Samsonite Group S.A. (1910) Announces Proposed Dual Listing Issuance Mandate, Amendments to Articles, and Treasury Share Cancellation

Bulletin Express
02/13

Samsonite Group S.A. (1910) released an announcement stating that it intends to pursue a dual listing of its shares in the United States, potentially in the form of American depositary shares. Subject to prevailing conditions, the board of directors may issue new shares at the time of this potential listing.

The company is seeking shareholder approval for a Dual Listing Issuance Mandate to allot and issue up to 138,306,408 new shares, equivalent to 9.97% of total issued shares (excluding treasury shares) as of the announcement date. This mandate will not exceed the dilution level approved at the June 2025 annual general meeting. The new shares, if issued, would be priced at no more than a 15% discount to the last closing price preceding the signing of an underwriting agreement, in line with relevant listing rules. Any net proceeds from the planned share issuance are currently expected to be used for working capital and other general corporate purposes.

In addition, Samsonite proposes amendments to its Articles of Incorporation to facilitate listing ADSs on a U.S. stock exchange. It also plans to remove certain provisions no longer required under the Hong Kong listing regulations and align notice period requirements with Luxembourg law.

The company further proposes cancelling all of its outstanding treasury shares upon completion of the potential dual listing. Samsonite earlier repurchased 79.30 million shares under a share buyback program, totaling US$200.04 million. This share cancellation aims to offset dilution from new share issuances, outstanding share options, and restricted share units.

The ordinary and extraordinary general meetings are scheduled for Thursday, March 19, 2026, at which shareholders will vote on the Dual Listing Issuance Mandate, the proposed amendments to the Articles of Incorporation, and the proposed cancellation of treasury shares. Detailed information and meeting notices will be provided to shareholders in due course.

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