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Samsonite Group S.A. Share Issue/Capital Change 2011

Jun 3, 2011

50259_rns_2011-06-02_b7e33468-9db2-4689-a529-7e9519b1e46e.pdf

Share Issue/Capital Change

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This announcement is for information purposes only and does not constitute an offer or an invitation by any person to acquire, purchase or subscribe for securities. Potential investors should read the prospectus dated June 3, 2011 (the "Prospectus") issued by Samsonite International S.A. (the "Company") for detailed information about the Company and the Global Offering before deciding whether or not to invest in the shares being offered.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the "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.

Unless defined herein, terms used in this announcement shall have the same meanings as those defined in the Prospectus.

Samsonite®
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)

GLOBAL OFFERING

Number of Offer Shares under the Global Offering : 671,235,600 Shares (comprising 121,100,005 New Shares and 550,135,595 Sale Shares and subject to the Over-allotment Option)

Number of Hong Kong Offer Shares : 67,123,800 New Shares (subject to adjustment)

Number of International Offer Shares : 604,111,800 Shares (comprising 53,976,205 New Shares and 550,135,595 Sale Shares and subject to adjustment and the Over-allotment Option)

Maximum Offer Price : HK$17.50 per Offer Share plus brokerage of one percent, SFC transaction levy of 0.003 percent and Stock Exchange trading fee of 0.005 percent (payable in full on application in Hong Kong dollars and subject to refund)

Nominal value : US$0.01 per Share
Stock code : 1910

Sole Sponsor, Joint Global Coordinator and Joint Bookrunner

Goldman Sachs

Joint Global Coordinators and Joint Bookrunners

HSBC Morgan Stanley

Joint Bookrunners

UBS

RBS The Royal Bank of Scotland


Application has been made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the shares of the Company (the "Shares"), comprising (a) the Hong Kong Public Offering of initially 67,123,800 Shares (subject to adjustment), (b) the International Offering of initially 604,111,800 Shares (subject to adjustment) and (c) any Shares which may be offered in connection with the Over-allotment Option (which, if exercised in full, amounts to 100,685,100 Shares). In the event that the Over-allotment Option is exercised, an announcement will be made by the Company.

Applications for the Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus and related application forms.

Applicants who wish the Hong Kong Offer Shares to be allotted in their own names should (i) complete and sign the WHITE Application Forms; or (ii) submit applications online through the designated website of the White Form eIPO Service Provider at www.eipo.com.hk. Applicants who wish to have the Hong Kong Offer Shares allotted in the name of HKSCC Nominees Limited and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should either (i) complete and sign the YELLOW Application Forms; or (ii) give electronic application instructions to HKSCC via CCASS.

Copies of the Prospectus, together with WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. on June 3, 2011 until 12:00 noon on June 9, 2011, from:

  1. Goldman Sachs (Asia) L.L.C., 68/F, Cheung Kong Center, 2 Queen's Road Central, Hong Kong; or
  2. The Hongkong and Shanghai Banking Corporation Limited, Level 15, 1 Queen's Road Central, Hong Kong; or
  3. Morgan Stanley Asia Limited, 46/F, International Commerce Centre, 1 Austin Road West, Hong Kong; or
  4. UBS AG, Hong Kong Branch, 52/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong; or
  5. The Royal Bank of Scotland N.V., Hong Kong Branch, 38/F, Cheung Kong Center, 2 Queen's Road Central, Hong Kong; or
  6. Sun Hung Kai International Limited, 42/F, The Lee Gardens, 33 Hysan Avenue, Causeway Bay, Hong Kong; or

2


  1. any of the following branches of the receiving banks for the Hong Kong Public Offer:

Bank of China (Hong Kong) Limited

Branch Name Address
Hong Kong Island Bank of China Tower Branch 3/F, 1 Garden Road
Lee Chung Street Branch 29–31 Lee Chung Street, Chai Wan
Kowloon Mong Kok (President Commercial Centre) Branch 608 Nathan Road, Mong Kok
Whampoa Garden Branch Shop G8B, Site 1, Whampoa Garden, Hung Hom
Kwun Tong Branch 20–24 Yue Man Square, Kwun Tong
New Territories Tai Po Branch 68–70 Po Heung Street, Tai Po Market

The Hongkong and Shanghai Banking Corporation Limited

Branch Name Address
Hong Kong Island Hong Kong Office Level 3, 1 Queen’s Road Central
Des Voeux Road Central Branch China Insurance Group Bldg, 141 Des Voeux Road Central
North Point Branch G/F, Winner House, 306–316 King’s Road, North Point
Kowloon Kwun Tong Branch No. 1, Yue Man Square, Kwun Tong
Mong Kok Branch Basement & U/G, 673 Nathan Road, Mong Kok
New Territories East Point City Branch Shop No. 198, East Point City, 8 Chung Wa Road, Tseung Kwan O
Tuen Shing Street Branch Shop No. 1225, 1/F, Tuen Mun Town Plaza Phase 1, 1 Tuen Shing Street, Tuen Mun
Shatin Plaza Branch Shop 49, Level 1, Shatin Plaza, 21–27 Sha Tin Centre Street, Sha Tin

Industrial and Commercial Bank of China (Asia) Limited

Branch Name Address
Hong Kong Island Queen’s Road Central Branch 122–126 Queen’s Road Central, Central
Wanchai Branch 117–123 Hennessy Road, Wanchai
Aberdeen Branch Shop 7A, G/F, Site 1, Aberdeen Centre
Kowloon Tsimshatsui East Branch Shop B, G/F, Railway Plaza, 39 Chatham Road South, Tsimshatsui
Prince Edward Branch 777 Nathan Road, Mongkok
New Territories Sha Tsui Road Branch Shop 4, G/F., Chung On Building, 297–313 Sha Tsui Road, Tsuen Wan

Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained during normal business hours from 9:00 a.m. on Friday, June 3, 2011 until 12:00 noon on Thursday, June 9, 2011 at the Depository Counter of HKSCC at 2nd Floor, Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong.

Applicants submitting a White Form eIPO through the designated website www.eipo.com.hk of White Form eIPO Service Provider may do so from 9:00 a.m. on Friday, June 3, 2011 until 11:30 a.m. on Thursday, June 9, 2011 or such later time as described in the section headed "How to Apply for Hong Kong Offer Shares — Effect of Bad Weather on the Opening of the Application Lists" in the Prospectus (24 hours daily, except the last day of application).

CCASS Participants can input electronic application instructions from 9:00 a.m. on Friday, June 3, 2011 until 12:00 noon on Thursday, June 9, 2011.

Please refer to the "Structure of the Global Offering" and "How to Apply for the Hong Kong Offer Shares" sections of the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.

The Company expects to announce the Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares on Wednesday, June 15, 2011 in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese), on the website of the Stock Exchange (www.hkexnews.hk) and on the Company's website (www.samsonite.com). Results of allocations and the Hong Kong identity card/passport/Hong Kong Business Registration numbers of successful applicants under the Hong Kong Public Offering will be available through a variety of channels from Wednesday, June 15, 2011. Dealing in the Shares on the Stock Exchange is expected to commence on Thursday, June 16, 2011. The Shares will be traded in board lots of 300 Shares. The Company will not issue any receipts for sum paid on application or any temporary documents of title.

By order of the Board
SAMSONITE INTERNATIONAL S.A.
Mr. Timothy Parker
Chairman

Hong Kong, June 3, 2011

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.

  • For identification purposes only

Please also refer to the published version of this announcement in the South China Morning Post.