Fairfax Announces Potential Gains on Its Investment in Digit
05 July 2021 - 9:55PM
Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U)
announces that Go Digit General Insurance Limited (“Digit
Insurance”), an Indian digital general insurance subsidiary of
Fairfax’s 49%-owned Go Digit Infoworks Services Private Limited
(“Digit”), has entered into agreements with Faering Capital,
Sequoia Capital India, IIFL Alternate Asset Managers and certain
other parties to raise approximately $200 million (14.9 billion
Indian rupees) for new equity shares, valuing Digit Insurance at
approximately $3.5 billion (259.5 billion Indian rupees). The
transactions are subject to customary closing conditions, including
regulatory approval, and are expected to close in the third quarter
of 2021.
When the new equity issuances by Digit Insurance
close, the increased valuation of Digit Insurance will result in
Fairfax recording a net unrealized gain on investments of
approximately $1.4 billion on its investment in Digit compulsorily
convertible preference shares (an increase of approximately $47 in
book value per basic share). In addition at that time, the pre-tax
excess of fair value over carrying value of Fairfax’s equity
accounted interest in Digit will increase by approximately $0.4
billion (an increase of a further approximately $14 in book value
per basic share), which will not be reflected in Fairfax’s
consolidated net earnings or in the calculation of book value per
share until the Indian government gives final approval of its
announced intention to increase foreign ownership limits in the
insurance sector from 49.0% to 74.0% and Fairfax obtains regulatory
approval specific to its holdings in Digit.
Fairfax’s 49.0% equity interest in Digit is
comprised of a 45.3% interest in Digit common shares and a 3.7%
interest through Digit compulsorily convertible preference shares
that are considered in-substance equity. Foreign direct ownership
in the insurance sector in India is currently limited to 49.0% and,
as a result, the remainder of Fairfax’s investment in Digit
compulsorily convertible preference shares is recorded at fair
value through profit.
Since Digit was founded in 2017, Fairfax has
invested approximately $154 million in the company. That investment
is currently carried on Fairfax’s balance sheet at $532 million
and, when the new equity issuances by Digit Insurance close and the
above-mentioned Indian government and regulatory approvals are
given, will have an aggregate market value of approximately $2.3
billion. This will result in a gain of approximately $1.8 billion,
resulting in an increase in the book value of Fairfax of
approximately $61 per basic share.
Fairfax is a holding company which, through its
subsidiaries, is engaged in property and casualty insurance and
reinsurance and the associated investment management.
For further information,
contact: John
Varnell, Vice President, Corporate Development (416) 367-4941
In presenting Fairfax’s preliminary unaudited
financial information on its investments in Digit in this Press
Release, management has included the measure “pre-tax excess of
fair value over carrying value”. The excess of fair value over
carrying value of this investment, while not included in the
calculation of book value per share, is regularly reviewed by
management as an indicator of performance. The fair values and
adjusted carrying values of Fairfax’s investments in insurance and
non-insurance associates represent their fair values and carrying
values that are presented in note 6 (Investments in Associates) to
Fairfax’s interim consolidated financial statements.
Certain statements contained herein may
constitute forward-looking statements and are made pursuant to the
“safe harbour” provisions of applicable Canadian securities laws.
Such forward-looking statements are subject to known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Fairfax to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such
factors include, but are not limited to: a reduction in net
earnings if our loss reserves are insufficient; underwriting losses
on the risks we insure that are higher or lower than expected; the
occurrence of catastrophic events with a frequency or severity
exceeding our estimates; changes in market variables, including
interest rates, foreign exchange rates, equity prices and credit
spreads, which could negatively affect our investment portfolio;
risks associated with the global pandemic caused by COVID-19, and
the related global reduction in commerce and substantial downturns
in stock markets worldwide; the cycles of the insurance market and
general economic conditions, which can substantially influence our
and our competitors’ premium rates and capacity to write new
business; insufficient reserves for asbestos, environmental and
other latent claims; exposure to credit risk in the event our
reinsurers fail to make payments to us under our reinsurance
arrangements; exposure to credit risk in the event our insureds,
insurance producers or reinsurance intermediaries fail to remit
premiums that are owed to us or failure by our insureds to
reimburse us for deductibles that are paid by us on their behalf;
our inability to maintain our long term debt ratings, the inability
of our subsidiaries to maintain financial or claims paying ability
ratings and the impact of a downgrade of such ratings on derivative
transactions that we or our subsidiaries have entered into; risks
associated with implementing our business strategies; the timing of
claims payments being sooner or the receipt of reinsurance
recoverables being later than anticipated by us; risks associated
with any use we may make of derivative instruments; the failure of
any hedging methods we may employ to achieve their desired risk
management objective; a decrease in the level of demand for
insurance or reinsurance products, or increased competition in the
insurance industry; the impact of emerging claim and coverage
issues or the failure of any of the loss limitation methods we
employ; our inability to access cash of our subsidiaries; our
inability to obtain required levels of capital on favourable terms,
if at all; the loss of key employees; our inability to obtain
reinsurance coverage in sufficient amounts, at reasonable prices or
on terms that adequately protect us; the passage of legislation
subjecting our businesses to additional adverse requirements,
supervision or regulation, including additional tax regulation, in
the United States, Canada or other jurisdictions in which we
operate; risks associated with government investigations of, and
litigation and negative publicity related to, insurance industry
practice or any other conduct; risks associated with political and
other developments in foreign jurisdictions in which we operate;
risks associated with legal or regulatory proceedings or
significant litigation; failures or security breaches of our
computer and data processing systems; the influence exercisable by
our significant shareholder; adverse fluctuations in foreign
currency exchange rates; our dependence on independent brokers over
whom we exercise little control; impairment of the carrying value
of our goodwill, indefinite-lived intangible assets or investments
in associates; our failure to realize deferred income tax assets;
technological or other change which adversely impacts demand, or
the premiums payable, for the insurance coverages we offer;
disruptions of our information technology systems; assessments and
shared market mechanisms which may adversely affect our insurance
subsidiaries; and adverse consequences to our business, our
investments and our personnel resulting from or related to the
COVID-19 pandemic. Additional risks and uncertainties are described
in our most recently issued Annual Report which is available at
www.fairfax.ca and in our Base Shelf Prospectus (under “Risk
Factors”) filed with the securities regulatory authorities in
Canada, which is available on SEDAR at www.sedar.com. Fairfax
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable
securities law.
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