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Intact Financial Corporation Announces $600 million Medium Term Note Private Placement to Finance a Portion of the Purchase Price for RSA Insurance Group PLC ("RSA")

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/TORONTO, Dec. 11, 2020 /CNW/ -A Intact Financial Corporation (TSX: IFC) ("Intact" or the "Company") announced today that it intends to issue $300 million principal amount of Series 9 unsecured medium term notes (the "Series 9 Notes") and $300 million principal amount of Series 10 unsecured medium term notes (the "Series 10 Notes") (collectively, the "Notes"). The Notes will be direct unsecured obligations of Intact and will rank equally with all other unsecured and unsubordinated indebtedness of Intact. The Series 9 Notes will bear interest at a fixed annual rate of 1.928% until maturity on December 16, 2030. The Series 10 Notes will bear interest at a fixed annual rate of 2.954% until maturity on December 16, 2050. The Notes are being offered by way of private placement to accredited investors in Canada (the "Private Placement"). A The net proceeds from the Private Placement will be usedA by Intact to fund a portion of the purchase price for its previously announced proposed acquisition (the "Acquisition") of the entire issued and to be issued share capital of RSA, to be carried out by the Company together with Tryg A/S.If (i) closing of the Acquisition has not occurred prior to 11:59 p.m. (London UK local time) on December 31, 2021, or (ii) in certain circumstances where: (a) the scheme of arrangement for the Acquisition lapses or is withdrawn, or (b) if the Acquisition is implemented by way of a takeover offer, such takeover offer lapses, terminates or is withdrawn, then Intact will be required to redeem the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, up to, but excluding, the date of redemption.The Notes, offered on a best efforts basis through a syndicate co-led byA CIBC World Markets Inc., TD Securities Inc., and National Bank Financial Inc.,A are expected to be issued on or aboutA December 16, 2020. The securities to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("U.S. Securities Act"), and may not be offered or sold inA the United StatesA or to or for the account or benefit of U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy such securities inA the United StatesA or in any other jurisdiction where such offer is unlawful.
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