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发表于 2008-11-29 16:58
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下面是BMO的:7 K8 u2 F( q! Q# p; l1 P
SUMMARY OF THE OFFERING5 a: M6 H# {2 Z" @
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’’./ g0 v- U8 c% E3 K' j2 Y' b
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
# Q |' F" W% T/ K0 ?; RAmount: $150,000,000 (6,000,000 shares).9 R7 w1 F* P0 R7 W& \7 Q
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
7 g- w8 W4 Z, h' ]8 q- s2 B0 fPrincipal Characteristics of the Preferred Shares Series 18
8 A. ~' `1 C% L. m6 r& w8 pDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed: |8 R7 @+ } @: `; d) |
non-cumulative preferential cash dividends, as and when declared by the+ v" [. Q6 Z; J/ \8 Z% t9 T
Board of Directors, subject to the provisions of the Bank Act, for the initial3 F! H8 V* C0 s' o
period commencing on the closing date and ending on and including
- X% h- [8 {8 _. }February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the j$ e' l" ?; ~& _" c" A
25th day of February, May, August and November in each year, at a rate
8 B- U# d' ?# D" o4 G5 Wequal to $0.40625 per share. The initial dividend, if declared, will be payable
6 [1 g, j% j* X! i: }: CMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
9 x" D, ~8 y7 X7 W: I; _; I. rdate of December 11, 2008.% _4 N6 p/ f3 F
For each five-year period after the Initial Fixed Rate Period (each, a
3 g" w5 I- W: e6 A/ U' s0 m3 b‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares- s6 c% C: O. P
Series 18 will be entitled to receive fixed non-cumulative preferential cash7 n# a" n; {' r$ z! R$ l# p
dividends, as and when declared by the Board of Directors, subject to the! Y; c Y# ]9 d% Z9 T
provisions of the Bank Act, payable quarterly on the 25th day of February,
' r5 K% L: @5 f2 uMay, August and November in each year, in the amount per share per annum8 ?$ S" I& A" r5 W9 R; m* j5 @
determined by multiplying the Annual Fixed Dividend Rate applicable to5 I$ n0 h" @% l3 l* i& w. Q- u
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
3 {# i# z% o6 H! lRate for the ensuing Subsequent Fixed Rate Period will be determined by the
: J( G$ }& a7 m" nBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day* m2 V ]" H! C9 J. g" u
of such Subsequent Fixed Rate Period and will be equal to the sum of the: N {# r2 A2 }2 u8 b* x$ C/ @7 y
Government of Canada Yield on the applicable Fixed Rate Calculation Date
% i7 E5 N4 p [plus 3.83%.
1 _4 E6 d4 V; p0 r" Y; yIf the Board of Directors does not declare a dividend, or any part thereof, on% ~4 ?/ t4 V8 }! Q0 q! b9 ~% S- |
the Preferred Shares Series 18 on or before the dividend payment date for a
* n% j1 Y. C: B" H1 r3 ^ ^7 z' vparticular quarter, then the entitlement of the holders of the Preferred
) C) |" \& f8 u; x. K7 oShares Series 18 to receive such dividend, or to any part thereof, for such" z @4 U5 p/ w, j
quarter will be forever extinguished.
+ M$ R; x- Z+ `- yRedemption: Subject to the provisions of the Bank Act and to the prior consent of the2 Y" ^0 _0 j. c) a* }# v* e+ v0 n7 j
Superintendent and to the provisions described below under ‘‘Details of the! Q2 ^9 W1 ?' T7 N/ d
Offering — Certain Provisions of the Preferred Shares Series 18 as a* d/ e! K ?, w# w3 ?/ _' g5 i
Series — Restrictions on Dividends and Retirement of Shares’’, on
5 `; Y$ N# y* Q7 dFebruary 25, 2014 and on February 25 every five years thereafter, on not2 W+ a3 a' V, b
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any( G( g2 U/ b1 ~+ F
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
8 ~5 q) M- k+ \" T4 Y) l. x; X- [- F, ?without the consent of the holder, by the payment of an amount in cash for1 A9 O5 ~, x, z: i( I5 b; v. `' P
each such share so redeemed of $25.00 together with all declared and unpaid
7 m8 A4 _( T- T+ }" P$ ^dividends to the date fixed for redemption./ r% Z% s9 J2 s+ h% r2 Q
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
4 z, e `2 O1 T3 b8 V! C8 ~; SShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
& r- w4 n; H' |' u! ]* qthe right, at their option, to convert, on February 25, 2014 and on
# t/ h$ C, u' ZS-47 N. U/ A! n0 x" t( |" q2 A
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
" a: t1 E0 N( T8 W" q* @or all of their Preferred Shares Series 18 into an equal number of Preferred
& p- Y' H. }. o' FShares Series 19 upon giving to the Bank notice thereof not earlier than
3 O& j, Z( Q" D) \6 n' R# e2 o- ]30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
' H$ U& }6 ]$ C. P1 P! z5 Dpreceding, a Series 18 Conversion Date.
) _% L& x1 I6 b& N* WAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
% ?3 y2 c8 G& J aProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
% U5 c9 q2 e8 p2 {Series 19, as the case may be, that there would be outstanding on such8 w6 u* x$ \( M
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
8 ]9 {4 N3 ?3 I* c$ S( Gsuch remaining number of Preferred Shares Series 18 will automatically be9 D4 J4 M# S* f5 s& j
converted on such Series 18 Conversion Date into an equal number of
3 X2 p/ I. E* X1 ~' ~- mPreferred Shares Series 19. Additionally, if the Bank determines that, after# Z$ O6 z6 H, y: r6 g _
conversion, there would be outstanding on such Series 18 Conversion Date4 K r3 f5 [9 x* j$ R
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
7 w; [, m: U/ @% W4 Q: lSeries 18 will be converted into Preferred Shares Series 19.
/ m# {4 r3 ]; K0 V% Z# m! HVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
0 K. N/ P. o* S3 N2 M1 k6 ISeries 18 will not be entitled as such to receive notice of, attend, or vote at,
# K% K" {5 y, c& ^* H' i( i& l- `" Vany meeting of the shareholders of the Bank unless and until the first time at
, t6 J" E3 I* h1 bwhich the Board of Directors has not declared the whole dividend on the
9 \4 Y* ~8 P C1 l, SPreferred Shares Series 18 in any quarter. In that event, subject as1 }/ I/ y: \- M9 O
hereinafter provided, the holders of Preferred Shares Series 18 will be9 E: J+ k: ?$ |* d5 B5 f/ K E5 X
entitled to receive notice of, and to attend, meetings of shareholders at which# x. Q; ?& ?$ F, P
directors of the Bank are to be elected and will be entitled to one vote for
- `* r1 C, d- v- f; R* R+ t% deach Preferred Share Series 18 held. The voting rights of the holders of the
3 G; L+ U( w5 }7 i" QPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
. G+ \8 ^# D0 a1 Z8 J( Uthe first dividend on the Preferred Shares Series 18 to which the holders are
3 ?9 y( ~# D0 r6 s% m2 centitled thereunder subsequent to the time such voting rights first arose until0 M% U! d. F, m1 L
such time as the Bank may again fail to declare the whole dividend on the, `* C. }. O% I
Preferred Shares Series 18 in respect of any quarter, in which event such
, G. r; b! R& p Uvoting rights will become effective again and so on from time to time.! z4 j& s: i* K; Z2 p
Principal Characteristics of the Preferred Shares Series 19
: `1 U6 x3 h) w4 kDividends: The holders of the Preferred Shares Series 19 will be entitled to receive% C# r# ?/ s0 a* C$ S, J9 d- e
floating rate non-cumulative preferential cash dividends, as and when" z9 E4 E% `) s, S' I: p
declared by the Board of Directors, subject to the provisions of the Bank Act,
6 E% `3 f D( I* ipayable quarterly on the 25th day of February, May, August and November
, T* {& _6 j0 J' D& Iin each year, in the amount per share determined by multiplying the& C, }8 Z" S! v9 Y, l
applicable Quarterly Floating Dividend Rate by $25.00.
; O$ ]) G1 O4 a# U/ a4 c: V2 L) E( kOn the 30th day prior to the commencement of the initial quarterly dividend! t- T/ F+ N1 f! v
period beginning on February 25, 2014, and on the 30th day prior to the first A4 W! Q: ~: ] d' x' i2 X
day of each subsequent quarterly dividend period (the initial quarterly
& B4 Y& @; `0 K( }dividend period and each subsequent quarterly dividend period is referred to
* N! w! [. o4 a9 T; a6 Kas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
1 E* ^0 d- i* W; Y* DQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate" D- @6 R9 p: c8 {. ?8 }* ], Y& j
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the4 m; g- z+ i; E1 J/ k
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days1 W+ T2 x5 F' X- w
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
& G+ x# Q5 _' U6 S( @# kdetermined on the 30th day prior to the first day of the applicable Quarterly. S& x% P# E, I9 ?
Floating Rate Period.* k, J P9 g6 \9 @$ b# q: ?7 V3 G
S-5
* x d1 m" w' T0 L4 ZIf the Board of Directors does not declare a dividend, or any part thereof, on
$ N9 L: C8 G+ S! r7 g8 tthe Preferred Shares Series 19 on or before the dividend payment date for a
! n9 n0 J3 M; ~particular quarter, then the entitlement of the holders of the Preferred
6 W8 R' e, j; O) K' zShares Series 19 to receive such dividend, or to any part thereof, for such1 x$ c& {1 v& p, R+ y7 R0 n* ]
quarter will be forever extinguished.9 _0 h' h- s( W
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
3 \, j' h9 i# M8 ?* k' ?Superintendent and to the provisions described below under the heading3 n2 d7 C! r' b( V0 @
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
6 F. @5 n$ t$ E/ G" b# ], Y2 T0 y" ESeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,- w' d7 k, t; T8 R6 A7 b
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
+ Y. H: t6 j7 w3 M) A% C. W. K2 For any part of the then outstanding Preferred Shares Series 19, at the Bank’s
& s! V( }7 Q& V/ x- Hoption without the consent of the holder, by the payment of an amount in( o6 W6 S( D0 n& u0 i+ i
cash for each such share so redeemed of (i) $25.00 together with all declared0 k/ {- ?9 V v0 E
and unpaid dividends to the date fixed for redemption in the case of
" n* V" z W8 \+ u1 j- v; m0 Predemptions on February 25, 2019 and on February 25 every five years
7 D- i& k' A3 @6 \* J0 J$ r8 Q) ithereafter, or (ii) $25.50 together with all declared and unpaid dividends to5 h/ \! W/ l K. j
the date fixed for redemption in the case of redemptions on any other date
, h6 A+ A3 x4 a- {on or after February 25, 2014.- \& u9 Z: [' f
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic# R$ P; j7 B5 S) D. N7 t
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
, u5 R2 I5 ]8 E7 R3 \# n0 tthe right, at their option, to convert, on February 25, 2019 and on
# Q) E1 w k4 h" b+ {February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
$ x2 ?6 p/ T) v$ [8 c& [; Dor all of their Preferred Shares Series 19 into an equal number of Preferred
) k5 x3 z: | Z. E- X! iShares Series 18 upon giving to the Bank written notice thereof not earlier7 v, V8 Z1 ^7 L& V5 ~) `1 j. r
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
6 D* j4 A4 g9 c6 i4 v3 W15th day preceding, a Series 19 Conversion Date., N% } C2 Y# }- Z. B) N# Q
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
9 U9 u2 i$ l }8 v2 t" M% p! E9 SProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares5 y8 H5 r% c7 l a k- j5 ?+ x
Series 18, as the case may be, that there would be outstanding on such
! C5 H8 _ w5 n6 A# E2 r4 H) t% l: ~Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,# p/ R& C5 u ^. w, d
such remaining number of Preferred Shares Series 19 will automatically be" e$ p; b% z% F2 M5 j2 T9 A
converted on such Series 19 Conversion Date into an equal number of5 }" c C6 h; q( p
Preferred Shares Series 18. Additionally, if the Bank determines that, after1 @9 g! b2 B% d( D0 x
conversion, there would be outstanding on such Series 19 Conversion Date
+ t1 ]: {6 w7 D- Nless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares( A6 |% v8 s5 I* @: T) T, S. L5 |
Series 19 will be converted into Preferred Shares Series 18.5 Y: ?7 P2 _- j8 \
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 O7 j# r& l6 ]Series 19 will not be entitled as such to receive notice of, attend, or vote at,
( c2 l/ e% ]* l# [4 Aany meeting of the shareholders of the Bank unless and until the first time at- X0 x n! W9 w! Q& a
which the Board of Directors has not declared the whole dividend on the& W! w, x* V9 H" ~9 M- x1 w+ Q
Preferred Shares Series 19 in any quarter. In that event, subject as
1 @* M# M0 T# N" Y; M V/ Vhereinafter provided, the holders of Preferred Shares Series 19 will be
2 e0 h% u. A1 R: v6 x/ Pentitled to receive notice of, and to attend, meetings of shareholders at which
9 s, j! W, V! F; H* h$ i Rdirectors of the Bank are to be elected and will be entitled to one vote for
% p0 s6 \7 ~6 d5 X; Zeach Preferred Share Series 19 held. The voting rights of the holders of the7 U& K# d! {& `# S7 o3 ?
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of/ a/ f7 d% x/ f" N: l
the first dividend on the Preferred Shares Series 19 to which the holders are
0 z+ p6 Z% _- R8 C lentitled thereunder subsequent to the time such voting rights first arose until6 \" f$ l2 h$ b# I
such time as the Bank may again fail to declare the whole dividend on the
" z; U" m# ^: x( n; \* zPreferred Shares Series 19 in respect of any quarter, in which event such
+ e" s% H9 B6 A) ~% kvoting rights will become effective again and so on from time to time.
0 _! g6 }! a/ s. b( g( L8 V8 e1 DS-6
+ y0 V; ^6 C. k$ Z& L+ TPriority: The preferred shares of each series of the Bank will rank on a parity with7 ~. w7 ~3 r8 x
every other series and are entitled to preference over the common shares of3 l9 d$ T6 r5 q; t. ~2 f/ T0 Z
the Bank and over any other shares of the Bank ranking junior to the- U0 ?1 g- u( K: N2 g8 |2 Y( s
preferred shares with respect to the payment of dividends and upon any! r. Z- A7 s% X$ |
distribution of assets in the event of the liquidation, dissolution or
$ [% d; s0 t7 [winding-up of the Bank.
9 j6 Z% @% d w2 S& gTax on Preferred Share The Bank will elect, in the manner and within the time provided under" F, D( o5 {, H6 a" A
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
* i7 _+ ^9 A) X$ lSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
! G1 L5 y; ]% U; ]4 N$ ddividends received on such shares under Part IV.1 of such Act. |
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