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发表于 2008-11-29 16:58
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下面是BMO的:
5 I3 K+ _- s& mSUMMARY OF THE OFFERING6 f" e$ U8 Y4 d8 M
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’’.6 o& x3 D7 a M3 A9 @9 a+ {
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.# D- n, `& l, X# @
Amount: $150,000,000 (6,000,000 shares).
2 X5 s9 P$ \3 o) o; xPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
: U+ B7 Q8 `9 q) m# H, m( aPrincipal Characteristics of the Preferred Shares Series 18- Z$ U2 O1 M m7 P
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed* H( O$ @9 ^* }& c, h T
non-cumulative preferential cash dividends, as and when declared by the# L8 Y; C! ?/ b% ~6 j1 H
Board of Directors, subject to the provisions of the Bank Act, for the initial$ K# g, ^0 c/ O7 X& L; O/ n1 f
period commencing on the closing date and ending on and including
. n. Y+ X+ p, n4 @: s0 L- gFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
) B5 C; G8 T' Z- T25th day of February, May, August and November in each year, at a rate
P# b& C [8 f/ |# yequal to $0.40625 per share. The initial dividend, if declared, will be payable
) U+ X; j# Y/ r8 _' {May 25, 2009 and will be $0.73459 per share, based on the anticipated closing t% \5 V8 k5 I: h* H
date of December 11, 2008.
+ y* Y+ G" }% M8 a% I: v& OFor each five-year period after the Initial Fixed Rate Period (each, a+ I% q, \1 W) `8 j, o3 f! Y( ?3 y
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
0 ~2 I, D6 z/ f4 G+ B$ u/ NSeries 18 will be entitled to receive fixed non-cumulative preferential cash: E* R; ?0 g9 I$ X- U7 o, p
dividends, as and when declared by the Board of Directors, subject to the; p% x4 D+ `$ s. u7 t
provisions of the Bank Act, payable quarterly on the 25th day of February,
" F- R. a6 v* b/ wMay, August and November in each year, in the amount per share per annum/ r# `- b! i; O/ w5 @/ _7 A4 e
determined by multiplying the Annual Fixed Dividend Rate applicable to
/ c9 S# h( x* V0 P# ~% @$ usuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend/ U% u2 x% l8 U) ~& M
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
) z& A$ b: g+ u! G& HBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day6 g6 ?4 q/ a# B# _
of such Subsequent Fixed Rate Period and will be equal to the sum of the% o# D6 R0 T. c x( { O
Government of Canada Yield on the applicable Fixed Rate Calculation Date/ n, P, r3 x- W9 {
plus 3.83%.. G2 t& R. J0 |) g$ d; H7 ~3 |( t
If the Board of Directors does not declare a dividend, or any part thereof, on/ n4 J6 W" Y' a1 w6 U
the Preferred Shares Series 18 on or before the dividend payment date for a
+ @9 S1 \. ]9 j$ E: c: j3 \0 tparticular quarter, then the entitlement of the holders of the Preferred5 |! J% g9 [% i
Shares Series 18 to receive such dividend, or to any part thereof, for such
- u* k2 n4 n+ i4 u' V8 o9 pquarter will be forever extinguished.
6 c$ e6 f! d; b x& fRedemption: Subject to the provisions of the Bank Act and to the prior consent of the- h" B8 i( F% R, B
Superintendent and to the provisions described below under ‘‘Details of the
6 D0 I0 R G& C4 ?. J$ W( L* vOffering — Certain Provisions of the Preferred Shares Series 18 as a
' D. Y! b3 X; NSeries — Restrictions on Dividends and Retirement of Shares’’, on
5 d! ~4 n, i- I& a9 VFebruary 25, 2014 and on February 25 every five years thereafter, on not
a% Y9 ?8 @( g* i, Q6 d; dmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any7 Q( M+ c# |) E1 @
part of the then outstanding Preferred Shares Series 18, at the Bank’s option" @9 j+ H) C( V& D/ T! Y b" P3 e
without the consent of the holder, by the payment of an amount in cash for8 n. l6 S; z8 y2 r+ g
each such share so redeemed of $25.00 together with all declared and unpaid
! V: Y4 ]! b8 E7 ?, pdividends to the date fixed for redemption.: p- A5 Q0 U+ S
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic% a4 r- K3 v8 }3 h* V5 h; b5 ^
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have/ J% ^2 v% y ] g4 p. }0 U: T7 {
the right, at their option, to convert, on February 25, 2014 and on
" a- M+ P: R8 ~S-4+ @+ h* `% a; ]
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
# j/ P& e& ]/ D2 j d3 Jor all of their Preferred Shares Series 18 into an equal number of Preferred
6 {7 w; D9 `$ L7 d7 s# _- F( n5 FShares Series 19 upon giving to the Bank notice thereof not earlier than ]% |. g$ t# `" U# I1 H, |
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day7 P! s$ a j) W; h3 N
preceding, a Series 18 Conversion Date.' `4 q' k' p1 |2 B
Automatic Conversion If the Bank determines, after having taken into account all shares tendered/ f" S7 w( b. X0 w0 P
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
; r4 U) q" h) I0 w6 f: i" gSeries 19, as the case may be, that there would be outstanding on such& {3 ]' s8 ?2 M1 ~: G
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,+ p+ H* p, S; m% }9 Z* c
such remaining number of Preferred Shares Series 18 will automatically be2 B2 g8 A. W+ \3 g3 Q9 V
converted on such Series 18 Conversion Date into an equal number of* }% g2 o' h B+ S% I+ A
Preferred Shares Series 19. Additionally, if the Bank determines that, after1 _& l2 f2 f1 N, `' W4 k$ }/ e/ m& i
conversion, there would be outstanding on such Series 18 Conversion Date
) ]6 c1 ^5 j( C, ^* y( [3 b' sless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
/ a6 v% W' ]/ P) Z+ J6 q8 g `Series 18 will be converted into Preferred Shares Series 19. S) p! T/ a3 \! a) ~
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
4 c+ O/ T& _" ISeries 18 will not be entitled as such to receive notice of, attend, or vote at,2 N5 B" T |8 e9 z
any meeting of the shareholders of the Bank unless and until the first time at
& z# o( j' W1 Z1 cwhich the Board of Directors has not declared the whole dividend on the- K3 n2 K# Y* S0 g1 k1 E
Preferred Shares Series 18 in any quarter. In that event, subject as
# v9 _# Y. y* [' p7 ghereinafter provided, the holders of Preferred Shares Series 18 will be3 {1 H% z+ Z2 g# ~& M
entitled to receive notice of, and to attend, meetings of shareholders at which; t. t% S& E m4 F+ p9 a% L; ?6 t
directors of the Bank are to be elected and will be entitled to one vote for3 n' Y3 R& t6 y8 j4 u$ X( z. S
each Preferred Share Series 18 held. The voting rights of the holders of the- e. o) S0 G1 T( _, ]7 F
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of& V" {; H# T& I* v% g/ `2 q5 o
the first dividend on the Preferred Shares Series 18 to which the holders are
3 R5 _& }6 n* |( {1 dentitled thereunder subsequent to the time such voting rights first arose until
* P# \8 \: E( i; ]) osuch time as the Bank may again fail to declare the whole dividend on the( G' I$ b/ d* V, L1 A- f7 E
Preferred Shares Series 18 in respect of any quarter, in which event such2 a% \: |) N/ f; k4 ]. {* i
voting rights will become effective again and so on from time to time.6 u: i. V- r# M2 a
Principal Characteristics of the Preferred Shares Series 19. O, W4 _4 a$ N- k1 d4 r7 Z
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
B- Y; r. E) L1 E- zfloating rate non-cumulative preferential cash dividends, as and when
; ~! E ]/ t/ E. x$ bdeclared by the Board of Directors, subject to the provisions of the Bank Act,3 V+ p5 E0 Q7 I/ {* P0 l$ _/ x
payable quarterly on the 25th day of February, May, August and November' `0 d0 {' {/ b* l1 g8 J
in each year, in the amount per share determined by multiplying the
; d3 O( a0 |; l$ J; M9 gapplicable Quarterly Floating Dividend Rate by $25.00.6 K2 [9 Q4 o: X2 L
On the 30th day prior to the commencement of the initial quarterly dividend" Z" J% c0 T6 {' u
period beginning on February 25, 2014, and on the 30th day prior to the first% R- v E S' F0 N z$ o# r& X( A
day of each subsequent quarterly dividend period (the initial quarterly5 T: V. t- M% B1 n% v- d
dividend period and each subsequent quarterly dividend period is referred to) u7 o0 {; n! @/ y$ ]5 k D% ~# A3 d
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the0 `& e7 x! O7 H: x( }
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate. I- e7 B$ G" B3 l. w# z
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the w: v& F% e/ E7 O1 j' T
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days) R$ S7 y8 ~4 P
elapsed in the applicable Quarterly Floating Rate Period divided by 365)5 f1 M3 W8 b# Y6 \+ T
determined on the 30th day prior to the first day of the applicable Quarterly5 M: [ x/ b% V
Floating Rate Period.. l9 @: V# p9 {" }
S-58 H, e1 D3 K( F F
If the Board of Directors does not declare a dividend, or any part thereof, on2 {7 u0 W# _# G0 W" U
the Preferred Shares Series 19 on or before the dividend payment date for a
7 v) V, C; f' @4 _/ l" l9 t. ]$ H2 {particular quarter, then the entitlement of the holders of the Preferred
& ~$ A+ r- F% o( B$ [Shares Series 19 to receive such dividend, or to any part thereof, for such
: S" _. ~! @2 R8 _. B4 v* A" @* Uquarter will be forever extinguished.( a8 u- k% d/ z) ]
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
- e. b& q' w+ \" R* ]3 R7 DSuperintendent and to the provisions described below under the heading/ E* o' ?# M5 v$ Q) I* W; e* E& X% K
‘‘Details of the Offering — Certain Provisions of the Preferred Shares. d& A5 |- L# Q' y
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
& f# n/ L9 Q! b- Pon not more than 60 nor less than 30 days’ notice, the Bank may redeem all2 R1 S4 o0 I( e- z+ w: _
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s# g6 D4 e# g N; D4 n9 R! V
option without the consent of the holder, by the payment of an amount in" L/ i/ o% Y9 b
cash for each such share so redeemed of (i) $25.00 together with all declared
# d& A4 j, O- |4 _and unpaid dividends to the date fixed for redemption in the case of! w$ X+ F# P3 g/ d# j5 h3 x- I
redemptions on February 25, 2019 and on February 25 every five years2 U$ e8 [, N* z$ g8 P
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to9 g! F; k$ x; O. i) v$ G
the date fixed for redemption in the case of redemptions on any other date
5 ?$ s+ d3 p- h# Lon or after February 25, 2014.
( [+ ?8 k8 S n! fConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic' j4 e: H: o1 y( C$ x% Z& ^
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
8 S( ^2 t9 `" [& A2 B( rthe right, at their option, to convert, on February 25, 2019 and on
& E% N1 y% O' X: F. }February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any6 `* f9 F+ j1 n1 H4 w
or all of their Preferred Shares Series 19 into an equal number of Preferred: {, n. R5 `6 l! T
Shares Series 18 upon giving to the Bank written notice thereof not earlier
3 ^" s3 T, S. C& Fthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
# a5 L2 e+ h F4 t) |( M15th day preceding, a Series 19 Conversion Date.
1 k ~0 O2 e" F/ K, z7 ^9 m3 UAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
5 [1 u& C! ~) e- _Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares: ^6 K5 |! U; y/ u% _& R: l
Series 18, as the case may be, that there would be outstanding on such
, @4 B Q0 k rSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
/ T4 i( z# R9 ^+ I3 h" } `. E+ zsuch remaining number of Preferred Shares Series 19 will automatically be: n* Z7 D7 {2 w* v/ ~! ?, ~
converted on such Series 19 Conversion Date into an equal number of
0 \+ L T) ~/ Q; LPreferred Shares Series 18. Additionally, if the Bank determines that, after
& Q" ^! e+ f0 ]5 ^7 e# I; {4 `/ c" s- bconversion, there would be outstanding on such Series 19 Conversion Date/ J5 j1 g) B1 r! w' E ?
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
- S$ g+ Y. j. v) Z: u) e: ZSeries 19 will be converted into Preferred Shares Series 18.
4 ]0 {: x. m+ p# T. wVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
/ Q: n7 C9 }) ZSeries 19 will not be entitled as such to receive notice of, attend, or vote at,' e+ O' U& |+ z4 l% B2 Z, l8 W, t5 x
any meeting of the shareholders of the Bank unless and until the first time at' l" L' Q' J" k' T: B6 `
which the Board of Directors has not declared the whole dividend on the$ @/ O9 [# s0 c3 [8 I7 C3 ~) H0 y, S
Preferred Shares Series 19 in any quarter. In that event, subject as; h6 |% P( j& g, u
hereinafter provided, the holders of Preferred Shares Series 19 will be$ P- f: K S% K
entitled to receive notice of, and to attend, meetings of shareholders at which. Z7 a8 a" Z7 B ^- s
directors of the Bank are to be elected and will be entitled to one vote for
$ T7 E, F6 w5 R: M5 b# m& s: J2 peach Preferred Share Series 19 held. The voting rights of the holders of the" `% K4 {7 [! N# Z% P, }& N+ s
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of8 I/ G# }4 M/ C. U2 p7 c9 O
the first dividend on the Preferred Shares Series 19 to which the holders are. v( j; \ j4 y; S& v( e
entitled thereunder subsequent to the time such voting rights first arose until$ _( y. M0 C3 I/ U$ k4 d
such time as the Bank may again fail to declare the whole dividend on the3 t. ?/ T Q& q2 d, `9 z& s- C
Preferred Shares Series 19 in respect of any quarter, in which event such( T7 a& Z/ O: _0 W1 O
voting rights will become effective again and so on from time to time.
7 I6 a; i- k2 O9 P% ` ?: bS-69 Q6 C/ O( ?; n( p e5 [
Priority: The preferred shares of each series of the Bank will rank on a parity with) q/ y, W/ y% ?2 ^ ~) r) R7 |+ s
every other series and are entitled to preference over the common shares of- ^, h: }1 }0 Y) A6 m
the Bank and over any other shares of the Bank ranking junior to the
3 z' }8 b# O$ L5 Opreferred shares with respect to the payment of dividends and upon any
; d, b" h7 q$ `distribution of assets in the event of the liquidation, dissolution or
6 y0 M! f7 v: Cwinding-up of the Bank.
0 a" x& ]1 ~- w' n" q; n+ b) t' NTax on Preferred Share The Bank will elect, in the manner and within the time provided under$ t; ]+ ^0 O! Z6 Y$ f- i( y1 ]
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares+ d1 A" f# y: ?
Series 18 and Preferred Shares Series 19 will not be required to pay tax on* C f2 Y6 g) H* i7 {
dividends received on such shares under Part IV.1 of such Act. |
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