Samsonite Group S.A. — Capital/Financing Update 2013

Aug 9, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

ETERNITY INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

DISCLOSABLE TRANSACTION PROVISION OF FINANCIAL ASSISTANCE

PROVISION OF FINANCIAL ASSISTANCE

The Board announces that, on 9 August 2013 (after trading hours of the Stock Exchange), the Loan Agreement was entered into between Hong Kong Builders as lender and Customer E as borrower. Pursuant to the Loan Agreement, Hong Kong Builders has conditionally agreed to grant Customer E the revolving loan facilities of up to a principal amount of HK$125.00 million for a term of 24 months from the date of first drawdown made by Customer E.

The principal terms of the Loan Agreement are set out in the paragraph headed "The Loan Agreement" in this announcement.

LISTING RULES IMPLICATION

As three of the relevant applicable percentage ratios (as defined under the Listing Rules) in respect of the grant of revolving loan facilities under the Loan Agreement are more than 5% but less than 25%, the grant of revolving loan facilities under the Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is only subject to the reporting and announcement requirements of the Listing Rules.

PROVISION OF FINANCIAL ASSISTANCE

The Board announces that, on 9 August 2013 (after trading hours of the Stock Exchange), the Loan Agreement was entered into between Hong Kong Builders as lender and Customer E as borrower. Pursuant to the Loan Agreement, Hong Kong Builders has conditionally agreed to grant Customer E the revolving loan facilities of up to a principal amount of HK$125.00 million for a term of 24 months from the date of first drawdown made by Customer E.

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The Loan Agreement

The principal terms of the Loan Agreement are summarised as follows:

Date : 9 August 2013

Lender : Hong Kong Builders

Borrower : Customer E

Principal amount of the revolving loan facilities : Up to HK$125.00 million at any time during the availability period

Interest rate : 8% per annum

Default rate : 8% per annum on overdue sums, including outstanding principal amount of the revolving loan facilities and interest accrued thereon

Security : No security will be provided by Customer E.

Availability period : The period commencing from the date on which the Loan Agreement becoming unconditional and ending on the final repayment date.

If Customer E has not made the first drawdown for six (6) months (or such other number of months as Customer E and Hong Kong Builders may agree in writing) from the date of the availability period, the revolving loan facilities shall automatically be cancelled and no longer be available for drawing.

Final repayment date : The date falling 24 months after the date of first drawdown made by Customer E.

Repayment : Customer E shall repay (a) the interest accrued on the outstanding principal amount of the revolving loan facilities on a quarterly basis in arrears and (b) the outstanding principal amount of the revolving loan facilities in full together with any accrued and unpaid interest in one lump sum on the final repayment date.

Drawing and prepayment : Customer E may at any time prepay the whole or any part of the outstanding principal amount of the revolving loan facilities together with the accrued interest by giving not less than one business day’s prior written notice to Hong Kong Builders before prepayment.

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Any amounts repaid by Customer E shall be available for re-borrowing and drawing provided that the outstanding principal amount of the revolving loan facilities shall not exceed HK$125.00 million.

Conditions precedent

: The Loan Agreement is conditional upon the fulfillment of the following conditions:

(1) the publication of an announcement of the Company in relation to the Loan Agreement and the transactions contemplated thereunder in compliance with Chapter 14 of the Listing Rules;

(2) all representations and warranties made by Customer E in the Loan Agreement or in connection therewith being true and correct with the same effect as though made on and as of date of drawdown with reference to the facts and circumstances then subsisting; and

(3) no event of default having occurred and no potential event of default having occurred (or being likely to occur as a result of the loan being made).

Long stop date

: On the day falling five business days from the date of the Loan Agreement (or such other date as Hong Kong Builders and Customer E may agree in writing).

Funding of the revolving loan facilities

The revolving loan facilities will be financed by the net proceeds from the disposal of the Group’s investment properties located in Kwun Tong, Kowloon as completed on 4 July 2013.

Information on Customer E

Customer E is an individual who is a merchant. To the best of the knowledge, information and belief of the Directors having made all reasonable enquires, Customer E is a third party independent of the Company and its connected persons (as defined under the Listing Rules).

Information on the Group and Hong Kong Builders

The Company is an investment holding company and its subsidiaries are principally engaged in distribution of films, sub-licensing of film rights, sale of financial assets, provision of management services to the concierge department of a gaming promoter, property investment and money lending.

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Hong Kong Builders is a money lender licensed in Hong Kong under the provisions of the Money Lenders Ordinance. Hong Kong Builders conducts money lending business in Hong Kong through the provision of secured and unsecured loans to customers.

Reasons for and benefits of the Loan Agreement

As money lending is one of the principal activities of the Group, the grant of the revolving loan facilities to Customer E under the Loan Agreement is in the ordinary and usual course of business of the Group.

The terms of the Loan Agreement are negotiated on an arm's length basis between Hong Kong Builders and Customer E. The Directors are of the view that the terms of the Loan Agreement are on normal commercial terms. Given that a stable interest income would be generated from the revolving loan facilities under the Loan Agreement, the Directors consider that the grant of revolving loan facilities under the Loan Agreement are fair and reasonable and in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATION

As three of the relevant applicable percentage ratios (as defined under the Listing Rules) in respect of the grant of revolving loan facilities under the Loan Agreement are more than 5% but less than 25%, the grant of revolving loan facilities under the Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is only subject to the reporting and announcement requirements of the Listing Rules.

DEFINITIONS

In this announcement, the following words and expressions shall, unless the context otherwise requires, have the same meanings when used herein:

"Board" the board of Directors

"Company" Eternity Investment Limited, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange

"Customer E" a borrower, being an individual

"Director(s)" the director(s) of the Company

"Group" the Company and its subsidiaries

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“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Hong Kong Builders” Hong Kong Builders Finance Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly owned subsidiary of the Company

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“Loan Agreement” the loan agreement dated 9 August 2013 entered into between Hong Kong Builders as lender and Customer E as borrower in respect of the revolving loan facilities of up to a principal amount of HK$125.00 million

“Money Lenders Ordinance” the Money Lenders Ordinance (Chapter 163 of the laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“HK$” Hong Kong dollars, the lawful currency of the Hong Kong

“%” per cent.

By Order of the Board
Eternity Investment Limited
Lei Hong Wai
Chairman

Hong Kong, 9 August 2013

As at the date of this announcement, the Board comprises three executive Directors, namely, Mr. Lei Hong Wai, Mr. Cheung Kwok Wai, Elton and Mr. Chan Kin Wah, Billy; one non-executive Director, namely, Mr. Cheung Kwok Fan; and three independent non-executive Directors, namely, Mr. Wan Shing Chi, Mr. Ng Heung Yan and Mr. Wong Tak Chuen.