PrefBlog

National Bank of Canada has announced:

that it has entered into an agreement with a group of underwriters led by National Bank Financial Inc. for an issue on a bought deal basis of 7 million non-cumulative 5-year rate reset first preferred shares series 28 (the “Series 28 Preferred Shares”), at a price of $25.00 per share, to raise gross proceeds of $175 million.

National Bank has also granted the underwriters an option to purchase, on the same terms, up to an additional 1 million Series 28 Preferred Shares. This option is exercisable in whole or in part by the underwriters at any time up to one business day prior to closing. The maximum gross proceeds raised under the offering will be $200 million should this option be exercised in full.

The Series 28 Preferred Shares will yield 3.80% annually, payable quarterly, as and when declared by the Board of Directors of National Bank, for the initial period ending November 15, 2017. The first of such dividends, if declared, shall be payable on February 15, 2013. Thereafter, the dividend rate will reset every five years at a level of 243 basis points over the then 5-year Government of Canada bond yield.

Holders of the Series 28 Preferred Shares will have the right to convert their shares into an equal number of non-cumulative floating rate first preferred shares Series 29 (the “Series 29 Preferred Shares”), subject to certain conditions, on November 15, 2017, and on November 15th every five years thereafter. Holders of the Series 29 Preferred Shares will be entitled to receive quarterly floating dividends, as and when declared by the Board of Directors of National Bank, equal to the 90-day Government of Canada Treasury Bill rate plus 243 basis points.

The net proceeds of the offering will be used for general corporate purposes and are expected to qualify as Tier 1 capital for National Bank. The expected closing date is on or about November 7, 2012. National Bank intends to file in Canada a prospectus supplement to its October 5, 2012 base shelf prospectus in respect of this issue.

There is nothing in the base prospectus (SEDAR, “National Bank”, October 5, Final short form prospectus – English) that speaks to the existence of a Non Viability Contingent Capital (NVCC) clause, so we shall just have to wait for the supplement.

This entry was posted on Tuesday, October 30th, 2012 at 3:24 pm and is filed under New Issues. You can follow any responses to this entry through the RSS 2.0 feed. You can leave a response, or trackback from your own site.