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发表于 2008-11-29 16:58
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下面是BMO的:
1 X$ B0 G# W, y; ?SUMMARY OF THE OFFERING
6 J. b0 Q9 \8 ~' r0 zThis 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’’.% I0 }$ M8 G- c6 U, h7 @
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
* N: L/ W9 u+ Y7 C9 t; E- n0 TAmount: $150,000,000 (6,000,000 shares).
% P8 C) _1 F, \Price and Yield: $25.00 per share to yield initially 6.50% per annum.
; q6 x8 ^" ^2 A% W' _. sPrincipal Characteristics of the Preferred Shares Series 18) x! z# j& M, [/ Q) m5 `
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed7 ~3 F. _( G0 n: ~4 E( G
non-cumulative preferential cash dividends, as and when declared by the
! ?6 ]! U1 P$ r) K& s8 H; rBoard of Directors, subject to the provisions of the Bank Act, for the initial! r, d/ z0 d) p# N2 I6 D
period commencing on the closing date and ending on and including
6 d I) Q. e4 AFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the: V9 m U& e( v; x- i' U
25th day of February, May, August and November in each year, at a rate( s5 o* T0 |$ }1 k: J
equal to $0.40625 per share. The initial dividend, if declared, will be payable
5 ] x9 ^0 Y% W4 l; h" B/ UMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing. z% A" t6 a" Z' @0 t8 M' J
date of December 11, 2008.3 L$ s/ O( p) I% O$ M/ i
For each five-year period after the Initial Fixed Rate Period (each, a1 ~8 K+ R* [% Q/ y4 h3 D6 \. o# I
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares; F6 w9 @+ M- Z- A
Series 18 will be entitled to receive fixed non-cumulative preferential cash
! q( S k" C$ M- }) x% l1 i# J2 jdividends, as and when declared by the Board of Directors, subject to the7 }* e+ Y+ e. U: h4 w
provisions of the Bank Act, payable quarterly on the 25th day of February,
7 w, Y3 z5 t: E1 O# O9 c# J( [" D% R) BMay, August and November in each year, in the amount per share per annum: H/ W7 N5 k) H/ l: q8 P0 x
determined by multiplying the Annual Fixed Dividend Rate applicable to8 J3 d2 u) U% \! }# ]7 M
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend- O/ `" E" b: N9 u
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the$ Z$ ^' \) a, f$ ?# `3 ]
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day0 E8 j4 k! J$ S+ a
of such Subsequent Fixed Rate Period and will be equal to the sum of the
5 l5 c! v, ^7 }+ C; AGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
+ {1 m( G3 N( T& a3 [! V% J2 u1 Cplus 3.83%.
3 V B6 Y' L% l- m& ^. Y+ `3 L: x# |If the Board of Directors does not declare a dividend, or any part thereof, on
. A4 g# H2 Y9 x, gthe Preferred Shares Series 18 on or before the dividend payment date for a/ ^9 Q' W4 S& C: U# m
particular quarter, then the entitlement of the holders of the Preferred( `4 ?. Y- g* g! t8 K
Shares Series 18 to receive such dividend, or to any part thereof, for such
' ]' |/ Q/ q* gquarter will be forever extinguished.6 K( b9 r6 ]' E0 p% Z; r( f
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the1 F* b* i% G. r* _6 n4 I
Superintendent and to the provisions described below under ‘‘Details of the- `& W! e- ]# m7 L/ M& V; j' D
Offering — Certain Provisions of the Preferred Shares Series 18 as a( _2 H' E+ E7 L! O6 z8 ~
Series — Restrictions on Dividends and Retirement of Shares’’, on
" |. e" v9 \: j% S$ ^" o" XFebruary 25, 2014 and on February 25 every five years thereafter, on not' w' |( e" F: D6 M$ _1 t9 O0 ^- o
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any6 s/ _9 X) X/ a/ ~. m7 U f+ F- `
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
0 a( \2 m5 @5 \6 o8 v+ f, }without the consent of the holder, by the payment of an amount in cash for# [% T$ Y) i( e( X. x
each such share so redeemed of $25.00 together with all declared and unpaid
3 k% o/ F( j+ _* n9 mdividends to the date fixed for redemption.. `/ S7 f' W% s" V- v: f
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic! @( e( X! y/ e; G) }" X; v( f
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have' s) k" T1 r3 E4 ?* e0 O, X) }' {
the right, at their option, to convert, on February 25, 2014 and on
$ _8 Q6 j" S% P+ ^S-4
# E5 v& }' q6 ~+ bFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
. v5 l/ r8 K) Cor all of their Preferred Shares Series 18 into an equal number of Preferred& A5 d' y4 \9 a
Shares Series 19 upon giving to the Bank notice thereof not earlier than
# [1 K) u$ Z$ Q, y' Y5 X, l% q30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
A# \* O* h9 X* ?! h) @# g* Jpreceding, a Series 18 Conversion Date.1 J4 i! G3 V. v o4 s
Automatic Conversion If the Bank determines, after having taken into account all shares tendered5 ?( _9 i0 G- x# Y+ w) U- K
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares8 K2 d5 m% l' z- T
Series 19, as the case may be, that there would be outstanding on such$ ?. N3 u8 z$ U9 k# B" v. I) w$ }
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,7 d& I/ X* i& s: ]
such remaining number of Preferred Shares Series 18 will automatically be* E9 _. z$ I, M; r$ ?& _
converted on such Series 18 Conversion Date into an equal number of0 o- n4 _" C* W
Preferred Shares Series 19. Additionally, if the Bank determines that, after
! `" y4 s0 Z" {7 P" j, fconversion, there would be outstanding on such Series 18 Conversion Date1 k, f3 p+ T' s" ]
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
: a3 Q1 K) }1 X. RSeries 18 will be converted into Preferred Shares Series 19.; y' P. D4 E8 P, j% a4 @6 v, [( v$ r
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 I. U( c' Y/ Z% B) K: E8 YSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
; F, Z0 x# c4 Z3 V' M4 fany meeting of the shareholders of the Bank unless and until the first time at
, o0 ^2 @; o: ^) D0 Ywhich the Board of Directors has not declared the whole dividend on the4 _% U. V$ L- D) U
Preferred Shares Series 18 in any quarter. In that event, subject as
' z. m4 l/ |) h9 Chereinafter provided, the holders of Preferred Shares Series 18 will be
) L1 P! n4 ?' _& [7 \entitled to receive notice of, and to attend, meetings of shareholders at which
& u3 a `2 {8 Y' o8 k( Y( W) Jdirectors of the Bank are to be elected and will be entitled to one vote for
6 s4 s1 E. s, Jeach Preferred Share Series 18 held. The voting rights of the holders of the
; m) q' q; E; K, X: e- B. v. A) ~8 rPreferred Shares Series 18 will forthwith cease upon payment by the Bank of* R- s0 d% F/ @- \ i
the first dividend on the Preferred Shares Series 18 to which the holders are
; P; X0 ]) a& p& w- C3 x Ientitled thereunder subsequent to the time such voting rights first arose until4 Y6 D6 P4 G# V9 V3 C
such time as the Bank may again fail to declare the whole dividend on the
# H" f% v: }; K8 P+ QPreferred Shares Series 18 in respect of any quarter, in which event such
0 q. y, v9 _) `% O4 r5 E A& vvoting rights will become effective again and so on from time to time.
2 R3 y+ S7 ~' y5 N" K" DPrincipal Characteristics of the Preferred Shares Series 19
6 O) F) \9 r% k, P, V2 BDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
0 t j) Z- Y6 ]; ?2 I6 h6 G. Y; @floating rate non-cumulative preferential cash dividends, as and when
9 L1 k( O) z Bdeclared by the Board of Directors, subject to the provisions of the Bank Act, ^$ z! O7 t% m, S( Z7 `
payable quarterly on the 25th day of February, May, August and November/ B4 T* A- \; }" h* `( v2 u1 n1 A8 c
in each year, in the amount per share determined by multiplying the0 B: l' V4 A. g
applicable Quarterly Floating Dividend Rate by $25.00.5 i/ a% A! P4 _
On the 30th day prior to the commencement of the initial quarterly dividend$ D1 V8 [: |8 ]5 p
period beginning on February 25, 2014, and on the 30th day prior to the first
, W' \& V9 Y+ u6 l7 O3 Xday of each subsequent quarterly dividend period (the initial quarterly
! E6 g- ~ `5 y$ b$ mdividend period and each subsequent quarterly dividend period is referred to
( x' N1 K( e5 c \3 D5 \ Kas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
1 N1 u: v! [# _& }Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
! g, ^' G4 @, h RPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the0 o$ j8 E* d5 G$ l8 L
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days n" j; e+ b$ S5 ?. e# n: x" @
elapsed in the applicable Quarterly Floating Rate Period divided by 365) I o4 l9 X# s( P
determined on the 30th day prior to the first day of the applicable Quarterly
! k9 O$ b' [# h( ], MFloating Rate Period.' x) J' \: `; u3 }7 ]$ z# a7 Q
S-5
/ J1 F5 [5 a* o+ `: XIf the Board of Directors does not declare a dividend, or any part thereof, on) \2 L& |- P- r/ ^$ G! I+ |
the Preferred Shares Series 19 on or before the dividend payment date for a& W" V8 F5 v( Q1 V1 P
particular quarter, then the entitlement of the holders of the Preferred* P6 J+ s+ n; v; p1 a% U
Shares Series 19 to receive such dividend, or to any part thereof, for such( s6 |% x9 A3 k9 L8 P
quarter will be forever extinguished.
& b+ r! `! a1 X4 @. E, wRedemption: Subject to the provisions of the Bank Act and to the prior consent of the+ J9 f& B" N+ B2 x! e6 U3 d @
Superintendent and to the provisions described below under the heading2 V V' {4 Y7 @
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
2 l% f* Z. y, [. ^2 _5 d ?) zSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,0 M3 k& g5 o; m* V- u3 t5 O1 F
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
p ]4 u1 g0 Aor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
1 ?: I' R: S+ H; m. ?0 }$ Y: coption without the consent of the holder, by the payment of an amount in* }: P' F# t; R! X" M3 d$ \& K) a
cash for each such share so redeemed of (i) $25.00 together with all declared
: J3 s4 V* Y) |and unpaid dividends to the date fixed for redemption in the case of
/ \, w0 \5 l6 [0 Z0 p, I1 wredemptions on February 25, 2019 and on February 25 every five years0 p9 Q) T/ P& O, Y1 Q7 |
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
* {7 s/ n7 E& c" _% othe date fixed for redemption in the case of redemptions on any other date$ m5 U0 a+ G& ~2 P; H# |6 \
on or after February 25, 2014.
" O D1 y S& v# A! w) u; k, lConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic8 L7 Q# S, x* U; t$ _3 X
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
+ O1 M" |* Q9 w& }; G( fthe right, at their option, to convert, on February 25, 2019 and on1 l. {" l6 K! z6 y
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any! ]6 l+ ~% b& S
or all of their Preferred Shares Series 19 into an equal number of Preferred
& Z2 b6 { _* }" y* b0 p/ _9 XShares Series 18 upon giving to the Bank written notice thereof not earlier1 t* I a% Z0 c6 ~2 @8 z
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
" K4 y" q1 `# a+ d' t) v15th day preceding, a Series 19 Conversion Date.
, L! Q! |% y0 x# `) g' w& _2 H, LAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
/ G" E" U( v" q AProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
: X) u) r6 Y5 T( y7 W: _, lSeries 18, as the case may be, that there would be outstanding on such
; u. _7 Y: F) s( n- oSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
( x& f8 r& ]6 | W! G* r! Zsuch remaining number of Preferred Shares Series 19 will automatically be# ?' S, D5 d% R7 P4 z* h
converted on such Series 19 Conversion Date into an equal number of
8 x9 s" A$ C9 R3 EPreferred Shares Series 18. Additionally, if the Bank determines that, after
# B; {! h: x( Y, @conversion, there would be outstanding on such Series 19 Conversion Date% i5 s7 M! H& U
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
3 p. N- i7 `" V$ J( u5 V) ySeries 19 will be converted into Preferred Shares Series 18. y3 E+ C. P( L' `7 C) @/ @) Z6 w
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
$ q3 n/ h2 P4 i/ n- ~Series 19 will not be entitled as such to receive notice of, attend, or vote at,6 D3 x. L9 _+ C+ Z% G
any meeting of the shareholders of the Bank unless and until the first time at
) A. m# J& B8 K; d6 K/ Swhich the Board of Directors has not declared the whole dividend on the) z, ?$ ~" |/ q* {6 W
Preferred Shares Series 19 in any quarter. In that event, subject as
0 g! B' R: K; q$ Q' n7 Thereinafter provided, the holders of Preferred Shares Series 19 will be
- n7 @4 u, m1 i, G0 m$ T" qentitled to receive notice of, and to attend, meetings of shareholders at which/ ?; Z8 G9 r6 W+ }( f
directors of the Bank are to be elected and will be entitled to one vote for
! g( S0 C4 l4 V* h, r' k( t# {each Preferred Share Series 19 held. The voting rights of the holders of the
1 S& X0 c% j4 s7 V7 |Preferred Shares Series 19 will forthwith cease upon payment by the Bank of$ M6 e# W) j; D9 r
the first dividend on the Preferred Shares Series 19 to which the holders are
) g1 m% t; R+ y/ [0 [' ~5 aentitled thereunder subsequent to the time such voting rights first arose until
; `: R) H! `- I$ Z1 ]1 S: L3 Dsuch time as the Bank may again fail to declare the whole dividend on the
: f& _* W/ e/ oPreferred Shares Series 19 in respect of any quarter, in which event such% p3 p# t* |+ R; |+ l6 L9 C- t% ]
voting rights will become effective again and so on from time to time.
" d% u. m& N) k0 n: US-6! E' C9 Y2 A ~& ]/ u2 A" W, g
Priority: The preferred shares of each series of the Bank will rank on a parity with. C2 w; Z4 n' j" g4 \1 J
every other series and are entitled to preference over the common shares of
. S7 c2 p+ p$ d! v/ ?the Bank and over any other shares of the Bank ranking junior to the
! a* |5 s4 L7 }5 F# c+ gpreferred shares with respect to the payment of dividends and upon any
9 V) M# W! S% n8 Gdistribution of assets in the event of the liquidation, dissolution or
* }, f& Y% e8 |; y Lwinding-up of the Bank.
: ~/ f: x. i' ~6 H K3 C% u% G0 ?Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
5 C8 H$ s# [4 D SDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares- u* ^2 R* _, X; o0 P5 D1 f2 Q% \# a. t
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
0 T7 C2 O2 X) k1 P a3 Wdividends received on such shares under Part IV.1 of such Act. |
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