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发表于 2008-11-29 16:58
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下面是BMO的:
3 f; n) P; G/ z+ k! O2 c' y( k+ ySUMMARY OF THE OFFERING0 u U. S- y5 C0 r |4 J
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’’.
% d+ q+ r. _, @$ A6 aIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.4 }* l6 Q" r+ S
Amount: $150,000,000 (6,000,000 shares).) o8 \- _% M/ z
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
. s- m$ F2 e. C3 N' LPrincipal Characteristics of the Preferred Shares Series 184 I6 g- K4 ^6 N& Q% ~; V
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed# k0 L$ B! w0 d6 n( u7 ~
non-cumulative preferential cash dividends, as and when declared by the3 W/ S9 ^& |% Y) I2 |
Board of Directors, subject to the provisions of the Bank Act, for the initial
- |7 f7 I7 i# E; D# M/ P2 {period commencing on the closing date and ending on and including
9 k& d; g. i/ GFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
3 l( U$ J) ^, z25th day of February, May, August and November in each year, at a rate
; W1 W/ {9 @3 u5 L/ r+ M7 P- ]equal to $0.40625 per share. The initial dividend, if declared, will be payable; ~$ |7 c* J s0 O5 U, J
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing% p2 t& [4 ~# P
date of December 11, 2008.3 g# Y* A8 H' D z/ o6 R \: o
For each five-year period after the Initial Fixed Rate Period (each, a' Y( O& C. Q/ Y- D, Y
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares j: v1 F7 l; M8 y9 P7 c; R- \
Series 18 will be entitled to receive fixed non-cumulative preferential cash
+ P6 [1 U( N# kdividends, as and when declared by the Board of Directors, subject to the
4 C, ?# b" \- C' G% jprovisions of the Bank Act, payable quarterly on the 25th day of February,
% [& l& }6 l; RMay, August and November in each year, in the amount per share per annum6 \- z" Z S9 _5 n6 N$ i4 K$ }
determined by multiplying the Annual Fixed Dividend Rate applicable to; i1 H. t( r: O5 C7 h
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
2 g2 ~( w: j! t' jRate for the ensuing Subsequent Fixed Rate Period will be determined by the6 L+ y; v" m5 \9 L7 a4 J
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
, ~: h! Z) e9 L% m2 M9 Rof such Subsequent Fixed Rate Period and will be equal to the sum of the
! {( _ { K; u, VGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
1 L) N) e4 y# W( _plus 3.83%.
/ f4 H9 ]2 K8 Y" KIf the Board of Directors does not declare a dividend, or any part thereof, on
1 q0 |& a- Y8 vthe Preferred Shares Series 18 on or before the dividend payment date for a1 w4 Z( O& ]8 l' k7 B' x
particular quarter, then the entitlement of the holders of the Preferred5 B$ o# A: x% J$ }" v
Shares Series 18 to receive such dividend, or to any part thereof, for such
6 v( T9 G8 I* b8 vquarter will be forever extinguished.
( s9 N3 b: O K3 RRedemption: Subject to the provisions of the Bank Act and to the prior consent of the, ?$ F0 J% n8 h; a
Superintendent and to the provisions described below under ‘‘Details of the
L; l( o( Q' e! K, |, x9 mOffering — Certain Provisions of the Preferred Shares Series 18 as a
7 ]2 B$ _, x9 T& {9 o$ kSeries — Restrictions on Dividends and Retirement of Shares’’, on$ s% Z8 R5 x: @8 E2 `( p
February 25, 2014 and on February 25 every five years thereafter, on not) C& x# s1 _; y* ^+ b% A3 d
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
5 s6 E' y7 r. l$ @+ Ppart of the then outstanding Preferred Shares Series 18, at the Bank’s option! {* d5 a) J* ~, N: j/ P
without the consent of the holder, by the payment of an amount in cash for
1 \% o6 k% E' x9 O4 Keach such share so redeemed of $25.00 together with all declared and unpaid
! v2 M3 ?# _+ Cdividends to the date fixed for redemption.
, m' C& j- T' w# M4 \5 O% l1 tConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic, T9 Q3 F2 x4 [$ w% D# P# Y
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
3 n! u5 t9 Q& A2 N! M0 V5 [9 Ythe right, at their option, to convert, on February 25, 2014 and on
8 Q7 r: J U* |: B& SS-4
- l( c- m: T. o1 ?; O5 ^9 d* ZFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
# l, l" G/ |2 C; B9 tor all of their Preferred Shares Series 18 into an equal number of Preferred7 y6 a+ N3 r* N/ C4 u% M3 D
Shares Series 19 upon giving to the Bank notice thereof not earlier than
8 H1 e5 s+ e( x3 d& {3 X30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
5 G7 b$ ?4 B/ ]- j# y8 @( x9 Dpreceding, a Series 18 Conversion Date.$ n% R3 w1 b, G$ k9 j
Automatic Conversion If the Bank determines, after having taken into account all shares tendered5 b) `) _ o2 k, r
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
6 q! D4 d3 O' |: e# U; HSeries 19, as the case may be, that there would be outstanding on such
" S1 f/ Q2 O! {# }Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
0 q8 r# ~3 F y0 z2 J& L) gsuch remaining number of Preferred Shares Series 18 will automatically be1 M" L5 z, E- N/ T) a, q" J
converted on such Series 18 Conversion Date into an equal number of! g- }0 M: K Z: B) [
Preferred Shares Series 19. Additionally, if the Bank determines that, after
) W0 z& b. N6 J \: e8 b+ W: Gconversion, there would be outstanding on such Series 18 Conversion Date ^" c3 F; k1 X8 c5 Z' O
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares4 G- L& [4 V% u* ]5 _
Series 18 will be converted into Preferred Shares Series 19.
6 v( ]3 h) o! p1 A7 }% \Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
3 u1 w9 W. h3 j, u* T2 rSeries 18 will not be entitled as such to receive notice of, attend, or vote at,( f1 K$ d1 g# I2 y2 B3 j
any meeting of the shareholders of the Bank unless and until the first time at
! [5 M, F0 q' c+ Jwhich the Board of Directors has not declared the whole dividend on the! [ h" @7 z5 F9 Q1 j+ K
Preferred Shares Series 18 in any quarter. In that event, subject as; q; w/ M2 P `5 X3 g. ~
hereinafter provided, the holders of Preferred Shares Series 18 will be/ R" o$ b* S/ y3 y" ~. V% b% r, E
entitled to receive notice of, and to attend, meetings of shareholders at which
! k" R/ E9 _: p1 | ~7 Ydirectors of the Bank are to be elected and will be entitled to one vote for- ?8 ~0 U) H& m
each Preferred Share Series 18 held. The voting rights of the holders of the
' _/ |4 ]& r% F. d5 ?$ ZPreferred Shares Series 18 will forthwith cease upon payment by the Bank of }: m/ l& U5 o8 _( G" S( R
the first dividend on the Preferred Shares Series 18 to which the holders are e% V, D. o8 @# \2 t
entitled thereunder subsequent to the time such voting rights first arose until
! x' z3 ^: L; O+ f3 r# ]0 jsuch time as the Bank may again fail to declare the whole dividend on the
3 \8 e7 R7 x; `4 C' V8 qPreferred Shares Series 18 in respect of any quarter, in which event such
( O9 h& [1 n$ qvoting rights will become effective again and so on from time to time.
+ r/ v+ }5 J. F5 O$ u% X" V& w0 CPrincipal Characteristics of the Preferred Shares Series 19% V2 p$ `/ b3 I$ Z0 ^: x+ V
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive- Q, _' t: c8 x- z) }2 Y) x! l. a
floating rate non-cumulative preferential cash dividends, as and when
8 @5 R2 a+ G' [! a$ j, [4 _declared by the Board of Directors, subject to the provisions of the Bank Act,
0 t- {7 z" }# @& Kpayable quarterly on the 25th day of February, May, August and November
6 R9 w9 h4 x" C, {6 G9 b' n$ ain each year, in the amount per share determined by multiplying the' z: S% |$ Y/ F
applicable Quarterly Floating Dividend Rate by $25.00.
5 e" P0 h* Y K7 V: I% LOn the 30th day prior to the commencement of the initial quarterly dividend7 F; e$ p7 T Q( F B: d
period beginning on February 25, 2014, and on the 30th day prior to the first
% v- u( s; x0 _( H' xday of each subsequent quarterly dividend period (the initial quarterly- U c6 _# W2 n, X6 h1 X
dividend period and each subsequent quarterly dividend period is referred to
9 p% j8 b/ r- d2 S h/ b) Nas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
; x2 Q/ A' F+ vQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate/ @( D) F; b! n, @; A
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
% r2 |0 L0 J O5 v5 H' ZT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days- Z* p) U/ g6 c3 m X
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
4 _* A! |) U; [' g4 X' h8 t. @determined on the 30th day prior to the first day of the applicable Quarterly
- L W4 t$ ^& @) ]Floating Rate Period.; c! {* A0 |* j8 G Y0 @6 T+ v: Y
S-5
6 Y0 s/ l$ |8 z- Y1 P% i t0 X/ ZIf the Board of Directors does not declare a dividend, or any part thereof, on6 n# d5 @# t; S- r0 ?4 M, L
the Preferred Shares Series 19 on or before the dividend payment date for a
0 C6 p5 R9 A) p- } k* qparticular quarter, then the entitlement of the holders of the Preferred3 M, _! D1 [8 e& r- A& f1 }8 G
Shares Series 19 to receive such dividend, or to any part thereof, for such% J2 x5 h' ?+ U7 Y6 B6 g
quarter will be forever extinguished.
, i. C5 r- w8 b+ j$ q C3 ORedemption: Subject to the provisions of the Bank Act and to the prior consent of the2 V& ]/ {# v6 C6 x/ w0 y
Superintendent and to the provisions described below under the heading" N! [7 h; o! g
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
/ C$ s/ x/ i0 x# d2 xSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,- O. v; Z1 D% K2 a
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
" A7 t9 b' K! \; n0 ?/ zor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
' s+ V9 X( k6 }; doption without the consent of the holder, by the payment of an amount in
9 {% m5 N) Z, \( Rcash for each such share so redeemed of (i) $25.00 together with all declared
! _0 C% s. {$ M; w& U K0 Aand unpaid dividends to the date fixed for redemption in the case of
/ F$ h% R( g+ l6 h' ^redemptions on February 25, 2019 and on February 25 every five years
: U: u$ [( _& y. K; {# h, L( _thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
% i& p* m! N7 d5 [$ Y6 E) _the date fixed for redemption in the case of redemptions on any other date
5 D3 a1 M n7 C# M' w4 G' bon or after February 25, 2014.
& l! B% g6 [3 B# d) mConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
# i; U7 ^' t1 U8 [: q( Y5 I+ P& cShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have6 |+ g& x% `3 |+ u4 i6 U. p8 X3 Y
the right, at their option, to convert, on February 25, 2019 and on- f( X# A9 d1 W$ B" L
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
$ T1 ] K, d+ u. E5 zor all of their Preferred Shares Series 19 into an equal number of Preferred
( n3 G' _- d8 v' k1 c; h8 nShares Series 18 upon giving to the Bank written notice thereof not earlier
7 T9 L* [* B; _; s3 q0 a0 L1 athan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the; l2 |. z7 }+ S+ R* t4 k
15th day preceding, a Series 19 Conversion Date.- ^- V% O) Z8 ]' e& |- H& M
Automatic Conversion If the Bank determines, after having taken into account all shares tendered) q% r$ o! m5 n S, Q
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
. v4 d/ E# f' f, J% D+ F; I0 HSeries 18, as the case may be, that there would be outstanding on such6 h- t' @* u- G' B
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19, f7 E7 m* e5 K j, n& N& _4 C( Q5 t
such remaining number of Preferred Shares Series 19 will automatically be
1 M. \& V, A9 V8 s" o3 n1 Z' vconverted on such Series 19 Conversion Date into an equal number of
' L6 H3 s* s1 F8 }, yPreferred Shares Series 18. Additionally, if the Bank determines that, after
4 _' G1 n9 W; K+ O3 \* i* l/ @( Wconversion, there would be outstanding on such Series 19 Conversion Date
% z+ c- K+ R% i% T* O: Zless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares9 |2 b( f" r: H' b9 v; |
Series 19 will be converted into Preferred Shares Series 18.
7 B/ }; A" b2 R# }% TVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares9 X" P$ A) }5 V6 k
Series 19 will not be entitled as such to receive notice of, attend, or vote at,6 L& `# n- L/ F, X& q
any meeting of the shareholders of the Bank unless and until the first time at
* D! n$ \) Y s4 n, xwhich the Board of Directors has not declared the whole dividend on the9 t' r2 K E, V3 f, v! M# {
Preferred Shares Series 19 in any quarter. In that event, subject as; ~$ x. s$ h! Z+ G' o- ~; {
hereinafter provided, the holders of Preferred Shares Series 19 will be1 }/ d% f: N i/ M: q
entitled to receive notice of, and to attend, meetings of shareholders at which1 I9 @1 d/ V4 h. d
directors of the Bank are to be elected and will be entitled to one vote for
. U; f$ e- k2 u `. w$ m# Oeach Preferred Share Series 19 held. The voting rights of the holders of the; o7 B* B5 E8 q8 R+ M
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of2 e1 c- \' H: {& @
the first dividend on the Preferred Shares Series 19 to which the holders are
: R5 `) ^5 p9 n! N' w0 e, ^entitled thereunder subsequent to the time such voting rights first arose until/ k- s; A9 O3 _3 g
such time as the Bank may again fail to declare the whole dividend on the0 V V$ D' z6 M6 b$ a+ y
Preferred Shares Series 19 in respect of any quarter, in which event such
: {% z! p% Z6 ]2 jvoting rights will become effective again and so on from time to time.
5 _' U% u3 b/ I1 B$ fS-6+ k" p6 O* `6 a& W' w4 P# j% A
Priority: The preferred shares of each series of the Bank will rank on a parity with
8 g6 Q- q3 G; E# Jevery other series and are entitled to preference over the common shares of7 f% H1 \% ^. f
the Bank and over any other shares of the Bank ranking junior to the
; v) e* |- o$ Epreferred shares with respect to the payment of dividends and upon any
* @. K) z& C8 Y% W$ l" Ydistribution of assets in the event of the liquidation, dissolution or
! s/ o" q/ U; G2 Q2 q2 Z6 l" uwinding-up of the Bank.
, D7 I: W& L2 y; vTax on Preferred Share The Bank will elect, in the manner and within the time provided under
( W4 o5 h3 P8 Y. T! O; }; d3 IDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares5 H9 R0 u$ I- O- f+ X o
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
" D1 x9 N' I" D3 _3 Ldividends received on such shares under Part IV.1 of such Act. |
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