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发表于 2008-11-29 16:58
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下面是BMO的: f; Y6 |; g/ [# C& \/ L e
SUMMARY OF THE OFFERING4 |2 a' D0 N7 c$ I" G. W
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’’.
) K2 j, E. B- |& t/ e+ f TIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
2 Y" u2 k4 t- {0 L" oAmount: $150,000,000 (6,000,000 shares).5 w+ _) d8 K# [8 I2 t
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
+ \% k/ d2 k% ]* P% e9 bPrincipal Characteristics of the Preferred Shares Series 18
t# d+ R& S- ?2 W+ `4 TDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
0 o5 \6 r6 W6 `( I4 fnon-cumulative preferential cash dividends, as and when declared by the, G4 O. K& |4 p- t/ x( A( m
Board of Directors, subject to the provisions of the Bank Act, for the initial) G! n- [, L: w h4 i g6 p5 |
period commencing on the closing date and ending on and including7 [" ^$ } _- o7 I
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
* ^: y/ O) k4 v d# _ L" U25th day of February, May, August and November in each year, at a rate
# w1 F' S7 U1 ~* c0 Q' |% Q: P2 Kequal to $0.40625 per share. The initial dividend, if declared, will be payable6 `/ @$ d) T* D7 R v
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing9 B" \; U% M1 A( s- `
date of December 11, 2008.1 W' L9 J0 U* Z# f, y
For each five-year period after the Initial Fixed Rate Period (each, a
) @, U' y# W" n# @2 G‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares( A4 t0 E: y* _: o2 d4 C
Series 18 will be entitled to receive fixed non-cumulative preferential cash/ H: Z$ G& @1 `; O1 A
dividends, as and when declared by the Board of Directors, subject to the
6 x' W: m, A% Lprovisions of the Bank Act, payable quarterly on the 25th day of February,
' b9 u2 {6 k! i# b+ ]May, August and November in each year, in the amount per share per annum
E- u( d/ @* o/ F9 x+ adetermined by multiplying the Annual Fixed Dividend Rate applicable to' Q8 f8 e8 \+ ?: C
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
7 a2 o# {, |; B. B% z* u1 nRate for the ensuing Subsequent Fixed Rate Period will be determined by the, q6 K" Q$ }+ W+ x3 K4 h8 S; C- k
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
8 b% l- a$ S/ p. v. \% H. z# ^of such Subsequent Fixed Rate Period and will be equal to the sum of the6 h S. d# R+ O* W
Government of Canada Yield on the applicable Fixed Rate Calculation Date! u. `* U$ N/ d+ H
plus 3.83%.
" g U2 E' W" Z% K) J6 kIf the Board of Directors does not declare a dividend, or any part thereof, on" i) D% R- A: m2 r# z4 d
the Preferred Shares Series 18 on or before the dividend payment date for a
8 q6 v$ Y" N( A$ M; k- Mparticular quarter, then the entitlement of the holders of the Preferred4 @* P# W- J- ?5 C+ Y% e3 _
Shares Series 18 to receive such dividend, or to any part thereof, for such5 z: R2 Z4 H; U9 A3 m. B) v
quarter will be forever extinguished.
5 k9 U4 H/ p: o0 i E1 cRedemption: Subject to the provisions of the Bank Act and to the prior consent of the! E$ _) t# x1 H: [: o. h: P. W( d8 R
Superintendent and to the provisions described below under ‘‘Details of the
: N* Q8 R7 p" e! j) NOffering — Certain Provisions of the Preferred Shares Series 18 as a
, \$ V+ W1 A2 t$ P' w, K9 p8 ], lSeries — Restrictions on Dividends and Retirement of Shares’’, on
( |" s3 U a) d& k( A/ pFebruary 25, 2014 and on February 25 every five years thereafter, on not% Q& N2 L/ }0 ~# ^
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
" S# c: x7 V# h% a( r& ~part of the then outstanding Preferred Shares Series 18, at the Bank’s option
) q& l* n0 N: Pwithout the consent of the holder, by the payment of an amount in cash for$ |$ Q f) B! B) F* {
each such share so redeemed of $25.00 together with all declared and unpaid2 \1 N. a7 q0 U1 u+ f
dividends to the date fixed for redemption.+ E0 X7 M6 S r
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic) E+ t( Z Q/ e+ I
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
* u0 x7 s+ Z( s; Kthe right, at their option, to convert, on February 25, 2014 and on. J# C& p6 ` Y" f' f
S-4$ b8 V! M- W; {. B% r
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any7 T/ \/ b+ I( w& F1 e3 o
or all of their Preferred Shares Series 18 into an equal number of Preferred( e: T# b% \1 l; z) [" p h4 |
Shares Series 19 upon giving to the Bank notice thereof not earlier than
y c' x$ f; U& O# L0 Y- I( {2 [" {30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day( n9 W) c) S$ j. N
preceding, a Series 18 Conversion Date.
/ H6 [8 Z2 A2 i) f7 Z! q& qAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
& z) Y$ k6 X- f' cProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
/ I' S/ Q- a+ e2 {$ @5 iSeries 19, as the case may be, that there would be outstanding on such5 a9 D5 A. E$ b, i6 g- Q; j
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,2 K7 l4 J' r# i" T
such remaining number of Preferred Shares Series 18 will automatically be% I2 Z w( W% U+ t9 O% O( K+ m [
converted on such Series 18 Conversion Date into an equal number of
7 s% e1 C5 d: p, x' A5 G/ `Preferred Shares Series 19. Additionally, if the Bank determines that, after1 i1 y; T4 z+ ~2 Z
conversion, there would be outstanding on such Series 18 Conversion Date" S+ X( c, M y8 U" C2 i
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares, U/ y+ x) m- g' g: y# u
Series 18 will be converted into Preferred Shares Series 19.) O7 p: t+ @' _* Z, d
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares0 e' V# s& y& L6 ~: V: }' I4 ^
Series 18 will not be entitled as such to receive notice of, attend, or vote at,3 {) j* S* q" {" G' q+ v9 X
any meeting of the shareholders of the Bank unless and until the first time at! I! a; ]. h) _* x* n; s% `
which the Board of Directors has not declared the whole dividend on the" x) x8 f4 x: v( G; _' X
Preferred Shares Series 18 in any quarter. In that event, subject as
4 ~" _: @$ b1 p ^: Uhereinafter provided, the holders of Preferred Shares Series 18 will be
6 T J( K% e( [8 f& {: |entitled to receive notice of, and to attend, meetings of shareholders at which
, y! h. T5 I6 {directors of the Bank are to be elected and will be entitled to one vote for5 r4 g4 h. E( d( `* n( D
each Preferred Share Series 18 held. The voting rights of the holders of the
! c( F& j9 B7 M/ o2 ]Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
( o+ O+ B b" y1 D" g2 jthe first dividend on the Preferred Shares Series 18 to which the holders are+ `2 g+ w+ h6 P& A1 E2 w# I4 g
entitled thereunder subsequent to the time such voting rights first arose until
* ~: [; T0 f9 {( _, n0 R( c; k. \such time as the Bank may again fail to declare the whole dividend on the3 C1 Q d8 ^8 |
Preferred Shares Series 18 in respect of any quarter, in which event such! T: s5 C0 A" g4 G$ W
voting rights will become effective again and so on from time to time.
% H% D) n7 t$ h! BPrincipal Characteristics of the Preferred Shares Series 19: p% C r/ x7 v8 \
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive- x8 Q' V* R7 Y J
floating rate non-cumulative preferential cash dividends, as and when+ Y; \* d" U S; \) b6 F
declared by the Board of Directors, subject to the provisions of the Bank Act,
e* F6 o2 V. ^" ^6 ypayable quarterly on the 25th day of February, May, August and November- g! c' }! u3 S2 T* j9 v2 }9 q7 }7 T9 O
in each year, in the amount per share determined by multiplying the
5 ~4 T# H3 W, G0 s. |applicable Quarterly Floating Dividend Rate by $25.00.
; K' U, m2 [2 s9 y: m3 w. A" X7 bOn the 30th day prior to the commencement of the initial quarterly dividend
, I; c, w8 N# z9 ^( ?! xperiod beginning on February 25, 2014, and on the 30th day prior to the first. {' m( a2 P2 Y- S8 Q- I
day of each subsequent quarterly dividend period (the initial quarterly+ j# M9 W2 @- q" V* X
dividend period and each subsequent quarterly dividend period is referred to
/ s$ h6 v7 Z7 D! f+ T/ w* `as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the5 g/ G2 f' s0 m4 M9 w- V
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
% q/ H; v* O! M) F% M! ]! k, KPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
6 }) t$ D0 l. u% ^. A( q# ~T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
; x( n* d1 }' ?2 Celapsed in the applicable Quarterly Floating Rate Period divided by 365)) |) B3 l* v% S) f
determined on the 30th day prior to the first day of the applicable Quarterly
( _2 w4 P2 E* y5 n* A2 y# aFloating Rate Period.9 o4 Y% P9 Y. S& T4 T8 n5 n; J) z
S-55 i3 i# L# j1 B5 I
If the Board of Directors does not declare a dividend, or any part thereof, on
" ~& x# Y5 R$ p+ E$ x( w3 z6 K% S8 mthe Preferred Shares Series 19 on or before the dividend payment date for a( i1 z- ~4 I5 g- c, a
particular quarter, then the entitlement of the holders of the Preferred
- s! F1 v4 q. j& o$ BShares Series 19 to receive such dividend, or to any part thereof, for such6 v# J! b1 l2 E- i1 T
quarter will be forever extinguished.
3 ]1 n i5 z' K+ b6 \. n' I/ YRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 z8 A+ @/ T* _, iSuperintendent and to the provisions described below under the heading* s( I! @1 e5 c$ e# M. t
‘‘Details of the Offering — Certain Provisions of the Preferred Shares5 V: y; B k9 r' j. n- O: h7 E1 u
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
' L4 E4 H y4 ^) ?7 e" x u9 Non not more than 60 nor less than 30 days’ notice, the Bank may redeem all
% L& W; O( m" f+ T7 a& f0 m& p2 dor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
4 d& N- f4 U: x6 f9 @# loption without the consent of the holder, by the payment of an amount in% Q% n, C- H: r6 _+ y
cash for each such share so redeemed of (i) $25.00 together with all declared- ]" Z* v# F- M5 M8 ?: t: r- S
and unpaid dividends to the date fixed for redemption in the case of- `2 b/ z6 ^! g' Z
redemptions on February 25, 2019 and on February 25 every five years: v. t% s; D% o- |, Q- `$ _
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
. T' C% Z9 c. |& b2 L3 Ithe date fixed for redemption in the case of redemptions on any other date
0 }5 y& h3 Z$ @4 A$ son or after February 25, 2014.
+ z8 y7 x2 e- d2 F! ?$ CConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic5 B$ B4 x( J( z( F) i( U
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have2 l6 ]2 d- ~2 W; B/ n# L
the right, at their option, to convert, on February 25, 2019 and on% ~9 q6 |% p$ j
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any, F& A( b# O3 T5 x% o
or all of their Preferred Shares Series 19 into an equal number of Preferred% m! t3 v+ r8 P. S0 p; H. `6 i
Shares Series 18 upon giving to the Bank written notice thereof not earlier
6 U" R" q3 z3 C _' Fthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
+ e* C- E% @0 c) v8 e4 X15th day preceding, a Series 19 Conversion Date.
' m" I1 F9 ?; U3 d* _1 |$ I4 s! gAutomatic Conversion If the Bank determines, after having taken into account all shares tendered& }* f* U* L2 J2 j6 d' G7 F
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares# E2 Z" u8 ~# ?
Series 18, as the case may be, that there would be outstanding on such' `8 K" y1 ^$ h+ [; j U/ z. B
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,. M( c+ x4 R7 I7 j/ C
such remaining number of Preferred Shares Series 19 will automatically be
; k$ O+ o& o \9 fconverted on such Series 19 Conversion Date into an equal number of. v1 _/ }/ b5 ^3 Q' W: Z; }
Preferred Shares Series 18. Additionally, if the Bank determines that, after2 [7 [) B4 I) r% s3 n+ ~
conversion, there would be outstanding on such Series 19 Conversion Date5 n' \1 C& H1 d
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares4 C3 `9 c- v7 A2 y7 P E
Series 19 will be converted into Preferred Shares Series 18.! f; a4 R, G. W6 L4 o* [" W7 K
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( z0 r6 u/ k% w" f2 h
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
% |/ x0 @. P8 ~# Tany meeting of the shareholders of the Bank unless and until the first time at
! U0 l" [) {2 E! c4 L( A" A; vwhich the Board of Directors has not declared the whole dividend on the
1 E: R8 V) a. X+ i0 kPreferred Shares Series 19 in any quarter. In that event, subject as
0 j" q0 I- j4 W/ z, Z ihereinafter provided, the holders of Preferred Shares Series 19 will be
( m- `3 G9 S3 H4 {2 p( v6 f* Bentitled to receive notice of, and to attend, meetings of shareholders at which4 _( u& G2 P& r4 V0 p& v! C1 {
directors of the Bank are to be elected and will be entitled to one vote for
' ~; ~( R" R/ l K* M6 S( }) oeach Preferred Share Series 19 held. The voting rights of the holders of the9 |( L' z9 u/ s4 X, ?* {/ I) F
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
$ s9 @3 h( H$ i3 l; Cthe first dividend on the Preferred Shares Series 19 to which the holders are
. j) b9 U5 x7 {- d- r4 R- Nentitled thereunder subsequent to the time such voting rights first arose until0 ]& p9 K7 }. w/ R) U. f2 v6 @" ^+ ]* Q
such time as the Bank may again fail to declare the whole dividend on the
2 W+ C( H& K$ D# s3 fPreferred Shares Series 19 in respect of any quarter, in which event such
, t- F, K& F6 k) o. Qvoting rights will become effective again and so on from time to time.
% W" Y* Y- X5 Y; v2 fS-6
" {2 ]) s' ?' |% [5 DPriority: The preferred shares of each series of the Bank will rank on a parity with
- ^9 U2 W' F/ K" Y* D+ Ievery other series and are entitled to preference over the common shares of
" ~7 M5 x0 j6 F- wthe Bank and over any other shares of the Bank ranking junior to the4 \- g1 t6 d8 h7 b- z0 T Y7 h
preferred shares with respect to the payment of dividends and upon any
. J3 q* @' m. cdistribution of assets in the event of the liquidation, dissolution or1 g% Y% _! a* I, s5 x
winding-up of the Bank.
. d; X z/ b1 r# p8 ]Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
$ T; z& b4 L/ { ?' t+ NDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares0 E, X! Z9 C( `; B6 R3 U3 u
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
& C% [- o$ e, |2 Zdividends received on such shares under Part IV.1 of such Act. |
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