NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
FAIRFAX INDIA TO ACQUIRE ADDITIONAL EQUITY INTEREST
IN IIFL CAPITAL SERVICES LIMITED
(Note: All dollar amounts in this news release are expressed in U.S. dollars except as otherwise noted.)
TORONTO, May 07, 2026 (GLOBE NEWSWIRE) — Fairfax India Holdings Corporation (“Fairfax India” or the “Company”) (TSX: FIH.U) announces that, through its wholly-owned subsidiary, FIH Mauritius Investments Ltd, it has entered into an investment agreement (the “Investment Agreement”) with IIFL Capital Services Limited (“IIFL Capital”) and its existing promoters pursuant to which Fairfax India, through a combination of transactions, will increase its ownership interest in IIFL Capital such that Fairfax India, together with its affiliate, will own at least a 51% equity interest (the “Target Shareholding”) in IIFL Capital upon consummation of the transactions.
Pursuant to the terms of the Investment Agreement, Fairfax India intends to acquire additional equity shares of IIFL Capital through a combination of (i) a subscription for new shares of IIFL Capital representing approximately 10% of IIFL Capital’s share capital, at a price of INR 350 per share (the “Subscription Price”), and (ii) an open offer by Fairfax India to IIFL Capital’s public shareholders, as required by applicable Indian securities laws, to acquire, at the Subscription Price, up to a maximum of 26% of IIFL Capital’s share capital (the “Open Offer”). Pursuant to the Investment Agreement, if shares tendered to the Open Offer are insufficient for Fairfax India to reach the Target Shareholding, IIFL Capital’s existing promoters have agreed to sell such number of equity shares to Fairfax India at the Subscription Price that would result in Fairfax India acquiring the Target Shareholding. Subject to the results of the Open Offer, the aggregate consideration for the transactions is expected to be approximately INR 39.3 billion (approximately US$415 million at current exchange rates).
Following completion of the transactions and subject to the results of the Open Offer, the combined equity interest of Fairfax India and its affiliate in IIFL Capital is expected to increase from 30.5% (27.2% held by Fairfax India and 3.3% held by its affiliate, HWIC Asia Fund (Class A Shares)) to a minimum of 51%.
The transactions are expected to close in stages commencing in Q4 2026 and remain subject to the receipt of certain regulatory approvals, third party consents, completion of the Open Offer and other customary closing conditions.
About Fairfax India
Fairfax India is an investment holding company whose objective is to achieve long term capital appreciation, while preserving capital, by investing in public and private equity securities and debt instruments in India and Indian businesses or other businesses with customers, suppliers or business primarily conducted in, or dependent on, India.
| For further information, contact: | John Varnell, Vice President, Corporate Affairs (416) 367-4755 |
This press release may contain forward-looking statements within the meaning of applicable securities legislation. Forward-looking statements may relate to the Company’s or an Indian Investment’s future outlook and anticipated events or results and may include statements regarding the financial position, business strategy, growth strategy, budgets, operations, financial results, taxes, dividends, plans and objectives of the company. Particularly, statements regarding future results, performance, achievements, prospects or opportunities of the company, an Indian Investment, or the Indian market are forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”.
Forward-looking statements are based on our opinions and estimates as of the date of this press release, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements, including but not limited to the following factors: oil price risk; geographic concentration of investments; potential lack of diversification; foreign currency fluctuation; volatility of the Indian securities markets; investments may be made in foreign private businesses where information is unreliable or unavailable; valuation methodologies involve subjective judgments; financial market fluctuations; pace of completing investments; minority investments; reliance on key personnel and risks associated with the Investment Advisory Agreement; disruption of the Company’s information technology systems could significantly affect the Company’s business; lawsuits; use of leverage; significant ownership by Fairfax may adversely affect the market price of the subordinate voting shares; trading price of subordinate voting shares relative to book value per share risk; weather risk; taxation risks; emerging markets; legal, tax and regulatory risks; MLI; economic risk; reliance on trading partners; and economic disruptions from global conflicts and the development of other geopolitical events worldwide. Additional risks and uncertainties are described in the Company’s annual information form dated March 6, 2026 which is available on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.fairfaxindia.ca. These factors and assumptions are not intended to represent a complete list of the factors and assumptions that could affect the Company. These factors and assumptions, however, should be considered carefully.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements contained herein, except as required by applicable securities laws.
