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发表于 2008-11-29 16:58
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下面是BMO的:' x2 z5 a7 u) ?# J/ `
SUMMARY OF THE OFFERING
/ n; o' \& c: S: G# K+ e# AThis 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’’.; S! X/ E' N8 r7 y
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.) c" x# S! j& ?/ _
Amount: $150,000,000 (6,000,000 shares).
+ _! T+ {: ^- A: T$ _Price and Yield: $25.00 per share to yield initially 6.50% per annum.
# s% ^) K' e$ [9 _( g4 ^Principal Characteristics of the Preferred Shares Series 18. r) d5 J1 @1 I! n r$ k
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
7 S& I5 b! e6 Qnon-cumulative preferential cash dividends, as and when declared by the$ P! r& {$ S! {/ V; w
Board of Directors, subject to the provisions of the Bank Act, for the initial- E" Y1 D' d6 L+ `, D+ t* q
period commencing on the closing date and ending on and including8 O0 {- K" k3 q; o& l, a! t+ Y) Z% d: L" J
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
2 C* \0 |! O, N9 p; ]& g1 H25th day of February, May, August and November in each year, at a rate# W- J& g2 l Z4 z2 V( l, f3 R
equal to $0.40625 per share. The initial dividend, if declared, will be payable, C* K( q3 n+ w/ U2 |( u) R" k
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing& t1 Z8 u8 s# r9 {5 C2 X& C a
date of December 11, 2008.* M6 ^7 u+ J, I5 h t1 B
For each five-year period after the Initial Fixed Rate Period (each, a
; c) n# j8 K# P1 K‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
& ?$ u1 t$ e% G. u. E; W w9 zSeries 18 will be entitled to receive fixed non-cumulative preferential cash
( F) S: z+ C" ?dividends, as and when declared by the Board of Directors, subject to the' a% J) x, i" g" B7 k5 z' E
provisions of the Bank Act, payable quarterly on the 25th day of February,# H1 c, P! E8 d
May, August and November in each year, in the amount per share per annum, S4 ^! f( \# h$ k1 [
determined by multiplying the Annual Fixed Dividend Rate applicable to6 U* d: q ^" b7 o+ l# _. @
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend* _ w- z' X' e+ @
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the& e _! b7 Z9 j- Z' ^
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day9 W- J% B1 O8 J; j7 R& c
of such Subsequent Fixed Rate Period and will be equal to the sum of the
2 P; j! a3 w7 s' b# bGovernment of Canada Yield on the applicable Fixed Rate Calculation Date u, l0 B2 G+ Y' I( a
plus 3.83%.
1 L' u' k& j% r, u$ N/ XIf the Board of Directors does not declare a dividend, or any part thereof, on
( K4 O8 F+ q$ _" _& z; p x Bthe Preferred Shares Series 18 on or before the dividend payment date for a0 L1 j7 f( E* r
particular quarter, then the entitlement of the holders of the Preferred+ y( K* [( s' h8 o
Shares Series 18 to receive such dividend, or to any part thereof, for such! N2 C+ Z N+ Z9 Y# N7 Y6 Q/ t1 [
quarter will be forever extinguished.* p/ d5 G) D6 f
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
% J9 k0 t; U- H/ fSuperintendent and to the provisions described below under ‘‘Details of the3 }: b0 _: T$ J+ O. o3 ~
Offering — Certain Provisions of the Preferred Shares Series 18 as a
8 x B+ ]2 v* N0 ?0 M0 |+ g3 @1 u$ O7 WSeries — Restrictions on Dividends and Retirement of Shares’’, on
6 E6 c7 [) y# i1 j! LFebruary 25, 2014 and on February 25 every five years thereafter, on not
1 p, O( y2 g, |more than 60 nor less than 30 days’ notice, the Bank may redeem all or any; Y/ V0 E' i0 h6 ^9 t7 L, ` |. O# v
part of the then outstanding Preferred Shares Series 18, at the Bank’s option3 `4 X- Z# M) U7 L" J5 C
without the consent of the holder, by the payment of an amount in cash for
R. w8 O) P8 p# @) `2 F0 [, l% reach such share so redeemed of $25.00 together with all declared and unpaid
& u/ T3 L6 X- L4 B% ddividends to the date fixed for redemption.
% g( i5 g4 I" G" s) N# B: DConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic2 Z' H, N- Y+ w& Q4 R" z
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have$ H6 e$ e5 b. z: \9 x% M
the right, at their option, to convert, on February 25, 2014 and on) c4 h- {. v) o2 Y9 y/ [
S-4
% J4 Z& s' e" a6 T! cFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any2 w9 i! s# z g* p0 t
or all of their Preferred Shares Series 18 into an equal number of Preferred @. f+ {9 c% i7 q+ l+ r2 [
Shares Series 19 upon giving to the Bank notice thereof not earlier than# B5 e* ]& V$ w! A% N1 r8 ^
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
3 e2 c( t% c( n {9 ?preceding, a Series 18 Conversion Date.6 M3 s9 W. j2 C6 O+ Z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered! }& U6 U1 Z0 m9 v" }, U0 O( F
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares+ d8 w# x" g' d* F: {; _. E% b
Series 19, as the case may be, that there would be outstanding on such
/ J8 n, ]/ |- k' a) z; a0 I. aSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
2 ?4 n5 N j8 msuch remaining number of Preferred Shares Series 18 will automatically be
2 a3 {+ K5 o" p1 @5 c- Rconverted on such Series 18 Conversion Date into an equal number of/ x& |3 k- T# {& C2 Y
Preferred Shares Series 19. Additionally, if the Bank determines that, after* o/ N* [0 Z7 g4 Z
conversion, there would be outstanding on such Series 18 Conversion Date
: c H3 h0 ^% _. Vless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares- r/ H$ M! N) v! w3 D; R
Series 18 will be converted into Preferred Shares Series 19.) t1 q4 k, c; A( \* }; m& r5 i
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
8 ?0 m! _; r4 M+ m4 j0 fSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
. x+ [$ \/ x- k/ |- z T# lany meeting of the shareholders of the Bank unless and until the first time at2 H; k2 t! W2 t$ _( u3 b
which the Board of Directors has not declared the whole dividend on the
! T: ?) _1 `* k. XPreferred Shares Series 18 in any quarter. In that event, subject as5 I# @/ n$ i. M0 v' o
hereinafter provided, the holders of Preferred Shares Series 18 will be( Y( @4 y* J# A4 M' K9 m& x2 i5 J# X
entitled to receive notice of, and to attend, meetings of shareholders at which5 `0 o; w0 M$ u7 P: o8 e) ^
directors of the Bank are to be elected and will be entitled to one vote for1 a- L# N$ ]0 ]" G( \, i1 R
each Preferred Share Series 18 held. The voting rights of the holders of the& d3 {1 U7 ]' c t
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of* ~) a0 x3 c" B& a
the first dividend on the Preferred Shares Series 18 to which the holders are, H1 ~- Z5 A) v
entitled thereunder subsequent to the time such voting rights first arose until
# O4 \. l+ x+ l1 ]( ]; O% p Bsuch time as the Bank may again fail to declare the whole dividend on the
9 ^) Q" f) M, ^5 N% qPreferred Shares Series 18 in respect of any quarter, in which event such
3 s2 z2 C. b5 z8 y) {+ Yvoting rights will become effective again and so on from time to time.
" t2 h" ?+ |9 i% h$ aPrincipal Characteristics of the Preferred Shares Series 19! m* C5 l' p _( A ~ @: J0 {
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive: \8 w9 i' o- p
floating rate non-cumulative preferential cash dividends, as and when
5 v; I7 ~; Q! P. Q% Q, x8 \declared by the Board of Directors, subject to the provisions of the Bank Act,* C* j% Q8 _5 R3 Z$ Y- j# ^1 k
payable quarterly on the 25th day of February, May, August and November+ v% j# T: U7 `/ Z" M
in each year, in the amount per share determined by multiplying the
4 O4 i2 x' I* v- W/ ?* @1 x& K- G" F) Dapplicable Quarterly Floating Dividend Rate by $25.00.! s% n; |0 @% n1 ]- J* {
On the 30th day prior to the commencement of the initial quarterly dividend
4 ]# j3 |* e/ D: U. G" f" Qperiod beginning on February 25, 2014, and on the 30th day prior to the first
" m! S' Y0 N) ]# o$ x4 Lday of each subsequent quarterly dividend period (the initial quarterly
" E$ q$ s; X `7 ~& G: pdividend period and each subsequent quarterly dividend period is referred to4 p" U$ s+ a$ B, _* r/ P
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
" Z: H. K0 D# a1 w6 P0 g: _Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
m4 m, G S, e: D# [7 `1 `Period. The Quarterly Floating Dividend Rate will be equal to the sum of the+ b7 D! _/ B5 E1 k* r* o
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days- D1 w$ h, c# x. {2 A/ e9 y1 A1 {
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
, H( Y9 z# a7 F/ M6 udetermined on the 30th day prior to the first day of the applicable Quarterly; h9 O2 p+ v; z# q N% y. X
Floating Rate Period.3 [1 G9 Z6 y- c0 Q
S-5
" n, A* ~. f+ J4 D3 d# y& l: \If the Board of Directors does not declare a dividend, or any part thereof, on7 u" V9 S: A& [$ S
the Preferred Shares Series 19 on or before the dividend payment date for a; J- L' ~5 ?5 x
particular quarter, then the entitlement of the holders of the Preferred; c5 l4 o; V; V& L4 R) E
Shares Series 19 to receive such dividend, or to any part thereof, for such
. ?2 B/ [6 ~9 [ \quarter will be forever extinguished.+ P/ S( ~. t7 y# {3 v1 ^1 z _. V
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the$ `) w6 U5 D/ E
Superintendent and to the provisions described below under the heading
& G- L, i4 q. Z* S‘‘Details of the Offering — Certain Provisions of the Preferred Shares/ j# u) P7 @4 {% ~
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
! p9 @: j- s/ C% l" x, m4 o( K; _on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
( [3 }' A, `/ r0 C8 s) O) h Xor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
, Z6 D& w3 _0 M( Qoption without the consent of the holder, by the payment of an amount in
5 p% ]9 [- O. e G- gcash for each such share so redeemed of (i) $25.00 together with all declared. V6 t( o N) V, I
and unpaid dividends to the date fixed for redemption in the case of- b. y$ d3 {4 t$ ^+ Y) [6 b
redemptions on February 25, 2019 and on February 25 every five years
+ V- x, i, v( R7 v# hthereafter, or (ii) $25.50 together with all declared and unpaid dividends to" [* T- f! b, ^5 c/ D, \" `+ N8 g, Z4 a; H
the date fixed for redemption in the case of redemptions on any other date# R- _2 G& |2 o& q
on or after February 25, 2014.
! X5 [4 }) G4 H) m: f' M! hConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic9 B+ J2 |, d/ X% `$ w; P
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
& z* ]# T& j7 x6 H) G6 Rthe right, at their option, to convert, on February 25, 2019 and on8 B' Y$ ?& o! g1 q
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
* Q: e9 X7 \$ u& uor all of their Preferred Shares Series 19 into an equal number of Preferred4 o2 G; v% A ]* m
Shares Series 18 upon giving to the Bank written notice thereof not earlier" l" X# Y, V9 F9 n0 m! z( P a: L
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
( L. [% l; x( S15th day preceding, a Series 19 Conversion Date.
% t+ j+ P& v r1 Q9 {0 M9 j( xAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
! J3 L6 \3 S! {* a# ~. j( CProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
6 G3 Q4 o0 k5 y: qSeries 18, as the case may be, that there would be outstanding on such
: u& f1 p. x9 ]3 L; h. y" _0 RSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,; a4 _1 s) \4 q& U' {, L3 G0 \+ ]
such remaining number of Preferred Shares Series 19 will automatically be4 [: x) Y: e {8 M0 D/ n
converted on such Series 19 Conversion Date into an equal number of
! L+ I3 s9 o: K. XPreferred Shares Series 18. Additionally, if the Bank determines that, after
6 e7 I- J$ `# \ m9 d0 Bconversion, there would be outstanding on such Series 19 Conversion Date
2 L, \& i8 J* b) @less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
& a9 P1 d: O+ M9 {5 f. }4 c- O4 ^4 ^Series 19 will be converted into Preferred Shares Series 18.3 c' w$ v& o5 _" U- e* _: u/ G* q; n
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares7 ^' s+ w9 Z! W! L5 \
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
$ ~: h9 j. b( ]+ a+ }any meeting of the shareholders of the Bank unless and until the first time at e3 ?0 ~2 B7 a
which the Board of Directors has not declared the whole dividend on the
1 w- {: ]5 i; O: VPreferred Shares Series 19 in any quarter. In that event, subject as% K6 w, t5 s- P9 Z( n. }
hereinafter provided, the holders of Preferred Shares Series 19 will be
( U0 e# v$ @0 l, u# s8 H4 Mentitled to receive notice of, and to attend, meetings of shareholders at which
6 I: m8 T7 v8 ?* x. o/ r) Y. |' z vdirectors of the Bank are to be elected and will be entitled to one vote for) U f: Q+ c8 c$ F: Y9 E
each Preferred Share Series 19 held. The voting rights of the holders of the. H( p" B: C! }
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of/ `% y- J6 w1 u/ |) ~
the first dividend on the Preferred Shares Series 19 to which the holders are% v/ ]; H0 h. H) T7 y8 O( q
entitled thereunder subsequent to the time such voting rights first arose until' \. W7 w" E7 F+ }6 b: [2 S
such time as the Bank may again fail to declare the whole dividend on the
! V) l; F" }" w8 L) b( F3 I. YPreferred Shares Series 19 in respect of any quarter, in which event such
! _2 h( {' |" J1 jvoting rights will become effective again and so on from time to time.6 H' @( {/ F# f$ t3 o
S-6% Z- p5 ]" b+ Y. |, ^. J& P( M
Priority: The preferred shares of each series of the Bank will rank on a parity with
- v W" b3 M0 v$ {every other series and are entitled to preference over the common shares of
8 Q( `& r/ R% l) k) h# F, Gthe Bank and over any other shares of the Bank ranking junior to the/ u6 M2 \ A. t* Q
preferred shares with respect to the payment of dividends and upon any1 U# q3 v. N0 H% j
distribution of assets in the event of the liquidation, dissolution or1 Z: R" ?8 X! z+ H. s) ]! }' J
winding-up of the Bank.
2 g7 C- C3 V* r, H7 n* JTax on Preferred Share The Bank will elect, in the manner and within the time provided under: k, R8 {' v$ S' K( A
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
0 ]0 m& U2 V1 ?( K P. x4 GSeries 18 and Preferred Shares Series 19 will not be required to pay tax on; W7 g2 ?6 y* B
dividends received on such shares under Part IV.1 of such Act. |
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