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下面是BMO的:
- P6 |0 @$ m/ r5 }: |* G4 H+ KSUMMARY OF THE OFFERING6 ^+ @1 p: c5 w1 U' q7 _
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’’.3 ]8 z& A0 r* `- O8 {
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.# T* O% N$ H7 x/ a; v
Amount: $150,000,000 (6,000,000 shares).
# f" {# [8 {9 Z0 CPrice and Yield: $25.00 per share to yield initially 6.50% per annum.1 X) Q, S) w+ b8 @* x$ ~' U6 v
Principal Characteristics of the Preferred Shares Series 18
9 V" W$ n9 I7 M" `7 ]4 jDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
* O* S- b; L: Q! N. s1 p) Enon-cumulative preferential cash dividends, as and when declared by the
* N1 E/ q) L3 V1 T1 X0 P+ QBoard of Directors, subject to the provisions of the Bank Act, for the initial, z- }2 z( x3 M/ {% \; B
period commencing on the closing date and ending on and including
5 D% g% y& D" G" \ r3 UFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
& P9 \ d, L h; u/ F) c% B& F8 b25th day of February, May, August and November in each year, at a rate2 L( ]) k3 R$ H: u/ Z
equal to $0.40625 per share. The initial dividend, if declared, will be payable
+ t' K* X, h B/ }* {6 a" s* o1 PMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
8 n. {# ?( x8 L7 V7 h i! K! X$ Mdate of December 11, 2008./ {1 R8 I4 J2 L9 u8 s3 N! ?' |
For each five-year period after the Initial Fixed Rate Period (each, a
( u+ P0 {( c; |0 ?3 \% d‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
) q3 h+ {& @4 J7 h1 C( w+ [Series 18 will be entitled to receive fixed non-cumulative preferential cash
- L+ [: g+ ~. l. P6 g Wdividends, as and when declared by the Board of Directors, subject to the
8 k# o- Q: W! ?6 B, Xprovisions of the Bank Act, payable quarterly on the 25th day of February,; L* T" P' l+ H7 l' e' D' h
May, August and November in each year, in the amount per share per annum
Z6 O) A5 b/ q- [4 Qdetermined by multiplying the Annual Fixed Dividend Rate applicable to
6 [6 r3 c2 y; ksuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
: ~3 {( s& u5 dRate for the ensuing Subsequent Fixed Rate Period will be determined by the! s* U6 K! z8 D) ^
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
) V* y# K" t0 e1 j' p% cof such Subsequent Fixed Rate Period and will be equal to the sum of the+ L" O, r0 k4 d z% }& u& m( T! a
Government of Canada Yield on the applicable Fixed Rate Calculation Date
2 v5 {7 e, \& t, kplus 3.83%.
3 \& Y5 D M8 e- Q/ \If the Board of Directors does not declare a dividend, or any part thereof, on) j% N" w2 T: d% m g. O, Z+ ?: L
the Preferred Shares Series 18 on or before the dividend payment date for a
6 a; g- |: {0 kparticular quarter, then the entitlement of the holders of the Preferred! C; ]6 C- D2 o, r; X& ?) ?- N' o
Shares Series 18 to receive such dividend, or to any part thereof, for such
% v$ _+ {# i, o4 s0 T3 qquarter will be forever extinguished.# v" s+ h* v: T, }, x. u
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the8 K9 d+ {: T2 m6 E5 R. A
Superintendent and to the provisions described below under ‘‘Details of the' g! _7 e9 H; B6 T2 u8 F5 I. q
Offering — Certain Provisions of the Preferred Shares Series 18 as a
$ b2 @5 I. B5 v$ i. t8 gSeries — Restrictions on Dividends and Retirement of Shares’’, on, E) `2 w8 c, P
February 25, 2014 and on February 25 every five years thereafter, on not. I+ B2 M" Y! G
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
2 X; U' W8 O- _6 S& W4 f& Zpart of the then outstanding Preferred Shares Series 18, at the Bank’s option' ]3 ^' l+ h1 G- _# G3 W
without the consent of the holder, by the payment of an amount in cash for
" M: Z% r# X2 p: m( x/ B* yeach such share so redeemed of $25.00 together with all declared and unpaid
7 P% V4 P' d4 j9 A+ P& gdividends to the date fixed for redemption.
/ @1 ?6 K; |, o, @. FConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
' v% ^; \! j$ {+ {8 _, a4 wShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have" k& |7 V5 c' S9 m4 q8 U) R
the right, at their option, to convert, on February 25, 2014 and on
8 e4 ?+ P- B" l$ i3 q* P4 _S-4# y( Z, p- b. |5 L" _
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any" o, R0 c+ Z0 _
or all of their Preferred Shares Series 18 into an equal number of Preferred
) A2 H- |: l+ y- B' H' H, BShares Series 19 upon giving to the Bank notice thereof not earlier than7 K& a9 l) }& t/ |, s* _
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
6 I: F I+ t% `) ^preceding, a Series 18 Conversion Date.
1 q! `; l1 t. B7 y1 iAutomatic Conversion If the Bank determines, after having taken into account all shares tendered3 t8 Q0 S. ]; w( ^" F
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares7 T* A g! O9 c& O% n( F; W& u
Series 19, as the case may be, that there would be outstanding on such9 U8 s) f: ~( \# Z4 U/ ?' f! k
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
+ x" M' d2 B) csuch remaining number of Preferred Shares Series 18 will automatically be% v: V. L- ~) V; J
converted on such Series 18 Conversion Date into an equal number of0 V/ U+ V8 |) C1 l
Preferred Shares Series 19. Additionally, if the Bank determines that, after
: M$ P7 B8 c) ]9 a; B7 Pconversion, there would be outstanding on such Series 18 Conversion Date
1 O5 ~( U. n0 ~less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares' ~0 c) q( [6 H6 |: z
Series 18 will be converted into Preferred Shares Series 19.0 q- [; G; X# y$ k5 l4 Y
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares, Y5 @- r' v' \9 R( R }- _2 T' O, V
Series 18 will not be entitled as such to receive notice of, attend, or vote at,9 ~- J1 l' h" M% o9 P S3 O* l/ u; g
any meeting of the shareholders of the Bank unless and until the first time at
/ g6 E, z; r% M+ t/ f3 ^, Lwhich the Board of Directors has not declared the whole dividend on the
. U" D, | V! J5 l- g+ dPreferred Shares Series 18 in any quarter. In that event, subject as
9 [+ j$ E) {5 E% _; ahereinafter provided, the holders of Preferred Shares Series 18 will be
4 }# Y. n8 I) v4 L& `7 Y4 R9 ? Jentitled to receive notice of, and to attend, meetings of shareholders at which8 {2 S' _6 ^, f I8 Q
directors of the Bank are to be elected and will be entitled to one vote for
4 u8 M9 S' w0 `. t. A& |each Preferred Share Series 18 held. The voting rights of the holders of the% F9 \% r, q/ X# c! G' o
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
4 P5 l! M/ z+ [, j T0 f+ c, Qthe first dividend on the Preferred Shares Series 18 to which the holders are& O" Z) x, j. {: Z; n- I4 n7 t
entitled thereunder subsequent to the time such voting rights first arose until
0 r$ y4 g' \+ l( P7 i. Ysuch time as the Bank may again fail to declare the whole dividend on the6 ~+ m! Y9 }5 F. r" ~! g- R
Preferred Shares Series 18 in respect of any quarter, in which event such/ d6 s6 u) r/ w6 @6 m. l; e0 l
voting rights will become effective again and so on from time to time.) M& K8 P5 ? T% O3 C# |9 z
Principal Characteristics of the Preferred Shares Series 19- x% ^1 P7 N# Q/ `
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
0 C' \2 V5 U4 Q& D* r0 `0 Efloating rate non-cumulative preferential cash dividends, as and when2 ?+ M8 ?6 g# Y7 u# O* P; o: R" A: Z
declared by the Board of Directors, subject to the provisions of the Bank Act,$ v: U7 {0 l, j [0 F8 R* q6 \
payable quarterly on the 25th day of February, May, August and November0 ?% C% W1 O' P- b
in each year, in the amount per share determined by multiplying the) ^. @+ p+ ?/ f* c% j$ b# ]
applicable Quarterly Floating Dividend Rate by $25.00.4 X; Q3 f, f! _2 b1 _
On the 30th day prior to the commencement of the initial quarterly dividend
' x8 }* v; v8 h- l' _period beginning on February 25, 2014, and on the 30th day prior to the first! x) A2 y! f0 K6 X0 p3 q1 \9 m& |7 g$ [% }
day of each subsequent quarterly dividend period (the initial quarterly
" i9 n3 }# W7 m9 S# v! c) Y' `dividend period and each subsequent quarterly dividend period is referred to
2 Y* e2 H2 A1 m W* [as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
- L8 ?5 v5 [9 }( R3 x3 sQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
1 p" U! W. l) J1 P; I9 p1 _& APeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the4 C" l9 X. g. z4 G e
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
, y2 `- ?$ G( [* nelapsed in the applicable Quarterly Floating Rate Period divided by 365)
: b' f( ~2 B0 ~; d/ Y8 c( Y. qdetermined on the 30th day prior to the first day of the applicable Quarterly
! b) `% G' z! X1 |. E/ cFloating Rate Period.
! g. x) Z6 G; e$ l. b$ z; G; f4 [4 n- TS-56 F& I& e1 ]; X1 {/ K5 r
If the Board of Directors does not declare a dividend, or any part thereof, on
2 b9 O/ Z8 ]7 a/ V# W$ b1 c( d4 d bthe Preferred Shares Series 19 on or before the dividend payment date for a
7 t+ g4 M9 E/ L1 Pparticular quarter, then the entitlement of the holders of the Preferred
, z' |) m9 c( e5 {9 ]6 {Shares Series 19 to receive such dividend, or to any part thereof, for such
0 V" i& a& g% y, T1 `: e, n+ d7 t. Tquarter will be forever extinguished.
* A. k/ F: Q9 J* Q" m* mRedemption: Subject to the provisions of the Bank Act and to the prior consent of the9 V/ A+ E9 e/ h/ N5 R
Superintendent and to the provisions described below under the heading
( D8 g+ T8 K/ H‘‘Details of the Offering — Certain Provisions of the Preferred Shares
$ ~# z" L+ ~. u% j6 w; LSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
@8 ]" X3 i$ M$ r5 v& non not more than 60 nor less than 30 days’ notice, the Bank may redeem all4 {/ z* n; N" ]5 _% k" Z5 g8 `
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
' n0 ?- N% I' v" Goption without the consent of the holder, by the payment of an amount in7 D7 }' r/ m9 @
cash for each such share so redeemed of (i) $25.00 together with all declared
1 a: S' ?/ y9 S; m, X* {" eand unpaid dividends to the date fixed for redemption in the case of( h2 \, W' p" M& Q7 w
redemptions on February 25, 2019 and on February 25 every five years% n$ y4 j8 F: n$ _5 {
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to" j& V. m' ]4 w
the date fixed for redemption in the case of redemptions on any other date- k @. ]5 O. ?# r
on or after February 25, 2014.% U: m( w# [3 D4 E& Q" c
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic3 e+ d9 l& E: P, e; J
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
0 e2 p* s1 B9 o- M) [/ X! x$ Kthe right, at their option, to convert, on February 25, 2019 and on1 X. H/ s: R4 A' L0 H& b
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any* l: V8 i3 s6 \. i
or all of their Preferred Shares Series 19 into an equal number of Preferred0 U6 C& D/ C. y* h# b) `
Shares Series 18 upon giving to the Bank written notice thereof not earlier
& Z9 }9 @ S ~# Q: j" ?than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the0 U" T- _+ E+ B) s7 s
15th day preceding, a Series 19 Conversion Date.
V3 j) e9 T% j2 R& o) aAutomatic Conversion If the Bank determines, after having taken into account all shares tendered+ [; f, W: a( I9 q- H- `
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares, _1 ?9 B! v8 D" z1 f
Series 18, as the case may be, that there would be outstanding on such' r4 E1 F" T- ^1 j: V
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,- u1 s% v: L+ m8 Q) p0 b
such remaining number of Preferred Shares Series 19 will automatically be' [. d8 X7 Q: L3 ?
converted on such Series 19 Conversion Date into an equal number of
2 R: W3 C% |3 F( l' D+ rPreferred Shares Series 18. Additionally, if the Bank determines that, after
" `# ?7 V: Z* B7 [- x( Yconversion, there would be outstanding on such Series 19 Conversion Date
6 r( Y: y" a+ wless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
/ }; E' D- L' h1 d1 S' `Series 19 will be converted into Preferred Shares Series 18.
& o9 C7 k& ]9 @( m, c- \Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
" N) S2 U/ d0 }Series 19 will not be entitled as such to receive notice of, attend, or vote at,' \# B8 |, `% W: u/ M& a
any meeting of the shareholders of the Bank unless and until the first time at* V V _- I; k K j1 `
which the Board of Directors has not declared the whole dividend on the$ e# C2 Z5 s: R& ~( d: d
Preferred Shares Series 19 in any quarter. In that event, subject as
, w6 I6 [" D, Yhereinafter provided, the holders of Preferred Shares Series 19 will be
/ {' c1 h( N2 T1 {' e7 |entitled to receive notice of, and to attend, meetings of shareholders at which. V. q L }" p* j7 N n \
directors of the Bank are to be elected and will be entitled to one vote for* V% T% l2 k' o
each Preferred Share Series 19 held. The voting rights of the holders of the
6 F+ ?* O6 m% O) R% J- FPreferred Shares Series 19 will forthwith cease upon payment by the Bank of' J$ q3 _2 b: W$ o
the first dividend on the Preferred Shares Series 19 to which the holders are
2 I2 `( v/ H1 v6 c+ Q! r `entitled thereunder subsequent to the time such voting rights first arose until& M' L. F7 G$ S7 Z0 f" q0 G- ~6 H
such time as the Bank may again fail to declare the whole dividend on the% k! @4 _; `# z8 Q% S9 m! D
Preferred Shares Series 19 in respect of any quarter, in which event such
8 P$ j" Z( O) w& Ivoting rights will become effective again and so on from time to time.% p+ F& e9 c7 M0 J5 `7 ^
S-6: v4 E5 q5 h! h2 i
Priority: The preferred shares of each series of the Bank will rank on a parity with& V2 t; }. }! y- n) v6 G
every other series and are entitled to preference over the common shares of2 ]' ~9 {2 [9 Q
the Bank and over any other shares of the Bank ranking junior to the
0 t0 G/ t6 O Y N4 F/ bpreferred shares with respect to the payment of dividends and upon any
) w0 j, \' I. P Z# B5 `$ d6 R$ Vdistribution of assets in the event of the liquidation, dissolution or( y3 J- G; G( ^' Y4 ^, x# x/ I
winding-up of the Bank.
9 M# k5 K4 V( T' U3 y/ e8 {& j+ DTax on Preferred Share The Bank will elect, in the manner and within the time provided under1 o5 J1 B4 R2 s5 |) \: g! K* k
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
0 R, x$ b# }1 M6 TSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
0 H+ Z9 a, a/ L. P- Fdividends received on such shares under Part IV.1 of such Act. |
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