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发表于 2008-11-29 16:58
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下面是BMO的:1 ~6 p( T9 Y3 w' c5 P
SUMMARY OF THE OFFERING0 ~; Y5 W/ j+ s2 |" Y( L! `
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’’.
/ q& y o+ H/ jIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
2 a, s* r7 M# N- ]; q/ k6 lAmount: $150,000,000 (6,000,000 shares).
, c; O0 `8 K: FPrice and Yield: $25.00 per share to yield initially 6.50% per annum.' K% \4 C; E2 s l
Principal Characteristics of the Preferred Shares Series 18
9 k; j" _& J5 _5 Z% `! v, qDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed; ]3 L$ X/ ]; K6 C
non-cumulative preferential cash dividends, as and when declared by the+ D: u, ^# M! o8 _/ l; [, D
Board of Directors, subject to the provisions of the Bank Act, for the initial
8 `0 {& e& L$ n7 L Mperiod commencing on the closing date and ending on and including/ ?0 M& j% r+ u8 j9 {) Z
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
9 U/ L* b$ {/ u% X! L25th day of February, May, August and November in each year, at a rate
: }% \1 ]* ^ X9 W4 j9 Requal to $0.40625 per share. The initial dividend, if declared, will be payable
& _4 r- J5 q6 }8 lMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
5 s2 ]/ a! M A0 X gdate of December 11, 2008.# i* P5 B4 _; U2 E8 D5 i, w
For each five-year period after the Initial Fixed Rate Period (each, a
5 O# L1 `% e( j9 P" @3 p‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares9 a E! I/ \/ S3 P$ ^" e. y
Series 18 will be entitled to receive fixed non-cumulative preferential cash( ^$ S9 B7 S9 D' a5 @1 ~
dividends, as and when declared by the Board of Directors, subject to the
9 Q8 W0 k$ W/ l8 L2 H0 f5 {provisions of the Bank Act, payable quarterly on the 25th day of February,
. i. H1 S9 K3 p [2 z# gMay, August and November in each year, in the amount per share per annum7 L! K; D8 Z) ~" u* q' T
determined by multiplying the Annual Fixed Dividend Rate applicable to
) O- V. h0 m1 v' [; nsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
2 K: z) f6 ]3 ^$ P! vRate for the ensuing Subsequent Fixed Rate Period will be determined by the
4 E0 n7 i. W! y1 y" n6 f; ?* ZBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
. |0 g! |9 ], i; p w5 xof such Subsequent Fixed Rate Period and will be equal to the sum of the
S7 s, M4 l$ J0 lGovernment of Canada Yield on the applicable Fixed Rate Calculation Date. f- h A+ E9 Z+ T* Y; g" B
plus 3.83%.5 j9 r9 K m6 |. \
If the Board of Directors does not declare a dividend, or any part thereof, on
' Q% m/ ^$ k! A3 G8 J; H6 Fthe Preferred Shares Series 18 on or before the dividend payment date for a
% m% g2 K4 z/ X b/ G* ^: Dparticular quarter, then the entitlement of the holders of the Preferred1 i M8 Y6 g2 |& j5 h9 e6 d
Shares Series 18 to receive such dividend, or to any part thereof, for such4 a3 S4 I* T4 ^/ o0 `
quarter will be forever extinguished.
2 \% e; b; ^0 U; o: sRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
5 ^& Q$ N2 m- }! }Superintendent and to the provisions described below under ‘‘Details of the
+ A, |" y* M+ z' o1 Z( dOffering — Certain Provisions of the Preferred Shares Series 18 as a
+ |4 U; z, Z0 S) B. I' JSeries — Restrictions on Dividends and Retirement of Shares’’, on
8 [7 X: b/ X b, aFebruary 25, 2014 and on February 25 every five years thereafter, on not
. d7 q R+ s1 D& {more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
# X. Z) u$ n" wpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
) e8 H+ K4 d0 Kwithout the consent of the holder, by the payment of an amount in cash for) u$ U) M0 H8 a1 U' [# L! y
each such share so redeemed of $25.00 together with all declared and unpaid/ u8 ]$ _- t) n
dividends to the date fixed for redemption.# x5 |4 n8 c w$ @$ v3 {
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
9 F2 c9 P& z6 t$ \5 p* fShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
7 j4 z5 ~1 M% K1 Q7 h: Ythe right, at their option, to convert, on February 25, 2014 and on1 r# U' M& @0 m5 i8 P% D# n5 O
S-4
( ]; F# J& L1 cFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
8 `, H" P/ ~9 z! I* Z0 Wor all of their Preferred Shares Series 18 into an equal number of Preferred
% b0 D: T0 k0 u0 q; S8 O) KShares Series 19 upon giving to the Bank notice thereof not earlier than
. y p/ M5 H" i3 {6 s0 `' `$ S30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day) s w; L v* G. B5 L* q
preceding, a Series 18 Conversion Date.5 b/ R) S1 u2 B, C- w% D
Automatic Conversion If the Bank determines, after having taken into account all shares tendered$ f2 _# f# z7 _. x! p
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
" t) C6 q) v. v/ g: U& X) mSeries 19, as the case may be, that there would be outstanding on such% s* x# s, c7 o7 T1 ]( c0 y
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,/ J; c5 i @" e& w# L, ]% p _) E
such remaining number of Preferred Shares Series 18 will automatically be& K: @4 p% Y9 X8 j8 }6 _* ~
converted on such Series 18 Conversion Date into an equal number of
4 l8 c& F7 J4 w6 Y+ wPreferred Shares Series 19. Additionally, if the Bank determines that, after9 x7 `5 u: X4 @: q" ~7 ^2 f
conversion, there would be outstanding on such Series 18 Conversion Date$ ^; v3 y7 r- O P
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
4 z% o! G; _! B% zSeries 18 will be converted into Preferred Shares Series 19.* H5 Y$ e0 g# T" O
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 O/ P4 ^6 L4 j8 X: b9 l7 Q
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
8 i& c% Y; X" X7 L' {! iany meeting of the shareholders of the Bank unless and until the first time at
$ k) B6 v7 w E; J& _6 @0 Y( \which the Board of Directors has not declared the whole dividend on the
' J- A. c- O+ q4 q4 S# FPreferred Shares Series 18 in any quarter. In that event, subject as
2 f7 v3 x% Q3 ~; ] ^ Shereinafter provided, the holders of Preferred Shares Series 18 will be! m" S! L& N$ X) F
entitled to receive notice of, and to attend, meetings of shareholders at which
2 q z* p, c7 [8 Q% i7 Ddirectors of the Bank are to be elected and will be entitled to one vote for
% G3 g- | s5 N- Veach Preferred Share Series 18 held. The voting rights of the holders of the
1 i0 d. m# G1 n& E3 i+ A4 HPreferred Shares Series 18 will forthwith cease upon payment by the Bank of, ?8 O6 x, Z7 |
the first dividend on the Preferred Shares Series 18 to which the holders are
/ ]0 v' [* b! A; O4 W- m# bentitled thereunder subsequent to the time such voting rights first arose until- L& B. }) c; J+ c/ z. T) T/ |, H
such time as the Bank may again fail to declare the whole dividend on the
% N) A" c: Y1 lPreferred Shares Series 18 in respect of any quarter, in which event such$ @& L5 T" P/ h
voting rights will become effective again and so on from time to time.
7 ~+ y. [6 ^# W- F" ~Principal Characteristics of the Preferred Shares Series 19
+ D% X, K4 R% g7 Q" @6 DDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
2 U$ i: Q/ v h9 l1 V+ Sfloating rate non-cumulative preferential cash dividends, as and when
1 H3 A6 r* y9 n7 Fdeclared by the Board of Directors, subject to the provisions of the Bank Act,- k5 R* F- V: J9 q
payable quarterly on the 25th day of February, May, August and November7 [+ q, Z m; \) A5 G( ]! ?
in each year, in the amount per share determined by multiplying the$ X: C, h1 Z2 N
applicable Quarterly Floating Dividend Rate by $25.00.( H9 Z2 H8 D1 y) T( m x# h
On the 30th day prior to the commencement of the initial quarterly dividend
; _1 w6 s+ a/ n1 [period beginning on February 25, 2014, and on the 30th day prior to the first1 f" q9 K, g% h* X' P7 b4 n) E6 W
day of each subsequent quarterly dividend period (the initial quarterly3 |0 I+ g* u5 R0 u% x9 q) E- n
dividend period and each subsequent quarterly dividend period is referred to2 ~/ r9 E: x0 ^
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
* N- A) p1 m3 Q9 \6 lQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
; M% Z" W0 | N/ a: Z( e7 X- ~Period. The Quarterly Floating Dividend Rate will be equal to the sum of the( \+ K2 F3 U1 i" o- N3 q
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days' y0 v' o R* l1 c4 F
elapsed in the applicable Quarterly Floating Rate Period divided by 365)4 {0 e' i& ~) @7 L
determined on the 30th day prior to the first day of the applicable Quarterly$ u" ~& V* _5 j: [" W( ?" C
Floating Rate Period.
, b- \ ^; }9 u: x4 Y% x" \) CS-5
7 D3 M5 Y0 v/ ^6 R+ q, _5 sIf the Board of Directors does not declare a dividend, or any part thereof, on
( s% e5 J9 Y% S# |6 z: S) qthe Preferred Shares Series 19 on or before the dividend payment date for a* d7 e! g6 L$ h, F
particular quarter, then the entitlement of the holders of the Preferred
7 U9 s/ \+ u& z1 ^Shares Series 19 to receive such dividend, or to any part thereof, for such3 i$ d6 d0 L4 e3 S1 f2 f1 U0 o: H5 \
quarter will be forever extinguished.7 W" U# x y. S7 |1 Y# w1 Y- U
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
O1 M2 L7 q- g& {% GSuperintendent and to the provisions described below under the heading6 D& e# v) }7 q& g" W. J: |
‘‘Details of the Offering — Certain Provisions of the Preferred Shares0 R- a6 n6 R5 Q7 w
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
4 X5 V: [( g$ Z7 P: }on not more than 60 nor less than 30 days’ notice, the Bank may redeem all& l+ ?1 i% ]7 n+ ^$ Q, x- c
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s. S0 c3 a# A+ q: ^' |# }7 Y: P2 }
option without the consent of the holder, by the payment of an amount in1 A; r3 I2 c8 w! {! k) }. G: g: S
cash for each such share so redeemed of (i) $25.00 together with all declared+ y' c! V6 X+ f( V" d1 T) C
and unpaid dividends to the date fixed for redemption in the case of0 y q* N$ f; l: s
redemptions on February 25, 2019 and on February 25 every five years2 W. z4 i$ ?1 I1 o2 z
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to$ g* d$ f2 g) G5 _# f
the date fixed for redemption in the case of redemptions on any other date/ n* G: H" i, p6 x1 u
on or after February 25, 2014.' |$ N H$ p+ A. m
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic& Z E7 W' k3 Z/ |
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have8 m" x* @6 p4 A, y& I
the right, at their option, to convert, on February 25, 2019 and on0 _! T8 N2 ]2 S' d7 |6 c# M
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
! a3 }4 V( C' N6 k4 \0 e, por all of their Preferred Shares Series 19 into an equal number of Preferred
9 Q0 a% {$ m6 ?( z0 O3 [2 SShares Series 18 upon giving to the Bank written notice thereof not earlier; l- T6 Q5 G. @+ W1 N1 ]
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
1 S# M2 Q7 o6 l15th day preceding, a Series 19 Conversion Date.+ U; P; \# M1 P" f/ @) U
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
# B3 |0 z# h5 ? q) O C7 }: h9 _Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
0 d8 F4 t; ]2 F2 D; eSeries 18, as the case may be, that there would be outstanding on such0 t& c, ^6 D2 C4 ?
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,5 e8 O& y8 a9 w+ ~! X4 U
such remaining number of Preferred Shares Series 19 will automatically be
$ E7 P3 M" T. u! Fconverted on such Series 19 Conversion Date into an equal number of
) c$ n7 x; \- F. a! w+ }Preferred Shares Series 18. Additionally, if the Bank determines that, after+ q% l' L" i! |& v! G6 r- |! h
conversion, there would be outstanding on such Series 19 Conversion Date
/ B! y* D3 d* m- F' A/ u5 b/ ~; n I' tless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
/ m- ]' I4 d1 G. j; [( ?! ySeries 19 will be converted into Preferred Shares Series 18.
5 A( e- U9 I: C5 }$ QVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares9 t' K$ L0 X# \$ J
Series 19 will not be entitled as such to receive notice of, attend, or vote at,9 E" b. K8 L" d, Q9 c
any meeting of the shareholders of the Bank unless and until the first time at! V; P5 A- g# `* S
which the Board of Directors has not declared the whole dividend on the
3 m% \* p7 K0 `2 PPreferred Shares Series 19 in any quarter. In that event, subject as }0 q+ x" _# h! G
hereinafter provided, the holders of Preferred Shares Series 19 will be
4 t8 D- Y, h* t5 ]entitled to receive notice of, and to attend, meetings of shareholders at which
8 j3 ? G. H6 D4 G+ f5 W' Kdirectors of the Bank are to be elected and will be entitled to one vote for8 r, l8 l# ~: x. L
each Preferred Share Series 19 held. The voting rights of the holders of the4 w* G3 V4 B, h6 k7 C9 \# v% H
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
* G5 Q9 |* m( l' N) B/ |; y2 |the first dividend on the Preferred Shares Series 19 to which the holders are
4 I( p1 }1 c4 b% W5 q( K1 Bentitled thereunder subsequent to the time such voting rights first arose until6 [5 Y9 u8 [# k9 @' S
such time as the Bank may again fail to declare the whole dividend on the
1 I. Y- W+ |( b1 N# ^Preferred Shares Series 19 in respect of any quarter, in which event such
0 }& q2 F" g! ovoting rights will become effective again and so on from time to time./ g O5 q% h2 \- v0 {, _, V
S-6
. s; l( [( p+ _Priority: The preferred shares of each series of the Bank will rank on a parity with
" Y9 M7 ]7 t5 M3 y& [) @2 yevery other series and are entitled to preference over the common shares of% U# f' p0 `; B2 y% E; k
the Bank and over any other shares of the Bank ranking junior to the
) |5 r8 a# s9 S6 J h: T. u6 spreferred shares with respect to the payment of dividends and upon any
+ Y7 s" P- }0 M: I+ B; Adistribution of assets in the event of the liquidation, dissolution or
, y0 p# X2 o k2 |winding-up of the Bank.
# Z F! h. \& V2 K4 o# iTax on Preferred Share The Bank will elect, in the manner and within the time provided under
+ `$ `2 j9 @( O( T3 Y# b2 ?+ Z" XDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
2 M1 a$ I+ L a2 qSeries 18 and Preferred Shares Series 19 will not be required to pay tax on4 o; s8 \! a1 b H; Q J: B
dividends received on such shares under Part IV.1 of such Act. |
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