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发表于 2008-11-29 16:58
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下面是BMO的:2 Q2 D7 n! p$ E* _, s F
SUMMARY OF THE OFFERING5 d+ J* I3 n* s% L) W
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’’.
) f3 S, z- Z; P8 P r% rIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.* H/ {, g! L8 [1 s$ c6 m; @. f/ x
Amount: $150,000,000 (6,000,000 shares)." B$ E& V& w- ]8 t( L) p
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
. \: e4 h% C: J" \2 iPrincipal Characteristics of the Preferred Shares Series 18
' a) D( U; H; S- v0 R; [) ODividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed" E/ ~; C% z4 I& w
non-cumulative preferential cash dividends, as and when declared by the
* r1 b, b5 s6 L" w! H, ^Board of Directors, subject to the provisions of the Bank Act, for the initial0 S9 x# x; h- `3 Z
period commencing on the closing date and ending on and including( {) r! K& h" J6 D) N" Z; S8 N
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the4 A# @+ e9 f% o. x4 T
25th day of February, May, August and November in each year, at a rate, R" C% x: Q5 {
equal to $0.40625 per share. The initial dividend, if declared, will be payable6 X3 {/ Y0 s' p
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing1 d3 r9 w% a4 i( l
date of December 11, 2008.
4 L8 L9 K* I' t3 b/ XFor each five-year period after the Initial Fixed Rate Period (each, a& B$ P/ ^) J9 w y
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
5 o7 O+ x0 ?/ d3 W. x& T, |Series 18 will be entitled to receive fixed non-cumulative preferential cash
( f, Q# _" L# u7 ydividends, as and when declared by the Board of Directors, subject to the
1 u. x9 a ?2 m( l, bprovisions of the Bank Act, payable quarterly on the 25th day of February,# U7 F8 B. E" v" N+ }- Q" Z
May, August and November in each year, in the amount per share per annum4 p. y d( K% M4 B
determined by multiplying the Annual Fixed Dividend Rate applicable to, S3 m C1 w; B" j
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
3 U) ~4 Z4 f- c& DRate for the ensuing Subsequent Fixed Rate Period will be determined by the* P: n0 C. |: B, F6 @& Y7 \
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
5 i6 A0 E) }0 Sof such Subsequent Fixed Rate Period and will be equal to the sum of the
+ D) E- ^: R2 ~% |1 w5 tGovernment of Canada Yield on the applicable Fixed Rate Calculation Date7 B9 X9 l9 S* X/ Z
plus 3.83%.+ t+ N" y1 `9 w8 y! ~, ] ?7 T
If the Board of Directors does not declare a dividend, or any part thereof, on
9 g- X! p6 x8 Y- Ithe Preferred Shares Series 18 on or before the dividend payment date for a
% h$ ~& [ ^# w. |particular quarter, then the entitlement of the holders of the Preferred$ q9 Q9 B7 T0 v3 Z) Z# H3 l
Shares Series 18 to receive such dividend, or to any part thereof, for such
8 {2 ~3 J7 }2 O& X! N6 jquarter will be forever extinguished.' ?$ Z6 \, ?4 T* E8 { G
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 l6 d1 W- a% F$ jSuperintendent and to the provisions described below under ‘‘Details of the
* w: I3 H8 J2 `, iOffering — Certain Provisions of the Preferred Shares Series 18 as a; T V" ~( E* |4 A
Series — Restrictions on Dividends and Retirement of Shares’’, on- J! Q# T2 d- N# ^
February 25, 2014 and on February 25 every five years thereafter, on not% }% ]8 k: Y( p$ w/ ?$ G1 G
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any+ C$ ?* Q3 C# l- g0 v- E$ ?/ J; J
part of the then outstanding Preferred Shares Series 18, at the Bank’s option+ z1 `" R& V* G+ }% f" D
without the consent of the holder, by the payment of an amount in cash for
9 \' b4 `( |2 p4 q: d( A& _+ yeach such share so redeemed of $25.00 together with all declared and unpaid
% b4 U! H% ]3 O$ Q9 v+ w2 kdividends to the date fixed for redemption.) O: e/ Z' ?' |/ z+ b1 g$ P
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic5 Z+ X9 p' Y: {& F
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
! b; v/ K) t2 A8 s$ [% ~1 z$ Rthe right, at their option, to convert, on February 25, 2014 and on
( j" H" ~" g' b( ?' IS-4
/ _* t) R9 W3 ~: C: V, q2 Y" NFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
- p7 C4 H0 T# \) J) a% a& A& |$ G; {4 Oor all of their Preferred Shares Series 18 into an equal number of Preferred5 a6 r, V' K# C9 |. Y
Shares Series 19 upon giving to the Bank notice thereof not earlier than3 l8 l9 @7 ^, I" k
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day4 {1 w( S% J) K0 @/ [5 |/ C. C9 w
preceding, a Series 18 Conversion Date.& `/ W3 O0 ?; w( }0 o" w
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
6 x H5 l* Q% y% BProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares3 ?' A: [0 L. H) Q7 X
Series 19, as the case may be, that there would be outstanding on such8 W, d% N+ c2 A5 V
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
) Q2 B6 Q+ ?0 ?; ~0 z7 P. j; dsuch remaining number of Preferred Shares Series 18 will automatically be8 U% x) i. S! a6 M- v1 ^ p
converted on such Series 18 Conversion Date into an equal number of7 Z) Z: Z2 w% S# n7 i8 X
Preferred Shares Series 19. Additionally, if the Bank determines that, after
+ u% i3 d- i0 j. o4 p8 \5 i' n! Jconversion, there would be outstanding on such Series 18 Conversion Date
; q; x. E( v6 V4 `: yless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
' l/ d$ f3 E h' M- H L y- G8 j/ _Series 18 will be converted into Preferred Shares Series 19.
/ }9 L. a1 V3 b( @' a gVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
2 S8 Z8 L2 A J: q" U7 v- a9 U2 @Series 18 will not be entitled as such to receive notice of, attend, or vote at,
# B z7 z9 j& n) U% [% z, Yany meeting of the shareholders of the Bank unless and until the first time at8 K# B; G* `+ n
which the Board of Directors has not declared the whole dividend on the
/ D( n) U" i: {( u( L mPreferred Shares Series 18 in any quarter. In that event, subject as+ Q; Q) C. l/ i+ g% Y
hereinafter provided, the holders of Preferred Shares Series 18 will be
8 f$ I8 t& R _, `8 S8 Hentitled to receive notice of, and to attend, meetings of shareholders at which7 C2 ^; R, S3 c7 J6 w
directors of the Bank are to be elected and will be entitled to one vote for
( T4 \9 `! X& ^# d- j9 |2 V4 `( L- qeach Preferred Share Series 18 held. The voting rights of the holders of the5 z; Q( u. w. O' }5 Q3 w
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
% p, r+ I, `) H- K5 |: ^the first dividend on the Preferred Shares Series 18 to which the holders are
! B8 h! w3 h5 x+ `( Gentitled thereunder subsequent to the time such voting rights first arose until& D6 }) I4 y4 Y8 f( e
such time as the Bank may again fail to declare the whole dividend on the( s/ e( a7 h9 P# |) J4 V8 ^) v
Preferred Shares Series 18 in respect of any quarter, in which event such5 m# L# c ^( y. I% f: J. s6 w- c
voting rights will become effective again and so on from time to time.
6 k7 U, v" E) ]Principal Characteristics of the Preferred Shares Series 19" ~8 ]. {) U, K6 M; O) O
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive% O' ]* k( B! e c$ B, i3 S* A1 f
floating rate non-cumulative preferential cash dividends, as and when
/ m$ ?) D M5 j" Cdeclared by the Board of Directors, subject to the provisions of the Bank Act,7 y# ?* \( h& o1 j9 Z" b4 w
payable quarterly on the 25th day of February, May, August and November
+ y2 h2 \% \# A8 Q# C6 S8 N' Vin each year, in the amount per share determined by multiplying the
& ], {2 K4 J3 M) P% capplicable Quarterly Floating Dividend Rate by $25.00.
, h) [7 d# p1 v# x6 mOn the 30th day prior to the commencement of the initial quarterly dividend* ?" g. @9 h' e5 _ a0 a/ w' a7 W
period beginning on February 25, 2014, and on the 30th day prior to the first
; T6 h0 S* D3 r9 n/ P. rday of each subsequent quarterly dividend period (the initial quarterly
% _0 E' T! K! b5 bdividend period and each subsequent quarterly dividend period is referred to
8 H7 r' S$ [ k' [as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the: m( I- h% q, L5 ? k$ ?4 {% F
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate( u8 t6 R; o5 l( c, _1 `
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
7 Q. w3 C3 N- v8 q9 a2 nT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days! B# i r2 g) `: I. C7 \! _; v& ~( ?
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
9 r/ P, v! d2 G3 fdetermined on the 30th day prior to the first day of the applicable Quarterly
+ }5 ^. i# p# y" lFloating Rate Period.
& @; L( t! s5 d$ P8 a* R% J) z5 aS-5
; [7 p1 i5 ~; P& {- w$ y" t. qIf the Board of Directors does not declare a dividend, or any part thereof, on
5 c# u5 ^. G2 h- v2 Z+ x, Nthe Preferred Shares Series 19 on or before the dividend payment date for a, j. l8 ~9 `$ P" f+ u
particular quarter, then the entitlement of the holders of the Preferred, Z) k1 f: S+ X3 J
Shares Series 19 to receive such dividend, or to any part thereof, for such! N% ?' e: o, H9 a i2 d
quarter will be forever extinguished.' a3 K2 p+ g7 c4 k; ~$ B5 |
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
B: @5 g$ K% \0 ?5 z* a& I( jSuperintendent and to the provisions described below under the heading
, |0 F& z9 ^5 {/ Y‘‘Details of the Offering — Certain Provisions of the Preferred Shares+ P* P v5 g9 D: i/ i, d
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
) r+ u* x( B) j& h% @) t: V7 fon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
' P8 P9 O$ h' O& r1 [% kor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
- a; F) d8 d7 w4 b# a- qoption without the consent of the holder, by the payment of an amount in
; Y, k/ o0 a' \3 Y R% lcash for each such share so redeemed of (i) $25.00 together with all declared
$ A+ ^7 j2 j3 U; rand unpaid dividends to the date fixed for redemption in the case of
0 a6 L7 V: w3 S1 h9 ~/ R0 S! }redemptions on February 25, 2019 and on February 25 every five years
$ J7 s/ F0 o; B, P* H @) V$ Mthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
' f* W9 u: p, o6 Q% Qthe date fixed for redemption in the case of redemptions on any other date
4 R9 m8 ^! J! S7 _5 {, Ton or after February 25, 2014.' o' {2 X* h9 p7 y8 S
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
; ^) M- [/ Q9 B( TShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have; H8 [! e; ]) u8 E
the right, at their option, to convert, on February 25, 2019 and on
; L% ^' f- {' j2 n' DFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any0 S* v: t& A9 T! m
or all of their Preferred Shares Series 19 into an equal number of Preferred i" ^1 F2 \* L
Shares Series 18 upon giving to the Bank written notice thereof not earlier/ Y3 p6 s9 }( P X$ I% v" k! r/ c
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the p8 y i: P( y' c! i) n
15th day preceding, a Series 19 Conversion Date.+ _$ I* E2 J) K! u( {$ Y
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
8 u& d4 n3 I/ x: EProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares, i% u1 G% K- Z& F' g! T5 E3 d0 ~
Series 18, as the case may be, that there would be outstanding on such
1 g2 O% P8 C" i3 E$ B( y# `Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
) S% f* I; O- W, ~# G0 w" bsuch remaining number of Preferred Shares Series 19 will automatically be- _. Y7 w( e* Y" G( Z
converted on such Series 19 Conversion Date into an equal number of
0 ^% R5 \6 W: F+ C" M; F7 z/ l( pPreferred Shares Series 18. Additionally, if the Bank determines that, after
% p+ v1 y$ `: x0 S ?+ qconversion, there would be outstanding on such Series 19 Conversion Date$ M) l6 v% C' v3 E4 A& {
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
8 x/ [3 d( w% I0 x0 ySeries 19 will be converted into Preferred Shares Series 18.
7 c# w/ B" x+ S0 oVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
1 B; p# N: j/ r$ k8 R5 ^* `" jSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
' t1 a1 l; M" E3 D5 Rany meeting of the shareholders of the Bank unless and until the first time at) k! x1 f6 Z# C2 ]0 A# e
which the Board of Directors has not declared the whole dividend on the$ M1 Q9 ?+ ?9 [! M9 w
Preferred Shares Series 19 in any quarter. In that event, subject as
; r' w: T0 F; Ghereinafter provided, the holders of Preferred Shares Series 19 will be8 ]* H$ P' p0 O. i' j7 t
entitled to receive notice of, and to attend, meetings of shareholders at which
: g8 T; C2 a' ^) `% c6 k+ Idirectors of the Bank are to be elected and will be entitled to one vote for1 J" c0 g! o K7 [) w0 R
each Preferred Share Series 19 held. The voting rights of the holders of the
I8 u4 Z0 r5 o# ]Preferred Shares Series 19 will forthwith cease upon payment by the Bank of4 ]2 {$ k6 o% G# { h) R
the first dividend on the Preferred Shares Series 19 to which the holders are F2 N$ V2 Z [) |
entitled thereunder subsequent to the time such voting rights first arose until4 Z0 x2 m _/ R3 F: \! K/ E
such time as the Bank may again fail to declare the whole dividend on the
" q$ x8 J" v: n/ ~1 a7 L1 E4 aPreferred Shares Series 19 in respect of any quarter, in which event such
2 v" ^: w0 A4 z" Y3 _voting rights will become effective again and so on from time to time.
& n7 I9 q4 Z, n0 K8 L/ _* B( }; PS-6
9 X! C3 M" }9 s% j/ DPriority: The preferred shares of each series of the Bank will rank on a parity with
1 q7 J: Q& ]3 ?2 V4 G9 a, A P1 Levery other series and are entitled to preference over the common shares of* ?' `, `# j3 U' t: S! H
the Bank and over any other shares of the Bank ranking junior to the( r! Q# f' C5 R2 `& w$ F
preferred shares with respect to the payment of dividends and upon any- W$ d; y0 n# B+ {! F
distribution of assets in the event of the liquidation, dissolution or) E: j% m6 v& K' {' }
winding-up of the Bank.1 e6 w5 U; G( k' V
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
* E0 a5 X. G3 d* D1 g" t$ `Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares: j/ D0 N; m* g, w1 D( u9 M7 [
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
+ `2 K2 H" a, Y! @4 i9 e0 Zdividends received on such shares under Part IV.1 of such Act. |
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