National Bank of Canada Announces Preferred Share Offering

National Bank of Canada Announces Preferred Share Offering 
MONTREAL, QUEBEC -- (Marketwire) -- 10/30/12 -- National Bank of
Canada (TSX:NA) ("National Bank") today 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. 
The Series 28 Preferred Shares and Series 29 Preferred Shares have
not been and will not be registered under the U.S. Securities Act of
1933, as amended, or under any state securities laws, and may not be
offered, sold, directly or indirectly, or delivered within the United
States of America and its territories and possessions or to, or for
the account or benefit of, United States persons except in certain
transactions exempt from the registration requirements of such Act.
This press release shall not constitute an offer to sell or a
solicitation to buy securities in the United States. 
About National Bank of Canada 
With $180 billion in assets as at July 31, 2012, National Bank of
Canada (www.nbc.ca), together with its subsidiaries, forms one of
Canada's leading integrated financial groups, and was named among the
five strongest banks in the world by Bloomberg Markets. The Bank has
more than 20,000 employees and is widely recognized as a top
employer. Its securities are listed on the Toronto Stock Exchange
(TSX:NA). Follow the Bank's activities via social media and learn
more about its extensive community involvement at clearfacts.ca and
commitment.nationalbank.ca. 
The telephone number provided below is for the exclusive use of
journalists and other media representatives.
Contacts:
Joan Beauchamp
Senior Advisor - Public Affairs
National Bank
514-394-6500
 
 
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