Harvard International PLC : Geeya Technology (Hong Kong) Ltd - Recommended Cash Offer for Harvard Intl PLC

Geeya Technology (Hong Kong) Ltd

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

13 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")

Summary and highlights

Further to the joint announcement of 10 October 2011 pursuant to Rule 2.4 of the Code (the "Rule 2.4 Announcement") of the Possible Cash Offer for Harvard by Bidco, the directors of Bidco, Geeya and Harvard are pleased to announce that all of the pre-conditions to the issue of an offer announcement pursuant to Rule 2.7 of the Code as set out in the Rule 2.4 Announcement have now been satisfied. Accordingly, the directors of Bidco, Geeya and Harvard have reached agreement on the terms of a recommended cash offer to be made by Bidco, a wholly-owned subsidiary of Geeya, for the entire issued and to be issued share capital of Harvard (the "Offer"). 

·       Under the terms of the Offer, Harvard Shareholders will receive 45 pence for each Harvard Share. On this basis, the terms of the Offer value the entire existing issued share capital of Harvard at approximately £23.07 million and on a fully diluted basis at approximately £23.09 million.

·       This represents a premium of:

o  100 per cent. to the Closing Price of 22.5 pence per Harvard Share on 27 September 2011, being the last Business Day prior to the commencement of the Offer Period; and

o  36.3 per cent. to the Closing Price of 33.0 pence per Harvard Share on 12 April 2012, being the last Business Day prior to the date of this announcement.

·       Bidco has received irrevocable undertakings to accept the Offer from certain Harvard Directors in respect of, in aggregate, 5,579,818 Harvard Shares, representing approximately 10.88%per cent. of the existing issued share capital of Harvard. Further details of these irrevocable undertakings are set out in paragraph 3 below.

·       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, 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.

·       The Offer Document, setting out full details of the Offer and the procedures to be followed by Harvard Shareholders to accept the Offer, together (where appropriate) with a Form of Acceptance, will be posted to Harvard Shareholders and (for information only) to holders of options over Harvard Shares, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, as soon as practicable and in any event within 28 days from the date of this announcement, unless otherwise agreed with the Panel.

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

"We are delighted to announce our formal Offer for Harvard. We believe this acquisition will 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 in what will be an exciting future for both companies."

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

"On behalf of the Board, I am pleased to have reached the position of being able to announce the formal offer from Geeya to the Harvard shareholders. The Offer represents a good opportunity for shareholders to realise their investment in the Company. I would like to take this opportunity to thank the Board and employees of the Company for all their support and wish them every success in the future."

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]

This summary should be read in conjunction with, and is subject to, the full text of this announcement (including the appendices).  In particular, the Offer will be subject to the conditions and certain further terms set out in Appendix I to this announcement and the further terms to be set out in the Offer Document. Appendix II contains the bases and sources of certain financial information used in this announcement. Certain definitions apply throughout this announcement.  Your attention is drawn to Appendix IV at the end of this announcement where these definitions are set out in full.

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.

The Offer will not be made, directly or indirectly, in, into, or from the United States, Canada, Australia, South Africa or Japan, or by the use of the mails of, or by any means of instrumentality (including, without limitation, by means of facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or by any facility of a national, state or other securities exchange of the United States, or in, into or from Canada, Australia, South Africa or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.This announcement does not constitute an offer in the United States, Canada, Australia, South Africa or Japan or any such other jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or within the United States, Canada, Australia, South Africa or Japan or any such other jurisdiction. Accordingly, this announcement is not being, and should not be, directly or indirectly mailed, transmitted or otherwise distributed or sent, in whole or in part, in or into or from the United States, Canada, Australia, South Africa or Japan or any such other jurisdiction.

This announcement is for information purposes only and is not intended to, and does not, constitute, or form any part of, an offer to sell or an invitation to subscribe for or purchase Harvard Shares or any other securities, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Offer is being made solely through the Offer Document, which will contain the full terms and conditions of the Offer (including details of how to accept the Offer). Any acceptance in relation to the Offer should be made only on the basis of the information contained in the Offer Document. Harvard Shareholders are advised to read the formal documentation in relation to the Offer carefully, once it has been despatched.

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.

The Harvard Directors accept responsibility for all the information contained in this announcement relating to themselves and members of their immediate families, related trusts and persons connected with them, and to Harvard.  To the best of the knowledge and belief of the Harvard Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Geeya Directors and Bidco Director accept responsibility for all of the information contained in this announcement other than the information for which the Harvard Directors accept responsibility as stated above. To the best of the knowledge and belief of the Geeya Directors and Bidco Director (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

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.

Opening Position Disclosure

Harvard has made an Opening Position Disclosure setting out the details required to be disclosed by it under Rule 8.2(a) of the Code.

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.

Publication on the Geeya website and the Harvard website

In accordance with Rule 26.1 of the Code, a copy of this Announcement along with the information incorporated by reference into it will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Geeya's website atwww.geeya.co.uk/and on Harvard's website atwww.harvardplc.comby no later than 12:00 noon on the business day following the date of this Announcement and during the course of the Offer.

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

13 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")

1.   Introduction

Further to the joint announcement of 10 October 2011 pursuant to Rule 2.4 of the Code (the "Rule 2.4 Announcement") of the Possible Cash Offer for Harvard by Bidco, the directors of Bidco, Geeya and Harvard are pleased to announce that all of the pre-conditions to the issue of an offer announcement pursuant to Rule 2.7 of the Code as set out in the Rule 2.4 Announcement have now been satisfied. Accordingly, the directors of Bidco, Geeya and Harvard have reached agreement on the terms of a recommended cash offer to be made by Bidco, a wholly-owned subsidiary of Geeya, for the entire issued and to be issued share capital of Harvard.

2.   The Offer

The Offer, which will be made on the terms and subject to the conditions set out or referred to in Appendix I to this announcement, and subject to the further terms to be set out in full in the Offer Document and, in the case of certificated Harvard Shares, in the Form of Acceptance, will be made on the following basis:

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

On the basis set out in Appendix II, the Offer values the entire existing issued share capital of Harvard at approximately £23.07 million and on a fully diluted basis at approximately £23.09 million.

The Offer represents a premium of approximately:

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