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发表于 2008-11-29 16:58
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下面是BMO的:( C1 R7 ^" h; L- H
SUMMARY OF THE OFFERING' G/ ~ x" X& c7 U% l9 p
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’’.
4 @. b0 R b+ b6 F6 ~1 {Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
2 a) T. b8 t2 c# E. e5 A0 {4 XAmount: $150,000,000 (6,000,000 shares).+ `$ @' Z% ?. x8 Y; s
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
2 k0 y E- m3 H2 l, qPrincipal Characteristics of the Preferred Shares Series 18
5 f0 T9 Z$ C4 F' n! E n) cDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed+ s+ e7 T" j: q, k6 }
non-cumulative preferential cash dividends, as and when declared by the3 Q& N' w$ G( @( [% q! h
Board of Directors, subject to the provisions of the Bank Act, for the initial
: b" ^/ B! h9 ~) H) Vperiod commencing on the closing date and ending on and including
! [8 T, b9 j1 O T/ C. [February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
3 b8 `6 d3 A+ G& P7 ]5 a- w7 W" w25th day of February, May, August and November in each year, at a rate& h/ \' ^3 K0 @. \/ H) F
equal to $0.40625 per share. The initial dividend, if declared, will be payable% I; b. j3 R& r: ^9 P
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing) u3 Y9 C/ G$ @( M8 k+ r
date of December 11, 2008.% K2 M i& Y; a/ {# V6 L
For each five-year period after the Initial Fixed Rate Period (each, a
. [# \/ d% W+ M2 @: ~; m‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
( y7 x. a- A" s; x2 GSeries 18 will be entitled to receive fixed non-cumulative preferential cash
, v T3 v; p( b7 { a7 X: Vdividends, as and when declared by the Board of Directors, subject to the
0 x6 z+ F- i6 L- L5 M8 ~provisions of the Bank Act, payable quarterly on the 25th day of February,
+ L* a( N" p. q# B; m' A' JMay, August and November in each year, in the amount per share per annum4 g. e D7 @# g7 j" h
determined by multiplying the Annual Fixed Dividend Rate applicable to# f+ b/ v5 V$ I+ g3 c- t* a2 ?
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend" o0 e9 g, e0 ?( w' b$ I
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the O" Q2 j. Q! V5 z1 ?/ K9 r
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
$ s+ I9 i/ e1 a2 ?1 z8 bof such Subsequent Fixed Rate Period and will be equal to the sum of the) K! c$ q, T+ J' S0 l- j7 X
Government of Canada Yield on the applicable Fixed Rate Calculation Date3 B3 `; c6 H0 K' }" m3 R
plus 3.83%.
# [; N9 ]3 A. E+ \3 X0 vIf the Board of Directors does not declare a dividend, or any part thereof, on t8 U6 }7 N' Y" S% [6 N+ b
the Preferred Shares Series 18 on or before the dividend payment date for a( d( [+ n8 B6 j" b
particular quarter, then the entitlement of the holders of the Preferred$ V/ ]5 {* s! }
Shares Series 18 to receive such dividend, or to any part thereof, for such3 q, z8 f; }+ }# e% g
quarter will be forever extinguished.
; f Z1 ~ F/ u$ O' H5 _% LRedemption: Subject to the provisions of the Bank Act and to the prior consent of the' C- Z" q) [+ V" S0 [
Superintendent and to the provisions described below under ‘‘Details of the
4 p8 E+ H% X7 [Offering — Certain Provisions of the Preferred Shares Series 18 as a
8 u! |) ?- f9 J) R h4 A( Q+ m Q! YSeries — Restrictions on Dividends and Retirement of Shares’’, on
9 q; h0 X* F6 H, P1 wFebruary 25, 2014 and on February 25 every five years thereafter, on not
1 V& i$ h/ @, Q1 ?, H f: kmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
w+ l K$ b6 x" }part of the then outstanding Preferred Shares Series 18, at the Bank’s option
6 {: U( n0 ~7 H, |: hwithout the consent of the holder, by the payment of an amount in cash for5 T/ _4 y* Y, ?- M4 n
each such share so redeemed of $25.00 together with all declared and unpaid
: d9 R% r. @+ W1 Ydividends to the date fixed for redemption.5 u) [- ^, l% S6 K- s
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic$ t$ G# Q0 f6 \0 ~+ |
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have( V6 w3 F$ A! y, G$ W- u
the right, at their option, to convert, on February 25, 2014 and on1 |0 C# B& k: Z0 Q* U6 {
S-4& G$ D% ]6 }* O- M) W0 f8 @% M
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any: A9 k7 S% o O i+ T4 A ~
or all of their Preferred Shares Series 18 into an equal number of Preferred( W" K; W9 @3 ?1 V: l
Shares Series 19 upon giving to the Bank notice thereof not earlier than
/ d8 x6 Q8 Y' T) x x. T30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
. ]0 R- z$ p+ R+ c hpreceding, a Series 18 Conversion Date.! \- E" s# l! z9 X/ u. o) x
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
3 [) P2 G0 z+ {5 I* h2 j+ kProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
* f! G; k- c7 d8 W! P* }Series 19, as the case may be, that there would be outstanding on such9 Q& J2 \. n, D, M
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
6 s% e$ P6 E+ @, t) ]0 zsuch remaining number of Preferred Shares Series 18 will automatically be/ N/ _/ _6 q4 {' n- I; S' P, R
converted on such Series 18 Conversion Date into an equal number of2 W9 O \; \! S( h( N
Preferred Shares Series 19. Additionally, if the Bank determines that, after, b5 y, k! H3 J$ j0 S, _/ ~2 O
conversion, there would be outstanding on such Series 18 Conversion Date
# Y7 ~8 I! \! E" Wless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
* b# L8 G% u3 ~) V8 S! n+ SSeries 18 will be converted into Preferred Shares Series 19.
1 l1 f( ?( g) d, ]& o+ B5 bVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
0 H. }, R8 |8 q, }; {Series 18 will not be entitled as such to receive notice of, attend, or vote at,9 b9 i& ^, {" ^# h2 G1 e
any meeting of the shareholders of the Bank unless and until the first time at( @& N! s& J N
which the Board of Directors has not declared the whole dividend on the
' F- |1 c- c- uPreferred Shares Series 18 in any quarter. In that event, subject as
3 |" h: b/ q- b& Dhereinafter provided, the holders of Preferred Shares Series 18 will be
- N, h" m0 \) m" L5 h" oentitled to receive notice of, and to attend, meetings of shareholders at which
2 V' \9 D) ~* u# p- ]' }: P' Ydirectors of the Bank are to be elected and will be entitled to one vote for) ?7 f+ R7 |4 u4 q( n, s3 s) K" B
each Preferred Share Series 18 held. The voting rights of the holders of the0 k" |1 w* _, @. d8 @ I
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
( S3 R; n: a! Fthe first dividend on the Preferred Shares Series 18 to which the holders are
" P2 m9 d2 j' b% N. a; I+ _entitled thereunder subsequent to the time such voting rights first arose until p& U, D+ u; q0 O3 n R
such time as the Bank may again fail to declare the whole dividend on the8 ]( ~, m8 X1 ^2 L
Preferred Shares Series 18 in respect of any quarter, in which event such
9 C4 B8 c5 [0 V0 d: J. Qvoting rights will become effective again and so on from time to time.: l3 G/ `- O, B
Principal Characteristics of the Preferred Shares Series 19
1 S( U" _, t! g( p6 z4 S; fDividends: The holders of the Preferred Shares Series 19 will be entitled to receive- s* e' H- @& x' a$ k3 W1 ]' e) B$ T5 _
floating rate non-cumulative preferential cash dividends, as and when
8 w3 t3 f1 L' W% R0 @5 h5 ^declared by the Board of Directors, subject to the provisions of the Bank Act,
) k% C# w! _0 A& Y0 G; Q; s4 Mpayable quarterly on the 25th day of February, May, August and November
3 o: n3 a" ^, j6 n, G1 ~) d$ C/ e# Iin each year, in the amount per share determined by multiplying the6 i! M1 J l) l. {
applicable Quarterly Floating Dividend Rate by $25.00.
1 ~5 B: \1 Y7 S9 x5 fOn the 30th day prior to the commencement of the initial quarterly dividend
+ W- w+ o/ x* F( I9 ~' R3 g! vperiod beginning on February 25, 2014, and on the 30th day prior to the first2 e( e. ~6 u0 f
day of each subsequent quarterly dividend period (the initial quarterly5 h. e! O4 D( M$ O
dividend period and each subsequent quarterly dividend period is referred to
2 `- v7 n, M1 pas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
+ O h$ |. r- O" {! I1 E3 fQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate( d( Z1 q$ B" Y& Z1 G! l7 Y1 ^
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
7 d; Z' W# z$ p4 ]) ST-Bill Rate plus 3.83% (calculated on the basis of the actual number of days- X" {) M# g4 `5 ^; U. B9 |5 d
elapsed in the applicable Quarterly Floating Rate Period divided by 365): Y6 T9 E3 @& |, q- Y' b, q6 Z
determined on the 30th day prior to the first day of the applicable Quarterly
- F* Q E6 F( h: i+ j0 ~1 ~) o0 g9 hFloating Rate Period.
% o8 j$ `. V1 S$ I9 `S-5
, s( K* s3 G0 W+ I9 o" @If the Board of Directors does not declare a dividend, or any part thereof, on: @0 s* W% V% o% _1 ^, E9 s
the Preferred Shares Series 19 on or before the dividend payment date for a- Z7 h- s! Y, }; E/ @2 `* e: @
particular quarter, then the entitlement of the holders of the Preferred. S8 ^: @2 [/ N
Shares Series 19 to receive such dividend, or to any part thereof, for such
' ?; y6 W- V6 A2 W, Xquarter will be forever extinguished.
9 Y$ N% u3 j8 q: S2 }Redemption: Subject to the provisions of the Bank Act and to the prior consent of the; O5 I( U' Q/ E* C9 g1 W0 r) ^
Superintendent and to the provisions described below under the heading( O, a1 Q; x; g! J- M% [) }1 r
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
2 l- \# W& O8 @8 }* D% a' m9 nSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,) }+ |; S, Q, I8 p6 x& }1 x
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
+ p* P$ E9 B- D3 ?' z) Aor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
$ V$ c w4 K, X" ]% L& h8 ~9 ^option without the consent of the holder, by the payment of an amount in
$ J) k; }! @; k' tcash for each such share so redeemed of (i) $25.00 together with all declared
5 n( Z O! M) D9 ~+ yand unpaid dividends to the date fixed for redemption in the case of
, Q6 }* R" L. S) @- y6 D9 Kredemptions on February 25, 2019 and on February 25 every five years9 C9 E8 R% Q. r( [" s2 k
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to$ K+ [* o# X( g
the date fixed for redemption in the case of redemptions on any other date
* G( G6 `! m5 zon or after February 25, 2014.* N, H9 l- `" Z4 _6 U2 `0 v2 O
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic( g. }/ q0 e& Z6 |. _. r
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have. z2 K; A1 p; W7 J1 v
the right, at their option, to convert, on February 25, 2019 and on
* u/ F; J# }9 M' jFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
! p# i: Y& z" F' b8 dor all of their Preferred Shares Series 19 into an equal number of Preferred
. Y0 `0 C: ~. y2 ^ }' n {- uShares Series 18 upon giving to the Bank written notice thereof not earlier! a8 W: i( A4 {! \. V
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the! F6 R0 @1 k7 ?. J+ A p0 O9 N
15th day preceding, a Series 19 Conversion Date., b1 g* {) g: j2 T# F
Automatic Conversion If the Bank determines, after having taken into account all shares tendered! i( E, I$ h7 U) ?- n# Z
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares% a5 j( Y- N, k0 S
Series 18, as the case may be, that there would be outstanding on such
, @+ @4 P7 V x6 bSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,/ p3 [# S$ K7 A/ c: n+ K; d
such remaining number of Preferred Shares Series 19 will automatically be# L! k+ J8 q& a
converted on such Series 19 Conversion Date into an equal number of& }7 ~4 k: i$ Q' N' W+ t% ~ E
Preferred Shares Series 18. Additionally, if the Bank determines that, after5 U- {' u! s( I; F, v( y [
conversion, there would be outstanding on such Series 19 Conversion Date6 G( K9 {4 m& i) y' d' M
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares, V/ p! k5 ]5 o( @2 O3 B& D
Series 19 will be converted into Preferred Shares Series 18.( E0 W/ _& q, r) _9 n
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares# ~$ i7 ?; I# e7 t
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
/ D9 L8 G$ L# i/ C# {6 K) Pany meeting of the shareholders of the Bank unless and until the first time at
1 [5 p; X- W. U! Swhich the Board of Directors has not declared the whole dividend on the
3 |# O/ N8 Z: ~, bPreferred Shares Series 19 in any quarter. In that event, subject as
, C8 E5 }% ~+ l' {) Nhereinafter provided, the holders of Preferred Shares Series 19 will be
, q0 w1 I5 r R- g+ Kentitled to receive notice of, and to attend, meetings of shareholders at which
$ t8 W8 L5 S6 V3 M' P2 a0 s$ ndirectors of the Bank are to be elected and will be entitled to one vote for) D _+ M; s4 B |2 I1 O' u, U0 ?1 B
each Preferred Share Series 19 held. The voting rights of the holders of the
6 ~, e# z! M0 E' `* UPreferred Shares Series 19 will forthwith cease upon payment by the Bank of+ `5 l0 {0 c) p* h) K. f& f% K5 X1 L
the first dividend on the Preferred Shares Series 19 to which the holders are
+ x/ v2 g+ A5 H; }) q; m, Q Bentitled thereunder subsequent to the time such voting rights first arose until
5 G5 R: \) V+ ?3 M; D$ N0 W2 G$ X& ysuch time as the Bank may again fail to declare the whole dividend on the
k) C, l/ e) `4 e6 T$ ?- y) ^: zPreferred Shares Series 19 in respect of any quarter, in which event such' |# S9 c6 W5 r, L; N
voting rights will become effective again and so on from time to time.
0 i- d+ s- B! kS-6
' G) p1 k6 s6 o$ M; b4 }Priority: The preferred shares of each series of the Bank will rank on a parity with
' r) t8 m" p( s i. Mevery other series and are entitled to preference over the common shares of
# w* J2 n1 X& p( t7 x- ethe Bank and over any other shares of the Bank ranking junior to the2 G/ |, v7 e1 ~
preferred shares with respect to the payment of dividends and upon any+ e; }; S" O: Y/ c# d" b3 f: _9 b1 _/ i
distribution of assets in the event of the liquidation, dissolution or. ^: [! E* l+ a7 ^
winding-up of the Bank.; W, r9 A, x) I8 j& S/ n. `6 v$ D
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
$ ?( [. C! n* l8 T4 ]: XDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares1 r7 Q, _7 L3 G
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
" V/ t$ S, D' \, |- }+ n7 B, l9 zdividends received on such shares under Part IV.1 of such Act. |
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