TORONTO, Feb. 24,
2025 /CNW/ - The Toronto-Dominion Bank ("TD") (TSX:
TD) (NYSE: TD) announced today that the Toronto Stock Exchange (the
"TSX") and the Office of the Superintendent of Financial
Institutions Canada have approved TD's previously announced normal
course issuer bid (the "Bid") to purchase for cancellation up to
100 million of its common shares. The Bid will commence on
March 3, 2025 and end on February 28, 2026, or such earlier date as TD may
determine.
The maximum number of shares that may be purchased for
cancellation under the Bid represents approximately 5.7% of the
public float of 1,751,598,409 common shares as at February 19, 2025, or 5.7% of the 1,752,312,163
issued and outstanding common shares as at February 19, 2025. Under the TSX rules, TD is
entitled to purchase, during each trading day, up to 2,018,594
common shares (excluding purchases made pursuant to the block
purchase exception), which represents 25% of the average daily
trading volume of 8,074,379 common shares during the six months
ended January 31, 2025.
TD will make purchases under the Bid through the facilities of
the TSX as well as through other designated exchanges and
alternative trading systems in Canada. Additionally, purchases may be made
through the facilities of the New York Stock Exchange or other
designated exchanges and published markets in the U.S. The
purchases will be made in accordance with applicable securities
laws and regulatory requirements. The price paid for such purchased
shares will be the prevailing market price of such common shares at
the time of acquisition or such other price as may be permitted by
the TSX. All purchased common shares will be
cancelled.
The number of shares and timing of the purchases under the Bid
will be determined by TD. Prior to commencing purchases under the
Bid, TD also intends to establish an automatic share purchase plan
under which its broker, TD Securities, will purchase TD's common
shares within a defined set of criteria.
TD's previous normal course issuer bid to purchase up to 90
million of its common shares commenced on August 31, 2023 and terminated on August 30, 2024. TD purchased 71,428,800 of its
common shares under this previous normal course issuer bid through
the facilities of the TSX as well as through other designated
exchanges and alternative trading systems in Canada at an average price of $80.30 per common share.
As at October 31, 2024, the Bank's
Common Equity Tier 1, Tier 1 and Total Capital and Leverage ratios
were 13.11%, 14.78%, 16.76% and 4.19%, 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 ("2024 MD&A") in the Bank's 2024 Annual Report under
the heading "Economic Summary and Outlook", under the headings "Key
Priorities for 2025" and "Operating Environment and Outlook" for
the Canadian Personal and Commercial Banking, U.S. Retail, Wealth
Management and Insurance, and Wholesale Banking segments, and under
the heading "2024 Accomplishments and Focus for 2025" for the
Corporate segment, and in other statements regarding the Bank's
objectives and priorities for 2025 and beyond and strategies to
achieve them, the regulatory environment in which the Bank
operates, and the Bank's anticipated financial performance.
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,
process, systems, data, third-party, fraud,
infrastructure, insider and conduct), model, insurance, liquidity,
capital adequacy, legal and regulatory compliance (including
financial crime), reputational, environmental and social, and other
risks. Examples of such risk factors include general business and
economic conditions in the regions in which the Bank operates
(including the economic, financial, and other impacts of
pandemics); geopolitical risk; inflation, interest rates and
recession uncertainty; regulatory oversight and compliance risk;
risks associated with the Bank's ability to satisfy the terms of
the global resolution of the investigations into the Bank Secrecy
Act (BSA)/anti-money laundering (AML) program; the impact of the
global resolution of investigations into the Bank's U.S. BSA/AML
program on the Bank's businesses, operations, financial condition,
and reputation; the ability of the Bank to execute on long-term
strategies, shorter-term key strategic priorities, including the
successful completion of acquisitions and dispositions and
integration of acquisitions, the ability of the Bank to achieve its
financial or strategic objectives with respect to its investments,
business retention plans, and other strategic plans; technology and
cyber security risk (including cyber-attacks, data security
breaches or technology failures) on the Bank's technologies,
systems and networks, those of the Bank's customers (including
their own devices), and third parties providing services to the
Bank; data risk; model risk; fraud activity; insider
risk; conduct risk; 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-parties; the impact of new and changes
to, or application of, current laws, rules and regulations,
including without limitation consumer protection laws and
regulations, tax laws, capital guidelines and liquidity regulatory
guidance; increased competition from incumbents and new entrants
(including Fintechs and big technology competitors); shifts in
consumer attitudes and disruptive technology; environmental and
social risk (including climate-related risk); exposure related to
litigation and regulatory matters; ability of the Bank to attract,
develop, and retain key talent; changes in foreign exchange rates,
interest rates, credit spreads and equity prices; downgrade,
suspension or withdrawal of ratings assigned by any rating agency,
the value and market price of the Bank's common shares and other
securities may be impacted by market conditions and other factors;
the interconnectivity of Financial Institutions including existing
and potential international debt crises; increased funding costs
and market volatility due to market illiquidity and competition for
funding; critical accounting estimates and changes to accounting
standards, policies, and methods used by the Bank; 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 2024
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 headings "Significant
Events" or "Significant and Subsequent Events" 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 this document, as well as the 2024
MD&A under the headings "Economic Summary and Outlook" and
"Significant Events", under the headings "Key Priorities for 2025"
and "Operating Environment and Outlook" for the Canadian Personal
and Commercial Banking, U.S. Retail, Wealth Management and
Insurance, and Wholesale Banking segments, and under the heading
"2024 Accomplishments and Focus for 2025" 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 sixth
largest bank in North America by
assets and serves over 27.9 million customers in four key
businesses operating in a number of locations in financial centres
around the globe: Canadian Personal and Commercial Banking,
including TD Canada Trust and TD Auto Finance Canada; U.S. Retail,
including TD Bank, America's Most Convenient Bank®, TD Auto Finance
U.S., and TD Wealth (U.S.); Wealth Management and Insurance,
including TD Wealth (Canada), TD
Direct Investing, and TD Insurance; and Wholesale Banking,
including TD Securities and TD Cowen. TD also ranks among the
world's leading online financial services firms, with more than 17
million active online and mobile customers. TD had $2.06 trillion in assets on October 31, 2024. The Toronto-Dominion Bank
trades under the symbol "TD" on the Toronto and New York Stock Exchanges.
SOURCE TD Bank Group
