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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

ORIGINAL: Sun Entertainment to borrow $437,662 to go private

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

Received by email:

File: Sun Entertainment - News ReleaseAnnouncing Support Agreement and Information Circular.docx

Trading Symbol:  SED.V  (TSXV)
 PRESS RELEASE
 12G3(B)#82-1776
 
 Trading Symbol:  SETHF (OTCGrey)
 September 30, 2014
 Standard & Poor's Listed
 
 
SUN ENTERTAINMENT ENTERS INTO  SUPPORT AGREEMENT FOR GOING PRIVATE TRANSACTION
September 30, 2014 - Vancouver, British Columbia - Sun Entertainment Holding Corporation (the "Company") announces tha
--->t it has entered into a support agreement (the "Support Agreement") with a group of its shareholders (collectively, th
--->e "Majority Shareholders") in respect of a going private transaction for the Company (the "Transaction"), whereby the 
--->Company would redeem all of its outstanding common shares in the capital of the Company (each, a "Share") held by shar
--->eholders (collectively, the "Minority Shareholders") other than the Majority Shareholders at a redemption price of CDN
--->$0.10 per Share (the "Redemption Price") for the purposes of cancellation.  The Redemption Price represents an approxi
--->mate 250% premium over the CDN$0.04 per Share closing price for the shares on the TSX Venture Exchange (the "Exchange"
--->) over the last 30 trading days prior to the Company's news release dated September 3, 2014 announcing the Transaction
--->.  The Transaction is expected to be effected by the Company first adopting new Articles (the "New Articles") which in
--->clude redemption features for the Shares (the "Redemption Provisions"), and then completing the Transaction in accorda
--->nce with the Redemption Provisions and the Support Agreement.
In accordance with the Support Agreement, Andsome Management ("Andsome"), one of the Majority Shareholders and a relat
--->ed party of the Company, has agreed to loan (the "Loan") to the Company the funds necessary to redeem the Shares held 
--->by the Minority Shareholders, approximately CDN$437,662 in total.  The Loan, when advanced, will be unsecured, non-int
--->erest bearing and evidenced by a demand promissory note.  The Company intends to request funding from Andsome under th
--->e Loan if the Minority Shareholders and the Exchange approve the Transaction and the Company and the Majority Sharehol
--->ders 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
--->% of the total 11,921,679 issued and outstanding Shares of the Company.  Following closing of the proposed Transaction
---> ("Closing"), the Majority Shareholders are expected to be the only shareholders of the Company, and the Company inten
--->ds to apply to cease to be listed on the Exchange and to cease to be a reporting issuer in British Columbia and Albert
--->a.
The Closing remains subject to a number of conditions including, without limitation, approval of the Exchange, approva
--->l 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 (the "Meeting") for Novem
--->ber 3, 2014 to consider, among other things, approval of the New Articles, the Redemption Provisions and the Transacti
--->on and seek the requisite shareholder approval.  The Company has prepared an information circular dated September 29, 
--->2014 (the "Information Circular") in connection with the Meeting which will be filed on SEDAR at www.sedar.com under t
--->he Company's profile and provided to shareholders together with proxies for the Meeting.
The special committee of independent directors (the "Independent Committee") established to review and consider the Tr
--->ansaction has engaged Evans & Evans Inc. (the "Valuator"), an independent business valuator, to prepare a fairness opi
--->nion in connection with the Transaction.  The fairness opinion dated September 29, 2014 (the "Fairness Opinion") prepa
--->red by the Valuator for the Independent Committee concluded, based on the assumptions and qualifications set out there
--->in, that the Transaction is fair, from a financial point of view, to the Minority Shareholders.  A copy of the Fairnes
--->s Opinion is included in the Information Circular. 
The Majority Shareholders group is comprised of Andsome, the Singleton Family Trust #1 (the "Trust"), John A. Singleto
--->n, and Mary Cook Singleton.  John A. Singleton is a director and officer of the Company and owns 505,000 Shares direct
--->ly, 263,200 Shares jointly with his spouse Mary Cook Singleton, and has control and direction over the 4,888,850 Share
--->s 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 direc
--->ted by the trustee of the trust, Harlan Dodson III.  In addition, Mary Cook Singleton directly owns 700,000 Shares.  M
--->r. 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 Sha
--->reholders will be excluded from voting on the disinterested shareholder approval of the adoption of the New Articles a
--->nd on the approval of the Transaction. 
ON BEHALF OF THE BOARD OF DIRECTORS
"Terrence O. Lashman"
Terrence O. Lashman Director and Chair of the Independent Committee
For further information contact:
Terrence O. Lashman Telephone: 604-684-7929 Email: management@luxorcorp.com
Forward-Looking Statements:
This news release contains forward-looking statements relating to the proposed Transaction, including without limitati
--->on statements regarding the New Articles, the Redemption, the Redemption Price, the Fairness Opinion, the Loan, the pr
--->oposed delisting of the Shares from the Exchange after completion of the Transaction, the Meeting and the Company ceas
--->ing to be a reporting issuer. Such forward-looking statements are subject to risks, uncertainties and assumptions incl
--->uding without limitation the risk that the Transaction may not be completed for any reason whatsoever, that the shareh
--->olders or the Exchange may not approve the Transaction, that the Redemption may not be affected as set out in this new
--->s release, that the Shares may not be delisted from the Exchange following completion of the Transaction, that the Com
--->pany may not cease to be a reporting issuer upon completion of the Transaction, that the Meeting may not be held as co
--->ntemplated, that the Information Circular and other meeting materials may not be send to shareholders as expected and 
--->other risks. The results or events predicted in these forward-looking statements may differ materially from actual res
--->ults or events. As a result, you are cautioned not to place undue reliance on these forward-looking statements. The fo
--->rward-looking statements in this news release are made as of the date of this release. Except as required by applicabl
--->e law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statement
--->s, whether as a result of new information, future events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the 
--->TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.




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