Exchange Bulletin

Fairfax Africa Holdings Corporation (FAH.U) To Trade On Toronto Stock Exchange


February 15, 2017
Issuer: Fairfax Africa Holdings Corporation (the "Company")
Security: Subordinate Voting Shares (the "Shares")
Symbol(s): FAH.U
Issue price per security: $10.00
Number of securities issued and outstanding: 20,000,000
Number of securities reserved for issuance: 31,055,489
Listing category: Industrial
CUSIP: 303767 10 7
Trading currency: US$
Transaction: Initial public offering (the "Offering")
Listing date: February 16, 2017 (as at 5:01 pm) in anticipation of closing of the Offering.
Anticipated closing date: February 17, 2017 (prior to the opening)
Posted for trading date: February 17, 2017 (at the opening) subject to confirmation of closing of the Offering.
Other market(s): None
Temporary market maker: Questrade Inc.
Security ownership registration: Non-certificated inventory
Investor relations: Guy Bentinck
Tel: (416) 367-4941
Email: gbentinck@fairfaxafrica.ca
Incorporation: Canada Business Corporations Act
Fiscal year end: December 31
Nature of business: The Company is an investment holding Company. It's investment objective is to achieve long-term capital appreciation, while preserving capital, by actively investing in public and private equity securities and debt instruments of African businesses or other businesses with customers, suppliers or business primarily conducted in, or dependent on, Africa.
Transfer agent and registrar: Computershare Trust Company of Canada
Dividends: The Company has not declared or paid any dividend since incorporation and does not currently anticipate paying dividends on the Shares in the foreseeable future.
Concurrent Private Placement Concurrent with the closing of the Offering: (i) 14,378,000 Shares are being issued pursuant to a private placement to the Cornerstone Investors at a subscription price of US$10.00 per Share for gross proceeds of approximately US$143,780,000; and (ii) 30,000,000 unlisted multiple voting shares (the "MVS") are being issued pursuant to a private placement to Fairfax Financial Holdings Limited or its affiliates at a subscription price of US$10.00 per unlisted MVS for gross proceeds of US$300,000,000.
Conversion: The unlisted MVSs are convertible into Shares of the Company on a one-for-one basis.
Sponsorship: Not applicable
Additional Information The Shares will be quoted and traded on the Toronto Stock Exchange in US funds and trading information regarding the Shares will appear under the heading "Trading in US Funds" in the TSX Monthly Review.
Disclosure document: Prospectus dated February 8, 2017 which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the Disclosure document.
Initial public offering: Pursuant to the terms of the Prospectus, up to 6,465,300 Shares (including Shares issuable pursuant the underwriters' overallotment option of 843,300 Shares ) at a price of US$10.00 per Share are being offered to the public by RBC Dominion Securities Inc., Citigroup Global Markets Canada Inc., UBS Securities Canada Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc., Canaccord Genuity Corp., Cormark Securities Inc., Desjardins Securities Inc., GMP Securities L.P., Raymond James Ltd., Dundee Capital Partners and Manulife Securities Incorporated as underwriters.
TSX contact: Julie K. Shin,
Director, Listed Issuer Services,
Toronto Stock Exchange.

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