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Samsonite Group S.A. M&A Activity 2016
50259_rns_2016-02-19_98d0579b-c67d-4094-a8af-fbf8fafd14c2.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 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 19 February 2016 (after trading hours of the Stock Exchange), the Loan Agreement was entered into between Hong Kong Builders as lender and Customer W as borrower. Pursuant to the Loan Agreement, Hong Kong Builders has conditionally agreed to grant the Loan in the principal amount of HK$30.00 million to Customer W for a term of three months from the date of drawdown.
The principal terms and conditions of the Loan Agreement are set out in the section headed "The Loan Agreement" in this announcement.
LISTING RULES IMPLICATIONS
As one of the relevant applicable percentage ratios (as defined under the Listing Rules) in respect of the grant of the Loan under the Loan Agreement is more than 5% but less than 25%, the grant of the Loan under the Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is only subject to the announcement requirement of the Listing Rules.
PROVISION OF FINANCIAL ASSISTANCE
The Board announces that, on 19 February 2016 (after trading hours of the Stock Exchange), the Loan Agreement was entered into between Hong Kong Builders as lender and Customer W as borrower. Pursuant to the Loan Agreement, Hong Kong Builders has conditionally agreed to grant the Loan in the principal amount of HK$30.00 million to Customer W for a term of three months from the date of drawdown.
The Loan Agreement
The principal terms and conditions of the Loan Agreement are summarised as follows:
Date : 19 February 2016
Lender : Hong Kong Builders, a licensed money lender in Hong Kong
Borrower : Customer W
Principal amount of the Loan : HK$30.00 million
Interest rate : 10.00% per annum, payable on the repayment date.
Default interest rate : 10.00% per annum on overdue sums, including outstanding principal amount of the Loan, interest and other amounts payable under the Loan Agreement, from the due date until payment in full.
Security : No security will be provided by Customer W.
Available period : The period of 30 days (or such other number of days as Hong Kong Builders and Customer W may agree in writing) commencing from the date on which the Loan Agreement becoming unconditional.
Repayment date : The date immediately after the expiry of a period of three months as from the date of drawdown.
Repayment : Customer W shall repay the principal amount of the Loan in full together with any accrued and unpaid interest in one lump sum on the repayment date.
Prepayment : Customer W may at any time during the term of the Loan prepay the Loan in full together with the accrued and unpaid interest by giving not less than ten business days' prior written notice to Hong Kong Builders before the repayment date.
Conditions precedent : The Loan Agreement is conditional upon the fulfilment of the following conditions:
(a) 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;
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(b) all representations and warranties made by Customer W in the Loan Agreement or in connection therewith being true and correct with the same effect as though made on and as of the date of drawdown with reference to the facts and circumstances then subsisting;
(c) 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); and
(d) Hong Kong Builders having received and found satisfactory such additional information and documents relating to Customer W as Hong Kong Builders may reasonably require.
Long stop date : 2 March 2016 (or such later date as Hong Kong Builders and Customer W may agree in writing).
Funding of the Loan
The Loan will be financed by the net proceeds from the placing of 536,000,000 new shares of the Company under general mandate as completed on 18 February 2016.
Information on Customer W
Customer W 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 W 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, property investment, money lending, and design and sale of jewelry products.
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 grant of the Loan
As money lending is one of the principal activities of the Group, the grant of the Loan under the Loan Agreement to Customer W is in the ordinary and usual course of business of the Group.
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The terms of the Loan Agreement are negotiated on an arm’s length basis between Hong Kong Builders and Customer W. The Directors are of the view that the terms of the Loan Agreement are on normal commercial terms. Given that a stable interest income is generated from the Loan during the term of the Loan Agreement, the Directors consider that the grant of the Loan under the Loan Agreement is fair and reasonable and in the interests of the Company and its shareholders as a whole.
LISTING RULES IMPLICATIONS
As one of the relevant applicable percentage ratios (as defined under the Listing Rules) in respect of the grant of the Loan under the Loan Agreement is more than 5% but less than 25%, the grant of the Loan under the Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is only subject to the announcement requirement 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 under stock code: 764
“Customer W” an individual
“Director(s)” the director(s) of the Company
“Group” the Company and its subsidiaries
“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 a wholly owned subsidiary of the Company
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Loan” the unsecured loan in the principal amount of HK$30.00 million
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"Loan Agreement" the conditional loan agreement dated 19 February 2016 and entered into between Hong Kong Builders as lender and Customer W as borrower relating to the grant of the Loan
"Money Lenders Ordinance" the Money Lenders Ordinance (Chapter 163 of the laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
“%” per cent.
By Order of the Board
Eternity Investment Limited
Lei Hong Wai
Chairman
Hong Kong, 19 February 2016
As at the date of this announcement, the Board comprises four executive Directors, namely, Mr. Lei Hong Wai, Mr. Cheung Kwok Wai Elton, Mr. Chan Kin Wah Billy and 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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