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发表于 2008-11-29 16:58
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下面是BMO的:4 R. ?, P1 f1 [* r3 N3 G
SUMMARY OF THE OFFERING6 ]; p1 F! R V0 R/ r' L
This summary is qualified by the detailed information appearing elsewhere in this short form prospectus. For adefinition of certain terms used in this summary, refer to ‘‘Details of the Offering’’.
4 J0 ]* q+ y7 m( E P3 {2 W6 KIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
6 U0 n1 m7 S$ Y$ x: r! o5 G! | ?# AAmount: $150,000,000 (6,000,000 shares).
0 W4 x& i* R, a1 a8 \) o% s" Z7 nPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
! ?4 I* b G+ e- p) }$ VPrincipal Characteristics of the Preferred Shares Series 18
- I& }2 P, I: |' i$ ODividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed5 I8 v. Y k. D& p2 g
non-cumulative preferential cash dividends, as and when declared by the
% E3 ?$ {: X' ?. U; |5 J MBoard of Directors, subject to the provisions of the Bank Act, for the initial" N8 u( x4 t! K# [6 a5 ?) J
period commencing on the closing date and ending on and including
; y1 V/ A6 n% _February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
+ l% K! ^4 J! ?8 |25th day of February, May, August and November in each year, at a rate
9 A X' F, E% _6 Dequal to $0.40625 per share. The initial dividend, if declared, will be payable
' v, E: ?- Z5 O! rMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing2 c3 O: f2 t( y! W: h
date of December 11, 2008.
; @$ W( i! |3 f$ K. O) k& r yFor each five-year period after the Initial Fixed Rate Period (each, a/ K3 m! {; ~ I# B" Y# G" J
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
: L5 b/ T! `+ S6 y, I: n% F. T' bSeries 18 will be entitled to receive fixed non-cumulative preferential cash% Z4 V( t6 J6 D9 _0 B
dividends, as and when declared by the Board of Directors, subject to the
+ o& W* ~6 Z( P% lprovisions of the Bank Act, payable quarterly on the 25th day of February," Q) j! ?& _/ y% ^; M+ X: }6 r
May, August and November in each year, in the amount per share per annum# j( E# W" [# T1 F7 O
determined by multiplying the Annual Fixed Dividend Rate applicable to# W9 u: r: b" F+ P& Y
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend3 d: G, D. @8 r7 O9 g
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
9 ?3 G4 P' I) A( X$ s4 t, i+ yBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
+ c, J i* _2 c* j1 _7 rof such Subsequent Fixed Rate Period and will be equal to the sum of the5 f9 ]$ s4 w1 K
Government of Canada Yield on the applicable Fixed Rate Calculation Date
: j; z9 [9 [. Q- h3 Gplus 3.83%.
7 [7 `1 s, @, j1 k/ B7 ^4 uIf the Board of Directors does not declare a dividend, or any part thereof, on
* P1 g' P8 v% r/ [the Preferred Shares Series 18 on or before the dividend payment date for a7 y6 k5 i- Y% Z5 w0 F
particular quarter, then the entitlement of the holders of the Preferred
3 c( B& _+ }& q6 ]% vShares Series 18 to receive such dividend, or to any part thereof, for such2 }6 [8 K; y7 u+ n; }5 R
quarter will be forever extinguished.) ?# F! B9 m8 D# s6 X& X4 B
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the/ t: Q3 Z! k* E% L! }' ^8 B
Superintendent and to the provisions described below under ‘‘Details of the" i1 c f) G0 x1 g: Q, V
Offering — Certain Provisions of the Preferred Shares Series 18 as a
6 d$ m' x- z- BSeries — Restrictions on Dividends and Retirement of Shares’’, on! i0 b, d4 @7 A$ o' G
February 25, 2014 and on February 25 every five years thereafter, on not4 b! c" h. K" ~( I% A
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
1 x3 I9 W7 a; {+ Wpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
. R4 j) r$ B+ {7 ^6 @6 Y# N, ?& Mwithout the consent of the holder, by the payment of an amount in cash for
' l5 D; ^2 G9 r9 M9 Qeach such share so redeemed of $25.00 together with all declared and unpaid% |# L4 }" w* E5 \
dividends to the date fixed for redemption.
' R% e" [0 k! g8 ~8 \/ D6 s( ZConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
+ x: M. N( g& Z+ @1 FShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have. i- d+ s, M2 N5 p+ ]% T3 u+ V/ _7 b
the right, at their option, to convert, on February 25, 2014 and on
+ |9 _, w/ D4 A) J1 w% b: xS-4
/ y; y$ X: [8 XFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any( }9 k! x# s/ M
or all of their Preferred Shares Series 18 into an equal number of Preferred- U' `) x) q4 t" i% v& t
Shares Series 19 upon giving to the Bank notice thereof not earlier than( f% r& |2 V h" J0 u* T i
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
% R* Z: l4 q5 Y4 B# S* q$ Bpreceding, a Series 18 Conversion Date.
* @' _% L7 _) ]( P1 }Automatic Conversion If the Bank determines, after having taken into account all shares tendered
$ g. H/ W' P6 b* f* e# _Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares( P- W! t1 j* Z. g2 {
Series 19, as the case may be, that there would be outstanding on such
4 s3 z F) i$ s/ P3 Y" @- VSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,% l2 j2 I5 g/ q2 K
such remaining number of Preferred Shares Series 18 will automatically be
6 {4 \) c1 k w* l4 j3 D* Q2 gconverted on such Series 18 Conversion Date into an equal number of
+ n- ]+ a: R- LPreferred Shares Series 19. Additionally, if the Bank determines that, after4 l5 p3 q. K8 r( v
conversion, there would be outstanding on such Series 18 Conversion Date K7 T0 A0 P. t% b
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares# e* q+ F0 v+ N% Y' H9 ~8 o
Series 18 will be converted into Preferred Shares Series 19.5 b# d; t' E4 n! i) X- @5 t4 P
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
, K* N4 J4 S q% t* lSeries 18 will not be entitled as such to receive notice of, attend, or vote at,' [' r5 ~2 E7 X9 k1 c7 ]
any meeting of the shareholders of the Bank unless and until the first time at
* v6 P8 o, E$ P1 I% _which the Board of Directors has not declared the whole dividend on the
* Q- p+ E: b2 L' l* c* ^8 GPreferred Shares Series 18 in any quarter. In that event, subject as7 Z7 N* U0 c4 ~: p
hereinafter provided, the holders of Preferred Shares Series 18 will be6 H' x1 F- C5 o' k. y( g! O% p6 t
entitled to receive notice of, and to attend, meetings of shareholders at which4 Q; B# Z- P# X- b- q1 a
directors of the Bank are to be elected and will be entitled to one vote for1 n* b- u" s# {; ?
each Preferred Share Series 18 held. The voting rights of the holders of the; O4 m7 R; O0 a: v1 X$ U/ \
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of2 p# m6 d; `) l7 O' m# d
the first dividend on the Preferred Shares Series 18 to which the holders are
9 _" y3 W; C6 _- Hentitled thereunder subsequent to the time such voting rights first arose until, b( r2 o4 y+ ^" q; e
such time as the Bank may again fail to declare the whole dividend on the
. f0 K; z- }0 C' \# q8 KPreferred Shares Series 18 in respect of any quarter, in which event such
" w- X" x& F4 j" Y: ~voting rights will become effective again and so on from time to time.9 r, b( H* p. `* H
Principal Characteristics of the Preferred Shares Series 19
+ |0 A* b$ P2 KDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
* e% L- t2 B3 H/ V! h& J# ~4 Gfloating rate non-cumulative preferential cash dividends, as and when* h; p! t: [# c$ f
declared by the Board of Directors, subject to the provisions of the Bank Act,
* A6 C$ ^% }4 ^: opayable quarterly on the 25th day of February, May, August and November
! f- D$ `2 R0 @2 [7 P2 Ein each year, in the amount per share determined by multiplying the$ D$ u1 z- k3 Y0 ?
applicable Quarterly Floating Dividend Rate by $25.00., w7 p" e, Q: H3 v
On the 30th day prior to the commencement of the initial quarterly dividend
% W M H8 R ?period beginning on February 25, 2014, and on the 30th day prior to the first6 D- g1 Y9 Q- z( ]$ m6 C
day of each subsequent quarterly dividend period (the initial quarterly
# L' c6 U' a, udividend period and each subsequent quarterly dividend period is referred to
# Y8 u8 H) I/ {5 \7 m' i pas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
; W& ~8 J) t; CQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate& G L c, U( O7 W
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the' {7 z8 [% b, ]
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days2 Z8 x8 ~& c9 \3 g6 j# q6 p* w
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
. u( E& v! }; w% E4 w5 bdetermined on the 30th day prior to the first day of the applicable Quarterly6 P& q/ u/ V; L
Floating Rate Period.3 i1 \% a0 O$ Y6 N
S-5 y$ o2 J# {* q0 Q5 F8 X' j
If the Board of Directors does not declare a dividend, or any part thereof, on
* `4 F5 h; t: v3 t) a8 z( [7 hthe Preferred Shares Series 19 on or before the dividend payment date for a5 C- ?' a6 r+ w% t
particular quarter, then the entitlement of the holders of the Preferred7 s& |( m" _8 ~, o
Shares Series 19 to receive such dividend, or to any part thereof, for such
7 [( X a# s& x; X8 z. `2 H; ~ Nquarter will be forever extinguished.% s0 g' Q0 T7 j f" |
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the! b; ~! o# T( E$ u) F
Superintendent and to the provisions described below under the heading
" ~: B1 ^" j$ |2 J$ h3 W‘‘Details of the Offering — Certain Provisions of the Preferred Shares
# z8 c8 ~9 y. OSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,+ c* s# S1 e7 [9 f2 j9 l
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all0 I- Q! n# k4 a3 d& c1 h& k
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s: N( u) R' W+ j' e
option without the consent of the holder, by the payment of an amount in& s. ~: x- D* F. X
cash for each such share so redeemed of (i) $25.00 together with all declared
- o1 |) f* a/ O/ r0 Y( sand unpaid dividends to the date fixed for redemption in the case of
3 [: l* S5 N4 F8 O, V/ _redemptions on February 25, 2019 and on February 25 every five years
$ a3 G7 _, A- B6 J s# c1 a6 L- kthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
}. W7 P* `8 F& G% ?5 Z: n2 uthe date fixed for redemption in the case of redemptions on any other date: M5 N4 [( S" I% b/ T) {
on or after February 25, 2014./ } m' T. j' ^8 O6 L: u" g
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
1 p7 b$ k# @, E9 s& gShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
P* L: U- w6 w, N T2 rthe right, at their option, to convert, on February 25, 2019 and on
* U6 |: ~! K# O; T. J4 K- L) N. A# LFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any: C; Z4 J( L; a ], t4 [* I- e* i
or all of their Preferred Shares Series 19 into an equal number of Preferred
: F: T1 y( I$ zShares Series 18 upon giving to the Bank written notice thereof not earlier
7 j- U5 c; Z0 P$ ?than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
1 @+ s0 N- h @2 Z2 P15th day preceding, a Series 19 Conversion Date.
/ u9 l# Q8 R& n0 g) kAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
" v0 x: {& _1 h: D8 `Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
6 T3 P1 D& ~# ^9 W8 l6 k, XSeries 18, as the case may be, that there would be outstanding on such
8 c: `( B& a! P" fSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,2 C7 F! _: g. Z1 y
such remaining number of Preferred Shares Series 19 will automatically be
0 J5 `- g- C! \$ I( w) U' |converted on such Series 19 Conversion Date into an equal number of) q ?5 @9 ?! }/ A
Preferred Shares Series 18. Additionally, if the Bank determines that, after
. x: t: r7 C. `2 Hconversion, there would be outstanding on such Series 19 Conversion Date9 z5 J! X1 J8 J
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
/ h) y0 W7 v8 P$ m0 d* k" n/ uSeries 19 will be converted into Preferred Shares Series 18.
( e& O- n' c5 ?- g' mVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares3 ~' m; B, ?# ? a
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
! |7 I+ Q5 S3 q* O4 |any meeting of the shareholders of the Bank unless and until the first time at
8 B1 B5 d: d: t0 i0 X7 Dwhich the Board of Directors has not declared the whole dividend on the/ U% t/ b6 _) N/ T! g: b, Q3 S; O9 P
Preferred Shares Series 19 in any quarter. In that event, subject as
9 }2 m8 G! G( @: b% O! K3 nhereinafter provided, the holders of Preferred Shares Series 19 will be
9 O, ^2 H2 ~3 |- J/ F B2 S5 J8 J1 [( Aentitled to receive notice of, and to attend, meetings of shareholders at which
! j( g2 ?8 a. @3 c: P8 gdirectors of the Bank are to be elected and will be entitled to one vote for$ Q/ t1 y6 [4 a5 n: @- Z
each Preferred Share Series 19 held. The voting rights of the holders of the+ \2 u) _7 c* x J2 o1 z+ h% N
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
7 [) N. g2 o+ t4 X, Z* ]7 I% nthe first dividend on the Preferred Shares Series 19 to which the holders are% H [9 u3 ~% j; ~ w3 I
entitled thereunder subsequent to the time such voting rights first arose until" `' w# W! J# {( b* k& b
such time as the Bank may again fail to declare the whole dividend on the7 p H" a s* {
Preferred Shares Series 19 in respect of any quarter, in which event such( t6 Y( M; O7 \9 L2 c- ]
voting rights will become effective again and so on from time to time.
" n- y- k/ O9 d# xS-6# k X& W# Q, c
Priority: The preferred shares of each series of the Bank will rank on a parity with' q' Z+ D4 s7 T% c
every other series and are entitled to preference over the common shares of
# S/ k5 L7 B" j7 Z$ uthe Bank and over any other shares of the Bank ranking junior to the
1 e+ h& D# |3 S3 z' |9 C5 t! [preferred shares with respect to the payment of dividends and upon any
2 w3 o U8 p, T' y7 s( K8 \, ldistribution of assets in the event of the liquidation, dissolution or. E" ]7 u* T! I0 |6 x+ }
winding-up of the Bank., W2 a, l( j5 Z5 | A$ W, _
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under4 O S: z3 A* n- d7 |; {- T
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares5 Y9 t7 |' d: _2 N# N
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
$ D; ?& \1 n2 ~) odividends received on such shares under Part IV.1 of such Act. |
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