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发表于 2008-11-29 16:58
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下面是BMO的:
& F$ C+ L8 h% |2 l1 b4 ^SUMMARY OF THE OFFERING/ n9 I6 k" |6 [, A9 }" R
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’’.4 R O8 T) n- {9 r( P
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.9 g+ e0 o$ g7 }+ x' \/ i6 t
Amount: $150,000,000 (6,000,000 shares).
* o1 q6 o$ w J& k: K _Price and Yield: $25.00 per share to yield initially 6.50% per annum.
9 |- k. ^ J3 V+ W: o9 j3 n- H9 aPrincipal Characteristics of the Preferred Shares Series 18
% C1 E1 `$ t2 t! R# U8 }Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed$ D% c+ v! {2 y' \
non-cumulative preferential cash dividends, as and when declared by the$ H/ ?. b+ s9 D5 I* T
Board of Directors, subject to the provisions of the Bank Act, for the initial! K9 Y9 Y7 n% y& Z1 z8 R( N
period commencing on the closing date and ending on and including
+ E; n1 p& J7 O: VFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the" c3 J, ]6 m) P5 y! ], V
25th day of February, May, August and November in each year, at a rate
5 [8 M3 e1 a$ Z6 O6 w* nequal to $0.40625 per share. The initial dividend, if declared, will be payable
( ]( b0 I! ?$ g* K) GMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing. u) B+ q: q- D! b; D
date of December 11, 2008.9 y8 K' Y& N5 _ s: W. A; N
For each five-year period after the Initial Fixed Rate Period (each, a
* n/ x+ h' o$ A2 I& X( r‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares, g8 J, B) |. O; }$ a
Series 18 will be entitled to receive fixed non-cumulative preferential cash
& ? C, A: o" i1 x: p8 Cdividends, as and when declared by the Board of Directors, subject to the# T5 e: T8 K) S0 E$ ?/ @
provisions of the Bank Act, payable quarterly on the 25th day of February,& x8 Y# _- Y+ T
May, August and November in each year, in the amount per share per annum
, c! ?8 p- E9 X8 z1 Rdetermined by multiplying the Annual Fixed Dividend Rate applicable to
! f) ?$ I8 M2 l( {) S5 S( A, [such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend$ g' U* s7 s7 a0 p T# B
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
4 h; Y$ B5 J- TBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
7 F2 X5 J9 D" m* B1 \of such Subsequent Fixed Rate Period and will be equal to the sum of the* W( a0 \' ~ d. H
Government of Canada Yield on the applicable Fixed Rate Calculation Date1 a! t) o) L( p& i3 G
plus 3.83%.4 ]' T& C) G/ \% L- R8 U
If the Board of Directors does not declare a dividend, or any part thereof, on( `4 H1 }- C, x" T& z1 t6 k" f1 ?
the Preferred Shares Series 18 on or before the dividend payment date for a: [$ `" |7 P% @0 l# u
particular quarter, then the entitlement of the holders of the Preferred8 r. e* R# }2 j6 B% o3 z# w2 v& W' G0 ^
Shares Series 18 to receive such dividend, or to any part thereof, for such' _2 c; b) Y. z; D2 o
quarter will be forever extinguished.) P+ F" G# j5 q5 _
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the2 d% y& k6 b9 e$ f
Superintendent and to the provisions described below under ‘‘Details of the+ Q( {, g. z* |, m7 ] ~
Offering — Certain Provisions of the Preferred Shares Series 18 as a) y8 |: |+ {0 N7 ~6 y
Series — Restrictions on Dividends and Retirement of Shares’’, on2 O( Q9 Y/ \5 |
February 25, 2014 and on February 25 every five years thereafter, on not
% O1 x$ {; D# |8 Cmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
% X, ?! u, K1 {5 y7 h+ Upart of the then outstanding Preferred Shares Series 18, at the Bank’s option) m7 e% [# m u& N- } y, P# B
without the consent of the holder, by the payment of an amount in cash for
* K$ c; x- Q! Weach such share so redeemed of $25.00 together with all declared and unpaid
) d/ T: |1 N3 G: M0 p6 z' ~dividends to the date fixed for redemption.4 F0 p; c* _0 o" Z
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
- x/ E) Q5 w, p0 ]Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
( W! z5 d" |' u& n/ P+ Q0 \, \6 ^the right, at their option, to convert, on February 25, 2014 and on& { Z4 _. s( l; u; S7 A* E
S-43 {3 W: R [* }* f8 f3 Q; g
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
' C4 Q! ^4 r, V$ O* w$ e2 Wor all of their Preferred Shares Series 18 into an equal number of Preferred1 g* V! t' i# x& X. q9 @4 ]
Shares Series 19 upon giving to the Bank notice thereof not earlier than
) Q* R4 @0 h# I. F" d& [. K8 @30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day; Z: I" }% j2 Z p' f+ ?
preceding, a Series 18 Conversion Date.- d# t( z+ z3 [4 D' a% {' i
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
' M9 Q3 l/ o3 D( N" k2 aProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares& \0 K) n! b/ p
Series 19, as the case may be, that there would be outstanding on such' k* Q f5 c$ b! |3 R
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
5 i* e0 T+ Q8 f, u4 vsuch remaining number of Preferred Shares Series 18 will automatically be1 Z2 U! v( g1 l x8 N2 d: o) e
converted on such Series 18 Conversion Date into an equal number of
$ J; z. A7 t% j {' {* |. QPreferred Shares Series 19. Additionally, if the Bank determines that, after- b+ [7 ~' ]; r. K
conversion, there would be outstanding on such Series 18 Conversion Date
3 l# F9 f9 x- {# [) B6 n; fless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares; @5 s: n' L$ N$ u+ q; h2 N* B
Series 18 will be converted into Preferred Shares Series 19.* q0 j+ |0 x$ T6 }4 ~6 p
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. F3 C1 H# v$ b1 O8 _% PSeries 18 will not be entitled as such to receive notice of, attend, or vote at,+ V5 e8 u1 I. W
any meeting of the shareholders of the Bank unless and until the first time at
8 J- }. o& }. ~0 c2 P0 x qwhich the Board of Directors has not declared the whole dividend on the' J/ F& x' m5 v9 w5 n9 v" l" P
Preferred Shares Series 18 in any quarter. In that event, subject as5 w9 c7 C! x8 ]4 q; u. t9 I
hereinafter provided, the holders of Preferred Shares Series 18 will be" V0 w6 b) f- |+ q
entitled to receive notice of, and to attend, meetings of shareholders at which
: {& L+ A6 S: s. L2 ^directors of the Bank are to be elected and will be entitled to one vote for
9 B" a5 Q/ ` s& [9 leach Preferred Share Series 18 held. The voting rights of the holders of the' a5 m" U9 y" r/ g4 q1 U
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
) E& E' y9 v0 L5 Q# ithe first dividend on the Preferred Shares Series 18 to which the holders are
6 C9 S- A4 I: Y& ^* [& A* ?/ y+ {6 Z( pentitled thereunder subsequent to the time such voting rights first arose until" I1 _5 @. c( L; H+ a5 p8 d2 a
such time as the Bank may again fail to declare the whole dividend on the
# x# `' f& o. K DPreferred Shares Series 18 in respect of any quarter, in which event such2 {) E6 a2 h) {5 ]3 ~0 t1 u" y( w
voting rights will become effective again and so on from time to time.
, U: n8 Q. R3 T! ^5 ]5 T* pPrincipal Characteristics of the Preferred Shares Series 197 H- [1 y$ g6 J* @; R, a2 p0 u; B: P+ W6 H
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
9 `# o0 K) `* c" t$ V6 _' }floating rate non-cumulative preferential cash dividends, as and when9 p3 x0 j. t' G% e" W
declared by the Board of Directors, subject to the provisions of the Bank Act,
7 K3 k" n$ j- e$ V: hpayable quarterly on the 25th day of February, May, August and November2 @$ h; o2 `9 D$ b
in each year, in the amount per share determined by multiplying the
& O. |0 ^+ U/ O2 {applicable Quarterly Floating Dividend Rate by $25.00.' D! F" E8 L0 ?% ] s) b) \/ {
On the 30th day prior to the commencement of the initial quarterly dividend
. S+ X& n0 {2 I. v! V8 rperiod beginning on February 25, 2014, and on the 30th day prior to the first
, l. u8 ?5 {1 H# |day of each subsequent quarterly dividend period (the initial quarterly
' |% V8 C$ B6 T2 x2 mdividend period and each subsequent quarterly dividend period is referred to: I; n8 Z3 A5 L* v( y
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the: m7 L9 X! {1 r) n% _/ n- D
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate( I% X+ |6 R' z
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the4 d+ \8 J/ C% f3 }# E0 W
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days6 j+ p1 z, N3 w8 s) w8 j
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
+ d( x3 z( | h3 `+ b" Kdetermined on the 30th day prior to the first day of the applicable Quarterly, Z; R" |& m$ A( _2 v( c
Floating Rate Period." I- J$ G1 a7 C1 b, z1 P' H/ r& F1 o
S-5
1 u ^) f. |1 @/ D8 l* x8 p: v$ f6 ^If the Board of Directors does not declare a dividend, or any part thereof, on0 p' l7 Y/ C l7 L
the Preferred Shares Series 19 on or before the dividend payment date for a
\3 X: F) ?+ ?1 v: {/ r% d0 C" xparticular quarter, then the entitlement of the holders of the Preferred0 o7 O0 q+ T: P
Shares Series 19 to receive such dividend, or to any part thereof, for such9 G9 y# `9 ?$ s/ ^
quarter will be forever extinguished.3 O( e8 L) \- j! K( ?- d3 \" x
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
6 O& [2 X i1 t1 j9 ~6 p' L5 e! d, FSuperintendent and to the provisions described below under the heading- j" A- v% H" ]% H$ ?; b
‘‘Details of the Offering — Certain Provisions of the Preferred Shares0 R+ `8 J! U* ^6 K: [! Z d
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,5 x" F/ e8 G3 x ^. Z
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
* k/ X1 e; U7 h1 A. V' @) xor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
) [- S8 X$ L* @2 R! X, L' soption without the consent of the holder, by the payment of an amount in
2 {( G+ r" E; g0 m# b4 `: gcash for each such share so redeemed of (i) $25.00 together with all declared
; \3 I- H# w& y, }7 X7 I: nand unpaid dividends to the date fixed for redemption in the case of
/ Y. q$ Q- h9 c `' i' }2 h6 E+ zredemptions on February 25, 2019 and on February 25 every five years5 ^% c1 I; z7 a2 _# X* D) [, `
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
4 I. q( f/ _( j4 ]( Rthe date fixed for redemption in the case of redemptions on any other date
% L2 E: ~7 x/ ?" s) x4 c9 A" r2 ?on or after February 25, 2014.
+ Q% W6 Y! [1 kConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
s7 L0 @% N( X) S/ pShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
; ], x9 d. T/ ^! Z/ othe right, at their option, to convert, on February 25, 2019 and on+ Z" j+ n4 D4 i9 j
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
. E6 Y, _; J, t9 V( for all of their Preferred Shares Series 19 into an equal number of Preferred4 A) g! U+ \" ~3 E# Z g/ i0 E- k
Shares Series 18 upon giving to the Bank written notice thereof not earlier& L* ^. C2 ^4 q+ ` E
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the% X; i5 d2 f( E! Q0 g. I
15th day preceding, a Series 19 Conversion Date.
. f% W# k6 v. c) BAutomatic Conversion If the Bank determines, after having taken into account all shares tendered' F% t9 g: c# T( `* v! a3 R* x
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares$ I, K; \/ d* q
Series 18, as the case may be, that there would be outstanding on such6 J& q s$ p; p5 l
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,% y% ^$ `+ {1 ], L7 d
such remaining number of Preferred Shares Series 19 will automatically be
5 m! V! f3 L- l9 d- sconverted on such Series 19 Conversion Date into an equal number of3 z) S. G6 F9 s# r/ a. ~ o
Preferred Shares Series 18. Additionally, if the Bank determines that, after0 e$ F* B4 `! \
conversion, there would be outstanding on such Series 19 Conversion Date
8 J J* n1 b8 x3 z* Dless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
0 X- k. i7 @% m/ T3 ASeries 19 will be converted into Preferred Shares Series 18.) X9 o. e) l) r, n# P2 \! G! a/ E
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares% t" X; ]1 U. y3 w( F
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
; m$ l8 Z% n- Kany meeting of the shareholders of the Bank unless and until the first time at
* u# ~9 j8 C; Y/ B9 Pwhich the Board of Directors has not declared the whole dividend on the
3 m Y8 a* W1 O/ Q2 H0 U% s& iPreferred Shares Series 19 in any quarter. In that event, subject as
2 ]0 @3 I5 X$ N& A- u) ehereinafter provided, the holders of Preferred Shares Series 19 will be# B6 \! ?: P# K5 @: l, G
entitled to receive notice of, and to attend, meetings of shareholders at which
* [) a7 j' y4 g* ^1 n e, Gdirectors of the Bank are to be elected and will be entitled to one vote for1 J- E& U" z0 h1 p0 Q# v( Y
each Preferred Share Series 19 held. The voting rights of the holders of the
+ b' n4 k R/ LPreferred Shares Series 19 will forthwith cease upon payment by the Bank of; E+ K' k$ Q( Y
the first dividend on the Preferred Shares Series 19 to which the holders are( N" t G3 b8 Z
entitled thereunder subsequent to the time such voting rights first arose until
# S( G* e C6 _. v& U% ssuch time as the Bank may again fail to declare the whole dividend on the
. z5 c; {! `4 g4 bPreferred Shares Series 19 in respect of any quarter, in which event such/ `* ? ?0 a% v" R" J8 `$ u" `
voting rights will become effective again and so on from time to time.
8 u0 E5 r2 W# c1 W# ^+ ^9 |S-67 t7 N6 ~* c0 A
Priority: The preferred shares of each series of the Bank will rank on a parity with
9 O" D D# K0 k" Hevery other series and are entitled to preference over the common shares of. v3 ^& X- `6 a; D6 {3 i% @5 D
the Bank and over any other shares of the Bank ranking junior to the
# L6 v" f1 ]" Q. _) ~+ o& mpreferred shares with respect to the payment of dividends and upon any
" |) A1 ^$ u- ^4 l) Hdistribution of assets in the event of the liquidation, dissolution or
& U0 ^5 N+ p+ y- A' k1 d6 dwinding-up of the Bank.
' q% U' k: R: k' O0 uTax on Preferred Share The Bank will elect, in the manner and within the time provided under& N6 d5 O' ]. m
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
. H9 ]3 p, P l+ E- cSeries 18 and Preferred Shares Series 19 will not be required to pay tax on# Z. G$ l; m0 q9 x
dividends received on such shares under Part IV.1 of such Act. |
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