Fairfax Financial Holdings Limited Senior Notes Issue Increased (5405F)
February 23 2015 - 2:01AM
UK Regulatory
TIDMBRIT
RNS Number : 5405F
Fairfax Financial Holdings Limited
23 February 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
23 February 2015
Fairfax Financial Holdings Limited
Recommended Offer for Brit Plc - Senior Notes Issue
Increased
On Friday 20 February 2015 Fairfax Financial Holdings Limited
("Fairfax") announced an increase in the size of its offering of
Senior Notes due 2025 from $300 million to $350 million. Fairfax
continues to consider all forms of financing that may be beneficial
to its shareholders.
The announcement released in Toronto is repeated below:
"Fairfax Financial Holdings Limited (TSX:FFH)(TSX:FFH.U)
announces an increase in the size of its offering of Senior Notes
due 2025 from $300 million to $350 million in aggregate principal
amount, to be priced at $99.114 per $100 principal amount of Senior
Notes (the "Notes Offering"). The Senior Notes are being offered
through a syndicate of dealers led by BMO Capital Markets, RBC
Capital Markets and Scotiabank. The Senior Notes will be unsecured
obligations of Fairfax and will pay a fixed rate of interest of
4.95% per annum.
As previously announced, Fairfax entered into a bought deal
financing for 1,000,000 Subordinate Voting Shares (the "Subordinate
Voting Shares"), plus up to an additional 150,000 Subordinate
Voting Shares pursuant to an over-allotment option, at a price of
$650.00 per Subordinate Voting Share for gross proceeds of
$650,000,000 or $747,500,000 if the over-allotment option is
exercised in full (the "Subordinate Voting Share Offering").
Fairfax also announced today a bought deal financing for 8 million
Preferred Shares, Series M at a price of $25.00 per share (the
"Preferred Share Offering") for gross proceeds of $200 million or
$250 million if the underwriters' option is exercised in full. The
total gross proceeds of the Notes Offering, the Subordinate Voting
Share Offering and the Preferred Share Offering are $1.2 billion,
or approximately $1.348 billion if the over-allotment option for
Subordinate Voting Shares and the underwriters' option for
Preferred Shares, Series M are exercised in full.
Fairfax intends to use the net proceeds of the Notes Offering,
the Subordinate Voting Share Offering and the Preferred Share
Offering to partially fund the previously announced proposed
acquisition of all of the issued and to be issued shares of Brit
plc. There can be no assurance that such acquisition will be
completed. If the acquisition is not successfully completed,
Fairfax intends to use the net proceeds from the offerings to
augment its cash position, to increase short-term investments and
marketable securities held at the holding company level, to
refinance or retire outstanding debt and other corporate
obligations of Fairfax and its subsidiaries from time to time, and
for general corporate purposes. The Notes Offering, the Subordinate
Voting Share Offering and the Preferred Share Offering are expected
to close on or about March 3, 2015.
Fairfax intends to file a prospectus supplement to its short
form base shelf prospectus dated December 19, 2014 in respect of
the Notes Offering with the applicable Canadian securities
regulatory authorities. Details of the Notes Offering will be set
out in the prospectus supplement which will be available on the
SEDAR website for Fairfax at www.sedar.com. To comply with the
provisions of the UK Takeover Code in connection with Fairfax's
offer for the issued and to be issued shares of Brit plc,
purchasers of Senior Notes due 2025 pursuant to the prospectus
supplement will be deemed to have represented and agreed that
either: (i) they and their affiliates do not own any shares of Brit
plc and will not acquire any shares of Brit plc prior to the
completion of Fairfax's offer, or (ii) they have effective
information barriers in place between their credit and equity
departments.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
This press release is not an offer of securities for sale in the
United States, and the securities may not be offered or sold in the
United States absent registration or an exemption from the
registration requirements. The securities have not been and will
not be registered under the United States Securities Act of 1933,
as amended."
A copy of the announcement is available on Fairfax's website at
www.fairfax.ca/britoffer.
Enquiries:
Fairfax
Paul Rivett, President +1 (416) 367 4941
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
-End-
This information is provided by RNS
The company news service from the London Stock Exchange
END
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