WATERLOO, ON, May 29, 2023
/CNW/ - Definity Financial Corporation ("Definity") (TSX: DFY)
announced today that it has received approvals from the Toronto
Stock Exchange ("TSX") and the Office of the Superintendent of
Financial Institutions Canada to commence a normal course issuer
bid ("NCIB").
Pursuant to Definity's notice of intention to make a normal
course issuer bid, Definity may, during the 12-month period
commencing May 31, 2023 and ending
May 30, 2024, purchase up to
3,476,781 of Definity's common shares ("Common Shares"),
representing 3% of the issued and outstanding Common Shares, by way
of a NCIB on the TSX or through alternative trading systems in
Canada or by such other means as
may be permitted by the TSX or under applicable law.
As of May 19, 2023, Definity had
115,892,700 Common Shares outstanding. Based on the average daily
trading volume of 133,203 Common Shares from November 1, 2022 to April
28, 2023, daily purchases will be limited to 33,300 Common
Shares, other than block purchase exceptions and purchases from
Healthcare of Ontario Pension Plan Trust Fund ("HOOPP").
Purchases of Common Shares will be made in open market
transactions on the TSX or through alternative trading systems in
Canada. Decisions regarding the
timing of future purchases of Common Shares will be based on market
conditions, share price, and other factors. Definity may elect to
suspend or discontinue its NCIB at any time. Common Shares
purchased under the NCIB will be cancelled. Definity believes that
the purchase of Common Shares pursuant to the NCIB represents a
flexible means to return capital to shareholders as part of its
overall capital management strategy.
Definity has also entered into an automatic purchase plan
agreement (the "APP Agreement") with an independent designated
broker in order to facilitate purchases of Common Shares at times
when Definity would ordinarily not be permitted to purchase Common
Shares under the NCIB due to regulatory restrictions or
self-imposed blackout periods. The APP Agreement has been approved
by the TSX and is effective May 31,
2023, the commencement date of the NCIB.
Definity will also be permitted to purchase its Common Shares
from HOOPP in accordance with an exemption granted by the TSX
pursuant to its rules, regulations, and policies in connection with
the NCIB in order to maintain HOOPP's proportionate shareholding
percentage as close as possible to, without exceeding, 19.9% of the
issued and outstanding Common Shares. The maximum number of Common
Shares that may be purchased pursuant to the NCIB will be reduced
by the number of Common Shares purchased by Definity from
HOOPP.
Purchases from HOOPP will be made during the TSX's Special
Trading Session pursuant to an automatic disposition plan agreement
between Definity's broker, Definity and HOOPP (the "ADP
Agreement"). Purchases from HOOPP will be made on trading days, as
required by the ADP Agreement, that Definity makes a purchase from
other shareholders. In the event that HOOPP does not sell Common
Shares on any trading day as required by the terms of the ADP
Agreement (other than as a result of certain market disruption
events), the TSX exemption will cease to apply and Definity will
not be permitted to make any further purchases from HOOPP under the
terms of the NCIB.
Pursuant to a previous notice of intention to conduct a normal
course issuer bid, under which Definity sought acceptance of the
TSX to purchase up to 3,476,781 Common Shares and which was
accepted by the TSX on May 12, 2022 and expired on
May 16, 2023, Definity purchased no
Common Shares on the open market and no Common Shares from
HOOPP.
About Definity Financial
Corporation
Definity Financial Corporation (which includes its subsidiaries
where the context so requires) is one of the leading property and
casualty insurers in Canada, with
over $3.7 billion in gross written
premiums for the 12 months ended March 31,
2023 and over $2.6 billion in
equity attributable to common shareholders as at March 31, 2023.
Forward-looking
statements
This news release may contain forward-looking information within
the meaning of applicable securities laws, which reflects
Definity's current expectations regarding future events, including
statements relating to the purchase of Common Shares, the APP
Agreement and the ADP Agreement. Forward-looking information is
based on a number of assumptions and is subject to a number of
risks and uncertainties, many of which are beyond Definity's
control. Such risks and uncertainties are included in the
"Cautionary Note Regarding Forward-looking Information" and "Risk
Management and Corporate Governance" sections of Definity's
management discussion and analysis for the year ended December 31, 2022. Actual results could differ
materially from those projected herein. Definity does not undertake
any obligation to update such forward-looking information, whether
as a result of new information, future events or otherwise, except
as expressly required under applicable securities laws.
SOURCE Definity Financial Corporation