TORONTO, April 30, 2019 (GLOBE NEWSWIRE) -- Hampton Financial Corporation (“Hampton” or the “Corporation”) (TSXV: HFC) (TSXV: HFC.PR.A) announces that Hampton Securities Limited (“HSL”), the Corporation’s wholly-owned subsidiary, has transferred as of April 30, 2019 an aggregate of approximately $680,000 from HSL’s deposit with its carrying broker, used to facilitate client account margin, to the trading accounts of the Corporation’s controlling shareholder (the “Loan”) in order to offset debt/margin extended of approximately $2.7 million (the “Debt”). The Loan will be recorded as a note payable due from the Corporation’s controlling shareholder.
HSL has undertaken to provide the following annual offset commitments to its carrying broker, as a further reduction of the Debt:
| Less than 1 year | $ | 1,250,000 |
| Between 1 and 2 years | $ | 770,000 |
| | $ | 2,020,000 |
| | | |
The terms of the Debt are currently being negotiated with the Corporation’s Board of Directors. The move to directly funding these facilities is expected to save the Corporation approximately $120,000 per year.
The Loan constitutes a “related party transaction” for purposes of Multilateral Instrument 61-101 ― Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and Policy 5.9 ― Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange (“TSXV”). A formal valuation of the Loan is not required under MI 61-101, as the Loan is not a related party transaction described in any of paragraphs (a) to (g) of the definition of “related party transaction” in MI 61-101. The Corporation is relying on an exemption from the minority approval requirements available under MI 61-101 as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Loan, insofar as it involves interested parties, exceeds 25% of the Corporation’s market capitalization. The Corporation did not file a material change report more than 21 days before the expected date of the closing of the transaction, as the details of the transaction were not settled until the present and the Corporation wishes to close the transaction as soon as practicable for sound business reasons.
About Hampton Financial Corporation
The Corporation, through its wholly-owned subsidiary, HSL, is actively engaged in family office, wealth management, institutional services and capital markets activities. HSL is a full service investment dealer, regulated by IIROC and registered in Alberta, British Columbia, Manitoba, Saskatchewan, Nova Scotia, Northwest Territories, Ontario and Quebec. The subordinate voting shares, and preferred shares of Hampton are listed on the TSXV under the symbol “HFC” and “HFC.PR.A” respectively.
For more information, please contact:
Joe Pavao
President & Chief Operating Officer
Hampton Financial Corporation
Hampton Securities Limited
(416) 862-7800
The TSX Venture Exchange (“TSXV”) has in no way 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.
Forward-Looking Statements
This press release contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Corporation. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "may", "will", "project", "should" or similar words, including negatives thereof, suggesting future outcomes.
Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors beyond the Corporation’s ability to predict or control which may cause actual events, results, performance, or achievements of the Corporation to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking statements herein. Forward-looking statements are not a guarantee of future performance. Although the Corporation believes that any forward-looking statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such statements, there can be no assurance that any such forward-looking statements will prove to be accurate. Actual results may vary, and vary materially, from those expressed or implied by the forward-looking statements herein. Accordingly readers are advised to rely on their own evaluation of the risks and uncertainties inherent in forward-looking statements herein and should not place undue reliance upon such forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Any forward-looking statements herein are made only as of the date hereof, and except as required by applicable laws, the Corporation assumes no obligation and disclaims any intention to update or revise any forward-looking statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking statements herein, whether as a result of new information, future events or results, or otherwise.
