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TORONTO, Might 13, 2021 /CNW/ – Intact Monetary Company (TSX: IFC) (“Intact” or the “Firm”) introduced as we speak that it intends to problem a minimal of $350 million mixture principal quantity of Collection 11 unsecured medium time period notes (the “Collection 11 Notes”), a minimal of $350 million mixture principal quantity of Collection 12 unsecured medium time period notes (the “Collection 12 Notes”), and a minimal of $200 million mixture principal quantity of Collection 13 unsecured medium time period notes (the “Collection 13 Notes”) (collectively, the “Notes”), topic to market circumstances. The Notes will likely be direct unsecured obligations of Intact and can rank equally with all different unsecured and unsubordinated indebtedness of Intact.
The Collection 11 Notes are anticipated to mature on Might 21, 2024, the Collection 12 Notes are anticipated to mature on Might 18, 2028, and the Collection 13 Notes are anticipated to mature on Might 20, 2053. The Notes are being supplied by the use of personal placement to accredited buyers in Canada (the “Non-public Placement”). Intact intends to make use of the web proceeds from the Non-public Placement to fund the supposed early redemption of the £350 million Senior 1.625 per cent notes due August 28, 2024 (the “RSA Senior Notes”) issued by RSA Insurance coverage Group plc (“RSA”) after closing of Intact’s beforehand introduced proposed acquisition of your entire issued and to be issued share capital of RSA (the “Acquisition”), a transaction to be carried out by the Firm along with Tryg A/S, and to fund the supposed early redemption of Intact’s $300 million Collection 4 unsecured medium time period notes due August 18, 2021 (the “Collection 4 Notes”). A portion of the web proceeds might as an alternative be utilized by Intact to fund a portion of the acquisition value for the Acquisition within the occasion that sure regulatory approvals associated to a portion of the beforehand introduced fairness funding within the Firm by Caisse de dépôt et placement du Québec will not be obtained previous to the closing of the Acquisition. If the web proceeds of the Non-public Placement are (i) inadequate to totally fund such redemptions, the Firm at the moment intends to make use of obtainable money sources or undertake additional financings to fulfill such shortfall or (ii) better than the quantity required by Intact as famous above, any such extra internet proceeds will likely be utilized by it for normal company functions.
Following closing of the Acquisition and the anticipated redemption of the RSA Senior Notes and the Collection 4 Notes, the Firm expects its debt-to-total-capital ratio to be under 26% as at June 30, 2021.
This announcement doesn’t represent a discover of redemption. If a call is made to redeem the RSA Senior Notes and/or the Collection 4 Notes, formal discover will likely be supplied in accordance with the phrases and circumstances of the related securities.
The Notes, supplied on a greatest efforts foundation via a syndicate co-led by CIBC World Markets Inc., TD Securities Inc., and BMO Nesbitt Burns Inc., are anticipated to be issued on or about Might 18, 2021. The closing of the Non-public Placement will likely be topic to sure customary circumstances, together with, however not restricted to, the execution of an company settlement with the syndicate.
If (i) closing of the Acquisition has not occurred previous to 11:59 p.m. (London UK native time) on December 31, 2021, or (ii) in sure circumstances the place: (a) the scheme of association for the Acquisition lapses or is withdrawn, or (b) if the Acquisition is carried out by the use of a takeover provide, such takeover provide lapses, terminates or is withdrawn, then Intact will likely be required to redeem the Notes at a redemption value equal to 100% of the mixture principal quantity of the Notes, plus accrued and unpaid curiosity, if any, as much as, however excluding, the date of redemption.
The closing of the Acquisition is predicted to develop into efficient on June 1, 2021, topic to the satisfaction or (the place able to waiver) waiver of the remaining circumstances, together with the Excessive Court docket of Justice in England and Wales sanctioning the scheme of association on the scheme court docket listening to, on Might 25, 2021. Extra data on the Acquisition is accessible at Intact’s web site at https://www.intactfc.com/English/buyers/.
The securities to be supplied haven’t been and won’t be registered underneath the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”), and is probably not supplied or bought in america or to or for the account or advantage of U.S. individuals absent registration or an relevant exemption from the registration necessities of the U.S. Securities Act. This press launch shall not represent a proposal to promote or the solicitation of a proposal to purchase such securities in america or in another jurisdiction the place such provide is illegal.
About Intact Monetary Company
Intact Monetary Company is the most important supplier of property and casualty (P&C) insurance coverage in Canada and a number one supplier of specialty insurance coverage in North America, with over $12 billion in whole annual premiums. The Firm has over 16,000 staff who serve greater than 5 million private, enterprise and public sector shoppers via workplaces in Canada and the U.S.
In Canada, Intact distributes insurance coverage underneath the Intact Insurance coverage model via a large community of brokers, together with its wholly-owned subsidiary BrokerLink, and on to customers via belairdirect. Intact Public Entities, a number one Canadian Managing Basic Agent (MGA), distributes public entity insurance coverage packages together with threat and claims administration companies in Canada.
Within the U.S., Intact Insurance coverage Specialty Options offers a variety of specialty insurance coverage services and products via unbiased businesses, regional and nationwide brokers, wholesalers and managing normal businesses. Merchandise are underwritten by the insurance coverage firm subsidiaries of Intact Insurance coverage Group USA, LLC.
Cautionary observe concerning forward-looking statements and Non-IFRS Measures
Sure of the statements included on this press launch in regards to the Non-public Placement, together with the minimal mixture principal quantities of the Notes, the closing of the Non-public Placement, the anticipated maturity dates of the Notes and the anticipated use of the web proceeds of the Non-public Placement, and the Acquisition, together with the closing thereof, or another future occasions or developments, together with the Firm’s expectations concerning its debt-to-total-capital ratio, represent forward-looking statements. The phrases “might”, “will”, “would”, “ought to”, “might”, “expects”, “plans”, “intends”, “tendencies”, “indications”, “anticipates”, “believes”, “estimates”, “predicts”, “doubtless”, “potential” or the unfavorable or different variations of those phrases or different related or comparable phrases or phrases, are supposed to establish forward-looking statements. Except in any other case indicated, all forward-looking statements on this press launch are made as of Might 13, 2021 and are topic to alter after that date.
Ahead-looking statements are based mostly on estimates and assumptions made by administration based mostly on administration’s expertise and notion of historic tendencies, present circumstances and anticipated future developments, in addition to different components that administration believes are applicable within the circumstances. Along with different estimates and assumptions which can be recognized herein, estimates and assumptions have been made concerning, amongst different issues, the anticipated closing of the Non-public Placement, the anticipated use of the web proceeds thereof and the receipt of the approval of the Excessive Court docket of Justice in England and Wales of the Acquisition. Nevertheless, the completion of the Non-public Placement and the Acquisition is every topic to customary closing circumstances, termination rights and different dangers and uncertainties, and there will be no assurance that the Non-public Placement and the Acquisition will likely be accomplished inside anticipated timeframes or at all.
Sure of the forward-looking statements included on this press launch could also be thought of “monetary outlook” for functions of relevant Canadian provincial and territorial securities legal guidelines. The aim of together with data referring to the anticipated future debt-to-total-capital ratio on this press launch is to supply the reader with a sign of administration’s goals and expectations, as of the date of this press launch, concerning the Firm’s future efficiency. Readers are cautioned that this data is probably not applicable for different functions.
The entire forward-looking statements included on this press launch are certified by these cautionary statements and people made within the part entitled Threat Administration (Sections 28-33) of our MD&A for the 12 months ended December 31, 2020, the part entitled Threat Administration (Part 19) of our MD&A for the quarter ended March 31, 2021, and the part entitled Threat Components – Dangers Associated to the Acquisition of our presentation entitled “Constructing a Main P&C Insurer” dated November 18, 2020 and obtainable on our web site. These components will not be supposed to symbolize a whole checklist of the components that would have an effect on the Firm. These components ought to, nevertheless, be thought of rigorously. Though the forward-looking statements are based mostly upon what administration believes to be cheap assumptions, the Firm can’t guarantee buyers that precise outcomes will likely be per these forward-looking statements. Buyers shouldn’t depend on forward-looking statements to make selections, and buyers ought to make sure the previous data is rigorously thought of when reviewing forward-looking statements contained herein. The Firm and administration haven’t any intention and undertake no obligation to replace or revise any forward-looking statements, whether or not on account of new data, future occasions or in any other case, besides as required by regulation.
The Firm makes use of each Worldwide Monetary Reporting Requirements (IFRS) and sure non-IFRS measures to evaluate efficiency. Non-IFRS measures, together with debt-to-capital ratio, would not have any standardized which means prescribed by IFRS and are unlikely to be corresponding to any related measures offered by different corporations. The Firm calculates debt-to-capital ratio by dividing whole debt excellent by the sum of whole shareholders’ fairness and whole debt excellent, on the identical date. Hybrid debt is excluded from debt excellent and is as an alternative included within the whole monetary leverage with most well-liked shares. Confer with Part 21 – Non-IFRS monetary measures within the Firm’s administration’s dialogue and evaluation for the three months ended March 31, 2021 for additional particulars.
This press launch doesn’t represent or kind a part of any provide on the market or solicitation of any provide to purchase or subscribe for any securities nor shall it or any a part of it kind the idea of or be relied on in reference to, or act as any inducement to enter into, any contract or dedication in any respect.
The data contained on this press launch regarding the Firm doesn’t purport to be all-inclusive or to comprise all the data that an investor might need to have in evaluating whether or not or to not make an funding within the Firm. The data is certified totally by reference to the Firm’s publicly disclosed data and the cautionary observe concerning forward-looking statements included on this press launch.
No illustration or guarantee, specific or implied, is made or given by or on behalf of the Firm or any of its the administrators, officers or staff as to the accuracy, completeness or equity of the data or opinions contained on this press launch and no duty or legal responsibility is accepted by any individual for such data or opinions. In furnishing this press launch, the Firm doesn’t undertake or conform to any obligation to supply buyers with entry to any further data or to replace this press launch or to right any inaccuracies in, or omissions from, this press launch that will develop into obvious. The data and opinions contained on this press launch are supplied as on the date of this press launch. The contents of this press launch are to not be construed as authorized, monetary or tax recommendation. Every investor ought to contact his, her or its personal authorized adviser, unbiased monetary adviser or tax adviser for authorized, monetary or tax recommendation.
SOURCE Intact Monetary Company
For additional data: Intact Media Inquiries: Jennifer Beaudry, Supervisor, Media Relations, 1 514 282-1914 ext. 87375, [email protected]; Intact Investor Inquiries: Ryan Penton, Director, Investor Relations, 1 416 341-1464 ext. 45112, [email protected]