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Samsonite Group S.A. Share Issue/Capital Change 2009
50259_rns_2009-03-26_aec827c9-c27c-4118-be38-1ed81ae88822.pdf
Share Issue/Capital Change
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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.
CHINA STAR INVESTMENT HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 764)
RESULTS OF THE OPEN OFFER OF 367,093,498 OFFER SHARES ON THE BASIS OF ONE OFFER SHARE FOR EVERY TWO EXISTING SHARES HELD ON THE RECORD DATE
RESULTS OF THE OPEN OFFER
The Board is pleased to announce that the Open Offer has become unconditional at 4:00 p.m. on Thursday, 26 March 2009.
As at 4:00 p.m. on Monday, 23 March 2009, being the latest time for acceptance of and payment for the Offer Shares and application for excess Offer Shares, a total of four valid acceptances of Offer Shares have been received for a total of 43,736,407 Offer Shares, representing approximately 11.91% of the total number of the Offer Shares available for subscription under the Open Offer, and a total of four valid applications for excess Offer Shares have been received for a total of 241,761,999 Offer Shares, representing approximately 74.77% of the number of Offer Shares available for excess Offer Shares application. Accordingly, a total of eight valid applications of 285,498,406 Offer Shares have been received. In aggregate, they represent approximately 77.77% of the total number of 367,093,498 Offer Shares offered under the Open Offer.
It is expected that the share certificates for the Offer Shares in respect of the valid acceptances of the Offer Shares on the Application Forms and successful applications for excess Offer Shares, in their fully-paid form, will be despatched to those relevant Shareholders' addresses (as shown on the register of members of the Company) by ordinary post on or before Monday, 30 March 2009 at the relevant Shareholders' own risks.
Dealings in the Offer Shares, in their fully-paid form, are expected to commence on the Stock Exchange at 9:30 a.m. on Wednesday, 1 April 2009.
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ADJUSTMENTS TO THE CONVERSION PRICES OF THE CONVERTIBLE BONDS AND THE EXERCISE PRICES AND NUMBER OF THE OPTIONS
According to the terms of the Convertible Bonds, no adjustment to the conversion prices of the Convertible Bonds is required. The conversion prices of the Convertible Bonds remain at HK$1.60 per Share after completion of the Open Offer.
The auditors of the Company have reviewed and agreed with the adjustments to the exercise prices and number of the Options which have been disclosed in this announcement.
Reference is made to the prospectus of China Star Investment Holdings Limited (the “Company”) dated 9 March 2009 (the “Prospectus”). Capitalised terms used in this announcement shall have the same meanings as defined in the Prospectus, unless otherwise stated.
RESULTS OF THE OPEN OFFER
The Board is pleased to announce that all of the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement has not been terminated in accordance with its terms.
As at 4:00 p.m. on Monday, 23 March 2009, being the latest time for acceptance of and payment for the Offer Shares and application for excess Offer Shares, a total of four valid acceptances of Offer Shares have been received for a total of 43,736,407 Offer Shares, representing approximately 11.91% of the total number of the Offer Shares available for subscription under the Open Offer, and a total of four valid applications for excess Offer Shares have been received for a total of 241,761,999 Offer Shares, representing approximately 74.77% of the number of Offer Shares available for excess Offer Shares application. Accordingly, a total of eight valid applications of 285,498,406 Offer Shares have been received. In aggregate, they represent approximately 77.77% of the total number of 367,093,498 Offer Shares offered under the Open Offer.
The Open Offer has become unconditional at 4:00 p.m. on Thursday, 26 March 2009.
In accordance with the CSL Undertaking, CSL has subscribed for 29,180,306 Offer Shares to which it is entitled under the Open Offer, and subscribed for 241,741,950 excess Offer Shares. Upon completion of the Open Offer, CSL and its associates are beneficially interested in approximately 29.90% of the issued share capital of the Company as enlarged by the Open Offer.
UNDERWRITING ARRANGEMENTS
Based on the results of the Open Offer as set out above, the Open Offer was under-subscribed by 81,595,092 Offer Shares (the “Shortfall Underwritten Shares”), representing approximately 22.23%
of the total number of Offer Shares and approximately 7.41% of the enlarged issued share capital of the Company immediately upon completion of the Open Offer. In accordance with the terms of the Underwriting Agreement, the Underwriter has subscribed for all the Shortfall Underwritten Shares.
EXCESS APPLICATION
Regarding the 241,761,999 Offer Shares being applied for by way of excess application, the Board has resolved to allot and issue the 241,761,999 Offer Shares available for excess application to each of the Qualifying Shareholders who has submitted valid Excess Application Forms.
CHANGES IN SHAREHOLDING STRUCTURE OF THE COMPANY
To the best knowledge of the Board, the following is a table showing the changes in shareholding structure of the Company immediately prior to and after completion of the Open Offer:
| Immediately prior to completion of the Open Offer | Immediately after completion of the Open Offer | |||
|---|---|---|---|---|
| No. of Shares | Approx. percentage | No. of Shares | Approx. percentage | |
| CSL | 58,360,612 | 7.95% | 329,282,868 | 29.90% |
| Public Shareholders: | ||||
| The Underwriter | — | — | 81,595,092 | 7.41% |
| Others | 675,826,385 | 92.05% | 690,402,535 | 62.69% |
| 734,186,997 | 100.00% | 1,101,280,495 | 100.00% |
DESPATCH OF SHARE CERTIFICATES AND COMMENCEMENT OF DEALINGS IN OFFER SHARES IN FULLY-PAID FORM
The share certificates for the Offer Shares in respect of the valid acceptances of the Offer Shares on the Application Forms and successful applications for excess Offer Shares, in their fully-paid form, will be despatched to those relevant Shareholders' addresses (as shown on the register of members of the Company) by ordinary post on or before Monday, 30 March 2009 at the relevant Shareholders' own risks.
Dealings in the Offer Shares, in their fully-paid form, are expected to commence on the Stock Exchange at 9:30 a.m. on Wednesday, 1 April 2009.
ADJUSTMENTS TO THE CONVERSION PRICES OF THE CONVERTIBLE BONDS AND THE EXERCISE PRICES AND NUMBER OF THE OPTIONS
According to the terms of the Convertible Bonds, no adjustment to the conversion prices of the Convertible Bonds is required as the Subscription Price is not less than 90% of the average of the closing prices of HK$0.105 per Share for the last five days of trading before the announcement of the Open Offer dated 17 February 2009. The conversion prices of the Convertible Bonds remain at HK$1.60 per Share after completion of the Open Offer.
The Open Offer will cause adjustments to the exercise prices and number of the outstanding Options. The adjusted exercise prices and number of the outstanding Option after completion of the Open Offer will be as follows:
| Exercise Period | Exercise price per Share before completion of the Open Offer | Adjusted exercise price per Share after completion of the Open Offer | Number of outstanding Options before completion of the Open Offer | Adjusted number of outstanding Options after completion of the Open Offer |
|---|---|---|---|---|
| 8 March 2002 to 7 March 2012 | HK$26.150 | HK$27.119 | 1,889,326 | 1,821,850 |
| 13 December 2004 to 12 December 2014 | HK$19.510 | HK$20.233 | 2,741,511 | 2,643,600 |
| 22 March 2007 to 21 March 2017 | HK$4.730 | HK$4.905 | 1,503,506 | 1,449,809 |
| 31 May 2007 to 30 May 2017 | HK$7.040 | HK$7.301 | 7,868,446 | 7,587,430 |
| 11 July 2007 to 10 July 2009 | HK$6.340 | HK$6.575 | 9,798,342 | 9,448,401 |
| 20 March 2008 to 19 March 2010 | HK$1.146 | HK$1.188 | 12,742,999 | 12,287,892 |
| Total | 36,544,130 | 35,238,982 |
The Company's auditors have issued a report dated 6 March 2009 with respect to the calculations of the effect of the Open Offer on the number and exercise prices of outstanding Options and the conversion prices of the Convertible Bonds.
By Order of the Board
China Star Investment Holdings Limited
Heung Wah Keung
Chairman
Hong Kong, 26 March 2009
As at the date of this announcement, the Board comprises two executive Directors namely, Mr. Heung Wah Keung and Ms. Chen Ming Yin, Tiffany; and three independent non-executive Directors namely, Mr. Tang Chak Lam, Gilbert, Mr. Ho Wai Chi, Paul and Mr. Lien Wai Hung.
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