Item 8.01. Other Events
On June 18, 2012, Kingsway Financial Services Inc. ("Kingsway" or the "Company")
issued a press release announcing that its Board of Directors (the "Board")
received and granted an exemption request under its tax benefit preservation
plan (the "Plan") to Joseph Stilwell, a member of the Board. The Plan was
implemented September 28, 2010 to protect the value of the Company's net
operating losses (the "NOLs") accumulated in the Company's United States
subsidiaries. While the Plan is designed to penalize the economic interests of
any person or group which acquires 5% or more of the Company's outstanding
common shares without approval of the Board, it also provides a limited
grandfathering provision for existing 5% plus shareholders of the Company.
Mr. Stilwell, directly or indirectly through funds he owns or controls, owns
16.8% of the common shares of Kingsway and is eligible to submit exemption
requests through the grandfathering provision of the Plan. An exemption to
purchase up to an additional 2% of shares on the open market was received by the
Company on June 13, 2012. As approved by the Board, Mr. Stilwell's exemption is
conditioned upon a two-week waiting period to allow other investors interested
in considering exemption requests to petition the Board as well. Requests will
be considered on a case-by-case basis and an exemption is at the discretion of
the Board. The full Plan is available for review on the Company's website.
A copy of the press release announcing that the Board received and granted an
exemption request under the Plan to Joseph Stilwell is attached hereto as
Exhibit 99.1 and is incorporated by reference herein.