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发表于 2008-11-29 16:58
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下面是BMO的:
% P+ ^: d8 \. d O k. g4 E: V& ~SUMMARY OF THE OFFERING) y7 e! l# C# H& H: v( m, z2 Z
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’’.
+ \% |, E+ N+ h. S# s% qIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.# m" a/ A; T% s( s; q0 U
Amount: $150,000,000 (6,000,000 shares).# |$ _3 N# ~: N2 X& ]
Price and Yield: $25.00 per share to yield initially 6.50% per annum.4 m" ?9 k' F u1 w+ p0 w6 q
Principal Characteristics of the Preferred Shares Series 182 e* P( m6 A, R' q& J6 u2 t
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
% K* e! b4 E# `9 Enon-cumulative preferential cash dividends, as and when declared by the Q: ?" m$ B Z* b G
Board of Directors, subject to the provisions of the Bank Act, for the initial
, j2 A* h: }: kperiod commencing on the closing date and ending on and including
$ L; A' s3 h5 e9 J& GFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
- [' @' M- o7 a- S( _; b R25th day of February, May, August and November in each year, at a rate
: b1 [7 K0 W }equal to $0.40625 per share. The initial dividend, if declared, will be payable$ f7 E% q1 `( T3 k0 T- f, Y; r
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing s" M+ k$ F; p; b( G7 R- \
date of December 11, 2008.- H* P1 G" Z& X0 L, d, E
For each five-year period after the Initial Fixed Rate Period (each, a
' M; d1 f% \' H' A6 y! D3 u+ l& q, E6 ]9 t‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares$ |# ^9 A0 B8 J, `4 @
Series 18 will be entitled to receive fixed non-cumulative preferential cash
: r* t8 K$ b; Wdividends, as and when declared by the Board of Directors, subject to the Y$ N7 ?" V1 P0 M1 L
provisions of the Bank Act, payable quarterly on the 25th day of February,& f* x4 X; |4 M0 t" B4 U
May, August and November in each year, in the amount per share per annum9 d7 A6 C& S1 z4 V8 M
determined by multiplying the Annual Fixed Dividend Rate applicable to1 O# e* O6 H% ?) R8 M; E5 k
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
: ?* a& D7 {( V' {Rate for the ensuing Subsequent Fixed Rate Period will be determined by the# N4 D3 T4 r7 }0 f6 `# u
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day m2 T3 O3 Y! l7 \
of such Subsequent Fixed Rate Period and will be equal to the sum of the8 }6 F+ e" n6 N2 m$ @: s
Government of Canada Yield on the applicable Fixed Rate Calculation Date3 c$ ?( G5 v! m1 E4 Y
plus 3.83%.* z4 e9 i+ o2 I) G; D9 j
If the Board of Directors does not declare a dividend, or any part thereof, on4 g2 l; f6 v/ ^6 g( g
the Preferred Shares Series 18 on or before the dividend payment date for a% x# _2 d7 b' ~- j+ m3 f- E0 q
particular quarter, then the entitlement of the holders of the Preferred& W0 k/ V2 w1 y9 {. ]
Shares Series 18 to receive such dividend, or to any part thereof, for such
% A9 Z9 V. t' Uquarter will be forever extinguished.
' ~0 y+ H( E! g, y. k9 m5 SRedemption: Subject to the provisions of the Bank Act and to the prior consent of the) l- z/ {" `0 v; I! f+ @3 y( ]! ^
Superintendent and to the provisions described below under ‘‘Details of the
! n2 t" ~1 u8 m: ~Offering — Certain Provisions of the Preferred Shares Series 18 as a" ?3 O7 ?+ ?8 m5 a$ q$ s
Series — Restrictions on Dividends and Retirement of Shares’’, on
0 M: |/ A H! N8 mFebruary 25, 2014 and on February 25 every five years thereafter, on not$ C" I0 }4 B0 C9 C% I# M5 G! L
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any' R5 ^& j. H; B1 x* m
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
; L) y6 T, C. P7 `3 |9 xwithout the consent of the holder, by the payment of an amount in cash for& k! |( n6 P+ c' M7 ^, p2 X! B' j/ w
each such share so redeemed of $25.00 together with all declared and unpaid$ R6 Y/ i- M" w; o! v* P
dividends to the date fixed for redemption.; H/ h8 s- T2 [: y: @0 N c
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic1 r. e) l* K' A& ~ R) x7 D
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have) e) b1 c: v! S4 y! {7 ^
the right, at their option, to convert, on February 25, 2014 and on# `' c% u. I- Z a
S-40 O/ i! y- ]7 {. a2 X) @" w
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any( a" H" Z& _4 z9 v+ o
or all of their Preferred Shares Series 18 into an equal number of Preferred
) q8 H3 H+ o: k3 B& cShares Series 19 upon giving to the Bank notice thereof not earlier than
+ e4 u j/ b, b/ {9 r( e0 C: z5 @ s30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
- M; L" }1 N2 A N& ~% S" Bpreceding, a Series 18 Conversion Date.
' {: |' u, F1 L9 V7 t1 \) q; m5 ?Automatic Conversion If the Bank determines, after having taken into account all shares tendered
, g9 S5 D% O Y, WProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares# P) |& s' U$ Y$ b, ]; P
Series 19, as the case may be, that there would be outstanding on such
; Y$ s% t4 m1 n4 _, eSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
: S Q: ` Q- E" G- z3 h! n, esuch remaining number of Preferred Shares Series 18 will automatically be- X$ [0 C4 y* r. E4 ]
converted on such Series 18 Conversion Date into an equal number of, ]. X% i) A; y9 w
Preferred Shares Series 19. Additionally, if the Bank determines that, after; b- m0 k7 |* S9 p& e# \
conversion, there would be outstanding on such Series 18 Conversion Date
$ I9 l7 N# D- h0 Q3 _less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares4 w0 q% a7 Z* n" [# A5 u! O
Series 18 will be converted into Preferred Shares Series 19.
7 v# v1 ^& r& y1 k0 yVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
' G% b! L5 l; i. U& f5 E- P6 ^9 ZSeries 18 will not be entitled as such to receive notice of, attend, or vote at,$ S, j' }' _( t. r$ K; _
any meeting of the shareholders of the Bank unless and until the first time at
5 m9 f) g3 p4 r H* S2 [/ nwhich the Board of Directors has not declared the whole dividend on the
3 ?2 z0 X0 C$ Z9 n% gPreferred Shares Series 18 in any quarter. In that event, subject as
$ Y9 v8 G: T% B. uhereinafter provided, the holders of Preferred Shares Series 18 will be
8 j) {* d: f/ x) dentitled to receive notice of, and to attend, meetings of shareholders at which$ O" B# d; d6 J" j
directors of the Bank are to be elected and will be entitled to one vote for
# \. K) \# I6 | reach Preferred Share Series 18 held. The voting rights of the holders of the
+ W8 E0 u3 M* d: b1 t. v6 J3 j' |Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
" @1 t5 R5 N, T# |' rthe first dividend on the Preferred Shares Series 18 to which the holders are
4 `1 h0 D9 K; xentitled thereunder subsequent to the time such voting rights first arose until4 _3 { O- ^ X& [9 A4 |
such time as the Bank may again fail to declare the whole dividend on the5 ?- ]! `% @$ k/ ~% g: M
Preferred Shares Series 18 in respect of any quarter, in which event such
+ {# M0 |1 {/ `5 y! nvoting rights will become effective again and so on from time to time.
7 H, J( R$ b2 R; mPrincipal Characteristics of the Preferred Shares Series 19) J# n7 u1 Q& a! E
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
8 N& h: l: @/ i- M# z& D- Pfloating rate non-cumulative preferential cash dividends, as and when- O2 S& p( R& p- S" ~! P* j. S
declared by the Board of Directors, subject to the provisions of the Bank Act,
1 z. ]7 b; ~9 npayable quarterly on the 25th day of February, May, August and November0 Z6 G0 f' O# J, y- T
in each year, in the amount per share determined by multiplying the: E6 R6 F3 c- Q; N% h
applicable Quarterly Floating Dividend Rate by $25.00.. n! {2 |! q0 N0 F) p6 |& g, ? c/ z
On the 30th day prior to the commencement of the initial quarterly dividend
" @/ ^& X8 y2 i4 m, }4 Mperiod beginning on February 25, 2014, and on the 30th day prior to the first1 E8 |# [$ y# L& l! B) ?
day of each subsequent quarterly dividend period (the initial quarterly. ?# s8 }4 p" C4 e. L1 T
dividend period and each subsequent quarterly dividend period is referred to7 {8 u9 x5 [ O6 z
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
5 U9 u! k& b# @/ T1 J5 J7 \- g. C: IQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate: P1 J0 c0 ^2 v, Q* i0 v
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
& B3 X3 p& Z8 J9 oT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days% c; ]: @0 B ^' S0 b4 @" L; S
elapsed in the applicable Quarterly Floating Rate Period divided by 365)# q' _6 ?9 G6 v, x
determined on the 30th day prior to the first day of the applicable Quarterly
0 ]8 S: t- S9 _Floating Rate Period.
# J* G$ _5 d; k' [7 @' i! t. w: }: uS-5 C" N5 w7 |0 q
If the Board of Directors does not declare a dividend, or any part thereof, on/ N! i6 _% d, ]
the Preferred Shares Series 19 on or before the dividend payment date for a
+ X" b( d$ J3 _9 M, sparticular quarter, then the entitlement of the holders of the Preferred" \0 J% F$ `' k2 S& I# D# V
Shares Series 19 to receive such dividend, or to any part thereof, for such; a' f4 q5 L2 m" I9 o- G6 ?
quarter will be forever extinguished.
: ^' T% N) j0 ZRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
" l$ x* n, G% X# X3 O2 {8 oSuperintendent and to the provisions described below under the heading- n- F' B% W/ k3 u$ t4 v
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
" Z& E6 Y0 D4 CSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’, `& A* T1 O1 H& P0 N
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
) q i6 k- e' [- Mor any part of the then outstanding Preferred Shares Series 19, at the Bank’s6 F. r! I# r" \3 w Z
option without the consent of the holder, by the payment of an amount in& F" H. F) s& y- \: A. f) @( y% O
cash for each such share so redeemed of (i) $25.00 together with all declared" P$ r4 [! R) L
and unpaid dividends to the date fixed for redemption in the case of
* O! q+ T) M+ i0 y8 |redemptions on February 25, 2019 and on February 25 every five years6 n$ _# V$ s. @" l# H
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
: A4 r& |# F& J% D& g. Sthe date fixed for redemption in the case of redemptions on any other date/ j3 r* D- ~6 x2 a
on or after February 25, 2014.
7 }& D9 z+ c ?Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic3 C& W* Z5 X/ n- ~: T# C* A2 r
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
) ]0 i e/ _5 {) S) @2 h& `the right, at their option, to convert, on February 25, 2019 and on! \" d7 v: H+ O i
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any) [ F& s1 W3 c `# X
or all of their Preferred Shares Series 19 into an equal number of Preferred }# k4 M. `, C% M: ~
Shares Series 18 upon giving to the Bank written notice thereof not earlier5 o1 ^: e1 K4 y/ E8 e: d( e8 ]
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the/ ?) b5 J \1 ?2 n/ X# U2 O
15th day preceding, a Series 19 Conversion Date.
8 S: |! `# d: SAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
6 O5 F( v9 {7 L) bProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
4 I3 c2 M: l: e) o+ w, c' r9 r0 f; dSeries 18, as the case may be, that there would be outstanding on such
% m# C' F% S1 N3 r( N) aSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
% F8 A$ q ~1 B. r. S( Lsuch remaining number of Preferred Shares Series 19 will automatically be
( a- U! V" {; \( e. o# V" n- p2 wconverted on such Series 19 Conversion Date into an equal number of/ V5 n; _; R& p+ k2 ^
Preferred Shares Series 18. Additionally, if the Bank determines that, after6 k% x* Y% z+ S+ W% F8 i. ^
conversion, there would be outstanding on such Series 19 Conversion Date
& y9 h. d3 O9 ~2 c! v$ [5 Y5 zless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
/ G, Q# T6 F7 sSeries 19 will be converted into Preferred Shares Series 18.
$ G7 g9 C0 l" pVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
% }6 Q' K+ @) _! h5 u+ [Series 19 will not be entitled as such to receive notice of, attend, or vote at,6 W$ s8 M' e7 ]; M& ^
any meeting of the shareholders of the Bank unless and until the first time at
8 p2 I ^' o+ E twhich the Board of Directors has not declared the whole dividend on the
+ {* [. e8 j9 h4 m; X( e2 G, ]+ kPreferred Shares Series 19 in any quarter. In that event, subject as1 d- g' L) L6 ~) g& r( N; t
hereinafter provided, the holders of Preferred Shares Series 19 will be
( e- D/ }& n, l! f& m z$ v6 ^entitled to receive notice of, and to attend, meetings of shareholders at which% W# z3 [# n) p8 y" m! Q! `: F
directors of the Bank are to be elected and will be entitled to one vote for( [ N$ @: |1 E
each Preferred Share Series 19 held. The voting rights of the holders of the) l1 O, y. x) B0 H
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of% e( `4 r7 u* p' T6 P7 t! P& Z: K
the first dividend on the Preferred Shares Series 19 to which the holders are, V+ r; F3 Z5 [4 W- V& R$ [! T
entitled thereunder subsequent to the time such voting rights first arose until
% k! S0 A6 P+ d d4 M. W6 fsuch time as the Bank may again fail to declare the whole dividend on the
9 F' f, B: b0 [$ {0 g( VPreferred Shares Series 19 in respect of any quarter, in which event such( N) n# z. g i) d. T
voting rights will become effective again and so on from time to time.
. E0 C% w0 C3 g. F' @S-6% d9 Q; S/ G1 A
Priority: The preferred shares of each series of the Bank will rank on a parity with9 t- K3 a1 g' |+ J
every other series and are entitled to preference over the common shares of
4 [/ |4 W" N( m1 @9 gthe Bank and over any other shares of the Bank ranking junior to the
3 d" U9 G$ t; e$ Npreferred shares with respect to the payment of dividends and upon any
! z/ o9 s1 ^. v: R g' _6 O1 c* \distribution of assets in the event of the liquidation, dissolution or: X/ o0 j9 F+ k( u
winding-up of the Bank.% t3 X& ^- e. ^
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under: t% a/ n! _5 U8 ]8 r
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares( O4 X7 Q9 o! F
Series 18 and Preferred Shares Series 19 will not be required to pay tax on' S$ Q; L2 \3 I
dividends received on such shares under Part IV.1 of such Act. |
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