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: November 2021 | 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 |
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): ¨
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): ¨
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
| 99.1 | Material Change Report dated November 22, 2021 |
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: November 22, 2021 | By: | /s/ Eric P. Salsberg |
| Name: Eric P. Salsberg | ||
| Title: Vice President, Corporate Affairs and Corporate Secretary | ||
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item | 1 Name and Address of Company |
Fairfax Financial Holdings Limited (“Fairfax”)
95 Wellington Street West
Suite 800
Toronto, Ontario
M5J 2N7
| Item | 2 Date of Material Change |
November 17, 2021.
| Item | 3 News Release |
A news release with respect to the material change was issued by Fairfax on November 17, 2021 through the facilities of GlobeNewswire and filed on the System for Electronic Document Analysis and Retrieval (SEDAR).
| Item | 4 Summary of Material Change |
On November 17, 2021, Fairfax announced its intention to commence a substantial issuer bid, pursuant to which Fairfax will offer to repurchase for cancellation up to US$1.0 billion of its subordinate voting shares (the “Shares”) from shareholders for cash (the “Offer”).
| Item | 5 Full Description of Material Change |
5.1 – Full Description of Material Change
On November 17, 2021, Fairfax announced its intention to commence a substantial issuer bid, pursuant to which Fairfax will offer to repurchase for cancellation up to US$1.0 billion of its subordinate voting shares from shareholders for cash.
The Offer will proceed by way of a “modified Dutch auction”, which allows shareholders to select the price, within the specified range, at which each shareholder is willing to sell all or a portion of their Shares. The Offer prices range from US$425.00 to US$500.00 per Share (in increments of US$5.00 per Share). The Offer will be for up to a maximum of 2,352,941 Shares, or approximately 8.72% of Fairfax’s 26,986,170 total issued and outstanding Shares, based on full participation and a purchase price equal to the minimum purchase price per Share.
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Shareholders who wish to participate in the Offer will be able to do so through (i) auction tenders in which they will specify the number of Shares being tendered at a price of not less than US$425.00 and not more than US$500.00 per Share, in increments of US$5.00 per Share; or (ii) purchase price tenders in which they will not specify a price per Share, but rather, will agree to have a specified number of Shares purchased at the purchase price to be determined by auction tenders. Shareholders who validly deposit Shares without specifying the method in which they are tendering their Shares will be deemed to have made a purchase price tender. Fairfax has been informed by V. Prem Watsa, Fairfax’s Chairman and Chief Executive Officer, that Mr. Watsa and entities controlled by him, will not deposit any Shares owned or controlled by him pursuant to the Offer (including, for greater certainty, in respect of any Shares into which multiple voting shares of Fairfax controlled by Mr. Watsa are convertible).
Upon expiry of the Offer, Fairfax will determine the lowest purchase price (which will not be more than US$500.00 per Share and not less than US$425.00 per Share) that will allow Fairfax to purchase the maximum number of Shares properly tendered to the Offer, and not properly withdrawn, having an aggregate purchase price not exceeding US$1.0 billion.
The Offer will expire at 5:00 p.m. (Eastern time) on December 23, 2021, unless extended or withdrawn by Fairfax.
5.2 – Disclosure for Restructuring Transactions
Not applicable.
| Item | 6 Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| Item | 7 Omitted Information |
No significant facts remain confidential in, and no information has been omitted from, this report.
| Item | 8 Executive Officer |
For further information, please contact:
Peter Clarke, Vice President and Chief Operating Officer at (416) 367-4941.
| Item | 9 Date of Report |
November 22, 2021.