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发表于 2008-11-29 16:58
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下面是BMO的:7 q! Y; C7 I3 L X
SUMMARY OF THE OFFERING
$ _7 i& n) Z$ p" e& E8 ~3 zThis 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’’.
; Z7 i! p4 Q- Q5 L* K5 OIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
& b0 R6 d' f C4 bAmount: $150,000,000 (6,000,000 shares).! Z$ k: P) ~9 C
Price and Yield: $25.00 per share to yield initially 6.50% per annum.. N. ^- W, q, j0 J) F4 \
Principal Characteristics of the Preferred Shares Series 18
- {- r! t1 l% f# _: B/ rDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed J" a5 t0 m- z2 `0 T" ~5 X' F; s4 j
non-cumulative preferential cash dividends, as and when declared by the
% z+ k( T& O+ j gBoard of Directors, subject to the provisions of the Bank Act, for the initial
6 d9 M6 C+ p6 I. speriod commencing on the closing date and ending on and including
3 ] P8 o9 p) gFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
8 ? c! w$ X$ T1 f/ t$ W25th day of February, May, August and November in each year, at a rate* [$ F' F% [5 y2 G, E0 t
equal to $0.40625 per share. The initial dividend, if declared, will be payable( z& `5 v- @2 Z; i" I* l4 n5 d0 c& D
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
3 G' W* T* H- Y9 z" `+ ~date of December 11, 2008.
+ ~* V" K y9 X0 a5 s+ M# pFor each five-year period after the Initial Fixed Rate Period (each, a, n: C5 I8 {4 q+ O3 o
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares- f, Q U6 l) H$ j3 H
Series 18 will be entitled to receive fixed non-cumulative preferential cash# u% E3 t; t6 D2 _0 t+ d
dividends, as and when declared by the Board of Directors, subject to the
3 p9 [" O3 V; `# t/ p% Uprovisions of the Bank Act, payable quarterly on the 25th day of February,# @" f. Z# T2 w6 Q% N
May, August and November in each year, in the amount per share per annum8 `/ A% j# x$ z; S2 j, M. Q
determined by multiplying the Annual Fixed Dividend Rate applicable to) [! y* R$ e, g3 l, y
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend. _) b/ o: n3 Q$ w
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
1 o1 M; W' B$ ~Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day2 G; m- o8 }* K
of such Subsequent Fixed Rate Period and will be equal to the sum of the% ?, L" l/ ]$ a- C% U* q8 q* U
Government of Canada Yield on the applicable Fixed Rate Calculation Date
. E6 [9 y2 M7 g* V: Eplus 3.83%.4 p* ]: n9 y6 n2 B% w0 n
If the Board of Directors does not declare a dividend, or any part thereof, on
; o* X3 m Z7 J: |8 U- _the Preferred Shares Series 18 on or before the dividend payment date for a
% m" |4 D# g5 X! }) J; w$ S" cparticular quarter, then the entitlement of the holders of the Preferred
' J6 r* V, W) r$ RShares Series 18 to receive such dividend, or to any part thereof, for such7 U! p" _- {6 P; w6 b
quarter will be forever extinguished.
$ K- k# n& o4 z/ J+ ^Redemption: Subject to the provisions of the Bank Act and to the prior consent of the- s, X. d# v/ e2 @3 D
Superintendent and to the provisions described below under ‘‘Details of the4 V1 d1 p3 u6 ?" W1 F
Offering — Certain Provisions of the Preferred Shares Series 18 as a
0 B* ]! O& K) `1 b( ZSeries — Restrictions on Dividends and Retirement of Shares’’, on
& F1 w: u! Z. l( K7 l: \February 25, 2014 and on February 25 every five years thereafter, on not
: [9 o6 [ b: p' gmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
$ G4 x7 a( V/ N$ Jpart of the then outstanding Preferred Shares Series 18, at the Bank’s option2 y, F! v, S6 f9 s/ n1 P$ E: H3 h
without the consent of the holder, by the payment of an amount in cash for
2 d3 w3 O) m& K2 r- p# E% h$ p0 n1 Heach such share so redeemed of $25.00 together with all declared and unpaid
2 ?0 N3 \$ E' U7 u( @dividends to the date fixed for redemption.
; R& P& ?" A! Y7 R& E X5 q9 B: pConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic0 `' J# ^) y5 t& s. j0 F
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have7 n9 f" W9 H( Z+ u0 \0 H5 i' R
the right, at their option, to convert, on February 25, 2014 and on
" V" j1 B7 k8 _& ?$ [- E4 N( ^8 ^ nS-4
: {) d1 L5 `: ~. F" wFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any& n/ J. k9 ^1 d0 f& I
or all of their Preferred Shares Series 18 into an equal number of Preferred
; G; h# g/ u/ {; p. v6 [/ s( bShares Series 19 upon giving to the Bank notice thereof not earlier than
: K3 j- ?$ K8 ?30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
( \: ^1 ~" M: G0 \preceding, a Series 18 Conversion Date.
' k5 w3 g0 f8 j( ^) _Automatic Conversion If the Bank determines, after having taken into account all shares tendered7 |& m' e) K( [+ m' {6 v. t
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares$ }& |8 k3 q, ^+ d2 W& _1 {+ u# ]4 ~
Series 19, as the case may be, that there would be outstanding on such5 P6 s7 i% Y+ ~+ G; L
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,$ M& h1 |4 U2 P% q/ N4 O& L
such remaining number of Preferred Shares Series 18 will automatically be4 ^# f+ B# {3 f
converted on such Series 18 Conversion Date into an equal number of
# x- {- m7 x0 H7 _2 IPreferred Shares Series 19. Additionally, if the Bank determines that, after. F8 a0 `6 x9 O* S9 y9 |( o9 Y; j- a
conversion, there would be outstanding on such Series 18 Conversion Date
4 k! p, T0 [/ ` ~1 [' C" Eless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
; C* R1 ^( P9 Q% b0 k6 {7 Y* w1 [Series 18 will be converted into Preferred Shares Series 19.
R8 U, A# m- x3 ]Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares0 z4 H% N9 H; T- `
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
q+ O- G1 ?8 B6 i0 q' p& d# ^( @any meeting of the shareholders of the Bank unless and until the first time at
+ Z' ^* e! M3 G: Y" P% swhich the Board of Directors has not declared the whole dividend on the
+ B2 c4 L$ w6 T5 vPreferred Shares Series 18 in any quarter. In that event, subject as
" e* c7 I: w, p4 f; Ohereinafter provided, the holders of Preferred Shares Series 18 will be# {2 f2 s0 @( B5 l& U' K1 ?
entitled to receive notice of, and to attend, meetings of shareholders at which
& b: [0 X8 s* Kdirectors of the Bank are to be elected and will be entitled to one vote for
1 X- r: c& F. o$ v. E4 g$ ieach Preferred Share Series 18 held. The voting rights of the holders of the' _4 r) s I' ~ s h7 T! @2 C0 `2 P
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of+ r3 Z: K% h% H) f& D
the first dividend on the Preferred Shares Series 18 to which the holders are
* e6 m0 U2 u1 ?1 e( i9 v1 m+ kentitled thereunder subsequent to the time such voting rights first arose until5 O) @3 Q) K$ c3 l! @4 \$ @
such time as the Bank may again fail to declare the whole dividend on the2 J( d0 S3 s; c( @9 @9 a+ c( ]. y+ {
Preferred Shares Series 18 in respect of any quarter, in which event such
; F- J5 |5 W6 S# b$ j3 Svoting rights will become effective again and so on from time to time.
H" @6 n, Z X& f: c* R+ G- K4 s( e& zPrincipal Characteristics of the Preferred Shares Series 19
, ]$ y7 g5 r* T: `) O2 WDividends: The holders of the Preferred Shares Series 19 will be entitled to receive% M7 W K7 l" [
floating rate non-cumulative preferential cash dividends, as and when
5 l8 n0 @# r* J) j3 ]% ndeclared by the Board of Directors, subject to the provisions of the Bank Act,( Z5 N. l" J- k- h
payable quarterly on the 25th day of February, May, August and November; H: g; g5 d+ l: s/ {: ?! h9 t
in each year, in the amount per share determined by multiplying the
8 h! M ~( ^; ]! G' x0 mapplicable Quarterly Floating Dividend Rate by $25.00.4 w4 u5 N7 h# Q
On the 30th day prior to the commencement of the initial quarterly dividend: O; n1 u6 |9 e' w9 a6 }9 v2 ]
period beginning on February 25, 2014, and on the 30th day prior to the first
* ^% q6 K9 [$ K' Vday of each subsequent quarterly dividend period (the initial quarterly+ `4 }# P. L! _# r) q; w3 ~& e
dividend period and each subsequent quarterly dividend period is referred to
9 g- A! V' D7 E. mas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
9 l6 G/ D1 v! u. [. r1 o& }Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate' Q# s; Q* p& ]
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the1 G. H( e8 }" W! [
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days+ _! Y: c( e8 R1 ~, v: F2 p% T1 S
elapsed in the applicable Quarterly Floating Rate Period divided by 365)' i! N# @% x& d) U
determined on the 30th day prior to the first day of the applicable Quarterly( C+ w b' o$ I
Floating Rate Period.# u' V' ~; O$ m/ p O
S-57 G3 V7 `& h! u# q
If the Board of Directors does not declare a dividend, or any part thereof, on: D$ R! o* ?$ `- t6 z
the Preferred Shares Series 19 on or before the dividend payment date for a
1 J5 v; T8 e& Kparticular quarter, then the entitlement of the holders of the Preferred& F I' t t( ~' m* {; k( m
Shares Series 19 to receive such dividend, or to any part thereof, for such
+ U3 d" x. a; e+ W3 Mquarter will be forever extinguished.2 q% S1 N ?+ O' Y& n! e, V, \4 }
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 l! F; t N( L6 J* A$ I4 rSuperintendent and to the provisions described below under the heading
' {' W8 _* H( T‘‘Details of the Offering — Certain Provisions of the Preferred Shares
% Q$ v8 G: t% D- rSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
) s; Y" v' z0 l6 k/ @on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
7 B" Q0 _0 p- U6 N! T4 d9 ror any part of the then outstanding Preferred Shares Series 19, at the Bank’s
8 O# `& D; s0 |' E9 Eoption without the consent of the holder, by the payment of an amount in+ O& @1 ]- F, L
cash for each such share so redeemed of (i) $25.00 together with all declared2 p( S! _# D, D' z( R. o) R
and unpaid dividends to the date fixed for redemption in the case of; R q3 H9 T! y
redemptions on February 25, 2019 and on February 25 every five years& u1 i/ q* c# C6 ?( V7 g
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
( L6 c2 Z& K% Kthe date fixed for redemption in the case of redemptions on any other date
8 ~3 b0 @4 ]8 Bon or after February 25, 2014.
' \4 B$ Y8 @/ U( ] m ^& KConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
( X: E0 G3 I8 E4 }4 j, yShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have' y/ \4 k! `; g; J* N
the right, at their option, to convert, on February 25, 2019 and on
7 l; ? C$ W' KFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any/ V' p6 ~) e9 }$ l
or all of their Preferred Shares Series 19 into an equal number of Preferred
& ]1 X, ]' `( M: f/ VShares Series 18 upon giving to the Bank written notice thereof not earlier9 P' Z* X: n3 k7 }
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
- ?% H# c+ H/ Y* T- p: |2 ]& f& y# Q15th day preceding, a Series 19 Conversion Date.+ R' I K* m" `5 J! T/ o ~
Automatic Conversion If the Bank determines, after having taken into account all shares tendered" x( i1 p# h( y7 o
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
9 i* x( s- ~; v+ S; e% v5 FSeries 18, as the case may be, that there would be outstanding on such
; _+ |2 a$ A4 y" \. Q& oSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
4 ~) T8 F' |' f5 @( X1 x9 d& V. isuch remaining number of Preferred Shares Series 19 will automatically be
' s4 k* C: d5 N$ z9 F7 Mconverted on such Series 19 Conversion Date into an equal number of
5 V$ R1 H% N6 J3 X4 y: KPreferred Shares Series 18. Additionally, if the Bank determines that, after( M5 t& `' C; J8 B! a
conversion, there would be outstanding on such Series 19 Conversion Date
! @# z; j7 U) mless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares% d$ p9 q& a. _6 Y/ \% K. E) p) ^/ I
Series 19 will be converted into Preferred Shares Series 18.
2 V& h: D L- c! ?) h$ r! C( iVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares; J, F+ q, ^! `+ B1 R1 G; {! D
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
S! x. M5 e) w4 S: B4 [/ j3 Lany meeting of the shareholders of the Bank unless and until the first time at- Z% w6 E( i# r
which the Board of Directors has not declared the whole dividend on the. y/ d1 K: u) Q
Preferred Shares Series 19 in any quarter. In that event, subject as
$ Y1 i- p0 Z) K0 Ohereinafter provided, the holders of Preferred Shares Series 19 will be$ i9 v0 f/ d/ Z8 R1 q* Q6 F3 C
entitled to receive notice of, and to attend, meetings of shareholders at which
" x+ ]9 S6 b6 ~( b! `& Fdirectors of the Bank are to be elected and will be entitled to one vote for# ]# n' i7 f9 d9 u# Y' a! P, _
each Preferred Share Series 19 held. The voting rights of the holders of the
6 h) ?6 P7 V8 n3 F; n0 DPreferred Shares Series 19 will forthwith cease upon payment by the Bank of$ X( ?6 Z, I# v( B
the first dividend on the Preferred Shares Series 19 to which the holders are
% U+ @- q( |2 K# G' }& S; h' q: qentitled thereunder subsequent to the time such voting rights first arose until
+ r7 S: S1 X7 m- q; Fsuch time as the Bank may again fail to declare the whole dividend on the7 P5 j8 L6 q d9 V7 p. w1 }
Preferred Shares Series 19 in respect of any quarter, in which event such1 l9 M9 Z1 r- M! P& B
voting rights will become effective again and so on from time to time.
) g4 C- R( L* d6 h4 w! O1 wS-67 c2 J6 M0 ^1 P& K
Priority: The preferred shares of each series of the Bank will rank on a parity with8 t6 V8 d# A: w* o. f7 a$ |
every other series and are entitled to preference over the common shares of: X$ C# q; D* L g
the Bank and over any other shares of the Bank ranking junior to the
$ }8 k9 S9 r5 I$ ~9 ~" ppreferred shares with respect to the payment of dividends and upon any/ Z. Y6 n8 U8 m3 b$ r! R+ z4 j% G
distribution of assets in the event of the liquidation, dissolution or1 [2 h! V+ f0 r7 ?( r# a2 V
winding-up of the Bank.
2 \/ A& a7 n ~0 z( rTax on Preferred Share The Bank will elect, in the manner and within the time provided under8 r' r- M2 H* z& J
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
P2 R9 o- k% z- YSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
: T8 e( J# V+ p! D5 Wdividends received on such shares under Part IV.1 of such Act. |
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