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Samsonite Group S.A. Proxy Solicitation & Information Statement 2003
50259_rns_2003-04-30_dc368fef-dc13-475f-8e33-968fe3d7aca9.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold all your shares in Riche Multi-Media Holdings Limited (the "Company"), you should at once hand this circular together with the enclosed form of proxy to the purchaser or the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes 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 circular.
RICHE MULTI-MEDIA HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
PROPOSAL FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
25th April, 2003
LETTER FROM THE BOARD
RICHE MULTI-MEDIA HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
Executive Directors:
Mr. Heung Wah Keung (Chairman)
Ms. Chen Ming Yin, Tiffany
Mr. Lei Hong Wai
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Independent Non-Executive Directors:
Mr. Lai Hok Lim
Mr. Tang Chak Lam, Gilbert
Principal office in Hong Kong:
Unit 609, 6/F
Miramar Tower
132 Nathan Road
Tsimshatsui
Kowloon
Hong Kong
25th April, 2003
To the Shareholders
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
INTRODUCTION
On 27th May, 2002, resolutions were passed by the shareholders of the Company giving general mandates to the directors of the Company ("Directors") to issue and allot shares and to exercise the powers of the Company to repurchase its own shares in accordance with the rules ("Share Buyback Rules") regulating the repurchase by companies having a primary listing on The Stock Exchange of Hong Kong Limited ("Stock Exchange") of their own shares as contained in the Rules Governing the Listing of Securities on The Stock Exchange ("Listing Rules"). These mandates will lapse at the conclusion of the forthcoming annual general meeting of the Company which is to be held on 27th May, 2003 ("Annual General Meeting") unless renewed at that meeting. It is therefore proposed to renew the general mandates to issue and allot shares and to repurchase shares at the Annual General Meeting.
LETTER FROM THE BOARD
The purpose of this document is to provide you with information regarding the above proposed renewal of the general mandates to issue and allot shares and to repurchase shares and to seek your approval of the ordinary resolutions relating to both matters at the Annual General Meeting.
GENERAL MANDATE TO ISSUE SHARES
At the Annual General Meeting, an ordinary resolution will be proposed that the Directors be given a general and unconditional mandate to issue new shares representing up to 20% of the issued share capital of the Company as at the date the resolution is passed. In addition, an ordinary resolution will also be proposed to authorise an extension of such general mandate to be granted to the Directors to issue new shares during the period up to the next annual general meeting of the Company or such earlier period as stated in the relevant resolution by adding to the aggregate number of shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate the number of shares repurchased under the Repurchase Mandate, if granted.
GENERAL MANDATE TO REPURCHASE SHARES
An ordinary resolution will be proposed at the Annual General Meeting to give a general mandate ("Repurchase Mandate") to the Directors to exercise the powers of the Company to repurchase its own shares at any time until the first to occur of either the conclusion of the next annual general meeting of the Company following the passing of the resolution (unless the mandate is renewed at such meeting) or the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company, the Companies Act of Bermuda or any applicable laws of Bermuda to be held or until the mandate is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting. The total number of shares in the Company which may be repurchased pursuant to the Repurchase Mandate is limited to a maximum of 10% of the issued share capital of the Company at the date of the passing of the resolution approving the Repurchase Mandate.
An explanatory statement as required under the Share Buyback Rules to provide the requisite information is set out in the appendix hereto.
ACTION TO BE TAKEN
A form of proxy for use at the Annual General Meeting is enclosed. Whether or not you intend to attend this meeting, you are requested to complete and return the form of proxy to the principal office of the Company in Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive not less than 48 hours before the time fixed for holding the meeting. The return of a form of proxy will not preclude you from attending and voting in person at the Annual General Meeting if you so wish.
LETTER FROM THE BOARD
RECOMMENDATION
The Directors believe that the Repurchase Mandate and the general mandate to issue new shares are in the best interests of the Company and its shareholders. Share repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the earnings per share of the Company and will only be made when the Directors believe that such a share repurchase will benefit the Company and its shareholders. Accordingly, the Directors recommend all shareholders to vote in favour of the ordinary resolutions approving the Repurchase Mandate and the general mandate to issue new shares at the Annual General Meeting and they intend to do so themselves in respect of their own shareholdings in the Company.
DOCUMENTS AVAILABLE FOR INSPECTION
A copy of the Memorandum of Association and Bye-laws of the Company will be available for inspection at the principal office of the Company in Hong Kong at Unit 609, 6/F, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong during the normal business hours on any business day up to and including 27th May, 2003 and at the Annual General Meeting.
By Order of the Board
Mr. Heung Wah Keung
Chairman
APPENDIX REPURCHASE MANDATE EXPLANATORY STATEMENT
The appendix serves as an explanatory statement, as required by the Share Buyback Rules, to provide requisite information to you for your consideration of the Repurchase Mandate and should be read in conjunction with the Chairman’s letter hereinbefore appearing.
1. SHARE BUYBACK RULES
The Share Buyback Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:
(a) Shareholders’ Approval
The Share Buyback Rules provide that all on-market share repurchases by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval in relation to specific transactions.
(b) Source of Funds
Repurchases must be funded out of funds which are legally available for the purpose and in accordance with the constitutive documents of the company and the laws of the jurisdiction in which the company is incorporated.
2. SHARE CAPITAL
As at 24th April, 2003 (the Latest Practicable Date prior to the printing of this circular), the issued share capital of the Company comprised 475,200,000 shares of HK$0.10 each.
Subject to the passing of the ordinary resolution to approve the Repurchase Mandate and on the basis that no further shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 47,520,000 shares of HK$0.10 each.
3. FUNDING OF REPURCHASES
Repurchases would be funded from the Company’s available cash flow or working capital facilities.
The Companies Act 1981 of Bermuda provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant share or the funds of the Company which would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made for the purpose.
APPENDIX
REPURCHASE MANDATE EXPLANATORY STATEMENT
The amount of premium payable on repurchase may only be paid out of the funds of the Company which would otherwise be available for dividend or distribution or out of the share premium account of the Company.
In the event that the share repurchases proposed to be authorised were to be carried out in full at any time during the proposed repurchase period, there might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the Company's audited financial accounts for the year ended 31st December, 2002). However, the Directors do not propose to exercise the Repurchase Mandate to an extent as would in the circumstances have a material adverse effect on the working capital or gearing position of the Company.
4. SHARE PRICES
The highest and lowest prices at which the shares of the Company have traded on the Stock Exchange during the previous twelve months were as follows:
| Month | Highest Traded Price (HK$) | Lowest Traded Price (HK$) |
|---|---|---|
| May 2002 | 3.250 | 3.050 |
| June 2002 | 3.525 | 3.050 |
| July 2002 | 3.350 | 3.125 |
| August 2002 | 3.300 | 3.100 |
| September 2002 | 3.600 | 2.775 |
| October 2002 | 3.350 | 3.100 |
| November 2002 | 3.425 | 3.125 |
| December 2002 | 3.275 | 2.950 |
| January 2003 | 3.300 | 3.050 |
| February 2003 | 3.400 | 3.250 |
| March 2003 | 3.425 | 2.950 |
| April 2003 (1st-24th April, 2003) | 3.050 | 2.925 |
5. UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the ordinary resolution proposed at the Annual General Meeting in accordance with the Listing Rules, the regulations set out in the memorandum of association and by-laws of the Company and all the applicable laws of Bermuda.
APPENDIX
REPURCHASE MANDATE EXPLANATORY STATEMENT
6. EFFECT OF TAKEOVER CODE
If, on the exercise of the power to repurchase shares pursuant to the Repurchase Mandate, a shareholder’s proportionate interest in the voting rights of the Company increase, such increase will be treated as an acquisition for the purposes of the Hong Kong Code on Takeovers and Mergers (the “Code”). As a result a shareholder, or group of shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Code. As at 24th April, 2003 (the latest practicable date prior to the printing of this circular), to the best of the knowledge and belief of the Directors, the substantial shareholders holding more than 10% of the issued share capital of the Company are the Classical Statue Limited (“CSL”) and Top Vision Management Limited (“Top Vision”).
CSL was the registered owner of 192,998,000 shares representing 40.61% of the issued share capital of the Company. In the event that the Repurchase Mandate is exercised in full and on the assumption that no shares held by CSL were repurchased, the shareholding of CSL, together with its associates, in the Company would be increased to approximately 45.13% of the issued share capital of the Company and such increase would give rise to an obligation of CSL to make a mandatory offer in accordance with Rule 26 of the Code. However, the Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in a requirement of CSL and parties acting in concert with it (as defined in the Code) to make a mandatory offer under the Code.
Top Vision was the registered owner of 79,200,000 shares representing 16.67% of the issued share capital of the Company. In the event that the Repurchase Mandate is exercised in full and on the assumption that no shares held by Top Vision were repurchased, the shareholding of Top Vision, together with its associates, in the Company would be increased to approximately 18.52% of the issued share capital of the Company and such increase would not give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Code or result in the amount of shares held by the public being reduced to less than 25%.
7. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSON
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any shares to the Company under the Repurchase Mandate if such Repurchase Mandate is approved by the shareholders.
No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the shareholders.
APPENDIX REPURCHASE MANDATE EXPLANATORY STATEMENT
8. SHARE PURCHASES MADE BY THE COMPANY
No share repurchases have been made by the Company during the last six months (whether on the Stock Exchange or otherwise) before 24th April, 2003 (the latest practicable date prior to the printing of this circular).
9. REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and its shareholders for the Directors to have the power to repurchase shares pursuant to the Repurchase Mandate. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the earnings per share of the Company and will only be made when the Directors believe that such a share repurchase will benefit the Company and its shareholders.
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