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发表于 2008-11-29 16:58
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下面是BMO的:1 j- A& L0 P) n% W) V K2 o
SUMMARY OF THE OFFERING
. ]1 A2 D4 a: N+ 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’’.
. [& v4 Y& k C' ^" f: r& W$ NIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
# ~. ^/ Z( k* E3 _& zAmount: $150,000,000 (6,000,000 shares).
/ @" \6 }& Z1 vPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
9 v+ i* ]$ d& s: I1 `Principal Characteristics of the Preferred Shares Series 18% v5 R4 \, }$ C" A6 q
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed" H! z/ ^6 F H; D5 f" }
non-cumulative preferential cash dividends, as and when declared by the6 ?: Q$ ^4 B1 B% c+ X$ P d
Board of Directors, subject to the provisions of the Bank Act, for the initial
5 I* B! d7 t" W" Zperiod commencing on the closing date and ending on and including
, N* X: |* ?8 i% y0 ~' O' o. _February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
0 I. C( R" ^! K; }& Y) v6 D# w25th day of February, May, August and November in each year, at a rate* W( W4 E4 p8 B) N
equal to $0.40625 per share. The initial dividend, if declared, will be payable
4 E4 l+ w- w9 |' [, HMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
: G4 `" M: O" I2 J' A Z' i9 `- edate of December 11, 2008." O4 V/ v i7 O1 I
For each five-year period after the Initial Fixed Rate Period (each, a
: z; F% x6 T h6 m w5 D‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares% v: Y; q+ T5 R! [
Series 18 will be entitled to receive fixed non-cumulative preferential cash1 U% Z: B: ~: Y$ S
dividends, as and when declared by the Board of Directors, subject to the
' D h* ? s3 l1 dprovisions of the Bank Act, payable quarterly on the 25th day of February,- b+ l; w$ \. `, i' g
May, August and November in each year, in the amount per share per annum' F4 }8 z" X2 h) q
determined by multiplying the Annual Fixed Dividend Rate applicable to Z0 n# `* g2 w8 a# L! b
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
" ?* r% q9 }3 d- lRate for the ensuing Subsequent Fixed Rate Period will be determined by the: k, Q9 w# E8 N# i) `2 ^; o; B
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
1 D1 t/ n" o3 [+ r" Xof such Subsequent Fixed Rate Period and will be equal to the sum of the
$ f, \" ~8 D2 i7 E: k5 v* VGovernment of Canada Yield on the applicable Fixed Rate Calculation Date4 {5 E: P- B7 W: u3 j
plus 3.83%.3 u5 B7 w: N$ L* H5 X+ Q @( E
If the Board of Directors does not declare a dividend, or any part thereof, on
% ?: U# E: N# @9 U& l/ E) kthe Preferred Shares Series 18 on or before the dividend payment date for a5 L+ D. Q2 k. B% A6 d* A) x, L
particular quarter, then the entitlement of the holders of the Preferred) K# }, p3 ?$ G
Shares Series 18 to receive such dividend, or to any part thereof, for such
- Q; d. F# f7 uquarter will be forever extinguished.7 T, |& X/ a7 G5 [
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
8 k% G! w7 Z+ Q* G9 v; `Superintendent and to the provisions described below under ‘‘Details of the
9 U. Q8 o8 i& I+ m5 v* GOffering — Certain Provisions of the Preferred Shares Series 18 as a
/ ]) g- Z7 n0 C- b. pSeries — Restrictions on Dividends and Retirement of Shares’’, on2 Y: M! ?: k+ b4 k9 N
February 25, 2014 and on February 25 every five years thereafter, on not" I5 K- Q/ C4 ]. `7 ]- k& U
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any/ a* D8 {6 g, s
part of the then outstanding Preferred Shares Series 18, at the Bank’s option& b4 l% x, K+ E7 n
without the consent of the holder, by the payment of an amount in cash for
' v) n1 ?& f/ m6 N" J3 beach such share so redeemed of $25.00 together with all declared and unpaid
3 x5 X0 Z/ r. e/ v1 edividends to the date fixed for redemption.
& ?4 l* Q* f& `8 XConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
5 g2 D0 Q+ l! [* K/ J, iShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have. m- D7 G# O& i( v" I; |$ u0 c6 O
the right, at their option, to convert, on February 25, 2014 and on
0 M2 I. y% m- o2 `S-4
& t, c2 F; D6 \+ v& KFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
" M" v( e' e0 w9 S( A; { n: yor all of their Preferred Shares Series 18 into an equal number of Preferred
' G" ^: ~/ Y7 p- A3 cShares Series 19 upon giving to the Bank notice thereof not earlier than
( \6 Y9 C3 S, C2 m3 {# u30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
) x: t, D1 F& T: V) f1 H2 ~preceding, a Series 18 Conversion Date.
6 s& X- m2 u8 s6 ?1 n# [6 uAutomatic Conversion If the Bank determines, after having taken into account all shares tendered2 h( J% b/ J% k& B) y& |, d
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
7 g$ y7 u; E t. ?- b7 y i- DSeries 19, as the case may be, that there would be outstanding on such3 D; D1 `4 n2 f% p6 ~
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
$ R: q4 E3 J8 Rsuch remaining number of Preferred Shares Series 18 will automatically be
8 q9 z1 D$ \ I4 L2 ^/ s; Kconverted on such Series 18 Conversion Date into an equal number of
+ u3 j$ A# O5 a5 S+ g3 N! OPreferred Shares Series 19. Additionally, if the Bank determines that, after7 n# v0 n: C! o/ c( g" U
conversion, there would be outstanding on such Series 18 Conversion Date6 W' C. `1 B2 z1 `/ v; x
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares6 S3 p0 P8 v/ ~9 ?4 W+ a3 ~
Series 18 will be converted into Preferred Shares Series 19.3 j9 t5 P+ C/ l* b' x) ~- ?% ~
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
3 e+ e9 R/ q2 c# Y1 ^0 s+ mSeries 18 will not be entitled as such to receive notice of, attend, or vote at,0 D* A& L( d% ]: P+ R$ T- O$ m( b
any meeting of the shareholders of the Bank unless and until the first time at
! j% }9 M! ]$ }8 H0 } S- y) {which the Board of Directors has not declared the whole dividend on the
! q8 \8 K. v0 E. ?! G& T( nPreferred Shares Series 18 in any quarter. In that event, subject as" N a* E$ J! j" [8 D
hereinafter provided, the holders of Preferred Shares Series 18 will be# K+ l& x3 n' t' q- x
entitled to receive notice of, and to attend, meetings of shareholders at which% m" N: E* Q' j& J1 E" H
directors of the Bank are to be elected and will be entitled to one vote for
: ~0 J* A% V5 t6 s8 W# l" u9 a$ [, Zeach Preferred Share Series 18 held. The voting rights of the holders of the+ W) f" [$ D v. R
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of \9 _" j$ k0 B& Q8 \+ N$ Q6 ]+ o( b' `2 l
the first dividend on the Preferred Shares Series 18 to which the holders are1 ?/ ?/ a( O3 v9 h7 A8 |3 t
entitled thereunder subsequent to the time such voting rights first arose until
3 [' y K" W. E) [ y; z jsuch time as the Bank may again fail to declare the whole dividend on the4 T. {5 A3 N7 v# Q& @
Preferred Shares Series 18 in respect of any quarter, in which event such$ i7 o- y2 u8 S9 W4 X* P
voting rights will become effective again and so on from time to time." w9 `# K3 }! N6 h" v- p) Y
Principal Characteristics of the Preferred Shares Series 19
+ M, G% N. E! aDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
; A* H# f5 l, \4 N' yfloating rate non-cumulative preferential cash dividends, as and when
+ |/ a" l3 k1 D0 N0 y7 hdeclared by the Board of Directors, subject to the provisions of the Bank Act,2 F, F+ S( S" h& z
payable quarterly on the 25th day of February, May, August and November9 Y7 ?3 P+ L; K4 M: j7 i& l+ V) O+ ?
in each year, in the amount per share determined by multiplying the9 N7 T" d8 `( C5 A9 W# y
applicable Quarterly Floating Dividend Rate by $25.00.2 x- Q. Z0 a- Q# q# j
On the 30th day prior to the commencement of the initial quarterly dividend
4 B. P$ D3 E9 K* }9 a+ wperiod beginning on February 25, 2014, and on the 30th day prior to the first/ L& U3 z3 G' H- F8 m" _: O
day of each subsequent quarterly dividend period (the initial quarterly: b/ u ]3 ]- R5 D: i! n7 L
dividend period and each subsequent quarterly dividend period is referred to/ w# K* {+ Z& u. p! v9 s
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the, w% c7 E0 y. _' n: l
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
% `; M) R5 n/ `) }3 e8 RPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the f' K% b. k( b5 Y0 G
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
6 h5 T* X& ~9 x1 Telapsed in the applicable Quarterly Floating Rate Period divided by 365)
% P6 f6 {" Q! a2 u/ ?$ bdetermined on the 30th day prior to the first day of the applicable Quarterly7 i, d K2 K3 f, ~
Floating Rate Period.
( Q3 q6 ]$ g2 L7 {S-58 G! k7 ?! j* H" c' M0 a9 k
If the Board of Directors does not declare a dividend, or any part thereof, on! m7 |9 ?9 r3 @0 z
the Preferred Shares Series 19 on or before the dividend payment date for a
$ J" h4 U! b# Mparticular quarter, then the entitlement of the holders of the Preferred
8 m) e# J1 h! d& e Z0 v6 X8 U- tShares Series 19 to receive such dividend, or to any part thereof, for such W. p" {& s3 F e+ y
quarter will be forever extinguished.8 h0 X8 m' z8 J8 g u
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the! r5 O i7 K" J+ W
Superintendent and to the provisions described below under the heading8 a( O; Q! o$ c7 f1 {0 ]/ ?) S, j
‘‘Details of the Offering — Certain Provisions of the Preferred Shares0 c7 l N- y% }, q
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,5 ]0 S* k) }$ d3 E$ e9 N/ c5 b; d* }! W
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
; O. Y; J, F/ i, Q/ n* [or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
1 K `" @0 h' u) H+ L3 roption without the consent of the holder, by the payment of an amount in2 b+ H, g" l: w- N/ ?4 _% W* o! O
cash for each such share so redeemed of (i) $25.00 together with all declared
, s( C/ C6 X6 R% Xand unpaid dividends to the date fixed for redemption in the case of I* w/ \8 g3 @; I1 c3 B
redemptions on February 25, 2019 and on February 25 every five years# C* V+ n0 @: r! d0 w
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to% Y) u5 q7 i' Y" i' W% Z/ P
the date fixed for redemption in the case of redemptions on any other date
7 l, C! e1 ]& h6 N0 Jon or after February 25, 2014./ S/ A! s3 N+ x+ a
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic9 _4 T/ ?! B) n3 q1 y
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
1 \$ W) _# a8 othe right, at their option, to convert, on February 25, 2019 and on
* }& L; _( H! z9 TFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any/ i+ s) c, n+ ~0 L5 o
or all of their Preferred Shares Series 19 into an equal number of Preferred
2 G5 W- L1 ~2 ?' _+ P9 o6 k- QShares Series 18 upon giving to the Bank written notice thereof not earlier/ O+ Z; [, ?, T: L( t
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the( n" D6 k+ B' X5 |1 o1 u
15th day preceding, a Series 19 Conversion Date.
1 k( Q5 {- Q8 c# d2 t8 t1 |Automatic Conversion If the Bank determines, after having taken into account all shares tendered
9 U( b! O3 a9 n# l H& w. W' o; QProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares/ F( x3 D6 y# x8 T7 K, z
Series 18, as the case may be, that there would be outstanding on such
, {4 U; p$ E. |6 B; A9 |Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
, C ^- \1 ]# N$ }2 Fsuch remaining number of Preferred Shares Series 19 will automatically be
8 s5 r3 A* d9 Dconverted on such Series 19 Conversion Date into an equal number of
- G5 s! Y. |5 JPreferred Shares Series 18. Additionally, if the Bank determines that, after+ g( ~) H# E9 ~' `
conversion, there would be outstanding on such Series 19 Conversion Date+ B# f% G& e: q9 D; R! X
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares' ?' S3 a# j7 D. k t
Series 19 will be converted into Preferred Shares Series 18./ k# d' x7 t3 G* n7 P" ^% f4 J
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares1 M5 e7 @' O; Q/ W# y( R
Series 19 will not be entitled as such to receive notice of, attend, or vote at,9 O# O. G( O9 S0 f! L
any meeting of the shareholders of the Bank unless and until the first time at
6 W# O* F9 Z( P5 }4 {6 B1 vwhich the Board of Directors has not declared the whole dividend on the: P4 y2 x( r- F4 `$ o2 q
Preferred Shares Series 19 in any quarter. In that event, subject as
* _ J* w' p4 Thereinafter provided, the holders of Preferred Shares Series 19 will be8 q' ~+ P( W" M3 V
entitled to receive notice of, and to attend, meetings of shareholders at which" f% [6 E! [: R3 i4 ^* Z- M
directors of the Bank are to be elected and will be entitled to one vote for! {# k0 h6 G' N, K9 D! m) S
each Preferred Share Series 19 held. The voting rights of the holders of the) R1 S5 u* s- y' z
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of( o; ?0 ^+ K+ l' n
the first dividend on the Preferred Shares Series 19 to which the holders are8 m; u; W& B4 B& _
entitled thereunder subsequent to the time such voting rights first arose until
% s& h* ]( D% l$ y, l' E# R1 Xsuch time as the Bank may again fail to declare the whole dividend on the
& E- v+ N& U! ]( hPreferred Shares Series 19 in respect of any quarter, in which event such
* v4 L2 D! s& w9 R7 A- `) Jvoting rights will become effective again and so on from time to time.+ U6 @ |2 }& ]$ d7 X% g
S-6% Y- X* X1 a W. V
Priority: The preferred shares of each series of the Bank will rank on a parity with
6 h7 K9 l b; u& |every other series and are entitled to preference over the common shares of
# P- u) B) N }% bthe Bank and over any other shares of the Bank ranking junior to the
( c% s! F. k* G, jpreferred shares with respect to the payment of dividends and upon any
# b" t) o7 E( adistribution of assets in the event of the liquidation, dissolution or
/ s! P4 p9 e1 \ Cwinding-up of the Bank." Y, F- E& @* f
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under/ X. l2 I% Z; V" j4 r
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares0 E5 j3 B* l7 j, r j$ ~; M
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
; Q" Q6 Q0 D, w) ? E5 Idividends received on such shares under Part IV.1 of such Act. |
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