Fairfax Announces Intention to Redeem Cumulative Preferred Shares, Series C & D
29 Noviembre 2024 - 6:00AM
Fairfax Financial Holdings Limited (“
Fairfax”)
(TSX: FFH and FFH.U) today announced its intention to redeem all of
its 7,515,642 outstanding Cumulative 5-Year Rate Reset Preferred
Shares, Series C (the “
Series C Shares”) and all
of its 2,484,358 outstanding Cumulative Floating Rate Preferred
Shares, Series D (the “
Series D Shares” and,
together with the Series C Shares, the “
Preferred
Shares”) on December 31, 2024 (the “
Redemption
Date”) at a redemption price equal to C$25.00 per share,
for an aggregate total amount of approximately C$250 million,
together with all accrued and unpaid dividends up to but excluding
the Redemption Date (the “
Redemption Price”), less
any tax required to be deducted and withheld by Fairfax.
Formal notice will be delivered to the sole
registered holder of the Preferred Shares in accordance with the
terms of the Preferred Shares of the applicable series as set out
in Fairfax’s articles.
Separately from the Redemption Price, (i) the
final quarterly dividend of C$0.294313 per Series C Share will be
paid in the usual manner to holders of Series C Shares on December
31, 2024, and (ii) the final quarterly dividend of C$0.47858 per
Series D Share will be paid in the usual manner to holders of
Series D Shares December 30, 2024, in each case to shareholders of
record on December 13, 2024.
Fairfax intends to use a portion of the net
proceeds from the previously announced public offering of C$700
million aggregate principal amount of its Senior Notes to redeem
the outstanding Preferred Shares.
Non-registered holders of Preferred Shares
should contact their broker or other intermediary for information
regarding the redemption process for the series of Preferred Shares
in which they hold a beneficial interest. Fairfax’s transfer agent
for the Preferred Shares is Computershare Trust Company of Canada
(“Computershare”). Questions regarding the
redemption process may be directed to Computershare at
1-800-564-6253 or by email to
corporateactions@computershare.com.
Following the redemption on December 31, 2024,
the Series C Shares and the Series D Shares will be delisted from
and no longer trade on the Toronto Stock Exchange
(“TSX”).
Fairfax is a holding company which, through its
subsidiaries, is primarily engaged in property and casualty
insurance and reinsurance and the associated investment
management.
For further information contact: John Varnell,
Vice President, Corporate Development at (416) 367-4941
Certain statements contained herein may
constitute “forward-looking statements” and are made pursuant to
the “safe harbour” provisions of applicable Canadian securities
laws. Such forward-looking statements may include, among other
things, Fairfax’s intention to redeem the Preferred Shares and the
subsequent delisting thereof on the TSX. Such forward-looking
statements are subject to known and unknown risks, uncertainties
and other factors which may cause the actual results, performance
or achievements of Fairfax to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, but are not
limited to: our ability to complete acquisitions and other
strategic transactions on the terms and timeframes contemplated,
and to achieve the anticipated benefits therefrom; a reduction in
net earnings if our loss reserves are insufficient; underwriting
losses on the risks we insure that are higher than expected; the
occurrence of catastrophic events with a frequency or severity
exceeding our estimates; changes in market variables, including
unfavourable changes in interest rates, foreign exchange rates,
equity prices and credit spreads, which could negatively affect our
operating results and investment portfolio; the cycles of the
insurance market and general economic conditions, which can
substantially influence our and our competitors’ premium rates and
capacity to write new business; insufficient reserves for asbestos,
environmental and other latent claims; exposure to credit risk in
the event our reinsurers fail to make payments to us under our
reinsurance arrangements; exposure to credit risk in the event our
insureds, insurance producers or reinsurance intermediaries fail to
remit premiums that are owed to us or failure by our insureds to
reimburse us for deductibles that are paid by us on their behalf;
our inability to maintain our long term debt ratings, the inability
of our subsidiaries to maintain financial or claims paying ability
ratings and the impact of a downgrade of such ratings on derivative
transactions that we or our subsidiaries have entered into; risks
associated with implementing our business strategies; the timing of
claims payments being sooner or the receipt of reinsurance
recoverables being later than anticipated by us; risks associated
with any use we may make of derivative instruments; the failure of
any hedging methods we may employ to achieve their desired risk
management objective; a decrease in the level of demand for
insurance or reinsurance products, or increased competition in the
insurance industry; the impact of emerging claim and coverage
issues or the failure of any of the loss limitation methods we
employ; our inability to access cash of our subsidiaries; an
increase in the amount of capital that we and our subsidiaries are
required to maintain and our inability to obtain required levels of
capital on favourable terms, if at all; the loss of key employees;
our inability to obtain reinsurance coverage in sufficient amounts,
at reasonable prices or on terms that adequately protect us; the
passage of legislation subjecting our businesses to additional
adverse requirements, supervision or regulation, including
additional tax regulation, in the United States, Bermuda, Canada or
other jurisdictions in which we operate; risks associated with
applicable laws and regulations relating to sanctions and corrupt
practices in foreign jurisdictions in which we operate; risks
associated with government investigations of, and litigation and
negative publicity related to, insurance industry practice or any
other conduct; risks associated with political and other
developments in foreign jurisdictions in which we operate; risks
associated with legal or regulatory proceedings or significant
litigation; failures or security breaches of our computer and data
processing systems; the influence exercisable by our significant
shareholder; adverse fluctuations in foreign currency exchange
rates; our dependence on independent brokers over whom we exercise
little control; operational, financial reporting and other risks
associated with IFRS 17 – Insurance Contracts; financial reporting
risks relating to deferred taxes associated with amendments to IAS
12 – Income Taxes; impairment of the carrying value of our
goodwill, indefinite-lived intangible assets or investments in
associates; our failure to realize deferred income tax assets;
technological or other change which adversely impacts demand, or
the premiums payable, for the insurance coverages we offer;
disruptions of our information technology systems; assessments and
shared market mechanisms which may adversely affect our insurance
subsidiaries; and risks associated with the conflicts in Ukraine
and Israel and the development of other geopolitical events and
economic disruptions worldwide. Additional risks and uncertainties
are described in our most recently issued Annual Report which is
available at www.fairfax.ca and on SEDAR+ at www.sedarplus.ca, and
in our base shelf prospectus (under “Risk Factors”) filed with the
securities regulatory authorities in Canada, which is available on
SEDAR+ at www.sedarplus.ca. Fairfax disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by applicable securities law.
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