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发表于 2008-11-29 16:58
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下面是BMO的:# i: |/ X" v f/ m# }
SUMMARY OF THE OFFERING
( U% w0 o/ z5 D8 x. ^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’’., _6 [ h: I) I4 A' l- q8 D1 K# L& F* r
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.+ ^5 y% @% B+ D. ?! b
Amount: $150,000,000 (6,000,000 shares).
$ W. f( T! z" l9 _ ]Price and Yield: $25.00 per share to yield initially 6.50% per annum.- p! |0 l" o) C) \$ [: f
Principal Characteristics of the Preferred Shares Series 18
6 g8 L. R2 H7 J# A3 bDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed' Y" `# t- N" E- h {# }7 C$ Z
non-cumulative preferential cash dividends, as and when declared by the% |. {' s" h; j, k; z* i2 R
Board of Directors, subject to the provisions of the Bank Act, for the initial
7 o: p7 G+ k6 s& @& ?8 Mperiod commencing on the closing date and ending on and including
9 p/ [: V7 J: K$ i* g, {3 yFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
& b( h% t/ Z3 _( n25th day of February, May, August and November in each year, at a rate7 r6 P3 @: w5 J8 z+ C
equal to $0.40625 per share. The initial dividend, if declared, will be payable
0 d' r Z- P# o& d& k" u, x/ JMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
7 i1 E6 g4 y: q& L3 _date of December 11, 2008.
9 h' O* d% E) @ tFor each five-year period after the Initial Fixed Rate Period (each, a3 R& C( r7 [6 ~6 e8 s4 `: S
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares: T6 D3 x& Z( p: i p n! B
Series 18 will be entitled to receive fixed non-cumulative preferential cash6 g3 G- [" T! h: a
dividends, as and when declared by the Board of Directors, subject to the7 i6 J) {' ^1 g0 _7 \% B1 q# S
provisions of the Bank Act, payable quarterly on the 25th day of February,' k! A1 Z: T' d: i
May, August and November in each year, in the amount per share per annum8 X+ D, p* R7 S$ X# U o+ e
determined by multiplying the Annual Fixed Dividend Rate applicable to' \! t. q9 N8 l |. _! E
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
' N9 Q4 h+ M7 Q5 _8 E: PRate for the ensuing Subsequent Fixed Rate Period will be determined by the, a6 g2 [& n6 X# C' A- h
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day. \# s z# l! R9 ]0 m6 l+ k i
of such Subsequent Fixed Rate Period and will be equal to the sum of the
9 `: ]5 ~6 _$ z% k5 s5 r6 H% G% {8 CGovernment of Canada Yield on the applicable Fixed Rate Calculation Date o( p8 ]+ p2 Z/ j
plus 3.83%.
( D, _/ A# G1 b2 C( c' `If the Board of Directors does not declare a dividend, or any part thereof, on: s; Q% ?4 V. e$ W' l6 l2 B2 [# b
the Preferred Shares Series 18 on or before the dividend payment date for a1 F% Q4 ?4 R( `9 c
particular quarter, then the entitlement of the holders of the Preferred1 U4 ~6 k, |! F( \4 P! u
Shares Series 18 to receive such dividend, or to any part thereof, for such
1 t+ w/ e) D( z. z6 z. i3 `quarter will be forever extinguished.. S" p4 }- z; z6 B4 C" C
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the9 p4 z2 ~! Z* E2 o( m' p9 s" r
Superintendent and to the provisions described below under ‘‘Details of the
4 R! g- F% q/ `3 G% {2 o0 qOffering — Certain Provisions of the Preferred Shares Series 18 as a
5 [* k' I3 Q0 U. U& @4 }0 _8 |Series — Restrictions on Dividends and Retirement of Shares’’, on3 d5 q! v2 v0 m8 ~
February 25, 2014 and on February 25 every five years thereafter, on not- x. Y; D; `7 _- e( D8 Z
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
: B: f& S- {3 m6 c6 f+ ~/ @part of the then outstanding Preferred Shares Series 18, at the Bank’s option* t; u8 H4 O0 B4 f5 L
without the consent of the holder, by the payment of an amount in cash for$ P* e+ R0 P2 H6 p
each such share so redeemed of $25.00 together with all declared and unpaid
1 D N4 }% @. q' b- mdividends to the date fixed for redemption.
$ ]- ^- L# \) V7 C N. Y/ zConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
( T0 H) y6 n8 n$ k/ AShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
- E" l4 a4 t1 X7 Othe right, at their option, to convert, on February 25, 2014 and on
1 r6 E$ a! C- B$ t& ?$ KS-4& G8 Z9 I$ @9 G m4 d
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
# X2 N7 L- Z# q0 S( Qor all of their Preferred Shares Series 18 into an equal number of Preferred
* ] D2 f6 ~+ l! YShares Series 19 upon giving to the Bank notice thereof not earlier than2 W& H+ T" K( i# I& ~
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day# {4 ?/ Y9 M. C) ]# M7 k
preceding, a Series 18 Conversion Date.
" ^! s. c# @# H' k- r7 lAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
. g! j. r( U$ G$ ~Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
8 O6 a0 k5 [7 H6 C; v5 CSeries 19, as the case may be, that there would be outstanding on such5 y& e: }( |4 a) v3 l* c3 R. V- O
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,0 o4 h( \+ s1 r4 k7 k
such remaining number of Preferred Shares Series 18 will automatically be
' c6 S0 @ B5 u5 Dconverted on such Series 18 Conversion Date into an equal number of2 ^- ?/ E% F- y; h, t4 ~
Preferred Shares Series 19. Additionally, if the Bank determines that, after
8 O L! K+ g) |5 l/ z) I% wconversion, there would be outstanding on such Series 18 Conversion Date
2 r( Q- x2 ]8 j5 {! iless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares/ j+ A2 u9 T1 x0 S( I3 n' N. w6 r" N
Series 18 will be converted into Preferred Shares Series 19.
8 d" u7 o; @; a* ^- EVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares% t% o2 L! }3 f, n
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
$ T' j8 q9 k% K/ Dany meeting of the shareholders of the Bank unless and until the first time at! L7 F; Q+ Y7 }8 t! Y: Z/ T5 f6 N
which the Board of Directors has not declared the whole dividend on the
: w( M8 Q( q6 y3 A; EPreferred Shares Series 18 in any quarter. In that event, subject as- {* w' [* h, @) d% z' D
hereinafter provided, the holders of Preferred Shares Series 18 will be
3 E( K$ j! d7 [# `entitled to receive notice of, and to attend, meetings of shareholders at which
8 P1 N$ |. H: l# h+ m% Ddirectors of the Bank are to be elected and will be entitled to one vote for
" |" }. q4 ~; x' Oeach Preferred Share Series 18 held. The voting rights of the holders of the+ i& D- C* p6 R; R6 X1 S( t; R
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
# R& R3 K5 h3 J7 ^the first dividend on the Preferred Shares Series 18 to which the holders are5 y; e- l. t+ g% `
entitled thereunder subsequent to the time such voting rights first arose until8 [3 C! u6 w% d4 s, z
such time as the Bank may again fail to declare the whole dividend on the
4 @# b( Z1 W' E/ }1 _2 C" |5 \% lPreferred Shares Series 18 in respect of any quarter, in which event such2 p4 D% z+ |1 v6 ?$ l
voting rights will become effective again and so on from time to time.
3 c7 R2 F- y" sPrincipal Characteristics of the Preferred Shares Series 19
. R9 ?6 @( T5 D) RDividends: The holders of the Preferred Shares Series 19 will be entitled to receive5 g" N5 d+ v* J# n
floating rate non-cumulative preferential cash dividends, as and when
) c8 R) N! C! Bdeclared by the Board of Directors, subject to the provisions of the Bank Act,
/ Z/ {' L% G5 `3 |4 gpayable quarterly on the 25th day of February, May, August and November& B+ B; f8 [$ l: h+ ?3 M2 a
in each year, in the amount per share determined by multiplying the" \3 W0 Q' R! k% y/ r
applicable Quarterly Floating Dividend Rate by $25.00.$ i" K# v4 A/ }) I9 K' C- I/ y
On the 30th day prior to the commencement of the initial quarterly dividend& U) ^ x# H3 E6 F& C; k5 A5 ~
period beginning on February 25, 2014, and on the 30th day prior to the first! [3 ?) [+ J8 |3 Z9 z
day of each subsequent quarterly dividend period (the initial quarterly! ^/ a, h! U9 s3 l8 q4 y
dividend period and each subsequent quarterly dividend period is referred to
5 x* \/ R5 X5 o1 ^* _as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the/ I( T: r& l H! W' u; R
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
& T/ ~3 O0 F; CPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the+ T, p7 Y1 Q/ r
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days F4 p( N: w' o0 {
elapsed in the applicable Quarterly Floating Rate Period divided by 365): I; x- G3 g/ P; P) ~
determined on the 30th day prior to the first day of the applicable Quarterly8 ^+ A- t6 k, M2 S5 {' @; p5 h! s- ^
Floating Rate Period.
" i9 }8 h6 Y2 ^0 cS-52 H: T- g/ U) r8 ?) P& g
If the Board of Directors does not declare a dividend, or any part thereof, on+ o+ h. w9 a3 n( o7 l9 e2 Y
the Preferred Shares Series 19 on or before the dividend payment date for a
6 L3 q1 }; n: `6 Q! rparticular quarter, then the entitlement of the holders of the Preferred* n7 t4 M- ]8 U: c, k6 I2 w5 o
Shares Series 19 to receive such dividend, or to any part thereof, for such
@! R: Y2 g9 u$ vquarter will be forever extinguished.
+ ]( q# _2 s- M9 q3 XRedemption: Subject to the provisions of the Bank Act and to the prior consent of the4 R9 ?5 p9 R$ _: d
Superintendent and to the provisions described below under the heading5 d5 h: @3 ?& \0 U: O9 `
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
. ?+ O' `- p k* _9 S+ z: @3 NSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,8 T% R4 |) ~$ G- r
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all1 O$ H* ?6 C( n3 w
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s9 C, H$ A2 v. j3 [3 N x. b
option without the consent of the holder, by the payment of an amount in
4 N# D$ I0 f9 f3 ]cash for each such share so redeemed of (i) $25.00 together with all declared
0 B; Q5 ^5 O; g9 Yand unpaid dividends to the date fixed for redemption in the case of6 K# u6 w( J p" S
redemptions on February 25, 2019 and on February 25 every five years
9 `% ^5 w1 Y" pthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
* n3 o9 S5 n* l" x4 Tthe date fixed for redemption in the case of redemptions on any other date
. ]* _+ w+ Q6 B$ q$ Q1 \on or after February 25, 2014.+ U! Y. G& z- w. R9 A' v
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
' m7 l! }( j3 f7 b5 MShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
( @' O! U2 h, w8 H& [! gthe right, at their option, to convert, on February 25, 2019 and on
% d r, o! a& Y: s) q+ ZFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
7 [# V e5 B" T3 Lor all of their Preferred Shares Series 19 into an equal number of Preferred: Z+ Y: a' \* P) u; g. z/ l/ `0 t( s
Shares Series 18 upon giving to the Bank written notice thereof not earlier
- {2 l$ f8 h. W2 }/ k# o4 \than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
7 }% b6 @. ?/ t15th day preceding, a Series 19 Conversion Date.' q& N$ ~* [' { F
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
- @1 a" `' H7 dProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares+ u& C# M4 D; o
Series 18, as the case may be, that there would be outstanding on such
# f+ O. P. w0 ZSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,7 j& J+ r1 f# d5 V+ B
such remaining number of Preferred Shares Series 19 will automatically be
6 Q x6 r% P* V n( G; M: A, mconverted on such Series 19 Conversion Date into an equal number of
W. h6 M ~7 j, KPreferred Shares Series 18. Additionally, if the Bank determines that, after
+ W$ K/ N6 [ v2 z1 sconversion, there would be outstanding on such Series 19 Conversion Date
+ s% v+ ]: L! N; v2 V" iless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
8 L, G0 o1 B! l; L' G# XSeries 19 will be converted into Preferred Shares Series 18.
) E# l% z+ R' h7 `5 sVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: z' Q' \1 I5 r% i/ b$ b5 R) F5 r
Series 19 will not be entitled as such to receive notice of, attend, or vote at,2 \" j5 a5 o8 B
any meeting of the shareholders of the Bank unless and until the first time at. p( r* ?0 n+ p4 ^$ j, {7 w
which the Board of Directors has not declared the whole dividend on the9 q5 ~% W6 E& S+ d% H" y n
Preferred Shares Series 19 in any quarter. In that event, subject as& }( _7 M) k5 U0 S) S9 G: v# l5 J5 j6 J
hereinafter provided, the holders of Preferred Shares Series 19 will be
, Q& {1 c. V& }" l k" Qentitled to receive notice of, and to attend, meetings of shareholders at which- u w! ~! Q; f5 @7 [
directors of the Bank are to be elected and will be entitled to one vote for
1 m: n1 X( K5 |; x% d* deach Preferred Share Series 19 held. The voting rights of the holders of the
9 Z- z7 f7 U" ~9 tPreferred Shares Series 19 will forthwith cease upon payment by the Bank of- t3 Q, ?. s$ d
the first dividend on the Preferred Shares Series 19 to which the holders are% _# P; @! j1 Y T" r
entitled thereunder subsequent to the time such voting rights first arose until* {3 c, h# B$ T
such time as the Bank may again fail to declare the whole dividend on the% B0 D' ^: z+ Y" X% t2 N1 ?: d% B
Preferred Shares Series 19 in respect of any quarter, in which event such
% p! a* Q' g+ bvoting rights will become effective again and so on from time to time.
3 S. l" z1 I2 `S-6! k4 p" b# E9 z! [* o& ?$ ?" |
Priority: The preferred shares of each series of the Bank will rank on a parity with
- n, u9 T4 w E% l7 B4 x$ w6 Z: [( pevery other series and are entitled to preference over the common shares of- u2 D R% b$ m: m- w
the Bank and over any other shares of the Bank ranking junior to the
: j* {3 u9 V2 E: a9 Zpreferred shares with respect to the payment of dividends and upon any! w! C# @' D W5 l: p+ b" f
distribution of assets in the event of the liquidation, dissolution or
/ U7 F/ d/ {( n8 z7 x/ [' R% v" y- Fwinding-up of the Bank.! O) m/ o7 y) s' N2 V& h) ?
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under0 m- ^) X: V& b' h- P
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares3 n' f$ e4 r0 A/ ~. N0 P
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
3 ]+ h: T, j" H6 Y! `, Kdividends received on such shares under Part IV.1 of such Act. |
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