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发表于 2008-11-29 16:58
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下面是BMO的:& f) t; V h$ [7 r! @
SUMMARY OF THE OFFERING, s# h& R4 D: u7 _9 y/ P
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’’.
- c0 C( D C( v7 _- Q0 u# ^Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
# J! q( K' @' i/ X3 m6 BAmount: $150,000,000 (6,000,000 shares).
7 `- j5 @' `: w2 b" u! kPrice and Yield: $25.00 per share to yield initially 6.50% per annum.$ \0 W C: o! W8 e4 z3 M: y
Principal Characteristics of the Preferred Shares Series 18
4 |( L- e; F9 w. z+ {0 {3 s) BDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
S0 n' @- x0 O- c- w9 m* f9 Enon-cumulative preferential cash dividends, as and when declared by the [, J9 w: O- s/ V+ n# c
Board of Directors, subject to the provisions of the Bank Act, for the initial
9 v# _2 [8 w6 e/ B) _& Bperiod commencing on the closing date and ending on and including
* b! ?* Z' u! z+ Q6 M$ N* E6 UFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the6 K7 Y/ v) c. R0 P1 b) V" U" _9 D
25th day of February, May, August and November in each year, at a rate
& U* `/ ~' B+ l1 i v5 [equal to $0.40625 per share. The initial dividend, if declared, will be payable+ U( ?4 C) J7 |' e, ^
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
. j' @' i+ s4 a" ]* ^- Idate of December 11, 2008.
- d8 [; l5 j7 z8 q4 V5 [1 O8 MFor each five-year period after the Initial Fixed Rate Period (each, a
$ A% {( f/ @8 B8 W* E" Y‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
- N# _4 Y$ _' s" A. tSeries 18 will be entitled to receive fixed non-cumulative preferential cash
& c' J ]: E/ Z' F7 ^5 k# I" Xdividends, as and when declared by the Board of Directors, subject to the4 N- y: A) E' c! N( f, F2 n) Z
provisions of the Bank Act, payable quarterly on the 25th day of February,8 |& `( \0 T1 }: _) b
May, August and November in each year, in the amount per share per annum
& W6 h7 j. `3 x s1 b. c1 Fdetermined by multiplying the Annual Fixed Dividend Rate applicable to
$ I$ t v2 F1 o+ [; {such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend- J2 ` E8 a" C' Z
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the% p+ X" J7 q2 {6 k
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day* d4 l/ N6 S3 H
of such Subsequent Fixed Rate Period and will be equal to the sum of the
; H+ g& M; f7 \/ \7 h, x# xGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
' s0 p8 b- c3 U9 h7 hplus 3.83%.# T4 P) n! U: i# V$ y) X2 @
If the Board of Directors does not declare a dividend, or any part thereof, on, B, p- v/ j/ U4 K
the Preferred Shares Series 18 on or before the dividend payment date for a; m- w, V# l# h @& T
particular quarter, then the entitlement of the holders of the Preferred4 u v2 N, L' u
Shares Series 18 to receive such dividend, or to any part thereof, for such
P6 L$ U$ U1 e* F( O; Hquarter will be forever extinguished.3 k! x0 Q( a! f
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
@+ ^ s( c0 r7 _0 @& sSuperintendent and to the provisions described below under ‘‘Details of the# J2 E- l# \0 ]+ ] v
Offering — Certain Provisions of the Preferred Shares Series 18 as a6 V6 m# |( v0 a3 I3 o4 z8 T
Series — Restrictions on Dividends and Retirement of Shares’’, on
! Y+ e! I5 c# u8 YFebruary 25, 2014 and on February 25 every five years thereafter, on not. k |2 H! ~- x8 \" Z" O
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
# M! O- q: S7 N! K# ]! fpart of the then outstanding Preferred Shares Series 18, at the Bank’s option2 T: C+ n4 Y4 u
without the consent of the holder, by the payment of an amount in cash for
2 @+ C% m# A q! {" _; O+ Q8 o8 Leach such share so redeemed of $25.00 together with all declared and unpaid, o# b/ q9 R' O' g
dividends to the date fixed for redemption.) O \0 _& x5 r+ n
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic& K) T9 f, V( A( j. j
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
- c+ M. q6 Y# Tthe right, at their option, to convert, on February 25, 2014 and on# c5 ^& E% g5 D3 T2 C5 h, T# E
S-4
0 W0 V" Y: l" G4 n$ v3 [February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any/ G4 x. r9 z& k( W# s4 P
or all of their Preferred Shares Series 18 into an equal number of Preferred
# S/ Y" K. \4 TShares Series 19 upon giving to the Bank notice thereof not earlier than3 j( E# J! u/ l0 ~* _% f
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day$ E P- J v$ _3 w9 Y
preceding, a Series 18 Conversion Date.. w4 H4 R! j2 t. c1 [
Automatic Conversion If the Bank determines, after having taken into account all shares tendered% Y) g( h1 V( m, L7 C. A
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
4 H8 X' b6 P7 j9 [& p' V1 xSeries 19, as the case may be, that there would be outstanding on such
/ Y2 S5 d. Z; a' @- MSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,3 |2 ?6 W- S8 W! l
such remaining number of Preferred Shares Series 18 will automatically be/ f& ?9 i0 z1 X5 }# r
converted on such Series 18 Conversion Date into an equal number of
* S. Z1 Y4 `3 x w$ f, q+ jPreferred Shares Series 19. Additionally, if the Bank determines that, after
) S0 U- f# ]5 Z9 X. m; Yconversion, there would be outstanding on such Series 18 Conversion Date
0 h) Q& _* z1 N, V/ k( j% qless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares9 G# r: p$ J0 G( l) x2 b4 c
Series 18 will be converted into Preferred Shares Series 19.: {2 U0 p2 X2 T/ r6 @
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares+ [ g7 I) ^: i# Y2 q6 _
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
- J' t4 t" n7 i! Wany meeting of the shareholders of the Bank unless and until the first time at
1 ~) o9 p& r1 q" ]) z* Y/ b/ nwhich the Board of Directors has not declared the whole dividend on the. L+ T- s7 H; z) S E5 _
Preferred Shares Series 18 in any quarter. In that event, subject as
- n, @) _( C; @) L" ^2 Ihereinafter provided, the holders of Preferred Shares Series 18 will be
; p d: K* x# L' @$ a: p" E& Aentitled to receive notice of, and to attend, meetings of shareholders at which; M8 f& c7 @1 \* ~+ K
directors of the Bank are to be elected and will be entitled to one vote for
; M2 ]* L6 K( e+ K, o1 e5 Meach Preferred Share Series 18 held. The voting rights of the holders of the
- k* l$ T6 o" sPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
0 |" e2 _% k! B9 c( z1 `: rthe first dividend on the Preferred Shares Series 18 to which the holders are) ~' p0 O" Y/ \( H9 q5 _1 h B. R
entitled thereunder subsequent to the time such voting rights first arose until
$ i" H0 q' o) g- @' \7 g+ s, isuch time as the Bank may again fail to declare the whole dividend on the8 E0 `+ r2 m5 D: p4 r
Preferred Shares Series 18 in respect of any quarter, in which event such/ Z5 J9 C( ^# Q! g
voting rights will become effective again and so on from time to time.
! Q, q: C) O5 v% C* |& WPrincipal Characteristics of the Preferred Shares Series 19
/ d- O( q# n. O* I# }Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive) ~- K a+ V9 _. f6 c! j9 E
floating rate non-cumulative preferential cash dividends, as and when
* l) M& r0 E6 v7 x ~2 B! adeclared by the Board of Directors, subject to the provisions of the Bank Act,. X3 N0 G& q" d! i
payable quarterly on the 25th day of February, May, August and November
1 Q" B4 l' i8 w' U* v* g; l6 b" jin each year, in the amount per share determined by multiplying the- f( @( Z0 Y' e- h1 n
applicable Quarterly Floating Dividend Rate by $25.00.
2 [5 r3 U4 u: C' `- @3 Y2 L! G( {; VOn the 30th day prior to the commencement of the initial quarterly dividend
& I; `6 b1 U" N' r9 bperiod beginning on February 25, 2014, and on the 30th day prior to the first+ q0 s2 B6 h( H# t7 ^! Q4 k
day of each subsequent quarterly dividend period (the initial quarterly# W) e+ ` V8 v- X* g6 u4 a% `
dividend period and each subsequent quarterly dividend period is referred to
! T/ L5 W# B8 ]5 f& ^2 Z% ^as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the6 @5 d) ]5 \' i0 c# X ^' i b
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
* Y: k) F5 T& ~4 [4 [) _8 |6 ^Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
" Z {" u$ _% l; V: a% v: s5 RT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days7 |# Z/ f: d! i* f5 ?5 \- ?
elapsed in the applicable Quarterly Floating Rate Period divided by 365): ?2 h( ?- f: x5 Z8 G2 \9 ~
determined on the 30th day prior to the first day of the applicable Quarterly( Q4 Z8 `* f, Y! [6 H7 y7 x
Floating Rate Period.$ R& D; G. N# }2 c4 @
S-5( i( h( m, L/ \1 l [1 {$ e* x
If the Board of Directors does not declare a dividend, or any part thereof, on
0 J: {& e+ d& C3 ~the Preferred Shares Series 19 on or before the dividend payment date for a
5 I2 o0 C& }1 Tparticular quarter, then the entitlement of the holders of the Preferred
; J* u: a/ _; b. |" ^Shares Series 19 to receive such dividend, or to any part thereof, for such
0 K1 L! s% _+ U p# |) Uquarter will be forever extinguished.# |- L6 J- j" p* U3 ?
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the+ m# X m. z( E+ p7 j# z5 Y
Superintendent and to the provisions described below under the heading" r, a" ?, h2 R
‘‘Details of the Offering — Certain Provisions of the Preferred Shares: x# \3 {- M5 o- A K3 D+ G
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
- q7 o3 e4 F' D5 D3 l$ o$ t }% jon not more than 60 nor less than 30 days’ notice, the Bank may redeem all( q3 T# G3 V( `. ~0 w4 P# ]: _
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s1 S; b1 S5 h% C! A" Z
option without the consent of the holder, by the payment of an amount in6 \, v7 {& \& {" T% p/ b
cash for each such share so redeemed of (i) $25.00 together with all declared% m2 {/ J+ G" V7 F1 K& W* S a
and unpaid dividends to the date fixed for redemption in the case of
; g7 `: |7 P: `& vredemptions on February 25, 2019 and on February 25 every five years! T: x! U+ O, @" ?) U
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to; Z1 c# Z* L" Q
the date fixed for redemption in the case of redemptions on any other date2 |5 t2 z; t- n$ A; b2 T4 {
on or after February 25, 2014.
4 C& R6 D% ?/ X3 e( }Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic0 `$ p% z) m! e
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
^% f& Y/ o* t1 _, k, y, V( Dthe right, at their option, to convert, on February 25, 2019 and on1 N" I8 I7 @3 l% n+ C4 `6 K5 T
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any$ Q2 F8 J/ ^/ ^
or all of their Preferred Shares Series 19 into an equal number of Preferred6 R) T5 Z- Q5 z3 K1 C, |
Shares Series 18 upon giving to the Bank written notice thereof not earlier2 \) l7 `+ z) A* k0 P* b6 [" x. T
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the2 J1 H9 K' F; I+ e- N O
15th day preceding, a Series 19 Conversion Date. E5 e/ y+ ^. ]3 {! n
Automatic Conversion If the Bank determines, after having taken into account all shares tendered, ~! [6 y) t1 h4 Z1 }; e/ G
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
/ ^5 G+ ?) z& J# u+ j4 r' j# ^Series 18, as the case may be, that there would be outstanding on such5 r6 K; Z1 s; Z& b
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
( h3 a) }& b) J' g nsuch remaining number of Preferred Shares Series 19 will automatically be
' Q0 M; x- |1 \( ]8 h/ Sconverted on such Series 19 Conversion Date into an equal number of# m5 K4 Q; }! u& n6 R7 V( e1 }# u
Preferred Shares Series 18. Additionally, if the Bank determines that, after
; Q6 g$ W& x: i+ Yconversion, there would be outstanding on such Series 19 Conversion Date& @7 B7 Z! F1 t9 d6 J
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
1 p, t n% _: n' k/ C# @$ M* K' z5 VSeries 19 will be converted into Preferred Shares Series 18.6 ~! e8 x4 t o, |) Y
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( W- T) i1 f$ \
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
+ e) Q7 L! U1 D2 p/ H: c2 ~' o$ oany meeting of the shareholders of the Bank unless and until the first time at5 l) `2 s5 [" W- G5 S+ c
which the Board of Directors has not declared the whole dividend on the( r0 Z9 l3 l2 \! s4 m2 l7 m3 H
Preferred Shares Series 19 in any quarter. In that event, subject as3 y+ E( c3 W% g( l4 I) }
hereinafter provided, the holders of Preferred Shares Series 19 will be
0 ^! |( v0 L1 v& {9 J" ?3 f8 Hentitled to receive notice of, and to attend, meetings of shareholders at which
- b K$ I% E- P ?- k: D7 qdirectors of the Bank are to be elected and will be entitled to one vote for3 \/ e2 d& o6 O" J. O" G* L
each Preferred Share Series 19 held. The voting rights of the holders of the) G4 o1 J7 b- \5 I5 `' W* P0 ]
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
M: O# f( Q. l Lthe first dividend on the Preferred Shares Series 19 to which the holders are' `7 u, S) w3 d% T* `: h
entitled thereunder subsequent to the time such voting rights first arose until
3 B% b! u" j9 M* [such time as the Bank may again fail to declare the whole dividend on the
. c" o) j4 x4 vPreferred Shares Series 19 in respect of any quarter, in which event such
. {( ]+ \ J: s; G J& v; G( F, Rvoting rights will become effective again and so on from time to time.5 a: J7 y' A( v4 r/ R7 N6 j1 ^
S-6
2 s- {$ n' ^: D* K+ N! zPriority: The preferred shares of each series of the Bank will rank on a parity with3 E/ w: B+ g3 M1 F- Z0 @
every other series and are entitled to preference over the common shares of& B& r/ t: I( x$ p
the Bank and over any other shares of the Bank ranking junior to the" z; A( K! }! B- u! _ e9 W
preferred shares with respect to the payment of dividends and upon any
! Q- b1 Q7 G6 H! _/ H6 g+ B% Mdistribution of assets in the event of the liquidation, dissolution or! t% A3 ~. x4 S' [. E6 R, G
winding-up of the Bank.2 i+ X" |8 f0 N7 r. c
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
4 |/ B: J9 Q' N3 u- H* |6 }Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
; W3 z- j/ b: d7 e& ^Series 18 and Preferred Shares Series 19 will not be required to pay tax on8 Y2 \* m# K. ]2 b
dividends received on such shares under Part IV.1 of such Act. |
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