Membership Interest Increased to 70%
TORONTO, ON / ACCESSWIRE / July 16, 2019 / Seven Aces Limited (formerly Quantum International Income Corp.) (the “Company” or “Aces”) (TSXV: ACES) is pleased to announce that it has increased its indirect ownership interest in Lucky Bucks, LLC (“Lucky Bucks”) from 60% to 70% through a redemption by Lucky Bucks’ direct parent, Lucky Bucks HoldCo, LLC (“LB HoldCo”), of membership interests held by Lucky Bucks Ventures, Inc. (“LB Ventures”) in exchange for cash consideration of approximately $6.72 million (the “Lucky Bucks Interest Redemption”). As a result of the Lucky Bucks Interest Redemption, the indirect ownership interest of LB Ventures in Lucky Bucks decreased from 40% to 30%.
The Lucky Bucks Interest Redemption is considered to be 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, as Mr. Anil Damani, an “insider” of the Company, is the sole shareholder of LB Ventures. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company’s market capitalization, and no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(b) as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company’s market capitalization. The board of directors of the Company unanimously approved the Lucky Bucks Interest Redemption.
The purchase price for the Lucky Bucks Interest Redemption was funded by Lucky Bucks through an advance under the senior secured credit facility described in the press release of the Company dated November 15, 2018 and entitled “Quantum Announces Increase in Credit Facility to US$100 million; Other Corporate Updates.” In connection with such incremental borrowing, the Company’s indirect wholly-owned subsidiary Southern Star Gaming, LLC (which holds a direct interest in LB HoldCo) agreed to certain provisions intended to place LB Ventures on a going forward basis in the same economic position (including as to distributions) as it would be without its proportionate (30%) share of such incremental borrowing.
The Lucky Bucks Interest Redemption was completed pursuant to a purchase agreement dated as of July 15, 2019, among LB HoldCo, LB Ventures and Mr. Damani, which will be available on SEDAR www.sedar.com) under Aces’ issuer profile.
Normal Course Issuer Bid
The Corporation also announces that as at July 12, 2019 it has repurchased 2,368,900 common shares under its normal course issuer bid (“NCIB”) at an average price of $0.7950. The Corporation received approval from the Exchange to commence the NCIB on February 19, 2019 as announced in the press release on February 15, 2019.
About Seven Aces Limited
Seven Aces Limited (formerly known as Quantum International Income Corp.) is a gaming company, with a vision of building a diversified portfolio of world class gaming operations. The Company looks to enhance shareholder value by growing organically and through acquisitions. Currently, the Company is the largest route operator of skill-based gaming machines in the State of Georgia, United States of America.
More information on ACES is available at www.sevenaces.com.
For further information please contact Seven Aces Limited:
Vice President, Corporate Affairs
Tel. (416) 569-3292
Tel. (416) 477-3411
Neither 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.
Cautionary Statement Regarding Forward-Looking Information
This news release may contain forward-looking statements or “forward-looking information” within the meaning of applicable Canadian securities laws (“forward-looking statements“). Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or describes a “goal”, or variation of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.
All forward-looking statements reflect the Corporation’s beliefs and assumptions based on information available at the time the statements were made. Actual results or events may differ from those predicted in these forward-looking statements. All of the Corporation’s forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions listed below. Although the Corporation believes that these assumptions are reasonable, this list is not exhaustive of factors that may affect any of the forward-looking statements. The key assumptions that have been made in connection with the forward-looking statements include the following: the digital gaming terminals being fully-licensed by the Georgia Lottery Corporation, the continuation of the Corporation’s consolidation strategy in the Georgia gaming market, the growing footprint of ACES in the Georgia gaming market, generating value for the shareholders of the Corporation, the regulatory regime governing the business of ACES in Georgia, the exchange rate between the U.S. dollar and Canadian dollar, the ability to grow the business and deliver returns for shareholders, the availability of high growth, high margin opportunities, successful gaming operations in Georgia and the execution of the Corporation’s business strategy.
Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, Aces’ ability to continuing to execute a growth strategy through acquisitions; and Aces’ ability to generate higher margins and significant growth in cash flows. Although Aces has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
The Corporation disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise, except in accordance with applicable securities laws.
SOURCE: Seven Aces Limited
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