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发表于 2008-11-29 16:58
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下面是BMO的:' L3 F- c- ?' ~) K8 G
SUMMARY OF THE OFFERING# s* L: Q. b# [1 R1 j4 T* 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’’.( W: l% B/ d3 A
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
7 m+ F% F0 h# kAmount: $150,000,000 (6,000,000 shares).
" t, Y( h2 D. r2 [* YPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
! W2 Q* ]- R% r5 c3 ?; v RPrincipal Characteristics of the Preferred Shares Series 18- m: J, w7 z z# O; j
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed1 j9 p4 p7 I+ s9 B9 d% ^
non-cumulative preferential cash dividends, as and when declared by the" w* v- l* ]& b: L: r
Board of Directors, subject to the provisions of the Bank Act, for the initial4 J' p1 n. S' b# {/ ~# e
period commencing on the closing date and ending on and including* Z2 t* y+ J& i. J
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the0 w0 P+ Q) X& p* Q' H0 G7 b5 ^% ^3 ?* y
25th day of February, May, August and November in each year, at a rate d7 a" w U/ y1 j) O
equal to $0.40625 per share. The initial dividend, if declared, will be payable
7 \" @! R" K: G" k# Z- G3 I; L, yMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
1 d: W8 f4 p% c$ X+ qdate of December 11, 2008.7 k" B1 {+ ]3 T
For each five-year period after the Initial Fixed Rate Period (each, a0 B! p0 {8 t- P1 r/ V! ^
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
$ r' W2 C2 c& ^Series 18 will be entitled to receive fixed non-cumulative preferential cash
9 x8 W" U5 {7 f# m' X: {3 j K1 M% M. qdividends, as and when declared by the Board of Directors, subject to the. i4 R; c7 q/ w+ ^
provisions of the Bank Act, payable quarterly on the 25th day of February,
0 P+ Y8 H4 z& F# dMay, August and November in each year, in the amount per share per annum" V% K2 q* ^6 G
determined by multiplying the Annual Fixed Dividend Rate applicable to' k0 e6 H5 w T3 P
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
& l* b5 u) q7 ]$ mRate for the ensuing Subsequent Fixed Rate Period will be determined by the) x& ]6 p, Z/ }. q R
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day! [# u$ W# T9 H
of such Subsequent Fixed Rate Period and will be equal to the sum of the( `% p* v1 r+ ^/ \' g4 G/ b% c
Government of Canada Yield on the applicable Fixed Rate Calculation Date2 d" E7 v6 Z2 T1 o
plus 3.83%.# `' \2 p3 _7 ]1 Q2 m8 R$ j2 l
If the Board of Directors does not declare a dividend, or any part thereof, on
% u- w2 {6 B- |0 X u% Gthe Preferred Shares Series 18 on or before the dividend payment date for a
3 R$ G4 V T3 ?) g: f+ q; Xparticular quarter, then the entitlement of the holders of the Preferred
6 A% {' b! R) C: i' fShares Series 18 to receive such dividend, or to any part thereof, for such
6 y' u+ W" D* W# Rquarter will be forever extinguished.4 U& N: P) d' m5 _ ~6 P
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
. c( ^0 T: i) z0 W# m9 dSuperintendent and to the provisions described below under ‘‘Details of the+ s( x$ ~: ]% }; c
Offering — Certain Provisions of the Preferred Shares Series 18 as a
; f( E8 T h9 u* {: X3 ^4 vSeries — Restrictions on Dividends and Retirement of Shares’’, on
, A# [1 x) v7 `- f! |February 25, 2014 and on February 25 every five years thereafter, on not# w! S/ G" t) A" T W& ~8 ^
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
2 d( {' W/ M! @* g& ^part of the then outstanding Preferred Shares Series 18, at the Bank’s option
$ ? r+ J2 L" ?% Y) ]1 H7 vwithout the consent of the holder, by the payment of an amount in cash for
( d# W( r; I# H! J8 I% ieach such share so redeemed of $25.00 together with all declared and unpaid
9 U, Q' j+ ]; A ?dividends to the date fixed for redemption.
' I7 l- f* H" L% ?( ^* C& e, `Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic( s- `- l* S0 g6 V; |* [8 V
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have( y6 y9 v0 ?/ N+ {5 m8 A
the right, at their option, to convert, on February 25, 2014 and on8 h- l4 s( Y! [1 p
S-4
$ M; J p/ d/ W7 z/ JFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any( j- |6 X" P$ O- @+ O: A# g# [$ D' S
or all of their Preferred Shares Series 18 into an equal number of Preferred
( d$ T) f: ^* K3 AShares Series 19 upon giving to the Bank notice thereof not earlier than7 ]! t" `: B5 e- i1 |* @
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day# E5 n+ I! @1 b3 O2 X% p" N" }" H; ~
preceding, a Series 18 Conversion Date.1 y; t% P$ D3 W' N8 q" C. A! j+ o
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
- a. k8 O$ C, G/ N8 T: FProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares m: C8 C; Z* Q- |+ v+ w' Q
Series 19, as the case may be, that there would be outstanding on such) T* ^$ `0 c# v% b
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,/ d9 T: W6 M% Y$ H7 Y6 x; h
such remaining number of Preferred Shares Series 18 will automatically be" L) i: D. _7 f6 P3 l( v8 D
converted on such Series 18 Conversion Date into an equal number of
9 I2 |# ]4 W& r2 @Preferred Shares Series 19. Additionally, if the Bank determines that, after
5 t5 U G' Y, {! B. U" Tconversion, there would be outstanding on such Series 18 Conversion Date
; q; r8 I8 p' z! ~1 C2 ~less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
0 \, R; A- i2 \) E- J: sSeries 18 will be converted into Preferred Shares Series 19.$ N$ p. a" X- l9 H
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares, V$ s6 [2 A4 ^: n( ]
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
8 i ]2 _& v3 r$ f6 C8 zany meeting of the shareholders of the Bank unless and until the first time at/ w+ ^# A! _0 w n
which the Board of Directors has not declared the whole dividend on the8 D/ A, a% a; ]; i) c; G, g
Preferred Shares Series 18 in any quarter. In that event, subject as- ]/ J8 X! e' ~
hereinafter provided, the holders of Preferred Shares Series 18 will be* V6 d. ~- m, l
entitled to receive notice of, and to attend, meetings of shareholders at which/ m- u: ], B& A. j0 K. u, b
directors of the Bank are to be elected and will be entitled to one vote for" j8 [! d5 y& A, @. W( u: N
each Preferred Share Series 18 held. The voting rights of the holders of the
/ y9 Z9 a3 V& W0 hPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
! I) R2 t& `, Y! |& b. W) ythe first dividend on the Preferred Shares Series 18 to which the holders are
3 A) B9 {( z* o( Yentitled thereunder subsequent to the time such voting rights first arose until0 K/ c" C7 ]) C
such time as the Bank may again fail to declare the whole dividend on the
1 ?! M6 P3 N4 B; _* N; i6 l+ vPreferred Shares Series 18 in respect of any quarter, in which event such. S4 p" U0 G* W; T
voting rights will become effective again and so on from time to time.
! C$ s; n9 f5 U6 V5 |# I% QPrincipal Characteristics of the Preferred Shares Series 198 e3 \, H+ ?1 `% W7 H* q/ {7 ?
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive" s$ ?# w( k% K- w* {$ \
floating rate non-cumulative preferential cash dividends, as and when
v5 z$ k8 g- F `) F# g1 i* Tdeclared by the Board of Directors, subject to the provisions of the Bank Act,) e% g- d3 I; E7 }: u
payable quarterly on the 25th day of February, May, August and November
2 V' e4 k+ K( P+ r2 J/ x5 Iin each year, in the amount per share determined by multiplying the' S$ Y5 g; T f
applicable Quarterly Floating Dividend Rate by $25.00.
8 r/ K# J! ] b2 _* VOn the 30th day prior to the commencement of the initial quarterly dividend
. Q- N# l7 E9 @period beginning on February 25, 2014, and on the 30th day prior to the first1 E; u& `& |3 D4 h
day of each subsequent quarterly dividend period (the initial quarterly
; M- ]# L& v* n5 G; rdividend period and each subsequent quarterly dividend period is referred to4 U" r o, B9 a, I4 d- s
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
% x. f7 [* |( r1 }# P1 ?8 {! yQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate- U" y: i8 T# w Z+ F, q
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the! v8 O, u' y) t. w" k% }
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
% X. O, X. N6 r& P6 S( |# jelapsed in the applicable Quarterly Floating Rate Period divided by 365)* M4 H! x5 u( J
determined on the 30th day prior to the first day of the applicable Quarterly* v e R' B2 \6 t; `
Floating Rate Period.
8 H0 k, |1 h/ S% v7 cS-5
4 O. b( T) }6 ?" j$ z% AIf the Board of Directors does not declare a dividend, or any part thereof, on
- J' s* e f z5 {& O' ^+ Zthe Preferred Shares Series 19 on or before the dividend payment date for a8 A' R8 _( a& {
particular quarter, then the entitlement of the holders of the Preferred( E# g2 w j: N) ]$ I
Shares Series 19 to receive such dividend, or to any part thereof, for such
& x* s- \) n; R6 B8 S, y+ Fquarter will be forever extinguished.
! a+ |& o3 o4 J2 IRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
! N2 B+ c0 \1 Q0 nSuperintendent and to the provisions described below under the heading5 l% m+ V0 N* Q2 x, W( y
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
- t7 ^- ?5 F7 P4 S& {Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
- Y- [1 k+ z! o% Y# P, ron not more than 60 nor less than 30 days’ notice, the Bank may redeem all$ O" i/ F: y& H3 \+ \/ C
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s9 }) m( N8 }' M6 |- X5 U
option without the consent of the holder, by the payment of an amount in
1 c$ l0 q7 ]9 b' e3 mcash for each such share so redeemed of (i) $25.00 together with all declared* O2 H" C5 {0 Z- Q4 q+ [# Y
and unpaid dividends to the date fixed for redemption in the case of
) f) x0 l) ~. D& a$ F( Z* z. Kredemptions on February 25, 2019 and on February 25 every five years
) L5 G3 h) D4 O) qthereafter, or (ii) $25.50 together with all declared and unpaid dividends to# h5 X" Y# K& E" G# F
the date fixed for redemption in the case of redemptions on any other date* w( _$ |" n7 [% B g8 u* b( s) F
on or after February 25, 2014./ u8 e. s X4 O
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic4 O5 Z2 B0 f3 h ~; H4 J6 M# f
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
) L1 }6 f' q9 S7 sthe right, at their option, to convert, on February 25, 2019 and on
' }9 Q3 S2 p0 i1 \February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any* ^ Y# @3 S3 i( ^
or all of their Preferred Shares Series 19 into an equal number of Preferred
: G+ r, G8 h7 o" JShares Series 18 upon giving to the Bank written notice thereof not earlier
0 \- Q- B! }+ H3 G+ i; G Pthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
+ L$ w) J0 V3 r% B! g! H w15th day preceding, a Series 19 Conversion Date.
# r ^" Q( b! ~5 R: a6 n v3 uAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
/ `# t9 E* T0 J, QProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
, O& q4 { @# f1 J, @0 g2 o, q/ jSeries 18, as the case may be, that there would be outstanding on such4 |! ~# ~' ^8 T! \
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
! y. ]4 w$ @4 Q+ W: B# O' asuch remaining number of Preferred Shares Series 19 will automatically be9 E7 v$ o, ]$ r
converted on such Series 19 Conversion Date into an equal number of
6 d- g% X, Y. a- o0 EPreferred Shares Series 18. Additionally, if the Bank determines that, after
- m+ l) A5 P1 x1 m1 p& K" hconversion, there would be outstanding on such Series 19 Conversion Date4 E5 z8 @: Z# |. B% K0 T
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
' s2 S6 u3 H- a# ~/ \8 L0 hSeries 19 will be converted into Preferred Shares Series 18.2 w. w5 I4 A7 d$ |. {4 x
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares5 s0 {5 ]3 @1 C) y5 l p. k6 W0 n
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
) [6 w. P, A w/ T3 I/ W$ qany meeting of the shareholders of the Bank unless and until the first time at; @( J, @% G, O; X2 H Y7 _3 Y
which the Board of Directors has not declared the whole dividend on the/ N3 ~! S! ]* i+ r3 s6 N* o
Preferred Shares Series 19 in any quarter. In that event, subject as
( s! z, g, I( g0 J- [6 m# ]$ Ihereinafter provided, the holders of Preferred Shares Series 19 will be4 k! I% |0 M' `3 }* k) E8 V
entitled to receive notice of, and to attend, meetings of shareholders at which2 A6 x+ F9 g& q5 I& o K. F
directors of the Bank are to be elected and will be entitled to one vote for
+ G8 t% C" r: p. g% Veach Preferred Share Series 19 held. The voting rights of the holders of the: j1 d- Y Z! L7 R* m2 R% z
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
7 f8 @) d3 ]( Ythe first dividend on the Preferred Shares Series 19 to which the holders are b$ e- U' e) y! \2 \
entitled thereunder subsequent to the time such voting rights first arose until# I6 G3 J( }" ^! t7 A+ F" E
such time as the Bank may again fail to declare the whole dividend on the% W# W5 r6 H8 H% O, Z0 O0 o* u( p
Preferred Shares Series 19 in respect of any quarter, in which event such* T7 ~5 o7 N2 e! i& }, ^
voting rights will become effective again and so on from time to time.
7 X8 G8 Q2 r) f5 `7 pS-6* ~- i- a3 U& B+ r
Priority: The preferred shares of each series of the Bank will rank on a parity with' C% ^- m5 \$ r5 l8 X
every other series and are entitled to preference over the common shares of
7 f4 d% T; |( R8 E5 v+ Ethe Bank and over any other shares of the Bank ranking junior to the
' }8 ~0 \. s M+ P( o9 E0 y" Cpreferred shares with respect to the payment of dividends and upon any3 {) F8 n$ }9 @" T
distribution of assets in the event of the liquidation, dissolution or% S: m3 P4 o7 Q% ]7 |, V, S( _
winding-up of the Bank.7 h N; G( y0 ]
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
/ J$ U- k# T; ADividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
6 N6 h' @9 t- c; l+ Z( x& ^& E0 ]Series 18 and Preferred Shares Series 19 will not be required to pay tax on
$ H- S( t2 Y6 h6 G+ f9 Udividends received on such shares under Part IV.1 of such Act. |
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