TORONTO, ONTARIO--(Marketwired - Aug. 10, 2016) - Hampton Financial Corporation, formerly Dominion General Investment Corporation ("Dominion") (TSX VENTURE:DGA.P), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the "TSXV"), is pleased to announce the closing of its previously announced Qualifying Transaction with Hampton Equity Partners Limited ("Hampton"). As a result of the transactions completed in connection with the Qualifying Transaction, Dominion is now called "Hampton Financial Corporation" (the "Resulting Issuer") and Hampton is a wholly owned subsidiary of the Resulting Issuer.
Dominion received an amended conditional approval from the TSXV for its proposed arm's length Qualifying Transaction with Hampton and on July 28, 2016 filed an amended Filing Statement on SEDAR (www.sedar.com) pursuant to TSXV requirements in connection with the Qualifying Transaction. The Filing Statement is the disclosure document that outlines the details of the share exchange, the Concurrent Financing (defined below), information about Dominion and information about Hampton, and its business, including financial statements of Dominion and Hampton, and pro forma financial statements. Readers of this release are encouraged to review the information in the amended Filing Statement.
The Filing Statement has been amended to reflect the following:
- The private placement offering of Hampton securities was changed from a brokered offering of subscription receipts to a non-brokered offering of common shares of Hampton, closing concurrently with the Qualifying Transaction (the "Concurrent Financing").
- The private placement offering of Hampton securities was changed from a minimum of $2,000,000 (2,000,000 subscription receipts) and maximum of $20,000,000 (20,000,000 subscription receipts) at $1.00 per subscription receipt to a minimum of $1,000,000 (800,000 Hampton common shares) and up to $22,000,000 (17,600,000 Hampton common shares) at the price of $1.00 per 0.8 Hampton common shares.
- Deeb & Company Limited ("Deeb & Co"), a corporation controlled by Peter Deeb, CEO of Hampton, sold to Hampton its receivable from Hampton Securities Limited, a subsidiary of Hampton, for the principal amount of $1,035,000 payable by Hampton to Deeb & Co and then converted $1,000,000 of such principal amount into 800,000 Hampton Common Shares at the rate of 0.8 Hampton Common Shares for each $1.00 of such principal. Hampton issued a promissory note to Deeb & Co for the remaining $35,000 of principal.
Pursuant to the Concurrent Financing Hampton raised $1,000,000 through the sale of 800,000 common shares of Hampton. The common shares of Hampton issued in the Concurrent Financing were converted into subordinate voting shares of the Resulting Issuer at the rate of 1.25 subordinate voting shares of the Resulting Issuer for every one (1) common share of Hampton pursuant to the Qualifying Transaction.
The Qualifying Transaction
Pursuant to the Qualifying Transaction:
- Dominion has changed its name to Hampton Financial Corporation.
- Dominion has amended its articles to create new classes of Multiple Voting Shares and Subordinate Voting Shares and to redesignate all outstanding common shares of Dominion as Subordinate Voting Shares on a 1 for 1 basis.
- Dominion has issued 15,149,845 Multiple Voting Shares and 10,618,670 Subordinate Voting Shares to Hampton shareholders (including subscribers under the Concurrent Financing).
- Hampton is now a wholly owned subsidiary of Dominion (the Resulting Issuer).
- the new board of the Resulting Issuer is: Peter Deeb, John Sununu, Robert Sherman and Kenneth Lipson.
- The new executive management team of the Resulting Issuer is: Peter Deeb, Chairman of the board of directors and Chief Executive Officer, Robert Sherman, Vice Chairman of the board of directors, and Mark George, Chief Financial Officer and Corporate Secretary.
- Conditional on receiving final TSXV approval and issuance of the Final Exchange Bulletin, it is anticipated that the Subordinate Voting Shares of the Resulting Issuer will commence trading under the name Hampton Financial Corporation and symbol HFC on August 12, 2016.
- The Resulting Issuer will be a Tier II issuer on the TSXV.
Pro Forma Capitalization
Following the completion of the Qualifying Transaction, 15,149,845 Multiple Voting Shares and 13,210,370 Subordinate Voting Shares of the Resulting Issuer are outstanding and 16,470,882 Subordinate Voting Shares are reserved for issuance. The former Hampton shareholders (including subscribers under the Concurrent Financing) hold approximately 80.4% of the outstanding Subordinate Voting Shares, 90.9% of the total number of outstanding shares of the Resulting Issuer and approximately 99.2% of the voting rights in respect of shares of the Resulting Issuer, and the former Dominion shareholders hold approximately 19.6% of the outstanding Subordinate Voting Shares, 9.1% of the total number of outstanding shares of the Resulting Issuer and approximately 0.8% of the voting rights in respect of shares of the Resulting Issuer. At the closing of the Qualifying Transaction, 15,149,845 Multiple Voting Shares and 3,493,670 Subordinate Voting Shares are subject to escrow (with 10% released upon the issuance of the Final Exchange Bulletin). The 15,149,845 Multiple Voting Shares are subject to a 'coattail agreement' that contains provisions customary for TSXV-listed corporations designed to prevent transactions that otherwise would deprive the holders of Resulting Issuer Subordinate Voting Shares of rights under applicable provincial take-over bid legislation to which they would have been entitled if the Resulting Issuer Multiple Voting Shares had been Resulting Issuer Subordinate Voting Shares.
Hampton is an Ontario corporation which operates, through its wholly-owned subsidiary, Hampton Securities Limited ("HSL"), a Canadian boutique investment dealer delivering wealth management and capital markets services, supported by 37 advisors and associates. HSL also engages in proprietary trading activities for its own account. HSL, is a full service investment dealer, regulated by IIROC and registered in Alberta, British Columbia, Manitoba, Nova Scotia, Northwest Territories, Ontario, and Quebec.
HSL has been offering wealth management services since its inception in the late 1990s, with its principals having a considerably longer tenure in the industry. As of June 30, 2016, HSL's Private Client Group had approximately $657 million in assets under administration and currently employs a team of 24 active dealing representatives, providing investment advice and portfolio management services (internally and through third-party portfolio managers). Clients have the option of fee-based or transactional-based pricing for services as well as holding their investments in registered plans (for retirement, education, savings, etc.).
HSL offers a broad range of investment banking services and solutions primarily to small and mid-size public and private issuers, including private placements, initial public offerings and secondary offerings of equity and debt securities as well as providing sponsorship and advisory services to issuers seeking to list on the TSXV.
Since inception in the late 1990s, HSL has been actively engaged in proprietary trading for its own capital focusing on TSX listed large and mid-cap equities. Market dynamics have changed over the years and in 2014, HSL streamlined its trading operations to focus primarily on high-yield and income generating securities, utilizing its existing trading and borrowing facilities with a major Canadian bank. The objectives of HSL's propriety trading activities are to achieve predictable and sustainable cash flow to supplement other revenues of HSL as well as help fund potential strategic acquisitions.
Currently, HSL is aggressively working to increase its scale with a mandate of recruiting reputable advisors and evaluating acquisition opportunities, while continuing to fund its proprietary trading activities for long term cash flow growth and stability.
For further information please contact Peter Deeb, Chief Executive Officer, at (416) 862-8651 and see further detailed disclosure of the Resulting Issuer on the SEDAR web site at www.sedar.com.
The securities referred to in this news 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 news 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.
Listing of the Resulting Issuer Subordinate Voting Shares on the TSXV is subject to receipt of final approval of the TSXV for the listing of the Subordinate Voting Shares on the TSXV and/or other actions necessary to complete the issuance of the Final Exchange Bulletin by the TSXV. There can be no assurance that the actions necessary for the TSXV to issue its Final Exchange Bulletin will be completed.
Investors are cautioned that, except as disclosed in the amended Filing Statement prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon.
The TSXV has in no way passed upon the merits of the Qualifying 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.
Notice on forward-looking statements
This release includes forward-looking statements regarding the Resulting Issuer and its business. 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 the Resulting Issuer believes that the assumptions underlying the statements relevant to the business of the Resulting Issuer and proposed future business of the Resulting Issuer are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including the ability of the Resulting Issuer and HSL to execute on their respective business plans, 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 investment industry, market conditions, economic factors, loss of key employees, the abilities of management of the Resulting Issuer to attract and retain executive management and/or members of its Board of Directors, the abilities of management of the Resulting Issuer to manage and to operate its business. 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. Readers are referred to the 'Cautionary Statements Regarding Forward-Looking Information' and 'Risk Factors' sections of the amended Filing Statement.