TIDMHAR

RNS Number : 8640C

Geeya Technology (Hong Kong) Ltd

08 May 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 May 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")

Publication of Geeya's 2011 Annual Report

Bidco announces that, in accordance with Rule 24.15 of the Takeover Code, the audited consolidated financial statements of Geeya for the year ended 31 December 2011 have been translated into English and are now available on Bidco's website at www.geeya.co.uk.

Enquiries:

 
 Seymour Pierce Limited (Financial Adviser to Geeya and 
  Bidco) 
 Jonathan Wright           Tel: +44 (0) 20 7107 8000 
 Tom Sheldon               Tel: +44 (0) 20 7107 8000 
 
  North Square Blue Oak (Financial Adviser to Geeya and Bidco 
  in China) 
 Yayu Wang                 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.

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 +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.

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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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