 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:' F" A- {; e" G: ]2 b4 ~2 v
SUMMARY OF THE OFFERING
" y4 m; _0 b! | t5 F) {# dThis 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’’.
, `; r" d. w4 A! U1 W( a# b% f# fIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.% H, N* A4 @& V7 {
Amount: $150,000,000 (6,000,000 shares).$ A. @2 o6 Y4 ^) b# F2 P
Price and Yield: $25.00 per share to yield initially 6.50% per annum.3 l+ f: L4 @% U
Principal Characteristics of the Preferred Shares Series 18$ o: I7 M8 J8 w* M: x
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
# U7 a _. }2 f0 n8 ]non-cumulative preferential cash dividends, as and when declared by the
* D3 X) Y% p# _6 b p# `4 Z& HBoard of Directors, subject to the provisions of the Bank Act, for the initial6 q% z- L$ ~+ A( R
period commencing on the closing date and ending on and including1 J: }4 a' r) Z. h! Q
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
+ }! N: T7 K" L( m25th day of February, May, August and November in each year, at a rate
7 t! m" _7 w# zequal to $0.40625 per share. The initial dividend, if declared, will be payable
* s/ F, }. E7 U3 EMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
% W6 c3 K4 w+ C% T8 c+ Odate of December 11, 2008.
8 _' z, d8 \1 [, Z5 RFor each five-year period after the Initial Fixed Rate Period (each, a! P2 f" l: x8 U9 l0 M
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares; b# k; M6 T) s( d$ u: J
Series 18 will be entitled to receive fixed non-cumulative preferential cash4 P' }/ i& S8 K- ~% j
dividends, as and when declared by the Board of Directors, subject to the
( f! n; R; `5 P, S, ^( Tprovisions of the Bank Act, payable quarterly on the 25th day of February,
, h1 i, I* Y8 {% [6 XMay, August and November in each year, in the amount per share per annum
/ H( w1 l# X4 V! h2 p5 B! Bdetermined by multiplying the Annual Fixed Dividend Rate applicable to
) Y6 e; H4 l8 U* p% p9 Tsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend" _5 w% W( @( T8 L
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the! I$ j7 P3 p# [$ H
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day' ^! {" ^0 |$ l5 h. | n, B* @
of such Subsequent Fixed Rate Period and will be equal to the sum of the
( J0 C9 M( v+ [6 _' h0 LGovernment of Canada Yield on the applicable Fixed Rate Calculation Date* n( t' r9 A- g5 `+ R
plus 3.83%.( P9 E6 P! Q5 a( t# E1 v( u
If the Board of Directors does not declare a dividend, or any part thereof, on
0 s# I0 e+ e- B/ b! zthe Preferred Shares Series 18 on or before the dividend payment date for a
0 F" q; m1 I* K7 s4 H# w: V+ Hparticular quarter, then the entitlement of the holders of the Preferred
9 l7 u! \. x' |4 f8 m& }, zShares Series 18 to receive such dividend, or to any part thereof, for such
+ @; ?. {, S# z0 l/ T) h; Wquarter will be forever extinguished.! U4 j$ I6 F/ g. V% |- L3 r
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
; f. \+ s8 y: `3 M( kSuperintendent and to the provisions described below under ‘‘Details of the4 [' ]. S) J& q/ t5 e9 B! f' {
Offering — Certain Provisions of the Preferred Shares Series 18 as a' `, @3 g! ?" @# v/ z; \
Series — Restrictions on Dividends and Retirement of Shares’’, on0 S: o0 T L( X5 _' I/ {: ^; L( D
February 25, 2014 and on February 25 every five years thereafter, on not
e$ _" Z. t' q B9 umore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
9 T1 L. w1 ~; f% tpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
, |% E: {( q" Y' r: ~- m8 [without the consent of the holder, by the payment of an amount in cash for
! p* E* q; c' _* I* A: E! A: Peach such share so redeemed of $25.00 together with all declared and unpaid
" L3 d* B q; o% N/ U1 L3 kdividends to the date fixed for redemption.
+ H f4 D, U# f* g- dConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic, L7 s2 m1 D( }' K. o6 c
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
) i1 X) w8 c& ^) A8 ?% Othe right, at their option, to convert, on February 25, 2014 and on) ]+ h7 D1 ~$ h6 w1 L
S-4
2 C- I6 L* d! N" h: b1 TFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
7 G2 @8 N' ~$ p' Bor all of their Preferred Shares Series 18 into an equal number of Preferred
" D& f8 @6 T. K9 F) N( m+ OShares Series 19 upon giving to the Bank notice thereof not earlier than) T, o2 U1 q w5 O$ x; j( L8 b
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day' A1 }# y. N X7 w9 D
preceding, a Series 18 Conversion Date.% Y2 I1 K1 O2 r8 C! V
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
8 `; D+ @ ^+ T* I7 ~0 RProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares' h5 q( p1 v& r% f0 t7 t, T
Series 19, as the case may be, that there would be outstanding on such; j! T; k; v p; X% m
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
+ n$ K5 C. L5 M9 S5 rsuch remaining number of Preferred Shares Series 18 will automatically be
, r2 r F/ L* [converted on such Series 18 Conversion Date into an equal number of
8 V0 p- V6 r) o5 B( S' IPreferred Shares Series 19. Additionally, if the Bank determines that, after' d$ H+ s2 S: ^& D* m8 }5 W8 n. [
conversion, there would be outstanding on such Series 18 Conversion Date7 c3 m3 P5 E2 N- Y
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares5 C4 T- h( D' N; K" P
Series 18 will be converted into Preferred Shares Series 19.
( q3 \9 R7 i0 KVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 t4 r! H7 U& [7 @9 T' ~( e! ]+ r
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
# y$ P0 t d, l- L3 p0 g: X3 Rany meeting of the shareholders of the Bank unless and until the first time at2 F( L* @# p0 s
which the Board of Directors has not declared the whole dividend on the: c g$ i# l" O: G q: l
Preferred Shares Series 18 in any quarter. In that event, subject as z1 J4 V) | M# Q) I4 g: X) d. G3 O+ \
hereinafter provided, the holders of Preferred Shares Series 18 will be4 d6 h* G, i, v' a, R
entitled to receive notice of, and to attend, meetings of shareholders at which
% Z: `8 V/ F1 H7 l, s$ Vdirectors of the Bank are to be elected and will be entitled to one vote for
' [3 @- W. N! B+ Q5 h& ?( b: Q$ Aeach Preferred Share Series 18 held. The voting rights of the holders of the! D$ Y. Z- w+ A# N
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
7 {* z4 M/ v1 Nthe first dividend on the Preferred Shares Series 18 to which the holders are
! N c. [" a+ }( R; V8 yentitled thereunder subsequent to the time such voting rights first arose until
/ Y; C& I1 i" o- [; u Zsuch time as the Bank may again fail to declare the whole dividend on the& R. e, K0 i0 D/ g3 k
Preferred Shares Series 18 in respect of any quarter, in which event such
/ A$ W, P2 u9 ^, Gvoting rights will become effective again and so on from time to time. C) ~0 p% I( n
Principal Characteristics of the Preferred Shares Series 19) O1 q. d8 ~. K0 l
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive4 J1 P/ C5 |! ~( ?9 q1 w0 d
floating rate non-cumulative preferential cash dividends, as and when( ?/ N1 E. J4 M% g' `! T+ S+ P5 Z
declared by the Board of Directors, subject to the provisions of the Bank Act,0 d7 P: J0 K# ~) Z
payable quarterly on the 25th day of February, May, August and November% o+ i: s# |) F7 _& Q9 J( J8 s
in each year, in the amount per share determined by multiplying the
* b7 q2 m+ b6 R) \! Wapplicable Quarterly Floating Dividend Rate by $25.00.2 o# g6 ~$ ~2 F! f3 R3 K B7 i/ f
On the 30th day prior to the commencement of the initial quarterly dividend- K5 E7 u; }- [6 X
period beginning on February 25, 2014, and on the 30th day prior to the first
; S" `" |( N( l( g; \; F8 Nday of each subsequent quarterly dividend period (the initial quarterly
* A- v( u: A( T3 y; i. t& `) I2 qdividend period and each subsequent quarterly dividend period is referred to; M+ {# L5 D+ A. J, e
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
2 x* @" ?- m% YQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate; _( m3 F h. s% [0 P) W/ W
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
. G2 \0 C8 a- c& o3 u# |' zT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
+ V5 B. e7 ?9 H3 Z" celapsed in the applicable Quarterly Floating Rate Period divided by 365)
6 H& }6 i2 K) J$ t9 Z& Qdetermined on the 30th day prior to the first day of the applicable Quarterly2 j4 z* r. U2 \/ |( f" p2 u
Floating Rate Period.1 U0 y) k [. L) K# d# \' _7 o
S-5
/ @2 ~1 x5 [0 W0 {) m0 hIf the Board of Directors does not declare a dividend, or any part thereof, on
( b6 Z/ T( n: mthe Preferred Shares Series 19 on or before the dividend payment date for a. V' g9 y; p: \) c/ J& o+ |
particular quarter, then the entitlement of the holders of the Preferred; d. f' z# s0 @! A. v
Shares Series 19 to receive such dividend, or to any part thereof, for such8 r$ }% E0 S7 S, C+ I
quarter will be forever extinguished.. d0 e2 E2 ^5 a
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the, ]! B: A6 D8 M( \$ |+ P# Y
Superintendent and to the provisions described below under the heading( P8 n: r& w# v5 W
‘‘Details of the Offering — Certain Provisions of the Preferred Shares! I+ Z) X& S1 u6 _6 ~4 B' E
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
' d( D' f- i1 W' Y9 X# D6 r( \on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
" R+ D" b6 K! n* J- {or any part of the then outstanding Preferred Shares Series 19, at the Bank’s# |8 j/ J$ K0 E
option without the consent of the holder, by the payment of an amount in% B" k) ^! V+ N2 ~
cash for each such share so redeemed of (i) $25.00 together with all declared
- \4 T6 o! @, hand unpaid dividends to the date fixed for redemption in the case of0 t5 d3 @7 C% o% d: E
redemptions on February 25, 2019 and on February 25 every five years
; c ]0 j K3 Q: z" }thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
5 j& g# K+ R1 Zthe date fixed for redemption in the case of redemptions on any other date& x0 @7 H& I- m: a
on or after February 25, 2014.
* p/ O) a# M9 PConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic$ M# U5 z; D$ n2 x
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have0 l) m0 a: _! V3 |; ~ W
the right, at their option, to convert, on February 25, 2019 and on
6 ]/ G3 j; w9 wFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any; Q5 l! X/ u' r% x* Y: t
or all of their Preferred Shares Series 19 into an equal number of Preferred c" r r2 o4 Z" L9 |8 o, w
Shares Series 18 upon giving to the Bank written notice thereof not earlier
! M$ u8 k. i# S. Qthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
! {; p) G) S1 r; N- @15th day preceding, a Series 19 Conversion Date.% G% E: b/ [& [/ D. I2 W
Automatic Conversion If the Bank determines, after having taken into account all shares tendered+ ^8 |, G, _$ v' ^& E
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
2 ?, o* L+ X% Y9 ?# w' I6 P! q Z. [Series 18, as the case may be, that there would be outstanding on such- X$ Y* J$ _ ^5 g0 x% O
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,; h; B# w+ C- C% O, F" x
such remaining number of Preferred Shares Series 19 will automatically be; p& h% }8 w, |
converted on such Series 19 Conversion Date into an equal number of
1 \7 c+ e, \% {% n1 o8 a p! |Preferred Shares Series 18. Additionally, if the Bank determines that, after& K1 k5 F0 D- n& v
conversion, there would be outstanding on such Series 19 Conversion Date& \5 P8 V( ?% v6 q) u* |' Q# p) b
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares. @: c" D3 w3 ^7 h' ]2 ]- n" [
Series 19 will be converted into Preferred Shares Series 18.
1 o' m) o: U: o/ ~9 DVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
+ B! b/ A4 c) B; v; b% R8 P6 bSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
0 g1 v/ o# Y; E, n3 E$ ^& zany meeting of the shareholders of the Bank unless and until the first time at
* g/ ?; |; A% B& I3 `8 B* Y I$ Rwhich the Board of Directors has not declared the whole dividend on the
- S1 T9 m* r7 K: F- V; ]* y; D6 DPreferred Shares Series 19 in any quarter. In that event, subject as- V1 E* O. E) u5 x3 w6 X( H
hereinafter provided, the holders of Preferred Shares Series 19 will be
- e5 D) W2 S0 R5 F% l- Ventitled to receive notice of, and to attend, meetings of shareholders at which# D/ g) `- u1 C; ?. n
directors of the Bank are to be elected and will be entitled to one vote for
# v1 E8 k- x x1 K% f+ ?- o( c( A8 r! aeach Preferred Share Series 19 held. The voting rights of the holders of the
& Q- G3 s: B* Y( i0 a# I4 J) dPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
q5 ^% X: x% G( W: ]! u0 ?1 w, D7 ithe first dividend on the Preferred Shares Series 19 to which the holders are& L# P- K8 x* ?% }9 g: M
entitled thereunder subsequent to the time such voting rights first arose until2 D1 r. K c4 G% v: t8 |- [
such time as the Bank may again fail to declare the whole dividend on the
7 z0 \( y O- fPreferred Shares Series 19 in respect of any quarter, in which event such
' B) _6 [; m! L5 jvoting rights will become effective again and so on from time to time.3 Q9 @9 t1 ?; a; l: `
S-6
7 s$ R) M) o% f& d) w- wPriority: The preferred shares of each series of the Bank will rank on a parity with# @& D9 u# M! ^3 d' e0 u7 {+ W3 e3 O
every other series and are entitled to preference over the common shares of
/ N& u! @* c/ G5 b! x5 }the Bank and over any other shares of the Bank ranking junior to the
3 M4 A, O" C- b' s2 Npreferred shares with respect to the payment of dividends and upon any
; d. a! w; j( _6 E4 Xdistribution of assets in the event of the liquidation, dissolution or! m# Q0 b9 w, H4 ?
winding-up of the Bank." ^9 r! s' {6 E/ U3 k
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
5 W, m( ?4 r8 N! X `' MDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
. p7 g; { K- ]Series 18 and Preferred Shares Series 19 will not be required to pay tax on- `# `1 R7 g* O1 s
dividends received on such shares under Part IV.1 of such Act. |
|