THE TORONTO-DOMINION BANK CONFORMED VERSION
Final Terms dated 18 January 2023
The Toronto-Dominion Bank
Legal Entity Identifier (LEI): PT3QB789TSUIDF371261
Issue of EUR 2,000,000,000 Floating Rate Senior Notes due January 2025
under the U.S.$20,000,000,000 Programme for the issuance of Notes
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes, or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FMSA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA ("UK MiFIR"); or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended) as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in UK MiFIR; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "UK distributor") should take into consideration the manufacturers' target market assessment; however, a UK distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
THE NOTES ARE SUBJECT TO CONVERSION IN WHOLE OR IN PART - BY MEANS OF A TRANSACTION OR SERIES OF TRANSACTIONS AND IN ONE OR MORE STEPS - INTO COMMON SHARES OF THE BANK OR ANY OF ITS AFFILIATES UNDER SUBSECTION 39.2(2.3) OF THE CANADA DEPOSIT INSURANCE CORPORATION ACT ("CDIC ACT") AND TO VARIATION OR EXTINGUISHMENT IN CONSEQUENCE, AND SUBJECT TO THE APPLICATION OF THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN IN RESPECT OF THE OPERATION OF THE CDIC ACT WITH RESPECT TO THE NOTES.
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Prospectus dated 30 June 2022, as supplemented by the combined supplementary prospectuses dated 26 August 2022 and 5 December 2022 (together, the "Prospectus"), which collectively constitute a base prospectus for the purposes of the UK Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the UK Prospectus Regulation and must be read in conjunction with the Prospectus in order to obtain all relevant information. The Prospectus is available for viewing at https://www.td.com/investor-relations/ir-homepage/debt-information/bail-in-debt/index.jspand copies may be obtained from the registered office of the Issuer at TD Bank Tower, King Street West and Bay Street, Toronto, Ontario, M5K 1A2, Canada and at the offices of the Paying Agents, Citibank, N.A., London Branch, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB and Citibank Europe plc, 1 North Wall Quay, Dublin 1 and can also be viewed on the website of the Regulatory News
Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.htmlunder the name of the Issuer and the headline "Publication of Prospectus".
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1. | Issuer: | The Toronto-Dominion Bank | |
Branch of Account: | Toronto branch | ||
2. | (a) | Series Number: | EMTN2022-6 |
(b) | Tranche Number: | 1 | |
(c) | Date on which the Notes will be | Not Applicable | |
consolidated and form a single | |||
Series: | |||
3. | Specified Currency or Currencies: | Euro ("EUR") |
4. Aggregate Nominal Amount:
(i) | Series: | EUR 2,000,000,000 | |
(ii) | Tranche: | EUR 2,000,000,000 | |
5. | Issue Price: | 100.00 per cent. of the Aggregate Nominal | |
Amount | |||
6. | (i) | Specified Denomination(s): | EUR 100,000 and integral multiples of |
EUR 1,000 in excess thereof | |||
(ii) | Calculation Amount: | EUR 1,000 | |
7. | (i) | Issue Date: | 20 January 2023 |
(ii) | Trade Date: | 12 January 2023 | |
(iii) | Interest Commencement Date: | Issue Date | |
8. | Maturity Date: | Interest Payment Date falling on or | |
nearest to 20 January 2025. | |||
9. | Interest Basis: | 3-month EURIBOR +0.45 per cent. | |
Floating Rate | |||
See paragraph 18 below | |||
10. | Redemption/Payment Basis: | Redemption at par | |
11. | Change of Interest Basis: | Not Applicable | |
12. | Put/Call Options: | Not Applicable | |
13. | (i) | Status of the Notes: | Senior Notes |
(ii) | Date approval for issuance of | Not Applicable | |
Notes obtained: | |||
14. | Bail-inable Notes: | Yes | |
15. | Method of distribution: | Syndicated |
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PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16. | Fixed Rate Note Provisions: | Not Applicable | |||
17. | Fixed Rate Reset Note Provisions: | Not Applicable | |||
18. | Floating Rate Note Provisions: | Applicable | |||
(i) | Interest | Payment | Dates/ | 20 January, 20 April, 20 July and 20 October in | |
Specified Period(s): | each year up to and including the Maturity Date, | ||||
commencing 20 April 2023, subject to adjustment | |||||
in accordance with the Business Day Convention | |||||
set out in 18(ii) below | |||||
(ii) | Business Day Convention: | Modified Following Business Day Convention | |||
(iii) | Business Centre(s): | London, Toronto and TARGET2 System | |||
(iv) | Manner in which the Rate(s) of | Screen Rate Determination | |||
Interest is/are to be determined: |
- Name and address of party Not Applicable responsible for calculating the
Rate(s) of Interest and Interest Amount(s) (if not the Issue Agent):
(vi) | Screen Rate Determination: | Applicable | |
-Reference | Rate/Reference | 3-month EURIBOR | |
Basis: | |||
- Calculation Method: | Not Applicable |
- Compounded Daily SONIA Not Applicable Observation Convention:
- Interest Determination Date(s): Second TARGET2 Business Day prior to the start of each Interest Period
- Relevant Screen Page: | Reuters Screen Page EURIBOR01 |
- SONIA Compounded Index: | Not Applicable |
- Relevant Number: | Not Applicable |
- Principal Financial Centre: | Euro-zone (meaning the region comprising those |
member states of the European Union | |
participating in the European Monetary Union from | |
time to time). |
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- Observation Lookback Period: | Not Applicable | |
- Observation Shift Period: | Not Applicable | |
(vii) | ISDA Determination: | Not Applicable |
(viii) | Linear Interpolation: | Not Applicable |
(ix) | Margin(s): | +0.45 per cent. per annum |
(x) | Minimum Rate of Interest: | Not Applicable |
(xi) | Maximum Rate of Interest: | Not Applicable |
(xii) | Day Count Fraction: | Actual/360 |
19. | Zero Coupon Note Provisions: | Not Applicable | |
PROVISIONS RELATING TO REDEMPTION | |||
20. | Issuer Call Option: | Not Applicable | |
21. | Noteholder Put Option: | Not Applicable | |
22. | TLAC Disqualification Event Call Option: | Not Applicable | |
23. | Final Redemption Amount: | EUR 1,000 per Calculation Amount |
24. Early Redemption Amount:
Early Redemption Amount(s) payable on EUR 1,000 per Calculation Amount redemption for taxation reasons (additional
amounts), upon the occurrence of a Special Event, TLAC Disqualification Event or on Event of Default:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
25. Form of Notes:
Registered Notes: | |||
Global Registered Note registered in the | |||
name of a nominee for a common | |||
depositary for Euroclear and Clearstream, | |||
Luxembourg | |||
26. | (i) | New Global Note: | No |
(ii) | New Safekeeping Structure: | No |
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TD - Toronto-Dominion Bank published this content on 20 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 January 2023 14:20:09 UTC.
