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发表于 2008-11-29 16:58
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下面是BMO的:7 ?& V/ y7 W$ }1 l% G# C+ |( h5 o @
SUMMARY OF THE OFFERING% a2 d _2 S' h8 _" o
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’’.
; U$ i4 c4 ?2 B! F. k" z/ Z" aIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18., ~6 j2 t$ @9 C& t
Amount: $150,000,000 (6,000,000 shares).4 ~* r) z8 U7 H$ w
Price and Yield: $25.00 per share to yield initially 6.50% per annum." X+ @: C% V- Q8 `
Principal Characteristics of the Preferred Shares Series 18
- S6 X9 x* m) }Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed! S! C! K) {7 _1 t
non-cumulative preferential cash dividends, as and when declared by the( ~- f, f7 ~0 |
Board of Directors, subject to the provisions of the Bank Act, for the initial6 R! K: W* D5 W" X: N
period commencing on the closing date and ending on and including$ L5 F9 x1 x1 e
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the7 O: i( w7 \( q
25th day of February, May, August and November in each year, at a rate
) T; v- J0 {7 x+ d9 Yequal to $0.40625 per share. The initial dividend, if declared, will be payable1 u7 y( {, Y$ }" @+ n
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing7 C' \9 I4 ?: `# S
date of December 11, 2008.% D4 ~7 ^3 t$ S" A" L
For each five-year period after the Initial Fixed Rate Period (each, a
8 v0 t Y) E# m- b1 }) i‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares X( P2 w8 T) y3 G: k3 l
Series 18 will be entitled to receive fixed non-cumulative preferential cash$ g. B5 j$ N" L" [
dividends, as and when declared by the Board of Directors, subject to the
d* o3 {' ] n: z# e: f% A( nprovisions of the Bank Act, payable quarterly on the 25th day of February, Q6 S- y8 R# d7 o% l3 ?
May, August and November in each year, in the amount per share per annum
, i* i6 v8 u( H: [1 z% y+ |% jdetermined by multiplying the Annual Fixed Dividend Rate applicable to
2 b' Y, } {7 a3 Lsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
" n8 ?# H. N8 \# N! J. wRate for the ensuing Subsequent Fixed Rate Period will be determined by the
8 l9 h O7 j; x fBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day a; h5 W0 G% H/ q8 o: r& Y
of such Subsequent Fixed Rate Period and will be equal to the sum of the$ \! x) r. T0 C G% ^
Government of Canada Yield on the applicable Fixed Rate Calculation Date
* m6 Y5 R- ?) ]+ a# F6 pplus 3.83%.
) u2 W% q; {+ [* u/ bIf the Board of Directors does not declare a dividend, or any part thereof, on
5 O8 r6 K4 Z5 m; rthe Preferred Shares Series 18 on or before the dividend payment date for a
/ X$ {* O2 N' n3 Bparticular quarter, then the entitlement of the holders of the Preferred
' c, ]9 H* b. b8 u8 z0 Z* R9 o) \* TShares Series 18 to receive such dividend, or to any part thereof, for such' F8 P# l' `7 P: f2 n, }7 S" w
quarter will be forever extinguished.
; c- D% v9 T% d4 x- _# f* ^Redemption: Subject to the provisions of the Bank Act and to the prior consent of the: q1 J/ p0 G- h" y
Superintendent and to the provisions described below under ‘‘Details of the' U. Q. ^: I# A3 n$ M
Offering — Certain Provisions of the Preferred Shares Series 18 as a+ }8 w: }) b- O$ n
Series — Restrictions on Dividends and Retirement of Shares’’, on/ N1 i! m b& X" @* q D
February 25, 2014 and on February 25 every five years thereafter, on not, L; _9 O8 O& g2 ]3 e7 ]1 i# L* R
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any; ?4 K9 u3 k6 z, m! R- y7 N
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
* J! w3 t4 Z% q2 J7 s# |) Twithout the consent of the holder, by the payment of an amount in cash for
+ ^, j8 u5 m- k4 `: o; Q9 A5 I% feach such share so redeemed of $25.00 together with all declared and unpaid9 `/ J) j- k) T& E6 N5 S
dividends to the date fixed for redemption.1 @3 S/ n" w' c# e" I. z' f
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
. e2 ^) C. r6 Z5 V1 H8 QShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
9 L" V+ P: E: ]the right, at their option, to convert, on February 25, 2014 and on" g" m! o+ _2 ]) |$ J( ~* y
S-47 b: g; m+ u* g3 {- }6 l" g
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any% \9 A& F( s6 h9 v$ b
or all of their Preferred Shares Series 18 into an equal number of Preferred' ]+ R- j6 \2 a. K8 q
Shares Series 19 upon giving to the Bank notice thereof not earlier than- K# f2 V, ]1 V" D8 s- F
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day) H- J0 [7 m7 ]5 d
preceding, a Series 18 Conversion Date.
$ d3 H- O' `" ^$ ], `+ i5 l7 \Automatic Conversion If the Bank determines, after having taken into account all shares tendered
& _! R3 D/ T/ e; e8 K2 nProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares# T# R2 I* ~. _! M2 P T
Series 19, as the case may be, that there would be outstanding on such
9 d, l1 n& _& K, P t! T0 SSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
/ ~+ x9 K) S% ?! U/ H9 Ysuch remaining number of Preferred Shares Series 18 will automatically be+ a: F; ? i/ I7 M" R
converted on such Series 18 Conversion Date into an equal number of
. f5 d j6 h8 ~( |1 N/ ePreferred Shares Series 19. Additionally, if the Bank determines that, after
o, }5 n' H( f k# r, B# Q* Rconversion, there would be outstanding on such Series 18 Conversion Date7 T5 }) P# u2 v! Y; l% X0 D. E
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
- `( u' a: r/ t/ k$ l( P6 h- JSeries 18 will be converted into Preferred Shares Series 19.7 T( f' F r" B6 }7 t: M1 m
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares& H: f7 h! k2 V3 L2 [
Series 18 will not be entitled as such to receive notice of, attend, or vote at,+ ~: o p+ \, z9 X9 f0 b2 E/ N- N
any meeting of the shareholders of the Bank unless and until the first time at# F/ d% M' D: R7 _3 R0 ~
which the Board of Directors has not declared the whole dividend on the
. D5 {# V7 W: _Preferred Shares Series 18 in any quarter. In that event, subject as
% ]' i4 k% R$ _2 V8 T5 ihereinafter provided, the holders of Preferred Shares Series 18 will be
& F- l2 ~+ W) u7 [7 q+ [3 A1 F, t2 Mentitled to receive notice of, and to attend, meetings of shareholders at which8 e# H; a( r* T, j$ l. Z V: B
directors of the Bank are to be elected and will be entitled to one vote for/ k# [$ e( X% [3 s* R! X! P4 v
each Preferred Share Series 18 held. The voting rights of the holders of the2 W- f- w+ ^/ ~, W; O! t
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
7 r2 x- a) k, D6 m8 U6 Gthe first dividend on the Preferred Shares Series 18 to which the holders are
' |+ W4 o% x) D; N; p/ z( P' kentitled thereunder subsequent to the time such voting rights first arose until0 w* s+ P8 A" f ]5 X, U
such time as the Bank may again fail to declare the whole dividend on the' _# T' h/ u$ o1 Y4 Y5 ^( n8 k' [
Preferred Shares Series 18 in respect of any quarter, in which event such
( R1 H2 P0 P+ s' p5 H# J, ~voting rights will become effective again and so on from time to time., ^& d6 V6 m6 i* V5 C5 H
Principal Characteristics of the Preferred Shares Series 19
& I" s' `7 b9 a6 b# q9 v; LDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
; [4 C: M7 Q/ w: @ I& q/ ]" d3 Lfloating rate non-cumulative preferential cash dividends, as and when, t$ `/ A$ Z/ j# n, [& O" G
declared by the Board of Directors, subject to the provisions of the Bank Act,1 b; j' c) `; Z+ ~% t" ^
payable quarterly on the 25th day of February, May, August and November* q$ i; P6 t$ \$ }# N
in each year, in the amount per share determined by multiplying the: J" B: m6 Y+ p' N# H+ w
applicable Quarterly Floating Dividend Rate by $25.00.( T7 t& D5 G Y! k
On the 30th day prior to the commencement of the initial quarterly dividend
8 _4 \1 e+ e: mperiod beginning on February 25, 2014, and on the 30th day prior to the first0 r4 V( T. n! `/ n; Y
day of each subsequent quarterly dividend period (the initial quarterly
/ X: p X @2 i+ k: T- Gdividend period and each subsequent quarterly dividend period is referred to6 ~$ Y, |4 B0 r1 E/ h2 }1 P0 T
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
) ^% ]* @. ^& ^& r' KQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate3 }8 A) i& |$ z# w& e5 e+ g
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
& T/ B K. M& s" b$ U+ nT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days8 P" d2 }. Y: n& H$ Z+ d$ M d
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
2 N* i1 l( s: b* u) ?, T# Y. Adetermined on the 30th day prior to the first day of the applicable Quarterly
7 j* t/ g# Q5 i, l) B( W* e+ jFloating Rate Period.
5 _6 W% ?8 d3 n8 t# u. z3 w4 z9 ^& HS-5
& }1 m3 @9 u7 j* hIf the Board of Directors does not declare a dividend, or any part thereof, on4 ^# A" I8 _! f2 _5 {; v q! J
the Preferred Shares Series 19 on or before the dividend payment date for a9 ]9 l9 p0 M8 H/ a$ w; _7 G% D
particular quarter, then the entitlement of the holders of the Preferred/ h6 w! X g+ c2 x( \2 c4 L
Shares Series 19 to receive such dividend, or to any part thereof, for such
! Q1 a v" Y4 n4 Q+ f# a7 n: tquarter will be forever extinguished.
$ T# V- k, G- O2 z- lRedemption: Subject to the provisions of the Bank Act and to the prior consent of the9 I8 \4 R- x. p8 [& R0 s! A( I
Superintendent and to the provisions described below under the heading$ _7 ~, z j' W$ l# W+ S) s2 a- Z% d9 w
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
, E9 s! u, `4 v: T8 R" DSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,7 U, e) }: A5 b( U; k
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
+ o8 a/ n3 ^( sor any part of the then outstanding Preferred Shares Series 19, at the Bank’s" {$ q7 I2 w, g4 I; f' f7 Z B
option without the consent of the holder, by the payment of an amount in& z6 |: D9 w, o5 R& p5 _
cash for each such share so redeemed of (i) $25.00 together with all declared
0 B0 B, m3 _, n* k# Xand unpaid dividends to the date fixed for redemption in the case of
. c/ [2 w9 d! p2 eredemptions on February 25, 2019 and on February 25 every five years* m+ U0 ]* J$ |# I# {& V& }
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
# @0 ]7 R( k3 f9 g3 }- B0 E( ythe date fixed for redemption in the case of redemptions on any other date
: c" ]! C9 q; W3 E9 n2 Won or after February 25, 2014.
6 {; w( J7 x5 H. ~+ {Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
$ L* I9 y) r! m6 L9 r! lShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
# y7 Q: Z; M: C6 ], K- B9 a4 vthe right, at their option, to convert, on February 25, 2019 and on
6 F! ?. C9 h0 A Q: l- b& G$ F! wFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
$ E- a# y" u" C0 Kor all of their Preferred Shares Series 19 into an equal number of Preferred
" }' {3 E8 M6 @" ^5 |Shares Series 18 upon giving to the Bank written notice thereof not earlier
) L* v# l9 `- d& T0 Ithan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
7 g/ z8 `3 O- t0 C' k) h$ f15th day preceding, a Series 19 Conversion Date.
/ g, B) y5 X- Y3 I( QAutomatic Conversion If the Bank determines, after having taken into account all shares tendered; v {. |2 |* V3 _9 k8 o
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
# S' J% m7 C F7 O% BSeries 18, as the case may be, that there would be outstanding on such E1 T+ y9 K% Q2 t
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,3 I" L8 m1 J; C8 J8 n
such remaining number of Preferred Shares Series 19 will automatically be+ j6 j I: Z! [ n
converted on such Series 19 Conversion Date into an equal number of
9 H/ t5 o# o% ^Preferred Shares Series 18. Additionally, if the Bank determines that, after7 F7 b o6 D$ d1 B
conversion, there would be outstanding on such Series 19 Conversion Date N# G6 t" V6 W' S0 y
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares- `5 V$ \) o& @& O& j- S0 s& k! H
Series 19 will be converted into Preferred Shares Series 18.
! ~- y9 u4 ?0 v. \- W/ eVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares. d- g( H, v( v8 Z; b
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
/ B: _- ~* _: s1 r& H' @) i. Gany meeting of the shareholders of the Bank unless and until the first time at. e+ L# |+ V$ X. v9 t- `
which the Board of Directors has not declared the whole dividend on the9 E2 g6 V$ c; p2 E! _
Preferred Shares Series 19 in any quarter. In that event, subject as
: ~* |+ s, _! H3 Phereinafter provided, the holders of Preferred Shares Series 19 will be$ }) `; B; N7 Q, U% Q$ l" {5 _# U
entitled to receive notice of, and to attend, meetings of shareholders at which/ v! W2 B5 N" f4 J
directors of the Bank are to be elected and will be entitled to one vote for
) w8 c8 U; N Heach Preferred Share Series 19 held. The voting rights of the holders of the
1 T; b1 e+ r! P4 }7 v) sPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
3 T7 d d+ x7 D! |: n" Xthe first dividend on the Preferred Shares Series 19 to which the holders are1 f s2 `" ~! q# ~; K
entitled thereunder subsequent to the time such voting rights first arose until
) |0 K7 R* L. ?/ ?1 }9 y* ^: Lsuch time as the Bank may again fail to declare the whole dividend on the
7 G! F: ^ J8 g( [Preferred Shares Series 19 in respect of any quarter, in which event such; m! g* _( [1 A r. d
voting rights will become effective again and so on from time to time.6 J9 C/ L* M" r5 o
S-6
# {0 N) p3 D: _8 `6 i5 GPriority: The preferred shares of each series of the Bank will rank on a parity with
9 k! b# j8 |$ h" \; L' C: Fevery other series and are entitled to preference over the common shares of
3 g+ [& u; F# l2 A$ I, Y: ithe Bank and over any other shares of the Bank ranking junior to the8 e, L" x, E1 p3 t# z
preferred shares with respect to the payment of dividends and upon any
. g& T }( a3 s3 Ddistribution of assets in the event of the liquidation, dissolution or
, w8 T) }3 U* m2 x `- y7 h7 U. gwinding-up of the Bank.8 H8 ^: Z* F: n6 Y# ^
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under6 x( b2 k& l/ C {( _% G; A7 n
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares# t( \! l! _& t3 Y* L
Series 18 and Preferred Shares Series 19 will not be required to pay tax on, [: }$ J# ?6 K, B4 o' B8 w# s
dividends received on such shares under Part IV.1 of such Act. |
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