Offer update (7930R)
09 Novembre 2011 - 2:08PM
UK Regulatory
TIDMHAR
RNS Number : 7930R
Harvard International PLC
09 November 2011
9 November 2011
This announcement is not an announcement of a firm intention to
make an offer under Rule 2.7 of the City Code on Takeovers and
Mergers (the "Code") and there can be no certainty that an offer
will be made, nor as to the terms on which any offer will be
made.
Harvard International plc
("Harvard" or the "Company")
Offer update
On 10 October 2011 the Board of Harvard announced that agreement
in principle had been reached between Harvard and Chengdu Geeya
Technology Co. Ltd. ("Geeya") on the terms of a possible offer for
the entire issued and to be issued share capital of Harvard by
Geeya Technology (HongKong) Limited, a wholly owned subsidiary of
Geeya.
As set out in the announcement of 10 October 2011 Geeya and
Harvard entered into an agreement providing for the payment to
Harvard of a break fee of GBP500,000 which was to be paid into an
escrow account by 9 November 2011. The break fee is payable to
Harvard if, inter alia, a formal offer document is not posted to
Harvard shareholders by Geeya on or before 30 March 2012 (the
"Agreement").
The break fee has now been paid to the escrow account in
accordance with the Agreement.
The possible offer remains subject to the pre-conditions and
timetable outlined in the announcement of 10 October 2011 and Geeya
continues to seek regulatory clearances in China. Such clearances,
as detailed in the announcement of 10 October 2011, can take 4
months, or longer, to obtain. However, Geeya has informed the
Company that progress is in line with the expected timetable for
this process.
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.
Enquiries:
Harvard International plc Tel: 020 8238 7650
Bridget Blow, Chairman
Mike Ashley, Chief Executive Officer
Investec Tel: 020 7597 4000
James Grace
Disclosure requirements of the Takeover Code (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.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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