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发表于 2008-11-29 16:58
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下面是BMO的:* E7 F% C( U' |- M: |8 l0 R1 E
SUMMARY OF THE OFFERING+ j2 d; W3 _/ x i. [. r+ p' ]
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’’.
& X' T5 r( y& g1 t% A4 zIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.: H9 _1 o4 p; l
Amount: $150,000,000 (6,000,000 shares).
0 L7 F# w9 R/ \/ l5 ]Price and Yield: $25.00 per share to yield initially 6.50% per annum.
$ R5 ?" U: `# q2 e) {1 s: I/ k1 xPrincipal Characteristics of the Preferred Shares Series 18) v/ x. W* B$ R; A9 P+ z
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
* @# y# U$ Q6 _$ F& {non-cumulative preferential cash dividends, as and when declared by the
5 y$ a% S7 ^) p) z% qBoard of Directors, subject to the provisions of the Bank Act, for the initial
, T0 K! J/ a% l6 F) `1 K$ cperiod commencing on the closing date and ending on and including
4 |5 ]/ m& h# `: e# jFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
4 l: G" v8 i! L25th day of February, May, August and November in each year, at a rate
) p2 t! h- b" Z4 P- uequal to $0.40625 per share. The initial dividend, if declared, will be payable
. W9 g7 w: H' \; R! a8 m+ [May 25, 2009 and will be $0.73459 per share, based on the anticipated closing% R) |+ k9 F; B. h. K
date of December 11, 2008.
7 \+ B8 W9 Q+ \% T: lFor each five-year period after the Initial Fixed Rate Period (each, a! H5 z* M- G9 [! b. k
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares2 v) V' A$ j- D7 m! D& t! K
Series 18 will be entitled to receive fixed non-cumulative preferential cash
9 l& A7 |( h: j1 {& F8 k Tdividends, as and when declared by the Board of Directors, subject to the2 B, G. m( g$ k7 D! E# S2 A
provisions of the Bank Act, payable quarterly on the 25th day of February,9 ]3 @/ m$ s* u/ q
May, August and November in each year, in the amount per share per annum/ R6 `3 N: V4 l3 H% @4 u p
determined by multiplying the Annual Fixed Dividend Rate applicable to
- [$ S" F# x8 D {0 a0 wsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
: C8 f4 z( }/ M# X& wRate for the ensuing Subsequent Fixed Rate Period will be determined by the
6 _& D' H* s# p& a- B4 QBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day8 E1 i' d2 c% |! ^
of such Subsequent Fixed Rate Period and will be equal to the sum of the+ ?1 h( L/ J3 h) v
Government of Canada Yield on the applicable Fixed Rate Calculation Date
0 k! s% ]' k* E) ? u9 S2 Wplus 3.83%.
7 C2 o1 ?' G, ?- M+ [If the Board of Directors does not declare a dividend, or any part thereof, on% D$ T7 W. @+ Z- \/ q9 t5 t5 y
the Preferred Shares Series 18 on or before the dividend payment date for a( d; _$ [- l/ \8 j5 o/ t4 @5 \
particular quarter, then the entitlement of the holders of the Preferred; s6 i+ `( {$ C% j. c! A" Q7 ~. R( _
Shares Series 18 to receive such dividend, or to any part thereof, for such
* I5 M' ?7 M+ }) E1 ^quarter will be forever extinguished.
; F% ^% H, g' y+ T) O( m& j. WRedemption: Subject to the provisions of the Bank Act and to the prior consent of the* ^* w8 E- p( k9 i/ G: `3 B) a
Superintendent and to the provisions described below under ‘‘Details of the
* _" e4 ]! m8 t- y* ` q) }* k7 IOffering — Certain Provisions of the Preferred Shares Series 18 as a
2 ~. Y' Z. B _6 N$ U0 J6 sSeries — Restrictions on Dividends and Retirement of Shares’’, on
' [+ h0 d" K/ t( U; ^February 25, 2014 and on February 25 every five years thereafter, on not
0 A; {5 C$ q2 P2 c! L0 Y# Kmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
/ b6 K! u2 f! p9 C R. Kpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
% ]" B( l! r6 {without the consent of the holder, by the payment of an amount in cash for
R0 I9 p' b/ ]3 }each such share so redeemed of $25.00 together with all declared and unpaid
3 a, v, l2 E- ? n2 H" j2 ldividends to the date fixed for redemption. ^- F h# R E/ P& ?% g3 g$ s, `
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
- W; p& F7 A. y: ]2 e/ XShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
7 ?* N# m/ p2 wthe right, at their option, to convert, on February 25, 2014 and on) d( {" M6 }# B% U, R
S-4
! n4 X" c i8 a3 a/ \February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any. A H$ `' `' G8 e; ~8 O
or all of their Preferred Shares Series 18 into an equal number of Preferred7 c* F5 l% {! ~. u0 ]5 a
Shares Series 19 upon giving to the Bank notice thereof not earlier than4 E" i- i: e Y1 V# K+ K
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
6 N8 S& ?- O0 O& ?; b! J2 [/ L2 ]preceding, a Series 18 Conversion Date.
' J {. U# d& o/ ? j. xAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
) F8 J5 V( Q1 Y: M+ jProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares3 M5 t& @; d/ ?1 d: T
Series 19, as the case may be, that there would be outstanding on such
' z/ T* M9 B YSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,1 e3 e3 |' [) s; \8 @4 i9 l. j) D4 `
such remaining number of Preferred Shares Series 18 will automatically be8 H6 X/ ^: `1 q% A
converted on such Series 18 Conversion Date into an equal number of9 ?8 x# Q! }7 ~& R/ N
Preferred Shares Series 19. Additionally, if the Bank determines that, after
: B; n- _' y. sconversion, there would be outstanding on such Series 18 Conversion Date
& d2 U! ^, p0 i& x2 w: Kless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
. a% }/ I) J5 m0 e V+ ySeries 18 will be converted into Preferred Shares Series 19.% I3 Z C2 G9 k1 O! j+ P* s
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
2 g) ]! g5 |/ y2 TSeries 18 will not be entitled as such to receive notice of, attend, or vote at,) ]& n& w/ Q* [6 {% R+ h
any meeting of the shareholders of the Bank unless and until the first time at! w+ c3 C8 I# U
which the Board of Directors has not declared the whole dividend on the# S7 r6 W0 F2 {+ B! M* K
Preferred Shares Series 18 in any quarter. In that event, subject as$ U2 _2 D5 q8 j1 A, u% [
hereinafter provided, the holders of Preferred Shares Series 18 will be1 \ Y5 v- F7 R7 \& @ l3 Q
entitled to receive notice of, and to attend, meetings of shareholders at which% ~* d g4 @5 m% m/ l! A8 T' C
directors of the Bank are to be elected and will be entitled to one vote for( D& E, {! s3 x+ m0 R
each Preferred Share Series 18 held. The voting rights of the holders of the$ {3 x1 w. S6 c4 c7 q* G
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of9 u+ [- H4 w; ~6 `8 N( ^4 k
the first dividend on the Preferred Shares Series 18 to which the holders are
% R/ t1 M% j, `! j! ]entitled thereunder subsequent to the time such voting rights first arose until
- g9 w8 N0 z4 P9 |+ W/ ?such time as the Bank may again fail to declare the whole dividend on the
1 P0 l: V7 n/ e$ q OPreferred Shares Series 18 in respect of any quarter, in which event such
. J; u! |; Y. ]5 s( P3 Vvoting rights will become effective again and so on from time to time.
3 r' c Y1 u3 ]5 p7 |( R$ `Principal Characteristics of the Preferred Shares Series 19
w! j1 Q4 x+ y7 U6 J6 cDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
3 E' d0 _2 | G3 F* o* k" }floating rate non-cumulative preferential cash dividends, as and when" ^5 E9 M- v7 }0 K; C. k0 A4 U
declared by the Board of Directors, subject to the provisions of the Bank Act,& P/ `; N/ v: y+ i% z$ U' E
payable quarterly on the 25th day of February, May, August and November
1 T% n2 }' T5 ^. V, Iin each year, in the amount per share determined by multiplying the- r+ h9 R! f+ b$ s/ X8 p
applicable Quarterly Floating Dividend Rate by $25.00.5 T$ A. x% h- u; w
On the 30th day prior to the commencement of the initial quarterly dividend3 b/ [& m" H) Y3 T
period beginning on February 25, 2014, and on the 30th day prior to the first
0 e1 `! m: X8 S# P2 m6 pday of each subsequent quarterly dividend period (the initial quarterly
) A/ I& _$ c5 udividend period and each subsequent quarterly dividend period is referred to
+ }: X& e* n, B/ @7 _4 t% Was a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the+ P, Z1 ?! z4 Z8 w* N8 @# Y
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate' W: T* b$ V9 f( j: _
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the+ F! {0 Z3 [* h: y0 X( w9 G: x2 ^
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
$ E/ S0 f- d+ j" I$ j6 l" \elapsed in the applicable Quarterly Floating Rate Period divided by 365)( k2 g! n: H6 @
determined on the 30th day prior to the first day of the applicable Quarterly
) N! g. N9 i" T' C' TFloating Rate Period.
6 O3 b! m+ }$ V( f2 HS-5& ^: i* O8 v0 Z1 ] t3 d0 m; P
If the Board of Directors does not declare a dividend, or any part thereof, on4 E/ D$ s- ]2 I
the Preferred Shares Series 19 on or before the dividend payment date for a
9 z: n7 i- j' n7 U: Q* t4 T' Kparticular quarter, then the entitlement of the holders of the Preferred
* f4 N* @- p# e t. N4 YShares Series 19 to receive such dividend, or to any part thereof, for such
/ s g8 r4 E9 }) X0 c$ L5 Mquarter will be forever extinguished.
% T" D }& C: G" ~8 C7 `/ u1 @7 iRedemption: Subject to the provisions of the Bank Act and to the prior consent of the) R/ e3 S: m" ~# \. h" h
Superintendent and to the provisions described below under the heading* ^ @9 c& K. @% h ^9 Y! v* ~
‘‘Details of the Offering — Certain Provisions of the Preferred Shares8 V# k. m: ]+ O& Z, W- g
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’, \! l8 y8 s- ?) e
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all1 X$ Z6 ] ]+ x0 K( p5 }; a
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s& ^9 F* d6 H; Z/ w: { T
option without the consent of the holder, by the payment of an amount in/ w5 L2 u7 o! z# P- \4 m) [6 K2 e
cash for each such share so redeemed of (i) $25.00 together with all declared! u6 ?4 g0 f0 h, O M6 C
and unpaid dividends to the date fixed for redemption in the case of( r6 Y* Z6 L3 @; k
redemptions on February 25, 2019 and on February 25 every five years4 w2 _2 } B4 d- m9 ^1 t4 w( s* r
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
3 ~) U0 V1 ]1 O e( Nthe date fixed for redemption in the case of redemptions on any other date
6 J; `8 Z! P( Y) M% Uon or after February 25, 2014.
( I: q# Y# m% ?* h8 KConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic! `$ {7 R: g; V: O
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have* `7 Q, M! p2 y1 ]9 ]' \
the right, at their option, to convert, on February 25, 2019 and on
* X$ j! w0 T) k- I% x! _6 HFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any) ~4 O1 M! o9 m/ M
or all of their Preferred Shares Series 19 into an equal number of Preferred
( [ J/ i: _8 g) x, u' Q5 vShares Series 18 upon giving to the Bank written notice thereof not earlier
% ^: L. f4 f3 F9 @: J+ Vthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
1 `% B$ j9 {/ p% t0 _ b15th day preceding, a Series 19 Conversion Date., a0 I0 M3 i7 F
Automatic Conversion If the Bank determines, after having taken into account all shares tendered4 z" H, }* H: @4 {5 }
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares, Z8 | ]$ f/ k5 }5 e
Series 18, as the case may be, that there would be outstanding on such
$ W. R9 v; J/ L9 W+ mSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
$ J( A; U/ [9 | G. m5 K5 \such remaining number of Preferred Shares Series 19 will automatically be$ F, G* D9 a' e' @( G
converted on such Series 19 Conversion Date into an equal number of$ x# y4 a1 ^, U/ S
Preferred Shares Series 18. Additionally, if the Bank determines that, after
' d$ W' T' O) V9 C5 e3 T0 pconversion, there would be outstanding on such Series 19 Conversion Date ~7 Z8 N+ ~4 U, p
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
1 j/ q: q6 ]9 e5 v9 F5 K, hSeries 19 will be converted into Preferred Shares Series 18.! j, n7 \+ o9 N
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares# Z4 r$ n- ]& Q9 @% a* K6 Z
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
" X9 T/ e9 T* H( V- P: ~1 Gany meeting of the shareholders of the Bank unless and until the first time at/ `2 X% |5 c, g7 r" L4 e' ]$ x. ~
which the Board of Directors has not declared the whole dividend on the9 z/ P# i9 D! H4 R. o. v$ a
Preferred Shares Series 19 in any quarter. In that event, subject as
, Q/ S) n4 r. A* d Ehereinafter provided, the holders of Preferred Shares Series 19 will be
1 q5 w# z- p) k* q$ mentitled to receive notice of, and to attend, meetings of shareholders at which
% j, i$ t! e! {' ~9 ldirectors of the Bank are to be elected and will be entitled to one vote for; l2 f5 c3 J3 k& u
each Preferred Share Series 19 held. The voting rights of the holders of the
' ^2 w7 L0 r+ M# i3 m1 ]* ^, X$ gPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
% a3 a- l; m* n) Pthe first dividend on the Preferred Shares Series 19 to which the holders are
8 ?8 k' v' J( h6 i" Y( ]+ s) o5 Zentitled thereunder subsequent to the time such voting rights first arose until, ]0 p% S) I5 w; L+ m
such time as the Bank may again fail to declare the whole dividend on the1 C/ @9 U, g# s0 Z9 I
Preferred Shares Series 19 in respect of any quarter, in which event such
+ [& S9 L! ~0 u( q# b, p' ovoting rights will become effective again and so on from time to time.
/ Y. |) {# r5 c+ i( @. g$ ?S-6
3 J4 E) u1 i- Q) @: @Priority: The preferred shares of each series of the Bank will rank on a parity with- n s" q2 B# ^ S2 b
every other series and are entitled to preference over the common shares of. o2 [3 r6 |) N& P3 u! F8 O
the Bank and over any other shares of the Bank ranking junior to the
" Y8 U1 F; k0 G8 T, \: Qpreferred shares with respect to the payment of dividends and upon any
9 v9 ]* S- @" t9 }, Sdistribution of assets in the event of the liquidation, dissolution or
3 M2 T) z# I7 a7 Cwinding-up of the Bank.
8 X3 g: k; X5 t/ r7 sTax on Preferred Share The Bank will elect, in the manner and within the time provided under8 w9 M; }2 F- u% X; R6 l- d
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares# u& u0 h' Z' e2 v
Series 18 and Preferred Shares Series 19 will not be required to pay tax on# M) t. I7 E6 ]$ e" H( M( e3 d- R& z
dividends received on such shares under Part IV.1 of such Act. |
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