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发表于 2008-11-29 16:58
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下面是BMO的:% j% F' X; l/ C: D" F% i+ w
SUMMARY OF THE OFFERING6 ^/ U. Y2 ?: q5 \8 }0 F
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’’.& a# A/ S8 i$ v7 A- D
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.2 ^5 u* v X, {7 }; L
Amount: $150,000,000 (6,000,000 shares).: A% M g0 t" |) R4 `' i0 e9 ]5 d# z* T
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
# c) f* }9 ?1 Q" A* yPrincipal Characteristics of the Preferred Shares Series 18
* T4 B$ t7 h' J% \. H5 vDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed7 G6 p( ~: Z& h* X: t* F" ~% C
non-cumulative preferential cash dividends, as and when declared by the) E7 M" m" c! W8 P- p7 B, J0 J
Board of Directors, subject to the provisions of the Bank Act, for the initial
3 g x8 I" h' r x! T1 G5 c, M# aperiod commencing on the closing date and ending on and including
) A& W4 M- z8 z8 D. oFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
$ h7 H3 w$ S3 q" H' U! O- t, c25th day of February, May, August and November in each year, at a rate P% }, ]; |& l5 \. `9 d
equal to $0.40625 per share. The initial dividend, if declared, will be payable
& Z9 g/ X7 [' ~5 [5 X) s$ q) WMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing4 Q3 u5 | }" ]
date of December 11, 2008.
( S9 `4 p2 u2 ]4 E' D2 {# BFor each five-year period after the Initial Fixed Rate Period (each, a
& c$ z* k( ?# F5 Z9 z7 l‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
( y4 A" e( b mSeries 18 will be entitled to receive fixed non-cumulative preferential cash7 Z3 m2 L+ P( T* V( @4 s
dividends, as and when declared by the Board of Directors, subject to the2 X! e/ ]# w& t. j" ~
provisions of the Bank Act, payable quarterly on the 25th day of February,
$ a. W1 h% q, F- I0 PMay, August and November in each year, in the amount per share per annum' _2 K* W$ l V. a9 W
determined by multiplying the Annual Fixed Dividend Rate applicable to: S& M( I* Z1 h
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
( U( ^) ?+ N$ SRate for the ensuing Subsequent Fixed Rate Period will be determined by the, {2 Y: d, X }: E0 H6 ~
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
! ]& h- I# V1 `8 b# Hof such Subsequent Fixed Rate Period and will be equal to the sum of the- x' [! S$ {' |0 d% j8 H0 |
Government of Canada Yield on the applicable Fixed Rate Calculation Date8 T j% M2 N$ a G
plus 3.83%.% T9 u8 F2 w$ o" T2 k2 n! o
If the Board of Directors does not declare a dividend, or any part thereof, on
& A- B. ~# O v* b6 Q2 L b) Zthe Preferred Shares Series 18 on or before the dividend payment date for a6 l* A& g/ l/ f1 W$ j$ U% }* z
particular quarter, then the entitlement of the holders of the Preferred
( w, R; e. V7 z' \( p8 R4 O. Z9 qShares Series 18 to receive such dividend, or to any part thereof, for such# V. T& h% M2 U
quarter will be forever extinguished.9 {6 p* ]$ W8 ` Y8 I; e, W
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 d9 ?! e2 B; H* L* P1 uSuperintendent and to the provisions described below under ‘‘Details of the
+ e: ?( t: m+ `: YOffering — Certain Provisions of the Preferred Shares Series 18 as a6 Z' q. T" c) u. E5 O: `
Series — Restrictions on Dividends and Retirement of Shares’’, on
$ _0 H, H W7 n Y7 X0 f% RFebruary 25, 2014 and on February 25 every five years thereafter, on not
# e$ N, w& ]' Z" z1 f( j) p; q" bmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any8 H# Z- z+ u$ F1 v, T$ y, o |
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
) \, W' N1 ?9 |; @7 S9 X) Hwithout the consent of the holder, by the payment of an amount in cash for: {9 x& @5 G9 d: O9 x, J
each such share so redeemed of $25.00 together with all declared and unpaid
- C+ {" J/ O2 k( Ddividends to the date fixed for redemption.# I# V4 _3 f' Q; X! Y# @+ M
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
; c$ a# \! t0 Z: @; wShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
, h8 B) t7 {# sthe right, at their option, to convert, on February 25, 2014 and on
; @, Z3 D0 U4 D7 ~+ F# @S-4( Y& l0 s; q i# I
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
$ E% z) y1 _1 c8 Ror all of their Preferred Shares Series 18 into an equal number of Preferred( t, R9 n( l* x0 s' A' ]! G
Shares Series 19 upon giving to the Bank notice thereof not earlier than* X. K$ E2 \: d+ ~
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
3 T D0 R- g) opreceding, a Series 18 Conversion Date., j# d- A, C& ~" g
Automatic Conversion If the Bank determines, after having taken into account all shares tendered: f! }% y& ]5 S* ^
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares! t( F% W4 ]" H! N
Series 19, as the case may be, that there would be outstanding on such/ _+ [3 z& w% n. X
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
) }& ~# k/ k. F& K5 Fsuch remaining number of Preferred Shares Series 18 will automatically be
, c1 t2 O0 \7 N9 |7 Zconverted on such Series 18 Conversion Date into an equal number of
+ |9 c2 p( |- C+ D& z/ bPreferred Shares Series 19. Additionally, if the Bank determines that, after! T' T$ I# b7 Z5 \
conversion, there would be outstanding on such Series 18 Conversion Date! y' M1 U$ u0 `; o8 ]
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares/ ]- |+ h/ r3 f$ f# M" h- \. ~
Series 18 will be converted into Preferred Shares Series 19.
# z+ G. m R D3 m/ PVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 H& ]9 C6 }: c, P$ W+ Q4 ?: `( }( s4 s
Series 18 will not be entitled as such to receive notice of, attend, or vote at,# p. H9 l( y* j: Z: Z( `
any meeting of the shareholders of the Bank unless and until the first time at
7 {8 G0 m( j# D+ y: e2 Z wwhich the Board of Directors has not declared the whole dividend on the- y% {; ] _+ H6 E9 `5 {, ~
Preferred Shares Series 18 in any quarter. In that event, subject as
& U! o$ y7 [. X' Q Thereinafter provided, the holders of Preferred Shares Series 18 will be
2 w" {" S9 g0 u5 N5 gentitled to receive notice of, and to attend, meetings of shareholders at which- l% {, n" S; N9 X% E4 M# {* K$ u6 ^
directors of the Bank are to be elected and will be entitled to one vote for( E/ h; _/ F7 D1 B0 ]7 {1 C
each Preferred Share Series 18 held. The voting rights of the holders of the
! a, H; r. V$ l- y5 H6 JPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
* ?4 \# I: d( ]1 xthe first dividend on the Preferred Shares Series 18 to which the holders are+ l9 |# [% l1 C5 [" g5 v4 @9 @
entitled thereunder subsequent to the time such voting rights first arose until% `- x9 U3 c+ P& A
such time as the Bank may again fail to declare the whole dividend on the
. `0 U; o$ `6 [Preferred Shares Series 18 in respect of any quarter, in which event such- c- L$ R; @, b6 S$ o
voting rights will become effective again and so on from time to time.
, ~( H( Y/ ]7 \& Q* F8 ?2 {6 YPrincipal Characteristics of the Preferred Shares Series 19" T7 K; ]& v2 Y* p3 i
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
0 f6 M$ v% W+ qfloating rate non-cumulative preferential cash dividends, as and when
& M7 Q, c/ X* Y+ rdeclared by the Board of Directors, subject to the provisions of the Bank Act,
$ h1 ]8 I. z) V# F0 x! u8 ypayable quarterly on the 25th day of February, May, August and November
0 i0 c- a! K% @& h% k( Z% q+ Ain each year, in the amount per share determined by multiplying the8 G; b x! [, H$ L' @
applicable Quarterly Floating Dividend Rate by $25.00.
6 }' s) E$ Z( p7 H; g1 \* P6 lOn the 30th day prior to the commencement of the initial quarterly dividend. {# ^* X" R. C }
period beginning on February 25, 2014, and on the 30th day prior to the first
6 e/ V3 m) ?, _; Q- c& _day of each subsequent quarterly dividend period (the initial quarterly
C% g: `# F; Z) f! R: _dividend period and each subsequent quarterly dividend period is referred to0 D" c( {; \! U+ |" f
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the+ ]$ Q0 X. `$ o: {9 R# @
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
; a3 F+ s l) C; [& _Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
9 ~' a& S0 B! i7 BT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days7 A$ h* _) g# r! l; W
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
" z- M' c' w+ a2 v1 O6 ydetermined on the 30th day prior to the first day of the applicable Quarterly2 d4 N( z- R) c$ a" e9 ~. J! G7 s
Floating Rate Period.
5 K' g3 H! X0 vS-5. t; W4 [9 d2 w) h8 @' m5 x
If the Board of Directors does not declare a dividend, or any part thereof, on
, z9 v# O8 o! l$ ?0 a; g/ u, `the Preferred Shares Series 19 on or before the dividend payment date for a5 W& A% H. t0 ]% O0 T4 J
particular quarter, then the entitlement of the holders of the Preferred
( V3 P8 x4 s+ W& W. vShares Series 19 to receive such dividend, or to any part thereof, for such
. w9 y, n$ \! V( A9 i5 g/ nquarter will be forever extinguished.
( K" E- X' X: z9 z3 ERedemption: Subject to the provisions of the Bank Act and to the prior consent of the/ r# z: p' t* n4 w' e
Superintendent and to the provisions described below under the heading
7 ^/ K9 T4 ~ i3 U/ x. w1 ^‘‘Details of the Offering — Certain Provisions of the Preferred Shares
) V* h- \+ y: F/ k7 E% m, [: d8 ~& I; bSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,' N, J' H; N! E
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
+ |6 c: B6 o2 J9 e4 l) dor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
+ g2 K! N& V. M, }: `1 ^option without the consent of the holder, by the payment of an amount in7 |" V+ m- S: A9 j( {
cash for each such share so redeemed of (i) $25.00 together with all declared3 f+ h5 r6 H3 b4 x% r
and unpaid dividends to the date fixed for redemption in the case of
5 O' a& s; Y6 y: l' y! A- Vredemptions on February 25, 2019 and on February 25 every five years9 U* b% ~$ F) F5 ]8 S3 Y `& [
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to2 P& y1 h( o6 ]% u( B7 o4 v
the date fixed for redemption in the case of redemptions on any other date
) h$ G0 u0 ^, O0 }' E. p5 j( b1 g8 Kon or after February 25, 2014.. E' y$ a9 U. k
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic2 \3 k @ k. |( o' w
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
! I; s& r" f, m) U. Wthe right, at their option, to convert, on February 25, 2019 and on6 Z* W2 d0 x Z9 a: z
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any! D( G+ H9 a. ?1 [, {6 h6 C
or all of their Preferred Shares Series 19 into an equal number of Preferred
! r1 U! w% d( k" t0 ?$ o! n5 EShares Series 18 upon giving to the Bank written notice thereof not earlier
! |+ |. d2 j! ]; U! L$ Dthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the+ n( f3 S8 a) J, E2 z
15th day preceding, a Series 19 Conversion Date." R, D+ }7 C' {6 U, H9 g7 a) g: z# I- Q3 w
Automatic Conversion If the Bank determines, after having taken into account all shares tendered, A; F0 u& B ^; `2 z6 h
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares- a) y4 w5 P% \& Z A% {
Series 18, as the case may be, that there would be outstanding on such( A5 e) A5 t: q9 X d9 Y
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,# K% J; M* X" ]
such remaining number of Preferred Shares Series 19 will automatically be! ~9 b' H5 S3 ]6 Y; P2 J. m% r3 W
converted on such Series 19 Conversion Date into an equal number of( O: H. | [9 `
Preferred Shares Series 18. Additionally, if the Bank determines that, after
& {( [3 O o$ O9 b9 [" bconversion, there would be outstanding on such Series 19 Conversion Date
# H& o2 C A6 Z+ @& ] pless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares# U0 H1 k8 R. g
Series 19 will be converted into Preferred Shares Series 18.4 x8 ^. q4 y; u! A; H
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
2 m2 T5 D$ y1 [; j$ p9 Y$ M4 @7 rSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
* \' K5 [: N/ Q$ ~3 rany meeting of the shareholders of the Bank unless and until the first time at
& c2 q H$ N) l' {9 @, G. Lwhich the Board of Directors has not declared the whole dividend on the
; t6 F! h L; e# @& X/ jPreferred Shares Series 19 in any quarter. In that event, subject as
) [: x) F. a* l9 W5 m/ U4 K0 Khereinafter provided, the holders of Preferred Shares Series 19 will be2 U* r9 a0 E0 R! } ]" V, ^& {
entitled to receive notice of, and to attend, meetings of shareholders at which2 t! s7 w: z& {
directors of the Bank are to be elected and will be entitled to one vote for
. L$ _ Q0 L! g" B$ l0 e2 |+ l2 beach Preferred Share Series 19 held. The voting rights of the holders of the
) C6 z6 k Q: ^9 Z1 cPreferred Shares Series 19 will forthwith cease upon payment by the Bank of) r3 h+ z3 q, e& |* _& @; _6 ?# E
the first dividend on the Preferred Shares Series 19 to which the holders are
* v5 ]1 G1 ]: k _entitled thereunder subsequent to the time such voting rights first arose until0 n0 D% j4 ~- F% v: s0 k) ?$ k5 V
such time as the Bank may again fail to declare the whole dividend on the3 U5 f! a5 z8 F1 }
Preferred Shares Series 19 in respect of any quarter, in which event such. ~! J4 A6 @4 ?
voting rights will become effective again and so on from time to time.
! E' p- V. h& N9 h2 fS-6
0 c/ L, F8 T1 RPriority: The preferred shares of each series of the Bank will rank on a parity with
- E( C. K" f+ C7 h3 f! f4 R: devery other series and are entitled to preference over the common shares of: T4 |! g' V1 v, ^; X
the Bank and over any other shares of the Bank ranking junior to the
3 n& Y+ ^* Z& h! d" ^* @- xpreferred shares with respect to the payment of dividends and upon any
) t' I/ H l+ Z6 bdistribution of assets in the event of the liquidation, dissolution or1 [5 W! Q k- q5 s0 z e
winding-up of the Bank.. n0 f4 {8 d r6 n3 ?3 ?2 o
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
1 \7 @& o. }* q5 k8 V6 a" f6 y8 PDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
0 l4 J/ I4 i$ l7 ~* ~7 o; M4 ?Series 18 and Preferred Shares Series 19 will not be required to pay tax on
4 ]# n, ]7 W1 q! sdividends received on such shares under Part IV.1 of such Act. |
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