Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U)
announces that it has determined the fixed dividend rate on its
Cumulative 5-Year Rate Reset Preferred Shares, Series E (the
“Series E Shares”) (TSX: FFH.PR.E) for the five years commencing
April 1, 2020 and ending March 31, 2025. The fixed quarterly
dividends on the Series E Shares during that period, if and when
declared, will be paid at an annual rate of 3.183% (C$0.198938 per
share per quarter).
Holders of Series E Shares have the right, at
their option, exercisable not later than 5:00 p.m. (Toronto time)
on March 16, 2020, to convert all or part of their Series E Shares,
on a one-for-one basis, into Cumulative Floating Rate Preferred
Shares, Series F (the “Series F Shares”) (TSX: FFH.PR.F), effective
March 31, 2020. The quarterly floating rate dividends on the Series
F Shares will be paid at an annual rate, calculated for each
quarter, of 2.16% over the annual yield on three-month Government
of Canada treasury bills. The actual quarterly dividend rate in
respect of the March 31, 2020 to June 29, 2020 dividend period for
the Series F Shares will be 0.94690% (3.79801% on an annualized
basis) and the dividend for such dividend period, if and when
declared, will be C$0.23673 per share, payable on June 29,
2020.
Holders of Series F Shares also have the right,
at their option, exercisable not later than 5:00 p.m. (Toronto
time) on March 16, 2020, to convert all or part of their Series F
Shares, on a one-for-one basis, into Series E Shares, effective
March 31, 2020. Holders of the Series F Shares who elect to convert
their shares by the conversion deadline will receive Series E
Shares effective March 31, 2020 and will be entitled to receive, if
and when declared, the fixed-rate dividend as described above.
Holders of Series E Shares are not required to
elect to convert all or any part of their Series E Shares into
Series F Shares and holders of Series F Shares are not required to
elect to convert all or any part of their Series F Shares into
Series E Shares. Holders of the Series E Shares who do not elect to
convert their shares by the conversion deadline will retain their
Series E Shares and will receive the fixed-rate dividend as
described above (subject to the automatic conversion features
described below). Holders of the Series F Shares who do not elect
to convert their shares by the conversion deadline will retain
their Series F Shares and will receive the floating-rate dividend
as described above (subject to the automatic conversion features
described below).
As provided in the share conditions of the
Series E Shares and the Series F Shares: (i) if Fairfax determines
that there would be fewer than 1,000,000 Series E Shares
outstanding after March 31, 2020, all remaining Series E Shares
will be automatically converted into Series F Shares on a
one-for-one basis effective March 31, 2020 and Fairfax will cause
the return of all Series F Shares tendered for conversion into
Series E Shares; and (ii) if Fairfax determines that there would be
fewer than 1,000,000 Series F Shares outstanding after March 31,
2020, all remaining Series F Shares will be automatically converted
into Series E Shares on a one-for-one basis effective March 31,
2020 and Fairfax will cause the return of all Series E Shares
tendered for conversion into Series F Shares.
There are currently 3,967,134 Series E Shares
and 3,572,044 Series F Shares outstanding. The Series E Shares and
the Series F Shares are listed on the Toronto Stock Exchange under
the trading symbols “FFH.PR.E” and “FFH.PR.F”, respectively.
Fairfax also announces that it has determined
the fixed dividend rate on its Cumulative 5-Year Rate Reset
Preferred Shares, Series M (“Series M Shares”) (TSX: FFH.PR.M) for
the five years commencing April 1, 2020 and ending March 31, 2025.
The fixed quarterly dividends on the Series M Shares during that
period, if and when declared, will be paid at an annual rate of
5.003% (C$0.312688 per share per quarter).
Holders of Series M Shares have the right, at
their option, exercisable not later than 5:00 p.m. (Toronto time)
on March 16, 2020, to convert all or part of their Series M Shares,
on a one-for-one basis, into Cumulative Floating Rate Preferred
Shares, Series N (the “Series N Shares”), effective March 31, 2020.
The quarterly floating rate dividends on the Series N Shares will
be paid at an annual rate, calculated for each quarter, of 3.98%
over the annual yield on three-month Government of Canada treasury
bills. The actual quarterly dividend rate in respect of the April
1, 2020 to June 29, 2020 dividend period for the Series N Shares
will be 1.38526% (5.61801% on an annualized basis) and the dividend
for such dividend period, if and when declared, will be C$0.34632
per share, payable on June 29, 2020.
Holders of Series M Shares are not required to
elect to convert all or any part of their Series M Shares into
Series N Shares.
As provided in the share conditions of the
Series M Shares: (i) if Fairfax determines that there would be
fewer than 1,000,000 Series M Shares outstanding after March 31,
2020, all remaining Series M Shares will be automatically converted
into Series N Shares on a one-for-one basis effective March 31,
2020; and (ii) if Fairfax determines that there would be fewer than
1,000,000 Series N Shares outstanding after March 31, 2020, no
Series M Shares will be permitted to be converted into Series N
Shares and Fairfax will cause the return of all Series M Shares
tendered for conversion into Series N Shares. There are currently
9,200,000 Series M Shares outstanding.
The Toronto Stock Exchange (“TSX”) has
conditionally approved the listing of the Series N Shares effective
upon conversion. Listing of the Series N Shares is subject to
Fairfax fulfilling all the listing requirements of the TSX and,
upon approval, the Series N Shares will be listed on the TSX under
the trading symbol “FFH.PR.N”.
Fairfax also announces that it has declared the
following quarterly dividends per share on its preferred
shares:
Series of Preferred Shares |
Dividend (C$) |
Payment Date |
Record Date |
Series C |
0.294313 |
March 31, 2020 |
March 13, 2020 |
Series D |
0.29930 |
March 30, 2020 |
Series E |
0.18188 |
March 31, 2020 |
Series F |
0.23760 |
March 30, 2020 |
Series G |
0.207375 |
March 31, 2020 |
Series H |
0.26253 |
March 30, 2020 |
Series I |
0.23175 |
March 31, 2020 |
Series J |
0.28060 |
March 30, 2020 |
Series K |
0.291938 |
March 31, 2020 |
Series M |
0.296875 |
March 31, 2020 |
Applicable Canadian withholding tax will be
applied to dividends payable to non-residents of Canada.
Fairfax has also determined the quarterly
dividend rates in respect of the March 31, 2020 to June 29, 2020
dividend period for its other floating rate preferred shares. The
rates, together with the dividends per share payable for such
period (if and when declared), are set forth below:
Series of Preferred Shares |
Rate (%) |
Annualized Rate (%) |
Dividend (C$) |
Series D |
1.19372 |
4.78801 |
0.29843 |
Series H |
1.04663 |
4.19801 |
0.26166 |
Series J |
1.11893 |
4.48801 |
0.27973 |
Fairfax is a holding company which, through its
subsidiaries, is 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 |
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