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发表于 2008-11-29 16:58
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下面是BMO的:8 @% C& K0 j+ c) _* ~# X8 [% Y) t+ g
SUMMARY OF THE OFFERING4 `3 T' S9 q: B0 p* y* p0 J$ ^
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’’.0 y* Z5 {9 J. {4 |- O& `5 v
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.) S) ]. ^# |% z) H1 \2 Z2 B
Amount: $150,000,000 (6,000,000 shares)., ]6 b- {' z% R1 E: r- o
Price and Yield: $25.00 per share to yield initially 6.50% per annum.& w+ l: w+ ?9 i; V P; {
Principal Characteristics of the Preferred Shares Series 18
# G( }( C2 J( CDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed5 L1 S2 h3 ^ p$ l# I: {( E
non-cumulative preferential cash dividends, as and when declared by the, [! E& {( I: M3 |
Board of Directors, subject to the provisions of the Bank Act, for the initial
Q# d0 K$ o/ H6 [/ k7 I. ~period commencing on the closing date and ending on and including4 ~' }+ F5 m: Y
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
G( q) \! w# ~0 h4 Y, B& A25th day of February, May, August and November in each year, at a rate7 j2 Z+ }) m& ?3 s2 G1 U V
equal to $0.40625 per share. The initial dividend, if declared, will be payable
) C9 j* R0 |2 I4 R; m& @May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
2 Z0 y2 ^, w- o5 [, U) u- gdate of December 11, 2008.
( k- `6 D1 T" t- F4 v- ~6 h+ PFor each five-year period after the Initial Fixed Rate Period (each, a U7 [* N) W. j5 c z
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares4 q2 F, |# A' Z# o) r, _" n6 W5 I+ ~
Series 18 will be entitled to receive fixed non-cumulative preferential cash
( a! l0 G) R% a* r* D( D0 @+ P2 Kdividends, as and when declared by the Board of Directors, subject to the+ @% z' x! F6 ]
provisions of the Bank Act, payable quarterly on the 25th day of February,
; C# C e; ~. ] HMay, August and November in each year, in the amount per share per annum& M& [/ Q) E" K, `" g6 L @
determined by multiplying the Annual Fixed Dividend Rate applicable to
. q: }" x+ |' I/ g$ H5 p+ j1 n' msuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend! b9 F1 |/ S4 y/ N% j9 n
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
) \6 O+ A- M. e1 R6 ?Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day/ d3 U# p$ x2 q; q
of such Subsequent Fixed Rate Period and will be equal to the sum of the; S6 R. I9 g6 a J# H3 a
Government of Canada Yield on the applicable Fixed Rate Calculation Date
2 x0 B- D" L: J+ Q! Y. U3 L* X# mplus 3.83%.) D- E/ c! D) H' ]8 m, j; h0 W
If the Board of Directors does not declare a dividend, or any part thereof, on
/ E% _/ ^& L& Y/ Lthe Preferred Shares Series 18 on or before the dividend payment date for a$ w9 O4 j4 j8 c v) H
particular quarter, then the entitlement of the holders of the Preferred/ ]' m5 L9 {9 O* b$ P0 Y' D
Shares Series 18 to receive such dividend, or to any part thereof, for such' D6 o& Q4 w, }& _& T
quarter will be forever extinguished.: e- h& _7 K+ K$ j3 y
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the: \/ B F/ |+ ^; F; Q+ ?
Superintendent and to the provisions described below under ‘‘Details of the% s4 w' n% }8 U% x/ X6 _
Offering — Certain Provisions of the Preferred Shares Series 18 as a% [7 p2 h; E) @/ W) d6 q3 U# b
Series — Restrictions on Dividends and Retirement of Shares’’, on/ H2 F# }3 i/ Z; Y, u
February 25, 2014 and on February 25 every five years thereafter, on not/ u, H+ f. l4 S4 ~
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
$ M7 X$ X- i; ?9 j4 bpart of the then outstanding Preferred Shares Series 18, at the Bank’s option2 X% V/ A9 l( n, V4 [
without the consent of the holder, by the payment of an amount in cash for; Y+ Z4 G5 ]: J
each such share so redeemed of $25.00 together with all declared and unpaid" G: c$ D Y) ^1 ?% u1 |/ m
dividends to the date fixed for redemption.
- [7 s1 [; [( _, \6 FConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic% M" S8 u i8 `9 B; I9 I
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
9 B7 \. l& o3 A1 p( V( l& L* l" _the right, at their option, to convert, on February 25, 2014 and on
5 q& ?% u3 Y& u6 A r) I7 ?8 ^S-4
! N+ |4 k* }2 M& CFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any, e* R! F/ J* W3 t% ]
or all of their Preferred Shares Series 18 into an equal number of Preferred! I0 _6 ^" Y- z$ K
Shares Series 19 upon giving to the Bank notice thereof not earlier than
! z5 S0 D% u0 ]9 }8 V30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
6 S3 w6 R9 ?/ P; d1 r5 ypreceding, a Series 18 Conversion Date." R7 F- s0 o6 L5 ?7 e2 G0 f
Automatic Conversion If the Bank determines, after having taken into account all shares tendered! |/ U" l7 ]- N: k3 l( j
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares; X5 S* v& N( C0 `8 U8 y5 G
Series 19, as the case may be, that there would be outstanding on such
+ o: E4 Z7 |# A: {) M8 oSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,6 t9 G4 j# P2 b o
such remaining number of Preferred Shares Series 18 will automatically be
: `& _+ D6 `9 e: N) g) J& k- xconverted on such Series 18 Conversion Date into an equal number of
6 V3 z" T5 a$ Y$ cPreferred Shares Series 19. Additionally, if the Bank determines that, after
6 x4 Z% U7 u0 |" ] S! rconversion, there would be outstanding on such Series 18 Conversion Date9 G5 ]; J% ?' f. @# ?! c4 S! a1 l
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares& h7 {4 R& u( e( L
Series 18 will be converted into Preferred Shares Series 19.- W; @( ~& K9 Y7 s0 |
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
* \8 J! |/ f5 f5 [: p5 `Series 18 will not be entitled as such to receive notice of, attend, or vote at,8 Z0 c( o/ g! d* y# [
any meeting of the shareholders of the Bank unless and until the first time at/ P7 z9 l6 f' I
which the Board of Directors has not declared the whole dividend on the
* Y% q+ d/ I( z: W) Z, ZPreferred Shares Series 18 in any quarter. In that event, subject as0 H; b! D+ w2 l1 ]4 T* b' g: C
hereinafter provided, the holders of Preferred Shares Series 18 will be
% C8 k" @: y5 S8 L2 d o3 pentitled to receive notice of, and to attend, meetings of shareholders at which
+ I5 h$ m( h0 }4 c5 S% W4 adirectors of the Bank are to be elected and will be entitled to one vote for
9 O2 s7 _+ R1 L" p5 H$ M0 deach Preferred Share Series 18 held. The voting rights of the holders of the0 b0 V% D" D$ n& ~2 ?, D
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of# y% h9 g. I% d, _5 {) ]- Z5 K8 u2 e
the first dividend on the Preferred Shares Series 18 to which the holders are4 j: T4 b4 O3 P! z
entitled thereunder subsequent to the time such voting rights first arose until
3 d3 R+ b- L: _ csuch time as the Bank may again fail to declare the whole dividend on the
) r4 B; c* l2 v8 k: V2 ?Preferred Shares Series 18 in respect of any quarter, in which event such
* {, Z3 H+ o: h0 H+ d/ y5 xvoting rights will become effective again and so on from time to time.* z$ L6 X6 F+ O. _8 @( ]8 m& w
Principal Characteristics of the Preferred Shares Series 19/ [' U' f( g4 p- F
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive# W9 t- X q8 x" O, z" C
floating rate non-cumulative preferential cash dividends, as and when6 A& A8 A/ X: k4 N& l! a6 ^" {; o
declared by the Board of Directors, subject to the provisions of the Bank Act,
. s# b! k7 s: |, g4 q( }payable quarterly on the 25th day of February, May, August and November: h& `8 v7 a7 o- F1 I* U# e( h; _
in each year, in the amount per share determined by multiplying the% H. U) ~. l+ o; x' l
applicable Quarterly Floating Dividend Rate by $25.00.
& G7 V6 J7 e6 a N! ~7 mOn the 30th day prior to the commencement of the initial quarterly dividend# Y* v: w( ^3 T9 o# O$ e
period beginning on February 25, 2014, and on the 30th day prior to the first/ p/ h, u* L: ~8 \' O" u
day of each subsequent quarterly dividend period (the initial quarterly
) I; X& \) U: L) ndividend period and each subsequent quarterly dividend period is referred to4 ~( ?6 A& C7 M# |/ C7 N# A
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the9 d' {2 U, G1 X% V/ K, u9 _& ]
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate4 `: r7 X- x. j9 W$ j
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
$ a% b5 ]$ F0 P" }9 lT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days7 F. r4 Q6 |0 F3 @' A, X; M" [* H
elapsed in the applicable Quarterly Floating Rate Period divided by 365)/ o5 h4 |7 j1 ?! T* ~+ M- ^
determined on the 30th day prior to the first day of the applicable Quarterly
3 n9 I: h9 }$ c$ I8 L/ k3 ]8 FFloating Rate Period.; o/ f6 Z) h* K8 E( g3 G% P
S-5
2 h3 ]& Z5 \ J2 EIf the Board of Directors does not declare a dividend, or any part thereof, on; G* ?2 d% @' M8 K! k$ [
the Preferred Shares Series 19 on or before the dividend payment date for a2 e6 e" f6 g' G/ ]/ v& a
particular quarter, then the entitlement of the holders of the Preferred" W: a% p8 m/ a* w, ~8 }. G
Shares Series 19 to receive such dividend, or to any part thereof, for such
3 i( q- d4 y+ P/ pquarter will be forever extinguished.
: F4 \3 ], ?! ERedemption: Subject to the provisions of the Bank Act and to the prior consent of the
6 ]4 \' k! L+ g" H+ KSuperintendent and to the provisions described below under the heading/ o2 h4 {" q& t3 s( p$ B7 x3 z
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
3 `! b* ~3 B3 L7 a- PSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
( ^+ i4 u& K2 [# W! a3 con not more than 60 nor less than 30 days’ notice, the Bank may redeem all
9 F& w" a0 O4 y" q! N Cor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
, G7 H9 n5 H# R- K7 [# F9 H/ s; |option without the consent of the holder, by the payment of an amount in4 g0 m; E! T! c! F7 L& e5 a
cash for each such share so redeemed of (i) $25.00 together with all declared
. a7 R$ H3 U$ U/ {$ p! E8 e* Aand unpaid dividends to the date fixed for redemption in the case of4 g. J9 B" P" u
redemptions on February 25, 2019 and on February 25 every five years! e" r* x* G6 g+ F, U( t% Q/ B
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to( n0 R, d5 \- S; \
the date fixed for redemption in the case of redemptions on any other date
t2 J0 X) h& `7 e! f( D7 Son or after February 25, 2014./ B) v" S+ l% V" ]
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
6 S% N' O& G% P/ C8 m2 UShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have1 K" l$ Z n% Y
the right, at their option, to convert, on February 25, 2019 and on! `4 U3 S+ o+ d% y7 L; e
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
. V4 g; m; Z* S9 U7 ?or all of their Preferred Shares Series 19 into an equal number of Preferred) N9 z1 I7 j& Z9 V6 H
Shares Series 18 upon giving to the Bank written notice thereof not earlier
# Z/ R) ?8 ?& f% rthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the( }: R/ T- k7 w2 E$ x* E3 ^; T
15th day preceding, a Series 19 Conversion Date., Y1 Y/ {! Q2 {5 ]. c% |
Automatic Conversion If the Bank determines, after having taken into account all shares tendered( G7 x$ Z U! D& P
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
! f7 O7 R1 p" q& d3 Z+ Y5 fSeries 18, as the case may be, that there would be outstanding on such+ s- t8 `0 [0 C( {8 [
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,( [3 @6 k5 p" P7 q
such remaining number of Preferred Shares Series 19 will automatically be2 K5 I: h k% Q7 c/ j2 o6 y
converted on such Series 19 Conversion Date into an equal number of
) A9 O: U, c# C& [! A0 cPreferred Shares Series 18. Additionally, if the Bank determines that, after" X- o! \5 o9 V- A4 P
conversion, there would be outstanding on such Series 19 Conversion Date+ ~5 t, s" V y: J1 f' f* ]3 H
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares2 a+ U0 E* ~2 K6 p' _
Series 19 will be converted into Preferred Shares Series 18.
, V( |6 l5 s7 F% {. I& YVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 S4 d: L0 X7 `5 o+ d
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
3 u6 ~% T: o1 A0 @3 \+ A! S# Tany meeting of the shareholders of the Bank unless and until the first time at6 F5 _, H) q4 Z1 v8 s( k
which the Board of Directors has not declared the whole dividend on the" u' C5 [& ]( ?' Z
Preferred Shares Series 19 in any quarter. In that event, subject as
+ F, j' P- ^$ n' c" [hereinafter provided, the holders of Preferred Shares Series 19 will be g+ Q4 y' D9 r, y6 m
entitled to receive notice of, and to attend, meetings of shareholders at which
( ?& G% [# n1 _0 v" F# Cdirectors of the Bank are to be elected and will be entitled to one vote for% M0 s; F, M1 `
each Preferred Share Series 19 held. The voting rights of the holders of the# z7 X" j8 t0 W6 z2 j* c& h# B4 {3 |
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
0 ?+ h7 y3 {% l) w/ u4 H7 Pthe first dividend on the Preferred Shares Series 19 to which the holders are
. m7 a" K M4 M$ l! pentitled thereunder subsequent to the time such voting rights first arose until
% V! d4 w! f( B% K! w; o9 p; @9 \' m$ wsuch time as the Bank may again fail to declare the whole dividend on the
" U6 x @: b" c' h" u# b |Preferred Shares Series 19 in respect of any quarter, in which event such4 v2 J7 Y7 B, W- a. p2 E
voting rights will become effective again and so on from time to time./ D" S; V+ z0 ?4 I5 n
S-6
, _0 R# z! I4 u0 I. }0 T* k8 ^5 ?Priority: The preferred shares of each series of the Bank will rank on a parity with+ w% d: e+ {" q" \9 R4 x; e
every other series and are entitled to preference over the common shares of
4 \+ A9 k+ }* F% W3 [) Z* B, Fthe Bank and over any other shares of the Bank ranking junior to the; w- M+ F# S( O% Z4 A" Z
preferred shares with respect to the payment of dividends and upon any, Q; x9 M7 ~4 E4 U0 G7 p
distribution of assets in the event of the liquidation, dissolution or
" j7 r3 j' M+ a8 r& K& f4 twinding-up of the Bank.& X/ J- i/ O7 `: T4 z
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
. x. H3 T3 W4 {! m: @- h0 rDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
' l- r) x) f& A6 h0 j) vSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
# F1 }+ z) _1 B. h) t4 d/ }dividends received on such shares under Part IV.1 of such Act. |
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