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Samsonite Group S.A. M&A Activity 2014
50259_rns_2014-05-30_a1b217f8-20b4-4e2e-bbc0-57c08cf720e3.pdf
M&A Activity
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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 disclaims 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: DISCONTINUATION OF MACAU GAMING RELATED BUSINESS BY DISPOSING OF THE ENTIRE EQUITY INTEREST IN RICH DAILY GROUP LIMITED
On 30 May 2014 (after trading hours), Riche (BVI) as vendor entered into the Agreement with the Purchaser as purchaser pursuant to which Riche (BVI) has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the Sale Shares, being the entire issued share capital of Rich Daily, at a consideration of HK$2,000,000.
The principal terms and conditions of the Agreement are set out in the section headed "The Agreement" in this announcement.
Following the Completion, the Group will cease to be engaged in Macau gaming related business.
As one of the relevant applicable percentage ratios in respect of the Disposal calculated in accordance with Rule 14.07 of the Listing Rules is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company pursuant to Chapter 14 of the Listing Rules and is only subject to the announcement requirement under the Listing Rules.
On 30 May 2014 (after trading hours), Riche (BVI) as vendor entered into the Agreement with the Purchaser as purchaser pursuant to which Riche (BVI) has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the Sale Shares, being the entire issued share capital of Rich Daily, at a consideration of HK$2,000,000.
THE AGREEMENT
Details of the Agreement are set out below:
Date: 30 May 2014
Vendor: Riche (BVI) Limited, a wholly owned subsidiary of the Company
Purchaser: Mr. Ng Cheuk Fai
To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Purchaser is a third party independent of the Company and its connected persons (as defined in the Listing Rules).
Assets to be disposed of
The Sale Shares which represents the entire issued share capital of Rich Daily as at the date of the Agreement.
Consideration
The consideration for the sale and purchase of the Sale Shares is HK$2,000,000 and will be satisfied by the Purchaser to Riche (BVI) in cash at Completion.
The consideration for sale and purchase of the Sale Shares was determined after arm's length negotiations between Riche (BVI) and the Purchaser with reference to the fair value of the Ocho Services Agreement of HK$1,929,000 as at 31 December 2013 adjusted for the unaudited net assets value of Rich Daily of HK$30,180 as at 30 April 2014.
The Directors are of the view that the consideration of HK$2,000,000 for the sale and purchase of the Sale Shares is fair and reasonable.
Condition
Completion is conditional upon the publication of an announcement of the Company in relation the Agreement and the transactions contemplated thereunder in compliance with Chapter 14 of the Listing Rules.
If the above condition has not been satisfied on or before 5:00 p.m. on 30 June 2014 (or such other date as Riche (BVI) and the Purchaser may agree in writing), the Agreement shall cease and determine and none of the parties shall have any obligations and liabilities thereunder save for any antecedent breaches of the terms thereof.
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Completion
Completion shall take place on the third business day after the satisfaction of the condition (or such other date as Riche (BVI) and the Purchaser may agree in writing).
INFORMATION ON RICH DAILY
Rich Daily was incorporated in the British Virgin Islands with limited liability on 18 January 2008.
The principal business of Rich Daily is the provision of management services to the concierge department of Ocho, a gaming promoter appointed by a Macau casino, pursuant to the Ocho Services Agreement.
Set out below the unaudited financial information of Rich Daily which is prepared in accordance with Hong Kong Financial Reporting Standards:
| For the period from 1 January 2014 to 30 April 2014 HK$ | For the year ended 31 December 2013 HK$ | For the year ended 31 December 2012 HK$ | |
|---|---|---|---|
| Turnover (Loss)/profit before and after taxation | 129,900 (97,213,111) | 512,700 487,606 | 51,078,366 50,983,272 |
| As at 30 April 2014 HK$ | As at 31 December 2013 HK$ | As at 31 December 2012 HK$ | |
| Total assets | 30,180 | 136,343,714 | 135,831,194 |
| Total liabilities | — | 39,100,423 | 39,075,509 |
| Net assets | 30,180 | 97,243,291 | 96,755,685 |
FINANCIAL EFFECTS OF THE DISPOSAL
Upon Completion, Rich Daily will cease to be an indirect wholly owned subsidiary of the Company and the financial results of Rich Daily will no longer be consolidated into the accounts of the Group.
Based on the fair value of the Ocho Services Agreement of HK$1,929,000 as at 31 December 2013 and the unaudited net assets value of Rich Daily of HK$30,180 as at 30 April 2014, the Group expects to record a gain on the Disposal of HK$40,820. The actual gain on the Disposal to be recognised by the Group in its audited financial statements for the year ended 31 December 2014 may be different from the above figure.
REASONS FOR THE DISPOSAL
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 in Macau and money lending.
As disclosed in the annual report of the Company for the year ended 31 December 2013, Ocho adopted a tightening credit policy towards its Mainland Chinese VIP customers in response to the slowdown of the Mainland Chinese economy. With worries over the Mainland Chinese economic growth and excessive growth in the Mainland China's so-called shadow banking sector, Ocho has unveiled to the Group that a tightening credit policy towards its Mainland Chinese VIP customers is likely to remain in place for 2014. Based on forgoing, the Directors consider that potential growth of the provision of management services business engaged by Rich Daily is uncertain and determine to discontinue the provision of management services business in order to concentrate the Group's resources in its existing businesses. As such, the Directors are of the view that the terms of the Agreement are fair and reasonable and the Disposal is in the interests of the Company and its shareholders as a whole.
The Company intends to apply the net proceeds from the Disposal for general working capital of the Group.
Following the Completion, the Group will cease to be engaged in Macau gaming related business.
LISTING RULES IMPLICATIONS
As one of the relevant applicable percentage ratios in respect of the Disposal calculated in accordance with Rule 14.07 of the Listing Rules is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company pursuant to Chapter 14 of the Listing Rules and is only subject to the announcement requirement under the Listing Rules.
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DEFINITIONS
In this announcement, the following expressions have the following meanings unless the context requires otherwise:
"Agreement"
the sale and purchase agreement dated 30 May 2014 entered into between Riche (BVI) as vendor and the Purchaser as purchaser in respect of the sale and purchase of the Sale Shares
"Board"
the board of the 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 (stock code: 764)
"Completion"
the completion of the Disposal
"Director(s)"
the director(s) of the Company
"Disposal"
the disposal of the Sale Shares by Riche (BVI) pursuant to the Agreement
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Macau"
the Macau Special Administrative Region of the People's Republic of China
"Ocho"
Ocho Sociedade Unipessoal Limitada, a company incorporated in Macau with limited liability, a licensed gaming promoter in Macau and is wholly owned by the Purchaser
"Ocho Services Agreement"
the services agreement entered into between Ocho and Rich Daily on 28 February 2008 in relation to the provision of management services to the concierge department of Ocho
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"Purchaser" Mr. Ng Cheuk Fai
"Rich Daily" Rich Daily Group Limited, a company incorporated in the British Virgin Islands with limited liability and an indirect wholly owned subsidiary of the Company
"Riche (BVI)" Riche (BVI) Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly owned subsidiary of the Company
"Sale Shares" 100 shares of US$1.00 each, being the entire issued and paid up capital of Rich Daily as at the date of the Agreement which is legally owned by Riche (BVI)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"US$" United States dollars, the lawful currency of the United States of America
"%" per cent
By Order of the Board
Eternity Investment Limited
Lei Hong Wai
Chairman
Hong Kong, 30 May 2014
As at the date of this announcement, the Board comprises of 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.
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