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发表于 2008-11-29 16:58
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下面是BMO的:
+ x6 {* r* l5 a! ]SUMMARY OF THE OFFERING5 {' n# x; v+ w( i/ x& o8 h
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’’.0 I: o3 G5 t+ j" f- P7 N
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
! D& g6 f/ C6 M' f6 h3 C) A2 m/ tAmount: $150,000,000 (6,000,000 shares).
4 v0 x2 p, L/ u$ V3 p* oPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
; X, f7 }1 K5 k5 LPrincipal Characteristics of the Preferred Shares Series 18
2 j$ o1 \+ d- W2 |2 Z6 A- g, _* oDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
" I" }4 d6 o8 U) \# N- n% [ j" Nnon-cumulative preferential cash dividends, as and when declared by the9 w" H- Q* @3 y1 T
Board of Directors, subject to the provisions of the Bank Act, for the initial
2 O% b0 i: O7 Operiod commencing on the closing date and ending on and including
3 S. k2 a. J) K/ Q- \4 dFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the* q. L. R8 u2 R6 d% V- a
25th day of February, May, August and November in each year, at a rate5 Z# W$ r) N( f- c. _1 U" q. }
equal to $0.40625 per share. The initial dividend, if declared, will be payable
* ]4 [5 u5 k8 |" I( U- O% ]; N! lMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
5 y1 p E; [% l0 ?* Odate of December 11, 2008.1 m$ X" W- Q3 y
For each five-year period after the Initial Fixed Rate Period (each, a/ M; p6 h0 h6 ~ y t
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares* Z2 U) F; a; @( p7 T. d
Series 18 will be entitled to receive fixed non-cumulative preferential cash) N, Z' ] B+ r% z
dividends, as and when declared by the Board of Directors, subject to the
. F. p/ |. ]9 e+ N0 F" r2 kprovisions of the Bank Act, payable quarterly on the 25th day of February,5 H) T8 S! }! r) X$ ]
May, August and November in each year, in the amount per share per annum
' _8 V7 u1 _! l; ?* z& [7 ndetermined by multiplying the Annual Fixed Dividend Rate applicable to
) p" ~; L) s2 D& ?such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
* c) Z G q6 r. i* f& qRate for the ensuing Subsequent Fixed Rate Period will be determined by the. `. \; q* v/ x+ _, q6 H% d# R
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day8 n+ ^, O) L( G% p/ X9 [2 N
of such Subsequent Fixed Rate Period and will be equal to the sum of the# @, |4 J- w7 J7 e/ l
Government of Canada Yield on the applicable Fixed Rate Calculation Date# y3 ]6 @& u! w2 }0 `. z
plus 3.83%.
( J, W: x+ p; ?9 ?, k* DIf the Board of Directors does not declare a dividend, or any part thereof, on3 Y: o$ e6 `6 x
the Preferred Shares Series 18 on or before the dividend payment date for a
( w8 u1 x5 E Z( D* B: N7 P+ A* {particular quarter, then the entitlement of the holders of the Preferred
8 H5 a% }+ n2 KShares Series 18 to receive such dividend, or to any part thereof, for such% I. q, R- `) b D& b; y! b
quarter will be forever extinguished.. X6 a5 U( F: U, I7 S2 |4 Q# O
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the5 t5 d" V d- f( i4 G
Superintendent and to the provisions described below under ‘‘Details of the3 J3 K+ i5 K8 n9 \9 p J9 D% d
Offering — Certain Provisions of the Preferred Shares Series 18 as a6 z" T) d7 N- {6 z) F. r
Series — Restrictions on Dividends and Retirement of Shares’’, on9 A: _7 N4 z: O! {
February 25, 2014 and on February 25 every five years thereafter, on not
7 J$ \; j2 Y7 j1 d* y( q [more than 60 nor less than 30 days’ notice, the Bank may redeem all or any2 C3 a I O8 z% g I: G
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
* a1 K9 N) z8 n& v R+ wwithout the consent of the holder, by the payment of an amount in cash for
, G- e4 B9 ~$ j* D7 Oeach such share so redeemed of $25.00 together with all declared and unpaid
6 `3 l' O! w; Ldividends to the date fixed for redemption.
8 B. d" `+ P2 PConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
$ }% Y, W$ G6 KShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
" p4 P9 T& V& x3 W4 L" \, Dthe right, at their option, to convert, on February 25, 2014 and on; m: A( q* U( \! y
S-4
- w9 w9 }6 k- UFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any, e) p+ o" ?% u6 i8 [) r
or all of their Preferred Shares Series 18 into an equal number of Preferred
2 D: ^8 ?; u0 F6 Z5 H6 w SShares Series 19 upon giving to the Bank notice thereof not earlier than! R/ Z8 u/ Z# E# F
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
4 [+ ?; m8 z# V; b. r9 }9 Y' B# lpreceding, a Series 18 Conversion Date.8 m; \1 D V+ w7 f B
Automatic Conversion If the Bank determines, after having taken into account all shares tendered; {; C4 c4 [2 {5 J% i
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
6 c W2 h. ?' ]; USeries 19, as the case may be, that there would be outstanding on such
4 ?/ l# g9 Z: ?$ k7 l7 qSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,: o1 p% \4 { g; R
such remaining number of Preferred Shares Series 18 will automatically be
4 j# S" _8 T( v0 v8 Y( g Mconverted on such Series 18 Conversion Date into an equal number of$ e! N9 K9 u3 F- F6 j! _4 K
Preferred Shares Series 19. Additionally, if the Bank determines that, after" @6 ?8 K* s$ ?3 v! @( h# Q
conversion, there would be outstanding on such Series 18 Conversion Date
' P9 O8 Y( V d3 J# hless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
3 ]5 `2 ~5 J" ~& ]/ QSeries 18 will be converted into Preferred Shares Series 19.
3 }4 R) _7 @' D8 PVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 C2 A$ C3 o$ t' F
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
- S5 T/ ~% W6 G+ o4 ^$ L# D/ [. cany meeting of the shareholders of the Bank unless and until the first time at7 j+ D I! \+ e( b# I! g
which the Board of Directors has not declared the whole dividend on the: P4 `" d& Z* I' l5 b
Preferred Shares Series 18 in any quarter. In that event, subject as
4 Y( l; K2 l9 {hereinafter provided, the holders of Preferred Shares Series 18 will be# f2 K/ N+ z' `/ Z2 v1 B
entitled to receive notice of, and to attend, meetings of shareholders at which$ w4 P+ P( M {* x
directors of the Bank are to be elected and will be entitled to one vote for
- h( D& W* k0 k. M" @, ~each Preferred Share Series 18 held. The voting rights of the holders of the
4 \ t4 c- c5 `2 n3 l d APreferred Shares Series 18 will forthwith cease upon payment by the Bank of7 s# F& A( e( t7 R. G5 z/ I% u0 V5 v
the first dividend on the Preferred Shares Series 18 to which the holders are
w" n% ]6 c- w1 H& Kentitled thereunder subsequent to the time such voting rights first arose until
/ L" m w5 c% R& D; wsuch time as the Bank may again fail to declare the whole dividend on the q* t3 l- w2 U! C7 G& Q3 {
Preferred Shares Series 18 in respect of any quarter, in which event such
3 P# b( P U2 evoting rights will become effective again and so on from time to time.5 o! ?# V8 b% a! u( M; }
Principal Characteristics of the Preferred Shares Series 19( M: p7 V# }2 ?/ N
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
. E u) z3 ?! J0 Rfloating rate non-cumulative preferential cash dividends, as and when
+ y2 v; W8 p. n7 `" I8 Zdeclared by the Board of Directors, subject to the provisions of the Bank Act,; a9 v1 A i9 B' G
payable quarterly on the 25th day of February, May, August and November/ \8 E8 m! f* f2 ~, s" X9 S
in each year, in the amount per share determined by multiplying the# h" }5 e) V0 M0 w Q: s6 U
applicable Quarterly Floating Dividend Rate by $25.00.
, V8 E: @: }. k* eOn the 30th day prior to the commencement of the initial quarterly dividend
) z6 n( G7 Y* e, m% qperiod beginning on February 25, 2014, and on the 30th day prior to the first$ `# n& R* a3 s0 n# t
day of each subsequent quarterly dividend period (the initial quarterly
1 ^/ X/ J7 y6 O* J Ydividend period and each subsequent quarterly dividend period is referred to
' k+ b+ a6 s# o2 X- F( |as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the% S+ s5 M+ ?8 o
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate1 E `# k4 w9 |6 l+ b- N) [
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the3 L% X. @2 L: w) S" N1 M" ~
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days8 d A3 X- l7 v* F( p
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
( |. L% ^' J b! Z2 Pdetermined on the 30th day prior to the first day of the applicable Quarterly
% Q7 }4 }3 g! F) o) [Floating Rate Period.
# | q: a% V) _, yS-5
" O8 H! u7 M; e3 C( vIf the Board of Directors does not declare a dividend, or any part thereof, on
1 D/ f' X6 l% C' }the Preferred Shares Series 19 on or before the dividend payment date for a! f8 r r: A( P7 Q
particular quarter, then the entitlement of the holders of the Preferred
) [) t3 A. T. k" W1 WShares Series 19 to receive such dividend, or to any part thereof, for such
E# X' `7 j+ X4 G' `" s# ?quarter will be forever extinguished.
9 y9 |3 A6 H# M4 J& ARedemption: Subject to the provisions of the Bank Act and to the prior consent of the
! ~' D+ [$ z- X! ISuperintendent and to the provisions described below under the heading6 W5 y) A% E8 }$ o
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
5 S/ I8 E9 Y$ H7 v8 M, e* I! xSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
, t8 c$ p( i& h6 xon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
8 |9 T# Z. U9 L7 yor any part of the then outstanding Preferred Shares Series 19, at the Bank’s1 M) g4 k6 D( ~* w h/ `
option without the consent of the holder, by the payment of an amount in
) l3 \+ }2 G, l8 c/ _# B( icash for each such share so redeemed of (i) $25.00 together with all declared7 P; G$ h: @& }3 m. U6 Y( a
and unpaid dividends to the date fixed for redemption in the case of7 l1 V7 @, ]9 @8 J2 w
redemptions on February 25, 2019 and on February 25 every five years3 o& t7 a4 k6 u1 m
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
0 O2 j& W1 O3 q9 B ^1 c/ w5 |the date fixed for redemption in the case of redemptions on any other date) w' r' \' ?2 B0 ?' A8 p# s
on or after February 25, 2014.
! o6 w; h' p! ]' KConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic3 c7 @% R; X8 O* `+ Q
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
; p: R- I2 {: {2 U$ H2 nthe right, at their option, to convert, on February 25, 2019 and on% }+ R9 X* a4 c D" O
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any' M2 O' }$ v0 o1 g( p2 h. ~
or all of their Preferred Shares Series 19 into an equal number of Preferred# ^ F4 y3 ?& A& \
Shares Series 18 upon giving to the Bank written notice thereof not earlier4 f8 g; ]: B9 U7 f% }
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
" k+ C5 ], r( P15th day preceding, a Series 19 Conversion Date.- ?5 }& @3 ?- v( K) N
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
+ s- q7 u) C6 UProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
m& W# P1 \3 M" y" ~$ f# A. nSeries 18, as the case may be, that there would be outstanding on such
& c: b# \& Z% S4 {Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
# n" \& E. x3 S5 fsuch remaining number of Preferred Shares Series 19 will automatically be
2 ~. s0 a# @& `$ L+ Bconverted on such Series 19 Conversion Date into an equal number of4 `6 I9 Y# M& o7 a% V- ]* }6 F2 E
Preferred Shares Series 18. Additionally, if the Bank determines that, after8 }5 U7 |: S% W8 O
conversion, there would be outstanding on such Series 19 Conversion Date
$ r; ] n1 ^7 k. M" z1 ~less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
4 u; S9 E- z9 @: y- @Series 19 will be converted into Preferred Shares Series 18.0 L4 G9 f; b1 T- m- e/ \
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# C9 I9 t6 |9 x2 @Series 19 will not be entitled as such to receive notice of, attend, or vote at,
$ j7 z% r6 ] ^2 r. W' w# i$ Eany meeting of the shareholders of the Bank unless and until the first time at
1 Y6 T4 ]5 Z9 J1 m6 ^which the Board of Directors has not declared the whole dividend on the
2 N0 z9 F' p+ i; q( W% APreferred Shares Series 19 in any quarter. In that event, subject as
5 `3 k9 C" O- t. I+ V* E0 ohereinafter provided, the holders of Preferred Shares Series 19 will be
. ~: T' u( X0 X( F7 J- y3 J1 p& Yentitled to receive notice of, and to attend, meetings of shareholders at which
8 Q% u* a, n" }4 z0 Qdirectors of the Bank are to be elected and will be entitled to one vote for
- e/ ~7 m5 v! S# }each Preferred Share Series 19 held. The voting rights of the holders of the
# d3 `+ q$ M- NPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
7 H: @& o6 I. y) @3 o9 @8 V+ r7 S% m/ ?the first dividend on the Preferred Shares Series 19 to which the holders are. g3 a5 w4 m) ]1 M
entitled thereunder subsequent to the time such voting rights first arose until
( c l2 \6 F' ]0 C0 Q3 A* qsuch time as the Bank may again fail to declare the whole dividend on the
6 h$ {7 ?: I1 t* X/ p) T/ kPreferred Shares Series 19 in respect of any quarter, in which event such
* i& F& j7 q, h+ E0 c$ Yvoting rights will become effective again and so on from time to time.
9 O# c9 G3 B1 L j" g( N7 }# HS-6* ^. X) `4 z% z( i7 b
Priority: The preferred shares of each series of the Bank will rank on a parity with
+ k. S' {% w( o2 w) H" a% tevery other series and are entitled to preference over the common shares of
' k/ k2 j9 d- D o0 wthe Bank and over any other shares of the Bank ranking junior to the0 r' p$ T0 ]& ?9 |0 [
preferred shares with respect to the payment of dividends and upon any
0 X) w, j1 G6 q" p& adistribution of assets in the event of the liquidation, dissolution or
5 n3 I9 _9 [' q& dwinding-up of the Bank.% v# I7 j8 j0 j8 ?! J2 e3 _& v. P' [
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
9 ^# s8 c% J5 o0 D: Q# gDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
, w/ r/ K3 U. \; USeries 18 and Preferred Shares Series 19 will not be required to pay tax on2 u9 K: X" q; p. H" r6 _+ s, B
dividends received on such shares under Part IV.1 of such Act. |
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