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发表于 2008-11-29 16:58
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下面是BMO的:/ ?' B0 r1 {; D" y, Q& ]
SUMMARY OF THE OFFERING
, f7 u9 @5 c* p6 Y2 k( 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’’.
+ `& l7 u$ [6 L7 AIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18./ Y6 N# s5 {% ~1 m
Amount: $150,000,000 (6,000,000 shares).5 T- f2 \; p' }1 g
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
- t" [8 w' S |. y( a0 LPrincipal Characteristics of the Preferred Shares Series 18
1 u7 P3 n: h: n2 J6 yDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed' U& x* @* g3 d# Q
non-cumulative preferential cash dividends, as and when declared by the
1 }: ~# T. U! x( g& S3 tBoard of Directors, subject to the provisions of the Bank Act, for the initial
0 t, I: d/ m( ~( _, j, P2 [/ a# cperiod commencing on the closing date and ending on and including d$ I) |1 `, n
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
% l% Z# c% a" l4 D8 Z2 P* Z25th day of February, May, August and November in each year, at a rate3 k/ A9 v& b1 E4 f; H
equal to $0.40625 per share. The initial dividend, if declared, will be payable
. V, k2 V* [! b; _1 K7 gMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing L, Z. e+ w4 U: D1 l3 O5 x
date of December 11, 2008.
) {/ ] h4 @+ O. q8 b t pFor each five-year period after the Initial Fixed Rate Period (each, a
2 r/ I% W: F, G) y‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
* c3 U. H: ]: _1 X0 a; w$ m0 PSeries 18 will be entitled to receive fixed non-cumulative preferential cash
: f% I( T4 E7 _. Q6 B; M7 |' y) M4 wdividends, as and when declared by the Board of Directors, subject to the
& I% [/ p! b9 p5 v+ s( m4 oprovisions of the Bank Act, payable quarterly on the 25th day of February,
- F% U4 ?8 W$ C4 vMay, August and November in each year, in the amount per share per annum
. ~ [: m( u% C0 _+ ]+ u& T8 Z: udetermined by multiplying the Annual Fixed Dividend Rate applicable to
4 u6 Z- A1 b9 t* a5 v V9 msuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend$ Q/ V9 a( Y' g. |( |- k: `0 C0 A. b
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the% m f' z; L8 ^- `- m
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day1 b3 |+ U7 i5 E( @+ d
of such Subsequent Fixed Rate Period and will be equal to the sum of the
9 v6 n* [- _. W1 f- YGovernment of Canada Yield on the applicable Fixed Rate Calculation Date! u' S$ U" w$ W0 h: E4 {) ]* J
plus 3.83%.8 k: j/ Y- s- r# F3 m
If the Board of Directors does not declare a dividend, or any part thereof, on
, ]% N1 v8 t8 c7 S1 ]# h: S7 othe Preferred Shares Series 18 on or before the dividend payment date for a
, Q: _9 V9 D3 w, l4 w( e5 ]particular quarter, then the entitlement of the holders of the Preferred. W$ G+ ~( o* ~8 {" a# `2 j
Shares Series 18 to receive such dividend, or to any part thereof, for such% U1 E6 A4 ]$ S9 @5 s/ H7 n
quarter will be forever extinguished.
" f" u; {7 E. |' P/ M/ _* M9 e, O6 XRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 X- c/ S6 s. g6 Y+ y rSuperintendent and to the provisions described below under ‘‘Details of the
" {& V) E4 @& Y8 e: L7 @. nOffering — Certain Provisions of the Preferred Shares Series 18 as a: x% ^* d7 L: b9 K1 d
Series — Restrictions on Dividends and Retirement of Shares’’, on
+ y+ r' Q2 q2 R2 \1 e1 b, l$ ?6 wFebruary 25, 2014 and on February 25 every five years thereafter, on not! |$ g& S) w. D3 h: T
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
- a( O$ D6 Y8 p" o0 e! C4 a2 @part of the then outstanding Preferred Shares Series 18, at the Bank’s option8 E' o9 o3 q6 o' k( l
without the consent of the holder, by the payment of an amount in cash for: H7 `! U. ]" G& D. {3 W
each such share so redeemed of $25.00 together with all declared and unpaid
) }4 _, S4 Z7 m; j6 d; k" a$ K0 Fdividends to the date fixed for redemption.
6 S2 S0 R( g _% l" k, JConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic; q0 h( @, d, L! P+ Y9 a
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have @" W% i; s1 k$ n( N) h+ u1 `
the right, at their option, to convert, on February 25, 2014 and on* { B# _& |; i; D9 U1 |: E
S-46 e/ h! O' \& Z
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
* ~# B* _: m& Qor all of their Preferred Shares Series 18 into an equal number of Preferred5 [/ o- J' b" l2 {- d/ u* \' t
Shares Series 19 upon giving to the Bank notice thereof not earlier than
8 i$ G" m& C8 e( Q/ W4 E30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
6 _1 x, \) q# o8 V) ]6 J' Spreceding, a Series 18 Conversion Date.
+ R q( L7 L+ Z3 m) EAutomatic Conversion If the Bank determines, after having taken into account all shares tendered# `: R. ~& A8 E! ]. U6 ^/ m' W
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
- L( t- Z$ d+ Z/ l' ^6 Y' n- eSeries 19, as the case may be, that there would be outstanding on such# x H, |/ v# ?1 ~9 e: g
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,4 ~+ l' {+ N5 z: d5 E- A. P
such remaining number of Preferred Shares Series 18 will automatically be
6 Z/ |# e( y& ]: a$ A5 ]converted on such Series 18 Conversion Date into an equal number of
( J6 K1 F4 ?4 f1 n" _Preferred Shares Series 19. Additionally, if the Bank determines that, after$ _, E9 o' ^3 }$ K
conversion, there would be outstanding on such Series 18 Conversion Date( e% K# \# P! i( R. n# E- Y! z, c
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares* b! b0 D& u% a* ]8 J! u2 ^
Series 18 will be converted into Preferred Shares Series 19.
8 [% z! k% Q \2 D) {Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
D0 ^& {4 H$ ^+ C$ N4 f9 ]Series 18 will not be entitled as such to receive notice of, attend, or vote at,% a. i' j# G* O9 V
any meeting of the shareholders of the Bank unless and until the first time at
; {2 z: N1 S+ }: U/ L% Swhich the Board of Directors has not declared the whole dividend on the
" F: G/ f. B" z) s! O/ TPreferred Shares Series 18 in any quarter. In that event, subject as
* x8 T- a3 i% H) ahereinafter provided, the holders of Preferred Shares Series 18 will be
, g4 x! @! N z V F2 n: X6 ~) Yentitled to receive notice of, and to attend, meetings of shareholders at which3 E! F9 t2 Y% C+ `' @; [$ j% h
directors of the Bank are to be elected and will be entitled to one vote for
4 ^% U4 Y$ Y6 M2 A+ H1 r( W, xeach Preferred Share Series 18 held. The voting rights of the holders of the
) a7 l( x* k a/ IPreferred Shares Series 18 will forthwith cease upon payment by the Bank of2 \ S& |$ M# M+ C* m7 |* S8 o, B
the first dividend on the Preferred Shares Series 18 to which the holders are
4 {) Q0 K* M+ Uentitled thereunder subsequent to the time such voting rights first arose until' {. {9 L9 t( E
such time as the Bank may again fail to declare the whole dividend on the
8 }2 Y0 n6 F- n" u1 n! A/ G/ QPreferred Shares Series 18 in respect of any quarter, in which event such
' U' w; c; w2 A( u# g: jvoting rights will become effective again and so on from time to time.
& t4 F9 G3 v% BPrincipal Characteristics of the Preferred Shares Series 19* w( P0 O) U( h3 x2 l ?/ O8 C
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive2 I: C t; j6 w+ s7 n
floating rate non-cumulative preferential cash dividends, as and when# F+ a# n5 E: l# a# O2 H$ }; ^
declared by the Board of Directors, subject to the provisions of the Bank Act,
b8 q1 [- ?/ D7 opayable quarterly on the 25th day of February, May, August and November
- U, z+ X" X' _7 T; _, ~8 d- ain each year, in the amount per share determined by multiplying the
. X7 p+ c$ N" Q4 D3 J2 Uapplicable Quarterly Floating Dividend Rate by $25.00.
7 t$ Y( ~9 S2 r& r' i1 xOn the 30th day prior to the commencement of the initial quarterly dividend4 o( S: J$ y' t z9 E
period beginning on February 25, 2014, and on the 30th day prior to the first4 V l' {9 b! A7 g7 u) q, ]. f
day of each subsequent quarterly dividend period (the initial quarterly
, \: ~+ |9 f4 X# ^2 Z8 ndividend period and each subsequent quarterly dividend period is referred to
: x, h0 v. ?/ D2 Cas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the( i( n1 j4 C4 D0 J7 C
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
9 C6 y+ A5 q- Y: Y7 ?Period. The Quarterly Floating Dividend Rate will be equal to the sum of the/ t' z- B* y3 s' {8 D% ^
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days% r/ v3 D0 g8 a K0 r
elapsed in the applicable Quarterly Floating Rate Period divided by 365)% T! ^# O, U8 L3 I. S/ K5 I8 c
determined on the 30th day prior to the first day of the applicable Quarterly# B$ d0 W' t, d# m9 x- u/ V+ g$ ]
Floating Rate Period.
2 j( r* F( ~3 E+ iS-58 }0 S- X4 {/ d7 J
If the Board of Directors does not declare a dividend, or any part thereof, on
* }1 O/ H8 | Bthe Preferred Shares Series 19 on or before the dividend payment date for a g4 h0 q" }& n3 ]: q# q
particular quarter, then the entitlement of the holders of the Preferred
) V0 M3 `6 G: i: j' u# n, |Shares Series 19 to receive such dividend, or to any part thereof, for such
* e8 O) d6 P$ k( b o& |, v4 ~quarter will be forever extinguished.$ W; |! O3 }' r$ @2 n2 A
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the1 u# ~$ ?; h F9 _$ W0 Y$ \: W1 i
Superintendent and to the provisions described below under the heading
- z( D+ Q8 { y4 o1 ]! y‘‘Details of the Offering — Certain Provisions of the Preferred Shares# @$ o1 m1 K( ^! p+ r
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
5 o3 N" P q- ?* W, s4 k+ hon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
6 I' |& ^; t5 k# A' Oor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
! ^9 Q: e6 m% i0 @0 |( K- ~option without the consent of the holder, by the payment of an amount in
) X* y* G0 J* g# ` @* y4 ~cash for each such share so redeemed of (i) $25.00 together with all declared' g2 @# M0 x- a5 c2 M( v
and unpaid dividends to the date fixed for redemption in the case of
; V4 Q# K' j- u: @redemptions on February 25, 2019 and on February 25 every five years
. f4 K* Y$ F" W' d( r7 zthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
; L- c3 G& z9 z! h y& l3 L4 H$ athe date fixed for redemption in the case of redemptions on any other date
0 `+ u" Y: k+ ion or after February 25, 2014. C0 w0 z+ }; t7 _/ F+ \
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic- A' c2 d, m! P8 O5 z9 F9 R( c4 v
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
" d# l! N! i7 l, n) fthe right, at their option, to convert, on February 25, 2019 and on( l, Z$ A; l, T5 d2 ]( x
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any; _: H- v% C4 x" ?" O# p. k3 [0 R
or all of their Preferred Shares Series 19 into an equal number of Preferred
( _' B! ]* s! O5 b. qShares Series 18 upon giving to the Bank written notice thereof not earlier- u! A( P i+ c6 C" C1 G6 {
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the" r! c: j! \0 r% C M7 L/ l( N
15th day preceding, a Series 19 Conversion Date.& c' |9 z* l, ~2 r0 P7 H1 H
Automatic Conversion If the Bank determines, after having taken into account all shares tendered0 N2 y# p2 P- H6 i3 P5 X
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares. v) ^. Q' Z- m8 q* ]
Series 18, as the case may be, that there would be outstanding on such
, A/ k7 n% W2 G0 SSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
+ K6 A9 s8 e5 k1 X7 ^9 q7 } H( A9 Xsuch remaining number of Preferred Shares Series 19 will automatically be
/ f4 ~ X! W- Cconverted on such Series 19 Conversion Date into an equal number of
6 t9 {) n1 K! X" R: Y/ gPreferred Shares Series 18. Additionally, if the Bank determines that, after1 L3 \0 [4 d5 v1 S* r- ~
conversion, there would be outstanding on such Series 19 Conversion Date* J* E: S( U/ G+ }) G4 u# b/ N
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
8 A$ {$ z/ c, ^4 h' Y; A7 rSeries 19 will be converted into Preferred Shares Series 18.
- h$ l" v$ w ]* O& J: f2 E' YVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares# \9 e2 ?; d D2 F5 N
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
/ r+ {- i& ^9 K1 \5 lany meeting of the shareholders of the Bank unless and until the first time at9 _. n# z- p+ a+ t4 Q+ ]
which the Board of Directors has not declared the whole dividend on the
/ a: O. V$ o. m8 ZPreferred Shares Series 19 in any quarter. In that event, subject as
6 ^! _2 S8 R& d8 l8 E1 }hereinafter provided, the holders of Preferred Shares Series 19 will be
2 l. G0 }2 [( R/ Q nentitled to receive notice of, and to attend, meetings of shareholders at which" V0 j9 o' Z2 P' |+ U- d
directors of the Bank are to be elected and will be entitled to one vote for
) q/ F5 T' Y" s( |- reach Preferred Share Series 19 held. The voting rights of the holders of the7 |# o6 P) B6 `+ B4 A9 v; @; y% c$ B' `
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
. s+ f t& G0 u! Lthe first dividend on the Preferred Shares Series 19 to which the holders are- q, [8 Z6 ^1 m3 F8 n& j
entitled thereunder subsequent to the time such voting rights first arose until1 q* J: D. s4 y& F: K1 x; M* _, ?( A
such time as the Bank may again fail to declare the whole dividend on the
' @3 f9 g5 w2 RPreferred Shares Series 19 in respect of any quarter, in which event such
8 n! P7 ~+ c0 e- C" G* Svoting rights will become effective again and so on from time to time.
* L& w. q2 ]( Q( SS-6
* \/ X, h0 S+ }' ^7 OPriority: The preferred shares of each series of the Bank will rank on a parity with
" M3 _3 M$ l8 [! tevery other series and are entitled to preference over the common shares of3 I; q6 Y$ _4 I8 ?; }; [
the Bank and over any other shares of the Bank ranking junior to the& A1 _7 X. X' @! l0 |
preferred shares with respect to the payment of dividends and upon any+ Q0 k% _2 L# r) `1 M: l* B1 V
distribution of assets in the event of the liquidation, dissolution or3 g9 d6 n9 Z9 Y* H8 Z
winding-up of the Bank.
y( k2 }, ~7 @/ _Tax on Preferred Share The Bank will elect, in the manner and within the time provided under) t- N: v( F* O" U: l4 u
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
1 D4 o" d2 G0 R& ZSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
% q9 N" G% c" l! v/ D: Hdividends received on such shares under Part IV.1 of such Act. |
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