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发表于 2008-11-29 16:58
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下面是BMO的:) C+ v( P$ C: w" V- ]0 ]
SUMMARY OF THE OFFERING
# x4 e% e0 V6 Y- R" n5 QThis 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’’.& f4 h1 R) D" w5 L0 m6 G
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
1 s4 S* I% f& p& W) qAmount: $150,000,000 (6,000,000 shares).1 p9 X3 x- v+ l9 f& ?7 Q
Price and Yield: $25.00 per share to yield initially 6.50% per annum.8 b9 y! r3 B$ \' ~4 ^% ^9 @5 {
Principal Characteristics of the Preferred Shares Series 18
- L# ], n7 S( Y8 u! W# j% RDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
, j7 l, k! N9 \- M( B7 N6 ]( H1 tnon-cumulative preferential cash dividends, as and when declared by the* A3 Q4 d* o7 r0 z
Board of Directors, subject to the provisions of the Bank Act, for the initial
8 H8 m! L- j* J3 Speriod commencing on the closing date and ending on and including$ v' H& [( S/ Z8 o) k
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the) ?& O, b0 l5 v0 k0 A/ |3 G q
25th day of February, May, August and November in each year, at a rate
4 R0 t; _/ j* L- N/ ~equal to $0.40625 per share. The initial dividend, if declared, will be payable
5 l4 X* [" i6 _8 hMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing2 ?1 C2 m% v3 I2 j
date of December 11, 2008.$ p/ s m! i# i4 p3 z) g
For each five-year period after the Initial Fixed Rate Period (each, a
0 `1 Y$ c0 U. M7 w‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares( \/ p! z" n& r# Q% t2 `$ O( T% A0 u
Series 18 will be entitled to receive fixed non-cumulative preferential cash
. T" G9 @: T3 S& n- p4 y9 l7 wdividends, as and when declared by the Board of Directors, subject to the
: n* O0 c/ H3 p, s$ N7 f6 }provisions of the Bank Act, payable quarterly on the 25th day of February, i0 X( h( Z/ h5 ]0 c3 X! m9 n
May, August and November in each year, in the amount per share per annum g4 J% V, [0 D# Y- ?' B2 Z2 B. P
determined by multiplying the Annual Fixed Dividend Rate applicable to( M) G/ g; ^ ` Z! m1 b
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
' D7 |9 [( ^- C6 {+ Y( {) t( ERate for the ensuing Subsequent Fixed Rate Period will be determined by the! k, l6 R+ J0 w1 V# Y; `
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
+ K4 Q; ? Y# Hof such Subsequent Fixed Rate Period and will be equal to the sum of the; i+ b& p, K9 T! \7 W- Z& R
Government of Canada Yield on the applicable Fixed Rate Calculation Date7 G" d% |5 p' _- I7 G
plus 3.83%.( f$ {9 s0 T. q5 o: l G
If the Board of Directors does not declare a dividend, or any part thereof, on
3 E! w, D6 O( Dthe Preferred Shares Series 18 on or before the dividend payment date for a
' N0 e( Y$ U/ b; nparticular quarter, then the entitlement of the holders of the Preferred
+ e3 Y( n) g6 Q6 b& g: L- mShares Series 18 to receive such dividend, or to any part thereof, for such
/ t# S1 h; T. ^& ~7 o5 H- Cquarter will be forever extinguished.
- s7 `1 h1 x, N4 [, oRedemption: Subject to the provisions of the Bank Act and to the prior consent of the! ?: d" M0 _2 K5 C
Superintendent and to the provisions described below under ‘‘Details of the
9 J. M3 ]7 ]2 a d- e, A+ k! tOffering — Certain Provisions of the Preferred Shares Series 18 as a
% F+ g X; w# C" S% J' oSeries — Restrictions on Dividends and Retirement of Shares’’, on i* D1 Q& c2 r8 J' N3 t0 X
February 25, 2014 and on February 25 every five years thereafter, on not
2 c: {, c1 r# v. c" z z- ymore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
% |0 J7 a; A4 b) D5 s: Cpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
; b# _+ j' a% a. l3 l8 a5 r2 c6 ewithout the consent of the holder, by the payment of an amount in cash for
1 E6 y8 E1 c" I5 |/ K9 o5 x7 Zeach such share so redeemed of $25.00 together with all declared and unpaid9 }$ H" I( D3 ^" o# F* @
dividends to the date fixed for redemption.9 |, m0 F. Q8 k% y
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
& b c$ @ @6 {! g( h. ^- mShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
5 k$ n$ C" D5 r1 ^the right, at their option, to convert, on February 25, 2014 and on
R$ x, M1 |" d8 z: pS-4# o7 A) q C5 T6 D i
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any) L; s0 t8 M) h, W* D$ t
or all of their Preferred Shares Series 18 into an equal number of Preferred5 h6 Z% W- k/ {; Y, ?. U" a7 J
Shares Series 19 upon giving to the Bank notice thereof not earlier than
! z2 d _+ T( c$ E& i# i30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day! r# Q7 Q2 T' m) ~$ s3 w7 F
preceding, a Series 18 Conversion Date.
; ?7 D- {/ f3 n0 Y/ D6 v! }$ f: h7 C' qAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
# z8 V4 \3 P! l; H/ nProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares2 s$ J. n. ~) N3 V$ |
Series 19, as the case may be, that there would be outstanding on such. w; X1 }0 X8 u5 D/ a% B) W
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
3 x) v5 A0 |5 k* B8 x" A1 h0 Isuch remaining number of Preferred Shares Series 18 will automatically be8 d4 N5 G) X: J) j) ^
converted on such Series 18 Conversion Date into an equal number of; P+ ^6 w1 {0 t: \. z
Preferred Shares Series 19. Additionally, if the Bank determines that, after
4 S- ~3 d3 u' W* \. jconversion, there would be outstanding on such Series 18 Conversion Date
9 |$ x" c, ?) e6 p) J Y. L F, \less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares* k& ^% P" {# p. s
Series 18 will be converted into Preferred Shares Series 19.7 `* ]6 p: f8 \; s0 p
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 J! ?% R3 q1 D2 Q% F% u. D# xSeries 18 will not be entitled as such to receive notice of, attend, or vote at," j3 k D5 S, i+ P- P8 T
any meeting of the shareholders of the Bank unless and until the first time at2 K$ G8 W2 G2 N. b
which the Board of Directors has not declared the whole dividend on the
. l% D9 x0 P6 b% R: O( F" Y! S, @6 XPreferred Shares Series 18 in any quarter. In that event, subject as
$ N: \1 h: c$ X! j5 Ihereinafter provided, the holders of Preferred Shares Series 18 will be7 b a6 p; T/ l8 j7 I
entitled to receive notice of, and to attend, meetings of shareholders at which
5 J* c! h, y" H5 W- `directors of the Bank are to be elected and will be entitled to one vote for
& B9 O4 `! V O) Z0 n* X+ reach Preferred Share Series 18 held. The voting rights of the holders of the$ X$ i1 R9 b# ]3 `! s, v
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of9 g0 W0 ^" |* S0 Q- x. z- o
the first dividend on the Preferred Shares Series 18 to which the holders are
% w9 J$ e$ C" N7 }( Qentitled thereunder subsequent to the time such voting rights first arose until1 X0 m4 O( w: ^) v, p
such time as the Bank may again fail to declare the whole dividend on the7 I) A* C1 D) ^/ g
Preferred Shares Series 18 in respect of any quarter, in which event such
/ g6 q5 X ]5 s" ?# C( s. Mvoting rights will become effective again and so on from time to time.
2 A7 {- t3 ]- K! h0 @- O+ hPrincipal Characteristics of the Preferred Shares Series 190 O' E; o) Y+ p0 }2 j; s% d- Q
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive% o/ }8 M6 {* H; L
floating rate non-cumulative preferential cash dividends, as and when" _+ A6 B9 v, {3 s
declared by the Board of Directors, subject to the provisions of the Bank Act,
1 l, b( x' f( X3 V/ J, r% bpayable quarterly on the 25th day of February, May, August and November' A8 Z% W! Z7 @, u
in each year, in the amount per share determined by multiplying the
8 p) ?! |3 E9 F0 w4 B( Oapplicable Quarterly Floating Dividend Rate by $25.00.9 k& p3 t& Z0 l$ A" @' ~: l4 e5 _
On the 30th day prior to the commencement of the initial quarterly dividend
& m9 {8 e9 S8 t2 }. ]period beginning on February 25, 2014, and on the 30th day prior to the first
- y0 A* ?5 @, G/ Yday of each subsequent quarterly dividend period (the initial quarterly1 u: C; f0 B8 t
dividend period and each subsequent quarterly dividend period is referred to, `3 r, F8 E4 U+ L% I) U/ ^9 M! ^
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
: M% Z8 r1 l i5 I) F0 vQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
0 m7 b- K( ~. \( k( jPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the+ m1 x* i1 p' P
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
; C& t+ s Q J( telapsed in the applicable Quarterly Floating Rate Period divided by 365)8 { e) E) D. ~2 u
determined on the 30th day prior to the first day of the applicable Quarterly6 j f; @ r, h y9 j# k6 P% _
Floating Rate Period.
9 v- D% F4 U# ~5 P# x. |' p" a" t% zS-5
6 j, _/ {0 u' I# M/ K: jIf the Board of Directors does not declare a dividend, or any part thereof, on# J9 k- I) ~7 Q1 L: d1 E
the Preferred Shares Series 19 on or before the dividend payment date for a# {; ^- \4 a3 j }2 f- R8 [
particular quarter, then the entitlement of the holders of the Preferred8 Q0 k: p" a2 _2 R7 v: V
Shares Series 19 to receive such dividend, or to any part thereof, for such/ R9 b* ]6 T& i$ ?9 m8 D
quarter will be forever extinguished.
/ I) H* f4 a) @; H, IRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 o; ~( @5 W1 A7 Y" aSuperintendent and to the provisions described below under the heading
, ]- S, X: Y5 ~8 Z/ j2 p‘‘Details of the Offering — Certain Provisions of the Preferred Shares
. c, Z2 r3 n& r7 I, E- l0 PSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,5 s2 w$ d2 T4 i) K: r( ]1 F' a
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all& F3 X, w1 _7 m- U
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s% v0 o8 x$ O; k. j% B7 e- I' g6 v
option without the consent of the holder, by the payment of an amount in* K* S8 Y6 p9 @ S i% e
cash for each such share so redeemed of (i) $25.00 together with all declared: X4 q7 Y9 r0 N
and unpaid dividends to the date fixed for redemption in the case of& q2 F6 U& v' H* K' C& {! Y# h9 y
redemptions on February 25, 2019 and on February 25 every five years
( G& R! s# r: u r8 b" i! jthereafter, or (ii) $25.50 together with all declared and unpaid dividends to$ _, B& N5 _0 a, P) w+ Z) B
the date fixed for redemption in the case of redemptions on any other date9 o4 I; H7 U8 H1 a7 l* ?
on or after February 25, 2014.4 U, l' E# T* c9 S3 ~2 A* {& r
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic4 O/ B) f6 {/ W; `1 [! \
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
- d! v# r& ~ ethe right, at their option, to convert, on February 25, 2019 and on
! I7 i; [$ s: I! J0 AFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any4 d3 {' H/ }! z/ F4 s6 F7 A" W
or all of their Preferred Shares Series 19 into an equal number of Preferred
( w" z; n, P4 j# a$ U7 r8 Q1 @Shares Series 18 upon giving to the Bank written notice thereof not earlier9 S5 [9 m9 Q7 k; v7 J! |
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the; g( {, K+ M4 X* O C1 B; o1 }
15th day preceding, a Series 19 Conversion Date.
# W/ E0 E6 g5 W2 BAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
; {- [$ e) N9 h `1 o f# ~Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
6 H Q! b# L; n; T: m3 _* [Series 18, as the case may be, that there would be outstanding on such
0 E) o; |7 j* A, Y& mSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,. T! o" j C& [: ^5 z; I3 u2 x, ]
such remaining number of Preferred Shares Series 19 will automatically be
2 |5 @- k8 s Nconverted on such Series 19 Conversion Date into an equal number of; w# I. c. L' U0 v' V' J7 a. b' x/ q
Preferred Shares Series 18. Additionally, if the Bank determines that, after% x# }9 u6 K8 q( P3 m1 d7 e
conversion, there would be outstanding on such Series 19 Conversion Date
' r% P7 R% X* k cless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
2 s @7 \' R _1 i/ NSeries 19 will be converted into Preferred Shares Series 18.
5 [5 h7 w' X! c9 I- J! L8 u$ @/ EVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 k j2 U: G* |6 C4 r, ^& W
Series 19 will not be entitled as such to receive notice of, attend, or vote at,9 I J2 ]7 I! E. w
any meeting of the shareholders of the Bank unless and until the first time at
* b8 H0 D! y9 b' a {- i3 Uwhich the Board of Directors has not declared the whole dividend on the
0 V" x: d1 g) q8 j$ b, q) {Preferred Shares Series 19 in any quarter. In that event, subject as
' q% G( c5 v* x( R9 lhereinafter provided, the holders of Preferred Shares Series 19 will be. V7 f$ A* G4 }1 d
entitled to receive notice of, and to attend, meetings of shareholders at which
: r0 x( \$ ~. p1 x0 T& q* }9 Vdirectors of the Bank are to be elected and will be entitled to one vote for
# x4 G: p: b, M+ D. d4 keach Preferred Share Series 19 held. The voting rights of the holders of the
, {' s1 C. ^+ cPreferred Shares Series 19 will forthwith cease upon payment by the Bank of; i' }/ Z2 _* I, T
the first dividend on the Preferred Shares Series 19 to which the holders are
( h3 M6 S6 {3 B% O- Dentitled thereunder subsequent to the time such voting rights first arose until$ S' Q7 m# u/ e1 A0 d0 }. R
such time as the Bank may again fail to declare the whole dividend on the6 b) |, @3 ^3 S+ A) j% t
Preferred Shares Series 19 in respect of any quarter, in which event such& D6 J% d# K* P8 g
voting rights will become effective again and so on from time to time.
; R% h4 I: j" @1 W; A* MS-6 b9 _5 O, g. f! @, a* s g8 W
Priority: The preferred shares of each series of the Bank will rank on a parity with
* S! @) A: Y8 ?. revery other series and are entitled to preference over the common shares of
+ |4 `- S# }, M4 K& q6 {: `the Bank and over any other shares of the Bank ranking junior to the
: J) j' z/ M0 I& J* q; Fpreferred shares with respect to the payment of dividends and upon any
2 ?. K: F( _2 H P0 d3 J7 b }; m" }distribution of assets in the event of the liquidation, dissolution or! [, |" s1 U3 _2 `9 |9 @4 S
winding-up of the Bank.
! B4 M# B& k' l; W& r9 ITax on Preferred Share The Bank will elect, in the manner and within the time provided under7 ~" o6 H N5 c0 [
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
! T) C2 y' v/ Y7 f7 KSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
* A5 c C! p# y3 S+ Cdividends received on such shares under Part IV.1 of such Act. |
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