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发表于 2008-11-29 16:58
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下面是BMO的:
7 Y! f- P8 Z# |0 ]SUMMARY OF THE OFFERING
- b: `6 ~ P% D7 [0 S& ^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’’.: I+ A8 m9 _6 v3 q7 m
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
) ^- H! Y" z( t7 Q. [5 AAmount: $150,000,000 (6,000,000 shares).
* L7 X* U( o5 o: hPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
7 J* g6 a$ J" X5 S1 n3 UPrincipal Characteristics of the Preferred Shares Series 18
6 [3 s5 p7 g. ]' d% V9 J( RDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
- X9 }* S! s8 ]2 V' pnon-cumulative preferential cash dividends, as and when declared by the
% T3 i! e3 [/ Y D0 GBoard of Directors, subject to the provisions of the Bank Act, for the initial
. k1 N$ Y9 [1 l: R" kperiod commencing on the closing date and ending on and including
( N! _0 I) a% Q. u" FFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
! | {- f, U7 J* f3 W- l. j1 z' q25th day of February, May, August and November in each year, at a rate
. a; D8 Q h9 U) T% M( Tequal to $0.40625 per share. The initial dividend, if declared, will be payable' X8 S' E6 C4 T7 S
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
4 s$ j7 L2 k% H% z7 pdate of December 11, 2008.
6 f m3 j0 ^3 S, |2 k; {9 Z# YFor each five-year period after the Initial Fixed Rate Period (each, a) Z! P% F2 k( o0 n3 G
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
! H/ ?. |# z9 D" D9 j! T" x0 iSeries 18 will be entitled to receive fixed non-cumulative preferential cash9 ~8 K' m8 f+ I: l: Q5 S
dividends, as and when declared by the Board of Directors, subject to the5 j6 H Z5 d! Z! T+ ]
provisions of the Bank Act, payable quarterly on the 25th day of February,
6 ?$ @8 P$ O' WMay, August and November in each year, in the amount per share per annum
0 W8 C O! n' J2 Idetermined by multiplying the Annual Fixed Dividend Rate applicable to0 B" `7 h& J( i
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend2 ~8 t; Z t2 U8 z+ Q. t+ C, }
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the+ P, z5 P6 R3 O8 P% [) ]7 m
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
6 H" y: E# {+ l$ s+ {# y" {of such Subsequent Fixed Rate Period and will be equal to the sum of the
- S1 E/ B# u% [! E* w PGovernment of Canada Yield on the applicable Fixed Rate Calculation Date- p- A4 V H" e2 K
plus 3.83%.
/ D/ [& d$ f2 `+ L' q# {$ D/ RIf the Board of Directors does not declare a dividend, or any part thereof, on
4 \5 { q/ `; ], X- ]; q# Zthe Preferred Shares Series 18 on or before the dividend payment date for a0 S& G9 {; w% i" _- g- J& w6 x
particular quarter, then the entitlement of the holders of the Preferred
. C5 I% M# C( c# n& \* tShares Series 18 to receive such dividend, or to any part thereof, for such
/ w) R% G8 x. a7 W5 h6 Rquarter will be forever extinguished., G/ F, X, f7 _0 X/ i5 D0 a. x
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the0 U, O: C. Y$ @. y6 S' q
Superintendent and to the provisions described below under ‘‘Details of the( |8 p3 M6 W( X- N* L
Offering — Certain Provisions of the Preferred Shares Series 18 as a4 s+ m! j9 L+ q) Q7 k% P& _
Series — Restrictions on Dividends and Retirement of Shares’’, on
- @8 ]' `# q" ?) {% oFebruary 25, 2014 and on February 25 every five years thereafter, on not
9 m# ~6 A) x% g i8 T, }" O9 S. amore than 60 nor less than 30 days’ notice, the Bank may redeem all or any% J: P' C" ]- C' `
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
1 Q8 t8 d+ C, a' m Awithout the consent of the holder, by the payment of an amount in cash for S: l( j$ f) ?( y
each such share so redeemed of $25.00 together with all declared and unpaid
' p0 g0 I; J) a3 Y6 xdividends to the date fixed for redemption." c# k- z7 w) p( X( @. ^
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic- {3 h, h6 L! d& e6 g- ]& B
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
# r5 {4 |( u2 e4 n2 W, Uthe right, at their option, to convert, on February 25, 2014 and on1 ^8 k3 f B0 T( R* Y, L
S-4! p# G. I( l+ P4 X4 S
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
# }2 o9 o4 y# E" X" @0 w4 G, e0 for all of their Preferred Shares Series 18 into an equal number of Preferred7 I0 l1 w1 y; G! r2 m4 t8 y$ N
Shares Series 19 upon giving to the Bank notice thereof not earlier than
, |: N" q# ^9 W! p* ~30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day- h/ e8 F# w! Y3 @) @
preceding, a Series 18 Conversion Date.
0 L9 ]& m( }7 L. R, \Automatic Conversion If the Bank determines, after having taken into account all shares tendered% M; K- v8 l+ I
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
) n& f& D: o! \- tSeries 19, as the case may be, that there would be outstanding on such' M' \) z c( O: P3 e
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
t/ O" M x- E. b$ Ysuch remaining number of Preferred Shares Series 18 will automatically be) K( n) r7 a, w2 v
converted on such Series 18 Conversion Date into an equal number of
: g5 |3 p8 h, R, wPreferred Shares Series 19. Additionally, if the Bank determines that, after
5 R% |: Q' N. O' Z& _2 x6 nconversion, there would be outstanding on such Series 18 Conversion Date5 M) t" k+ |! Q6 b, Q. K0 Q
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares& \; ~7 `# I! a: a$ J) I6 q
Series 18 will be converted into Preferred Shares Series 19.
T& {* X: l: bVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
' r( C+ I: B# o. H3 ASeries 18 will not be entitled as such to receive notice of, attend, or vote at,+ M2 ]5 H* k `# d
any meeting of the shareholders of the Bank unless and until the first time at8 N1 ^5 G, |" l( H
which the Board of Directors has not declared the whole dividend on the5 A5 C" a/ n, K6 [/ h
Preferred Shares Series 18 in any quarter. In that event, subject as
; \- y* B' J1 w& l3 Mhereinafter provided, the holders of Preferred Shares Series 18 will be: r6 p' l0 {+ W) ]- h+ q$ N
entitled to receive notice of, and to attend, meetings of shareholders at which: o% k6 E4 b. a
directors of the Bank are to be elected and will be entitled to one vote for
) \: U( J# b6 d* L; O" u0 Yeach Preferred Share Series 18 held. The voting rights of the holders of the/ r$ J- M& s) f3 e/ D8 \
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of. x8 B2 D& a7 k: K
the first dividend on the Preferred Shares Series 18 to which the holders are5 p. H( k, S/ L. |) c7 w4 h
entitled thereunder subsequent to the time such voting rights first arose until. J0 ]" I/ x; F1 r0 J/ b
such time as the Bank may again fail to declare the whole dividend on the" H x& u) H7 m) N: T3 k
Preferred Shares Series 18 in respect of any quarter, in which event such2 t. B2 q! o% t. l
voting rights will become effective again and so on from time to time.
% n: T! p. |& A( x- L: sPrincipal Characteristics of the Preferred Shares Series 19' P( Q# a6 e/ i- t/ A) X
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
- Y& C, y7 \7 y& j$ \" Ifloating rate non-cumulative preferential cash dividends, as and when1 }6 C* T) \: A7 r2 }- Y9 M
declared by the Board of Directors, subject to the provisions of the Bank Act,2 c* _8 R+ c# z& O$ a
payable quarterly on the 25th day of February, May, August and November
* K* B2 A% m7 g) F# T2 i2 b7 pin each year, in the amount per share determined by multiplying the
$ B3 S, i0 U+ U ]applicable Quarterly Floating Dividend Rate by $25.00.
; S7 z( G. W! [/ Y: U7 t% ?On the 30th day prior to the commencement of the initial quarterly dividend. Y5 _! c3 E( X, Q" n
period beginning on February 25, 2014, and on the 30th day prior to the first
. R% g/ T7 E# A# k/ lday of each subsequent quarterly dividend period (the initial quarterly- A! d ]: L: M
dividend period and each subsequent quarterly dividend period is referred to3 {4 r3 w; m/ Q- O
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
- `9 V7 m/ W+ l$ LQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate, \; Z2 v P' B& X8 l( I
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the. ]+ H! }, f# U& P* f- D
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
$ k8 Y/ @- d" H0 h% G; U+ U3 uelapsed in the applicable Quarterly Floating Rate Period divided by 365)
v, g- X5 d/ `determined on the 30th day prior to the first day of the applicable Quarterly" u2 G9 h2 x- y$ F0 u
Floating Rate Period.
2 j$ C0 e- V6 o9 Z9 CS-5 E; @1 w9 A5 H/ l$ w+ i: A& z% l
If the Board of Directors does not declare a dividend, or any part thereof, on& V d" j6 y' p: ]5 v
the Preferred Shares Series 19 on or before the dividend payment date for a
8 Z" C! |: D3 Kparticular quarter, then the entitlement of the holders of the Preferred
5 \7 w3 I! j6 V' [- h% ?, o& tShares Series 19 to receive such dividend, or to any part thereof, for such
: E. ^1 f2 s% w& B& J- A1 bquarter will be forever extinguished.! J# H8 h& C6 b4 H: G1 w
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the ]8 {7 |6 i5 J- P( e6 }7 ~( w
Superintendent and to the provisions described below under the heading
8 v/ v6 L8 A4 ]' ~& ~. _5 s0 B% `/ }‘‘Details of the Offering — Certain Provisions of the Preferred Shares/ m* ~/ ^+ h1 H6 R' w
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
- r" u7 a% m- P+ o7 e/ o) don not more than 60 nor less than 30 days’ notice, the Bank may redeem all. p# E. P' U2 h0 d
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
Q: Y% f3 A7 b2 s# \& \3 Uoption without the consent of the holder, by the payment of an amount in( r7 U+ |( h7 i
cash for each such share so redeemed of (i) $25.00 together with all declared
K0 s) O% j7 J; R- }: ^( l; ?0 Kand unpaid dividends to the date fixed for redemption in the case of( V1 W6 }9 Y* H$ j7 j
redemptions on February 25, 2019 and on February 25 every five years6 {! }% |6 n' i D
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
0 S1 S% `$ M+ f2 E1 E) Y( a0 |the date fixed for redemption in the case of redemptions on any other date
X V3 U& b- \. fon or after February 25, 2014.# O, _( |& q9 P, E, G. [2 e$ w
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
; e: i& _. P, b3 pShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have- d; `8 B$ l( z
the right, at their option, to convert, on February 25, 2019 and on
0 }, q* e1 P& k6 Z+ u' {) X, kFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any! q* e4 D* ?: G& O/ @7 S3 u8 s
or all of their Preferred Shares Series 19 into an equal number of Preferred: v9 O; w: F3 o* b7 }/ I
Shares Series 18 upon giving to the Bank written notice thereof not earlier+ r$ u5 ]7 U- z t
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the/ c. f4 S+ {; l% q; C$ e
15th day preceding, a Series 19 Conversion Date.
0 C; g0 u. f7 K0 C' mAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
9 t, g' U+ R9 KProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares2 O. X! m/ r$ X8 \$ d9 p% f
Series 18, as the case may be, that there would be outstanding on such
+ J# Q" m% U, `4 U9 D, O2 v8 SSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
; {" R) e- s# `. _5 a" G, J% Isuch remaining number of Preferred Shares Series 19 will automatically be6 \# `9 n, d+ K, ]. L. x# r
converted on such Series 19 Conversion Date into an equal number of
0 f# P n. k) l d- Q6 t1 r4 vPreferred Shares Series 18. Additionally, if the Bank determines that, after/ Z; x5 T( w1 M2 z( B) s+ w3 t
conversion, there would be outstanding on such Series 19 Conversion Date+ F! M; P K! a" b) V! y
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
6 @8 X/ `. h3 e3 DSeries 19 will be converted into Preferred Shares Series 18.5 I% ^2 @; A" N
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
* n0 [1 { w; d% J2 aSeries 19 will not be entitled as such to receive notice of, attend, or vote at,: k( @* T8 T+ O
any meeting of the shareholders of the Bank unless and until the first time at6 `0 e& y3 c& z3 M7 G
which the Board of Directors has not declared the whole dividend on the9 {( ] |9 ~9 [2 F5 u! w, }& ?1 n9 E2 k
Preferred Shares Series 19 in any quarter. In that event, subject as; y$ ^8 G; Q- c* H. u% c6 {
hereinafter provided, the holders of Preferred Shares Series 19 will be
7 D& q" U* v* }) jentitled to receive notice of, and to attend, meetings of shareholders at which" J! h, z! R' ]' D$ X
directors of the Bank are to be elected and will be entitled to one vote for
- b# o. K( o7 w" n' @each Preferred Share Series 19 held. The voting rights of the holders of the# O0 x4 \' [7 n& c3 Z# ~- m1 j
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of, _8 i( v$ V8 x; t
the first dividend on the Preferred Shares Series 19 to which the holders are
' I% V9 ^7 _/ f7 C2 j3 L3 uentitled thereunder subsequent to the time such voting rights first arose until; s4 w& q8 D1 g* u, C' a
such time as the Bank may again fail to declare the whole dividend on the
8 v4 u$ U" G( w6 T# r" @; i2 I& ^) tPreferred Shares Series 19 in respect of any quarter, in which event such7 I. T/ t% I* ?& A5 v4 B1 k; J
voting rights will become effective again and so on from time to time.
6 {- m2 U5 A9 t/ _) DS-6 x9 J& K( _% r. E. q* b
Priority: The preferred shares of each series of the Bank will rank on a parity with
! Q6 D& U5 G$ V, {$ K9 Gevery other series and are entitled to preference over the common shares of) P$ }2 p& u4 \) B, ~1 }
the Bank and over any other shares of the Bank ranking junior to the, A3 U) e4 q$ H
preferred shares with respect to the payment of dividends and upon any. W+ q! R( E0 g; k! I' F4 B' {
distribution of assets in the event of the liquidation, dissolution or- t$ w! t. z O' { C" |
winding-up of the Bank.
: |/ V/ I: z) `. ITax on Preferred Share The Bank will elect, in the manner and within the time provided under
. A- ~7 I& @/ x5 aDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
. z5 a# j; t+ lSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
0 r" m/ u& T9 Rdividends received on such shares under Part IV.1 of such Act. |
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