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发表于 2008-11-29 16:58
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下面是BMO的:* i% V$ r+ j3 L" s5 v
SUMMARY OF THE OFFERING; o6 P q y0 b
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’’.) X' I/ y' P' n. Z, W
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
$ v" P2 Z+ ~# N5 t# H! NAmount: $150,000,000 (6,000,000 shares).
# v# ]: K! r! _! oPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
% [; L! T+ d6 o& L6 F/ ~2 aPrincipal Characteristics of the Preferred Shares Series 18+ A L1 ]0 `8 S' B3 N, R$ t: R
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed& S, d) ~% \, w0 _0 J( m F% m
non-cumulative preferential cash dividends, as and when declared by the
* {& [+ Q, E8 y8 iBoard of Directors, subject to the provisions of the Bank Act, for the initial
8 B" g3 Z8 |- q b) gperiod commencing on the closing date and ending on and including
& d- t6 J& Y) Y% x6 k* t# XFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the3 E2 E8 `7 ?8 H5 S/ w
25th day of February, May, August and November in each year, at a rate' O5 Q. L) {, b. b
equal to $0.40625 per share. The initial dividend, if declared, will be payable
, \( F- w- K; ]" O) N4 h$ QMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing/ Y0 P' S9 ?3 k, A8 r
date of December 11, 2008.
; L ], E* G9 h- _# P- KFor each five-year period after the Initial Fixed Rate Period (each, a
! l+ v; D5 r7 U9 [1 L) P8 \‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
/ K& r8 o8 `! e4 N! TSeries 18 will be entitled to receive fixed non-cumulative preferential cash; F$ P5 E. K5 A' @, M2 R, j
dividends, as and when declared by the Board of Directors, subject to the
8 A) v2 a% ^6 O+ f$ eprovisions of the Bank Act, payable quarterly on the 25th day of February,/ p3 N% c4 S6 I. v1 H" O
May, August and November in each year, in the amount per share per annum
' V3 `6 N+ t. J5 \determined by multiplying the Annual Fixed Dividend Rate applicable to4 k$ i- L' X' B! K' O8 ]. [7 t) Y
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend+ @' m) U! W! [" n+ E1 i
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
4 K( K0 T4 j" E9 OBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day! T# k; `6 Z2 Y2 @$ Q
of such Subsequent Fixed Rate Period and will be equal to the sum of the
0 s3 F8 d* o; G/ r. C3 D0 gGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
/ c: P3 }! R& o. m) i: Lplus 3.83%.
1 c V& ?4 F# K2 k' w! FIf the Board of Directors does not declare a dividend, or any part thereof, on* @2 b9 j! d2 M# Q: L$ G; a& C- e
the Preferred Shares Series 18 on or before the dividend payment date for a: t i' C9 w; p% b, Q2 x! z
particular quarter, then the entitlement of the holders of the Preferred7 i3 R9 W# ^ ]
Shares Series 18 to receive such dividend, or to any part thereof, for such$ I- u1 T3 m6 H6 C) v: M
quarter will be forever extinguished.
* _% p% z6 R' G5 a @/ uRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
- `) ~2 h+ i3 w4 lSuperintendent and to the provisions described below under ‘‘Details of the
) C' T u8 E9 OOffering — Certain Provisions of the Preferred Shares Series 18 as a8 A' ]2 q r& O# ?+ a+ @& y
Series — Restrictions on Dividends and Retirement of Shares’’, on$ O+ f& h0 D% t8 }7 T1 U
February 25, 2014 and on February 25 every five years thereafter, on not) I. Y8 e5 e$ y J
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
! H; Z7 H4 x8 O% V# C; }part of the then outstanding Preferred Shares Series 18, at the Bank’s option4 d2 S& l Y- L+ ]
without the consent of the holder, by the payment of an amount in cash for* b' l; x" s! w" y4 H0 h
each such share so redeemed of $25.00 together with all declared and unpaid
: h8 e3 ^# ]) zdividends to the date fixed for redemption.
M& m( h* Z* F# qConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
2 ^3 {: {: h% q4 n3 g) fShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
, Q U# z5 i. Sthe right, at their option, to convert, on February 25, 2014 and on: b, s6 W3 E8 R$ [' C* F
S-4
% L' n6 `8 \& Z9 T' m; i" }9 gFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
`, n1 ~" q3 [3 ^- ^7 ior all of their Preferred Shares Series 18 into an equal number of Preferred9 T' x6 E) D* h v5 U
Shares Series 19 upon giving to the Bank notice thereof not earlier than
B5 ~+ Z* J( x0 e6 W30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day& c/ b4 t' N3 `, N' `) m
preceding, a Series 18 Conversion Date.
) r D" j3 u& @- x* `) [* mAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
1 { r# e. l" h4 o |: vProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
& b7 Z& E* ~% z, mSeries 19, as the case may be, that there would be outstanding on such* X, L0 {' e j1 l: x' {& f
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
$ D9 v5 G# a1 k. u3 `+ |such remaining number of Preferred Shares Series 18 will automatically be* f) F* L3 _( M/ x* T
converted on such Series 18 Conversion Date into an equal number of) C. g6 p( p- h [5 J% w
Preferred Shares Series 19. Additionally, if the Bank determines that, after8 K! H' o7 g, T: U9 [4 ~
conversion, there would be outstanding on such Series 18 Conversion Date
% M8 j0 I+ q+ Jless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares( J* t% l: T& T- ^
Series 18 will be converted into Preferred Shares Series 19.
6 @& _0 _7 `7 ~* k4 z9 G3 B6 v/ wVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
' @9 M' s5 K+ N% N5 e; N6 z, SSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
f8 @7 X7 e% w8 W7 Rany meeting of the shareholders of the Bank unless and until the first time at
. L6 i" i+ m1 iwhich the Board of Directors has not declared the whole dividend on the
- ?! N! [( l6 Y: `6 tPreferred Shares Series 18 in any quarter. In that event, subject as) \( r" t$ _& l7 @% \* p
hereinafter provided, the holders of Preferred Shares Series 18 will be
5 j/ p4 {' _9 ^: a5 i: _entitled to receive notice of, and to attend, meetings of shareholders at which
) ]6 D( ]+ h6 v7 Cdirectors of the Bank are to be elected and will be entitled to one vote for
4 E3 a O$ W! m6 e. ~3 B; seach Preferred Share Series 18 held. The voting rights of the holders of the
9 Z% l: \0 N; q; @1 P+ p- zPreferred Shares Series 18 will forthwith cease upon payment by the Bank of- s! [) x, t0 C4 _
the first dividend on the Preferred Shares Series 18 to which the holders are
' ~ H( d* r3 y7 t7 v+ Mentitled thereunder subsequent to the time such voting rights first arose until
: k. ~& M: w, [7 x& v2 @) Nsuch time as the Bank may again fail to declare the whole dividend on the
0 W" B6 \/ U+ O2 [+ `4 f' N4 XPreferred Shares Series 18 in respect of any quarter, in which event such
7 c% O. h2 V, Ivoting rights will become effective again and so on from time to time.
. L6 \- r6 ]( }+ {% TPrincipal Characteristics of the Preferred Shares Series 19
& I2 Z- c' I; c, g# x/ o/ JDividends: The holders of the Preferred Shares Series 19 will be entitled to receive s n2 f6 \' F& c& @5 Z
floating rate non-cumulative preferential cash dividends, as and when* H! {& B) G2 J) X! y
declared by the Board of Directors, subject to the provisions of the Bank Act,
+ c) [2 s7 A4 `+ V& R, m$ opayable quarterly on the 25th day of February, May, August and November; u7 D9 O! K: C, `% C" Q
in each year, in the amount per share determined by multiplying the8 ^2 u4 B% ?( r' C" {. F
applicable Quarterly Floating Dividend Rate by $25.00.
" k! ^- T, I( D, `! W# mOn the 30th day prior to the commencement of the initial quarterly dividend( i) H/ x2 U6 v8 ~ ]4 n
period beginning on February 25, 2014, and on the 30th day prior to the first
7 H5 C6 O# v8 X$ Xday of each subsequent quarterly dividend period (the initial quarterly2 d$ ]" [- l! J
dividend period and each subsequent quarterly dividend period is referred to3 e& N3 Q" T. G7 Z; R; f6 R) `% k
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
7 F% [, g4 P$ g9 f% Y9 i# iQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate; k! P) o9 `3 _/ C; ~7 u
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
- ~9 F2 n8 F5 I: _3 w- A0 nT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days4 }) n$ J( k- r' T7 U4 O, u4 r
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
" r( r( m; M1 ?determined on the 30th day prior to the first day of the applicable Quarterly
& F& s! t. X4 S$ v) k3 YFloating Rate Period.
$ Z( i& @1 }( b% |6 w6 f9 GS-5* r$ y; |3 d" y
If the Board of Directors does not declare a dividend, or any part thereof, on
# E. Y) J4 t; Y* s/ R5 a, u: M3 ]the Preferred Shares Series 19 on or before the dividend payment date for a
9 y8 o7 P8 z/ {) r5 f! kparticular quarter, then the entitlement of the holders of the Preferred
0 x/ F; r8 x. f$ `: ~; ~Shares Series 19 to receive such dividend, or to any part thereof, for such
0 t+ n. u( U- P$ U9 F5 ^+ k# \7 squarter will be forever extinguished.
) y* y6 W- u7 O4 k) N* r0 z% f" ^Redemption: Subject to the provisions of the Bank Act and to the prior consent of the6 ?, G; }2 E4 K' ]
Superintendent and to the provisions described below under the heading' \1 F1 \+ d" K# K7 \
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
: y* @ i5 @$ }) dSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
' M8 ^- u$ E- m% ron not more than 60 nor less than 30 days’ notice, the Bank may redeem all
8 ~8 _& O9 }' J4 vor any part of the then outstanding Preferred Shares Series 19, at the Bank’s; y0 N" ~( o, d* L) G2 A- p3 i4 q' [
option without the consent of the holder, by the payment of an amount in
) i8 w9 K% q* Ycash for each such share so redeemed of (i) $25.00 together with all declared
% k; ?* K8 C2 J1 m- A1 D fand unpaid dividends to the date fixed for redemption in the case of
" E9 v& u$ B kredemptions on February 25, 2019 and on February 25 every five years
( ?. u ]" b3 m, _5 b4 J7 ]! k- uthereafter, or (ii) $25.50 together with all declared and unpaid dividends to* b2 n% ]* t& @5 v
the date fixed for redemption in the case of redemptions on any other date% ~8 J6 o" \9 ?# \% ]# D
on or after February 25, 2014.
& S$ k; Y# [2 c. ~6 xConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic- x! i- v; y7 q7 p2 d/ ^
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have& y6 m0 w8 I9 ~2 T8 u H- `
the right, at their option, to convert, on February 25, 2019 and on
' J: Q* ~' D( ~, O0 W) M- o8 t8 OFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any5 P* |- h. g( ]6 C' v# x
or all of their Preferred Shares Series 19 into an equal number of Preferred; ~9 p1 d: j; C( j! Q
Shares Series 18 upon giving to the Bank written notice thereof not earlier
. ]* \: Y& P7 v8 ]9 ythan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
9 h, h( C4 k+ n: a- j& I @6 [; f15th day preceding, a Series 19 Conversion Date.
. ^9 q$ e( U5 c6 }: Y$ S( Q( _Automatic Conversion If the Bank determines, after having taken into account all shares tendered
/ L; z+ J4 M4 x, _- jProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
- H; I8 U# O4 JSeries 18, as the case may be, that there would be outstanding on such
" A/ P# i8 n4 D+ q" t4 OSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,. R w: ]9 T# t! _" D( }4 K, d7 a2 M
such remaining number of Preferred Shares Series 19 will automatically be8 @4 a6 ^( D) U" G' B
converted on such Series 19 Conversion Date into an equal number of
0 m* v' m# |8 }( X. S: P4 CPreferred Shares Series 18. Additionally, if the Bank determines that, after
- r% ?* ]/ v) z. F# kconversion, there would be outstanding on such Series 19 Conversion Date
9 |. }# f4 {# Sless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares5 e1 `; Q& }3 G* ]
Series 19 will be converted into Preferred Shares Series 18.
$ ]) r3 H2 ?. tVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( l+ f% i$ K2 ~( S6 p
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
: q- u3 I# _9 |' k: Lany meeting of the shareholders of the Bank unless and until the first time at
# K1 H9 l/ B- Mwhich the Board of Directors has not declared the whole dividend on the4 ]2 [4 Y3 n9 q/ K0 j' Q: b
Preferred Shares Series 19 in any quarter. In that event, subject as
/ N2 K2 f/ u/ I# i9 Shereinafter provided, the holders of Preferred Shares Series 19 will be' x' s, V9 F8 \) S$ Z7 R
entitled to receive notice of, and to attend, meetings of shareholders at which
* N, {* S2 j# j7 q3 Wdirectors of the Bank are to be elected and will be entitled to one vote for
, @' m/ {$ S% |8 h( w, reach Preferred Share Series 19 held. The voting rights of the holders of the+ d8 s9 {3 V6 _+ q$ w6 }. N+ o
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of! e9 J7 K- s2 f2 ^( [4 q; d9 n
the first dividend on the Preferred Shares Series 19 to which the holders are
! l" z+ R/ \& V% A' V+ X }entitled thereunder subsequent to the time such voting rights first arose until6 \1 G7 `% L s/ q3 o
such time as the Bank may again fail to declare the whole dividend on the
4 b! [3 L8 }% E& J* HPreferred Shares Series 19 in respect of any quarter, in which event such
0 y4 _, w) H3 c) q( e, j Rvoting rights will become effective again and so on from time to time.7 Z0 ?1 @& V3 V: T {
S-6- h4 @: s `- W# X
Priority: The preferred shares of each series of the Bank will rank on a parity with
8 z; d# u( o. Q! A* P: ?% s/ fevery other series and are entitled to preference over the common shares of& Z( H" Z: B8 r5 d% W
the Bank and over any other shares of the Bank ranking junior to the- [( h: {" m" o9 b' s0 z6 }
preferred shares with respect to the payment of dividends and upon any2 a- B% E# U0 q7 i7 ^3 T
distribution of assets in the event of the liquidation, dissolution or* m8 T* _9 x5 R; }
winding-up of the Bank.
& @. x8 o- O! \# F' n. J1 LTax on Preferred Share The Bank will elect, in the manner and within the time provided under
7 H9 b& A; N7 pDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares# C. _* R7 A b- d
Series 18 and Preferred Shares Series 19 will not be required to pay tax on+ B# E8 F7 {) S" z% U" m
dividends received on such shares under Part IV.1 of such Act. |
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