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发表于 2008-11-29 16:58
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下面是BMO的:
6 V5 _* r3 o2 n g- M- v- nSUMMARY OF THE OFFERING
/ c9 _' z0 ~4 |2 }2 F8 bThis 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 S t7 a+ `/ g: bIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
8 l$ c. V/ Q3 F5 wAmount: $150,000,000 (6,000,000 shares).
7 o7 h' M" E/ ]( m7 k& vPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
- n8 l3 C A2 o; KPrincipal Characteristics of the Preferred Shares Series 183 C' K `: v! K0 C9 ]
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
: H% ?& Y, a t3 Anon-cumulative preferential cash dividends, as and when declared by the: V* \9 r1 Z- B+ a2 b2 n; ^/ f
Board of Directors, subject to the provisions of the Bank Act, for the initial
, I9 a% t0 K% t! X+ Pperiod commencing on the closing date and ending on and including! J0 F- e; y2 T# B
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the3 t9 ]2 Z |' `0 R' N
25th day of February, May, August and November in each year, at a rate
0 Y# }4 ~- V/ J7 U* m1 Gequal to $0.40625 per share. The initial dividend, if declared, will be payable v+ `7 Z# P) Y. n/ \7 ~4 t& Y# s. j* W
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing! z! h5 w% b0 H- _/ A, i3 I
date of December 11, 2008.
; w! d" g' Q) \# NFor each five-year period after the Initial Fixed Rate Period (each, a
& p- w* I) j# R8 P) B3 w2 p4 l‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares- T& G0 T8 O" I4 q9 j" F
Series 18 will be entitled to receive fixed non-cumulative preferential cash; p! ]5 G$ J Z. n4 @, n2 W) s( M: K# ?
dividends, as and when declared by the Board of Directors, subject to the' E$ ~0 K" R1 c* A# o
provisions of the Bank Act, payable quarterly on the 25th day of February,! |7 Z( ]4 O$ o( c# m* Q! j
May, August and November in each year, in the amount per share per annum) w2 A& s) i; r0 o
determined by multiplying the Annual Fixed Dividend Rate applicable to+ O+ B8 F7 p* t+ Q5 X& Q
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend5 k9 }& P7 p9 x0 t) B$ V: }
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the: b6 E( j$ h- u" D3 ?- @
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day3 B3 e) J b& n9 z+ I* F: ?
of such Subsequent Fixed Rate Period and will be equal to the sum of the2 {! V& v& V) t! M' H3 u0 F
Government of Canada Yield on the applicable Fixed Rate Calculation Date& ^8 K' @; t- | X4 P8 \
plus 3.83%.
9 Z' M: `+ ]7 c7 z7 Y: F. sIf the Board of Directors does not declare a dividend, or any part thereof, on& V! o& P1 z% z, F: U
the Preferred Shares Series 18 on or before the dividend payment date for a
; H" ~ S* I$ O) B+ `$ ~particular quarter, then the entitlement of the holders of the Preferred
3 c8 @3 o. }/ Q0 x# d/ KShares Series 18 to receive such dividend, or to any part thereof, for such' ~' x/ N6 Q4 \
quarter will be forever extinguished.
4 c) h; m0 s6 F" A' X) C2 T2 _ PRedemption: Subject to the provisions of the Bank Act and to the prior consent of the+ ]1 }5 }" E* Y O/ G
Superintendent and to the provisions described below under ‘‘Details of the
+ n6 f, }) [# m& |1 R9 M6 `Offering — Certain Provisions of the Preferred Shares Series 18 as a# G& V- S: W2 D0 c3 v1 t/ r
Series — Restrictions on Dividends and Retirement of Shares’’, on
. T1 R p6 E7 ZFebruary 25, 2014 and on February 25 every five years thereafter, on not( K; z8 G M2 ]# @# p3 y4 ]: l
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any$ _4 K; `; x% V2 ] V1 b; E
part of the then outstanding Preferred Shares Series 18, at the Bank’s option% z2 G; Q+ u; h9 Q' q% n
without the consent of the holder, by the payment of an amount in cash for
" e0 t& L/ |7 {: J- reach such share so redeemed of $25.00 together with all declared and unpaid. ~+ ? |# t( V8 m8 D
dividends to the date fixed for redemption.( D7 G: t7 q. B: O* ]0 y
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic# I/ F m7 b/ G! Y
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
O- k q8 H e. i1 bthe right, at their option, to convert, on February 25, 2014 and on) [2 J s7 b; m& {5 G, m
S-4; R% n9 s6 l4 x$ L+ B+ c
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any7 C% x0 d9 l$ V5 M! b: Y) `& Y) g
or all of their Preferred Shares Series 18 into an equal number of Preferred) W9 G8 l; c- m; S N) H4 x+ q
Shares Series 19 upon giving to the Bank notice thereof not earlier than
' n! l; \1 r2 w5 @6 r30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
, H" m( L) n' ]+ Hpreceding, a Series 18 Conversion Date.0 _9 |& v3 a! ^0 O6 V0 B$ R! X9 W$ P
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
" m' ]% |! P$ ^/ zProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares+ b s$ b+ j) _9 I! p
Series 19, as the case may be, that there would be outstanding on such A! g; _$ I+ s. w
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
& `6 P( O/ h: A, d( isuch remaining number of Preferred Shares Series 18 will automatically be
% [1 v# [4 H. b4 Q' A& ?. Rconverted on such Series 18 Conversion Date into an equal number of
9 E" P* }! t4 Y: u Q1 ~Preferred Shares Series 19. Additionally, if the Bank determines that, after
4 R5 u; t: w) w7 R& j- t( iconversion, there would be outstanding on such Series 18 Conversion Date
/ T' |2 Y* m& k$ Z% I. ^ B' \- y. X; @less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares6 s9 Q9 f- \: u. w
Series 18 will be converted into Preferred Shares Series 19.6 o4 X8 ?% V, r1 D# z7 N ~ p
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
4 C9 W) r( @1 i4 ?; eSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
4 j3 w% L8 C# ]any meeting of the shareholders of the Bank unless and until the first time at1 m. I, i: R6 p" h
which the Board of Directors has not declared the whole dividend on the/ I3 B3 _8 X7 T0 t! A
Preferred Shares Series 18 in any quarter. In that event, subject as
, y1 d+ k) h% Thereinafter provided, the holders of Preferred Shares Series 18 will be- P& K. B R* e8 g' T) B7 o. t& N
entitled to receive notice of, and to attend, meetings of shareholders at which9 Q/ ]) b/ d6 @% Q0 H3 k6 w. ^
directors of the Bank are to be elected and will be entitled to one vote for
# `2 G1 Z/ a" b; |each Preferred Share Series 18 held. The voting rights of the holders of the
+ P% {4 b9 m: q, y! m( CPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
0 P: G: Z" {/ G# D) J- Y6 N6 }the first dividend on the Preferred Shares Series 18 to which the holders are3 t1 \. E7 f; s0 M/ J% P6 o
entitled thereunder subsequent to the time such voting rights first arose until7 l \' Q9 t; f, [2 I6 A$ q
such time as the Bank may again fail to declare the whole dividend on the% r) |5 e% ^4 z" H Y2 K8 ^1 V! {
Preferred Shares Series 18 in respect of any quarter, in which event such
8 n3 P$ C* l u: T4 t' A- ^) a; mvoting rights will become effective again and so on from time to time.
# K; R1 S% e+ h/ C& h5 hPrincipal Characteristics of the Preferred Shares Series 19
6 e: |* _" U: X* DDividends: The holders of the Preferred Shares Series 19 will be entitled to receive; p! ~+ f: T* O# [% o
floating rate non-cumulative preferential cash dividends, as and when( J6 X& w$ W6 q2 R% O
declared by the Board of Directors, subject to the provisions of the Bank Act,
# ~. a% @; Z& k9 ]/ g z0 Mpayable quarterly on the 25th day of February, May, August and November8 a9 t# \4 N+ u
in each year, in the amount per share determined by multiplying the4 d1 r' s$ f+ t
applicable Quarterly Floating Dividend Rate by $25.00.
3 Q/ V! g. _3 s* A4 z' OOn the 30th day prior to the commencement of the initial quarterly dividend
5 g [1 d* y; r/ _$ k# Rperiod beginning on February 25, 2014, and on the 30th day prior to the first3 S6 i5 a1 g2 @9 g, [, \0 r
day of each subsequent quarterly dividend period (the initial quarterly
/ w$ @* C1 Q; ^" W) n+ Wdividend period and each subsequent quarterly dividend period is referred to
' _1 e# x' f' o. d& i8 Vas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
' h+ [: P5 ?) I/ kQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
' }8 H4 E$ K& y, K0 }- zPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the" G/ P& N1 P/ S- K* q
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
6 J) j: h0 P# L- t' Gelapsed in the applicable Quarterly Floating Rate Period divided by 365)0 v- m2 N9 Q8 V! M
determined on the 30th day prior to the first day of the applicable Quarterly
' n5 F) k, R/ d4 Q& J; QFloating Rate Period.# ?6 ~- o2 |! B4 p% H" X
S-5, @* B2 H: z! u1 P$ y
If the Board of Directors does not declare a dividend, or any part thereof, on
/ w0 i% Z8 t$ \ `; _& _4 Fthe Preferred Shares Series 19 on or before the dividend payment date for a
' a6 f1 A: E0 r+ Aparticular quarter, then the entitlement of the holders of the Preferred
$ g! V8 \" b+ K6 w- eShares Series 19 to receive such dividend, or to any part thereof, for such
/ Q9 m! ~# B- w, Oquarter will be forever extinguished., N; X. `8 R0 S3 ?% v2 C
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the! C0 I# J- d8 e* D% t" F0 Q
Superintendent and to the provisions described below under the heading
# y+ e) J3 Q- c+ |‘‘Details of the Offering — Certain Provisions of the Preferred Shares* k) S3 C5 F# Q3 o" `* f4 c
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
; E- f- I7 S8 T+ M; n. non not more than 60 nor less than 30 days’ notice, the Bank may redeem all
. O& X) Q; g3 y! `/ B* q0 |- S+ zor any part of the then outstanding Preferred Shares Series 19, at the Bank’s4 S. D( H( Z9 |) u. i3 x1 E
option without the consent of the holder, by the payment of an amount in
2 R6 r. M2 c2 B" Z- D: ucash for each such share so redeemed of (i) $25.00 together with all declared' n' m4 i7 m! a7 K: y! ^% F
and unpaid dividends to the date fixed for redemption in the case of
$ P$ p$ Z4 A! ?" Mredemptions on February 25, 2019 and on February 25 every five years0 V$ U7 y- p8 I5 X
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
9 S; z" r# c) H+ X. I) p. athe date fixed for redemption in the case of redemptions on any other date& Y1 i4 t0 {( ~' k
on or after February 25, 2014.
! q6 f/ R- P6 r: W2 L+ ZConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic3 e( n5 }/ [% Z6 u% f/ Q6 k- ?2 p
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have' j4 {+ t0 L$ V1 i+ h+ b$ k6 m
the right, at their option, to convert, on February 25, 2019 and on
# f, @7 J4 A# |- U8 J' B9 LFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any6 t! ~% o4 P2 n& f0 J- {' u
or all of their Preferred Shares Series 19 into an equal number of Preferred/ ?% ]/ h3 `; Z$ C3 r7 X+ Q
Shares Series 18 upon giving to the Bank written notice thereof not earlier
) D; H% F7 f; x( Xthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
/ t, F& O7 {, ?$ J* H2 F' \) O" n3 A( n15th day preceding, a Series 19 Conversion Date.
0 S; \8 K9 f' c; v. S2 tAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
. a8 M( A; V: r9 IProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares9 a# Y, H4 s7 \; D9 W' |
Series 18, as the case may be, that there would be outstanding on such7 @/ B9 @! N1 P O \. T/ T) [
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
6 [# n @& T. `such remaining number of Preferred Shares Series 19 will automatically be% J' u* r& `; t' d# `( @
converted on such Series 19 Conversion Date into an equal number of
7 S' T# e. K0 P ?$ MPreferred Shares Series 18. Additionally, if the Bank determines that, after) F$ x' z: { z4 j8 D
conversion, there would be outstanding on such Series 19 Conversion Date. p' a6 U! B ]* k# y' k
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares; g! r5 W& M# \9 g# \+ W
Series 19 will be converted into Preferred Shares Series 18.7 u+ V# J4 ]; R6 W/ a, a. b
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares; r8 p% N: P! x Q1 A' t( c
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
7 H/ S: m8 M5 A5 q- e, X, ]4 `! hany meeting of the shareholders of the Bank unless and until the first time at
4 s$ E4 H3 f- A# nwhich the Board of Directors has not declared the whole dividend on the
- C( }; N0 R- H+ v* q" yPreferred Shares Series 19 in any quarter. In that event, subject as* o0 @" {: ]+ B& N
hereinafter provided, the holders of Preferred Shares Series 19 will be4 }5 `8 Q+ W; D7 U, d6 I
entitled to receive notice of, and to attend, meetings of shareholders at which; b( Z9 v" _# Z D0 L1 s2 D
directors of the Bank are to be elected and will be entitled to one vote for" L6 |+ W( w0 ~6 @
each Preferred Share Series 19 held. The voting rights of the holders of the
0 S7 s/ [, l# v0 c! {/ [! oPreferred Shares Series 19 will forthwith cease upon payment by the Bank of5 `% i- Y- E+ _4 U9 M S
the first dividend on the Preferred Shares Series 19 to which the holders are; J# v( d- F- E% ~; L, Z* v" T' H
entitled thereunder subsequent to the time such voting rights first arose until
Z; Z# I7 p% U; `8 a0 `# e+ esuch time as the Bank may again fail to declare the whole dividend on the
( r# [) e1 I& y7 m6 T) O( q3 i2 J8 i5 VPreferred Shares Series 19 in respect of any quarter, in which event such
9 F* z, }) |2 p# B# h" Evoting rights will become effective again and so on from time to time.
# L/ I( S3 a+ {1 nS-6. h+ c5 y( ~# u& h, C
Priority: The preferred shares of each series of the Bank will rank on a parity with/ C5 T. h! n; P- a, y- B& O
every other series and are entitled to preference over the common shares of+ |2 @% Z; R" G. Y
the Bank and over any other shares of the Bank ranking junior to the2 \& r* d# ^$ h
preferred shares with respect to the payment of dividends and upon any6 Q: ?+ f! D: H5 u! L2 |
distribution of assets in the event of the liquidation, dissolution or
3 B( y# w" w9 D* R; [; N1 y6 Dwinding-up of the Bank.) R& n) S& h, t7 \
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under: t. a- z z5 K5 S+ b0 t
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares- J) \1 {& B% [
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
8 x: G( \, K4 j2 M. a4 y$ [& o. Wdividends received on such shares under Part IV.1 of such Act. |
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