 鲜花( 26)  鸡蛋( 0)
|

楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的:6 d6 R7 ]$ j8 i# m7 I, x+ V( W
SUMMARY OF THE OFFERING
- F3 R. L* V9 ?' q; @5 _/ MThis 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’’.
$ g" L4 \* Q' v& I, j' F; D+ LIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
2 o( ^/ ^' c8 W4 E" }4 \ G6 XAmount: $150,000,000 (6,000,000 shares).2 J+ i! `$ l W% k* n+ y7 F6 v8 _
Price and Yield: $25.00 per share to yield initially 6.50% per annum.7 _* S) o! {' W; K" x
Principal Characteristics of the Preferred Shares Series 18
- K& H( D( ^0 M/ J. UDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
% r9 J5 j. S6 w; B# ]non-cumulative preferential cash dividends, as and when declared by the
6 p* l% w+ k: M2 MBoard of Directors, subject to the provisions of the Bank Act, for the initial
1 I5 a' {* n# Bperiod commencing on the closing date and ending on and including8 j( P1 L- L' k3 h, N8 a" v
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the. ~; t4 K i8 h. N3 O* O3 y2 i, ^
25th day of February, May, August and November in each year, at a rate& M, d2 `6 N8 X4 o
equal to $0.40625 per share. The initial dividend, if declared, will be payable
3 B0 U$ _; j2 L5 oMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
5 J3 p: F( `/ }0 d$ Ndate of December 11, 2008.
' \0 |2 Z, w; P/ ~ m: J4 e6 d0 P6 dFor each five-year period after the Initial Fixed Rate Period (each, a
! g) p1 Y G( J4 i7 K9 q) p8 h# R‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
; ]0 z. j6 q2 x- K4 aSeries 18 will be entitled to receive fixed non-cumulative preferential cash0 K. z2 U; d N& q) S' U
dividends, as and when declared by the Board of Directors, subject to the; r/ x8 B0 j$ H* Q! f5 G
provisions of the Bank Act, payable quarterly on the 25th day of February,
5 y! {9 ]6 Q6 g! T% D: n9 TMay, August and November in each year, in the amount per share per annum! m/ ^0 V: W6 k& B& ~& Z9 z1 t
determined by multiplying the Annual Fixed Dividend Rate applicable to/ ?" P/ C# H) _
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend0 k4 v" X1 ]7 W$ w' v# i2 f
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
! b t. B# L! P) `" L) Q* o) oBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day* P# I7 V4 g$ x2 m0 E
of such Subsequent Fixed Rate Period and will be equal to the sum of the! d7 z3 `8 i. N( m
Government of Canada Yield on the applicable Fixed Rate Calculation Date3 M5 e' l2 V8 w+ a" a
plus 3.83%.
' Z3 [6 j) }8 y: KIf the Board of Directors does not declare a dividend, or any part thereof, on- ~& K1 y ]6 W- w- j' r7 C
the Preferred Shares Series 18 on or before the dividend payment date for a4 m& Y( q1 N' N; f2 M! Y. s
particular quarter, then the entitlement of the holders of the Preferred. Y5 o/ y; \6 b% N7 T: _
Shares Series 18 to receive such dividend, or to any part thereof, for such
- @& m8 G% R- C: ?" [6 C. l, Vquarter will be forever extinguished.9 S9 T: Y$ P! U1 j6 a2 i ^5 Y
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the7 Y, t+ J4 b# ?. X7 q& ]; n7 z& L
Superintendent and to the provisions described below under ‘‘Details of the* P2 T, X9 _8 |3 W/ e
Offering — Certain Provisions of the Preferred Shares Series 18 as a, C; N# z8 Q: \# e$ C, |8 @# _# e
Series — Restrictions on Dividends and Retirement of Shares’’, on- ?. I* G' j" R" c1 {' [/ d( ~# b
February 25, 2014 and on February 25 every five years thereafter, on not
! Q) c: q8 [+ p+ c, r# c6 ^, b' zmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
7 s! q2 D' r8 N" w3 L6 `part of the then outstanding Preferred Shares Series 18, at the Bank’s option
' K$ G, _& d/ }5 D$ x1 y: [0 l4 Twithout the consent of the holder, by the payment of an amount in cash for
+ B; `: A7 T) @! ]9 deach such share so redeemed of $25.00 together with all declared and unpaid
0 n8 p6 G6 b% Y& }# kdividends to the date fixed for redemption.
9 u8 `* t% L( [" w6 b, uConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic) v+ ?1 ]; y V# P6 E
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have! n9 E X8 c% v3 V
the right, at their option, to convert, on February 25, 2014 and on
% j4 V& Y" q5 _S-4# \& Z9 h1 }+ W
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any6 ^$ ` \) V2 t
or all of their Preferred Shares Series 18 into an equal number of Preferred
& O N+ U8 X U3 Z# sShares Series 19 upon giving to the Bank notice thereof not earlier than( _9 x# N& P% B
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day5 g8 {0 x' z t5 _1 t+ I; L$ A9 p
preceding, a Series 18 Conversion Date.
5 M( v- z" Z7 r9 y; c. \0 l3 @8 e5 JAutomatic Conversion If the Bank determines, after having taken into account all shares tendered6 E/ G# C* i6 S0 I! k
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares- d+ N& |8 {8 W( F$ B6 z3 D5 C
Series 19, as the case may be, that there would be outstanding on such
& {, Q+ g! d8 a. n- ASeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,( d1 |3 _# F( R. O4 C/ ]
such remaining number of Preferred Shares Series 18 will automatically be# [/ A9 Z2 t0 t" I. o
converted on such Series 18 Conversion Date into an equal number of% d) `8 q0 [2 G; M
Preferred Shares Series 19. Additionally, if the Bank determines that, after
v( K0 _& D, S9 m& ~conversion, there would be outstanding on such Series 18 Conversion Date/ x, h) f# Y' G; m N! e2 S
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
0 d+ k/ x! r8 x5 _Series 18 will be converted into Preferred Shares Series 19.
' k' @; e. i% m4 \( uVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 n6 v6 N1 V5 j$ z; e% E5 n3 KSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
/ M+ B% F$ X2 @any meeting of the shareholders of the Bank unless and until the first time at, E) I0 z: p/ u" q8 u6 s$ |1 @
which the Board of Directors has not declared the whole dividend on the
- |4 e% G/ k v( c2 XPreferred Shares Series 18 in any quarter. In that event, subject as, p. u5 _; T" _4 }8 u1 M3 y3 N/ ~
hereinafter provided, the holders of Preferred Shares Series 18 will be( a3 c# H! C4 `: P
entitled to receive notice of, and to attend, meetings of shareholders at which
3 s4 @' u1 ^8 v+ y+ p8 Odirectors of the Bank are to be elected and will be entitled to one vote for4 O! a6 l3 a8 \7 O* R7 {
each Preferred Share Series 18 held. The voting rights of the holders of the f: [7 S2 b! N# r X9 ?# h
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of: b7 F6 O0 d; s" X
the first dividend on the Preferred Shares Series 18 to which the holders are
/ V2 l; p! R T2 aentitled thereunder subsequent to the time such voting rights first arose until
) r4 c/ E* ]" k6 H$ {such time as the Bank may again fail to declare the whole dividend on the7 `4 o) g2 R# M3 @! b7 s& i
Preferred Shares Series 18 in respect of any quarter, in which event such
# J; {/ g: D% s5 s# T+ cvoting rights will become effective again and so on from time to time.
( E; h/ }/ D9 J" F, X( yPrincipal Characteristics of the Preferred Shares Series 19
! ?* a* S. B+ w& I' y* rDividends: The holders of the Preferred Shares Series 19 will be entitled to receive! y2 Q! W7 [8 P1 b2 |, v X
floating rate non-cumulative preferential cash dividends, as and when
, T( E+ z- j1 M+ x/ f+ w6 `declared by the Board of Directors, subject to the provisions of the Bank Act,
R. h; a/ Z8 X+ c. @payable quarterly on the 25th day of February, May, August and November
- M& H! ]6 B* R0 ?# X: xin each year, in the amount per share determined by multiplying the6 M% O7 ^# Q1 J. \3 e* }
applicable Quarterly Floating Dividend Rate by $25.00., n- S8 G( Z7 l( G
On the 30th day prior to the commencement of the initial quarterly dividend
1 ~( l7 R8 J7 q1 X8 t) _) Nperiod beginning on February 25, 2014, and on the 30th day prior to the first5 d |7 {( M5 w& ?# x* }( g# |' s
day of each subsequent quarterly dividend period (the initial quarterly. y4 B% ^! ?# C' G/ s# E$ f1 r: G
dividend period and each subsequent quarterly dividend period is referred to# x+ H* k( d0 a, u
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
! v: S7 o$ X# c2 C* dQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate+ \& y& c# \. \# x% M2 N
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the; R% q- {! T$ v8 H: T" f
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
) _( y1 m. i# qelapsed in the applicable Quarterly Floating Rate Period divided by 365)
# _2 @! V2 U( T, Udetermined on the 30th day prior to the first day of the applicable Quarterly
4 K/ | V% H2 Z4 x+ kFloating Rate Period.
, w: ^1 V3 m3 Q/ M: J+ v, F4 aS-5# a- \8 W! x T5 a5 |
If the Board of Directors does not declare a dividend, or any part thereof, on( K: r x7 P$ X/ U; c+ u @
the Preferred Shares Series 19 on or before the dividend payment date for a
3 G# E! D' y- ^- B9 Z+ |particular quarter, then the entitlement of the holders of the Preferred
+ W9 h! c& c, |Shares Series 19 to receive such dividend, or to any part thereof, for such$ l" @- l/ ]# H+ f1 [- J
quarter will be forever extinguished.
# M( l( ?/ X7 x; H0 d* ]Redemption: Subject to the provisions of the Bank Act and to the prior consent of the% z: q8 P3 L; x8 C% {9 n. I8 U
Superintendent and to the provisions described below under the heading
0 g* |, z; l0 ]‘‘Details of the Offering — Certain Provisions of the Preferred Shares
9 P3 o5 x, A& i! ASeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
, b. T9 ~: N* z* Z8 D. n( N- ]on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
8 A4 G% S% F6 O- I0 t2 x5 o* Cor any part of the then outstanding Preferred Shares Series 19, at the Bank’s& W; Q- I) w" Z
option without the consent of the holder, by the payment of an amount in1 O+ V4 l# ~& j3 d! @( b1 `
cash for each such share so redeemed of (i) $25.00 together with all declared$ {# J& x7 k p( r
and unpaid dividends to the date fixed for redemption in the case of
( O5 M% U) j3 D8 M- nredemptions on February 25, 2019 and on February 25 every five years
( ?! n9 P6 w3 x+ @ Mthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
9 X8 D# F, k( z2 F8 T" V0 q' Gthe date fixed for redemption in the case of redemptions on any other date
+ s* E' e, T. A7 uon or after February 25, 2014.
3 a7 q* n$ u; }1 lConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
' [4 E- P( E6 S% ]2 dShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have9 P2 U( Q& m. L6 h, Z
the right, at their option, to convert, on February 25, 2019 and on
# s @9 T2 i9 A9 r* mFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any* g o# [4 {9 |0 j) \
or all of their Preferred Shares Series 19 into an equal number of Preferred. G: o. x( A$ H# }, {" [7 V
Shares Series 18 upon giving to the Bank written notice thereof not earlier
, G9 i& i2 x, l6 }9 ?than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
# |3 ]8 _$ B1 w* L" n" D/ W15th day preceding, a Series 19 Conversion Date.; C6 _6 ` b; l% ^5 y2 N
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
; h. g" n. Q( i* Z' T" qProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares* E! `8 }! S& ^( O
Series 18, as the case may be, that there would be outstanding on such3 F$ ~8 ?2 ?7 {- i* J& m
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
. v0 t9 f% `3 U# O" ?! msuch remaining number of Preferred Shares Series 19 will automatically be& P) ?1 j' I" a3 H$ c
converted on such Series 19 Conversion Date into an equal number of* Y& [( }2 a6 t3 A4 \
Preferred Shares Series 18. Additionally, if the Bank determines that, after" ~ |* w1 l) M& i0 j8 Y% t! [
conversion, there would be outstanding on such Series 19 Conversion Date0 o+ @7 K: @( X4 ]) O( e
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares5 I9 e6 w; x$ s0 X. [; r3 E
Series 19 will be converted into Preferred Shares Series 18.+ l1 x+ N" i+ t& U9 C+ [' x! b3 |: N
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
) f( y" F& _6 }" pSeries 19 will not be entitled as such to receive notice of, attend, or vote at,4 ? a" {' t ^5 z
any meeting of the shareholders of the Bank unless and until the first time at
1 J- a# d% u) k$ H) cwhich the Board of Directors has not declared the whole dividend on the
: H0 C/ A2 w+ j7 J9 | ^7 U4 uPreferred Shares Series 19 in any quarter. In that event, subject as( Y9 i4 i! ^" Q: x5 D! D
hereinafter provided, the holders of Preferred Shares Series 19 will be/ ^0 `7 U. m4 W* m9 v2 C: |: L
entitled to receive notice of, and to attend, meetings of shareholders at which
. h/ W' q# S0 x8 a" Rdirectors of the Bank are to be elected and will be entitled to one vote for' Q" Y* g' F3 @7 V0 t
each Preferred Share Series 19 held. The voting rights of the holders of the! h) h0 R2 T3 b# l
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of0 C2 D! D4 I9 f+ S% ^" J
the first dividend on the Preferred Shares Series 19 to which the holders are; C1 D j/ O8 z% l
entitled thereunder subsequent to the time such voting rights first arose until
8 t& t+ V4 u+ D$ Q( C" I6 wsuch time as the Bank may again fail to declare the whole dividend on the4 \7 y! r) A* z- @- l5 Y& E
Preferred Shares Series 19 in respect of any quarter, in which event such% O" B! f& |2 G3 r1 I( j4 m
voting rights will become effective again and so on from time to time.8 y. s& u* U; ^
S-6
\- c- a+ v9 ?+ z8 d3 VPriority: The preferred shares of each series of the Bank will rank on a parity with- Q2 A8 c) m3 z& u
every other series and are entitled to preference over the common shares of
0 I) r7 G9 \$ j' Nthe Bank and over any other shares of the Bank ranking junior to the7 Z# a$ _/ Q7 O8 ?' g
preferred shares with respect to the payment of dividends and upon any7 V) X4 D. ?$ o
distribution of assets in the event of the liquidation, dissolution or* i! h+ \6 `+ c9 m
winding-up of the Bank.
8 J9 g" @ M% p+ S. _Tax on Preferred Share The Bank will elect, in the manner and within the time provided under, y8 ~0 R* T4 C* h5 e: I5 I3 l w
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
2 h9 {1 i' E$ ySeries 18 and Preferred Shares Series 19 will not be required to pay tax on L3 `* D* r7 }1 u# H
dividends received on such shares under Part IV.1 of such Act. |
|