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Samsonite Group S.A. — Share Issue/Capital Change 2011
Jul 10, 2011
50259_rns_2011-07-10_91b4d10f-a185-4176-8a6a-e40bad0083cf.pdf
Share Issue/Capital Change
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Unless otherwise defined in this announcement, terms defined in the prospectus dated 3 June 2011 (the "Prospectus") issued by Samsonite International S.A. (the "Company") have the same meanings when used in this announcement.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares.
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") and Hong Kong Securities Clearing Company Limited ("HKSCC") 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.

SAMSONITE INTERNATIONAL S.A.
新秀麗國際有限公司
13-15 Avenue de la Liberté, L-1931 Luxembourg
R.C.S. LUXEMBOURG: B 159469
(Incorporated under the laws of Luxembourg with limited liability)
(Stock Code: 1910)
PARTIAL EXERCISE OF OVER-ALLOTMENT OPTION
The Company announces that the Over-allotment Option referred to in the Prospectus was partially exercised by the Joint Global Coordinators on behalf of the International Underwriters on 8 July 2011 requiring the CVC Funds and RBS (the "Over-allotment Lenders") to sell 24,664,700 additional Shares (the "Over-allotment Shares"), representing approximately $3.7\%$ of the Offer Shares initially being offered under the Global Offering before any exercise of the Over-allotment Option to cover over-allocations in the International Offering.
The Over-allotment Shares will be sold by the Over-allotment Lenders (as the case may be) at HK$14.50 per Share (excluding brokerage fee of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%), being the Offer Price per Share under the Global Offering.
The Company announces that the Over-allotment Option has been partially exercised by the Joint Global Coordinators on behalf of the International Underwriters on 8 July 2011 to require the Over-allotment Lenders to sell 24,664,700 additional Shares, representing approximately $3.7\%$ of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option to cover over-allocations in the International Offering.
The Over-allotment Shares will be sold by the Over-allotment Lenders at HK$14.50 per Share (excluding brokerage of 1%, SFC transaction levy of 0.003% and Hong Kong Stock Exchange trading fee of 0.005%), being the Offer Price per Share under the Global Offering. The Over-allotment Shares will be used to, among other things, cover over-allocations in the International Offering.
Listing of and permission to deal in the Over-allotment Shares has already been granted by the Listing Committee of the Hong Kong Stock Exchange. Listing of and dealings in such Over-allotment Shares are expected to commence on the Main Board of the Hong Kong Stock Exchange at 9:30 a.m. on 13 July 2011.
As shown in the shareholding structure of the Company set out below, immediately before the exercise of the Over-allotment Option, approximately 48% of the issued share capital of the Company was held by public shareholders, such shareholding percentage will be increased to approximately 49% immediately upon the exercise of the Over-allotment Option.
The shareholding structure of the Company immediately before and immediately after the sale of the Over-allotment Shares by the Over-allotment Lenders is as follows:
| Shareholders | Immediately before the sale of the Over-allotment Shares | Immediately after the sale of the Over-allotment Shares | ||
|---|---|---|---|---|
| Number of Shares | Approximate percentage of issued share capital | Number of Shares | Approximate percentage of issued share capital | |
| CVC Funds | 418,913,715 | 29.8% | 403,281,766 | 28.7% |
| RBS | 222,853,235 | 15.8% | 213,820,484 | 15.2% |
| Tim Parker | 56,285,480 | 4.0% | 56,285,480 | 4.0% |
| Management | 37,848,974 | 2.7% | 37,848,974 | 2.7% |
| Public Shareholders | 671,235,600 | 47.7% | 695,900,300 | 49.5% |
| Total | 1,407,137,004 | 100.0% | 1,407,137,004 | 100.0% |
The Company will not receive any of the proceeds from the sale of the Over-allotment Shares by the Over-allotment Lenders pursuant to the exercise of the Over-allotment Option.
By order of the Board
Samsonite International S.A.
Timothy Parker
Chairman
As of the date of this announcement, the executive Directors are Timothy Parker, Kyle Gendreau and Ramesh Tainwala, the non-executive Directors are Nicholas Clarry, Bruce Hardy McLain and Keith Hamill and the independent non-executive Directors are Paul Etchells, Miguel Ko and Ying Yeh.
Hong Kong, 11 July 2011