TD Bank 2009 Annual Report Download - page 123

TD BANK FINANCIAL GROUP ANNUAL REPORT 2009 FINANCIAL RESULTS 119
Shares Issued and Outstanding
(millions of shares and millions of Canadian dollars) 2009 2008 2007
Number Number Number
of shares Amount of shares Amount of shares Amount
Common Shares
Balance at beginning of year 810.1 $ 13,241 717.8 $ 6,577 717.4 $ 6,334
Proceeds from shares issued on exercise of stock options 4.6 247 4.6 255 3.8 173
Shares issued as a result of dividend reinvestment plan 8.8 451 4.6 274 1.2 85
Proceeds from issuance of new shares 34.9 1,381 ––––
Repurchase of common shares ––– – (5.0) (45)
Shares issued on acquisition of Commerce ––83.3 6,147 – –
Impact of shares sold (acquired) for trading purposes10.4 37 (0.2) (12) 0.4 30
Balance at end of year – common shares 858.8 $ 15,357 810.1 $ 13,241 717.8 $ 6,577
Class A Preferred Shares
Series O 17.0 $ 425 17.0 $ 425 17.0 $ 425
Series P 10.0 250 10.0 250 – –
Series Q 8.0 200 8.0 200 – –
Series R 10.0 250 10.0 250 – –
Series S 10.0 250 10.0 250 – –
Series Y 10.0 250 10.0 250 – –
Series AA 10.0 250 10.0 250 – –
Series AC 8.8 220 ––––
Series AE 12.0 300 ––––
Series AG 15.0 375 ––––
Series AI 11.0 275 ––––
Series AK 14.0 350 ––––
Balance at end of year – preferred shares 135.8 $ 3,395 75.0 $ 1,875 17.0 $ 425
1Sold or purchased by subsidiaries of the Bank which are regulated securities
entities in accordance with Regulation 92-313 under the Bank Act.
PREFERRED SHARES
Class A First Preferred Shares, Series O
On November 1, 2005, the Bank issued 17 million Class A First Preferred
Shares, Series O for gross cash consideration of $425 million. Quarterly
non-cumulative cash dividends, if declared, will be paid at a per annum
rate of 4.85% per Series O share. The Series O shares are redeemable
by the Bank, subject to regulatory consent, by payment in cash of
$26.00 per share if redeemed on or after November 1, 2010 and at
a declining premium of $0.25 each 12-month period thereafter to
$25.00 per share if redeemed on or after October 31, 2014. The Series
O shares qualify as Tier 1 capital of the Bank.
Class A First Preferred Shares, Series P
On November 1, 2007, the Bank issued 10 million Class A First Preferred
Shares, Series P for gross cash consideration of $250 million. Quarterly
non-cumulative cash dividends, if declared, will be paid at a per annum
rate of 5.25% per Series P share. The Series P shares are redeemable
by the Bank, subject to regulatory consent, by payment in cash
of $26.00 per share if redeemed on or after November 1, 2012 and
decreasing by $0.25 each 12-month period thereafter to $25.00 per
share if redeemed on or after October 31, 2016. The Series P shares
qualify as Tier 1 capital of the Bank.
Class A First Preferred Shares, Series Q
On January 31, 2008, the Bank issued 8 million Class A First Preferred
Shares, Series Q for gross cash consideration of $200 million. Quarterly
non-cumulative cash dividends, if declared, will be paid at a per annum
rate of 5.60% per Series Q share. The Series Q shares are redeemable
by the Bank, subject to regulatory consent, by payment in cash of
$26.00 per share if redeemed on or after January 31, 2013 and
decreasing by $0.25 each 12-month period thereafter to $25.00 per
share if redeemed on or after January 31, 2017. The Series Q shares
qualify as Tier 1 capital of the Bank.
Class A First Preferred Shares, Series R
On March 12, 2008, the Bank issued 10 million Class A First Preferred
Shares, Series R for gross cash consideration of $250 million. Quarterly
non-cumulative cash dividends, if declared, will be paid at a per
annum rate of 5.60% per Series R share. The Series R shares are
redeemable by the Bank, subject to regulatory consent, by payment in
cash of $26.00 per share if redeemed on or after April 30, 2013 and
decreasing by $0.25 each 12-month period thereafter to $25.00 per
share if redeemed on or after April 30, 2017. The Series R shares
qualify as Tier 1 capital of the Bank.
5-Year Rate Reset Preferred Shares, Series S
On June 11, 2008, the Bank issued 10 million non-cumulative 5-Year
Rate Reset Preferred Shares, Series S for gross cash consideration of
$250 million. Quarterly non-cumulative cash dividends, if declared, will
be paid at a per annum rate of 5.00% for the initial period from and
including June 11, 2008 to but excluding July 31, 2013. Thereafter,
the dividend rate will reset every five years to equal the then five-year
Government of Canada bond yield plus 1.60%. Holders of the Series S
shares will have the right to convert all or any part of their shares into
non-cumulative Floating Rate Preferred Shares, Series T, subject to
certain conditions, on July 31, 2013, and on July 31 every five years
thereafter and vice versa. The Series S shares are redeemable by the
Bank for cash, subject to regulatory consent, at $25.00 per share on
July 31, 2013 and on July 31 every five years thereafter. The Series S
shares qualify as Tier 1 capital of the Bank.
5-Year Rate Reset Preferred Shares, Series Y
On July 16, 2008, the Bank issued 10 million non-cumulative 5-Year
Rate Reset Preferred Shares, Series Y for gross cash consideration of
$250 million. Quarterly non-cumulative cash dividends, if declared, will
be paid at a per annum rate of 5.10% for the initial period from and
including July 16, 2008 to but excluding October 31, 2013. Thereafter,
the dividend rate will reset every five years to equal the then five-year
Government of Canada bond yield plus 1.68%. Holders of the Series Y
shares will have the right to convert their shares into non-cumulative
Floating Rate Preferred Shares, Series Z, subject to certain conditions,
on October 31, 2013, and on October 31 every five years thereafter
and vice versa. The Series Y shares are redeemable by the Bank for
cash, subject to regulatory consent, at $25.00 per share on October
31, 2013 and on October 31 every five years thereafter. The Series Y
shares qualify as Tier 1 capital of the Bank.