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发表于 2008-11-29 16:58
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下面是BMO的:- e! Y4 Q) ~9 G. i
SUMMARY OF THE OFFERING
5 |" G; S/ Y. `5 ZThis 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’’.
8 b; R8 |! Z) [6 R0 c$ a& KIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18." E, u1 f0 Q& P( v2 T
Amount: $150,000,000 (6,000,000 shares).
1 k1 u" i. t2 a0 h4 _( pPrice and Yield: $25.00 per share to yield initially 6.50% per annum.# M0 N* g0 |4 d1 Z
Principal Characteristics of the Preferred Shares Series 188 k/ j" H" s: [. X1 N$ {+ |. N
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
# f1 h0 x/ p2 }; Hnon-cumulative preferential cash dividends, as and when declared by the
7 X. `, {- J0 v4 [* {) @Board of Directors, subject to the provisions of the Bank Act, for the initial0 ~4 Z" n5 w( |7 `; |0 ?
period commencing on the closing date and ending on and including
. O6 l( x. w' L0 v% M T& iFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the+ T7 r" j% G* f( q( B, F
25th day of February, May, August and November in each year, at a rate' e: _; ^: K% j+ j# w" T: i
equal to $0.40625 per share. The initial dividend, if declared, will be payable8 i: \6 h- v5 s @4 l
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
7 R% E& l. \0 F. ~date of December 11, 2008.5 w( a$ @, w$ w$ e# q4 t
For each five-year period after the Initial Fixed Rate Period (each, a, D3 B9 y9 ]1 [! h
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
3 [9 y9 ^+ ]7 m0 ]$ ySeries 18 will be entitled to receive fixed non-cumulative preferential cash0 ?; r8 g1 B) o
dividends, as and when declared by the Board of Directors, subject to the
. K2 E( A! ?9 }+ Rprovisions of the Bank Act, payable quarterly on the 25th day of February,
. d4 v% I" y+ n1 |: u$ [5 O) BMay, August and November in each year, in the amount per share per annum. x# y0 K; O# w4 B* U0 b
determined by multiplying the Annual Fixed Dividend Rate applicable to
3 x) w' u2 W3 F/ H# csuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend7 h# m8 T: o0 a7 w: _* g& m4 ~
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the' H1 @0 F. ^: W8 A/ C. i! x3 ?
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
2 g$ k6 ~( D8 d$ j& @3 j( ]of such Subsequent Fixed Rate Period and will be equal to the sum of the7 g* @3 g0 c# ~9 P8 q
Government of Canada Yield on the applicable Fixed Rate Calculation Date, d1 ^; Z/ q0 l
plus 3.83%.! [: h# N: A Q7 H0 `- z! z1 N# l
If the Board of Directors does not declare a dividend, or any part thereof, on
) I1 |2 L. R+ W9 l) r$ [" Cthe Preferred Shares Series 18 on or before the dividend payment date for a
% a, I( h o0 P+ B( Y) {particular quarter, then the entitlement of the holders of the Preferred0 a8 \- T+ y" U2 F+ X
Shares Series 18 to receive such dividend, or to any part thereof, for such; W# ?( m* A* J' G1 \: n/ z$ ]7 v$ S
quarter will be forever extinguished.0 D5 h# r J1 b; N
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
5 h5 v0 m m/ S# M% [& H* kSuperintendent and to the provisions described below under ‘‘Details of the# E$ X4 L p$ o( J
Offering — Certain Provisions of the Preferred Shares Series 18 as a
) H k! k, N8 b9 JSeries — Restrictions on Dividends and Retirement of Shares’’, on. ~2 |4 f) V% N$ ?; S$ n* U9 ~) H* M
February 25, 2014 and on February 25 every five years thereafter, on not! |9 v9 Y% x) o1 H
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any2 e+ C3 N4 A; W" i/ F0 Z
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
9 H; e6 a% W2 k$ owithout the consent of the holder, by the payment of an amount in cash for
+ S. { B: ~9 jeach such share so redeemed of $25.00 together with all declared and unpaid4 Z$ g! _0 u6 ~3 [4 ?9 ~
dividends to the date fixed for redemption.; T; X3 u6 k- \9 i* x% Y
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
5 U3 L9 o$ U7 I5 \! g; HShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
, k2 G0 ^! C: Lthe right, at their option, to convert, on February 25, 2014 and on
: {$ g2 a! z" J) CS-4! S3 K. N N5 W& B
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any7 _9 i- N; f L; A8 n0 o
or all of their Preferred Shares Series 18 into an equal number of Preferred8 Z5 _, a% d7 R* G& d5 i. z
Shares Series 19 upon giving to the Bank notice thereof not earlier than/ K5 C4 L9 k- I
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day) H( k d% K' x) A' D
preceding, a Series 18 Conversion Date.
& M4 A$ B. v6 j+ Y7 cAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
4 X# e/ Z; }4 `% k" l: X% Y& V( XProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
9 j1 C: n% b* j/ d5 u0 QSeries 19, as the case may be, that there would be outstanding on such5 L0 H5 G5 L% L' w5 ?& K
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,! K- e7 }) c* p) E
such remaining number of Preferred Shares Series 18 will automatically be
@: e* F% ~9 q" I4 y; Aconverted on such Series 18 Conversion Date into an equal number of% |2 y0 F% G) Z2 z& u
Preferred Shares Series 19. Additionally, if the Bank determines that, after# g5 o; s' A: A' R9 ~
conversion, there would be outstanding on such Series 18 Conversion Date
8 m+ O2 ^( b+ D# }less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
" V& \) E I5 ]2 jSeries 18 will be converted into Preferred Shares Series 19.( H7 ~3 }$ t" i2 y8 }
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares. x: l! x: U% i
Series 18 will not be entitled as such to receive notice of, attend, or vote at,5 J2 h% t* w v4 ]9 c9 g
any meeting of the shareholders of the Bank unless and until the first time at/ }$ b. H1 A" e
which the Board of Directors has not declared the whole dividend on the
/ ?6 @8 U! b) O$ b! RPreferred Shares Series 18 in any quarter. In that event, subject as5 S/ v1 L0 W. z" N
hereinafter provided, the holders of Preferred Shares Series 18 will be
5 E W2 g+ ?* J, z5 T, ?+ o" M0 l3 Uentitled to receive notice of, and to attend, meetings of shareholders at which! w0 J! F% i6 J$ e$ l
directors of the Bank are to be elected and will be entitled to one vote for0 I( F; ^0 Q7 R v) ]4 \* k
each Preferred Share Series 18 held. The voting rights of the holders of the ^- P( O" S7 ?' G' j. ]' P
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of4 ?5 R/ b' e7 O. u; g6 o! h# N
the first dividend on the Preferred Shares Series 18 to which the holders are
+ v, I% M5 R5 u# lentitled thereunder subsequent to the time such voting rights first arose until
, U3 u2 s/ @9 t$ F( l3 ]6 O' Msuch time as the Bank may again fail to declare the whole dividend on the
9 `) N3 G. j/ \) S& w3 B% C* y, [Preferred Shares Series 18 in respect of any quarter, in which event such
% ^. `" ~+ _4 _voting rights will become effective again and so on from time to time.
' O6 J* V' W( V: nPrincipal Characteristics of the Preferred Shares Series 19
! W2 [2 A2 x8 L! jDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
. R+ Z3 v+ R& C8 t6 Y0 }- W7 efloating rate non-cumulative preferential cash dividends, as and when
3 e* ]/ L5 E8 e: X+ U" V8 Wdeclared by the Board of Directors, subject to the provisions of the Bank Act,6 U- ?7 J' `' B U5 W7 Q$ Y8 U( |
payable quarterly on the 25th day of February, May, August and November
( N% P" W3 V! b2 y# O; min each year, in the amount per share determined by multiplying the k1 k# F5 T- Z" d$ O1 h9 p
applicable Quarterly Floating Dividend Rate by $25.00.
$ }% B# J; B) p& k# I: A6 Q: V+ B- QOn the 30th day prior to the commencement of the initial quarterly dividend
8 B, B& @. D$ p7 uperiod beginning on February 25, 2014, and on the 30th day prior to the first
5 q3 z/ p( V9 V% aday of each subsequent quarterly dividend period (the initial quarterly
( @* ]0 Z- t7 E5 m) ?/ Gdividend period and each subsequent quarterly dividend period is referred to3 S- t0 W( ?$ z& |$ _
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the4 c+ D/ {' J f% x
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate9 x6 e2 U+ G# |( a. U8 M" H* m
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the8 K6 w, M5 z& @ }
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days$ G/ A4 @: i- Q, N0 R: Y" G0 J
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
. }' r8 {1 a3 W$ kdetermined on the 30th day prior to the first day of the applicable Quarterly% i8 g) U4 N2 p' g1 u3 ^
Floating Rate Period.
+ q+ e% i i# x4 dS-5
1 p) t2 k, g% D. f5 X$ G3 jIf the Board of Directors does not declare a dividend, or any part thereof, on
: t( G: \$ c5 l) R) ~3 Athe Preferred Shares Series 19 on or before the dividend payment date for a
* V1 b) W& z' Yparticular quarter, then the entitlement of the holders of the Preferred# g' W# r' o- W1 `2 s; n) c2 S
Shares Series 19 to receive such dividend, or to any part thereof, for such% ?8 }5 h, k; Q/ o- u" o1 Y
quarter will be forever extinguished.
: ]- R1 E: i* y% \Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
( _5 @/ f9 F) K* E3 k' \7 DSuperintendent and to the provisions described below under the heading
' h- ~* c% l% y) d8 {‘‘Details of the Offering — Certain Provisions of the Preferred Shares& s0 P) i. N" e# n
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
: f# d- S0 U: g$ N* jon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
. z" b3 o% g, G# Oor any part of the then outstanding Preferred Shares Series 19, at the Bank’s* Y2 r, Z( [; t/ N; M! X# O; K
option without the consent of the holder, by the payment of an amount in7 N4 Y3 q9 D' K. |( [* h
cash for each such share so redeemed of (i) $25.00 together with all declared
/ d2 r7 M0 X* ]5 q n+ W- H) pand unpaid dividends to the date fixed for redemption in the case of$ o* t( d( O' {8 e( p
redemptions on February 25, 2019 and on February 25 every five years
8 \1 T. C Z" L' Hthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
( K+ f9 u2 i9 I, c! K' X' ?the date fixed for redemption in the case of redemptions on any other date
6 m7 ~0 R$ t, j* k! Ron or after February 25, 2014.- Q( b9 w) Z- N) _) V( v
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic& f& i0 Q d; y' L% M6 i$ O
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have) h. T4 O y6 l
the right, at their option, to convert, on February 25, 2019 and on
4 W, x/ s' i0 L. v1 }+ s" d- wFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
- N/ D Y5 p2 \+ x3 oor all of their Preferred Shares Series 19 into an equal number of Preferred! P8 Y O/ ]& q9 ?
Shares Series 18 upon giving to the Bank written notice thereof not earlier
7 @ M" Z' {5 Dthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
4 \) R" y# W+ p, }+ y) z15th day preceding, a Series 19 Conversion Date.
8 t3 r4 N7 P d% F \9 fAutomatic Conversion If the Bank determines, after having taken into account all shares tendered+ ?3 {8 \0 m( L
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares1 v, G) L! A- ?1 W
Series 18, as the case may be, that there would be outstanding on such
& E: I* l$ M. P& Z eSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
0 ^# s* A- H/ G- _' `8 dsuch remaining number of Preferred Shares Series 19 will automatically be& [) _; ]+ U5 t; \+ Q: Z; N. _+ x
converted on such Series 19 Conversion Date into an equal number of
( i2 `. j. j$ @( a) YPreferred Shares Series 18. Additionally, if the Bank determines that, after) m) X m# x* |9 F& Q' w: v4 k$ I
conversion, there would be outstanding on such Series 19 Conversion Date3 e2 {" X1 S' b6 A/ v6 A
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares, ~1 \1 G) l. Z- f" B4 _- K
Series 19 will be converted into Preferred Shares Series 18.# G& A" J, F$ u# m( M6 ]
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# Z6 Q+ W2 s% j, V/ c( ASeries 19 will not be entitled as such to receive notice of, attend, or vote at,
' j0 P1 H+ V$ q `any meeting of the shareholders of the Bank unless and until the first time at
3 B6 I" N9 l- { H0 g( ^which the Board of Directors has not declared the whole dividend on the
+ }% i1 w. B3 g) @& N5 oPreferred Shares Series 19 in any quarter. In that event, subject as/ f( D: |2 w/ Z3 L! n$ O, x: _- @4 \/ T) q
hereinafter provided, the holders of Preferred Shares Series 19 will be5 X/ @5 Z' j; Q2 G$ d9 Y
entitled to receive notice of, and to attend, meetings of shareholders at which
6 R8 V, O- t. K0 Gdirectors of the Bank are to be elected and will be entitled to one vote for3 ^+ A/ x; |! \# @) W
each Preferred Share Series 19 held. The voting rights of the holders of the" y6 Y. w8 M8 K9 a2 l
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
" y1 G$ `0 m/ B3 Q: E; P1 {6 Ithe first dividend on the Preferred Shares Series 19 to which the holders are
& r# R5 b6 b5 p& Eentitled thereunder subsequent to the time such voting rights first arose until4 `) [4 B, K( G( {6 C
such time as the Bank may again fail to declare the whole dividend on the) B: I& i" h" r' E
Preferred Shares Series 19 in respect of any quarter, in which event such
4 K$ o7 G: k; }/ p& c% U" Vvoting rights will become effective again and so on from time to time.0 {& |8 \4 c; D
S-67 ]% Z3 a& T& ^$ k& q, z
Priority: The preferred shares of each series of the Bank will rank on a parity with
/ w% P/ L% E6 Z- aevery other series and are entitled to preference over the common shares of& h4 F6 ~% s$ a4 |( i$ K
the Bank and over any other shares of the Bank ranking junior to the
! V5 n7 h! V5 \# Ipreferred shares with respect to the payment of dividends and upon any
% b# g5 w u: y# V9 v, p( Zdistribution of assets in the event of the liquidation, dissolution or9 P( O9 o0 j$ U! X: _
winding-up of the Bank.8 h( Y; A) W( k. e4 |+ m' N
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under5 x3 b9 J( n8 A8 b, G- S& [
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
. H; A9 Y+ m. p* y$ ]3 X$ Y( _' GSeries 18 and Preferred Shares Series 19 will not be required to pay tax on5 b& {% W8 n; E- E
dividends received on such shares under Part IV.1 of such Act. |
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