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发表于 2008-11-29 16:58
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下面是BMO的:
% y0 {& `6 {; w) gSUMMARY OF THE OFFERING
( e+ Z; J- f" _" l7 u6 WThis 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’’.
6 H2 O% _7 i# [3 z- f: A$ HIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.% u4 c" `3 V" p
Amount: $150,000,000 (6,000,000 shares).
% o5 n" ^8 @' t0 yPrice and Yield: $25.00 per share to yield initially 6.50% per annum.3 x) T* f1 t/ K/ a- K
Principal Characteristics of the Preferred Shares Series 18
) A0 C, x' E2 vDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed) W1 S- K* h, r5 R; v4 q
non-cumulative preferential cash dividends, as and when declared by the
1 p" L" H- P0 |- J8 G# h, N8 QBoard of Directors, subject to the provisions of the Bank Act, for the initial
6 r1 v# Y! J0 w. C5 Rperiod commencing on the closing date and ending on and including
# _6 v" ^( t2 A; {9 R' G8 u0 Z: SFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
& a9 M) X1 y8 J, {* X- O- y25th day of February, May, August and November in each year, at a rate1 \7 k: V& P1 {+ D9 `% f+ m# i
equal to $0.40625 per share. The initial dividend, if declared, will be payable( o; w- P. ~; i3 M% L
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
, z' h9 ^3 \ \/ z0 k. odate of December 11, 2008.
% w1 b7 X$ X, KFor each five-year period after the Initial Fixed Rate Period (each, a/ i4 V# w, @% b D% G1 H% b- z' k) M
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares- { A' L* |0 c$ a4 E
Series 18 will be entitled to receive fixed non-cumulative preferential cash1 R+ ~0 {4 O2 V; V7 U0 |
dividends, as and when declared by the Board of Directors, subject to the& l5 z; L0 M: o
provisions of the Bank Act, payable quarterly on the 25th day of February,3 V8 |7 H4 l6 s O3 `. M
May, August and November in each year, in the amount per share per annum8 b* Q. B, e! m: o( U
determined by multiplying the Annual Fixed Dividend Rate applicable to# `! S+ Y" V: x
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
7 a7 P4 A' Z6 YRate for the ensuing Subsequent Fixed Rate Period will be determined by the6 M, U. B1 J0 O5 [, j! m2 K& S
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
$ U4 n/ O5 a4 t* h t$ h. xof such Subsequent Fixed Rate Period and will be equal to the sum of the) ?# ?! L3 i, `/ n
Government of Canada Yield on the applicable Fixed Rate Calculation Date- S2 g: E+ F% s& u
plus 3.83%.! @% Y' f/ t' X6 Z, K+ Z1 W* q0 V
If the Board of Directors does not declare a dividend, or any part thereof, on
8 ]0 Q# T" U' T: f* W! bthe Preferred Shares Series 18 on or before the dividend payment date for a8 [( E+ n+ a" O) X( K2 ?/ a+ i
particular quarter, then the entitlement of the holders of the Preferred
% b1 ~: S7 L! {8 F+ F oShares Series 18 to receive such dividend, or to any part thereof, for such
! w9 n6 A8 L0 {8 c5 Zquarter will be forever extinguished.$ {" U l1 S( L# L u
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the7 a& m c+ s u) l8 F' A+ b4 c
Superintendent and to the provisions described below under ‘‘Details of the3 L: U% j: K9 ]% ~3 R4 M+ O5 S; w
Offering — Certain Provisions of the Preferred Shares Series 18 as a
2 s! K4 |* h5 ~7 {Series — Restrictions on Dividends and Retirement of Shares’’, on9 H/ s. I+ H5 t8 }4 m# d5 S
February 25, 2014 and on February 25 every five years thereafter, on not" M: v+ D$ d3 ^9 H$ o. I9 }
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
% y8 H G$ @' G: A( O0 D! |2 S+ Mpart of the then outstanding Preferred Shares Series 18, at the Bank’s option' o* K& d: j5 w5 D; w* Z
without the consent of the holder, by the payment of an amount in cash for
* f F8 Q/ G, X; }6 L w/ h5 O8 jeach such share so redeemed of $25.00 together with all declared and unpaid
; \8 D; @6 l7 z4 `0 L, T1 g5 s$ Y: Edividends to the date fixed for redemption.1 d2 d, w! ]; F7 k6 S! ] ~- ]. h; y
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
9 f+ k/ i0 W- m3 {Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
: I C3 @$ O8 Sthe right, at their option, to convert, on February 25, 2014 and on
/ J" _$ f9 P0 a* HS-4- M3 B, t( Y) K
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any( c" F3 r. p. r: \4 o9 U
or all of their Preferred Shares Series 18 into an equal number of Preferred; q& {. I8 S# _
Shares Series 19 upon giving to the Bank notice thereof not earlier than( ]( u% w) q* \* p
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day* d' D$ Q! R& B
preceding, a Series 18 Conversion Date.
" {- U) L1 r: \' {" e) hAutomatic Conversion If the Bank determines, after having taken into account all shares tendered6 Y t/ M8 a+ Z2 _* J9 r
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
# L. N9 M- a) B5 \; L) OSeries 19, as the case may be, that there would be outstanding on such
* U/ i6 F$ e; [- {Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
# I3 r: x; F/ b8 qsuch remaining number of Preferred Shares Series 18 will automatically be: B) \! O9 m; _$ j
converted on such Series 18 Conversion Date into an equal number of
9 @% j- l7 W# K% APreferred Shares Series 19. Additionally, if the Bank determines that, after/ d- s3 R0 o+ Y2 \3 S- W
conversion, there would be outstanding on such Series 18 Conversion Date' P- |$ d Y: o' p1 j
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares" L4 E3 M$ R( z$ h5 m4 j! M1 r
Series 18 will be converted into Preferred Shares Series 19.
. @6 a0 x' z% `6 ~& hVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares* z6 f9 m1 b+ Z: P: S2 J
Series 18 will not be entitled as such to receive notice of, attend, or vote at, g6 O$ g0 Z3 X" M/ G+ M
any meeting of the shareholders of the Bank unless and until the first time at0 q# _; b. q/ Y
which the Board of Directors has not declared the whole dividend on the
6 n4 f5 {! o) X& ePreferred Shares Series 18 in any quarter. In that event, subject as
: Y( H! L3 Q! {hereinafter provided, the holders of Preferred Shares Series 18 will be0 x1 O" t) A0 a* k
entitled to receive notice of, and to attend, meetings of shareholders at which
) U2 }# Q. s' ~2 ?8 Ddirectors of the Bank are to be elected and will be entitled to one vote for& G: C, \+ p c2 H( N
each Preferred Share Series 18 held. The voting rights of the holders of the9 Z$ ]! |( f2 j$ S! G# [6 V
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
: ^6 |2 a8 X: l4 @the first dividend on the Preferred Shares Series 18 to which the holders are
1 F3 x/ ~0 P6 q# Y& S* Bentitled thereunder subsequent to the time such voting rights first arose until
. t2 ?/ q, H0 f+ d# f) esuch time as the Bank may again fail to declare the whole dividend on the
4 t S, P2 g: }" P/ W0 hPreferred Shares Series 18 in respect of any quarter, in which event such
0 o, U, c, `& H4 `0 E. Rvoting rights will become effective again and so on from time to time.- Y. p3 b9 b; v) P
Principal Characteristics of the Preferred Shares Series 19
) K6 o1 G% h" oDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
' Z. t8 ^; E _4 Xfloating rate non-cumulative preferential cash dividends, as and when0 M9 R9 ]' g1 S' `4 ~# y
declared by the Board of Directors, subject to the provisions of the Bank Act,; n, Z- a! U* R; X% e
payable quarterly on the 25th day of February, May, August and November
: h+ n# w3 [+ e9 Gin each year, in the amount per share determined by multiplying the+ p; G3 D3 D! E
applicable Quarterly Floating Dividend Rate by $25.00.
% L: n; n n! s- A; P0 ]& MOn the 30th day prior to the commencement of the initial quarterly dividend
$ j3 C& i6 w& q0 Mperiod beginning on February 25, 2014, and on the 30th day prior to the first6 b: n1 w4 E: s% i- y7 t( p
day of each subsequent quarterly dividend period (the initial quarterly2 H, ?! K8 }3 Z r' T8 }4 J) p" \
dividend period and each subsequent quarterly dividend period is referred to
6 X+ D7 x7 H6 o0 @( ~1 R7 `# t% vas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the/ j/ N# m& O( e- y
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
# n A% M5 M2 m. cPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the, N+ a" M, w- X; [( v2 r
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days7 ]: w/ Z7 h. L9 E
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
; `9 O: t/ ^( V3 f `determined on the 30th day prior to the first day of the applicable Quarterly, r a! H( h |" W' [/ V& T. {
Floating Rate Period.
/ B$ E' C8 H' d0 v/ ]S-5
& ^+ u+ n+ X D$ E' y7 pIf the Board of Directors does not declare a dividend, or any part thereof, on
' M. _5 `5 Y% a- U) a# i5 }" ]9 ythe Preferred Shares Series 19 on or before the dividend payment date for a
' b( C2 y! e. n. a( S+ ]particular quarter, then the entitlement of the holders of the Preferred
9 D) |4 x& R) eShares Series 19 to receive such dividend, or to any part thereof, for such3 l4 Z# h' x+ e0 |) D9 K4 ~" a
quarter will be forever extinguished.
7 M4 ~( y: S% ?Redemption: Subject to the provisions of the Bank Act and to the prior consent of the4 W7 E1 H8 W3 ?" h& f
Superintendent and to the provisions described below under the heading0 H" `, M- j, m4 @3 F) k5 @& X
‘‘Details of the Offering — Certain Provisions of the Preferred Shares2 b# D" u' Y1 P" E+ C" B
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,* s5 ^( `! O2 H5 D% E% Z9 E
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
: Q! D( P3 D7 {or any part of the then outstanding Preferred Shares Series 19, at the Bank’s/ q0 h, k4 y8 ^ q ^
option without the consent of the holder, by the payment of an amount in9 f0 J! ~1 c" p5 s a5 p. y/ r
cash for each such share so redeemed of (i) $25.00 together with all declared
+ `& J; \$ U7 ?" a1 D# b/ G( land unpaid dividends to the date fixed for redemption in the case of5 c2 ?1 W) \1 |
redemptions on February 25, 2019 and on February 25 every five years5 A3 d! d- d. m: r# w. J
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
2 }4 \8 ]) [! y, x/ N5 h, B, F0 Uthe date fixed for redemption in the case of redemptions on any other date
3 q2 u; o! w( ?. U1 {% \3 ^; c2 v% Mon or after February 25, 2014.3 N; C; _$ s) a+ A% {
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic# _9 }7 u. v! B( m" b4 g+ e
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have1 F* f. h5 B$ B. q7 \' h
the right, at their option, to convert, on February 25, 2019 and on
! X" k& h! e. |$ cFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any8 L2 V2 ?9 M; V# V' O8 |; P$ j) s' ]
or all of their Preferred Shares Series 19 into an equal number of Preferred# {+ ~5 p9 t( X% e8 u& V9 v% G" B8 I/ D
Shares Series 18 upon giving to the Bank written notice thereof not earlier5 X& H. L; y/ U& W, K8 k' I
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
m' q3 l* \7 |( n" R( H15th day preceding, a Series 19 Conversion Date.! s; N; c( c& ^; u4 f; s; @& u
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
$ N9 Y0 S/ P: W1 G; f% M, e3 `Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares+ `7 |! N2 O3 ?
Series 18, as the case may be, that there would be outstanding on such
8 f+ l. F/ C' F& L! Z9 [! USeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
* l! Y, {+ j: J2 p, n1 N2 vsuch remaining number of Preferred Shares Series 19 will automatically be, _- k2 S, Z, l# N
converted on such Series 19 Conversion Date into an equal number of- x2 U. S& E- z+ u4 u+ b' S: A
Preferred Shares Series 18. Additionally, if the Bank determines that, after
' A- ?* ~& w! E/ j iconversion, there would be outstanding on such Series 19 Conversion Date1 P: J( ^# g" I* ^
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
1 @7 D# |2 V' [; |Series 19 will be converted into Preferred Shares Series 18.
( R, C8 W" F5 fVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares5 i% \$ {/ e8 U9 i3 ?2 Z
Series 19 will not be entitled as such to receive notice of, attend, or vote at, z( E& |0 ?7 ]7 \( H$ ?$ d
any meeting of the shareholders of the Bank unless and until the first time at
# J# d" w9 ~+ N. i' T, u. J: t1 L9 lwhich the Board of Directors has not declared the whole dividend on the+ ~ q. r$ U0 _8 E, o
Preferred Shares Series 19 in any quarter. In that event, subject as
' c; W$ U2 t+ u& {0 I. B# p% P5 B* Zhereinafter provided, the holders of Preferred Shares Series 19 will be
" Q4 Y# j% U. H* l! E: @( J4 Pentitled to receive notice of, and to attend, meetings of shareholders at which$ ]. y" r- c0 g/ _2 R+ z) B4 R
directors of the Bank are to be elected and will be entitled to one vote for% w: C6 M& `* g4 e5 Q3 W$ s
each Preferred Share Series 19 held. The voting rights of the holders of the
( B8 P8 l( p& r1 O& ~0 OPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
! k) E: O1 V) u( D* D [the first dividend on the Preferred Shares Series 19 to which the holders are6 k5 [- \$ n7 |8 ]% D
entitled thereunder subsequent to the time such voting rights first arose until- f/ o2 R4 _, g, `# g) g9 F
such time as the Bank may again fail to declare the whole dividend on the
% P3 C7 O$ M" w8 L3 jPreferred Shares Series 19 in respect of any quarter, in which event such' y* b' ]% i/ z, z' L7 M
voting rights will become effective again and so on from time to time.
3 k N! L8 z+ E0 p$ w# ^9 kS-65 M' p! H7 b" T6 k
Priority: The preferred shares of each series of the Bank will rank on a parity with
. t8 W% }" T2 y& s u8 j) q# Eevery other series and are entitled to preference over the common shares of
% `( O: l& d. Y" cthe Bank and over any other shares of the Bank ranking junior to the8 f. {& v7 _# @$ H% S. D [: ?' Q
preferred shares with respect to the payment of dividends and upon any0 W7 B& ~( Q6 Z4 S- \1 K
distribution of assets in the event of the liquidation, dissolution or; i( h) u' J! D, |! ?
winding-up of the Bank.
. r' U5 D& c+ ^3 l/ [7 T, R4 gTax on Preferred Share The Bank will elect, in the manner and within the time provided under
n/ O5 b- A: j7 |% ~Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares' I: e& S0 G8 L4 H% [& @
Series 18 and Preferred Shares Series 19 will not be required to pay tax on- F! \" B5 P `1 Q& \9 v
dividends received on such shares under Part IV.1 of such Act. |
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