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Samsonite Group S.A. Capital/Financing Update 2024
50259_rns_2024-12-23_83ea8b53-598e-4dcc-89db-178b0991493b.pdf
Capital/Financing Update
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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.
This announcement appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
ETERNITY INVESTMENT LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 764)
ISSUE OF BOND WITH CONDITIONAL CONVERSION RIGHTS UNDER THE GENERAL MANDATE
THE SUBSCRIPTION AGREEMENT
On 23 December 2024 (after trading hours of the Exchange), the Company entered into the Subscription Agreement with the Subscriber, pursuant to which the Subscriber has conditionally agreed to subscribe, and the Company has conditionally agreed to issue the Bond in an aggregate principal amount of HK$4 million.
The Bond will initially be a straight bond, but subject to the satisfaction of the CB Conditions Precedent on or before the CB Long Stop Date to automatically become a convertible bond.
The Conversion Rights are subject to the CB Conditions Precedent. If any of the CB Conditions Precedent are not satisfied by the CB Long Stop Date, the Bond shall unconditionally become a straight bond and all terms and conditions under the instrument constituting the Bond relating to any Conversion Rights shall be deemed never have become operational.
If the CB Conditions Precedent are satisfied on or before the CB Long Stop Date, the Conversion Rights attached to the Bond shall become unconditional and irrevocable, and any failure by the Company to produce evidence to the Subscriber under the terms of the Subscription Agreement shall not affect the Conversion Rights.
As at the date of this announcement, the Company has an aggregate of 3,819,606,486 Shares in issue. Assuming (i) no other change in the existing shareholding of the Company; (ii) the CB Conditions Precedent having been satisfied on or before the CB Long Stop Date; and (iii) full conversion of the Bond, based on the Conversion Price of HK$0.0774 per Conversion Share, a
maximum of 51,679,586 Conversion Shares will be issued, representing (i) approximately 1.35% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 1.33% of the issued share capital of the Company as enlarged by the allotment and issue of the Conversion Shares.
No application will be made for the listing of the Bond on the Exchange or any other stock exchange. An application will be made by the Company to the Exchange for the listing of, and permission to deal in, the Conversion Shares on the Exchange.
USE OF PROCEEDS
The gross proceeds and estimated net proceeds from the issue of the Bond (after deducting all related expenses) will be amounted to HK$4 million and approximately HK$4 million respectively. The Company intends to apply the net proceeds from the issue of the Bond as general working capital.
WARNINGS
The Completion is subject to the fulfilment of all conditions set out in the paragraph headed "Conditions precedent" below and the issue of the Bond may or may not proceed. In addition, the Conversion Rights are subject to the satisfaction of the CB Conditions Precedent and the Bond may or may not become a convertible bond. Accordingly, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.
On 23 December 2024 (after trading hours of the Exchange), the Company entered into the Subscription Agreement with the Subscriber, pursuant to which the Subscriber has conditionally agreed to subscribe, and the Company has conditionally agreed to issue the Bond in an aggregate principal amount of HK$4 million. Details of the terms of the Subscription Agreement and the Bond are summarised below:
THE SUBSCRIPTION AGREEMENT
Date: 23 December 2024 (after trading hours of the Exchange)
Issuer: the Company
Subscriber: Cheng Ka Lok Leo
To the best of the Director's knowledge, information and belief, having made all reasonable enquiries, as at the date of this announcement, the Subscriber is third party independent of the Company and its connected persons.
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The Subscriber is an individual who is a merchant. As at the date of this announcement, the Subscriber is interested in 3,760,000 Shares.
Issue and subscription of the Bond
Subject to the fulfilment of the conditions precedent of the Subscription Agreement as set out below, the Company shall issue and the Subscriber shall subscribe for the Bond in an aggregate principal amount of HK$4 million and the said amount shall be satisfied in cash.
Conditions Precedent
The Completion shall be conditional upon:
(a) the publication of this announcement by the Company in relation to the Subscription Agreement and the issue and subscription of the Bond;
(b) the representations, warranties and undertakings of the Company contained in the Subscription Agreement remaining true, accurate and complete in all material respects and not misleading in any material respect; and
(c) all necessary consents and approvals required to be obtained on the part of the Company and the Subscriber (including approval by the Shareholders, if necessary) in respect of the Subscription Agreement and the transactions contemplated thereby having been obtained other than the CB Conditions Precedent.
If the above conditions precedent are not fulfilled on or before 31 December 2024 (or such other date as may be agreed by the Company and the Subscriber in writing), the Subscription Agreement (save and except the clauses regarding notice, costs and expenses, confidentiality and governing law) shall lapse and become null and void and the parties shall be released from all obligations thereunder (save and except the aforesaid clauses), save for any liability arising out of any antecedent breaches thereof.
Subject to the fulfilment of the above conditions precedent, the Completion shall take place on or before the second (2nd) Business Day following the date on which the conditions precedent are fulfilled (or such later date as the Company and the Subscriber may agree in writing).
PRINCIPAL TERMS OF THE BOND
The Bond will initially be a straight bond, but subject to the satisfaction of the CB Conditions Precedent on or before the CB Long Stop Date to automatically become a convertible bond. Details of the principal terms of the Bond are set out as follows:
Principal amount
HK$4 million
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Issue price
100% of the principal amount of the Bond
Interest
The Bond shall bear interest from and including the date of its issue at the following rate of interests on the outstanding principal amount thereof:
(a) 5% per annum if the CB Conditions Precedent are fulfilled; or
(b) 5% per annum if the CB Conditions Precedent are not fulfilled.
Maturity date
The date falling on the second (2nd) anniversary of the date of issue of the Bond
Conversion Rights
The Conversion Rights are subject to the following CB Conditions Precedent, which the Company has undertaken under the Subscription Agreement to use its best endeavour to fulfil:
(a) the Exchange granting or agreeing to grant and not having withdrawn or revoked the listing of, and permission to deal in, the Conversion Shares; and
(b) all other necessary consents and approvals required to be obtained on the part of the Company in respect of the Conversion Rights having been obtained.
If any of the above CB Conditions Precedent are not satisfied by the CB Long Stop Date, the Bond shall unconditionally become a straight bond and all terms and conditions under the instrument constituting the Bond relating to any Conversion Rights shall be deemed never have become operational.
If the above CB Conditions Precedent are satisfied on or before the CB Long Stop Date, the Conversion Rights attached to the Bond shall become unconditional and irrevocable, and any failure by the Company to produce evidence to the Subscriber under the terms of the Subscription Agreement shall not affect the Conversion Rights.
Conversion Price
HK$0.0774 per Conversion Share, which shall be subject to adjustment provided in the Bond. The Conversion Price presents:
(i) a premium of approximately 4.59% over the closing price per Share of HK$0.074 as quoted on the Exchange on the Last Trading Day; and
(ii) a premium of approximately 4.03% over the average closing price per Share of HK$0.0744 as quoted on the Exchange for the last five consecutive trading days up to and including the Last Trading Day.
The Conversion Price was determined after arm’s length negotiations between the Company and the Subscriber after considering the current market sentiment, the recent market prices and performance of the Shares, the historical financial performance and the business prospects of the Group.
Adjustments to the Conversion Price
The Conversion Price shall be, from time to time, subject to adjustment upon occurrence of any of the following events:
(i) consolidation or sub-division of Shares;
(ii) capitalisation of profits or reserves;
(iii) capital distribution;
(iv) offer of new Shares for subscription by way of a rights issue, an open offer or a grant of options or warrants to subscribe for new Shares, at a price which is less than 90% of the market price at the date of the announcement of the terms of such offer or grant per Share to Shareholders;
(v) issue wholly for cash being made by the Company of securities convertible into or exchangeable for or carrying rights of subscription for new Shares, if in any case the total effective consideration per new Share receivable is less than 90% of the market price at the date of the announcement of the terms of issue of such securities, or the conversion, exchange or subscription rights of any such issue are altered so that the said total effective consideration receivable per Share initially is less than 90% of such market price at the date of announcement of the terms of such issue;
(vi) issue of Shares being made wholly for cash at a price less than 90% of the market price per Share at the date of announcement of the terms of such issue; and
(vii) issue of Shares for the acquisition of asset at a total effective consideration per new Share receivable is less than 90% of the market price at the date of the announcement of the terms of such issue.
Any adjustment to the Conversion Price shall be made to the nearest one-hundredth of a cent so that any amount under half of one-hundredth of a cent shall be rounded down and any amount of half of one-hundredth of a cent or more shall be rounded up. No adjustment shall be made to the Conversion Price in any case in which the amount by which the same would be reduced would be less than one-hundredth of cent and any adjustment which would otherwise then be required shall not be carried forward.
The Company shall take all necessary action prior to carrying out any action that may render the Conversion Price being adjusted so that on conversion the Conversion Shares shall fall to be issued at a discount to their nominal value, failing which the Company shall compensate the Bondholder all losses as a result thereto including but not limited to such amount that the Bondholder would be entitled under the adjustment but was being prevented and all costs and expenses.
If any adjustment to be made will render the total number of the Conversion Shares exceeding the General Mandate, the Bondholder shall be entitled to convert up to the maximum number of the Conversion Shares and the remaining portion of the principal amount shall be redeemed on the Maturity Date on a dollar-to-dollar basis together with accrued interests.
Conversion Shares
Based on the Conversion Price of HK$0.0774, a maximum number of 51,679,586 Conversion Shares may fall to be allotted and issued upon exercise of the Conversion Rights in full, which represent:
(i) approximately 1.35% of the existing issued share capital of the Company as at the date of this announcement; and
(ii) approximately 1.33% of the issued share capital of the Company as enlarged by the allotment and issue of the Conversion Shares upon exercise of the Conversion Right in full (assuming that there is no other change in the existing shareholding of the Company).
The Conversion Shares shall be allotted and issued under the General Mandate. The Company has no intention to transfer treasury Shares (if any) upon exercise of the Conversion Rights.
Ranking of the Conversion Shares
The Conversion Shares, when allotted and issued, will rank pari passu in all respects with the Shares in issue.
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Conversion Period
Subject to the satisfaction of the CB Conditions Precedent on or before the CB Long Stop Date, the Bondholder shall be entitled to exercise the Conversion Rights during the Conversion Period, i.e. from the date commencing from the day following such satisfaction up to 4:00 p.m. (Hong Kong time) immediately prior to and exclusive of the Maturity Date.
Redemption
The Company may at any time before the Maturity Date by serving at least seven (7) days' prior written notice to the Bondholder with the total amount proposed to be redeemed from the Bondholder specified therein, redeem the Bond (in whole or in part) at par together with accrued interests provided always that no conversion notice has been served by the Bondholder on or prior to the date the redemption notice is served by the Company to the Bondholder(s). If a conversion notice is served on the same date as a redemption notice is served by the Company, the Bondholder's conversion notice will deem to take priority.
If an event of default has occurred, each Bondholder may require the Company to redeem all or a portion of its Bond, and the Company shall, in addition to and without prejudice to any of its other payment obligations under the instrument constituting the Bond, pay to such Bondholder an additional amount of interest as default interest which shall be payable monthly in cash, such that a total interest rate of 5% per annum shall accrue on the aggregate unpaid principal, interest and/or other amounts owed by the Company to such Bondholder from the relevant due date of such unpaid amount until the date on which has been fully paid by the Company to such Bondholder.
Transferability
Unless the Bondholder(s) transfers the Bond to its subsidiaries or a holding company of the Bondholder(s), the Bondholder(s) may only assign or transfer the Bond to the transferee (other than a connected person (as defined in the Listing Rules) of the Company who/which could not be a transferee) subject to the written consent of the Company. The Bond may be assigned or transferred in whole or in part (in whole multiples of HK$1 million) of its outstanding principal amount upon the payment in full and the Company shall facilitate any such assignment or transfer of the Bond, including making any necessary applications to the Exchange for the said approval (if required).
Status of the Bond
The Bond constitutes direct, unconditional, unsubordinated and unsecured obligations of the Company and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Company under the Bond shall, save for such exceptions as may be provided by applicable legislation, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations.
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Voting
The Bondholder(s) shall not be entitled to attend or vote at any meetings of the Company by reason only it being the Bondholder(s).
Listing
No application will be made for the listing of the Bond on the Exchange or any other stock exchange.
An application will be made by the Company to the Exchange for the listing of, and permission to deal in, the Conversion Shares on the Exchange.
GENERAL MANDATE
The Conversion Shares will be issued and allotted by the Company pursuant to the General Mandate granted to the Directors at the annual general meeting of the Company held on 18 June 2024 to allot, issue and otherwise deal with up to 763,921,297 Shares, representing 20% of the total number of Shares then in issue. As of the date of this announcement, no Shares have been issued under the General Mandate. Assuming full conversion of the Bond at the Conversion Price of HK$0.0774, the Bond will be convertible into 51,679,586 Shares. The General Mandate is sufficient for the issue and allotment of the Conversion Shares. Accordingly, the issue and allotment of the Conversion Shares is not subject to the approval of the Shareholders.
REASONS FOR THE ISSUE OF THE BOND AND USE OF PROCEEDS
The Company is an investment holding company and its subsidiaries are principally engaged in sale of financial assets, property investment, money lending, design and sale of jewelry products and operation of a golf course in the People's Republic of China.
The gross proceeds and estimated net proceeds from the issue of the Bond (after deducting all related expenses) will be amounted to HK$4 million and approximately HK$4 million respectively. The net price of each Conversion Share to be issued is approximately HK$0.0774.
The Company intends to apply the net proceeds from the issue of the Bond as general working capital.
The Directors consider that the terms of the Subscription Agreement, which were arrived at after arm's length negotiations between the Company and the Subscriber, are on normal commercial terms, fair and reasonable, and in the interests of the Company and the Shareholders as a whole.
EQUITY FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST 12 MONTHS
The Company had not carried out any equity fund raising activities in the past 12 months immediately preceding the date of this announcement.
EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY
Subject to the satisfaction of the CB Conditions Precedent on or before the CB Long Stop Date, the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately upon full conversion of the Bond at the Conversion Price pursuant to the Subscription Agreement (assuming that there is no other change in the existing shareholding of the Company) are set out as follows:
| As at the date of this announcement | Immediately upon full conversion of the Bond at the Conversion Price pursuant to the Subscription Agreement (assuming that there is no other change in the existing shareholding of the Company) | |||
|---|---|---|---|---|
| Number of Shares held | Approximate % of total Shares in issue | Number of Shares held | Approximate % of total Shares in issue | |
| Twin Success International Limited (Notes 1 and 4) | 583,832,803 | 15.29 | 583,832,803 | 15.08 |
| Public Shareholders | 3,232,013,683 | 84.61 | 3,232,013,683 | 83.49 |
| Subscriber | 3,760,000 | 0.10 | 55,439,586 | 1.43 |
| 3,819,606,486 | 100.00 | 3,871,286,072 | 100.00 |
Notes:
- Twin Success International Limited is owned as to 50% by Silver Pacific International Limited and as to 50% by Silver Pacific Development Limited.
- Silver Pacific International Limited is wholly-owned by Mr. Lei Hong Wai.
- Silver Pacific Development Limited is owned as to 50% by Mr. Cheung Kwok Wai Elton and as to 50% by Mr. Guan Jian.
- On 5 June 2018, Twin Success International Limited pledged its 583,832,803 Shares in favour of Kingston Finance Limited as security for a loan facility.
- Kingston Finance Limited is a wholly-owned subsidiary of Ample Cheer Limited, which is wholly owned by Ms. Chu Yuet Wah.
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WARNING
The Completion is subject to the fulfilment of all conditions precedent and the issue of the Bond may or may not proceed. In addition, the Conversion Rights are subject to the satisfaction of the CB Conditions Precedent and the Bond may or may not become a convertible bond. Accordingly, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.
DEFINITIONS
In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:
"Board"
the board of Directors
"Bond"
initially a straight bond, but subject to the satisfaction of the CB Conditions Precedent on or before the CB Long Stop Date to automatically become a convertible bond, in an aggregate principal amount of HK$4 million to be issued by the Company to the Subscriber pursuant to the Subscription Agreement
"Bondholder(s)"
holder(s) of the Bond and in whose name such Bond is for the time being registered in the register of bondholder(s) kept by the Company
"Business Day"
a day (other than a Saturday, Sunday or public holidays or days on which a typhoon signal 8 or above or black rainstorm signal is hoisted in Hong Kong at 10:00 a.m.) on which banks in Hong Kong are generally open for business
"CB Conditions Precedent"
the conditions precedent in relation to the Conversion Rights attached to the Bond
"CB Long Stop Date"
sixty (60) days following the date of the Subscription Agreement, or such other date to be agreed between the Company and the Subscriber in writing
"Company"
Eternity Investment Limited, an exempted company incorporated in Bermuda with limited liability and the issued shares of which are listed on the Main Board of the Exchange under stock code: 764
"Completion"
completion of the issue of the Bond by the Company to the Subscriber as contemplated under the Subscription Agreement
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“connected person(s)” has the same meaning ascribed thereto under the Listing Rules
“Conversion Period” subject to the satisfaction of the CB Conditions Precedent, the period commencing from the day following such satisfaction up to 4:00 p.m. (Hong Kong time) immediately prior to and exclusive of the Maturity Date
“Conversion Price” HK$0.0774, being the initial conversion price per Share at which the Bond may be converted into Conversion Shares, subject to the terms and conditions of the Bond, and subject to adjustments (if any)
“Conversion Rights” subject to the satisfaction of the CB Conditions Precedent, the conditional rights attached to the Bond to convert the principal amount (or any part(s) thereof) of the Bond into Conversion Shares at the Conversion Price during the Conversion Period, subject to the conditions of the Bond
“Conversion Share(s)” the Share(s) which may fall to be allotted and issued upon exercise of the Conversion Rights, subject to the terms and conditions of the Bond
“Director(s)” the director(s) of the Company
“Exchange” The Stock Exchange of Hong Kong Limited
“General Mandate” the general mandate granted to the Directors by a resolution of the Shareholders passed at the annual general meeting of the Company held on 18 June 2024
“Group” the Company and its subsidiaries
“Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China
“Last Trading Day” 23 December 2024, being the last full trading day of the Shares on the Exchange immediately prior to the publication of this announcement
“Listing Rules” the Rules Governing the Listing of Securities on the Exchange
“Maturity Date” the second (2nd) anniversary of the date of issue of the Bond
"Share(s)" the ordinary share(s) of HK$0.01 each in the share capital of the Company
"Shareholder(s)" the holder(s) of the issued Share(s)
"Subscriber" Mr. Cheng Ka Lok Leo
"Subscription Agreement" the conditional subscription agreement dated 23 December 2024 and entered into between the Company and the Subscriber in relation to the issue of the Bond by the Company to the Subscriber in an aggregate principal amount of HK$4 million
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"%" per cent.
By order of the Board
Eternity Investment Limited
Lei Hong Wai
Chairman
Hong Kong, 23 December 2024
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. Cheung Kwok Fan; and four independent non-executive Directors, namely, Mr. Wan Shing Chi, Mr. Ng Heung Yan, Ms. Leung Man Yee Fanny and Mr. Law Kwok Ho Kenward.
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