Offer Document Posted (2694C)

TIDMHAR

RNS Number : 2694C

Geeya Technology (Hong Kong) Ltd

27 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

27 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")

Posting of Offer Document

On 13 April 2012, Bidco, Geeya and the Directors of 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.

Bidco announces that the offer document containing the full terms of, and conditions to, the Offer, (the "Offer Document"), together with the related Form of Acceptance (in respect of Harvard Shares held in certificated form), is being posted today to Harvard Shareholders.

It is also being posted, for information only, to persons with information rights and holders of options over Harvard Shares.

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 in relation to the Offer, 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.

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 and in any event so as to be received by the Receiving Agent, Capita Registrars at Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, so as to be received by Capita Registrars no later than 1.00 p.m. (London time) on 18 May 2012.

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 no later than 1.00p.m. (London time) on 18 May 2012.

Copies of the Offer Document and the Form of Acceptance are available for inspection during normal business hours on any weekday (public holidays excepted) at the offices of Brown Rudnick LLP, 8 Clifford Street, London W1S 2LQ, during usual business hours on any business day from today until the end of the Offer Period.

Terms used in this announcement shall have the same meaning in the Offer Document unless stated otherwise.

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement, the Offer Document and the Form of Acceptance 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 30 April 2012.

Enquiries:

 
 Seymour Pierce Limited (Financial Adviser to Geeya and 
  Bidco) 
 Jonathan Wright           Tel: [phone] 
 Tom Sheldon               Tel: [phone] 
 
  North Square Blue Oak (Financial Adviser to Geeya and Bidco 
  in China) 
 Yayu Wang                 Tel: [phone] 
 
 
 Harvard International plc 
 Bridget Blow, Chairman         Tel: [phone] 
 Mike Ashley, Chief Executive 
  Officer 
 
 
 Investec plc (Financial Adviser, nominated adviser and 
  corporate broker to Harvard) 
 James Grace         Tel: [phone] 
 
 

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 [phone] 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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