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): December 19, 2008
CENTURY
CASINOS, INC.
(Exact
Name of Registrant as specified in its charter)
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Delaware
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0-22290
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84-1271317
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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2860
South Circle Drive, Suite 350, Colorado Springs, CO
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80906
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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719-527-8300
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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 communication
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
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a
Material Definitive Agreement
On December 19, 2008,
Century Casinos, Inc.’s (“CCI”) subsidiary
Century Resorts Limited (“CRL”) entered into an agreement
to sell all of the outstanding shares of Century Casinos Africa (Pty)
Limited (“CCA”), for
a gross selling price of ZAR 460.0 million (approximately $48 million).
CCA owns and operates The Caledon Hotel, Spa & Casino near Cape Town,
South Africa (the “Caledon”), as well as 60% of, and provides technical casino
services to, Century Casino Newcastle, in Newcastle, South Africa. CCA generated
approximately 32% of CCI’s net operating revenue for the eleven months
ended November 30, 2008.
Net
proceeds from the transaction are expected to be approximately ZAR 357.3 million
(approximately $37 million) and are payable at closing. Net proceeds are
calculated as follows:
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(approximate,
in thousands)
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in
Rands
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exchange
rate*
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in
USD
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Gross
Proceeds
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ZAR
460,000
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9.5339 | $ | 48,249 | ||||||||
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Third
Party Debt - Caledon
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(27,000 | ) | 9.5339 | (2,832 | ) | |||||||
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Third
Party Debt - Newcastle
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(28,000 | ) | 9.5339 | (2,937 | ) | |||||||
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Agreed
Purchase Price Reduction
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(47,700 | ) | 9.5339 | (5,003 | ) | |||||||
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Net
Proceeds
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ZAR
357,300
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$ | 37,477 | |||||||||
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*
Assumed based on exchange rate on December 18, 2008
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At
closing, if the Accounting Date NAV (capitalized terms have the meanings
ascribed to them in the Sale of Shares Agreement) exceeds the December NAV, the
Purchaser will pay to the Seller an amount equal to the excess up to a maximum
of ZAR 10.0 million (approximately $1.0 million). If the December NAV exceeds
the Accounting Date NAV, the Seller will reimburse to the Purchaser an amount
equal to the shortfall.
The
purchaser of CCA is Tsogo Sun Gaming (Pty) Limited, a wholly owned subsidiary of
Tsogo Sun Holdings (Pty) Limited, which is a subsidiary of Hosken Consolidated
Investments Limited (HCI), listed on the Johannesburg Stock Exchange, and SAB
Miller, listed on the London Stock Exchange. Tsogo Sun Gaming is a prominent
casino and hotel resort owner in Southern Africa with five casinos and a
portfolio of 82 hotels in eight countries.
The
closing of the transaction is subject to customary conditions including, but not
limited to, approvals by the Western Cape Gambling and Racing Board (for the
sale of the Caledon), the Kwa-Zulu Natal Gambling Board (for the sale of Century
Casino Newcastle) and other regulatory approvals. Should the transaction be
approved by all regulatory agencies prior to the approval of the Western Cape
Gambling and Racing Board, the parties have the option to enter into a separate
agreement whereby CCA will sell all of its shares held in Century Casino
Newcastle to Tsogo Sun Gaming (Pty) Limited for ZAR 125.0 million (ZAR 95.0
million (approximately $10.0 million), net of adjustments). When approval is
subsequently obtained from the Western Cape Gambling and Racing Board for the
sale of the Caledon, the purchase price will be reduced by this
amount.
Item 9.01 Financial
Statements and Exhibits.
(c)
Exhibits
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Sale
of Shares Agreement, entered into as of December 19, 2008, by and between
Century Resorts Limited, Tsogo Sun Gaming (Pty) Ltd. and Century Casinos
Africa (Pty) Ltd.
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SIGNATURES
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 thereunto
duly authorized.
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Century
Casinos, Inc.
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(Registrant)
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Date: December
24, 2008
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By : /s/ Ray Sienko
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Ray
Sienko
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Chief
Accounting
Officer
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