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发表于 2008-11-29 16:58
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下面是BMO的:
& H- X# }3 q9 w, X& ESUMMARY OF THE OFFERING
3 f" a, w' d# b& SThis 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’’.
& f2 D$ ]8 d5 y1 D, Z _Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.) H3 x/ M6 p2 [
Amount: $150,000,000 (6,000,000 shares).
0 W5 @ W ^: u- Q. BPrice and Yield: $25.00 per share to yield initially 6.50% per annum.1 h- n" c" Y0 ?+ L5 P+ p* \
Principal Characteristics of the Preferred Shares Series 18
6 d2 Y. Z6 v4 x7 C. pDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed" Y/ u! [9 y: ^# b U8 g# P
non-cumulative preferential cash dividends, as and when declared by the" c( u7 S) i# V; z" F
Board of Directors, subject to the provisions of the Bank Act, for the initial. y+ J) k6 `- d* P
period commencing on the closing date and ending on and including
9 w4 M5 {) I) s" T2 g2 d1 f aFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the- [9 p! E8 _7 F' w6 c0 f2 o; p8 l1 L
25th day of February, May, August and November in each year, at a rate3 ?' ]# X9 z% ?" A
equal to $0.40625 per share. The initial dividend, if declared, will be payable9 ]1 F6 d- {- Q5 w' l
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
1 W$ R1 q4 N- Jdate of December 11, 2008.. C+ q& n2 U1 j
For each five-year period after the Initial Fixed Rate Period (each, a& D" V% [- E, Z8 ?# Q5 }' E
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
Y$ ], [( |# aSeries 18 will be entitled to receive fixed non-cumulative preferential cash8 i2 S+ p2 p$ f5 U; v: s3 }% B1 P
dividends, as and when declared by the Board of Directors, subject to the# \0 [2 @2 d, v; X" y: F+ O
provisions of the Bank Act, payable quarterly on the 25th day of February,1 t# f. [' h' e( m- g6 Y- l
May, August and November in each year, in the amount per share per annum
9 a6 b8 r' @0 q; w3 C+ j& J$ Wdetermined by multiplying the Annual Fixed Dividend Rate applicable to% f- {# k+ I7 O- Q9 g
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend5 k& G M9 u4 Z$ e) d
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the% H- a; q1 w, O3 T) E9 ^ [: s9 w
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
8 C- y! _6 S, B3 k( z0 }4 B5 P+ Uof such Subsequent Fixed Rate Period and will be equal to the sum of the
' n( |# c' Y7 u7 @4 Q9 EGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
" D9 w, g' R! K% o$ l0 E8 j- fplus 3.83%., W& O5 j k _+ B
If the Board of Directors does not declare a dividend, or any part thereof, on
1 g- _0 G$ l+ N3 x# a5 {1 sthe Preferred Shares Series 18 on or before the dividend payment date for a# z6 Q( x" c/ u* z- ?4 h
particular quarter, then the entitlement of the holders of the Preferred
6 t5 `8 B V# {. \1 y$ ~! `Shares Series 18 to receive such dividend, or to any part thereof, for such2 i" l1 G5 n W1 Y, A1 j/ h" ?
quarter will be forever extinguished.' e8 H- V- `: i
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
, T& m2 ]3 r" n' {: `' ^5 b2 RSuperintendent and to the provisions described below under ‘‘Details of the; |, ~) E& X5 K& T! F6 ~9 D7 Y
Offering — Certain Provisions of the Preferred Shares Series 18 as a8 Q1 K) N4 R' r! C$ a% S* a3 ]5 ^6 R5 `
Series — Restrictions on Dividends and Retirement of Shares’’, on
' ^' u c' t- R5 x) u: GFebruary 25, 2014 and on February 25 every five years thereafter, on not
" G, R, M+ e4 s4 V0 ^$ Amore than 60 nor less than 30 days’ notice, the Bank may redeem all or any7 _" ]- A+ b2 F
part of the then outstanding Preferred Shares Series 18, at the Bank’s option+ [6 ?( F8 ]- D
without the consent of the holder, by the payment of an amount in cash for
/ T7 p9 H+ d3 K3 e! F- k8 ?each such share so redeemed of $25.00 together with all declared and unpaid
, v$ ?) U! g8 L6 _- Wdividends to the date fixed for redemption.4 V1 c P6 o" p* R
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
- R: x1 h' F+ P$ e" U- yShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have7 {- y6 q: K5 M6 |; m8 e
the right, at their option, to convert, on February 25, 2014 and on: o* U0 |9 Z3 W9 R& |- G
S-4
; l) B& {0 @# @" @( {9 eFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
! v, g: ?7 L3 J bor all of their Preferred Shares Series 18 into an equal number of Preferred
$ K/ G& {4 C" j' o& m: o4 TShares Series 19 upon giving to the Bank notice thereof not earlier than
0 @9 V* }6 e* v' Q' n: d# u, K! h30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
+ T5 ]! V2 J) v% F' U: npreceding, a Series 18 Conversion Date.( j; J5 P# V6 @, j1 T- N
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
, _7 a% P& r/ F* q" UProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
& D ^# j/ m5 D+ ?% Z0 u7 E2 O8 eSeries 19, as the case may be, that there would be outstanding on such/ |& i% c5 C- Q
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18, z8 b; x1 i1 |( F" G* D. w& x+ {
such remaining number of Preferred Shares Series 18 will automatically be8 c' o5 J- ]1 \8 F$ G; n
converted on such Series 18 Conversion Date into an equal number of; e4 i3 q% `* o6 `; H
Preferred Shares Series 19. Additionally, if the Bank determines that, after2 V0 k8 a) E* q5 _% {1 I
conversion, there would be outstanding on such Series 18 Conversion Date, ~6 H1 V0 ~- ]* Z8 @. J4 t0 K2 i# Y
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares7 D0 y9 A9 w& j$ s
Series 18 will be converted into Preferred Shares Series 19.
' T1 X$ D0 K$ i9 ?) w) m' l& YVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares4 [5 K" V7 y: q* T& f2 k) }
Series 18 will not be entitled as such to receive notice of, attend, or vote at, y6 I3 H/ U- }* I
any meeting of the shareholders of the Bank unless and until the first time at1 P/ a7 W4 l! I+ l
which the Board of Directors has not declared the whole dividend on the
9 w- M' E+ Y& S+ b) T FPreferred Shares Series 18 in any quarter. In that event, subject as
5 |% p" v. F: F) j7 p$ Y8 w# \hereinafter provided, the holders of Preferred Shares Series 18 will be
7 c( j5 R4 ?$ x0 b( ^) {entitled to receive notice of, and to attend, meetings of shareholders at which
! q; {( V0 O% A; Q c2 tdirectors of the Bank are to be elected and will be entitled to one vote for
5 Q( B; f* H$ b! {each Preferred Share Series 18 held. The voting rights of the holders of the
6 {. }4 g1 C+ S* fPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
6 a" @' T1 c, W2 `7 f* G7 ^; Dthe first dividend on the Preferred Shares Series 18 to which the holders are
: X; P% e) R D3 q4 V7 zentitled thereunder subsequent to the time such voting rights first arose until9 s- p) U( z* ~/ u- N
such time as the Bank may again fail to declare the whole dividend on the
& F p, P8 d0 S! u0 A! }Preferred Shares Series 18 in respect of any quarter, in which event such
' T- g7 \: I- {8 Jvoting rights will become effective again and so on from time to time.
* C! U1 |; l- H) CPrincipal Characteristics of the Preferred Shares Series 19
2 I' a1 m$ e& F( I: a7 MDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
, z3 P2 o( l, x% z$ w5 }4 w+ D) S0 hfloating rate non-cumulative preferential cash dividends, as and when
8 T% c4 R+ r1 |. s) ^9 I7 _declared by the Board of Directors, subject to the provisions of the Bank Act,
. ?8 F7 ?- z# p# {5 E* qpayable quarterly on the 25th day of February, May, August and November
* b$ A! h4 b, c( Rin each year, in the amount per share determined by multiplying the
( G/ F# F6 e2 A$ L+ |; P" Kapplicable Quarterly Floating Dividend Rate by $25.00.
, V+ W% Q1 G- j* G1 }% B' dOn the 30th day prior to the commencement of the initial quarterly dividend0 @! {# Y0 f7 L
period beginning on February 25, 2014, and on the 30th day prior to the first
) ~$ p! {: d5 o6 X. A8 ]! pday of each subsequent quarterly dividend period (the initial quarterly
4 p) F3 Z B8 k: Z: n' m. S5 m8 hdividend period and each subsequent quarterly dividend period is referred to
% v$ D9 C4 j3 tas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
' t% q: a8 Q0 m$ o& p3 pQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
% E) ~1 D( m4 }Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
9 t) J7 B/ r V! i0 p& [% ? {% m8 _& sT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days8 V* X N- e i, B. ^& L! K
elapsed in the applicable Quarterly Floating Rate Period divided by 365)( b* Q( j# W" u) N
determined on the 30th day prior to the first day of the applicable Quarterly- H2 U! n2 u6 U* T* c
Floating Rate Period.4 O9 P3 U- ?7 P% F. d7 q. n
S-5
# b+ D& S" G) e# lIf the Board of Directors does not declare a dividend, or any part thereof, on0 ?! l0 X7 G: p6 y* Z
the Preferred Shares Series 19 on or before the dividend payment date for a/ I3 _; P, z* a- X* w" n) j
particular quarter, then the entitlement of the holders of the Preferred
1 a( g) T" Y9 `7 F! LShares Series 19 to receive such dividend, or to any part thereof, for such
, D* V* ^- i& X0 B5 U% vquarter will be forever extinguished.4 ]0 [: S, V: c0 ]4 y. W
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the- |9 g+ D; j! G% g
Superintendent and to the provisions described below under the heading
: I4 R, u8 A, g: C3 r& Z7 o‘‘Details of the Offering — Certain Provisions of the Preferred Shares" u t: O, f+ D: \8 q- k
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
* ?7 I- ^1 e$ Z7 {on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
! X F* R! x0 b6 L5 f6 Cor any part of the then outstanding Preferred Shares Series 19, at the Bank’s. x& A" X; k- N$ f9 H
option without the consent of the holder, by the payment of an amount in
" S# d3 n. m; b! q% Pcash for each such share so redeemed of (i) $25.00 together with all declared$ @! E* \" f; c( [- h: D
and unpaid dividends to the date fixed for redemption in the case of) ^. ~* G/ N7 F' g" E% ]8 T& x
redemptions on February 25, 2019 and on February 25 every five years
; ~; \9 t0 o7 c' L' Zthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
' F6 K8 L' F1 i; R, R, |. Lthe date fixed for redemption in the case of redemptions on any other date9 d( \8 {7 N/ w' Y3 K
on or after February 25, 2014.
# [4 M1 b: i' b7 VConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
; `9 f$ ~1 {4 j0 X$ x6 M, K; Z; Y6 \Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have1 c8 @2 c1 N! `1 G+ {% i! _
the right, at their option, to convert, on February 25, 2019 and on
; X8 Q/ G; e, a& f6 b* @February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any8 {: ^- q* l3 ]3 r) B
or all of their Preferred Shares Series 19 into an equal number of Preferred
3 @ u8 h4 F) B5 aShares Series 18 upon giving to the Bank written notice thereof not earlier" K5 w1 o5 [0 X+ \9 U7 U
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
& W! w9 [$ v) R7 V0 L/ ]# u15th day preceding, a Series 19 Conversion Date.
1 \! Z' A/ K# v6 t6 y9 E9 ZAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
. E% r* ~5 x" H' V B9 SProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
# O) _2 ^6 G8 S( q" p4 h1 uSeries 18, as the case may be, that there would be outstanding on such
+ Q8 r. S7 {$ F: S' iSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
, [5 u' | _5 I% x9 @such remaining number of Preferred Shares Series 19 will automatically be# Y* R+ O+ j6 s- O
converted on such Series 19 Conversion Date into an equal number of
7 P+ K' _* c. |: RPreferred Shares Series 18. Additionally, if the Bank determines that, after; e: {6 K* `9 y; \
conversion, there would be outstanding on such Series 19 Conversion Date
- q9 ^6 d5 V q( [% J( J3 u' f% |less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares2 j* H4 S6 ^3 t8 L! P- o: e% L
Series 19 will be converted into Preferred Shares Series 18./ ]& {9 p4 ]9 D2 ~; D# G ~' D
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares$ M3 K4 C& A) w" \6 {
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
0 A: d8 Y8 j' L# Dany meeting of the shareholders of the Bank unless and until the first time at
# F5 Z. k; | o0 Y. O1 jwhich the Board of Directors has not declared the whole dividend on the
3 P7 w- n4 C WPreferred Shares Series 19 in any quarter. In that event, subject as9 k& y5 `( f v7 a1 @0 o. n4 r
hereinafter provided, the holders of Preferred Shares Series 19 will be
6 L* q% G1 b% ?entitled to receive notice of, and to attend, meetings of shareholders at which
3 E$ a* C- M: n7 V3 G n; Pdirectors of the Bank are to be elected and will be entitled to one vote for- O- j9 f8 ~' o/ t
each Preferred Share Series 19 held. The voting rights of the holders of the0 R# r: I) y4 K- E5 B) Q
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of! Z: k- c' L' t3 U) H3 |
the first dividend on the Preferred Shares Series 19 to which the holders are
! ^9 \9 p) R' m4 B5 O& z$ o; ventitled thereunder subsequent to the time such voting rights first arose until
: p3 X) j$ Q; X5 b/ |% ~" Csuch time as the Bank may again fail to declare the whole dividend on the
4 d" w$ j1 r' CPreferred Shares Series 19 in respect of any quarter, in which event such
. h& j8 @2 C: U3 g& X9 O& ?voting rights will become effective again and so on from time to time.
6 R% V7 u! d5 v2 @S-6' i' n4 v1 L0 Y% S3 p
Priority: The preferred shares of each series of the Bank will rank on a parity with5 ?+ u9 {# L2 c- `4 v. a& |( T1 g
every other series and are entitled to preference over the common shares of
1 }0 s% U. M4 ?# r2 X$ ythe Bank and over any other shares of the Bank ranking junior to the6 S# o2 k0 ]( w. |. D2 Z3 s
preferred shares with respect to the payment of dividends and upon any1 n9 y, n' W% ^/ b, d7 Z
distribution of assets in the event of the liquidation, dissolution or0 b: N1 x! _- C/ b' C' \
winding-up of the Bank.
& p5 B( p8 Z K% Z5 O) W7 u6 |+ rTax on Preferred Share The Bank will elect, in the manner and within the time provided under k, o+ g% d! M2 D- P/ Z
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
* q0 W( W4 j. w; [" w* g aSeries 18 and Preferred Shares Series 19 will not be required to pay tax on0 w4 V0 P: d* }, l) c1 R
dividends received on such shares under Part IV.1 of such Act. |
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