Results of Covered Bondholder Meeting
Source: RNS
The Toronto-Dominion Bank
7 July 2021
THE TORONTO-DOMINION BANK
(a Canadian chartered bank)
(the Issuer)
TD COVERED BOND (LEGISLATIVE) GUARANTOR LIMITED PARTNERSHIP
(the Guarantor)
NOTICE OF RESULTS OF MEETING
to the holders of the:
£500,000,000 Floating Rate Series CBL18 Covered Bonds due January 30, 2023
(ISIN: XS1759748491)
(the Series CBL18 Covered Bonds or the Covered Bonds and the holders thereof, the Covered Bondholders)
On June 15, 2021, the Issuer announced an invitation to Eligible Covered Bondholders (as defined below) of the Series CBL18 Covered Bonds described in the table below to consent to certain amendments to the terms of the Series CBL18 Covered Bonds (the Consent Solicitation). A meeting of the Series CBL18 Covered Bondholders (the Meeting) was held earlier today in connection with the Consent Solicitation, and the Issuer now announces the results of the Meeting.
The full terms and conditions of the Consent Solicitation were contained in the consent solicitation memorandum dated June 15, 2021 (the Consent Solicitation Memorandum) prepared by the Issuer. Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum and Notice of Meeting with respect to the Series CBL18 dated June 15, 2021.
Results of the Meeting of the Series CBL18 Covered Bondholders
|
Details of the Covered Bonds |
ISIN |
Outstanding Principal Amount |
Outcome of Meeting |
|
£500,000,000 Floating Rate Series CBL18 Covered Bonds due January 30, 2023 (the Series CBL18 Covered Bonds) |
XS1759748491 |
GBP500,000,000 |
Extraordinary Resolution Passed.
|
The Meeting was held earlier today, and NOTICE IS HEREBY GIVEN to the Series CBL18 Covered Bondholders that, at the Meeting in respect of the Series CBL18 Covered Bonds, the Extraordinary Resolution was duly passed and the Eligibility Condition was satisfied, and accordingly the Amended and Restated Series CBL18 Final Terms, the Supplemental Trust Deed and the Amended and Restated Series CBL18 Covered Bond Swap Confirmation (the Amendment Documents) relating to the Series CBL18 Covered Bonds will be executed on or prior to the Effective Date and the amendments will be effective from July 30, 2021.
Following the Pricing Time, the Issuer will announce:
a) the LIBOR vs SONIA Interpolated Basis;
b) the Forward Start Adjustment; and
c) the Adjusted Margin.
Summary of Modifications to the Conditions
Pursuant to the terms of the Extraordinary Resolution, the Series CBL18 Covered Bonds will be modified so that, instead of the Interest Basis being GBP LIBOR, the Interest Basis will now become Compounded Daily SONIA:
a) The Rate of Interest for the Series CBL18 Covered Bonds from and including 30 July 2021 will continue to be a floating rate, but will be equal to the sum of Compounded Daily SONIA plus the Adjusted Margin (as defined below), as specified in the Amended and Restated Series CBL18 Final Terms.
b) The adjusted Margin (the Adjusted Margin) in respect of the Series CBL18 Covered Bonds will be the sum of 0.22 per cent. (being the Margin) and the LIBOR vs SONIA Interpolated Basis plus the Forward Start Adjustment.
Further information relating to the Consent Solicitation can be obtained directly from:
NatWest Markets Plc
250 Bishopsgate
London, EC2M 4AA
United Kingdom
Tel: +44 (0) 20 7678 5222
Email: liabilitymanagement@natwestmarkets.com
Attention: Liability Management
The Toronto-Dominion Bank,
London Branch
60 Threadneedle Street
London
EC2R 8AP
United Kingdom
Tel: +44 (0) 20 7628 2262
Email: tmg@tdsecurities.com
Attention: Liability Management
Lucid Issuer Services Limited
Tankerton Works, 12 Argyle Street
London WC1H 8HA
United Kingdom
Tel:+44 20 7704 0880
Email: td@lucid-is.com
Attention: David Shilson
DISCLAIMER This announcement must be read in conjunction with the Consent Solicitation Memorandum. The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement and/or the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions. This announcement is made by the Issuer. None of the Tabulation Agent, the Issuing and Paying Agent, the Solicitation Agents or the Bond Trustee assumes any responsibility for the contents of this announcement or the Consent Solicitation Memorandum.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 (MAR) AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
This announcement is made by Carla Fleming, Associate Vice President, Funding, Treasury and Balance Sheet Management, on behalf of the Issuer.
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