8-K
CENTURY CASINOS INC /CO/ (CNTY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 13, 2023
CENTURY CASINOS, INC.
(Exact Name of Registrant as specified in its charter)
| Delaware | 0-22900 | 84-1271317 |
|---|---|---|
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification Number) |
| 455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado | 80903 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code: | 719-527-8300 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 Per Share Par Value | CNTY | Nasdaq Capital Market, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure.
On January 13, 2023, Hamilton Princess & Beach Club (“Hamilton”) issued a press release announcing that Century Casinos, Inc. (the “Company”) will no longer participate in developing a casino at the resort.
A copy of the press release is being furnished as Exhibit 99.1 to this Current Report.
The information in this Current Report and Exhibit 99.1 attached hereto (i) is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and (ii) shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This communication (including Exhibit 99.1) may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan,” “target,” “goal,” or similar expressions, or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” “could,” or similar variations. These statements are based on the beliefs and assumptions of the management of the Company based on information currently available to management. Such forward-looking statements include, but are not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the transaction, as well as the Company’s plans, objectives, expectations, intentions, and other statements relating to cash flow and operating results. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from forward-looking statements include, among others, risks described in the section entitled “Risk Factors” under Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and in subsequent periodic and current SEC filings the Company may make. Century Casinos disclaims any obligation to revise or update any forward-looking statement that may be made from time to time by it or on its behalf.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Hamilton Princess & Beach Club Press Release dated January 13, 2023. |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Century Casinos, Inc.
Date: January 17, 2023
By: /s/ Margaret Stapleton
Margaret Stapleton
Chief Financial Officer
Exhibit 991 Hamilton Press Release
EXHIBIT 99.1
Contact:Diarmaid O’Sullivan
(441) 298-5727
Diarmaid.OSullivan@fairmont.com
Hamilton Princess & Beach and Century Casinos, Inc.
HAMILTON, Bermuda, January 13, 2023 – Hamilton Princess & Beach Club announces that Century Casinos, will no longer participate in developing a casino at the resort.
Peter Hoetzinger, President & Co-CEO Century Casinos, Inc., said: “We joined the Hamilton Princess Casino project eight years ago. In 2017, the project received a provisional casino license. Since then – for the last five years - we have tried to get this project up and running, but with the current legislative framework we do not assume this project can be realized in a reasonable time frame or at all. We have therefore decided not to continue our attempts to implement casino operations in Hamilton any further and to leave the casino project.”
A spokesperson on behalf of the Hamilton Princess & Beach Club, added: “We are disappointed that our designated casino partner no longer wishes to pursue the project. While we continue to believe that gaming represents an attractive amenity for Bermuda’s visitors, we have paused our search for a new operator while we await a clearer roadmap from the Bermuda Casino Gaming Commission on a viable path forward to seeing a casino open its doors.”
- END –
About Hamilton Princess & Beach Club
Since 1885, Hamilton Princess & Beach Club, has reigned as Bermuda’s “Grande Dame” and has been a symbol of all that Bermudians hold dear—courtesy, hospitality and quality with an unequalled sense of style. An architectural treasure on Hamilton’s harbourfront for more than 130 years, the hotel continues to host royalty, world leaders and dignitaries, celebrities, business travellers and visitors from around the world. The recently renovated Hamilton Princess & Beach Club offers 400 elegant guestrooms, including 43 suites, and more than 30,000 square feet of versatile indoor and outdoor reception and meeting rooms in a peaceful paradise. For more information, please visit
thehamiltonprincess.com.
About Fairmont
Fairmont Hotels & Resorts is where the intimate equally coexists with the infinite – an unrivaled portfolio of more than 80 extraordinary hotels where grand moments of life, heartfelt pleasures and personal milestones are celebrated and remembered long after any visit. Since 1907, Fairmont has created magnificent, meaningful and unforgettable hotels, rich with character and deeply connected to the history, culture and community of its destinations – places such as The Plaza in New York City, The Savoy in London, Fairmont San Francisco, Fairmont Banff Springs in Canada, Fairmont Peace Hotel in Shanghai, and Fairmont The Palm in Dubai. Famous for its engaging service, awe-inspiring public spaces, locally inspired cuisine, and iconic bars and lounges, Fairmont also takes great pride in its pioneering approach to hospitality and leadership in sustainability and responsible tourism practices. Fairmont is part of Accor, a world leading hospitality group counting over 5,300 properties throughout more than 110 countries, and a participating brand in ALL - Accor Live Limitless – a lifestyle loyalty program providing access to a wide variety of rewards, services and experiences. fairmont.com | all.accor.com | group.accor.com
About Accor
About Accor
Accor is a world leading hospitality group consisting of 5,300 properties and 10,000 food and beverage venues throughout 110 countries. The Group has one of the industry’s most diverse and fully-integrated hospitality ecosystems encompassing more than 40 luxury, premium, midscale and economy hotel brands, entertainment and nightlife venues, restaurants and bars, branded private residences, shared accommodation properties, concierge services, co-working spaces and more. Accor’s unmatched position in lifestyle hospitality – one of the fastest growing categories in the industry – is led by Ennismore, a joint venture, which Accor holds a majority shareholding. Ennismore is a creative hospitality company with a global collective of entrepreneurial and founder-built brands with purpose at their heart. Accor boasts an unrivalled portfolio of distinctive brands and more than 230,000 team members worldwide. Members benefit from the company’s comprehensive loyalty program – ALL - Accor Live Limitless – a daily lifestyle companion that provides access to a wide variety of rewards, services and experiences. Through its global sustainability commitments (such as achieving Net Zero Carbon emissions by 2050, global elimination of single use plastics in its hotels’ guest experience, etc.), Accor Solidarity, RiiSE and ALL Heartist Fund initiatives, the Group is focused on driving positive action through business ethics, responsible tourism, environmental sustainability, community engagement, diversity and inclusivity. Founded in 1967, Accor SA is headquartered in France and publicly listed on the Euronext Paris Stock Exchange (ISIN code: FR0000120404) and on the OTC Market (Ticker: ACCYY) in the United States. For more information visit group.accor.com, or follow Accor on Twitter, Facebook, LinkedIn, Instagram and TikTok.