TD Bank 2012 Annual Report Download - page 145

TD BANK GROUP ANNUAL REPORT 2012 FINANCIAL RESULTS 143
SHARE CAPITAL
NOTE 21
REIT PREFERRED STOCK, FIXED-TO-FLOATING RATE
EXCHANGEABLE NON-CUMULATIVE PERPETUAL PREFERRED
STOCK, SERIES A
A real estate investment trust, Northgroup Preferred Capital Corpora-
tion (Northgroup REIT), a subsidiary of TD Bank, N.A., issued 500,000
shares of Fixed-to-Floating Rate Exchangeable Non-Cumulative Perpetual
Preferred Stock, Series A (Series A shares). Each Series A share is entitled
to semi-annual non-cumulative cash dividends, if declared, at a per
annum rate of 6.378% until October 17, 2017 and at a per annum
rate of three-month LIBOR plus 1.1725% payable quarterly thereafter.
The Series A shares are redeemable by Northgroup REIT, subject to
regulatory consent, at a price of US$1,000 plus a make-whole amount
at any time after October 15, 2012 and prior to October 15, 2017, and
at a price of US$1,000 per Series A share on October 15, 2017 and
every five years thereafter. The Series A shares qualify as Tier 1 capital
of the Bank. Each Series A share may be automatically exchanged,
without the consent of the holders, into a newly issued share of
preferred stock of TD Bank, N.A. on the occurrence of certain events.
COMMON SHARES
The Bank is authorized by its shareholders to issue an unlimited number
of common shares, without par value, for unlimited consideration. The
common shares are not redeemable or convertible. Dividends are typi-
cally declared by the Board of Directors of the Bank on a quarterly basis
and the amount may vary from quarter to quarter.
PREFERRED SHARES
The Bank is authorized by its shareholders to issue, in one or more
series, an unlimited number of Class A First Preferred Shares, without
nominal or par value.
The following table summarizes the shares issued and outstanding as
at October 31, 2012, October 31, 2011, and November 1, 2010.
Common and Preferred Shares Issued and Outstanding and Treasury Shares Held
(millions of shares and millions of Canadian dollars) October 31, 2012 October 31, 2011 November 1, 2010
Number Number Number
of shares Amount of shares Amount of shares Amount
Common Shares
Balance as at beginning of year 902.4 $ 17,491 879.7 $ 15,804 879.7 $ 15,804
Proceeds from shares issued on exercise of stock options 3.9 253 4.9 322 – –
Shares issued as a result of dividend reinvestment plan 11.9 947 8.6 661 – –
Proceeds from issuance of new shares – – 9.2 704 – –
Balance as at end of year – common shares1 918.2 $ 18,691 902.4 $ 17,491 879.7 $ 15,804
Preferred Shares – Class A
Series O 17.0 $ 425 17.0 $ 425 17.0 $ 425
Series P 10.0 250 10.0 250 10.0 250
Series Q 8.0 200 8.0 200 8.0 200
Series R 10.0 250 10.0 250 10.0 250
Series S 10.0 250 10.0 250 10.0 250
Series Y 10.0 250 10.0 250 10.0 250
Series AA 10.0 250 10.0 250 10.0 250
Series AC 8.8 220 8.8 220 8.8 220
Series AE 12.0 300 12.0 300 12.0 300
Series AG 15.0 375 15.0 375 15.0 375
Series AI 11.0 275 11.0 275 11.0 275
Series AK 14.0 350 14.0 350 14.0 350
Balance as at end of year – preferred shares1 135.8 $ 3,395 135.8 $ 3,395 135.8 $ 3,395
Treasury shares – common2
Balance as at beginning of year (1.4) $ (116) (1.2) $ (91) (1.2) $ (91)
Purchase of shares (40.3) (3,175) (28.2) (2,164) – –
Sale of shares 39.6 3,125 28.0 2,139 – –
Balance as at end of year – treasury shares – common (2.1) $ (166) (1.4) $ (116) (1.2) $ (91)
Treasury shares – preferred2
Balance as at beginning of year – $ – – $ (1) – $ (1)
Purchase of shares (2.9) (77) (2.2) (59) – –
Sale of shares 2.9 76 2.2 60 – –
Balance as at end of year – treasury shares – preferred – $ (1) – $ – – $ (1)
1
The outstanding common shares and preferred shares qualify as Tier 1 capital
of the Bank.
2
When the Bank purchases its own shares as a part of its trading business, they
are classified as treasury shares and the cost of these shares is recorded as a
reduction in equity.
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 decreasing by $0.25 each 12-month period thereafter
to $25.00 per share if redeemed on or after October 31, 2014.
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.