Dominion General Investment Corporation
TSX VENTURE : DGA.P

July 31, 2015 10:14 ET

Dominion General Investment Corporation Announces Proposed Qualifying Transaction With Hampton Equity Partners Limited

TORONTO, ONTARIO--(Marketwired - July 31, 2015) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.

Dominion General Investment Corporation (TSX VENTURE:DGA.P) ("Dominion") is pleased to announce that Dominion has entered into a letter of intent dated July 29, 2015 with Hampton Equity Partners Limited ("HEPL"), a corporation existing under the laws of the Province of Ontario, to complete a going-public transaction for HEPL (the "Proposed Transaction").

It is currently anticipated that the Proposed Transaction will proceed by way of a share exchange, pursuant to which HEPL will become a wholly-owned subsidiary of Dominion. For convenience, Dominion, as it will exist after completion of the Proposed Transaction, is sometimes referred to herein as the "Resulting Issuer".

Dominion intends that the Proposed Transaction will constitute its "Qualifying Transaction" under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "TSXV"). The Proposed Transaction will be an arm's length transaction.

Information Concerning HEPL

HEPL was established in 2014 as a private equity firm with a goal of building a portfolio of operating business units within the financial services sector.

HEPL's objectives are to provide shareholders with: (i) regular cash dividends commencing at the earliest opportunity; and (ii) the potential for capital appreciation and enhanced long-term risk adjusted returns.

As part of its proprietary investment strategy, HEPL also intends to build an actively managed portfolio comprised primarily of North American high yield equity securities that exhibit a combination of low volatility and sustainable cash flows. This portfolio will incorporate a disciplined risk management process, using derivative securities and rebalancing to reduce exposure to increases in volatility in order to mitigate the potential for capital losses.

Through its wholly owned subsidiary Hampton Securities Limited, an IIROC-regulated investment dealer since 1996, HEPL also offers wealth management and capital markets services.

Information Concerning Dominion

Dominion is a capital pool company governed by the policies of the TSXV. The principal business of Dominion is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.

Information Concerning the Proposed Transaction

If the Proposed Transaction is completed, it is anticipated that the board of directors of the Resulting Issuer (the "New Slate") will consist of between three (3) and seven (7) directors, all of whom will be nominated by HEPL, and the executive officers of the Resulting Issuer will be appointed by the New Slate. It is anticipated that the current executive officers of HEPL will become executive officers of the Resulting Issuer.

Prior to the completion of the Proposed Transaction and subject to shareholder approval, it is anticipated Dominion will amend its articles to: (i) reclassify the issued and outstanding common shares of Dominion as subordinate voting shares (the "Subordinate Voting Shares"); and (ii) create a new class of multiple voting shares ("Multiple Voting Shares"). The Multiple Voting Shares will rank equally with the Subordinate Voting Shares with respect to entitlement to dividends and on liquidation, but will each carry twenty (20) votes per share. The Multiple Voting Shares will be convertible at any time, at the election of the holder thereof, into Subordinate Voting Shares on a one-for-one basis. It is intended that the Subordinate Voting Shares will be listed on the TSXV only.

Pursuant to the Proposed Transaction, it is intended that all of the common shares and Class A shares of HEPL will be exchanged for Subordinate Voting Shares and Multiple Voting Shares, respectively, on the a basis that reflects the relative values of HEPL and Dominion. Following the completion of the Proposed Transaction, current securityholders of HEPL will hold a significant majority of the outstanding Subordinate Voting Shares of the Resulting Issuer and all of the Multiple Voting Shares.

For the purposes of the Proposed Transaction, the deemed value of each common share of Dominion will be determined by the parties in the context of the Proposed Transaction, but in any event will not be less than $1.00.

A comprehensive press release with further particulars relating to the Proposed Transaction and the Resulting Issuer will follow in accordance with the policies of the TSXV.

Cautionary Statements

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence; execution of a definitive agreement in respect of the Proposed Transaction; receipt of regulatory approvals; acceptance of the Proposed Transaction as Dominion's Qualifying Transaction by the TSXV; receipt of approval for the listing of the Subordinate Voting Shares of the Resulting Issuer on the TSXV; and shareholders of each of Dominion and HEPL approving the Proposed Transaction and/or other actions necessary to complete the Proposed Transaction. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

Trading in securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

The information provided in this press release regarding HEPL has been provided by HEPL and has not been independently verified by Dominion.

The securities referred to in this press release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This press release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

Notice on forward-looking statements

This release includes forward-looking statements regarding Dominion, HEPL and their respective businesses, as well as forward-looking statements regarding the Proposed Transaction. Such statements are based on the current expectations and views of future events of the management of each entity, respectively, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying the statements relevant to its business are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the Proposed Transaction (and the proposed terms upon which each is proposed to be completed) and the ability of HEPL to execute on its business plan, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the technology industry, market conditions, economic factors, HEPL's management's ability to manage and to operate the business and the equity markets generally. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Dominion undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Contact Information

  • Dominion General Investment Corporation
    Robbie Grossman
    Corporate Secretary
    (416) 865-7209

    Hampton Equity Partners Limited
    Peter Deeb
    Chief Executive Officer
    (416) 862-8651