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Samsonite Group S.A. M&A Activity 2017
50259_rns_2017-05-10_cee88765-ce53-49f9-b300-6336e5843b86.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)
LETTER OF INTENT IN RELATION TO THE POSSIBLE DISPOSAL
The Board is pleased to announce that on 10 May 2017 (after trading hours of the Stock Exchange), Riche (BVI), a wholly-owned subsidiary of the Company, entered into a non-legally binding LOI with the Potential Purchaser, pursuant to which Riche (BVI) has granted an exclusive negotiation right to the Potential Purchaser for a period of three months from the date of the LOI in relation to the Possible Disposal.
GENERAL
The Possible Disposal, if materialises, may constitute a notifiable transaction for the Company under Chapter 14 of the Listing Rules. Should the Company enter into any formal agreement or decide to terminate the LOI or if there are any material developments with respect to the Possible Disposal, the Company will make further announcement(s) in accordance with the Listing Rules as and when appropriate.
The Board wishes to emphasise that no legally binding agreement for the Possible Disposal has been entered into as at the date of this announcement (save as to the provisions relating to confidentiality, exclusivity and certain miscellaneous provisions). Shareholders and potential investors of the Company should note that the Possible Disposal may or may not materialise and the final terms of the Possible Disposal, which are still subject to further negotiations between the parties, have yet to be finalised. Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company.
This announcement is made by Eternity Investment Limited (the “Company”, together with its subsidiaries, the “Group”) pursuant to Rule 13.09(2)(a) of the Rules (the “Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong).
LETTER OF INTENT IN RELATION TO THE POSSIBLE DISPOSAL
The board of directors of the Company (the “Board”) is pleased to announce that on 10 May 2017 (after trading hours of the Stock Exchange), Riche (BVI) Limited (“Riche (BVI)”), a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company, entered into a non-legally binding letter of intent (the “LOI”) with China Healthwise Holdings Limited, a company incorporated in the Cayman Islands with limited liability whose issued shares are listed on the Main Board of the Stock Exchange (stock code: 348) (the “Potential Purchaser”) in relation to the possible disposal (the “Possible Disposal”) by Riche (BVI) to the Potential Purchaser of the entire shareholding interest in Smart Title Limited (the “Target Company”, together with its subsidiaries, the “Target Group”), a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of Riche (BVI). The Company indirectly holds approximately 12.74% issued share capital of the Potential Purchaser. The LOI, save for provisions relating to confidentiality, exclusivity and certain miscellaneous provisions, is non-legally binding in nature.
Pursuant to the LOI, Riche (BVI) has granted an exclusive negotiation right to the Potential Purchaser for a period of three months from the date of the LOI in relation to the Possible Disposal, during which Riche (BVI) undertakes not to engage or enter into any discussion, negotiation or arrangement with, or give any undertaking in favour of, any third party in relation to the Possible Disposal.
The LOI shall expire upon expiry of three months from the date of the LOI (or such later date as agreed by the Potential Purchaser and Riche (BVI) in writing) or upon the execution of a formal agreement, whichever is earlier.
INFORMATION ON THE GROUP AND THE TARGET GROUP
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 sale of precious stones.
The Target Group is principally engaged in the provision of recreational and wellness services through the management of Beijing Bayhood No. 9 Club, a membership-based luxury club located near the city centre of Beijing, the People's Republic of China, which comprises of business hotel facilities, an 18-hole golf course, driving range facilities, theme restaurants and cafes, spa facilities,
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retail shops, and the first PGA branded and managed golf academy in Asia. The major assets of the Target Group include (a) the right to construct and operate the club facilities of Beijing Bayhood No. 9 Club up to 31 December 2051; and (b) the rights to develop and operate a piece of 580 Chinese acre land adjacent to Beijing Bayhood No. 9 Club and the rights to manage and operate the properties erected thereon up to 30 January 2062.
GENERAL
The Possible Disposal, if materialises, may constitute a notifiable transaction for the Company under Chapter 14 of the Listing Rules. Should the Company enter into any formal agreement or decide to terminate the LOI or if there are any material developments with respect to the Possible Disposal, the Company will make further announcement(s) in accordance with the Listing Rules as and when appropriate.
The Board wishes to emphasise that no legally binding agreement for the Possible Disposal has been entered into as at the date of this announcement (save as to the provisions relating to confidentiality, exclusivity and certain miscellaneous provisions). Shareholders and potential investors of the Company should note that the Possible Disposal may or may not materialise and the final terms of the Possible Disposal, which are still subject to further negotiations between the parties, have yet to be finalised. Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company.
By Order of the Board
Eternity Investment Limited
Lei Hong Wai
Chairman
Hong Kong, 10 May 2017
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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