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发表于 2008-11-29 16:58
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下面是BMO的:9 X4 H m7 q4 J% r
SUMMARY OF THE OFFERING
2 u0 ^* l, [' q- u" h4 n2 T4 _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’’.
! u- S% u9 t# R8 Y' @, G' f5 d8 DIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
+ y, o7 d5 x" z h7 f, O$ }Amount: $150,000,000 (6,000,000 shares).
: o; v7 U2 ?0 J, Y8 ePrice and Yield: $25.00 per share to yield initially 6.50% per annum.
3 _" q- k3 g4 W( _3 z- a$ ePrincipal Characteristics of the Preferred Shares Series 18
5 H$ P7 N) p" A7 X7 R" WDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
C/ }4 m2 B3 [1 Cnon-cumulative preferential cash dividends, as and when declared by the
- c; h$ @) z1 H3 l2 UBoard of Directors, subject to the provisions of the Bank Act, for the initial
7 {: P9 l. E8 Iperiod commencing on the closing date and ending on and including
$ {# D& }5 C) [! _3 @% NFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
) \5 ]# A% O, N f25th day of February, May, August and November in each year, at a rate
6 q, G* y5 Z5 V' ^equal to $0.40625 per share. The initial dividend, if declared, will be payable6 K& [2 o; }( Z1 _' R% i! O, ]5 D
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing+ W, d9 U: X4 F/ }' n! r
date of December 11, 2008.( s: k4 T) g; F; |9 P4 A3 m
For each five-year period after the Initial Fixed Rate Period (each, a( X3 k! ]4 O+ U+ O" J! g* V1 H
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares, `: u% |0 V% ~' k# d/ S O
Series 18 will be entitled to receive fixed non-cumulative preferential cash
7 E" k! c1 m2 O$ rdividends, as and when declared by the Board of Directors, subject to the/ s+ T0 l1 I( [5 R" h# j
provisions of the Bank Act, payable quarterly on the 25th day of February,* \' x6 ]# A$ l' R
May, August and November in each year, in the amount per share per annum+ p- Y" ], f. a
determined by multiplying the Annual Fixed Dividend Rate applicable to
; Q0 M* j; P2 H# F$ ]such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend2 j& u# S- f! r% H1 I1 t
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
1 _8 r+ @; T ?: YBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
2 Q4 K$ Y# ~1 C6 D1 X, v4 yof such Subsequent Fixed Rate Period and will be equal to the sum of the
/ U) E; Z2 {+ h; ~8 k( qGovernment of Canada Yield on the applicable Fixed Rate Calculation Date# Z6 m0 P! v. J3 i6 C
plus 3.83%.7 \3 a& s6 i( G, h& K/ C* M
If the Board of Directors does not declare a dividend, or any part thereof, on$ l! O/ G) ^# A% W4 {5 E
the Preferred Shares Series 18 on or before the dividend payment date for a6 L8 U, E7 ]; D8 L2 X6 m0 ^
particular quarter, then the entitlement of the holders of the Preferred# V+ F* q! ~$ D4 H4 V$ H% c O
Shares Series 18 to receive such dividend, or to any part thereof, for such4 _6 [# |! O; k) ~9 w0 J
quarter will be forever extinguished./ I* ]* E7 U! _) V! l" c
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the3 j9 q$ P0 M( S. t0 K
Superintendent and to the provisions described below under ‘‘Details of the/ r& q: U3 m4 W' ?+ r0 p
Offering — Certain Provisions of the Preferred Shares Series 18 as a
5 c" Y: {+ u+ o6 kSeries — Restrictions on Dividends and Retirement of Shares’’, on
- B5 c/ z. G3 ^) V7 q8 s8 HFebruary 25, 2014 and on February 25 every five years thereafter, on not0 `/ u& X0 I# s
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any1 v7 L4 {9 [, I' q+ E# g
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
: i# n( M8 C/ ewithout the consent of the holder, by the payment of an amount in cash for1 n/ N, P+ b A6 E' X* b' |
each such share so redeemed of $25.00 together with all declared and unpaid! b5 f7 _1 h) g' E% Y( \
dividends to the date fixed for redemption.0 S6 l. _) A2 K0 J- M
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
. A0 ?0 B2 ~" Q8 VShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have* F) {1 r w4 S8 Z5 J- I: @
the right, at their option, to convert, on February 25, 2014 and on0 a% K& O8 u+ [( h
S-4
- v T. o2 i" {6 \7 S) {February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any0 Y& ?7 |# D4 [ o9 C
or all of their Preferred Shares Series 18 into an equal number of Preferred4 }; R! Z. S. a" S; ]
Shares Series 19 upon giving to the Bank notice thereof not earlier than K4 M8 K2 s. ?' X8 U0 Z( g
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
3 O4 o4 Z& Y7 Qpreceding, a Series 18 Conversion Date.
2 j# m3 B/ [' |8 z7 FAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
5 [7 D r$ W: B: WProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
% A: B9 E( {6 a' z+ g6 k1 @9 ? V0 VSeries 19, as the case may be, that there would be outstanding on such! u5 `; R- _0 M4 i4 {- n# z0 L
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
1 W+ w/ E+ |$ P0 q f1 }6 Usuch remaining number of Preferred Shares Series 18 will automatically be
% ~( k& m' l8 Z- {0 @/ D5 N8 }converted on such Series 18 Conversion Date into an equal number of% g) F) W/ y5 u2 j- D, R7 q
Preferred Shares Series 19. Additionally, if the Bank determines that, after
. B- |0 X1 U) ?3 Z# bconversion, there would be outstanding on such Series 18 Conversion Date w( w6 O9 d* y) B+ y
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
v7 \- ^5 j6 XSeries 18 will be converted into Preferred Shares Series 19.9 O( O4 E b, |0 c' E$ ]7 g/ `% i
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
, q2 L/ I+ Q% OSeries 18 will not be entitled as such to receive notice of, attend, or vote at,# y, d& E2 i& L
any meeting of the shareholders of the Bank unless and until the first time at7 {7 |1 v8 v9 x8 {8 S; p
which the Board of Directors has not declared the whole dividend on the7 E0 M8 {9 F6 x0 Y
Preferred Shares Series 18 in any quarter. In that event, subject as
+ a n& r' w# H% Yhereinafter provided, the holders of Preferred Shares Series 18 will be
8 P K T# l) ?entitled to receive notice of, and to attend, meetings of shareholders at which
o" y2 X7 h- v% `% E3 m( Z' x, mdirectors of the Bank are to be elected and will be entitled to one vote for7 {$ y s0 w8 G4 _3 U! @
each Preferred Share Series 18 held. The voting rights of the holders of the( u5 u/ j( ^+ t6 q7 h0 H+ j: j
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of6 ^% N- l7 E1 B8 r# t: v) ]
the first dividend on the Preferred Shares Series 18 to which the holders are
, @% D7 ]' c" rentitled thereunder subsequent to the time such voting rights first arose until+ U) \: n3 c, k0 m7 |
such time as the Bank may again fail to declare the whole dividend on the" t- ?6 h3 m) O' [
Preferred Shares Series 18 in respect of any quarter, in which event such
& o) y2 `* a# Q5 Z' ivoting rights will become effective again and so on from time to time.
: l& l" m1 I' z$ }) X5 `Principal Characteristics of the Preferred Shares Series 19( x& g) e7 k2 M6 c0 F- D
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive3 {9 q/ t- l1 p) F/ ]. ]2 j7 m
floating rate non-cumulative preferential cash dividends, as and when
4 u7 g; C' R9 l9 x6 ~( g2 l8 T! u) ideclared by the Board of Directors, subject to the provisions of the Bank Act,& s$ ~$ N* T+ i) d
payable quarterly on the 25th day of February, May, August and November3 y5 I: D. c L
in each year, in the amount per share determined by multiplying the
6 b6 g1 D7 P( ]0 }/ Y' {applicable Quarterly Floating Dividend Rate by $25.00.
, g+ n( a4 } R$ e+ H9 T1 M) Q& r+ L/ {On the 30th day prior to the commencement of the initial quarterly dividend+ C5 h3 X( x* q; g8 `
period beginning on February 25, 2014, and on the 30th day prior to the first. b: K. V) h. v% ^- B
day of each subsequent quarterly dividend period (the initial quarterly1 ^! Y- H# Y8 y
dividend period and each subsequent quarterly dividend period is referred to3 m, c3 t u' O# D
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
( _8 B# s% c# B# BQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate% u- y# ?% q+ z8 x) L, Y4 ?
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the! C3 U/ o# B2 ?2 ?2 t5 L
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days( Q# G6 ]" W0 _2 d7 T- Y( W" j
elapsed in the applicable Quarterly Floating Rate Period divided by 365)- C I3 K8 N6 m" b
determined on the 30th day prior to the first day of the applicable Quarterly" f3 U& t; C1 t$ |
Floating Rate Period.6 S m/ m$ P' m& z8 F5 v5 G
S-5
/ z( g% @! m4 cIf the Board of Directors does not declare a dividend, or any part thereof, on
- f3 m( F% R+ i1 A$ wthe Preferred Shares Series 19 on or before the dividend payment date for a
7 i0 ^7 U3 A1 ?1 zparticular quarter, then the entitlement of the holders of the Preferred
: n& y% x5 c+ M J: K9 P& W5 V+ ~2 gShares Series 19 to receive such dividend, or to any part thereof, for such
2 T5 l' O/ G% _* i7 o) m. ]quarter will be forever extinguished.- ]5 ~9 Y3 n2 ]1 F6 G$ A
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the8 v6 [0 I! x& a. G- z" e6 a- N v
Superintendent and to the provisions described below under the heading
5 I& Z5 V4 u1 b0 q1 Q: C. Y0 ]: g‘‘Details of the Offering — Certain Provisions of the Preferred Shares
& S6 W2 _! [+ p* A4 MSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
* \9 \ j0 w0 k; _on not more than 60 nor less than 30 days’ notice, the Bank may redeem all6 B" A* s3 W' [& v( z4 T
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s, }2 W. l- f# s+ O: S
option without the consent of the holder, by the payment of an amount in8 H m5 D4 V" [; x0 \3 d; p0 G5 d' p
cash for each such share so redeemed of (i) $25.00 together with all declared
* b$ _2 k8 T$ M: i D Pand unpaid dividends to the date fixed for redemption in the case of
9 M0 M, n8 O1 T) D7 y1 Nredemptions on February 25, 2019 and on February 25 every five years
; T4 ?# r) y& g& ?6 }: b: B5 H# Zthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
/ t" L' Z, o4 X4 j! ~$ Qthe date fixed for redemption in the case of redemptions on any other date
$ e% A- Q$ [) z- D3 \) @8 Won or after February 25, 2014.3 |* {5 U- o: n: P; H: `
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic( Q1 q# z+ M+ I
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
; g$ Y2 D9 V( O: {1 `# \the right, at their option, to convert, on February 25, 2019 and on
' d P6 X' E, a) ^/ }- IFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any' f1 k! T5 H) t+ w+ V
or all of their Preferred Shares Series 19 into an equal number of Preferred6 a9 v0 Y3 _- Z# \1 H/ x# t
Shares Series 18 upon giving to the Bank written notice thereof not earlier
# [: B" e0 i9 K- h- x6 othan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
" U9 i% ?. ^6 \" [% T8 P: N2 W15th day preceding, a Series 19 Conversion Date.7 [) L0 s1 D5 s. X
Automatic Conversion If the Bank determines, after having taken into account all shares tendered+ E! v1 T' C" Z+ H4 @
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares9 L: Q* o, D0 V( I" D ^ g
Series 18, as the case may be, that there would be outstanding on such0 O) G- c# C; W* J( U4 `7 j# d
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
' D. V7 @8 J% {: |( }such remaining number of Preferred Shares Series 19 will automatically be- Z( f* @* C6 A; r+ o4 M* V0 [8 i
converted on such Series 19 Conversion Date into an equal number of0 ?% h+ o/ |5 d. A0 j
Preferred Shares Series 18. Additionally, if the Bank determines that, after! c$ _0 l! G8 I/ o2 {
conversion, there would be outstanding on such Series 19 Conversion Date% s1 u) V7 m' A6 Z% H5 {7 b7 j
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares. |" T/ { n, K9 o2 T1 p) M6 h5 M
Series 19 will be converted into Preferred Shares Series 18.
o+ l9 t8 f8 q7 @8 D6 o; uVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
+ d/ G9 q* A7 Y# N9 ^- zSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
6 |9 `9 Z& E1 M: b; h \; }any meeting of the shareholders of the Bank unless and until the first time at
: S- r7 S: b1 g! @which the Board of Directors has not declared the whole dividend on the
1 Z& t& l+ H& v! q" rPreferred Shares Series 19 in any quarter. In that event, subject as
2 V9 n+ j0 o* U/ rhereinafter provided, the holders of Preferred Shares Series 19 will be0 L3 w( |- L! ? k4 }0 f4 h+ I' _
entitled to receive notice of, and to attend, meetings of shareholders at which
- |" ^0 L0 ~9 @: ^' `5 idirectors of the Bank are to be elected and will be entitled to one vote for# E0 E0 w6 I. ^2 y
each Preferred Share Series 19 held. The voting rights of the holders of the
8 a. L- [; T# p' d$ dPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
4 y H8 t; i* D7 wthe first dividend on the Preferred Shares Series 19 to which the holders are4 K& g; l4 K' I6 A( T3 |& P8 n
entitled thereunder subsequent to the time such voting rights first arose until
" n; ?' r0 H3 k- ^such time as the Bank may again fail to declare the whole dividend on the: ~& c% p8 }6 W* [: \, l
Preferred Shares Series 19 in respect of any quarter, in which event such
! O5 q- i( R* c3 \9 Ivoting rights will become effective again and so on from time to time.3 }( S3 s5 x. f: d
S-6
3 K4 c- _6 X7 tPriority: The preferred shares of each series of the Bank will rank on a parity with8 ]1 V0 v, r. g) c& E
every other series and are entitled to preference over the common shares of
! R# |% x) q/ R' dthe Bank and over any other shares of the Bank ranking junior to the. ]6 P- f$ l) M- g
preferred shares with respect to the payment of dividends and upon any" @4 e! ^" J! `1 P
distribution of assets in the event of the liquidation, dissolution or* M1 _# Y: z3 q5 \/ @5 v2 G% U
winding-up of the Bank.
R5 O8 }. C3 M: UTax on Preferred Share The Bank will elect, in the manner and within the time provided under" o) o/ ^; l2 l' U# s
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
$ D- k( a4 o) V. D# r% u2 gSeries 18 and Preferred Shares Series 19 will not be required to pay tax on$ ]& g4 s( e% l- K
dividends received on such shares under Part IV.1 of such Act. |
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