Fairfax Financial Holdings Limited (“
Fairfax”)
(TSX: FFH and FFH.U) announces that the Toronto Stock Exchange (the
“
TSX”) has accepted a notice filed by Fairfax of
its intention to commence 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:
Cumulative 5-Year Rate Reset Preferred Shares, Series C
(“
Series C Shares”), Cumulative Floating Rate
Preferred Shares, Series D (“
Series D Shares”),
Cumulative 5-Year Rate Reset Preferred Shares, Series E
(“
Series E Shares”), Cumulative Floating Rate
Preferred Shares, Series F (“
Series F Shares”),
Cumulative 5-Year Rate Reset Preferred Shares, Series G
(“
Series G Shares”), Cumulative Floating Rate
Preferred Shares, Series H (“
Series H Shares”),
Cumulative 5-Year Rate Reset Preferred Shares, Series I
(“
Series I Shares”), Cumulative Floating Rate
Preferred Shares, Series J (“
Series J Shares”),
Cumulative 5-Year Rate Reset Preferred Shares, Series K
(“
Series K Shares”) and Cumulative 5-Year Rate
Reset Preferred Shares, Series M (“
Series M
Shares” and, together with the Series C Shares, Series D
Shares, Series E Shares, Series F Shares, Series G Shares, Series H
Shares, Series I Shares, Series J Shares and Series K Shares, the
“
Preferred Shares”). Purchases will be made in
accordance with the rules and policies of the TSX and Subordinate
Voting Shares and Preferred Shares purchased will be cancelled.
As stated in the notice, Fairfax’s board of
directors has approved the purchase on the TSX, during the period
commencing September 30, 2021 and ending September 29, 2022, of
Subordinate Voting Shares and Preferred Shares up to the following
limits:
|
|
|
|
|
|
|
Limit on Purchases |
|
Securities Outstanding1 |
|
Public Float |
|
Average Daily Trading Volume |
|
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 |
|
1,120 |
Series E Shares |
5,440,132 |
|
5,436,132 |
|
3,795 |
|
543,613 |
|
1,000 |
Series F Shares |
2,099,046 |
|
1,735,746 |
|
2,188 |
|
173,574 |
|
1,000 |
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 |
|
1,000 |
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 |
|
1,000 |
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 |
_______Notes:
- As of September 16, 2021.
- Represents approximately 10% of the
public 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 over the TSX
(or alternative Canadian trading systems) during the course of one
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 pursuant to block purchase
exemptions.
Fairfax is making this NCIB because it believes
that in appropriate circumstances its Subordinate Voting Shares and
Preferred Shares represent an attractive investment opportunity and
that, with respect to the Subordinate Voting Shares, purchases
under the bid will enhance the value of the Subordinate Voting
Shares held by the remaining shareholders.
Pursuant to its existing normal course issuer
bid, Fairfax sought and received approval from the TSX to purchase
up to 2,455,854 Subordinate Voting Shares, 751,034 Series C Shares,
178,415 Series D Shares, 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 Series K Shares
and 919,600 Series M Shares. Under its existing normal course
issuer bid, Fairfax has 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 last twelve months at a weighted average price per
share of Cdn.$515.88. Fairfax has not purchased any Preferred
Shares under its existing normal course issuer bid.
Fairfax also announces that it has entered into
an automatic share purchase plan (the “ASPP”) with
a designated broker to allow for the purchase of its Subordinate
Voting Shares and each series of its Preferred Shares under the
NCIB at times when Fairfax normally would not be active in the
market due to applicable regulatory restrictions or internal
trading black-out periods. Before the commencement of any
particular internal trading black-out period, Fairfax may, but is
not required to, instruct its designated broker to make purchases
of Subordinate Voting Shares and/or Preferred Shares under the NCIB
during the ensuing black-out period in accordance with the terms of
the ASPP. Such purchases will be determined by the broker in its
sole discretion based on parameters established by Fairfax prior to
commencement of the applicable black-out period in accordance with
the terms of the ASPP and applicable TSX rules. Outside of these
black-out periods, Subordinate Voting Shares and Preferred Shares
will be purchasable by Fairfax at its discretion under its
NCIB.
The ASPP is effective as of September 30, 2021
and will terminate on the earliest of the date on which: (a) the
maximum annual purchase limit in respect of the Subordinate Voting
Shares and each series of Preferred Shares under the NCIB has been
reached; (b) the NCIB expires; or (c) Fairfax terminates the ASPP
in accordance with its terms. The ASPP constitutes an “automatic
securities purchase plan” under applicable Canadian securities
laws.
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 |
|
at (416) 367-4941 |
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