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发表于 2008-11-29 16:58
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下面是BMO的:
/ P0 n& S t8 P' T) W. vSUMMARY OF THE OFFERING# N3 n% c$ M/ l" p& r7 ^8 w q+ D
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’’.
4 N$ u8 ]* ~' X5 vIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.0 {; f1 s1 @9 V: e; [
Amount: $150,000,000 (6,000,000 shares).9 |* Z9 k4 }0 g: h; {- c6 G
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
3 f- l# v' e& d7 i( a" wPrincipal Characteristics of the Preferred Shares Series 18/ y. n4 ^$ n" V' f$ I6 ~1 L
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
2 i* n, G- f) n0 Xnon-cumulative preferential cash dividends, as and when declared by the
( s$ w. V% ]# h1 FBoard of Directors, subject to the provisions of the Bank Act, for the initial
* o1 N* p/ u* pperiod commencing on the closing date and ending on and including" F- S& s; o# L3 v( o
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the. v+ Q0 |- Y' k; k$ V
25th day of February, May, August and November in each year, at a rate2 ?. ~6 T( ~9 J2 d2 Z% G
equal to $0.40625 per share. The initial dividend, if declared, will be payable
& P' x% s( Y$ A6 W! j: S, Z% F$ pMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing! E2 f. v$ Z) K7 \$ N: G7 F
date of December 11, 2008.1 s- k. u' D. d" A
For each five-year period after the Initial Fixed Rate Period (each, a
: d- _& M- ~0 h8 E* Z+ c" J' D7 Y‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares2 Q* e! r1 R: b* v1 \0 p8 o
Series 18 will be entitled to receive fixed non-cumulative preferential cash
* t5 K P9 m( C! k( Gdividends, as and when declared by the Board of Directors, subject to the
5 f ?1 r! V7 t/ p( iprovisions of the Bank Act, payable quarterly on the 25th day of February,
4 i9 K& J; e( f$ l1 I5 h+ @! rMay, August and November in each year, in the amount per share per annum
7 [; I2 H3 }. P T4 Wdetermined by multiplying the Annual Fixed Dividend Rate applicable to" V: F9 q6 V( d
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend7 N; q5 d/ Y0 ]. t: @( w! O% B
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the$ [ P$ G! n3 ]9 w
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day) ~" o, f. L( V! g9 I
of such Subsequent Fixed Rate Period and will be equal to the sum of the g9 v2 ?4 W3 L$ k6 j8 P% q0 v
Government of Canada Yield on the applicable Fixed Rate Calculation Date
; F6 ^% c" M/ ^8 Uplus 3.83%.
' Q) a. E! ]! g B5 T& @9 IIf the Board of Directors does not declare a dividend, or any part thereof, on* T; R" |9 ]! l! L" S3 C, J$ v
the Preferred Shares Series 18 on or before the dividend payment date for a
/ [. H- j9 e3 ^* k& p6 j1 Yparticular quarter, then the entitlement of the holders of the Preferred3 ^1 G1 ?/ m6 N! p/ n
Shares Series 18 to receive such dividend, or to any part thereof, for such" Z% C, g* |2 X0 J! y
quarter will be forever extinguished.
6 t& l. _3 o& jRedemption: Subject to the provisions of the Bank Act and to the prior consent of the/ D( [2 Q0 T& b7 n! ]
Superintendent and to the provisions described below under ‘‘Details of the" ^8 M4 s2 a3 A) s- T
Offering — Certain Provisions of the Preferred Shares Series 18 as a; z- h; B# u5 M+ u; E6 E
Series — Restrictions on Dividends and Retirement of Shares’’, on
C9 N b5 V- [February 25, 2014 and on February 25 every five years thereafter, on not* t. i* u+ V8 T0 G. h8 v
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any# `0 {; y6 ]3 g5 E0 \
part of the then outstanding Preferred Shares Series 18, at the Bank’s option& E- M0 V2 I; Q/ d$ n
without the consent of the holder, by the payment of an amount in cash for
9 m2 D6 V. i( Y S" P( ^3 r& Z$ b" Jeach such share so redeemed of $25.00 together with all declared and unpaid
! S: t6 ~" S. [$ x; S2 A; _dividends to the date fixed for redemption.* P8 ~- j: p& x) T5 _) l
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic, Q- x2 \* s; W- S3 n5 X
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
2 J/ m7 o9 k3 kthe right, at their option, to convert, on February 25, 2014 and on
* c0 c- r; @. xS-40 c) d/ r1 D+ W J9 V F) G4 g
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any+ w2 y% ?4 O" V9 x% o- j
or all of their Preferred Shares Series 18 into an equal number of Preferred
" g0 M1 P0 {" W# m' U' k0 H$ R* hShares Series 19 upon giving to the Bank notice thereof not earlier than
( u6 }7 ^. T3 t) R; l( M30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day6 |9 @' ^0 [3 q& s
preceding, a Series 18 Conversion Date.: ~" {+ D! `9 U" p: R% V2 @* _, V
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
" W5 |& p. W( I$ nProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
) C4 j, E4 `( V2 NSeries 19, as the case may be, that there would be outstanding on such* k+ h4 a& ]1 `* R) P: ]- [ e8 t1 o c! \
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
# u8 j6 I- K4 J7 N% D) Jsuch remaining number of Preferred Shares Series 18 will automatically be
# W: `! \- Y+ _& A8 M$ y4 I& l& s' I1 u+ oconverted on such Series 18 Conversion Date into an equal number of+ q: ]: i8 z' W, ]. d: S
Preferred Shares Series 19. Additionally, if the Bank determines that, after
% A# c O: T1 |# q3 E* l. i9 w Aconversion, there would be outstanding on such Series 18 Conversion Date. _: A% O$ M# ?6 H8 ^7 ?
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares0 g" j7 ^9 ?, B0 ^* |* h, e
Series 18 will be converted into Preferred Shares Series 19.
2 S" P b/ I1 w3 M& i+ Y) VVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: }. V5 l5 z8 l3 x* Y0 r+ E
Series 18 will not be entitled as such to receive notice of, attend, or vote at,2 f' I$ Y9 l. Z: b8 m
any meeting of the shareholders of the Bank unless and until the first time at0 q# ^( r% E! r+ Y
which the Board of Directors has not declared the whole dividend on the( t l5 _% m2 V' U4 O
Preferred Shares Series 18 in any quarter. In that event, subject as
) O; Z$ G8 a- b0 F" j O( Khereinafter provided, the holders of Preferred Shares Series 18 will be
7 @3 W* P0 D& m0 f/ l$ K$ ]entitled to receive notice of, and to attend, meetings of shareholders at which/ D& l' i) ^9 S) M& g
directors of the Bank are to be elected and will be entitled to one vote for1 X& u: P3 {/ D; Y) N) y7 R" w9 I
each Preferred Share Series 18 held. The voting rights of the holders of the
$ `6 e, V ~8 W4 yPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
/ y* v& U1 e1 N; f6 t, H, U$ z0 pthe first dividend on the Preferred Shares Series 18 to which the holders are/ \, p) i5 c9 z- S! N: v, g
entitled thereunder subsequent to the time such voting rights first arose until
1 D. O. I9 i2 P4 i; N: f% ^such time as the Bank may again fail to declare the whole dividend on the
" C: |, e. |! a3 S1 e( K3 U5 V" lPreferred Shares Series 18 in respect of any quarter, in which event such
1 }$ r( j; t& ]1 svoting rights will become effective again and so on from time to time.
- J' B( C) o/ m+ |; h0 W! G( cPrincipal Characteristics of the Preferred Shares Series 190 o: E, w% A. I ]0 t. E
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive& Z. f4 L" c6 g
floating rate non-cumulative preferential cash dividends, as and when5 V$ M- Q; K2 ~/ o5 c4 f
declared by the Board of Directors, subject to the provisions of the Bank Act,
, P- f- F! M5 D1 i X% b5 l2 spayable quarterly on the 25th day of February, May, August and November0 P. Q' y8 s& g4 V: x1 M
in each year, in the amount per share determined by multiplying the+ H+ o- n9 @3 b5 r" F
applicable Quarterly Floating Dividend Rate by $25.00.
; f0 V" \1 @! a- L* wOn the 30th day prior to the commencement of the initial quarterly dividend, p5 d, D) p# Q! o# a# S4 Y5 n
period beginning on February 25, 2014, and on the 30th day prior to the first
3 ?& g6 |6 M9 ^( }. m7 j% cday of each subsequent quarterly dividend period (the initial quarterly3 G6 q' o2 j% q" f" o4 V
dividend period and each subsequent quarterly dividend period is referred to: l. \* O, z: A7 u8 [8 o& G& ~
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the5 ?+ D6 J1 ^' p
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
) _( s: ~" D- R5 Q# QPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the- k' `4 |1 a5 K9 C; R/ O$ E9 O5 d1 A
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days2 [" c; s4 f, u J4 t
elapsed in the applicable Quarterly Floating Rate Period divided by 365)3 d: s e6 M+ U) W
determined on the 30th day prior to the first day of the applicable Quarterly X: B9 G/ ]5 d$ v/ c8 S, r% b
Floating Rate Period.
$ O2 l0 T ~/ u+ [1 G) P KS-5
2 Z- K. B( j9 V0 }) M: j& ^If the Board of Directors does not declare a dividend, or any part thereof, on9 `& ?: v/ b! M( ^, ~1 D
the Preferred Shares Series 19 on or before the dividend payment date for a |- N; h9 n+ L+ E% Y& m
particular quarter, then the entitlement of the holders of the Preferred
5 l2 w7 ~: H9 }, C6 i$ \Shares Series 19 to receive such dividend, or to any part thereof, for such. `8 {1 H& C/ m0 ]; A9 Y& K% Y) ^
quarter will be forever extinguished.
) r8 M9 U$ v9 d8 h/ FRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
" i L7 \9 e) R4 L. d* dSuperintendent and to the provisions described below under the heading6 w: c" b4 b; s3 Q
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
( L z) F/ w* Q' I6 `Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,2 l. i, z- C; N
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
' m! R( V( q4 r7 b; q/ ^- Tor any part of the then outstanding Preferred Shares Series 19, at the Bank’s) t M" d" k$ ?0 W" k# q
option without the consent of the holder, by the payment of an amount in
" F5 Q: j" ~1 M% P3 [* ?, }cash for each such share so redeemed of (i) $25.00 together with all declared! F) h+ R$ p+ Q5 B' ^) g P/ C
and unpaid dividends to the date fixed for redemption in the case of
# v- v7 c: n$ `3 G/ j# |redemptions on February 25, 2019 and on February 25 every five years
5 ]0 D- L: W" E0 }# Nthereafter, or (ii) $25.50 together with all declared and unpaid dividends to# z! i0 H/ @: `
the date fixed for redemption in the case of redemptions on any other date
) G7 v6 G- ?* c6 H: G3 Q' O2 P" von or after February 25, 2014.0 y/ [/ L/ y6 Z, M# E4 t
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic( B# C* W1 o/ o0 L6 W
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have- i$ U+ u6 J4 B- f7 Y
the right, at their option, to convert, on February 25, 2019 and on
3 T- o" \' u& M' s+ O& TFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
?3 s5 a& D7 |% n9 _+ F% u* e9 Eor all of their Preferred Shares Series 19 into an equal number of Preferred2 l g( X. r1 C
Shares Series 18 upon giving to the Bank written notice thereof not earlier
7 V U0 V. H5 ~7 n' ~than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the. {' I& U* _4 [% j! a9 X* i! ]
15th day preceding, a Series 19 Conversion Date.
+ g2 W9 x3 P z' Q1 HAutomatic Conversion If the Bank determines, after having taken into account all shares tendered |3 ]" r) p* D" C4 W* v
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares, @2 C& z f$ H u- a- Q
Series 18, as the case may be, that there would be outstanding on such
" n, g, t3 V3 G4 L5 |4 \2 JSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,' d$ l6 S8 S( }3 a& s
such remaining number of Preferred Shares Series 19 will automatically be
& K4 `7 X: I' G& j2 J+ k+ uconverted on such Series 19 Conversion Date into an equal number of
' _% v! o! h5 h. {1 `+ APreferred Shares Series 18. Additionally, if the Bank determines that, after
, T3 w0 l5 m* @6 yconversion, there would be outstanding on such Series 19 Conversion Date
3 o1 i( C- c; w2 ^) Tless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
7 J3 c/ ?1 ~% k; o+ ISeries 19 will be converted into Preferred Shares Series 18.' I' M3 W" A) Z; [2 v: D- C* ^2 Z
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 A- h S% e" Y, jSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
5 a z( n% c j( A. r" O5 H) d7 W- Kany meeting of the shareholders of the Bank unless and until the first time at2 _0 f# V) W$ e" c/ f. v6 C3 y1 w
which the Board of Directors has not declared the whole dividend on the
) l3 \& ?3 Q0 D8 V6 VPreferred Shares Series 19 in any quarter. In that event, subject as
8 Y$ L; W9 _3 \6 d Phereinafter provided, the holders of Preferred Shares Series 19 will be
' |3 L: z( @8 P% U" qentitled to receive notice of, and to attend, meetings of shareholders at which
' n* \9 M0 L' _directors of the Bank are to be elected and will be entitled to one vote for/ x$ s: w1 A% n- x# P! Q7 A0 y# H
each Preferred Share Series 19 held. The voting rights of the holders of the
& `# O6 ^8 l. }4 s# A! g) F( @Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
! }% v3 q$ }: u2 g0 g+ x4 T, Kthe first dividend on the Preferred Shares Series 19 to which the holders are* z( B0 Y$ ~8 P, \
entitled thereunder subsequent to the time such voting rights first arose until6 E1 H5 O7 r: ]
such time as the Bank may again fail to declare the whole dividend on the5 u/ \" p7 V5 Z9 ?8 i( N
Preferred Shares Series 19 in respect of any quarter, in which event such
& U' z( I$ a- c) A: y* lvoting rights will become effective again and so on from time to time. ?8 N( |1 |3 O2 L4 p; n! [# _
S-6# c9 Y# K# {0 i
Priority: The preferred shares of each series of the Bank will rank on a parity with
6 q+ H S8 v6 y% Pevery other series and are entitled to preference over the common shares of
8 A/ a- X% d% [1 S. x# U) hthe Bank and over any other shares of the Bank ranking junior to the
' w7 p9 V- G! ]preferred shares with respect to the payment of dividends and upon any" r% ?( H1 S! l
distribution of assets in the event of the liquidation, dissolution or
. W N' _1 r. a4 G# `winding-up of the Bank.. q# ^% K6 P8 f' U. H
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under* a @8 _2 T/ V5 R* r/ T' T
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares# P( ~ G# z# |( F2 _
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
& E- x3 W( c5 z' w+ x6 s% }& xdividends received on such shares under Part IV.1 of such Act. |
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