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发表于 2008-11-29 16:58
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下面是BMO的:
* P& d4 q; ?9 K- m% M; k* cSUMMARY OF THE OFFERING
; i7 Z. K, `% x& L4 E2 cThis 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$ g! }( ^$ \2 qIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.# N8 X5 S9 f: {9 e0 A1 f
Amount: $150,000,000 (6,000,000 shares).2 `0 W& J5 U' V0 ^/ [
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
& Q) i; W5 M3 G% cPrincipal Characteristics of the Preferred Shares Series 18' q1 J; l x' C7 K! t- g
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed0 O/ @" v2 u) U
non-cumulative preferential cash dividends, as and when declared by the; E; n, L$ D0 U, T3 c# z9 ?0 Y
Board of Directors, subject to the provisions of the Bank Act, for the initial: }! f3 i( }; j
period commencing on the closing date and ending on and including3 l% [6 `9 l1 ?' ^: k
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
$ U3 v: `( J! s25th day of February, May, August and November in each year, at a rate% X1 \, N. k! B+ K6 c/ z
equal to $0.40625 per share. The initial dividend, if declared, will be payable
; h8 ?" o6 t B; S8 v1 E3 pMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
$ j$ \, X3 \$ \! W2 Qdate of December 11, 2008.- @6 h3 `3 i& F1 ]+ {( \) U: R6 h
For each five-year period after the Initial Fixed Rate Period (each, a8 s. B' J l% N* i# s$ f% c9 W$ Y1 z
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
% }. R* @1 H5 J C' wSeries 18 will be entitled to receive fixed non-cumulative preferential cash
2 v- s% e8 ~! Edividends, as and when declared by the Board of Directors, subject to the( E0 K+ Q/ c% f" D
provisions of the Bank Act, payable quarterly on the 25th day of February,
# }) L6 h/ z! b! F. n$ Z3 kMay, August and November in each year, in the amount per share per annum
5 h% H- U. G2 A* idetermined by multiplying the Annual Fixed Dividend Rate applicable to
% l! h4 @3 I+ R8 p$ d' qsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend# R6 N0 ] h2 X% z- [! L8 V
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
9 Z" {* c4 h& p% wBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day0 C9 G0 V/ C) w4 Z0 a" ~( L
of such Subsequent Fixed Rate Period and will be equal to the sum of the1 w% L4 m( W+ M8 O+ T4 _
Government of Canada Yield on the applicable Fixed Rate Calculation Date
A, C5 t$ y5 V; g" T; q9 Gplus 3.83%.
% l9 \6 |& g1 T8 {If the Board of Directors does not declare a dividend, or any part thereof, on8 L; O0 F' t, g2 N0 a
the Preferred Shares Series 18 on or before the dividend payment date for a, y# r1 G4 Q- I8 g7 _' p4 A5 v4 E
particular quarter, then the entitlement of the holders of the Preferred
* G& A Z4 [2 |Shares Series 18 to receive such dividend, or to any part thereof, for such* f2 X* x5 Q' M+ q- }6 d! d
quarter will be forever extinguished.' B5 H5 p! a, J6 Y; i# v1 ~
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the6 ?7 j0 u2 W& o3 ]/ y
Superintendent and to the provisions described below under ‘‘Details of the
6 E! E% C; y6 z' ^Offering — Certain Provisions of the Preferred Shares Series 18 as a- w: F- ~# |% S: B+ X- q
Series — Restrictions on Dividends and Retirement of Shares’’, on
2 _+ q0 S# M WFebruary 25, 2014 and on February 25 every five years thereafter, on not
& \, G+ W9 X" i& ~! i( P- G; dmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any: g7 d" [7 J9 E7 k
part of the then outstanding Preferred Shares Series 18, at the Bank’s option+ X3 o! u3 { }; {( i
without the consent of the holder, by the payment of an amount in cash for
! a4 b& |+ Q, N) t& s+ C+ w/ `, ] J( reach such share so redeemed of $25.00 together with all declared and unpaid
0 u% o2 |5 q, l. gdividends to the date fixed for redemption., i1 U$ {! b5 S0 ]3 X$ I1 h
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
7 n' \6 k/ s3 B" c1 HShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
2 M/ i. V* `( v& a6 p Cthe right, at their option, to convert, on February 25, 2014 and on
2 ?/ u6 O; @3 l! HS-4/ c# |' X3 a$ x* Y$ h$ A: t7 c- y6 x2 r
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any3 v4 b" s, Q; ^4 d7 x# y2 D
or all of their Preferred Shares Series 18 into an equal number of Preferred' J3 Q9 T0 g- d7 [+ y# f% t
Shares Series 19 upon giving to the Bank notice thereof not earlier than
- i1 b; H6 q: R: w. F& i30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
9 @7 { A+ q' f# R4 K& ypreceding, a Series 18 Conversion Date.0 Z: V! _# g6 d# O% D/ j/ d
Automatic Conversion If the Bank determines, after having taken into account all shares tendered* ~( R5 O: N( Z5 \8 Q( H/ B6 T
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares$ n3 }( ]6 i6 o
Series 19, as the case may be, that there would be outstanding on such
- I6 ?' j5 J3 WSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
7 i) u. E( s* J5 [such remaining number of Preferred Shares Series 18 will automatically be
% z0 _1 K+ r' i7 v/ _converted on such Series 18 Conversion Date into an equal number of
( |, t3 G0 w) F0 E- ZPreferred Shares Series 19. Additionally, if the Bank determines that, after
! y1 F( H5 C2 s" h g0 ^conversion, there would be outstanding on such Series 18 Conversion Date9 x% \' |- f# q9 G! Z
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares& l0 `8 C" I5 o! i) h/ d
Series 18 will be converted into Preferred Shares Series 19.
) C: W7 k: o& [) }8 |1 f/ @$ K) [Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
1 [& W& O. |! u; z, t& h+ nSeries 18 will not be entitled as such to receive notice of, attend, or vote at,9 N$ M* W3 @# V: `/ V
any meeting of the shareholders of the Bank unless and until the first time at
2 G3 Q* x$ o/ D0 P6 z& j! T6 Jwhich the Board of Directors has not declared the whole dividend on the
! F# m) H4 }1 Y MPreferred Shares Series 18 in any quarter. In that event, subject as: i ?# {6 g, a- [1 l8 c$ r) h+ o% _1 o
hereinafter provided, the holders of Preferred Shares Series 18 will be
% T% G$ r0 e2 d- X/ R9 }7 xentitled to receive notice of, and to attend, meetings of shareholders at which
+ b9 e9 Y; i' b$ g# ?directors of the Bank are to be elected and will be entitled to one vote for% Z ]! d( C) V
each Preferred Share Series 18 held. The voting rights of the holders of the
) g* S& i" P% t7 I: q$ lPreferred Shares Series 18 will forthwith cease upon payment by the Bank of3 c. w6 N: _' n1 \1 `
the first dividend on the Preferred Shares Series 18 to which the holders are
' ^; g2 X8 f, r" fentitled thereunder subsequent to the time such voting rights first arose until
6 l% l6 r. t, I% b3 S; H9 Osuch time as the Bank may again fail to declare the whole dividend on the; ]" }+ D" }: h ^8 F+ B4 n" \
Preferred Shares Series 18 in respect of any quarter, in which event such% U3 N* \3 ~" I7 ?8 ?
voting rights will become effective again and so on from time to time.
+ S5 ?, g9 ?- J8 D, K9 T+ B( \Principal Characteristics of the Preferred Shares Series 19
' N4 {: o0 F9 R3 y" oDividends: The holders of the Preferred Shares Series 19 will be entitled to receive$ X/ B2 A& [/ d& E
floating rate non-cumulative preferential cash dividends, as and when
% q$ X4 f+ A y! Z {7 v, ^declared by the Board of Directors, subject to the provisions of the Bank Act,0 ^! [# z4 v" J" R0 k' m* q! w$ S
payable quarterly on the 25th day of February, May, August and November
& B' n9 x! W5 J& x4 L& n8 win each year, in the amount per share determined by multiplying the
1 m$ q/ y n& D f3 E4 ^applicable Quarterly Floating Dividend Rate by $25.00.3 w5 U. k6 }& s' w* |( E
On the 30th day prior to the commencement of the initial quarterly dividend4 k# O1 B1 b8 _1 K( |
period beginning on February 25, 2014, and on the 30th day prior to the first. j8 s/ L+ U" I
day of each subsequent quarterly dividend period (the initial quarterly* z; F3 b7 V' ]
dividend period and each subsequent quarterly dividend period is referred to
9 w1 S3 a5 m3 W: P" eas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the& [3 Q% A+ \, k0 }. w
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
0 |5 `+ k9 c, kPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the+ @3 ~8 s" e0 Y
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
( T" C/ j) ?- ^- |9 n: [elapsed in the applicable Quarterly Floating Rate Period divided by 365)
7 `9 F" Y& A% [determined on the 30th day prior to the first day of the applicable Quarterly/ i* X) m ~! v/ G% P
Floating Rate Period., W/ `' b7 C+ a
S-5
: w( d9 L3 C$ N- n. @% x6 S0 }# zIf the Board of Directors does not declare a dividend, or any part thereof, on( @4 e: ~- _# j9 m
the Preferred Shares Series 19 on or before the dividend payment date for a) n! | k' [: `8 L8 Q, _# K
particular quarter, then the entitlement of the holders of the Preferred
3 y: [/ u/ [, T8 OShares Series 19 to receive such dividend, or to any part thereof, for such
- U1 a& L5 ~8 c+ X$ J- G; h+ wquarter will be forever extinguished.
& _! K% D; r6 {" `8 o7 J: eRedemption: Subject to the provisions of the Bank Act and to the prior consent of the3 G# m. X0 z' n i9 ]. z( d0 r
Superintendent and to the provisions described below under the heading! W8 P6 b& t2 R: R# L6 _1 W4 S- V
‘‘Details of the Offering — Certain Provisions of the Preferred Shares' L# C/ A7 w+ M a
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,( `+ h( }0 Q$ {+ ~! F8 ?
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all+ n+ H7 w6 ^7 I( x; M+ F! ?5 B
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
* v! \# I) P) m. p3 u" _$ yoption without the consent of the holder, by the payment of an amount in6 V( ]% K8 ]7 ?
cash for each such share so redeemed of (i) $25.00 together with all declared
; Q1 j I/ V1 n- C( `4 Rand unpaid dividends to the date fixed for redemption in the case of
% K" B P4 Z0 z* g- V& A& Dredemptions on February 25, 2019 and on February 25 every five years
$ }! y' E; y: P& |6 I, C) vthereafter, or (ii) $25.50 together with all declared and unpaid dividends to" Y' {5 Y2 a j5 p
the date fixed for redemption in the case of redemptions on any other date
- G1 T7 ]5 w* G5 N- Jon or after February 25, 2014.
$ r% J; {8 r V$ l9 X! ]4 v9 PConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
( l1 V1 l& g Z( _Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
4 \8 U( t6 h/ X/ fthe right, at their option, to convert, on February 25, 2019 and on
# M) s- s7 M1 Z/ h- |% yFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any5 ^% S2 y2 c1 k0 A
or all of their Preferred Shares Series 19 into an equal number of Preferred; A. Y, T+ ~0 y( `& d
Shares Series 18 upon giving to the Bank written notice thereof not earlier
( X) s9 n, ~6 o0 \than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the* f, @: j3 x0 F# w
15th day preceding, a Series 19 Conversion Date.+ s: t' L8 @ G+ x. A# W- } V/ ~8 x
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
" Q* ^* [- b7 w& l# c5 lProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
9 ~( |6 _& `$ a& X+ g/ W, KSeries 18, as the case may be, that there would be outstanding on such% D+ `" U# O; Y0 x8 M E
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,5 Q& [ b: `- {: S
such remaining number of Preferred Shares Series 19 will automatically be' H* F' ? t+ R- C2 m1 h( N
converted on such Series 19 Conversion Date into an equal number of
" ^( U, k1 ]9 _+ n+ Z3 z4 rPreferred Shares Series 18. Additionally, if the Bank determines that, after
: {9 N* g! M- aconversion, there would be outstanding on such Series 19 Conversion Date& b! K: Q0 P1 Q+ O: @9 ?
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares; V6 w' R$ l$ {0 i2 m
Series 19 will be converted into Preferred Shares Series 18.
3 I0 N5 U" P' z2 GVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares. N- m, k# S% o. {2 n3 s
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
; r }) A5 U& d3 f3 V* n; Lany meeting of the shareholders of the Bank unless and until the first time at5 D( H2 d3 b8 n- _# v; e) J! @
which the Board of Directors has not declared the whole dividend on the3 S3 |6 \& h1 {1 Y! w
Preferred Shares Series 19 in any quarter. In that event, subject as
$ `0 ~ s' V$ Jhereinafter provided, the holders of Preferred Shares Series 19 will be
7 t% ^* z/ u: S" wentitled to receive notice of, and to attend, meetings of shareholders at which! k6 O# F+ K0 T) h9 U
directors of the Bank are to be elected and will be entitled to one vote for- V; B* K7 p4 H+ s
each Preferred Share Series 19 held. The voting rights of the holders of the/ h* F0 \, Q3 R' f
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of; ?) I' l# v7 {( r
the first dividend on the Preferred Shares Series 19 to which the holders are
8 u/ y& R) O9 x* bentitled thereunder subsequent to the time such voting rights first arose until
+ o( e/ v$ o K( O6 U+ hsuch time as the Bank may again fail to declare the whole dividend on the
* o' g2 P0 A7 X; M3 _Preferred Shares Series 19 in respect of any quarter, in which event such9 z9 t& f9 l8 Y7 n% O, |3 W' ~
voting rights will become effective again and so on from time to time.
9 {% f$ r9 J# h* VS-6
6 ^- v7 j- R8 k4 Z3 u9 |Priority: The preferred shares of each series of the Bank will rank on a parity with7 T4 @% \) ^! ?4 ` h
every other series and are entitled to preference over the common shares of, `4 J& l8 c# R9 V5 m" D
the Bank and over any other shares of the Bank ranking junior to the) `7 L3 x& Z9 F& k; N: r4 i% q
preferred shares with respect to the payment of dividends and upon any9 F6 ?3 u$ b0 B1 `
distribution of assets in the event of the liquidation, dissolution or
) ?/ V; l8 u; U' T, Awinding-up of the Bank.
- _3 B$ b( L3 K! YTax on Preferred Share The Bank will elect, in the manner and within the time provided under
n9 L' o6 C6 F& V9 u7 {2 hDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares( ? x0 N% B9 _& g
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
3 e# }' u: u9 w' m5 K8 H1 Vdividends received on such shares under Part IV.1 of such Act. |
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