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发表于 2008-11-29 16:58
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下面是BMO的:8 Z6 u% L" a; }: W7 F, v
SUMMARY OF THE OFFERING
5 @% B- ?3 s! NThis 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’’.
5 f3 g- N/ g2 O# [! t4 j2 u( dIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.6 [7 V& {# ~$ }. {
Amount: $150,000,000 (6,000,000 shares).+ o- h0 i1 |: Q( h
Price and Yield: $25.00 per share to yield initially 6.50% per annum.5 L8 c0 U- o3 `5 M+ l( S
Principal Characteristics of the Preferred Shares Series 188 C- b- j, K* ?. |6 Z
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
, y, J0 [ i, X+ Knon-cumulative preferential cash dividends, as and when declared by the
! r [' V" H* J% L7 |6 nBoard of Directors, subject to the provisions of the Bank Act, for the initial
# E& b9 N" |7 B5 u- j( i' {period commencing on the closing date and ending on and including
' J3 z2 u+ x0 [February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
+ }1 ^8 Z3 r X K6 K25th day of February, May, August and November in each year, at a rate. ^8 ?6 U* S2 u* A0 n+ q
equal to $0.40625 per share. The initial dividend, if declared, will be payable
! ^5 a2 V# i. ?2 ~" |8 h' U3 }May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
+ ?$ ]' @- H: ^; }1 D+ [date of December 11, 2008.
- m1 g) }: h) j! Z" ] HFor each five-year period after the Initial Fixed Rate Period (each, a
# @: N, E6 I9 }8 x! L, J4 ^5 Z0 m‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares u1 h7 e! f: h
Series 18 will be entitled to receive fixed non-cumulative preferential cash% S; L. V6 g; s+ G& e. W3 u, d
dividends, as and when declared by the Board of Directors, subject to the0 u# U' ]$ D9 P1 v2 }
provisions of the Bank Act, payable quarterly on the 25th day of February,
5 I: B) T, }. ^2 z# }) u2 ]$ }; U% }2 |May, August and November in each year, in the amount per share per annum M! C4 I5 |9 l
determined by multiplying the Annual Fixed Dividend Rate applicable to
$ {& z6 _1 [8 ?; osuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
_5 R3 D0 @( { y* t4 A0 aRate for the ensuing Subsequent Fixed Rate Period will be determined by the+ X; V) [& G0 H2 L- d1 x2 v
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
) g( \3 v2 p% z$ tof such Subsequent Fixed Rate Period and will be equal to the sum of the6 [8 n7 ]' E! b6 ]: `; _( I
Government of Canada Yield on the applicable Fixed Rate Calculation Date& [$ I) n; ]0 N- ~4 ?2 S4 Q
plus 3.83%.* C F" @% ^! g8 w9 i
If the Board of Directors does not declare a dividend, or any part thereof, on6 {: ~. W& R. e3 c3 w- W- j: l
the Preferred Shares Series 18 on or before the dividend payment date for a
% w @3 E. ` J+ ?( K( ]5 ~particular quarter, then the entitlement of the holders of the Preferred
$ |" Y @; ~0 L( u- CShares Series 18 to receive such dividend, or to any part thereof, for such$ ?1 U K1 H9 a! S, O$ ^+ ^ o
quarter will be forever extinguished.
, I" b, N4 k. ~: ?7 Z0 ERedemption: Subject to the provisions of the Bank Act and to the prior consent of the4 Y* f8 A" G- [4 m, b9 [" _
Superintendent and to the provisions described below under ‘‘Details of the6 D( g+ W3 G( ]! b. ]1 C" q8 A5 O
Offering — Certain Provisions of the Preferred Shares Series 18 as a! I' {2 m ~" x/ y- \
Series — Restrictions on Dividends and Retirement of Shares’’, on1 i' j& f; [/ e! ] j* q! F! W
February 25, 2014 and on February 25 every five years thereafter, on not h2 A, V5 W% M' |6 u
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any8 }5 ], @) e- A; ~; S: S) o
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
% s/ D# C4 q+ q0 `. L, twithout the consent of the holder, by the payment of an amount in cash for
( e4 @5 F$ W9 H, e- Y* O9 p! feach such share so redeemed of $25.00 together with all declared and unpaid
+ R% t/ ?' l+ N1 p% i8 x0 cdividends to the date fixed for redemption.
% r! ^, ?% w8 Q4 {* tConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
# b& A3 Y: J, E9 i, H( RShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have+ P+ k; h* U; r6 P1 V$ B
the right, at their option, to convert, on February 25, 2014 and on
( ]; c. x/ l/ _2 z% S6 vS-4 d; J( P9 r- i. K Q
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any0 t( Y, [% ^, M" W2 Y
or all of their Preferred Shares Series 18 into an equal number of Preferred
4 \: B Y9 E+ |, \' F6 W4 @7 oShares Series 19 upon giving to the Bank notice thereof not earlier than
$ t: w$ l8 P, z. y$ \30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day9 L+ V) l C" y% o9 [$ s$ j: _$ A
preceding, a Series 18 Conversion Date.* x( R4 r1 v0 F; M# Y
Automatic Conversion If the Bank determines, after having taken into account all shares tendered) Z/ e9 W5 G/ d/ _1 k8 p* G- D2 S6 U
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares2 L: `8 {1 \! H/ ^
Series 19, as the case may be, that there would be outstanding on such% j$ B' |& k" f, X' u
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
4 ]) W6 |7 H; D& Z8 e5 ]such remaining number of Preferred Shares Series 18 will automatically be4 Y6 N0 ^* |) _7 S+ ^2 J- e
converted on such Series 18 Conversion Date into an equal number of
+ t3 \& T4 A' N1 rPreferred Shares Series 19. Additionally, if the Bank determines that, after \$ {$ U0 k n) F
conversion, there would be outstanding on such Series 18 Conversion Date
) r# F$ q$ n' ^; z) I+ sless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares' W& S" Z2 u7 N
Series 18 will be converted into Preferred Shares Series 19.
: v( F* ^; F* D% L* oVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares) f' J- F1 g+ @. m3 A: a2 p! }5 R
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
$ e( x( O3 d% a3 qany meeting of the shareholders of the Bank unless and until the first time at
+ G' f# W; Y$ j, M9 o) E1 jwhich the Board of Directors has not declared the whole dividend on the
% K1 x6 Y* v5 KPreferred Shares Series 18 in any quarter. In that event, subject as: @; L4 C/ Y5 N" i6 M6 J
hereinafter provided, the holders of Preferred Shares Series 18 will be
4 k- N% z4 ^" H; X* O/ h( eentitled to receive notice of, and to attend, meetings of shareholders at which
; ?* s6 \& B0 }! i6 { Y0 i) c H5 odirectors of the Bank are to be elected and will be entitled to one vote for
) n; _/ f/ p* M( U& keach Preferred Share Series 18 held. The voting rights of the holders of the0 y% Y+ }9 W$ {9 d% Q* ^
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of( J: K; x' w8 ?( f \4 D
the first dividend on the Preferred Shares Series 18 to which the holders are
. \( g0 j: W: l ~1 `2 L+ Bentitled thereunder subsequent to the time such voting rights first arose until5 p4 L. t1 O- \8 X! w' k R4 W+ w( A
such time as the Bank may again fail to declare the whole dividend on the5 n3 ^( S# Q# C( g& C
Preferred Shares Series 18 in respect of any quarter, in which event such
5 Q& \/ F v: t6 c; rvoting rights will become effective again and so on from time to time.% x x7 Q. d9 q
Principal Characteristics of the Preferred Shares Series 195 T" J5 V1 e# b i2 i& p5 X
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive" X5 X: w: \4 Q
floating rate non-cumulative preferential cash dividends, as and when
, C7 ?2 Y; Q0 K: ydeclared by the Board of Directors, subject to the provisions of the Bank Act,4 V9 R* W6 m2 L8 y% I
payable quarterly on the 25th day of February, May, August and November
1 \! e" d: X0 `# rin each year, in the amount per share determined by multiplying the
2 Y; a4 c# P! q/ j; R$ e8 Oapplicable Quarterly Floating Dividend Rate by $25.00./ m0 C8 J! D' |6 Y+ H) Q! {7 u
On the 30th day prior to the commencement of the initial quarterly dividend: h: [- }% b# o
period beginning on February 25, 2014, and on the 30th day prior to the first8 R. X7 z5 {" }% ^) v( c- e/ }
day of each subsequent quarterly dividend period (the initial quarterly! i7 ?' Q/ z1 L" ?! N& {4 e
dividend period and each subsequent quarterly dividend period is referred to
9 C& T4 {0 a7 e6 pas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the: |+ d4 Q3 }, V( l! b7 n
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate) _: b7 n9 @; r3 q1 V
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the; {0 z( d" Q. i. H* E' u# N
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
* D' U2 r8 n, Relapsed in the applicable Quarterly Floating Rate Period divided by 365)& K( B- |" d2 [& @( L0 M
determined on the 30th day prior to the first day of the applicable Quarterly- C1 _1 p9 b8 I8 {! f
Floating Rate Period.# V, ^+ O; `3 ]) x1 |1 k0 ]' e3 G
S-5
- _, `/ }8 U3 C5 W& }0 ?If the Board of Directors does not declare a dividend, or any part thereof, on
: h# V7 S9 F. ] g7 [: R# w+ D5 Othe Preferred Shares Series 19 on or before the dividend payment date for a
* o9 P5 f$ a; Z' Pparticular quarter, then the entitlement of the holders of the Preferred
7 I- F: G. h- [3 C. d9 TShares Series 19 to receive such dividend, or to any part thereof, for such& {9 |, `4 t# F. @, c5 t( \
quarter will be forever extinguished.
# P5 K6 G H* n1 t e# b( bRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
`6 U) R8 I8 w! Q1 HSuperintendent and to the provisions described below under the heading: n% |5 v) `7 e
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
6 l6 O: z2 i8 B" t( aSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,' A7 Y: a$ V( }7 ^3 Y
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
$ H/ v5 I& [9 P1 I9 y( b `or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
+ q' L. k$ u1 ?5 ?8 @option without the consent of the holder, by the payment of an amount in* j2 z0 M9 R/ @" f1 N! {1 E% a% @7 B
cash for each such share so redeemed of (i) $25.00 together with all declared) S4 j6 G) C9 M' }$ J j
and unpaid dividends to the date fixed for redemption in the case of
- r @' X7 ~6 O- r% B, N/ k6 Predemptions on February 25, 2019 and on February 25 every five years
) W" B4 Z: r! c8 A" b& M/ o# Y. gthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
% |" @; v/ ~' A/ Ethe date fixed for redemption in the case of redemptions on any other date3 M5 [; @* S* H; L% N F
on or after February 25, 2014.8 h _+ V) T+ \9 o) W, k
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
8 s) f# j: V$ C$ I/ ?/ c9 \; LShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
3 e0 M6 T( c) U# S+ V$ xthe right, at their option, to convert, on February 25, 2019 and on6 i2 z6 }9 e! _! J7 ]
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
% l! _2 z( ^: A2 Y' kor all of their Preferred Shares Series 19 into an equal number of Preferred
7 g! u) S" A$ F, {: w0 ]Shares Series 18 upon giving to the Bank written notice thereof not earlier# M+ l, Y/ R3 `2 J5 T4 A
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the, c% s N! Z, I$ ^
15th day preceding, a Series 19 Conversion Date." V x6 G/ |+ [8 Z/ A+ t8 P5 [
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
% A" _$ S4 L W6 mProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
: y/ O* e |! j0 x ISeries 18, as the case may be, that there would be outstanding on such- @0 O6 w C/ G, N6 _
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
% H9 B* d8 X8 esuch remaining number of Preferred Shares Series 19 will automatically be
$ i0 R# g9 ]+ u- |! }. t. i) Nconverted on such Series 19 Conversion Date into an equal number of
) [ ` I% r1 v$ u$ \: A" LPreferred Shares Series 18. Additionally, if the Bank determines that, after9 j9 z& ]1 Z: b0 P" M
conversion, there would be outstanding on such Series 19 Conversion Date
6 v$ K0 K0 O$ d+ fless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
O9 }; P8 C& a) b* O. \Series 19 will be converted into Preferred Shares Series 18.8 L7 ]5 S3 y; a$ T+ ^4 H' j
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 I( s& U! h+ T& q5 R1 s7 |! W( v4 f
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
6 i" ^0 ?4 z" Z& I0 v9 [0 @, A( hany meeting of the shareholders of the Bank unless and until the first time at
7 d' W \; V2 ]" H, Lwhich the Board of Directors has not declared the whole dividend on the7 l, l( e( h9 F7 T9 |
Preferred Shares Series 19 in any quarter. In that event, subject as
# x4 }8 ]* X$ f2 \hereinafter provided, the holders of Preferred Shares Series 19 will be1 P; I: v. l8 Z2 `* D6 {) }- E
entitled to receive notice of, and to attend, meetings of shareholders at which
5 H2 F" P4 p( X V7 c% J( Sdirectors of the Bank are to be elected and will be entitled to one vote for9 w; C( W7 Q, C+ M' X- V
each Preferred Share Series 19 held. The voting rights of the holders of the2 Z7 N4 r- Y* _! F
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
: e5 m( N9 B- B" g9 k+ k1 [" `8 J+ p; ]the first dividend on the Preferred Shares Series 19 to which the holders are
$ \8 E' e2 z6 ^7 I; O0 u" R9 U; wentitled thereunder subsequent to the time such voting rights first arose until. J& \, j ~4 T4 n
such time as the Bank may again fail to declare the whole dividend on the5 c- O; u$ l+ N& o( p6 d4 c0 F9 D) Q
Preferred Shares Series 19 in respect of any quarter, in which event such
% ?: B; U3 o7 G Mvoting rights will become effective again and so on from time to time.
* Z0 J7 K/ d1 d, J5 ]9 hS-61 f! Q% `8 {' @- \5 V b* |7 |+ } G
Priority: The preferred shares of each series of the Bank will rank on a parity with
& i+ e, i, A! c9 O+ S5 aevery other series and are entitled to preference over the common shares of
- q6 P. v$ N0 h/ ? T- v0 m" m' Ethe Bank and over any other shares of the Bank ranking junior to the8 X# U! b; R, _# x/ F1 O) K. S4 }6 {
preferred shares with respect to the payment of dividends and upon any. L! p6 ~6 l/ |& Z" R0 N u
distribution of assets in the event of the liquidation, dissolution or
4 [0 c* c4 x) ~/ W0 Jwinding-up of the Bank.
9 c f/ q' l! p) m3 ~Tax on Preferred Share The Bank will elect, in the manner and within the time provided under' A9 j' x! R; X. d J
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares+ L; F6 ~. D, o
Series 18 and Preferred Shares Series 19 will not be required to pay tax on( ~2 G& C% l& D! }/ I
dividends received on such shares under Part IV.1 of such Act. |
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