy to expand our geographical
presence, gain retail exposure for our set-top boxes and benefit
from the value of Harvard's brands. We look forward to working with
Harvard's management and employees in what will be an exciting
future for both companies."
Commenting on the Offer, Ms Bridget Blow, Chairman of Harvard
said:
"On behalf of the Board, I am pleased to have reached the
position of being able to announce the formal offer from Geeya to
the Harvard shareholders. The Offer represents a good opportunity
for shareholders to realise their investment in the Company. I
would like to take this opportunity to thank the Board and
employees of the Company for all their support and wish them every
success in the future."
Enquiries:
Seymour Pierce Limited (Financial Adviser to Geeya and
Bidco)
Jonathan Wright Tel: +44 (0) 20 7107 8000
Tom Sheldon Tel: +44 (0) 20 7107 8000
North Square Blue Oak (Financial Adviser to Geeya and Bidco
in China)
Yayu Wang Tel: +86 105 218 5160
Harvard International plc
Bridget Blow, Chairman Tel: +44 (0) 20 8238 7650
Mike Ashley, Chief Executive
Officer
Investec plc (Financial Adviser, nominated adviser and
corporate broker to Harvard)
James Grace Tel: +44 (0) 20 7597 4000
This summary should be read in conjunction with, and is subject
to, the full text of this announcement (including the appendices).
In particular, the Offer will be subject to the conditions and
certain further terms set out in Appendix I to this announcement
and the further terms to be set out in the Offer Document. Appendix
II contains the bases and sources of certain financial information
used in this announcement. Certain definitions apply throughout
this announcement. Your attention is drawn to Appendix IV at the
end of this announcement where these definitions are set out in
full.
Seymour Pierce, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
as financial adviser to Bidco and Geeya and no-one else in
connection with the Offer and will not be responsible to anyone
other than Bidco and Geeya for providing the protections afforded
to clients of Seymour Pierce or for providing advice in relation to
the Offer, the contents of this announcement or any other matter
referred to herein. Neither Seymour Pierce nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Seymour Pierce in connection with this announcement, any
statement contained herein or otherwise.
Investec, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
as financial adviser to Harvard and no-one else in connection with
the Offer and will not be responsible to anyone other than Harvard
for providing the protections afforded to clients of Investec or
for providing advice in relation to the Offer, the contents of this
announcement or any other matter referred to herein. Neither
Investec nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Investec in connection with this
announcement, any statement contained herein or otherwise.
The Offer will not be made, directly or indirectly, in, into, or
from the United States, Canada, Australia, South Africa or Japan,
or by the use of the mails of, or by any means of instrumentality
(including, without limitation, by means of facsimile transmission,
telex, telephone, internet or other forms of electronic
communication) of interstate or foreign commerce of, or by any
facility of a national, state or other securities exchange of the
United States, or in, into or from Canada, Australia, South Africa
or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction.This
announcement does not constitute an offer in the United States,
Canada, Australia, South Africa or Japan or any such other
jurisdiction and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facilities or otherwise from or
within the United States, Canada, Australia, South Africa or Japan
or any such other jurisdiction. Accordingly, this announcement is
not being, and should not be, directly or indirectly mailed,
transmitted or otherwise distributed or sent, in whole or in part,
in or into or from the United States, Canada, Australia, South
Africa or Japan or any such other jurisdiction.
This announcement is for information purposes only and is not
intended to, and does not, constitute, or form any part of, an
offer to sell or an invitation to subscribe for or purchase Harvard
Shares or any other securities, nor shall there be any sale, issue
or transfer of the securities referred to in this announcement in
any jurisdiction in contravention of applicable law. The Offer is
being made solely through the Offer Document, which will contain
the full terms and conditions of the Offer (including details of
how to accept the Offer). Any acceptance in relation to the Offer
should be made only on the basis of the information contained in
the Offer Document. Harvard Shareholders are advised to read the
formal documentation in relation to the Offer carefully, once it
has been despatched.
The distribution of this announcement and availability of the
Offer to persons not resident in, nor citizens of, the United
Kingdom may be affected by the laws of the relevant jurisdictions
in which they are citizens or in which they are resident. Such
Overseas Shareholders should inform themselves about, and observe,
any applicable legal or regulatory requirements of any such
relevant jurisdiction. This announcement has been prepared for the
purposes of complying with English law, the Code and the AIM Rules
and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the United
Kingdom. Any person (including, without limitation, nominees,
trustees and custodians) who would, or otherwise intend to, forward
this announcement, the Offer Document and/or any Form of Acceptance
or any accompanying document to any jurisdiction outside the United
Kingdom should refrain from doing so and seek
appropriate professional advice before doing so.
Neither the United States Securities and Exchange Commission nor
any state securities commission has reviewed, approved or
disapproved this announcement or any of the proposals described in
this announcement.
The Harvard Directors accept responsibility for all the
information contained in this announcement relating to themselves
and members of their immediate families, related trusts and persons
connected with them, and to Harvard. To the best of the knowledge
and belief of the Harvard Directors (each of whom has taken all
reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
The Geeya Directors and Bidco Director accept responsibility for
all of the information contained in this announcement other than
the information for which the Harvard Directors accept
responsibility as stated above. To the best of the knowledge and
belief of the Geeya Directors and Bidco Director (who have taken
all reasonable care to ensure that such is the case), the
information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Cautionary statement regarding forward-looking statements
This announcement, including information included or
incorporated by reference in this announcement, may contain
"forward-looking statements" concerning Harvard, Geeya and Bidco.
Generally, the words "anticipate", "believe", "continue",
"estimate", "expect", "forecast", "intend", "may", "plan",
"project", "should" and "will" or similar expressions identify
forward-looking statements. Such statements reflect the relevant
company's current views with respect to future events and are
subject to risks and uncertainties that could cause the actual
results to differ materially from those expressed in the
forward-looking statements. Many of these risks and uncertainties
relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as changes in general economic
and business conditions, changes in currency exchange rates and
interest rates, lack of acceptance of new exchange rates and
interest rates, introduction of competing products or services,
lack of acceptance of new products or services, changes in business
strategy and the behaviour of other market participants and
therefore undue reliance should not be placed on such statements.
Neither Harvard nor Geeya nor Bidco nor their respective affiliates
undertakes any obligation to update publicly or revise
forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent legally
required.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of
Harvard or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) Harvard and (ii) any
paper offeror(s). An Opening Position Disclosure by a person to
whom Rule 8.3(a) of the Code applies must be made by no later than
3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th Business Day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of Harvard or
of a paper offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code of the Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of Harvard or of any paper offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of Harvard or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) Harvard and (ii) any paper
offeror, save to the extent that these details have previously been
disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of Harvard or a paper offeror, they
will be deemed to be a single person for the purpose of Rule 8.3 of
the Code.
Opening Position Disclosures must also be made by Harvard and by
any offeror and Dealing Disclosures must also be made by Harvard,
by any offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4 of the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Opening Position Disclosure
Harvard has made an Opening Position Disclosure setting out the
details required to be disclosed by it under Rule 8.2(a) of the
Code.
Information relating to Harvard Shareholders
Addresses, electronic addresses and certain information provided
by Harvard Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Harvard may
be provided to Geeya and Bidco during the offer period as requested
under Section 4 of Appendix 4 of the Code.
Publication on the Geeya website and the Harvard website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement along with the information incorporated by reference
into it will be available free of charge, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Geeya's website at
www.geeya.co.uk/ and on Harvard's website at www.harvardplc.com by
no later than 12:00 noon on the business day following the date of
this Announcement and during the course of the Offer.
Not for release, publication or distribution, in whole or in
part, directly or indirectly in, into or from ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
13 April 2012
Recommended Cash Offer
for
Harvard International plc ("Harvard")
by
Geeya Technology (HongKong) Limited ("Bidco")
a wholly owned direct subsidiary of
Chengdu Geeya Technology Co., Ltd ("Geeya")
1. Introduction
Further to the joint announcement of 10 October 2011 pursuant to
Rule 2.4 of the Code (the "Rule 2.4 Announcement") of the Possible
Cash Offer for Harvard by Bidco, the directors of Bidco, Geeya and
Harvard are pleased to announce that all of the pre-conditions to
the issue of an offer announcement pursuant to Rule 2.7 of the Code
as set out in the Rule 2.4 Announcement have now been satisfied.
Accordingly, the directors of Bidco, Geeya and Harvard have reached
agreement on the terms of a recommended cash offer to be made by
Bidco, a wholly-owned subsidiary of Geeya, for the entire issued
and to be issued share capital of Harvard.
2. The Offer
The Offer, which will be made on the terms and subject to the
conditions set out or referred to in Appendix I to this
announcement, and subject to the further terms to be set out in
full in the Offer Document and, in the case of certificated Harvard
Shares, in the Form of Acceptance, will be made on the following
basis:
for each issued and to be issued Harvard Share 45 pence in cash
On the basis set out in Appendix II, the Offer values the entire
existing issued share capital of Harvard at approximately GBP23.07
million and on a fully diluted basis at approximately GBP23.09
million.
The Offer represents a premium of approximately:
-- 100 per cent. to the Closing Price of 22.5 pence per Harvard
Share on 27 September 2011, being the last Business Day prior to
the commencement of the Offer Period; and
-- 36.3 per cent. to the Closing Price of 33.0 pence per Harvard
Share on 12 April 2012, being the last Business Day prior to the
date of this announcement.
The Harvard Shares to which the Offer relates will be acquired
by Bidco fully paid, or credited as fully paid, and free from all
liens, equitable interests, mortgages, charges, encumbrances,
rights of pre-emption and other third party rights or interests of
any nature whatsoever and together with all rights now or hereafter
attaching to them, including, without limitation, all voting rights
and the right to receive and retain, in full, all dividends and
other distributions (if any) declared, made or paid on or after the
date of this announcement.
The Offer will extend to all Harvard Shares in issue or
unconditionally allotted fully paid (or credited as fully paid) on
the date on which the Offer is made and to any further Harvard
Shares unconditionally allotted or issued fully paid (or credited
as fully paid) while the Offer remains open for acceptance (or
until such earlier date as Bidco may, subject to the Code or with
the consent of the Panel, determine).
The Offer Document containing the full terms and the conditions
of the Offer will be posted to Harvard Shareholders and (for
information only) to holders of options over Harvard Shares,
subject to certain restrictions relating to persons resident in any
Restricted Jurisdiction, as soon as practicable and in any event
within 28 days from the date of this announcement, unless otherwise
agreed with the Panel.
3. Irrevocable undertakings
Bidco and Geeya have received irrevocable undertakings to
accept, or procure the acceptance of, the Offer from the following
Harvard Shareholders over the following holdings in Harvard
Shares:
Shareholder Number of Harvard Approximate percentage
Shares of issued Harvard
Shares
Bridget Blow 10,000 0.02%
Mike Ashley 20,000 0.04%
Daniel Harris 5,549,818 10.82%
Accordingly, subject to such irrevocable undertakings not having
lapsed in accordance with their terms and therefore ceasing to be
binding, Bidco and Geeya have received irrevocable undertakings to
accept the Offer from holders of, in aggregate, 5,579,818 Harvard
Shares, representing approximately 10.88% per cent. of the existing
issued Harvard Shares.
The Harvard Shareholders who have given irrevocable undertakings
to Bidco and Geeya have additionally agreed therein, inter alia,
not to:
-- sell, transfer, dispose of or grant security over any of their shareholdings;
-- accept any other offer from any third-party in respect of their shareholdings; and
-- withdraw their acceptance of the Offer.
No Harvard Shareholder who has entered into an irrevocable
undertaking with Bidco and Geeya is acting in concert with either
Bidco or Geeya.
4. Information relating to Bidco and Geeya
Bidco
Bidco, a private company incorporated in Hong Kong, was formed
on 19 September 2011 and has its registered office at Room 19C,
Lockhart Centre, 301-307 Lockhart Road, Wan Chai, Hong Kong.
Bidco was formed specifically for the purpose of making the
Offer and is wholly owned by Geeya. Bidco has not traded since its
date of incorporation, has paid no dividends and has not entered
into any obligations other than in connection with the financing of
the Offer.
Geeya
Geeya was founded in 1999 and is based in Chengdu, China. Geeya
is a public company admitted to trading on the Shenzhen Stock
Exchange in China. Geeya manufactures and supplies digital
television network equipment and its products include a full series
of digital TV products from head-end to terminal-end, including
digital television support systems and consumer digital appliances,
including digital set top boxes.
As at 31 December 2010, Geeya had consolidated total assets of
RMB809.9 million (approximately GBP79.4 million) and reported a net
profit for the year ended 31 December 2010 of RMB53.8 million
(approximately GBP5.1 million).
Further information concerning Bidco and Geeya will be set out
in the Offer Document.
5. Information relating to Harvard
Incorporated on 2 April 1963, Harvard is an English public
limited company whose ordinary shares are admitted to trading on
AIM. Harvard operates within the global consumer electronics market
focusing on added value digital vision products, such as TV set-top
boxes and recorders, targeting specific local market opportunities
such as the UK's popular, free-to-air TV services. In addition,
Harvard markets a range of accessories for Apple's iPod, iPhone and
iPad products in the UK under the iLuv brand. It is also a major
supplier of digital vision, radio, and other consumer electrical
products in Australia. Harvard has comprehensive product
development, procurement and logistical operations based in the UK,
Hong Kong and China.
6. Current trading and prospects of Harvard
In its interim report for the period ended 30 September 2011,
Harvard reported that the Harvard Group had improved profitability
and remained on target with its strategic plan, against a backdrop
of continued weakness in the global economy, particularly in the
consumer electronics (CE) sector.
The Harvard Group reported an operating profit for the first
half of the financial year of GBP0.3 million (2010: loss GBP0.6m).
Revenue for the period fell to GBP23.1 million (2010: GBP30.1
million) and gross margin improved to 23% (2010: 11%) reflecting
the Group's planned strategic exit from low margin, high volume
products which had accounted for GBP13 million of sales in the
comparative period last year.
Operating profitability improved as a result of increased
consumer demand for digital set top boxes (STB) and digital
television recorders (DTR) and an improved business performance in
Australia.
Flooding in Thailand during October 2011 led to severe
disruption in the global hard disk drive supply chain and the
Harvard Group explained that this would reduce DTR production
resulting in a shortage of units and higher prices. It is expected
that the net effect will reduce full year operating results by up
to GBP0.5m.
The digital switch over timetable resulted in an increased need
for working capital as short term set top box inventory levels rose
but net cash at the end of the period remained ahead of target at
GBP13.3m (2010: GBP15.0m).
7. Background to and reasons for the Offer
In May 2011, discussions commenced between Harvard and Geeya. A
meeting between Mike Ashley, the Chief Executive Officer of
Harvard, and Mr Zhou, the Chairman of Geeya, in July 2011
subsequently led to proposals from Geeya with respect to a possible
offer for Harvard. Such discussions culminated in the announcement
of 10 October 2011 that Harvard and Geeya had agreed, in principle,
the terms of the Possible Cash Offer. That announcement stated that
certain pre-conditions, including approvals from the relevant
regulatory authorities in China, were required to be satisfied or
waived prior to any offer being made.
The Harvard Directors, the Geeya Directors and the Bidco
Director are pleased to announce that all of the pre-conditions set
out in the announcement of 10 October 2011 have been satisfied.
Accordingly, the Harvard Directors, the Geeya Directors and the
Bidco Director have reached agreement on the terms of a recommended
cash offer for the entire issued and to be issued share capital of
Harvard by Bidco.
Geeya currently sells its existing products to Chinese based
businesses and has very limited experience of product exporting and
no previous retail experience. It has, however, recently been
seeking to expand its geographical presence and gain retail
exposure for its set-top boxes.
The acquisition of Harvard presents an opportunity for Geeya to
address both of these strategic aims as Harvard has strong business
links and significant sales with retailers in both the UK and
Australia.
8. Recommendation
The Harvard Directors, who have been so advised by Investec (as
independent adviser for the purposes of Rule 3 of the Code),
consider the terms of the Offer to be fair and reasonable. In
providing its advice to the Harvard Directors, Investec has taken
into account the commercial assessments of the Harvard Directors.
Accordingly, the Harvard Directors unanimously recommend Harvard
Shareholders to accept the Offer as they have irrevocably
undertaken to do in respect of their own beneficial interests
amounting, in aggregate, to 5,579,818 Harvard Shares.
In giving its advice, Investec is advising the Harvard Directors
in relation to the Offer and is not acting for any Harvard Director
in his personal capacity or for any Harvard Shareholder. Investec
will not be responsible to any such person for providing the
protections afforded to its customers or for advising any such
person in relation to the Offer. In particular, Investec will not
owe any duties or responsibilities to any particular Harvard
Shareholder concerning the Offer.
9. Background to and reasons for the recommendation
Over the last 5 years the Harvard Board has been seeking to
realise shareholder value, a process that has been hindered by
adverse trading conditions in the consumer electronics market in
the UK and the general financial conditions impacting the UK
economy. The Harvard Group disposed of the leisure division in
September 2007 for GBP51.5 million; the Roadstar European operation
in January 2008 for EUR1; and completed the sale of its 50%
interest in Grundig in March 2008 for EUR35 million (plus GBP2.4
million in deferred consideration). This was followed by disposals
of the Alba and Bush trademarks in December 2008 for GBP15.3
million and the medical division and the Harvard Group's property
portfolio in September 2009 for GBP10.0 million. The Company has,
as a result of this programme of disposals, been able to repay all
its borrowings and return cash to shareholders. In 2009, the
Company returned GBP15.4 million (30 pence per share) to
shareholders and in 2010 it paid a further GBP10.1 million (20
pence per share) by way of special dividend.
The Harvard Group is now a supplier of set top boxes in the UK
and Australia and holds distribution licences in respect of iLuv
products in the UK and Australia. In the year to 31 March 2011 the
Harvard Group had turnover of GBP61.2 million and operating profits
of GBP0.7 million. As at 30 September 2011 the Harvard Group had
shareholders funds of GBP20 million including net cash balances of
GBP13.3 million. The Offer from Geeya values the Company's existing
issued share capital at GBP23.07 million.
The Harvard Board considers the Offer presents an opportunity
for Harvard to become part of a larger Group with complementary
products. The Harvard Board notes Geeya's plans regarding employees
and is pleased that the intention is to continue to work closely
with existing management and staff. The Harvard Board considers
that the Offer from Geeya provides the final step in the process of
realising shareholder value and represents an opportunity for
Harvard Shareholders to realise the value of their investment at a
substantial premium to the share price prior to the commencement of
the Offer Period.
10. Harvard's Directors, management, employees and locations of
Harvard
Geeya and Bidco have informed the Harvard Directors that they
attach great importance to the skills and experience of the
existing management and employees of Harvard. Geeya and Bidco
intend to work closely with the existing executive management team
of Harvard and expect that existing members of senior management
and employees of Harvard will continue to be involved in the
ongoing business of Harvard. The Geeya Directors and the Bidco
Director have given assurances to the Harvard Board that, on the
Offer becoming or being declared wholly unconditional, the existing
employment rights, including pension rights, of all of Harvard's
employees will be observed. It is not intended that, except as set
out in this section of the Announcement, either Geeya or Bidco will
effect any changes to the existing terms and conditions of
employment of Harvard's employees, however, these arrangements will
be reviewed on an ongoing basis.
Geeya and Bidco intend to continue the Harvard business with
operations remaining at the Company's current principal locations
in the UK, Hong Kong, China and Australia and Geeya and Bidco do
not intend to redeploy any of the fixed assets of Harvard.
Harvard has an employee benefit trust, the Harvard International
ESOP Trust (the "EBT") for the benefit of Harvard Group employees.
As at the date of this Announcement the EBT holds cash of
approximately GBP191,817 and also holds 678,112 Harvard Shares.
The EBT has a loan outstanding due to the Company of
approximately GBP2.3 million (the "EBT Loan") which is reflected on
the Company's balance sheet as "investment in own shares" within
total equity.
The trustee of the EBT (the "Trustee") has informed the Company
in writing that it intends to accept the Offer in respect of its
Harvard Shares, which are worth GBP305,150 at the Offer Price.
The Trustee has confirmed in writing to the Company that in the
event of the Offer becoming unconditional in all respects it
intends to apply its cash reserves, including the sale proceeds of
its Harvard Shares, as follows:
-- first in settling all expenses of the Trustee incurred in
connection with the operation of the EBT
-- secondly, the net surplus will be applied in two ways:
o It will be used to pay bonuses to Harvard Group employees
which are likely, in aggregate to amount to approximately
GBP436,000. Two Directors will receive bonuses under these
arrangements, namely Mike Ashley (who will receive a bonus of
approximately GBP225,000) and Robert Thompson (who will receive a
bonus of approximately GBP59,000). The remaining funds (excluding
the loan repayment of GBP56,000 detailed below) will be distributed
to all other Harvard Group employees, worldwide, in the form of a
bonus.
o The Trustee will repay approximately GBP56,000 of the amount
outstanding to the Company under the terms of the EBT Loan (which
equates broadly to the national insurance cost to the Harvard Group
associated with these bonuses).
The final amounts payable by the EBT under these arrangements
may vary slightly, as the final figures will depend on the net cash
surplus left in the EBT following the Offer becoming
unconditional.
After the partial repayment of the EBT Loan, as described above,
the balance of the EBT Loan will be written off "investment in own
shares" and transferred to "retained earnings" within total equity
and therefore have no impact on the net assets of Harvard.
The Harvard Directors consider, having consulted with Investec,
that the terms of the payments from the EBT to Mike Ashley and
Robert Thompson are fair and reasonable insofar as the Company's
shareholders are concerned.
In addition to the above, following the Offer becoming or being
declared wholly unconditional, Mike Ashley's existing employment
terms will be amended to reflect Mike Ashley's increased
responsibilities following completion of the Offer. Mike Ashley's
new terms will be as follows:
Salary - will be increased from GBP250,000 to GBP284,000 per
annum;
Bonus - for the year ending 31 March 2012 the bonus potential is
75% of base salary. For the years ending 31 March 2013, and beyond,
the bonus potential is 100% of base salary. In each case the bonus
is subject to the achievement of pre-determined operating profit
targets and strategic milestones although for the year ending 31
March 2012 a bonus equal to 60% of base salary is guaranteed
following the Offer becoming or being declared wholly
unconditional;
Long Term Incentive Bonus- in addition to the annual bonus, Mike
Ashley may be eligible to receive a long term incentive bonus which
is in lieu of the Harvard International PLC 2010 Executive Share
Option Scheme (which will be terminated when the Offer becomes or
is declared wholly unconditional). The level of payment will be
calculated on a sliding scale dependent on the level of aggregate
operating profit of the Harvard Group over the three year period
ending 31 March 2015.
The Harvard Directors consider, having consulted with Investec,
that the terms of Mike Ashley's amended employment terms are fair
and reasonable insofar as the Company's shareholders are
concerned.
Upon the Offer becoming or being declared wholly unconditional,
the existing non-executive directors will step down from the
Harvard Board.
Upon the Offer becoming or being declared wholly unconditional,
Mr Zhou, Chairman of Geeya, and Mr Yayu Wang will be appointed to
the board of Harvard.
11. Share option schemes
The Offer extends to any Harvard Shares which are
unconditionally allotted or issued whilst the Offer remains open
for acceptance (or by such earlier time and/or date as Bidco may,
subject to the Code and/or with the consent of the Panel,
determine, but not being earlier than the date on which the Offer
becomes or is declared unconditional as to acceptances) as a result
of the exercise of options or other awards granted under the Share
Option Schemes and other option agreements.
Participants in the Share Option Schemes and other option
holders will be contacted separately regarding the effect of the
Offer on their options and Bidco and Harvard will make appropriate
proposals to the holders of in-the-money options.
12. Financing of the Offer
The cash consideration payable by Bidco under the terms of the
Offer will be funded through a combination of existing cash
resources and debt financing. The debt financing will be provided
by a bank facility of approximately GBP16.11 million.
At the date of this announcement the bank facility has not been
entered into. However, the Export-Import Bank of China and China
Merchants Bank have provided payment guarantees of GBP15.41 million
and GBP0.70 million respectively in respect of Bidco's obligations
to pay the cash consideration payable to Harvard Shareholders under
the terms of the Offer. Copies of these payment guarantees will be
available by no later than 12pm on 16 April 2012 on Bidco's website
www.geeya.co.uk.
Seymour Pierce, financial adviser to Bidco and Geeya, is
satisfied that sufficient financial resources are available to
Bidco to satisfy in full the cash consideration payable to Harvard
Shareholders under the terms of the Offer.
13. Break fee agreement
Geeya and Harvard entered into an agreement dated 10 October
2011 providing for the payment to Harvard of a break fee of
GBP500,000 if, inter alia, the Offer Document is not posted to
Harvard Shareholders by Bidco on or before 30 March 2012. The Board
of Harvard announced on 30 March 2012 that an extension of this
deadline was agreed until 5 April 2012, in order to allow the
funding of the consideration in relation to the Offer to reach the
United Kingdom and for a formal offer document to be posted. This
agreement was on 12 April 2012 further extended such that if the
formal offer document is not posted by Bidco on or before 27 April
2012 then the break fee will be immediately payable by Geeya.
A copy of this break fee agreement will be available by no later
than 12pm on 16 April 2012 on Bidco's website www.geeya.co.uk.
14. Opening Position Disclosure and disclosure of interests in
Harvard
Neither Geeya nor Bidco had an opening position in Harvard
Shares pursuant to Rule 8.1(a) of the Code and accordingly has
already disclosed the details required to be disclosed by Rule
8.1(a) of the Code.
Save as disclosed herein, neither Geeya nor Bidco, nor its
directors, nor to the best of Geeya's or Bidco's knowledge and
belief, any person acting in concert with Geeya or Bidco has any
interest in, or right to subscribe for, any relevant securities of
Harvard or has borrowed or lent any relevant securities of Harvard
(save for any borrowed shares which have been either on-lent or
sold), nor does any such person have any short positions (whether
conditional or absolute and whether in the money or otherwise),
including a short position under a derivative or any agreement to
sell or any delivery obligation or right to require another person
to purchase or take delivery. Save as set out in paragraph 3 above,
neither Geeya nor Bidco nor any of their associates has procured
any irrevocable commitment or letter of intent in respect of any
relevant securities of Harvard. There are no arrangements of the
kind referred to in Note 6(b) to Rule 8 of the Code which exist
between Geeya or Bidco or any associate of Geeya or Bidco and any
other person in relation to any relevant securities of Harvard.
For the purposes of this paragraph 14, the terms "acting in
concert", "associate", "interest" and "relevant securities" have
the same meanings as defined in the Code.
15. Compulsory acquisition, cancellation of AIM admission and
re-registration
If Bidco receives acceptances under the Offer in respect of,
and/or otherwise acquires, 90 per cent. or more in value of the
Harvard Shares to which the Offer relates (and not less than 90 per
cent. of the voting rights carried by Harvard Shares), Bidco
currently intends to exercise its rights pursuant to the provisions
of sections 979 to 982 (inclusive) of the Companies Act 2006 to
compulsorily acquire any remaining Harvard Shares to which the
Offer relates on the same terms as the Offer.
Furthermore, if the Offer becomes, or is declared, wholly
unconditional as to acceptances, and Bidco receives sufficient
acceptances from Harvard Shareholders, and/or otherwise acquires
sufficient Harvard Shares, to take its shareholding to 75 per cent.
or more of the Harvard Shares, Bidco intends to procure the making
of an application by Harvard to the London Stock Exchange for the
cancellation of the admission of the Harvard Shares to trading on
AIM. It is anticipated that, subject to any applicable requirements
of the London Stock Exchange, such cancellation will take effect no
earlier than 20 Business Days after the date on which Bidco
receives sufficient acceptances from Harvard Shareholders, and/or
otherwise acquires sufficient Harvard Shares, to take its
shareholding to over 75 per cent.
It is further proposed that following the Offer becoming, or
being declared, wholly unconditional as to acceptances and after
the Harvard Shares are no longer admitted to trading on AIM,
Harvard will be re-registered as a private limited company under
the relevant provisions of the Companies Act 2006.
Cancellation of the admission of Harvard Shares to trading on
AIM and re-registration as a private limited company will
significantly reduce the liquidity and marketability of any Harvard
Shares not assented to the Offer at that time and the value of any
such Harvard Shares may be affected as a consequence.
16. Anticipated timetable
Bidco will dispatch the Offer Document and Form of Acceptance to
Harvard Shareholders (other than to certain overseas Harvard
Shareholders) as soon as practicable and, in any event, within 28
days of the date of this announcement (unless agreed otherwise with
the Panel).
17. General
The Offer Document, containing the full terms of the Offer and
the procedures to be followed by Harvard Shareholders to accept the
Offer, will be posted to Harvard Shareholders, subject to certain
restrictions relating to persons resident in any Restricted
Jurisdiction, as soon as practicable and in any event within 28
days of the date of this announcement, unless otherwise agreed with
the Panel.
The conditions to and certain further terms of the Offer are set
out in Appendix I and will also be set out in full in the Offer
Document and, in the case of certificated Harvard Shares, in the
Form of Acceptance. Appendix II sets out the bases and sources of
certain financial information used in this announcement. Appendix
III sets out a summary of the terms of the irrevocable undertakings
Bidco and Geeya have received to accept, or procure the acceptance
of, the Offer from certain Harvard Shareholders. Appendix IV
contains the definitions of certain terms used in this
announcement.
The availability of the Offer to Harvard Shareholders not
resident in and citizens of the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are citizens
or in which they are resident. Such persons should inform
themselves about and observe any applicable legal or regulatory
requirements of any such relevant jurisdiction. In particular, the
Offer is not being made, directly or indirectly, in, into or from
or by the use of the mails of or any means or instrumentality
(including, without limitation, by means of facsimile transmission,
telex, telephone, internet or other forms of electronic
communication) of interstate or foreign commerce of, or by any
facility of a national, state or other securities exchange of, the
United States, or in, into or from Canada, Australia, South Africa
or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction, and the Offer
will not be capable of acceptance by any such use, means,
instrumentality or facility from or within the United States,
Canada, Australia, South Africa or Japan or any other jurisdiction
where to do so would constitute a breach of any relevant securities
laws of that jurisdiction. Accordingly, copies of this announcement
are not being, and must not be, mailed or otherwise distributed or
sent in or into or from the United States, Canada, Australia, South
Africa or Japan. Persons receiving this announcement (including
without limitation, custodians, nominees and trustees) must not
distribute or send it in, into or from the United States, Canada,
Australia, South Africa or Japan.
This announcement has been prepared for the purposes of
complying with English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside England. Any persons who are
subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
legal or regulatory requirements. Further information in relation
to Overseas Shareholders will be set out in the Offer Document.
The full text of the conditions to the Offer, which will be
subject to the Code, are set out in Appendix I of this
announcement, which forms part of, and should be read in
conjunction, with, this announcement.
Appendix II of this announcement provides details of the basis
of calculations and sources of certain information included in this
announcement.
Appendix III of this announcement provides details of the
irrevocable undertakings entered in respect of the Offer.
Appendix IV of this announcement contains definitions of certain
terms used in this announcement.
Enquiries:
Seymour Pierce Limited (Financial Adviser to Geeya and
Bidco)
Jonathan Wright Tel: +44 (0) 20 7107 8000
Tom Sheldon
North Square Blue Oak (Financial Adviser to Geeya and Bidco
in China)
Yayu Wang Tel: +86 105 218 5160
Harvard International plc
Bridget Blow, Chairman Tel: +44 (0) 20 8238 7650
Mike Ashley, Chief Executive
Officer
Investec (Financial adviser, nominated adviser and corporate
broker to Harvard)
James Grace Tel: +44 (0) 20 7597 4000
APPENDIX I
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER
The Offer will comply with the applicable rules and regulations
of the FSA, the London Stock Exchange, AIM and the Code, will be
governed by English law and will be subject to the jurisdiction of
the courts of England and Wales. In addition it will be subject to
the following terms and conditions and the further terms set out in
the Offer Document.
1. Conditions of the Offer
The Offer will be subject to the following conditions:
Minimum acceptance condition
(a) valid acceptances of the Offer being received (and not,
where permitted, withdrawn) by no later than 1.00 p.m. (London
time) on the first closing date as set out in the Offer Document
(or such later time(s) and/or date(s) as Bidco may, subject to the
rules of the Code, decide) in respect of not less than 90 per cent.
of the Harvard Shares to which the Offer relates (or such lesser
percentage as Bidco with the consent of Harvard may decide, such
consent not to be unreasonably withheld by Harvard once Bidco has
provided evidence satisfactory to Harvard that Bidco has facilities
to fund the Offer), provided that this condition will not be
satisfied unless Bidco or parties acting in concert with it shall
have acquired or agreed to acquire (whether pursuant to the Offer
or otherwise) Harvard Shares carrying in aggregate more than 50 per
cent. of the voting rights then normally exercisable at a general
meeting of Harvard. For the purposes of this condition 1:
(i) the expression "Harvard Shares to which the Offer relates"
shall be construed in accordance with sections 974 to 991
(inclusive) of the Companies Act 2006;
(ii) Harvard Shares which have been unconditionally allotted but
not issued shall be deemed to carry the voting rights which they
will carry on being entered into the register of members of
Harvard; and
(iii) valid acceptances shall be deemed to have been received in
respect of any Harvard Shares which are treated for the purposes of
section 979(8) and, if applicable, section 979(9) of the Companies
Act 2006 as having been acquired or contracted to be acquired by
Bidco by virtue of acceptances of the Offer;
General conditions
(b) no United Kingdom Third Party having intervened and there
not continuing to be outstanding any statute, regulation, decision
or order of any Third Party in each case which would or might
reasonably be expected to:
(i) make the Offer, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or
control of, Harvard by Bidco void, illegal and/or unenforceable
under the laws of the United Kingdom, or otherwise directly or
indirectly prevent, prohibit, or materially restrain, restrict,
delay to a material extent or otherwise materially interfere with
the implementation of, or impose material additional conditions or
obligations with respect to, or otherwise materially impede,
challenge or interfere with the Offer or such acquisition or
require material amendment of the terms of the Offer or the
acquisition of any Harvard Shares or the acquisition of control or
management of Harvard by Bidco;
(ii) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by Bidco
or by any member of the Wider Harvard Group of all or any material
part of their businesses, assets or property or impose any
limitation on the ability of any of them to conduct their
businesses (or any material part thereof) or to own any of their
respective assets or properties (or any material part thereof) (as
the case may be) which, in any case, is material in the context of
Bidco or the Wider Harvard Group, in either case, taken as a
whole;
(iii) impose any limitation on, or result in a material delay
in, the ability of any member of the Wider Bidco Group directly or
indirectly to acquire or hold or to exercise effectively, directly
or indirectly, all or any rights of ownership in respect of shares
or other securities in Harvard or on the ability of any member of
the Wider Harvard Group or any member of the Wider Bidco Group
directly or indirectly to hold or exercise effectively any rights
of ownership in respect of shares or other securities (or the
equivalent) in, or to exercise voting or management control over,
any member of the Wider Harvard Group, in each such case, to an
extent which is material in the context of the Offer;
(iv) except pursuant to Chapter 3 of Part 28 of the Companies
Act 2006, require Bidco or any member of the Wider Harvard Group to
subscribe for, acquire or offer to acquire any shares, other
securities (or the equivalent) or interest in any member of the
Wider Harvard Group or any asset owned by any third party (other
than in the implementation of the Offer) which, in any case, is
material in the context of the Offer;
(v) require, prevent or materially delay a divestiture by Bidco
of any shares or other securities (or the equivalent) in Harvard or
any member of the Wider Harvard Group which, in any case, is
material in the context of the Wider Bidco Group or the Wider
Harvard Group, as the case may be, taken as a whole;
(vi) result in any member of the Wider Harvard Group ceasing to
be able to carry on business under any name under which it
presently carries on business, the consequence of which would be
material in the context of the Wider Harvard Group taken as a
whole;
(vii) impose any material limitation on the ability of any
member of the Wider Bidco Group or any member of the Wider Harvard
Group to integrate or co--ordinate all or any material part of its
business with all or any material part of the business of any other
member of the Wider Bidco Group and/or the Wider Harvard Group;
or
(viii) otherwise materially and adversely affect any or all of
the business, assets, financial position or profits or long term
prospects (where such long term prospects could not reasonably have
been forseen on the date hereof) of any member of the Wider Harvard
Group or the Wider Bidco Group in each case in a manner which is
adverse to, and material in the context of, the Wider Harvard Group
or the Wider Bidco Group,
and all applicable waiting and other time periods during which
any United Kingdom Third Party could intervene under the laws of
the United Kingdom have expired, lapsed, or been terminated;
(c) to the extent they are within the control of Harvard or any
member of the Wider Harvard Group all notifications, filings or
applications which are necessary or appropriate in the United
Kingdom having been made and all necessary waiting periods and
other time periods (including any extensions thereof) under any
applicable legislation or regulation of the United Kingdom have
expired, lapsed or been terminated (as appropriate) and all
statutory and regulatory obligations to the extent they are within
the control of Harvard or any member of the Wider Harvard Group in
the United Kingdom have been complied with in each case in
connection with the Offer or the acquisition or proposed
acquisition of any shares or other securities in, or control of,
Harvard or any member of the Wider Harvard Group by any member of
the Wider Bidco Group or the carrying on by any member of the Wider
Harvard Group of its business in each case where the absence
thereof would have a material adverse effect on the Offer or, as
the case may be the Wider Harvard Group taken as a whole; and
(d) to the extent they are within the control of Harvard or any
member of the Wider Harvard Group all Authorisations necessary or
appropriate in the United Kingdom for or in respect of the Offer or
the acquisition or proposed acquisition of any shares or other
securities in, or control or management of, Harvard or any member
of the Wider Harvard Group by Bidco having been obtained in terms
and in a form reasonably satisfactory to Bidco from all appropriate
United Kingdom Third Parties or (without prejudice to the
generality of the foregoing) from any person or bodies with whom
any member of the Wider Harvard Group has entered into contractual
arrangements and all such Authorisations necessary or appropriate
to carry on the business of any member of the Wider Harvard Group
in any relevant jurisdiction have been obtained in each case where
the direct consequence of a failure to make such notification or
filing or to wait for the expiry, lapse or termination of any such
waiting period or to comply with such obligation or obtain such
Authorisation would be unlawful in any relevant jurisdiction or
have a material adverse effect on the Wider Harvard Group or the
ability of Bidco to implement the Offer and all such Authorisations
remaining in full force and effect and there being no notice or
intimation of an intention to revoke, suspend, restrict, modify (in
each case, to an extent which is material) or not to renew such
Authorisations;
(e) except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Harvard Group is a
party or by or to which any such member or any of its assets is or
may be bound, entitled or be subject or any event or circumstance
which, in each case as a consequence of the Offer or the
acquisition or the proposed acquisition by Bidco of any shares or
other securities in Harvard or because of a change in the control
or management of any member of the Wider Harvard Group or
otherwise, could or might reasonably be expected to result in, in
each case to an extent which is material in the context of the
Wider Harvard Group taken as a whole:
(i) any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent, of or any grant available to,
any member of the Wider Harvard Group being or becoming repayable,
or capable of being declared repayable, immediately or prior to its
or their stated maturity date or repayment date, or the ability of
any such member of the Wider Harvard Group to borrow monies or
incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;
(ii) the rights, liabilities, obligations, interests or business
of any member of the Wider Harvard Group under any such
arrangement, agreement, licence, permit, lease or instrument or the
interests or business of any member of the Wider Harvard Group in
or with any other firm or company or body or person (or any
agreement or arrangement relating to any such business or
interests) being terminated materially or adversely modified or
affected or any adverse action being taken or arising thereunder or
any onerous obligations or material liability arising
thereunder;
(iii) any member of the Wider Harvard Group ceasing to be able
to carry on business under any name under which it presently
carries on business;
(iv) any assets or interests of, or any asset the use of which
is enjoyed by, any member of the Wider Harvard Group being or
falling to be disposed of or charged or any right arising under
which any such asset or interest could be required to be disposed
of or charged or could cease to be available to any member of the
Wider Harvard Group otherwise than in the ordinary course of
business;
(v) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property or assets of any member of the Wider Harvard Group or any
such mortgage, charge or other security interest (wherever and
whenever created, arising or having arisen) become enforceable;
(vi) the financial or trading position of, any member of the
Wider Harvard Group being prejudiced or adversely affected in any
manner; or
(vii) the creation of or assumption any liability (actual or
contingent) by any member of the Wider Harvard Group other than in
the ordinary course of business,
and no event having occurred which, under any provision of any
such arrangement, agreement, lease, licence, permit, franchise or
other instrument to which any member of the Wider Harvard Group is
a party, or by or to which any such member or any of its assets may
be found entitled or subject, could reasonably be expected to
result in any of the events or circumstances which are referred to
in paragraphs (i) to (vii) of this condition (e) in any case to an
extent which is or would be material in the context of the Wider
Harvard Group as a whole;
(f) save as Disclosed no member of the Wider Harvard Group has,
since 31 March 2011, being the date to which the last published
audited report and accounts of Harvard were made up:
(i) issued or agreed to issue or authorised or proposed the
issue of additional shares of any class, or securities or
securities convertible into, or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of Harvard
Shares out of treasury or redeemed, purchased or reduced any part
of its share capital (save, where relevant, as between Harvard and
wholly--owned subsidiaries of Harvard and save for the issue or
transfer out of treasury of Harvard Shares on the exercise of
options granted before the date of this announcement in the
ordinary course and save for the issue of Harvard Shares pursuant
to the Harvard Share Schemes or pursuant to the Offer);
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus issue in respect of
shares, dividend or other distribution (whether payable in cash or
otherwise) other than to another member of the Wider Harvard
Group;
(iii) save for transactions between Harvard and another member
of the Wider Harvard Group, merged with (by statutory merger or
otherwise) or demerged from or acquired any body corporate,
partnership or business or acquired or disposed of, or, other than
in the ordinary course of business, transferred, mortgaged or
charged or created any security interest over, any assets or any
right, title or interest in any asset (including shares and trade
investments) or authorised, proposed or announced any intention to
do so which, in any case, is material in the context of the Wider
Harvard Group taken as a whole;
(iv) save as between Harvard and another member of the Wider
Harvard Group or between such members of the Wider Harvard Group,
made, authorised, proposed or announced an intention to make,
propose or authorise, any change in its loan capital which, in any
case, is material in the context of the Wider Harvard Group taken
as a whole;
(v) issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save as between Harvard and
another member of the Wider Harvard Group or between such members
of the Wider Harvard Group) incurred or increased any indebtedness
or liability (actual or contingent) or become subject to any
contingent liability, in each case other than in the ordinary
course of business, to an extent which is material in the context
of the Wider Harvard Group taken as a whole;
(vi) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any agreement, contract,
transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise) (otherwise than in the ordinary
course of business) which is of a long term, unusual or onerous
nature, or which involves or could involve an obligation of a
nature or magnitude which is, in any such case, material in the
context of the Wider Harvard Group or which is or is likely to be
restrictive on the business of any member of the Wider Harvard
Group to an extent which is material in the context of the Wider
Harvard Group taken as a whole;
(vii) entered into or varied or made an offer to vary the terms
of any service agreement, commitment or arrangement with any
director or senior executive of the Wider Harvard Group save for
salary increases or, bonuses not resulting in total annual
remuneration of any individual exceeding the immediately preceding
year's remuneration by more than three per cent or variations of
terms in the ordinary course of business which are not material in
the context of the Offer or the Wider Harvard Group taken as a
whole;
(viii) proposed, agreed to provide or modified in any material
respect the terms of any share option scheme, incentive scheme, or,
other than in the ordinary course of business any other benefit
relating to the employment or termination of employment of any
employee of the Wider Harvard Group which is, in any such case,
material in the context of the Wider Harvard Group taken as a
whole;
(ix) made or agreed or consented to any significant change to
the terms of the trust deeds constituting the pension schemes
established for its directors, employees or their dependants or the
benefits which accrue, or to the pensions which are payable,
thereunder, or to the basis on which qualification for, or accrual
or entitlement to, such benefits or pensions are calculated or
determined or to the basis on which the liabilities (including
pensions) of such pension schemes are funded or valued, or agreed
or consented to any change to the trustees or trustee
directors;
(x) entered into, implemented or effected, or authorised,
proposed or announced its intention to enter into, implement or
effect, any composition, assignment, merger, demerger,
reconstruction, amalgamation, commitment, scheme or other
transaction or arrangement in respect of itself or another member
of the Wider Harvard Group otherwise than in the ordinary course of
business or between members of the Wider Harvard Group;
(xi) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect of the matters mentioned in
sub--paragraph (i) above, made any other change to any part of its
share capital to an extent which is material in the context of the
Wider Harvard Group taken as a whole;
(xii) waived, or settled or compromised any claim to an extent
which is material in the context of the Wider Harvard Group taken
as a whole;
(xiii) save as envisaged in accordance with the terms of the
Offer, made any material alteration to its memorandum or articles
of association or other incorporation documents;
(xiv) (other than in respect of a member of the Wider Harvard
Group which is dormant and was solvent at the relevant time) taken
or proposed any steps or corporate action or had any step,
application, filing in court, notice or legal proceedings started,
served, instituted or threatened in writing against it or petition
presented or order made in relation to the suspension of payments,
a moratorium of any indebtedness, its winding--up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of
any administrator, receiver, manager, administrative receiver,
trustee or similar officer of all or a substantial part of any of
its assets or revenues or any analogous proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction
or had any such person appointed;
(xv) been unable, or admitted in writing that it is unable, to
pay its debts, or having stopped or suspended (or threatened to
stop or suspend) payment of its debts generally or ceased or
threatened to cease carrying on all or a substantial part of its
business;
(xvi) entered into any contract, commitment, agreement or
arrangement otherwise than in the ordinary course of business or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this condition (f); or
(xvii) other than in respect of matters or circumstances
referred to in the other conditions in this Appendix I (in which
case, such matters or circumstances will be subject to those
conditions alone), taken (or agreed or committed to take) any
action which requires, or would require, the consent of the Panel
or the approval of Harvard Shareholders in general meeting in
accordance with, or as contemplated by, Rule 21.1 of the Takeover
Code, which in any case is material in the context of the Wider
Harvard Group taken as a whole;
(g) since 31 March 2011, and except as Disclosed:
(i) there having been no adverse change in the business, assets,
financial or trading position or profits of any member of the Wider
Harvard Group to an extent which is material to the Wider Harvard
Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened, announced or
instituted by or against or remaining outstanding against any
member of the Wider Harvard Group or to which any member of the
Wider Harvard Group is or may become a party (whether as claimant
or defendant or otherwise) and no enquiry or investigation by, or
complaint or reference to, any United Kingdom Third Party against
or in respect of any member of the Wider Harvard Group having been
threatened, announced or implemented, instituted by or against, or
remaining outstanding in respect of, any member of the Wider
Harvard Group which, in any such case, might reasonably be expected
to adversely and materially affect the Wider Harvard Group taken as
a whole;
(iii) no contingent or other liability of any member of the
Wider Harvard Group having arisen or been incurred or has been
materially increased or become known to Bidco which might
reasonably be expected to adversely affect the business, assets,
financial or trading position or profits of any member of the Wider
Harvard Group to an extent which is material to the Wider Harvard
Group taken as a whole; and
(iv) no steps having been taken and no omissions having been
made which are likely to result in the withdrawal (without
replacement), cancellation, termination or modification of any
licence, permit or consent held by any member of the Wider Harvard
Group, which is necessary for the proper carrying on by such member
of its business and which is material in the context of the Wider
Harvard Group taken as a whole;
(h) since 31 March 2011, except as Disclosed, Bidco not having
discovered:
(i) that any financial, business or other information concerning
the Wider Harvard Group that has been publicly disclosed at any
time by or on behalf of any member of the Wider Harvard Group,
which is material in the context of the Offer for Harvard by Bidco,
is to a material extent misleading, contains a material
misrepresentation of fact or omits to state a fact necessary to
make any information contained therein not misleading to a material
extent;
(ii) that any member of the Wider Harvard Group is, otherwise
than in the ordinary course of business, subject to any liability,
contingent or otherwise, which is material in the context of the
Wider Harvard Group taken as a whole; or
(iii) any information which affects the import of any
information disclosed in writing to Bidco at any time by or on
behalf of any member of the Wider Harvard Group which is material
in the context of the Wider Harvard Group taken as a whole; and
(i) except as Disclosed, in relation to any release, emission,
accumulation, discharge, disposal or other fact or circumstance
which has impaired or is likely to impair the environment
(including property) or harmed or is likely to harm human health,
no past or present member of the Wider Harvard Group (i) having
committed any violation of any applicable laws, statutes,
regulations, notices or other requirements of any Third Party;
and/or (ii) having incurred any liability (whether actual or
contingent) to any Third Party; and/or (iii) being likely to incur
any liability (whether actual or contingent), or being required, to
make good, remediate, repair, re--instate or clean up the
environment (including any property) which in any case is material
in the context of the Wider Harvard Group taken as a whole.
For the purpose of these conditions:-
(a) "Authorisations" means authorisations, orders, grants,
recognitions, determinations, confirmations, consents, licences,
clearances, provisions, certificates, permissions and
approvals;
(b) "Disclosed" means information disclosed in any announcement
made to a Regulatory Information Service by or on behalf of Harvard
prior to this announcement or fairly to Bidco or its advisers by
Harvard prior to this announcement;
(c) "Third Party" means central bank, government or
governmental, quasi--governmental, supranational, statutory,
regulatory, environmental, administrative, fiscal or investigative
body, authority (including, without limitation, any anti-trust or
merger control authority), any court, trade agency, association,
institution, professional or environmental body, employee
representative body or any other body or person whatsoever in any
relevant jurisdiction;
(d) "Wider Harvard Group" means Harvard and associated
undertakings and any other body corporate, partnership, joint
venture or person in which Harvard and such undertakings
(aggregating their interests) have an interest of more than 20 per
cent. of the voting or equity capital or the equivalent;
(e) "Wider Bidco Group" means Geeya and associated undertakings
and any other body corporate, partnership, joint venture or person
in which Geeya and such undertakings (aggregating their interests)
have an interest of more than 20 per cent. of the voting or equity
capital or the equivalent; and
(f) a Third Party shall be regarded as having "intervened" if it
has taken, instituted, implemented or threatened (by notice in
writing) any action, proceeding, suit, investigation, enquiry or
reference or made, proposed or enacted any statute, regulation,
decision, notice or order or taken any measures or other steps or
required any action to be taken or information to be provided or
otherwise having done anything and "intervene" shall be construed
accordingly.
2. Further Terms of the Offer
(a) Subject to the requirements of the Panel in accordance with
the Takeover Code, Bidco reserves the right to waive, in whole or
in part, all or any of the above Conditions, except Condition
1(a).
(b) If Bidco is required by the Panel to make an offer for
Harvard Shares under the provisions of Rule 9 of the Takeover Code,
Bidco may make such alterations to any of the above Conditions as
are necessary to comply with the provisions of that Rule.
(c) The availability of the Offer to persons not resident in the
UK may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the UK should inform themselves
about and observe any applicable requirements.
(d) Under Rule 13.5 of the Takeover Code, Bidco may only invoke
a Condition so as to cause the Offer not to proceed, to lapse or to
be withdrawn where the circumstances which give rise to the right
to invoke the Condition are of material significance to Bidco or a
member of the Wider Bidco Group in the context of the Offer. The
Condition contained in paragraph 1(a) above is not subject to Rule
13.5 of the Takeover Code.
APPENDIX II
BASES AND SOURCES OF INFORMATION
In this announcement, unless otherwise stated or the context
otherwise requires, the following bases and sources have been
used:
1. General
Unless otherwise stated, the financial information on the
Harvard Group has been extracted or derived (without material
adjustment) from Harvard's audited consolidated statutory report
and financial statements for the year ended 31 March 2011.
All information relating to Geeya and Bidco has been provided by
persons duly authorised by the Geeya Directors and the Bidco
Director.
2. Existing issued share capital
References to the existing issued share capital of Harvard are
references to Harvard Shares in issue on 12 April 2012 (being the
latest practicable Business Day prior to the date of this
announcement), being 51,275,685 Harvard Shares.
3. Value of the Offer
The value attributed to the Offer for the existing issued
Harvard Shares is based upon the 51,275,685 Harvard Shares in issue
on 12 April 2012 (being the latest practicable Business Day prior
to the date of this announcement).
The value attributed to the fully diluted value of the Offer is
based upon there being "in the money" options to subscribe for a
further 45,000 Harvard Shares.
4. Share prices
The market prices of Harvard Shares on a particular date are
derived from the closing middle market quotation of a Harvard
Share, as derived from the AIM appendix to the Daily Official List
for the particular date concerned.
5. Time
All the times referred to in this announcement are London
times.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
The following holders or controllers of Harvard Shares have
given irrevocable undertakings to accept, or procure the acceptance
of, the Offer. Harvard Directors
The following directors of Harvard who are Harvard Shareholders
have given irrevocable undertakings to Geeya and Bidco to accept,
or procure the acceptance of, the Offer over the following holdings
in Harvard Shares:
Name Number of Harvard Approximate percentage
Shares of issued Harvard
Shares
Bridget Blow 10,000 0.02%
------------------ -----------------------
Mike Ashley 20,000 0.04%
------------------ -----------------------
Daniel Harris 5,549,818 10.82%
------------------ -----------------------
The undertakings given by the Harvard Directors cease to be
binding if (i) the Offer Document has not been posted within 28
days from the date of this announcement (or within such longer
period as Harvard and Bidco, with the consent of the Panel, agree
in writing); or (ii) the Offer does not prior to 31 July 2012
become wholly unconditional; or (iii) Bidco or Harvard announces
that Bidco does not intend to proceed with the Offer and no new,
revised or replacement Offer is announced by Bidco at the same
time.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement
unless otherwise stated or the context requires otherwise:
"AIM" the market known as AIM operated by
the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies, as published
by the London Stock Exchange (as amended
from time to time);
"Australia" the Commonwealth of Australia, its
states, territories and possessions;
"Bidco" Geeya Technology (HongKong) Limited,
a company incorporated in Hong Kong
with registered number 1665286, whose
registered office is at Room 19C, Lockhart
Centre, 301-307 Lockhart Road, Wan
Chai, Hong Kong;
"Bidco Director" the Director of Bidco, being Zhou Xu
Hui;
"Business Day" a day (other than a UK public holiday,
Saturday or Sunday) on which clearing
banks in the City of London are open
for the transaction of general commercial
business;
"Canada" Canada, its provinces and territories
and all areas subject to its jurisdiction
and any political sub-division thereof;
"certificated" or "in the description of a share or other
certificated form" security which is not in uncertificated
form (that is, not in CREST);
"China" The People's Republic of China;
"Closing Price" the closing middle market quotation
of a Harvard Share as derived from
the AIM appendix of the Daily Official
List;
"Code" The City Code on Takeovers and Mergers
issued by the Panel;
"Companies Act 2006" the Companies Act 2006 (as amended
from time to time);
"CREST" the computerised settlement system
(as defined in the CREST Regulations)
operated by Euroclear UK & Ireland
Limited which facilitates the transfer
of title to shares in uncertificated
form;
"CREST Regulations" the Uncertificated Securities Regulations
2001, including (i) any enactment or
subordinate legislation which amends
or supersedes those regulations and
(ii) any applicable rules made under
those regulations or any such enactment
or subordinate legislation for the
time being in force;
"Daily Official List" the Daily Official List published by
the London Stock Exchange;
"Dealing Disclosure" as defined in the Code;
"Financial Services Authority" the Financial Services Authority in
its capacity as the competent authority
for the purposes of Part IV of FSMA;
"Form of Acceptance" the form of acceptance and authority
relating to the Offer which, where
appropriate, will accompany the Offer
Document;
"FSMA" the Financial Services and Markets
Act 2000 (as amended from time to time);
"Geeya" Chengdu Geeya Technology Co., Ltd,
a company incorporated in China with
registered number 510100000085809,
whose registered office is at 50 Shuxi
Road, Chengdu City, Sichuan Province,
China 61009;
"Geeya Directors" the directors of Geeya, being Zhou
Xuhui, Wang Hailong, Li Daiwei, He
Xiaodong, Zhou Liangchao, Lei Weili
and Cai Chun;
"Harvard" or the "Company" Harvard International plc, a company
incorporated in England and Wales with
registered number 007561288, whose
registered office is at Harvard House,
The Waterfront, Elstree Road, Elstree,
Hertfordshire WD6 3BS;
"Harvard Directors" or the directors of Harvard, being Mike
"Harvard Board" Ashley, Robert Thompson, Bridget Blow,
Geoff Brady, Daniel Harris and Tony
Shearer;
"Harvard Group" Harvard and its subsidiaries and subsidiary
undertakings;
"Harvard Shareholders" the holders, from time to time, of
Harvard Shares;
"Harvard Shares" the existing unconditionally allotted
or issued and fully paid (or credited
as fully paid) ordinary shares of 10
pence each in the capital of Harvard
and any further such shares which are
unconditionally allotted or issued
and fully paid (or credited as fully
paid) on or prior to the date on which
the Offer closes or, subject to the
provisions of the Code or with the
consent of the Panel, by such earlier
date or dates as Bidco may determine;
"Investec" Investec Bank plc, which is authorised
and regulated in the UK by the Financial
Services Authority to carry on investment
business, as financial adviser to
Harvard;
"Japan" Japan, its cities, prefectures, territories
and possessions;
"London Stock Exchange" London Stock Exchange plc;
"Offer" the cash offer to be made by Bidco
to acquire all of the issued and to
be issued Harvard Shares on the terms
and subject to the conditions to be
set out in the Offer Document and,
where appropriate, the Form of Acceptance,
including, where the context requires,
any subsequent revision, variation,
extension or renewal of such offer;
"Offer Document" the formal document setting out the
full terms and conditions of the Offer
to be posted to Harvard Shareholders
(other than certain Overseas Shareholders);
"Offer Period" the period commencing on 28 September
2011 and ending on the date which is
the latest of (i) the first closing
date, (ii) the date on which the Offer
becomes, or is declared, unconditional
as to acceptances and (iii) the date
on which the Offer lapses or is withdrawn;
"Offer Price" 45 pence in cash per Harvard Share;
"Official List" the Official List of the UKLA;
"Opening Position Disclosure" as defined in the Code;
"Overseas Shareholders" Harvard Shareholders whose registered
addresses are outside the UK or who
are citizens or residents of countries
other than the UK;
"Panel" the Panel on Takeovers and Mergers;
"pence" or "p" UK pence sterling, the lawful currency
of the United Kingdom;
"Possible Cash Offer" the possible cash offer for Harvard
by Bidco as announced on 10 October
2011;
"pounds" or "GBP" UK pounds sterling, the lawful currency
of the United Kingdom;
"Regulatory Information any information service authorised
Service" from time to time by the Financial
Services Authority for the purpose
of disseminating regulatory announcements;
"Restricted Jurisdiction" any jurisdiction where local laws or
regulations may result in a significant
risk of civil, regulatory or criminal
exposure if information concerning
the Offer is sent or made available
to Harvard Shareholders in that jurisdiction;
"RMB" Renminbi, the lawful currency of China;
"Seymour Pierce" Seymour Pierce Limited, the financial
adviser to Geeya and Bidco;
"Share Option Schemes" the Harvard 1996 Share Option Scheme
and the 2010 Executive Share Option
Scheme;
"South Africa" South Africa, its possessions and territories
and all areas subject to its jurisdiction
or any political subdivision thereof;
"subsidiary" or "subsidiary shall be construed in accordance with
undertaking" the Companies Act 2006;
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland;
"UKLA" the United Kingdom Listing Authority,
being the Financial Services Authority,
acting in its capacity as the competent
authority for the purposes of Part
VI of FSMA;
"uncertificated" or "in recorded on the relevant register of
uncertificated form" the share or security concerned as
being held in uncertificated form in
CREST and title to which, by virtue
of the CREST Regulations, may be transferred
by means of CREST;
"United States" the United States of America, its territories
and possessions, all areas subject
to its jurisdiction or any subdivision
thereof, any state of the United States
and the District of Columbia; and
"Wider Harvard Group" Harvard and its subsidiaries, subsidiary
undertakings, associated undertakings
and any other undertakings in which
Harvard and/or such undertakings (aggregating
their interests) have a substantial
interest. For these purposes substantial
interest means a direct or indirect
interest in more than 20 per cent.
of the equity share capital (as defined
in the Companies Act 2006).
In this announcement, references to the singular include the
plural and vice versa, unless the context otherwise requires, and
words importing the masculine gender shall include the feminine or
neutral gender.
All references to legislation in this announcement are to
English legislation unless the contrary is stated. Any references
to any provision of any legislation shall include any amendment,
re-enactment or extension thereof.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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