/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
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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