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发表于 2008-11-29 16:58
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下面是BMO的:; W V" m' x9 D$ _( ]
SUMMARY OF THE OFFERING8 f9 g, h/ H& f; q
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’’.
; c( f/ g5 r$ |5 f6 j4 @8 h8 HIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
5 n7 F1 [( W4 E2 _Amount: $150,000,000 (6,000,000 shares).
( B: u% d7 q- L* ?3 qPrice and Yield: $25.00 per share to yield initially 6.50% per annum.% X: ^/ B; E* O3 a
Principal Characteristics of the Preferred Shares Series 18! q) _. y" p( b2 |3 i# w
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed D4 e5 v; R. C3 S% n B
non-cumulative preferential cash dividends, as and when declared by the" E9 ]2 L: \" W* r' T- ~
Board of Directors, subject to the provisions of the Bank Act, for the initial
$ t2 ~& T/ [* {0 J# vperiod commencing on the closing date and ending on and including, c. C [$ t# T# p
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
3 b1 S+ z" a6 P( Z9 R- w25th day of February, May, August and November in each year, at a rate1 o$ X# Z5 B3 k! ] G8 o g4 O
equal to $0.40625 per share. The initial dividend, if declared, will be payable. U' Q' m* a4 ^' c; @. ?) n- T
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing- T/ X- J, E, @' f& y, A* \9 D& ^
date of December 11, 2008.0 d P( B$ D% D+ c) c! @5 g5 z- H
For each five-year period after the Initial Fixed Rate Period (each, a2 t- b* v1 X7 j* Z5 O! D* O
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares& m% O8 s; T; }. n
Series 18 will be entitled to receive fixed non-cumulative preferential cash
& B" T" d0 i- K, G" d r: u2 r. gdividends, as and when declared by the Board of Directors, subject to the$ {& S3 P6 s& A6 [1 U
provisions of the Bank Act, payable quarterly on the 25th day of February,9 Z" Q* l2 {) j- `" F2 j( z
May, August and November in each year, in the amount per share per annum5 n$ @+ z. l8 q- k$ A
determined by multiplying the Annual Fixed Dividend Rate applicable to3 F- m9 E% @3 J( ]( a
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
3 V* W7 M. Q& j3 c' T6 QRate for the ensuing Subsequent Fixed Rate Period will be determined by the0 T: k( _' Z# |" J* J
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
1 X, n) Q0 c; e- o2 Oof such Subsequent Fixed Rate Period and will be equal to the sum of the
) |3 ?2 a6 v/ H% I% Y! }Government of Canada Yield on the applicable Fixed Rate Calculation Date
t, D P& |# A; ^8 Z' l! E. X* Eplus 3.83%.0 s2 w8 Q! E' H! `, O: _7 |
If the Board of Directors does not declare a dividend, or any part thereof, on
% P% S' L) j* |1 x) O/ x x4 f/ ythe Preferred Shares Series 18 on or before the dividend payment date for a' k+ Q8 N! B2 i+ R0 v+ X* D
particular quarter, then the entitlement of the holders of the Preferred9 E: [5 l( w$ r
Shares Series 18 to receive such dividend, or to any part thereof, for such! }3 A5 ~5 y! Z6 F [ i# D4 L
quarter will be forever extinguished.$ Q4 Y' e2 H& d4 n2 |: U5 \2 o" G
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
/ ]+ t) I0 J. Y3 Z. @9 BSuperintendent and to the provisions described below under ‘‘Details of the7 N7 b& p" V# ?5 i: f( h& l) E6 }
Offering — Certain Provisions of the Preferred Shares Series 18 as a; r5 B9 g! N {4 D! V3 H9 A+ H/ i
Series — Restrictions on Dividends and Retirement of Shares’’, on
, L; K2 A, d: I& F7 _; M& ]7 J/ I0 vFebruary 25, 2014 and on February 25 every five years thereafter, on not% V% e3 d9 C* a; k$ l
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any" y+ P6 x3 ?7 t: G" P' x& q/ |
part of the then outstanding Preferred Shares Series 18, at the Bank’s option/ t( I; u3 D' M! ~4 S5 o
without the consent of the holder, by the payment of an amount in cash for$ u$ N5 Z/ X, t
each such share so redeemed of $25.00 together with all declared and unpaid, @* m/ L' p: y: B/ [: }
dividends to the date fixed for redemption.( k' y: u1 B* r
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic* v7 l4 F. d! M) R' v
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have: y7 Y$ u! f6 {: a9 t/ V n# q
the right, at their option, to convert, on February 25, 2014 and on
5 @1 h8 \4 F0 US-4( o! v& Y: F& e% _
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
* D9 Z9 B4 |8 X! N0 por all of their Preferred Shares Series 18 into an equal number of Preferred
/ H. z3 I- Y) y( H$ W+ C( bShares Series 19 upon giving to the Bank notice thereof not earlier than
$ J9 v2 E3 X: v5 n: y+ l30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
! F$ T( ~1 Q" E+ q( h5 A) ]$ rpreceding, a Series 18 Conversion Date.
! R9 L- Y+ K& t* Z) p- ?Automatic Conversion If the Bank determines, after having taken into account all shares tendered
* I5 x/ N6 n; r6 ]Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares! \1 ?3 s9 Q; ^- W( c+ d
Series 19, as the case may be, that there would be outstanding on such
0 m% G# T Q5 f% c1 o+ rSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
+ C8 V& Q; r# hsuch remaining number of Preferred Shares Series 18 will automatically be
, R M% g3 H: z# t( _* o0 yconverted on such Series 18 Conversion Date into an equal number of3 q: K1 j% J6 z+ `
Preferred Shares Series 19. Additionally, if the Bank determines that, after
8 c" B5 ~4 B3 U$ K+ c- E, r7 q4 bconversion, there would be outstanding on such Series 18 Conversion Date' `8 D. p0 \9 u$ E; w- I+ W
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
. c! b( r& |" k/ uSeries 18 will be converted into Preferred Shares Series 19.0 p3 T( ?( n7 ^. ?& ^# q: t$ m
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
2 G6 s. ^6 a7 p& tSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
0 R+ f% U1 s9 w* m2 q- S0 \" fany meeting of the shareholders of the Bank unless and until the first time at
# u; ?( a4 W, B. {6 j6 L# J6 P/ O* Ywhich the Board of Directors has not declared the whole dividend on the) U7 }# k& s( R8 U( d
Preferred Shares Series 18 in any quarter. In that event, subject as
# S7 }6 R! K% i, ~ J/ _hereinafter provided, the holders of Preferred Shares Series 18 will be. g, l w2 J& G q
entitled to receive notice of, and to attend, meetings of shareholders at which
* Z$ @8 m$ v# ] H, idirectors of the Bank are to be elected and will be entitled to one vote for7 Y! c' |2 K$ [% F. y% A$ |
each Preferred Share Series 18 held. The voting rights of the holders of the, i8 j7 F/ W* v4 J1 k. p
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
& f( U U+ ^5 Z4 w$ E8 N1 T; c8 l, Fthe first dividend on the Preferred Shares Series 18 to which the holders are9 N3 @1 M5 M! N3 B2 u* h! @
entitled thereunder subsequent to the time such voting rights first arose until' d1 O! `% u7 v; u5 |1 x9 H* Z
such time as the Bank may again fail to declare the whole dividend on the. j0 J' @: o q; B
Preferred Shares Series 18 in respect of any quarter, in which event such
1 E0 ]" r5 J) ]) ^9 u$ e6 lvoting rights will become effective again and so on from time to time.
* P2 R4 d/ r2 z) Y# n+ n) HPrincipal Characteristics of the Preferred Shares Series 194 W( W0 @) u9 t# p4 ~8 Y
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
% l; p! U& F) r8 G1 d1 Tfloating rate non-cumulative preferential cash dividends, as and when
. {! T. C) s* V# U! P. s) tdeclared by the Board of Directors, subject to the provisions of the Bank Act,
5 q0 n4 c" x2 P& H" W, Mpayable quarterly on the 25th day of February, May, August and November% M/ j8 c. w. R5 }$ T7 E
in each year, in the amount per share determined by multiplying the
3 M! J+ O$ I( o8 dapplicable Quarterly Floating Dividend Rate by $25.00.
' v. X. c; S' m$ rOn the 30th day prior to the commencement of the initial quarterly dividend6 S3 Y7 d$ D6 I2 z4 w( a. r! R
period beginning on February 25, 2014, and on the 30th day prior to the first& D* R9 `! Y/ |
day of each subsequent quarterly dividend period (the initial quarterly/ @; y' E0 k" v: d" `6 [/ ]
dividend period and each subsequent quarterly dividend period is referred to
4 V) W" g7 J4 U1 L* [7 d' A! w% }as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
' _# k- _ b' _3 c% H/ D9 uQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate. f: D% ?- G. V
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
9 i4 H, t" u" G( u8 f4 q: x1 fT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days( O& O* K' v3 \% w& s' |- o
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
) V2 U+ i1 Y7 s$ d3 hdetermined on the 30th day prior to the first day of the applicable Quarterly
7 Y5 |+ p2 R+ M% b6 P% DFloating Rate Period.
6 H" `9 D; h8 D/ l$ O5 ~S-5
6 Q; c: u# Z9 {& y8 u0 }9 IIf the Board of Directors does not declare a dividend, or any part thereof, on
. v# z( l# }& g0 A, [$ lthe Preferred Shares Series 19 on or before the dividend payment date for a
9 |6 a4 K6 V& G& qparticular quarter, then the entitlement of the holders of the Preferred3 t3 B6 B0 H4 z5 i0 @+ o% m6 r+ s) w# a
Shares Series 19 to receive such dividend, or to any part thereof, for such; L4 Q6 p) T) D& J2 r$ N) r
quarter will be forever extinguished.: j& {1 f& g1 Q5 P0 p6 X2 c
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
- U% Q. F# m V0 |8 g/ G- VSuperintendent and to the provisions described below under the heading
# s- G) c( ]% |. p‘‘Details of the Offering — Certain Provisions of the Preferred Shares% {' M: c$ n0 `
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
* Z2 ?: @) O; ^1 v- m: H/ Lon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
9 h: E- O! f: }2 C: \7 Nor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
/ ?7 Y6 @* j7 T& \. Doption without the consent of the holder, by the payment of an amount in
) _+ p6 `' x* i2 a7 ?% Qcash for each such share so redeemed of (i) $25.00 together with all declared
) V" @; q/ [. }1 ~& |/ \and unpaid dividends to the date fixed for redemption in the case of
) p; }5 g% K5 r/ _' Tredemptions on February 25, 2019 and on February 25 every five years
i6 @, G. ~; Pthereafter, or (ii) $25.50 together with all declared and unpaid dividends to' R" z! Y# f+ N7 {) ?5 C
the date fixed for redemption in the case of redemptions on any other date
D3 Q+ M% |" b+ ?7 don or after February 25, 2014.- d1 m; e: j) Y
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
8 t, E8 k7 c4 ^' `! K& V% ^9 aShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have; S# b, K! D$ l9 c3 K
the right, at their option, to convert, on February 25, 2019 and on
7 O6 w+ A$ G- Q- f' h1 B& Y6 K* xFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any* [8 x1 x0 a7 V1 e5 Q: d. S# x- r' G
or all of their Preferred Shares Series 19 into an equal number of Preferred7 C Q6 V& V- f9 u
Shares Series 18 upon giving to the Bank written notice thereof not earlier
/ q) I$ H- ^3 Y$ _9 _than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the) U7 L {: U. ?
15th day preceding, a Series 19 Conversion Date.
7 P0 c9 w7 u% ]% ?9 wAutomatic Conversion If the Bank determines, after having taken into account all shares tendered! G1 p% _& i2 q
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
8 Z' ~8 u/ e7 @! J/ n$ J6 w% sSeries 18, as the case may be, that there would be outstanding on such
, h0 {/ k! S W" P0 p. g5 I! f4 gSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,1 a B4 O6 G* o/ E* @! G/ Y; O
such remaining number of Preferred Shares Series 19 will automatically be$ [4 I) b$ |! {9 ^1 P
converted on such Series 19 Conversion Date into an equal number of
7 G$ [+ j2 z( _% mPreferred Shares Series 18. Additionally, if the Bank determines that, after- O6 V& @8 `$ R- B9 A1 |
conversion, there would be outstanding on such Series 19 Conversion Date
3 W1 |$ l7 H2 s% T Q- ~' k1 M5 Yless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
9 Q$ g- w. J8 S$ {4 |1 RSeries 19 will be converted into Preferred Shares Series 18.0 E7 Q4 ]- F% l& N4 W# [1 u
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares- P& s4 X# E' W+ z0 O
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
) p3 t' i, |, n% R4 @3 u7 fany meeting of the shareholders of the Bank unless and until the first time at" f$ e3 l: D; M! j( y, i( T
which the Board of Directors has not declared the whole dividend on the7 _; p: ^ N/ d+ L& q2 Z
Preferred Shares Series 19 in any quarter. In that event, subject as: n6 Y$ A- W% G8 D# E" P0 v4 o3 v' W
hereinafter provided, the holders of Preferred Shares Series 19 will be7 v5 W4 F6 G2 F' V3 l- {5 g
entitled to receive notice of, and to attend, meetings of shareholders at which
* n& j/ L4 L/ l b2 p; s5 W* Wdirectors of the Bank are to be elected and will be entitled to one vote for+ Q8 y" e+ V' _; C: N# R- |
each Preferred Share Series 19 held. The voting rights of the holders of the% T3 O# ?8 I/ V. |
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
/ g- a( ^* ?0 L, x+ ?( u/ Fthe first dividend on the Preferred Shares Series 19 to which the holders are: x# y) B% v$ n! V* C
entitled thereunder subsequent to the time such voting rights first arose until X9 |& C, T; K J5 P4 ^& m" f
such time as the Bank may again fail to declare the whole dividend on the
/ C5 e& l: q( A7 G; `. PPreferred Shares Series 19 in respect of any quarter, in which event such: a4 K1 Z/ N( k- w& r! ~
voting rights will become effective again and so on from time to time.
. k7 Y. v# p8 {$ BS-66 d9 Q, N. ]+ P5 t( Z4 `9 O
Priority: The preferred shares of each series of the Bank will rank on a parity with- v) z H8 I" _0 e- \
every other series and are entitled to preference over the common shares of- [+ f. d" K1 c' y
the Bank and over any other shares of the Bank ranking junior to the
3 e t* |' u/ U1 Y4 Z* H" o8 qpreferred shares with respect to the payment of dividends and upon any
( d6 m' \) a1 s* V# E# u! K- Ldistribution of assets in the event of the liquidation, dissolution or
( L2 }0 c3 V8 b2 Qwinding-up of the Bank.% ]) P, Z- b* r
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
/ K6 O* h( a* E( n5 I' a4 n: e) QDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares8 Z ~5 t9 d m* [5 v1 x& ?
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
0 ?% K) b# {0 x3 }. W# @dividends received on such shares under Part IV.1 of such Act. |
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