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发表于 2008-11-29 16:58
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下面是BMO的:( k4 f6 o! f+ c: G! `% U- i
SUMMARY OF THE OFFERING# W6 X+ _& z* r) b0 E
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’’.) q1 b# T3 D+ X
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
4 O/ _# b) U2 m1 |7 G+ c& V' Z0 F3 o9 t7 `Amount: $150,000,000 (6,000,000 shares).& p5 j. B) ?5 P5 b, j1 W
Price and Yield: $25.00 per share to yield initially 6.50% per annum. L$ b2 o$ Z2 c: P( y/ I
Principal Characteristics of the Preferred Shares Series 18
! I4 l0 e H) ` ^4 BDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed' h6 ]3 b8 A( X2 ]" R
non-cumulative preferential cash dividends, as and when declared by the
- z# @5 p! P) D6 u2 D0 [6 mBoard of Directors, subject to the provisions of the Bank Act, for the initial6 F. V/ `, s8 e, O
period commencing on the closing date and ending on and including
- I" R/ ?2 |* jFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
7 M8 W0 h. ^: O* k25th day of February, May, August and November in each year, at a rate
5 J( O C8 P, mequal to $0.40625 per share. The initial dividend, if declared, will be payable7 J9 Q9 g1 q! B! J
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
+ S7 T( F4 Z5 j; g/ ~4 ~0 Ndate of December 11, 2008.5 S: F, c/ h% ?+ N* z
For each five-year period after the Initial Fixed Rate Period (each, a
0 b$ O% |" W* ~‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
9 \2 e8 j8 C* I `/ lSeries 18 will be entitled to receive fixed non-cumulative preferential cash7 s& w6 T4 L t
dividends, as and when declared by the Board of Directors, subject to the5 P/ L8 e9 Q( z" A9 J4 i4 ^% o
provisions of the Bank Act, payable quarterly on the 25th day of February,
' }/ T! N( y- P# u. l" K' lMay, August and November in each year, in the amount per share per annum! ~7 e6 i( |. W& Z5 _) a$ f' D k
determined by multiplying the Annual Fixed Dividend Rate applicable to! M# u# P8 z/ r- Z" [, f
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend" m s" Z. y5 f# C
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
9 j9 P* o# e9 I# B) U1 m6 ?: RBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
' k# v' m b) ?+ tof such Subsequent Fixed Rate Period and will be equal to the sum of the0 n0 H) T s" h' a; r) W
Government of Canada Yield on the applicable Fixed Rate Calculation Date
$ Q0 o+ v7 w1 N+ f/ G F$ M+ Vplus 3.83%.
) L' T+ U( f% r% MIf the Board of Directors does not declare a dividend, or any part thereof, on* m0 c/ u. Y1 ]( |
the Preferred Shares Series 18 on or before the dividend payment date for a4 J6 D5 ]% J* u" w8 A7 o
particular quarter, then the entitlement of the holders of the Preferred: y, r5 s/ _9 T5 A% A, b
Shares Series 18 to receive such dividend, or to any part thereof, for such" |7 \( c' S w
quarter will be forever extinguished." d6 f0 F3 l+ E! L5 F
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the$ F3 c) z) c" S* O
Superintendent and to the provisions described below under ‘‘Details of the
' v# N. ^/ F8 N/ f" T% o0 O! i' |. XOffering — Certain Provisions of the Preferred Shares Series 18 as a
: A+ Z `- a+ W, G& U7 ?/ bSeries — Restrictions on Dividends and Retirement of Shares’’, on
9 _; X8 x* Q0 O2 P6 u6 FFebruary 25, 2014 and on February 25 every five years thereafter, on not
- V# a6 f5 b, I8 l; \! B7 Qmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
Y2 h7 f1 [" c u2 [ Fpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
, B$ X% I/ }! t0 h# c Rwithout the consent of the holder, by the payment of an amount in cash for
}/ _# K" [* N5 @8 Z2 j& ~( v: yeach such share so redeemed of $25.00 together with all declared and unpaid
5 Q% n5 U5 B" U) \# Edividends to the date fixed for redemption.3 I, `: J! U7 B
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
; A& v+ s4 C7 ?; OShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
. \/ H; ^5 L6 A8 D: f: Ithe right, at their option, to convert, on February 25, 2014 and on! H8 M- S) {9 M
S-4& |! C; i m+ ^1 T4 M; G
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any* ~6 H0 F1 p- n5 _" `8 Y9 z2 c
or all of their Preferred Shares Series 18 into an equal number of Preferred2 j5 X3 K$ m7 S% T9 B% u
Shares Series 19 upon giving to the Bank notice thereof not earlier than
$ p1 ~% S o! {; {& R/ s30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day) V- N: y6 K; l; x2 U+ t* L; H8 a
preceding, a Series 18 Conversion Date.
. Y$ a' a! u( P- q1 A2 N6 wAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
2 v& N' n- W w+ vProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
% W+ r9 C2 H1 G4 sSeries 19, as the case may be, that there would be outstanding on such
! W: k5 H. J( C/ gSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
( `' J- j: n7 |8 n: [8 Lsuch remaining number of Preferred Shares Series 18 will automatically be; x9 i" d i' t8 P
converted on such Series 18 Conversion Date into an equal number of0 k5 Q$ ^- m7 L. S: s4 T: A" S3 m7 }
Preferred Shares Series 19. Additionally, if the Bank determines that, after! L& R& M7 v0 ?2 n" ~0 a+ c
conversion, there would be outstanding on such Series 18 Conversion Date
+ t Q) k9 ~, i7 a a5 Hless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
) Y! v/ \9 t$ K1 L c% O" @Series 18 will be converted into Preferred Shares Series 19.
. P# h' A5 D. h; d% J0 q% aVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
8 f& w, F0 s3 G5 \% oSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
5 [( t9 g+ A( m- d: f" X6 z" \any meeting of the shareholders of the Bank unless and until the first time at8 J/ O7 F: [) b8 b
which the Board of Directors has not declared the whole dividend on the# t, p. g+ [5 d1 v( ^* C' y
Preferred Shares Series 18 in any quarter. In that event, subject as! i( _9 G2 o) p8 k/ G
hereinafter provided, the holders of Preferred Shares Series 18 will be( f( g6 G3 R. _- T' E/ `
entitled to receive notice of, and to attend, meetings of shareholders at which' D' [ n" V' h% D/ {! L0 }
directors of the Bank are to be elected and will be entitled to one vote for
/ b5 @8 @9 W5 s. Ieach Preferred Share Series 18 held. The voting rights of the holders of the. o. W! C0 ?/ B ]5 D; K l
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of3 O- `9 d# |; w7 b" J
the first dividend on the Preferred Shares Series 18 to which the holders are) h2 R$ ~! n$ Q7 u: E
entitled thereunder subsequent to the time such voting rights first arose until
. a% E9 j7 H9 s& U( G+ y- fsuch time as the Bank may again fail to declare the whole dividend on the+ }, I3 D6 P0 N+ ]5 {% n, y- y
Preferred Shares Series 18 in respect of any quarter, in which event such
+ B4 N1 l, ~4 R6 }voting rights will become effective again and so on from time to time.
5 k- ]6 ?! E! z$ IPrincipal Characteristics of the Preferred Shares Series 19
/ C! ]( s! n8 h2 E! t$ y( J) MDividends: The holders of the Preferred Shares Series 19 will be entitled to receive& I4 u4 e) V5 B" M' y" D
floating rate non-cumulative preferential cash dividends, as and when
- u2 ~. d: {2 y7 u3 vdeclared by the Board of Directors, subject to the provisions of the Bank Act,
+ N/ K" _1 W# a/ v0 h% p) tpayable quarterly on the 25th day of February, May, August and November2 h' |9 k/ I7 A, }, t- a+ Y+ _; ]" A
in each year, in the amount per share determined by multiplying the
2 q6 G5 f M4 [. g6 ]applicable Quarterly Floating Dividend Rate by $25.00.; s4 _, y/ D2 e8 \
On the 30th day prior to the commencement of the initial quarterly dividend
% T3 Z/ t7 u) l* ^period beginning on February 25, 2014, and on the 30th day prior to the first8 ~7 y/ V" _4 a* M) k
day of each subsequent quarterly dividend period (the initial quarterly' F* T( F/ {# w- t9 P- ~
dividend period and each subsequent quarterly dividend period is referred to; X* V! @8 R+ L
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the" W- ?. u% ~- M0 |' o) [2 O/ N
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
. U- k+ Q6 x1 s% Z! p) K# H0 KPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
' B- I2 C* A7 q) v) jT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
5 i) F: E( @) m9 ~& aelapsed in the applicable Quarterly Floating Rate Period divided by 365)% ~+ k( M0 g* a; E' F4 V
determined on the 30th day prior to the first day of the applicable Quarterly5 `; d: ^' P/ L; I2 s
Floating Rate Period.9 p) e' q; ~. S' B- [
S-5
. l/ q# ?) z* qIf the Board of Directors does not declare a dividend, or any part thereof, on
% Q0 ], B0 _$ F N9 H) R3 dthe Preferred Shares Series 19 on or before the dividend payment date for a
_* `# z; A% N* Gparticular quarter, then the entitlement of the holders of the Preferred, a0 j$ }0 n. r- ]$ S
Shares Series 19 to receive such dividend, or to any part thereof, for such( I8 M$ [' v$ k3 P1 P5 @
quarter will be forever extinguished.* p! v& B; @- F- Y$ ^9 h" d/ C
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
# N- ?4 m' H7 @/ C6 r" F' ?Superintendent and to the provisions described below under the heading
: s- r5 J9 W; o: i k* e" W‘‘Details of the Offering — Certain Provisions of the Preferred Shares
; F. g% t$ i2 W! n# a* x5 [5 YSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
; {: I' |0 f. |! I3 U% Gon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
/ b e0 \+ |4 R# nor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
+ R9 a3 p" \) m: Joption without the consent of the holder, by the payment of an amount in
) T/ L4 w9 s8 X [6 v G3 G1 hcash for each such share so redeemed of (i) $25.00 together with all declared
6 B' C" m+ l1 Y6 @& P. D& U0 w( Zand unpaid dividends to the date fixed for redemption in the case of
2 |9 z! R9 T& Lredemptions on February 25, 2019 and on February 25 every five years* C/ v, T6 \ c; d6 G
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to. E0 r2 q' u) r! B& D
the date fixed for redemption in the case of redemptions on any other date* Y& V! }- Z; Y9 ^- ` W
on or after February 25, 2014.
% g% u7 e" m3 N4 E- v% y8 B7 x: ]Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
( |$ A* f; ]. ?, o9 @& ?# t7 FShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
$ @1 G) h- j1 a3 R$ _the right, at their option, to convert, on February 25, 2019 and on6 |4 f( C% _0 [6 w$ x# X% V7 y
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
- O v- R2 p9 S+ g& ?; mor all of their Preferred Shares Series 19 into an equal number of Preferred7 C# u# x [0 f3 Z
Shares Series 18 upon giving to the Bank written notice thereof not earlier
2 f, D! X2 r3 V- Q# ~than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
7 L# M( J5 x; o- F$ @15th day preceding, a Series 19 Conversion Date.; s9 @+ d2 L9 x) A0 D) j1 J
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
0 b! i9 A: f; f `Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
& n# [4 I$ M5 s9 MSeries 18, as the case may be, that there would be outstanding on such2 p* q( n! }/ x0 c" D; |
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,( A4 s5 Z, ?; u# N% v6 m7 F/ W7 c
such remaining number of Preferred Shares Series 19 will automatically be# P0 l; L+ I# v/ W1 v
converted on such Series 19 Conversion Date into an equal number of. f5 r8 ~4 k& n6 {
Preferred Shares Series 18. Additionally, if the Bank determines that, after8 H) s \2 O7 ~' P |: k
conversion, there would be outstanding on such Series 19 Conversion Date2 R: M1 \- f, r& f1 H9 ~0 e
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares; M- U- F' y( O! y3 V5 }6 M
Series 19 will be converted into Preferred Shares Series 18.
8 P6 C& L' L8 t }, m, kVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
8 p3 j4 N3 [% _, F! `Series 19 will not be entitled as such to receive notice of, attend, or vote at,- i2 S) L* X& | j! l8 l
any meeting of the shareholders of the Bank unless and until the first time at7 o4 E5 K1 X4 U: G
which the Board of Directors has not declared the whole dividend on the
8 c# N% ^1 w6 C, ^$ @1 C1 X( mPreferred Shares Series 19 in any quarter. In that event, subject as
4 \- \. u% N4 p. G6 X* r3 H ~1 Ihereinafter provided, the holders of Preferred Shares Series 19 will be
" r+ W, l2 G: ^0 xentitled to receive notice of, and to attend, meetings of shareholders at which) Q9 ^% k* U+ O6 a4 g3 c
directors of the Bank are to be elected and will be entitled to one vote for
" v& ]* C, @2 U1 b8 keach Preferred Share Series 19 held. The voting rights of the holders of the3 _5 K/ ]8 g# x; j2 e5 S/ U
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
8 U' g: ] ^. ]4 z7 H- gthe first dividend on the Preferred Shares Series 19 to which the holders are
. r1 V1 d4 i; y' N8 Pentitled thereunder subsequent to the time such voting rights first arose until# M2 B1 w9 j0 v* m* ], w* o
such time as the Bank may again fail to declare the whole dividend on the$ S) Z4 `9 y) \
Preferred Shares Series 19 in respect of any quarter, in which event such* M; ~5 ~- {1 `
voting rights will become effective again and so on from time to time.
) S. E5 v4 j$ i. n1 \" \S-6$ ]* t2 d! w' m
Priority: The preferred shares of each series of the Bank will rank on a parity with( e! S: u; K* U$ p; O+ z/ C- {
every other series and are entitled to preference over the common shares of3 T! s" u1 m. w: ~7 c) s
the Bank and over any other shares of the Bank ranking junior to the
! x) L3 x ?2 vpreferred shares with respect to the payment of dividends and upon any0 [3 Z& P+ q* J, ^# \0 Y) D
distribution of assets in the event of the liquidation, dissolution or. j: r7 }+ t( i- J& Q+ z2 f7 b
winding-up of the Bank.
' n3 W* O5 _2 d0 M4 V! v( U; ATax on Preferred Share The Bank will elect, in the manner and within the time provided under
$ z: z- \0 R# f1 a, W+ FDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares4 H1 F I1 |% H( W9 E" C
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
8 j6 v K* Y4 b& Ldividends received on such shares under Part IV.1 of such Act. |
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