TD Bank 2006 Annual Report Download - page 91

TD BANK FINANCIAL GROUP ANNUAL REPORT 2006 Financial Results 87
Semi-annually, on or after October 31, 2007, the Bank may
exchange the outstanding Series A shares in whole into common
shares of the Bank, determined by dividing $1,000 plus the
declared and unpaid interest to the date of exchange by 95% of
the average trading price of such common shares at that time.
Semi-annually, on or after October 31, 2007, each Series A
share may, at the option of the holder, be exchanged into com-
mon shares of the Bank, determined by dividing $1,000 plus the
declared and unpaid interest to the date of exchange by the
greater of $1.00 and 95% of the average trading price of such
common shares at that time.
By giving at least two business days of notice prior to the date
of exchange to all holders who have given an exchange notice,
TDMIC may redeem or the Bank may find substitute purchasers
at the purchase price of $1,000 plus the declared and unpaid
interest to the date of conversion.
Each Series A share may be automatically exchanged into one
preferred share of the Bank without consent of the holder in the
following specific circumstances: (a) TDMIC fails to pay interest
on the Series A shares; (b) the Bank fails to pay interest on all of
its non-cumulative preferred shares; (c) proceedings are com-
menced for the winding-up of the Bank; (d) the Superintendent
of Financial Institutions Canada takes control of the Bank; (e) the
Bank has Tier 1 capitalization of less than 5% or a total capital
ratio of less than 8%; or (f) the Bank or TDMIC has failed to com-
ply with a direction of the Superintendent of Financial Institutions
Canada to increase its capital or provide additional liquidity.
CAPITAL TRUST SECURITIES – SERIES 2009
The Capital Trust Securities –Series 2009 (TD CaTS) areissued
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’sability to declaredividends 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 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 .38% together 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 out-
standing TD CaTS for a redemption price as calculated above.
On or after December 31, 2009, the redemption price will be
$1,000 together with unpaid distributions to the date of redemp-
tion. 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 follow-
ing circumstances: (a) proceedings are commenced for the
winding-up of the Bank; (b) the Superintendent of Financial
Institutions Canada takes control of the Bank; (c) the Bank has
Tier 1 capitalization of less than 5% or a total capital ratio of less
than 8%; or (d) the Bank fails to comply with a direction of the
Superintendent of Financial Institutions Canada to increase its
capital or provide additional liquidity.
Interest Distributions on Preferred Shares
(per share) Distribution frequency Amount
Series I Quarterly $.01000
Series M Quarterly $.29375
Series N Quarterly $.28750
TDMIC, Series A Semi-annually $32.30
PREFERRED SHARES
None of the outstanding preferred shares are redeemable at the
option of the holder. Redemptions and repurchases of all pre-
ferred shares are subject to prior approval of the Superintendent
of Financial Institutions Canada.
Class A First Preferred Shares, Series H
On May 3, 2004, the Bank redeemed all outstanding Class A First
Preferred Shares, Series H at the price of $25.00 per share
together with declared and unpaid interest of $.014589 per share
for the three day period ended May 3, 2004.
Class A First Preferred Shares, Series I
On July 31, 2006, the Bank redeemed all of its 16,065 outstanding
Class A First Preferred Shares, Series I at the par price of $6.25
per share.
Class A First Preferred Shares, Series J
On October 31, 2005, the Bank redeemed all 16 million Class A First
Preferred Shares, Series J at the price of $25.80 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 thereafter
together with the unpaid interest to the date of redemption.
On or after April 30, 2009, the Bank may convert the out-
standing Series M shares in whole or in part into common shares
of the Bank, determined by dividing the then applicable redemp-
tion price per Series M sharetogether 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 sharemay,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 shareif 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 sharetogether 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 sharetogether with unpaid
interest to the date of conversion.
TD MORTGAGE INVESTMENT CORPORATION
PREFERRED SHARES, SERIES A
Semi-annually,on or after October 31, 2007, TD Mortgage
Investment Corporation (TDMIC) has the option of redeeming
the outstanding Series A shares for $1,000per share.