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UNITED STATES/
TORONTO, March 31, 2021 /CNW/ - Intact Financial
Corporation (TSX: IFC) ("Intact" or the "Company") announced today
that it has completed its previously announced offering of
$250 million principal amount of
4.125% fixed-to-fixed rate subordinated notes, series 1, due
March 31, 2081 (the "Notes").
The Notes were offered through an underwriting syndicate co-led
by CIBC Capital Markets, National Bank Financial Markets and
TD Securities. The Notes are direct unsecured obligations of Intact
and are subordinated to all senior indebtedness of Intact and
effectively subordinated to all indebtedness and obligations of
Intact's subsidiaries. The Notes bear interest at a fixed annual
rate of 4.125% until March 31, 2026
and the interest rate of the Notes will be reset on that date and
on every fifth anniversary of such date until maturity on
March 31, 2081 at a fixed interest
rate per annum equal to the Government of Canada Yield on the
business day prior to such interest reset date plus 3.196%.
The Notes were 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 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 have been given a rating of BBB (high) with a Stable
trend by DBRS Limited, a rating of Baa3 with a Stable outlook
by Moody's Investors Service, Inc. and a rating of BBB
by Fitch Ratings, Inc.
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/.
The securities 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.
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 31,
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
expected use of the net proceeds of the Private Placement 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 Acquisition is subject to customary closing
conditions, termination rights and other risks and uncertainties,
including, without limitation, regulatory approvals, and there can
be no assurance that the Acquisition will be completed within the
anticipated timeframe 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