TIDMHAR
RNS Number : 5847E
Geeya Technology (Hong Kong) Ltd
31 May 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
31 May 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")
OFFER UNCONDITIONAL IN ALL RESPECTS
Introduction
On 13 April 2012, the directors of Bidco, Geeya and Harvard
announced that they had reached agreement on the terms of a
recommended cash offer for the entire issued and to be issued share
capital of Harvard, to be made by Bidco, a wholly-owned subsidiary
of Geeya. The full terms and conditions of the Offer and the
procedures for acceptance were set out in the offer document issued
to Harvard shareholders by Bidco on 27 April 2012 (the "Offer
Document").
The board of Bidco is pleased to announce that the Offer has
become unconditional as to acceptances. All of the other conditions
to the Offer have now been satisfied or waived and, accordingly,
the Offer is unconditional in all respects.
As Bidco is now interested in more than 75% of the issued share
capital of Harvard, Bidco intends to procure that Harvard applies
to AIM for the cancellation of trading in Harvard Shares on
AIM.
Following such cancellation, Bidco also intends to procure that
Harvard re-registers from a public limited company to a private
limited company under the relevant provisions of the Companies Act
2006.
The Offer will remain open for acceptances until further notice.
At least 14 days' notice will be given prior to the closing of the
Offer to those Harvard Shareholders who have not at the date of
that notice accepted the Offer.
Level of acceptances
As at 5.00 p.m. (London time) on 31 May 2012, Bidco had received
valid acceptances of the Offer in respect of 50,125,313 Harvard
Shares, representing approximately 97.75 per cent. of the existing
issued share capital of Harvard, which Bidco may count towards the
satisfaction of the minimum acceptance condition to the Offer.
So far as Bidco is aware, none of these acceptances have been
received from persons acting in concert with Bidco and 5,579,818 of
these acceptances have been received from persons who have given
irrevocable undertakings to accept the Offer.
As at 30 May 2012 (being the latest practicable date prior to
the publication of this announcement), neither Bidco, nor any
person acting in concert with Bidco, is interested in, has any
rights to subscribe for any relevant securities of Harvard nor does
any such person have any short position (whether conditional or
absolute and whether in the money or otherwise), including any
short position under a derivative or any arrangement in relation to
any relevant securities of Harvard. For these purposes,
"arrangement" includes any agreement to sell or any delivery
obligation or right to require another person to purchase or take
deliveryof any relevant securities of Harvard and any borrowing or
lending of any relevant securities of Harvard which have not been
on-lent or sold and any outstanding irrevocable commitment or
letter of intent with respect to any relevant securities of
Harvard.
Consideration
Settlement of the consideration due to Harvard Shareholders who
have provided valid and complete acceptances under the Offer by
5:00 p.m. on 31 May 2012 will be despatched (or in respect of
Harvard Shares held in uncertificated form, credited through CREST)
not later than 14 days from the date of this announcement. The
consideration due to Harvard Shareholders who provide valid and
complete acceptances under the Offer after the date of this
announcement will be despatched (or in respect of Harvard Shares
held in uncertificated form, credited through CREST) within 14 days
of the date on which such acceptances are received or, in the case
of electronic acceptances, made.
Changes to the Harvard Board
As previously announced on 13 April 2012, and in accordance with
their resignation letters signed on the same date, the
non-executive directors of Harvard, being Bridget Blow (Chairman),
Geoff Brady, Anthony Shearer and Daniel Harris, will today step
down from the Harvard Board following the Offer becoming
unconditional in all respects. Following their stepping down, the
non-executive directors will each receive one month's salary in
accordance with paragraph 5 of Part I of the Offer Document.
Mr Zhou, Chairman of Geeya, and Mr Yayu Wang will be appointed
in due course as non-executive directors on the Harvard Board.
Bank Facility
Geeya and Bidco announce that they have secured the bank
facility with the Export-Import Bank of China referred to in the
Offer Document dated 27 April 2012.
A copy of the facility is available free of charge on Bidco's
website www.geeya.co.uk. It is also currently being translated into
English and, once complete, the translated version will also be
made available on Bidco's website.
Compulsory acquisition, cancellation of trading on AIM and
re-registration as a private company
As set out in the Offer Document, given that Bidco has received
sufficient acceptances, being acceptances in respect of 75 per
cent. or more of the voting rights of Harvard, Bidco intends to
procure that Harvard applies to AIM for the cancellation of trading
in Harvard Shares on AIM on 20 business days' notice. Subject to
the cancellation of admission to trading of Harvard, Bidco also
intends to procure that Harvard re-registers from a public limited
company to a private limited company under the relevant provisions
of the Companies Act 2006.
Cancellation of the admission of Harvard Shares to trading on
AIM would significantly reduce the liquidity and marketability of
any Harvard Shares in respect of which acceptances of the Offer are
not submitted.
As set out in the Offer Document, since Bidco has received
acceptances under the Offer in respect of more than 90 per cent. of
the Harvard Shares to which the Offer relates, Bidco intends to
exercise its rights pursuant to the relevant provisions of the
Companies Act 2006 to acquire compulsorily the remaining Harvard
Shares in respect of which the Offer has not been accepted on the
same terms as the Offer.
Procedure for acceptance of the Offer
Holders of Harvard Shares in registered form should complete the
Form of Acceptance in accordance with the instructions printed
thereon. The completed Form of Acceptance, together with relevant
share certificate(s) and/or other document(s) of title, should be
returned as soon as possible to the Receiving Agent, Capita
Registrars at Capita Registrars, Corporate Actions, The Registry,
34 Beckenham Road, Beckenham, Kent BR3 4TU.
Holders of Harvard Shares in uncertificated form, that is, in
CREST, should ensure that an Electronic Acceptance is made by them
or on their behalf and that settlement is made as soon as
possible.
Terms used in this announcement shall have the same meaning in
the Offer Document unless stated otherwise.
In accordance with Rule 30.4 of the Takeover Code, a copy of
this announcement will be available on Harvard's website at
www.harvardplc.com and on Bidco's website at www.geeya.co.uk by no
later than 12 noon on 1 June 2012.
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 Bank plc (Financial Adviser, nominated adviser
and corporate broker to Harvard)
James Grace Tel: +44 (0) 20 7597 4000
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.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities pursuant to this announcement
or otherwise. The Offer will be made solely by the Offer Document
and the Form of Acceptance accompanying the Offer Document, when
issued, which will contain the full terms and conditions of the
Offer, including details of how the Offer may be accepted.
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.
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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
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