/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
TORONTO, Jan. 5, 2016 /CNW/ - The Toronto-Dominion Bank ("TD Bank Group"
or "TD") today announced a domestic public offering of Non-Cumulative
5-Year Rate Reset Preferred Shares (non-viability contingent capital
(NVCC)), Series 12 (the "Series 12 Shares").
TD has entered into an agreement with a group of underwriters led by TD
Securities Inc. to issue, on a bought deal basis, 12 million Series 12
Shares at a price of $25.00 per share to raise gross proceeds of $300
million. TD has also granted the underwriters an option to purchase,
on the same terms, up to an additional 2 million Series 12 Shares.
This option is exercisable in whole or in part by the underwriters at
any time up to two business days prior to closing.
The Series 12 Shares will yield 5.5% annually, with dividends payable
quarterly, as and when declared by the Board of Directors of TD, for
the initial period ending April 30, 2021. Thereafter, the dividend
rate will reset every five years at a level of 4.66% over the then
five-year Government of Canada bond yield.
Subject to regulatory approval, on April 30, 2021 and on April 30 every
5 years thereafter, TD may redeem the Series 12 Shares, in whole or in
part, at $25.00 per share. Subject to TD's right of redemption and
certain other conditions, holders of the Series 12 Shares will have the
right to convert their shares into Non-Cumulative Floating Rate
Preferred Shares (NVCC), Series 13 (the "Series 13 Shares"), on April
30 2021, and on April 30 every five years thereafter. Holders of the
Series 13 Shares will be entitled to receive quarterly floating rate
dividends, as and when declared by the Board of Directors of TD, equal
to the three-month Government of Canada Treasury bill yield plus 4.66%.
The expected closing date is January 14, 2016. TD will make an
application to list the Series 12 Shares as of the closing date on the
Toronto Stock Exchange. The net proceeds of the offering will be used
for general corporate purposes.
The Series 12 Shares and Series 13 Shares have not been, and will not
be, registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements. This press
release shall not constitute an offer to sell securities in the United
About TD Bank Group
The Toronto-Dominion Bank and its subsidiaries are collectively known as
TD Bank Group ("TD" or the "Bank"). TD is the sixth largest bank in
North America by branches and serves more than 24 million customers in
three key businesses operating in a number of locations in financial
centres around the globe: Canadian Retail, including TD Canada Trust,
TD Auto Finance Canada, TD Wealth (Canada), TD Direct Investing, and TD
Insurance; U.S. Retail, including TD Bank, America's Most Convenient
Bank, TD Auto Finance U.S., TD Wealth (U.S.), and an investment in TD
Ameritrade; and Wholesale Banking, including TD Securities. TD also
ranks among the world's leading online financial services firms, with
approximately 10.2 million active online and mobile customers. TD had
CDN$1.1 trillion in assets on October 31, 2015. The Toronto-Dominion
Bank trades under the symbol "TD" on the Toronto and New York Stock
SOURCE TD Bank Group
For further information:
Head of Investor Relations
Ali Duncan Martin
Media Relations, Corporate & Public Affairs