/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
TORONTO, Feb. 28,
2023 /CNW/ - Intact Financial Corporation (TSX: IFC)
("Intact" or the "Company") announced today that it intends to
issue $300 million principal amount
of 7.338% Limited Recourse Capital Notes Series 1 (Subordinated
Indebtedness), due June 30, 2083 (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 7.338%
until June 30, 2028 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 3.95%. In connection with the
issuance of the Notes, Intact will issue
300,000 Non-Cumulative Rate Reset Class A Shares, Series 12
(the "Series 12 Preferred Shares") to be held by Computershare
Trust Company of Canada, as
trustee of a newly formed trust (the "Limited Recourse Trust"). In
case of non-payment of interest on or the principal or redemption
price of the Notes when due, the recourse of each holder of Notes
will be limited to that holder's proportionate share of the Limited
Recourse Trust's assets, which will consist of Series 12 Preferred
Shares except in limited circumstances.
The Notes are being offered by way of private placement to
accredited investors that are not individuals in each of the
provinces and territories of Canada (the "Private Placement"). The net
proceeds from the Private Placement are expected to be used by
Intact (i) in order to subscribe for shares of one or more
subsidiaries of the Company to ultimately be used for general
corporate purposes and/or for the purpose of partially funding the
execution of the buy-in transaction (the "Buy-in Transaction")
announced by Intact on February 27,
2023 with respect to £6.5 billion of RSA UK pension plan liabilities, and/or (ii) in
order to repay all or a portion of any amounts borrowed for the
purpose of subscribing for shares of one or more subsidiaries of
the Company ultimately used for partially funding the Buy-in
Transaction.
The Notes, offered on a best efforts basis through a syndicate
co-led by CIBC Capital Markets and TD Securities, are
expected to be issued on or about March 7, 2023. The closing
of the Private Placement will be subject to certain customary
conditions, including, but not limited to, the execution of an
agency agreement with the syndicate.
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.
Additional information on the Buy-in Transaction is available at
Intact's web site at
https://www.intactfc.com/English/investors/.
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 $21
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 US, 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, and Europe through the RSA brands.
Cautionary note regarding
forward-looking statements
Certain of the statements included in this press release about
the Private Placement, including the closing of the Private
Placement and the expected use of the net proceeds of the Private
Placement, 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 the date hereof and are subject to
change.
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. Many factors could
cause the Company's actual results, performance or achievements or
future events or developments to differ materially from those
expressed or implied by the forward-looking statements. 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 and the
expected use of the net proceeds thereof. However, the completion
of the Private Placement is subject to customary closing
conditions, termination rights and other risks and uncertainties,
and there can be no assurance that the Private Placement 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 "Risk Management" sections of the Company's 2022
Management's Discussion and Analysis (Sections 30-34), in Notes 10
and 13 of the Company's Consolidated Financial Statements for the
year ended December 31, 2022 and in
the Company's Annual Information Form dated February 7, 2023, all of which are available on
Intact's web site at www.intactfc.com or on SEDAR at www.sedar.com.
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.
When relying on forward-looking statements to make decisions,
investors should ensure the preceding information is carefully
considered. Undue reliance should not be placed on forward-looking
statements made in this press release. The Company has no intention
and undertakes 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.
Any web site address included in this press release is an
inactive textual reference only and information appearing on such
website is not part of, and is not incorporated by reference in,
this press release.
SOURCE Intact Financial Corporation