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发表于 2008-11-29 16:58
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下面是BMO的:, d7 C+ Q. f+ }9 H! d
SUMMARY OF THE OFFERING
, N5 z2 q+ f) Z* Z$ C7 P2 `3 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’’.# {8 k v5 G" E! c
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
& y3 M: f0 R' v( LAmount: $150,000,000 (6,000,000 shares).2 P# G9 i5 {( ~+ c: p
Price and Yield: $25.00 per share to yield initially 6.50% per annum.6 n9 A: j$ |2 Q& S3 B
Principal Characteristics of the Preferred Shares Series 18
$ @7 q/ v1 s) V9 QDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
6 }/ H: Q- {3 A1 B, C" o/ `non-cumulative preferential cash dividends, as and when declared by the7 O- K7 @" J4 c, F% G, N+ x& V+ W
Board of Directors, subject to the provisions of the Bank Act, for the initial
* S# y: K* w9 i+ n4 \ I, b& kperiod commencing on the closing date and ending on and including
: g% O8 i5 f5 yFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
* f) n0 @/ k- ~25th day of February, May, August and November in each year, at a rate' X3 O5 ]' A9 {& C8 B% C. t
equal to $0.40625 per share. The initial dividend, if declared, will be payable9 @2 [6 Z! G( f5 y
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing/ W( u: t0 d# S) m0 k- h
date of December 11, 2008.
) k; a) L8 P5 @; p$ |( s; LFor each five-year period after the Initial Fixed Rate Period (each, a
6 W- E3 B3 u& e* u& E‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares# x$ ?- i A7 [' x* _7 V
Series 18 will be entitled to receive fixed non-cumulative preferential cash$ K. |+ T* T5 c- y
dividends, as and when declared by the Board of Directors, subject to the6 E( \$ L1 J2 T1 q
provisions of the Bank Act, payable quarterly on the 25th day of February,. m0 n( ]' K5 `
May, August and November in each year, in the amount per share per annum' x% t$ x+ P" F+ C, }/ z9 j
determined by multiplying the Annual Fixed Dividend Rate applicable to
) t L% c1 d1 A: ~! W( c7 y6 h) l( r Rsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend& w. q) N( Y( D: A# J& P& p$ G& n* A
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
) O2 I, _9 j' L6 S4 S3 b. IBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day7 s4 D. X% i' r3 ?- R1 q5 n2 m4 F; H* v
of such Subsequent Fixed Rate Period and will be equal to the sum of the
# n7 _- a" j( r4 g9 bGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
5 E; b( n) [( i7 J9 iplus 3.83%.
' w, o/ \0 ?7 V$ uIf the Board of Directors does not declare a dividend, or any part thereof, on
& H2 f( Z( M" `2 vthe Preferred Shares Series 18 on or before the dividend payment date for a
( J1 I4 `, K. Z* U5 B6 jparticular quarter, then the entitlement of the holders of the Preferred9 Z% m, F. Q) _7 H6 H* U9 r
Shares Series 18 to receive such dividend, or to any part thereof, for such( c# ?. r8 q5 b3 A
quarter will be forever extinguished.6 P$ ]" w- h! o1 e L
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
' A/ b( P- h$ A8 V& r; `6 F% JSuperintendent and to the provisions described below under ‘‘Details of the+ S: C7 I: M8 Z( z
Offering — Certain Provisions of the Preferred Shares Series 18 as a3 B( G, A' G; t- |4 e
Series — Restrictions on Dividends and Retirement of Shares’’, on' m; E# T7 _3 U3 W- s" ^0 p
February 25, 2014 and on February 25 every five years thereafter, on not
( y5 s, _* P: ~2 v1 ?more than 60 nor less than 30 days’ notice, the Bank may redeem all or any: S0 s6 o4 k: l
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
+ Z3 Z/ j& n/ gwithout the consent of the holder, by the payment of an amount in cash for1 s8 J+ L V" X% P4 }' F( ]2 t! \
each such share so redeemed of $25.00 together with all declared and unpaid
/ V V8 P" P$ h' B+ Ldividends to the date fixed for redemption.& s+ u# U$ U0 D
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
1 [2 M% P" v& PShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have( m" u+ K7 I* f5 O4 i% }' b$ [- k
the right, at their option, to convert, on February 25, 2014 and on/ D! A: X# h' d( M4 F1 ]
S-4# y5 O+ `# U+ `3 G' W$ d' V
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
7 D% P( N( I# i& P) j. lor all of their Preferred Shares Series 18 into an equal number of Preferred
6 o; X( C/ J0 x; U$ V C! `Shares Series 19 upon giving to the Bank notice thereof not earlier than
$ I8 _& J3 k+ s+ D30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day) `. D) i' Q3 y
preceding, a Series 18 Conversion Date.
g& u; V: ~8 r' o$ j. |Automatic Conversion If the Bank determines, after having taken into account all shares tendered
; Y9 k2 D3 T: J; c B7 cProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares7 U9 q0 ]) @0 K* g* f" J8 A
Series 19, as the case may be, that there would be outstanding on such
3 d2 {9 m5 ?$ g7 ]6 b5 W' }Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
, y0 j, U6 G ~( Tsuch remaining number of Preferred Shares Series 18 will automatically be
2 ^/ t& ]4 [7 b! Z8 ~! D6 yconverted on such Series 18 Conversion Date into an equal number of
+ O" d3 ^6 f" Q, u/ l# _Preferred Shares Series 19. Additionally, if the Bank determines that, after, |4 L, N7 t$ C
conversion, there would be outstanding on such Series 18 Conversion Date
8 X: ]6 |* o+ f! n' D! N" lless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
; Q7 ~4 C3 O' F7 o. B$ Y7 gSeries 18 will be converted into Preferred Shares Series 19.* V3 {( F9 k% M% ~+ _' s
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 Y1 H7 {1 o8 m& FSeries 18 will not be entitled as such to receive notice of, attend, or vote at,+ g# i4 |) S! H1 |" S( @5 h$ e
any meeting of the shareholders of the Bank unless and until the first time at( V8 } M7 R; e8 }8 ~3 q$ B* P+ u
which the Board of Directors has not declared the whole dividend on the
: s- b1 i; Q& F% Q. D: v* U! H5 JPreferred Shares Series 18 in any quarter. In that event, subject as; U0 F- A1 J! d: s' M
hereinafter provided, the holders of Preferred Shares Series 18 will be" I# {: z2 f5 ?# i$ t& T) T
entitled to receive notice of, and to attend, meetings of shareholders at which1 k) b+ E) N' Q0 b* m9 \
directors of the Bank are to be elected and will be entitled to one vote for
3 w* Y9 l* ]/ E7 Weach Preferred Share Series 18 held. The voting rights of the holders of the6 X, U9 f$ W; v! n' g5 O5 X# o
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
3 S% k- P! a7 g, _" Z' hthe first dividend on the Preferred Shares Series 18 to which the holders are
7 R3 d3 C! }5 o8 f( D0 @( hentitled thereunder subsequent to the time such voting rights first arose until
! }- [: {; t3 w$ w. \such time as the Bank may again fail to declare the whole dividend on the$ i+ [0 O( r/ v# S$ [
Preferred Shares Series 18 in respect of any quarter, in which event such
7 }" }6 ]9 @$ I" gvoting rights will become effective again and so on from time to time.! N& Y+ j. G2 h H/ ]+ q0 Q
Principal Characteristics of the Preferred Shares Series 19
3 N! X! C6 y2 G! N; C5 WDividends: The holders of the Preferred Shares Series 19 will be entitled to receive f" P/ V" e7 Y; z1 Y, c3 x
floating rate non-cumulative preferential cash dividends, as and when# w, H) G" R5 J0 I
declared by the Board of Directors, subject to the provisions of the Bank Act,
; h' ~/ w+ W4 p- z0 Spayable quarterly on the 25th day of February, May, August and November: O S3 G, T- g0 G9 E: i
in each year, in the amount per share determined by multiplying the
7 C6 v& F5 P' tapplicable Quarterly Floating Dividend Rate by $25.00.
0 I) V! w, F) POn the 30th day prior to the commencement of the initial quarterly dividend
. v j! g, q! {. C5 [2 B7 gperiod beginning on February 25, 2014, and on the 30th day prior to the first
* L2 ?' ~) |/ a3 l! g; E. Mday of each subsequent quarterly dividend period (the initial quarterly* M6 h+ \ N- V+ }( O
dividend period and each subsequent quarterly dividend period is referred to
8 q r& }8 D# T7 z& D( Y0 p: pas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
7 z1 K+ K+ f, ]6 ]. wQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
8 d$ N, ? [$ ^0 h6 CPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
0 t7 W, n, j; s& \6 P; WT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days3 B$ g! d7 v# t" N; a
elapsed in the applicable Quarterly Floating Rate Period divided by 365), S2 p" W5 s# ]9 w5 Z" N7 X' _
determined on the 30th day prior to the first day of the applicable Quarterly
: ?* n3 Q3 }7 E# ]9 h. oFloating Rate Period.# ]% Q @7 o M: `
S-5 j4 @% t7 {/ }
If the Board of Directors does not declare a dividend, or any part thereof, on
1 t% X8 g* l; H9 W+ r8 }the Preferred Shares Series 19 on or before the dividend payment date for a* X: O. m" z( V' I, Y; k5 g6 L
particular quarter, then the entitlement of the holders of the Preferred# S. i, l* x2 P3 B
Shares Series 19 to receive such dividend, or to any part thereof, for such
8 Y7 d5 Z3 ?8 l+ ]% }quarter will be forever extinguished.2 I, w7 X0 G4 s% u4 W& t
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
$ J, e! R: v8 h. A+ XSuperintendent and to the provisions described below under the heading
. V2 a/ S7 c3 [4 f‘‘Details of the Offering — Certain Provisions of the Preferred Shares
% p: o0 c0 p$ T. u/ t$ _) mSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
/ i0 _) }; @# Jon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
& m8 G0 x }! b$ ?. d3 c% [) Vor any part of the then outstanding Preferred Shares Series 19, at the Bank’s0 g6 u. B+ t9 z$ k8 k& t7 k: T
option without the consent of the holder, by the payment of an amount in
- ^! z0 E; D/ h( gcash for each such share so redeemed of (i) $25.00 together with all declared, V! ^/ [7 P/ b1 d5 k/ n' x4 T/ k+ e( F
and unpaid dividends to the date fixed for redemption in the case of, b# f( x8 v% U+ U4 p/ z$ l6 L" }
redemptions on February 25, 2019 and on February 25 every five years: @0 r+ @& u- }2 a0 b( r
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to% R; }% b, S' e
the date fixed for redemption in the case of redemptions on any other date
( ^0 [7 [' C! k* l7 [8 `, O* _on or after February 25, 2014.* R6 J& k; V- W% ~( E
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic7 f) g5 d# h4 J L# ~8 N
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have1 m6 }1 B/ _9 P3 ^# [* U
the right, at their option, to convert, on February 25, 2019 and on. B* ?9 U H5 U* p1 j1 ^ E
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any& l+ X& ?- R0 H% ~0 H* j
or all of their Preferred Shares Series 19 into an equal number of Preferred
7 @ X0 A1 E- `; X. O) F8 AShares Series 18 upon giving to the Bank written notice thereof not earlier
6 k# E5 l+ e; P4 P- pthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
9 |4 z G r$ R3 Y! k4 g15th day preceding, a Series 19 Conversion Date.
2 j: g9 x" b/ ZAutomatic Conversion If the Bank determines, after having taken into account all shares tendered2 O) ], J9 k, U4 L8 |5 Y
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
. w% W \6 ^8 p0 E, {Series 18, as the case may be, that there would be outstanding on such
; D' \& l: r, G5 zSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
, D# q1 {% o4 q# `2 R0 dsuch remaining number of Preferred Shares Series 19 will automatically be) r& Z" [: X8 u6 x( \% h4 J
converted on such Series 19 Conversion Date into an equal number of
! A' W- G ` ~, d) U3 w) OPreferred Shares Series 18. Additionally, if the Bank determines that, after
) j8 Y, J- y- M# xconversion, there would be outstanding on such Series 19 Conversion Date3 L* x0 D2 w( {, K
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
/ P& h+ |$ z* O& u" ]Series 19 will be converted into Preferred Shares Series 18.8 [( _+ R8 [. C! q
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 E- S3 Q# q3 T @/ i1 |# d1 {Series 19 will not be entitled as such to receive notice of, attend, or vote at,7 e( |$ F" }+ G: w
any meeting of the shareholders of the Bank unless and until the first time at
) M2 m% P7 t9 M2 uwhich the Board of Directors has not declared the whole dividend on the
- N" N1 t4 d1 [8 `Preferred Shares Series 19 in any quarter. In that event, subject as
+ \1 o6 D* b8 u) qhereinafter provided, the holders of Preferred Shares Series 19 will be
% b4 A) \" D, ]- O1 G% `entitled to receive notice of, and to attend, meetings of shareholders at which
! Q, }$ `# [6 M2 V0 sdirectors of the Bank are to be elected and will be entitled to one vote for
* z" \4 |: D1 g3 x6 s8 t( ieach Preferred Share Series 19 held. The voting rights of the holders of the
, @1 X1 H* W, I* BPreferred Shares Series 19 will forthwith cease upon payment by the Bank of) M$ Z) z# R2 z4 H' v2 o
the first dividend on the Preferred Shares Series 19 to which the holders are
1 x' k# F6 d. ?# Oentitled thereunder subsequent to the time such voting rights first arose until
0 Q$ q* Q! |, @4 hsuch time as the Bank may again fail to declare the whole dividend on the
q/ v/ l* ]" V! gPreferred Shares Series 19 in respect of any quarter, in which event such- ~ C+ B$ x7 r* t
voting rights will become effective again and so on from time to time.
+ I/ L2 V ?, j0 N: x9 W* K( ?S-6
4 d% S: K6 ]0 u. ~* T* JPriority: The preferred shares of each series of the Bank will rank on a parity with
8 X" L; Y/ K- i9 p/ zevery other series and are entitled to preference over the common shares of( k7 |3 c+ O. n6 ?" \0 G. X+ {
the Bank and over any other shares of the Bank ranking junior to the b, X$ ^. t' t( Z* b" ~
preferred shares with respect to the payment of dividends and upon any2 j0 i. J% P% J$ _% d0 A
distribution of assets in the event of the liquidation, dissolution or r1 m* a/ D% f
winding-up of the Bank.
# H! E; l/ h/ S$ h* e: n. NTax on Preferred Share The Bank will elect, in the manner and within the time provided under. ?4 |' Z q( C
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares8 g5 }! d0 v( U+ ~! Z- X, }& Y
Series 18 and Preferred Shares Series 19 will not be required to pay tax on# M; K/ `$ k; G3 p4 ?
dividends received on such shares under Part IV.1 of such Act. |
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