0VL8 Toronto-dominion Bank

TIDM0VL8

RNS Number : 6500K

Toronto-Dominion Bank London Branch

29 August 2023

29 August 2023

Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.

The Toronto-Dominion Bank

Pre-Stabilisation Period Announcement

The Toronto-Dominion Bank (contact: Mark Byrne, +4420 7628 2262) hereby gives notice, as Stabilisation Coordinator, that the Stabilisation Manager(s) named below may stabilise the offer of the following securities in accordance with the UK FCA Stabilisation Binding Technical Standards.

 
 Securities: 
--------------------------  ---------------------------------------- 
 Issuer:                     The Toronto-Dominion Bank 
                            ---------------------------------------- 
 Guarantor(s) (if any):      TD Covered Bond (Legislative) Guarantor 
                              Limited Partnership 
                            ---------------------------------------- 
 Aggregate nominal amount:   1. EUR Benchmark 
                              2. EUR Benchmark 
                              3. EUR Benchmark 
                            ---------------------------------------- 
 Description:                1. EUR Fixed Rate Covered Bond due 
                              2026 
                              2. EUR Floating Rate Covered Bond due 
                              2026 
                              3. EUR Fixed Rate Covered Bond due 
                              2031 
                            ---------------------------------------- 
 Offer price:                1. TBC 
                              2. TBC 
                              3. TBC 
                            ---------------------------------------- 
 
 
 Stabilisation: 
-------------------------------------  -------------------------------------------- 
 Stabilisation Manager(s):              The Toronto-Dominion Bank (Stabilisation 
                                         Coordinator) 
                                         Banco Santander, S.A. 
                                         Erste Group Bank AG 
                                         Landesbank Baden-Württemberg 
                                         Lloyds Bank Corporate Markets plc 
                                         NATIXIS 
                                       -------------------------------------------- 
 Stabilisation period expected          The date of this announcement 
  to start on: 
                                       -------------------------------------------- 
 Stabilisation period expected          6 October 2023 (30 days after the proposed 
  to end no later than:                  issue date of the securities) 
                                       -------------------------------------------- 
 Existence, maximum size and            The Stabilisation Manager(s) may over-allot 
  conditions of use of over-allotment    the securities to the extent permitted 
  facility:                              in accordance with applicable law 
                                       -------------------------------------------- 
 Stabilisation trading venue            Over the counter (OTC) 
                                       -------------------------------------------- 
 

In connection with the offer of the above securities, the Stabilisation Manager(s) may over-allot the securities or effect transactions with a view to supporting the market price of the securities during the stabilisation period at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur and any stabilisation action, if begun, may cease at any time. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.

This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who have professional experience in matters related to investments or who are high net worth persons within Article 12(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied on by other persons in the United Kingdom.

If and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, any EEA Member State before the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with Regulation (EU) 2017/1129 (the "Prospectus Regulation") (or which has been approved by a competent authority in another Member State and notified to the competent authority that Member State in accordance with the

Prospectus Regulation), this announcement and the offer are only addressed to and directed at persons in that Member State who are qualified investors within the meaning of the Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that Member State.

If and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, the UK before the publication of a prospectus in relation to the securities which has been approved by the competent authority in the UK in accordance with Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), this announcement and the offer are only addressed to and directed at persons in the UK who are qualified investors within the meaning of the UK Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in the UK.

This announcement is not an offer of securities for sale into the United States. The securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States.

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