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: April 2022 | 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 | Press Release dated April 26, 2022 | ||
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: April 26, 2022 |
By: |
/s/ Eric P. Salsberg |
| Name: | Eric
P. Salsberg | ||
| Title: | Vice President, Corporate Affairs and Corporate Secretary |
Exhibit 99.1
FAIRFAX News Release
TSX Stock Symbol: FFH and FFH.U
TORONTO, April 26, 2022
FAIRFAX ANNOUNCES CONVERSION OF DEBENTURES OF
ENSIGN ENERGY SERVICES INC.
Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U) announces that today it converted C$11,050,000 principal amount of convertible debentures (the “Convertible Debentures”) of Ensign Energy Services Inc. (“Ensign”) into 6,314,286 common shares of Ensign (“Common Shares”). The Convertible Debentures were converted in accordance with their terms at a price equal to C$1.75 per Common Share. The Convertible Debentures were converted following receipt of notice of Ensign’s intention to redeem the Debentures on June 6, 2022.
As a result of the conversion, Fairfax beneficially owns and controls (indirectly through its insurance company subsidiaries) 21,800,886 Common Shares, representing 12.87% of the issued and outstanding Common Shares and no longer beneficially owns or controls any Convertible Debentures.
The Common Shares acquired on conversion of the Convertible Debentures 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.sedar.com 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.
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| For further information contact: | John Varnell, Vice President, Corporate Development at (416) 367-4941 |
FAIRFAX FINANCIAL HOLDINGS
LIMITED
95 Wellington Street West, Suite 800, Toronto, Ontario, M5J 2N7 Telephone: 416-367-4941 Facsimile: 416-367-4946