Kingsway Arms Announces Results of Shareholder Meeting and Return of Capital Distribution

TORONTO, ONTARIO–(Marketwired – Sept. 30, 2015) – Kingsway Arms Retirement Residences Inc. (TSX VENTURE:KWA) (the “Company” or “Kingsway”) provides the following update regarding recent developments. At the special meeting of shareholders held on September 30, 2015 (the “Meeting”), the Company’s shareholders:

  1. Approved by ordinary resolution and by disinterested shareholder approval an amendment to the stock option plan of the Company (The “Stock Option Plan”) to increase the aggregate number of common shares of the Company which are available for issuance and issued under the Stock Option Plan from 3,400,000 common shares to 4,058,000 common shares;
  1. Approved by ordinary resolution and by disinterested shareholder approval an amendment and restatement of section 7(d) to the Stock Option Plan to provide that options held by directors, officers, promoters, consultants, employees or key personnel of the Company who cease to serve in that capacity for any reason other than death would expire 12 months after the date of that termination of service; and
  1. Authorized by special resolution the board of directors of the Company (the “Board”) to reduce the stated capital of the common shares of the Company on one or more occasions, by up to $3,189,500 and to make one or more special distributions to the Company’s shareholders as a return of capital to shareholders, as a regular dividend, or otherwise, up to a maximum aggregate amount of $3,189,500.

At the Meeting, the shareholders also approved that notwithstanding the approval of the above resolutions the Board may revoke the ordinary and/or special resolutions at any time before being partially or fully implemented, without further action by the shareholders of the Company.

Kingsway announces a return of capital distribution of $0.055 per share (the “Return of Capital”) to shareholders of record as at the close of business on October 7, 2015 (the “Record Date”). The Return of Capital payment will be made in cash and will be subject to the “Due Bill” trading requirements mandated by the TSX Venture Exchange. The sums to be distributed by the Company as a Return of Capital are net proceeds from Kingsway’s sale of its Aurora retirement residence, which closed in August of 2015.

Because the amount of the Return of Capital represents a distribution of greater than 25% of the stock price of the Company on the declaration date, the TSX Venture Exchange has required that the common shares will trade on a “Due Bill” basis during the period (the “Due Bill Period”) from October 5, 2015 until the close of trading on the October 15, 2015 (the “Payment Date”).

This means that buyers of common shares during the Due Bill Period will receive the Return of Capital payment, provided they continue to be holders of the applicable common shares on the Payment Date.

The common shares will commence trading on an ex-distribution basis (i.e. without an attached “Due Bill” entitlement to the Return of Capital) commencing the opening of trading on October 16, 2015 (i.e. the next trading day after the Payment Date). The Due Bill redemption date will be October 20, 2015. As a result of the common shares trading on a Due Bill basis during the Due Bill Period, those entitled to be paid the Return of Capital distribution owing on the Due Bills should expect to receive that payment by the Due Bill redemption date of October 20, 2015.

After having completed the Return of Capital distribution, the Company will nonetheless retain significant sums as working capital. Management is therefore currently evaluating options available to the Company and for the Company’s future direction, and will update shareholders in due course.

Safe Harbor Statement:

This press release contains forward-looking statements. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company’s actual results to differ materially from those projected in such forward-looking statements. In particular, factors that could cause actual results to differ materially from those in forward-looking statements include: our ability to identify or complete future transactions on acceptable terms; if at all. Forward-looking statements speak only as of the date made and are not guarantees of future performance. We undertake no obligation to publicly update or revise any forward-looking statements. When used in this document, the words “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “should,” “intend,” “may,” “will,” “would,” “potential,” and similar expressions may be used to identify forward-looking statements.

This press release is not an offer of securities for sale in the United States. The securities of the Company referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended. Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration.

Neither the 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 press release.

Kingsway Arms Retirement Residences Inc.
Mr. Dan Amadori
Chair, Board of Directors
416-644-4361