Exchange Bulletin
Definity Financial Corporation (DFY) To Trade On Toronto Stock Exchange
November 16, 2021
| Issuer: | Definity Financial Corporation (the "Company") |
| Security: | Common shares ("Shares") |
| Symbol: | DFY |
| Trading Currency: | CDN $ |
| Transaction: | An application has been conditionally approved by Toronto Stock Exchange ("TSX") for the listing of Shares of the Company, subject to completion of a proposed initial public offering (the "Offering") of these securities as described in the Company's amended and restated preliminary base PREP prospectus dated November 5, 2021 (the "Prospectus"). It is anticipated that, in the next few days, the Company will file a final base PREP prospectus and a supplemented PREP prospectus for its Offering of Shares. As soon as possible after the final base PREP prospectus is cleared by the relevant securities regulatory authorities and a supplemented PREP prospectus is filed, TSX will post the Shares for trading on an "if, as and when issued" basis under the trading information set out herein. Before the Shares are posted for trading on such basis, TSX will issue a trader note confirming both the pricing and the expected closing date for the Offering (the "Closing Date"). If and when the Offering closes, the Shares will be listed on TSX. |
| Temporary market maker: | W.D. Latimer Co. Ltd. |
| Other markets: | None |
| Settlement: | Subject to the closing of the Offering: (i) all trades in "DFY" on and before the third trading day preceding the Closing Date will be for special settlement on the Closing Date and will appear on the Settlement Report from CDS Clearing and Depository Services Inc. ("CDS"); and (ii) all trades in "DFY" for each of the two trading days preceding the Closing Date will be for special settlement two business days after the trade date and will appear on the Settlement Report from CDS. If the Offering does not close, all of the "if, as and when issued" trades will be cancelled. No securities will be delivered and no money will be owed by purchasers to sellers. Parties who are entitled to receive Shares under the Offering may sell such securities in the "if, as and when issued" market without being subject to restrictions on short sales. Parties who are not entitled to receive Shares under the Offering must comply with the short sale rule in all respects for any sales they make in the "DFY" "if, as and when issued" market. If and when the Offering closes, there will be no further trading in "DFY" on an "if, as and when issued" basis and the Shares issued at such closing will trade on a regular settlement basis. |
| Listing category: | Industrial, Exempt Issuer |
| Security ownership registration: | Non-certificated inventory system administered by CDS. |
| Investor relations: | Dennis Westfall Head, Investor Relations (416) 435-5568 dennis.westfall@definityfc.com |
| Incorporation: | Insurance Companies Act (Canada) |
| Fiscal year end: | December 31 |
| Nature of business: | The Company is a Canadian property and casualty insurer, with more than one million policies in force across the country. |
| Transfer agent and registrar: | Computershare Trust Company of Canada at its principal offices in Toronto. |
| Dividends: | Initially, the Company anticipates paying quarterly cash dividends estimated to be $0.125 per Share. The first dividend, which will be for the period from and including the Closing Date to December 31, 2021 and for the full first quarter ending March 31, 2022, is expected to be paid on or about March 31, 2022 to Shareholders of record on March 15, 2022 and is estimated to be $0.175 per Share (being $0.05 in respect of the period from and including the expected Closing Date to December 31, 2021 and $0.125 in respect of the full first quarter ending March 31, 2022). The amount and timing of the payment of any dividends are not guaranteed and any determination to pay dividends in the future will be at the discretion of the Board. |
| Sponsorship: | Not applicable. |
| Disclosure document: | The Prospectus is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the Prospectus. |
| Initial public offering: | Based on an expected Offering Price between $19.00 and $22.00 per Share, between approximately 56.8 million and 65.8 million Shares will be offered for gross proceeds of $1.25 billion. The Company has also granted the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days after the Closing Date, to purchase up to an additional 15% of the number of Shares sold pursuant to the Offering. The syndicate of underwriters is comprised of BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Barclays Capital Canada Inc., Scotia Capital Inc., TD Securities Inc., CIBC World Markets Inc., National Bank Financial Inc., UBS Securities Canada Inc., Desjardins Securities Inc., Raymond James Ltd., Canaccord Genuity Corp. and Cormark Securities Inc. |
| TSX contact: | Chris Birkett, Managing Director, Toronto Stock Exchange |
