/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
TORONTO, March 26, 2021 /CNW/ - Intact Financial
Corporation (TSX: IFC) ("Intact" or the "Company") announced today
that it has agreed to issue $250
million principal amount of 4.125% fixed-to-fixed rate
subordinated notes, series 1, due March 31,
2081 (the "Notes"). The Notes will be direct unsecured
obligations of Intact and will be subordinated to all senior
indebtedness of Intact and effectively subordinated to all
indebtedness and obligations of Intact's subsidiaries.
The Notes will bear interest at a fixed annual rate of 4.125%
until March 31, 2026 and the interest
rate will reset on that date and on every fifth anniversary of such
date until the maturity date at a fixed interest rate per annum
equal to the Government of Canada Yield on the business day prior
to such interest reset day plus 3.196%. The Notes will be converted
automatically into Non-Cumulative Class A Shares, series 10 of the
Company upon certain bankruptcy or insolvency related events as
specified in the trust indenture for the Notes. The Notes are being
offered by way of private placement to accredited investors that
are not individuals in each of the provinces of Canada (the "Private Placement"). The net
proceeds from the Private Placement will be used by Intact to
fund a portion of the purchase price for its previously announced
proposed acquisition (the "Acquisition") of the entire issued and
to be issued share capital of RSA Insurance Group PLC, to be
carried out by the Company together with Tryg A/S. If the
Acquisition is not completed, the net proceeds of the Private
Placement will be used by Intact for general corporate
purposes.
The Notes, offered on an underwritten basis through a syndicate
co-led by CIBC Capital Markets, National Bank Financial
Markets, and TD Securities, are expected to be issued on or
about March 31, 2021.
The securities to be offered have not been and will not be
registered under the U.S. Securities Act of 1933, as amended ("U.S.
Securities Act"), and may not be offered or sold in the United
States or to or for the account or benefit of U.S. persons
absent registration or an applicable exemption from the
registration requirements of the U.S. Securities Act. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy such securities in the United
States or in any other jurisdiction where such offer is
unlawful.
The closing of the Acquisition is expected to occur in the
second quarter of 2021 subject to receipt of the relevant approvals
and the satisfaction or (where capable of waiver) waiver of other
conditions to closing.
Additional information on the Acquisition is available at
Intact's website at
https://www.intactfc.com/English/investors/.
About Intact Financial Corporation
Intact Financial Corporation is the largest provider of property
and casualty (P&C) insurance in Canada and a leading provider of specialty
insurance in North America, with
over $11 billion in total annual
premiums. The Company has approximately 16,000 employees who serve
more than five million personal, business and public sector clients
through offices in Canada and the
U.S.
In Canada, Intact distributes
insurance under the Intact Insurance brand through a wide network
of brokers, including its wholly-owned subsidiary BrokerLink, and
directly to consumers through belairdirect. Frank Cowan Company, a
leading MGA, distributes public entity insurance programs including
risk and claims management services in Canada.
In the U.S., Intact Insurance Specialty Solutions provides a
range of specialty insurance products and services through
independent agencies, regional and national brokers, wholesalers
and managing general agencies. Products are underwritten by the
insurance company subsidiaries of Intact Insurance Group
USA, LLC.
Cautionary note regarding forward-looking statements
Certain of the statements included in this press release about
the Private Placement, the expected use of the net proceeds thereof
and the Acquisition or any other future events or developments
constitute forward-looking statements. The words "may", "will",
"would", "should", "could", "expects", "plans", "intends",
"trends", "indications", "anticipates", "believes", "estimates",
"predicts", "likely", "potential" or the negative or other
variations of these words or other similar or comparable words or
phrases, are intended to identify forward-looking statements.
Unless otherwise indicated, all forward-looking statements in this
press release are made as of March 26,
2021 and are subject to change after that date.
Forward-looking statements are based on estimates and
assumptions made by management based on management's experience and
perception of historical trends, current conditions and expected
future developments, as well as other factors that management
believes are appropriate in the circumstances. In addition to other
estimates and assumptions which may be identified herein, estimates
and assumptions have been made regarding, among other things, the
anticipated closing of the Private Placement, expected use of the
net proceeds thereof and the receipt of all requisite
approvals relating to the Acquisition in a timely manner and on
terms acceptable to the Company. However, the completion of the
Private Placement and the Acquisition is each subject to customary
closing conditions, termination rights and other risks and
uncertainties, including, without limitation, in the case of the
Acquisition, regulatory approvals, and there can be no assurance
that the Private Placement and the Acquisition will be completed
within anticipated timeframes or at all.
All of the forward-looking statements included in this press
release are qualified by these cautionary statements and those made
in the section entitled Risk Management (Sections 28-33) of our
MD&A for the year ended December 31,
2020 and the section entitled Risk Factors - Risks Related
to the Acquisition of our presentation entitled "Building a Leading
P&C Insurer" dated November 18,
2020 and available on our website. These factors are not
intended to represent a complete list of the factors that could
affect the Company. These factors should, however, be considered
carefully. Although the forward-looking statements are based upon
what management believes to be reasonable assumptions, the Company
cannot assure investors that actual results will be consistent with
these forward-looking statements. Investors should not rely on
forward-looking statements to make decisions, and investors should
ensure the preceding information is carefully considered when
reviewing forward-looking statements contained herein. The Company
and management have no intention and undertake no obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
Disclaimer
This press release does not constitute or form part of any offer
for sale or solicitation of any offer to buy or subscribe for any
securities nor shall it or any part of it form the basis of or be
relied on in connection with, or act as any inducement to enter
into, any contract or commitment whatsoever.
The information contained in this press release concerning the
Company does not purport to be all-inclusive or to contain all the
information that an investor may desire to have in evaluating
whether or not to make an investment in the Company. The
information is qualified entirely by reference to the Company's
publicly disclosed information and the cautionary note regarding
forward-looking statements included in this press release.
No representation or warranty, express or implied, is made or
given by or on behalf of the Company or any of its the directors,
officers or employees as to the accuracy, completeness or fairness
of the information or opinions contained in this press release and
no responsibility or liability is accepted by any person for such
information or opinions. In furnishing this press release, the
Company does not undertake or agree to any obligation to provide
investors with access to any additional information or to update
this press release or to correct any inaccuracies in, or omissions
from, this press release that may become apparent. The information
and opinions contained in this press release are provided as at the
date of this press release. The contents of this press release are
not to be construed as legal, financial or tax advice. Each
investor should contact his, her or its own legal adviser,
independent financial adviser or tax adviser for legal, financial
or tax advice.
SOURCE Intact Financial Corporation