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发表于 2008-11-29 16:58
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下面是BMO的:, U% D/ @1 V* Z& b# x; j9 R4 m2 ^; K
SUMMARY OF THE OFFERING
& b, l# f a: D9 [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’’.
) e: ~. {5 k# c6 m9 ]Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.0 q/ B4 @+ N n2 J- L- R% M* m4 g
Amount: $150,000,000 (6,000,000 shares).: i) u1 a$ {( G2 Q' e
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
& w% Z/ t5 c/ y& Z* `$ g; W( ePrincipal Characteristics of the Preferred Shares Series 182 \) m( F( Q1 b* p- A+ h0 l: i3 G" U: \! U
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed* }0 o" a3 h6 z# a' ?% J( {
non-cumulative preferential cash dividends, as and when declared by the0 P0 j0 H; L$ T0 o" }4 X- z, R" f
Board of Directors, subject to the provisions of the Bank Act, for the initial
8 Z1 } U( D1 D2 q, J9 J* Kperiod commencing on the closing date and ending on and including
5 k1 f' W0 `: KFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
- T0 m' h( m% _25th day of February, May, August and November in each year, at a rate
# a: a' h) s( i' [equal to $0.40625 per share. The initial dividend, if declared, will be payable: d1 u; w& l S3 D. x( | ~% O; `
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
) Z2 i; D- s% L$ n" H8 r: mdate of December 11, 2008.
6 m& E# j( l6 HFor each five-year period after the Initial Fixed Rate Period (each, a! f% A) x. Z, ~9 O$ H+ ^
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
3 P2 l$ ~$ x6 W& BSeries 18 will be entitled to receive fixed non-cumulative preferential cash9 P9 t$ G. m4 a; @ {7 d |+ O
dividends, as and when declared by the Board of Directors, subject to the
$ N9 w' h$ Z. O% g4 _3 Wprovisions of the Bank Act, payable quarterly on the 25th day of February,
5 s3 R0 }& |2 R) w& RMay, August and November in each year, in the amount per share per annum* e/ C' h' T+ m/ o( U& g3 x
determined by multiplying the Annual Fixed Dividend Rate applicable to
- k# @& h' A( g1 S/ W1 n0 B5 \5 ]such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
3 w2 ~. }/ T5 E6 `$ JRate for the ensuing Subsequent Fixed Rate Period will be determined by the
3 q! x" J% u6 KBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day* C1 `' m8 V1 f
of such Subsequent Fixed Rate Period and will be equal to the sum of the
0 Y3 f+ o0 R* C( D& C$ dGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
$ Q3 h. _; M% f- Y* u5 J' C+ C/ {plus 3.83%.
( m* F. `5 d) x% {# E3 q/ JIf the Board of Directors does not declare a dividend, or any part thereof, on9 v4 |( i& V3 V" R0 `
the Preferred Shares Series 18 on or before the dividend payment date for a
9 r& g& k6 r1 X A6 S0 t" Yparticular quarter, then the entitlement of the holders of the Preferred9 c3 M6 _3 f8 _8 p
Shares Series 18 to receive such dividend, or to any part thereof, for such" p4 ]) _) L+ F5 N% L
quarter will be forever extinguished.: M- ^+ U, n3 t- \ @, `+ V
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the: q. S! J% U7 o& c% ?
Superintendent and to the provisions described below under ‘‘Details of the$ q F9 Z. I& g$ p) P
Offering — Certain Provisions of the Preferred Shares Series 18 as a
) c: V' V' N' s5 xSeries — Restrictions on Dividends and Retirement of Shares’’, on# {- \$ \0 h# Y8 X' k- J/ Q% E
February 25, 2014 and on February 25 every five years thereafter, on not
8 g& E0 O) U$ p Q. omore than 60 nor less than 30 days’ notice, the Bank may redeem all or any4 V ?6 ~4 H+ ~* k+ m+ C
part of the then outstanding Preferred Shares Series 18, at the Bank’s option+ S& Q/ a! r r& d
without the consent of the holder, by the payment of an amount in cash for
* O( P$ A( ~! s k6 D* ^0 U, M: `each such share so redeemed of $25.00 together with all declared and unpaid
6 B% F+ p+ _8 s" udividends to the date fixed for redemption.
8 ^$ I3 I5 B* p S2 EConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
6 z, o' P8 n0 z- mShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have0 Y9 J( {! r7 c2 u! W# E3 S; W+ |' R) F
the right, at their option, to convert, on February 25, 2014 and on
6 m" Q, a; e" o1 d9 f8 r, `) j# jS-4
9 M; w9 D; [9 v, ?February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any6 ^/ G) { N' C% e( [8 Y% ^
or all of their Preferred Shares Series 18 into an equal number of Preferred: O; \! A) v# p8 [
Shares Series 19 upon giving to the Bank notice thereof not earlier than
/ |+ y5 ]) n5 f) d! M30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day0 y0 m( y* g+ h# m0 I' b( e
preceding, a Series 18 Conversion Date.3 X& l! W7 K G. A2 Y
Automatic Conversion If the Bank determines, after having taken into account all shares tendered; N) d! U0 `- x' v! v5 ]! v
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
( W2 W# K0 O# R9 b2 J! f- aSeries 19, as the case may be, that there would be outstanding on such4 \! L/ T9 |! P. E
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
8 w1 t' g& L$ n/ Tsuch remaining number of Preferred Shares Series 18 will automatically be
9 m8 ~3 z* n% f7 {( S5 }1 f/ Bconverted on such Series 18 Conversion Date into an equal number of( q9 O' H \; n7 P0 c, b! D4 o
Preferred Shares Series 19. Additionally, if the Bank determines that, after
5 L; O# e% `. Q* {: h4 x$ U$ fconversion, there would be outstanding on such Series 18 Conversion Date
5 G* N3 S, y- x% qless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
. V8 G! W/ w& @& B% h) Q' ^4 m/ NSeries 18 will be converted into Preferred Shares Series 19.! R8 g0 |$ M+ E
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
; Y6 T& g7 r3 l2 Q+ |7 G. T' [Series 18 will not be entitled as such to receive notice of, attend, or vote at,
! J. ?/ h6 N+ ?: d1 `5 cany meeting of the shareholders of the Bank unless and until the first time at7 a" e2 w4 y) @
which the Board of Directors has not declared the whole dividend on the
5 E) @1 W' u3 Z8 B6 J! x& b6 }2 H0 j# wPreferred Shares Series 18 in any quarter. In that event, subject as8 N9 T7 f3 u: U2 `- D3 c, s6 o) T
hereinafter provided, the holders of Preferred Shares Series 18 will be1 ]" W' s! G7 F" `& f2 x3 x
entitled to receive notice of, and to attend, meetings of shareholders at which) x% g" x' y) K. {9 A
directors of the Bank are to be elected and will be entitled to one vote for
: {- O( j, l |4 Reach Preferred Share Series 18 held. The voting rights of the holders of the& P+ W1 y6 L+ k5 n- a2 c
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
# R! N1 g& i5 `( |) Z- Cthe first dividend on the Preferred Shares Series 18 to which the holders are
( ~, w' v4 ]; A4 o$ yentitled thereunder subsequent to the time such voting rights first arose until
" r+ X1 M2 t3 W3 t2 F; _such time as the Bank may again fail to declare the whole dividend on the# \5 E: P7 d3 F
Preferred Shares Series 18 in respect of any quarter, in which event such
+ O. Z% k+ K7 D6 s. ^' @voting rights will become effective again and so on from time to time.
; M. l% N4 ~* h: V! X: }Principal Characteristics of the Preferred Shares Series 19
' B, J0 t. x' q' Y2 L' M2 rDividends: The holders of the Preferred Shares Series 19 will be entitled to receive6 a3 {& w: t5 W
floating rate non-cumulative preferential cash dividends, as and when, P4 `; f1 P: \5 T3 { |7 \4 N
declared by the Board of Directors, subject to the provisions of the Bank Act,
+ B0 B# Z4 X) d% Z/ y0 { e+ |payable quarterly on the 25th day of February, May, August and November' {3 x6 r. l5 T. T& F% L
in each year, in the amount per share determined by multiplying the; @; @' ~& ?. C( F
applicable Quarterly Floating Dividend Rate by $25.00.
0 F& a7 q/ Z1 d V/ }$ `On the 30th day prior to the commencement of the initial quarterly dividend# V4 k( |! h2 y4 M" c
period beginning on February 25, 2014, and on the 30th day prior to the first+ {$ l/ u8 [) z
day of each subsequent quarterly dividend period (the initial quarterly
) W' D) h% r! w& \: Qdividend period and each subsequent quarterly dividend period is referred to/ x- K4 [# C0 h- ~9 _' [4 Z
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the/ m1 A/ R, P2 o) k
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate1 o6 ~3 G# I+ U$ e
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the! u7 X. G6 I4 N6 K
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
9 }, E% {: @' U6 g& @% V3 R3 welapsed in the applicable Quarterly Floating Rate Period divided by 365)# N9 k7 ^* ] i! z
determined on the 30th day prior to the first day of the applicable Quarterly
; I- @; n1 W# L5 n( }7 OFloating Rate Period.
6 A5 }: K3 b/ f: gS-5
3 G% U! T. @+ F. s- AIf the Board of Directors does not declare a dividend, or any part thereof, on# {2 u7 S. y3 n7 {# \; _( [9 \8 t
the Preferred Shares Series 19 on or before the dividend payment date for a1 G" p; E+ M7 T- s) t
particular quarter, then the entitlement of the holders of the Preferred
9 m! G q) [4 x4 x P. tShares Series 19 to receive such dividend, or to any part thereof, for such3 @3 W% [9 X& e
quarter will be forever extinguished.
5 a% s1 H2 C9 B$ j4 l6 ?, ARedemption: Subject to the provisions of the Bank Act and to the prior consent of the6 c- f. H A4 I! M7 _" r1 B1 g
Superintendent and to the provisions described below under the heading+ r* m+ v3 b8 E
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
/ s* U0 A! o+ T. ESeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,- w' R* C$ y2 Q5 @0 s5 z* Y
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all4 c' x1 V# D% \) U, Z
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s! n& p1 J2 I$ G
option without the consent of the holder, by the payment of an amount in
0 _) M& A, F- W) j) v" a7 {cash for each such share so redeemed of (i) $25.00 together with all declared, K* P3 z. y1 v/ p
and unpaid dividends to the date fixed for redemption in the case of% N! b U( b `
redemptions on February 25, 2019 and on February 25 every five years
3 Y1 G% ?- \; K. L& W. y) Cthereafter, or (ii) $25.50 together with all declared and unpaid dividends to% }: Q9 k: ?2 F2 W3 L
the date fixed for redemption in the case of redemptions on any other date0 y. v) [/ H1 s" C5 y% c/ o
on or after February 25, 2014.
. a( l, n3 {# b$ G* w4 R) T2 VConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic" n c6 n6 [$ d3 F& N1 B' T& ^( a
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
* A/ c! k A* l- {! Vthe right, at their option, to convert, on February 25, 2019 and on/ A9 @% i) M- m
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any, C. `$ p% A9 C' I; Z3 |
or all of their Preferred Shares Series 19 into an equal number of Preferred
: t1 a4 K( ]/ |7 k6 rShares Series 18 upon giving to the Bank written notice thereof not earlier
9 c5 p& v0 S* e! k( I+ |6 h0 j/ `! Fthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
( K- ?" y O( `15th day preceding, a Series 19 Conversion Date. p3 y$ g* q+ c6 \/ J
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
+ ]% K3 w- y; {7 T! WProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
& Q8 L6 u* ?! Q- l- k. t" ESeries 18, as the case may be, that there would be outstanding on such
3 R$ }/ i/ d& Y: _1 F/ OSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
1 {/ s" ^8 i8 E' O5 n- g- |such remaining number of Preferred Shares Series 19 will automatically be7 @5 m7 u* e& Z; Q; ?9 y& S
converted on such Series 19 Conversion Date into an equal number of* Q- d( a' h t# V; M7 h
Preferred Shares Series 18. Additionally, if the Bank determines that, after
# w0 ? o+ ^ W9 Vconversion, there would be outstanding on such Series 19 Conversion Date
$ R7 {2 l1 Z. s1 Sless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
& B% b/ G: d1 D3 ]* K, ISeries 19 will be converted into Preferred Shares Series 18.8 T8 `% y7 N9 k' } e6 L% A5 F3 M
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares3 i, O& l2 ?* I0 a7 G. w4 r
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
0 q' \* d$ D. _1 X8 B6 hany meeting of the shareholders of the Bank unless and until the first time at9 `5 f1 |5 o. d; e
which the Board of Directors has not declared the whole dividend on the
' I$ m: G" d; GPreferred Shares Series 19 in any quarter. In that event, subject as
9 z/ R+ j/ Z% ?hereinafter provided, the holders of Preferred Shares Series 19 will be7 N) h2 p) m: N, r- s: o$ c
entitled to receive notice of, and to attend, meetings of shareholders at which% c# j/ z8 m8 X8 j4 F/ _$ w# G
directors of the Bank are to be elected and will be entitled to one vote for
1 |: ?. T3 t |0 P4 A! j/ d3 t; Qeach Preferred Share Series 19 held. The voting rights of the holders of the0 r. a! f) Z. t# F9 }
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of7 Z4 n) A# g% n( d4 q
the first dividend on the Preferred Shares Series 19 to which the holders are0 O4 C$ j; l& h1 K+ R6 k& h
entitled thereunder subsequent to the time such voting rights first arose until
9 Z1 b4 v( x8 M: h v' Csuch time as the Bank may again fail to declare the whole dividend on the
0 d2 ?0 B2 W/ ePreferred Shares Series 19 in respect of any quarter, in which event such2 ~$ B, V. l) j( g* T J
voting rights will become effective again and so on from time to time.
8 U/ u0 p) U7 j, I, R6 ZS-6! Q; O* x' I2 @ Z* g
Priority: The preferred shares of each series of the Bank will rank on a parity with2 W; f. k6 S8 K0 @& F, h7 R
every other series and are entitled to preference over the common shares of
/ y! y' K6 J' }the Bank and over any other shares of the Bank ranking junior to the6 G' T% l, M) N( H
preferred shares with respect to the payment of dividends and upon any
/ Y5 w, N1 k' G5 ~' H( ^) ydistribution of assets in the event of the liquidation, dissolution or
' l1 C3 c9 Y& B8 _winding-up of the Bank.
8 m* g* U/ }7 I% | ^+ ~Tax on Preferred Share The Bank will elect, in the manner and within the time provided under1 X! e: v# {7 ~5 c
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares6 ~; }4 }2 u7 U6 U" t
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
6 f s0 `; U5 O9 Odividends received on such shares under Part IV.1 of such Act. |
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