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发表于 2008-11-29 16:58
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下面是BMO的:! @9 s* ]' v7 {. b$ h9 {
SUMMARY OF THE OFFERING
# w; u1 g& W# I. y3 YThis 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’’.% Q! q# Q# J: N* M( m2 o" f! }
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
* N3 f% q7 B: F0 ZAmount: $150,000,000 (6,000,000 shares).
% Y3 S3 [) g; L/ v" yPrice and Yield: $25.00 per share to yield initially 6.50% per annum.1 [6 k7 \" g8 C T; U9 q4 ^
Principal Characteristics of the Preferred Shares Series 18: p, m8 y3 V3 r' m4 n& }2 f
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
8 N0 D1 V, [7 g8 V9 e* j# j9 rnon-cumulative preferential cash dividends, as and when declared by the
4 L) U0 v2 C0 E" \Board of Directors, subject to the provisions of the Bank Act, for the initial
% ]) h/ w' \7 L3 H+ r Rperiod commencing on the closing date and ending on and including' [8 t: h4 ^: A
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
( R! ]/ g5 z+ r( U5 ~( e25th day of February, May, August and November in each year, at a rate+ k, Q4 I8 j2 g
equal to $0.40625 per share. The initial dividend, if declared, will be payable
7 a& W% Q9 n& I1 P; ~& ^, E$ j& EMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing# @ d; E2 J: X- w3 x& }: w
date of December 11, 2008.. W0 s, V E5 [/ M4 V( ~- }# t5 A
For each five-year period after the Initial Fixed Rate Period (each, a) H, j# e) y3 W, `, c
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares+ Y7 z. N1 s' I1 n
Series 18 will be entitled to receive fixed non-cumulative preferential cash
! O/ V: N3 B" K1 |dividends, as and when declared by the Board of Directors, subject to the b3 x% \7 V/ p+ _% F8 y
provisions of the Bank Act, payable quarterly on the 25th day of February,
! C, @) I. `( w( q& u: x7 O4 ?May, August and November in each year, in the amount per share per annum3 L1 z) C9 y2 g6 Z9 d
determined by multiplying the Annual Fixed Dividend Rate applicable to
& p0 E* K i( G5 } a$ l' \' O6 Ksuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
; e4 z7 I- \5 b) w% Q3 Z0 \Rate for the ensuing Subsequent Fixed Rate Period will be determined by the( K0 ?: M3 d3 k& |0 E$ T; |
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day4 v% _ k1 d8 [6 i! {1 Z# ?# d! M
of such Subsequent Fixed Rate Period and will be equal to the sum of the7 [8 D/ R- Y+ {4 Y9 Z
Government of Canada Yield on the applicable Fixed Rate Calculation Date6 @7 W/ O& L; V% }' [
plus 3.83%.
; ]% x6 S/ {, `If the Board of Directors does not declare a dividend, or any part thereof, on' A a! w8 T B
the Preferred Shares Series 18 on or before the dividend payment date for a/ }# J9 S# B9 R/ _1 x- x
particular quarter, then the entitlement of the holders of the Preferred8 |3 W! v; d- U) Y% b- `
Shares Series 18 to receive such dividend, or to any part thereof, for such; ^# b# i1 T5 U; m* h5 d) B! h) X8 q
quarter will be forever extinguished.
; K9 W, q$ Q& V2 [$ N1 C/ ?# oRedemption: Subject to the provisions of the Bank Act and to the prior consent of the$ }/ e& ?& G7 a: U; A
Superintendent and to the provisions described below under ‘‘Details of the' t' O" [! Q; p6 w1 u# g# `
Offering — Certain Provisions of the Preferred Shares Series 18 as a+ G5 q0 n6 h8 C% f7 \
Series — Restrictions on Dividends and Retirement of Shares’’, on, ~' R N, Z- B# q3 i s
February 25, 2014 and on February 25 every five years thereafter, on not0 D) y+ j; ^# T) r
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
: b- r8 [! F: ]6 k9 D. M0 x3 Rpart of the then outstanding Preferred Shares Series 18, at the Bank’s option5 x$ N3 U0 t4 d. e2 ^
without the consent of the holder, by the payment of an amount in cash for- p2 w+ u) b3 Y9 K% N9 K
each such share so redeemed of $25.00 together with all declared and unpaid! S+ q4 f2 K( }8 y( {
dividends to the date fixed for redemption.
9 R. Z+ \/ s! g$ I8 b* CConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic6 v9 k4 H; t0 g. \7 L4 B" Z
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have& p0 j; L& K' a" L" H& t+ P% }
the right, at their option, to convert, on February 25, 2014 and on+ ^' J0 d# j L: e5 Q
S-4
1 Z7 A% G% r% \* Y' wFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
* N% I/ T. v1 h; V+ oor all of their Preferred Shares Series 18 into an equal number of Preferred0 y, w5 r ^1 S
Shares Series 19 upon giving to the Bank notice thereof not earlier than# p) g/ i: A4 b6 J# Y
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day2 |: _& x/ e8 n, _/ M: {7 r5 Y+ K
preceding, a Series 18 Conversion Date.
/ }) u( w7 M l/ {4 \Automatic Conversion If the Bank determines, after having taken into account all shares tendered
4 L) F$ U1 l7 w9 `! S5 U. |Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
0 t) b/ B5 X- t: J4 r- d/ [Series 19, as the case may be, that there would be outstanding on such
7 N& Y0 A) w. n+ jSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
; j3 S+ {4 x7 ~- G/ Y7 ^7 `2 @& osuch remaining number of Preferred Shares Series 18 will automatically be/ t' s. _* P- l( r
converted on such Series 18 Conversion Date into an equal number of
7 H0 Z( m) H$ l' j& lPreferred Shares Series 19. Additionally, if the Bank determines that, after
, Y( h3 {8 P/ D/ O; k6 v* {; C: y9 gconversion, there would be outstanding on such Series 18 Conversion Date! v& ^% E! j2 {8 `+ T6 E
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
3 D8 ^% |- E+ o: J: t$ A/ LSeries 18 will be converted into Preferred Shares Series 19.1 ^4 ~+ L* m/ }+ m
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
4 ]$ @3 k0 T* z3 a6 M F4 ^Series 18 will not be entitled as such to receive notice of, attend, or vote at,$ F1 o; X5 L0 Z5 w" g$ a3 A8 j
any meeting of the shareholders of the Bank unless and until the first time at0 D* ]7 q; y7 f5 O4 H9 Y
which the Board of Directors has not declared the whole dividend on the
9 Q: v% C. V' TPreferred Shares Series 18 in any quarter. In that event, subject as; h4 Y3 e& M) M q4 J
hereinafter provided, the holders of Preferred Shares Series 18 will be
# t: a8 V! t% M: ?0 ventitled to receive notice of, and to attend, meetings of shareholders at which
+ V7 c$ o7 b6 V7 t) _9 e$ @directors of the Bank are to be elected and will be entitled to one vote for
7 }# B7 Q* U) Y# Leach Preferred Share Series 18 held. The voting rights of the holders of the% p/ C. ]1 H4 D$ x% v* H4 J0 J
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
7 ~) X6 o* ]2 t0 {) s" mthe first dividend on the Preferred Shares Series 18 to which the holders are7 u' {$ a6 t3 A3 a2 ]3 L
entitled thereunder subsequent to the time such voting rights first arose until( u: |; {! j K r0 R
such time as the Bank may again fail to declare the whole dividend on the
: V) ^+ v0 _/ |' x: H' H' FPreferred Shares Series 18 in respect of any quarter, in which event such2 `2 S4 [4 I% X5 \7 X8 r
voting rights will become effective again and so on from time to time.( |% D$ R, d( r$ t& s; h" B
Principal Characteristics of the Preferred Shares Series 19
. B2 o$ q" |+ U- p3 G8 `4 e% }5 {Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
8 B% q5 [+ k# z9 M' q2 L& l. Xfloating rate non-cumulative preferential cash dividends, as and when
5 Q0 m$ \* y. e! b# O9 c6 L% T. rdeclared by the Board of Directors, subject to the provisions of the Bank Act,
, S3 J- k, X3 E3 [( E! @, qpayable quarterly on the 25th day of February, May, August and November
! ~5 e3 S% I# Qin each year, in the amount per share determined by multiplying the
. }3 E3 H2 B/ ]& Q; Lapplicable Quarterly Floating Dividend Rate by $25.00.
2 u: X1 h+ J+ L. z: D2 I( |On the 30th day prior to the commencement of the initial quarterly dividend
. x+ S3 | R* T* [period beginning on February 25, 2014, and on the 30th day prior to the first$ K0 P5 J4 M1 H0 m& D/ h4 @- |# B
day of each subsequent quarterly dividend period (the initial quarterly$ R4 h6 m$ {3 A: G/ _! J
dividend period and each subsequent quarterly dividend period is referred to
) T8 T7 m( K9 ~0 ]% l! Das a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
7 c- m5 m6 ]* e# ]8 G& E. |2 eQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
( C& {$ U; Q% w( {& Q9 q6 RPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the$ G! {3 P% I+ o4 l! O
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days/ F" J1 F; c; e
elapsed in the applicable Quarterly Floating Rate Period divided by 365). T% O4 Z, c/ [( [( c7 B3 w/ o
determined on the 30th day prior to the first day of the applicable Quarterly
; c) T; E& p, W0 E. sFloating Rate Period.
. {: {% H. _. x0 {9 {: M' [! fS-53 Q4 {0 U9 y2 h. H
If the Board of Directors does not declare a dividend, or any part thereof, on/ I9 z% c8 [2 C+ P
the Preferred Shares Series 19 on or before the dividend payment date for a6 Q& x2 L1 I. e& t; b
particular quarter, then the entitlement of the holders of the Preferred
/ L5 c$ Y! ?- \7 i9 fShares Series 19 to receive such dividend, or to any part thereof, for such4 p' c _! Z- V; U. G: I
quarter will be forever extinguished.6 l8 L1 ]4 B! D/ x1 \$ I2 T
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
$ y' E ?( \) U( r7 \: o) N& v% USuperintendent and to the provisions described below under the heading, z+ h7 p* |$ h& f& G H, {* U
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
7 s, _: X- o O ^! [+ cSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
5 N1 q$ l9 l! s Pon not more than 60 nor less than 30 days’ notice, the Bank may redeem all( n; P6 R) Y: L( ^6 G5 N
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s0 {6 f- j- u5 ^# E$ e7 l( |$ a) m8 ^
option without the consent of the holder, by the payment of an amount in
+ p' E4 m. \" K% ` \cash for each such share so redeemed of (i) $25.00 together with all declared
' ~+ X; O5 H! b5 x' d4 Rand unpaid dividends to the date fixed for redemption in the case of
5 y, @ R: G3 aredemptions on February 25, 2019 and on February 25 every five years
! }0 ^" r/ O3 ~( k. T! a. _thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
) \* J! h2 m, g% e* G, [* V! Uthe date fixed for redemption in the case of redemptions on any other date
4 E6 `) u& J) E6 W7 G( ~ O) r/ s$ uon or after February 25, 2014.
6 d0 [2 Z9 z" m' HConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic3 k7 T1 Y2 W8 x" d- S9 U4 j+ O
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
# [. f t4 G/ Zthe right, at their option, to convert, on February 25, 2019 and on$ O1 M! _3 w% x1 R
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any" N6 t5 p/ J1 s7 U
or all of their Preferred Shares Series 19 into an equal number of Preferred
- c% ^6 `2 O1 Z# S8 jShares Series 18 upon giving to the Bank written notice thereof not earlier
, s9 o2 s1 p* \4 ~, xthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the3 j* v0 U i1 o8 t+ N. v; d) C
15th day preceding, a Series 19 Conversion Date., I# y y3 W5 \
Automatic Conversion If the Bank determines, after having taken into account all shares tendered5 E. Z2 U1 W: U+ G1 a0 t6 m
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares$ V+ c0 Q( d1 R5 e
Series 18, as the case may be, that there would be outstanding on such
* _% ~1 l" S& }6 E# F6 K, b" [8 xSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
# m9 E# f, Q3 L2 |5 N; lsuch remaining number of Preferred Shares Series 19 will automatically be$ Q# ^* m# O* W2 V/ i
converted on such Series 19 Conversion Date into an equal number of" U3 B* p* |/ \; V
Preferred Shares Series 18. Additionally, if the Bank determines that, after
# c& L6 H) R7 e9 Y% X* ^5 Kconversion, there would be outstanding on such Series 19 Conversion Date9 \0 u+ O u0 ~2 C( M6 A( c
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares* I6 q, @) G) }
Series 19 will be converted into Preferred Shares Series 18.% h1 V) W$ `. f
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares- p; g' W+ l& [) K
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
0 d @8 d% }3 l$ I+ }0 C9 iany meeting of the shareholders of the Bank unless and until the first time at
8 R3 @4 T- K6 C% }! Mwhich the Board of Directors has not declared the whole dividend on the! Y J3 L- S- V5 }
Preferred Shares Series 19 in any quarter. In that event, subject as ^4 t) H% l' O' S! A$ r ]
hereinafter provided, the holders of Preferred Shares Series 19 will be
1 h; {1 A: x9 k W' i$ zentitled to receive notice of, and to attend, meetings of shareholders at which- Q8 Z% q2 `. ~( ~& t7 ]+ o
directors of the Bank are to be elected and will be entitled to one vote for9 k& c# a2 V- m! @
each Preferred Share Series 19 held. The voting rights of the holders of the
! L) Q' A* F/ e3 s" v1 b$ `- X% ^, PPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
5 [% q: g7 x+ y' u. h$ ]* O9 kthe first dividend on the Preferred Shares Series 19 to which the holders are
7 x- D- S8 C5 P C8 |( [entitled thereunder subsequent to the time such voting rights first arose until) I6 j2 t n: G o
such time as the Bank may again fail to declare the whole dividend on the
* U, y+ Q! }$ u7 O$ JPreferred Shares Series 19 in respect of any quarter, in which event such/ [: _: \' i9 H) m2 {# z: `
voting rights will become effective again and so on from time to time.
# B c! W6 A2 V! a! BS-6
8 f" `! U/ u3 k& I; K, n GPriority: The preferred shares of each series of the Bank will rank on a parity with$ l. L1 C+ \. B7 U: E2 o
every other series and are entitled to preference over the common shares of
" c; C$ J$ r: a- {% P9 {the Bank and over any other shares of the Bank ranking junior to the
0 Y1 k8 f- A) X7 ~: wpreferred shares with respect to the payment of dividends and upon any' L$ ~% J0 |2 m( ?: K, }# _& ]0 `
distribution of assets in the event of the liquidation, dissolution or
8 `0 s8 R# P9 P* Iwinding-up of the Bank. o) V; w$ H" ?# `
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
# x y2 [' r" v2 M6 HDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
$ U5 \! B6 u" x" L- ISeries 18 and Preferred Shares Series 19 will not be required to pay tax on
+ u" D4 K J; Q" T) hdividends received on such shares under Part IV.1 of such Act. |
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