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发表于 2008-11-29 16:58
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下面是BMO的:3 ?0 \ `8 o. W' B& D: O' Q0 |8 j
SUMMARY OF THE OFFERING
% t. D0 b" U/ j' y9 B5 @1 OThis 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’’.
+ P& G0 X+ D% ^; `Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.6 g6 W! j0 O' k0 l) H8 q4 \
Amount: $150,000,000 (6,000,000 shares).
- }# r( m, d, ^0 g) N) w8 DPrice and Yield: $25.00 per share to yield initially 6.50% per annum.9 K. X, y" I4 U/ J9 d3 Z
Principal Characteristics of the Preferred Shares Series 180 u: Z# c) X9 d! z6 i
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed5 T" }+ B0 V% N1 v% Q/ _- R
non-cumulative preferential cash dividends, as and when declared by the
2 d7 w! I3 V) ?1 i" C/ kBoard of Directors, subject to the provisions of the Bank Act, for the initial1 x* \2 C& a. {- p4 V
period commencing on the closing date and ending on and including4 F' V0 G/ O& x( h
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the9 I4 Z Q x1 A/ N9 ~( s( C
25th day of February, May, August and November in each year, at a rate7 b- B3 i6 q/ E2 N, J3 ^
equal to $0.40625 per share. The initial dividend, if declared, will be payable
0 e: d7 M7 i; r; O0 WMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing) j4 _6 Y5 Z# }* ?
date of December 11, 2008.
+ I1 g/ U$ N3 ~4 U# jFor each five-year period after the Initial Fixed Rate Period (each, a+ ? h8 T6 |& N2 _( T1 A/ b
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares4 e/ ~6 {2 x: z( ^$ q
Series 18 will be entitled to receive fixed non-cumulative preferential cash
' d$ n! l6 r" R) X2 ~5 X( R; ldividends, as and when declared by the Board of Directors, subject to the
8 N$ T6 U* `: ]6 t% dprovisions of the Bank Act, payable quarterly on the 25th day of February,: T. }) L5 }% b/ G- ]/ J
May, August and November in each year, in the amount per share per annum
) X! e9 `! P0 S# \$ m3 R! |& c' }determined by multiplying the Annual Fixed Dividend Rate applicable to
; \$ X5 }( k H4 K: ^- p9 \' Gsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend% ] S5 _. r2 P2 ^ z
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the9 K5 v, |9 q% g( v4 c3 U- b
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day5 v# O9 @6 y9 ]# q+ Q4 y
of such Subsequent Fixed Rate Period and will be equal to the sum of the8 Y y; m( ^) p& y$ C8 N
Government of Canada Yield on the applicable Fixed Rate Calculation Date
* @6 w+ f3 v0 ]. t. [3 k6 uplus 3.83%.5 K: T; Y' f7 e* s% x }/ V1 s
If the Board of Directors does not declare a dividend, or any part thereof, on3 k" E# @8 ?6 T6 d1 L- k$ w0 V
the Preferred Shares Series 18 on or before the dividend payment date for a
- \: R: ~( o4 tparticular quarter, then the entitlement of the holders of the Preferred6 E- ~- B" h0 X7 y; F
Shares Series 18 to receive such dividend, or to any part thereof, for such A7 |; u. b/ Y" D3 j: H) ~
quarter will be forever extinguished.
) k, y \; ?% ` Z9 a/ y$ |Redemption: Subject to the provisions of the Bank Act and to the prior consent of the7 J6 N0 r3 ~0 O9 Y2 p8 \" ]& d
Superintendent and to the provisions described below under ‘‘Details of the8 k H$ s! w4 k' _, |0 A6 e
Offering — Certain Provisions of the Preferred Shares Series 18 as a
( q' z5 f# F/ K1 y. @: q, O6 M" ySeries — Restrictions on Dividends and Retirement of Shares’’, on
6 L& U/ j" G6 q. w2 R5 q1 DFebruary 25, 2014 and on February 25 every five years thereafter, on not& c" H% x3 g" y; p0 x! J" R6 q& r
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
1 N6 @ k; L! F, u, }4 ^part of the then outstanding Preferred Shares Series 18, at the Bank’s option+ e2 ^! j" A) ~
without the consent of the holder, by the payment of an amount in cash for
) E5 X1 N/ [5 J- L' p5 r% h0 M0 oeach such share so redeemed of $25.00 together with all declared and unpaid
: R3 R) m. p5 E f( Z sdividends to the date fixed for redemption.; o% I) B& }/ U4 L6 t6 y/ l
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
6 P4 W0 x: x, m: `" ?: k& a3 v, h! |Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
- q s. a0 e' }9 \& ] Bthe right, at their option, to convert, on February 25, 2014 and on0 \. j6 r1 Y9 U7 o/ ?2 r$ N) _% n
S-44 _2 D: J2 ? S
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any# i$ I5 w' k, J$ p" I
or all of their Preferred Shares Series 18 into an equal number of Preferred! k( J2 d+ O5 U' T$ W& ~ o) b
Shares Series 19 upon giving to the Bank notice thereof not earlier than1 W* x$ N1 P# i* I t
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
( r* @% K8 h% E0 d+ R$ b, U Npreceding, a Series 18 Conversion Date.
& k, p7 B0 p/ L& _6 t+ CAutomatic Conversion If the Bank determines, after having taken into account all shares tendered. t" Q. s8 s# E" F0 ~. c7 @
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares k/ u: p3 g) U; M2 Q1 N% [+ s; m
Series 19, as the case may be, that there would be outstanding on such
2 m, ^* E) I& x7 OSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
7 H; o+ A+ z0 ]) \such remaining number of Preferred Shares Series 18 will automatically be
& P! p2 M' a8 w1 ~% T$ @converted on such Series 18 Conversion Date into an equal number of7 {% U4 H& U6 y- Z
Preferred Shares Series 19. Additionally, if the Bank determines that, after8 o" W( p; d% j5 P/ n! z
conversion, there would be outstanding on such Series 18 Conversion Date% @" q2 n- z$ y3 ~8 A7 u
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
7 B/ \+ ^' m! n* M p" {! i/ e3 PSeries 18 will be converted into Preferred Shares Series 19.; w6 f3 z V! @ b1 j- y; F
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares$ \2 P6 Z9 }7 o% V
Series 18 will not be entitled as such to receive notice of, attend, or vote at, _& l4 ?+ L2 W C' X- C3 i+ U
any meeting of the shareholders of the Bank unless and until the first time at# A5 [7 i* z# w1 A5 n! C5 K4 C
which the Board of Directors has not declared the whole dividend on the; q; b/ S, j0 B% i1 L+ Z$ L1 P9 b! a
Preferred Shares Series 18 in any quarter. In that event, subject as8 F. `) K% H4 z! z' n) a2 ^
hereinafter provided, the holders of Preferred Shares Series 18 will be) l: M5 H: |6 C; }/ g6 e9 _) J
entitled to receive notice of, and to attend, meetings of shareholders at which
$ } j+ \, L' `- {$ m* `( Edirectors of the Bank are to be elected and will be entitled to one vote for' K% v4 Z1 X' o: n9 r
each Preferred Share Series 18 held. The voting rights of the holders of the, l0 G$ F( C# I' u- g$ \
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
9 o( L. z# Z: g2 l5 v+ E$ Rthe first dividend on the Preferred Shares Series 18 to which the holders are/ I/ ?7 \2 }# f( x( ~* y6 O
entitled thereunder subsequent to the time such voting rights first arose until
$ E) q r _0 D V9 P( ^4 K% Isuch time as the Bank may again fail to declare the whole dividend on the
! C3 s1 [2 i' R5 H6 N/ `Preferred Shares Series 18 in respect of any quarter, in which event such! S* E9 W" ~# \* c% {. {% k
voting rights will become effective again and so on from time to time.# m. O0 G% j2 c. L
Principal Characteristics of the Preferred Shares Series 19
. U S7 s! Y {, u+ G' Q& j) S/ sDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
2 [2 {1 \; p8 Kfloating rate non-cumulative preferential cash dividends, as and when: Z$ `8 @: N1 X) q' J
declared by the Board of Directors, subject to the provisions of the Bank Act,& ^- p! b( _. t4 U. A* S1 ]
payable quarterly on the 25th day of February, May, August and November$ Y+ H0 ]) q- x0 S4 y8 O+ c
in each year, in the amount per share determined by multiplying the
( g: {$ W8 Q, K7 a2 Y) A# iapplicable Quarterly Floating Dividend Rate by $25.00.
1 I! f5 t3 z# U5 TOn the 30th day prior to the commencement of the initial quarterly dividend
2 L! e) A* M. K& h2 N2 D( nperiod beginning on February 25, 2014, and on the 30th day prior to the first; R5 M; }: ]9 `7 q. O3 _9 [' ~
day of each subsequent quarterly dividend period (the initial quarterly# p- D; O {2 t! A5 ]7 G; e5 J% f
dividend period and each subsequent quarterly dividend period is referred to( c" D, T" `2 i8 U ]! V- A
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the" Z/ W0 h. z" o
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
8 b7 E4 v# h: s/ kPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the- x8 e8 G3 L7 P: G. @' u- Z
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
8 b* y# w1 O! J0 p- Aelapsed in the applicable Quarterly Floating Rate Period divided by 365)
& Z$ h1 c+ I, D/ V7 C8 `determined on the 30th day prior to the first day of the applicable Quarterly0 {, N- h- B1 s* l
Floating Rate Period.: N0 [% V9 \/ s6 s7 G
S-5
+ W% T- b. h! Z `! rIf the Board of Directors does not declare a dividend, or any part thereof, on& n5 P# ?2 F. `2 R) J6 B. p
the Preferred Shares Series 19 on or before the dividend payment date for a1 l( }( |& e/ W4 \( _* ] [* i! K+ l
particular quarter, then the entitlement of the holders of the Preferred6 E* E5 _; D0 y' ^2 E8 L3 ^
Shares Series 19 to receive such dividend, or to any part thereof, for such
# A4 C( E4 O9 ~& ~2 {5 T9 w3 n8 S# Gquarter will be forever extinguished.
$ o- @& p/ y* Q, B& ~ B! `Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
% a7 Z! k0 u) h3 o. X% l8 WSuperintendent and to the provisions described below under the heading
# s' I+ d g; k8 A) @* V0 n‘‘Details of the Offering — Certain Provisions of the Preferred Shares
- {: h4 v9 G" V) ]5 L* F& |Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,( C1 T0 }, ?$ P+ _- o: n* O) x: A
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
g" a% u; M7 C& P0 sor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
" e/ S! m+ V0 {8 V; M) uoption without the consent of the holder, by the payment of an amount in
5 g+ p4 ]) k# n% h" _2 @cash for each such share so redeemed of (i) $25.00 together with all declared/ l- ?( J( |' O# }9 D
and unpaid dividends to the date fixed for redemption in the case of( {( T# F% R/ \9 c' t; A
redemptions on February 25, 2019 and on February 25 every five years
* R5 ^) D: _: C9 c' L' fthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
$ A4 J( ^: o" ^' hthe date fixed for redemption in the case of redemptions on any other date' L& y* X7 d( ~- I) j4 a
on or after February 25, 2014.3 v! P+ T/ Z5 ^9 `
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic# k$ C9 q* K3 X4 C
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have4 ?) ^; j2 D# z
the right, at their option, to convert, on February 25, 2019 and on
0 G2 a8 y% r0 ^ QFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any( f: j4 r/ s. X* C& f+ }
or all of their Preferred Shares Series 19 into an equal number of Preferred
! c8 k3 _2 b% t2 HShares Series 18 upon giving to the Bank written notice thereof not earlier) z. i: V( M! L1 ~- F" Q; Q& i+ `
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
+ N# F$ A. X. j* F* {8 }+ q2 a1 f% ]15th day preceding, a Series 19 Conversion Date.$ s# x7 U) d7 d% t% T [1 e
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
8 G8 B7 d Q# N- t) PProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares; ~. t# o9 e0 `! W8 Q7 b" ~
Series 18, as the case may be, that there would be outstanding on such$ }9 ]2 V, I7 m* u' E6 ^
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,5 k% z& \( s3 S2 a( U U
such remaining number of Preferred Shares Series 19 will automatically be" d4 p$ B. k q& }( @5 Y
converted on such Series 19 Conversion Date into an equal number of
0 P- g. g M, u- i- [7 x; }Preferred Shares Series 18. Additionally, if the Bank determines that, after
: q) B, f G& W4 t% K9 s0 L* uconversion, there would be outstanding on such Series 19 Conversion Date
! H( I& t v8 @& M( Fless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
! C/ E* H; k' V2 K5 W* DSeries 19 will be converted into Preferred Shares Series 18.
' P8 z+ g1 {3 @6 s+ ^Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
' T8 C7 T* _0 r9 kSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
8 A) A& s! T7 z. S9 t8 k/ Wany meeting of the shareholders of the Bank unless and until the first time at
4 A) t6 L4 Y1 J* [3 O3 Z; R4 pwhich the Board of Directors has not declared the whole dividend on the' s" k( j0 s! ]) D
Preferred Shares Series 19 in any quarter. In that event, subject as4 K; I3 _! W ?* N
hereinafter provided, the holders of Preferred Shares Series 19 will be) M! N- r8 {% O& N
entitled to receive notice of, and to attend, meetings of shareholders at which
# ]; u' @8 V# ?& [) S$ Ddirectors of the Bank are to be elected and will be entitled to one vote for
8 S8 T' s8 X# ~1 reach Preferred Share Series 19 held. The voting rights of the holders of the
8 B: g( Q1 Z4 G" f4 f( Z: uPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
: J/ A0 |& X) n2 M7 e6 V& jthe first dividend on the Preferred Shares Series 19 to which the holders are
8 R$ p5 J/ W/ C! `entitled thereunder subsequent to the time such voting rights first arose until n0 Y' Q4 c$ H1 W: c9 X% I
such time as the Bank may again fail to declare the whole dividend on the
C) {1 ~9 n6 e; LPreferred Shares Series 19 in respect of any quarter, in which event such
# k6 k$ r9 A$ ivoting rights will become effective again and so on from time to time.- B }! F2 E5 w \# d2 X6 l
S-6! t1 R9 _: \9 Q1 P- e
Priority: The preferred shares of each series of the Bank will rank on a parity with
. f- g V9 y( U8 p/ B3 @every other series and are entitled to preference over the common shares of
% x- l& Y; Z, x. v2 M$ C6 c; Ithe Bank and over any other shares of the Bank ranking junior to the
/ \' r; a6 p" r: ?, y; ]. @preferred shares with respect to the payment of dividends and upon any
" S% g1 {) [& C7 K7 }% a6 adistribution of assets in the event of the liquidation, dissolution or+ g, F [* x1 H5 M J" Q
winding-up of the Bank.! F: L. P0 a4 j8 h9 Z( E' X! {
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under$ \1 I) I$ U) B! S! h# w
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
. G# q, O$ n# T6 w! c L* @Series 18 and Preferred Shares Series 19 will not be required to pay tax on
( U3 w9 i+ h. r, _4 I0 p3 m# ^dividends received on such shares under Part IV.1 of such Act. |
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