UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 2024 | 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 ¨ | Form 40-F x |
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
| 99.1 | Press Release dated June 11, 2024 |
SIGNATURES
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 11, 2024 | By: | /s/ Derek Bulas | |
| Name: | Derek Bulas | ||
| Title: | Vice President, Chief Legal Officer and Corporate Secretary | ||
Exhibit 99.1
FAIRFAX News Release
TSX Stock Symbol: FFH and FFH.U
TORONTO, June 11, 2024
FAIRFAX ANNOUNCES TERMINATION OF TOTAL RETURN SWAPS OF ENSIGN ENERGY SERVICES INC. AND ACQUISITION OF COMMON SHARES
Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U) announces that on June 10, 2024, it terminated total return swaps over 7,787,600 common shares (“Common Shares”) of Ensign Energy Services Inc. (“Ensign”), which had an average reference price of C$1.3182. Upon the termination of the total return swaps, Fairfax agreed with the counterparty to purchase 7,787,600 Common Shares at a price of C$2.34 per Common Share, representing 4.24% of the outstanding Common Shares.
Prior to the acquisition of the Common Shares, Fairfax beneficially owned and controlled 21,800,886 of the issued and outstanding Common Shares, representing approximately 11.86% of all issued and outstanding Common Shares. Following the acquisition of the Common Shares, Fairfax beneficially owns and controls 29,588,486 of the issued and outstanding Common Shares, representing approximately 16.10% of all issued and outstanding Common Shares and no longer is a party to any swap contracts in respect of Common Shares.
The Common Shares are being acquired by Fairfax 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, and it will also consider the availability of funds, evaluation of alternative investments and other factors.
An early warning report will be filed by Fairfax in accordance with applicable securities laws and will be available on SEDAR+ at www.sedarplus.ca or may be obtained directly from Fairfax upon request at the telephone number below.
Ensign’s head and registered office is located at 601-130 Bloor Street West, Toronto, Ontario, M5S 1N5.
Fairfax is a corporation continued under the Canada Business Corporations Act and is a holding company which, through its subsidiaries, is primarily 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 |
-30-
FAIRFAX FINANCIAL HOLDINGS LIMITED
95 Wellington Street West, Suite 800, Toronto, Ontario, M5J 2N7 Telephone: 416-367-4941 Facsimile: 416-367-4946