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发表于 2008-11-29 16:58
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下面是BMO的:
9 G6 K2 `# }; Y& G0 M4 kSUMMARY OF THE OFFERING8 M5 p* N2 n p- I' ^3 h# L. k
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’’.
8 T- y3 N0 ]9 ZIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.; T$ ?: y8 O% Z+ D; `
Amount: $150,000,000 (6,000,000 shares).
0 Y* x, {$ h9 P8 L/ kPrice and Yield: $25.00 per share to yield initially 6.50% per annum.. D+ D3 J8 J( l1 E1 s. U8 o4 }# S
Principal Characteristics of the Preferred Shares Series 182 q9 h x$ u! R" c* D& {
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
* ?% J4 Q" F0 Gnon-cumulative preferential cash dividends, as and when declared by the- d+ C% O" _# P2 p: c7 p: }- k7 z, m
Board of Directors, subject to the provisions of the Bank Act, for the initial
4 P; }2 Y; Q! G% H+ Gperiod commencing on the closing date and ending on and including' M& z3 f" D$ `
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the y. T s4 J# E
25th day of February, May, August and November in each year, at a rate
! l8 p6 K) D; Q4 Nequal to $0.40625 per share. The initial dividend, if declared, will be payable0 u( H9 F6 g4 a0 e. O
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
9 t% d; n/ f! \7 M5 V p5 Kdate of December 11, 2008.
# \" g" W' u) _8 b& PFor each five-year period after the Initial Fixed Rate Period (each, a7 G8 @4 B# S+ Z9 ~
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares3 t, ]: e0 ] _! \2 I- e% u% V& V6 K
Series 18 will be entitled to receive fixed non-cumulative preferential cash
4 q$ o; n; A8 `; K' y: Y# Qdividends, as and when declared by the Board of Directors, subject to the- ?2 s6 Y% O+ Q! I& S
provisions of the Bank Act, payable quarterly on the 25th day of February,
$ e! |. z& c+ QMay, August and November in each year, in the amount per share per annum
% f1 U3 R0 h! l( `( @! P d' Zdetermined by multiplying the Annual Fixed Dividend Rate applicable to8 Y5 W( ?0 h1 k/ u' ^; e
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend* r1 E8 f/ o t; T
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the% x) |, ?5 a* x5 a+ ^$ q
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day3 O" }8 P; m# X' l9 i
of such Subsequent Fixed Rate Period and will be equal to the sum of the
+ ]6 o* q7 U8 m' w* u3 C3 _" qGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
) `+ \$ {: K. `) Vplus 3.83%. M' ^# X( @1 Y0 {
If the Board of Directors does not declare a dividend, or any part thereof, on8 [( n# m) w* F3 q' S+ I
the Preferred Shares Series 18 on or before the dividend payment date for a
! B* ]3 N0 X+ O+ [1 e% D- ?particular quarter, then the entitlement of the holders of the Preferred
7 R; A" q8 K+ }7 P1 `& x1 f$ n. ?Shares Series 18 to receive such dividend, or to any part thereof, for such' k# [2 S ~' k0 k" X" b( ?
quarter will be forever extinguished.: w% M0 c! v& U( ?$ n7 B! N
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the7 v* ~3 V) k/ `+ o+ b2 W. X
Superintendent and to the provisions described below under ‘‘Details of the n6 h: t4 S; @9 p! H
Offering — Certain Provisions of the Preferred Shares Series 18 as a- Q V3 k( |$ y, \7 `% j0 F: |7 W
Series — Restrictions on Dividends and Retirement of Shares’’, on2 |) i# e% h' \" W- h
February 25, 2014 and on February 25 every five years thereafter, on not
% j0 q7 Q' C# e" `$ I1 \' Hmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
# x1 J; |7 x6 t. ^part of the then outstanding Preferred Shares Series 18, at the Bank’s option) S* C. G6 }/ i* C" k7 |, a
without the consent of the holder, by the payment of an amount in cash for4 r9 A% @% I8 {
each such share so redeemed of $25.00 together with all declared and unpaid5 y/ n, e8 `$ o+ {# E5 o/ x
dividends to the date fixed for redemption.
/ d( X9 s/ a& Z5 g* s. t" tConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
# u- n0 S% c* C' M& M& ~Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have5 d7 l1 I( K: O" Z& D
the right, at their option, to convert, on February 25, 2014 and on
9 E1 F/ O# i! OS-49 e9 _0 G* n$ M% G# `/ {! j
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
, }1 T" Q0 p/ C7 f4 Gor all of their Preferred Shares Series 18 into an equal number of Preferred
; g9 t8 E; t5 v5 ?; Q) MShares Series 19 upon giving to the Bank notice thereof not earlier than! o6 B7 s$ U' b- l9 k
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day% n+ r# O& W8 _
preceding, a Series 18 Conversion Date.+ T( W- x# `& L: q8 ?0 I- w
Automatic Conversion If the Bank determines, after having taken into account all shares tendered7 J: g+ F! E6 A# d! j
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
7 D1 f) Q3 r' `. d4 a5 oSeries 19, as the case may be, that there would be outstanding on such0 j1 G, n. o7 z+ L
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
( a8 ]8 R( L. \1 u, @; L8 gsuch remaining number of Preferred Shares Series 18 will automatically be4 ~: K1 ], m9 z- O
converted on such Series 18 Conversion Date into an equal number of
7 e9 Q& L {8 f5 s4 f5 ?Preferred Shares Series 19. Additionally, if the Bank determines that, after
4 F+ O% h) |; o7 R2 cconversion, there would be outstanding on such Series 18 Conversion Date+ P& t$ X% Z0 P3 r5 W) f/ R, S
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares8 Y. B* ^5 J- h% W8 ^
Series 18 will be converted into Preferred Shares Series 19.
% Q( j' {' [: H% zVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares* D% K# g5 G J# e* F' B0 X, n0 A
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
, f4 ^6 S7 h+ ]2 Q5 u; `4 Uany meeting of the shareholders of the Bank unless and until the first time at+ f4 q4 B" V" i" |( |8 x
which the Board of Directors has not declared the whole dividend on the( p) M1 F* k, X+ M7 g
Preferred Shares Series 18 in any quarter. In that event, subject as6 e& N4 |" c9 f
hereinafter provided, the holders of Preferred Shares Series 18 will be
; I! ~( g4 ^6 l. Kentitled to receive notice of, and to attend, meetings of shareholders at which$ {% Z: l% T7 K _. q# H
directors of the Bank are to be elected and will be entitled to one vote for
) \( h) |6 H9 G6 j% }each Preferred Share Series 18 held. The voting rights of the holders of the' b' l, l' r0 H5 K
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
) @2 {5 \: ?6 r$ m4 q; b# bthe first dividend on the Preferred Shares Series 18 to which the holders are! [7 W% e+ s; t! X! U6 ~6 A( W
entitled thereunder subsequent to the time such voting rights first arose until2 O. V0 A+ b2 ~3 P P: F( W6 L
such time as the Bank may again fail to declare the whole dividend on the
, A4 A8 [) u( p4 Z, P2 zPreferred Shares Series 18 in respect of any quarter, in which event such
: ]/ B0 \. ~7 I/ a6 }5 ~voting rights will become effective again and so on from time to time.
( j0 o8 ?9 a, I/ PPrincipal Characteristics of the Preferred Shares Series 19+ n. _+ u& g. ?$ O/ _ C! e5 @
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
f2 m6 h& G `" S; Sfloating rate non-cumulative preferential cash dividends, as and when, ~( n) W, v/ a
declared by the Board of Directors, subject to the provisions of the Bank Act,
7 |) D# z9 D) d8 g$ Vpayable quarterly on the 25th day of February, May, August and November U: l* E8 b- j$ P2 ^" I
in each year, in the amount per share determined by multiplying the, s" q8 Z* \8 B5 `
applicable Quarterly Floating Dividend Rate by $25.00.+ t) c) I$ ^, [
On the 30th day prior to the commencement of the initial quarterly dividend4 C. n2 K. f* z5 B- L
period beginning on February 25, 2014, and on the 30th day prior to the first
6 T) _$ a* ?! s+ ]day of each subsequent quarterly dividend period (the initial quarterly0 c" X& ]4 M) j+ o) S' u
dividend period and each subsequent quarterly dividend period is referred to
9 z) I9 P" U* P/ T3 ~0 G. d& Has a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the+ ^! J; y6 Y4 w9 O
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate' L3 r( w9 n; [; ^* D/ n$ z
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the- W7 t& l3 l2 j6 S5 d& B! O( E
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days! s: |. a6 j: [% ]( H1 u
elapsed in the applicable Quarterly Floating Rate Period divided by 365); Q% {0 m" @0 Z+ M' |
determined on the 30th day prior to the first day of the applicable Quarterly" ~. S L- G" r# s
Floating Rate Period.
- N' H5 \6 D) c$ fS-5
7 L0 Q' v0 h/ V" KIf the Board of Directors does not declare a dividend, or any part thereof, on
% Q. I$ b' N' v' I# C4 Pthe Preferred Shares Series 19 on or before the dividend payment date for a
; i8 E5 `: {: ~8 E' Sparticular quarter, then the entitlement of the holders of the Preferred4 a4 s! j8 L$ k. t" S, ]
Shares Series 19 to receive such dividend, or to any part thereof, for such' v4 ]* h; C" h- M2 X
quarter will be forever extinguished.
# z0 U+ s% S: e: |! G" f: n7 I @Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
) v4 z% k6 w0 RSuperintendent and to the provisions described below under the heading4 {- H0 R# y7 h5 a
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
4 T, k) a# D$ x. {6 p& E" c8 j& c; J% tSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
& i5 g) o: q' P1 n# \( {" q9 S& Aon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
9 D, A( F2 `6 ~$ i1 Q# \' yor any part of the then outstanding Preferred Shares Series 19, at the Bank’s# q% X* K! s& g% Q/ B. N
option without the consent of the holder, by the payment of an amount in# o2 w' s, Y- ~2 j& O
cash for each such share so redeemed of (i) $25.00 together with all declared
' h T+ Z- V! F7 ~9 m' r* ]% Pand unpaid dividends to the date fixed for redemption in the case of
" }" Q- S* F6 O3 l3 Gredemptions on February 25, 2019 and on February 25 every five years7 C( P- P8 j( ^$ R6 w, ^. D0 b
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to) a! S7 G/ F) C' V B" }
the date fixed for redemption in the case of redemptions on any other date
+ r U7 g+ j' X& m" Qon or after February 25, 2014.- m/ r; B! A4 ?; C8 t1 i
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic$ S5 { c3 K( q1 u- f: v2 T- P& {/ g
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
: c& @& x5 i+ E# \. ]the right, at their option, to convert, on February 25, 2019 and on$ d# T/ }7 g6 V
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
1 o* w) h0 j0 Y$ g# J, sor all of their Preferred Shares Series 19 into an equal number of Preferred1 Q6 s$ m8 K8 B# h2 K8 Z$ u
Shares Series 18 upon giving to the Bank written notice thereof not earlier
% V0 D' `" M N' Y& mthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the- }/ _" a+ o# j& d# B
15th day preceding, a Series 19 Conversion Date.' l* X: i1 B( F6 E
Automatic Conversion If the Bank determines, after having taken into account all shares tendered/ Z2 X" D( l! E( d
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares V4 v$ D6 ?5 U6 I8 a/ h
Series 18, as the case may be, that there would be outstanding on such
* V( \$ b2 H* C9 E0 P. S1 m( ASeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
2 }) A: q. y9 ]: a; R+ Zsuch remaining number of Preferred Shares Series 19 will automatically be
# x+ I w( @2 P: t; ^ B# ?converted on such Series 19 Conversion Date into an equal number of# w7 M1 Y" V: f6 ]' L+ x& u7 b* t. s
Preferred Shares Series 18. Additionally, if the Bank determines that, after5 g! x- _$ }- r8 t
conversion, there would be outstanding on such Series 19 Conversion Date
, C, ^9 h4 q$ \3 q Zless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
- z# {4 Q; w2 LSeries 19 will be converted into Preferred Shares Series 18.
9 `/ j: @% @; f+ nVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 w k* E) f. \. h2 ]Series 19 will not be entitled as such to receive notice of, attend, or vote at,1 k; O; C1 j H2 J
any meeting of the shareholders of the Bank unless and until the first time at
3 h' F0 {/ Q- {& ?& i- \which the Board of Directors has not declared the whole dividend on the1 {, d8 y/ o5 b8 l0 K
Preferred Shares Series 19 in any quarter. In that event, subject as
$ G* _ v4 B3 L8 y) ^8 |hereinafter provided, the holders of Preferred Shares Series 19 will be9 F% j: D1 P1 {# M
entitled to receive notice of, and to attend, meetings of shareholders at which
+ Y- C" p! I8 F/ vdirectors of the Bank are to be elected and will be entitled to one vote for0 d" G) h% [3 A) Z/ N
each Preferred Share Series 19 held. The voting rights of the holders of the
6 A2 D" g$ A3 YPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
& D0 c* L7 _( N$ Gthe first dividend on the Preferred Shares Series 19 to which the holders are' r1 d3 U3 Y, e' a. N# K
entitled thereunder subsequent to the time such voting rights first arose until4 Q: p- t5 T* d! B- J
such time as the Bank may again fail to declare the whole dividend on the: }, b J( v! q5 G
Preferred Shares Series 19 in respect of any quarter, in which event such
. T! _% M% h2 t; Q' s8 ~9 Bvoting rights will become effective again and so on from time to time.8 S8 c! @- L% @* ?
S-66 M: F2 m- c( p9 c% [
Priority: The preferred shares of each series of the Bank will rank on a parity with
" M, G7 G: A$ J6 jevery other series and are entitled to preference over the common shares of; D4 a6 I5 O8 R$ V( |$ u( J+ S
the Bank and over any other shares of the Bank ranking junior to the
3 e X! z$ z4 i/ ~% |: ppreferred shares with respect to the payment of dividends and upon any
; k6 u, C+ g5 n+ idistribution of assets in the event of the liquidation, dissolution or) b; V+ {% H* v' u( V5 x) o
winding-up of the Bank., @# r, t9 M5 s" D! D. `
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
* i, M& ^& v7 W; M/ F0 D& r5 z2 NDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares9 z: m; T1 D5 J+ Y
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
0 V7 w4 Z5 I! Q5 V( ndividends received on such shares under Part IV.1 of such Act. |
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