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发表于 2008-11-29 16:58
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下面是BMO的:- I" U; _+ X& U8 w
SUMMARY OF THE OFFERING7 ^" @' f% \9 F2 M
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’’.
R# a6 @# d ?) ^+ J+ L4 iIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.8 m! u/ o1 Y6 s3 ]
Amount: $150,000,000 (6,000,000 shares).8 |8 i& @/ U- T: ~
Price and Yield: $25.00 per share to yield initially 6.50% per annum.5 l% w9 C* [" F: f( v a
Principal Characteristics of the Preferred Shares Series 18
+ j5 l+ D" ~/ n( z3 I6 p! n0 \Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed" e) g- w" `7 `/ K( @; Q
non-cumulative preferential cash dividends, as and when declared by the
" i/ J; @8 a4 M/ D: F# V& f$ ABoard of Directors, subject to the provisions of the Bank Act, for the initial' u0 E9 t) d" n! \9 k% U
period commencing on the closing date and ending on and including
4 n6 D* W- r1 A- p6 TFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the# u- ]& b, a: x3 k
25th day of February, May, August and November in each year, at a rate
/ M/ d l! I/ O0 ~6 ?* Y# Yequal to $0.40625 per share. The initial dividend, if declared, will be payable( Z2 }" i0 F7 I) F. e
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
! a1 \) s$ O4 h g2 t* F+ Wdate of December 11, 2008.
0 U/ Z# q& ~+ H" j% U9 u3 IFor each five-year period after the Initial Fixed Rate Period (each, a
! k. B" j# `6 ]( V‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
8 A L0 E) U2 hSeries 18 will be entitled to receive fixed non-cumulative preferential cash
5 ]$ P5 i$ ~' {% Rdividends, as and when declared by the Board of Directors, subject to the
/ x" Q. |) @6 f, uprovisions of the Bank Act, payable quarterly on the 25th day of February,
0 \3 r6 Y. ?& pMay, August and November in each year, in the amount per share per annum$ d, ^" K* b# b
determined by multiplying the Annual Fixed Dividend Rate applicable to7 V9 i# d+ [0 X4 g* B1 f
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
- b5 M2 `& T- r. ~& i: \Rate for the ensuing Subsequent Fixed Rate Period will be determined by the% |# m' u6 b m: O3 ?1 t4 B
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
) W! K/ ^" u/ p. j5 Oof such Subsequent Fixed Rate Period and will be equal to the sum of the; v1 @ [" D2 g1 M4 F2 E
Government of Canada Yield on the applicable Fixed Rate Calculation Date, {% {( J D6 n; @
plus 3.83%.5 y1 F1 M' x& D2 Q1 N" ?/ a" Y
If the Board of Directors does not declare a dividend, or any part thereof, on
! V: y% k e; `) ^the Preferred Shares Series 18 on or before the dividend payment date for a
2 {0 c/ L9 c. e. G& A. h- uparticular quarter, then the entitlement of the holders of the Preferred
! @. V3 q B+ l& u7 p" L2 x8 t9 vShares Series 18 to receive such dividend, or to any part thereof, for such4 [- A, J$ g% c
quarter will be forever extinguished.+ {6 K( Q" b" Y; `# A7 Y
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the. d9 T' Z4 O' `
Superintendent and to the provisions described below under ‘‘Details of the5 T; T. x: F; S; U1 V2 E& a
Offering — Certain Provisions of the Preferred Shares Series 18 as a! S3 A# ~. f" Q% x# t {1 ~5 J- ?
Series — Restrictions on Dividends and Retirement of Shares’’, on
0 n; W+ v. B3 B* E. Z" y8 m, WFebruary 25, 2014 and on February 25 every five years thereafter, on not/ A& k) c# h) n$ ?, q$ l% Y3 i0 C& M
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
' Q$ `+ y) e8 g5 mpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
9 _+ o' P4 X( w! ~2 Cwithout the consent of the holder, by the payment of an amount in cash for
' o2 r3 s# T3 A* |; r) @3 w {3 w veach such share so redeemed of $25.00 together with all declared and unpaid
" Y# W' M) j8 wdividends to the date fixed for redemption.
( T9 }6 D0 T( O8 _8 AConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic& Z7 Q$ ~, _# [4 q8 ?7 [
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
1 l- Z% z+ ?" C: c9 [% _the right, at their option, to convert, on February 25, 2014 and on( N( ^$ ]/ T% d( c2 \5 s
S-4
# A! |8 v5 B4 _5 J6 UFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
% P+ d% i) ~4 r4 _or all of their Preferred Shares Series 18 into an equal number of Preferred( K& W( z( G0 v4 a& y; q% ?
Shares Series 19 upon giving to the Bank notice thereof not earlier than% g9 q X: @ R( _2 L8 R3 |
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
" r- \3 M" S3 Q* I& fpreceding, a Series 18 Conversion Date.
i1 w9 ^+ h* p9 M9 U7 GAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
2 C- n( j% n, P" H+ T) Y: lProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
- M0 f' }5 _( u% q; ?3 X" vSeries 19, as the case may be, that there would be outstanding on such
& G: {4 Y- H% Q. Y) {9 v- C3 @$ Q% xSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
, Z9 K) ]- \3 M) A3 B4 e1 ]& tsuch remaining number of Preferred Shares Series 18 will automatically be
, Z, c( q1 z$ p. r& ^7 ?0 T9 _converted on such Series 18 Conversion Date into an equal number of
3 {3 Z7 }3 Y3 E. OPreferred Shares Series 19. Additionally, if the Bank determines that, after; u8 V [, }' r) L/ T1 X! c2 a; h* p
conversion, there would be outstanding on such Series 18 Conversion Date$ t& S( m* P, r% w7 l- u; d
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares$ g' F) h6 v7 ^, M
Series 18 will be converted into Preferred Shares Series 19.
# H0 b8 a, V4 Z; m9 V3 JVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# p) i5 w! ]0 }5 BSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
6 Y, C$ b, J8 x1 s" _% t( bany meeting of the shareholders of the Bank unless and until the first time at
* H" N9 G% ` @, @" Vwhich the Board of Directors has not declared the whole dividend on the( t/ ^; Q9 q& e( w. p3 f
Preferred Shares Series 18 in any quarter. In that event, subject as% h k# f) z: q* E% f$ L7 _/ m; j* j
hereinafter provided, the holders of Preferred Shares Series 18 will be
. x* N2 i9 h8 i) k: W& I0 p: N; e' Nentitled to receive notice of, and to attend, meetings of shareholders at which# Z z n7 V- s1 x
directors of the Bank are to be elected and will be entitled to one vote for5 \1 P; d/ v [ G- z5 s1 z1 G6 ^9 l
each Preferred Share Series 18 held. The voting rights of the holders of the" C; n D) C, d5 ?- y) x
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of3 o" p: ?* w) Y3 S
the first dividend on the Preferred Shares Series 18 to which the holders are! r; ~% `' i$ Q( ^4 H
entitled thereunder subsequent to the time such voting rights first arose until
6 |" d* `* ]0 n* A% R, G0 U& Ssuch time as the Bank may again fail to declare the whole dividend on the
( Q8 z- `2 g/ H& @Preferred Shares Series 18 in respect of any quarter, in which event such# Y' |( C% T% d8 L. W; u' s
voting rights will become effective again and so on from time to time." c+ l: s' _& o" {! b5 v7 B
Principal Characteristics of the Preferred Shares Series 190 @, ]( R9 N2 j4 C2 @+ ^0 w( P
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
3 R/ W/ E' i* M+ ]) afloating rate non-cumulative preferential cash dividends, as and when6 O+ @( y3 v6 h7 x# M/ l7 E* ?: C
declared by the Board of Directors, subject to the provisions of the Bank Act,$ O3 F* N. F9 T
payable quarterly on the 25th day of February, May, August and November% m* R; u2 v. i- [+ F! B
in each year, in the amount per share determined by multiplying the
8 C0 u& l+ v1 H0 Eapplicable Quarterly Floating Dividend Rate by $25.00.
- i% @- _6 S& p5 s" VOn the 30th day prior to the commencement of the initial quarterly dividend
. G' k2 }1 X8 D1 i3 t/ ~period beginning on February 25, 2014, and on the 30th day prior to the first
2 y' _6 S/ u6 R- I8 {7 s7 q2 m7 Fday of each subsequent quarterly dividend period (the initial quarterly/ n% `2 Z# C* v. k& E
dividend period and each subsequent quarterly dividend period is referred to
6 G Z( a t5 ^& C/ E4 [; I0 ]; was a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
{% b5 _6 r/ j% z' R' b0 vQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
& e9 @: l/ {: @9 bPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
( W, b# {; Y$ PT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days( e8 g* S) Q6 s2 {' Q1 r
elapsed in the applicable Quarterly Floating Rate Period divided by 365)4 `8 c: i! c" I$ E1 ^
determined on the 30th day prior to the first day of the applicable Quarterly3 J3 J8 S' n* r0 H# u
Floating Rate Period.4 c" R8 d1 n/ W7 t9 ~1 K
S-5
9 Z' G# p3 U& g {( x) ?If the Board of Directors does not declare a dividend, or any part thereof, on2 D0 L4 w: U) M Y3 j2 X# H% W' H
the Preferred Shares Series 19 on or before the dividend payment date for a. u, t* [ |6 L& v3 V; L( w) q
particular quarter, then the entitlement of the holders of the Preferred7 L& _& ^ I/ s3 u8 q
Shares Series 19 to receive such dividend, or to any part thereof, for such! W) C1 a6 H& i- A6 A) M
quarter will be forever extinguished.
( o' S! t8 n" J- e2 i9 B0 CRedemption: Subject to the provisions of the Bank Act and to the prior consent of the! K# r# b* }7 `+ J L- w/ R
Superintendent and to the provisions described below under the heading
6 B$ z; n% d0 }0 M! h‘‘Details of the Offering — Certain Provisions of the Preferred Shares& T0 v. x. a7 P9 Q0 J' s0 k5 b
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
/ W) x9 s; @8 ~0 ~4 D8 Don not more than 60 nor less than 30 days’ notice, the Bank may redeem all* ?" l8 I: Z$ O) |$ ?* X
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s9 _: A7 |/ j; ]9 m- q
option without the consent of the holder, by the payment of an amount in/ u) [9 Z1 }8 J! u0 e* G
cash for each such share so redeemed of (i) $25.00 together with all declared
) L* w/ N" \3 A+ e7 v4 _/ b- J( kand unpaid dividends to the date fixed for redemption in the case of
9 H3 L% t' ^# ]7 q% P0 q- Vredemptions on February 25, 2019 and on February 25 every five years0 S$ b+ D; B( f4 |
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
6 }. \3 k9 r4 `5 a+ G. N9 ~% Fthe date fixed for redemption in the case of redemptions on any other date
/ x0 i! _! s: Don or after February 25, 2014.- t4 }! P; G; h& C5 e; h2 b& C; F
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
M, y* D- j- E, m6 t: g6 R" n! i6 qShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
$ B; Z( A+ v: E Vthe right, at their option, to convert, on February 25, 2019 and on& b0 G7 w% E/ B5 J' g$ p! i
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
. v5 r X3 ?: v, N* zor all of their Preferred Shares Series 19 into an equal number of Preferred
3 b. V' i7 b, b& P! r' g' u Q/ A& qShares Series 18 upon giving to the Bank written notice thereof not earlier
0 k; ~ ?3 i6 Nthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
- B" m- \# y3 u: l! q. J15th day preceding, a Series 19 Conversion Date.8 J* ?5 B9 s( U" \* e, P
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
( O4 m9 c7 b5 G7 @( {) a' [1 h9 UProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
s7 W7 i' ]- `! RSeries 18, as the case may be, that there would be outstanding on such
' y& D+ T' r- ?( ~Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
) D5 S- K. H( |! B4 w7 }3 H9 c9 ^- osuch remaining number of Preferred Shares Series 19 will automatically be# _5 C4 A/ }$ e0 E1 H* w6 e) w
converted on such Series 19 Conversion Date into an equal number of5 _$ H5 ~1 s4 [" a% C+ g& e. ^
Preferred Shares Series 18. Additionally, if the Bank determines that, after! c+ f+ @. O9 l' n8 J& g& w( W
conversion, there would be outstanding on such Series 19 Conversion Date
4 c6 w9 \: B# Nless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares# y% y$ W3 U& b- I# ]5 o3 `
Series 19 will be converted into Preferred Shares Series 18.
7 ?0 n* I) o- T) N: q; cVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
~+ q- C6 `/ [Series 19 will not be entitled as such to receive notice of, attend, or vote at,
( P1 ]8 r0 y& N& c, dany meeting of the shareholders of the Bank unless and until the first time at
0 B% T% Z. n( Y" jwhich the Board of Directors has not declared the whole dividend on the; q. w3 r1 G9 L4 J! W: d6 @
Preferred Shares Series 19 in any quarter. In that event, subject as
! H7 \- x) U' B" d+ R3 ]hereinafter provided, the holders of Preferred Shares Series 19 will be
+ X( g+ L+ e# g3 G% l& t# w# kentitled to receive notice of, and to attend, meetings of shareholders at which* N: r4 B" \7 s( t1 ?% l
directors of the Bank are to be elected and will be entitled to one vote for3 J2 D. u) V+ [) f
each Preferred Share Series 19 held. The voting rights of the holders of the
% h( u5 w5 \0 e8 B4 l# G, r! lPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
7 y; @8 f C6 \% |. ?the first dividend on the Preferred Shares Series 19 to which the holders are. y W) P( ~1 d: _
entitled thereunder subsequent to the time such voting rights first arose until/ r% e* W' r6 G: V9 L( J: ~
such time as the Bank may again fail to declare the whole dividend on the
. o4 O$ }2 B f2 S8 [# f& [0 `0 q0 WPreferred Shares Series 19 in respect of any quarter, in which event such9 T" C8 [% [1 j. ?% Z. R& I) E `
voting rights will become effective again and so on from time to time.. L/ u- p- r; ]
S-62 S' x1 m0 f" w1 e! H
Priority: The preferred shares of each series of the Bank will rank on a parity with. k, |/ h! d& j$ G+ T4 r; `- r# c
every other series and are entitled to preference over the common shares of2 j* i. W. _8 g# _/ T
the Bank and over any other shares of the Bank ranking junior to the, s' W e* @6 e/ Z, n
preferred shares with respect to the payment of dividends and upon any0 Q0 _1 c+ `3 S: v0 V( f8 T/ s8 ~
distribution of assets in the event of the liquidation, dissolution or% Z- K1 a0 e, s @8 v
winding-up of the Bank.
- j1 Y% @; i1 _* J5 Z1 h3 G/ \Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
+ Y L# A0 _: g- l' WDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
. b' J/ \. l) u: h5 X' y- RSeries 18 and Preferred Shares Series 19 will not be required to pay tax on+ y0 q8 o, d' a; r8 e3 J- W; t
dividends received on such shares under Part IV.1 of such Act. |
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