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发表于 2008-11-29 16:58
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下面是BMO的:1 f. B1 Q, S' U1 T" d
SUMMARY OF THE OFFERING
$ h$ ~" D3 i* M- X# }' l1 CThis 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’’. H- a/ T- e# p0 h P0 w
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.2 J: O* t4 s( ~5 R
Amount: $150,000,000 (6,000,000 shares).
3 Y, k- f9 p D9 A I( @Price and Yield: $25.00 per share to yield initially 6.50% per annum.
4 G" |- z# b$ j$ j* l. m( N# ZPrincipal Characteristics of the Preferred Shares Series 181 |; Z! o; c' {1 x1 L
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed* z: G8 f- P/ q( o+ o* C; j6 H9 k
non-cumulative preferential cash dividends, as and when declared by the: U- \3 H$ T- d4 P, U
Board of Directors, subject to the provisions of the Bank Act, for the initial
j. _! T- G% |* p5 Mperiod commencing on the closing date and ending on and including6 p+ R0 Z" k% b( S/ I
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
: U, u, I* c& A25th day of February, May, August and November in each year, at a rate
) Z- O+ G+ H, D7 M$ Dequal to $0.40625 per share. The initial dividend, if declared, will be payable
1 Z1 m# [2 v0 ~: U E8 }' hMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing' d! i5 t% Z, ?% x$ k: F
date of December 11, 2008.0 N& Y3 U: Z% [
For each five-year period after the Initial Fixed Rate Period (each, a
- r$ Z& k1 ~6 p4 A‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
) C3 I4 @9 J( u2 Z& t$ u& w6 SSeries 18 will be entitled to receive fixed non-cumulative preferential cash9 s- h" |* ~/ p7 R
dividends, as and when declared by the Board of Directors, subject to the
- b) w/ S9 V. W% Eprovisions of the Bank Act, payable quarterly on the 25th day of February,
; G$ A5 [, J3 Y) j$ bMay, August and November in each year, in the amount per share per annum1 U5 l+ B& ]. H% y; ` |4 ?& T
determined by multiplying the Annual Fixed Dividend Rate applicable to
5 q7 N( k5 ~7 {! w/ `such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend1 G/ n! g$ h2 c) S) `# H
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the7 s; O+ `% M8 {: y
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day7 r$ ?, N8 z" q/ @$ z: A
of such Subsequent Fixed Rate Period and will be equal to the sum of the9 e s* x! {7 Y0 U& x+ E# p
Government of Canada Yield on the applicable Fixed Rate Calculation Date
- \3 \6 H& H+ Cplus 3.83%.- H b% V6 G6 t
If the Board of Directors does not declare a dividend, or any part thereof, on
- `- _" Y0 |/ k. _5 r I* P2 r4 ethe Preferred Shares Series 18 on or before the dividend payment date for a2 u: i T4 `8 ]! Z
particular quarter, then the entitlement of the holders of the Preferred
7 `6 [9 e; T% R, j0 J' e4 p! pShares Series 18 to receive such dividend, or to any part thereof, for such7 Q2 Z+ J2 c9 b4 ]% }
quarter will be forever extinguished." G" {2 b- B' G% \, S# z( b
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
9 l2 q' D3 N; u* ~: CSuperintendent and to the provisions described below under ‘‘Details of the8 h% K" D: P E
Offering — Certain Provisions of the Preferred Shares Series 18 as a
) q! C9 [0 a- A8 b: d5 k" w, }" uSeries — Restrictions on Dividends and Retirement of Shares’’, on9 i# H( m, J j& l% u
February 25, 2014 and on February 25 every five years thereafter, on not
# Q- z! X6 F5 e. G- zmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
7 D+ l! b; J! x9 f6 T5 c8 Hpart of the then outstanding Preferred Shares Series 18, at the Bank’s option8 g1 m+ |& r S. S- R9 b- j0 e
without the consent of the holder, by the payment of an amount in cash for+ `2 J3 A9 {' F1 K. ] G3 Z( Z
each such share so redeemed of $25.00 together with all declared and unpaid# r5 N) F! V" _$ {/ t
dividends to the date fixed for redemption.
2 q$ G5 W8 A7 h, s9 s5 DConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
5 f- J8 x- q( e! h1 ~: CShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have2 N9 S8 ?) ~; t. Z
the right, at their option, to convert, on February 25, 2014 and on
* \ m7 s/ I% t7 b: oS-4
5 Y/ g8 }& V/ Q! U/ w0 Z$ JFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
& ~/ p1 D$ U0 E$ b: Bor all of their Preferred Shares Series 18 into an equal number of Preferred
" b* k% }4 a$ ]- ?% j8 \5 EShares Series 19 upon giving to the Bank notice thereof not earlier than
/ ], q2 J9 M+ O30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day& h# x; [" e! J9 G/ v1 F: Y$ Q
preceding, a Series 18 Conversion Date.; O" w0 M3 g K* P+ ^3 u) g. `
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
, \ g2 @6 T' FProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares/ k- E7 v( P {
Series 19, as the case may be, that there would be outstanding on such
& \% t# O8 Z/ k* |! TSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,5 d; F" } |3 [2 G% u( ~' n. T
such remaining number of Preferred Shares Series 18 will automatically be2 |: }6 @+ D4 w$ N6 l
converted on such Series 18 Conversion Date into an equal number of
% M) K u! G7 k4 I7 M& ^ _Preferred Shares Series 19. Additionally, if the Bank determines that, after8 O- f% T6 ^) q
conversion, there would be outstanding on such Series 18 Conversion Date
h. x Q# @5 c2 j" `less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares, F9 E F( B4 G! Z7 V
Series 18 will be converted into Preferred Shares Series 19.+ H" T4 g2 L. G& a( {, I7 q
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 t. j3 L' r5 m2 @6 m* [0 m
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
' _7 y M; o" X( ~any meeting of the shareholders of the Bank unless and until the first time at$ I; X4 C) u# S8 v/ v+ s
which the Board of Directors has not declared the whole dividend on the3 w$ X) ]: L6 Z: b
Preferred Shares Series 18 in any quarter. In that event, subject as
% F! b: ?. n" Z ?. P7 |# f; khereinafter provided, the holders of Preferred Shares Series 18 will be
2 n6 R* s. i# ? oentitled to receive notice of, and to attend, meetings of shareholders at which
, o2 d/ i. m1 ^3 J8 ydirectors of the Bank are to be elected and will be entitled to one vote for
9 ~5 y& c$ f: }each Preferred Share Series 18 held. The voting rights of the holders of the4 S) R& o2 u2 G
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of6 f. @4 G4 E; \' c5 r" H6 {
the first dividend on the Preferred Shares Series 18 to which the holders are
4 @5 ~ a) ]. B+ ~. Aentitled thereunder subsequent to the time such voting rights first arose until
2 \3 S* u) a$ L2 M9 Ysuch time as the Bank may again fail to declare the whole dividend on the
" Z5 [$ v" C1 m$ q& `. ^Preferred Shares Series 18 in respect of any quarter, in which event such, z) Q. @- y5 m. t5 L N6 j: w
voting rights will become effective again and so on from time to time.
! T7 u' {# Y$ e. K- z+ n+ lPrincipal Characteristics of the Preferred Shares Series 19
3 p7 O' e% }: M2 l7 c3 {% ^( J3 c) PDividends: The holders of the Preferred Shares Series 19 will be entitled to receive# j3 y, i( u) ^6 |2 ` Z
floating rate non-cumulative preferential cash dividends, as and when! G0 F; B( o) T: h; q
declared by the Board of Directors, subject to the provisions of the Bank Act,$ g% I3 p3 G, H& b# Q6 {
payable quarterly on the 25th day of February, May, August and November
( T6 ~/ C5 J# {" l4 t! h( Yin each year, in the amount per share determined by multiplying the2 V/ N8 A! q9 m3 U. ]
applicable Quarterly Floating Dividend Rate by $25.00.4 X. N% b* R+ Q0 b3 {& ?
On the 30th day prior to the commencement of the initial quarterly dividend
5 O$ G* e) J3 v: X( M/ {. Yperiod beginning on February 25, 2014, and on the 30th day prior to the first! O/ U. v: A0 o! Q K8 O/ V
day of each subsequent quarterly dividend period (the initial quarterly! h/ i8 q; C9 i3 Q. {2 s1 d
dividend period and each subsequent quarterly dividend period is referred to
& m; v. F$ _0 W5 i J$ k0 Mas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the+ x, n; |* `* L3 a
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
' `' L" n+ g# J7 u# I8 S) dPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the7 q! k; M* T; b! e. k% J# `$ L
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
$ j6 _" ~% T, e) [7 Eelapsed in the applicable Quarterly Floating Rate Period divided by 365)5 j( z5 ^' J- C
determined on the 30th day prior to the first day of the applicable Quarterly4 v; P* x. ~8 z/ h
Floating Rate Period.9 }6 W, s9 }. T6 j w/ N
S-5
, A9 f9 O9 j7 E8 Y; cIf the Board of Directors does not declare a dividend, or any part thereof, on
# i- ~+ ?/ U, ~8 \! V- |* z3 B: othe Preferred Shares Series 19 on or before the dividend payment date for a: _! I+ W. e! \/ j3 O. K0 v2 d* j$ u1 M
particular quarter, then the entitlement of the holders of the Preferred
) E6 _* U" d/ s$ n" \* q# ]Shares Series 19 to receive such dividend, or to any part thereof, for such* r3 R' i" w) r) F! T8 w" _7 S
quarter will be forever extinguished.! S+ c( K) a2 j. i; C1 B( t
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the. z6 [" |" L3 P( [
Superintendent and to the provisions described below under the heading& l, F3 d0 _# @ M
‘‘Details of the Offering — Certain Provisions of the Preferred Shares. X. f0 R: ` Z- n: M, H
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,' F* V8 E% F2 \: G, `4 S& E9 o3 y6 b+ k
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all# _% e9 ?4 Q2 q3 X1 Q- J' K
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
3 T& O( O- p. f2 c% @option without the consent of the holder, by the payment of an amount in' u. ^/ X8 [/ v4 v+ j, t! |1 l
cash for each such share so redeemed of (i) $25.00 together with all declared0 ?6 s4 m2 b8 l8 M' E
and unpaid dividends to the date fixed for redemption in the case of
. q. N" O& a( U& p xredemptions on February 25, 2019 and on February 25 every five years
5 e! s6 [0 ^- F$ sthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
% U* t1 ]( w$ u7 n2 K1 y* gthe date fixed for redemption in the case of redemptions on any other date
: L _6 c9 o. zon or after February 25, 2014.3 O6 I" |9 w4 B5 k: ]
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic0 G/ _) u$ }/ P0 j5 y3 g' W% ?- q
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
% d8 ] |4 Z x$ N! {the right, at their option, to convert, on February 25, 2019 and on3 h9 w; N1 u' k" R# K/ [; v
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any# j8 s& |- W" g+ S2 u& d
or all of their Preferred Shares Series 19 into an equal number of Preferred
+ u2 y' {; s1 P! ~- p1 FShares Series 18 upon giving to the Bank written notice thereof not earlier3 a0 j( X, C7 E! e1 d" t& A
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
( v8 ^, l; d1 s0 i15th day preceding, a Series 19 Conversion Date.
$ H# v" V& Y( mAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
1 r6 t' Q9 y( v. [+ _$ {* O1 bProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares0 x$ {0 ~8 F/ I$ N G7 k
Series 18, as the case may be, that there would be outstanding on such# m7 F6 x& Z0 h! s1 {
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,5 p2 _# C1 w5 Z
such remaining number of Preferred Shares Series 19 will automatically be
3 V; n0 `: V7 C) Gconverted on such Series 19 Conversion Date into an equal number of
3 d$ D! `! p) e9 |5 S6 R8 ^Preferred Shares Series 18. Additionally, if the Bank determines that, after
6 N2 f. I# ?' D3 Y5 d1 lconversion, there would be outstanding on such Series 19 Conversion Date
4 u" D1 E6 D" @: ] aless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares5 Y9 ~4 \: H6 {( Q% B8 M; h, k
Series 19 will be converted into Preferred Shares Series 18.0 ~' O1 e* @7 g% ~
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares3 s7 Q( s7 S: N# U5 _3 e4 b6 m, I
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
, l+ g+ x! F1 g& A7 {+ yany meeting of the shareholders of the Bank unless and until the first time at. u m8 X+ B& B& l9 j/ i) y
which the Board of Directors has not declared the whole dividend on the
6 n5 [" L! m8 y. _4 m* C+ [Preferred Shares Series 19 in any quarter. In that event, subject as
9 p& O: r( U5 b: Qhereinafter provided, the holders of Preferred Shares Series 19 will be
2 I2 G7 e4 I/ i3 ^% f0 h( U4 ` z6 tentitled to receive notice of, and to attend, meetings of shareholders at which
! Z$ X! m) V) P; ]% Udirectors of the Bank are to be elected and will be entitled to one vote for
* |7 @! H; A% N% R% m" R Seach Preferred Share Series 19 held. The voting rights of the holders of the9 w5 E% C N/ d) U8 O$ ]
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
" v1 Q& R3 g( q+ F2 g0 Athe first dividend on the Preferred Shares Series 19 to which the holders are
6 p9 {1 W2 j) _1 Z- Eentitled thereunder subsequent to the time such voting rights first arose until
+ J) ^$ P- g9 S& P' \6 |% Ksuch time as the Bank may again fail to declare the whole dividend on the
9 m- A3 R3 w0 j; j7 V x1 D1 TPreferred Shares Series 19 in respect of any quarter, in which event such
& j6 w" `( s7 Zvoting rights will become effective again and so on from time to time.- x9 A/ {9 ?* R4 g7 s$ m
S-6( E7 g% a$ f9 o& R, ?- \+ L; F
Priority: The preferred shares of each series of the Bank will rank on a parity with
! p4 s. b/ G0 `2 _/ pevery other series and are entitled to preference over the common shares of" r+ @3 T$ \* S. w+ Y
the Bank and over any other shares of the Bank ranking junior to the! w! j6 r- ?2 ~, R4 c' `
preferred shares with respect to the payment of dividends and upon any# l, J6 n6 k9 P' q$ p
distribution of assets in the event of the liquidation, dissolution or3 Q) o% X9 G+ z9 T( D
winding-up of the Bank.- x* c1 y! y% N1 B6 q
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under6 N! E8 O0 \; m' o% u8 l4 I
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
S8 c7 { b/ _1 _Series 18 and Preferred Shares Series 19 will not be required to pay tax on C$ }: d8 P6 X7 H; z- ?* `0 f% j
dividends received on such shares under Part IV.1 of such Act. |
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