Prospectus excerpt: Intact Financial Corporation (“IFC”) is hereby qualifying for distribution (the “Offering”) 9,000,000 Noncumulative Rate Reset Class A Shares Series 1 (the “Series 1 Preferred Shares”) at a price of $25.00 per Series 1 Preferred Share. The Series 1 Preferred Shares are being offered pursuant to an underwriting agreement dated June 27, 2011 (the “Underwriting Agreement”) between IFC and CIBC World Markets Inc., RBC Dominion Securities Inc., Scotia Capital Inc., TD Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., Canaccord Genuity Corp., GMP Securities L.P., Macquarie Capital Markets Canada Ltd., HSBC Securities (Canada) Inc. and Raymond James Ltd. (collectively, the “Underwriters”). The terms of the Offering have been determined by negotiation between IFC and the Underwriters. See “Details of the Offering” and “Plan of Distribution”.
The holders of Series 1 Preferred Shares will be entitled to receive fixed non-cumulative preferential cash dividends, as and when declared by the board of directors (the “Board of Directors”) of IFC, for the initial period from and including the closing date of this Offering to but excluding December 31, 2017 (the “Initial Fixed Rate Period”), payable quarterly on the last day of March, June, September and December in each year, at an annual rate equal to $1.05 per Series 1 Preferred Share. The initial dividend, if declared, will be payable on September 30, 2011 and will be $0.23014 per Series 1 Preferred Share, based on the anticipated closing date of July 12, 2011. See “Details of the Offering”.
For each five-year period after the Initial Fixed Rate Period (each, a “Subsequent Fixed Rate Period”), the holders of Series 1 Preferred Shares will be entitled to receive fixed non-cumulative preferential cash dividends, as and when declared by the Board of Directors, payable quarterly on the last day of March, June, September and December in each year, in an annual amount per Series 1 Preferred Share determined by multiplying the Annual Fixed Dividend Rate (as defined herein) applicable to such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period will be determined by IFC on the 30th day prior to the first day of such Subsequent Fixed Rate Period and will be equal to the sum of the Government of Canada Yield (as defined herein) on the date on which the Annual Fixed Dividend Rate is determined plus 1.72%. See “Details of the Offering”.