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发表于 2008-11-29 16:58
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下面是BMO的:- ^2 S* i$ z* ~5 y' y2 Z0 \
SUMMARY OF THE OFFERING" l# U4 o+ L- i# x1 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’’.
# o6 _ |8 C8 z# y" AIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.: Z% g+ n+ l7 Z0 A% V- N: c; ]7 }& ]
Amount: $150,000,000 (6,000,000 shares).
: @3 p& ]7 n- [- n) u5 r9 y' ~7 [Price and Yield: $25.00 per share to yield initially 6.50% per annum.
- e% ?8 M" o+ d+ Z8 A+ ~3 wPrincipal Characteristics of the Preferred Shares Series 18. f v M4 T- z6 o
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed9 s# o# w9 i7 E* w# p' t" x& T
non-cumulative preferential cash dividends, as and when declared by the" L: d, p( s) x1 m( I, X
Board of Directors, subject to the provisions of the Bank Act, for the initial& p7 \6 h! y7 s0 A1 x
period commencing on the closing date and ending on and including
6 V- H. N9 |" WFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
! A) t' e) T7 J& X* t# c25th day of February, May, August and November in each year, at a rate: l/ F. Q3 k4 |. V+ a
equal to $0.40625 per share. The initial dividend, if declared, will be payable% c6 A/ ~( u: \* d8 c
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
% F1 S1 E9 x6 Q; d3 q' Mdate of December 11, 2008.6 G/ H- i9 o Y: U0 r* B
For each five-year period after the Initial Fixed Rate Period (each, a) K3 v4 I8 u% m) ?/ G9 V9 G
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares* w& A. Y, ~+ x# A3 {
Series 18 will be entitled to receive fixed non-cumulative preferential cash
# k$ @, E6 }3 J3 R& H" c; fdividends, as and when declared by the Board of Directors, subject to the
, V2 H) G" C: ?5 J5 d. B' g$ j( Wprovisions of the Bank Act, payable quarterly on the 25th day of February,
! U! t& ^- e8 oMay, August and November in each year, in the amount per share per annum' D% }, P& E( {" `( \6 {# y* K
determined by multiplying the Annual Fixed Dividend Rate applicable to
* p5 X/ F( f3 B6 Z; }such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend4 b+ \6 Z: B. Y
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the. x4 H2 F7 U) C7 [* M+ D3 M
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day2 L+ Q2 Z3 q2 ^
of such Subsequent Fixed Rate Period and will be equal to the sum of the y# t8 X/ G! z6 j; O
Government of Canada Yield on the applicable Fixed Rate Calculation Date
- a3 t( l# Z; U/ A+ N8 \plus 3.83%.# `! j V/ k f
If the Board of Directors does not declare a dividend, or any part thereof, on
7 S! l& v5 P- v* i9 ^! Z6 Ithe Preferred Shares Series 18 on or before the dividend payment date for a
0 U; y& G: d3 ~. u u& l4 eparticular quarter, then the entitlement of the holders of the Preferred
& b" b1 y. h3 l2 ?% p( @' eShares Series 18 to receive such dividend, or to any part thereof, for such4 k& a$ m4 i! L
quarter will be forever extinguished.5 B w# j3 M, R# M2 B. H# _
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the5 Q% C9 p' i/ u" u
Superintendent and to the provisions described below under ‘‘Details of the
8 u8 o* m& }) P1 P1 K# @+ sOffering — Certain Provisions of the Preferred Shares Series 18 as a) P6 Y9 D0 X0 S' z# `* d' m N
Series — Restrictions on Dividends and Retirement of Shares’’, on
* O, C) Z. j: J* [ Y8 y* mFebruary 25, 2014 and on February 25 every five years thereafter, on not+ f7 I5 L3 U% @2 F v4 H
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any$ m/ T9 `9 B- c( E
part of the then outstanding Preferred Shares Series 18, at the Bank’s option$ R# z4 ^, z+ a. ~* a
without the consent of the holder, by the payment of an amount in cash for
$ A; b+ |; e9 Geach such share so redeemed of $25.00 together with all declared and unpaid
- [4 V% ]6 s& |' ~dividends to the date fixed for redemption.% t4 j' c4 T8 p d. t& h
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
- x p2 U& y' O5 M4 V) |Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
8 j. f9 n0 w: I' i- n2 P9 A8 ?the right, at their option, to convert, on February 25, 2014 and on
* m5 m! [8 c/ U" O# @S-4
# n+ ?! L% L8 [/ e* yFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
& m/ C9 e4 _9 Jor all of their Preferred Shares Series 18 into an equal number of Preferred# [9 `7 N0 g1 G- Y7 T5 s+ @
Shares Series 19 upon giving to the Bank notice thereof not earlier than, t _3 v0 x/ _4 j4 D$ ~
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day) w8 [. t% N7 N/ Q$ o+ e* y6 h* D
preceding, a Series 18 Conversion Date.- H$ d& B! }- q( C5 a
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
$ n+ B' g/ t# EProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
& K+ G- h' U2 g& L3 HSeries 19, as the case may be, that there would be outstanding on such
3 q' U+ g* V, s0 g( f9 oSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,. x* p& l0 N# B9 L( ~
such remaining number of Preferred Shares Series 18 will automatically be
& f% K1 W0 W# t; {, y4 Nconverted on such Series 18 Conversion Date into an equal number of
" V9 ^! I) B' ?: GPreferred Shares Series 19. Additionally, if the Bank determines that, after7 a# `1 g5 G8 F6 r: a
conversion, there would be outstanding on such Series 18 Conversion Date
) n$ b/ v( y. f2 H/ Z8 k. ^! Wless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
7 h& ~( A) `: q* f8 c OSeries 18 will be converted into Preferred Shares Series 19.2 L2 u) A: c7 F5 H& F5 Q+ l4 v
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares$ i# O' @" e9 k
Series 18 will not be entitled as such to receive notice of, attend, or vote at,/ E1 u" i& {+ L5 Z' P$ a! h4 I
any meeting of the shareholders of the Bank unless and until the first time at" S) z1 v$ \8 {+ r
which the Board of Directors has not declared the whole dividend on the! d7 Q3 a2 s' w7 J
Preferred Shares Series 18 in any quarter. In that event, subject as
' V- }* l$ B; n _! Lhereinafter provided, the holders of Preferred Shares Series 18 will be0 g( U; q' [ P2 A2 f: F, z
entitled to receive notice of, and to attend, meetings of shareholders at which3 ]9 p) Z1 x3 v& a+ j
directors of the Bank are to be elected and will be entitled to one vote for
, l8 W7 z; P1 O1 a' T5 M6 A3 ^each Preferred Share Series 18 held. The voting rights of the holders of the* H+ s* P* E; {3 H b
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
3 t; |+ d4 t. J* Q# Mthe first dividend on the Preferred Shares Series 18 to which the holders are
4 P9 E) B! H, V3 Z7 s0 l- fentitled thereunder subsequent to the time such voting rights first arose until
?6 q4 T6 Z6 i$ {3 }such time as the Bank may again fail to declare the whole dividend on the
" T# j0 ^% r1 q; P3 b. b/ s& WPreferred Shares Series 18 in respect of any quarter, in which event such8 y8 L5 [) s. b* Q& `# L' \
voting rights will become effective again and so on from time to time.. g o. [) @; L+ }% z+ a% D
Principal Characteristics of the Preferred Shares Series 19 d& h" \4 ?! }) ?- b! G
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive5 W8 n9 l7 B9 N) g3 `- g% ~; S R
floating rate non-cumulative preferential cash dividends, as and when
# b2 t5 J$ i- F5 g4 ideclared by the Board of Directors, subject to the provisions of the Bank Act,
/ G6 n o3 d( Npayable quarterly on the 25th day of February, May, August and November
, U' [' m) n" K$ n, [3 Jin each year, in the amount per share determined by multiplying the
+ N4 Q' \2 w% E. Qapplicable Quarterly Floating Dividend Rate by $25.00.! Q% `4 g% [ r+ F8 K/ s2 x
On the 30th day prior to the commencement of the initial quarterly dividend
; d+ A) e! [+ i6 e& @period beginning on February 25, 2014, and on the 30th day prior to the first( ^$ O+ L$ u+ |/ e: e1 Y+ S
day of each subsequent quarterly dividend period (the initial quarterly) ^4 R2 b& U0 S* V7 ^( y
dividend period and each subsequent quarterly dividend period is referred to
' G7 m. i# f' z8 l5 ]0 @as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
- |* t2 H4 x* u' l3 aQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
5 W! E4 O" v, q" Z, VPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the+ A) Y D( |1 f& K0 m) k; r: a& V
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
! v, O% |$ s- y3 j9 a) c0 pelapsed in the applicable Quarterly Floating Rate Period divided by 365)# D8 \% |7 h' {5 h" {& I( p% y7 @
determined on the 30th day prior to the first day of the applicable Quarterly) G, Q$ u3 b. f8 G U
Floating Rate Period.
. B: |! r8 A. {4 c% vS-5. o3 a( l2 C* l
If the Board of Directors does not declare a dividend, or any part thereof, on0 _3 K2 V2 H$ T$ c, O0 _6 Z- m' Z
the Preferred Shares Series 19 on or before the dividend payment date for a
6 a5 b" d; E; Y! o2 T! Mparticular quarter, then the entitlement of the holders of the Preferred
7 c& A2 }5 u) }+ E. ?2 G$ H% }/ J" qShares Series 19 to receive such dividend, or to any part thereof, for such$ y! }- e0 ]3 s+ ~5 [& x" h; \
quarter will be forever extinguished.$ ?" ~+ f) W+ u! X6 E8 W+ ~: f
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the4 D+ `7 @ Z2 R9 \: \
Superintendent and to the provisions described below under the heading6 p0 A, e' R0 ^/ p
‘‘Details of the Offering — Certain Provisions of the Preferred Shares4 ?( b: f: t# ^0 s, q! _; ?
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,8 q/ `' ^0 i0 w
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
! O6 O8 y4 ^9 j3 w& p) ior any part of the then outstanding Preferred Shares Series 19, at the Bank’s
$ y# [: R s2 {+ g) D! joption without the consent of the holder, by the payment of an amount in( R W i9 o; h) R. _; w9 Q' _
cash for each such share so redeemed of (i) $25.00 together with all declared; X8 l0 ]0 k$ H3 g8 @6 A
and unpaid dividends to the date fixed for redemption in the case of$ M9 l, g8 W. Y# L
redemptions on February 25, 2019 and on February 25 every five years
0 q. @- Q% r) Y$ e9 D8 zthereafter, or (ii) $25.50 together with all declared and unpaid dividends to( E6 ~" W' ? s2 q$ S4 u5 M$ J
the date fixed for redemption in the case of redemptions on any other date
3 M8 Y# j. v0 C/ non or after February 25, 2014.
; ]8 Q6 z8 ~) ]4 y. z1 o2 aConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic0 ~2 }2 R: Y# r0 o) I
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
1 l' c' g: F! x( K0 k! vthe right, at their option, to convert, on February 25, 2019 and on: b6 G2 T3 g& O" [! U+ L- g
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
" C; J* S, C8 U* Y0 wor all of their Preferred Shares Series 19 into an equal number of Preferred
* `- m0 R, F3 |( h. G9 w; r- UShares Series 18 upon giving to the Bank written notice thereof not earlier
' \( E* h. }; `5 p nthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
2 g. p& T' D4 b15th day preceding, a Series 19 Conversion Date.2 N' Q% j. t& I' F+ o X
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
N: K! X& u' G9 ZProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
+ e4 Y( l4 D$ G6 {) n% W5 GSeries 18, as the case may be, that there would be outstanding on such% E+ I: r! i& l# S
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,+ Z3 W$ T- w/ e5 b# a2 K; \' s
such remaining number of Preferred Shares Series 19 will automatically be/ l8 Q0 Y: I1 z, r7 R
converted on such Series 19 Conversion Date into an equal number of
5 n6 O8 }- D* |5 F4 F0 N, qPreferred Shares Series 18. Additionally, if the Bank determines that, after
) f) c6 g& O8 v% b: |( X' V/ v% Kconversion, there would be outstanding on such Series 19 Conversion Date$ o2 C) z& y! r) E- q
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
3 e) u$ B3 t V1 b, _0 gSeries 19 will be converted into Preferred Shares Series 18.
0 V! s7 C2 C8 f0 DVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares; A1 o9 P' ^( u8 }
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
7 v5 G# Z& r6 }8 K! ^# x1 g9 A( }any meeting of the shareholders of the Bank unless and until the first time at
+ v! v, _8 f. f& F+ F) V: v# bwhich the Board of Directors has not declared the whole dividend on the
4 U: U$ {) C1 O+ g' t; DPreferred Shares Series 19 in any quarter. In that event, subject as# u- F X* Z& k i, A
hereinafter provided, the holders of Preferred Shares Series 19 will be
: S# d6 d9 b' t$ T* q# D3 z1 A/ ventitled to receive notice of, and to attend, meetings of shareholders at which
% I# g9 i( b5 P' q ~- z% J. }4 kdirectors of the Bank are to be elected and will be entitled to one vote for0 {2 ?" P8 |- n2 s1 D) L( W, B2 i: _
each Preferred Share Series 19 held. The voting rights of the holders of the
4 T3 L2 \3 G9 o4 ]2 R. ]; [% EPreferred Shares Series 19 will forthwith cease upon payment by the Bank of. C7 t3 F, V/ e+ n
the first dividend on the Preferred Shares Series 19 to which the holders are! e( `' h! r5 W- L- z* y
entitled thereunder subsequent to the time such voting rights first arose until0 C3 H6 _+ w& q0 `
such time as the Bank may again fail to declare the whole dividend on the; x0 O7 M- Y8 W' O
Preferred Shares Series 19 in respect of any quarter, in which event such, i/ x2 M" q, C7 O5 q1 @2 M
voting rights will become effective again and so on from time to time.- L. j' G7 G' x* P; `
S-6
# J& S; y) b, k+ tPriority: The preferred shares of each series of the Bank will rank on a parity with# J! |: j6 ^8 n% R0 k
every other series and are entitled to preference over the common shares of' g! K1 v) ^1 N
the Bank and over any other shares of the Bank ranking junior to the3 n; q7 J+ i3 R% Q% \! N( v* a
preferred shares with respect to the payment of dividends and upon any6 _) H2 Y4 u5 } k7 f; m8 C
distribution of assets in the event of the liquidation, dissolution or& w' [8 k- ]( r) Q3 G
winding-up of the Bank.: {6 _3 n9 O! s& p, N) c7 B
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under8 ] I2 l, V5 _! \" f
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares5 T) R2 M7 Y0 ]* g
Series 18 and Preferred Shares Series 19 will not be required to pay tax on+ u1 ~ P8 Q6 N
dividends received on such shares under Part IV.1 of such Act. |
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