TD Bank 2007 Annual Report Download - page 100

TD BANK FINANCIAL GROUP ANNUAL REPORT 2007 Financial Results96
PREFERRED SHARES
None of the outstanding preferred shares are redeemable at
the option of the holder. Redemptions and repurchases of all
preferred shares are subject to prior approval of the
Superintendent of Financial Institutions Canada.
Class A First Preferred Shares, Series I
On July 31, 2006, the Bank redeemed all of its 16,065 outstand-
ing Class A First Preferred Shares, Series I at the par price of
$6.25 per share.
Class A First Preferred Shares, Series M
On February 3, 2003, the Bank issued 14 million Series M shares
for gross cash consideration of $350 million.
On or after April 30, 2009, the Bank may redeem all, or from
time to time, part of the outstanding Series M shares by payment
in cash of $26.00 per share if redeemed prior to April 30, 2010;
$25.75 if redeemed on or after April 30, 2010 and prior to April
30, 2011; $25.50 if redeemed on or after April 30, 2011 and
prior to April 30, 2012; $25.25 if redeemed on or after April 30,
2012 and prior to April 30, 2013; and $25.00 if redeemed there-
after together with the unpaid interest to the date of redemption.
On or after April 30, 2009, the Bank may convert the outstand-
ing Series M shares in whole or in part into common shares of
the Bank, determined by dividing the then applicable redemption
price per Series M share together with any declared and unpaid
interest to the date of conversion by the greater of $2.00 and
95% of the average trading price of such common shares at
that time.
On or after October 31, 2013, each Series M share may, at the
option of the holder, be converted quarterly into common shares
as described above. By giving at least 40 days of notice prior to
the date of conversion to all holders who have given a conversion
notice, the Bank may redeem or find substitute purchasers at the
purchase price of $25.00 cash per share together with unpaid
interest to the date of conversion.
Class A First Preferred Shares, Series N
On April 30, 2003, the Bank issued 8 million Series N shares for
gross cash consideration of $200 million.
On or after April 30, 2009, the Bank may redeem all, or from
time to time, part of the outstanding Series N shares by payment
in cash of $26.00 per share if redeemed prior to April 30, 2010;
$25.75 if redeemed on or after April 30, 2010 and prior to April
30, 2011; $25.50 if redeemed on or after April 30, 2011 and
prior to April 30, 2012; $25.25 if redeemed on or after April 30,
2012 and prior to April 30, 2013; and $25.00 if redeemed there-
after together with unpaid interest to the date of redemption.
On or after April 30, 2009, the Bank may convert the outstand-
ing Series N shares in whole or in part into common shares of
the Bank, determined by dividing the then applicable redemption
price per Series N share together with any declared and unpaid
interest to the date of conversion by the greater of $2.00 and
95% of the average trading price of such common shares at
that time.
On or after January 31, 2014, each Series N share may, at the
option of the holder, be converted quarterly into common shares
as described above. By giving at least 40 days of notice prior to
the date of conversion to all holders who have given a conversion
notice, the Bank may redeem or find substitute purchasers at the
purchase price of $25.00 cash per share together with unpaid
interest to the date of conversion.
TD MORTGAGE INVESTMENT CORPORATION PREFERRED
SHARES, SERIES A
On October 31, 2007, TD Mortgage Investment Corporation
redeemed all 350,000 preferred shares, Series A at the price of
$1,000 per share.
Interest Distributions on Preferred Shares
(per share) Distribution frequency Amount
Series M Quarterly $ 0.29375
Series N Quarterly $ 0.28750
CAPITAL TRUST SECURITIES – SERIES 2009
The Capital Trust Securities – Series 2009 (TD CaTS) are issued
by TD Capital Trust (Trust), whose voting securities are owned
100% by the Bank. Holders of TD CaTS are eligible to receive
semi-annual non-cumulative fixed cash distributions of $38 per
each TD CaTS. Should the Trust fail to pay the semi-annual
distributions in full, the Bank’s ability to declare dividends and
interest distributions on Bank common and preferred shares
would be restricted.
Between June 30, 2005 and December 31, 2009, the Trust has
the option of redeeming the outstanding TD CaTS for the greater
of: (a) $1,000 per TD CaTS together with unpaid distributions to
the date of redemption and (b) a price calculated to provide an
annual yield equal to the yield of a Government of Canada bond
maturing on December 31, 2009 at that time plus 0.38% togeth-
er with unpaid distributions to the date of redemption. In the
event of an unfavourable change in tax or capital treatment as it
applies to the Trust prior to June 30, 2005, the Trust may redeem
the outstanding TD CaTS for a redemption price as calculated
above. On or after December 31, 2009, the redemption price will
be $1,000 per TD CaTS together with unpaid distributions to the
date of redemption. Such redemption rights are subject to the
approval of the Superintendent of Financial Institutions Canada.
On or after June 30, 2010, each TD CaTS may, at the option of
the holder, be converted semi-annually into one non-cumulative
Class A redeemable First Preferred Share, Series A1 of the Bank.
By giving at least 60 days’ notice prior to the date of conversion
to all holders who have given a conversion notice, the Bank may
redeem or find substitute purchasers at the purchase price of
$1,000 per TD CaTS together with unpaid distributions to the
date of conversion.
Each TD CaTS may be automatically exchanged into one
non-cumulative Class A redeemable First Preferred Share, Series
A1 of the Bank without the consent of the holder in the following
circumstances: (a) proceedings are commenced for the winding-
Liabilities
(millions of Canadian dollars) 2007 2006
Preferred Shares
Preferred shares issued by the Bank (thousands of shares):
Class A – 16 Series I $ – $ –
Class A – 14,000 Series M 350 350
Class A – 8,000 Series N 200 200
550 550
Preferred shares issued by TD Mortgage Investment Corporation (thousands of shares):
350 non-cumulative preferred shares, Series A –344
Total Preferred Shares 550 894
Capital Trust Securities
Trust units issued by TD Capital Trust (thousands of units):
900 Capital Trust Securities – Series 2009 899 900
Total Capital Trust Securities 899 900
Total Liabilities for Preferred Shares and Capital Trust Securities $ 1,449 $ 1,794