AUSTIN, Texas, April 06, 2017 (GLOBE NEWSWIRE) -- Continental General Insurance Company (“Continental”), an indirect wholly owned subsidiary of HC2 Holdings 2, Inc. (“HC2 Holdco”), has acquired 9,987,556 common shares (the “Debenture Shares”) in the capital of Gaming Nation Inc. (“Gaming Nation”) pursuant to the conversion of an unsecured convertible debenture (the “Debenture”) in the principal amount of CDN$20 million, previously issued by Gaming Nation to HC2 Holdco on April 6, 2015 and subsequently assigned to Continental, at the conversion price of CDN$2.25 per share or CDN$22,472,000 in total (including accrued interest under the Debenture).
Prior to the conversion of the Debenture and the issuance of the Debenture Shares to Continental, Continental did not have beneficial ownership of, or control and direction over, any common shares of Gaming Nation (“Common Shares”) but it had beneficial ownership of, and control and direction over, a warrant (the “Warrant”), previously issued by Gaming Nation to HC2 Holdco on June 9, 2015 and subsequently assigned to Continental, entitling the holder to acquire, upon exercise, 28,126,068 Common Shares (“Warrant Shares”), at varying exercise prices, for a term expiring April 6, 2020.
As a result of the completion of the issuance of the Debenture Shares to Continental, Continental has beneficial ownership of, and control and direction over, the Debenture Shares and the Warrant. Assuming full exercise of the Warrant, Continental has beneficial ownership of, and control and direction over, approximately 53.2% of the outstanding Common Shares including the Debenture Shares held by Continental.
Continental acquired the Debenture Shares for investment purposes.
Continental does not currently have any intention to acquire additional securities of Gaming Nation or to dispose of the Debenture Shares and Continental has not made a decision to acquire additional securities under the Warrant. Continental intends to exercise its rights to elect or appoint directors to Gaming Nation’s board of directors.
Continental may, in the future, acquire additional shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of Gaming Nation in the open market or otherwise, and reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of Gaming Nation and other relevant factors.
A copy of the early warning report to be filed by Continental in connection with its acquisition of the Debenture Shares described above will be available on SEDAR under Gaming Nation’s profile. This news release is issued under the early warning provisions of National Instrument 62-103- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian securities legislation.
About Continental General Insurance Company
Continental is a corporation incorporated under the laws of Texas and its head office is located at 11001 Lakeline Blvd, Suite 120, Austin, Texas 78717. Continental, an indirect wholly owned subsidiary of HC2 Holdings 2, Inc., is in the business of long-term care insurance.
Cautionary Statement Regarding Forward-Looking Statements
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: This release contains, and certain oral statements made by our representatives from time to time may contain, forward-looking statements. Generally, forward-looking statements include information describing actions, events, results, strategies and expectations and are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may,” “will,” “could,” “might,” or “continues” or similar expressions. The forward-looking statements in this press release include without limitation statements regarding our expectation regarding building shareholder value. Such statements are based on the beliefs and assumptions of Continental General Insurance Company’s management. Continental believes these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and the Company’s actual results could differ materially from those expressed or implied in the forward-looking statements.
You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to Continental or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Andrew G. Backman abackman@hc2.com 212-339-5836
