 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:
+ w4 g5 p* S: \2 w$ b- s/ ZSUMMARY OF THE OFFERING- I* V1 G9 b8 c) f. n3 t
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’’.
: Y! p: J; d4 K; U" I$ i8 BIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
. b9 @/ u# r4 c- GAmount: $150,000,000 (6,000,000 shares).6 |+ P+ |2 C$ m3 o
Price and Yield: $25.00 per share to yield initially 6.50% per annum.+ m% ~3 g; c0 e3 P0 g+ `, m
Principal Characteristics of the Preferred Shares Series 18
8 j" M$ r& M4 d. Y) n5 a# wDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed- k: M+ q6 V1 W- e% p; W
non-cumulative preferential cash dividends, as and when declared by the
" L8 P# w7 Y9 `' NBoard of Directors, subject to the provisions of the Bank Act, for the initial) z/ |4 j) j2 H5 N! U: r6 S
period commencing on the closing date and ending on and including; K2 Z. D9 x$ Z! S- g$ F
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the( H; I# H- B+ k# g8 u6 b
25th day of February, May, August and November in each year, at a rate
0 h$ N, S* h6 O' Fequal to $0.40625 per share. The initial dividend, if declared, will be payable
/ _% |9 l- s1 B* w" TMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing0 h- Q6 E5 J* C
date of December 11, 2008.
0 x" R4 q0 S, d: C8 B) dFor each five-year period after the Initial Fixed Rate Period (each, a+ k9 Y8 |7 t' S' A8 N& `
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
9 s9 D9 U6 Q. M" |! T1 n1 Z0 jSeries 18 will be entitled to receive fixed non-cumulative preferential cash
~0 C U2 h( c* Wdividends, as and when declared by the Board of Directors, subject to the
" @6 t& y7 \. @) \provisions of the Bank Act, payable quarterly on the 25th day of February,+ g3 q, Q6 a( b0 B4 `. \3 M
May, August and November in each year, in the amount per share per annum
6 a! W9 F; @. g, b/ Zdetermined by multiplying the Annual Fixed Dividend Rate applicable to
4 K4 p0 d& E( N& }! ^9 D2 psuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
5 F* Q h4 R: zRate for the ensuing Subsequent Fixed Rate Period will be determined by the/ `& |+ v! f+ S
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day3 b, y* W. c) R8 h
of such Subsequent Fixed Rate Period and will be equal to the sum of the3 g+ F* _# a* V3 C, y! Q9 B9 \/ E
Government of Canada Yield on the applicable Fixed Rate Calculation Date; c+ O1 A* j' d$ c1 Y; Z
plus 3.83%.( O- b* _5 B' c
If the Board of Directors does not declare a dividend, or any part thereof, on4 F- e! A( `" E% |
the Preferred Shares Series 18 on or before the dividend payment date for a) {0 {+ K+ c/ p+ @6 L3 I* R
particular quarter, then the entitlement of the holders of the Preferred
4 [1 b& G& N* L" L6 A1 W; ~Shares Series 18 to receive such dividend, or to any part thereof, for such
: t- S# \5 _ a( Kquarter will be forever extinguished.
* w' a- E6 X) j! Q }( z+ JRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
3 T. Z* ]* ~6 U5 O- ?$ ^Superintendent and to the provisions described below under ‘‘Details of the4 Q, w$ r. ~- N$ E% o: S
Offering — Certain Provisions of the Preferred Shares Series 18 as a
6 ~2 b! f" ^! u" |* Y. jSeries — Restrictions on Dividends and Retirement of Shares’’, on; W% I1 v$ H8 T2 i- g4 \( n! S
February 25, 2014 and on February 25 every five years thereafter, on not+ e. C7 {4 V: U
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
. a9 `3 d; Q0 Upart of the then outstanding Preferred Shares Series 18, at the Bank’s option4 d* u) B4 G6 Y% `6 i
without the consent of the holder, by the payment of an amount in cash for3 }! f5 S) g! s5 ^: {8 A* |* x
each such share so redeemed of $25.00 together with all declared and unpaid3 t& k8 f9 E8 r+ @
dividends to the date fixed for redemption.) f; R- q; F' q7 U
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic2 A0 E1 m# ~! R
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
0 k* L& [$ t5 c& `the right, at their option, to convert, on February 25, 2014 and on
0 R Z, `+ l7 L# j$ IS-4( h3 n5 U; x! ]2 e
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any% o7 L+ R6 ~( l' n$ i
or all of their Preferred Shares Series 18 into an equal number of Preferred0 n7 I6 J# _5 f3 [0 P9 i
Shares Series 19 upon giving to the Bank notice thereof not earlier than
, G: E9 |5 q) }' R30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day4 F9 e! _1 {* d7 q% @
preceding, a Series 18 Conversion Date.% G' j* W) ?' P6 B; \
Automatic Conversion If the Bank determines, after having taken into account all shares tendered6 @' B5 }. G- s" Z9 Y6 i% \+ X
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
1 Q ]& m5 Z' D/ W8 |5 ]- SSeries 19, as the case may be, that there would be outstanding on such% v; M( s, O. O+ p
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
0 |& n" O3 T: W3 k" c, `+ g* fsuch remaining number of Preferred Shares Series 18 will automatically be
, _ I1 H# P+ X1 e" _1 nconverted on such Series 18 Conversion Date into an equal number of$ W: Y" k# l/ t! E' @! Q
Preferred Shares Series 19. Additionally, if the Bank determines that, after
3 J: L- y' t' C6 i( S4 yconversion, there would be outstanding on such Series 18 Conversion Date8 F: F$ h5 {$ S+ u$ E7 i
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
4 }. W3 a. W4 t! i4 A7 CSeries 18 will be converted into Preferred Shares Series 19.
# L/ P% i" `: m' LVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
/ t, n1 y; e8 W% q: ^Series 18 will not be entitled as such to receive notice of, attend, or vote at,; M2 v% Y4 s e, z
any meeting of the shareholders of the Bank unless and until the first time at
- g; [8 @6 x& @+ `which the Board of Directors has not declared the whole dividend on the9 G& l5 Z4 V! P( w4 d
Preferred Shares Series 18 in any quarter. In that event, subject as
3 A/ M% T1 r: N1 _) B3 S- Zhereinafter provided, the holders of Preferred Shares Series 18 will be0 ?& J8 g6 i& `
entitled to receive notice of, and to attend, meetings of shareholders at which/ o/ m4 a% W; E
directors of the Bank are to be elected and will be entitled to one vote for
7 h* I* \+ U8 k* ^each Preferred Share Series 18 held. The voting rights of the holders of the3 i* B9 P% n3 R7 c% V
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
3 j0 t9 T$ o( cthe first dividend on the Preferred Shares Series 18 to which the holders are5 T6 X9 G8 e1 y9 q" G
entitled thereunder subsequent to the time such voting rights first arose until
8 V4 E8 v/ i; `( z: zsuch time as the Bank may again fail to declare the whole dividend on the
. [: R+ y/ f, _' bPreferred Shares Series 18 in respect of any quarter, in which event such6 n! ~+ |0 x( M) D% e! B7 h6 i l
voting rights will become effective again and so on from time to time.4 [- Z5 v; J% o4 I" z- L
Principal Characteristics of the Preferred Shares Series 19
' T! _+ T9 L7 Y9 s: x( EDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
; v5 y/ y9 q! [floating rate non-cumulative preferential cash dividends, as and when
7 F$ `( y# h' Q0 o, S$ Pdeclared by the Board of Directors, subject to the provisions of the Bank Act,
2 x6 p2 B1 ~$ p: {! }payable quarterly on the 25th day of February, May, August and November* _( F% H0 k* N" Y6 _8 z+ A9 L
in each year, in the amount per share determined by multiplying the
+ ]% |7 c! K1 fapplicable Quarterly Floating Dividend Rate by $25.00.
+ d6 ] w ?* A* ]. r2 l1 ?On the 30th day prior to the commencement of the initial quarterly dividend3 G2 f3 ^! I3 P1 s) m" Y
period beginning on February 25, 2014, and on the 30th day prior to the first
: s7 P+ N. y' v% h& {2 hday of each subsequent quarterly dividend period (the initial quarterly6 a4 J; |# }/ v
dividend period and each subsequent quarterly dividend period is referred to: w0 R- {- q, P& W; H1 D
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
' e; o3 ?/ K3 d! R( D5 m% |" RQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
: T0 Y/ v; e" F, }, u# v% _- s5 M7 yPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the V1 W6 v9 k$ k/ t0 v$ e" e
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days V* _) K" [# O# T! y% \+ |+ E' D7 e
elapsed in the applicable Quarterly Floating Rate Period divided by 365)2 a0 b( b+ y' A J1 |8 g, s
determined on the 30th day prior to the first day of the applicable Quarterly0 c/ W, N! R8 L
Floating Rate Period.
( Z* q- u) h+ A m/ q0 L) F) m+ nS-51 n$ m" S8 z. `, m, s0 N
If the Board of Directors does not declare a dividend, or any part thereof, on
% X1 H. v: G. O: L( S# C( u" H7 Athe Preferred Shares Series 19 on or before the dividend payment date for a1 q% b; Y" E" Y( t: p* c/ J
particular quarter, then the entitlement of the holders of the Preferred+ O1 A1 q3 K% W) A6 n& O
Shares Series 19 to receive such dividend, or to any part thereof, for such
, K3 ~0 P9 o7 U/ T, rquarter will be forever extinguished.1 w: O& l; `) M, Z! n& ]
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the$ W% w% m& m9 P# A! _0 U: E
Superintendent and to the provisions described below under the heading) l' n; v! y8 ?7 T5 s+ j4 O
‘‘Details of the Offering — Certain Provisions of the Preferred Shares v4 F$ ^' R' V, f
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,$ B. ]( W, e7 s9 z+ V$ r- _" ~
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
" k# ~8 ~2 T, d1 g' D: J6 X2 p/ yor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
+ v; y: d, i) n5 h$ eoption without the consent of the holder, by the payment of an amount in$ W* w5 m+ ^8 [8 b
cash for each such share so redeemed of (i) $25.00 together with all declared
, {! H% J9 x; y' S- X5 w; v( ] Uand unpaid dividends to the date fixed for redemption in the case of) S& Y$ D2 D% N) Z" S, D. R
redemptions on February 25, 2019 and on February 25 every five years: c5 T% S X. \# h
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to* L# I; |2 F; c% T5 ^
the date fixed for redemption in the case of redemptions on any other date0 K8 t7 I3 h1 p A% ~: T3 e0 E: t6 K
on or after February 25, 2014.% D/ K+ I8 k7 f+ d
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic3 }; ? z' K( d& H, U& j+ G0 J G+ G
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have0 J! D/ R6 _ X7 ~0 K4 _; L
the right, at their option, to convert, on February 25, 2019 and on
6 {5 \( j- ~, _9 U9 mFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any8 t( X- P1 `% J o
or all of their Preferred Shares Series 19 into an equal number of Preferred
1 P) x' `( l" t* F' K/ mShares Series 18 upon giving to the Bank written notice thereof not earlier/ G. d+ N. K" S! Y
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the5 J( r$ F' U* a) `4 W7 C+ x
15th day preceding, a Series 19 Conversion Date.+ d) u* y( E9 i/ I, _
Automatic Conversion If the Bank determines, after having taken into account all shares tendered. k( e* _1 p) Q7 i8 [
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares' `- Z( M( _5 S- }( x
Series 18, as the case may be, that there would be outstanding on such
- g4 u2 L4 Q" ]$ s8 I2 iSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
* Z+ [& t! O( p/ ~such remaining number of Preferred Shares Series 19 will automatically be
4 k6 T" n+ t5 U% Nconverted on such Series 19 Conversion Date into an equal number of
; \4 n; {& n2 k* a& @Preferred Shares Series 18. Additionally, if the Bank determines that, after' N' I) W2 V5 F) e
conversion, there would be outstanding on such Series 19 Conversion Date
$ L) H' f( \( N/ Yless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
8 B- x9 i. N, W, ?Series 19 will be converted into Preferred Shares Series 18.( {, _1 V: `- k2 T" z" z( m8 Q
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
, w& V r B# l, NSeries 19 will not be entitled as such to receive notice of, attend, or vote at,% ]7 @) Z' t" X2 U7 C
any meeting of the shareholders of the Bank unless and until the first time at. s/ j! y6 Y: |4 [
which the Board of Directors has not declared the whole dividend on the0 Q) B/ f8 N, _# w9 {
Preferred Shares Series 19 in any quarter. In that event, subject as4 O& l* j2 ?9 P i, P' {
hereinafter provided, the holders of Preferred Shares Series 19 will be
( N+ \' \/ Q0 A0 wentitled to receive notice of, and to attend, meetings of shareholders at which
2 b! @: ]. y" [$ P5 Q4 v) U4 fdirectors of the Bank are to be elected and will be entitled to one vote for5 {5 l/ q: ~4 w+ K$ H
each Preferred Share Series 19 held. The voting rights of the holders of the
' e/ _7 Q4 b$ E# X/ W! z, p+ JPreferred Shares Series 19 will forthwith cease upon payment by the Bank of. [9 s) i- r4 \
the first dividend on the Preferred Shares Series 19 to which the holders are
D `9 q- I: y4 `% g6 y$ O0 Wentitled thereunder subsequent to the time such voting rights first arose until7 Q4 b8 a! P, m% q% s, `
such time as the Bank may again fail to declare the whole dividend on the
# B1 q" J$ p" H" M( TPreferred Shares Series 19 in respect of any quarter, in which event such
5 T1 @8 K0 T T* P4 zvoting rights will become effective again and so on from time to time.
8 {7 E. B" ~2 C, YS-6
+ F& [0 y6 j* W% i* w% x2 @7 yPriority: The preferred shares of each series of the Bank will rank on a parity with. K% |# x9 {9 ]/ q% R" G
every other series and are entitled to preference over the common shares of
& }( U; {( v; f* y/ E- Xthe Bank and over any other shares of the Bank ranking junior to the3 |+ p+ e5 F5 |$ c7 U& \: H: {! B
preferred shares with respect to the payment of dividends and upon any
* ?+ M) W! h3 T& M4 w' I! |distribution of assets in the event of the liquidation, dissolution or, Q1 m1 c: r8 h1 N% W! B# F
winding-up of the Bank.- P! V4 U& z# j' b7 A( d1 l# X. ]
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
5 e- ]. k% ~. ^3 G# d9 UDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares& _+ c# o7 {" [# i% O
Series 18 and Preferred Shares Series 19 will not be required to pay tax on: J" A+ z# V# `! U$ h$ X
dividends received on such shares under Part IV.1 of such Act. |
|