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发表于 2008-11-29 16:58
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下面是BMO的:# x6 p, y4 N6 G2 e! _( S) ?9 h
SUMMARY OF THE OFFERING3 d( Z& _. O2 n4 i( T$ B
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’’.
! p3 w: v! H2 d) [ G9 [8 @Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
) O: P' }' \1 l k; y* z. |1 D2 P3 NAmount: $150,000,000 (6,000,000 shares).
/ l% ~! }5 d3 nPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
- s- Z, h0 g- A4 g* A% a8 jPrincipal Characteristics of the Preferred Shares Series 18' h! W6 V9 a! B8 }+ K9 o
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
* }+ D' u# k+ B* x5 xnon-cumulative preferential cash dividends, as and when declared by the0 i; Q; s, u+ m) N( R9 N
Board of Directors, subject to the provisions of the Bank Act, for the initial1 m3 o8 `* Y8 i/ M* ]% v
period commencing on the closing date and ending on and including
j! S+ X4 q) O# g9 sFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
' d1 k( x9 G8 o/ |' R25th day of February, May, August and November in each year, at a rate* o# N) }2 o6 G" E8 N" h$ {4 @
equal to $0.40625 per share. The initial dividend, if declared, will be payable
( }. r0 [7 [2 D- y% d$ D1 LMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
4 ?7 t: N1 l* j, a O+ E& Rdate of December 11, 2008.
$ J& n3 m) @( |3 ^: PFor each five-year period after the Initial Fixed Rate Period (each, a
5 ]2 ~" v- B% e* t, ~+ ]! E‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
, t4 ^ I& O7 A( `Series 18 will be entitled to receive fixed non-cumulative preferential cash$ ~8 \$ Z0 n2 {8 g
dividends, as and when declared by the Board of Directors, subject to the$ s* }9 [2 e9 F6 l( q$ W
provisions of the Bank Act, payable quarterly on the 25th day of February,
* c& g6 R2 M% X( e. E$ h7 `May, August and November in each year, in the amount per share per annum- {' N& v2 L" ?, ~
determined by multiplying the Annual Fixed Dividend Rate applicable to
; M Y: j1 Y% l* \such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
$ x5 y: S0 V( V5 l& y& ~Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
5 a4 u" h+ N# h2 L. x) kBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
2 B# ]" h: F5 `5 n; m- \6 f Cof such Subsequent Fixed Rate Period and will be equal to the sum of the* Y3 v# R7 O! F2 R' v' z; I
Government of Canada Yield on the applicable Fixed Rate Calculation Date
1 h+ U o- r0 j$ `- l/ mplus 3.83%.
/ F+ [: C3 P' X3 m: n' z& K* i& rIf the Board of Directors does not declare a dividend, or any part thereof, on8 x4 c7 Q- c; T- K, m! w8 e* {% Z
the Preferred Shares Series 18 on or before the dividend payment date for a
* t5 m" h8 L% J: x; Xparticular quarter, then the entitlement of the holders of the Preferred
/ K' N' d4 N3 `7 T7 ^Shares Series 18 to receive such dividend, or to any part thereof, for such
+ Y, Q4 n' \/ i) q, N* Hquarter will be forever extinguished.
9 }" Y4 B; X3 K- N% fRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
0 G+ Z: t3 N: sSuperintendent and to the provisions described below under ‘‘Details of the
; c) e4 l$ C: L1 h$ z7 Z/ J1 K+ N3 pOffering — Certain Provisions of the Preferred Shares Series 18 as a: {3 ]! W8 d+ i, M5 t; K
Series — Restrictions on Dividends and Retirement of Shares’’, on
0 l# a) F9 T( |6 k; a! N* D8 DFebruary 25, 2014 and on February 25 every five years thereafter, on not
1 h' z, ~, Q+ N1 I- e2 [% jmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
1 z8 B+ k) ^7 Q9 f$ Dpart of the then outstanding Preferred Shares Series 18, at the Bank’s option/ L- i. [! l4 @+ e0 C, m; O( N
without the consent of the holder, by the payment of an amount in cash for
4 h( H# u) [, t2 O& ^; feach such share so redeemed of $25.00 together with all declared and unpaid: T# Q+ U2 X: J
dividends to the date fixed for redemption.$ x% m+ h5 f8 q
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic0 d" w$ v6 V7 p. X) P* y
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
2 ~+ @- C8 M1 g/ V- d0 Mthe right, at their option, to convert, on February 25, 2014 and on
! X5 ~: X( \3 K3 _+ ^) FS-4
8 H: a" k! f9 |- p3 x/ [6 cFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
+ A0 J8 T+ m$ m0 \0 Xor all of their Preferred Shares Series 18 into an equal number of Preferred
! W5 b, M/ l, w0 i$ B% t }6 YShares Series 19 upon giving to the Bank notice thereof not earlier than
* j0 }9 N" z% [# v! z# Q+ {30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day' h. s1 a4 ~ v2 l9 W C
preceding, a Series 18 Conversion Date.- z" e$ g/ E+ C/ S) P, A' M
Automatic Conversion If the Bank determines, after having taken into account all shares tendered- ^5 J; Q* \" F: ~! O
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
% N$ W; q t5 r: z( G0 D" PSeries 19, as the case may be, that there would be outstanding on such
, h1 v8 o* K1 p: K4 dSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
* }2 B7 ]! a) r c+ m' fsuch remaining number of Preferred Shares Series 18 will automatically be. p% S& ^8 \& ^# s. P, M
converted on such Series 18 Conversion Date into an equal number of
$ j" K1 X5 X6 t2 iPreferred Shares Series 19. Additionally, if the Bank determines that, after
5 J3 k( n; ?; G* F# q, a, O- ~% pconversion, there would be outstanding on such Series 18 Conversion Date
0 W- H8 y$ B: y8 _$ I" i- N7 pless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares" n9 V. f5 m& X1 i6 m
Series 18 will be converted into Preferred Shares Series 19.
/ ^. {8 [ I0 _9 X& V1 Z3 nVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ w: J9 F; |# T7 {% G$ ]7 U- P
Series 18 will not be entitled as such to receive notice of, attend, or vote at,& ]! `# ?# }( y6 X; Z g! f
any meeting of the shareholders of the Bank unless and until the first time at
4 s& G9 ^6 r7 Hwhich the Board of Directors has not declared the whole dividend on the! S$ m! n4 j3 m6 U
Preferred Shares Series 18 in any quarter. In that event, subject as
3 \. D5 e" \) n0 T1 phereinafter provided, the holders of Preferred Shares Series 18 will be
5 ~% x# l% S( ventitled to receive notice of, and to attend, meetings of shareholders at which
7 C5 C0 k( b p- R" Odirectors of the Bank are to be elected and will be entitled to one vote for
" J1 s, o1 M; w# ?each Preferred Share Series 18 held. The voting rights of the holders of the) a; R* `( h( J5 n
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
: J( d! h- Z$ i# D! Rthe first dividend on the Preferred Shares Series 18 to which the holders are
8 h+ r8 ` V* [; R; t. B* nentitled thereunder subsequent to the time such voting rights first arose until
9 y1 q; ~ ^( f! C8 ^% I* Ksuch time as the Bank may again fail to declare the whole dividend on the" r: }6 S2 r2 z8 J3 }+ h! O3 |( w
Preferred Shares Series 18 in respect of any quarter, in which event such
' x- {$ D- W6 C: [voting rights will become effective again and so on from time to time.0 S5 J4 R) f, W$ |" _
Principal Characteristics of the Preferred Shares Series 19
$ M* W [5 k# H3 g4 i: w: [Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
4 a+ f3 R; b9 y% K# F; c3 ]floating rate non-cumulative preferential cash dividends, as and when
- i& Q2 C5 K' h' O9 O2 m1 Rdeclared by the Board of Directors, subject to the provisions of the Bank Act,
9 e0 d7 N6 k4 d5 l. t$ m xpayable quarterly on the 25th day of February, May, August and November; I s9 a/ j0 N
in each year, in the amount per share determined by multiplying the
2 M. j! v9 |( ?2 D2 R' Vapplicable Quarterly Floating Dividend Rate by $25.00.' Y( O' P+ Q, i" l, `) V4 l
On the 30th day prior to the commencement of the initial quarterly dividend) o6 L2 n7 J0 u5 O
period beginning on February 25, 2014, and on the 30th day prior to the first& V* N. u+ `& ?1 s
day of each subsequent quarterly dividend period (the initial quarterly
7 ^) a0 I2 {3 E3 ^% {* H, F' t3 ]( kdividend period and each subsequent quarterly dividend period is referred to8 o) Y. V5 [3 m' E# |
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the2 [. a. \" s/ H
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate% f: ?6 z6 c, h( b
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
, o8 v( q$ \- _) q# X2 JT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days" O- ?0 ]. `7 D9 W/ Q# k
elapsed in the applicable Quarterly Floating Rate Period divided by 365)! {- G) _" x+ N& H$ Y. S Z" ]' u
determined on the 30th day prior to the first day of the applicable Quarterly
+ H5 X# {. }! M9 \7 P7 ` L7 ?Floating Rate Period." k& P: `+ r5 r3 u+ `3 V
S-52 L( m; B; d2 b- k' w
If the Board of Directors does not declare a dividend, or any part thereof, on: N6 g1 {+ ?" _5 \5 N; G1 W
the Preferred Shares Series 19 on or before the dividend payment date for a
% a, V$ J, L3 i2 M' }$ h ~: @particular quarter, then the entitlement of the holders of the Preferred" C Y1 M; v+ _) y" s/ y; b0 Z2 a5 i
Shares Series 19 to receive such dividend, or to any part thereof, for such
+ z( T, U# M& i0 Qquarter will be forever extinguished.
+ S5 n2 h% |( A1 @3 t3 wRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
- L% Y* r( ?& }3 @Superintendent and to the provisions described below under the heading
: }/ d! l+ `0 o v6 T& H0 I‘‘Details of the Offering — Certain Provisions of the Preferred Shares
! c1 {/ f- I. N! a1 i) cSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,, t; b0 W9 z) f3 v. h6 W
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all. O8 {& W' j4 G! w; g0 ]/ t. X* [, _
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s9 k6 Z4 r& c/ M
option without the consent of the holder, by the payment of an amount in. p; m$ e7 m2 ?- D! I4 N2 W, L
cash for each such share so redeemed of (i) $25.00 together with all declared, Y& w- L0 M1 r4 C
and unpaid dividends to the date fixed for redemption in the case of
4 T: R* I8 o' }; s# V; credemptions on February 25, 2019 and on February 25 every five years' h, e+ Q$ H3 u/ P9 ]
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
/ H, s. b1 H( f( N, F3 dthe date fixed for redemption in the case of redemptions on any other date
- E; d. F; T+ K& ]+ j) mon or after February 25, 2014.
$ ?: {! ]0 {; d# VConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
3 y; P" b9 `$ |% h* x6 MShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
: V' E, k1 {2 e; r5 lthe right, at their option, to convert, on February 25, 2019 and on
+ F; O' h: ?4 W' G8 wFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any9 t- d9 W @1 W1 u& u4 s. m
or all of their Preferred Shares Series 19 into an equal number of Preferred
) E' D" ^ P' l: |) S8 {' x3 mShares Series 18 upon giving to the Bank written notice thereof not earlier
6 ]) t$ p, f( W9 D4 `) w, Nthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the1 U2 v$ ?2 B+ V0 ?; s- t9 N f6 j/ A
15th day preceding, a Series 19 Conversion Date.
0 O; u7 q0 @% h; r# `, gAutomatic Conversion If the Bank determines, after having taken into account all shares tendered/ `0 @4 O/ b8 p, k% t( ? X- x
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares- v7 |- o7 ?" n. \* T2 C
Series 18, as the case may be, that there would be outstanding on such' T0 c" h3 | u1 B6 `0 h/ \7 B
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
) p) O: d v' dsuch remaining number of Preferred Shares Series 19 will automatically be2 j2 v( S5 r5 V
converted on such Series 19 Conversion Date into an equal number of" D2 m% G( }" k* R5 B
Preferred Shares Series 18. Additionally, if the Bank determines that, after* A4 P( ^/ E7 G# h: k
conversion, there would be outstanding on such Series 19 Conversion Date
. W" B3 x+ |. ]0 \. u. O; z9 Cless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares' H n0 }: J- z+ a: Y
Series 19 will be converted into Preferred Shares Series 18.
# p, c0 `/ A. a2 l" @Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
" G1 {) U8 K9 G" I6 h0 `' rSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
+ w, R8 H/ `8 o9 B6 i4 A1 ]any meeting of the shareholders of the Bank unless and until the first time at. [7 \% N! W/ u# D
which the Board of Directors has not declared the whole dividend on the# l( J5 c* a2 p; W. Y! ~) F
Preferred Shares Series 19 in any quarter. In that event, subject as
2 w( e* X' X0 A0 E" xhereinafter provided, the holders of Preferred Shares Series 19 will be+ P6 _! b4 B* m ^& t
entitled to receive notice of, and to attend, meetings of shareholders at which: J6 j; u. l+ a: {) k8 h4 i
directors of the Bank are to be elected and will be entitled to one vote for
$ r! X! t* g; Leach Preferred Share Series 19 held. The voting rights of the holders of the+ C* t5 z7 x; u' s& _
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of* _( o2 h8 g4 L+ { w
the first dividend on the Preferred Shares Series 19 to which the holders are
+ K* f0 |0 H/ p, q1 K" U4 Q- n, qentitled thereunder subsequent to the time such voting rights first arose until, f0 |( V, A0 p
such time as the Bank may again fail to declare the whole dividend on the# r0 c) U" M5 G& V' J, v* A; \3 h: }& j9 e
Preferred Shares Series 19 in respect of any quarter, in which event such' D2 z- e& H" f- Z2 g
voting rights will become effective again and so on from time to time.0 n+ p) q) n4 J% I" E+ B! R
S-6
! E O& T. Y$ V0 R3 ~$ z% ~# sPriority: The preferred shares of each series of the Bank will rank on a parity with
* b6 s/ K+ p9 J; H3 q( h4 M) ^every other series and are entitled to preference over the common shares of. `$ Q8 H1 f O# g: T6 w6 _% N
the Bank and over any other shares of the Bank ranking junior to the
B. P* \' y' t+ r; J- lpreferred shares with respect to the payment of dividends and upon any
+ w4 r( p' J1 f! {# N' [distribution of assets in the event of the liquidation, dissolution or
. R4 v7 L" |% Y- Fwinding-up of the Bank.
; i$ }* G) B' ?# V8 l/ rTax on Preferred Share The Bank will elect, in the manner and within the time provided under7 r6 l9 V) g8 b( U1 M% V7 D
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
2 t9 D. x2 v O0 BSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
$ L1 D5 V! x, V3 Y# Cdividends received on such shares under Part IV.1 of such Act. |
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