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发表于 2008-11-29 16:58
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下面是BMO的:$ b' d5 k; g; {7 u( o
SUMMARY OF THE OFFERING2 h/ R! Q4 E- [ P2 `! S0 ~2 H5 T
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’’.
2 J- L( |0 v' S, c2 lIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
1 I% S$ \: N; I. f1 X" E* g) MAmount: $150,000,000 (6,000,000 shares).
5 T ?8 ?4 U/ w5 y- F3 rPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
; q7 g# G, N+ M6 l% r$ e5 nPrincipal Characteristics of the Preferred Shares Series 185 Y( O" W: P: i1 I0 V
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
4 O3 h/ V6 a' b& s0 {' {! nnon-cumulative preferential cash dividends, as and when declared by the% S, V4 _' V1 ?8 R- O4 d1 w0 @
Board of Directors, subject to the provisions of the Bank Act, for the initial
: Y3 @6 y$ k, _6 j$ D; cperiod commencing on the closing date and ending on and including& F4 A) O: e7 K2 v
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the( w/ v# ^( q. G2 X; x0 G! V9 C# h
25th day of February, May, August and November in each year, at a rate3 l# G0 v0 U% u$ K6 j# T1 y) p
equal to $0.40625 per share. The initial dividend, if declared, will be payable+ Y* ]$ ]# O& i, h( W$ V: P- w7 f
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
+ D. Z) Z' h+ R4 Z1 qdate of December 11, 2008.
+ X/ k' u& [8 C: |For each five-year period after the Initial Fixed Rate Period (each, a4 S f1 H+ n7 `- H7 N; @" Y9 x
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares) A' L8 P, X+ K; N5 i6 d; D8 X
Series 18 will be entitled to receive fixed non-cumulative preferential cash
2 C) P }. m2 X K0 H+ R3 idividends, as and when declared by the Board of Directors, subject to the
( _- B3 W$ G# x$ I6 Z: |provisions of the Bank Act, payable quarterly on the 25th day of February,
$ `% Q. x. ?) Z& lMay, August and November in each year, in the amount per share per annum8 k. R5 Z8 c( K: n; y2 ~7 A+ I% O
determined by multiplying the Annual Fixed Dividend Rate applicable to
# w! a- [$ Q2 {, u% H2 bsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend4 E, r7 j+ }- I; a9 |
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
, J% r( @2 T1 M1 y1 s8 b+ aBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day6 p) G8 r0 b( G- g6 Z, k
of such Subsequent Fixed Rate Period and will be equal to the sum of the
8 ?' |( O/ J3 C0 t1 P8 V9 lGovernment of Canada Yield on the applicable Fixed Rate Calculation Date9 p2 b, E0 q$ a
plus 3.83%.
% o4 h9 [( D2 ~- yIf the Board of Directors does not declare a dividend, or any part thereof, on' |9 N) G/ Y. k' h* Z) F
the Preferred Shares Series 18 on or before the dividend payment date for a* n8 g. D0 I- C Z
particular quarter, then the entitlement of the holders of the Preferred0 t2 h# C& }6 }5 f/ k+ b- M
Shares Series 18 to receive such dividend, or to any part thereof, for such2 |% \; o4 P7 N+ M) i! E
quarter will be forever extinguished.
: p! n% z8 `2 ]% W2 h9 eRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
$ w% Y& z8 w4 d9 FSuperintendent and to the provisions described below under ‘‘Details of the: T/ P4 x; Z1 f- Z* l n% n
Offering — Certain Provisions of the Preferred Shares Series 18 as a1 r% B3 k. ]. J
Series — Restrictions on Dividends and Retirement of Shares’’, on& e- n1 k1 V, u
February 25, 2014 and on February 25 every five years thereafter, on not
, g! n/ F9 ^; F3 Vmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any7 Z) \. G+ j; k3 c" W. g) J
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
- h$ h7 z$ H" x( T+ ]without the consent of the holder, by the payment of an amount in cash for# U* E: |3 O+ s- D
each such share so redeemed of $25.00 together with all declared and unpaid
) K" H7 S; F' ^) x' @+ T! ydividends to the date fixed for redemption.
& R: K; T9 S9 }& bConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
& o. ~( P8 E+ cShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
) b$ p5 \: R& L" D( Q5 v' Gthe right, at their option, to convert, on February 25, 2014 and on
2 l1 U( e# i5 j z8 YS-4
+ H' l; [' a, b8 D4 ?February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
4 e- L$ }- S& h' |+ L1 Zor all of their Preferred Shares Series 18 into an equal number of Preferred
# t9 q+ i/ E0 t, ZShares Series 19 upon giving to the Bank notice thereof not earlier than* T+ H' P+ m9 s" |* j
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
3 c) o8 T, s9 ~, i3 A; Hpreceding, a Series 18 Conversion Date.) c' ~1 V4 ~% ?8 o: G/ D/ j
Automatic Conversion If the Bank determines, after having taken into account all shares tendered5 h9 G, ^+ k% c9 U. M
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares2 s3 ?/ s( {/ X: M$ e
Series 19, as the case may be, that there would be outstanding on such
" y$ a9 Q) w# {# l% ~7 s' sSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,, ^+ Y! C7 g/ P8 g
such remaining number of Preferred Shares Series 18 will automatically be8 K! Q* e1 {9 K
converted on such Series 18 Conversion Date into an equal number of
6 P. i- D: X j& B: K/ t0 p5 Q1 T' dPreferred Shares Series 19. Additionally, if the Bank determines that, after% N% ]& I; ]: j) b# {* ]. W$ f
conversion, there would be outstanding on such Series 18 Conversion Date+ z7 N6 p8 _1 D& Y
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
1 N' J! R7 @8 d3 hSeries 18 will be converted into Preferred Shares Series 19.0 F/ M1 }2 R* |" U: a- ]
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
: [' j+ S) r- P! i& B$ b6 A, |4 HSeries 18 will not be entitled as such to receive notice of, attend, or vote at,* X. l! L" Z9 p Z; B
any meeting of the shareholders of the Bank unless and until the first time at M9 b/ S P0 l! `0 ]
which the Board of Directors has not declared the whole dividend on the
+ h7 v) Q/ @3 x# q( ^8 TPreferred Shares Series 18 in any quarter. In that event, subject as
. r7 M6 {% @. r l, thereinafter provided, the holders of Preferred Shares Series 18 will be# Q( E2 ~$ j" Q) O+ D) p. G
entitled to receive notice of, and to attend, meetings of shareholders at which3 H9 m1 F8 V! H
directors of the Bank are to be elected and will be entitled to one vote for
. f# r* j1 a+ Teach Preferred Share Series 18 held. The voting rights of the holders of the
) V/ X6 v. i' D: Z6 [& yPreferred Shares Series 18 will forthwith cease upon payment by the Bank of2 N3 `* _4 Y$ R, k
the first dividend on the Preferred Shares Series 18 to which the holders are) d! `) e8 }; R: a/ k9 S
entitled thereunder subsequent to the time such voting rights first arose until
2 G+ p" |5 o' V: j) qsuch time as the Bank may again fail to declare the whole dividend on the2 R' R6 q" I9 A! `( U# v/ c) g5 L% D
Preferred Shares Series 18 in respect of any quarter, in which event such
/ B x! i6 D3 @# s8 i/ tvoting rights will become effective again and so on from time to time.6 b4 ~3 G) G, ~' K
Principal Characteristics of the Preferred Shares Series 19
( o6 T( C% C. D! D$ K, m3 [# ~* o0 UDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
; F8 Q+ P/ u4 ]6 h& sfloating rate non-cumulative preferential cash dividends, as and when. j) P6 o0 B1 x4 w! S+ Q' q3 x
declared by the Board of Directors, subject to the provisions of the Bank Act,# I6 Q0 R) |- h4 ^! B
payable quarterly on the 25th day of February, May, August and November! y7 G9 E' f. |" P
in each year, in the amount per share determined by multiplying the
1 B8 I& |. T* X7 b, C2 U$ [applicable Quarterly Floating Dividend Rate by $25.00.
5 ~/ B, |! x# q( jOn the 30th day prior to the commencement of the initial quarterly dividend
- v0 [% x0 n6 bperiod beginning on February 25, 2014, and on the 30th day prior to the first
2 L; t' h( [5 b/ z0 A& ]* ?day of each subsequent quarterly dividend period (the initial quarterly) m$ P; b, K! L1 ^
dividend period and each subsequent quarterly dividend period is referred to a7 X( J) G8 L0 j, j6 e
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
( B0 V2 n0 U( L0 nQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate* ] O3 E+ H7 J
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
8 G& i6 E3 V2 f; { C) ^" ]8 DT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
C b" H* L' T Y, J' Velapsed in the applicable Quarterly Floating Rate Period divided by 365)
6 f/ }& Q E" B9 qdetermined on the 30th day prior to the first day of the applicable Quarterly
# o! \% J2 O% r% d6 Q/ jFloating Rate Period.3 ]* _1 b1 b2 s, _- Y+ w
S-52 w& j3 a$ e2 C8 h" \/ Z; h
If the Board of Directors does not declare a dividend, or any part thereof, on
" w) @" ]+ M; P" ]+ athe Preferred Shares Series 19 on or before the dividend payment date for a
) [, o8 J5 `- ?3 R# Q" nparticular quarter, then the entitlement of the holders of the Preferred
5 Q" f0 B5 Q/ v0 p/ ^. rShares Series 19 to receive such dividend, or to any part thereof, for such* _) M& l- B) S. D4 m& A; k$ f8 a
quarter will be forever extinguished.
& z% `- s0 N, N- m0 gRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 u9 G3 z3 _ D" P, _Superintendent and to the provisions described below under the heading1 ^# @* A9 m' G. g1 K
‘‘Details of the Offering — Certain Provisions of the Preferred Shares5 D8 \7 c* \- X
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
( f7 \8 P2 Y. c4 C1 qon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
2 |; r9 i. b* g' G4 Cor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
( J% r, y5 s* `- Z0 s/ }4 O/ ioption without the consent of the holder, by the payment of an amount in d/ x- U6 r) Q6 j% e/ }
cash for each such share so redeemed of (i) $25.00 together with all declared, M6 y- E0 b5 [. a( }
and unpaid dividends to the date fixed for redemption in the case of
- }% h! n4 r' ~4 h% X5 d2 Uredemptions on February 25, 2019 and on February 25 every five years
7 w- O% n7 a, N! G1 Xthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
1 f0 M5 W! G ~the date fixed for redemption in the case of redemptions on any other date& z$ h7 f, ]! L2 Y
on or after February 25, 2014.
9 ~9 F4 ?, @. j' h0 b0 B) }0 ?! m5 JConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic- M* Z8 @ G2 y$ V$ J5 d
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have# S0 L3 I# s" a* B2 |
the right, at their option, to convert, on February 25, 2019 and on
4 a1 z" i- V `/ X3 e4 W/ NFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any' H2 k. n- z& q' W6 ?$ y
or all of their Preferred Shares Series 19 into an equal number of Preferred
* n: B9 `* m1 nShares Series 18 upon giving to the Bank written notice thereof not earlier
3 B* `2 v6 Q: b* l Sthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the# S9 ~9 s' H. f+ A; y5 K3 U
15th day preceding, a Series 19 Conversion Date.5 S0 b$ Q0 k H' x( u9 x- K, U, n1 U
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
6 e' O5 w9 x _: {5 \" [; NProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares0 S, p7 F) y6 z, Y9 W
Series 18, as the case may be, that there would be outstanding on such
! I4 q; v( A! l1 B4 i& q9 eSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,3 A/ ]# ^4 f i$ t
such remaining number of Preferred Shares Series 19 will automatically be
& M1 |0 \: X4 d/ O$ s! kconverted on such Series 19 Conversion Date into an equal number of: H. r- g5 n: v+ G. k8 B" K# W
Preferred Shares Series 18. Additionally, if the Bank determines that, after9 Q' N# x6 S, f8 m* O
conversion, there would be outstanding on such Series 19 Conversion Date9 I/ h3 w3 {- Q! I7 p, _# y
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
( a- \, ? @6 U( G. k' lSeries 19 will be converted into Preferred Shares Series 18.
6 h, N! V* S7 L0 O7 {Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares& k% L$ f' u+ Q% c+ Y3 G
Series 19 will not be entitled as such to receive notice of, attend, or vote at,4 G: \/ `( E9 L# y7 v* z# a* t2 X3 }
any meeting of the shareholders of the Bank unless and until the first time at2 ^, P; n- A$ |, z2 o+ J+ V
which the Board of Directors has not declared the whole dividend on the
+ `$ B& ^" D: u9 E# G# pPreferred Shares Series 19 in any quarter. In that event, subject as
! t8 R3 N, _) ]# D7 d$ {hereinafter provided, the holders of Preferred Shares Series 19 will be! c! H3 Z* G3 l$ n
entitled to receive notice of, and to attend, meetings of shareholders at which: i- | L; H& k
directors of the Bank are to be elected and will be entitled to one vote for
# ^4 D# b* o0 V, h3 j9 Z1 R4 leach Preferred Share Series 19 held. The voting rights of the holders of the6 l. e- g5 @6 Q2 O6 x. q M4 M
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of) B$ T8 u; u2 e! |8 t/ v- n
the first dividend on the Preferred Shares Series 19 to which the holders are/ V% Y/ G- ^4 [( ]$ q2 n/ N g
entitled thereunder subsequent to the time such voting rights first arose until, h# W2 e9 }* P/ e( {+ O5 E
such time as the Bank may again fail to declare the whole dividend on the4 C4 q" L8 ]% Y9 e; R7 G+ L
Preferred Shares Series 19 in respect of any quarter, in which event such
" X, B, {# K. I+ i D b5 Svoting rights will become effective again and so on from time to time.
0 |6 C4 q0 o# i2 C8 x- F% k. ]5 b( y' [; WS-6) k0 t5 r, [, X! P" k
Priority: The preferred shares of each series of the Bank will rank on a parity with% Q) ^+ [ N: {* U( [
every other series and are entitled to preference over the common shares of- G% [( \$ r1 ?9 R
the Bank and over any other shares of the Bank ranking junior to the- W3 [2 H" n! G( Y8 o
preferred shares with respect to the payment of dividends and upon any
2 X- y$ g: P+ Y7 v' {" k4 Wdistribution of assets in the event of the liquidation, dissolution or2 s1 Z* f- D, n
winding-up of the Bank.* }$ ]4 V0 z% v0 c& ~ l% I
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under& m. K/ U0 s* F
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares" h" N. M% @8 _; U: T3 K4 e* W6 l+ A
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
) p' r$ c8 N. f. _0 {dividends received on such shares under Part IV.1 of such Act. |
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