Helios Fairfax Partners Announces Closing of Portfolio Insurance Arrangement With Fairfax Financial Holdings Limited

Marie C. Delgado

Not for distribution to U.S. news wire solutions or dissemination in the United States.

TORONTO, April 01, 2021 (World NEWSWIRE) — Helios Fairfax Companions Company (TSX: HFPC.U) (“HFP”) announces the closing of its formerly-declared portfolio insurance arrangement with Fairfax Fiscal Holdings Constrained (“Fairfax”).

Beneath the conditions of the transaction, particular of Fairfax’s affiliates have subscribed for 3.% unsecured debentures of HFP (the “Debentures”) on a private placement foundation for an combination subscription price of US$100 million (the “Principal Volume”). The Debentures will mature three yrs from March 31, 2021 (the “Closing Date”) or, at the possibility of Fairfax, on both of the initially two anniversary dates of the Closing Date. The “Redemption Price” for the Debentures is equal to the Principal Quantity, plus any accrued and unpaid curiosity, less the amount of money, if any, by which the reasonable price of HFP’s investments in AGH, Philafrica and the PGR2 Financial loan (collectively, the “Reference Investments”) is decreased than US$102.6 million (symbolizing the good price of the Reference Investments as of June 30, 2020).

In addition, selected of Fairfax’s affiliates have subscribed for 3 million warrants of HFP (“Warrants”), letting Fairfax to buy HFP subordinate voting shares (“SVS”) at an exercise cost of US$4.90. The Warrants are exercisable at any time prior to the fifth anniversary of the Closing Day. The Warrants include things like customary anti-dilution provisions. If all of the Warrants are exercised, the mixture SVS issued would signify roughly 5.3% of the SVS then remarkable and 2.7% of all HFP shares then outstanding (HFP a number of voting shares (“MVS”) and SVS).

Immediately prior to the Closing Date, Fairfax beneficially owned, and exercised command or path in excess of (i) 7,629,308 SVS, symbolizing 14.2% of the overall SVS superb and (ii) 30,000,000 MVS, representing 54.1% of the total MVS superb. Fairfax’s mixture ownership, control and path of the SVS and MVS prior to the Closing Date represented an approximate 34.5% equity interest and an approximate 53.3% voting fascination in HFP. As of the Closing Day, Fairfax beneficially owned, and exercised control or path around (i) assuming the training of all of the Warrants, 10,629,308 SVS, representing 18.8% of the total SVS excellent and (ii) 30,000,000 MVS, symbolizing 54.1% of the full MVS excellent. Fairfax’s combination possession, command and route of the SVS and MVS as of the Closing Day represented an approximate 36.2% equity interest and an approximate 53.4% voting curiosity in HFP.

Fairfax acquired the Debentures and Warrants for investment decision uses and, in the future, it could examine with administration and/or the board of administrators of HFP any of the transactions outlined in clauses (a) to (k) of product 5 of Form F1 of National Instrument 62-103 – The Early Warning Program and Relevant Just take-more than Bid and Insider Reporting Challenges and, issue to the provisions of the securityholders arrangement of HFP, it could even further buy, maintain, vote, trade, dispose or normally offer in the securities of HFP, in this sort of fashion as it deems sensible to gain from adjustments in current market selling prices of HFP’s securities, publicly disclosed adjustments in the operations of HFP, its small business technique or potential clients or from a content transaction of HFP. An early warning report will be filed by Fairfax in accordance with relevant securities regulations and will be obtainable on SEDAR at www.sedar.com or may be attained directly from Fairfax on request at 416-367-4941 (Awareness: John Varnell) or at Fairfax Fiscal Holdings Limited, 95 Wellington Avenue West, Suite 800, Toronto, Ontario M5J 2N7.

Helios Fairfax Partners Company is an financial investment keeping enterprise whose expenditure aim is to achieve extended-phrase money appreciation, whilst preserving funds, by investing in general public and non-public fairness securities and financial debt devices in Africa and African organizations or other businesses with prospects, suppliers or enterprise largely executed in, or dependent on, Africa.

For further details, make contact with:

Helios Fairfax Partners Company
Keir Hunt
Typical Counsel and Company Secretary
+1-416-646-4180

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