ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") | ||||||||
COMPANY NAME: | ||||||||
Harvard International plc | ||||||||
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : | ||||||||
Harvard House The Waterfront Elstree Road Elstree, Hertfordshire, WD6 3BS | ||||||||
COUNTRY OF INCORPORATION: | ||||||||
England and Wales | ||||||||
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: | ||||||||
www.harvardplc.com Website will be made Rule 26 compliant in due course and prior to admission onto AIM. The Company has been briefed with Rule 26 requirements | ||||||||
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: | ||||||||
Harvard International plc ("Harvard" or the "Group") is listed on the Official List of the London Stock Exchange with a market capitalisation of c. £29 million. Harvard is a distributor of consumer electrical goods in the UK and Australia (under the Goodmans, Grundig and other brands). The Group's activities are focused on the UK and Australian consumer electronics markets, supported by ancillary operations in Hong Kong and China. The management's strategy will continue to be to identify and exploit local market opportunities. | ||||||||
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares): | ||||||||
51,256,685 Ordinary Shares of 10p each | ||||||||
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: | ||||||||
No new capital to be raised on Admission Anticipated market capitalisation on Admission c. £29 million. | ||||||||
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: | ||||||||
Total Shares not in public hands - 75.93% | ||||||||
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED: | ||||||||
NA | ||||||||
| ||||||||
Current Directors and Proposed Directors:
Bridget Blow (Chairman) Paul Selway-Swift (Senior Non-Executive Director) Anthony Shearer (Non-Executive Director) - Tony Daniel Harris (Non-Executive Director) Michael Ashley (Chief Executive Officer) - Mike | ||||||||
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): | ||||||||
Name Holdings (Percentage of Ordinary Shares)* GAM London Limited 15.97 Schroder plc 13.12 Daniel Harris 13.11 Legal & General Investment Management Ltd 11.96 Mrs. A J Kaye, sister of Daniel Harris 11.37 Mr. J E Harris, father of Daniel Harris 10.36 Gartmore Investment Limited 5.11 Pailex Securities International Inc 4.94 *Holdings as at 19 October 2009 | ||||||||
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: | ||||||||
| ||||||||
| ||||||||
interim accounts to half-year ended 30 September 2009 - 31 December 2009 annual accounts to financial year ended 31 March 2010 - 30 September 2010 interim accounts to half-year ended 30 September 2010 - 31 December 2010 | ||||||||
EXPECTED ADMISSION DATE: | ||||||||
29 October 2009 | ||||||||
NAME AND ADDRESS OF NOMINATED ADVISER: | ||||||||
Investec Investment Banking a division of Investec Bank plc 2 Gresham Street London EC2V 7QP | ||||||||
NAME AND ADDRESS OF BROKER: | ||||||||
Investec Investment Banking a division of Investec Bank plc 2 Gresham Street London EC2V 7QP | ||||||||
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: | ||||||||
NA | ||||||||
DATE OF NOTIFICATION: | ||||||||
23 October 2009 | ||||||||
NEW/ UPDATE: | ||||||||
UPDATE | ||||||||
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: | ||||||||
THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED: | ||||||||
The London Stock Exchange's market for shares admitted to the Official List of the UKLA | ||||||||
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED: | ||||||||
1 October 1987 | ||||||||
CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH: | ||||||||
The Company confirms that it has adhered to the legal and regulatory requirements involved in having securities listed on the UKLA Official List and admitted to trading on London Stock Exchange plc's market for listed securities | ||||||||
AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE: | ||||||||
www.harvardplc.com | ||||||||
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY: | ||||||||
The Group's activities are focused on the UK and Australian consumer electronics markets, supported by ancillary operations in Hong Kong and China. The management's strategy will continue to be to identify and exploit local market opportunities. | ||||||||
A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED: | ||||||||
There has been no significant change in the financial or trading position of the Group since 31 March 2009, being the date to which the last audited financial information has been published, other than the disposal of the Company's Medical Division and Property Assets as disclosed in the Circular to Shareholders dated 4 September 2009. The disposal of the Medical Division and Property Assets subsequently completed on 30 September 2009. The Circular in relation to the Medical Division Disposal and Property Assets can be found on the Company's website at: http://miranda.hemscott.com/ir/aba/pdf/Final_Circular07sept09.pdf In addition to the above, the Board of Harvard announces that it has reached an out of court settlement of the MPEG-2 Litigation. In March 2008, certain companies which license their MPEG-2 essential patents through MPEG LA, LLC ("the Claimants") instigated legal proceedings against the Company in relation to alleged patent infringement in respect of the prior importation of two models of MPEG-2 enabled DVD players. In July 2009, the Claimants amended their claim to include all relevant products sold by the Group. The potential liability of the Group in respect of the litigation was unquantifiable but the Board believed that the largest foreseeable award against the Group in the UK was approximately US$8 million (c.£5 million) as outlined in the Circular to Shareholders dated 4 September 2009. Taking into account the legal expenses of the litigation, the amount of management time that was being committed and the uncertainty of any particular outcome, the Board decided to seek a settlement. The following settlement has now been agreed. Harvard will make a payment of US$10 million by no later than 1 January 2010 in respect of all products sold prior to that date and has entered into a license agreement in respect of any sales of products requiring an MPEG-2 license from MPEG LA, LLC from 1 January 2010. The settlement will cover Harvard and its subsidiaries on a global basis and not just in the UK. As at 31 March 2009 the Group had made a provision of £3 million against the expected cost of the MPEG-2 litigation. The provision had been made as part of the discontinued business of the Bush and Alba brands, which were disposed of in January 2009. A further charge of £4.7 million is expected to be incurred during the year ended 31 March 2010 in respect of the MPEG-2 litigation which will be treated as part of the discontinued business of the Bush and Alba brands. As at 30 June 2009 the Group had net cash balances of £20.6 million and on 30 September the Group completed the sale of its surplus properties and its medical division for £10.0 million which was paid in cash at completion. The settlement of $10 million (c.£6.1 million) due by 1 January 2010 will be paid from the Group's existing cash resources. On 1 October 2009 the Company confirmed its intention to move the trading of its shares from the Official List to AIM. The settlement of the MPEG-2 Litigation will not impact on the move to AIM and the final day of dealings on the Official List is still expected to be 28 October 2009 and the first day of trading on AIM to be 29 October 2009. The announcement in relation to the Settlement can be found on the Company's website at: | ||||||||
A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION: | ||||||||
The board of directors of the Company have no reason to believe that the working capital available to it or its group will be insufficient for at least twelve months from the date of its admission to trading on AIM | ||||||||
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES: | ||||||||
None | ||||||||
A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES: | ||||||||
Shares that are held in uncertificated form will continue to be held and dealt through CREST. Share certificates representing those Shares held in certificated form will continue to be valid and no new share certificates will be issued. | ||||||||
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES: | ||||||||
www.harvardplc.com | ||||||||
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC: | ||||||||
The Company confirms that there is no information equivalent to that required for an Admission Document (as defined in the AIM Rules) which is not currently in the public domain. | ||||||||
A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19: | ||||||||
www.harvardplc.com | ||||||||
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: | ||||||||
None |
RNS news service provided by Hemscott Group Limited.