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发表于 2008-11-29 16:58
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下面是BMO的:
% A, e4 z4 P; ]6 W. G) K/ Y! g# sSUMMARY OF THE OFFERING
3 r. w/ p( u, g( }2 Z# qThis 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’’.
" }+ E: K4 W8 QIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.( V, h$ ], J. i
Amount: $150,000,000 (6,000,000 shares).7 P+ k0 O0 m( x4 Y3 J* g: x
Price and Yield: $25.00 per share to yield initially 6.50% per annum.' l. v% X8 s" X
Principal Characteristics of the Preferred Shares Series 18
9 t+ i7 c) o( {% R" KDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed/ d( S4 U% R. F/ |7 y, G+ Q9 `
non-cumulative preferential cash dividends, as and when declared by the
! T5 ]7 S: ~: J/ o* O$ rBoard of Directors, subject to the provisions of the Bank Act, for the initial( E2 _* D2 ~" A( [" k4 r, O: r
period commencing on the closing date and ending on and including% ?8 \' p6 o! U$ i- [7 e9 ~
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
& w6 ], ?* n1 s" e0 c$ _25th day of February, May, August and November in each year, at a rate
7 \9 P0 c% u0 k/ l* b+ F* u xequal to $0.40625 per share. The initial dividend, if declared, will be payable
- A) k/ ]/ E2 TMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing! r- D9 W, v) G$ u# F. L& O
date of December 11, 2008.5 G2 Z0 \% Q& O1 h
For each five-year period after the Initial Fixed Rate Period (each, a6 \' f/ i' n- ?1 m3 G
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
; @( T7 f9 p) s5 h$ gSeries 18 will be entitled to receive fixed non-cumulative preferential cash
$ p$ o& {) F( d" m( N/ v0 R! S9 rdividends, as and when declared by the Board of Directors, subject to the
, z7 }, @# X4 d0 ~/ Aprovisions of the Bank Act, payable quarterly on the 25th day of February,
* A5 O$ A5 C8 p$ ~. I1 F4 u( aMay, August and November in each year, in the amount per share per annum: v( B1 r! L% k7 Y9 X- T
determined by multiplying the Annual Fixed Dividend Rate applicable to
5 X% k* Y" y2 P8 a" k$ G; g; f0 j% K* Psuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend9 q- ]1 ]" M0 R W1 F3 b1 T
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the: f% T% S: a3 ]: q. W+ |
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day) S* F$ F& x/ r' R
of such Subsequent Fixed Rate Period and will be equal to the sum of the- M7 Q7 ~2 w- `6 u* T7 M7 I
Government of Canada Yield on the applicable Fixed Rate Calculation Date P: Z0 T2 ?* x
plus 3.83%.# k7 |( @, D! l% \5 D! i7 O
If the Board of Directors does not declare a dividend, or any part thereof, on
. i! Y! K) Y! N8 D1 c; E0 `the Preferred Shares Series 18 on or before the dividend payment date for a
8 F. |9 t* T+ }6 P! `particular quarter, then the entitlement of the holders of the Preferred- r8 l2 O9 N$ S0 j, o, L
Shares Series 18 to receive such dividend, or to any part thereof, for such
$ P+ E5 @2 Z% F1 ^; y/ tquarter will be forever extinguished.
7 m% g6 {9 n+ C( E( LRedemption: Subject to the provisions of the Bank Act and to the prior consent of the+ a' @4 Z E$ |& [. r
Superintendent and to the provisions described below under ‘‘Details of the
5 w, O8 P, e/ MOffering — Certain Provisions of the Preferred Shares Series 18 as a4 l, K8 \8 R+ c9 G/ @+ W
Series — Restrictions on Dividends and Retirement of Shares’’, on# h" z) C5 L, \' c/ {+ Z6 ~
February 25, 2014 and on February 25 every five years thereafter, on not
; S2 R1 }& J |' C- {2 y2 Hmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any9 g8 p/ Y$ D" ] b2 @
part of the then outstanding Preferred Shares Series 18, at the Bank’s option" o, s5 j3 a W
without the consent of the holder, by the payment of an amount in cash for
( l: T- E7 |* a$ r& U" Neach such share so redeemed of $25.00 together with all declared and unpaid
( m+ P. x4 ?/ }dividends to the date fixed for redemption.
; S5 B6 V+ s2 J$ V% I tConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
& Z9 @2 A. Q+ B) F% X+ m- _Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have+ w) J0 B$ @2 {- Q$ w) g& [
the right, at their option, to convert, on February 25, 2014 and on4 X" d1 H6 d% R- Y3 }5 |( y5 ~
S-4
( B: c& b+ Q) r% z) jFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
( s3 V3 {5 c% M0 O" X% X; D" Kor all of their Preferred Shares Series 18 into an equal number of Preferred( C8 S0 M6 d$ t$ r
Shares Series 19 upon giving to the Bank notice thereof not earlier than
& a( @1 i" g5 h' k30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
- \: `0 ?3 }7 O& T8 mpreceding, a Series 18 Conversion Date.
. [% c' C2 [) O! Z9 xAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
1 u) A6 k! z& s! n" lProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
5 {9 }; ^3 h# {" F0 e5 {3 ]" u) W; `Series 19, as the case may be, that there would be outstanding on such
# {4 t) \ V0 Y c, R2 C, ESeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,. B% Y: L6 |7 c6 O4 t
such remaining number of Preferred Shares Series 18 will automatically be9 f5 w2 m, c6 b* u
converted on such Series 18 Conversion Date into an equal number of
7 D& k2 Y/ {, n- EPreferred Shares Series 19. Additionally, if the Bank determines that, after
2 k" s! J( p+ r& u7 Dconversion, there would be outstanding on such Series 18 Conversion Date
- E- \8 L9 F3 kless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares( X6 U! e: T) ?& p! g# P
Series 18 will be converted into Preferred Shares Series 19.
4 G6 i. T3 W k- G, iVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares+ m2 o; G6 g! @/ B; O9 q1 P' ]9 ~
Series 18 will not be entitled as such to receive notice of, attend, or vote at,: p6 ~4 ]9 l0 [6 R+ ^
any meeting of the shareholders of the Bank unless and until the first time at, t( K* \5 i7 x4 U' n
which the Board of Directors has not declared the whole dividend on the
; j4 o7 f6 g2 v; @' aPreferred Shares Series 18 in any quarter. In that event, subject as- Y. I% j. `! [) X) C+ j
hereinafter provided, the holders of Preferred Shares Series 18 will be
: c: e* C% g) q" ]! \, m6 sentitled to receive notice of, and to attend, meetings of shareholders at which
% n; {( z+ @5 {; M+ ]) Udirectors of the Bank are to be elected and will be entitled to one vote for
2 D3 q v% [2 J' aeach Preferred Share Series 18 held. The voting rights of the holders of the' t: D8 \: S, I6 y: m1 y/ @
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of$ x2 j: s" U |' T q {0 E5 N
the first dividend on the Preferred Shares Series 18 to which the holders are0 j6 C8 D8 O2 e! f4 l/ m
entitled thereunder subsequent to the time such voting rights first arose until
$ P& ~# N: F- {such time as the Bank may again fail to declare the whole dividend on the( X; O6 Q9 r, t+ D! F" Z5 u
Preferred Shares Series 18 in respect of any quarter, in which event such
, r' ]4 y- b# P5 b" c r3 ?2 Jvoting rights will become effective again and so on from time to time.
; q0 e; r. [; v" o5 [Principal Characteristics of the Preferred Shares Series 19
7 W; [3 R5 ]2 Z- t6 R- rDividends: The holders of the Preferred Shares Series 19 will be entitled to receive1 `# E+ D+ v3 a; L' n. Z5 i$ O
floating rate non-cumulative preferential cash dividends, as and when0 c2 z) J% P6 O
declared by the Board of Directors, subject to the provisions of the Bank Act,
4 [! O' P# g6 x+ m0 ipayable quarterly on the 25th day of February, May, August and November) e# z% y, t. Y/ a8 H. N: C# c
in each year, in the amount per share determined by multiplying the- P* Q' e* q9 T& R6 q
applicable Quarterly Floating Dividend Rate by $25.00.% m. r' {* {5 n
On the 30th day prior to the commencement of the initial quarterly dividend
# S! q$ d9 L% }; Tperiod beginning on February 25, 2014, and on the 30th day prior to the first2 h. Z8 ?; \8 M& E- \* s
day of each subsequent quarterly dividend period (the initial quarterly ~1 Z+ a6 p& A% i
dividend period and each subsequent quarterly dividend period is referred to2 J* @ D- X" F! L7 T
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the& S4 N0 ]3 D5 ~
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
+ F: G% w) v# m" |7 u5 v* ?Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
% x4 O6 |9 X, b9 N% X' d ? \T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days) T0 e& M7 N5 j7 [, R1 O% N( l
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
% _: U5 V2 o! udetermined on the 30th day prior to the first day of the applicable Quarterly# B' x2 N0 S* G7 _3 _
Floating Rate Period.
1 ?" l" c+ O! q, [S-5
( y- k: K8 h4 _2 d' f& U: ~ AIf the Board of Directors does not declare a dividend, or any part thereof, on( s% z2 `. y: D9 [' O( P! Q5 Y. T
the Preferred Shares Series 19 on or before the dividend payment date for a* s/ a N9 k# [
particular quarter, then the entitlement of the holders of the Preferred
1 H% @( t* S* v. P! H2 ?" K$ |! I& BShares Series 19 to receive such dividend, or to any part thereof, for such
/ g/ i n' O& Z- e: iquarter will be forever extinguished.! n! ]; e: O1 W' ^& s" |
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the& o1 Y: n! k. d
Superintendent and to the provisions described below under the heading
- S3 j+ J% j0 h: b‘‘Details of the Offering — Certain Provisions of the Preferred Shares
8 d. v+ j, D, J: e2 E, vSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’, s& X) w! [) B) D/ c' a1 w
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
) |2 u: T! ?' `+ ? U G/ R4 Yor any part of the then outstanding Preferred Shares Series 19, at the Bank’s, T3 @' [, n# @( j
option without the consent of the holder, by the payment of an amount in" ~5 x2 i7 M. M- p4 @
cash for each such share so redeemed of (i) $25.00 together with all declared0 V% e4 m( F; {
and unpaid dividends to the date fixed for redemption in the case of
5 P' Z( j3 u+ k7 rredemptions on February 25, 2019 and on February 25 every five years# N; {0 ?7 d2 h. n5 K5 y
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
; i" `( b+ h: {3 \9 {) B4 Rthe date fixed for redemption in the case of redemptions on any other date. B& Z2 m! o0 b$ W
on or after February 25, 2014.
% \& E* L- l% F' e; AConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic' J# A% z6 ]' a3 d
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have8 C) K' q- R" O b ~
the right, at their option, to convert, on February 25, 2019 and on! T9 E3 Z- E4 u. A# P
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
1 f7 |6 [! v4 T! r2 A" e l* h* G; H( z$ Gor all of their Preferred Shares Series 19 into an equal number of Preferred0 P z! b# C* c: K. K
Shares Series 18 upon giving to the Bank written notice thereof not earlier/ c4 p: B# j9 d+ v) f3 ^, s
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the- S! c* \% ?5 Z+ F- v* h
15th day preceding, a Series 19 Conversion Date.
8 [" B6 U4 R$ p/ s# TAutomatic Conversion If the Bank determines, after having taken into account all shares tendered; z2 y) `6 o ~. _) `
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares( C* k% ^2 `1 j$ r7 D( x& n
Series 18, as the case may be, that there would be outstanding on such
: X* c0 y3 j, SSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,% q2 h$ O! }1 o7 ?1 {
such remaining number of Preferred Shares Series 19 will automatically be
5 d# T% G$ b, C8 `converted on such Series 19 Conversion Date into an equal number of. |2 \' Z# M8 V; ~5 u0 j% c
Preferred Shares Series 18. Additionally, if the Bank determines that, after/ W, u. N1 R( z+ p, K$ \
conversion, there would be outstanding on such Series 19 Conversion Date5 V1 D, U5 u1 I3 w
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
) _- m1 ~( X! I4 ]: USeries 19 will be converted into Preferred Shares Series 18.
. m& k/ I, U8 M6 A7 F; l+ x9 fVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares1 Q! `' t5 k" G9 Z
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
0 K _; C' I6 b9 l7 h) _) Yany meeting of the shareholders of the Bank unless and until the first time at1 M+ a2 e B3 z0 i9 @7 x
which the Board of Directors has not declared the whole dividend on the
/ _' a8 A4 G/ D5 _. o6 m% ]Preferred Shares Series 19 in any quarter. In that event, subject as9 r. g+ v8 O4 ~$ c7 R
hereinafter provided, the holders of Preferred Shares Series 19 will be% j3 k1 E$ O, F8 C3 R
entitled to receive notice of, and to attend, meetings of shareholders at which
8 q, z2 P) b, P0 [directors of the Bank are to be elected and will be entitled to one vote for
2 F& K3 ]7 G+ \, P7 s" ]& _each Preferred Share Series 19 held. The voting rights of the holders of the* `6 Y% n! x7 ^# j: `
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
- l0 S- ?, U k/ `- T2 M+ ]. Gthe first dividend on the Preferred Shares Series 19 to which the holders are
5 o1 i, z- x2 l- [/ mentitled thereunder subsequent to the time such voting rights first arose until4 p3 U) c9 y* K7 g
such time as the Bank may again fail to declare the whole dividend on the: w, c, x, z. T. X
Preferred Shares Series 19 in respect of any quarter, in which event such' e: u2 z4 d$ g4 B0 M! x) c- x
voting rights will become effective again and so on from time to time.
3 p3 N9 ]7 r8 R; Y5 D- sS-6
# a0 H6 P1 ]9 L4 h6 O1 ?7 @! VPriority: The preferred shares of each series of the Bank will rank on a parity with
; J- n% `6 `9 _/ Bevery other series and are entitled to preference over the common shares of" o7 _5 m+ r/ h
the Bank and over any other shares of the Bank ranking junior to the
" O0 H% R; [! V* a3 cpreferred shares with respect to the payment of dividends and upon any
/ [ r1 S) q+ D# Mdistribution of assets in the event of the liquidation, dissolution or+ G# _5 I" ^/ v7 H
winding-up of the Bank.' X3 k1 F4 Y0 \
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
* |6 ^0 j F& Z" f0 kDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
@ O0 h1 a/ j |8 LSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
0 a" r( M7 ~4 W7 a) p$ P* @dividends received on such shares under Part IV.1 of such Act. |
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