0001104659-20-073216.txt : 20200615 0001104659-20-073216.hdr.sgml : 20200615 20200615091039 ACCESSION NUMBER: 0001104659-20-073216 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200615 FILED AS OF DATE: 20200615 DATE AS OF CHANGE: 20200615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD/ CAN CENTRAL INDEX KEY: 0000915191 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 101728897 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31556 FILM NUMBER: 20962059 BUSINESS ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO STATE: A6 ZIP: M5J 2N7 BUSINESS PHONE: 4163674941 MAIL ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO STATE: A6 ZIP: M5J 2N7 FORMER COMPANY: FORMER CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD DATE OF NAME CHANGE: 19931122 6-K 1 a20-22620_16k.htm 6-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

Form 6-K

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

For the month of: June 2020

 

Commission File Number: 001-31556

 

FAIRFAX FINANCIAL HOLDINGS LIMITED
(Name of Registrant)

 

95 Wellington Street West
Suite 800
Toronto, Ontario
Canada M5J 2N7
(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F o

 

Form 40-F x

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):    o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    o

 

 

 

 

EXHIBIT INDEX

 

Exhibit

 

Description of Exhibit

99.1

 

News Release dated June 15, 2020 titled Fairfax Announces Entering into Swap Contracts in Respect of Common Shares of Ensign

 

2

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

FAIRFAX FINANCIAL HOLDINGS LIMITED

 

 

 

Date: June 15, 2020

 

By:

/s/ Eric P. Salsberg

 

 

 

Name:           Eric P. Salsberg

 

 

 

Title:                  Vice President, Corporate Affairs and Corporate Secretary

 

3

 EX-99.1 2 a20-22620_1ex99d1.htm EX-99.1

Exhibit 99.1

 

FAIRFAX News Release

TSX Stock Symbol: FFH and FFH.U

 

TORONTO, June 15, 2020

 

Not for distribution to U.S. news wire services or dissemination in the United States.

 

FAIRFAX ANNOUNCES ENTERING INTO SWAP CONTRACTS
IN RESPECT OF COMMON SHARES OF ENSIGN

 

Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U) announces that it has entered into, directly and through its subsidiaries, cash-settled total return swap contracts (the “Swap Contracts”) with a counterparty in respect of 4,557,600 notional common shares (“Common Shares”) of Ensign Energy Services Inc. (“Ensign”). The Swap Contracts are in respect of a notional amount of Common Shares representing 2.79% of the issued and outstanding Common Shares and were entered into from June 9 to June 12, 2020 at an average reference price of C$1.3194 per notional Common Share. The Swap Contracts have expiry dates ranging from June 9, 2021 to June 14, 2021. The Swap Contracts may only be settled by cash settlement and Fairfax does not have any right to physical settlement. The Swap Contracts provide Fairfax with economic results that are comparable to the economic ownership of the notional amount of Common Shares. None of the Swap Contracts give Fairfax direct or indirect voting, investment or dispositive control over any securities of Ensign or requires the counterparty thereto to acquire, hold, vote or dispose of any securities of Ensign.

 

In addition to the Swap Contracts, Fairfax owns and controls (directly or indirectly) 15,486,600 Common Shares and C$11.05 million aggregate principal amount of convertible debentures convertible into 1,578,571 Common Shares. Assuming conversion of the convertible debentures, Fairfax owns and controls (directly and indirectly) Common Shares representing 10.76% of the issued and outstanding Common Shares.

 

Fairfax has acquired the Common Shares and Convertible Debentures for investment purposes, and in the future, it may discuss with management and/or the board of directors any of the transactions listed in clauses (a) to (k) of item 5 of Form F1 of National Instrument 62-103 — The Early Warning System and Related Take-over Bid and Insider Reporting Issues and it may further purchase, hold, vote, trade, dispose or otherwise deal in the securities of Ensign, in such manner as it deems advisable to benefit from changes in market prices of Ensign securities, publicly disclosed changes in the operations of Ensign, its business strategy or prospects or from a material transaction of Ensign.

 

An early warning report will be filed by Fairfax in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained directly from Fairfax upon request at the telephone number below.

 

Ensign’s head and registered office is located at 400, 5th Avenue SW, Calgary, Alberta T2P 0L6.

 

Fairfax is a holding company incorporated under the Canada Business Corporations Act which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and the associated investment management.

 

For further information contact:

John Varnell, Vice President, Corporate Development at (416) 367-4941

 

FAIRFAX FINANCIAL HOLDINGS LIMITED

95 Wellington Street West, Suite 800, Toronto, Ontario, M5J 2N7 Telephone: 416-367-4941 Facsimile: 416-367-4946