EXHIBIT 10.2.1
***Informal translation – for information
purposes only***
PARTIAL ASSET CONTRIBUTION
AGREEMENT
The present document is hereinafter referred to
as the “Agreement”.
BETWEEN:
1.
SAMSONITE , a company with limited liability (
société par actions simplifiées ), with a
share capital of 720,000 EUR, with its registered office at
27, rue de la Rochefoucauld, 75009 Paris and registered with the
commercial register of Paris under number 652 024 159 RCS Paris,
represented by Mr Marc Matton, in the capacity of chairman, duly
authorised,
(hereinafter referred to as
“SAMSONITE” )
2.
ARTOIS PLASTURGIE
, a company with limited liability (
société par actions simplifiées ), with a
share capital of 37,000 EUR, with its registered office at
128, boulevard Haussmann, 75008 Paris and registered with the
commercial register under number 483 173 308 RCS Paris, represented
by Mr Marc Matton, in the capacity of chairman, duly
authorised,
(hereinafter referred to as
“ARTOIS PLASTURGIE” )
The undersigned 1 and 2 are hereinafter
collectively referred to as the “Parties”
.
WHEREAS:
1.
AIMS AND
MOTIVATION
(a)
SAMSONITE is a French company of
which the corporate purpose is defined as follows in article 3
of its articles of association:
“The Company has as its
purpose, directly or indirectly, in France as well as
abroad:
•
the agency, the representation,
the manufacturing, the purchase, the wholesale and retail of
consumer goods.
And in general:
•
all commercial, industrial,
civil, immovable, movable, financial and other transactions of
whatsoever nature which might, directly or indirectly, be related
to or useful to this purpose or which might facilitate its
realisation.
The company can participate in
and be interested in any companies and undertakings of which the
activity might facilitate the realisation of its corporate
purpose.
It may act directly or
indirectly, both solely and in association, participation, grouping
or company with any persons or companies and realise under
whatsoever form the transactions within its
purpose.”
The duration of SAMSONITE was
prolonged by decision of the Extraordinary General Assembly of 9
August 2004 for a duration of 25 years, being effective as of
1 February 2025, i.e. until 1 February 2050.
1
Its share capital amounts to 720,000
EUR, divided into 45,000 shares each with a nominal value of 16
EUR.
SAMSONITE is administered by a
Chairman, Mr Marc Matton.
(b)
ARTOIS PLASTURGIE is a French
company which was only recently registered and of which the
corporate purpose is defined as follows in article 3 of its
articles of association:
“The Company has as its
purpose in all countries:
•
The conception, production,
manufacturing and the merchandising under whatsoever form of any
materials and products, in particular the manufacturing of luggage,
plastic moulding objects and of any products, services, counselling
and assistance in these fields.
•
The constitution, acquisition and
exploitation of any establishments relating to its corporate
purpose,
•
All of this directly or
indirectly, on its own account or on the account of third
parties, both solely and with third parties, by way of
constitution of new companies, contribution, limited partnership,
underwriting, purchase of titles or corporate rights, merger,
alliance, silent partnership or the hiring, renting or
administering of any goods or rights or otherwise,
•
and more generally, all
commercial, financial, industrial, movable and immovable
transactions of whatsoever nature, relating directly or indirectly
to the corporate purpose or to any similar, connected or
complementary purposes, which might facilitate its realisation or
extension.”
The duration of ARTOIS PLASTURGIE
was fixed at 99 years starting from the date of its registration
with the commercial register, being 11 July 2005.
Its share capital amounts to 37,000
EUR, divided into 37,000 shares held 100% by SAMSONITE.
ARTOIS PLASTURGIE is administered by
a Chairman, Mr Marc Matton.
(c)
Due to difficulties experienced,
SAMSONITE decided to assign the manufacturing activities for
luggage and plastic products carried out at its Hénin Beaumont
site under the name SIC.
With this goal, and rather
than proceeding with the closing of this site, SAMSONITE has tried
to find a transferee for this site.
In order to facilitate the take-over
process of the site, SAMSONITE decided to constitute a new company
in the person of ARTOIS PLASTURGIE, to which the production means
related to the manufacturing activities of luggage and plastic
products, formerly carried out by SAMSONITE at the
Hénin-Beaumont site under the name SIC, will be
transferred.
2.
SUBMISSION TO THE REGIME OF
DEMERGERS
By explicit agreement between the
Parties, and pursuant to article L. 236-22 of the Commercial
Code, the Parties agree that the partial contribution transaction
as defined by the Agreement will be subject to the provisions of
articles L. 236-16 up to L. 236-21 of the Commercial
Code.
2
3.
ENDING OF THE
ACCOUNTS
The financial year of each of the
Parties ends:
(i)
for SAMSONITE, on 31 December, the
annual accounts of the financial year ending on 31
December 2004 being approved by the sole shareholder on 30
May 2005;
(ii)
for ARTOIS PLASTURGIE, on 31
December, the first financial year will end on 31
December 2006 and the annual accounts of this first financial
year will need to be approved by the sole shareholder or by the
shareholders before 30 June 2007;
The inventories and balance sheets
have served for determining on the one hand the assets and the
liabilities which will be transferred to ARTOIS PLASTURGIE or which
will be taken over by the latter, and, on the other hand, the
remuneration for the partial net asset contribution agreed by
SAMSONITE, the transferring company.
ARTOIS PLASTURGIE, registered since
11 July 2005, has established an intermediate
financial report on 11 July 2005 and has not had any activity.
Therefore the net financial situation of ARTOIS PLASTURGIE on the
date of the Agreement will be used. As to the determination of the
exchange ratio, the loss determined in this situation corresponding
to the costs of the constitution of the company ARTOIS PLASTURGIE
and which have no impact on the economic value of the latter,
evaluated at 37,000 EUR, will not be taken into account.
IT HAS BEEN AGREED AS
FOLLOWS:
ARTICLE 1.
PARTIAL ASSET
CONTRIBUTION
SAMSONITE transfers to ARTOIS PLASTURGIE, under
the ordinary conditions, the conditions by operation of law and the
conditions stipulated in the Agreement, the movable and immovable
means of production designated and evaluated hereinafter, related
to the manufacturing activities for the luggage on the one hand and
for the plastic products under the name SIC on the other
hand, including specific production capacity adapted to the
manufacturing of the mentioned products, the activities in question
(hereinafter “the Activities”) being carried out at the
site located at 504/520 boulevard Fernand Darchicourt, 62110
HÉNIN-BEAUMONT.
“Plastic products under the name
SIC” means: manufacturing activities of plastic products
principally for the automobile and motorcycle industry sectors and
the associated know-how, developed by SAMSONITE at the
Hénin-Beaumont site before the effective date of the present
contribution on the basis of the know-how acquired in the luggage
industry.
ARTICLE 2.
TRANSFERRED
ASSETS
The present partial asset contribution being a
transaction of transfer to a subsidiary followed by a transfer of
titles to a company under distinct control, the immovable assets
are valued at their real value and will be retained at their real
value in the books of the beneficiary company of the
contribution.
The net assets transferred by SAMSONITE to
ARTOIS PLASTURGIE include the following goods and
assets:
(a)
the business of manufacturing of
luggage and plastic products under the name SIC valued on 31
August 2005 at 1 EUR,
3
(b)
land and premises including the
leasing contracts, the totality of these elements being valued at
31 August 2005 of which a descriptive list is attached in
Annex 2a to the Agreement, certified by SAMSONITE, the
totality of these elements being valued at:
fully owned property: 1,732,000
EUR,
leases: 1 euro, it must be noted
that the amount of the payments still due under the leasing
contracts was deducted from the value of the fully owned
premises,
(c)
the materials and tools used in the
carrying out of the transferred activity, described and valued
element by element on 31 August 2005 of which a list is
attached in Annex 2b to the Agreement, certified by
SAMSONITE, the totality of these elements being valued at 527,693
euros,
(d)
the office, movable property,
vehicles and IT material, used in the carrying out of the
transferred activity, described and estimated element by element on
31 August 2005 in a list attached in Anne
