/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES./
MONTREAL, Aug. 31,
2022 /CNW Telbec/ - National Bank of Canada ("National Bank" or the "Bank") today
announced that it has entered into an agreement with a group of
agents led by National Bank Financial Inc. for the issuance of
$500 million of Limited Recourse
Capital Notes, Series 3 (Non-Viability Contingent Capital (NVCC))
(Subordinated Indebtedness) (the "Notes").
The Notes will bear interest at a rate of 7.500% annually,
payable semi-annually, for the initial period ending on but
excluding November 16, 2027.
Thereafter, the interest rate on the Notes will reset every 5 years
at a rate equal to the prevailing 5-year Government of Canada Yield
plus 4.281%. The Notes will mature on November 16, 2082.
Concurrently with the issuance of the Notes, National Bank will
issue Non-Cumulative 5-Year Fixed Rate Reset First Preferred
Shares, Series 46 (Non-Viability Contingent Capital (NVCC))
(the "Series 46 Preferred Shares") to be held by
Computershare Trust Company of Canada as trustee for NBC LRCN Limited
Recourse Trust (the "Limited Recourse Trust"). In case of
non-payment of interest on or principal of the Notes when due, the
recourse of each Note holder will be limited to that holder's
proportionate share of the Limited Recourse Trust's assets in
respect of the Notes, which will consist of Series 46 Preferred
Shares except in limited circumstances.
National Bank may redeem the Notes during the period from
October 16 to and including
November 16, commencing in 2027 and
every 5 years thereafter, only upon the redemption by National Bank
of the Series 46 Preferred Shares held in the Limited Recourse
Trust, in accordance with the terms of such shares and with the
prior written approval of the Superintendent of Financial
Institutions (Canada), in whole on
not less than 10 nor more than 60 days' prior notice.
The net proceeds from the sale of the Notes will be added to
National Bank's general funds and will be utilized for general
banking purposes. It is expected that closing will take place
on September 8, 2022. National Bank
intends to file in Canada a
prospectus supplement to its August 22,
2022 base shelf prospectus in respect of this issue.
The Notes have not been and will not be registered under the
U.S. Securities Act of 1933, as amended, or under any state
securities laws, and may not be offered, sold, directly or
indirectly, or delivered within the
United States of America and its territories and possessions
or to, or for the account or benefit of, United States persons except in certain
transactions exempt from the registration requirements of such Act.
This press release shall not constitute an offer to sell or a
solicitation to buy securities in the
United States.
Caution Regarding Forward-Looking
Statements
This press release includes certain
forward-looking statements. These statements are inherently subject
to significant risks, uncertainties and changes in circumstances,
many of which are beyond the control of National Bank. Except as
required by law, National Bank does not undertake to update any
forward-looking statements, whether written or oral, that may be
made from time to time, by it or on its behalf. The forward-looking
information contained in this press release is presented for the
purpose of interpreting the information contained herein and may
not be appropriate for other purposes.
About National Bank of Canada
With $387 billion in
assets as at July 31, 2022, National
Bank of Canada, together with its
subsidiaries, forms one of Canada's leading integrated financial groups.
The Bank has more than 28,000 employees in knowledge-intensive
positions and has been recognized numerous times as a top employer
and for its commitment to diversity. Its securities are listed on
the Toronto Stock Exchange (TSX: NA). Follow the Bank's activities
at nbc.ca or via social media such as Facebook, LinkedIn and
Twitter.
SOURCE National Bank of Canada