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发表于 2008-11-29 16:58
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下面是BMO的:' n. A& ~- e/ M' @
SUMMARY OF THE OFFERING K- K9 u5 s/ z/ Y; _" A6 ]9 N+ S
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’’.
, D; W, D r) H/ o4 fIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
! k5 f- N5 @2 g0 n$ B' IAmount: $150,000,000 (6,000,000 shares).7 D1 m0 N" a8 S6 |% X8 I# }
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
6 }! r: |. p% Y3 {# dPrincipal Characteristics of the Preferred Shares Series 18
- Z" Q) J" d- K* LDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed& b1 _ y* K" u9 A5 K/ P
non-cumulative preferential cash dividends, as and when declared by the6 n1 W3 `; c6 J" p. o) p
Board of Directors, subject to the provisions of the Bank Act, for the initial
9 M, A2 q3 T* M# w+ {0 Y& Wperiod commencing on the closing date and ending on and including4 W t! u9 h# X' N
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
; w; p2 D* o3 _- F" p J25th day of February, May, August and November in each year, at a rate" M4 e2 j4 D: p0 |6 p$ J$ W
equal to $0.40625 per share. The initial dividend, if declared, will be payable! m" {0 }* `. j# @& O6 C0 h0 v
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing& ~+ I# i. A. L9 D7 f
date of December 11, 2008.
# u$ v3 W- ]9 z& A; A0 a+ O1 tFor each five-year period after the Initial Fixed Rate Period (each, a+ Q" y/ M. F6 \$ r4 ]/ I
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares; @+ N, q0 L7 a% a* l4 o" |1 ]2 v
Series 18 will be entitled to receive fixed non-cumulative preferential cash8 ~+ ^7 A0 `8 g; ]) u& N* F4 T+ c
dividends, as and when declared by the Board of Directors, subject to the
7 e [& U/ M% P& I- @0 Xprovisions of the Bank Act, payable quarterly on the 25th day of February,
' {( p! V8 V* P! I, k( |6 c9 {May, August and November in each year, in the amount per share per annum
& D) F, i9 ^: T; C7 R' ~determined by multiplying the Annual Fixed Dividend Rate applicable to
# i! Q" H x" |) \6 n; v" vsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend4 r# x0 ~( n c( g: r
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
2 r D( p2 k2 I% h6 ZBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
( H3 ~" w4 M" d; }! Y4 Y/ \- _of such Subsequent Fixed Rate Period and will be equal to the sum of the+ D0 b" J) X3 j/ w7 G* r9 ~4 [
Government of Canada Yield on the applicable Fixed Rate Calculation Date0 f, s5 Z M& `1 q0 E
plus 3.83%.( `, I' K3 v- `* t- ~1 H+ F
If the Board of Directors does not declare a dividend, or any part thereof, on O! }/ s |1 Q3 d! Z# k" v: l
the Preferred Shares Series 18 on or before the dividend payment date for a
. C; F3 k+ `6 k8 m/ q* g0 _particular quarter, then the entitlement of the holders of the Preferred
: K! @7 C. r/ ]2 I' x2 |Shares Series 18 to receive such dividend, or to any part thereof, for such
5 g' x# _' n* k/ E0 Z. K( P$ j; bquarter will be forever extinguished.
5 c; [; ` e7 o$ N. }! SRedemption: Subject to the provisions of the Bank Act and to the prior consent of the& J. p2 L4 A" v$ f- |5 Q
Superintendent and to the provisions described below under ‘‘Details of the! r9 `+ l8 R a; K( J. R0 ^2 E
Offering — Certain Provisions of the Preferred Shares Series 18 as a1 @2 c8 j! S) T. L I) e
Series — Restrictions on Dividends and Retirement of Shares’’, on
6 E6 A% t# n% |$ ZFebruary 25, 2014 and on February 25 every five years thereafter, on not
: R1 W' r3 h2 s6 \6 m( Vmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any) r M+ ]% o, w" `# C0 R6 O
part of the then outstanding Preferred Shares Series 18, at the Bank’s option! \$ X' N2 Q4 B8 l8 s+ V
without the consent of the holder, by the payment of an amount in cash for
" B4 `3 `8 C3 J4 m; Peach such share so redeemed of $25.00 together with all declared and unpaid" `' q$ @8 h( B9 |* a
dividends to the date fixed for redemption.
* h* w1 m$ {" s5 ^Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic6 I: f2 Q3 l# |7 y, k6 K
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have+ u& z: w {; t [$ `3 Q9 c
the right, at their option, to convert, on February 25, 2014 and on( A/ y( X( `: ^) R- i/ o$ c
S-4
9 I, Z7 w1 ]8 gFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any6 d/ C$ z" ?! G7 |
or all of their Preferred Shares Series 18 into an equal number of Preferred: D5 y% C2 k* a9 n8 [/ S t
Shares Series 19 upon giving to the Bank notice thereof not earlier than
3 E4 G6 m. F/ i( g30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
4 H r' d# ~$ ^3 ~& spreceding, a Series 18 Conversion Date.
: J7 e5 f6 l( y: \) D! `Automatic Conversion If the Bank determines, after having taken into account all shares tendered3 ?8 d: A) I8 r, d, j3 L% A0 B
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
7 J/ u! ] U t/ ~8 USeries 19, as the case may be, that there would be outstanding on such# e5 C' t+ @' r, X
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
7 ?& V7 L! Q4 y- X- }such remaining number of Preferred Shares Series 18 will automatically be d2 \) p1 f+ H* H, ^4 W! m3 R9 O8 Q
converted on such Series 18 Conversion Date into an equal number of- `4 o0 m6 L* y
Preferred Shares Series 19. Additionally, if the Bank determines that, after5 a, X6 @6 X% u, d6 A2 o
conversion, there would be outstanding on such Series 18 Conversion Date G, p' {% c7 |
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares" r3 h" k+ x; S4 b# o
Series 18 will be converted into Preferred Shares Series 19.6 b: L7 j) Y6 B& q: P/ E
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
! ]7 ]* E$ |+ a8 h9 @Series 18 will not be entitled as such to receive notice of, attend, or vote at,8 o" E7 @2 X+ _ m) A' I: G
any meeting of the shareholders of the Bank unless and until the first time at
8 C9 w" t0 U- x% m& }3 Xwhich the Board of Directors has not declared the whole dividend on the5 h5 k X1 q. u
Preferred Shares Series 18 in any quarter. In that event, subject as
/ [7 {; L K) j7 {' [2 q" |2 b, thereinafter provided, the holders of Preferred Shares Series 18 will be
0 Z" \8 {/ }" H$ W8 L& hentitled to receive notice of, and to attend, meetings of shareholders at which
8 H, x$ d. B. w8 k8 k! gdirectors of the Bank are to be elected and will be entitled to one vote for4 O9 b: f5 I8 c9 J1 K, {4 {
each Preferred Share Series 18 held. The voting rights of the holders of the' I' {; B8 s+ k- n) R6 D, J
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of7 t; l0 S; A0 ~- O! S- y
the first dividend on the Preferred Shares Series 18 to which the holders are
, Q8 M/ A8 u* I$ lentitled thereunder subsequent to the time such voting rights first arose until
) @; m' Z4 Z7 F4 \- M- @ ]- vsuch time as the Bank may again fail to declare the whole dividend on the+ N' U0 \4 }: @9 [$ R
Preferred Shares Series 18 in respect of any quarter, in which event such' ^3 U2 L. x K _5 W' O4 W
voting rights will become effective again and so on from time to time.0 I1 f \# C" ?, Q8 w4 z$ @. v
Principal Characteristics of the Preferred Shares Series 19
( x0 o) M7 D# G. T8 h2 z- _Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
8 @! k/ _1 X1 \3 l, Z! k0 u1 xfloating rate non-cumulative preferential cash dividends, as and when6 V$ \5 l2 J* u/ }4 R: a
declared by the Board of Directors, subject to the provisions of the Bank Act,2 \6 [6 i# C6 l6 R
payable quarterly on the 25th day of February, May, August and November
$ o, p9 G" g3 z0 [in each year, in the amount per share determined by multiplying the
; l& c" G) }# E. T' _4 }. Uapplicable Quarterly Floating Dividend Rate by $25.00.0 @7 z: F6 A/ M6 R Y
On the 30th day prior to the commencement of the initial quarterly dividend9 Z( j5 R8 t1 a8 X8 s. u3 f
period beginning on February 25, 2014, and on the 30th day prior to the first
0 j1 U( _8 H$ f8 p4 tday of each subsequent quarterly dividend period (the initial quarterly8 F# m9 P. G5 [- H
dividend period and each subsequent quarterly dividend period is referred to1 ]& \. |: s3 i, u( ]* X
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the: {. C3 |9 L1 X' c: p
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
) K7 p9 N# N% x# H" \8 x; lPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the# d2 p- P9 H9 S0 w; X( f# O/ c0 C
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
/ P" p" J h+ ^) Velapsed in the applicable Quarterly Floating Rate Period divided by 365)# q$ f/ L6 h" K/ U" l
determined on the 30th day prior to the first day of the applicable Quarterly0 W% P1 H8 K; z' _7 y: }4 W
Floating Rate Period." D/ E6 g5 R+ y
S-5
% k; @" y$ Z6 b* f1 lIf the Board of Directors does not declare a dividend, or any part thereof, on f. _; |5 l$ v0 K* Y
the Preferred Shares Series 19 on or before the dividend payment date for a2 z" P) P% Q) B9 [! ?
particular quarter, then the entitlement of the holders of the Preferred% _. m' ^8 a1 y* }7 l' D J9 q
Shares Series 19 to receive such dividend, or to any part thereof, for such. J$ |* W8 [+ X! @6 }. }6 W9 b
quarter will be forever extinguished.
. W; n* t0 |1 X# S3 dRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
* d4 f6 W! j3 S( D: E% k/ FSuperintendent and to the provisions described below under the heading
4 q. |9 y8 M4 C. S t‘‘Details of the Offering — Certain Provisions of the Preferred Shares: {( m' D+ Z$ c: Q1 l7 U, R9 j
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
5 J9 {. t. x( k) kon not more than 60 nor less than 30 days’ notice, the Bank may redeem all$ X) H J4 {" s
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
% w% z( Q) j2 k' K/ ] |% A9 L+ Noption without the consent of the holder, by the payment of an amount in
" {$ L- X* q2 h8 b0 I0 p [ }+ {cash for each such share so redeemed of (i) $25.00 together with all declared- m. J5 g4 p8 m
and unpaid dividends to the date fixed for redemption in the case of
: j) I8 j X# i ?redemptions on February 25, 2019 and on February 25 every five years8 S- a4 U; C# s7 x$ U* n' M3 M T; V
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to9 i, P, G" q H5 ]4 o7 ?
the date fixed for redemption in the case of redemptions on any other date0 F. m- Z' m, ?6 d: \
on or after February 25, 2014.
9 ^: J( m7 @" Y5 kConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic' E' N# t9 O* H- S: s+ C/ [4 P
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
9 }7 \, o9 X; D1 ^the right, at their option, to convert, on February 25, 2019 and on: Q; j# s( J$ g& d; x+ t
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any% ~- n' O8 K1 |: m
or all of their Preferred Shares Series 19 into an equal number of Preferred
1 P& w* N+ P K1 h: VShares Series 18 upon giving to the Bank written notice thereof not earlier s( U' Z& z4 m9 }& B
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the k; {/ F. d& p/ }' Q" i/ W
15th day preceding, a Series 19 Conversion Date.
+ ]0 N/ j' O( ^: ?# }: r; v( M1 TAutomatic Conversion If the Bank determines, after having taken into account all shares tendered! e( M ]+ Q' Z( X8 x& p6 N
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
; d+ W6 r7 Q& l7 T s9 }1 [Series 18, as the case may be, that there would be outstanding on such; ^7 K" F g* @8 P: B# h k4 b
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
8 T) g/ ~' y: V' j$ Y+ Lsuch remaining number of Preferred Shares Series 19 will automatically be% D# G# V3 x" W0 a
converted on such Series 19 Conversion Date into an equal number of
/ \, S7 @+ |8 h/ d8 H" yPreferred Shares Series 18. Additionally, if the Bank determines that, after+ R2 f g: Q8 l
conversion, there would be outstanding on such Series 19 Conversion Date
/ I' H5 ] e. I; Bless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
E0 s. e2 D3 P' JSeries 19 will be converted into Preferred Shares Series 18.
4 T l/ s4 u6 E/ CVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
" R! v/ s0 m2 {; W4 g' [) hSeries 19 will not be entitled as such to receive notice of, attend, or vote at,( L) }* l3 Q$ j* _8 C
any meeting of the shareholders of the Bank unless and until the first time at3 M) l% @, s I
which the Board of Directors has not declared the whole dividend on the
5 L& p/ q" E& `4 D! f3 XPreferred Shares Series 19 in any quarter. In that event, subject as* [) C" a- \1 V$ d
hereinafter provided, the holders of Preferred Shares Series 19 will be
* M5 `! D* f$ M2 Bentitled to receive notice of, and to attend, meetings of shareholders at which
. v" A3 z( C4 L8 s' C6 Ddirectors of the Bank are to be elected and will be entitled to one vote for1 c* H K& w7 J! U$ ^* n4 _
each Preferred Share Series 19 held. The voting rights of the holders of the
5 C( D# ~& m: u6 mPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
* d6 l6 l+ U' w: ?4 K+ y7 sthe first dividend on the Preferred Shares Series 19 to which the holders are
: |8 s4 j$ ]. {& S2 X0 V7 e0 ventitled thereunder subsequent to the time such voting rights first arose until
* [* g& z: r* J+ jsuch time as the Bank may again fail to declare the whole dividend on the: s& n& ?; X' z( ]
Preferred Shares Series 19 in respect of any quarter, in which event such
" w$ t( O9 K8 [ Rvoting rights will become effective again and so on from time to time.. W9 V8 `6 B5 G! X
S-6
$ j! q5 ^7 \) U0 ? TPriority: The preferred shares of each series of the Bank will rank on a parity with+ [3 o; }$ U; {/ Y& B
every other series and are entitled to preference over the common shares of* g) e3 [, u- j! _8 u y
the Bank and over any other shares of the Bank ranking junior to the3 w# t% k+ D& F- o8 F# z3 @# `
preferred shares with respect to the payment of dividends and upon any$ e2 ?# t' g9 U' O1 g
distribution of assets in the event of the liquidation, dissolution or
( j0 g; _) T* M* ?0 W! wwinding-up of the Bank.
" Q' h: s: Z& ?Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
) e6 G9 j) O) MDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares7 ]7 g+ x) o+ W, X' {5 ~ l
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
2 ^6 B. U6 ~& Mdividends received on such shares under Part IV.1 of such Act. |
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