TORONTO, June 11, 2013 /CNW/ - (TSX: KFS, NYSE: KFS) Kingsway Financial Services Inc. ("Kingsway" or
the "Company") announced today that it received notice on June 7, 2013
from the New York Stock Exchange ("NYSE") that it is not in compliance
with certain NYSE standards for continued listing of its common
shares. Specifically, Kingsway is below the NYSE's continued listing
criteria because its average total market capitalization over a recent
30 consecutive trading day period was less than $50 million at the same
time that reported shareholders' equity was less than $50 million.
Under the NYSE's continued listing criteria, a NYSE listed company must
maintain average market capitalization of not less than $50 million
over a 30 consecutive trading day period or reported shareholders'
equity of not less than $50 million.
The Company has 90 days from the date of the notice to submit a business
plan to the NYSE demonstrating its ability to achieve compliance with
the listing standards within 18 months of receiving the notice. During
such 18-month period, Kingsway's common shares will continue to be
listed and traded on the NYSE, subject to compliance with other NYSE
continued listing standards; however, the consolidated tape now
includes a ".BC" indicator, which will be removed at such time as the
Company is deemed compliant with the NYSE's continued listing
standards. Kingsway intends to submit a business plan and intends to
address the issue through the successful completion of a rights
offering. A registration statement related to a proposed rights
offering has been recently filed with the Securities and Exchange
Commission. The proposed rights offering will be made only by means of
a prospectus in the U.S. and a proposed rights offering circular in
Canada. This press release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state. The securities may not be sold nor
may offers to buy be accepted prior to the time the registration
statement becomes effective.
The notice from the NYSE does not impact the Company's listing on the
Toronto Stock Exchange ("TSX,") and its common shares will continue to
be listed and traded on the TSX, subject to compliance with TSX
continued listing standards.
About the Company
Kingsway is a holding company functioning as a merchant bank with a
focus on long-term value-creation. The Company owns or controls stakes
in several insurance industry assets and utilizes its subsidiaries,
1347 Advisors LLC and 1347 Capital LLC, to pursue opportunities acting
as an advisor, an investor and a financier. The common shares of
Kingsway are listed on the Toronto Stock Exchange and the New York
Stock Exchange under the trading symbol "KFS."
This press release includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934 that are not historical facts, and
involve risks and uncertainties that could cause actual results to
differ materially from those expected and projected. Words such as
"expects", "believes", "anticipates", "intends", "estimates", "seeks"
and variations and similar words and expressions are intended to
identify such forward-looking statements. Such forward-looking
statements relate to future events or future performance, but reflect
Kingsway management's current beliefs, based on information currently
available. A number of factors could cause actual events, performance
or results to differ materially from the events, performance and
results discussed in the forward-looking statements, including, without
limitation, our potential inability to complete the proposed rights
offering. For information identifying important factors that could
cause actual results to differ materially from those anticipated in the
forward looking statements, please refer to the section entitled "Risk
Factors" in the Company's 2012 Annual Report on Form 10-K and its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.
Except as expressly required by applicable securities law, the Company
disclaims any intention or obligation to update or revise any forward
looking statements whether as a result of new information, future
events or otherwise.
SOURCE: Kingsway Financial Services Inc.