Los Angeles, California, Sept. 22, 2013 (GLOBE NEWSWIRE) -- Embarr Downs, Inc. (OTC: EMBR) annouces that today the company released a letter to shareholders from its Chief Executive Officer.
Dear Shareholder,
As you may or may not be aware, Embarr Downs, Inc. recently completed a reverse merger whereby the Company's name was changed from Globalgroup Investment Holdings to Embarr Downs and the Company's ticker was change from GIHI to EMBR. As part of the reverse merger, the Company began the process of filing a Form 10 with the United Stated Securities and Exchange Commission. The Company filed the Form 10 with the SEC on September 18, 2013. As part of the Form 10 process, the Company's management set forth its long term goals. While reviewing these long-term goals and the capital requirements for this growth, the Company determined that the current capital structure created by the previous management was not ideal. As part of this restructuring plan, the Company decided to change the current capital structure by reversing the Company's common stock by a ratio of 50,000 to 1 and to reduce the authorized number of common shares from 4.45 Billion to 500 Million. These steps were necessary for the company to establish a sustainable and defensible capital structure that will help give Embarr the long-term credibility needed in the market.
As part of the reverse split, the Company will issue to shareholders of record immediately prior to the reverse Series B Preferred Stock, with a face value of $1.00. Each shareholder shall receive 1 share of Series B Preferred Stock for each 2,500 common shares owned (for an effective price of $.0004 per common share or 100% increase from the closing market price on September 20, 2013). Any fractional shares shall be rounded up. For illustrative purposes only, the following table shows the number of shares a common stock holder would receive of our Series B Preferred Stock.
| Common Shares Owned | Conversion Ratio | Number of Preferred Shares |
| 1,000,000 | 0.0004 | 400 |
| 2,500,000 | 0.0004 | 1,000 |
| 5,000,000 | 0.0004 | 2,000 |
| 7,500,000 | 0.0004 | 3,000 |
| 10,000,000 | 0.0004 | 4,000 |
| 15,000,000 | 0.0004 | 6,000 |
| 20,000,000 | 0.0004 | 8,000 |
The Preferred Stock shall be mandatorily converted by the Company no later that August 31, 2018. The conversion ratio shall be equal to $1.00 divided by the closing market price on the date of conversion.
For illustrative purposes only, the following table shows the number of shares of our common stock that a holder of our Series B Preferred Stock would receive upon conversion of one share of Series B Preferred Stock at various applicable market values for our common stock.
| Stated Value of Series B Preferred Stock | Market Value of Common Stock | Number of shares of Common Stock to be Issued |
| $1.00 | $0.05 | 20 |
| $1.00 | $0.10 | 10 |
| $1.00 | $0.15 | 7 |
| $1.00 | $0.20 | 5 |
| $1.00 | $0.25 | 4 |
| $1.00 | $0.30 | 3 |
| $1.00 | $0.35 | 3 |
| $1.00 | $0.40 | 3 |
| $1.00 | $0.45 | 2 |
| $1.00 | $0.50 | 2 |
| $1.00 | $0.75 | 1 |
| $1.00 | $1.00 | 1 |
Management has a long-range plan to build a company based on fundamentals and bring real value to our shareholders. We know many of you have heard this before and we do not expect anyone to take my word for it. But in the coming months, you will see that our actions will reflect our stated intentions.
We fully understand the frustration that our remaining shareholders may have with the change in direction, but it was inevitable because of the failed strategies of the past. In the coming months, the Company will endeavor to keep our shareholders informed of our progress in deploying the Company's business plan and strategies.
About Embarr Downs. The Company is engaged in the buying, selling and racing of thoroughbreds. The Company's focus is acquiring thoroughbreds that can race in the allowance and stakes level of thoroughbred racing; however, the Company will initially begin acquiring thoroughbreds in the claiming level of thoroughbred racing.
Notice Regarding Forward-Looking Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Actual results could differ from those projected in any forward-looking statements due to numerous factors. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate.