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Samsonite Group S.A. M&A Activity 2020
50259_rns_2020-06-24_0340585c-f3c9-4baa-a516-50dcbb519772.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 ACQUISITION OF LISTED SECURITIES
THE ACQUISITION
The Board announces that Eternity Finance acquires 3,765,000 shares in Heng Tai for an aggregate consideration of HK$369,000 (including transaction costs) in a series of trades executed on the Exchange on 24 June 2020. The average purchase price (including transaction costs) for the Acquisition of each share in Heng Tai is approximately HK$0.098.
The Acquisition is financed by the internal resources of the Company.
The Directors (including the independent non-executive Directors) believe that the Acquisition is on normal commercial terms, fair and reasonable, and in the interests of the Company and its shareholders as a whole.
Upon completion of the Acquisition, the 3,765,000 shares in Heng Tai will be accounted for as financial assets at fair value through profit or loss in the consolidated financial statements of the Group in accordance with Hong Kong Financial Reporting Standard 9 Financial Instruments.
Taking into account the Previous Acquisitions, Eternity Finance will hold 55,575,000 shares in Heng Tai, representing approximately $2.97\%$ of the issued share capital of Heng Tai upon completion of the Acquisition.
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THE PREVIOUS ACQUISITIONS
On 21 November 2019, 30 March 2020, 31 March 2020, and 1 April 2020, Eternity Finance acquired an aggregate of 51,810,000 shares in Heng Tai for an aggregate consideration of HK$8,736,000 (including transaction costs) in a series of trades executed on the Exchange.
LISTING RULES IMPLICATIONS
As the Acquisition takes place within 12 months from the dates of the Previous Acquisitions, the Acquisition is required to aggregate with the Previous Acquisitions in accordance with Rule 14.22 of the Listing Rules for the purpose of transaction classification set out in Rule 14.06 of the Listing Rules.
As one of the relevant applicable percentage ratios (calculated in accordance with the Listing Rules) in respect of the Acquisition and the Previous Acquisitions when aggregated is more than 5% but less than 25%, the Acquisition and the Previous Acquisitions constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules and are only subject to the announcement requirement of the Listing Rules.
THE ACQUISITION
The Board announces that Eternity Finance acquires 3,765,000 shares in Heng Tai for an aggregate consideration of HK$369,000 (including transaction costs) in a series of trades executed on the Exchange on 24 June 2020. The average purchase price (including transaction costs) for the Acquisition of each share in Heng Tai is approximately HK$0.098.
Listed securities to be acquired
The 3,765,000 shares in Heng Tai represent approximately 0.20% of the issued share capital of Heng Tai as at the date of this announcement.
Heng Tai is a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the Main Board of the Exchange under stock code: 197. Heng Tai is an investment holding company and its subsidiaries are principally engaged in (i) the trading of packaged foods, beverages and household consumable products, (ii) the trading of agri-products and the upstream farming business, (iii) the provision of cold chain logistics services and value-added post-harvest food processing, and (iv) other businesses primarily arising from securities brokerage business and tourist retailing business.
The following audited financial information is extracted from the annual report of Heng Tai for the year ended 30 June 2019:
| | For the year ended 30 June 2019
HK$'000 | For the year ended 30 June 2018
HK$'000 |
| --- | --- | --- |
| Revenue | 840,732 | 981,491 |
| Loss before taxation | (287,024) | (157,172) |
| Loss after taxation | (285,976) | (156,582) |
| Total assets | 1,981,836 | 2,286,718 |
| Net asset value | 1,836,115 | 2,147,555 |
| Dividend paid/payable per share | Nil | Nil |
Consideration
The aggregate consideration for the Acquisition is HK$369,000 (including transaction costs) and the consideration of each trade of the Acquisition is based on the bid and ask prices quoted on the Exchange at the time of the trade being executed.
The consideration will be settled in cash upon completion.
Sellers of the 3,765,000 shares in Heng Tai
As the trades of the Acquisition are executed on the Exchange, the Directors are not aware of the identities of the sellers of the 3,765,000 shares in Heng Tai.
To the best of the knowledge, information and belief of the Directors, having made all reasonable enquires, each of the sellers and, if applicable, its ultimate beneficial owners is a third party independent of the Company and its connected persons (as defined in the Listing Rules).
Funding of the Acquisition
The Acquisition is financed by the internal resources of the Company.
Completion
Completion of each trade of the Acquisition takes place on the second trading day following the execution date.
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Information on the Group and Eternity Finance
The Company is an investment holding company and its subsidiaries are principally engaged in sale of financial assets, property investment, money lending, and design and sale of jewelry products.
Eternity Finance, a wholly-owned subsidiary of the Company, is incorporated in the British Virgin Islands with limited liability and engaged in the sale of financial assets business.
Reasons for and benefits of the Acquisition
The Directors have been actively exploring new investment opportunities with an aim to achieve the best use of the Group’s resources and improve its portfolio diversification. The Directors believe that the Acquisition would broaden the investment portfolio of the Group. Given that (i) the trades of the Acquisition are executed on the Exchange, (ii) the consideration of each trade of the Acquisition is based on the bid and ask prices quoted on the Exchange at the time of the trade being executed, and (iii) the above benefits expect to accrue to the Group as a result of the Acquisition, the Directors (including the independent non-executive Directors) believe that the Acquisition is on normal commercial terms, fair and reasonable, and in the interests of the Company and its shareholders as a whole.
Upon completion of the Acquisition, the 3,765,000 shares in Heng Tai will be accounted for as financial assets at fair value through profit or loss in the consolidated financial statements of the Group in accordance with Hong Kong Financial Reporting Standard 9 Financial Instruments.
Taking into account the Previous Acquisitions, Eternity Finance will hold 55,575,000 shares in Heng Tai, representing approximately 2.97% of the issued share capital of Heng Tai upon completion of the Acquisition.
THE PREVIOUS ACQUISITIONS
On 21 November 2019, 30 March 2020, 31 March 2020, and 1 April 2020, Eternity Finance acquired an aggregate of 51,810,000 shares in Heng Tai for an aggregate consideration of HK$8,736,000 (including transaction costs) in a series of trades executed on the Exchange.
LISTING RULES IMPLICATIONS
As the Acquisition takes place within 12 months from the dates of the Previous Acquisitions, the Acquisition is required to aggregate with the Previous Acquisitions in accordance with Rule 14.22 of the Listing Rules for the purpose of transaction classification set out in Rule 14.06 of the Listing Rules.
As one of the relevant applicable percentage ratios (calculated in accordance with the Listing Rules) in respect of the Acquisition and the Previous Acquisitions when aggregated is more than 5% but less than 25%, the Acquisition and the Previous Acquisitions constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules and are 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:
"Acquisition" the acquisition of 3,765,000 shares in Heng Tai for an aggregate consideration of HK$369,000 (including transaction costs) in a series of trades executed on the Exchange on 24 June 2020
"Board" the board of Directors
"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
"Director(s)" the director(s) of the Company
"Eternity Finance" Eternity Finance Group Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company
"Exchange" The Stock Exchange of Hong Kong Limited
"Group" the Company and its subsidiaries
"Heng Tai" Heng Tai Consumables Group Limited is a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the Main Board of the Exchange under stock code: 197
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“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 Exchange
“Previous Acquisitions” the acquisitions of an aggregate of 51,810,000 shares in Heng Tai for an aggregate consideration of HK$8,736,000 (including transaction costs) in a series of trades executed on the Exchange on 21 November 2019, 30 March 2020, 31 March 2020, and 1 April 2020
“HK$” 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, 24 June 2020
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.