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发表于 2008-11-29 16:58
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下面是BMO的:3 c$ J. Z0 n5 ]/ S$ x$ s* C
SUMMARY OF THE OFFERING
2 `/ P: A Y* b+ |# h% \5 ]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’’.
# S0 V% l! R8 L5 t$ E7 NIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
# s3 i& B8 ?( C, TAmount: $150,000,000 (6,000,000 shares).9 D6 l5 C5 s$ P, O" D- U P( h
Price and Yield: $25.00 per share to yield initially 6.50% per annum.9 _+ d4 F5 m5 {$ r. Y
Principal Characteristics of the Preferred Shares Series 18
2 X8 b: ~0 |6 s" N% RDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
' e. ^9 t2 b" ?* f1 M1 h3 ^non-cumulative preferential cash dividends, as and when declared by the& ]' O3 K3 h9 k% w
Board of Directors, subject to the provisions of the Bank Act, for the initial: ~- R9 ~" n4 Q' r& G
period commencing on the closing date and ending on and including
, l: h; \/ T5 G5 h, N0 OFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the7 S& }( b5 N7 t1 J. m2 l2 G" e
25th day of February, May, August and November in each year, at a rate# M$ J- ?9 n% M4 ~
equal to $0.40625 per share. The initial dividend, if declared, will be payable; U- Z R' K/ t6 n) t v$ ?) U6 }9 e
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing. h* ]0 l$ S% X3 x% Z# t
date of December 11, 2008.
2 q5 f/ m% [2 _& tFor each five-year period after the Initial Fixed Rate Period (each, a
7 H8 J. A8 ~8 j! e‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
, z- y# i0 C1 x. m; b4 ySeries 18 will be entitled to receive fixed non-cumulative preferential cash
' B' A) n& W& D0 ~+ ydividends, as and when declared by the Board of Directors, subject to the, g) X# P3 A1 Q2 d
provisions of the Bank Act, payable quarterly on the 25th day of February,0 ]8 ]1 O% ^0 x) B5 }7 h& \
May, August and November in each year, in the amount per share per annum ^3 T9 ^7 y/ U/ [; r# V
determined by multiplying the Annual Fixed Dividend Rate applicable to4 {5 r0 H; n+ a, B' Y
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
: t' M6 R) I! J! |5 FRate for the ensuing Subsequent Fixed Rate Period will be determined by the" t/ O) i0 D3 j, M
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
0 b0 N# p! f1 O' D T' {& c# G3 eof such Subsequent Fixed Rate Period and will be equal to the sum of the" C8 k0 M7 s! o" U* o2 c$ c1 i
Government of Canada Yield on the applicable Fixed Rate Calculation Date* H0 Z6 A& q0 V6 Z# Z6 |7 p/ i, u
plus 3.83%.1 ~/ d* @5 G' I3 k4 b+ @+ O
If the Board of Directors does not declare a dividend, or any part thereof, on2 t$ R/ T) m1 j* [& Y0 k+ S5 J
the Preferred Shares Series 18 on or before the dividend payment date for a
+ x: W0 i( X$ c( zparticular quarter, then the entitlement of the holders of the Preferred! H- Y- ~! ^' Y1 a
Shares Series 18 to receive such dividend, or to any part thereof, for such
3 Y6 H$ L$ p9 h% N' kquarter will be forever extinguished.
% |+ I F- h2 m) ]Redemption: Subject to the provisions of the Bank Act and to the prior consent of the" \/ n3 s- B5 d! t) v* P' f8 o1 m
Superintendent and to the provisions described below under ‘‘Details of the
- b7 `3 S: a4 d2 e. YOffering — Certain Provisions of the Preferred Shares Series 18 as a
# U4 l# O T5 p* a2 Y$ bSeries — Restrictions on Dividends and Retirement of Shares’’, on( t# r+ d1 i/ N( I: q/ @ x. Q
February 25, 2014 and on February 25 every five years thereafter, on not
- F4 ~/ J$ s+ ?. t2 F6 {more than 60 nor less than 30 days’ notice, the Bank may redeem all or any8 f; s$ C* `- S3 v- d
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
6 w: w1 T7 N" o% U7 iwithout the consent of the holder, by the payment of an amount in cash for g' g. J- [# z6 U- R
each such share so redeemed of $25.00 together with all declared and unpaid
2 }7 w: `! l6 @. T8 Pdividends to the date fixed for redemption./ p% Y+ k8 H( p& o( Q6 I
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic# M1 j. Z/ d3 Y
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
8 b* v) s! a( Vthe right, at their option, to convert, on February 25, 2014 and on# u4 H1 J5 Z2 a
S-43 n# _' J$ C0 D- r/ t
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
6 g! n; n4 Y, h' ~) O7 mor all of their Preferred Shares Series 18 into an equal number of Preferred5 k) r% b, L# Z3 O$ B6 x
Shares Series 19 upon giving to the Bank notice thereof not earlier than
$ P1 |1 V' E6 i; N! c" M8 E X, D30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day m, j7 r) b3 k
preceding, a Series 18 Conversion Date.$ B" `2 u# X$ {9 @+ k1 p9 A
Automatic Conversion If the Bank determines, after having taken into account all shares tendered1 ~! O( P( H2 y
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
# a9 I, m% W9 U/ G; ASeries 19, as the case may be, that there would be outstanding on such
2 B5 U" |$ |% ~7 \- a0 n$ R" B/ j& [ Y1 kSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,% w7 y W3 h( P1 B$ b7 j( f
such remaining number of Preferred Shares Series 18 will automatically be
; i! w; C* N5 ]! d. iconverted on such Series 18 Conversion Date into an equal number of8 |' y' P( J" j; ?4 P8 j
Preferred Shares Series 19. Additionally, if the Bank determines that, after
9 _$ C* Y4 @0 iconversion, there would be outstanding on such Series 18 Conversion Date
- J% b" M" u; N% j/ E7 s0 u( J7 [less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
3 ?; ^$ D" \: J3 VSeries 18 will be converted into Preferred Shares Series 19.4 x M2 e% H; o2 E
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares% x; w* i0 |! X, w- j' w
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
* P; ~. U- [& y/ A9 Eany meeting of the shareholders of the Bank unless and until the first time at) r! H0 S4 I; y' c* F
which the Board of Directors has not declared the whole dividend on the
0 [+ A h6 b+ D& BPreferred Shares Series 18 in any quarter. In that event, subject as
) Z5 L( P% u, w2 D0 M6 @* t1 mhereinafter provided, the holders of Preferred Shares Series 18 will be4 G. C* V* P* W2 F
entitled to receive notice of, and to attend, meetings of shareholders at which1 s- r* z6 c: S( q' `% p
directors of the Bank are to be elected and will be entitled to one vote for8 p) c* m) w: b( h# N
each Preferred Share Series 18 held. The voting rights of the holders of the# w* U; k0 S# X& n9 h0 K7 n
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of$ m+ i8 S4 Z+ g/ a. e3 Y9 J
the first dividend on the Preferred Shares Series 18 to which the holders are
, e8 F" |" O. p! b+ P4 wentitled thereunder subsequent to the time such voting rights first arose until1 I# H, ?, _1 U% M9 W5 l2 A
such time as the Bank may again fail to declare the whole dividend on the
2 y; g6 h* G7 ?, ?9 k! BPreferred Shares Series 18 in respect of any quarter, in which event such
8 t- c( _# Z$ Fvoting rights will become effective again and so on from time to time.
) o% H$ _: G# G: mPrincipal Characteristics of the Preferred Shares Series 19/ b7 s: L# D( [7 ]' s9 X; }/ L5 \* u6 [# X
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
' c s( }" U4 J. p, Z' Bfloating rate non-cumulative preferential cash dividends, as and when
" @9 h& S) Z! b" k# _declared by the Board of Directors, subject to the provisions of the Bank Act,$ j' n6 n6 y7 E( @# b' a1 }
payable quarterly on the 25th day of February, May, August and November
9 Y" v5 \+ H% ]1 Nin each year, in the amount per share determined by multiplying the" g0 t5 C4 |+ k9 r9 z* X I$ O
applicable Quarterly Floating Dividend Rate by $25.00.3 C/ x3 j" y y; W9 j' X
On the 30th day prior to the commencement of the initial quarterly dividend
, @6 R3 J0 G& d, xperiod beginning on February 25, 2014, and on the 30th day prior to the first- C% T9 Z% P' l1 J. a7 h! e1 V
day of each subsequent quarterly dividend period (the initial quarterly
0 p) ~$ Q! W" [4 Y% ?dividend period and each subsequent quarterly dividend period is referred to: i7 y" X& N) k2 I* D9 u
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the6 c; t) _; H* J, ?
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
; b% |7 e+ E: DPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the/ j! p5 k) u x% C, W
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days& `# P/ t3 _: w: @2 l1 n- ^5 I
elapsed in the applicable Quarterly Floating Rate Period divided by 365)8 |, r* g) G" H8 p& I
determined on the 30th day prior to the first day of the applicable Quarterly+ Z$ x( x8 U5 ^1 q' p
Floating Rate Period.4 a+ U" r* Q; ~7 Y% ?# ]$ j
S-50 r( @3 O+ S. k! F4 `5 }9 Q$ S
If the Board of Directors does not declare a dividend, or any part thereof, on
* S; ]) _! J- Q8 V( o# x2 D' Ethe Preferred Shares Series 19 on or before the dividend payment date for a( g; F, g! \3 q" H6 r
particular quarter, then the entitlement of the holders of the Preferred
5 V# X/ `8 T# Q3 tShares Series 19 to receive such dividend, or to any part thereof, for such
; o0 h' T) H7 aquarter will be forever extinguished.
' H9 C& N! w; k; b( KRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
& X: T0 i3 t# D4 a aSuperintendent and to the provisions described below under the heading: n/ b* ?- ~0 x4 a( K! f5 b% [
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
8 V. |, p! ~" F. C1 |* g6 Y: hSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
3 p+ e& P" R- `$ Bon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
- \5 x Z( K/ z+ |or any part of the then outstanding Preferred Shares Series 19, at the Bank’s! @4 a- D1 a! X" N( _5 b
option without the consent of the holder, by the payment of an amount in: S! j }1 g9 G
cash for each such share so redeemed of (i) $25.00 together with all declared
7 K0 M: j$ C8 m3 q2 h% [and unpaid dividends to the date fixed for redemption in the case of9 h, y3 n M" _+ s& y } p8 z$ h
redemptions on February 25, 2019 and on February 25 every five years
1 A0 i3 f. s+ O+ A0 y3 Tthereafter, or (ii) $25.50 together with all declared and unpaid dividends to7 ^0 L. G( d7 y7 w/ ?
the date fixed for redemption in the case of redemptions on any other date3 b( H# T% N; Q0 \
on or after February 25, 2014.
~0 V2 g. g6 k! Z/ t% \; T1 mConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic6 M2 Q% G9 h# L( y, O4 T& `0 r* m; b
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
. F6 m0 e7 V; Wthe right, at their option, to convert, on February 25, 2019 and on) J& t1 U9 c9 U1 U: u# J. m
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any- R& K+ Z/ y2 r6 }1 S
or all of their Preferred Shares Series 19 into an equal number of Preferred$ u% A+ H& V( K4 I: J7 U; R
Shares Series 18 upon giving to the Bank written notice thereof not earlier- d/ z7 g/ N% y6 M, N8 G: @
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the. D2 Q9 @+ @) j5 ^- [
15th day preceding, a Series 19 Conversion Date.2 k( a) N H2 i( @+ M9 O
Automatic Conversion If the Bank determines, after having taken into account all shares tendered7 H. [4 r% S! ^/ D& E
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares: k( V* r1 g; X, @0 B( H, g
Series 18, as the case may be, that there would be outstanding on such
8 w' @( m, Z. }9 oSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
! N7 J* _0 c. G: n$ _such remaining number of Preferred Shares Series 19 will automatically be
q: o- S6 h n7 p3 M3 p; H3 Zconverted on such Series 19 Conversion Date into an equal number of
9 }: T0 A1 x, b8 Y9 s9 VPreferred Shares Series 18. Additionally, if the Bank determines that, after T M6 f+ P: n/ r# b k% R9 N
conversion, there would be outstanding on such Series 19 Conversion Date5 H, x; w' s- z7 Q" M. c/ o
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
9 h: G6 T3 p- F: }6 k- C$ ?Series 19 will be converted into Preferred Shares Series 18.0 C7 _& L8 G: D7 W- H* \8 U, \9 i
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares9 K) F# O7 E# D. R+ ]" m7 f4 L
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
9 T; |$ t0 p8 i. j/ b/ Sany meeting of the shareholders of the Bank unless and until the first time at# j3 P) ^6 w, Y3 g/ o3 f
which the Board of Directors has not declared the whole dividend on the
j& r8 I) D _% {# g# dPreferred Shares Series 19 in any quarter. In that event, subject as
5 l/ Z5 c) y; q0 j# mhereinafter provided, the holders of Preferred Shares Series 19 will be K; S8 B" R, o+ g8 C: s
entitled to receive notice of, and to attend, meetings of shareholders at which
, q" R8 Z$ g1 a, Edirectors of the Bank are to be elected and will be entitled to one vote for
1 k7 U3 w4 r+ S; F. ^. Eeach Preferred Share Series 19 held. The voting rights of the holders of the
: ?- I: n z3 r7 `1 cPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
; Z4 z }, m) Xthe first dividend on the Preferred Shares Series 19 to which the holders are
4 h% E j; `) q ^ yentitled thereunder subsequent to the time such voting rights first arose until
" t' m3 N1 \) [) e# Z+ i+ N, @, w* ysuch time as the Bank may again fail to declare the whole dividend on the
" @7 k3 d/ A8 iPreferred Shares Series 19 in respect of any quarter, in which event such; K. f5 d: L5 j7 {% z
voting rights will become effective again and so on from time to time.8 D( {4 |4 T j9 R5 E7 O
S-6
# P( N1 [1 i6 w9 ePriority: The preferred shares of each series of the Bank will rank on a parity with
" X4 d- F: j9 vevery other series and are entitled to preference over the common shares of7 ]0 P6 u. _* p
the Bank and over any other shares of the Bank ranking junior to the: L; r4 ]7 Y+ K- x
preferred shares with respect to the payment of dividends and upon any5 g3 o% ^9 [+ z3 q& P
distribution of assets in the event of the liquidation, dissolution or
, {( N7 I J: A% U' wwinding-up of the Bank., }" v1 k5 }8 s' |, w& U
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
* N0 N0 |) w+ LDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares$ k, d9 Q5 Z/ ~# U
Series 18 and Preferred Shares Series 19 will not be required to pay tax on L$ G. E5 m, n* p
dividends received on such shares under Part IV.1 of such Act. |
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