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发表于 2008-11-29 16:58
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下面是BMO的:$ U/ w; C! n2 U: |0 m- C* b2 f
SUMMARY OF THE OFFERING
# b8 p7 ]0 U! x) _/ b. O/ 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’’.
/ q$ K8 _/ h! TIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.0 c8 t" N: Q/ A+ n# X7 e
Amount: $150,000,000 (6,000,000 shares).+ U6 a& J3 }" B2 ~& T
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
! `+ n- U7 F1 C* IPrincipal Characteristics of the Preferred Shares Series 18
( j4 L# _3 ]4 t' X' i7 SDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
6 f4 a- z @4 Onon-cumulative preferential cash dividends, as and when declared by the5 t2 b8 y+ s( Q1 v- T; J
Board of Directors, subject to the provisions of the Bank Act, for the initial
2 W* `. E. W5 Iperiod commencing on the closing date and ending on and including
. a7 e5 J8 J6 \, y# KFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
8 h& O% `8 U' U( b6 i25th day of February, May, August and November in each year, at a rate
$ ^6 K, O& i% G fequal to $0.40625 per share. The initial dividend, if declared, will be payable: y' D9 S1 S9 ]$ i' W$ O" _0 S4 {
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
a( r: {2 M/ G5 f; Udate of December 11, 2008.
6 T! {6 w7 g1 \, j t7 Z# @/ N4 SFor each five-year period after the Initial Fixed Rate Period (each, a& v) _- l% |+ l) k; _
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
* I! T# Y( ]" o% NSeries 18 will be entitled to receive fixed non-cumulative preferential cash
2 s* c1 s" O6 [7 B+ X; J& qdividends, as and when declared by the Board of Directors, subject to the
( H* `6 i0 n) T1 r2 k& Tprovisions of the Bank Act, payable quarterly on the 25th day of February,# E# c( |/ a( z; U
May, August and November in each year, in the amount per share per annum: s a" X; ?2 C4 Y |6 I
determined by multiplying the Annual Fixed Dividend Rate applicable to7 v' Y& b# x3 Q: C( r, n6 T. [
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
, E5 i' R& h4 {5 ~* iRate for the ensuing Subsequent Fixed Rate Period will be determined by the
6 ? F8 X7 X$ |0 O8 _% sBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day% o( R6 p/ T- r; u9 M: H1 y
of such Subsequent Fixed Rate Period and will be equal to the sum of the
/ z4 ^6 V h0 V5 nGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
2 I% o2 d. z6 Vplus 3.83%.
6 D7 D( A2 g' t% [3 j- `$ OIf the Board of Directors does not declare a dividend, or any part thereof, on
& G; {3 y7 d1 {1 i& m* O9 X" I8 |the Preferred Shares Series 18 on or before the dividend payment date for a
0 ^8 S$ P* q& \# K& [particular quarter, then the entitlement of the holders of the Preferred
q) H8 r- \; e" L5 {Shares Series 18 to receive such dividend, or to any part thereof, for such
0 u G7 H# h v0 |4 Zquarter will be forever extinguished.. ~$ i; S& j2 a' P9 v' U
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
( M" X3 @: I1 j9 q* ^& CSuperintendent and to the provisions described below under ‘‘Details of the& N6 B! |7 X( Z" G
Offering — Certain Provisions of the Preferred Shares Series 18 as a1 q6 j; ]3 e2 O; ?
Series — Restrictions on Dividends and Retirement of Shares’’, on
# P( U0 O/ |) u) G6 gFebruary 25, 2014 and on February 25 every five years thereafter, on not p# |( [+ e7 R+ ]9 A$ J
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any' K+ K7 h. C" M2 v$ o7 d4 z
part of the then outstanding Preferred Shares Series 18, at the Bank’s option& }; l T: X; _0 z
without the consent of the holder, by the payment of an amount in cash for
- u, f9 b7 }+ ?- f1 heach such share so redeemed of $25.00 together with all declared and unpaid. k8 Q$ ~' L& n
dividends to the date fixed for redemption.7 `0 A d2 o+ \* ~
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
0 s1 M8 R8 |8 t8 X v0 d' [) oShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have. e U* h: B% x
the right, at their option, to convert, on February 25, 2014 and on7 P- J# V: m! k0 P2 B/ t8 Q6 Z
S-4$ [. M6 a, p% g* O0 b
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any) h1 Q' G/ i9 v4 M/ i( n* V
or all of their Preferred Shares Series 18 into an equal number of Preferred' E+ A. g0 J( d) s) E V
Shares Series 19 upon giving to the Bank notice thereof not earlier than, E0 p3 H# r5 V( v5 C% R% Y# Z
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
6 S4 F: a! R* e; Y% U$ bpreceding, a Series 18 Conversion Date.* S& j4 S9 n- [+ O {3 m; E) y3 P
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
% I: _. P; s/ Q; S) oProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares& {* _% ^7 p, r5 k, g
Series 19, as the case may be, that there would be outstanding on such
3 b/ N. I: P0 o" VSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,, x( m, ?: f3 ]" [3 o: i
such remaining number of Preferred Shares Series 18 will automatically be* w- z! r! s" V
converted on such Series 18 Conversion Date into an equal number of
# K: | Q1 Y- G& ?' u% aPreferred Shares Series 19. Additionally, if the Bank determines that, after
( ~2 v' |) _/ w& J! a0 _conversion, there would be outstanding on such Series 18 Conversion Date7 J( `0 M) _' P' X! f& X
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares4 |4 m( Y, v# y" O+ W
Series 18 will be converted into Preferred Shares Series 19.1 _' N6 Z( m5 m& r: r
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
* N7 V3 D. z- |* W R% d4 ~Series 18 will not be entitled as such to receive notice of, attend, or vote at,
; V$ I* F) y8 E- t" V' D9 ]any meeting of the shareholders of the Bank unless and until the first time at" y! P% d9 q- D7 |2 _! q
which the Board of Directors has not declared the whole dividend on the2 e* H: L# t5 Y
Preferred Shares Series 18 in any quarter. In that event, subject as
* E/ \7 f0 `7 L5 D0 D8 ehereinafter provided, the holders of Preferred Shares Series 18 will be
' l6 W" f1 Y: R, P7 Ventitled to receive notice of, and to attend, meetings of shareholders at which8 L+ v- i9 r1 @7 U2 j
directors of the Bank are to be elected and will be entitled to one vote for
2 b' Q/ E* S2 j0 ~9 g' z! keach Preferred Share Series 18 held. The voting rights of the holders of the4 z. U& C" x, L3 s! R/ _
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of4 w2 B7 `1 }8 D3 c& G
the first dividend on the Preferred Shares Series 18 to which the holders are% w) t X$ g6 A" l! S$ K6 V
entitled thereunder subsequent to the time such voting rights first arose until1 ~2 u( G1 D# E: A+ J s
such time as the Bank may again fail to declare the whole dividend on the
$ v$ t: e. \- EPreferred Shares Series 18 in respect of any quarter, in which event such* A1 \7 H- g7 W) N; e
voting rights will become effective again and so on from time to time.7 {$ u, s/ I N) \% z6 f1 q
Principal Characteristics of the Preferred Shares Series 19
/ U; {* k( S7 U. [' _7 TDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
8 E/ q- U; E. O1 q( g& O' C" _floating rate non-cumulative preferential cash dividends, as and when/ {, }, s6 t: C
declared by the Board of Directors, subject to the provisions of the Bank Act,( Q& s9 ]* F& Y2 |, F2 A G3 Y) N
payable quarterly on the 25th day of February, May, August and November
, ^3 P( H3 |* D9 N/ ]( Pin each year, in the amount per share determined by multiplying the
& f. y. `& M! u* o3 X1 r; Qapplicable Quarterly Floating Dividend Rate by $25.00.: u0 I9 {7 M3 t N* w
On the 30th day prior to the commencement of the initial quarterly dividend6 S; L7 S# \* e/ V' V
period beginning on February 25, 2014, and on the 30th day prior to the first
/ v' I2 G4 a) `! E m9 kday of each subsequent quarterly dividend period (the initial quarterly2 o' h4 w, Z( j: ?
dividend period and each subsequent quarterly dividend period is referred to5 t6 u3 i6 n0 v- S% x! B( Y
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
) s! Q9 S( M, H. t k2 O; _Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
7 b, T0 p1 b( w0 }, ]3 G% ^Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
6 u$ c& Z9 `& y& ?0 w. t* O$ NT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days; M% P8 j: W& `0 ?" v
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
& F* O/ Y8 W0 L6 ?2 L: k$ Zdetermined on the 30th day prior to the first day of the applicable Quarterly
4 K+ o1 \$ G" c* y, U3 C3 A( gFloating Rate Period. ~# r7 r5 U% g
S-5
4 x! |" c% ~ _# Q1 K/ e+ y0 qIf the Board of Directors does not declare a dividend, or any part thereof, on. U m& c* c' n# s: \' f# h
the Preferred Shares Series 19 on or before the dividend payment date for a
z( h5 W7 X! V/ {" q% H( Eparticular quarter, then the entitlement of the holders of the Preferred" O- Z4 K5 Z' _9 ~
Shares Series 19 to receive such dividend, or to any part thereof, for such C9 E5 x9 f ^ A# D+ J/ z
quarter will be forever extinguished.
7 F' `( U5 n# N L: @9 P" ZRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
9 b. m! Y' B8 RSuperintendent and to the provisions described below under the heading
+ a! I, f O6 ~9 Z4 G9 v# Y) m( ?‘‘Details of the Offering — Certain Provisions of the Preferred Shares5 d7 d' W0 G8 z4 z2 p4 f' C& G
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,4 f" H% [7 K3 m1 Q% L
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all0 ~1 `) }! x! x" B; ~
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
6 m1 g, N+ V( Y$ Soption without the consent of the holder, by the payment of an amount in
/ B6 I7 B* T3 o: ]8 u2 }- A4 ecash for each such share so redeemed of (i) $25.00 together with all declared
$ O; p" ^; m G" p' Eand unpaid dividends to the date fixed for redemption in the case of
V1 _. N* i& ~redemptions on February 25, 2019 and on February 25 every five years: E( |8 x; x. X( ?. k
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to) i5 n# m; p' H$ m+ b$ \- v4 n
the date fixed for redemption in the case of redemptions on any other date( G. w" A8 m7 O4 p j: k9 X. C4 j
on or after February 25, 2014.0 c. D" ]$ x9 f0 n& K' a- e
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic: \( ?1 [7 ]7 X
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have$ Q3 Z& ~7 c6 J, V" F
the right, at their option, to convert, on February 25, 2019 and on K4 K' }; K8 @! f
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
U6 u9 u4 h \; u. m1 \" for all of their Preferred Shares Series 19 into an equal number of Preferred! `3 W/ O! L0 M: z
Shares Series 18 upon giving to the Bank written notice thereof not earlier' L0 A/ j# s0 Q, O; [- [8 N1 u; q* K
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the& @1 ^( x; w$ E2 Q* ]& s
15th day preceding, a Series 19 Conversion Date.
9 M: D3 n' |- y7 v! zAutomatic Conversion If the Bank determines, after having taken into account all shares tendered' B) z" O! Y" _# B# A9 |$ Y
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
8 w! j; x# p' X( t, ZSeries 18, as the case may be, that there would be outstanding on such, \; Z/ T" i y7 @) ~
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
+ n* Y) o6 f) ^0 y8 Asuch remaining number of Preferred Shares Series 19 will automatically be: }- Q3 L( D% Y9 T
converted on such Series 19 Conversion Date into an equal number of* X; k9 ^% P; E# v
Preferred Shares Series 18. Additionally, if the Bank determines that, after2 v- S6 E5 R9 x9 ^( L4 }
conversion, there would be outstanding on such Series 19 Conversion Date) F. e# [2 C- m1 q7 U$ C9 M, \
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
$ k0 B5 W! M# @. w( S8 m- a: ~Series 19 will be converted into Preferred Shares Series 18.
0 P; o7 w9 i2 ^& A2 q7 H' T4 VVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 P! x# h0 y8 N0 x. Q* XSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
. F% c- u5 ]: P; p0 F" h0 S8 e& gany meeting of the shareholders of the Bank unless and until the first time at
+ N M _5 ]& k6 l: Q0 u8 O' X' gwhich the Board of Directors has not declared the whole dividend on the% T5 c2 h. o& q; ^- v! @
Preferred Shares Series 19 in any quarter. In that event, subject as
; k6 |/ {" E& T2 _% p& Shereinafter provided, the holders of Preferred Shares Series 19 will be) `; y! O1 K2 t0 m
entitled to receive notice of, and to attend, meetings of shareholders at which
9 E1 G+ j1 ^) ~; B; `+ y) \9 ?directors of the Bank are to be elected and will be entitled to one vote for
9 J+ {5 _: [; o+ c- W) a& `each Preferred Share Series 19 held. The voting rights of the holders of the
7 J: ]2 i* t) e" ^& P6 GPreferred Shares Series 19 will forthwith cease upon payment by the Bank of9 B) \' a/ h- ^% ^0 _0 M5 w) G
the first dividend on the Preferred Shares Series 19 to which the holders are
& @; R- }' t5 U( H$ Kentitled thereunder subsequent to the time such voting rights first arose until; s# E$ o+ j( O ~8 n2 u% |
such time as the Bank may again fail to declare the whole dividend on the
& w. d9 W4 S8 O' OPreferred Shares Series 19 in respect of any quarter, in which event such4 b* P% E5 ?$ }) ?* x% t
voting rights will become effective again and so on from time to time./ c# s- t# B% A9 ^/ ?. `! H- F
S-64 b8 X) @2 Y+ r7 F: h
Priority: The preferred shares of each series of the Bank will rank on a parity with
3 d4 `1 n0 h9 W& V: p1 ~2 Levery other series and are entitled to preference over the common shares of9 w% v- t* z* ?: v+ T" @$ Z$ _
the Bank and over any other shares of the Bank ranking junior to the1 @( Q. T% c$ y5 J+ F! R
preferred shares with respect to the payment of dividends and upon any* j a; @* m0 g: n4 t5 T, o
distribution of assets in the event of the liquidation, dissolution or; p/ |, k2 C& A7 h
winding-up of the Bank.
- e( R$ m+ @0 O# |. FTax on Preferred Share The Bank will elect, in the manner and within the time provided under
5 S7 {5 |) D* m: X* FDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
* B2 B; a- f- z4 V: k2 r1 [% kSeries 18 and Preferred Shares Series 19 will not be required to pay tax on7 ~& [. T* l; T' a7 ]. t0 C
dividends received on such shares under Part IV.1 of such Act. |
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