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发表于 2008-11-29 16:58
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下面是BMO的:" G0 x& Q6 _( u6 e$ \
SUMMARY OF THE OFFERING
/ Y' W7 o g# C- k, W1 C$ |" t( Z( bThis 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’’./ J2 k9 v! B$ A
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
& F& b! A4 v0 ^9 W; OAmount: $150,000,000 (6,000,000 shares).8 } z- j8 e' s3 c( a6 D* Q
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
/ E, o' ?5 n: M5 y* ~# X zPrincipal Characteristics of the Preferred Shares Series 18
) _5 \3 [5 z4 B! v& [* V$ gDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
' }) p. i9 p9 L$ A5 }1 u8 @non-cumulative preferential cash dividends, as and when declared by the; Y |& b e9 u7 H
Board of Directors, subject to the provisions of the Bank Act, for the initial
* F# R( q, l. i; d. }- A: Zperiod commencing on the closing date and ending on and including! i2 Q, E& T3 o
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the; s5 h4 t+ f5 ^' K3 D0 K' a7 B
25th day of February, May, August and November in each year, at a rate z+ W# a$ F* E( a) ?
equal to $0.40625 per share. The initial dividend, if declared, will be payable d; j& L( b. c* T1 b! |5 n0 V4 ?
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
5 C5 c* ~/ b& P! d* m" rdate of December 11, 2008.1 ^* v ] p, P3 g, F3 ]/ ? u
For each five-year period after the Initial Fixed Rate Period (each, a: V5 w# I: ~9 K$ ~8 Y
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
2 O& B" Y, I2 V PSeries 18 will be entitled to receive fixed non-cumulative preferential cash
8 y, \1 c' a7 H/ E, odividends, as and when declared by the Board of Directors, subject to the6 c1 k) q0 q2 ?$ y3 [: C
provisions of the Bank Act, payable quarterly on the 25th day of February,
0 P4 \+ h0 S: f" ^. K7 z0 p& lMay, August and November in each year, in the amount per share per annum
m2 V8 ?1 Q" U9 O" ~; ]2 z7 h# r1 \6 _determined by multiplying the Annual Fixed Dividend Rate applicable to% _9 y' Y. @- x% B+ A0 N5 W
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend' F% I$ j$ _7 Q5 z" w3 p( p- i [4 C
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
2 x4 V: U: u. a5 ?7 \ ]Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
3 i" A" B- `: ^' s$ xof such Subsequent Fixed Rate Period and will be equal to the sum of the* i' F2 m0 ^" W
Government of Canada Yield on the applicable Fixed Rate Calculation Date
/ n+ x( `+ E, P8 hplus 3.83%.
) \) ~; `5 y) b/ }; w' |7 V/ c) fIf the Board of Directors does not declare a dividend, or any part thereof, on
9 Z0 E) I" ~- ]+ s3 y$ rthe Preferred Shares Series 18 on or before the dividend payment date for a
8 S' u1 B$ }. i7 f/ I4 J9 @& Aparticular quarter, then the entitlement of the holders of the Preferred, S4 Y9 G$ J! W% K! u% O/ y
Shares Series 18 to receive such dividend, or to any part thereof, for such
1 w1 o7 {0 W% r$ hquarter will be forever extinguished.
0 K- u! P( c# T- g4 YRedemption: Subject to the provisions of the Bank Act and to the prior consent of the- A+ U6 J+ v2 [3 \+ G
Superintendent and to the provisions described below under ‘‘Details of the) K) N! U' O) A! b! O B" {
Offering — Certain Provisions of the Preferred Shares Series 18 as a
) ]( G% c; x6 \. N3 SSeries — Restrictions on Dividends and Retirement of Shares’’, on5 a( e4 L% ^! A
February 25, 2014 and on February 25 every five years thereafter, on not) Y5 s( G% `0 ], g
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
- X# x7 `# x Gpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
) g& g- d: M4 Q) i" Rwithout the consent of the holder, by the payment of an amount in cash for% ^0 o) D% n7 a% x: \4 p
each such share so redeemed of $25.00 together with all declared and unpaid$ t! T# e! h0 \4 ]) B
dividends to the date fixed for redemption.0 ]% ]; _; \8 T7 F. S1 [& U' Y2 `& p
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic1 m3 j2 E- {6 r5 [
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
, ]3 {6 K$ v% W, I2 Y) mthe right, at their option, to convert, on February 25, 2014 and on
/ u; {& b8 _$ \. TS-4
0 W7 X4 i% Q# I8 `/ FFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any; h) L3 e% n5 l9 p* i
or all of their Preferred Shares Series 18 into an equal number of Preferred
+ ^3 e9 [5 @7 N" ~Shares Series 19 upon giving to the Bank notice thereof not earlier than3 t% N* W% u. y n0 |" l5 w
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
8 ^) m/ ~2 i3 j t& U& dpreceding, a Series 18 Conversion Date.- A9 r5 ~# R; U" W
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
" T5 m9 g. B) V; Z$ o' u) y4 u# P$ ^, AProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares$ L+ a, r# O% p1 d9 W3 f" g; ~
Series 19, as the case may be, that there would be outstanding on such, L6 [3 \2 k/ `% i# Q8 t" \! ~
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
# ^( {$ Q. U9 isuch remaining number of Preferred Shares Series 18 will automatically be# q/ p; \/ E' ]. R/ r/ i! b
converted on such Series 18 Conversion Date into an equal number of
' l+ G4 V H( j h# W5 MPreferred Shares Series 19. Additionally, if the Bank determines that, after Q9 o6 ]) }/ K0 o+ a4 W
conversion, there would be outstanding on such Series 18 Conversion Date4 \; e& X7 N; Z
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
3 [" ]- {* }. P" C3 D% X: \Series 18 will be converted into Preferred Shares Series 19.5 {5 S7 |: k6 l, l' P
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# t3 t: }; u& o( }" rSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
0 K2 ~% A: ], t h; |" vany meeting of the shareholders of the Bank unless and until the first time at P6 d0 n3 k( C& f9 m3 [
which the Board of Directors has not declared the whole dividend on the
; H8 J+ |# m, y+ W5 T" }Preferred Shares Series 18 in any quarter. In that event, subject as# i; c6 j% ^0 s3 T/ x3 {2 L6 O/ w
hereinafter provided, the holders of Preferred Shares Series 18 will be0 R: J2 A& o4 W. [" R* [" L+ t
entitled to receive notice of, and to attend, meetings of shareholders at which
3 a8 p4 K3 ?! r' G+ U2 g Edirectors of the Bank are to be elected and will be entitled to one vote for' R! j) Y, M! V: e9 \
each Preferred Share Series 18 held. The voting rights of the holders of the
) P# t f9 ^$ Y" s) GPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
& t" s7 g6 l9 A1 `8 [3 zthe first dividend on the Preferred Shares Series 18 to which the holders are
4 _1 t- h, Y0 Yentitled thereunder subsequent to the time such voting rights first arose until
% R; Q0 F; U& K; gsuch time as the Bank may again fail to declare the whole dividend on the/ R5 x( l! E: [, m5 }# v/ {; |+ a
Preferred Shares Series 18 in respect of any quarter, in which event such
$ y! M" E9 e0 D- W! ]voting rights will become effective again and so on from time to time.
" K9 K r1 _+ h% f. t- e6 tPrincipal Characteristics of the Preferred Shares Series 19" D# t9 X8 t1 C% F& ]# |3 E, y
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive2 T3 d4 r8 f8 D* G. s g2 ?
floating rate non-cumulative preferential cash dividends, as and when
/ t, H6 o) G( q: c/ Vdeclared by the Board of Directors, subject to the provisions of the Bank Act,2 I$ D" x) b* l" m0 d; M8 v7 Y6 J- u
payable quarterly on the 25th day of February, May, August and November& M' h' G: W) g. b$ o( V1 @* N
in each year, in the amount per share determined by multiplying the6 F( e+ {- f; b
applicable Quarterly Floating Dividend Rate by $25.00. z; B/ u m& |
On the 30th day prior to the commencement of the initial quarterly dividend
R! b9 ?! P7 h# vperiod beginning on February 25, 2014, and on the 30th day prior to the first
. D% L' ]; a: z4 v' t4 G+ d( nday of each subsequent quarterly dividend period (the initial quarterly
1 s! n2 I; h7 o( h4 Rdividend period and each subsequent quarterly dividend period is referred to( S! m% c1 i3 F$ O
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
4 ^8 C2 {" z; yQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate- B9 }9 k* E2 p* v( {. _4 v" i* m
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
1 I o" `8 a, w1 ?) IT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
$ g& ^" N* S5 b0 c4 Uelapsed in the applicable Quarterly Floating Rate Period divided by 365)
2 C0 N1 C& Q" K- T9 }determined on the 30th day prior to the first day of the applicable Quarterly
, j7 v+ G- Q7 s; {4 d1 u. xFloating Rate Period.
6 `6 T! _5 R, A' c0 g% e; x2 ^S-5* K0 q$ m t ~0 o$ F. d
If the Board of Directors does not declare a dividend, or any part thereof, on
+ c9 b9 s5 \5 y3 t/ Mthe Preferred Shares Series 19 on or before the dividend payment date for a! n; ^* f6 F- _0 N; u: `
particular quarter, then the entitlement of the holders of the Preferred: V$ h9 l% N; g! |1 f' k
Shares Series 19 to receive such dividend, or to any part thereof, for such
8 S! h7 i9 Y) H! L. kquarter will be forever extinguished.5 Q" J3 H9 h' P8 S( @- L) h+ h: }
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the- R7 B7 _5 y1 o3 X J6 |
Superintendent and to the provisions described below under the heading
( |" s, J: z" ]/ S( T- G‘‘Details of the Offering — Certain Provisions of the Preferred Shares' x. E( e- S/ m
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
0 v. _2 ? J2 N( L" G7 l1 I! |on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
3 ~$ X h2 s0 r* Oor any part of the then outstanding Preferred Shares Series 19, at the Bank’s7 ?4 M N5 c1 V' C& V
option without the consent of the holder, by the payment of an amount in
: v# P' e3 W7 Q7 o. b1 F/ ?% c/ Zcash for each such share so redeemed of (i) $25.00 together with all declared
, ~' \0 `) L7 ]! h2 @and unpaid dividends to the date fixed for redemption in the case of }3 ~6 a, P! ?1 x4 F
redemptions on February 25, 2019 and on February 25 every five years$ g7 x6 ]3 y/ t9 k; Y
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to( u! k0 c4 f# q: [: x# j
the date fixed for redemption in the case of redemptions on any other date
% B1 P. v- T; h5 [on or after February 25, 2014.
! s* U2 M) [0 C* K" e/ V9 q) zConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
T/ c1 O+ t7 G# l: QShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
: Q9 L9 }7 x. T L) hthe right, at their option, to convert, on February 25, 2019 and on
! C% t3 J& l5 N6 ~6 MFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any3 N2 }' N5 k& V1 S+ `8 ~7 d; G" i
or all of their Preferred Shares Series 19 into an equal number of Preferred
1 s7 o) p) t4 j* | s3 I% d' B8 H6 DShares Series 18 upon giving to the Bank written notice thereof not earlier5 h: X8 T; R# o4 {
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the( O) j4 v: E8 J: C2 b
15th day preceding, a Series 19 Conversion Date.
' n. L5 Z& N3 y( T5 d, A! _Automatic Conversion If the Bank determines, after having taken into account all shares tendered
- @( `% T3 j+ }. n: V3 Y) w! LProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares6 j: E W# C! l9 K0 C
Series 18, as the case may be, that there would be outstanding on such
F8 L/ a2 s% |Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
- C4 b3 ?& Y5 o9 u4 b9 m% asuch remaining number of Preferred Shares Series 19 will automatically be5 v5 J% Y! ~' b, k
converted on such Series 19 Conversion Date into an equal number of
% J- L$ R8 e% Y9 ]1 }6 cPreferred Shares Series 18. Additionally, if the Bank determines that, after: f' E" ]+ j: n" t* l
conversion, there would be outstanding on such Series 19 Conversion Date, u! u! W; F. L' S
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
. G3 M2 N# S2 I) w3 E/ O% G; |2 GSeries 19 will be converted into Preferred Shares Series 18. J, A1 J4 O/ g8 m
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
- d2 m i2 o# q7 H1 ~+ J. NSeries 19 will not be entitled as such to receive notice of, attend, or vote at, L" S. f: \5 d8 W7 Z7 L" }
any meeting of the shareholders of the Bank unless and until the first time at
% f: v! ^2 Z2 e) U+ e0 S! pwhich the Board of Directors has not declared the whole dividend on the
) c3 h- \, q' A$ U9 V. N) e. C: SPreferred Shares Series 19 in any quarter. In that event, subject as
9 t) _3 M/ } f7 ^" h. G# w7 {6 f( b. `hereinafter provided, the holders of Preferred Shares Series 19 will be
# _! A# |5 a& A+ h, [8 M2 i+ Jentitled to receive notice of, and to attend, meetings of shareholders at which
. g% [5 `; u4 k& o, H& _) t9 Tdirectors of the Bank are to be elected and will be entitled to one vote for
$ C4 g0 j% k+ u" O0 Xeach Preferred Share Series 19 held. The voting rights of the holders of the9 P) j% ?5 ]' }& `- F
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
( v& L( i" ~1 R$ O" E$ l1 ^the first dividend on the Preferred Shares Series 19 to which the holders are
8 q# c Z2 r7 |0 V+ X; X7 Sentitled thereunder subsequent to the time such voting rights first arose until
+ x2 L) Z' I9 k: ssuch time as the Bank may again fail to declare the whole dividend on the: s. C- h$ X; o4 U R5 Z, e
Preferred Shares Series 19 in respect of any quarter, in which event such
1 K# ~8 Y& B8 |! r/ Zvoting rights will become effective again and so on from time to time.4 K4 Q2 d9 @) \$ J% K$ }
S-6
4 o9 r J! k3 J$ N2 O U' U m7 ^Priority: The preferred shares of each series of the Bank will rank on a parity with% f' f+ \; w! ~6 |/ y) A
every other series and are entitled to preference over the common shares of& w! T' k% `! V6 Q6 l& J
the Bank and over any other shares of the Bank ranking junior to the
! W0 |# ^* j- a+ I5 }% |( Hpreferred shares with respect to the payment of dividends and upon any
0 W, d" t/ E4 |" a% G6 r/ w# Ddistribution of assets in the event of the liquidation, dissolution or
; z% A- g; R, g. l1 Vwinding-up of the Bank.# Q6 Z x; Y) Q5 ]) O
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under/ d( H5 T. S" T9 U+ Z9 w
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
* p, {3 U5 ?7 Z' r3 GSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
; ?9 J/ X$ O+ G0 g5 Udividends received on such shares under Part IV.1 of such Act. |
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