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发表于 2008-11-29 16:58
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下面是BMO的:4 w7 ` T% T- [" }( i# q) _
SUMMARY OF THE OFFERING3 B+ y! ~5 ]3 `8 c, }
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’’.; H3 W, i/ K- M# y7 w" b
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
! o5 _& C* t, [+ B* ` B7 LAmount: $150,000,000 (6,000,000 shares).
8 N, z6 b R# PPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
" s8 e+ y9 K- {Principal Characteristics of the Preferred Shares Series 18
3 \& u ]: V4 ?8 Y% f, v* Z% HDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
. ]5 d2 Y4 ?$ {- m$ S, Knon-cumulative preferential cash dividends, as and when declared by the
# ^5 T! B8 k) b* `1 b3 ^& `Board of Directors, subject to the provisions of the Bank Act, for the initial, ^4 f5 j* O! t
period commencing on the closing date and ending on and including
. n5 Q* ?+ n1 Y; j% mFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the [( \+ B5 b3 @. f& Q
25th day of February, May, August and November in each year, at a rate6 R& Z9 o* {. Y3 F; m$ K; @9 O
equal to $0.40625 per share. The initial dividend, if declared, will be payable
2 V" c9 a# g/ M: a& A2 FMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing0 n( E3 A4 W* @6 S. v) N
date of December 11, 2008.( r2 ~) O, P& Z8 g
For each five-year period after the Initial Fixed Rate Period (each, a
5 L* ?6 o: k. W* d9 w% Z‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares+ W E/ U5 a$ R. l; r/ }+ I) p
Series 18 will be entitled to receive fixed non-cumulative preferential cash
7 j& e2 [: X, odividends, as and when declared by the Board of Directors, subject to the
3 Z9 ]8 R- i4 d ~provisions of the Bank Act, payable quarterly on the 25th day of February,
: }2 R* e' N" }" c3 ]* r+ W wMay, August and November in each year, in the amount per share per annum
+ x; _' f, y0 I* {determined by multiplying the Annual Fixed Dividend Rate applicable to
$ k: a9 w/ o' L2 F* usuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
! Y1 H" |! o1 P7 A6 |4 F& mRate for the ensuing Subsequent Fixed Rate Period will be determined by the
* s) [; z2 f: r+ FBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day+ I. P6 z! F' a! [/ Y+ i# W
of such Subsequent Fixed Rate Period and will be equal to the sum of the( e0 i9 f( y: ^8 |
Government of Canada Yield on the applicable Fixed Rate Calculation Date, ~" w' n6 _6 H. |4 ] \: p# O* Y3 |
plus 3.83%.
" i# i: P2 n& M; A# ]If the Board of Directors does not declare a dividend, or any part thereof, on/ e6 x" d, c/ x
the Preferred Shares Series 18 on or before the dividend payment date for a8 e; m+ q: w$ l- V0 m
particular quarter, then the entitlement of the holders of the Preferred5 t+ k3 `8 k' t7 q* T7 Q
Shares Series 18 to receive such dividend, or to any part thereof, for such
+ i; K; A# J; e6 Squarter will be forever extinguished.
* A) a3 g7 i5 E% L/ U6 p) B6 wRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 I& `1 d. H! z f+ F: {Superintendent and to the provisions described below under ‘‘Details of the
! ]$ c4 F! a- G. W4 P! y2 w4 X! iOffering — Certain Provisions of the Preferred Shares Series 18 as a9 @6 p9 p( A2 c& \) j8 B- a4 Y5 h
Series — Restrictions on Dividends and Retirement of Shares’’, on, D- m& C, w5 z9 q- o
February 25, 2014 and on February 25 every five years thereafter, on not
0 Z) L0 S7 F- o& v) L- smore than 60 nor less than 30 days’ notice, the Bank may redeem all or any- ^7 y! u( a: S, n- J
part of the then outstanding Preferred Shares Series 18, at the Bank’s option1 N* X! q G/ W
without the consent of the holder, by the payment of an amount in cash for( ^; t% V- e8 \8 L! m9 B
each such share so redeemed of $25.00 together with all declared and unpaid8 z3 F! A( _) r/ U
dividends to the date fixed for redemption./ L* k; T! g% o/ r7 W
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
& O5 J6 U; d6 y5 }& m- M( t4 ZShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
* Q3 Z+ i4 P' Zthe right, at their option, to convert, on February 25, 2014 and on5 f c# E3 U; \4 R+ ?+ \& r" `
S-4
8 Y7 G; e+ e" ?4 MFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
% r* K' {( H# ^$ |or all of their Preferred Shares Series 18 into an equal number of Preferred
/ `4 @$ b2 a" H; o( V, J# KShares Series 19 upon giving to the Bank notice thereof not earlier than; W- ]8 B& ]+ M2 [- `: w% M
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
" W9 N, S% e1 {8 [: r1 {preceding, a Series 18 Conversion Date.$ i. y& E- v" Y. J$ i/ e
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
; \9 M* Z' [. m. mProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares% T% n1 k; p3 b& [, v. \7 }
Series 19, as the case may be, that there would be outstanding on such
+ V' T+ m* Y) ~ w$ a8 W: hSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
1 p. ^" O0 X% K6 j7 Y) Isuch remaining number of Preferred Shares Series 18 will automatically be% N* C% O6 R- _- X
converted on such Series 18 Conversion Date into an equal number of0 W6 {* f+ _; S
Preferred Shares Series 19. Additionally, if the Bank determines that, after2 h7 t; n" j' F; H8 L
conversion, there would be outstanding on such Series 18 Conversion Date
0 Z$ \1 Z1 N: l' `less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares5 h3 W, b3 o! C9 H+ W
Series 18 will be converted into Preferred Shares Series 19.
$ }$ _( o: R5 w' v6 d/ sVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares% ^3 D7 g0 h1 {, f& v3 _
Series 18 will not be entitled as such to receive notice of, attend, or vote at,/ b3 E5 ?6 \2 i9 q7 [2 F
any meeting of the shareholders of the Bank unless and until the first time at
3 T; R. u; v/ m: A& Nwhich the Board of Directors has not declared the whole dividend on the6 D* h( @" B4 {/ R: T
Preferred Shares Series 18 in any quarter. In that event, subject as
) \8 \ P# g1 ~, X5 ahereinafter provided, the holders of Preferred Shares Series 18 will be$ u9 X. M, W2 x% u; }
entitled to receive notice of, and to attend, meetings of shareholders at which
( a& y5 d( k& p9 h# I- |directors of the Bank are to be elected and will be entitled to one vote for
3 I! e4 z- N' `each Preferred Share Series 18 held. The voting rights of the holders of the
6 E2 C7 K3 s; ^ L& jPreferred Shares Series 18 will forthwith cease upon payment by the Bank of7 A& R% Y K: [7 _0 [+ P3 d$ m
the first dividend on the Preferred Shares Series 18 to which the holders are
: N: n- P# k2 l v0 L. q, r$ Dentitled thereunder subsequent to the time such voting rights first arose until
, d+ y, z5 q& z4 ?7 r2 N# }such time as the Bank may again fail to declare the whole dividend on the" h* p: @+ `/ ], D. i1 N- t; @
Preferred Shares Series 18 in respect of any quarter, in which event such9 T1 n8 Q- z2 k7 z, G4 L
voting rights will become effective again and so on from time to time.
. l* `2 a1 x2 PPrincipal Characteristics of the Preferred Shares Series 197 B! Y: C. V+ X6 c$ c
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive9 k" s7 ?# Q- i# W3 b9 \% K
floating rate non-cumulative preferential cash dividends, as and when, ~) o& C# E- j6 F
declared by the Board of Directors, subject to the provisions of the Bank Act,
5 J" A/ T5 q8 x, Jpayable quarterly on the 25th day of February, May, August and November8 \" h& N" y. I) N2 n7 b
in each year, in the amount per share determined by multiplying the
1 a7 z" Y) h% p. M' bapplicable Quarterly Floating Dividend Rate by $25.00.! u# `4 \* S& a( F2 L
On the 30th day prior to the commencement of the initial quarterly dividend
. h* A7 M2 `+ A! s) ~( h% h$ e+ kperiod beginning on February 25, 2014, and on the 30th day prior to the first
8 ^# s* Y" g5 i' Wday of each subsequent quarterly dividend period (the initial quarterly. g+ @; O. I% P3 \
dividend period and each subsequent quarterly dividend period is referred to
8 E) R* _6 ]1 I( q- D6 A+ j6 n- d3 \& }( \as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the5 Z& u3 I; U9 u
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
: v; o# g$ Z, U1 XPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
8 A7 \- K8 \. f. m3 k0 NT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
; l& Q3 y! z1 G7 Pelapsed in the applicable Quarterly Floating Rate Period divided by 365)
* E2 r# r! ^ o( h9 U0 Bdetermined on the 30th day prior to the first day of the applicable Quarterly
" c1 s4 P3 \, a* a+ _Floating Rate Period.' x3 P# z# l$ _: _* }
S-57 ^7 O/ `$ z4 w+ W# Y! y: h9 M
If the Board of Directors does not declare a dividend, or any part thereof, on
. n5 _' W: Z+ \# cthe Preferred Shares Series 19 on or before the dividend payment date for a
0 [8 h. R. |1 _4 _- k+ nparticular quarter, then the entitlement of the holders of the Preferred, D: l# {% [* F. ^6 m8 {; i
Shares Series 19 to receive such dividend, or to any part thereof, for such
' r; t9 I3 A* U6 t( S T- N5 vquarter will be forever extinguished.7 L$ V7 t% z% }; V8 K2 z
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the5 S" ~9 p/ S* ^( F3 _& M
Superintendent and to the provisions described below under the heading
5 U1 E9 w, w+ b! Q P; j0 z' u0 `8 s‘‘Details of the Offering — Certain Provisions of the Preferred Shares
& `0 n% P# q0 wSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
$ X+ W, H) e( j. I0 Zon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
0 f* _4 P1 e6 `* t/ Eor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
5 g3 P y* ~: k- X/ I" L/ @9 foption without the consent of the holder, by the payment of an amount in
$ g$ g5 t; K* ?9 ~' ~cash for each such share so redeemed of (i) $25.00 together with all declared$ x9 j8 \3 A9 k8 y5 M4 }) e9 ^! E
and unpaid dividends to the date fixed for redemption in the case of
, T$ g4 x4 d" O& W0 Tredemptions on February 25, 2019 and on February 25 every five years
: C% ~, l) N( A: A0 @thereafter, or (ii) $25.50 together with all declared and unpaid dividends to# P0 W$ e% M0 e* X: l6 p- \, k
the date fixed for redemption in the case of redemptions on any other date9 L6 |8 _' l9 B% ]
on or after February 25, 2014.
' T5 ^1 I" ~6 z, w5 s W! wConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
8 G3 r5 O5 A; d0 S* b" _: l5 \Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have2 V% V; `5 t2 a8 S6 M9 C& u
the right, at their option, to convert, on February 25, 2019 and on3 K) A3 O% B. y
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any& ^ H& O/ B; n' X3 P! y$ b: Z
or all of their Preferred Shares Series 19 into an equal number of Preferred
. S. |) F4 ? r. M& G( WShares Series 18 upon giving to the Bank written notice thereof not earlier
# `" d# x5 G& F& w5 n/ d ^than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
& |* B& [ D/ H) ]" V, v15th day preceding, a Series 19 Conversion Date.3 ]- W, J3 `7 m* A9 F. Y4 c- W6 x
Automatic Conversion If the Bank determines, after having taken into account all shares tendered) N0 b; a0 v2 p- O5 H, M
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares' |2 v3 G$ m0 R( }( O r
Series 18, as the case may be, that there would be outstanding on such
0 H {# J+ O: D- y T9 YSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,5 ^: K/ D8 O+ K8 i3 n" H( {; a
such remaining number of Preferred Shares Series 19 will automatically be
! m+ ?0 c1 {* z* r7 W0 Hconverted on such Series 19 Conversion Date into an equal number of
' z* E0 k5 d# WPreferred Shares Series 18. Additionally, if the Bank determines that, after/ d" k, I# b+ B; q' i" _# a0 _$ w; ~# B
conversion, there would be outstanding on such Series 19 Conversion Date
/ X+ n! z$ V2 k: s+ G. Mless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares( `9 e: h. F, ^9 J5 p; m
Series 19 will be converted into Preferred Shares Series 18." K$ B7 o5 F6 N( ~/ D* U7 _1 d( d
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( I' @7 ?. X) V6 H
Series 19 will not be entitled as such to receive notice of, attend, or vote at,% Y# Z4 A; q% u' O( L0 o7 @6 v
any meeting of the shareholders of the Bank unless and until the first time at
6 r7 e# A7 l" }7 C7 wwhich the Board of Directors has not declared the whole dividend on the
U9 i1 _; @4 m. t( v! NPreferred Shares Series 19 in any quarter. In that event, subject as- W$ H$ ~: S+ n* v( ~
hereinafter provided, the holders of Preferred Shares Series 19 will be
2 ], w1 C8 Y3 H$ E0 o6 c( j1 Dentitled to receive notice of, and to attend, meetings of shareholders at which
: m7 w4 B* J% |' Z3 ?directors of the Bank are to be elected and will be entitled to one vote for- X& b5 L( F5 ]+ a
each Preferred Share Series 19 held. The voting rights of the holders of the
+ ~+ z7 E9 s! T. I1 ePreferred Shares Series 19 will forthwith cease upon payment by the Bank of4 f! J* ~. F2 ?0 Y, U
the first dividend on the Preferred Shares Series 19 to which the holders are
! p) z; S% V# s* C& Wentitled thereunder subsequent to the time such voting rights first arose until
) t& v( w6 Q9 E0 b6 fsuch time as the Bank may again fail to declare the whole dividend on the
% D2 V' L5 m+ }2 D2 p3 vPreferred Shares Series 19 in respect of any quarter, in which event such, A) s {8 B: o7 Y5 E6 u' H2 J
voting rights will become effective again and so on from time to time.
, C9 o- W' j( @( W% sS-6
% x, {! z1 H. N @, l0 H# ~ EPriority: The preferred shares of each series of the Bank will rank on a parity with* u) y! o( ]4 G. ]" |
every other series and are entitled to preference over the common shares of* o) f' b9 Y9 S5 R
the Bank and over any other shares of the Bank ranking junior to the5 g% f% Q8 e- ^
preferred shares with respect to the payment of dividends and upon any2 `+ L5 r' e1 y9 `
distribution of assets in the event of the liquidation, dissolution or
3 t I' |$ C% x' r: ?winding-up of the Bank. c. E+ s d3 [, L9 g' ?
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under; y4 A, g. w$ |" m' x {
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
7 O5 c1 R' P2 c) j& }( uSeries 18 and Preferred Shares Series 19 will not be required to pay tax on# N2 B" u# z! y
dividends received on such shares under Part IV.1 of such Act. |
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