Samsonite Group S.A. — Capital/Financing Update 2024

Dec 10, 2024

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.

SAMSONITE INTERNATIONAL S.A.

新秀麗國際有限公司

13-15 Avenue de la Liberté, L-1931 Luxembourg

R.C.S. LUXEMBOURG: B 159.469

(Incorporated in Luxembourg with limited liability)

(Stock code: 1910)

VOLUNTARY ANNOUNCEMENT RELATING TO INCREASE OF ANNUAL CAP FOR EXEMPT CONTINUING CONNECTED TRANSACTIONS WITH THE TAINWALA GROUP

As the Group expects to increase its purchases of finished products from the Tainwala Group in 2024, the Board has approved the increase in the annual cap relating to the aggregate amounts payable by the Group to the Tainwala Group for the year ending December 31, 2024, from US$16.50 million to US$18.50 million. The annual cap relating to the aggregate amounts payable to the Group by the Tainwala Group remains unchanged.

As the highest of the applicable percentage ratios (other than the profits ratio) under the Listing Rules in respect of the annual caps for the transactions between the Group and the Tainwala Group for the year ending December 31, 2024 (as revised) will, on an annual basis, be less than 1%, such transactions will constitute continuing connected transactions that are fully exempt from the shareholders' approval, annual review and all disclosure requirements under Rule 14A.76(1)(b) of the Listing Rules.

1. Introduction

The board of directors (the "Board") of Samsonite International S.A. (the "Company") and together with its subsidiaries, the "Group") refers to the Company's voluntary announcement on February 22, 2024, regarding the exempt continuing connected transactions between the Group and the Tainwala Group and the annual caps relating to such transactions for the year ending December 31, 2024 (the "Announcement"). Unless the context other requires, terms defined in the Announcement have the same meanings in this announcement.

2. Increase in the Annual Cap for the Aggregate Amounts Payable by the Group to the Tainwala Group for the Year Ending December 31, 2024

Background

As stated in the Announcement, from time to time, members of the Group have entered into transactions with the Tainwala Group. These transactions are entered into in the ordinary and usual course of the Company's business. Mr. Ramesh Tainwala and the Tainwala Group are substantial shareholders in Samsonite India, and Mr. Tainwala is a director of Samsonite India (as a nominee of the Tainwala Group).

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Samsonite India has entered into the various agreements with the Tainwala Group which relate to the Group’s operations in the ordinary and usual course of its business (comprising the Abhishri Manufacturing Agreement, the Abhishri Framework Agreement, the Tainwala Leases and the Memoranda of Understanding, details of which are set out in the Announcement) and these agreements were renewed for a further term of one year with effect from January 1, 2024.

Existing Annual Caps

As stated in the Announcement, the existing annual cap for the transactions with the Tainwala Group for the year ending December 31, 2024, in respect of (i) amounts payable by the Group to the Tainwala Group is US$16.50 million and (ii) amounts payable to the Group by the Tainwala Group is US$0.80 million.

Revised Annual Cap

The Group expects to increase its purchases of finished products from the Tainwala Group in 2024. In view of this, the Group estimates that the aggregate amounts payable by the Group to the Tainwala Group for such purchases may exceed the annual cap of US$16.50 million for the year ending December 31, 2024. Accordingly, the Board has approved the increase of such annual cap to US$18.50 million (the “Revised Annual Cap”).

The Revised Annual Cap has been determined primarily on the basis of and after taking into account (i) the actual purchases of raw materials and finished products between Samsonite India and the Tainwala Group under the Abhishri Manufacturing Agreement and the Memoranda of Understanding and the estimated purchases for the remainder of the year ending December 31, 2024 in line with Samsonite India’s current business plan; (ii) negotiated rental and associated costs payable by Samsonite India under the Tainwala Leases in line with local market rates; (iii) the actual purchases of finished products, components and manufacturing services by the Group from Abhishri under the Abhishri Framework Agreement and the estimated purchases for the remainder of the year ending December 31, 2024 in line with the Group’s current business plan; and (iv) expected market conditions and exchange rate fluctuations.

The annual cap relating to the aggregate amounts payable to the Group by the Tainwala Group for the year ending December 31, 2024, remains unchanged.

As of the date of this announcement, the aggregate amounts paid by and to the Group to the Tainwala Group have not exceeded the existing annual caps for the year ending December 31, 2024, as referred to above.

3. Listing Rules Implications

Mr. Ramesh Tainwala (i) is a director of each of Samsonite India and Samsonite Middle East (as nominee of the Tainwala Group) and (ii) is entitled to control the exercise of 10% or more of the voting power in each of Samsonite India and Samsonite Middle East (which are each held as to 40% by Mr. Ramesh Tainwala and the Tainwala Group) and he is therefore a connected person of the Company at the subsidiary level. Accordingly, the transactions between the Group and members of the Tainwala Group constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Furthermore, as transactions between the Group and the Tainwala Group are related to the same connected persons of the Company, pursuant to Rule 14A.83, these transactions are aggregated to determine into which category the aggregated transaction falls.

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As the highest of the applicable percentage ratios (other than the profits ratio) under the Listing Rules in respect of the annual caps for the transactions between the Group and the Tainwala Group for the year ending December 31, 2024 (as revised) will, on an annual basis, be less than 1%, such transactions will constitute continuing connected transactions that are fully exempt from the shareholders’ approval, annual review and all disclosure requirements under Rule 14A.76(1)(b) of the Listing Rules.

4. Directors’ Confirmations

The Directors (including the independent non-executive Directors) are of the view that the transactions with the Tainwala Group are on normal commercial terms and in the ordinary and usual course of business of the Company, and that the transactions with the Tainwala Group are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The Directors (including the independent non-executive Directors) are of the view that the Revised Annual Cap is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

None of the Directors has a material interest in the transactions with the Tainwala Group and therefore, no Director abstained from voting on the resolution of the Board in respect of the Revised Annual Cap.

5. Information on the Group

With a heritage dating back to 1910, the Company, together with its consolidated subsidiaries, is a leader in the global lifestyle bag industry and is the world’s best-known and largest travel luggage company. The Group is principally engaged in the design, manufacture, sourcing and distribution of luggage, business and computer bags, outdoor and casual bags and travel accessories throughout the world, primarily under the Samsonite®, Tumi®, American Tourister®, Gregory®, High Sierra®, Lipault® and Hartmann® brand names as well as other owned and licensed brand names.

By Order of the Board
SAMSONITE INTERNATIONAL S.A.
Timothy Charles Parker
Chairman

Hong Kong, December 9, 2024

As of the date of this announcement, the Executive Director is Kyle Francis Gendreau, the Non-Executive Director is Timothy Charles Parker and the Independent Non-Executive Directors are Claire Marie Bennett, Angela Iris Brav, Paul Kenneth Etchells, Jerome Squire Griffith, Tom Korbas and Ying Yeh.