RNS Number : 9499E
Geeya Technology (Hong Kong) Ltd
08 June 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
8 June 2012
Recommended Cash Offer
Harvard International plc ("Harvard")
Geeya Technology (HongKong) Limited ("Bidco")
a wholly owned direct subsidiary of
Chengdu Geeya Technology Co., Ltd ("Geeya")
COMPULSORY ACQUISITION OF OUTSTANDING HARVARD SHARES
On 13 April 2012, the directors of Bidco, Geeya and 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. The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document issued to Harvard shareholders by Bidco on 27 April 2012 (the "Offer Document").
On 31 May 2012, the board of Bidco announced that the Offer had become unconditional in all respects.
As Bidco has acquired or unconditionally contracted to acquire, by virtue of acceptances of the Offer, 90 per cent. or more in value of the Harvard Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by the Harvard Shares to which the Offer relates, Bidco is therefore entitled to acquire compulsorily the remaining Harvard Shares which it does not already own or has unconditionally contracted to acquire, by virtue of acceptances of the Offer, and Bidco intends to exercise this power under the provisions of sections 974-991 of the Companies Act 2006.
Consequently, Bidco announces the despatch today of formal compulsory acquisition notices (the "Compulsory Acquisition Notices"), in the prescribed form under section 980(1) of the Companies Act 2006, to all Harvard Shareholders who have not to date accepted the Offer giving notice of its intention to exercise its right under section 979 of the Companies Act 2006 to acquire compulsorily any remaining Harvard Shares in respect of which the Offer has not been accepted on the same terms as the Offer.
Unless any of the Harvard Shareholders who have not to date accepted the Offer and who do not accept the Offer by midnight (London time) on 20 July 2012, apply to the court and the court orders otherwise, on the expiry of six weeks from the date of the Compulsory Acquisition Notices, being 20 July 2012, the Harvard Shares held by those Harvard Shareholders who have not accepted the Offer will be acquired compulsorily by Bidco on the same terms as the Offer. The consideration to which those Harvard Shareholders will be entitled will be held by Harvard as trustee on behalf of those Harvard Shareholders who have not accepted the Offer and they will be requested to claim their consideration by writing to Harvard at the end of the six week period.
Terms used in this announcement shall have the same meaning in the Offer Document unless stated otherwise.
Seymour Pierce Limited (Financial Adviser to Geeya and Bidco)
Tel: +44 (0) 20 7107 8000
Tel: +44 (0) 20 7107 8000
North Square Blue Oak (Financial Adviser to Geeya and Bidco in China)
Tel: +86 105 218 5160
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.
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.
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