 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:8 h( \0 Q- y, b2 F' o
SUMMARY OF THE OFFERING' H* S/ [+ K( `2 T8 r" R4 X7 d' X2 E
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’’.
5 d' f! G# f/ J" w7 n9 dIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.# G8 W+ [* H5 w1 s# V4 z: C* V
Amount: $150,000,000 (6,000,000 shares).9 y* H: U1 V5 ~
Price and Yield: $25.00 per share to yield initially 6.50% per annum.7 N3 z( K; W3 k' v9 W
Principal Characteristics of the Preferred Shares Series 18
( V( Q D! k# }9 ~' I4 y' Q9 @Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed8 l& B+ c+ |- U, C
non-cumulative preferential cash dividends, as and when declared by the$ N( w9 C" Q, Q8 V0 y% v) }
Board of Directors, subject to the provisions of the Bank Act, for the initial, g" G2 T1 v5 ~4 L, _& x
period commencing on the closing date and ending on and including
' @! j0 Q, v: M% V+ A) UFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
. Z/ r Q/ K5 C9 `6 a/ O- b25th day of February, May, August and November in each year, at a rate
. B9 K3 } }) ~( [$ P; J8 C+ Yequal to $0.40625 per share. The initial dividend, if declared, will be payable
) Q4 B8 G1 K$ T, yMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
$ t2 g5 _6 w6 N( S+ Z0 I/ @3 ?date of December 11, 2008.
7 j# y$ V* }, s9 Q' o, YFor each five-year period after the Initial Fixed Rate Period (each, a0 _! Z2 d9 ]) I) J; _# r; z
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares$ w% I; r8 k+ H0 Z3 R3 h
Series 18 will be entitled to receive fixed non-cumulative preferential cash
! { l' s; b1 W' j4 }' sdividends, as and when declared by the Board of Directors, subject to the7 \' u G/ D; i% a- c+ x: M. j9 t
provisions of the Bank Act, payable quarterly on the 25th day of February,
7 k3 Q* G9 K* Y9 Z& M+ VMay, August and November in each year, in the amount per share per annum4 T; n3 L( U V: S- O7 a
determined by multiplying the Annual Fixed Dividend Rate applicable to
$ W% a& ~/ @: E' ~8 L4 ^such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
4 S; P3 R2 K) u2 v% l2 ZRate for the ensuing Subsequent Fixed Rate Period will be determined by the
: _8 O" N" f) a* n# d: c+ R6 ]Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
; n: N# y4 u' zof such Subsequent Fixed Rate Period and will be equal to the sum of the
' z' H5 f7 f1 B7 SGovernment of Canada Yield on the applicable Fixed Rate Calculation Date/ O! |% x8 G& ?6 t- `$ _: S
plus 3.83%.' e9 N$ s, F: k! P+ x6 @# j" Z
If the Board of Directors does not declare a dividend, or any part thereof, on
# [9 m; R4 Y! n! I* z; z+ D rthe Preferred Shares Series 18 on or before the dividend payment date for a
" f1 [ z* w& l; Y3 Y4 M0 Cparticular quarter, then the entitlement of the holders of the Preferred
7 C8 h& c. @- Z- f P' w: TShares Series 18 to receive such dividend, or to any part thereof, for such
# C, {! u, H: z0 _5 squarter will be forever extinguished.
1 x7 \8 y9 v4 [' Y* y4 _0 m4 kRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
! d- D b2 ?8 X! V. P4 q; ySuperintendent and to the provisions described below under ‘‘Details of the
( H7 }# d! v: X6 |& z! nOffering — Certain Provisions of the Preferred Shares Series 18 as a" q& D% U+ ^, I3 |) Z2 G4 Y
Series — Restrictions on Dividends and Retirement of Shares’’, on
9 k- }9 [* V$ s% Y/ z4 VFebruary 25, 2014 and on February 25 every five years thereafter, on not; C6 k# G' j/ l) m, ^% A
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any( t' [( v3 P, r
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
4 A* b/ [, b7 Awithout the consent of the holder, by the payment of an amount in cash for
/ u% ~: ` v1 `0 oeach such share so redeemed of $25.00 together with all declared and unpaid! s6 r; V- D; k& i. r4 U
dividends to the date fixed for redemption.% ~' v+ v' l5 g
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
; O' b2 \$ s" e: D+ t# ^Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
/ I" F, m7 y9 X: ?# Dthe right, at their option, to convert, on February 25, 2014 and on
& u; ^# n$ h, MS-43 V1 l2 \* O' P O4 Z
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any9 E I' K0 F% f F
or all of their Preferred Shares Series 18 into an equal number of Preferred
' b# `5 H8 {% P9 Y8 ^# w- XShares Series 19 upon giving to the Bank notice thereof not earlier than
1 p/ x* `) _$ E, _1 z30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
: \% K4 O k! U( a# n& [, T, Cpreceding, a Series 18 Conversion Date.5 r0 \7 U, ~6 A0 ?0 [
Automatic Conversion If the Bank determines, after having taken into account all shares tendered, o6 e& ?; m1 m! R$ \
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares2 U: Z- z" W J5 _! j2 J& V* [5 q
Series 19, as the case may be, that there would be outstanding on such Y8 v+ J( y: R, b! ^
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
& D4 f# @# F+ \6 }- O" Q9 usuch remaining number of Preferred Shares Series 18 will automatically be
% O U* A) {9 ]. k. `. ^/ ~8 Iconverted on such Series 18 Conversion Date into an equal number of
& k' N9 D- F# u a7 t, f- cPreferred Shares Series 19. Additionally, if the Bank determines that, after, E, D8 ]( o0 H3 K" F' U& Q1 L
conversion, there would be outstanding on such Series 18 Conversion Date
# O7 N3 C/ A3 e0 {6 a! rless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
$ A1 K7 o9 K( j: FSeries 18 will be converted into Preferred Shares Series 19.( a B. `& P- B2 E P$ `
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. Z: H6 ]: W7 r, TSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
+ N: g# B8 W+ S- ]. L" T' yany meeting of the shareholders of the Bank unless and until the first time at' t% H* s$ s4 B: }" s7 b
which the Board of Directors has not declared the whole dividend on the
* [$ q) A: A! ?, Z e/ }% J, U/ ?Preferred Shares Series 18 in any quarter. In that event, subject as
- V0 ]- D- m. O4 |2 r/ \; K# Mhereinafter provided, the holders of Preferred Shares Series 18 will be" @9 V+ f b h
entitled to receive notice of, and to attend, meetings of shareholders at which
3 i) q3 @4 c& Tdirectors of the Bank are to be elected and will be entitled to one vote for4 M& [2 ?0 k6 F, z% B4 @
each Preferred Share Series 18 held. The voting rights of the holders of the0 d! @3 U6 M0 c/ s% J
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
* F' T% i- n: ]$ f1 v& k% sthe first dividend on the Preferred Shares Series 18 to which the holders are7 j- A# l1 Z& W
entitled thereunder subsequent to the time such voting rights first arose until
% F7 d5 J9 s! ], k2 p4 m- H: a7 Fsuch time as the Bank may again fail to declare the whole dividend on the
6 }4 g6 \( I# i$ {/ R& H/ oPreferred Shares Series 18 in respect of any quarter, in which event such0 }6 g% G1 |8 t' f6 S- B( D# O/ Q
voting rights will become effective again and so on from time to time.; M8 ~. e, m8 b
Principal Characteristics of the Preferred Shares Series 19
6 P- Q, I9 P gDividends: The holders of the Preferred Shares Series 19 will be entitled to receive( A- ~1 G! U; V0 c( d; b( r0 }
floating rate non-cumulative preferential cash dividends, as and when; B; {" u) I4 T' f- e( n6 l7 x, g/ u, d
declared by the Board of Directors, subject to the provisions of the Bank Act,
6 u: }; p+ g Cpayable quarterly on the 25th day of February, May, August and November
- i- S2 G6 f, Z# Oin each year, in the amount per share determined by multiplying the
* S) D$ T! r( u8 e0 R6 f1 G9 x* @3 iapplicable Quarterly Floating Dividend Rate by $25.00.
7 j0 }2 C# Y8 e3 h3 GOn the 30th day prior to the commencement of the initial quarterly dividend, l) X: F, q: z2 {6 {
period beginning on February 25, 2014, and on the 30th day prior to the first
' G, j5 g; y" o) L0 Mday of each subsequent quarterly dividend period (the initial quarterly
: f& k2 F3 \5 X/ o/ ~& Y$ Idividend period and each subsequent quarterly dividend period is referred to6 z+ ]0 A3 N* G
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the" ~) r; |+ i6 h/ X5 o
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate. P: H8 p) U# T0 U1 c. k5 R
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the0 t6 {7 @$ C& F4 l
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
5 S# t e$ m/ b6 ?. P- y# Nelapsed in the applicable Quarterly Floating Rate Period divided by 365) o4 b3 t$ f' p/ F, V5 {
determined on the 30th day prior to the first day of the applicable Quarterly
: e2 u+ M0 |3 VFloating Rate Period.4 |! ]& p4 ^9 g7 a. y
S-5
: O5 i# V: x, f3 c* mIf the Board of Directors does not declare a dividend, or any part thereof, on
) O# F" ^3 f2 ~* Lthe Preferred Shares Series 19 on or before the dividend payment date for a& |1 M @6 W' Y* I: w( E( a$ y
particular quarter, then the entitlement of the holders of the Preferred4 E: K+ t1 D7 d( ~# u
Shares Series 19 to receive such dividend, or to any part thereof, for such; X" N1 M+ ^: f; h! n3 g
quarter will be forever extinguished.
# W0 x. g9 `" L. q( r8 uRedemption: Subject to the provisions of the Bank Act and to the prior consent of the6 I" w O& B# N7 p* R. a
Superintendent and to the provisions described below under the heading0 O N+ d9 U, r, d5 O9 n# o
‘‘Details of the Offering — Certain Provisions of the Preferred Shares" o6 z* |) u1 @+ S+ [/ A7 H. @ b4 P
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,: t0 `' ?. ^6 b2 i
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all& c) n' J& L# w6 p4 h* }' x
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s" O5 w, V0 A+ Z. ]1 U# T# \3 e
option without the consent of the holder, by the payment of an amount in) f0 F' M G; c) s
cash for each such share so redeemed of (i) $25.00 together with all declared
/ r. [! D" n; Q* n5 \7 aand unpaid dividends to the date fixed for redemption in the case of9 H( o& x( n2 T* }0 b. ]
redemptions on February 25, 2019 and on February 25 every five years$ X! W6 g0 ?4 t* z, I( P7 I8 C/ K
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to# f6 `" E! k$ b* ^6 C9 M2 U
the date fixed for redemption in the case of redemptions on any other date$ [8 ?7 _5 D7 G7 f" }: H& L
on or after February 25, 2014.* O# t: `$ P6 i
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic0 J2 [5 ?% `; y4 C j2 o1 p2 F
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have0 Z, G! C1 F+ g- X6 E2 Y
the right, at their option, to convert, on February 25, 2019 and on9 D a+ q. c3 @% F5 x+ V: V
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
) U m3 t1 ^+ p0 ?or all of their Preferred Shares Series 19 into an equal number of Preferred" B) @/ f9 q" j9 t; Y
Shares Series 18 upon giving to the Bank written notice thereof not earlier( T1 u2 W3 S4 b. Z6 q! R. A6 i! M
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
$ {8 T: ^& {0 R- v c15th day preceding, a Series 19 Conversion Date.0 ~5 d: n* N3 ~, l2 f4 Q, J- [
Automatic Conversion If the Bank determines, after having taken into account all shares tendered9 k0 l3 s0 ?( Y" y! H
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
0 |2 C4 e, e) C. D1 f6 i* v: sSeries 18, as the case may be, that there would be outstanding on such
0 Q+ S7 {5 H. c5 H1 `Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,. R* O0 h; F9 g. n' g
such remaining number of Preferred Shares Series 19 will automatically be
" ?* D! k# C& xconverted on such Series 19 Conversion Date into an equal number of
" ?+ V8 H9 n0 kPreferred Shares Series 18. Additionally, if the Bank determines that, after
7 {2 O+ W8 S J2 g, M Cconversion, there would be outstanding on such Series 19 Conversion Date3 r" w& A4 u9 [5 w4 D
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares, G$ p7 d( R% b
Series 19 will be converted into Preferred Shares Series 18.
. G! ]/ M* r5 MVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares0 W4 b5 r0 P: D" c0 T
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
2 j6 _+ e( q7 Y8 |& _any meeting of the shareholders of the Bank unless and until the first time at
+ D2 T7 L7 a. I% r, {which the Board of Directors has not declared the whole dividend on the
5 y1 _9 a4 u: q* ] [ pPreferred Shares Series 19 in any quarter. In that event, subject as
# A4 R: k) X Qhereinafter provided, the holders of Preferred Shares Series 19 will be# u, S* U% I# ]* o5 h) r
entitled to receive notice of, and to attend, meetings of shareholders at which0 r3 l {( ^) ~
directors of the Bank are to be elected and will be entitled to one vote for
/ k5 k ]6 ^% Y3 W. x, eeach Preferred Share Series 19 held. The voting rights of the holders of the; P: r! _. X; ]- D/ o
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of" F$ q/ J+ e1 T( a# Q
the first dividend on the Preferred Shares Series 19 to which the holders are
0 ?8 r* m, y+ g* n0 `& g9 Yentitled thereunder subsequent to the time such voting rights first arose until
% `* {- }3 R% ^7 l0 P$ [7 Q. Csuch time as the Bank may again fail to declare the whole dividend on the
( {6 _5 t+ w; J( H" UPreferred Shares Series 19 in respect of any quarter, in which event such
8 ~0 M4 h, B! k% K* J8 ]" ~+ J) vvoting rights will become effective again and so on from time to time.
$ V5 A( s( C, V3 S# bS-6) E4 `& y8 O4 A( Z6 q
Priority: The preferred shares of each series of the Bank will rank on a parity with3 h3 d' ~, L6 p" \& m [( i* j5 f
every other series and are entitled to preference over the common shares of; j. `9 ~2 y8 q1 W
the Bank and over any other shares of the Bank ranking junior to the- c5 c9 D! e2 w8 U
preferred shares with respect to the payment of dividends and upon any7 p& c+ x* a; C8 V
distribution of assets in the event of the liquidation, dissolution or
$ o6 \) \( X8 M: }5 m: Mwinding-up of the Bank.- a! w' k( s O+ t r( r1 n0 p
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
& _" E5 W% h5 j, [Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares Z6 H; d3 i' ~+ G I4 A
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
. ^! N. o P4 } J3 ^1 `dividends received on such shares under Part IV.1 of such Act. |
|