WATERLOO, ON, May 12, 2022 /CNW/ – Definity Financial Corporation (“Definity”) (TSX: DFY) announced today that it has received approval from the Toronto Stock Exchange (“TSX”) and the Office of the Superintendent of Financial Institutions Canada to start an issuer in the normal course of business submission (“OCN”).
Pursuant to Definity’s notice of intention to initiate a normal course issuer bid, Definity may, during the 12-month period commencing May 17, 2022 and ending May 16, 2023purchase up to 3,476,781 common shares of Definity (the “Common Shares”), representing 3% of the issued and outstanding Common Shares, by way of issuer bid on the TSX or through trading systems alternatives in Canada or by any other means permitted by the TSX or under applicable laws.
From May 3, 2022, Definity had 115,892,700 common shares outstanding. Based on average daily trading volume of 157,520 common shares of November 23, 2021the date the common shares were listed on the TSX, April 29, 2022daily purchases will be limited to 39,380 common shares, excluding bulk purchase exceptions and purchases from the 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, stock price and other factors. Definity may choose to suspend or discontinue its NCIB at any time. The common shares purchased pursuant to the issuer bid will be cancelled. Definity believes that the purchase of common shares under the issuer bid represents a flexible means of returning 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 to facilitate purchases of Common Shares at times when Definity would not normally be permitted to purchase Common Shares in the under the public tender offer due to regulatory restrictions. or self-imposed blackout periods. The APP agreement has been approved by the TSX and is effective May 17, 2022the start date of the takeover bid.
Definity will also be permitted to purchase its common shares of HOOPP pursuant to an exemption granted by the TSX pursuant to its rules, regulations and policies relating to the issuer bid in order to maintain HOOPP’s proportionate ownership percentage at 19.9 % or less of issued and outstanding common shares. The maximum number of common shares that may be purchased under the issuer bid will be reduced by the number of common shares purchased by Definity from HOOPP.
Purchases from HOOPP will be made during the special trading session of the TSX 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, where Definity makes a purchase from other shareholders. If HOOPP does not sell Common Shares on a Trading Day as required by the terms of the ADP Agreement (other than due to certain Market Disruption Events), the TSX Exemption will cease to apply. and Definity will not be permitted to make any further purchases from HOOPP pursuant to the issuer bid.
About Definity Financial Corporation
Definity Financial Corporation (TSX: DFY) is a multi-channel insurance company, offering personal and commercial insurance through Definity Insurance Company, Sonnet Insurance Company, Petline Insurance Company and Family Insurance Solutions Inc.
This press 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 stock, 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. These risks and uncertainties are included in the “Cautionary Note Regarding Forward-Looking Information” and “Risk Management and Corporate Governance” sections of Definity’s Management’s Discussion and Analysis for the year ended December 31, 2021. Actual results could differ materially from those projected here. Definity undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.
SOURCE Definition Financial Corporation
For further information: Investor Inquiries: Dennis WestfallHead, Investor Relations, (C) 416-435-5568, [email protected]; Media inquiries: Sarah Attwells, Director, Corporate Affairs, (C) 416-986-9360, [email protected]