HONG KONG, Aug. 13 /CNW/ - Dr. Jonathan Koon Shum Choi ("Dr. Choi") of Hong Kong, a director and controlling shareholder of Kingsway International Holdings Limited (the "Corporation") announces that on August 13, 2010, Sun Wah Capital Limited ("Sun Wah") agreed to purchase 16,216,159 common shares of the Corporation ("Shares") from Mrs. Mary Yuk Sin Lam, a director of the Corporation, through a private sale. Sun Wah is controlled by Dr. Choi, and Dr. Choi is a director and controlling shareholder of the Corporation. The acquisition of Shares shall close on or about May 13, 2011 or on such earlier business day as the parties may agree. The closing is conditional upon the parties receiving confirmation that the acquisition of Shares does not trigger takeover bid requirements in Hong Kong and Canada, if necessary.
Upon closing of the acquisition of Shares, Dr. Choi will beneficially own and control, directly and indirectly, 61,697,310 Shares representing approximately 68.30% of the outstanding Shares, and if the convertible debentures issued by the Corporation (the "Debentures") and controlled by Dr. Choi are fully converted into 5,625,000 Shares, Dr. Choi would control 67,322,310 Shares representing approximately 70.15% of the enlarged outstanding Shares. Michael Koon Ming Choi, who is related to the offeror and is a director of the Corporation, owns 106,937 Shares and Debentures convertible into 1,875,000 Shares. Dr. Choi together with Michael Choi, who may be considered to be joint actors, have ownership and control, directly and indirectly, of 69,304,247 Shares, representing approximately 70.83% of the enlarged outstanding Shares.
Dr. Choi, through Sun Wah, agreed to purchase the 16,216,159 Shares from Mrs. Lam at a price of CAN$0.50 per Share for a total purchase price of CAN$8,108,080 in cash. Dr. Choi, through Sun Wah, agreed to acquire the 16,216,159 Shares for investment purposes and he may formulate other plans or make other proposals and take such actions with respect to his investments in the Corporation, subject to regulatory requirements.
The purchase and sale of Shares is exempt from prospectus requirements pursuant to the exemption set out in Section 2.3 of National Instrument 45-106 Prospectus and Registration Exemptions based on the fact that Sun Wah will be purchasing the Shares as principal and as an accredited investor.
This press release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions containing additional information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Report will appear with the Corporation's documents on the SEDAR website, at www.sedar.com. A copy of the Early Warning Report may also be obtained by contacting Gary Quedado at (416) 861-3099 ext 0238.
SOURCE Sun Wah Capital Limited
For further information: For further information: Gary Quedado at (416) 861-3099 ext 0238