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发表于 2008-11-29 16:58
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下面是BMO的:
0 ?9 X7 i4 r3 s. d6 ~' D! tSUMMARY OF THE OFFERING
1 ] i2 p% b# V. N% [- T' mThis 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’’.
: x2 i0 J6 n0 X+ |! {3 j& xIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
) C$ y' Q1 A8 x+ K: K5 o9 H- `5 ]Amount: $150,000,000 (6,000,000 shares).! {' W9 y) `* @6 q) M* Y3 ?
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
& Y0 f2 {- `: [0 [" k& UPrincipal Characteristics of the Preferred Shares Series 18
" f0 x D8 }6 T* P4 QDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed" }- f/ r' v2 p' H
non-cumulative preferential cash dividends, as and when declared by the* k% R8 R3 |( p( Q5 z1 C
Board of Directors, subject to the provisions of the Bank Act, for the initial
% _( u* v }" operiod commencing on the closing date and ending on and including4 f2 W" W0 b/ L4 X
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the. a7 b1 M, U; {' t
25th day of February, May, August and November in each year, at a rate \ E) k$ k. L( s0 ~3 E
equal to $0.40625 per share. The initial dividend, if declared, will be payable
. P Q8 ?1 B, t9 d/ T" pMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing: k. \' G1 h5 w
date of December 11, 2008.
0 d1 B/ O( y5 G1 `2 ~3 EFor each five-year period after the Initial Fixed Rate Period (each, a6 e* T* g: M8 L0 |4 M, O! g
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
0 W6 ?, d+ v0 U- Q0 }0 s; uSeries 18 will be entitled to receive fixed non-cumulative preferential cash
0 {! G7 Y/ N; {) w+ E) v- Zdividends, as and when declared by the Board of Directors, subject to the
' ]% u2 o! h# ?# T5 Uprovisions of the Bank Act, payable quarterly on the 25th day of February,& R5 j T' {' b7 o. p( E7 n
May, August and November in each year, in the amount per share per annum8 ~ o: ]0 g' u
determined by multiplying the Annual Fixed Dividend Rate applicable to5 ?1 u7 F3 e" `& c U# s4 J0 H( A7 g, g6 B
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
6 E* P5 [8 H" \% P& h0 xRate for the ensuing Subsequent Fixed Rate Period will be determined by the
( b* B( O; D; W# c) dBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day$ d9 V! X! ^6 M* R% ^0 t
of such Subsequent Fixed Rate Period and will be equal to the sum of the
. M7 ]+ m3 k1 P4 T# I/ VGovernment of Canada Yield on the applicable Fixed Rate Calculation Date6 v( U. q4 P+ [3 _# T* b, V9 V
plus 3.83%., ~" _9 C- Z' E: U' O9 b6 U
If the Board of Directors does not declare a dividend, or any part thereof, on* \/ Z* b4 _* Z* R' d w+ B
the Preferred Shares Series 18 on or before the dividend payment date for a
; T( f' {. w' h* gparticular quarter, then the entitlement of the holders of the Preferred
6 g% U) G' _& fShares Series 18 to receive such dividend, or to any part thereof, for such d: |- ?$ g" M
quarter will be forever extinguished.8 E. q) }7 q N8 T
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
% z4 T( ?/ `/ @# e2 |0 T5 dSuperintendent and to the provisions described below under ‘‘Details of the6 A4 D" {4 H* @5 Y4 V( M8 o9 _
Offering — Certain Provisions of the Preferred Shares Series 18 as a
G, {4 i' }& e1 w. }Series — Restrictions on Dividends and Retirement of Shares’’, on
5 R1 Q8 n* J G" IFebruary 25, 2014 and on February 25 every five years thereafter, on not
$ I. i: B Q9 ?; gmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
6 V( x+ `+ Y9 L( j" rpart of the then outstanding Preferred Shares Series 18, at the Bank’s option8 [3 c( y4 e9 m6 [6 r- k6 x
without the consent of the holder, by the payment of an amount in cash for4 ?0 B0 w4 c. @8 z1 }
each such share so redeemed of $25.00 together with all declared and unpaid7 b4 R% _' E! b5 o' ~% Y+ Z$ |
dividends to the date fixed for redemption.
4 v1 ~* ?1 D( p# V8 fConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
0 I$ l, B. _: e1 e) n: Y- ~ pShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have$ g3 d0 D/ A) O$ S% [2 \
the right, at their option, to convert, on February 25, 2014 and on& v) R8 I$ ]7 c& T
S-41 b1 V E- ^" N8 d8 G+ K. j
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
6 Y" g8 I% `8 P" E# [or all of their Preferred Shares Series 18 into an equal number of Preferred
$ @; M7 ?; A0 j+ v$ f1 kShares Series 19 upon giving to the Bank notice thereof not earlier than
! T) k R8 `2 r% h2 O: m7 A30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
$ C, N. |7 c" G, Y; y. Lpreceding, a Series 18 Conversion Date.
3 r+ Z" s& Y0 m7 ]/ o8 AAutomatic Conversion If the Bank determines, after having taken into account all shares tendered. e* b& C# L0 r; |) e5 V2 L. a, b( [ P1 F
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares. V1 D" Z1 ]2 a/ g! j
Series 19, as the case may be, that there would be outstanding on such3 m! {% p- J8 h4 A3 i9 k
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,3 l+ O% w; r2 n/ P! a* G* p/ t- m
such remaining number of Preferred Shares Series 18 will automatically be
" v, f2 ]; T+ F9 Qconverted on such Series 18 Conversion Date into an equal number of
! p( |& w# x, ~: B$ w$ bPreferred Shares Series 19. Additionally, if the Bank determines that, after" S" k$ V! l+ u( Z5 G d1 S
conversion, there would be outstanding on such Series 18 Conversion Date* G! w) R- `! n
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
# Z4 ^2 S, V# [6 O0 z. ^! }Series 18 will be converted into Preferred Shares Series 19.3 ~: i: X1 D! M0 z% Z: U) z% f' ?" I9 O
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
, n4 d2 h( U8 O$ N# Q2 j( [ FSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
" k. ]+ M/ ^4 jany meeting of the shareholders of the Bank unless and until the first time at
, x2 `/ a" m$ awhich the Board of Directors has not declared the whole dividend on the% s5 s% P+ @, c0 A/ p" \; g
Preferred Shares Series 18 in any quarter. In that event, subject as
$ R# x8 a# A7 T4 j* shereinafter provided, the holders of Preferred Shares Series 18 will be" j E6 w e0 n: Z
entitled to receive notice of, and to attend, meetings of shareholders at which! }$ L3 k% m4 E/ n9 b& G! u
directors of the Bank are to be elected and will be entitled to one vote for
3 P1 v3 P1 h9 a. d5 }each Preferred Share Series 18 held. The voting rights of the holders of the% G# y+ | p! I5 M
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of* t) T4 `( |; |+ t/ Y; Y
the first dividend on the Preferred Shares Series 18 to which the holders are' T7 V- D( Y: j& Z+ Z6 Q
entitled thereunder subsequent to the time such voting rights first arose until
) F5 G5 F& \, Esuch time as the Bank may again fail to declare the whole dividend on the% L/ w3 }7 C% Z/ V6 [3 J& s% d
Preferred Shares Series 18 in respect of any quarter, in which event such( f$ K4 i3 |9 t/ `/ P# ~: W+ h
voting rights will become effective again and so on from time to time.
& V8 R. o. E6 z+ l% PPrincipal Characteristics of the Preferred Shares Series 19
1 a) h7 w8 M) c" q' a1 |% ODividends: The holders of the Preferred Shares Series 19 will be entitled to receive4 }" ]1 v+ n$ g" { t" c: z
floating rate non-cumulative preferential cash dividends, as and when
! P( K/ F0 R4 [declared by the Board of Directors, subject to the provisions of the Bank Act,1 T3 Y- c8 v0 k; X* q" z% N
payable quarterly on the 25th day of February, May, August and November
5 p' [' v' V! ~% b1 s: h) ein each year, in the amount per share determined by multiplying the- ?% E/ j' i0 Q& A6 D- `, b
applicable Quarterly Floating Dividend Rate by $25.00." X. x" S7 J' p% y+ |
On the 30th day prior to the commencement of the initial quarterly dividend
4 Q8 v- r7 N1 u3 O" lperiod beginning on February 25, 2014, and on the 30th day prior to the first/ K/ H' s A0 ^; d- J5 C
day of each subsequent quarterly dividend period (the initial quarterly
+ V9 d4 q+ a9 Hdividend period and each subsequent quarterly dividend period is referred to
. a3 B6 T7 m q/ F5 v! Ias a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the' \! U0 X7 u9 h. g1 o6 Q
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
9 H; s' m2 M2 J; VPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
# s" O$ D* T. XT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days9 d0 W F5 b# _0 _
elapsed in the applicable Quarterly Floating Rate Period divided by 365). f# x2 y+ O i' S: ^3 h
determined on the 30th day prior to the first day of the applicable Quarterly- S* d6 ~- U7 E a+ H& m3 q
Floating Rate Period.
# L6 s0 ~& F; x& AS-5
: Z% `' ]: |' i1 s9 z4 A4 DIf the Board of Directors does not declare a dividend, or any part thereof, on
. |5 |& ~/ X I& l+ u& v" |% lthe Preferred Shares Series 19 on or before the dividend payment date for a
6 a$ O' z5 I( o9 Pparticular quarter, then the entitlement of the holders of the Preferred2 p( P& z, L0 e5 ~) x+ U& f0 A0 E
Shares Series 19 to receive such dividend, or to any part thereof, for such
; z* H6 r+ }$ `& J vquarter will be forever extinguished.6 y* q# f6 J# y; e5 D
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
9 V" X* y% y- f; R% V+ jSuperintendent and to the provisions described below under the heading
4 C. O2 Z* ^& x' a, f% t‘‘Details of the Offering — Certain Provisions of the Preferred Shares( O0 I- k0 _0 m. g
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
, ?: K; t2 ~9 C! F, Eon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
7 B0 D5 x! s& Y7 T4 l A- r8 w( Lor any part of the then outstanding Preferred Shares Series 19, at the Bank’s( c. N$ N& \# ?
option without the consent of the holder, by the payment of an amount in2 L! h* @. P, O4 a+ U" U7 F
cash for each such share so redeemed of (i) $25.00 together with all declared
: m, _9 p+ i5 o: w. p+ @' q7 \5 \8 `and unpaid dividends to the date fixed for redemption in the case of$ j* x9 l0 Q# p5 J
redemptions on February 25, 2019 and on February 25 every five years
' F* c4 ]6 u4 X- a1 d3 gthereafter, or (ii) $25.50 together with all declared and unpaid dividends to( |- Z( v# O7 X
the date fixed for redemption in the case of redemptions on any other date
" {# a- \, ~+ O7 c- l" oon or after February 25, 2014.
7 b/ d5 V/ }9 o7 S% B7 RConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
4 t+ n0 m" D) v3 GShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
, k% }- K, E( X# U9 s! P, lthe right, at their option, to convert, on February 25, 2019 and on
6 u; f. e- C9 p" |February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any4 [, ^% N Y/ C* u+ ~
or all of their Preferred Shares Series 19 into an equal number of Preferred7 }+ O1 }5 k. w H9 M
Shares Series 18 upon giving to the Bank written notice thereof not earlier/ D; s$ Z: ~7 ~8 `. F5 n
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
# }/ l4 q r6 H) u( @; `- F$ G15th day preceding, a Series 19 Conversion Date.
: ?: y8 j# p6 i2 EAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
: A( Q8 }+ d9 G" U" q: ]2 }4 a" UProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
- P' F; n" O( ]% ySeries 18, as the case may be, that there would be outstanding on such5 ^. h7 V$ x0 Q$ A
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
. O( O x- W+ v& a6 Qsuch remaining number of Preferred Shares Series 19 will automatically be! n$ f4 ?+ A+ L s- K
converted on such Series 19 Conversion Date into an equal number of
* q9 g( g8 P/ g& Z U/ |- ?1 P& hPreferred Shares Series 18. Additionally, if the Bank determines that, after
5 r& h4 T$ ~' ]/ Dconversion, there would be outstanding on such Series 19 Conversion Date8 v0 X' ]5 S1 A! f8 q- b
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares( T/ C) R; {! g- Z; w3 `
Series 19 will be converted into Preferred Shares Series 18.4 M5 ]0 W9 _. W0 m j9 A" }6 u, `; D
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares1 S* w3 {2 ^, |0 C$ r( ~8 [8 A5 }" b# N7 ?
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
6 k1 b3 @( p& A4 e9 s! ~any meeting of the shareholders of the Bank unless and until the first time at/ m& f8 J3 K: K; e$ Q) W
which the Board of Directors has not declared the whole dividend on the
/ K- Q# @" N2 c dPreferred Shares Series 19 in any quarter. In that event, subject as
0 W; r/ e& m# ]- R! P' g) r: J3 i6 J! Thereinafter provided, the holders of Preferred Shares Series 19 will be/ V4 p+ O5 B9 j
entitled to receive notice of, and to attend, meetings of shareholders at which
. W" H0 V8 D* Z- Fdirectors of the Bank are to be elected and will be entitled to one vote for
7 t$ O0 L# k, u9 @( oeach Preferred Share Series 19 held. The voting rights of the holders of the
( y2 { A4 H, i# f5 b p2 M* x T: FPreferred Shares Series 19 will forthwith cease upon payment by the Bank of$ v# i' ~$ U: @) Z6 C* X! m1 x
the first dividend on the Preferred Shares Series 19 to which the holders are+ e, o+ s5 o! R* p5 y2 p2 [+ a
entitled thereunder subsequent to the time such voting rights first arose until
) ~* f% V( [! Y9 Gsuch time as the Bank may again fail to declare the whole dividend on the
, F$ j. ^$ o+ @, RPreferred Shares Series 19 in respect of any quarter, in which event such* u0 M" `2 Z2 B
voting rights will become effective again and so on from time to time.4 [- \* z; o% P2 f ~( B1 Q0 l [4 C# m
S-6
+ ^4 F. c% m$ @: F" R DPriority: The preferred shares of each series of the Bank will rank on a parity with4 X; l: p E, |. C
every other series and are entitled to preference over the common shares of8 ]9 Q X2 h7 z: n- ]. D/ V
the Bank and over any other shares of the Bank ranking junior to the; {$ r1 t7 H, k9 t% P/ K
preferred shares with respect to the payment of dividends and upon any
" O3 D' U( n# Gdistribution of assets in the event of the liquidation, dissolution or
% R a+ p! y8 a5 ?. ]. j$ W, ]winding-up of the Bank.
0 {5 U+ w$ A1 ~7 r' G# }Tax on Preferred Share The Bank will elect, in the manner and within the time provided under* X8 I: i v3 S% Q d# @+ B1 _( X
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
" |$ M3 ~$ Y2 O7 u. E6 BSeries 18 and Preferred Shares Series 19 will not be required to pay tax on7 l" X: @) Z o( H* @
dividends received on such shares under Part IV.1 of such Act. |
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