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发表于 2008-11-29 16:58
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下面是BMO的:3 V# z: M) B! l2 M" a& t2 ~
SUMMARY OF THE OFFERING! @7 h( H* ~8 O5 @- N- `- P2 E8 I
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’’.
4 {. c1 [: A& \3 o- g' qIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
7 j5 N1 u- e( ZAmount: $150,000,000 (6,000,000 shares).) B8 ?7 ^( U7 A6 w, }3 s: v! a' X! q
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
4 \7 X8 i5 p% d. g8 \Principal Characteristics of the Preferred Shares Series 18
% n+ d& r7 p* xDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed# X% ] E" W, F3 R8 U
non-cumulative preferential cash dividends, as and when declared by the
. _7 L/ C2 p) N0 e2 dBoard of Directors, subject to the provisions of the Bank Act, for the initial
5 ]0 y& l0 C8 W) G0 I) zperiod commencing on the closing date and ending on and including
( p; ]6 ]! `/ W, f" sFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the; u4 m4 G1 P) v0 T4 I
25th day of February, May, August and November in each year, at a rate
& }' F/ A6 @; Z# V& ~, N$ Cequal to $0.40625 per share. The initial dividend, if declared, will be payable; M" L& `/ F6 g
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing% x- w1 Y% l; B6 r6 _6 z5 B% p
date of December 11, 2008.
+ q( b, X4 {$ ZFor each five-year period after the Initial Fixed Rate Period (each, a
7 T" F3 R2 @' _+ o { ^5 M0 ^" y‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
. M) x8 u' H* `0 X# b/ v% _Series 18 will be entitled to receive fixed non-cumulative preferential cash5 D8 ]3 |1 @3 Y" h& D
dividends, as and when declared by the Board of Directors, subject to the
$ x3 K1 x& J% w. ]3 M: fprovisions of the Bank Act, payable quarterly on the 25th day of February,
; C0 u4 Q( x$ U V( r% LMay, August and November in each year, in the amount per share per annum
+ W( ?: W' H h- xdetermined by multiplying the Annual Fixed Dividend Rate applicable to
% A) U5 d* M7 ?6 p/ jsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
8 |2 Z; y' w. F" j1 o# t+ oRate for the ensuing Subsequent Fixed Rate Period will be determined by the. ~ `; o! r+ e7 z0 R. @
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
3 H; V8 k2 H2 y, k" j" {1 }3 n" j4 ^3 iof such Subsequent Fixed Rate Period and will be equal to the sum of the
2 n* R; w+ g" v5 c" t2 PGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
% @% T2 a% i0 S* O3 p* x& uplus 3.83%.0 Y1 j& i8 B5 M
If the Board of Directors does not declare a dividend, or any part thereof, on
1 f: n( T7 V; u* v9 pthe Preferred Shares Series 18 on or before the dividend payment date for a- _% Z+ [; O: v' b, _0 a' ^+ R
particular quarter, then the entitlement of the holders of the Preferred
( G6 y! S# Z: Q- W+ E5 g0 D9 TShares Series 18 to receive such dividend, or to any part thereof, for such( v4 ?/ T# p3 K/ ?6 J5 F
quarter will be forever extinguished.
% P- n& ^& l) x( gRedemption: Subject to the provisions of the Bank Act and to the prior consent of the) Z, q1 h' y7 N+ C
Superintendent and to the provisions described below under ‘‘Details of the0 D+ j* ?7 e: P2 F% @% R
Offering — Certain Provisions of the Preferred Shares Series 18 as a
' b+ Z* B+ i1 U2 m2 t' q+ T. VSeries — Restrictions on Dividends and Retirement of Shares’’, on' z8 J% D& n. t) }4 w
February 25, 2014 and on February 25 every five years thereafter, on not7 m/ q7 W% K( M8 K; s, B
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
/ G4 a, o7 `6 T( vpart of the then outstanding Preferred Shares Series 18, at the Bank’s option! X* G" K8 P) D/ I. ^ a
without the consent of the holder, by the payment of an amount in cash for, y0 U! g1 Q* r. q2 ^* M/ `+ U
each such share so redeemed of $25.00 together with all declared and unpaid( Z0 X! w, b4 D' r& g! v" V. d d1 ]
dividends to the date fixed for redemption.
D5 Y) a2 t$ eConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic1 u9 H) x! g) f, d9 i5 e# H1 m
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
+ t1 e( v/ Z ]the right, at their option, to convert, on February 25, 2014 and on
I7 ?5 M* d3 q) D8 _S-4( u! A$ G3 A, L& `- g$ {
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any8 Y7 ?* ?/ W5 A% j/ M8 e* {* Y: B0 U& b
or all of their Preferred Shares Series 18 into an equal number of Preferred* k" ~& e p/ ~" `1 ^
Shares Series 19 upon giving to the Bank notice thereof not earlier than. z; X& J* V" O' K
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day. [3 ?2 I/ h, H/ B
preceding, a Series 18 Conversion Date.; {3 p) J1 k1 u O$ \
Automatic Conversion If the Bank determines, after having taken into account all shares tendered$ C+ R) @% w) i: h) t8 [8 W
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
0 p* P9 ]/ Q5 H3 k9 @+ d4 f J) YSeries 19, as the case may be, that there would be outstanding on such( r |* B; S2 ]/ w" w
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,! }) s0 T' q3 |9 |5 o
such remaining number of Preferred Shares Series 18 will automatically be; {0 n6 C' U' A; z2 g6 J5 Z
converted on such Series 18 Conversion Date into an equal number of
6 N' i- y* f3 D- z5 p; x7 G, APreferred Shares Series 19. Additionally, if the Bank determines that, after& }, Y3 S* x7 |, j
conversion, there would be outstanding on such Series 18 Conversion Date
+ F I) S; V( g9 W1 X: K& Fless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
! V" c% ~+ a2 B; Q3 ZSeries 18 will be converted into Preferred Shares Series 19.2 y& Z1 ~) n( r: T7 m% ~
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares k" B- R) P& u
Series 18 will not be entitled as such to receive notice of, attend, or vote at, ?" W1 h; g# I; U" z! `
any meeting of the shareholders of the Bank unless and until the first time at
% j. Z' X7 v' nwhich the Board of Directors has not declared the whole dividend on the; y' Y: c) j+ i/ q# ]
Preferred Shares Series 18 in any quarter. In that event, subject as
6 {. p. b2 E$ H- Ghereinafter provided, the holders of Preferred Shares Series 18 will be
. S4 ?4 X, b7 V5 kentitled to receive notice of, and to attend, meetings of shareholders at which
! W5 k4 O: o, G0 vdirectors of the Bank are to be elected and will be entitled to one vote for! s0 j# W/ q0 O/ ? ?+ S+ L0 b
each Preferred Share Series 18 held. The voting rights of the holders of the+ K8 |; K4 N6 j0 q7 n& q
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of! @) i: p8 C2 @0 r' m, Z: l
the first dividend on the Preferred Shares Series 18 to which the holders are3 O1 B* f8 y8 I' C L
entitled thereunder subsequent to the time such voting rights first arose until7 D" B7 m( _5 s/ I) G
such time as the Bank may again fail to declare the whole dividend on the" m8 ]" U! t5 o0 E5 a( k. `: O. B
Preferred Shares Series 18 in respect of any quarter, in which event such
( o9 h7 d" O, k$ yvoting rights will become effective again and so on from time to time.1 b) h2 K( y+ u) x9 u w5 [2 ?
Principal Characteristics of the Preferred Shares Series 190 n$ t9 u4 I T9 J
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
3 A/ ]( v5 r, U$ F; s* ~' Ffloating rate non-cumulative preferential cash dividends, as and when
- W9 X* J. C2 n# _9 t" B; A udeclared by the Board of Directors, subject to the provisions of the Bank Act,$ L! e) s- ^! L4 R8 d5 ^
payable quarterly on the 25th day of February, May, August and November
. b2 h# u' H* w! Gin each year, in the amount per share determined by multiplying the3 u% z4 O+ C% ?$ A% R
applicable Quarterly Floating Dividend Rate by $25.00.3 \: r) h/ Z* H; e" ]* c+ d
On the 30th day prior to the commencement of the initial quarterly dividend( D. ^+ {7 i; l" d
period beginning on February 25, 2014, and on the 30th day prior to the first6 i1 X0 C, Y& K, l8 r
day of each subsequent quarterly dividend period (the initial quarterly
& w* E. L$ x" p( H; j8 u1 ~dividend period and each subsequent quarterly dividend period is referred to& x3 j$ U6 y0 p0 |
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
& D7 m! b4 O9 U3 dQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
# U v% V( e9 e6 A1 dPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the* X/ C0 m# i$ E; X
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
' C0 T; z& h* g8 ]1 F3 M* N8 telapsed in the applicable Quarterly Floating Rate Period divided by 365)
9 g( Y/ j3 u: }# p: bdetermined on the 30th day prior to the first day of the applicable Quarterly
: R+ Q0 _+ W: w3 o- h+ @3 Q3 zFloating Rate Period.( ^. S7 O7 C( B( \! L
S-5 I7 ?0 X. a# s# u
If the Board of Directors does not declare a dividend, or any part thereof, on+ b( Z$ j' k7 Y( P
the Preferred Shares Series 19 on or before the dividend payment date for a
) l3 X0 A% a% ?1 E; E3 ^( j8 v$ wparticular quarter, then the entitlement of the holders of the Preferred% r0 A; H; D' F( E- D9 `$ i) p. I
Shares Series 19 to receive such dividend, or to any part thereof, for such! b3 b8 N5 P. q$ _5 b; l
quarter will be forever extinguished.. Y2 l$ j l+ ]) f
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 [# P$ t) q7 |! tSuperintendent and to the provisions described below under the heading3 U9 N. B. n& a' b8 j% G
‘‘Details of the Offering — Certain Provisions of the Preferred Shares, t# g! m; g: O/ n0 [7 B( G$ f
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,; j% l6 g, ^ U4 m
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
( i+ u: @) D. r; \* u$ Eor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
: Q2 A+ Y! l! A. l& b% ~! U* koption without the consent of the holder, by the payment of an amount in, i7 u* V. ^0 Q; I' e: r" H
cash for each such share so redeemed of (i) $25.00 together with all declared3 r8 T/ T, R( `# Z
and unpaid dividends to the date fixed for redemption in the case of
5 m4 @5 |1 n+ x$ ^redemptions on February 25, 2019 and on February 25 every five years
* E T- I6 T$ Sthereafter, or (ii) $25.50 together with all declared and unpaid dividends to# b( b- Y; f. M! a$ T, Q
the date fixed for redemption in the case of redemptions on any other date
6 x1 u* H. K p" o2 yon or after February 25, 2014.- t5 n1 d7 Q$ @1 J% x1 _# r5 h4 H
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic7 D! ^2 C* d; D6 a' J
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
1 _0 L7 t7 m- pthe right, at their option, to convert, on February 25, 2019 and on! b3 g# t3 X/ Z2 w9 v9 w& l" n: ?) v
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any o+ [3 E8 Z% g' ?/ i7 H( ^
or all of their Preferred Shares Series 19 into an equal number of Preferred! M& e2 N. g. U6 y; P
Shares Series 18 upon giving to the Bank written notice thereof not earlier
4 c5 |1 ^# f: v2 X7 i% O( Q7 Athan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
3 k6 Q% B2 Q m0 r! L+ L+ f e( h15th day preceding, a Series 19 Conversion Date.) t: M# ?0 u s- U' R6 X6 a
Automatic Conversion If the Bank determines, after having taken into account all shares tendered6 \5 n3 Y. g% j3 j0 | r
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
) }7 X- ^* H# Q' e! B) WSeries 18, as the case may be, that there would be outstanding on such
; l* g; L4 x( u; `& k. l: OSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
# S: T" Y8 f2 J' H! Lsuch remaining number of Preferred Shares Series 19 will automatically be
7 G7 x# a0 G4 q" }% wconverted on such Series 19 Conversion Date into an equal number of
% u- w; h3 F- P6 Q5 {* SPreferred Shares Series 18. Additionally, if the Bank determines that, after) W8 N0 x$ v/ g; F+ C# M! e
conversion, there would be outstanding on such Series 19 Conversion Date1 D) t0 `- J G2 {* S
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
* y4 K3 N9 d4 L# _! A0 ~7 U$ SSeries 19 will be converted into Preferred Shares Series 18.
# o. ~( a* d3 yVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
h- k @" V: |1 L; q* eSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
3 j* N" ~* ]% b9 _* _any meeting of the shareholders of the Bank unless and until the first time at2 I: Z7 a7 g' ^6 R( |' b
which the Board of Directors has not declared the whole dividend on the
- f% l/ W Z. q/ CPreferred Shares Series 19 in any quarter. In that event, subject as
0 b( ~0 ]0 J2 K! phereinafter provided, the holders of Preferred Shares Series 19 will be
o* ]( J9 b! K0 e) [+ Uentitled to receive notice of, and to attend, meetings of shareholders at which
6 |9 F [8 D5 m( @; N8 Kdirectors of the Bank are to be elected and will be entitled to one vote for
7 X0 y; P1 @4 l( o5 G9 Q6 M) i% a% Yeach Preferred Share Series 19 held. The voting rights of the holders of the
$ W6 e% r! U& j& VPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
+ F, P$ K' f: c3 r n& v2 a5 Pthe first dividend on the Preferred Shares Series 19 to which the holders are
6 \2 ^5 X! j' p0 d" rentitled thereunder subsequent to the time such voting rights first arose until. `4 `9 T4 }# H; x8 A
such time as the Bank may again fail to declare the whole dividend on the3 N9 k9 F& \6 ~
Preferred Shares Series 19 in respect of any quarter, in which event such
4 Q5 |( U9 I% ivoting rights will become effective again and so on from time to time.6 ]8 D* I, u; C) s* }
S-6& d& k+ N* _! M( I" r
Priority: The preferred shares of each series of the Bank will rank on a parity with
+ n1 N; F$ l& p: E, Vevery other series and are entitled to preference over the common shares of8 n) J0 k h @2 p! ~) J7 g
the Bank and over any other shares of the Bank ranking junior to the5 o0 w9 f+ Z; K* c
preferred shares with respect to the payment of dividends and upon any
/ ? O, y8 c' t3 O7 Z6 C/ Edistribution of assets in the event of the liquidation, dissolution or7 `9 o1 V9 n+ c
winding-up of the Bank.
. b, r+ E7 ~2 E4 U9 G, DTax on Preferred Share The Bank will elect, in the manner and within the time provided under
4 I& j4 x a$ i" Y4 W, h% jDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
$ l3 q# k8 ?8 }$ X( X4 c& lSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
; i0 D) X$ j, p; hdividends received on such shares under Part IV.1 of such Act. |
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