/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
HONG KONG, May 20 /CNW/ - Kingsway International Holdings Limited (TSX:KIH) (the "Company"), an Asian based financial services firm, announces that its offering of common shares previously announced on September 11, 2009, has been amended. The amended offering (the "Offering") will be a non-brokered private placement of up to 10,000,000 common shares (the "Shares") at a price of CAN$0.50 per share for gross proceeds of up to CAN$5,000,000. The proceeds from the Offering will be used to fund current investment transactions in accordance with ongoing investment mandates and general working capital. The completion of the Offering is subject to TSX approval.
The Company's principal shareholder, Sun Wah Group of Hong Kong, has indicated that it intends to subscribe for up to 8,000,000 Shares of the Offering (the "Sun Wah Private Placement"), at a total price of up to CAN$4,000,000, representing up to 80% of the Private Placement. Sun Wah Group is controlled by Jonathan Koon Shum Choi, and Mr. Choi is a director and controlling shareholder of the Company. If the Private Placement is fully subscribed and the Private Placement, including the Sun Wah Private Placement, is completed, Mr. Choi would control up to 45,481,151 Shares representing approximately 50.3% of the Shares of the Company, and if convertible debentures controlled by Mr. Choi are fully converted into 5,625,000 Shares at a deemed conversion price of CAN$0.85 per Share, Mr. Choi would control 51,106,151 Shares representing approximately 53.3% of the Shares of the Company.
If the Sun Wah Private Placement is completed, the Company would be carrying out a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The Company will rely on the exemptions from the requirements for a formal valuation and minority approval based on the fact that the fair market value of the consideration for the related party transaction does not exceed 25% of the Company's market capitalization. The Company also expects to file a material change report, which will be filed less than 21 days before the expected completion of the Offering on or after May 28, 2010 because the Company requires the proceeds to fund current investment transactions in accordance with ongoing investment mandates.
About Kingsway International Holdings Limited
The Company is listed on the Toronto Stock Exchange (the "TSX") under the symbol KIH. The Company and its subsidiaries (the "Group"), are leading middle tier financial services providers, linking the global investment community with China's high growth economy. In addition to engaging in strategic investment activities and advisory services, the Group offers a variety of complementary, client-focused services through its capital markets and asset management divisions. Founded in 1990, the Group operates from offices in Hong Kong, Beijing, Shanghai, Shenzhen and Toronto.
This news release contains forward-looking statements that are based on the beliefs of management of the Company and reflect the Company's current expectations. In certain cases, forward-looking information can be identified by the use of words such as "estimate', "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may", "should", "will," or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information contained in this news release include information relating to the private placement offering of common shares, the terms and use of proceeds of the Offering, the subscription by the Sun Wah Group under the Offering and information relating to investments by the Company. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Material factors or risks which could cause actual results or events to differ materially from a conclusion in such forward-looking information include the risks that the Company may not be able to complete the Offering or the Offering may be completed on different terms and conditions; the Offering may be subject to shareholder approval and such approval may not be obtained; the Company may not be able to obtain the necessary regulatory approvals or such approvals may be subject to conditions that are unacceptable; the proceeds of the Offering may be used for other purposes; Sun Wah Group may not subscribe or complete its subscription; risks related to doing business in China, including foreign exchange risks, political, economic and social risks, and risks relating to the Chinese legal system; risks relating to competition, investment market uncertainty, dependence on key personnel, employee malpractice, regulation, country and political risks; risks relating to war, terrorist attacks and political tensions; risks associated with expansion into international markets, inability to implement adequate system of controls to manage future growth, impact of health hazards, and ownership and operation of real estate properties. The Company cautions that the foregoing list of material factors is not exhaustive and is subject to change. For additional information with respect to certain of these and other factors, refer to the risk factors section of the Company's management's discussion and analysis dated February 11, 2010 for the period ended December 31, 2009 filed with the Canadian securities regulators, which is available on SEDAR at www.sedar.com. The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time, except as required by law.
SOURCE KINGSWAY INTERNATIONAL HOLDINGS LIMITED
For further information: For further information: Gary Quedado, Kingsway Group, (416) 861-3099 Ext. 238, firstname.lastname@example.org