TD
Bank to Issue Preferred Shares
September
28, 2005 - TORONTO -
The Toronto-Dominion Bank (“TD”) today announced that it has entered into an
agreement with a group of underwriters led by TD Securities Inc. for an
issue of
15 million Non-cumulative Class A First Preferred Shares, Series O (the
"Series
O Shares") carrying a face value of C$25.00 per share, to raise gross proceeds
of C$375 million. TD intends to file in Canada a prospectus supplement
to its
March 14, 2005 amended and restated base shelf prospectus in respect of
this
issue.
TD
has also granted the underwriters an option to purchase, on the same terms,
up
to an additional two million Series O Shares. This option is exercisable
in
whole or in part by the underwriters at anytime until October 5, 2005.
The
maximum gross proceeds raised under the offering will be C$425 million
should
this option be exercised in full.
The
Series O Shares will yield
4.85 per
cent annually and are redeemable by TD for cash, subject to regulatory
consent,
at a declining premium after approximately five years.
The
issue is anticipated to qualify as Tier 1 capital for TD and the expected
closing date is November 1, 2005. Earlier today TD announced its redemption
of
the Non-cumulative Class A First Preferred Shares, Series J (the "Series
J
Shares") on October 31, 2005 for approximately C$423 million. Following
the
closing of this offering and the redemption of the Series J Shares, no
material
change in TD’s Tier 1 ratio is expected.
The
securities offered 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 Financial Group
Marking
150 years of service to Canadians in 2005, The Toronto-Dominion Bank and
its
subsidiaries are collectively known as TD Bank Financial Group. TD Bank
Financial Group serves more than 14 million customers in four key businesses
operating in a number of locations in key financial centres around the
globe:
Canadian Personal and Commercial Banking including TD Canada Trust; Wealth
Management including the global operations of TD Waterhouse; Wholesale
Banking,
including TD Securities; and U.S. Personal and Commercial Banking through
TD
Banknorth. TD Bank Financial Group also ranks among the world’s leading on-line
financial services firms, with more than 4.5 million on-line customers.
TD Bank
Financial Group had CDN$368.4 billion in assets, as of July 31, 2005. The
Toronto-Dominion Bank trades on the Toronto and New York Stock Exchanges
under
the symbol “TD”.
-30-
For
further information: Peter J. Aust, Vice President, Capital Finance, (416)
982-8056