TORONTO, Sep 28, 2021 (GLOBE NEWSWIRE) – Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U) announces that the Toronto Stock Exchange (the“TSX”) Accepted a notice filed by Fairfax of its intention to launch a normal course issuer bid (“NCIB”) Through the facilities of the TSX (or other alternative Canadian trading systems) for its Subordinate Voting Shares and the following series of its Preferred Shares:Series C shares”), Cumulative Variable Rate Preferred Shares, Series D (“Series D shares”), 5-Year Cumulative Rate Reset Preferred Shares, Series E (“Series E shares”), Cumulative Floating Rate Preferred Shares, Series F (“Series F shares”), 5 Year Cumulative Rate Reset Preferred Shares, Series G (“Series G shares”), Cumulative Floating Rate Preferred Shares, Series H (“Series H shares”), 5 Year Cumulative Rate Reset Preferred Shares, Series I (“Series I shares”), Cumulative Variable Rate Preferred Shares, Series J (“Series J shares”), 5 Year Cumulative Rate Reset Preferred Shares, Series K (“Series K shares”) And 5-Year Cumulative Rate Reset Preferred Shares, Series M (“Series M shares”And, with Series C shares, Series D shares, Series E shares, Series F shares, Series G shares, Series H shares, Series I shares, Series shares J and Series K Shares, the “Preferred shares”). Purchases will be made in accordance with the rules and policies of the TSX and any Subordinate Voting Shares and Preferred Shares purchased will be canceled.
As stated in the notice, Fairfax’s board of directors has approved the purchase from the Toronto Stock Exchange, during the period beginning September 30, 2021 and ending September 29, 2022, of shares entitled to subordinate voting and preferred shares up to the following limits:
|Total limit2||Daily limit3|
|Subordinate voting shares||26 986 170||26,027,601||48,392||2 602 760||12,098|
|Series C shares||7,515,642||7,510,342||7 345||751,034||1,836|
|Series D shares||2,484,358||1,784,158||4,480||178,415||1120|
|Series E shares||5,440,132||5,436,132||3 795||543,613||1000|
|Series F shares||2,099,046||1,735,746||2 188||173,574||1000|
|Series G shares||7 719 843||7 719 843||5 444||771 984||1,361|
|Series H shares||2,280,157||2,280,157||1 874||228,015||1000|
|Series I shares||10 420 101||10 420 101||5,804||1,042,010||1,451|
|Series J shares||1,579,899||1,579,899||1,426||157,989||1000|
|Series K shares||9,500,000||9,500,000||7,436||950,000||1,859|
|Series M shares||9,200,000||9,196,000||5,898||919,600||1 474|
- As of September 16, 2021.
- Represents approximately 10% of the free float in respect of the Subordinate Voting Shares and each series of preferred shares.
- Represents the maximum number of shares of that class or series that may be purchased on the TSX (or other Canadian trading systems) during a trading day. This amount is equal to the greater of (i) 25% of the average daily trading volume on the TSX calculated in accordance with the rules of the TSX, and (ii) 1,000 shares. This limitation does not apply to purchases made under bulk purchasing exemptions.
Fairfax is making this issuer bid because it believes that, under appropriate circumstances, its Subordinate Voting Shares and Preferred Shares represent an attractive investment opportunity and that, with respect to the Voting Shares Subordinate Voting Shares, the purchases under the Offer will increase the value of the Subordinate Voting Shares held by the remaining Shareholders.
Pursuant to its normal course issuer bid, Fairfax has requested and received approval from the TSX to purchase up to 2,455,854 Subordinate Voting Shares, 751,034 Series C Shares, 178,415 Shares Series D, 543,613 Series E Shares, 173,574 Series F Shares, 743,295 Series G Shares, 256,704 Series H Shares, 1,046,555 Series I Shares, 153,444 Series J Shares, 950,000 Shares Series K and 919,600 Series M shares. As part of its normal course issuer bid, Fairfax purchased 448,494 of its subordinate voting shares, which included subordinate voting shares reserved for share-based payment awards, through open market purchases on the TSX during the past twelve months at a weighted average price per share. of CA $ 515.88. Fairfax did not purchase any preferred shares as part of its normal course issuer bid.
Fairfax also announces that it has entered into an Automatic Stock Purchase Plan (the “PAES”) From a broker designated to permit the purchase of its Subordinate Voting Shares and each series of its Preferred Shares pursuant to the issuer bid at times when Fairfax would not normally be active in the market due to applicable regulatory restrictions or an interruption of internal trading periods. Prior to the start of a particular internal blackout period, Fairfax may, but is not required to, request its designated broker to make purchases of Subordinate Voting Shares and / or Shares. privileged within the framework of the public tender offer during the following blackout period in accordance with the terms of the ASPP. Such purchases will be determined by the dealer in its sole discretion based on parameters established by Fairfax prior to the start of the applicable blackout period in accordance with the terms of the RPEA and applicable TSX rules. Outside of these blackout periods, Subordinate Voting Shares and Preferred Shares may be purchased by Fairfax at its discretion pursuant to its issuer bid.
The RPAP is effective September 30, 2021 and will end on the earliest of the dates on which: (a) the maximum annual purchase limit in respect of the Subordinate Voting Shares and each series of preferred shares in the terms of the public tender offer will be reached; (b) the NCIB expires; or (c) Fairfax terminates the ASPP in accordance with its terms. The ASPP constitutes an “automatic security purchase plan & CloseCurlyDoubleQuote; under applicable Canadian securities laws.
Fairfax is a holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and related investment management.
|For more information contact:||John Varnell, Vice-President, Corporate Development|
|at (416) 367-4941|