/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
TORONTO, Feb. 27, 2015 /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, Series 7 (the
"Series 7 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 7
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 7 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 7 Shares will yield 3.60% annually, payable quarterly, as and
when declared by the Board of Directors of TD, for the initial period
ending July 31, 2020. Thereafter, the dividend rate will reset every
five years at a level of 2.79% over the then five-year Government of
Canada bond yield.
Subject to regulatory approval, on July 31, 2020 and on July 31 every 5
years thereafter, TD may redeem the Series 7 Shares, in whole or in
part, at $25.00 per share. Subject to TD's right of redemption,
holders of the Series 7 Shares will have the right to convert their
shares into Non-Cumulative Floating Rate Preferred Shares, Series 8
(the "Series 8 Shares"), subject to certain conditions, on July 31,
2020, and on July 31 every five years thereafter. Holders of the
Series 8 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 2.79%.
The expected closing date is March 10, 2015. TD will make an
application to list the Series 7 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 Bank, as previously announced, will redeem its outstanding
Non-cumulative Redeemable Class A First Preferred Shares, Series P and
Series Q on March 2, 2015. It is the intention of the Bank to exercise
its right to redeem all of its outstanding 10 million Non-cumulative
Redeemable Class A First Preferred Shares, Series R (the "Series R
Shares"). The foregoing statement of intention does not constitute
formal notice of redemption. Should the Bank exercise its right to
redeem the Series R Shares, formal notice of redemption will be issued
by the Bank in due course.
The Series 7 Shares and Series 8 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.
This release contains forward looking statements. All such statements
are made pursuant to the "safe harbour" provisions of, and are intended
to be forward-looking statements under, applicable Canadian and U.S.
securities legislation, including the U.S. Private Securities
Litigation Reform Act of 1995. By their very nature, these statements
are subject to inherent risks and uncertainties, general and specific.
Such risks and uncertainties may be beyond TD's control and may cause
actual results to differ from the expectations expressed in the
forward-looking statements. Certain risk factors are discussed in TD's
2014 Annual Report, as updated in TD's First Quarter 2015 Report to
Shareholders. TD does not undertake to update any forward-looking
statements except as required under applicable securities legislation.
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 9.7 million active online and mobile customers. TD had
CDN$1.1 trillion in assets on January 31, 2015. The Toronto-Dominion
Bank trades under the symbol "TD" on the Toronto and New York Stock
Exchanges.
SOURCE TD Bank Group
