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发表于 2008-11-29 16:58
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下面是BMO的:
: T- u+ i4 d* h- PSUMMARY OF THE OFFERING
- k8 S9 \% y0 ?2 t F) [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 ^- f' h; @. H- PIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.8 x4 A* j/ U; C; k3 v. _. T8 ]9 W/ u
Amount: $150,000,000 (6,000,000 shares).! B4 Z+ F9 P9 C
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
2 S; V5 I* A, `5 u/ T7 T. [8 _Principal Characteristics of the Preferred Shares Series 18& f2 p7 A! D& L6 B
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed8 e$ W# q" C" O) l; ?
non-cumulative preferential cash dividends, as and when declared by the; h! P+ w! E$ a
Board of Directors, subject to the provisions of the Bank Act, for the initial' e `( B. W% H( @
period commencing on the closing date and ending on and including; Y/ q* T# ^0 R- U
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the) }9 U* j5 ?- z7 R: k+ i& s$ G" k+ K
25th day of February, May, August and November in each year, at a rate* j# o# B, s3 w
equal to $0.40625 per share. The initial dividend, if declared, will be payable; u0 z% e# L9 T5 K# J7 u& p# A
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
8 ]* j' q) r& e# _1 Jdate of December 11, 2008.* m- u% G' y% J/ i$ C* o0 |0 {
For each five-year period after the Initial Fixed Rate Period (each, a
6 P7 w1 b" ~. ^‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
' b% ?( b# w7 @1 J1 s/ uSeries 18 will be entitled to receive fixed non-cumulative preferential cash& h) h, G2 k" e
dividends, as and when declared by the Board of Directors, subject to the
' w0 M+ w- h/ w7 e5 E; L8 @' }7 Pprovisions of the Bank Act, payable quarterly on the 25th day of February,5 z$ g2 _2 j' p, x( g* @9 D6 }
May, August and November in each year, in the amount per share per annum* d6 L8 _3 P/ N4 S& e1 r
determined by multiplying the Annual Fixed Dividend Rate applicable to% k6 l4 m+ Q" `* Y8 W. }' k; ^
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend% u7 L, N6 X/ W# N
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the/ R! g+ V8 y5 a
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day+ Q! N$ e; t. {; u9 w+ H
of such Subsequent Fixed Rate Period and will be equal to the sum of the
5 i) h1 f$ f/ \Government of Canada Yield on the applicable Fixed Rate Calculation Date4 ?/ M( U! N. X6 z# p) V6 [* A
plus 3.83%.
. k4 y U, _( h% p8 c" t JIf the Board of Directors does not declare a dividend, or any part thereof, on$ v2 _7 G% Z. R5 o& m- E0 E, S
the Preferred Shares Series 18 on or before the dividend payment date for a
# {( Z! d, p9 X8 {: a7 ]8 l# wparticular quarter, then the entitlement of the holders of the Preferred
. O( B( F y1 h3 ]Shares Series 18 to receive such dividend, or to any part thereof, for such2 \; z7 ?4 V+ V% `) k3 J3 [
quarter will be forever extinguished.
9 o6 H4 c i' I: ~) s) uRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
9 p$ z7 X) _5 O* h f$ MSuperintendent and to the provisions described below under ‘‘Details of the$ n: l' x" g$ V: f8 [+ c ^! \9 a
Offering — Certain Provisions of the Preferred Shares Series 18 as a
* ^3 E4 N4 U. b8 \: f/ A) p+ QSeries — Restrictions on Dividends and Retirement of Shares’’, on
' {! `0 L. H$ z WFebruary 25, 2014 and on February 25 every five years thereafter, on not0 Y, O8 v m! \6 l+ c1 E
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any: ~( y3 o# w: ?/ g7 @2 U
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
6 I7 T! k; d! k; [( Swithout the consent of the holder, by the payment of an amount in cash for( X! x# i0 O0 E' b0 q
each such share so redeemed of $25.00 together with all declared and unpaid
2 h! T& `6 Y% v& \3 hdividends to the date fixed for redemption.2 X- f/ R4 g/ ?0 q* t: S
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
5 e- }3 B7 y( j; A9 h* ~9 lShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have5 D$ M' h' c# R
the right, at their option, to convert, on February 25, 2014 and on# S p4 {7 K/ e7 m, ]5 K8 e+ D0 Z( N. O& \
S-4' B; [9 e9 W2 Z6 z- R2 i* E
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any# `4 x' C/ M/ ^% Z$ S: v7 a8 y! G( S
or all of their Preferred Shares Series 18 into an equal number of Preferred' }! p. J7 \: `0 i; }
Shares Series 19 upon giving to the Bank notice thereof not earlier than
% K5 L$ C, i$ \' b# R& p30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day5 O B- L- h. N
preceding, a Series 18 Conversion Date.5 ~# t0 Z, V2 W: F
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
" T9 {- {1 p: r6 q. w6 \Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares9 M' {$ p, @: Q; X
Series 19, as the case may be, that there would be outstanding on such9 K5 W" {( f- P% T% b: W2 b% P
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
! W' |% v$ |$ s* Y( N9 Lsuch remaining number of Preferred Shares Series 18 will automatically be1 R) H+ g# _8 A" j" W+ k
converted on such Series 18 Conversion Date into an equal number of7 c4 _2 u/ a. u/ }% p
Preferred Shares Series 19. Additionally, if the Bank determines that, after
, n) H% E# l F) yconversion, there would be outstanding on such Series 18 Conversion Date0 H O" ~+ `1 I/ ]/ F/ D; l; ?
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares' c: Q# p3 R$ F) O
Series 18 will be converted into Preferred Shares Series 19., w# Q+ ^$ L1 v9 `% ~
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares6 y. {- p& G- _& {6 a% T# n& @& [# B
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
; I$ Z* o' _, J' Yany meeting of the shareholders of the Bank unless and until the first time at
3 {1 r7 W. i/ i& V0 d( ?8 Jwhich the Board of Directors has not declared the whole dividend on the
0 ~2 g* M! K' z k5 W2 ~5 ~Preferred Shares Series 18 in any quarter. In that event, subject as
$ w, E! B" W4 c! ]9 v- h% `' yhereinafter provided, the holders of Preferred Shares Series 18 will be
$ x% a9 P. W( H. j# C2 ^3 w3 kentitled to receive notice of, and to attend, meetings of shareholders at which
3 E) y7 E0 M( b3 l- V- i5 |2 qdirectors of the Bank are to be elected and will be entitled to one vote for
, ]5 x7 U" \$ b) z2 M( ]each Preferred Share Series 18 held. The voting rights of the holders of the& l* h+ R5 U/ m4 x+ N4 @9 B6 [, I
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of) }# x' Z) h, [
the first dividend on the Preferred Shares Series 18 to which the holders are0 ]2 _& u+ `" L) j" i; O
entitled thereunder subsequent to the time such voting rights first arose until* b# ?4 f. z F4 Z0 y: Z
such time as the Bank may again fail to declare the whole dividend on the
8 x* X! d! c9 N9 MPreferred Shares Series 18 in respect of any quarter, in which event such
* x/ L+ ]5 O- K* A! G2 Kvoting rights will become effective again and so on from time to time.( J/ C. {! T+ ~ {
Principal Characteristics of the Preferred Shares Series 19
; V7 h q) V' F6 z& e% ]Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
0 n# ~% B8 h3 _6 u- ]$ O* yfloating rate non-cumulative preferential cash dividends, as and when$ p/ p8 v5 p8 ~% }& b
declared by the Board of Directors, subject to the provisions of the Bank Act,
6 @4 P. P# d+ W( V+ c3 _payable quarterly on the 25th day of February, May, August and November' f# n& V6 _/ a/ n% U/ ~( p; O/ j
in each year, in the amount per share determined by multiplying the
( `' m% {. {/ f4 Zapplicable Quarterly Floating Dividend Rate by $25.00.
5 C/ U6 R/ ?9 d4 O. A4 a/ \# R1 eOn the 30th day prior to the commencement of the initial quarterly dividend
( h+ A. o5 ^* ^! t# B) Q5 ^( @period beginning on February 25, 2014, and on the 30th day prior to the first
/ P& ~) s0 w8 ^4 t$ o J: \day of each subsequent quarterly dividend period (the initial quarterly
( r$ C; ?! i9 X! n" x% Udividend period and each subsequent quarterly dividend period is referred to0 `# g2 U m" s* W" Z7 S- p3 ?/ \
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
; |8 A5 A) x4 Q$ O( W: kQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate: V: S3 u, t5 \0 J8 P9 e; W/ b
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
! ^& H7 g! i) n( xT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days2 \' }/ {$ Z6 d" ~1 m
elapsed in the applicable Quarterly Floating Rate Period divided by 365)1 y# |+ B* T: w
determined on the 30th day prior to the first day of the applicable Quarterly& I5 }- @1 s. I9 ]
Floating Rate Period.
# D2 B o2 w. |, c2 D/ nS-5+ z m8 ?5 d% i9 N$ a
If the Board of Directors does not declare a dividend, or any part thereof, on; A# }! C$ v0 `
the Preferred Shares Series 19 on or before the dividend payment date for a- V2 I6 Y2 B! P% {
particular quarter, then the entitlement of the holders of the Preferred1 L+ P/ w x& E; F; D
Shares Series 19 to receive such dividend, or to any part thereof, for such: p. P7 b" U" ^* M0 e0 _6 f
quarter will be forever extinguished.
* ?* W! g+ T7 i# g; IRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
; m1 g) f" y5 V i# h |) g9 ySuperintendent and to the provisions described below under the heading' _) L/ q- a& v- W- ]8 Y9 \# f
‘‘Details of the Offering — Certain Provisions of the Preferred Shares8 h F0 p- I5 q! p+ M% t
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,6 C0 W2 J0 ~( h. A; @' X8 k
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
; M* r$ ]; C, }1 e$ Kor any part of the then outstanding Preferred Shares Series 19, at the Bank’s$ @. ^: ]/ G P' J9 v' I5 H" j
option without the consent of the holder, by the payment of an amount in d" Z0 g$ u$ W2 Q: a) d
cash for each such share so redeemed of (i) $25.00 together with all declared
3 U1 e( V o4 g3 |+ @7 j1 zand unpaid dividends to the date fixed for redemption in the case of* P0 o6 R; f/ V: {! ^+ z' K8 ?
redemptions on February 25, 2019 and on February 25 every five years' j( K/ F! [+ z9 r
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to( j8 z3 ~/ r% g# s2 Q5 K D% m& i
the date fixed for redemption in the case of redemptions on any other date
" \; J% X$ S2 y- jon or after February 25, 2014.
# \! \- u4 ]* O4 lConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic3 y$ }" `8 P5 O/ {0 T9 i) k6 L; g6 C5 I
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
- W( x6 U2 O5 F r* T- _: p3 hthe right, at their option, to convert, on February 25, 2019 and on0 `. @4 v$ I0 d
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
. `! i% X6 T% I" V0 eor all of their Preferred Shares Series 19 into an equal number of Preferred* K7 C. L, ` }- i& U# U
Shares Series 18 upon giving to the Bank written notice thereof not earlier
! v3 ^8 o' W1 Y9 Hthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
0 M& ^( T4 }' P4 \3 G' w8 I5 K15th day preceding, a Series 19 Conversion Date.
4 _; ?9 N6 l2 }! p7 bAutomatic Conversion If the Bank determines, after having taken into account all shares tendered+ w" E: Z3 l2 r
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares( u: Y+ k6 g2 z- {' x
Series 18, as the case may be, that there would be outstanding on such
6 c) V- P+ |) ]$ e. h! b3 |$ h6 XSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
5 b! c+ V( B+ ^. Bsuch remaining number of Preferred Shares Series 19 will automatically be) U9 J8 @! Y8 p& z, b! |- l6 ~
converted on such Series 19 Conversion Date into an equal number of
, p, a. O) f" s. v: MPreferred Shares Series 18. Additionally, if the Bank determines that, after9 \% M( W8 [) w/ e& i
conversion, there would be outstanding on such Series 19 Conversion Date3 r x+ j3 s& @; U( @
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
7 ~% P/ k2 Z# s1 b0 ~9 gSeries 19 will be converted into Preferred Shares Series 18.
$ _. F6 j5 t2 Y4 m* Y& ]9 ]! vVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares! D, c% y, v t; G( m y
Series 19 will not be entitled as such to receive notice of, attend, or vote at,, T) X4 c. ]7 _2 o" c
any meeting of the shareholders of the Bank unless and until the first time at' \. P# v- R8 D9 ~( v' S' E7 r, a
which the Board of Directors has not declared the whole dividend on the8 h& b# i, C* N- A. D: E+ }. U
Preferred Shares Series 19 in any quarter. In that event, subject as
$ z( H6 v; C- P, [6 @5 chereinafter provided, the holders of Preferred Shares Series 19 will be
) l5 ^# Y0 v- t \5 o- Eentitled to receive notice of, and to attend, meetings of shareholders at which+ l; `7 ^* d1 Z2 o% s" @" w
directors of the Bank are to be elected and will be entitled to one vote for
* p5 U/ O E weach Preferred Share Series 19 held. The voting rights of the holders of the
' X8 h0 D; L* g5 i$ BPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
% J4 a" K/ u6 x V# Cthe first dividend on the Preferred Shares Series 19 to which the holders are, C5 m7 \6 t: T0 Q
entitled thereunder subsequent to the time such voting rights first arose until
b+ `* Q7 P; U: H& ^7 nsuch time as the Bank may again fail to declare the whole dividend on the
4 S. L0 i: H @2 L6 J8 A2 RPreferred Shares Series 19 in respect of any quarter, in which event such: E. Z' e; f0 c! X! }
voting rights will become effective again and so on from time to time.# O: _; z& g* s+ R+ u( \% U3 g: ^1 H
S-6
& F* |0 m* t2 }4 e2 `: ?# \Priority: The preferred shares of each series of the Bank will rank on a parity with3 X0 ?0 V+ {& u2 X" I$ Y! Q" v% W
every other series and are entitled to preference over the common shares of2 \" o, k* C2 O. b u/ s3 S
the Bank and over any other shares of the Bank ranking junior to the2 [1 I8 g% _- t+ O
preferred shares with respect to the payment of dividends and upon any' N$ U( T( W' w
distribution of assets in the event of the liquidation, dissolution or* a" I2 x0 q2 c1 A$ g) u, ?
winding-up of the Bank.
9 ^7 ?! _/ z, ITax on Preferred Share The Bank will elect, in the manner and within the time provided under
$ {4 O. x% j( _5 d: k) K9 I g! uDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
, }' k( i" B1 Z, O- ISeries 18 and Preferred Shares Series 19 will not be required to pay tax on
6 K3 {! {2 f, `4 E& O3 Bdividends received on such shares under Part IV.1 of such Act. |
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