EXECUTION VERSION
Final Terms dated 20 September 2022
The Toronto-Dominion Bank
Legal Entity Identifier (LEI): PT3QB789TSUIDF371261
Issue of GBP 600,000,000 Floating Rate Notes due September 2023 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
- 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 Service 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; 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.
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of the 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 Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the the EUWA ("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 manufacturer's 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 manufacturer's target market assessment) and determining appropriate distribution channels.
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 and the supplemental Prospectus dated 26 August 2022 which together 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 such Prospectus as so supplemented in order to obtain all relevant information. The Prospectus and the supplemental Prospectus are 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 athttp://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: | EMTN2022-3 |
(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: | Pounds Sterling ("GBP") |
4. Aggregate Nominal Amount:
(i) | Series: | GBP 600,000,000 | |
(ii) | Tranche: | GBP 600,000,000 | |
5. | Issue Price: | 100.00 per cent. of the Aggregate | |
Nominal Amount | |||
6. | (i) | Specified Denomination(s): | GBP 100,000 and integral multiples of |
GBP 1,000 in excess thereof | |||
(i) | Calculation Amount: | GBP 1,000 | |
7. | (i) | Issue Date: | 22 September 2022 |
(ii) | Trade Date: | 15 September 2022 | |
(iii) | Interest Commencement Date: | Issue Date | |
8. | Maturity Date: | Interest Payment Date falling in, or | |
nearest to, September 2023 | |||
9. | Interest Basis: | SONIA +0.35 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 Board approval for issuance | Not Applicable | |
of Notes obtained: |
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14. | Bail-inable Notes: | No | ||||
15. | Method of distribution: | Non-syndicated | ||||
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: | 22 March, 22 June, 22 September and 22 | ||||
December in each year up to and including the | ||||||
Maturity Date, commencing 22 December 2022, | ||||||
subject to adjustment in accordance with the | ||||||
Business Day Convention set out in (ii) below | ||||||
(ii) | Business Day Convention: | Modified Following Business Day Convention | ||||
(iii) | Business Centre(s): | London and Toronto | ||||
(iv) | Manner in which the Rate(s) of | Screen Rate Determination | ||||
Interest | is/are | to | be | |||
determined: | ||||||
(v) | 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 | SONIA | ||||
Basis: | ||||||
- Calculation Method: | Compounded Daily Rate | |||||
- Compounded Daily SONIA | Observation Lookback Convention | |||||
Observation Convention: | ||||||
- Interest | Determination | The fifth London Business Day prior to the end | ||||
Date(s): | of each Interest Period | |||||
- Relevant Screen Page: | Reuters Screen SONIA Page | |||||
- SONIA Compounded Index: | Not Applicable |
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- Relevant Number: | Not Applicable | |||
- Principal Financial Centre: | Not Applicable | |||
- | Observation | Lookback | Five London Business Days | |
Period: | ||||
- Observation Shift Period: | Not Applicable | |||
(vii) | ISDA Determination: | Not Applicable | ||
(viii) | Linear Interpolation: | Not Applicable | ||
(ix) | Margin(s): | +0.35 per cent. per annum | ||
(x) | Minimum Rate of Interest: | Not Applicable | ||
(xi) | Maximum Rate of Interest: | Not Applicable | ||
(xii) | Day Count Fraction: | Actual/365 (Fixed) |
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 | GBP 1,000 per Calculation Amount |
24. Early Redemption Amount
Early Redemption Amount(s) payable on GBP 1,000 per Calculation Amount redemption for taxation reasons (additional
amounts) or on Event of Default:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
25. Form of Notes:
Registered Notes:
Global Registered Notes registered in the name of a nominee for a common
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TD - Toronto-Dominion Bank published this content on 22 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 September 2022 13:09:07 UTC.