TORONTO, May 26, 2011 /CNW/ - CIBC (TSX: CM) (NYSE: CM) today announced that it intends to seek to have its non-cumulative Class A preferred shares, Series 26, 27 and 29 (the Convertible Preferred Shares) treated as non-viability contingent capital (NVCC) for the purposes of determining regulatory capital under Basel III.
The Office of the Superintendent of Financial Institutions (OSFI) has indicated that it is not aware of a factual basis that would question the compliance of the Convertible Preferred Shares with the principles specified in OSFI's draft advisory on NVCC published in February 2011 (the NVCC Advisory), provided that:
(i) CIBC irrevocably renounces its rights to convert the Convertible
Preferred Shares into CIBC common shares by way of a deed poll
except in circumstances that would be a "Trigger Event" as
described in the NVCC Advisory; and
(ii) CIBC provides an undertaking to OSFI that CIBC will immediately
exercise its rights to convert each of the Convertible Preferred
Shares into CIBC common shares upon the occurrence of a Trigger
OSFI has indicated that certain features of the Convertible Preferred Shares will not be acceptable terms and conditions for future instruments to be considered NVCC.
CIBC intends to seek formal confirmation from OSFI regarding the capital treatment of the Convertible Preferred Shares after OSFI finalizes the NVCC Advisory. These actions do not restrict CIBC's existing redemption rights under the terms of the Convertible Preferred Shares.
By renouncing CIBC's conversion rights except upon the occurrence of a Trigger Event, the Convertible Preferred Shares will continue to not be dilutive to earnings per share following the adoption of International Financial Reporting Standards (IFRS) commencing November 1, 2012 nor for the portion of the IFRS comparative year ending October 31, 2011 that is subsequent to the renunciation date.
This news release contains forward-looking statements within the meaning of certain securities laws, including statements regarding our intention to seek NVCC treatment for the Convertible Preferred Shares and the ability of the Convertible Preferred Shares to qualify for NVCC treatment. By their nature, these statements require us to make assumptions and are subject to inherent risks and uncertainties that may be general or specific. A variety of factors, including the possibility that we will not seek NVCC treatment or that the Convertible Preferred Shares may not qualify for NVCC treatment under the final NVCC Advisory and other factors, many of which are beyond our control could cause actual results to differ materially from the expectations expressed in any of our forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on our forward-looking statements. We do not undertake to update any forward-looking statement except as required by law.
For further information: Jason Patchett, CIBC Investor Relations, 416-980-8691; Anu Shrivats, CIBC Investor Relations, 416-980-2556; or Mary Lou Frazer, CIBC Communications and Public Affairs, 416-980-4111