Not for distribution to U.S. news wire services or for dissemination in the United States.
National Bank of Canada ("National Bank")
(TSX: NA) announced today that it does not intend to exercise its
right to redeem all or part of the currently outstanding 12,000,000
Series 40 Shares on
May 15, 2023. As a result, subject to certain conditions, the
holders of the Series 40 Shares have the right to convert all or
part of their Series 40 Shares on a one-for-one basis into
Non-Cumulative Floating Rate First Preferred Shares, Series 41
(NVCC) (the "Series 41 Shares") on May 15, 2023, in
accordance with the terms of the Series 40 Shares described in the
prospectus supplement dated January 15, 2018.
Holders who do not exercise their right to convert their Series 40
Shares into Series 41 Shares on May 15, 2023, will retain their Series
40 Shares.
The foregoing conversions are subject to the conditions that:
(i) if National Bank determines that there would remain outstanding
on May 15, 2023, less than 1,000,000 Series 41 Shares, after having
taken into account all Series 40 Shares tendered for conversion into
Series 41 Shares, then holders of Series 40 Shares will not be
entitled to convert their shares into Series 41 Shares, and (ii)
alternatively, if National Bank determines that there would remain
outstanding on May 15, 2023, less than 1,000,000 Series 40 Shares,
after having taken into account all Series 40 Shares tendered for
conversion into Series 41 Shares, then all remaining Series 40
Shares will automatically be converted into Series 41 Shares without
the consent of the holders on May 15, 2023.
In either case, National Bank shall give a notice to that effect
to all registered holders of Series 40 Shares no later than May 8,
2023.
On April 17, 2023, National Bank will give notice of:
i. the annual fixed dividend rate applicable to the Series 40 Shares to which a holder of Series 40 Shares will be entitled for the 5-year period from May 16, 2023, up to and including May 15, 2028; and
ii. the floating quarterly dividend rate applicable to the
Series 41 Shares to which a holder of Series 41 Shares will be
entitled for the 3-month period from May 16, 2023, up to and including
August 15, 2023.
Beneficial owners of Series 40 shares who wish to exercise their conversion right should communicate with their broker or other nominee to obtain instructions for exercising such right during the conversion period, which will run from April 17, 2023, until May 1, 2023, at 5:00 p.m. (EDT).