TORONTO, Jan. 7, 2022 /CNW/ - The Toronto-Dominion
Bank (TD) (TSX: TD) announced today that the Toronto Stock Exchange
(TSX) and the Office of the Superintendent of Financial
Institutions Canada (OSFI) have approved TD's previously announced
normal course issuer bid. As previously announced, TD intends
to launch a new normal course issuer bid to repurchase for
cancellation up to 50 million of its common shares. The new normal
course issuer bid will commence on January
11, 2022 and end on January 10,
2023, such earlier date as TD may determine or such earlier
date as TD may complete its purchases pursuant to the notice of
intention filed with the TSX.
The maximum number of shares that may be repurchased for
cancellation under the bid represents approximately 2.7% of the
1,824,672,626 common shares issued and outstanding as at
December 31, 2021. Under the
rules of the TSX, TD is entitled to repurchase, during each trading
day, up to 1,237,592 common shares (excluding purchases made
pursuant to the block purchase exception), being 25% of the average
daily trading volume of 4,950,370 common shares during the six
calendar months prior to the commencement of the bid.
Repurchases will be made through the facilities of the TSX as
well as through other designated exchanges and alternative trading
systems in Canada in accordance
with applicable regulatory requirements. The price paid for
such repurchased shares will be the market price of such shares at
the time of acquisition or such other price as may be permitted by
the TSX. All repurchased shares will be
cancelled.
The number of shares and timing of the repurchases under this
bid will be determined by TD. Prior to commencing purchases under
the bid, TD intends to establish an automatic share purchase plan
under which its broker, TD Securities, will repurchase TD shares
pursuant to the normal course issuer bid within a defined set of
criteria.
As at October 31, 2021, the Bank's
Common Equity Tier 1, Tier 1 and Total Capital ratios were 15.19%,
16.45% and 19.12%, respectively.
Caution Regarding Forward-Looking Statements
From time to time, the Bank (as defined in this document) makes
written and/or oral forward-looking statements, including in this
document, in other filings with Canadian regulators or the
United States (U.S.) Securities and Exchange Commission (SEC),
and in other communications. In addition, representatives of the
Bank may make forward-looking statements orally to analysts,
investors, the media and others. All such statements are made
pursuant to the "safe harbour" provisions of, and are intended to
be forward-looking statements under, applicable Canadian and U.S.
securities legislation, including the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements include,
but are not limited to, statements made in this document, the
Management's Discussion and Analysis ("2021 MD&A") in the
Bank's 2021 Annual Report under the headings "Economic Summary and
Outlook" and "The Bank's Response to COVID-19", under the headings
"Key Priorities for 2022" and "Operating Environment and Outlook"
for the Canadian Retail, U.S. Retail, and Wholesale Banking
segments, and under the heading "Focus for 2022" for the Corporate
segment, and in other statements regarding the Bank's objectives
and priorities for 2022 and beyond and strategies to achieve them,
the regulatory environment in which the Bank operates, the Bank's
anticipated financial performance, and the potential economic,
financial and other impacts of the Coronavirus Disease 2019
(COVID-19). Forward-looking statements are typically identified by
words such as "will", "would", "should", "believe", "expect",
"anticipate", "intend", "estimate", "plan", "goal", "target",
"may", and "could".
By their very nature, these forward-looking statements require
the Bank to make assumptions and are subject to inherent risks and
uncertainties, general and specific. Especially in light of the
uncertainty related to the physical, financial, economic,
political, and regulatory environments, such risks and
uncertainties – many of which are beyond the Bank's control and the
effects of which can be difficult to predict – may cause actual
results to differ materially from the expectations expressed in the
forward-looking statements. Risk factors that could cause,
individually or in the aggregate, such differences include:
strategic, credit, market (including equity, commodity, foreign
exchange, interest rate, and credit spreads), operational
(including technology, cyber security, and infrastructure), model,
insurance, liquidity, capital adequacy, legal, regulatory
compliance and conduct, reputational, environmental and social, and
other risks. Examples of such risk factors include the economic,
financial, and other impacts of pandemics, including the COVID-19
pandemic; general business and economic conditions in the regions
in which the Bank operates; geopolitical risk; the ability of the
Bank to execute on long-term strategies and shorter-term key
strategic priorities, including the successful completion of
acquisitions and dispositions, business retention plans, and
strategic plans; technology and cyber security risk (including
cyber-attacks or data security breaches) on the Bank's information
technology, internet, network access or other voice or data
communications systems or services; model risk; fraud activity; the
failure of third parties to comply with their obligations to the
Bank or its affiliates, including relating to the care and control
of information, and other risks arising from the Bank's use of
third-party service providers; the impact of new and changes to, or
application of, current laws and regulations, including without
limitation tax laws, capital guidelines and liquidity regulatory
guidance and the bank recapitalization "bail-in" regime; regulatory
oversight and compliance risk; increased competition from
incumbents and new entrants (including Fintechs and big technology
competitors); shifts in consumer attitudes and disruptive
technology; exposure related to significant litigation and
regulatory matters; ability of the Bank to attract, develop, and
retain key talent; changes to the Bank's credit ratings; changes in
currency and interest rates (including the possibility of negative
interest rates); increased funding costs and market volatility due
to market illiquidity and competition for funding; Interbank
Offered Rate (IBOR) transition risk; critical accounting estimates
and changes to accounting standards, policies, and methods used by
the Bank; existing and potential international debt crises;
environmental and social risk (including climate change); and the
occurrence of natural and unnatural catastrophic events and claims
resulting from such events. The Bank cautions that the preceding
list is not exhaustive of all possible risk factors and other
factors could also adversely affect the Bank's results. For more
detailed information, please refer to the "Risk Factors and
Management" section of the 2021 MD&A, as may be updated in
subsequently filed quarterly reports to shareholders and news
releases (as applicable) related to any events or transactions
discussed under the heading "Significant Acquisitions" or
"Significant and Subsequent Events and Pending Acquisitions" in the
relevant MD&A, which applicable releases may be found
on www.td.com. All such factors, as well as other
uncertainties and potential events, and the inherent uncertainty of
forward-looking statements, should be considered carefully when
making decisions with respect to the Bank. The Bank cautions
readers not to place undue reliance on the Bank's forward-looking
statements.
Material economic assumptions underlying the forward-looking
statements contained in this document are set out in the 2021
MD&A under the headings "Economic Summary and Outlook" and "The
Bank's Response to COVID-19", under the headings "Key Priorities
for 2022" and "Operating Environment and Outlook" for the Canadian
Retail, U.S. Retail, and Wholesale Banking segments, and under the
heading "Focus for 2022" for the Corporate segment, each as may be
updated in subsequently filed quarterly reports to
shareholders.
Any forward-looking statements contained in this document
represent the views of management only as of the date hereof and
are presented for the purpose of assisting the Bank's shareholders
and analysts in understanding the Bank's financial position,
objectives and priorities and anticipated financial performance as
at and for the periods ended on the dates presented, and may not be
appropriate for other purposes. The Bank does not undertake to
update any forward-looking statements, whether written or oral,
that may be made from time to time by or on its behalf, except as
required under applicable securities legislation.
About TD Bank Group
The Toronto-Dominion Bank and its subsidiaries are collectively
known as TD Bank Group ("TD" or the "Bank"). TD is the fifth
largest bank in North America by assets and serves more
than 26 million customers in three key businesses operating in a
number of locations in financial centres around the globe: Canadian
Retail, including TD Canada Trust, TD Auto Finance Canada, TD
Wealth (Canada), TD Direct
Investing, and TD Insurance; U.S. Retail, including TD Bank,
America's Most Convenient Bank®, TD Auto Finance U.S., TD Wealth
(U.S.), and an investment in The Charles Schwab Corporation; and
Wholesale Banking, including TD Securities. TD also ranks among the
world's leading online financial services firms, with more than 15
million active online and mobile customers. TD had CDN$1.7
trillion in assets on October 31, 2021. The
Toronto-Dominion Bank trades under the symbol "TD" on
the Toronto and New York Stock Exchanges.
SOURCE TD Bank Group