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发表于 2008-11-29 16:58
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下面是BMO的:3 c/ W o6 R4 u" d
SUMMARY OF THE OFFERING
7 f7 t% B6 V* E: y. q( lThis 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’’.
1 j0 F! q' ]6 ?3 qIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.0 _; h! ^+ }, [0 `' x
Amount: $150,000,000 (6,000,000 shares).4 @0 [" b$ J6 a2 y
Price and Yield: $25.00 per share to yield initially 6.50% per annum. g5 N" k) w P1 }' r' `. `
Principal Characteristics of the Preferred Shares Series 181 f9 r- g% ], w2 K9 D3 ]* P1 B3 |
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
1 a7 z$ T: U5 Q3 V+ F1 I; f& Rnon-cumulative preferential cash dividends, as and when declared by the
1 ?/ C) ~* Y# ]Board of Directors, subject to the provisions of the Bank Act, for the initial% u% ~. y* Z1 h3 h* O- C
period commencing on the closing date and ending on and including7 r' P0 S4 u+ n8 I1 C; s
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the2 X, j# d; j5 ^. ?0 ~
25th day of February, May, August and November in each year, at a rate
$ |" l; y- ?/ n6 ^equal to $0.40625 per share. The initial dividend, if declared, will be payable; Y: c: ~9 v. E# x9 b4 F- U8 t
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
. |4 M% _+ k( \1 B3 \/ u3 Q# cdate of December 11, 2008.
9 C( I- j* e$ h8 S4 ]For each five-year period after the Initial Fixed Rate Period (each, a
h+ w! e1 ^9 N& \6 G4 g6 V& _; c3 e‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares! o# k' b# ?8 L6 q- @
Series 18 will be entitled to receive fixed non-cumulative preferential cash2 y& @2 T$ {5 x1 ]. J$ {6 ^# u* v& }
dividends, as and when declared by the Board of Directors, subject to the* x) G ?2 ^0 A2 V% I) E4 W" k/ i
provisions of the Bank Act, payable quarterly on the 25th day of February,; _; w# g2 d9 T
May, August and November in each year, in the amount per share per annum: X( L( Z# R; {8 P$ W2 d! y1 R3 f
determined by multiplying the Annual Fixed Dividend Rate applicable to
2 ]9 v2 s- S6 H$ |4 Wsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend/ H' N) k& }* U% S# f8 j
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the9 i9 o- S% h1 P- S2 e: b
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day: V7 ]1 q* d! W) X! [/ h6 S2 K
of such Subsequent Fixed Rate Period and will be equal to the sum of the
4 ]2 Q1 F$ G0 W6 H- R( I* kGovernment of Canada Yield on the applicable Fixed Rate Calculation Date; ] ^( v# L- d/ \% ]( [" D2 [
plus 3.83%.* G0 x, o) g9 D; ^# A! T/ |
If the Board of Directors does not declare a dividend, or any part thereof, on4 D1 y2 c! a% x# L5 q7 n& A: H
the Preferred Shares Series 18 on or before the dividend payment date for a# `% N) F* O' E. j( t! H
particular quarter, then the entitlement of the holders of the Preferred
8 B" O& D8 o5 |+ x. _8 ~Shares Series 18 to receive such dividend, or to any part thereof, for such
: @3 ~" y7 E8 g) x8 D' h2 a7 _quarter will be forever extinguished.
$ A$ N/ P) \+ _. @! a7 ^7 P |Redemption: Subject to the provisions of the Bank Act and to the prior consent of the+ G+ m7 a2 v2 P8 h d
Superintendent and to the provisions described below under ‘‘Details of the n$ T: k$ E8 L5 I" a
Offering — Certain Provisions of the Preferred Shares Series 18 as a% ]! X0 ^5 o4 R9 t* ~, y+ k! y; z
Series — Restrictions on Dividends and Retirement of Shares’’, on) ?( `8 J2 r8 `+ F1 r% N+ S) ^3 B
February 25, 2014 and on February 25 every five years thereafter, on not
) d7 ^1 p. E0 U6 @3 |" n7 xmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any4 J. o2 F* V) R& g6 H
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
1 f: i. y9 L2 U6 H1 H2 |! jwithout the consent of the holder, by the payment of an amount in cash for+ c" j& R1 M9 O7 }8 A5 l- Q D5 t
each such share so redeemed of $25.00 together with all declared and unpaid
* \ J, k' H+ j. ?& udividends to the date fixed for redemption.
& M, }: U. H4 k8 tConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic8 b+ W0 [; U$ t( v" M
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have- x9 i" J: A U2 S v; o
the right, at their option, to convert, on February 25, 2014 and on/ J0 n m& D; p( u5 X" h! x+ v: i
S-4# j$ `" p$ N0 H. n3 A# O7 _
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
( [& B3 R! S( Yor all of their Preferred Shares Series 18 into an equal number of Preferred$ e: M0 \# M$ N
Shares Series 19 upon giving to the Bank notice thereof not earlier than% V3 l. E* f f- D2 P
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day: c/ F! ]1 `9 J
preceding, a Series 18 Conversion Date.+ f6 _1 g. I$ B R1 j# z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered/ x$ m6 O: ~ E* ~+ E+ q6 X
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares# m0 P) h/ D/ E' w" A! H# Z: G
Series 19, as the case may be, that there would be outstanding on such
- l- L3 a, Z" u/ H" L+ @2 jSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
( | N5 |" G5 b* U! W7 B) ~0 lsuch remaining number of Preferred Shares Series 18 will automatically be- B6 k2 e& d$ o& _
converted on such Series 18 Conversion Date into an equal number of, U2 O+ V, U7 d8 R
Preferred Shares Series 19. Additionally, if the Bank determines that, after
) m0 `9 k3 y5 u% i" Iconversion, there would be outstanding on such Series 18 Conversion Date1 t- w6 g' k/ o, ~1 n
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
p" U) U3 U \1 @$ ?Series 18 will be converted into Preferred Shares Series 19.
# }2 u1 X0 N; N. Q( |1 W, PVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 A* S X2 i1 E1 x9 `% k
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
+ `8 }- S* |: t7 Q3 _( Bany meeting of the shareholders of the Bank unless and until the first time at8 J5 G& Y7 q: P4 K
which the Board of Directors has not declared the whole dividend on the9 E) C: m E9 C1 Y- |3 a9 M* r3 i) @
Preferred Shares Series 18 in any quarter. In that event, subject as) k5 D/ O* @2 l
hereinafter provided, the holders of Preferred Shares Series 18 will be
; \5 X' e$ k F7 s2 t( H- E: eentitled to receive notice of, and to attend, meetings of shareholders at which+ b6 y& }7 u$ U5 T
directors of the Bank are to be elected and will be entitled to one vote for
F* @* Z/ F+ s3 I) J: eeach Preferred Share Series 18 held. The voting rights of the holders of the: K5 _. a; U2 K* G" ^
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
) z$ z7 j+ P' S9 n# ] b Fthe first dividend on the Preferred Shares Series 18 to which the holders are, ^, L; n2 s0 O$ J
entitled thereunder subsequent to the time such voting rights first arose until2 p: E( ~ ]- i5 v# @- R
such time as the Bank may again fail to declare the whole dividend on the% m- l- ]) `' O9 ], e
Preferred Shares Series 18 in respect of any quarter, in which event such+ x) _% Z1 s% {, m
voting rights will become effective again and so on from time to time., \* A T" Q) |, J4 m
Principal Characteristics of the Preferred Shares Series 19) m; J8 n/ L( {$ K* v8 ~0 P& Q
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive. U( }' G0 v6 I4 t0 {! g
floating rate non-cumulative preferential cash dividends, as and when
8 t/ I0 I* `7 P* P0 x6 Ldeclared by the Board of Directors, subject to the provisions of the Bank Act,+ e6 s- N# J: a8 l( B9 C u; C
payable quarterly on the 25th day of February, May, August and November2 ~% g9 u; H/ _5 {
in each year, in the amount per share determined by multiplying the
' y7 | k1 m0 L" Zapplicable Quarterly Floating Dividend Rate by $25.00.& @2 X' H/ v, I& M5 V
On the 30th day prior to the commencement of the initial quarterly dividend
& e- Z J% g% w9 Kperiod beginning on February 25, 2014, and on the 30th day prior to the first
8 k5 C7 y" J1 K4 x& ]& J% r+ ?. Gday of each subsequent quarterly dividend period (the initial quarterly
8 H5 u- |! I# ?* `dividend period and each subsequent quarterly dividend period is referred to
/ {2 t/ w$ Q1 s J6 ?as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the( ~8 \' l+ ?& z& |0 q
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate3 E" o0 B$ D+ w
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the- e' R, Z; V; n' o# a" ^5 }
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days X; f/ ^* U1 }6 A$ n& k8 S
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
1 z5 W, G$ Y- W Qdetermined on the 30th day prior to the first day of the applicable Quarterly/ N) S" U- H5 ?3 H/ G
Floating Rate Period.& p: \7 t' t5 H% ~: P( P- m
S-59 j* e8 f+ D5 S7 c+ Q" ~' l) S
If the Board of Directors does not declare a dividend, or any part thereof, on9 ^: W+ e- l/ W. L G6 E# N
the Preferred Shares Series 19 on or before the dividend payment date for a
6 U6 C- g: c3 |# b* |' Lparticular quarter, then the entitlement of the holders of the Preferred
' a2 |$ G4 y, n+ A' `Shares Series 19 to receive such dividend, or to any part thereof, for such
l7 M0 [9 c9 _ l" v& @' Mquarter will be forever extinguished.
- E0 J- |3 c) DRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
+ s- x$ x4 u+ P A( WSuperintendent and to the provisions described below under the heading
1 w! h; [3 d8 W6 h3 B. Z$ P‘‘Details of the Offering — Certain Provisions of the Preferred Shares
U1 v$ |. f) w. H4 P4 O# BSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’," c: Q0 h5 r# V2 N3 S6 c( q! t7 b
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all1 |' N8 H5 X" c3 _$ l; H1 b
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s* @ e) Z2 s' _* ]% b# Z
option without the consent of the holder, by the payment of an amount in/ v; R% l; W; R
cash for each such share so redeemed of (i) $25.00 together with all declared! A* d2 S! k. Y. f1 M8 k( Y9 P
and unpaid dividends to the date fixed for redemption in the case of
; r# `% J8 \0 s+ bredemptions on February 25, 2019 and on February 25 every five years" |) }3 b3 f2 s& z( G) W" I0 o
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
: {4 S8 X- v5 E; V* ethe date fixed for redemption in the case of redemptions on any other date
3 O0 v% }+ X. c( ~" T' ^! f5 ron or after February 25, 2014.0 Y' }6 A4 h3 B' F" `
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic V" y0 @% B8 ?% e1 @8 a
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
/ q8 w9 J* g' Y. c/ ~+ hthe right, at their option, to convert, on February 25, 2019 and on$ e8 C1 P) q$ p) J2 y+ b: z6 _
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any9 H% A7 `7 R% A' M
or all of their Preferred Shares Series 19 into an equal number of Preferred1 z- R4 O+ J+ K
Shares Series 18 upon giving to the Bank written notice thereof not earlier! [; E( C* W' `2 L* V
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
) L% F% O5 y) C( v+ v15th day preceding, a Series 19 Conversion Date.
! x# R v' t# v+ M; F7 [Automatic Conversion If the Bank determines, after having taken into account all shares tendered# j) t* G& C3 X8 [
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares: M9 h; z$ E& l, h- u) `2 A
Series 18, as the case may be, that there would be outstanding on such* o& o( d3 ]8 N% U& T P
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,! e" A7 y8 m9 K2 E
such remaining number of Preferred Shares Series 19 will automatically be
8 x" \! o5 c% d ?3 g, Y; j) Uconverted on such Series 19 Conversion Date into an equal number of
! _- k, l4 g$ cPreferred Shares Series 18. Additionally, if the Bank determines that, after
4 j: ~7 V( o! u+ rconversion, there would be outstanding on such Series 19 Conversion Date
# N, c" r& p* F% r+ o6 N! ^less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
' R$ `+ h I9 K. TSeries 19 will be converted into Preferred Shares Series 18.% l, ` b$ R, {. m) n S
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares# t$ Q8 v4 H9 P
Series 19 will not be entitled as such to receive notice of, attend, or vote at,( d7 P! @! q- ^. z3 j1 }" Z
any meeting of the shareholders of the Bank unless and until the first time at2 l6 b7 a$ [+ Y/ Q) v
which the Board of Directors has not declared the whole dividend on the
: I4 p4 H" G6 f5 ]$ y" B( `) kPreferred Shares Series 19 in any quarter. In that event, subject as# |2 }- Q3 E: X3 a4 U
hereinafter provided, the holders of Preferred Shares Series 19 will be
$ H6 {2 E" e2 r/ V( dentitled to receive notice of, and to attend, meetings of shareholders at which
m. E( R& H; p$ G! i. Q1 Rdirectors of the Bank are to be elected and will be entitled to one vote for
% A$ o( I1 ~' T0 m! Beach Preferred Share Series 19 held. The voting rights of the holders of the+ L& `, G% w* [+ A( u
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
- x# W6 K' l& v. y/ a5 Wthe first dividend on the Preferred Shares Series 19 to which the holders are1 i) p, M. x+ a- U
entitled thereunder subsequent to the time such voting rights first arose until
}: Z o( a( r; I* Dsuch time as the Bank may again fail to declare the whole dividend on the' b, F x m- N7 r
Preferred Shares Series 19 in respect of any quarter, in which event such5 u" c- q4 B* @, _9 C& }
voting rights will become effective again and so on from time to time./ u9 M/ x* s8 s; k) T0 e
S-6
0 p' H( I( b ZPriority: The preferred shares of each series of the Bank will rank on a parity with
) L( m1 V$ g2 Y9 P2 nevery other series and are entitled to preference over the common shares of
/ o: e! X" I5 P/ L$ [' ^the Bank and over any other shares of the Bank ranking junior to the1 C; @3 D2 T1 g: S4 V9 C8 b
preferred shares with respect to the payment of dividends and upon any
0 a% ^% M1 H% M( ^0 f" ` Ndistribution of assets in the event of the liquidation, dissolution or
+ y9 B1 b# D1 Xwinding-up of the Bank.) o! _! Q. B! l2 S* |
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
" p% H. D$ {( a" L" X4 Z h ?4 pDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
" }2 Y# E+ I% F3 vSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
$ F9 |) A4 z9 w! b# \" y5 d+ b3 F$ Ddividends received on such shares under Part IV.1 of such Act. |
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