Fairfax Announces Entering Into Swap Contracts in Respect of Common Shares of Ensign
June 15 2020 - 7:55AM
Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U)
announces that it has entered into, directly and through its
subsidiaries, cash-settled total return swap contracts (the “Swap
Contracts”) with a counterparty in respect of 4,557,600 notional
common shares (“Common Shares”) of Ensign Energy Services Inc.
(“Ensign”). The Swap Contracts are in respect of a notional amount
of Common Shares representing 2.79% of the issued and outstanding
Common Shares and were entered into from June 9 to June 12, 2020 at
an average reference price of C$1.3194 per notional Common Share.
The Swap Contracts have expiry dates ranging from June 9, 2021 to
June 14, 2021. The Swap Contracts may only be settled by cash
settlement and Fairfax does not have any right to physical
settlement. The Swap Contracts provide Fairfax with economic
results that are comparable to the economic ownership of the
notional amount of Common Shares. None of the Swap Contracts give
Fairfax direct or indirect voting, investment or dispositive
control over any securities of Ensign or requires the counterparty
thereto to acquire, hold, vote or dispose of any securities of
Ensign.
In addition to the Swap Contracts, Fairfax owns
and controls (directly or indirectly) 15,486,600 Common Shares and
C$11.05 million aggregate principal amount of convertible
debentures convertible into 1,578,571 Common Shares. Assuming
conversion of the convertible debentures, Fairfax owns and controls
(directly and indirectly) Common Shares representing 10.76% of the
issued and outstanding Common Shares.
Fairfax has acquired the Common Shares and
Convertible Debentures for investment purposes, and in the future,
it may discuss with management and/or the board of directors any of
the transactions listed in clauses (a) to (k) of item 5 of Form F1
of National Instrument 62-103 – The Early Warning System and
Related Take-over Bid and Insider Reporting Issues and it may
further purchase, hold, vote, trade, dispose or otherwise deal in
the securities of Ensign, in such manner as it deems advisable to
benefit from changes in market prices of Ensign securities,
publicly disclosed changes in the operations of Ensign, its
business strategy or prospects or from a material transaction of
Ensign.
An early warning report will be filed by Fairfax
in accordance with applicable securities laws and will be available
on SEDAR at www.sedar.com or may be obtained directly from Fairfax
upon request at the telephone number below.
Ensign’s head and registered office is located
at 400, 5th Avenue SW, Calgary, Alberta T2P 0L6.
Fairfax is a holding company incorporated under
the Canada Business Corporations Act 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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