/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
TORONTO, May 26, 2014 /CNW/ - The Toronto-Dominion Bank ("TD Bank Group"
or "TD") today announced an inaugural Basel III-compliant domestic
public offering of Non-Cumulative 5-Year Rate Reset Preferred Shares,
Series 1 (the "Series 1 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 1
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 1 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 1 Shares will yield 3.90% annually, payable quarterly, as and
when declared by the Board of Directors of TD, for the initial period
ending October 31, 2019. Thereafter, the dividend rate will reset
every five years at a level of 2.24% over the then five-year Government
of Canada bond yield.
Subject to regulatory approval, on October 31, 2019 and on October 31
every 5 years thereafter, TD may redeem the Series 1 Shares, in whole
or in part, at $25.00 per share. Subject to TD's right of redemption,
holders of the Series 1 Shares will have the right to convert their
shares into Non-Cumulative Floating Rate Preferred Shares, Series 2
(the "Series 2 Shares"), subject to certain conditions, on October 31,
2019, and on October 31 every five years thereafter. Holders of the
Series 2 Shares will be entitled to receive quarterly floating
dividends, as and when declared by the Board of Directors of TD, equal
to the three-month Government of Canada Treasury bill yield plus 2.24%.
The expected closing date is June 4, 2014. TD will make an application
to list the Series 1 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 1 Shares and Series 2 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
States.
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 over 22 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 8 million active online and mobile customers. TD had
CDN$896 billion in assets on April 30, 2014. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto
and New York Stock Exchanges.
SOURCE TD Bank Group
