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发表于 2008-11-29 16:58
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下面是BMO的:) V- A% l4 r# w! Y# K+ C
SUMMARY OF THE OFFERING$ {8 `$ ]+ _1 x2 Y+ g
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’’.' b* f _/ n3 C- B" M) @
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
7 h4 d2 Y" e" R0 WAmount: $150,000,000 (6,000,000 shares).1 j$ w" Y" s3 M/ \
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
% Z& Q0 ~. u3 |+ c; E2 APrincipal Characteristics of the Preferred Shares Series 18
3 {0 v; |5 `+ j5 r$ W1 j: A* K9 HDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
0 B D/ I, P5 [( \, R- G4 ]non-cumulative preferential cash dividends, as and when declared by the! }' d: ^! T, p* V) K
Board of Directors, subject to the provisions of the Bank Act, for the initial
2 l' M9 `/ p, r- Aperiod commencing on the closing date and ending on and including. h9 S }& k- E
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the. D+ x% z4 R. i# K
25th day of February, May, August and November in each year, at a rate
9 K+ A! D& T, i+ Wequal to $0.40625 per share. The initial dividend, if declared, will be payable S0 i1 Q, {. c
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
* x8 Z0 ]3 A" D4 _0 E+ P- p' ]2 J1 Adate of December 11, 2008.
W! E5 v+ P0 k6 EFor each five-year period after the Initial Fixed Rate Period (each, a* }4 \9 O4 ?- r( l1 W( M7 Y
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
' O0 s7 [, u _6 J) A9 m( mSeries 18 will be entitled to receive fixed non-cumulative preferential cash- s% {/ J N7 P; A p$ Z+ }
dividends, as and when declared by the Board of Directors, subject to the
2 _7 h% w3 P4 j! R# p6 ~* pprovisions of the Bank Act, payable quarterly on the 25th day of February,
4 G6 N! V& J2 a0 G F( [May, August and November in each year, in the amount per share per annum& x! D+ u8 h! T) m+ y v0 _- p5 n
determined by multiplying the Annual Fixed Dividend Rate applicable to
. N+ }: u" Y6 Psuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
, _3 @3 Y8 G1 V/ }: J }1 ERate for the ensuing Subsequent Fixed Rate Period will be determined by the, c( L& W3 K* Z g; K
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
4 @6 [/ i$ A0 F* lof such Subsequent Fixed Rate Period and will be equal to the sum of the
! ]/ W: K. n' E" @& e4 E3 rGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
/ }' |% R; R, H/ F' X" Iplus 3.83%.+ \% b/ z/ N, Q% E
If the Board of Directors does not declare a dividend, or any part thereof, on: z$ g( }; s/ s- m1 m
the Preferred Shares Series 18 on or before the dividend payment date for a
- B3 ^% {8 P9 u6 f7 h2 }0 i6 X Bparticular quarter, then the entitlement of the holders of the Preferred9 d0 J2 k( e+ q0 `( w8 S, D3 D
Shares Series 18 to receive such dividend, or to any part thereof, for such
- B9 U2 U: y P$ ?quarter will be forever extinguished.% e z8 [! \ E: J+ T
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the: M# V) m5 H; q/ s0 v5 @7 B
Superintendent and to the provisions described below under ‘‘Details of the
+ B5 ]1 a; `* i' DOffering — Certain Provisions of the Preferred Shares Series 18 as a: k7 K! K k0 Y% K" _+ _" G
Series — Restrictions on Dividends and Retirement of Shares’’, on7 C+ ~& M8 d0 {6 `' M
February 25, 2014 and on February 25 every five years thereafter, on not
/ B+ A! n) c3 A, T( W; ]more than 60 nor less than 30 days’ notice, the Bank may redeem all or any' {$ X8 x! m+ {
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
: r# [7 P! X! R+ l mwithout the consent of the holder, by the payment of an amount in cash for
" a9 y0 \% M H* _+ R9 qeach such share so redeemed of $25.00 together with all declared and unpaid q/ m' E l/ E5 e% O/ t- i: {: [
dividends to the date fixed for redemption.
, M# F9 L' W9 C9 f" h; t7 b9 nConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic# }* J+ K. w( X; x( G
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have: U q! t7 E, K
the right, at their option, to convert, on February 25, 2014 and on! `: s/ Z( q% e
S-4
1 x6 D6 E, [6 ^0 X1 P& tFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any, t2 L2 u' m6 v; H
or all of their Preferred Shares Series 18 into an equal number of Preferred
- k; |$ u% g$ ]( i& ~2 k! \: s* CShares Series 19 upon giving to the Bank notice thereof not earlier than
4 a+ t$ T Y% I7 o4 ?30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
, V. I2 R7 H. [% }preceding, a Series 18 Conversion Date.; I7 A! P- p' y+ T8 Z' [" G
Automatic Conversion If the Bank determines, after having taken into account all shares tendered4 Q+ L; n- P7 V/ w0 J
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares7 B) l, f: R, P
Series 19, as the case may be, that there would be outstanding on such
2 R9 U2 A4 P5 m; nSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,( X; Y% q: z2 t7 Y- m6 J
such remaining number of Preferred Shares Series 18 will automatically be
5 Q) f% r# q- b! [% u; E* r% p$ Vconverted on such Series 18 Conversion Date into an equal number of; S/ ]6 E: y! n- [8 z4 K E9 c
Preferred Shares Series 19. Additionally, if the Bank determines that, after8 o# @2 _/ G' N8 N& F9 f
conversion, there would be outstanding on such Series 18 Conversion Date$ Q9 C: Q7 Z; G4 m: s7 e; {
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
$ V6 E; K" z8 h& Q# j6 ySeries 18 will be converted into Preferred Shares Series 19.
5 f$ \; ^& c3 k5 g, U4 Y3 OVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 h7 v' d' c# [6 k( V5 Z- F9 ^6 YSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
. f8 @; v9 n5 Z- [" \$ G; @any meeting of the shareholders of the Bank unless and until the first time at' X8 t0 b! _* o$ R$ M9 Z
which the Board of Directors has not declared the whole dividend on the
8 L; ?6 |; q9 u: Z, YPreferred Shares Series 18 in any quarter. In that event, subject as0 V6 O; _6 V: e: Q" q- W- F
hereinafter provided, the holders of Preferred Shares Series 18 will be
" A8 R5 o0 u+ f4 e8 W. t1 F) J) G5 Wentitled to receive notice of, and to attend, meetings of shareholders at which* ~. m# }0 b8 f6 d' |4 a' N
directors of the Bank are to be elected and will be entitled to one vote for& a1 r0 ?1 {" p$ x r8 X7 a3 ~
each Preferred Share Series 18 held. The voting rights of the holders of the
# r/ N! ~2 }6 i- j& `0 tPreferred Shares Series 18 will forthwith cease upon payment by the Bank of6 N2 {/ X1 j1 I. |3 d; Q
the first dividend on the Preferred Shares Series 18 to which the holders are
. l5 j* |9 R- {! O. [entitled thereunder subsequent to the time such voting rights first arose until
6 P; f" D3 \, Bsuch time as the Bank may again fail to declare the whole dividend on the
/ E8 d; @/ y a* i( rPreferred Shares Series 18 in respect of any quarter, in which event such6 t/ U" u N7 {5 m9 h L
voting rights will become effective again and so on from time to time.) v4 L5 l* x2 N, I3 @7 M) q# @& X
Principal Characteristics of the Preferred Shares Series 19
4 U J! r" H" sDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
8 M# }3 O8 H X6 a4 Bfloating rate non-cumulative preferential cash dividends, as and when
( m, M/ p) M7 fdeclared by the Board of Directors, subject to the provisions of the Bank Act,
. @- k! q! }( |+ ], opayable quarterly on the 25th day of February, May, August and November. H4 m$ R2 X# ]$ d5 I6 S
in each year, in the amount per share determined by multiplying the' Y3 J+ p$ |( A# c% r' @" p$ b2 ~" [ w
applicable Quarterly Floating Dividend Rate by $25.00.
( `& ^0 x5 z8 n; Q! Z# `On the 30th day prior to the commencement of the initial quarterly dividend
d, O& O8 U$ W+ Cperiod beginning on February 25, 2014, and on the 30th day prior to the first- Q: b1 Z6 m) C# P
day of each subsequent quarterly dividend period (the initial quarterly
6 }+ ~3 Q% u$ |8 [ J* Y! fdividend period and each subsequent quarterly dividend period is referred to* f7 x; ^( G p0 O
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the2 ~% b" s# X, `7 N- Z1 G7 g0 O& Q
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate7 y. e: L& {. A$ s2 G! M, o1 d- K/ ~
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the* F0 V" w& I/ |" n: C; p
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days( g# ]7 r7 L; k+ U+ [
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
7 S+ i8 I# z, Gdetermined on the 30th day prior to the first day of the applicable Quarterly
; @3 G( f% E& {; ^Floating Rate Period.- n2 s* l" B5 }, k
S-5# ?; [7 A* K3 }: Q
If the Board of Directors does not declare a dividend, or any part thereof, on
' ]: K% V3 G, \- r4 [2 T- @( [the Preferred Shares Series 19 on or before the dividend payment date for a( v: |9 u2 V' K6 t( U; U
particular quarter, then the entitlement of the holders of the Preferred
3 T0 m9 y+ R1 @7 v8 ~- ^Shares Series 19 to receive such dividend, or to any part thereof, for such2 G2 ]5 d$ ?, ?. T/ z
quarter will be forever extinguished.5 M1 ^/ k( H' `, E& L
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
$ }2 j1 G& X4 M& fSuperintendent and to the provisions described below under the heading
1 Q" P$ M# |3 x‘‘Details of the Offering — Certain Provisions of the Preferred Shares7 d: ^) ?* X# n( v: _* u
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
: t2 p e) A* z1 l/ o& S# fon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
* Y) p* x6 N ^) Mor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
# U" x" |0 y, n1 I! E9 H, S! ]option without the consent of the holder, by the payment of an amount in
5 @3 \3 u( B/ Icash for each such share so redeemed of (i) $25.00 together with all declared
9 S% k* _ m4 S# ]1 A r6 t- W! N) nand unpaid dividends to the date fixed for redemption in the case of
4 D) n1 _3 O, t. k1 U, y, zredemptions on February 25, 2019 and on February 25 every five years$ @; O9 G% O7 K4 {
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to/ s4 k1 {* F% M P: k5 V9 O
the date fixed for redemption in the case of redemptions on any other date
! v3 h4 `" H1 [+ f6 z& Fon or after February 25, 2014.
) s( d; ~+ M3 i6 ~$ s- `6 K: W8 A vConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
! _7 R# E ~1 y, D' o- UShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have) H* Q: e" x% j, @* c( ^
the right, at their option, to convert, on February 25, 2019 and on& K+ B$ ?% ^6 t, n1 V
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any1 U5 \3 \) I2 Q+ Q
or all of their Preferred Shares Series 19 into an equal number of Preferred
2 `/ M/ k# I. ^6 EShares Series 18 upon giving to the Bank written notice thereof not earlier
1 J3 y6 g0 @7 jthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the: `; E$ {# R1 ^9 i) z/ C) m
15th day preceding, a Series 19 Conversion Date.& D% U# ^) m r( d4 S
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
3 h4 f. L# h9 ]$ m+ l- JProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
5 E# g4 ?& i- x6 Y7 d% xSeries 18, as the case may be, that there would be outstanding on such
+ x$ c/ D/ ?+ zSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,% V B' ~4 d: G% F) i8 h7 Y/ ~7 @
such remaining number of Preferred Shares Series 19 will automatically be3 @) y. p! n! i
converted on such Series 19 Conversion Date into an equal number of @) `" C- u9 P6 `: ?
Preferred Shares Series 18. Additionally, if the Bank determines that, after
( p1 c* v! t8 C- qconversion, there would be outstanding on such Series 19 Conversion Date
$ w( W3 y. A0 m8 I7 tless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares! w0 n: i2 c4 h
Series 19 will be converted into Preferred Shares Series 18.9 W5 r4 ^/ d4 s& |3 w8 t( L
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 x0 u$ `6 d- H& P* C# ]( [Series 19 will not be entitled as such to receive notice of, attend, or vote at,5 [0 ]% \5 B9 z. j# z
any meeting of the shareholders of the Bank unless and until the first time at
% ~# k% K: W- n) j7 r [which the Board of Directors has not declared the whole dividend on the4 e' s9 G* {# N* w k9 u. Q
Preferred Shares Series 19 in any quarter. In that event, subject as
) o8 V0 R2 s, z6 l6 v4 bhereinafter provided, the holders of Preferred Shares Series 19 will be
" B+ w! k' C9 e. T3 Y$ C: ?0 R; gentitled to receive notice of, and to attend, meetings of shareholders at which4 x4 `/ R+ z. q! `: h" U
directors of the Bank are to be elected and will be entitled to one vote for
+ G! d( @; s" r8 A |2 R& @# P0 P+ A" \each Preferred Share Series 19 held. The voting rights of the holders of the
: Z$ e! x' q' ]4 u& L% j0 v+ T1 aPreferred Shares Series 19 will forthwith cease upon payment by the Bank of k" r. R4 [1 S3 d; n
the first dividend on the Preferred Shares Series 19 to which the holders are( M! u5 `8 e, i6 c$ h
entitled thereunder subsequent to the time such voting rights first arose until
. q9 A5 u* M2 I2 c: ssuch time as the Bank may again fail to declare the whole dividend on the
0 R& |# U# A/ o$ ~; M% f% mPreferred Shares Series 19 in respect of any quarter, in which event such
3 d' d- b" }) I2 f0 D7 r4 m1 c' K5 Nvoting rights will become effective again and so on from time to time.
4 d# k5 c+ `5 V" [S-6
& y: R( T" n1 Z- }: _6 j, c1 w( v1 z9 `Priority: The preferred shares of each series of the Bank will rank on a parity with
0 e! o9 k- @7 M! Z5 h1 X: Zevery other series and are entitled to preference over the common shares of/ b, u+ q. \! P. c3 N
the Bank and over any other shares of the Bank ranking junior to the
4 K5 S0 X: V9 l' C( kpreferred shares with respect to the payment of dividends and upon any
% e+ }" b |4 v) F6 [2 \8 r% R) b( _distribution of assets in the event of the liquidation, dissolution or
$ v- a% o; y' H; G% Y' ?winding-up of the Bank.: d) y6 c7 }6 I" w
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
. P; g V1 c- C! P) G4 TDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares8 V" }- ^6 j' Y8 R$ L8 L
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
+ Z6 }2 m1 |2 S6 S0 ldividends received on such shares under Part IV.1 of such Act. |
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