Harvard Share Discussion Threads

[topvest] 10/10/2011 21:50

Yes, just seen the news - very pleased; seems a good exit for all. I paid just below 30p for mine at the end of 2010 so a very comfortable return. This was a real traditional "value" investment at anywhere below 30p.

[topinfo] 10/10/2011 17:52

Topvest you said between 40 and 50p and you were bang right (exact).

[topinfo] 10/10/2011 17:43

Get in there.....45p in cash.

*DJ Harvard International PLC Statement re. Possible Offer

(END) Dow Jones Newswires

October 10, 2011 12:36 ET (16:36 GMT)

Copyright (c) 2011 Dow Jones & Company, Inc.

TIDMHAR

RNS Number : 9185P

Harvard International PLC

10 October 2011

For immediate release

10 October 2011

Statement re Possible Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

This is an announcement falling under Rule 2.4 of the City Code and does not constitute an announcement of a firm intention to make an offer or to pursue any other transaction under Rule 2.7 of the City Code. Accordingly, Harvard Shareholders are advised that there can be no certainty that a formal offer for Harvard will be forthcoming, even in the event that the pre-conditions set out in paragraph 3 below are satisfied or waived.

Possible 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

The directors of Bidco, Geeya and Harvard are pleased to announce that agreement in principle has been reached between Harvard, Geeya and Bidco on the terms of a Possible Offer for the entire issued and to be issued share capital of Harvard by Bidco, a wholly owned direct subsidiary of Geeya. Geeya reserves the right to implement any Offer through another of its wholly owned subsidiaries if it so chooses.

The pre-conditions set out in paragraph 3 will be required to be satisfied or waived prior to any Offer being made.

This Announcement is made under Rule 2.4 of the City Code and does not constitute an announcement of a firm intention to make an offer or to pursue any other transaction under Rule 2.7 of the City Code. Accordingly, Harvard Shareholders are advised that there can be no certainty that a formal offer for Harvard by Geeya or Bidco will be forthcoming, even in the event that the pre-conditions set out in paragraph 3 below are satisfied or waived.

2. The Possible Offer

If the Possible Offer proceeds, Harvard Shareholders would receive:

for each issued and to be issued Harvard Share 45 pence in cash

The Possible Offer would value the entire existing issued share capital of Harvard at approximately GBP23.1 million and would represent a premium of 100 per cent. to the Closing Price of Harvard Shares of 22.5 pence on AIM on 27 September 2011 (being the last Business Day immediately prior to the date on which Harvard announced that it had received an approach from Geeya that might lead to an offer for Harvard)

Any offer for Harvard would be subject to terms and conditions customary for a recommended offer subject to the City Code and would also be conditional upon the approval of Geeya shareholders.

The Harvard Directors, who have been so advised by Investec, have indicated they are supportive of unanimously recommending the Possible Offer. In providing advice to the Harvard Directors, Investec has taken into account the Harvard Directors' commercial assessment of the Possible Offer.

Commenting on the Possible Offer, Mr Zhou, Chairman of Geeya said:

"We are delighted to announce the possible acquisition of Harvard, which, if it proceeds, would 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 to finalise this possible acquisition."

Commenting on the Possible Offer, Ms Bridget Blow, Chairman of Harvard said:

"The approach from Geeya represents an attractive opportunity for shareholders to realise a substantial premium to the current share price and recognises the value of the company's brands (such as Goodmans) and its investment in STB technology."

3. Pre-conditions to the Offer Announcement

The issue of an Offer Announcement by Geeya or Bidco pursuant to Rule 2.7 of the City Code is subject to satisfaction or waiver of the following pre-conditions:

i. the unanimous recommendation of the Harvard Directors of the terms of any such Offer, having been advised by Investec that the terms of such an Offer are fair and reasonable;

ii. the receipt of all necessary approvals from regulatory authorities in China relating to the Offer, including the following:

o project approval for outbound investment from the Development and Reform Commission of Sichuan Province in China;

o approval for outbound investment from the Ministry of Commerce of China at provincial level;

o approval for the remittance of foreign exchange out of China from the State Administration of Foreign Exchange of China; and

o approval of the Possible Offer by the China Securities Regulatory Commission.

iii. the receipt by Geeya of irrevocable commitments from the Directors of Harvard in respect of their entire beneficial holdings of Harvard shares to accept the Offer; and

iv. the approvals of the Offer by the board of directors of Geeya and the Geeya shareholders at a general shareholders' meeting of Geeya.

Geeya reserves the right to waive any of these pre-conditions, but even if all of these pre-conditions are satisfied or waived, there can be no certainty that a firm offer will be forthcoming.

On 28 September 2011 Harvard announced that it had received an approach from Geeya that might lead to a possible offer for Harvard.

On 19 September 2011 changes to the City Code took effect relating to the requirement for a potential offeror to "put up or shut up" or obtain a deadline extension following a possible offer announcement. These changes require that by no later than 5.00 p.m. on the 28th day following a possible offer announcement (i.e. 26 October 2011) Geeya must, unless the Panel has consented to an extension of this 28 day deadline, announce either a firm intention to make an offer or that it does not intend to make an offer, in which case the announcement will be treated as an announcement to which Rule 2.8 of the City Code applies.

Geeya has informed Harvard that obtaining the regulatory consents referred to above may take 4 months from the date of this announcement, or potentially longer. In light of this, Harvard confirms that it currently intends to approach the Panel for an extension to this deadline in due course. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the City Code.

Where the Panel consents to an extension of the deadline, Harvard shall make an announcement setting out the new deadline and commenting on the status of negotiations between Harvard and Geeya as well as the anticipated timetable for satisfying or waiving the pre-conditions to Geeya Bidco announcing a firm intention to make an offer.

Every effort is being made by Harvard and Geeya to ensure that the period in which regulatory consents are obtained is as short as possible.

4. Information on Geeya and Bidco

Geeya

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. Geeya was founded in 1999and is based in Chengdu, China.

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).

Geeya's current intention is to finance any Offer through a combination of its existing cash resources and bank facilities.

Bidco

Bidco is a newly incorporated Hong Kong company formed for the purpose of potentially making the Offer and is wholly owned by Geeya.

5. Information on Harvard

Harvard is a public company admitted to trading on AIM (trading symbol: HAR). 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 personal consumer electrical products in Australia. Harvard has comprehensive product development, procurement and logistical operations based in the UK, Hong Kong and China.

6. Reasons for the Possible Offer

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 Possible Offer 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.

7. Current trading of Harvard

In its annual report for the year ended 31 March 2011, Harvard reported a profit before tax of GBP0.9 million on turnover of GBP61.2 million and had net assets of GBP19.6 million as at 31 March 2011.

8. Support for the Possible Offer by the Harvard Directors

The Harvard Directors, who have been so advised by Investec, have indicated they are supportive of unanimously recommending the Possible Offer. In providing advice to the Harvard Directors, Investec has taken into account the Harvard Directors' commercial assessment of the Possible Offer.

9. Background to and reason for the Harvard Directors' support for the Possible Offer

In May 2011, discussions commenced between Harvard and Geeya. A meeting between the Chief Executive Officer of Harvard and the Chairman of Geeya in July 2011 subsequently lead to proposals from Geeya for the Possible Offer.

(MORE TO FOLLOW) Dow Jones Newswires

October 10, 2011 12:36 ET (16:36 GMT)

Copyright (c) 2011 Dow Jones & Company, Inc.

If the Possible Offer proceeds to a formal Offer, it will provide an opportunity for Harvard Shareholders to realise their investment in Harvard at a significant premium to the current market price, payable in cash.

[paleje] 29/9/2011 10:16

How credible is Chengdu Geeya? They're China listed, STBs and related electricals, annual T/O smaller than us but profitable and growing, no debt, 20% of their products are exported (according to Alibaba) and they want to increase. We must look attractive with NAV ~38p per share mostly in cash. Can they raise the funds? Have to wait but it does highlight how undervalued HAR is in my opinion.



For the three months ended 31 March 2011, Chengdu Geeya Technology Co Ltd's revenues increased 40% to RMB59.3M. Net income for the same period rose 12% to RMB7.2M. Revenues reflect a growth in sales due to strong market demand and effective business strategy. Net income was partially offset by higher business taxes and surcharges, increased selling, general and administrative expense, as well as the presence of finance expense.

[electrick] 29/9/2011 07:50

PRESS ANNOUNCEMENT

FOR IMMEDIATE RELEASE

29 September 2011

Harvard International plc

("Harvard" or "the Company")

FURTHER ANNOUNCEMENT IN RELATION TO A POSSIBLE OFFER UNDER RULE 2.4 OF THE TAKEOVER CODE

Further to the earlier announcement of the possible offer from Chengdu Geeya Technology Co. Ltd., the announcement of which is being made without the Offeror's consent, the Board of Harvard announces, in accordance with Rule 2.6(a) of the Code, that Chengdu Geeya Technology Co. Ltd. must, by not later than 5.00pm on 26 October 2011, either announce a firm intention to make an offer for the company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

This offer will be a cash offer but there can be no certainty that an offer will be made for the Company nor as to the terms on which any offer may be made.

Shareholders of Harvard are urged to take no action at this time. A further announcement will be made in due course.

Rule 2.10 Requirement

In accordance with Rule 2.10 of the Code, Harvard confirms that, as of the date of the announcement, it has in issue 51,275,685 ordinary shares of 10 pence each (excluding ordinary shares held in treasury). The International Securities Identification Number ("ISIN") number of the ordinary shares is GB0000130756 (erroneously previously stated as GB000130756).

Enquiries:

Harvard International plc Tel: [phone]

Bridget Blow, Chairman

Mike Ashley, Chief Executive Officer

Investec Tel: [phone]

James Grace

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company 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) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 the offeree company 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, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company 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) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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 an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Investec, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Harvard and for no one else in connection with the possible offer and will not be responsible to anyone other than Harvard for providing the protections afforded to clients of Investec nor for providing advice in relation to the possible offer or any other matters referred to in this announcement.

A copy of this announcement will be available on the website of the Company at www.harvardplc.com.

This information is provided by RNS

The company news service from the London Stock Exchange

END

[topvest] 28/9/2011 20:21

Yes, great news here. Would have thought 40-50p realistic, but maybe more. This is a very attractive vehicle for an asian outfit looking to expand. Value will out!

[topinfo] 28/9/2011 17:21

HAR HAR HAR At last something to laugh about!

[electrick] 28/9/2011 15:54

well i had a tickle.....

[paleje] 28/9/2011 15:38

With cash in hand ~15m, I would have thought 50p possible?

[topinfo] 28/9/2011 15:18

DJ Harvard International PLC Announcement of Possible Offer

TIDMHAR

RNS Number : 1228P

Harvard International PLC

28 September 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

PRESS ANNOUNCEMENT

FOR IMMEDIATE RELEASE

28 September 2011

Harvard International plc

("Harvard" or "the Company")

ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE TAKEOVER CODE

The Board of Harvard notes the recent movement in the Company's share price and confirms that it has received an approach from a third party, namely Chengdu Geeya Technology Co. Ltd., which may or may not lead to an offer being made for the entire issued and to be issued share capital of the Company. The Board would like to emphasise that discussions are at an early stage and there can be no assurances that such an offer will be made.

Shareholders of Harvard are urged to take no action at this time. A further announcement will be made in due course.

The attention of shareholders is drawn to the disclosure requirements of Rule 8 of The City Code on Takeovers and Mergers (the 'Code'), which are summarised below.

Enquiries:

Harvard International plc Tel: [phone]

Bridget Blow, Chairman

Mike Ashley, Chief Executive Officer

Investec Tel: [phone]

James Grace

Rule 2.10 Requirement

In accordance with Rule 2.10 of the Code, Harvard confirms that, as of the date of the announcement, it has in issue 51,275,685 ordinary shares of 10 pence each (excluding ordinary shares held in treasury). The International Securities Identification Number ("ISIN") number of the ordinary shares is GB000130756.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company 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,

[paleje] 07/8/2011 10:51

Dipped along with everything else but with nil debt, loads of cash and making stuff at the economy end which people are likely to trade down to as things get tighter. A bit lower this week perhaps? Might add if they do.

[paleje] 05/7/2011 14:51

I think there have been some delays enviro, I was in ANT when they said similar. Not saying there hasn't been some slack management but overall I'd give them the benefit to try and pull things round. Bought a few today.

[paleje] 05/7/2011 10:51

Back into profit 0.9m PBT, upgrading their product lines, increasing in-house production, strengthening marketing and sales teams, 16m cash, no debt and the market cap is 13m.

Am I missing something? Admittedly iffy retail outlook, which they acknowledge, but they're not going to get caught out by it and it won't last forever.

[topvest] 13/12/2010 12:36

Added a few of these. Looks good value with a market cap about = to the cash the company has. Seems to have a good focused position on two growth segments - digital boxes and Ipod appliances. They have the pedigree and relationships to be successful again, so thought I would back this one.

[rainmaker] 19/8/2010 20:10

Released 12 August 2010

Harvard International plc ("Harvard" or the "Company")

Special Dividend

On 4 May 2010 the Company announced that it intended to return GBP10 million of surplus cash to shareholders.

Harvard now announces that it intends to return the surplus cash to shareholders via a 20 pence per share special dividend.

A resolution to approve the special dividend will be proposed at the Company's
AGM on 23 September 2010. Assuming that the resolution is passed it is intended that the special dividend will be paid on 15th October 2010 to shareholders on the register on 1st October 2010.

[peterbill] 16/6/2010 10:03

Directors Deals

25 & 26 March 2010

Harvard International was notified on 24 March 2010 that Mike Ashley, Chief Executive, and Colin Grimsdell, Group Finance Director, made the following share purchases on 24 March 2010.

Director holdings

Mike Ashley 20,000 @ 50p = 0.04%

Colin Grimsdell 30,000 @ 51p plus 50,000 @ 52p = 80,000 = 0.16%

Must have some confidence in the company.

[stemis] 31/7/2009 10:15

Disposal of Medical Service division and property:- NAV Profit
Medical services 0.7m - 0.9
Property 8.5m 0.8The sale should generate a small profit and have little impact on P&L. There should be some cost savings from loss of CEO and move to AIM.

[stemis] 31/7/2009 09:56

Number of shares = 51.23m

Current forecasts (Investec - 30.7.09) 2010 2011
PBT -0.47 1.72
EPS -0.74p 2.72pCash at 30 June 2009 was £20.6 million. The company is subject to litigation by MPEG LA consortium for patent infringement. Potential liability is unquantifiable but should be no more than $8 million and probably less (if any).

[spekky] 31/3/2006 08:58

as usual ADVFN is behind the times and you cant find FDG, COME ON CATCH UP.

[spekky] 30/3/2006 11:14

Well that was quick, see you on the new BB for FDG good luck all long termers.