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发表于 2008-11-29 16:58
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下面是BMO的:+ s3 D' z% |6 }9 t, k
SUMMARY OF THE OFFERING
$ z6 T# p0 n1 b" C0 hThis 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’’.+ i! H7 e0 C# j
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
; D5 T* L& A9 NAmount: $150,000,000 (6,000,000 shares).
# m8 W) J7 K! DPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
, Y" n+ \0 H/ d+ ^8 o5 [, PPrincipal Characteristics of the Preferred Shares Series 18. \4 t! B4 ]# l& o; c
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
* O- r. U5 j& K. }1 g. I3 ]1 Tnon-cumulative preferential cash dividends, as and when declared by the
8 N9 w6 O1 O9 `6 ]+ D, ^5 j U8 P1 tBoard of Directors, subject to the provisions of the Bank Act, for the initial
; E6 ~4 e! a5 ]; v/ Dperiod commencing on the closing date and ending on and including& K8 X3 O, A% X3 J/ b; a" P
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the6 s5 {+ v8 U8 j* [. |) Z: Y
25th day of February, May, August and November in each year, at a rate
v. V8 a0 m9 V2 O+ J( N$ g; a) `6 \; Tequal to $0.40625 per share. The initial dividend, if declared, will be payable
8 o3 h, R" N% B$ a; RMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
; m3 R* c, _- P# a( Kdate of December 11, 2008.
5 C6 R6 s' R9 m9 f5 lFor each five-year period after the Initial Fixed Rate Period (each, a, v0 M3 t- g; q+ _ u; m6 T
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
1 n* a& E R X+ v5 _5 dSeries 18 will be entitled to receive fixed non-cumulative preferential cash! R0 u4 w! W/ |1 e; }0 l* o6 ^: \0 n4 F
dividends, as and when declared by the Board of Directors, subject to the- ?: S- ?. M" |6 [ r3 L
provisions of the Bank Act, payable quarterly on the 25th day of February,
2 ?0 v8 x$ H4 U5 O. aMay, August and November in each year, in the amount per share per annum# t' k: V! `/ |0 Y
determined by multiplying the Annual Fixed Dividend Rate applicable to
+ }; U5 ~. i3 C+ ^such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
% |3 y5 K: r' C: {% }Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
' p$ [) F* A" N# c: pBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day' _% [- j; ~. o3 E- {& t, [
of such Subsequent Fixed Rate Period and will be equal to the sum of the0 x2 G) q% B, p0 ?& g, U
Government of Canada Yield on the applicable Fixed Rate Calculation Date
; v, B6 u2 e6 s0 n& J& \" @, Oplus 3.83%.( B( O9 S2 q( D& }
If the Board of Directors does not declare a dividend, or any part thereof, on
( G+ c3 \9 Z, X. l9 R$ athe Preferred Shares Series 18 on or before the dividend payment date for a
% Q3 z; P, j( f3 i6 [particular quarter, then the entitlement of the holders of the Preferred
1 W# c/ C; X( T" O l+ OShares Series 18 to receive such dividend, or to any part thereof, for such& ~ r1 d# x3 T6 `; T6 A
quarter will be forever extinguished.3 B3 x' x+ B2 a1 `7 y7 t: d
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the' m) r- Y4 V: Y7 m" J3 d" ?7 N1 B# y% ]
Superintendent and to the provisions described below under ‘‘Details of the1 A8 l( r5 d& _% X* }) J) u
Offering — Certain Provisions of the Preferred Shares Series 18 as a; }; @& m9 w! J7 X1 S
Series — Restrictions on Dividends and Retirement of Shares’’, on1 N: u* z+ s7 T7 A8 u
February 25, 2014 and on February 25 every five years thereafter, on not* k, F& B7 p: @/ ^; t/ U! f
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
5 f5 h& v8 l& w% {part of the then outstanding Preferred Shares Series 18, at the Bank’s option
O+ \) L7 g/ b- S% ?( Ywithout the consent of the holder, by the payment of an amount in cash for+ i* n% n" ]1 J s
each such share so redeemed of $25.00 together with all declared and unpaid
0 f9 ~6 ?/ q i" V7 f( }5 d9 Gdividends to the date fixed for redemption.
4 ^/ u5 m3 ]5 a: o8 t0 RConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
- d9 f2 j* i* m2 `8 A* ~Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
) ^+ w. H& f. ?( u' Qthe right, at their option, to convert, on February 25, 2014 and on
# Z; D% i: K6 c. S, S/ h3 J6 T DS-4& m4 i* y" c/ h, p& s
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any6 M- X6 a' W$ d# R. h
or all of their Preferred Shares Series 18 into an equal number of Preferred
7 v$ b0 E0 {7 y% h% |% |Shares Series 19 upon giving to the Bank notice thereof not earlier than
# u5 D$ V+ m" Y1 A% {30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day+ p, d2 z. g" l, O+ F& Q" z
preceding, a Series 18 Conversion Date.& ?! j+ o- k" v) L% D- {# H, Z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
, N+ z" y0 m: v+ d/ d/ h4 pProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
6 A4 |/ c0 N7 u2 D+ o2 R' @4 T0 V* FSeries 19, as the case may be, that there would be outstanding on such: n2 \& q3 W1 }! k$ s$ F2 }
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,0 b9 @1 a/ b$ G) z- l; h
such remaining number of Preferred Shares Series 18 will automatically be& H* D0 `; u" M9 M# J4 m# a9 J' J
converted on such Series 18 Conversion Date into an equal number of
" K: b; w6 b, p& QPreferred Shares Series 19. Additionally, if the Bank determines that, after
K- h( _2 Z/ F* F. Oconversion, there would be outstanding on such Series 18 Conversion Date [1 e( {: o. i+ @8 I" C+ o# t
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
9 z5 d+ n p) S' q1 H" m: G; ~Series 18 will be converted into Preferred Shares Series 19.
C1 b. O" u& d$ l4 aVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares5 d- G5 s5 A( G$ |) q7 L: v
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
5 {1 X J0 Z( i0 B. ?) Hany meeting of the shareholders of the Bank unless and until the first time at8 n! ^ M2 E1 q# Q9 G& Y4 h
which the Board of Directors has not declared the whole dividend on the
" w# B4 W+ I! Q- u6 S, lPreferred Shares Series 18 in any quarter. In that event, subject as' J. l& A: }; T g5 L
hereinafter provided, the holders of Preferred Shares Series 18 will be; _, W6 V @/ N7 H
entitled to receive notice of, and to attend, meetings of shareholders at which
- [5 \* E7 g9 f/ N0 e. Ddirectors of the Bank are to be elected and will be entitled to one vote for( T% M5 d# E6 T: \1 k* Q
each Preferred Share Series 18 held. The voting rights of the holders of the
! n6 ~ @$ R) M1 D8 O% C& ePreferred Shares Series 18 will forthwith cease upon payment by the Bank of6 n. U6 G3 Z( m2 W
the first dividend on the Preferred Shares Series 18 to which the holders are
; A& r& }4 r8 |7 C! Wentitled thereunder subsequent to the time such voting rights first arose until0 j J) K" J7 U! n
such time as the Bank may again fail to declare the whole dividend on the
5 T# I" z/ c$ p D' \( k" RPreferred Shares Series 18 in respect of any quarter, in which event such3 y3 T& l i7 U7 e8 M" q# J s0 {: W
voting rights will become effective again and so on from time to time., w9 `6 @ O- I( w) C, o
Principal Characteristics of the Preferred Shares Series 19
4 M7 [3 w$ C# p$ U% m: L7 XDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
7 Z0 }- u5 f9 wfloating rate non-cumulative preferential cash dividends, as and when
# c- M; V; S" i& y( edeclared by the Board of Directors, subject to the provisions of the Bank Act,0 X" I8 s; {! G; S( g! {1 x
payable quarterly on the 25th day of February, May, August and November" M- E. a# I# J% U! t
in each year, in the amount per share determined by multiplying the8 S9 J' B0 \; E% y
applicable Quarterly Floating Dividend Rate by $25.00.& U! d2 r1 K% L; c" r
On the 30th day prior to the commencement of the initial quarterly dividend' I l' j- p) w" e) I. |; w
period beginning on February 25, 2014, and on the 30th day prior to the first
/ x; W Y1 S) _) M8 f# N& ?' Tday of each subsequent quarterly dividend period (the initial quarterly" y" ]. M& O! {. o8 x7 }& ~
dividend period and each subsequent quarterly dividend period is referred to
$ u4 [2 h1 L" F- q8 G+ R/ aas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the5 K9 R3 q. A( k! H! L
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
' j& x! Y9 k p- X0 H! b5 jPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
& }4 \0 j1 V, R, p; q& Z, T2 M# CT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days! r& H4 i3 {( @1 B
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
. N8 s B5 C% e; R, g. d3 M- e/ B0 Odetermined on the 30th day prior to the first day of the applicable Quarterly; N" d. C2 d5 R+ I+ ^
Floating Rate Period.
5 z/ V6 p2 ]% ]S-5
6 l+ c1 A- r dIf the Board of Directors does not declare a dividend, or any part thereof, on! s- ?8 e4 i2 |
the Preferred Shares Series 19 on or before the dividend payment date for a
; z; N2 h6 K3 C+ w" a1 D) pparticular quarter, then the entitlement of the holders of the Preferred" f! D7 G3 C: L- V' N
Shares Series 19 to receive such dividend, or to any part thereof, for such
x/ q, x7 v& d) X0 g+ ~) R; xquarter will be forever extinguished.$ G% e' V: s7 ^ K! H
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the$ N! A) v; V6 a# |: P1 Z
Superintendent and to the provisions described below under the heading; T0 K/ l7 C. J1 F* J% z/ P
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
U5 W" h2 B4 ~Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,% w, m; {% }9 q6 W5 k/ h
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
! d& K. [0 M" Yor any part of the then outstanding Preferred Shares Series 19, at the Bank’s1 ?9 l/ _& \# x+ |3 m
option without the consent of the holder, by the payment of an amount in" Q b- j3 O$ A9 C4 v7 u% H6 q
cash for each such share so redeemed of (i) $25.00 together with all declared
; D* b+ y S7 I0 w2 |: Hand unpaid dividends to the date fixed for redemption in the case of/ H1 ~3 k+ ?2 Y0 h% E1 V
redemptions on February 25, 2019 and on February 25 every five years
; `( `. I: n n, R% Mthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
. b9 r# i: g8 j8 \" M1 X! e; S {the date fixed for redemption in the case of redemptions on any other date
0 t7 K+ Q+ h: q7 son or after February 25, 2014.
1 a( b, j' P% e( G3 B8 V7 ]0 {Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
! Z0 F* }- D6 I) k9 z0 IShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have* u% s0 W+ f9 @
the right, at their option, to convert, on February 25, 2019 and on! m% M- G0 m4 Q4 F' @
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
+ \8 O! n6 C: _# h( Mor all of their Preferred Shares Series 19 into an equal number of Preferred, g6 X- R \6 r9 o
Shares Series 18 upon giving to the Bank written notice thereof not earlier4 [' v8 ^$ M+ q' C, |, c
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
/ {/ d# H. g6 O( L9 A15th day preceding, a Series 19 Conversion Date.
( Z H7 m/ p c% uAutomatic Conversion If the Bank determines, after having taken into account all shares tendered/ ^" z! J/ R. L# V( \6 Z( d
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares+ u3 [' n! P% A. [
Series 18, as the case may be, that there would be outstanding on such
8 M c# X; ^9 MSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,/ J5 C& ?$ k$ z k; t
such remaining number of Preferred Shares Series 19 will automatically be
9 Y, @; e2 d9 g; G( ^$ n( Yconverted on such Series 19 Conversion Date into an equal number of( y* Z6 r$ A. d! r$ [
Preferred Shares Series 18. Additionally, if the Bank determines that, after6 c. q8 ~; Z$ ?. K0 m) l
conversion, there would be outstanding on such Series 19 Conversion Date$ M3 d3 C* B0 ~7 \( V" x$ \: J# E
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares3 g" \& |' v7 z/ z9 a
Series 19 will be converted into Preferred Shares Series 18.
v! I, o u2 ]6 qVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
% k! R, c. U; aSeries 19 will not be entitled as such to receive notice of, attend, or vote at,: e0 G0 t, G# \2 T/ [
any meeting of the shareholders of the Bank unless and until the first time at+ G6 P0 V7 }) ~# d
which the Board of Directors has not declared the whole dividend on the d; @0 q! W2 T9 N4 c; ^
Preferred Shares Series 19 in any quarter. In that event, subject as z( J" t8 q8 x" ], {. f, {
hereinafter provided, the holders of Preferred Shares Series 19 will be
) @3 a* Q* i, z4 E7 a: Xentitled to receive notice of, and to attend, meetings of shareholders at which
" B0 w$ k% M. T& ?directors of the Bank are to be elected and will be entitled to one vote for( Y' V" x$ ~" @9 x+ s
each Preferred Share Series 19 held. The voting rights of the holders of the* m& P+ O1 \0 h* I: f
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
: q8 Z1 P- j; ?" A5 Ithe first dividend on the Preferred Shares Series 19 to which the holders are
$ G. L- `! q. m, F; hentitled thereunder subsequent to the time such voting rights first arose until
* N- H$ h6 N, n: B7 Vsuch time as the Bank may again fail to declare the whole dividend on the$ d' w3 p" I5 x
Preferred Shares Series 19 in respect of any quarter, in which event such) b( q1 P2 J, `7 J+ j: D
voting rights will become effective again and so on from time to time./ M( w% J- h$ w
S-6
& r: v( h- _7 x$ kPriority: The preferred shares of each series of the Bank will rank on a parity with. `3 P( _9 @' U# H' y0 L d/ ?
every other series and are entitled to preference over the common shares of' V- Y5 b) M' a. p% O, l
the Bank and over any other shares of the Bank ranking junior to the
% m7 q m$ q( T Rpreferred shares with respect to the payment of dividends and upon any
- l1 q$ `# a1 p9 fdistribution of assets in the event of the liquidation, dissolution or
0 p$ ?: F+ V$ W) Y* Dwinding-up of the Bank.6 Y7 c6 ~2 ~8 X- o( B# W' ^
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under4 l3 ]7 X @0 c/ w i2 _& f
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares, K/ ?6 C1 p/ {+ J0 o; ?3 z
Series 18 and Preferred Shares Series 19 will not be required to pay tax on7 h; `' }- f$ G' p# _
dividends received on such shares under Part IV.1 of such Act. |
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