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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 42
Shares on November 15, 2023. As a result, subject to certain
conditions, the holders of the Series 42 Shares will have the right to
convert all or part of their Series 42 Shares on a one-for-one basis
into Non-Cumulative Floating Rate First Preferred Shares, Series 43
(NVCC) (the "Series 43 Shares") on November 15, 2023, in
accordance with the terms of the Series 42 Shares described in the
prospectus supplement dated June 4, 2018.
Holders who do not exercise their right to convert their Series 42 Shares into Series 43 Shares on November 15, 2023, will retain their Series 42 Shares.
The foregoing conversions are subject to the conditions that:
i. if National Bank determines that there would remain outstanding on November 15, 2023, less than 1,000,000 Series 43 Shares, after having taken into account all Series 42 Shares tendered for conversion into Series 43 Shares, then holders of Series 42 Shares will not be entitled to convert their shares into Series 43 Shares, and
ii. alternatively, if National Bank determines that there would remain outstanding on November 15, 2023, less than 1,000,000 Series 42 Shares, after having taken into account all Series 42 Shares tendered for conversion into Series 43 Shares, then all remaining Series 42 Shares will automatically be converted into Series 43 Shares without the consent of the holders on November 15, 2023.
In either case, National Bank shall give a notice to that effect to all registered holders of Series 42 Shares no later than November 8, 2023.
On October 17, 2023, National Bank will give notice of:
i. the annual fixed dividend rate applicable to the Series 42 Shares to which a holder of Series 42 Shares will be entitled for the 5-year period from November 16, 2023, up to and including November 15, 2028; and
ii. the floating quarterly dividend rate applicable to the Series 43 Shares to which a holder of Series 43 Shares will be entitled for the 3-month period from November 16, 2023, up to and including February 15, 2024.
Beneficial owners of Series 42 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 October 16, 2023, until October 31, 2023, at 5:00 p.m. (EDT).