TULSA, OKLAHOMA--(Marketwire - Oct. 1, 2012) - Magnolia Capital Partners, LLC ("Magnolia") announces that it has entered into a share purchase agreement (the "Share Purchase Agreement") with Kingsway America Inc. ("Kingsway") for the purchase (the "Share Purchase") from Kingsway of 1,621,621 restricted voting common shares ("Restricted Shares") in the capital of Atlas Financial Holdings Inc. ("Atlas") at a price of Cdn$1.85 per Restricted Share. Each Restricted Share will be automatically converted into one ordinary voting share ("Ordinary Share") in the capital of Atlas upon its disposition by Kingsway and Magnolia anticipates that it will receive 1,621,621 Ordinary Shares (and not Restricted Shares) upon the closing of the Share Purchase.
Nadel and Gussman Combined Funds, LLC is the sole member of Magnolia and a joint actor of Magnolia in the circumstances. Mr. James F. Adelson ("Adelson") and Mr. Stephen J. Heyman ("Heyman") serve as the managers to Magnolia, will in that capacity exercise control and direction over the shares of Atlas to be acquired pursuant to the Share Purchase and are also joint actors of Magnolia in the circumstances.
Under the Share Purchase Agreement, Kingsway has agreed to provide purchase price anti-dilution protection to Magnolia if, on or before, January 1, 2014, Kingsway sells any Restricted Shares at a price less than Cdn$1.85 per Restricted Share. In such event, Kingsway shall assign to Magnolia that number of Restricted Shares, for no additional consideration, necessary so that, after the assignment of such additional Restricted Shares, Magnolia's average cost per share shall equal the lowest price at which Kingsway shall have sold such Restricted Shares. In addition, under the Share Purchase Agreement, Kingsway has agreed to use its commercially reasonable best efforts to cause the 1,621,621 Restricted Shares to be covered by any registration statement proposed to be filed by Atlas to register any securities under the United States Securities Act of 1933.
Closing of the Share Purchase is conditional upon, among other things, the assignment by Kingsway to Magnolia of the registration rights agreement dated December 31, 2010 and Atlas' prior consent to such assignment, the receipt by Magnolia of a Form A waiver or exemption from the Illinois Department of Insurance, any required approvals of the TSX Venture Exchange and certain other customary conditions. Under the Share Purchase Agreement, closing of the Share Purchase is to take place on the business day immediately following the satisfaction or waiver of all such conditions, and is expected to occur on or before October 15, 2012.
The 1,621,621 Restricted Shares (and Ordinary Shares into which they will be converted) to be acquired pursuant to the Share Purchase are being acquired by Magnolia for investment purposes. Magnolia's holdings will be reviewed from time to time by Messrs. Adelson and Heyman and may be increased or decreased as future circumstances may dictate.
Magnolia currently beneficially owns and Messrs. Adelson and Heyman exercise control and direction over 100 Atlas Ordinary Shares. Assuming completion of the Share Purchase, Magnolia will also beneficially own and Messrs. Adelson and Heyman will also exercise control and direction over 1,621,621 Restricted Shares which represents approximately 11.7% of the Restricted Shares outstanding (based on there being 13,804,861 Restricted Shares issued and outstanding as at June 30, 2012 as per Atlas' Form 10-Q dated August 13, 2012 (the "Atlas 10-Q") filed on SEDAR). Assuming further the automatic conversion of the 1,621,621 Restricted Shares into Ordinary Shares on a one for one basis, Magnolia will beneficially own and Messrs. Adelson and Heyman will exercise control and direction over 1,621,721 Ordinary Shares which represents approximately 25.9% percent of the Ordinary Shares outstanding (calculated on partially-diluted basis, based on there being 4,628,292 Ordinary Shares issued and outstanding as at June 30, 2012 as per the Atlas Form 10-Q).