CHICAGO, IL, Jan. 5 /CNW/ - JJR VI Acquisition Corp. (the "Company"
TSXV: JVI.P) announced today that the TSX Venture Exchange (the
"Exchange") has accepted for filing its qualifying transaction (the
"Qualifying Transaction") involving American Country Insurance Company
("ACIC") and American Service Insurance Company, Inc. ("ASI") and that
trading in the ordinary shares of the Company ("Ordinary Shares") is
anticipated to commence on the Exchange on January 6, 2010. The
Qualifying Transaction was completed on December 31, 2010.
In connection with the Qualifying Transaction, the name of the Company
has been changed to Atlas Financial Holdings, Inc. The Ordinary Shares
of the Company will be listed on Tier 2 of the Exchange under the
symbol "AFH". The Ordinary Shares are expected to remain halted until
issuance of a final bulletin by the TSXV.
Pursuant to the Qualifying Transaction, which involved the merger (the
"Merger") of Atlas Acquisition Corp., (a wholly-owned subsidiary of the
Company) with and into American Insurance Acquisition Inc. ("AIAI"), a
wholly-owned subsidiary of Kingsway America Inc., ACIC and ASI became
wholly-owned subsidiaries of the Company.
Upon completion of the Qualifying Transaction, the Company will have
issued and outstanding 4,553,502 Ordinary Shares, 13,804,861 restricted
voting common shares ("Restricted Voting Shares"), 18 million
non-voting preferred shares and 3,983,502 warrants to purchase Ordinary
Shares (the "Warrants"). The Ordinary Shares and the Restricted Voting
Shares are entitled to one vote per share, however, the Restricted
Voting Shares are limited as a class to 30% of the outstanding voting
rights of the Company.
In connection with the Qualifying Transaction, and immediately prior to
its completion, the Company consolidated its common shares on the basis
of one (1) post-consolidation share for every ten (10)
pre-consolidation shares and continued its corporate existence from
Ontario to the laws of the Cayman Islands. Upon the continuance to the
Cayman Islands, the Company changed its name from "JJR VI Acquisition
Corp." to "Atlas Financial Holdings, Inc." and converted each of its
outstanding common shares into one (1) Ordinary Share.
As previously announced, on November 1, 2010, AIAI completed an offering
(the "Offering") of 3,983,502 subscription receipts ("Subscription
Receipts") at a price of $2.00 per Subscription Receipt. In connection
with the Merger, each Subscription Receipt was ultimately exchanged for
one (1) Ordinary Share and one (1) Warrant and the proceeds from the
Offering were used to repay indebtedness owing to Kingsway America Inc.
For further information on the Qualifying Transaction, please refer to
the Company's Filing Statement dated December 16, 2010 which is
available on SEDAR (www.sedar.com).
At the closing of the Qualifying Transaction, Ronald D. Schmeichel and
Elena Masters resigned as directors of the Company. The new board of
directors of the Company is comprised of Jordan Kupinsky, Larry Swets,
Gordon Pratt and Scott Wollney. The new senior management team of the
Company will consist of Scott Wollney as Chief Executive Officer and
Paul Romano as Chief Financial Officer.
Notice regarding forward-looking statements:
This release includes forward-looking statements regarding the Company
and its subsidiaries and businesses. Such statements are based on the
current expectations of the management of each entity. The
forward-looking events and circumstances discussed in this release,
including acceptance of the transaction, may not occur and could differ
materially as a result of known and unknown risk factors and
uncertainties affecting the companies, including risks regarding the
insurance industry, economic factors and the equity markets generally.
No forward-looking statement can be guaranteed. Except as required by
applicable securities laws, forward-looking statements speak only as of
the date on which they are made and the Company and its subsidiaries
undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise.
The primary business of Atlas is commercial automobile insurance in the
United States, with a niche market orientation and focus on insurance
for the "light" commercial automobile sector including taxi cabs, non
emergency paratransit, limousine/livery and business auto. The
business of Atlas is carried on through its subsidiaries American
Country Insurance Company and American Service Insurance Company, Inc.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
SOURCE JJR VI Acquisition Corp.
For further information:
Scott Wollney, Chief Executive Officer of Atlas Financial Holdings, Inc. at 847-700-8600