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发表于 2008-11-29 16:58
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下面是BMO的:
0 L8 T& A1 k) P) G5 HSUMMARY OF THE OFFERING
5 C# _# F. n$ B6 f ~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’’.
$ B- N8 T) |' E$ J1 |+ P2 PIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.9 i, Z, H% F9 n# z# k
Amount: $150,000,000 (6,000,000 shares).0 x4 R! b, v0 @! K* }6 I( d* k9 b
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
+ ^. H! g( u: zPrincipal Characteristics of the Preferred Shares Series 18
9 w$ P& D/ q( K ~5 PDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed9 r @; b0 R! _+ I0 w
non-cumulative preferential cash dividends, as and when declared by the8 B0 X; M- f9 \) W3 t( c7 T
Board of Directors, subject to the provisions of the Bank Act, for the initial* C' |3 t' M6 q* p1 ?
period commencing on the closing date and ending on and including
+ ~' D. {$ Q/ D! _. h' Z) LFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the$ k# \) a7 I6 p7 s+ V0 g. ?9 L- H
25th day of February, May, August and November in each year, at a rate$ Z( a6 f5 s, F; `( r$ ^
equal to $0.40625 per share. The initial dividend, if declared, will be payable: o8 Q7 r4 F# J8 G: ^
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
) P* M! W4 D' qdate of December 11, 2008.
+ ^* y- t; P* Q% I6 i; rFor each five-year period after the Initial Fixed Rate Period (each, a2 x3 f: X j8 X7 t, ?
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares6 C- V: p! f2 J8 X! L3 M
Series 18 will be entitled to receive fixed non-cumulative preferential cash
( D# K" d& r6 cdividends, as and when declared by the Board of Directors, subject to the8 V8 s& l# _! T) C
provisions of the Bank Act, payable quarterly on the 25th day of February,' a+ |( {1 m* j
May, August and November in each year, in the amount per share per annum
3 G$ K, u* B1 Q; Y4 @8 \determined by multiplying the Annual Fixed Dividend Rate applicable to
+ ~/ x$ {( Z5 l; N: i [- @; u8 Vsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
" p. m+ x0 v7 z+ G$ N4 J- VRate for the ensuing Subsequent Fixed Rate Period will be determined by the" E' Q# V; V5 V' X0 Y
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day: ~% R- L& P9 ?- y+ ~# h
of such Subsequent Fixed Rate Period and will be equal to the sum of the
4 b) x" O' z! _; u( jGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
; m% d2 |) d* L A" P! A8 z/ kplus 3.83%.- ^/ Y. V+ C/ f7 }( s
If the Board of Directors does not declare a dividend, or any part thereof, on3 @% d" U8 n1 g6 q6 B: I& B7 J
the Preferred Shares Series 18 on or before the dividend payment date for a- B. {+ L$ H6 m( O
particular quarter, then the entitlement of the holders of the Preferred
: V2 K' ^2 E1 g1 J9 o& n- zShares Series 18 to receive such dividend, or to any part thereof, for such$ \. K; _$ D9 }" n/ J: P% Q0 F
quarter will be forever extinguished.
; Q4 D1 U* G3 r* H, _- h5 xRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
; A0 k+ b! u6 k6 y$ E$ A5 ^4 jSuperintendent and to the provisions described below under ‘‘Details of the: y# }) y5 U6 I3 J% b
Offering — Certain Provisions of the Preferred Shares Series 18 as a; C: \' [7 Q0 S* h
Series — Restrictions on Dividends and Retirement of Shares’’, on
% _# ^( x* ^( n7 o( v. vFebruary 25, 2014 and on February 25 every five years thereafter, on not
7 t) |8 w9 p( gmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
/ G" q, f7 \: Y1 j6 v! [$ Ipart of the then outstanding Preferred Shares Series 18, at the Bank’s option( D2 i7 F% n; D, p
without the consent of the holder, by the payment of an amount in cash for- ?, ?4 }0 Z% {7 H% M' j$ u
each such share so redeemed of $25.00 together with all declared and unpaid6 b8 a- H7 s% j
dividends to the date fixed for redemption.
! H$ [ ~4 F/ U Q9 S5 }. _9 {Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic) J6 f2 s( d5 b. g6 t5 M
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have! l: D% P p2 C% Z! @
the right, at their option, to convert, on February 25, 2014 and on
* z5 w! ^! q0 E" t8 J! ^/ f& x/ OS-40 W- p; M* `$ Z% ]
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
( s8 w8 V4 w) @3 F1 D- @or all of their Preferred Shares Series 18 into an equal number of Preferred% S$ C9 J3 ~* |/ H
Shares Series 19 upon giving to the Bank notice thereof not earlier than) y0 R! p, l: `# P2 G8 O* D
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day6 }: q; |& g" n* i; ]% N& A
preceding, a Series 18 Conversion Date.# {& h" A: h. y
Automatic Conversion If the Bank determines, after having taken into account all shares tendered6 X9 h+ i0 t6 j( d/ y8 N
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
2 C4 N+ m$ @$ K& n$ }5 h" SSeries 19, as the case may be, that there would be outstanding on such
$ K$ d( p j8 e$ U. b( ]Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
$ P% r8 T1 Z1 w3 K" wsuch remaining number of Preferred Shares Series 18 will automatically be
2 K( J5 T* W! f- A* sconverted on such Series 18 Conversion Date into an equal number of1 m0 E& y1 |" x6 _. K5 h% X
Preferred Shares Series 19. Additionally, if the Bank determines that, after9 P( H( A- ~' J) o, N" L
conversion, there would be outstanding on such Series 18 Conversion Date1 ^; x& n, N0 N& Y3 @5 @
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
% i0 e' i1 [' D1 C+ s& K7 ]5 [Series 18 will be converted into Preferred Shares Series 19.9 Q3 J$ }4 Z& z5 ~
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 S* P; B( L3 S s0 X: u5 ySeries 18 will not be entitled as such to receive notice of, attend, or vote at,! _0 Z3 j1 ?2 U, L% K: T
any meeting of the shareholders of the Bank unless and until the first time at5 G( a( C2 ^! `
which the Board of Directors has not declared the whole dividend on the
% r; Q% p, X: s# \+ cPreferred Shares Series 18 in any quarter. In that event, subject as, ]: ]1 \ j" a& m' I
hereinafter provided, the holders of Preferred Shares Series 18 will be
1 e- `3 s) D0 w5 X Uentitled to receive notice of, and to attend, meetings of shareholders at which5 Z6 E% @" H |( F6 C$ m d: J- F
directors of the Bank are to be elected and will be entitled to one vote for% I( [5 Y& }& [) |5 b0 i
each Preferred Share Series 18 held. The voting rights of the holders of the
) r+ r6 q+ }- ]1 Y! o& G3 sPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
6 F5 v ], ^3 ^: x3 zthe first dividend on the Preferred Shares Series 18 to which the holders are
* q' @; s; o& t ]entitled thereunder subsequent to the time such voting rights first arose until1 W( z8 s" V. g" y' v- g
such time as the Bank may again fail to declare the whole dividend on the
3 X% O/ ^, C$ _/ L1 @Preferred Shares Series 18 in respect of any quarter, in which event such/ R! A3 ~! D- ]$ p" S' E& E
voting rights will become effective again and so on from time to time., G( G) S6 L( f: `
Principal Characteristics of the Preferred Shares Series 19
: ]3 @( q; i P5 XDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
7 V+ X5 H2 x4 A: F- a$ Tfloating rate non-cumulative preferential cash dividends, as and when
; `6 T5 ^; r5 i' ~; T/ K5 {declared by the Board of Directors, subject to the provisions of the Bank Act,
& k, A8 j7 U8 b& h( Ipayable quarterly on the 25th day of February, May, August and November' }# x# j1 @5 [7 M& `9 k/ Z
in each year, in the amount per share determined by multiplying the6 f# L, S4 C' }
applicable Quarterly Floating Dividend Rate by $25.00.
7 E F% D/ X+ g3 B8 \On the 30th day prior to the commencement of the initial quarterly dividend( t1 Y2 ^# q) q/ [3 ~
period beginning on February 25, 2014, and on the 30th day prior to the first
, u6 E% C w2 k* x3 A/ Y( Iday of each subsequent quarterly dividend period (the initial quarterly
0 V5 y- u2 y+ Xdividend period and each subsequent quarterly dividend period is referred to
% M/ }3 Y- F* mas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the, [* e% S+ a7 s: G& g& t
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
8 P( P1 J! g; @, ZPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the8 e6 L/ I- E ~0 `% S
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
7 r2 {) X8 M% Uelapsed in the applicable Quarterly Floating Rate Period divided by 365)
2 w2 t9 x& e4 t3 `( adetermined on the 30th day prior to the first day of the applicable Quarterly
6 A+ D7 K! H# I$ Z/ @' A. zFloating Rate Period.
% ]0 Y: N3 q1 KS-5( U z' V6 n0 j9 R/ w2 Z
If the Board of Directors does not declare a dividend, or any part thereof, on" K. M/ B) V& s3 v9 j4 R
the Preferred Shares Series 19 on or before the dividend payment date for a3 z: ^+ o; N: b
particular quarter, then the entitlement of the holders of the Preferred
, Z7 t- b7 T& ?8 `' f+ aShares Series 19 to receive such dividend, or to any part thereof, for such5 u! a; `5 K4 S9 j6 R O/ r, B
quarter will be forever extinguished.& G0 B0 @* i* K" N. X
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
' v! r* q; Q- e' i1 WSuperintendent and to the provisions described below under the heading5 I( l& U8 \0 X. p
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
! r9 v# ~/ O. J7 T; Y7 \Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
& e- v# |) N# F S0 [# S* u7 fon not more than 60 nor less than 30 days’ notice, the Bank may redeem all: l% R5 S+ U0 W
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
* J% `2 t: {6 d" coption without the consent of the holder, by the payment of an amount in2 e( E7 ?! |/ E6 P/ g$ t! l2 V! A& {
cash for each such share so redeemed of (i) $25.00 together with all declared4 D, ~3 T' ?/ D, H6 c* j/ P7 h
and unpaid dividends to the date fixed for redemption in the case of, o, q% q9 L j& l1 \
redemptions on February 25, 2019 and on February 25 every five years' H& J: N1 L) g$ U4 c
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to/ P. h/ v3 p, ~- o/ @
the date fixed for redemption in the case of redemptions on any other date& L9 c# F% V; K3 V# M' P
on or after February 25, 2014.# { |. E. T, z2 x
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic$ @9 C9 @# o# t0 W
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
) W6 q1 f$ n) {: _8 o% ythe right, at their option, to convert, on February 25, 2019 and on$ g& I- \+ P0 K% M$ N3 ^
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any% W- G( |% z1 U( g! y4 u
or all of their Preferred Shares Series 19 into an equal number of Preferred
% m' I! `$ ^% {/ \8 W/ JShares Series 18 upon giving to the Bank written notice thereof not earlier
6 f( ?4 }- O7 i+ _/ _$ wthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the' d6 [: S& e- C0 T, P( i
15th day preceding, a Series 19 Conversion Date.
% \5 i }! M( s& ^9 ^Automatic Conversion If the Bank determines, after having taken into account all shares tendered4 Q4 @' B( }( [0 L2 R; C. j% P' O4 g# p
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
: I# ~! u/ o. c. pSeries 18, as the case may be, that there would be outstanding on such
% R0 a, w3 `5 j" R( f# `6 g" e( o; dSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
& F: j, B' w8 e1 F6 csuch remaining number of Preferred Shares Series 19 will automatically be( n' O, ]2 Z! H; ~' v
converted on such Series 19 Conversion Date into an equal number of
0 x7 B5 I% n; G* a6 _- y5 K& y( e7 MPreferred Shares Series 18. Additionally, if the Bank determines that, after2 u5 Z C" ~ g
conversion, there would be outstanding on such Series 19 Conversion Date0 g+ q, I5 w5 D9 v
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares' L p; [5 ~9 p' ~
Series 19 will be converted into Preferred Shares Series 18.' Z; K7 Z% r1 O7 B6 B0 i
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares; Y2 k4 U/ t6 L3 C( c/ A0 j( O+ F' }
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
( _4 \, T t" l* I" d8 n4 Y' wany meeting of the shareholders of the Bank unless and until the first time at7 e; b9 L1 h, \% w$ N* `! {
which the Board of Directors has not declared the whole dividend on the& ]2 ~9 @3 }; B: V* [* s
Preferred Shares Series 19 in any quarter. In that event, subject as% n! { \9 T2 B+ ?; c
hereinafter provided, the holders of Preferred Shares Series 19 will be
9 q2 x) V- U2 a& f3 j( Wentitled to receive notice of, and to attend, meetings of shareholders at which0 U R2 @# a+ C1 @6 A
directors of the Bank are to be elected and will be entitled to one vote for$ k" s6 ^* D) n0 e% M* f, w
each Preferred Share Series 19 held. The voting rights of the holders of the
! j. o6 h* [, }4 h) L- ZPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
4 ~, @ ^0 H/ g5 U- Cthe first dividend on the Preferred Shares Series 19 to which the holders are
9 t$ E5 o$ _2 @" f) P. ~entitled thereunder subsequent to the time such voting rights first arose until }( o5 B4 }+ V
such time as the Bank may again fail to declare the whole dividend on the
0 n! {0 N4 l3 f& `) G7 P& u( z+ BPreferred Shares Series 19 in respect of any quarter, in which event such
9 E: b* O) R; Pvoting rights will become effective again and so on from time to time.3 Q7 [3 V; A# D1 ?: r& h
S-6
7 W1 g: w4 v& q3 u# r# C# FPriority: The preferred shares of each series of the Bank will rank on a parity with, V3 j! a( H$ K
every other series and are entitled to preference over the common shares of
6 J+ _( R$ n. p, @the Bank and over any other shares of the Bank ranking junior to the+ P6 e% P0 Q( \* R) ?
preferred shares with respect to the payment of dividends and upon any; I9 X1 p* V; h* ^+ ?; u2 Y8 `
distribution of assets in the event of the liquidation, dissolution or
; a/ G: Y( O! p$ hwinding-up of the Bank.5 b9 t1 V5 t$ i( L4 V) t% e
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
4 ]. i$ _" o: Q( }" kDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares. L; y! [9 y+ P
Series 18 and Preferred Shares Series 19 will not be required to pay tax on5 {5 u) L# z# e, W4 P
dividends received on such shares under Part IV.1 of such Act. |
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