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Samsonite Group S.A. Share Issue/Capital Change 2010
50259_rns_2010-09-28_7849c032-657b-4230-9066-2f9a6ebfbfec.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.
ETERNITY INVESTMENT LIMITED
(Formerly known as China Star Investment Holdings Limited)
(Incorporated in Bermuda with limited liability)
(stock code: 764)
RESULTS OF THE RIGHTS ISSUE
OF 826,584,147 RIGHTS SHARES ON THE BASIS
OF THREE RIGHTS SHARES FOR EVERY ONE EXISTING SHARE
HELD ON THE RECORD DATE
AND
ADJUSTMENTS TO THE EXERCISE PRICES AND
NUMBER OF THE OUTSTANDING OPTIONS
RESULTS OF THE RIGHTS ISSUE
The Board announces 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, 20 September 2010, being the latest time for acceptance of and payment for the Rights Shares and application for excess Rights Shares, (i) a total of eight valid acceptances of Rights Shares have been received for a total of 56,348,398 Rights Shares, representing approximately $6.82\%$ of the total number of the Rights Shares available for subscription under the Rights Issue; and (ii) a total of three valid applications for excess Rights Shares have been received for a total of 215,074,370 Rights Shares, representing approximately $27.92\%$ of the number of Rights Shares available for application for excess Rights Shares. Accordingly, a total of 11 valid applications of 271,422,768 Rights Shares have been received, representing approximately $32.84\%$ of the total number of 826,584,147 Rights Shares under the Rights Issue.
The Rights Issue has become unconditional at 4:00 p.m. on Friday, 24 September 2010. Based on the results of the Rights Issue as set out above, the Rights Issue was under-subscribed by 555,161,379 Rights Shares. In accordance with the terms of the Underwriting Agreement, the Underwriter has procured subscription for all the untaken 555,161,379 Rights Shares by subscribers who are Independent Third Parties.
It is expected that the share certificates for the Rights Shares in respect of the valid acceptances of the Rights Shares under the PALs and successful applications for excess Rights Shares under the EAFs, 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 Wednesday, 29 September 2010 at the relevant Shareholders' own risks.
Dealings in the Rights Shares, in their fully-paid form, are expected to commence on the Stock Exchange at 9:30 a.m. on Monday, 4 October 2010.
ADJUSTMENTS TO THE EXERCISE PRICES AND NUMBER OF THE OUTSTANDING OPTIONS
The Company's auditors have issued a report dated 6 September 2010 with respect to the calculations of the effects of the Rights Issue on the exercise prices and number of the outstanding Options. The adjusted exercise prices and the adjusted number of the outstanding Options after completion of the Rights Issue are disclosed in this announcement.
Reference is made to the prospectus of Eternity Investment Limited (the "Company") dated 6 September 2010 (the "Prospectus"). Capitalised terms used in this announcement shall have the same meanings as defined in the Prospectus, unless otherwise stated.
RESULTS OF THE RIGHTS ISSUE
The Board announces 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, 20 September 2010, being the latest time for acceptance of and payment for the Rights Shares and application for excess Rights Shares, (i) a total of eight valid acceptances of Rights Shares have been received for a total of 56,348,398 Rights Shares, representing approximately 6.82% of the total number of the Rights Shares available for subscription under the Rights Issue; and (ii) a total of three valid applications for excess Rights Shares have been received for a total of 215,074,370 Rights Shares, representing approximately 27.92% of the number of Rights Shares available for application for excess Rights Shares. Accordingly, a total of 11 valid applications of 271,422,768 Rights Shares have been received, representing approximately 32.84% of the total number of 826,584,147 Rights Shares under the Rights Issue.
The Rights Issue has become unconditional at 4:00 p.m. on Friday, 24 September 2010.
— 2 —
Underwriting arrangements
Based on the results of the Rights Issue as set out above, the Rights Issue was under-subscribed by 555,161,379 Rights Shares, representing approximately 67.16% of the total number of Rights Shares and approximately 50.37% of the enlarged issued share capital of the Company immediately upon completion of the Rights Issue. In accordance with the terms of the Underwriting Agreement, the Underwriter has procured subscription for all the untaken 555,161,379 Rights Shares by subscribers who are Independent Third Parties.
Excess application
Regarding the 215,074,370 Rights Shares being applied for by way of excess application, the Board has resolved to allot the full number of excess Rights Shares being applied for by each of the Qualifying Shareholders who has submitted valid EAFs; and accordingly a total of 215,074,370 Rights Shares will be allotted under the excess application.
Despatch of share certificates and commencement of dealings in Rights Shares in fully-paid form
The share certificates for the Rights Shares in respect of the valid acceptances of the Rights Shares under the PALs and successful applications for excess Rights Shares under the EAFs, 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 Wednesday, 29 September 2010 at the relevant Shareholders’ own risks.
Dealings in the Rights Shares, in their fully-paid form, are expected to commence on the Stock Exchange at 9:30 a.m. on Monday, 4 October 2010.
— 3 —
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 Rights Issue:
| Immediately prior to completion of the Rights Issue | Immediately after completion of the Rights Issue | |||
|---|---|---|---|---|
| No. of Shares | Approx. % | No. of Shares | Approx. % | |
| Thought Diamond International Limited | 56,000,000 | 20.32 | 106,000,000 | 9.62 |
| Mr. Lei Hong Wai (Note a) | 1,320,000 | 0.48 | 220,280,000 | 19.99 |
| Mr. Chan Kin Wah, Billy (Note a) | 1,320,000 | 0.48 | 1,320,000 | 0.12 |
| Public: | ||||
| The Underwriter | 1 | 0.00 | 1 | 0.00 |
| Subscribers procured by the Underwriter (Note b) | 0 | 0.00 | 555,161,379 | 50.37 |
| Other public Shareholders | 216,888,048 | 78.72 | 219,350,816 | 19.90 |
| Total | 275,528,049 | 100.00 | 1,102,112,196 | 100.00 |
Notes:
a. Mr. Lei Hong Wai and Mr. Chan Kin Wah, Billy are the executive Directors.
b. Each of the subscribers procured by the Underwriter holds less than 5% of the enlarged issued share capital of the Company immediately after the completion of the Rights Issue.
— 4 —
ADJUSTMENTS TO THE EXERCISE PRICES AND NUMBER OF THE OUTSTANDING OPTIONS
Adjustments to the exercise prices and number of the outstanding Options are required under the relevant rules of the share option scheme of the Company, the provision of Rule 17.03(13) of the Listing Rules and the supplementary guidance set out by the Stock Exchange on 5 September 2005. The adjusted exercise prices and the adjusted number of the outstanding Options which take effect from the date on which the completion of the Rights Issue are as follows:
| Exercise period | Exercise price per Share before completion of the Rights Issue | Adjusted exercise price per Share after completion of the Rights Issue | Number of outstanding Options before completion of the Rights Issue | Adjusted number of outstanding Options after completion of the Rights Issue |
|---|---|---|---|---|
| 8 March 2002 to 7 March 2012 | HK$271.19 | HK$244.66 | 182,185 | 201,940 |
| 13 December 2004 to 12 December 2014 | HK$202.33 | HK$182.54 | 264,360 | 293,026 |
| 22 March 2007 to 21 March 2017 | HK$49.05 | HK$44.25 | 144,980 | 160,701 |
| 31 May 2007 to 30 May 2017 | HK$73.01 | HK$65.87 | 758,743 | 841,016 |
| 30 October 2009 to 29 October 2010 | HK$0.60 | HK$0.54 | 4,190,000 | 4,644,337 |
| 13 May 2010 to 12 May 2011 | HK$0.66 | HK$0.60 | 12,252,000 | 13,580,530 |
| Total | 17,792,268 | 19,721,550 |
The Company's auditors have issued a report dated 6 September 2010 with respect to the calculations of the effect of the Rights Issue on the exercise prices and number of the outstanding Options.
By Order of the Board
Eternity Investment Limited
Lei Hong Wai
Chairman
Hong Kong, 28 September 2010
As at the date of this announcement, the Board comprises two executive Directors namely, Mr. Lei Hong Wai and Mr. Chan Kin Wah, Billy; and three independent non-executive Directors namely, Mr. Tang Chak Lam, Gilbert, Mr. Hung Hing Man and Mr. Wan Shing Chi.