Samsonite International S A : Continuing Connected Transactions in relation to Leave and License Agreements and Amenities Agreements

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新秀麗國際有限公司

13-15 Avenue de la Liberté, L-1931 Luxembourg

R.C.S. LUXEMBOURG: B 159.469

(Incorporated in Luxembourg with limited liability)

On August 25, 2016, Samsonite India entered into the Bagzone LLA and the Satya LLA with Bagzone and Satya, respectively, which will be effective from September 1, 2016 to December 31, 2018. On August 25, 2016, Samsonite India also entered into the Tainwala LLA with Tainwala Holdings for a period of one year with effect from September 1, 2016. The transactions under the Bagzone LLA, the Satya LLA and the Tainwala LLA are in the ordinary and usual course of the Company's business.

Each of Bagzone, Satya and Tainwala Holdings is a company controlled by certain members of the Tainwala Group. As Mr. Ramesh Tainwala is a director of the Company and the other members of the Tainwala Group are associates of Mr. Ramesh Tainwala, each of Bagzone, Satya and Tainwala Holdings is a connected person of the Company under Rule 14A.07(4) of the Listing Rules. Accordingly, each of the Bagzone LLA, the Satya LLA and the Tainwala LLA and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

The transactions under the Bagzone LLA, the Satya LLA and the Tainwala LLA will be aggregated with other transactions between the Group and the Tainwala Group in accordance with Rule 14A.83 of the Listing Rules. As the highest of the applicable percentage ratios (other than the profits ratio) under the Listing Rules in respect of the annual caps of each year for the transactions contemplated under the Bagzone LLA, the Satya LLA and the Tainwala LLA and other transactions between the Group and the Tainwala Group will, on an aggregated annual basis, be more than 0.1% but less than 5%, the transactions under the Bagzone LLA, the Satya LLA and the Tainwala LLA will constitute continuing connected transactions that are exempt from the circular (including independent financial advice) and shareholders' approval requirements under Rule 14A.76(2) of the Listing Rules.

The aggregate of the amounts payable by Samsonite India to Bagzone, Satya and Tainwala Holdings in respect of the Bagzone LLA, the Satya LLA and the Tainwala LLA, respectively, is subject to the annual caps set by the Company for all transactions with the Tainwala Group for the years ending December 31, 2016, 2017 and 2018, which are set out in the Company's announcement dated December 22, 2015.

1. INTRODUCTION

   The Board announces that on August 25, 2016, Samsonite India entered into the Bagzone LLA and the Satya LLA with Bagzone and Satya, respectively, which will be effective from September 1, 2016 to December 31, 2018.

   The Board also announces that on August 25, 2016, Samsonite India entered into the Tainwala LLA with Tainwala Holdings for a period of one year with effect from September 1, 2016. The principal terms of the Bagzone LLA, the Satya LLA and the Tainwala LLA are set out below.

2. THE BAGZONE LLA
3. Background

   On September 1, 2011, Samsonite India entered into a leave and license agreement and amenities agreement with Bagzone for a license in respect of office premises in Bangalore, India, which is effective until August 31, 2016. On August 25, 2016, Samsonite India entered into the Bagzone LLA with Bagzone to renew the license in respect of such office premises with effect from September 1, 2016 to December 31, 2018, details of which are set out below.

4. Date

   August 25, 2016

5. Parties

6. Samsonite India

7. Bagzone

8. Subject Matter

   The Bagzone LLA has been entered into with effect from September 1, 2016 and will expire on December 31, 2018.

   Under the Bagzone LLA, the parties agree that Bagzone shall grant a license to Samsonite India for the use of office premises in Bangalore, India, and that Samsonite India shall pay a license fee and amenities charges and applicable taxes, common area maintenance charges and property taxes of approximately INR375,000 (approximately US$5,625) per month to Bagzone. The license fee and amenities charges are subject to an increase of 5% on each anniversary of

   the Bagzone LLA. The Bagzone LLA is in the ordinary and usual course of the Company's business and the Company's independent property valuer, CBRE South Asia Private Limited, has confirmed that the Bagzone LLA is on normal commercial terms, as the license fees and amenities charges payable under it are within the reasonable range of the prevailing current market rates for similar properties in Bangalore, India.

   The Bagzone LLA may be renewed for further periods subject to agreement between the parties. Any renewal of the Bagzone LLA is subject to the parties complying with the relevant requirements of the Listing Rules.

9. Aggregate Annual Amounts Payable

   The aggregate annual amounts payable to Bagzone pursuant to the Bagzone LLA for the years ending December 31, 2016, 2017 and 2018 will be approximately INR1,500,000 (approximately US$22,500), INR4,950,000 (approximately US$74,250) and INR5,445,000 (approximately US$81,675), respectively.

10. Reasons for, and benefits of, the Bagzone LLA

    The entry into the Bagzone LLA from September 1, 2016 to December 31, 2018 will allow Samsonite India to continue to operate from its current office premises in Bangalore, India and enhance business efficiency by facilitating business operations of the Company in south India.

11. THE SATYA LLA
12. Background

    On September 1, 2011, Samsonite India entered into a leave and license agreement and amenities agreement with Satya for a license in respect of office premises in Gurgaon, India, which is effective until August 31, 2016. On August 25, 2016, Samsonite India entered into the Satya LLA with Satya to renew the license in respect of such office premises with effect from September 1, 2016 to December 31, 2018, details of which are set out below.

13. Date

    August 25, 2016

14. Parties

15. Samsonite India

16. Satya

17. Subject Matter

    The Satya LLA has been entered into with effect from September 1, 2016 and will expire on December 31, 2018.

    Under the Satya LLA, the parties agree that Satya shall grant a license to Samsonite India for the use of office premises in Gurgaon, India, and that Samsonite India shall pay a license fee and amenities charges and applicable taxes, common area maintenance charges and property taxes of approximately INR850,000 (approximately US$12,750) per month to Satya. The license fee and amenities charges are subject to an increase of 5% on each anniversary of the Satya LLA. The Satya LLA is in the ordinary and usual course of the Company's business and the Company's independent property valuer, CBRE South Asia Private Limited, has confirmed that the Satya LLA is on normal commercial terms, as the license fees and amenities charges payable under it are within the reasonable range of the prevailing current market rates for similar properties in Gurgaon, India.

    The Satya LLA may be renewed for further periods subject to agreement between the parties. Any renewal of the Satya LLA is subject to the parties complying with the relevant requirements of the Listing Rules.

18. Aggregate Annual Amounts Payable

    The aggregate annual amounts payable to Satya pursuant to the Satya LLA for the years ending December 31, 2016, 2017 and 2018 will be approximately INR3,400,000 (approximately US$51,000), INR11,220,000 (approximately US$168,300) and INR12,342,000 (approximately US$185,130), respectively.

19. Reasons for, and benefits of, the Satya LLA

    The entry into the Satya LLA from September 1, 2016 to December 31, 2018 will allow Samsonite India to continue to operate from its current office premises in Gurgaon, India and enhance business efficiency by facilitating business operations of the Company in north India.

20. THE TAINWALA LLA
21. Background

    On August 25, 2016, Samsonite India entered into the Tainwala LLA with Tainwala Holdings for a license in respect of warehouse space in Nashik, India for a period of one year with effect from September 1, 2016, details of which are set out below.

22. Date

August 25, 2016