TORONTO, ONTARIO--(Marketwired - Aug. 10, 2016) - On July 29, 2016, through a reverse takeover transaction (the "Qualifying Transaction") involving Hampton Financial Corporation (formerly Dominion General Investment Corporation) (the "Issuer") and Hampton Equity Partners Limited ("HEPL"), Peter Deeb (the "Offeror"), directly and through Deeb & Company Limited ("Deeb & Co"), a corporation which is controlled by the Offeror, acquired ownership and control of 1,476,500 subordinate voting shares of the Issuer ("SVS") and 15,149,845 multiple voting shares of the Issuer ("MVS"). Of the SVS, 89,000 are held by the Offeror and 1,387,500 are held by Deeb & Co. All of the 15,149,845 MVS are held by Deeb & Co. The aforementioned 15,149,845 MVS constitutes 100% of the outstanding MVS of the Issuer. The MVS are convertible into SVS on a 1:1 basis. If Deeb & Co. converts all of the MVS into SVS the Offeror and Deeb & Co could own and control 16,626,345 SVS, representing approximately 58.6% of the then outstanding 28,360,215 SVS.
The Qualifying Transaction constituted the qualifying transaction of the Issuer under Policy 2.4 of the TSX Venture Exchange, all as set out in the amended filing statement of the Issuer dated July 28, 2016 and filed on SEDAR on July 28, 2016. The 1,476,500 SVS and 15,149,845 MVS were issued from treasury to the Offeror and Deeb & Co in consideration for 1,181,200 common shares and 12,119,876 Class A shares, respectively, of HEPL in accordance with the Qualifying Transaction.
The SVS and MVS are held by the Offeror and Deeb & Co for investment purposes. Depending on market and other conditions, the Offeror and/or Deeb & Co may, directly or indirectly, acquire ownership or control over additional SVS, or options to acquire SVS, through market transactions, private agreements, the Issuer's stock option plan or otherwise, in accordance with applicable securities legislation. Depending on market and other conditions (and subject to escrow and coattail agreements), the Offeror and/o Deeb & Co may sell any of the SVS or MVS which Peter Deeb owns or controls, directly or indirectly, or may exercise stock options that may be issued.
A copy of the early warning report to be filed by the Offeror in connection with the transactions referred to in this press release may be obtained from Peter Deeb at (416) 862-8651.
The address of the Offeror is: c/o 1800 - 141 Adelaide Street West, Toronto Ontario, M5H 3L5.