Item 8.01. Other Events
On August 13, 2012, Atlas Financial Holdings, Inc. ("Atlas") filed a
registration statement on Form S-1 with the Securities and Exchange Commission
for an intended initial public offering of its ordinary shares. Pursuant to the
registration statement, 5 million ordinary shares are being registered and may
be offered by Atlas and approximately 13.8 million ordinary shares are being
registered and may be offered by Kingsway Financial Services, Inc. ("Kingsway"),
as a selling shareholder. Kingsway currently owns approximately 70% of Atlas'
outstanding ordinary shares.
Kingsway's decision to participate in a potential offering will depend on a
variety of factors, including market conditions and demand at the time of any
such offering. There can be no assurance that Kingsway will be able to sell all
or any portion of its shares of Atlas, nor can there be assurance as to the
price it would receive in any such sale. In the event of any such sale, Kingsway
currently expects that it would use the net proceeds it receives to reduce or
retire certain of its indebtedness and for general corporate purposes.
The registration statement relating to the offering of Atlas' ordinary shares
has not yet become effective. The securities registered thereunder may not be
sold nor may offers to buy such securities be accepted prior to the time the
registration statement becomes effective. This Form 8-K shall not constitute an
offer to sell or a solicitation of an offer to buy, nor shall there be any sale
of these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
Forward Looking Statements
This press release includes "forward looking statements" which are subject to
risks and uncertainties. Such forward looking statements relate to future events
or 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: our high level
of indebtedness; our ability to service our debt and comply with debt covenants;
our ability to improve our operating performance; our ability to implement our
longterm growth strategies and to identify and execute on strategic initiatives;
our ability to maintain share price and trading activities at acceptable levels;
and our ability to comply with regulatory requirements and the requirements of
stock exchanges.