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发表于 2008-11-29 16:58
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下面是BMO的:$ w# ], \5 ~( V0 u0 N
SUMMARY OF THE OFFERING
5 R5 O6 h* j; i' DThis 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’’.
' C2 K& P/ H0 w" S! ZIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.6 N9 t/ {0 r' v# Z, P
Amount: $150,000,000 (6,000,000 shares).
( x e4 _* @1 i) l0 q3 TPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
3 u4 c4 {6 h0 C4 c/ O. ZPrincipal Characteristics of the Preferred Shares Series 18
' R, U" n) r2 G+ {2 e: |* nDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
4 a# h3 v2 J# ~8 v8 S( e, Mnon-cumulative preferential cash dividends, as and when declared by the8 w: D/ m! l3 o
Board of Directors, subject to the provisions of the Bank Act, for the initial
+ W' D6 _) o& u c/ Aperiod commencing on the closing date and ending on and including
1 w9 |- r# @4 }) s& J6 Z; HFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
; c& C" Z$ Z5 i+ [( k; E25th day of February, May, August and November in each year, at a rate
2 i, X1 w' A1 N, B; Bequal to $0.40625 per share. The initial dividend, if declared, will be payable6 D8 Q2 a, E- R R) e) n- E
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing( o) J7 E% x: N; ]4 R7 }
date of December 11, 2008." J% \2 ]. I o- v
For each five-year period after the Initial Fixed Rate Period (each, a
4 v! x- M; c- V5 D‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
6 K' E- P/ a- C" m/ sSeries 18 will be entitled to receive fixed non-cumulative preferential cash4 j; O. G. W- k/ `9 \6 S+ Y8 E" A
dividends, as and when declared by the Board of Directors, subject to the
$ X5 v1 m1 S: t" xprovisions of the Bank Act, payable quarterly on the 25th day of February, x" ?: h; m; b1 w& D. d6 @
May, August and November in each year, in the amount per share per annum
% c% R, f' N( E' r9 O$ O( z& S8 |determined by multiplying the Annual Fixed Dividend Rate applicable to
% L# A" T& B/ i/ g j: t/ ? lsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
2 F( g5 p& b4 zRate for the ensuing Subsequent Fixed Rate Period will be determined by the0 c+ o& i/ ~1 y! Y+ o8 h' v
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
/ S o R& s$ f3 gof such Subsequent Fixed Rate Period and will be equal to the sum of the. [ r1 h' d( _6 Y5 E- G: [
Government of Canada Yield on the applicable Fixed Rate Calculation Date8 C; N, F8 g* F; C" @$ w( D a
plus 3.83%.
0 q/ U; d. k, D4 ZIf the Board of Directors does not declare a dividend, or any part thereof, on
8 S( m( i5 B2 n( h/ t0 I3 fthe Preferred Shares Series 18 on or before the dividend payment date for a
" b) D+ C9 z( gparticular quarter, then the entitlement of the holders of the Preferred4 R" d3 y; e# J0 U
Shares Series 18 to receive such dividend, or to any part thereof, for such, r: m/ H. V5 u ^8 u! ~) E8 g
quarter will be forever extinguished.% a( ^3 }8 }" b( m0 I
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the6 A! ^: `: H9 s4 d; S; ? y
Superintendent and to the provisions described below under ‘‘Details of the
" t5 H2 r% Z# QOffering — Certain Provisions of the Preferred Shares Series 18 as a4 t- \- q4 d4 c& Z4 v% u7 B9 T! C
Series — Restrictions on Dividends and Retirement of Shares’’, on( W Y) Y; ?& X6 t; Y" R
February 25, 2014 and on February 25 every five years thereafter, on not
2 Y7 H! J- E9 O' W7 `1 dmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any, o2 M6 h7 s, n2 W: a9 s1 C4 P/ C
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
$ Q, t' M# `0 } h4 L( K8 g. hwithout the consent of the holder, by the payment of an amount in cash for6 e" ~) | `& T: m6 Y" M" J8 M
each such share so redeemed of $25.00 together with all declared and unpaid, H" w4 h u3 W- t+ |1 q+ x
dividends to the date fixed for redemption.
2 R* \- a: r; W+ T7 Q9 ^8 K5 p4 K$ XConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
7 i& I6 z5 z: d M$ k# oShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have2 `7 _, j1 k8 |" z2 V
the right, at their option, to convert, on February 25, 2014 and on5 ]; R. a$ Q6 r7 H S6 }
S-4+ N3 u8 l- P3 f8 K; i
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
& K% N5 x: r' u' Aor all of their Preferred Shares Series 18 into an equal number of Preferred5 b+ G0 ], s) Z% p9 _2 z) v6 Y
Shares Series 19 upon giving to the Bank notice thereof not earlier than
9 i! G$ f% P0 l$ I/ D5 q30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day1 E6 P) a; v N: i5 H
preceding, a Series 18 Conversion Date.+ m/ Z! [" v7 U4 t s
Automatic Conversion If the Bank determines, after having taken into account all shares tendered( s! G6 f9 C5 ~3 H* L. I! b6 ]# k
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
$ |1 c D8 T. {- BSeries 19, as the case may be, that there would be outstanding on such
5 ~, {( e' n/ u+ `/ KSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,' J( d' M' N& B8 o% G
such remaining number of Preferred Shares Series 18 will automatically be& e& R; u1 x; I- N9 n
converted on such Series 18 Conversion Date into an equal number of) C0 C' R9 M$ J+ Y
Preferred Shares Series 19. Additionally, if the Bank determines that, after2 I& M6 _1 q) B* H0 J; ^, z9 C
conversion, there would be outstanding on such Series 18 Conversion Date
0 t6 D- E& M! v4 j5 W! A2 cless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
' h5 w/ b' Q" [) KSeries 18 will be converted into Preferred Shares Series 19.
% o3 B( q2 L' w9 cVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares9 K1 h+ a6 p5 Y
Series 18 will not be entitled as such to receive notice of, attend, or vote at,4 F0 R; m' s" k1 G$ p
any meeting of the shareholders of the Bank unless and until the first time at
0 ~" E+ U H9 L o; g/ G, ^which the Board of Directors has not declared the whole dividend on the! O" m s, Z# C. f% F8 Y
Preferred Shares Series 18 in any quarter. In that event, subject as1 S; k4 D( M* i0 e9 y
hereinafter provided, the holders of Preferred Shares Series 18 will be; U( _9 {& y8 {) p
entitled to receive notice of, and to attend, meetings of shareholders at which- Y9 U6 Y- l) X. j0 d+ L) z7 z
directors of the Bank are to be elected and will be entitled to one vote for. G; a6 q1 n/ x& B9 c7 p
each Preferred Share Series 18 held. The voting rights of the holders of the
2 L+ C0 N. s( |4 X4 pPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
5 w; z- J- p0 Q! O* U: k) t, t+ U/ Jthe first dividend on the Preferred Shares Series 18 to which the holders are
( Y3 }& D2 y( H: T, y5 {entitled thereunder subsequent to the time such voting rights first arose until
1 o/ c+ `8 {4 V2 k7 H: k- wsuch time as the Bank may again fail to declare the whole dividend on the& |& u, c$ N& p4 J) @9 r) Z0 u
Preferred Shares Series 18 in respect of any quarter, in which event such
9 O% G5 A' P2 O& i7 |- ~voting rights will become effective again and so on from time to time. h3 K0 |0 ~3 G& C; H
Principal Characteristics of the Preferred Shares Series 191 d% w. ^0 ]/ ?
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
1 n9 o: x, L' t$ W* S5 W( a& xfloating rate non-cumulative preferential cash dividends, as and when d! q, v$ {' t
declared by the Board of Directors, subject to the provisions of the Bank Act,
?3 G3 W$ @6 opayable quarterly on the 25th day of February, May, August and November
' a6 v" k$ O# s$ i8 d) R% G" Fin each year, in the amount per share determined by multiplying the3 i! C. w7 k6 U
applicable Quarterly Floating Dividend Rate by $25.00.# ?# X$ _0 f3 [
On the 30th day prior to the commencement of the initial quarterly dividend& F# D& Z2 h( K, W. [) I X
period beginning on February 25, 2014, and on the 30th day prior to the first2 j! y9 T c" Y9 T" [/ D- a+ g/ Z
day of each subsequent quarterly dividend period (the initial quarterly
8 d6 r( Y* `5 H" t6 Q4 _dividend period and each subsequent quarterly dividend period is referred to3 d" m5 t7 }0 G9 f* W, T" N: D
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the9 f% M; j$ n/ ^$ {
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate9 P" ^1 ~" ^5 y* ^: l6 d8 N- ~
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
8 l; f) Y5 Q$ l8 V! D0 ]* kT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days/ t2 W1 v# P G" i2 Q
elapsed in the applicable Quarterly Floating Rate Period divided by 365)% p# @1 C- T6 s7 U2 \0 x+ e
determined on the 30th day prior to the first day of the applicable Quarterly
4 s8 `% t. b) f5 r, WFloating Rate Period.- U2 h( e2 B: W* l5 ^: N
S-5) B r+ P; F ]" ?! {9 }8 B
If the Board of Directors does not declare a dividend, or any part thereof, on
) l; i( n, [+ [' }# l) Bthe Preferred Shares Series 19 on or before the dividend payment date for a
* f- E+ p) j+ [6 R2 `0 \ Eparticular quarter, then the entitlement of the holders of the Preferred) s2 D$ f9 E0 `2 F- m
Shares Series 19 to receive such dividend, or to any part thereof, for such0 N( L9 J1 W* M- `9 O3 k3 b
quarter will be forever extinguished.
Q4 @) T3 j; PRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
5 M/ k: f( d# f$ M; ~% SSuperintendent and to the provisions described below under the heading
4 f6 M3 `% \% M4 M) Q( H‘‘Details of the Offering — Certain Provisions of the Preferred Shares E6 \- n, U0 j! I2 U0 U/ y
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
6 N6 W! x7 C$ r1 o) Lon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
( ^5 F+ p+ R m& N- tor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
2 ~7 W% R/ ^ ^/ X7 y2 goption without the consent of the holder, by the payment of an amount in! q/ E, }; n/ \, I
cash for each such share so redeemed of (i) $25.00 together with all declared
5 `! A5 E+ q6 }* ]7 e8 Vand unpaid dividends to the date fixed for redemption in the case of+ K! W* o: J! k" z
redemptions on February 25, 2019 and on February 25 every five years" v( l5 @" k% q
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to* ]" d6 [4 t/ W" T1 W# H
the date fixed for redemption in the case of redemptions on any other date$ o; B, o" Q0 ~. m t1 X& R2 I6 J
on or after February 25, 2014.
5 M( S- E# A2 w% i7 x/ n$ U1 H( wConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic! F9 }4 z' d5 y. D
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have+ q4 u+ d' T+ R, S2 `
the right, at their option, to convert, on February 25, 2019 and on
, e8 o! c+ a3 SFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
6 M3 Y3 `3 h% T$ O4 Bor all of their Preferred Shares Series 19 into an equal number of Preferred
9 T; I1 k. t4 bShares Series 18 upon giving to the Bank written notice thereof not earlier
$ E( i" v2 w, ~4 m+ e [than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
5 k$ G; E/ e, e% w; b15th day preceding, a Series 19 Conversion Date.; z L! e0 f' C1 Q
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
2 {1 s ? F i* ?/ m. _Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
: i4 G2 _) H2 G7 `) uSeries 18, as the case may be, that there would be outstanding on such8 F8 U5 F+ Y" B
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
9 Z; Z' R* {. W j+ n0 ?9 P0 t Lsuch remaining number of Preferred Shares Series 19 will automatically be
9 _% F. I) S5 A2 ?6 a, pconverted on such Series 19 Conversion Date into an equal number of
3 v# |( s4 \9 @/ S0 b% @Preferred Shares Series 18. Additionally, if the Bank determines that, after
: }* R+ ~ Z$ j* econversion, there would be outstanding on such Series 19 Conversion Date
1 ~& A) y$ C. T* G" lless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
6 a& ~3 T; z4 F3 h9 i, P% j3 A$ K bSeries 19 will be converted into Preferred Shares Series 18.
' D" P2 G3 j$ C/ [3 bVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 |, @+ ]+ k- Y/ d$ z* |* b: ~; a5 SSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
m( a) X7 e/ m5 Z) {( zany meeting of the shareholders of the Bank unless and until the first time at
+ x$ n- {* V8 x- R) `% e" Swhich the Board of Directors has not declared the whole dividend on the
% }" n" o" ~/ \- q5 v2 \Preferred Shares Series 19 in any quarter. In that event, subject as
6 L, o( Z) y! Z7 _( dhereinafter provided, the holders of Preferred Shares Series 19 will be
! D' ? |8 v) M; X' e$ H$ ^entitled to receive notice of, and to attend, meetings of shareholders at which' N# c4 q" \# l8 u, `) a/ ]
directors of the Bank are to be elected and will be entitled to one vote for
7 [) r# u) n2 U( v+ J1 T$ L* F: heach Preferred Share Series 19 held. The voting rights of the holders of the
5 { n+ y/ u& R' m/ ^4 V+ zPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
: @ C& @; J" W' o% u) [/ |: O( `' `the first dividend on the Preferred Shares Series 19 to which the holders are
5 k% L' l0 L) u, Wentitled thereunder subsequent to the time such voting rights first arose until
/ O6 M' I9 J% b7 osuch time as the Bank may again fail to declare the whole dividend on the
" w l1 b3 \: _9 r3 V" lPreferred Shares Series 19 in respect of any quarter, in which event such \' t( W" l" U5 F
voting rights will become effective again and so on from time to time.5 B4 S! x/ ]6 Z c! [2 _0 u8 c7 @
S-6
( _/ z( H4 O$ ^Priority: The preferred shares of each series of the Bank will rank on a parity with2 ?$ r' h( O5 o7 q8 E3 ?- _
every other series and are entitled to preference over the common shares of
: ~% z! e4 |4 n {) Wthe Bank and over any other shares of the Bank ranking junior to the
* b; x, u/ J+ P( tpreferred shares with respect to the payment of dividends and upon any5 O1 ~* _6 V# L& a( A2 w
distribution of assets in the event of the liquidation, dissolution or6 N1 }" J$ g4 J9 A$ E/ u6 y
winding-up of the Bank.* U5 }0 }; w6 t# r% J5 f, E
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under7 F) q, n/ k6 J; J! A
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares3 X- F4 X* g: _: }1 t
Series 18 and Preferred Shares Series 19 will not be required to pay tax on) k& G5 o7 b' `$ p1 B" w
dividends received on such shares under Part IV.1 of such Act. |
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