12:07:10 EDT Tue 16 Apr 2024
Enter Symbol
or Name
USA
CA



Sun Entertainment Holding Corp
Symbol SED
Shares Issued 11,921,679
Close 2014-09-25 C$ 0.09
Market Cap C$ 1,072,951
Recent Sedar Documents

Sun Entertainment to borrow $437,662 to go private

2014-09-30 19:31 ET - News Release

Mr. Terrence Lashman reports

SUN ENTERTAINMENT ENTERS INTO SUPPORT AGREEMENT FOR GOING-PRIVATE TRANSACTION

Sun Entertainment Holding Corp. has entered into a support agreement with a group of its shareholders in respect of a going-private transaction for the company, whereby the company would redeem all of its outstanding common shares in the capital of the company held by shareholders other than the majority shareholders at a redemption price of 10 cents per share for the purposes of cancellation. The redemption price represents an approximate 250-per-cent premium over the four-cent-per-share closing price for the shares on the TSX Venture Exchange over the last 30 trading days prior to the company's news release dated Sept. 3, 2014, announcing the transaction. The transaction is expected to be effected by the company first adopting new articles, which include redemption features for the shares, and then completing the transaction in accordance with the redemption provisions and the support agreement.

In accordance with the support agreement, Andsome Management, one of the majority shareholders and a related party of the company, has agreed to loan to the company the financing necessary to redeem the shares held by the minority shareholders, approximately $437,662 in total. The loan, when advanced, will be unsecured, non-interest bearing and evidenced by a demand promissory note. The company intends to request financing from Andsome under the loan if the minority shareholders and the exchange approve the transaction and the company and the majority shareholders decide to proceed with the transaction in accordance with the terms of the support agreement. The majority shareholders collectively control, directly or indirectly, 7,545,046 shares representing approximately 63 per cent of the total 11,921,679 issued and outstanding shares of the company.

Following closing of the proposed transaction, the majority shareholders are expected to be the only shareholders of the company, and the company intends to apply to cease to be listed on the exchange and to cease to be a reporting issuer in British Columbia and Alberta. The closing remains subject to a number of conditions, including, without limitation, approval of the exchange, approval of a majority of the minority shareholders and other customary conditions as set out in the support agreement.

The company has called an annual general and special meeting of the shareholders of the company for Nov. 3, 2014, to consider, among other things, approval of the new articles, the redemption provisions and the transaction and seek the requisite shareholder approval. The company has prepared an information circular dated Sept. 29, 2014, in connection with the meeting, which will be filed on SEDAR under the company's profile and provided to shareholders together with proxies for the meeting.

The special committee of independent directors established to review and consider the transaction has engaged Evans & Evans Inc., an independent business valuator, to prepare a fairness opinion in connection with the transaction. The fairness opinion dated Sept. 29, 2014, prepared by the valuator for the independent committee, concluded, based on the assumptions and qualifications set out therein, that the transaction is fair, from a financial point of view, to the minority shareholders. A copy of the fairness opinion is included in the information circular.

The majority shareholders group is composed of Andsome, the Singleton Family Trust No. 1, John A. Singleton and Mary Cook Singleton. Mr. Singleton is a director and officer of the company and owns 505,000 shares directly and 263,200 shares jointly with his spouse Ms. Singleton, and has control and direction over the 4,888,850 shares held by Andsome, a partnership jointly owned by Mr. Singleton and the trust. The beneficiaries of the trust are the members of the family of the late Shelby S. Singleton. The trust owns 1,187,996 shares which are controlled and directed by the trustee of the trust, Harlan Dodson III. In addition, Ms. Singleton directly owns 700,000 shares.

Mr. Singleton has disclosed his interest in the transaction, including the loan, to the board and abstained from voting on the transaction and loan in accordance with applicable corporate legislation. The shares owned by the majority shareholders will be excluded from voting on the disinterested shareholder approval of the adoption of the new articles and on the approval of the transaction.

We seek Safe Harbor.

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