Intact Financial Corporation Announces $100 Million Preferred Share Offering
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, March 07, 2022 (GLOBE NEWSWIRE) -- Intact Financial Corporation (TSX:IFC) (“Intact” or the “Company”) announced today that it has entered into an agreement with a syndicate of underwriters led by TD Securities Inc. together with BMO Capital Markets, CIBC Capital Markets, National Bank Financial, RBC Capital Markets and Scotiabank pursuant to which the underwriters have agreed to purchase, on a bought deal basis, 4,000,000 Non-Cumulative Class A Shares, Series 11 (the “Series 11 Shares”) from Intact for sale to the public at a price of $25.00 per Series 11 Share (the “Offering Price”), representing aggregate gross proceeds of $100 million (the “Offering”).
Intact has granted the underwriters an underwriters’ option to purchase up to an additional 2,000,000 Series 11 Shares at the Offering Price, which option is exercisable at any time up to 48 hours before closing of the Offering. Should the underwriters’ option be fully exercised, the total gross proceeds of the Offering will be $150 million.
The Series 11 Shares will yield 5.25% per annum, payable quarterly, as and when declared by the Board of Directors of the Company. The Series 11 Shares will not be redeemable prior to March 31, 2027. On and after March 31, 2027, Intact may, on not less than 30 nor more than 60 days’ notice, redeem for cash the Series 11 Shares in whole or in part, at the Company’s option, at $26.00 per Series 11 Share if redeemed on or after March 31, 2027 and prior to March 31, 2028; $25.75 per Series 11 Share if redeemed on or after March 31, 2028 and prior to March 31, 2029; $25.50 per Series 11 Share if redeemed on or after March 31, 2029 and prior to March 31, 2030; $25.25 per Series 11 Share if redeemed on or after March 31, 2030 and prior to March 31, 2031; and $25.00 per Series 11 Share if redeemed on or after March 31, 2031, in each case together with all declared and unpaid dividends up to but excluding the date of redemption.
The Offering is expected to close on March 15, 2022. The net proceeds are expected to be used by Intact to fund a portion of the redemption price of all of the outstanding floating rate restricted notes (approximately $445 million, based on current exchange rates) of the Company’s subsidiary, RSA Insurance Group Limited (formerly RSA Insurance Group plc) and/or for general corporate purposes.
The Series 11 Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “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 news release shall not constitute an offer to sell or the solicitation of an offer to buy the Series 11 Shares in the United States or in any other jurisdiction where such offer, solicitation or sale would be unlawful.
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.
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This press release contains forward-looking statements. When used in this press release, 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. This press release contains forward-looking statements with respect to, among other things, the use of proceeds of the Offering and the anticipated closing of the Offering. Unless otherwise indicated, all forward-looking statements in this press release are made as of March 7, 2022 and are subject to change after that date.
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. 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 Offering and the expected use of the net proceeds thereof. However, the completion of the Offering is subject to customary closing conditions, termination rights and other risks and uncertainties, and there can be no assurance that the Offering will be completed within anticipated timeframes or at all.
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, including, without limitation, the following factors: the timing and completion of the Offering.
All of the forward-looking statements included in this press release are qualified by these cautionary statements, those made in the section entitled "Risk Management" of the Company's management's discussion and analysis of operating and financial results for the year ended December 31, 2021 and those that may be made in the prospectus supplement to be filed in respect of the Offering. These cautionary statements are not intended to represent a complete list of the factors that could affect the Company. These cautionary statements 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. Investors should not rely on forward-looking statements to make decisions, and investors should ensure the preceding information is carefully considered when reviewing 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.