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发表于 2008-11-29 16:58
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下面是BMO的:1 f' @6 p# L( W7 K- u
SUMMARY OF THE OFFERING
) o, R! F& T% `9 N2 S9 q# VThis 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’’.3 o$ R; Y8 v1 ^ {
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.+ I$ {! T: t \7 |3 V8 f
Amount: $150,000,000 (6,000,000 shares).
+ _9 Q5 p* `4 TPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
5 s, W: A8 D, }4 L0 jPrincipal Characteristics of the Preferred Shares Series 18
; d7 ]4 T5 d( y, {! j: w! EDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
4 t7 i% T- r0 i, }7 Gnon-cumulative preferential cash dividends, as and when declared by the" z/ m5 }* {+ V2 T4 k# I9 P
Board of Directors, subject to the provisions of the Bank Act, for the initial8 Z* q2 v( E# _& { N* w9 w0 C
period commencing on the closing date and ending on and including) ^1 q) Z% K, d+ q$ \- ^
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the, |$ k0 q" \2 I, f6 _
25th day of February, May, August and November in each year, at a rate4 I# A; s9 b0 x: D
equal to $0.40625 per share. The initial dividend, if declared, will be payable
# l( L: p% s) y! FMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
, M3 L, A4 A! y4 r6 Tdate of December 11, 2008.! W% N! s% s9 y ^; o! U: Q8 B1 C
For each five-year period after the Initial Fixed Rate Period (each, a" I9 Y$ S% W/ P5 j$ u$ c9 C$ t
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares& x/ t: y5 z' w& h. X2 A
Series 18 will be entitled to receive fixed non-cumulative preferential cash
- L1 w$ q) w$ Ldividends, as and when declared by the Board of Directors, subject to the
7 l! ?. T0 r" [. V+ xprovisions of the Bank Act, payable quarterly on the 25th day of February,) @$ F: X" k( D1 S& k
May, August and November in each year, in the amount per share per annum
# m+ N6 t2 a5 J' u% Xdetermined by multiplying the Annual Fixed Dividend Rate applicable to2 d# |1 X3 z4 \6 H& ?% f
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
& s+ R; A; n2 l( XRate for the ensuing Subsequent Fixed Rate Period will be determined by the2 C" }5 i0 E/ a1 ]
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day" \- X( T* t- J7 s
of such Subsequent Fixed Rate Period and will be equal to the sum of the2 s; e( T0 \# D$ O
Government of Canada Yield on the applicable Fixed Rate Calculation Date
/ h# _% r6 v* l! V7 p- gplus 3.83%." c$ s! B. L( J& i* x
If the Board of Directors does not declare a dividend, or any part thereof, on
: \# t3 S- o0 q% _1 bthe Preferred Shares Series 18 on or before the dividend payment date for a
5 X2 {" F7 V9 J V- g2 D. z$ Aparticular quarter, then the entitlement of the holders of the Preferred; E$ N3 `+ }/ p& i) d8 @7 p8 A
Shares Series 18 to receive such dividend, or to any part thereof, for such
7 V3 `) L9 V& Kquarter will be forever extinguished./ c A6 A. `* z0 O( G
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the+ Q! C( N+ e' @& w' i, d. o5 s0 W
Superintendent and to the provisions described below under ‘‘Details of the
, J Y B, f3 W5 I: J. s" L$ H; A4 ZOffering — Certain Provisions of the Preferred Shares Series 18 as a5 L9 C; g6 D8 [! O0 F& b4 H
Series — Restrictions on Dividends and Retirement of Shares’’, on
) [; u. e2 u' rFebruary 25, 2014 and on February 25 every five years thereafter, on not
. I$ m0 v7 Z1 S; @1 Zmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any' @ T* B: j2 W3 t1 G. L* v
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
1 K4 r6 E* P3 H! j% kwithout the consent of the holder, by the payment of an amount in cash for2 U5 E# s( O2 T- ~/ |
each such share so redeemed of $25.00 together with all declared and unpaid
# j+ ?: B) Y' W4 K7 f; I8 ]) idividends to the date fixed for redemption. t% a7 _+ u) ~( C( v" o
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic- D- o: }- m# v
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
/ _" B8 U1 h2 o+ f3 P+ r- lthe right, at their option, to convert, on February 25, 2014 and on
1 a+ a( f" a+ o, g m( n* j( R' ES-4 u: o- G6 d0 C' j5 Y( ?
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
. Q( n& A- H: g5 w7 ?8 a9 d* p0 Yor all of their Preferred Shares Series 18 into an equal number of Preferred' R8 X/ l" G! k$ L _& Y3 `/ L2 @2 O( S
Shares Series 19 upon giving to the Bank notice thereof not earlier than: H9 R; b X: X1 u9 v
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day9 y# A$ a6 j8 g2 w0 P# J
preceding, a Series 18 Conversion Date.$ f; F+ d4 L1 n1 J S
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
+ c- c7 L7 c* g; [- u/ lProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
2 `( k3 V" g& bSeries 19, as the case may be, that there would be outstanding on such1 F0 v8 l/ R+ W; @/ g& Q/ f
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,: A% f" T& o* g. L
such remaining number of Preferred Shares Series 18 will automatically be
' B' l- E( T8 q+ _' Econverted on such Series 18 Conversion Date into an equal number of2 H: N k( z n" n+ `/ }$ n
Preferred Shares Series 19. Additionally, if the Bank determines that, after! i6 j) A6 d( U, B# c4 ]; F
conversion, there would be outstanding on such Series 18 Conversion Date
1 S" R, t7 w# k h; zless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares6 `- ^4 K! `6 a I% d2 }
Series 18 will be converted into Preferred Shares Series 19.% R5 f) M- a4 W; x. }# J
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares4 o" m. B2 p9 B, g
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
: @- @. @* o- B5 r3 Lany meeting of the shareholders of the Bank unless and until the first time at% L8 {* g! c, W$ F7 C- i
which the Board of Directors has not declared the whole dividend on the
z; C% H- h5 g2 fPreferred Shares Series 18 in any quarter. In that event, subject as
" D. M: {0 E# @ @( H% C" Shereinafter provided, the holders of Preferred Shares Series 18 will be9 B4 l2 j# g* r
entitled to receive notice of, and to attend, meetings of shareholders at which
. q: @' O) @/ s5 g* H; Edirectors of the Bank are to be elected and will be entitled to one vote for
?/ @5 y! F7 Z" Teach Preferred Share Series 18 held. The voting rights of the holders of the
" b6 }: L' u% BPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
0 j! s! Y! z3 V# U0 I1 @6 v; Gthe first dividend on the Preferred Shares Series 18 to which the holders are1 y' q) P7 d7 R) y& U l
entitled thereunder subsequent to the time such voting rights first arose until8 Y; q8 E3 A) N: }$ w7 `( M S! u7 ]
such time as the Bank may again fail to declare the whole dividend on the
+ v% V& x/ ?0 m6 W0 V& ePreferred Shares Series 18 in respect of any quarter, in which event such
! G( G4 `8 x6 Y- h* w1 j% qvoting rights will become effective again and so on from time to time.( F% c: L9 `/ A6 \# A4 T8 s2 i& c
Principal Characteristics of the Preferred Shares Series 19
% f8 q5 {7 E: L0 bDividends: The holders of the Preferred Shares Series 19 will be entitled to receive/ A" W# C, N7 r3 C
floating rate non-cumulative preferential cash dividends, as and when
+ p( ?2 Q) o4 @: R1 l4 L8 Udeclared by the Board of Directors, subject to the provisions of the Bank Act,7 M8 {' e: u N# c' ?
payable quarterly on the 25th day of February, May, August and November' K1 W- d! s" d" U5 q- i
in each year, in the amount per share determined by multiplying the
' Z9 L) k9 ^% }* }. n+ I7 e8 lapplicable Quarterly Floating Dividend Rate by $25.00.$ _8 x8 X! [. U+ j
On the 30th day prior to the commencement of the initial quarterly dividend, D- P1 K' \7 X% C4 W3 w
period beginning on February 25, 2014, and on the 30th day prior to the first
- a$ }% `" S0 x" w( E/ x" eday of each subsequent quarterly dividend period (the initial quarterly [6 L$ B0 `- c- t4 I# s. H4 n
dividend period and each subsequent quarterly dividend period is referred to
; K% N* A) d( P, `5 }' Z3 Pas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the# K0 F9 P' v( L% @. H) c
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
/ e# N. f! b' @0 Z( f0 J4 M* ePeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the: z5 o8 z+ Z, q0 I# V R& @3 a
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
l ^9 ?( w9 f7 m. A) delapsed in the applicable Quarterly Floating Rate Period divided by 365)$ U: }( s6 c" h2 @* R
determined on the 30th day prior to the first day of the applicable Quarterly
( Z9 w. E+ k" t- N& x& f- ?. rFloating Rate Period.
& ~* i9 ~, K) O3 x" FS-5! U9 U4 y5 p& E; Y" Z( t- C5 _
If the Board of Directors does not declare a dividend, or any part thereof, on
) ~% m/ {4 w# f/ W. }. Jthe Preferred Shares Series 19 on or before the dividend payment date for a
$ `+ {2 I7 Q# o1 s. ~+ a# E4 ^particular quarter, then the entitlement of the holders of the Preferred
; }' T( A4 Y# x3 G. m7 H( N& d+ CShares Series 19 to receive such dividend, or to any part thereof, for such/ U" z) p% N4 W! W! n8 O1 L1 G4 J
quarter will be forever extinguished.- F; k# B* J* G/ l
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
) q1 w3 ~3 S( _0 h$ y8 ?Superintendent and to the provisions described below under the heading
/ ]. F# c/ d& q0 @3 G‘‘Details of the Offering — Certain Provisions of the Preferred Shares
* t0 X; G* k5 Q9 ~) GSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
, F8 [& _' v. Q, Q2 x4 A8 W2 Con not more than 60 nor less than 30 days’ notice, the Bank may redeem all
7 E, T3 M$ H& c$ t6 F' [/ V$ wor any part of the then outstanding Preferred Shares Series 19, at the Bank’s" Z: Z( L& C* ^' h
option without the consent of the holder, by the payment of an amount in b' @6 {, j* b `4 M4 j
cash for each such share so redeemed of (i) $25.00 together with all declared
% c( e; |& L- ?and unpaid dividends to the date fixed for redemption in the case of# }. }9 A8 O; Y/ f
redemptions on February 25, 2019 and on February 25 every five years
( D4 l' m. X& z3 B' Q0 f4 m# t/ {3 t3 dthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
, f0 H% n; W- m, ?3 u: wthe date fixed for redemption in the case of redemptions on any other date
' P- d" x) [3 S3 @on or after February 25, 2014.
( Y; f7 f' a. Z: gConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
2 ^; w3 y5 D0 b% |6 dShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have) B9 z- K/ z" _7 [4 h1 n
the right, at their option, to convert, on February 25, 2019 and on
: N% i9 R: P$ kFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
# y0 J& E7 ^6 K5 c- V6 c7 I+ t4 Uor all of their Preferred Shares Series 19 into an equal number of Preferred
9 m" E5 k8 c" B( F4 _8 CShares Series 18 upon giving to the Bank written notice thereof not earlier
& s9 Y) D; X. Q- a+ P8 g* ~, d, Cthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
9 k" Y/ V5 N1 F9 N15th day preceding, a Series 19 Conversion Date.
9 u' l; f9 I1 J) _) V# c) q7 j4 cAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
. B" Q( D' C; M1 HProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares$ c$ I9 @% C* `: X! @
Series 18, as the case may be, that there would be outstanding on such
3 ?4 m# Q2 w. g! f6 n bSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
# w( |6 m$ V6 E2 `" x' \& Qsuch remaining number of Preferred Shares Series 19 will automatically be
3 c+ D7 |/ B6 iconverted on such Series 19 Conversion Date into an equal number of
6 d; `7 W+ |" `2 ePreferred Shares Series 18. Additionally, if the Bank determines that, after
J/ ?7 e+ X8 _% t! _conversion, there would be outstanding on such Series 19 Conversion Date, \6 T) l: D5 L
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
4 D% z$ O& p( N2 x7 NSeries 19 will be converted into Preferred Shares Series 18.$ w9 o# C) [1 }
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares- i# D/ H! o# h- K7 ~
Series 19 will not be entitled as such to receive notice of, attend, or vote at,: N& S, _3 {1 u r/ c! {' ~
any meeting of the shareholders of the Bank unless and until the first time at( W8 c% P9 v+ n
which the Board of Directors has not declared the whole dividend on the' _- W! b5 A/ Z+ H$ ? U' j
Preferred Shares Series 19 in any quarter. In that event, subject as! M7 p3 I" W7 K0 i$ z
hereinafter provided, the holders of Preferred Shares Series 19 will be0 c$ h% z- H* ?" I& a1 W; N
entitled to receive notice of, and to attend, meetings of shareholders at which+ q( h6 N6 l9 S: t F7 y
directors of the Bank are to be elected and will be entitled to one vote for# U/ W: l! d$ Q! A& U! S( N5 j' j1 i
each Preferred Share Series 19 held. The voting rights of the holders of the
# b- x4 z% b8 z2 f, jPreferred Shares Series 19 will forthwith cease upon payment by the Bank of# n" x2 W. o9 e. b2 t
the first dividend on the Preferred Shares Series 19 to which the holders are$ @! h5 I9 V: m7 G4 y1 E2 {
entitled thereunder subsequent to the time such voting rights first arose until
2 i8 |. ?4 a8 Y$ D; m# `* Asuch time as the Bank may again fail to declare the whole dividend on the6 [# q/ G4 T- }
Preferred Shares Series 19 in respect of any quarter, in which event such
% |0 c; h; R+ E# i1 _9 s$ Dvoting rights will become effective again and so on from time to time.
O x8 b- y2 r% [( {1 AS-6
2 @4 F. @! {' I, s- uPriority: The preferred shares of each series of the Bank will rank on a parity with) P' e3 j/ Q+ P, C# e9 d; O
every other series and are entitled to preference over the common shares of" s, l8 n4 z: E n9 N
the Bank and over any other shares of the Bank ranking junior to the
* O3 S. t# K) ~! f; rpreferred shares with respect to the payment of dividends and upon any3 |* ?8 D2 E: F. ~: W9 a" k1 Z/ Q
distribution of assets in the event of the liquidation, dissolution or4 p4 w( U @9 J2 B# J% p+ q
winding-up of the Bank.
7 F; a3 |" E: ^3 NTax on Preferred Share The Bank will elect, in the manner and within the time provided under
7 c4 L5 c# @& F7 T/ {8 H5 @4 jDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
( r* T9 }; P, cSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
9 X8 ^8 k& ~" B% c1 g; U: q% Rdividends received on such shares under Part IV.1 of such Act. |
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