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Samsonite Group S.A. Share Issue/Capital Change 2011
50259_rns_2011-08-12_cbe8cf26-8193-49c9-a677-3378dcfa1b0d.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
(Incorporated in Bermuda with limited liability)
(Stock Code: 764)
RESULTS OF THE OPEN OFFER
OF 6,611,960,980 OFFER SHARES AT HK$0.04 PER OFFER SHARE
ON THE BASIS OF FIVE OFFER 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 OPEN OFFER
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.
At 4:00 p.m. on Tuesday, 9 August 2011, being the Latest Time for Acceptance, (i) a total of 12 valid acceptances of Offer Shares have been received for a total of 3,478,335,955 Offer Shares, representing approximately 52.61% of the total number of the Offer Shares available for subscription under the Open Offer; and (ii) a total of 11 valid applications for excess Offer Shares have been received for a total of 10,084,733 Offer Shares, representing approximately 0.32% of the number of Offer Shares available for application for excess Offer Shares. Accordingly, a total of 23 valid applications of 3,488,420,688 Offer Shares have been received, representing approximately 52.76% of the total number of 6,611,960,980 Offer Shares under the Open Offer.
The Open Offer has become unconditional at 4:00 p.m. on Friday, 12 August 2011. Based on the results of the Open Offer as set out above, the Open Offer was under-subscribed by 3,123,540,292 Offer Shares. In accordance with the terms of the Underwriting Agreement, Kingston has procured subscription for all the 3,123,540,292 Untaken Shares by subscribers who are Independent Third Parties.
It is expected that the share certificates for the Offer Shares in respect of the valid acceptances of the Offer Shares under the Application Forms and successful applications for excess Offer Shares under the Excess Application Forms will be despatched to those relevant Shareholders' addresses (as shown on the register of members of the Company) by ordinary post on Monday, 15 August 2011 at their own risks.
Dealings in the Offer Shares are expected to commence on the Stock Exchange at 9:00 a.m. on Wednesday, 17 August 2011.
ADJUSTMENTS TO THE EXERCISE PRICES AND NUMBER OF THE OUTSTANDING OPTIONS
The Company's auditors have issued a report dated 12 August 2011 with respect to the calculations of the effects of the Open Offer 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 Open Offer are disclosed in this announcement.
Reference is made to the prospectus of Eternity Investment Limited (the "Company") dated 26 July 2011 (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 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.
At 4:00 p.m. on Tuesday, 9 August 2011, being the Latest Time for Acceptance, (i) a total of 12 valid acceptances of Offer Shares have been received for a total of 3,478,335,955 Offer Shares, representing approximately 52.61% of the total number of the Offer Shares available for subscription under the Open Offer; and (ii) a total of 11 valid applications for excess Offer Shares have been received for a total of 10,084,733 Offer Shares, representing approximately 0.32% of the number of Offer Shares available for application for excess Offer Shares. Accordingly, a total of 23 valid applications of 3,488,420,688 Offer Shares have been received, representing approximately 52.76% of the total number of 6,611,960,980 Offer Shares under the Open Offer.
The Open Offer has become unconditional at 4:00 p.m. on Friday, 12 August 2011.
— 2 —
Underwriting arrangements
Based on the results of the Open Offer as set out above, the Open Offer was under-subscribed by 3,123,540,292 Offer Shares, representing approximately 47.24% of the total number of Offer Shares and approximately 39.36% 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, Kingston has procured subscription for all the 3,123,540,292 Untaken Shares by subscribers who are Independent Third Parties.
Excess application
Regarding the 10,084,733 Offer Shares being applied for by way of excess application, the Board has resolved to allot the full number of excess Offer Shares being applied for by each of the Qualifying Shareholders who has submitted valid Excess Application Form and accordingly a total of 10,084,733 Offer Shares will be allotted under the excess application.
Despatch of share certificates and commencement of dealings in Offer Shares
The share certificates for the Offer Shares in respect of the valid acceptances of the Offer Shares under the Application Forms and successful applications for excess Offer Shares under the Excess Application Forms will be despatched to those relevant Shareholders’ addresses (as shown on the register of members of the Company) by ordinary post on Monday, 15 August 2011 at their own risks.
Dealings in the Offer Shares are expected to commence on the Stock Exchange at 9:00 a.m. on Wednesday, 17 August 2011.
— 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 before and after completion of the Open Offer:
| | Immediately before
completion of the
Open Offer | | Immediately after
completion of the
Open Offer | |
| --- | --- | --- | --- | --- |
| | No. of Shares | Approx. % | No. of Shares | Approx. % |
| Mr. Lei (Note a) | 220,280,000 | 16.66 | 1,321,680,000 | 16.66 |
| Thought Diamond | 106,000,000 | 8.02 | 636,000,000 | 8.02 |
| Mr. Chan Kin Wah, Billy (Note a) | 1,320,000 | 0.10 | 1,320,000 | 0.02 |
| Public: | | | | |
| Kingston | 1 | 0.00 | 1 | 0.00 |
| Subscribers procured by Kingston (Note b) | — | 0.00 | 3,123,540,292 | 39.36 |
| Other public Shareholders | 994,792,195 | 75.22 | 2,851,812,883 | 35.94 |
| Total | 1,322,392,196 | 100.00 | 7,934,353,176 | 100.00 |
Notes:
a. Mr. Lei and Mr. Chan Kin Wah, Billy are the executive Directors.
b. Each of the subscribers procured by Kingston pursuant to the Underwriting Agreement holds less than 5% of the enlarged issued share capital of the Company immediately after completion of the Open Offer.
— 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 Open Offer are 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$244.66 | HK$218.066 | 201,940 | 226,566 |
| 13 December 2004 to 12 December 2014 | HK$182.54 | HK$162.698 | 293,026 | 328,760 |
| 22 March 2007 to 21 March 2017 | HK$44.25 | HK$39.440 | 160,701 | 180,298 |
| 31 May 2007 to 30 May 2017 | HK$65.87 | HK$58.710 | 841,016 | 943,578 |
| Total | 1,496,683 | 1,679,202 |
The Company's auditors have issued a report dated 12 August 2011 with respect to the calculations of the effect of the Open Offer on the exercise prices and number of the outstanding Options.
By Order of the Board
Eternity Investment Limited
Lei Hong Wai
Chairman
Hong Kong, 12 August 2011
As at the date of this announcement, the Board comprises three executive Directors namely, Mr. Lei Hong Wai, Mr. Cheung Kwok Wai, Elton 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.