TORONTO, Sept. 16, 2021 /CNW/ - Intact Financial
Corporation ("IFC") (TSX: IFC) announced today that 58,082 of its
8,405,004 Non-cumulative Rate Reset Class A Shares Series 3 (the
"Series 3 Preferred Shares") were tendered for conversion on
September 30, 2021, on a one-for-one
basis, into Non-cumulative Floating Rate Class A Shares Series 4 of
IFC (the "Series 4 Preferred Shares") after having taken into
account all elections received before the September 15, 2021, 5:00
p.m. (ET) conversion deadline. Further, 886,758 of its
1,594,996 Series 4 Preferred Shares were tendered for conversion on
September 30, 2021, on a one-for-one
basis, into Series 3 Preferred Shares after having taken into
account all elections received before the September 15, 2021, 5:00
p.m. (ET) conversion deadline. As a result of these
conversions, less than 1,000,000 Series 4 Preferred Shares would
remain outstanding on September 30,
2021. Therefore, no Series 3 Preferred Shares will be
converted into Series 4 Preferred Shares, and all of the remaining
outstanding Series 4 Preferred Shares will automatically be
converted into Series 3 Preferred Shares on the basis of one Series
3 Preferred Share for each Series 4 Preferred Share, on
September 30, 2021. IFC will have
10,000,000 Series 3 Preferred Shares issued and outstanding. The
Series 3 Preferred Shares will continue to be listed on the Toronto
Stock Exchange ("TSX") under the symbol IFC.PR.C and the additional
shares will begin trading on the TSX on September 30, 2021, subject to IFC fulfilling all
the listing requirements of the TSX. The Series 4 Preferred Shares
will cease trading on the TSX at market open on September 30, 2021 and will be delisted following
market close on the same day.
Subject to certain conditions described in IFC's prospectus
supplement dated August 11, 2011, IFC
may redeem the Series 3 Preferred Shares, in whole or in part, on
September 30, 2026 and on
September 30 every five years
thereafter, in accordance with the terms described in IFC's
prospectus supplement dated August 11,
2011.
For more information on the terms of, and risks associated with
an investment in, the Series 3 Preferred Shares and the Series 4
Preferred Shares, please see IFC's prospectus supplement dated
August 11, 2011 which is available on
www.sedar.com.
Neither the Series 3 Preferred Shares nor the Series 4 Preferred
Shares have been or will be registered in the United States under the United States
Securities Act of 1933, as amended (the "Securities Act"), or the
securities laws of any state of the
United States and may not be offered, sold or delivered,
directly or indirectly, in the United
States, its territories, its possessions and other areas
subject to its jurisdiction or to, or for the account or benefit
of, a U.S. person (as defined in Regulation S under the Securities
Act), except in certain transactions exempt from, or not subject
to, the registration requirements of the Securities Act and
applicable state securities laws. This press release does not
constitute an offer to sell or a solicitation to buy securities in
the United States and any public
offering of the securities in the United
States must be made by means of a prospectus.
About Intact Financial Corporation
Intact Financial Corporation (TSX: IFC) is the largest provider
of property and casualty (P&C) insurance in Canada, a leading provider of global specialty
insurance, and, with RSA, a leader in the U.K. and Ireland. Our business has grown organically
and through acquisitions to over $20
billion of total annual premiums.
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. Intact also provides
affinity insurance solutions through the Johnson Affinity
Groups.
In the U.S., Intact Insurance Specialty Solutions provides a
range of specialty insurance products and services through
independent agencies, regional and national brokers, and
wholesalers and managing general agencies.
Outside of North America, the
Company provides personal, commercial and specialty insurance
solutions across the U.K., Ireland, Europe and the Middle East through the RSA brands.
Forward Looking Statements
Certain statements made in this news release are 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. These statements include,
without limitation, statements relating to future conversions,
redemptions, delisting, quantum and payment of dividends with
respect to the Series 3 Preferred Shares and the Series 4 Preferred
Shares. All such forward-looking statements are made pursuant to
the 'safe harbour' provisions of applicable Canadian securities
laws. Unless otherwise indicated, all forward-looking statements in
this press release are made as of September
16, 2021 and are subject to change after that date.
Forward-looking statements, by their very nature, are subject to
inherent risks and uncertainties and are based on several
assumptions, both general and specific, which give rise to the
possibility that actual results or events could differ materially
from our expectations expressed in or implied by such
forward-looking statements as a result of various factors,
including those discussed in IFC's most recently filed Annual
Information Form dated March 31, 2021
and those made in our Q2-2021 Management's Discussion and Analysis
(including in its "Risk Management" in sections 19-20), our 2020
Annual Management's Discussion and Analysis (sections 28-33), in
Notes 10 and 13 of our Consolidated Financial Statements for the
year ended December 31, 2020 and the
additional risk factors of the Company related to the proposed RSA
acquisition as described at pages 24-28 of the Company's
Presentation entitled "Building a Leading P&C Insurer -
Acquisition of RSA's Canada and
UK&I operations," dated November 18,
2020 and the risk factors included in the Company's Business
Acquisition Report dated June 16,
2021 and available on SEDAR at www.sedar.com. As a
result, we cannot guarantee that any forward-looking statement will
materialize and we caution you against relying on any of these
forward-looking statements. Except as may be required by Canadian
securities laws, we do not undertake any obligation to update or
revise any forward-looking statements contained in this news
release, whether as a result of new information, future events or
otherwise. Please read the cautionary note of IFC's Q2-2021
Management's Discussion and Analysis.
SOURCE Intact Financial Corporation