0001104659-20-109136.txt : 20200928 0001104659-20-109136.hdr.sgml : 20200928 20200928082336 ACCESSION NUMBER: 0001104659-20-109136 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200928 FILED AS OF DATE: 20200928 DATE AS OF CHANGE: 20200928 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: 201202122 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 a20-30041_36k.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: September 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 September 28, 2020 titled Intention to Make a Normal Course Issuer Bid for Subordinate Voting Shares and Preferred Shares

 

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: September 28, 2020

By:

/s/ Eric P. Salsberg

 

 

Name:

Eric P. Salsberg

 

 

Title:

Vice President, Corporate Affairs and

 

 

Corporate Secretary

 

3

 EX-99.1 2 a20-30041_3ex99d1.htm EX-99.1

Exhibit 99.1

 

FAIRFAX  News Release

TSX Stock Symbol:  FFH and FFH.U

 

TORONTO, September 28, 2020

 

INTENTION TO MAKE A

NORMAL COURSE ISSUER BID FOR SUBORDINATE VOTING SHARES AND PREFERRED SHARES

 

Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U) announces that the Toronto Stock Exchange (the “TSX”) has accepted a notice filed by Fairfax of its intention to commence a Normal Course Issuer Bid (“NCIB”) through the facilities of the TSX (or other alternative Canadian trading systems) for its Subordinate Voting Shares and the following series of its Preferred Shares: Cumulative 5-Year Rate Reset Preferred Shares, Series C (“Series C Shares”), Cumulative Floating Rate Preferred Shares, Series D (“Series D Shares”), Cumulative 5-Year Rate Reset Preferred Shares, Series E (“Series E Shares”), Cumulative Floating Rate Preferred Shares, Series F (“Series F Shares”), Cumulative 5-Year Rate Reset Preferred Shares, Series G (“Series G Shares”), Cumulative Floating Rate Preferred Shares, Series H (“Series H Shares”), Cumulative 5-Year Rate Reset Preferred Shares, Series I (“Series I Shares”), Cumulative Floating Rate Preferred Shares, Series J (“Series J Shares”), Cumulative 5-Year Rate Reset Preferred Shares, Series K (“Series K Shares”) and Cumulative 5-Year Rate Reset Preferred Shares, Series M (“Series M Shares” and, together with the Series C Shares, Series D Shares, Series E Shares, Series F Shares, Series G Shares, Series H Shares, Series I Shares, Series J Shares and Series K Shares, the “Preferred Shares”).  Purchases will be made in accordance with the rules and policies of the TSX and Subordinate Voting Shares and Preferred Shares purchased will be cancelled.

 

As stated in the notice, Fairfax’s board of directors has approved the purchase on the TSX, during the period commencing September 30, 2020 and ending September 29, 2021, of Subordinate Voting Shares and Preferred Shares up to the following limits:

 

 

 

 

 

Limit on Purchases

 

 

 

Securities Outstanding1

 

Total Limit2

 

Daily Limit3

 

Subordinate Voting Shares

 

27,241,281

 

2,455,854

 

20,420

 

Series C Shares

 

7,515,642

 

751,034

 

2,956

 

Series D Shares

 

2,484,358

 

178,415

 

1,000

 

Series E Shares

 

5,440,132

 

543,613

 

2,001

 

Series F Shares

 

2,099,046

 

173,574

 

1,000

 

Series G Shares

 

7,432,952

 

743,295

 

2,935

 

Series H Shares

 

2,567,048

 

256,704

 

1,000

 

Series I Shares

 

10,465,553

 

1,046,555

 

2,413

 

Series J Shares

 

1,534,447

 

153,444

 

1,000

 

Series K Shares

 

9,500,000

 

950,000

 

3,277

 

Series M Shares

 

9,200,000

 

919,600

 

2,572

 

 

Notes:

(1)         As of September 16, 2020.

(2)         Represents approximately 10% of the public float in respect of the Subordinate Voting Shares and each series of Preferred Shares.

(3)         Represents the maximum number of shares of that class or series that may be purchased over the TSX (or alternative Canadian trading systems) during the course of one trading day.  This amount is equal to the greater of (i) 25% of the average daily trading volume on the TSX calculated in accordance with the rules of the TSX, and (ii) 1,000 shares. This limitation does not apply to purchases made pursuant to block purchase exemptions.

 

FAIRFAX FINANCIAL HOLDINGS LIMITED

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

 

 

Fairfax is making this NCIB because it believes that in appropriate circumstances its Subordinate Voting Shares and Preferred Shares represent an attractive investment opportunity and that, with respect to the Subordinate Voting Shares, purchases under the bid will enhance the value of the Subordinate Voting Shares held by the remaining shareholders.

 

Pursuant to its existing normal course issuer bid, Fairfax sought and received approval from the TSX to purchase up to 2,556,821 Subordinate Voting Shares, 601,588 Series C Shares, 328,741 Series D Shares, 396,713 Series E Shares, 357,204 Series F Shares, 743,295 Series G Shares, 256,704 Series H Shares, 1,046,555 Series I Shares, 153,444 Series J Shares, 950,000 Series K Shares and 920,000 Series M Shares. Under its existing normal course issuer bid, Fairfax has purchased 788,160 of its Subordinate Voting Shares, which included Subordinate Voting Shares reserved for share-based payment awards, through open market purchases on the TSX during the last twelve months at a weighted average price per share of Cdn.$403.03. Fairfax has not purchased any Preferred Shares under its existing normal course issuer bid.

 

Fairfax also announces that it has entered into an automatic share purchase plan (the “ASPP”) with a designated broker to allow for the purchase of its Subordinate Voting Shares and each series of its Preferred Shares under the NCIB at times when Fairfax normally would not be active in the market due to applicable regulatory restrictions or internal trading black-out periods. Before the commencement of any particular internal trading black-out period, Fairfax may, but is not required to instruct its designated broker to make purchases of Subordinate Voting Shares and/or Preferred Shares under the NCIB during the ensuing black-out period in accordance with the terms of the ASPP. Such purchases will be determined by the broker in its sole discretion based on parameters established by Fairfax prior to commencement of the applicable black-out period in accordance with the terms of the ASPP and applicable TSX rules. Outside of these black-out periods, Subordinate Voting Shares and Preferred Shares will be purchasable by Fairfax at its discretion under its NCIB.

 

The ASPP commenced on September 28, 2020 and will terminate on the earliest of the date on which: (a) the maximum annual purchase limit in respect of the Subordinate Voting Shares and each series of Preferred Shares under the NCIB has been reached; (b) the NCIB expires; or (c) Fairfax terminates the ASPP in accordance with its terms. The ASPP constitutes an “automatic securities purchase plan” under applicable Canadian securities laws.

 

Fairfax is a holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and the associated investment management.

 

-30-

 

For further information contact:

John Varnell, Vice President, Corporate Development

 

at (416) 367-4941