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发表于 2008-11-29 16:58
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下面是BMO的:# Q7 \9 s f' A( C) H& N2 s
SUMMARY OF THE OFFERING$ N1 I$ F4 p4 t
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’’./ r3 e% |7 [1 t9 E. y# j
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.5 u9 \1 x, `* r4 H5 X. r
Amount: $150,000,000 (6,000,000 shares).) L( [2 J0 [& m
Price and Yield: $25.00 per share to yield initially 6.50% per annum.2 {8 |1 s5 V: {- \8 ^; K, n8 ?
Principal Characteristics of the Preferred Shares Series 18
7 M. Q9 E: L, q2 Q& W* O) uDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed, M/ g! w- l9 K; T" }
non-cumulative preferential cash dividends, as and when declared by the' H( r. j! l' n8 u3 B1 W
Board of Directors, subject to the provisions of the Bank Act, for the initial
5 M# r ~; D% S( Mperiod commencing on the closing date and ending on and including% @) K1 R7 k: [6 i4 W# J4 D
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
( i2 z2 E7 }% I% ]' H25th day of February, May, August and November in each year, at a rate
0 V& \( u ~# n( ~3 Fequal to $0.40625 per share. The initial dividend, if declared, will be payable
6 o' G* C; _2 v9 [' O! `May 25, 2009 and will be $0.73459 per share, based on the anticipated closing2 Z' X! p1 `5 Z! h- F: c
date of December 11, 2008.
* P5 U6 L) D( O9 WFor each five-year period after the Initial Fixed Rate Period (each, a; g% y9 i; N; ^! }9 M" \
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
, m* T( l7 W( ] z6 rSeries 18 will be entitled to receive fixed non-cumulative preferential cash" K* A2 [( o j1 M6 D
dividends, as and when declared by the Board of Directors, subject to the
7 A ~+ }3 w% \9 i, r1 J5 U# Jprovisions of the Bank Act, payable quarterly on the 25th day of February,& Q! I. l2 n& W- j
May, August and November in each year, in the amount per share per annum
) ?' c0 V3 J/ P" g& S5 J: xdetermined by multiplying the Annual Fixed Dividend Rate applicable to
+ l0 N' P4 y0 A9 W& }/ ysuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
2 e4 l7 Y8 i; |* j/ iRate for the ensuing Subsequent Fixed Rate Period will be determined by the
+ h1 S2 V! v- Y, [, SBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day9 k X/ Q& b4 \3 }0 G/ r8 O, a/ ~
of such Subsequent Fixed Rate Period and will be equal to the sum of the
0 V& [4 w& }4 R. |- P, yGovernment of Canada Yield on the applicable Fixed Rate Calculation Date2 h: X# p% D, B5 x: u2 i2 o
plus 3.83%. P( }8 n* U: B4 }
If the Board of Directors does not declare a dividend, or any part thereof, on
: p8 L6 X* @# z% W- v9 Zthe Preferred Shares Series 18 on or before the dividend payment date for a
! m( x' \6 B' Q: j$ q" O$ pparticular quarter, then the entitlement of the holders of the Preferred
, D* S+ f) a0 u9 M% |Shares Series 18 to receive such dividend, or to any part thereof, for such
5 e' \# W6 r% Z; J% S$ gquarter will be forever extinguished.3 F( }+ s% C( ~2 p Y2 Q
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the% L/ a' g6 b3 d0 |& v5 q
Superintendent and to the provisions described below under ‘‘Details of the) s: G; N7 G$ ~& u, C
Offering — Certain Provisions of the Preferred Shares Series 18 as a( d) T# `& p2 _/ O/ }& ?: u
Series — Restrictions on Dividends and Retirement of Shares’’, on& k5 D$ [3 u6 U
February 25, 2014 and on February 25 every five years thereafter, on not# w" s2 R0 g% G
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
1 W, {( s7 Z# g4 D- h0 b/ apart of the then outstanding Preferred Shares Series 18, at the Bank’s option
0 W2 H( I% ^7 }8 ?( vwithout the consent of the holder, by the payment of an amount in cash for) t5 g$ }6 |* o+ {) l
each such share so redeemed of $25.00 together with all declared and unpaid% Y9 V7 o2 G( ^- ^* Q
dividends to the date fixed for redemption.
6 S, Q- z2 g1 X j2 ^5 l( f8 ?0 |Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
9 H6 t$ k5 g: X7 n9 N9 j2 @Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have0 T( i- ]! h! o1 L4 C3 C: L7 ? r
the right, at their option, to convert, on February 25, 2014 and on& q3 M5 w& x1 x9 Q* ], f' Z: n
S-4+ K' H8 {( n- K: I1 k) v* ]5 Y' [: p! k
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any5 ?7 L: t5 K7 V/ n8 r! l; q* o
or all of their Preferred Shares Series 18 into an equal number of Preferred1 M) B# W! Z/ L, W
Shares Series 19 upon giving to the Bank notice thereof not earlier than
. i# f" F2 V% ` Y- A. z30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day) j7 X6 u+ j" K$ `5 i* a
preceding, a Series 18 Conversion Date.
4 O# M' h' l+ _Automatic Conversion If the Bank determines, after having taken into account all shares tendered
. u3 b% A. Y$ d) j; LProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares( V- j7 J. O2 x9 @; {/ d+ _$ _
Series 19, as the case may be, that there would be outstanding on such
, c7 \/ L P' k0 ~- z1 h9 Q) J7 mSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
' _! ~0 E$ u) f$ |3 y9 Y) Isuch remaining number of Preferred Shares Series 18 will automatically be H' W- T) A& B6 W9 y& h# _. z0 f4 l
converted on such Series 18 Conversion Date into an equal number of* ^; W( t! q% x8 m
Preferred Shares Series 19. Additionally, if the Bank determines that, after6 ]0 |, m/ x+ o/ ~0 q7 R# _
conversion, there would be outstanding on such Series 18 Conversion Date) |- Q& ^/ _2 V( [
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares8 A4 |) y# d! m' k- p$ ?, h
Series 18 will be converted into Preferred Shares Series 19.) [9 _: {5 W/ Y& X8 I
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: c' ?/ L# y* j/ b
Series 18 will not be entitled as such to receive notice of, attend, or vote at,9 Y! U" i! j# o, @
any meeting of the shareholders of the Bank unless and until the first time at
: n @- {: G2 U- mwhich the Board of Directors has not declared the whole dividend on the
- J; H; Q, ~* M; r ?$ ?Preferred Shares Series 18 in any quarter. In that event, subject as2 X8 A! C8 w' I% C1 Q
hereinafter provided, the holders of Preferred Shares Series 18 will be
& F# j! d8 l; q- e! j7 h) sentitled to receive notice of, and to attend, meetings of shareholders at which$ j p& t* p. K7 h1 ~2 `3 I+ C
directors of the Bank are to be elected and will be entitled to one vote for
8 r8 }) U9 _& h, c5 j$ {; D4 ueach Preferred Share Series 18 held. The voting rights of the holders of the# H& B4 r2 i* N! ~
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
; V* @# _* o- G7 f7 j. r* ethe first dividend on the Preferred Shares Series 18 to which the holders are+ Q8 ^& f: U& j3 V! t- n
entitled thereunder subsequent to the time such voting rights first arose until7 ~1 _! h) c7 i$ j$ k
such time as the Bank may again fail to declare the whole dividend on the
4 m" v* O, e* L; MPreferred Shares Series 18 in respect of any quarter, in which event such) j2 \: p0 k2 `( w9 q" c/ M1 `% i
voting rights will become effective again and so on from time to time.
5 \: S* `2 V2 Q* x* z4 S7 GPrincipal Characteristics of the Preferred Shares Series 19
9 O7 D7 [8 U- g* vDividends: The holders of the Preferred Shares Series 19 will be entitled to receive) U) ?# L" z# E/ Y
floating rate non-cumulative preferential cash dividends, as and when5 t6 L" y5 y* Z+ J( [% `# `
declared by the Board of Directors, subject to the provisions of the Bank Act, Q5 L0 y! i$ x4 e/ [
payable quarterly on the 25th day of February, May, August and November
5 {7 [1 l Z9 ein each year, in the amount per share determined by multiplying the) q# n1 t' N+ |# W, b
applicable Quarterly Floating Dividend Rate by $25.00.
: j/ b2 G; X; @On the 30th day prior to the commencement of the initial quarterly dividend( v- b, p: v' B) }5 j# G2 a0 ~' _
period beginning on February 25, 2014, and on the 30th day prior to the first% _' y. U% |. i9 l/ G: b" t) T, M: @
day of each subsequent quarterly dividend period (the initial quarterly
# k2 b* f# P1 l$ o. ^$ y2 v' jdividend period and each subsequent quarterly dividend period is referred to6 A6 L! T* J' G
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the- I' `& i& v7 h3 C
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate9 h6 ^; @; N6 `3 M6 t2 s
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the9 t' v0 X9 I4 @+ D b
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days8 s: P" ]+ v0 K) P- I( q
elapsed in the applicable Quarterly Floating Rate Period divided by 365): Q! D2 Q; f" b
determined on the 30th day prior to the first day of the applicable Quarterly0 l+ |2 z _" p ]; B) N5 s
Floating Rate Period.$ t. u/ I, i# t1 ^ H. U
S-5, G A3 ^) L/ p9 T7 H' I2 q
If the Board of Directors does not declare a dividend, or any part thereof, on
8 ~3 }' I6 t% r( V5 @the Preferred Shares Series 19 on or before the dividend payment date for a6 ?* Q0 k* M+ V
particular quarter, then the entitlement of the holders of the Preferred2 ^/ A/ A3 c" C7 b X% R
Shares Series 19 to receive such dividend, or to any part thereof, for such$ S- |* H8 v7 ?
quarter will be forever extinguished.. K/ z2 d4 G/ U( T! i
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the" q# X* w0 y- q! R6 b& ?0 I* S
Superintendent and to the provisions described below under the heading
/ |: Y& E2 [5 \; z* a. B# y$ _‘‘Details of the Offering — Certain Provisions of the Preferred Shares
+ C6 s: `& J- [8 {6 J) y8 ySeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,% d* b2 q$ T1 V+ ~
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
2 h n# r$ A5 K+ Y7 a4 Nor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
+ U0 {0 |0 [9 v0 A7 ?) I; r+ p. qoption without the consent of the holder, by the payment of an amount in& y' }& B$ N/ v4 K
cash for each such share so redeemed of (i) $25.00 together with all declared# n# E3 K. c" @, R. ?8 f! b1 H
and unpaid dividends to the date fixed for redemption in the case of
/ x% \& p2 P, L; gredemptions on February 25, 2019 and on February 25 every five years
, Q/ f9 C5 j. Y' }3 othereafter, or (ii) $25.50 together with all declared and unpaid dividends to
8 s; ^: W, U) l' c5 Lthe date fixed for redemption in the case of redemptions on any other date
3 e' x# i i9 k7 I7 Ion or after February 25, 2014.
! X2 w4 p* `2 ], C6 P- KConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic- O! @& m& ?# \4 s! ?( m; F( ~
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
( }9 H5 j1 U) R- j" _ Y4 d! kthe right, at their option, to convert, on February 25, 2019 and on% L: _% p7 y7 M7 B, \0 }8 G, J
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any7 E" M$ J* K0 T5 M( A+ j4 L2 _
or all of their Preferred Shares Series 19 into an equal number of Preferred# Y k$ b; b9 w9 {( O
Shares Series 18 upon giving to the Bank written notice thereof not earlier
" T) V$ F! H% N$ ? _, @5 |& E* h2 Dthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the8 N. ?1 f) @7 j* K$ U9 i. e
15th day preceding, a Series 19 Conversion Date. |$ z+ a9 F0 j, S0 t/ Z& B+ f
Automatic Conversion If the Bank determines, after having taken into account all shares tendered3 Y* ]8 T$ @+ e* P5 G
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
8 B* A8 J* d9 }Series 18, as the case may be, that there would be outstanding on such, C0 \" j1 O2 J
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
5 Y) v# U# z/ D/ D( ?such remaining number of Preferred Shares Series 19 will automatically be
" U* ^: V! P$ l* ?( Rconverted on such Series 19 Conversion Date into an equal number of
5 E- G5 o6 L' U- K1 nPreferred Shares Series 18. Additionally, if the Bank determines that, after# L$ l+ _5 N$ ]1 ?* I
conversion, there would be outstanding on such Series 19 Conversion Date
5 b) A* i) E f" |less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
8 h, t; t H6 L3 SSeries 19 will be converted into Preferred Shares Series 18.6 O1 r% J% q7 N; x" A5 t
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
3 R( g: F- W) E# mSeries 19 will not be entitled as such to receive notice of, attend, or vote at,6 t, ~) n x$ q( A. e/ x
any meeting of the shareholders of the Bank unless and until the first time at
! {5 A: l( k. @( R$ Gwhich the Board of Directors has not declared the whole dividend on the
8 C6 Y" e* C+ v2 Q5 JPreferred Shares Series 19 in any quarter. In that event, subject as
6 ^" U8 W2 }$ V" _- qhereinafter provided, the holders of Preferred Shares Series 19 will be: i8 o# ^! F5 F; @& y) d# M6 C
entitled to receive notice of, and to attend, meetings of shareholders at which
, b( X7 Y1 Y+ F2 i5 e- B7 Bdirectors of the Bank are to be elected and will be entitled to one vote for0 m: ?' O6 j6 |! H9 g. ^
each Preferred Share Series 19 held. The voting rights of the holders of the8 ?- C3 l a' S+ s9 j
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
; [" V/ h4 y7 q& D, q2 H. ]# Ethe first dividend on the Preferred Shares Series 19 to which the holders are
4 T, h- T/ M& G8 d7 }9 Pentitled thereunder subsequent to the time such voting rights first arose until5 {) Y! w& \/ s1 J1 f: P' e5 D7 h
such time as the Bank may again fail to declare the whole dividend on the
9 e& N5 k. [1 p8 s6 Y2 V: b8 S! bPreferred Shares Series 19 in respect of any quarter, in which event such# k0 L4 u3 S: F
voting rights will become effective again and so on from time to time.. ~9 Q9 C }, O) t$ ]
S-6
; p% k5 Y8 r5 W& j" B$ B# h% jPriority: The preferred shares of each series of the Bank will rank on a parity with5 a! Q" y3 `, s
every other series and are entitled to preference over the common shares of* c/ u/ g4 O9 c: ` h' |/ G
the Bank and over any other shares of the Bank ranking junior to the7 z% H- U5 d; ~: T% L
preferred shares with respect to the payment of dividends and upon any* b. @7 {6 X" J* a
distribution of assets in the event of the liquidation, dissolution or C7 l4 C6 D3 F2 Z
winding-up of the Bank.- i) v# M$ ]7 R2 \
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
[6 B7 \3 ~& pDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares2 s. P# G! P6 P2 L3 _( Y- d
Series 18 and Preferred Shares Series 19 will not be required to pay tax on0 V% y* e0 P, w0 v& S5 X: M# X
dividends received on such shares under Part IV.1 of such Act. |
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