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SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
TORONTO, May 24, 2019 /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 24 (the "Series
24 Shares").
TD has entered into an agreement with a group of underwriters
led by TD Securities Inc. to issue, on a bought deal basis,
10 million Series 24 Shares at a price of $25.00 per share to raise gross proceeds of
$250 million. TD has also granted the underwriters an
option to purchase, on the same terms, up to an additional
2 million Series 24 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 24 Shares will yield 5.10% annually, with dividends
payable quarterly, as and when declared by the Board of Directors
of TD, for the initial period ending July
31, 2024. Thereafter, the dividend rate will reset
every five years at a level of 3.56% over the then five-year
Government of Canada bond
yield.
Subject to regulatory approval, on July
31, 2024 and on July 31 every 5 years thereafter, TD
may redeem the Series 24 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 24 Shares will have the right to convert their shares
into Non-Cumulative Floating Rate Preferred Shares (NVCC), Series
25 (the "Series 25 Shares"), on July 31,
2024, and on July 31 every five years thereafter.
Holders of the Series 25 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 3.56%.
The expected closing date is June
4, 2019. TD will make an application to list the
Series 24 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 24 Shares and Series 25 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 26
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 13 million active online and
mobile customers. TD had CDN$1.4
trillion in assets on April 30,
2019. The Toronto-Dominion Bank trades under the symbol "TD"
on the Toronto and New York Stock
Exchanges.
SOURCE TD Bank Group