Intact Financial Corporation Announces $250 million Fixed-To-Fixed Rate Subordinated Notes Offering

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TORONTO, March 26, 2021 /CNW/ - Intact Financial Corporation (TSX: IFC) ("Intact" or the "Company") announced today that it has agreed to issue $250 million principal amount of 4.125% fixed-to-fixed rate subordinated notes, series 1, due March 31, 2081 (the "Notes"). The Notes will be direct unsecured obligations of Intact and will be subordinated to all senior indebtedness of Intact and effectively subordinated to all indebtedness and obligations of Intact's subsidiaries.

The Notes will bear interest at a fixed annual rate of 4.125% until March 31, 2026 and the interest rate will reset on that date and on every fifth anniversary of such date until the maturity date at a fixed interest rate per annum equal to the Government of Canada Yield on the business day prior to such interest reset day plus 3.196%. The Notes will be converted automatically into Non-Cumulative Class A Shares, series 10 of the Company upon certain bankruptcy or insolvency related events as specified in the trust indenture for the Notes. The Notes are being offered by way of private placement to accredited investors that are not individuals in each of the provinces of Canada (the "Private Placement"). The net proceeds from the Private Placement will be used by Intact to fund a portion of the purchase price for its previously announced proposed acquisition (the "Acquisition") of the entire issued and to be issued share capital of RSA Insurance Group PLC, to be carried out by the Company together with Tryg A/S. If the Acquisition is not completed, the net proceeds of the Private Placement will be used by Intact for general corporate purposes.

The Notes, offered on an underwritten basis through a syndicate co-led by CIBC Capital Markets, National Bank Financial Markets, and TD Securities, are expected to be issued on or about March 31, 2021.

The securities to be offered 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.

The closing of the Acquisition is expected to occur in the second quarter of 2021 subject to receipt of the relevant approvals and the satisfaction or (where capable of waiver) waiver of other conditions to closing.

Additional information on the Acquisition is available at Intact's website at https://www.intactfc.com/English/investors/.

About Intact Financial Corporation

Intact Financial Corporation is the largest provider of property and casualty (P&C) insurance in Canada and a leading provider of specialty insurance in North America, with over $11 billion in total annual premiums. The Company has approximately 16,000 employees who serve more than five million personal, business and public sector clients through offices in Canada and the U.S.

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. Frank Cowan Company, a leading MGA, distributes public entity insurance programs including risk and claims management services in Canada.

In the U.S., 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. Products are underwritten by the insurance company subsidiaries of Intact Insurance Group USA, LLC.

Cautionary note regarding forward-looking statements

Certain of the statements included in this press release about the Private Placement, the expected use of the net proceeds thereof and the Acquisition 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 March 26, 2021 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 Private Placement, expected use of the net proceeds thereof and the receipt of all requisite approvals relating to the Acquisition in a timely manner and on terms acceptable to the Company. However, the completion of the Private Placement and the Acquisition is each subject to customary closing conditions, termination rights and other risks and uncertainties, including, without limitation, in the case of the Acquisition, regulatory approvals, and there can be no assurance that the Private Placement and 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 section entitled Risk Management (Sections 28-33) of our MD&A for the year ended December 31, 2020 and the section entitled Risk Factors - Risks Related to the Acquisition of our presentation entitled "Building a Leading P&C Insurer" dated November 18, 2020 and available on our website. 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 contained herein. The Company and management have no intention and undertake 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 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.

SOURCE Intact Financial Corporation