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发表于 2008-11-29 16:58
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下面是BMO的:$ F$ o9 m5 [& ?. A+ g
SUMMARY OF THE OFFERING
$ H" Y* d+ w3 L6 a! LThis 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’’.
9 W5 s- Y' e5 K8 DIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.# U. b! Z5 {& c& Z9 k; A) t. Z: @
Amount: $150,000,000 (6,000,000 shares).
' r' \4 S: E+ s" j/ x& Q" W9 A5 BPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
5 V; k1 c: `2 v& v* w' c, rPrincipal Characteristics of the Preferred Shares Series 18
& I, K, J8 s4 j( j5 L7 y eDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed; @: i# b1 j, L9 q7 r
non-cumulative preferential cash dividends, as and when declared by the# v5 t) |8 O {5 n/ K1 a
Board of Directors, subject to the provisions of the Bank Act, for the initial& S* q. X+ v/ X5 Z" b. L4 ~2 \
period commencing on the closing date and ending on and including
7 J2 D4 G* S, M6 XFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the9 o9 p8 ^ t7 y4 c( X5 p- T
25th day of February, May, August and November in each year, at a rate
& M, A( E+ [1 Q/ e0 _2 uequal to $0.40625 per share. The initial dividend, if declared, will be payable: H* k$ M% E- x; n. z& u6 o
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing- o( r) C% x+ d7 Y, O c1 H
date of December 11, 2008.0 D2 {: ?# ~0 E( N8 Q Q
For each five-year period after the Initial Fixed Rate Period (each, a
: [4 {+ [3 I' s [ {‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
$ ^ S0 c- l1 J1 K" K/ WSeries 18 will be entitled to receive fixed non-cumulative preferential cash X8 i# P- X5 B
dividends, as and when declared by the Board of Directors, subject to the
! f" M+ e+ v* i9 B: y" Zprovisions of the Bank Act, payable quarterly on the 25th day of February,: m' R$ s; F% T: x
May, August and November in each year, in the amount per share per annum2 Q' X# B$ w2 \5 ? E7 y
determined by multiplying the Annual Fixed Dividend Rate applicable to
& b" C0 A5 w3 S$ s% R$ M& ssuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend% A4 y* P& [0 A
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the# Z$ [" K4 F2 d, J# T4 c
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day5 {0 e$ Q; `7 `9 `& O
of such Subsequent Fixed Rate Period and will be equal to the sum of the% G5 p1 S2 d0 q/ B. w* y# p
Government of Canada Yield on the applicable Fixed Rate Calculation Date/ J6 m5 p/ V. P2 ^
plus 3.83%.; ?/ C) Y- s+ Z; |
If the Board of Directors does not declare a dividend, or any part thereof, on7 Q2 r# h, G, \* f) i- p
the Preferred Shares Series 18 on or before the dividend payment date for a/ ^8 P/ p, g, `% _7 E$ B8 j
particular quarter, then the entitlement of the holders of the Preferred5 U' H+ Z0 w# d* w9 w0 k
Shares Series 18 to receive such dividend, or to any part thereof, for such
; i. X) j5 Q0 A/ Y( fquarter will be forever extinguished. Z# F- t! p* A; ^: T3 Y9 e$ E- C( f
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 P3 _: m' g4 k4 xSuperintendent and to the provisions described below under ‘‘Details of the
; }! y% U5 |' y* @Offering — Certain Provisions of the Preferred Shares Series 18 as a5 k" v# z- m4 M1 k
Series — Restrictions on Dividends and Retirement of Shares’’, on
$ B3 ^6 N. y" W+ z) s) mFebruary 25, 2014 and on February 25 every five years thereafter, on not( i! M8 {, A4 ]3 F" k
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any7 e( p6 A8 w, r; g: K
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
& M; N9 Z, S- l) Swithout the consent of the holder, by the payment of an amount in cash for
% Q' {4 D) C5 c6 `8 i. K8 Peach such share so redeemed of $25.00 together with all declared and unpaid& D; S$ }+ v; e: r
dividends to the date fixed for redemption./ Y+ `' Y$ | b( Y" h
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic3 F) F' [3 X; k' o2 O d3 ?" W
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
7 u6 Z$ R8 A$ n& l* X7 y; v" m9 Hthe right, at their option, to convert, on February 25, 2014 and on
' v* Y+ ?' f7 m& k0 hS-47 O6 |' F" P1 Q4 o5 K) `0 g) p
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any1 M3 R* c5 v1 ^* S
or all of their Preferred Shares Series 18 into an equal number of Preferred
9 m+ k( `5 T1 y) d2 X" aShares Series 19 upon giving to the Bank notice thereof not earlier than3 o$ U1 m9 t* y/ N! ~7 m7 c- d: V
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day/ k2 U& U% I5 f D/ V
preceding, a Series 18 Conversion Date.
) @% e, M; b' a1 ^: O2 Y* YAutomatic Conversion If the Bank determines, after having taken into account all shares tendered$ C+ d+ h! \2 s" ^
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares+ A5 \5 H$ y, c
Series 19, as the case may be, that there would be outstanding on such) I: S( Q% h8 D8 }- c$ X0 _: Z
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
& j- x4 c- Q& N' }such remaining number of Preferred Shares Series 18 will automatically be! r; z, o3 J* y! c
converted on such Series 18 Conversion Date into an equal number of
6 l+ d& G9 }! U( ~& X. b: H0 f. dPreferred Shares Series 19. Additionally, if the Bank determines that, after/ ]& S5 t; ^; x, t
conversion, there would be outstanding on such Series 18 Conversion Date
+ ]" s* S. P4 n: ?+ w4 E$ p; kless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares6 u9 j; q& v. E( H# q7 F
Series 18 will be converted into Preferred Shares Series 19.: E/ X6 C7 R' ^* {7 i" c
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
( u* t4 I* a1 R+ J: J7 O# KSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
' y* V: x1 A; h/ X: r" {! A6 ]5 l/ qany meeting of the shareholders of the Bank unless and until the first time at$ F3 A; r- O5 j3 c& S9 w
which the Board of Directors has not declared the whole dividend on the: d, ~* U3 g; |. `
Preferred Shares Series 18 in any quarter. In that event, subject as
3 l$ }4 W3 g: ?hereinafter provided, the holders of Preferred Shares Series 18 will be% \ a5 A# o6 R: c9 R/ A$ \, D, v
entitled to receive notice of, and to attend, meetings of shareholders at which+ F0 O$ c! |* c5 y0 ]& u Z. F
directors of the Bank are to be elected and will be entitled to one vote for
; u1 z8 ^6 X: m. T4 R) N* m7 ?each Preferred Share Series 18 held. The voting rights of the holders of the
! c3 h+ n& U: C, `+ ? ^8 ^* ?Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
, K: N8 q3 V0 c; kthe first dividend on the Preferred Shares Series 18 to which the holders are/ ~6 ]: _$ |7 n
entitled thereunder subsequent to the time such voting rights first arose until8 J6 i/ r# h: K2 Q2 [3 f" S
such time as the Bank may again fail to declare the whole dividend on the
8 {7 D( S* T. Z+ \; \Preferred Shares Series 18 in respect of any quarter, in which event such. z0 [ g% V% X% H- u3 R- D8 ^& k
voting rights will become effective again and so on from time to time.
4 X$ t, D& X! y1 i: ~+ ^9 n* i+ ]3 QPrincipal Characteristics of the Preferred Shares Series 19
- j' c+ e5 f/ ? MDividends: The holders of the Preferred Shares Series 19 will be entitled to receive' l% ?/ p: t2 {4 M$ H- m( e4 H
floating rate non-cumulative preferential cash dividends, as and when9 H2 Z3 T: e* R
declared by the Board of Directors, subject to the provisions of the Bank Act,2 o/ [" w# {! w& l
payable quarterly on the 25th day of February, May, August and November; O% s3 \/ Z" y& o: l
in each year, in the amount per share determined by multiplying the
0 X1 h/ g2 o8 t* S! F, X4 iapplicable Quarterly Floating Dividend Rate by $25.00.
( O3 S3 a$ s0 E) AOn the 30th day prior to the commencement of the initial quarterly dividend
0 X7 c" i" d1 j% W' Cperiod beginning on February 25, 2014, and on the 30th day prior to the first+ D# I+ d1 {- a% ]% _4 U
day of each subsequent quarterly dividend period (the initial quarterly
* \+ S2 p6 |8 m3 d8 R0 B8 i& Odividend period and each subsequent quarterly dividend period is referred to
v p+ p9 \! w8 \as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
}: v4 L+ o+ j1 C7 aQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
3 }4 A) r1 i* A2 r% B1 GPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the$ u0 _+ n) X+ I1 Z6 F
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
* V! I5 B0 K7 _4 V6 velapsed in the applicable Quarterly Floating Rate Period divided by 365)
V4 x& D1 D0 ~* A9 }8 Zdetermined on the 30th day prior to the first day of the applicable Quarterly
- W( Y) N4 Q$ TFloating Rate Period., A9 C$ r; C# F8 p- F1 X
S-51 w5 ~$ K& m; h$ Y6 w
If the Board of Directors does not declare a dividend, or any part thereof, on
; T9 F' H+ \5 o# _the Preferred Shares Series 19 on or before the dividend payment date for a
. b ?5 ?4 ~* A+ J( C5 U# rparticular quarter, then the entitlement of the holders of the Preferred
6 Y8 w1 `" P; { O5 K' b* I: H, E( ]Shares Series 19 to receive such dividend, or to any part thereof, for such
8 F% S3 C+ f1 Vquarter will be forever extinguished.
4 U# q: M9 W. h e; URedemption: Subject to the provisions of the Bank Act and to the prior consent of the. \1 B; E/ |& W) k: J/ b$ \* c
Superintendent and to the provisions described below under the heading) H1 y! R. C3 a- Y, n
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
7 C. R# o. C6 u v( o& xSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
" P# b- n# D6 K% x& Q2 ion not more than 60 nor less than 30 days’ notice, the Bank may redeem all
8 L* S: y% Q) `! ~7 Uor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
8 T+ K# g% }4 V% P0 L5 \; Q1 v4 v# f2 Hoption without the consent of the holder, by the payment of an amount in
0 p1 E% n, i! @0 g1 `4 c! `cash for each such share so redeemed of (i) $25.00 together with all declared
) l2 h6 y, M7 f6 M2 C- nand unpaid dividends to the date fixed for redemption in the case of
5 c; O! R& E5 a1 f; S: Eredemptions on February 25, 2019 and on February 25 every five years" p0 C3 h) L' h$ V+ [% e% A/ o
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to$ E. t$ s- Z3 V# N6 F8 K
the date fixed for redemption in the case of redemptions on any other date2 h. w4 ~" y! E5 T
on or after February 25, 2014.
D6 O* l8 e5 J4 D( W/ x8 ^" ~Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic9 W) N% `/ U0 k
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
* V4 F9 j' h& M. _. l1 e/ p% Zthe right, at their option, to convert, on February 25, 2019 and on1 z5 H; a& D r5 R
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any2 T* ~6 H! ~2 L- n' c
or all of their Preferred Shares Series 19 into an equal number of Preferred6 e$ V5 }4 S3 D- m. w1 O) Z" p
Shares Series 18 upon giving to the Bank written notice thereof not earlier
( Q6 w# D) e* a! w: Ethan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the6 y0 Y3 l. F% `& f) I3 X, |, Z
15th day preceding, a Series 19 Conversion Date.
0 ?! T, q) N3 Y' m; BAutomatic Conversion If the Bank determines, after having taken into account all shares tendered* s9 _% z. `: ? ]2 r3 |* ~
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
1 V& T3 {8 e3 f# E: Z- N! a) |" }Series 18, as the case may be, that there would be outstanding on such: M. Z2 j P5 a' F# h0 u1 G( A
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,. {. L0 F* U# ~- ?! ^/ J: r
such remaining number of Preferred Shares Series 19 will automatically be
) m9 n$ u) u$ Q4 hconverted on such Series 19 Conversion Date into an equal number of
3 T3 b# {( l" }* z' oPreferred Shares Series 18. Additionally, if the Bank determines that, after: J5 ~9 O6 p/ ~ F' w
conversion, there would be outstanding on such Series 19 Conversion Date
% G& O3 n$ Y) r# a3 G xless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares7 j8 e$ l5 Q3 v5 {! ?/ g( `
Series 19 will be converted into Preferred Shares Series 18.* k3 m D( X& e5 J3 F4 {1 h
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( U! K4 M- l( m- _: f
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
. U3 P) I- v: C2 T6 J) uany meeting of the shareholders of the Bank unless and until the first time at
. ^- J. B" |3 J6 ]: z& z" ewhich the Board of Directors has not declared the whole dividend on the
& |" j4 O5 k! [' ?, C9 I& O9 W$ EPreferred Shares Series 19 in any quarter. In that event, subject as0 \" N3 O0 }! x! b3 {) x
hereinafter provided, the holders of Preferred Shares Series 19 will be
/ G1 t% e+ v! x/ ~entitled to receive notice of, and to attend, meetings of shareholders at which" L0 f& H# O- n% U y& _
directors of the Bank are to be elected and will be entitled to one vote for
6 p$ M! Z6 E8 ] F" P# c! g5 K( aeach Preferred Share Series 19 held. The voting rights of the holders of the
1 m& ?: o! f8 d) LPreferred Shares Series 19 will forthwith cease upon payment by the Bank of3 L8 E6 f- w0 t
the first dividend on the Preferred Shares Series 19 to which the holders are
( Z/ A' i$ h' Wentitled thereunder subsequent to the time such voting rights first arose until
$ \& I; n( K5 i {- psuch time as the Bank may again fail to declare the whole dividend on the. j ?, s7 P: F/ l1 g( u) u% W
Preferred Shares Series 19 in respect of any quarter, in which event such
# D: _6 {' O0 j5 D Cvoting rights will become effective again and so on from time to time.
6 |, O) z! w/ E9 ^# A+ Y+ TS-6
& f+ p+ X% _2 E" O' W% QPriority: The preferred shares of each series of the Bank will rank on a parity with+ D1 F- M' m8 v) X" X' [
every other series and are entitled to preference over the common shares of7 Z' u3 C# j5 |3 k: g, s
the Bank and over any other shares of the Bank ranking junior to the
' |/ a9 l5 n2 c% upreferred shares with respect to the payment of dividends and upon any7 g4 R5 I& e t: m* A, n; c7 @; d
distribution of assets in the event of the liquidation, dissolution or
% [3 E* L2 E' s9 Mwinding-up of the Bank.) f' Q, I0 j+ }8 x! H) K
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
8 w& I! W' ~& M' _Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
% |# A- S% \3 p0 j5 bSeries 18 and Preferred Shares Series 19 will not be required to pay tax on3 L3 h( l8 G( w4 r0 t9 ^9 B0 s; C
dividends received on such shares under Part IV.1 of such Act. |
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