Extension Announcement (4057A)
30 Mars 2012 - 8:00AM
UK Regulatory
TIDMHAR
RNS Number : 4057A
Harvard International PLC
30 March 2012
30 March 2012
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")
Extension to deadline in accordance with Rule 2.6(c)
On 14 March 2012, the Company announced that it, in accordance
with Rule 2.6(c) of the Code, had been granted an extension by the
Panel for Chengdu Geeya Technology Co. Ltd. ("Geeya") to, by not
later than 5.00 p.m. on 30 March 2012, 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.
The Company has today, with the consent of the Panel, agreed to
an extension of this deadline under Rule 2.6(c) of the Code until
5.00 p.m. on 5 April 2012. This deadline will only be extended with
the consent of the Panel in accordance with Rule 2.6(c) of the
Code. The extension was requested by the Board of Harvard as Geeya
requires a few additional days in order to allow the funding of the
consideration in relation to the Offer to reach the United Kingdom.
The final approval which was being sought from the principal
regulatory body, the Chinese Securities Regulatory Commission, has
now been obtained. All four regulatory authority approvals in China
have therefore now been obtained. Geeya anticipates that the 2.7
Announcement in relation to the Offer will be released on or before
5 April 2012.
As detailed in the announcement by the Company dated 10 October
2011, Geeya and Harvard have entered into an agreement providing
for the payment to Harvard of a break fee of GBP500,000 if, inter
alia, a formal offer document was not posted to Harvard
shareholders by Geeya on or before 30 March 2012. The Board of
Harvard has decided to extend this deadline until 5 April 2012 in
order to allow the funding of the consideration in relation to the
Offer to reach the United Kingdom and for a formal offer document
to be posted. If a formal offer document is not posted by Geeya on
or before 5 April 2012 then the break fee will be immediately
payable by Geeya.
The possible offer remains subject to the pre-conditions in the
announcement by the Company dated 10 October 2011.
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.
Online availability of this announcement
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be available on Harvard's website
(www.harvardplc.com).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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