NEW YORK, May 24, 2018 (GLOBE NEWSWIRE) -- Stilwell Value LLC, in its capacity as general partner of Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P. and Stilwell Associates, L.P. (collectively, the “Group”), announced today that it has voted to oppose the re-election of Larry G. Swets, Jr., as a director of Kingsway Financial Services Inc. (the “Issuer”) at the Issuer's upcoming annual shareholder meeting to be held on May 30, 2018.
There was no change in the Group’s holdings of securities of the Issuer as a result of the event described above.
The Group now owns and/or controls an aggregate of 3,943,389 Common Shares, representing approximately 16.67% of the total outstanding Common Shares.
The Group also now owns (i) 13,143 Class A Preferred Shares Series 1 (“Series 1 Shares”) which are convertible into 82,143 Common Shares and (ii) 708,347 Series B Warrants that are exercisable for 708,347 Common Shares. If all 13,143 Series 1 Shares and 708,347 Series B Warrants were to be exercised in full, the Group would then own and control, together with the Common Shares currently held, an aggregate of 4,733,879 Common Shares, representing approximately 19.36% of the issued and outstanding Common Shares (assuming: (i) that no other shareholders exercise their Series 1 Shares or Series B Warrants, (ii) there are no other changes to the issued and outstanding Common Shares as at such date, and (iii) the Offeror does not sell any of its Common Shares prior to such date).
Each Series 1 Share is convertible at the holder's election into 6.25 Common Shares at a conversion price of $4.00 per share until April 1, 2021. The Issuer will redeem all Series 1 Shares outstanding on April 1, 2021, for $25.00 per Series 1 Share, plus accrued but unpaid dividends, and may redeem Series 1 Shares earlier for $28.75 per Series 1 Share, plus accrued but unpaid dividends.
Each Series B Warrant entitles the holder to purchase one Common Share at an exercise price of $5.00 per share until September 15, 2023, subject to certain limits set forth in a Statement of Undertaking (“Undertaking”) effective as of July 15, 2016, by and between members of the Group and the Issuer. Pursuant to the Undertaking, members of the Group undertook not to exercise Series B Warrants if the exercise would result in the Group beneficially owing more than 19.95% of the Common Shares or voting power of the Issuer until two years from the effective date of the Undertaking unless otherwise unanimously agreed.
For more information, please contact E.J. Borrack at 212-964-9303
Name and address of the Group:
Stilwell Value LLC
111 Broadway, 12th Floor
New York, New York
10006 USA
