Intact Financial Corporation Announces Successful Completion of Consent and Proxy Solicitation Regarding $2.9 Billion Aggregate Principal of Medium Term Notes Français
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, June 6, 2025 /CNW/ - Intact Financial Corporation (TSX: IFC) (" Intact" or the " Company") announced today that, in connection with its previously announced consent and proxy solicitation, it has received the requisite written consents to amend the indenture governing 10 series of Canadian dollar-denominated medium term notes representing $2.9 billion aggregate principal amount.
As previously announced, Intact solicited written consents and proxies (the " Consent and Proxy Solicitation") whereby holders (collectively, " Noteholders") of Intact's outstanding Series 2 6.40% unsecured medium term notes due November 23, 2039, Series 3 6.20% unsecured medium term notes due July 8, 2061, Series 5 5.16% unsecured medium term notes due June 16, 2042, Series 6 3.77% unsecured medium term notes due March 2, 2026, Series 7 2.85% unsecured medium term notes due June 7, 2027, Series 9 1.928% unsecured medium term notes due December 16, 2030, Series 10 2.954% unsecured medium term notes due December 16, 2050, Series 12 2.179% unsecured medium term notes due May 18, 2028, Series 13 3.765% unsecured medium term notes due May 20, 2053 and Series 14 5.276% unsecured medium term notes due September 14, 2054 (collectively, the " Applicable Medium Term Notes") issued under the trust indenture between Intact, as issuer, and Computershare Trust Company of Canada (the " Trustee"), as trustee, dated as of May 21, 2009, as amended (the " Indenture"), were asked to consider an amendment by way of Extraordinary Resolution (as defined in the Indenture) (the " Amendment Resolution"), the full text of which is set forth within the joint consent and proxy solicitation statement (as it may be amended or supplemented, the " Consent and Proxy Solicitation Statement"), to approve a proposed amendment (the " Proposed Amendment") to the Indenture solely as it relates to the Applicable Medium Term Notes as described in the Consent and Proxy Solicitation Statement, and to authorize Intact, at its option, and the Trustee to enter into a supplemental indenture (the " Supplemental Indenture") pursuant to which the Proposed Amendment will come into force, all subject to the terms and conditions set forth in the Consent and Proxy Solicitation Statement.
The deadline for written consent expired at 5:00 p.m. (Toronto time) on June 5, 2025 (the " Written Consent Deadline"). Intact required the written consent of the holders of not less than 66 2/3% of the aggregate principal amount of the outstanding Applicable Medium Term Notes to consent to the Proposed Amendment. As at the Written Consent Deadline, Noteholders representing in excess of 66 2/3% of the aggregate outstanding principal amount of the Applicable Medium Term Notes consented to the Proposed Amendment. Intact and the Trustee will promptly execute the Supplemental Indenture pursuant to which the Proposed Amendment will come into force. The Supplemental Indenture will be effective when executed.
Because the Amendment Resolution was passed by written consent of the Noteholders by the Written Consent Deadline, the meeting of the Noteholders that was previously scheduled for 2:00 p.m. (Toronto time) on June 12, 2025 is cancelled.
Noteholders as of 5:00 p.m. (Toronto time) on May 7, 2025 who authorized and directed their CDS Participant (as defined in the Consent and Proxy Solicitation Statement) to elect to consent to the Proposed Amendment, and whose CDS Participant made such election prior to the Written Consent Deadline will receive a consent fee of $1.00 per $1,000 principal amount of Applicable Medium Term Notes held (the " Consent Fee"). Noteholders who failed to deliver a valid written consent prior to the Written Consent Deadline will not be entitled to receive the Consent Fee.
This press release is for informational purposes only and does not amend the Consent and Proxy Solicitation, which has expired on the terms and subject to the conditions set forth in the Consent and Proxy Solicitation Statement.
Any persons with questions regarding the Consent and Proxy Solicitation should contact:
About Intact Financial Corporation
Intact Financial Corporation (TSX: IFC) is the largest provider of Property and Casualty (P&C) insurance in Canada, a leading Specialty lines insurer with international expertise and a leader in Commercial lines in the UK and Ireland. The business has grown organically and through acquisitions to almost $24 billion of total annual operating direct premiums written (DPW).
In Canada, Intact distributes insurance under the Intact Insurance brand through agencies and a wide network of brokers, including its wholly- owned subsidiary BrokerLink. Intact also distributes directly to consumers through the belairdirect brand and affinity partnerships. Additionally, Intact provides exclusive and tailored offerings to high-net-worth customers through Intact Prestige.
In the US, Intact Insurance Specialty Solutions provides a range of Specialty insurance products and services through independent agencies, regional and national brokers, wholesalers and managing general agencies.
Across the UK, Ireland, and Europe, Intact provides Personal, Commercial and/or Specialty insurance solutions through the RSA, 123.ie, NIG and FarmWeb brands.
Cautionary note regarding forward-looking statements
Certain of the statements included in this press release about the Consent and Proxy Solicitation, including statements regarding the finalization of the Consent and Proxy Solicitation process, the payment of the Consent Fee, and the intent and timing of the implementation of the Proposed Amendment and execution of the Supplemental Indenture, 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 terms and conditions of the Consent and Proxy Solicitation and Proposed Amendment and the timing of the implementation of the Proposed Amendment.
All of the forward-looking statements included in this press release are qualified by these cautionary statements and those made in the section entitled Risk Management (Sections 25 and 28) included in IFC's management's discussion and analysis for the year ended December 31, 2024 and IFC's annual information form for the year ended December 31, 2024 and those made in the section entitled Risk Management (Section 14) included in IFC's management's discussion and analysis for the quarter ended March 31, 2025, 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.
Disclaimer
This press release shall not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe for any securities in the United States or in any other jurisdiction where such offer is unlawful 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 and the Consent and Proxy Solicitation 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 approve the Proposed Amendment. The information is qualified entirely by reference to the Consent and Proxy Solicitation Statement and 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
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