TORONTO, March 28, 2017 /CNW/ - The Toronto-Dominion Bank
(TD) (TSX: TD) announced today that it intends to purchase for
cancellation common shares pursuant to a specific share repurchase
program (the Program). TD has entered into an agreement (the
Agreement) with an arm's-length third party seller to repurchase
common shares through daily purchases that will take place between
March 31, 2017 and April 21, 2017 subject to a maximum of 14,500,000
common shares. The Program will form part of TD's normal course
issuer bid for up to 15,000,000 common shares announced on
March 2, 2017.
Pursuant to the terms of the Agreement, and subject to the terms
of an issuer bid exemption order issued by the Ontario Securities
Commission dated March 28, 2017 (the
Order), the third party will purchase TD's common shares on
Canadian markets for the purpose of fulfilling its delivery
obligations to TD under the Agreement. Pursuant to its normal
course issuer bid, TD has established an automatic share purchase
plan under which the third party's broker will repurchase TD shares
within a defined set of criteria. The price that TD will pay for
any common shares purchased by it from the third party under the
Agreement will be at a discount to the prevailing market price of
TD's common shares on the Canadian markets at the time of purchase.
Information regarding the number of common shares purchased and
aggregate price paid will be available on the System for Electronic
Document Analysis and Retrieval (SEDAR) at www.sedar.com following
the completion of the Program.
Pursuant to the terms of the Agreement and the Order, all
purchases made by the third party or its agents on the TSX and
other Canadian markets pursuant to the Program will be made in
accordance with the TSX rules applicable to the normal course
issuer bid, subject to limited exceptions as provided in the Order.
TD will acquire common shares from the third party pursuant to the
Agreement as part of the bid and such common shares will be
cancelled upon purchase by TD.
Caution Regarding Forward-Looking Statements
From time to time, the Bank (as defined below) makes written
and/or oral forward-looking statements, including in this document,
in other filings with Canadian regulators or the United States (U.S.) Securities and
Exchange Commission (SEC), and in other communications. In
addition, representatives of the Bank may make forward-looking
statements orally to analysts, investors, the media and others. 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.
Forward-looking statements include, but are not limited to,
statements made in this document, the Management's Discussion and
Analysis (2016 MD&A) in the Bank's 2016 Annual Report under the
heading "Economic Summary and Outlook", for each business segment
under headings "Business Outlook and Focus for 2017", and in other
statements regarding the Bank's objectives and priorities for 2017
and beyond and strategies to achieve them, the regulatory
environment in which the Bank operates, and the Bank's anticipated
financial performance. Forward-looking statements are typically
identified by words such as "will", "should", "believe", "expect",
"anticipate", "intend", "estimate", "plan", "may", and "could".
By their very nature, these forward-looking statements require
the Bank to make assumptions and are subject to inherent risks and
uncertainties, general and specific. Especially in light of the
uncertainty related to the physical, financial, economic,
political, and regulatory environments, such risks and
uncertainties – many of which are beyond the Bank's control and the
effects of which can be difficult to predict – may cause actual
results to differ materially from the expectations expressed in the
forward-looking statements. Risk factors that could cause,
individually or in the aggregate, such differences include: credit,
market (including equity, commodity, foreign exchange, and interest
rate), liquidity, operational (including technology and
infrastructure), reputational, insurance, strategic, regulatory,
legal, environmental, capital adequacy, and other risks. Examples
of such risk factors include the general business and economic
conditions in the regions in which the Bank operates; the ability
of the Bank to execute on key priorities, including the successful
completion of acquisitions and dispositions, business retention
plans, and strategic plans and to attract, develop and retain key
executives; disruptions in or attacks (including cyber-attacks) on
the Bank's information technology, internet, network access or
other voice or data communications systems or services; the
evolution of various types of fraud or other criminal behaviour to
which the Bank is exposed; the failure of third parties to comply
with their obligations to the Bank or its affiliates, including
relating to the care and control of information; the impact of new
and changes to, or application of, current laws and regulations,
including without limitation tax laws, risk-based capital
guidelines and liquidity regulatory guidance; exposure related to
significant litigation and regulatory matters; increased
competition, including through internet and mobile banking and
non-traditional competitors; changes to the Bank's credit ratings;
changes in currency and interest rates (including the possibility
of negative interest rates); increased funding costs and market
volatility due to market illiquidity and competition for funding;
critical accounting estimates and changes to accounting standards,
policies, and methods used by the Bank; existing and potential
international debt crises; and the occurrence of natural and
unnatural catastrophic events and claims resulting from such
events. The Bank cautions that the preceding list is not exhaustive
of all possible risk factors and other factors could also adversely
affect the Bank's results. For more detailed information, please
refer to the "Risk Factors and Management" section of the 2016
MD&A, as may be updated in subsequently filed quarterly reports
to shareholders and news releases (as applicable) related to any
transactions or events discussed under the heading "Significant
Events" in the relevant MD&A, which applicable releases may be
found on www.td.com. All such factors should be considered
carefully, as well as other uncertainties and potential events, and
the inherent uncertainty of forward-looking statements, when making
decisions with respect to the Bank and the Bank cautions readers
not to place undue reliance on the Bank's forward-looking
statements.
Material economic assumptions underlying the forward-looking
statements contained in this document are set out in the 2016
MD&A under the headings "Economic Summary and Outlook", and for
each business segment, "Business Outlook and Focus for 2017", each
as may be updated in subsequently filed quarterly reports to
shareholders.
Any forward-looking statements contained in this document
represent the views of management only as of the date hereof and
are presented for the purpose of assisting the Bank's shareholders
and analysts in understanding the Bank's financial position,
objectives and priorities and anticipated financial performance as
at and for the periods ended on the dates presented, and may not be
appropriate for other purposes. The Bank does not undertake to
update any forward-looking statements, whether written or oral,
that may be made from time to time by or on its behalf, 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 25 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 over 11 million active online
and mobile customers. TD had CDN$1.2
trillion in assets on January 31,
2017. The Toronto-Dominion Bank trades under the symbol "TD"
on the Toronto and New York Stock
Exchanges.
SOURCE TD Bank Group