Posting of Shareholder Circular


 

TIDMHAR 
 
RNS Number : 5814Y 
Harvard International PLC 
04 September 2009 
 

HARVARD INTERNATIONAL PLC 
 
 
(the "Company") 
4 September 2009 
 
 
 
 
POSTING OF SHAREHOLDER CIRCULAR 
 
 
PROPOSED CANCELLATION OF LISTING ON THE OFFICIAL LIST AND ADMISSION TO TRADING 
ON AIM 
 
 
UPDATE ON DISPOSAL OF THE MEDICAL DIVISION AND SURPLUS PROPERTY PORTFOLIO 
 
 
 
 
Further to the announcement on 29 July 2009 relating to the proposed disposal of 
the Medical Division and the surplus properties ("the Disposals") and moving the 
trading of its shares from the Official List to AIM ("Move to AIM") the Company 
has today posted the circular to its shareholders containing details of the 
Disposals and Move to AIM. The purchasers of the Medical Division and the 
surplus properties ("the Purchasers") are entities controlled by Daniel Harris 
(the chief executive of Harvard) and his family and in which Andrew Rose (the 
finance director of Harvard) will have a minority interest. 
 
 
The circular contains a notice convening a General Meeting of shareholders at 
the offices of the Company, Harvard House, The Waterfront, Elstree Road, 
Elstree, Hertfordshire WD6 3BS at 10.30 a.m. on 30 September 2009, at which 
approval for the Disposals and Move to AIM will be sought. 
 
 
The announcement on 29 July 2009 referred to a report (the "Valuation Report") 
by Cushman and Wakefield LLP, a leading commercial real estate broker and 
consultant, who had valued the surplus properties at GBP8.53m. One of the 
surplus properties at Barking (the "Barking Property") was valued by Cushman and 
Wakefield LLP at GBP450,000. Following the announcement on 29 July 2009 the 
Company was notified of an approach by a third party who was interested in 
acquiring the Barking Property at a price of GBP875,000. This new approach was 
given serious consideration by the Independent Directors however it was subject 
to a number of conditions, including the availability of finance. Given the 
current uncertainties in the property market and the nature of the Barking 
Property (which is leasehold and unoccupied), the Independent Directors decided 
that the certainty of the arrangements entered into on 28 July 2009 are, on 
balance, preferable to seeking an independent disposal of the surplus 
properties. 
 
 
The sale and purchase agreement relating to the Disposals which was signed on 28 
July 2009 (the "Sale and Purchase Agreement") contains "anti-embarrassment 
provisions" which provide that in the event of a sale of any of the surplus 
properties by the Purchasers within a period of 12 months following completion 
of the Disposals, 30 per cent. of any surplus (net of all taxes and costs of 
disposal incurred by the Purchasers) received by the Purchasers above the value 
set out in the Valuation Report for the relevant property will be paid to the 
Company. 
 
 
The Company has agreed with the Purchasers a deed of variation (dated 4 
September 2009) to the Sale and Purchase Agreement which provides that if within 
a period of 12 months following completion of the Disposals the Purchasers 
dispose of the Barking Property to the party (or its related interests) who put 
forward the approach at GBP875,000, the Company will receive an amount equal to 
100 per cent. of any surplus (net of all taxes and costs of disposal incurred by 
the Purchasers) received by the Purchasers above the value set out in the 
Valuation Report in relation to the sale of the Barking Property. 
 
 
Copies of the circular have been submitted to the UK Listing Authority and will 
shortly be available for inspection at the UK Listing Authority's Document 
Viewing Facility, which is situated, during normal business hours on any weekday 
(public holidays excepted), at: 
 
 
The Financial Services Authority 
25 The North Colonnade 
Canary Wharf 
London 
E14 5HS 
 
 
Subject to a special resolution being passed by the shareholders at the General 
Meeting as required by the Listing Rules, the Company intends to seek the 
cancellation of the listing of its Ordinary Shares on the Official List and to 
apply for its Ordinary Shares to be admitted to trading on AIM. The anticipated 
cancellation date of trading of the Company's Ordinary Shares on the Official 
List is on or around 8.00 a.m. on 29 October 2009, being not less than 20 
business days following the passing of the resolution as required by the Listing 
Rules. Admission of the Ordinary Shares to AIM and commencement of dealings in 
the Ordinary Shares on AIM is expected to occur simultaneously with such 
cancellation, on or around 8.00 a.m. on 29 October 2009. 
 
 
 
 
 
 
Enquiries: 
 
 
+-------------------------------------------------------+------------------------+ 
| Harvard International plc                             | Tel: 020 8238 7650     | 
+-------------------------------------------------------+------------------------+ 
| Bridget Blow, Chairman                                |                        | 
+-------------------------------------------------------+------------------------+ 
| Mike Ashley, Managing Director, Consumer Electronics  |                        | 
|                                                       |                        | 
+-------------------------------------------------------+------------------------+ 
|                                                       |                        | 
+-------------------------------------------------------+------------------------+ 
| College Hill                                          | Tel: 020 7457 2020     | 
+-------------------------------------------------------+------------------------+ 
| Gareth David                                          |                        | 
+-------------------------------------------------------+------------------------+ 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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