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发表于 2008-11-29 16:58
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下面是BMO的:' h0 E5 s: v3 J2 K9 w! T! u
SUMMARY OF THE OFFERING
% i+ C5 s' x% Y- g6 `3 S k, \% [. L+ wThis 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’’.
/ L- [1 z( S f' o* }6 yIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
4 Q; c' B% k; ~0 P8 q8 Q% `Amount: $150,000,000 (6,000,000 shares).
" k. p) P8 C7 Y3 f3 ]% l) K) d/ PPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
3 Y% Q* J% ^6 V/ m: T, UPrincipal Characteristics of the Preferred Shares Series 18( Q4 p! l8 [% D! D6 S2 w+ Y
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed- E. r; @6 j$ `! t( o, ]: B+ B' `
non-cumulative preferential cash dividends, as and when declared by the8 {& ]5 W* v; y! p+ B
Board of Directors, subject to the provisions of the Bank Act, for the initial
- t+ f; X2 I. s0 \period commencing on the closing date and ending on and including4 g% ]' {3 K: w% ?
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the0 U1 W7 [1 r! |: Q% \: }9 H# }
25th day of February, May, August and November in each year, at a rate
. R. f9 p/ O% r2 H5 E) J) Wequal to $0.40625 per share. The initial dividend, if declared, will be payable
3 D7 I" D/ I% @3 f2 ]May 25, 2009 and will be $0.73459 per share, based on the anticipated closing3 k- K, m9 U. D& w* G3 ]$ k/ E( Y
date of December 11, 2008.
. H+ q* T% x7 A0 d: j$ cFor each five-year period after the Initial Fixed Rate Period (each, a. T9 n2 O. }/ R/ ^ V: R6 [1 }
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares4 q. u8 B9 x* T8 T) x
Series 18 will be entitled to receive fixed non-cumulative preferential cash
& l+ Q1 S: U0 y- u- O# `8 M- hdividends, as and when declared by the Board of Directors, subject to the
$ M" _( \' B' t. h6 w$ \provisions of the Bank Act, payable quarterly on the 25th day of February,
: `7 q) d$ i& \, c; qMay, August and November in each year, in the amount per share per annum
: h8 C' a0 x' |' U# @! j% ~7 G+ O% ddetermined by multiplying the Annual Fixed Dividend Rate applicable to! F$ ?# w# b: E P" V8 s2 ^
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend) e6 S3 V6 a4 l; I/ I+ u$ L
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the- R& \6 `1 ]2 p" C5 I( ~; @% z j) m' R
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
& Y9 T& a; |+ F! {& R' Z. {' O% Aof such Subsequent Fixed Rate Period and will be equal to the sum of the
7 [) E) r& I+ F- {9 m' zGovernment of Canada Yield on the applicable Fixed Rate Calculation Date8 ?5 b1 i2 H+ N3 T( B; B$ W
plus 3.83%.
+ b: {4 v+ {# N4 I) S9 L4 i* l3 BIf the Board of Directors does not declare a dividend, or any part thereof, on& i$ M: ?) c, b( H0 E
the Preferred Shares Series 18 on or before the dividend payment date for a, v. w" z# m8 ]/ l
particular quarter, then the entitlement of the holders of the Preferred: Y3 ^5 T- q/ d# U5 r
Shares Series 18 to receive such dividend, or to any part thereof, for such9 m* q9 ^, z, W _8 c% m
quarter will be forever extinguished.' y, c! ?! i' N7 n9 Q7 S7 @* m4 ]
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
3 x; o/ Y& A8 f$ M& L! z- KSuperintendent and to the provisions described below under ‘‘Details of the4 ^, `+ H) ~) \7 H0 u4 R- \" |
Offering — Certain Provisions of the Preferred Shares Series 18 as a
7 J1 R5 V+ }! C' _8 `Series — Restrictions on Dividends and Retirement of Shares’’, on w5 {$ g& b5 j& S5 ~* E3 |
February 25, 2014 and on February 25 every five years thereafter, on not
; |* N) [/ i" h$ G) \$ jmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
5 {8 z# n0 W( b( Apart of the then outstanding Preferred Shares Series 18, at the Bank’s option
, j, c7 U B: O. ?) f# x! ewithout the consent of the holder, by the payment of an amount in cash for
) _6 H O" |4 h# H, ceach such share so redeemed of $25.00 together with all declared and unpaid" d6 F a. \# t
dividends to the date fixed for redemption.
' ?/ e r/ h& t/ S8 [3 p6 D0 ZConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic9 O9 R/ q! ]3 U4 D& f/ k5 s
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have8 u, j, F1 b, w. j9 F
the right, at their option, to convert, on February 25, 2014 and on
I! T+ l, k1 DS-4! S% ^, e! V/ _& r& U4 K1 L w5 U- d
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any: \$ n3 u1 V0 c7 ]8 R3 X
or all of their Preferred Shares Series 18 into an equal number of Preferred" a( g2 e# K$ V: n7 g E
Shares Series 19 upon giving to the Bank notice thereof not earlier than
5 a* x# F1 b/ h1 P5 T6 _6 [% X+ P30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day+ v: ]4 s5 @, Y, {% J7 d+ J
preceding, a Series 18 Conversion Date.
' {0 H2 [4 m; X7 o) _3 w1 j4 BAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
; t) N5 B/ X' t# ]Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares- o4 W x! U$ h
Series 19, as the case may be, that there would be outstanding on such
* C: M6 p/ _+ }7 K% _Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,; |& f4 J" {, f4 w/ b3 b
such remaining number of Preferred Shares Series 18 will automatically be) d$ }$ X' a. J h |) X5 w T
converted on such Series 18 Conversion Date into an equal number of
! h; m) l8 T3 v& N. w' P) mPreferred Shares Series 19. Additionally, if the Bank determines that, after" d; u+ Y/ l; S# W7 r; J3 @: `/ k
conversion, there would be outstanding on such Series 18 Conversion Date
3 x9 g# |$ Z+ s6 W) T5 n' Sless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
, X9 @8 f8 ]4 F, G8 BSeries 18 will be converted into Preferred Shares Series 19.' p( {. p7 i. ~2 K4 p& i+ w1 p- n
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares& m7 y, _7 V; G& R9 B: W) a
Series 18 will not be entitled as such to receive notice of, attend, or vote at,& ^( z: C3 E9 p
any meeting of the shareholders of the Bank unless and until the first time at* Y0 q9 u- |$ q L0 ^! a, E
which the Board of Directors has not declared the whole dividend on the
4 O$ A. C; v) ?- RPreferred Shares Series 18 in any quarter. In that event, subject as
! v* V0 N2 K+ {hereinafter provided, the holders of Preferred Shares Series 18 will be3 @8 O7 }4 a2 R6 E. y8 z+ Q$ o6 W
entitled to receive notice of, and to attend, meetings of shareholders at which
: u( U% u. h9 Q1 C5 L X) cdirectors of the Bank are to be elected and will be entitled to one vote for5 D8 M) B# R* T; ?/ E$ F& i
each Preferred Share Series 18 held. The voting rights of the holders of the) T) z# w( E) C6 u
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of5 M% {7 d/ z- l9 v3 j: Q; f2 q
the first dividend on the Preferred Shares Series 18 to which the holders are
$ g1 A5 M& L% F s. eentitled thereunder subsequent to the time such voting rights first arose until. N5 K* Q- F- n" I
such time as the Bank may again fail to declare the whole dividend on the1 q& T! o1 u: Z& I" |7 _
Preferred Shares Series 18 in respect of any quarter, in which event such
) R6 o2 J6 s+ I( ]8 M s9 r8 l! M" q/ Gvoting rights will become effective again and so on from time to time., S4 V4 F0 X8 P1 k
Principal Characteristics of the Preferred Shares Series 19
1 F9 p. z; v/ nDividends: The holders of the Preferred Shares Series 19 will be entitled to receive* n9 Y6 n2 \. I J# ?# q- n
floating rate non-cumulative preferential cash dividends, as and when
9 a6 H: c# w3 {; x. p2 D8 Qdeclared by the Board of Directors, subject to the provisions of the Bank Act,
: Y8 ^5 F0 ^5 e$ |/ Bpayable quarterly on the 25th day of February, May, August and November+ }9 |, C7 ~8 ]2 a5 \6 c& h
in each year, in the amount per share determined by multiplying the
. K# E& r0 _) |applicable Quarterly Floating Dividend Rate by $25.00.6 [" d' @ i! ?+ J
On the 30th day prior to the commencement of the initial quarterly dividend
7 R' I& ?$ s) J# X3 o6 |$ H6 l; eperiod beginning on February 25, 2014, and on the 30th day prior to the first1 f, X! ]" a- `( j( X
day of each subsequent quarterly dividend period (the initial quarterly7 K8 [) A( ?1 I1 m* Z
dividend period and each subsequent quarterly dividend period is referred to. F+ c9 z& Y; e; \
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
/ q9 g" f) R% N- G) t; u, _Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate& k+ w2 `- I: f( w5 h
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
, @# c6 d) G U/ a4 K/ vT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days# K H# B A; t6 I3 v* u, c! A
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
2 T% w1 H8 { Edetermined on the 30th day prior to the first day of the applicable Quarterly
% u" H; p9 k& H, e$ _+ PFloating Rate Period.' B% _3 w8 D0 h! P
S-5
7 S4 z! }+ v' H3 K/ u, AIf the Board of Directors does not declare a dividend, or any part thereof, on. `/ Q8 Y! u7 p& N- `/ S2 u
the Preferred Shares Series 19 on or before the dividend payment date for a
# Q1 D9 h' j. h, M0 T! j2 w. Bparticular quarter, then the entitlement of the holders of the Preferred
" }' R- v0 N' U7 X d H! `) AShares Series 19 to receive such dividend, or to any part thereof, for such7 v$ c1 v" c. |: a M8 [
quarter will be forever extinguished.
8 R: B, M* }% H8 QRedemption: Subject to the provisions of the Bank Act and to the prior consent of the+ d9 ]6 X: ?. |
Superintendent and to the provisions described below under the heading
d3 f7 e1 A$ T* T" y# t# w‘‘Details of the Offering — Certain Provisions of the Preferred Shares
% T, B# |3 c3 F: x; z9 E. SSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
& j, Y* h: F5 H# L5 ion not more than 60 nor less than 30 days’ notice, the Bank may redeem all
; \: M5 {7 ?$ G! V/ Gor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
. D" F3 \# Q6 h# [option without the consent of the holder, by the payment of an amount in5 m+ x$ \( p7 f5 e. G
cash for each such share so redeemed of (i) $25.00 together with all declared
) w+ P# m/ i4 X/ Land unpaid dividends to the date fixed for redemption in the case of `7 x! H" j' Z$ [' W* i5 T
redemptions on February 25, 2019 and on February 25 every five years
0 _$ e( F3 A+ R# H+ Z8 U, _# Tthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
/ G X. p9 c- s$ N/ Sthe date fixed for redemption in the case of redemptions on any other date6 [% R5 \' ^# f/ h8 K: Z) [
on or after February 25, 2014.
' D9 \& A0 h7 Z$ j0 fConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic$ \3 M9 ?8 y1 |, \2 k' _4 r9 t
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
6 G. ^9 H& K- n0 V9 y# Othe right, at their option, to convert, on February 25, 2019 and on
|# p: L# q! Q2 ]8 \9 e, ]February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
6 Q( z2 Z; j( l0 Gor all of their Preferred Shares Series 19 into an equal number of Preferred% ?7 F& p' E n& {
Shares Series 18 upon giving to the Bank written notice thereof not earlier7 O9 b! \+ X' r3 v5 O6 C8 v
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
% o: Y. R* }; ^& S15th day preceding, a Series 19 Conversion Date.7 x2 U1 t% u4 S
Automatic Conversion If the Bank determines, after having taken into account all shares tendered; c$ I: a* h* ?) v7 G
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
* }- _9 s* S4 S$ DSeries 18, as the case may be, that there would be outstanding on such j' F: ^) z0 P: p2 G1 r
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,5 V5 _# x' R0 U; |
such remaining number of Preferred Shares Series 19 will automatically be+ R$ m6 U2 |/ P$ f. c
converted on such Series 19 Conversion Date into an equal number of
, J! ^( q8 R1 }3 e2 a/ |Preferred Shares Series 18. Additionally, if the Bank determines that, after
# \; S3 L/ I! U' g4 F$ cconversion, there would be outstanding on such Series 19 Conversion Date0 K9 n1 B% a a9 t' r* C
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
( b m) I4 [! g" d0 C0 z/ ASeries 19 will be converted into Preferred Shares Series 18., s8 j, |9 k3 ~6 A( x
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares j: a; V6 }1 Y* r
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
6 B: b# c9 G8 l( u7 {3 B. }any meeting of the shareholders of the Bank unless and until the first time at; y6 M% {$ }0 v- ^: g9 @* V8 @
which the Board of Directors has not declared the whole dividend on the
5 c8 R7 W) S5 O0 [! d! r2 vPreferred Shares Series 19 in any quarter. In that event, subject as
+ [9 ]& ?7 k4 o4 chereinafter provided, the holders of Preferred Shares Series 19 will be
- D" S5 {1 B( ~9 \( k5 w" [entitled to receive notice of, and to attend, meetings of shareholders at which8 [3 D2 F: q( ^5 e) F# i" ~% S
directors of the Bank are to be elected and will be entitled to one vote for
3 ~% u/ q; `2 I6 O1 y, G5 K6 ueach Preferred Share Series 19 held. The voting rights of the holders of the
6 C' o: A3 P4 `+ L7 a& Z& m* EPreferred Shares Series 19 will forthwith cease upon payment by the Bank of4 }+ B( r1 X5 Q" q. g; ~# z4 n- p
the first dividend on the Preferred Shares Series 19 to which the holders are! J" b: Q2 a0 \
entitled thereunder subsequent to the time such voting rights first arose until* M4 s% i1 L1 q$ \; T' r
such time as the Bank may again fail to declare the whole dividend on the% J# }1 t# p: r0 a
Preferred Shares Series 19 in respect of any quarter, in which event such. n s, ?' z4 d. j
voting rights will become effective again and so on from time to time.3 O8 j6 M( V4 ?" I
S-6! t0 b q: |# q( e
Priority: The preferred shares of each series of the Bank will rank on a parity with% N8 m. n) ^! _! n' Q8 |& J0 A
every other series and are entitled to preference over the common shares of
; ^1 u' [9 B# U9 Qthe Bank and over any other shares of the Bank ranking junior to the
+ Z) w- S( `: j6 U9 C6 J3 Bpreferred shares with respect to the payment of dividends and upon any
" B. Q8 ]+ s- b: h8 Ddistribution of assets in the event of the liquidation, dissolution or; _$ T" g/ U$ g5 S; x0 H4 [! Z* s
winding-up of the Bank.; ^8 @1 s* e9 i3 b) f. W% }
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
4 }6 V) m+ ~ Y7 m7 }Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
! B. f1 [# v3 [* I* Q2 z1 q7 DSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
- W" j, t' r. Ddividends received on such shares under Part IV.1 of such Act. |
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