Intact Financial Corporation has announced (on 2021-8-31):
that it does not intend to exercise its right to redeem all or any part of the currently outstanding Non-cumulative Rate Reset Class A Shares Series 3 of IFC (the “Series 3 Preferred Shares”) (TSX: IFC.PR.C) or the Non-cumulative Floating Rate Class A Shares Series 4 of IFC (the “Series 4 Preferred Shares”) (TSX: IFC.PR.D) on September 30, 2021.
As a result, subject to certain conditions set out in the prospectus supplement dated August 11, 2011 relating to the issuance of the Series 3 Preferred Shares (the “Prospectus”), the holders of the Series 3 Preferred Shares will have the right, at their option, to elect to convert all or any of their Series 3 Preferred Shares into Series 4 Preferred Shares on a one-for-one basis on September 30, 2021. Holders who do not exercise their right to convert their Series 3 Preferred Shares into Series 4 Preferred Shares on such date will retain their Series 3 Preferred Shares, unless automatically converted in accordance with the conditions below.
Also, subject to certain conditions set out in the Prospectus, the holders of the Series 4 Preferred Shares will have the right, at their option, to elect to convert all or any of their Series 4 Preferred Shares into Series 3 Preferred Shares on a one-for-one basis on September 30, 2021. Holders who do not exercise their right to convert their Series 4 Preferred Shares into Series 3 Preferred Shares on such date will retain their Series 4 Preferred Shares, unless automatically converted in accordance with the conditions below.
With respect to any Series 3 Preferred Shares that may remain outstanding after September 30, 2021, commencing as of such date, holders thereof will be entitled to receive fixed non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of IFC. The annual dividend rate for the Series 3 Preferred Shares for the five-year period from and including September 30, 2021 to but excluding September 30, 2026 will be 3.457%, as determined in accordance with the terms of the Series 3 Preferred Shares.
With respect to any Series 4 Preferred Shares that may remain outstanding after September 30, 2021, holders thereof will be entitled to receive floating rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of IFC. The dividend rate for the Series 4 Preferred Shares for the 3-month floating rate period from and including September 30, 2021 to but excluding December 31, 2021 will be 0.7176% (2.847% on an annualized basis), as determined in accordance with the terms of the Series 4 Preferred Shares (the “Floating Quarterly Dividend Rate”). The Floating Quarterly Dividend Rate will be reset every quarter.
The foregoing conversion right for the Series 3 Preferred Shares is subject to the conditions that: (i) if IFC determines that there would be less than 1,000,000 Series 3 Preferred Shares outstanding on September 30, 2021, then all remaining Series 3 Preferred Shares will automatically be converted into an equal number of Series 4 Preferred Shares on September 30, 2021, and (ii) alternatively, if IFC determines that there would be less than 1,000,000 Series 4 Preferred Shares outstanding on September 30, 2021, then no Series 3 Preferred Shares will be converted into Series 4 Preferred Shares. In either case, IFC will give written notice to that effect to any registered holders of Series 3 Preferred Shares on or before September 23, 2021.
The foregoing conversion right for the Series 4 Preferred Shares is subject to the conditions that: (i) if IFC determines that there would be less than 1,000,000 Series 4 Preferred Shares outstanding on September 30, 2021, then all remaining Series 4 Preferred Shares will automatically be converted into an equal number of Series 3 Preferred Shares on September 30, 2021, and (ii) alternatively, if IFC determines that there would be less than 1,000,000 Series 3 Preferred Shares outstanding on September 30, 2021, then no Series 4 Preferred Shares will be converted into Series 3 Preferred Shares. In either case, IFC will give written notice to that effect to any registered holders of Series 4 Preferred Shares on or before September 23, 2021.
The Series 3 Preferred Shares and the Series 4 Preferred Shares are issued in “book entry only” form and must be purchased or transferred through a participant in the CDS depository service (“CDS Participant”). All rights of holders of Series 3 Preferred Shares and all rights of holders of Series 4 Preferred Shares must be exercised through CDS or the CDS Participant through which the Series 3 Preferred Shares and the Series 4 Preferred Shares are held. The deadline for (1) the registered shareholder of any Series 3 Preferred Shares to provide notice of exercise of the right to convert Series 3 Preferred Shares into Series 4 Preferred Shares, and (2) the registered shareholders of any Series 4 Preferred Shares to provide notice of exercise of the right to convert Series 4 Preferred Shares into Series 3 Preferred Shares is 5:00 p.m. (ET) on September 15, 2021. Any notices received after this deadline will not be valid. As such, holders of Series 3 Preferred Shares and/or Series 4 Preferred Shares who wish to exercise their right to convert their shares should contact their broker or other intermediary for more information and it is recommended that this be done well in advance of the deadline in order to provide the broker or other intermediary with time to complete the necessary steps.
Holders of the Series 3 Preferred Shares and the Series 4 Preferred Shares will have the opportunity to convert their shares again on September 30, 2026, and every five years thereafter as long as the shares remain outstanding. Subject to certain conditions described in the Prospectus, IFC may redeem the Series 3 Preferred Shares, in whole or in part, on September 30, 2026 and on September 30 every five years thereafter and may redeem the Series 4 Preferred Shares, in whole or in part, on any date after September 30, 2016.
For more information on the terms of, and risks associated with an investment in, the Series 3 Preferred Shares and the Series 4 Preferred Shares, please see IFC’s prospectus supplement dated August 11, 2011 which is available on www.sedar.com.
IFC.PR.C was issued as a FixedReset, 4.20%+266, that commenced trading 2011-8-18 after being announced 2011-8-9. It reset to 3.332% in 2016 and there was a 16% conversion to the FloatingReset IFC.PR.D.
IFC.PR.D is a FloatingReset, Bills+266, that arose via a partial conversion from IFC.PR.C in 2016.