/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
TORONTO, Sept. 14,
2023 /CNW/ - Intact Financial Corporation (TSX: IFC)
(Intact or the Company) announced today that it has completed a
private placement of Series 14 unsecured medium term notes (the
Notes).
The Notes were offered on a best efforts basis through a
syndicate led by CIBC Capital Markets and BMO Capital Markets.
The Notes are direct unsecured obligations of Intact and rank
equally with all other unsecured and unsubordinated indebtedness of
Intact. The Notes were issued with a principal amount of
$400 million and bear interest at a
fixed annual rate of 5.276% until maturity on September 14, 2054. The Notes were offered by way
of private placement to accredited investors in Canada (the Private Placement).
Intact intends to use the net proceeds from the Private
Placement in order to subscribe for shares of one or more
subsidiaries of the Company to ultimately be used for the purpose
of partially funding the execution of the proposed indirect
acquisition (the Acquisition) by Intact of assets comprising, among
other things, the brokered commercial lines operations of Direct
Line Insurance Group plc (Direct Line) and certain of its
affiliates (the Acquired Business), announced by Intact on
September 6, 2023 and related capital
requirements and integration costs. To the extent the net proceeds
of the Private Placement in combination with the proceeds from
Intact's offering of common shares announced on September 6, 2023, are (i) less than
the contemplated initial purchase price of the Acquisition, the
Company currently intends to use available cash resources,
undertake further financings or draw on one or more term loans
to satisfy such shortfall or (ii) greater than the contemplated
purchase price of the Acquisition, such excess net proceeds will be
used for general corporate purposes.
The Notes have each been given a rating of A with a positive
trend by DBRS Limited, a rating of Baa1 with a stable outlook
by Moody's Investors Service, Inc. and a rating of A-
with a stable trend by Fitch Ratings, Inc.
If (i) Royal & Sun Alliance Insurance Limited (RSA) does not
pay the initial cash purchase price for the Acquisition prior to
11:59 p.m. (London UK local time) on February 29, 2024, or (ii) Intact delivers to
CIBC notice stating that, or publicly confirms that, it does not
intend to proceed with the Acquisition, then Intact will be
required to redeem the Notes at a redemption price equal to 101% of
the aggregate principal amount of the Notes, plus accrued and
unpaid interest, if any, up to, but excluding, the date of
redemption.
Additional information on the Acquisition is available at
Intact's website at www.intactfc.com/investors/.
The Notes 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.
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.
In the U.K., Ireland, and
Europe, Intact provides a range of
personal, commercial and specialty insurance solutions through a
wide network of brokers, third party partners and directly to
customer under the RSA brands.
Cautionary note regarding
forward-looking statements and Non-IFRS Measures
Certain of the statements included in this press release about
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 completion of the Acquisition and the
expected use of the net proceeds of the Private Placement. However,
the completion of the Acquisition is subject to customary closing
conditions, termination rights and other risks and uncertainties,
and there can be no assurance that the Acquisition 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) and the
Company's Q2-2023 Management's Discussion and Analysis (Sections
19-20), 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 and those made in
the prospectus supplement dated September 8,
2023 filed in respect of the Company's previously announced
bought deal offering of common shares, all of which are available
on the Company's website at www.intactfc.com and on SEDAR+ at
www.sedarplus.ca. 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. 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.
The Company uses both International Financial Reporting
Standards (IFRS) and certain non-IFRS measures to assess
performance. Non-IFRS measures and non-IFRS ratios, including
debt-to-capital ratio, do not have any standardized meaning
prescribed by IFRS and are unlikely to be comparable to any similar
measures presented by other companies. They are used by management
to assess the Company's performance. For more information about
debt-to-capital ratio, including the definition and explanation of
how this measure provides useful information, refer to Section 21 –
Non-GAAP and other financial measures in the Company's Q2-2023
Management's Discussion and Analysis dated August 2, 2023, which Section is incorporated by
reference into this press release and which is available on the
Company's website at www.intactfc.com and on SEDAR+ at
www.sedarplus.ca.
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 website 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