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发表于 2008-11-29 16:58
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下面是BMO的:9 O9 y* I) K2 k& Q& q0 k
SUMMARY OF THE OFFERING
5 @$ p! l& m7 w2 c3 |$ RThis 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’’./ \; {. Y2 c& ~# I# U$ H
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.& s! i: C% M% E* [/ O
Amount: $150,000,000 (6,000,000 shares).: G* h$ p" Q1 n
Price and Yield: $25.00 per share to yield initially 6.50% per annum.# Q% T" V, g8 W0 |+ s
Principal Characteristics of the Preferred Shares Series 18
6 ?8 p- j& m4 B8 x6 Q3 |Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
1 J, ?5 j& s0 x0 k7 j: Anon-cumulative preferential cash dividends, as and when declared by the, z/ j$ G# e" U/ L# F' a4 t, L
Board of Directors, subject to the provisions of the Bank Act, for the initial
5 }# [! \# I6 ~+ e# Bperiod commencing on the closing date and ending on and including
J/ q: P: o0 c% r: Q; E+ m1 E/ ^' ~February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
6 B- E6 Y" u0 Y" S5 [( L8 V* N6 \8 ]25th day of February, May, August and November in each year, at a rate; {) w( [+ t1 S& Z( w
equal to $0.40625 per share. The initial dividend, if declared, will be payable
$ T) P6 M2 m2 R; G" HMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing4 s, U, Y' z! e2 C
date of December 11, 2008.
( b$ P" K6 ^2 r: a# n& U' WFor each five-year period after the Initial Fixed Rate Period (each, a
5 R$ r3 A0 l( u6 P$ _. R‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
3 R* C r2 M# L7 GSeries 18 will be entitled to receive fixed non-cumulative preferential cash* z# o: Y8 g, ^- g0 a
dividends, as and when declared by the Board of Directors, subject to the
0 x: a/ j- Q- j* Oprovisions of the Bank Act, payable quarterly on the 25th day of February,
4 p% _9 k- J2 [May, August and November in each year, in the amount per share per annum
& k. s! m% ]# y6 y2 t3 A- hdetermined by multiplying the Annual Fixed Dividend Rate applicable to
% p* H- L. s& v" E" G3 |such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend9 F. N1 c" x" H" g9 O- o' T
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the5 w) C$ S- z- W% P% e1 n& i
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
. ~1 F! a$ W& W' Q7 p- Wof such Subsequent Fixed Rate Period and will be equal to the sum of the) B `2 M# ^5 ]# }; j4 w
Government of Canada Yield on the applicable Fixed Rate Calculation Date6 ?+ V- W% l! `
plus 3.83%.4 b" |* m" z, |9 \: w$ O7 N3 h
If the Board of Directors does not declare a dividend, or any part thereof, on2 @1 H! V% e' |# ?% {$ D7 b8 @, E1 }
the Preferred Shares Series 18 on or before the dividend payment date for a
5 G/ l8 O z6 Hparticular quarter, then the entitlement of the holders of the Preferred
6 u' S) m4 O/ Q; ]6 DShares Series 18 to receive such dividend, or to any part thereof, for such9 a8 [# Y" g* K8 m
quarter will be forever extinguished.5 |4 E! `4 g# [9 c( v6 ]
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
! n/ Y5 F4 O* Q2 D' h. G; LSuperintendent and to the provisions described below under ‘‘Details of the
, N6 N2 c1 m$ b" `/ qOffering — Certain Provisions of the Preferred Shares Series 18 as a- v' S" g5 K* w5 ?& W# ~
Series — Restrictions on Dividends and Retirement of Shares’’, on+ g) b6 C9 J( r
February 25, 2014 and on February 25 every five years thereafter, on not9 t) F4 K2 f3 ?3 L& c& X( L
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any8 @6 ?! [- q$ k! d a: ]9 C4 n7 U
part of the then outstanding Preferred Shares Series 18, at the Bank’s option9 ]$ q; y- x7 [# ^5 P* h% \
without the consent of the holder, by the payment of an amount in cash for
* v4 W& b6 K+ u. C% u# d& Veach such share so redeemed of $25.00 together with all declared and unpaid
( E$ _& k5 C! g# m: {dividends to the date fixed for redemption.$ g) Z6 q o/ g2 c, {, w
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
, M5 W8 H8 S z: N6 ^* d. GShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have' R2 i( S4 V, ~/ f& p$ Y- c
the right, at their option, to convert, on February 25, 2014 and on
4 v7 N/ V0 U8 O7 v# FS-4: }2 ~! l6 N' z6 p
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any2 `6 d# {; `$ v$ \( B
or all of their Preferred Shares Series 18 into an equal number of Preferred: F g' p' B( y9 S) B$ F, i; K
Shares Series 19 upon giving to the Bank notice thereof not earlier than+ K4 j3 h1 t5 u0 M3 `
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day+ q, r7 o J$ l1 q% I8 j! D
preceding, a Series 18 Conversion Date.* {* b- K$ S& F, s' e3 J% P+ j
Automatic Conversion If the Bank determines, after having taken into account all shares tendered( N- c H7 n5 N
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
, C7 x2 ^2 H% f6 ]& L: r; lSeries 19, as the case may be, that there would be outstanding on such& h: O$ D& q) ?# H/ o! B6 [4 ?5 c
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
! q, t: O! v1 J# @4 a' esuch remaining number of Preferred Shares Series 18 will automatically be
8 ?1 T, d8 e8 l* S- V7 M' fconverted on such Series 18 Conversion Date into an equal number of) t# ?0 ]; Q7 L2 U6 X1 l
Preferred Shares Series 19. Additionally, if the Bank determines that, after" V2 L# }- m' x
conversion, there would be outstanding on such Series 18 Conversion Date* e( ^5 O+ {, f4 h" B( O1 w
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares2 f" }# y5 D5 `4 q
Series 18 will be converted into Preferred Shares Series 19.
' C4 s2 W) g# g0 `+ D2 Q" aVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares6 h$ Z( ^; s3 r8 A) h
Series 18 will not be entitled as such to receive notice of, attend, or vote at,; O9 t! P( _3 U( o+ f
any meeting of the shareholders of the Bank unless and until the first time at4 J* \) K8 h* T9 `/ a1 l2 u F
which the Board of Directors has not declared the whole dividend on the a% m( G H8 w& B( a, z# y5 P
Preferred Shares Series 18 in any quarter. In that event, subject as
# s# N' I$ u) \# n' p1 ]5 |hereinafter provided, the holders of Preferred Shares Series 18 will be. R, I9 e5 \) n; N, O7 }* w
entitled to receive notice of, and to attend, meetings of shareholders at which% B' z. j- F: E
directors of the Bank are to be elected and will be entitled to one vote for
: g" P% h. t) [9 E7 ~' Yeach Preferred Share Series 18 held. The voting rights of the holders of the! g% X, F4 Y" T9 V; r
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
% P# o+ Q1 H4 p2 rthe first dividend on the Preferred Shares Series 18 to which the holders are/ K$ n: }$ K1 C
entitled thereunder subsequent to the time such voting rights first arose until
; z& [7 u7 N+ qsuch time as the Bank may again fail to declare the whole dividend on the
3 s7 i4 C8 C1 FPreferred Shares Series 18 in respect of any quarter, in which event such) [" N0 I0 n+ t% F; x* f- P: u) r
voting rights will become effective again and so on from time to time.* A$ ?! x3 N5 ? P/ D9 q
Principal Characteristics of the Preferred Shares Series 19
! F% s' q5 O; y! x) ~; U$ k3 DDividends: The holders of the Preferred Shares Series 19 will be entitled to receive) g& V- c" y2 O, c6 x
floating rate non-cumulative preferential cash dividends, as and when) F, A% J Q/ G
declared by the Board of Directors, subject to the provisions of the Bank Act,
$ m, r( _8 q% y' p9 ]9 H* g, u* ypayable quarterly on the 25th day of February, May, August and November8 B, \( U! X4 ^. j/ E& Q8 J7 `
in each year, in the amount per share determined by multiplying the
0 H) U, o. _ D" Wapplicable Quarterly Floating Dividend Rate by $25.00.5 y# z( g- v& t. K- R
On the 30th day prior to the commencement of the initial quarterly dividend& u7 m& [& o6 k( ~ A& ~- s
period beginning on February 25, 2014, and on the 30th day prior to the first
5 m* h( }; l0 v% M, X7 ]% ]) W/ Gday of each subsequent quarterly dividend period (the initial quarterly/ j) Q: H) J2 [1 X/ B: u! w( `
dividend period and each subsequent quarterly dividend period is referred to+ J0 Q: c+ G" C! f$ D6 c, p D
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the& G- M# G4 ^2 ]; O8 B5 S
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
$ Z3 D0 N" W5 Y- l0 k- GPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the1 T. k4 }) y0 b5 Y& b8 W0 J
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days* ~+ K) w9 Z6 g0 z) y; `1 E' O
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
% p# P7 {# B7 ~determined on the 30th day prior to the first day of the applicable Quarterly+ C8 f/ @8 e6 o; @/ X
Floating Rate Period.
6 J0 w2 {+ L) p4 K5 ^% {S-5
! _$ T( x8 w/ B- x" H) RIf the Board of Directors does not declare a dividend, or any part thereof, on
) ]6 T C! j- d# J/ ^+ z/ \the Preferred Shares Series 19 on or before the dividend payment date for a8 A; j0 _* ]! z- ?; r0 g, ^
particular quarter, then the entitlement of the holders of the Preferred0 q2 f* T8 Z8 E) U- F
Shares Series 19 to receive such dividend, or to any part thereof, for such1 N2 y$ p6 `) ~
quarter will be forever extinguished.
/ {$ b* ?8 x7 b; [+ Z* y, e" iRedemption: Subject to the provisions of the Bank Act and to the prior consent of the/ U' C, Q6 w6 M+ P6 U
Superintendent and to the provisions described below under the heading/ r( S1 l0 d8 s
‘‘Details of the Offering — Certain Provisions of the Preferred Shares" S4 h$ E& F" ]* s
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’," p; {& x7 o3 r: ?! M! T
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
! P/ W! t0 G# g( U- s3 A5 Zor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
; i5 K# e% J0 @option without the consent of the holder, by the payment of an amount in
- u4 A |; A; o' W# u' r, R/ ?cash for each such share so redeemed of (i) $25.00 together with all declared
7 D2 D" \) `: q8 q R4 sand unpaid dividends to the date fixed for redemption in the case of
6 f( }; y) Y1 @9 N; |# N7 e4 Iredemptions on February 25, 2019 and on February 25 every five years5 o4 \& J% @: R2 N- q& M6 H
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
' `! G5 V: Y5 \" g* |$ _the date fixed for redemption in the case of redemptions on any other date0 {. O, W" @! n- i9 e Y
on or after February 25, 2014.
5 v8 J5 I. ?! b0 d" o, Q: oConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic- C7 G. x I, \: V6 b2 ~
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have6 e- B4 j4 T- z. Y/ y
the right, at their option, to convert, on February 25, 2019 and on
# h4 ]" Q* e+ D9 n8 G HFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any2 G2 h$ p# p2 O( a4 [( ~& V3 q
or all of their Preferred Shares Series 19 into an equal number of Preferred
: ?9 d5 P" b, F/ y% W3 X( D- QShares Series 18 upon giving to the Bank written notice thereof not earlier
6 _. H. t) g1 m/ F/ V% ]than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the7 S3 I' c, w7 Z; X! U7 Q6 x$ X
15th day preceding, a Series 19 Conversion Date.% N0 y# I/ T: k6 E
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
" B4 b" I+ B" u2 n, `1 bProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares* }# B2 e7 N! R6 i3 S3 _' t
Series 18, as the case may be, that there would be outstanding on such
# `" p) F4 r, J4 z; [Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,) h/ ^* o( }+ I Y& h3 F8 a
such remaining number of Preferred Shares Series 19 will automatically be* M$ L; g% ~ K6 K t; q$ M
converted on such Series 19 Conversion Date into an equal number of' b/ y4 h; W* s$ B2 M% q' n
Preferred Shares Series 18. Additionally, if the Bank determines that, after
) c* _8 r# l/ w5 i2 Aconversion, there would be outstanding on such Series 19 Conversion Date; \, Y9 N4 I ]* ~/ M. f# R
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares: I F2 m* c5 J0 O- [( Z3 G
Series 19 will be converted into Preferred Shares Series 18.
_% d" X5 `! P$ k) C" UVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares9 X% o; B3 f* L9 h
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
& i2 ]/ n' b# |8 V6 Dany meeting of the shareholders of the Bank unless and until the first time at" H$ B7 O# D, s3 F+ m" E# o
which the Board of Directors has not declared the whole dividend on the$ v6 P0 \, R5 Y
Preferred Shares Series 19 in any quarter. In that event, subject as! S6 {, [ m- h6 N+ i. j* k6 e
hereinafter provided, the holders of Preferred Shares Series 19 will be5 ~, w8 N( i- G' ~$ E
entitled to receive notice of, and to attend, meetings of shareholders at which1 z6 U& |# Q1 o! I/ V1 Y% Z1 S
directors of the Bank are to be elected and will be entitled to one vote for
0 g" P; E( J7 qeach Preferred Share Series 19 held. The voting rights of the holders of the" S( t3 [2 i1 ]/ p7 o5 U$ c
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
* v$ _+ ?" \( tthe first dividend on the Preferred Shares Series 19 to which the holders are
) J' ~4 ^0 I) C/ j; O- lentitled thereunder subsequent to the time such voting rights first arose until
O+ y- A$ P! k- C+ L, Gsuch time as the Bank may again fail to declare the whole dividend on the
" c. h5 Y5 s' M# P8 m. E& OPreferred Shares Series 19 in respect of any quarter, in which event such+ _) |6 | H" l& _3 W# U. _, t1 a
voting rights will become effective again and so on from time to time.
. p$ j' X) C/ q+ B9 Y- xS-67 g1 w5 x+ }7 T( l
Priority: The preferred shares of each series of the Bank will rank on a parity with) t# R* }( G' Q2 V( G3 E, F3 q2 ~
every other series and are entitled to preference over the common shares of& ^3 {2 A/ _5 s1 ^
the Bank and over any other shares of the Bank ranking junior to the
5 J4 x& j8 z. ^2 epreferred shares with respect to the payment of dividends and upon any w; z- ?3 S) o! v& _ P5 `
distribution of assets in the event of the liquidation, dissolution or7 p3 U( ?2 p: Y1 e6 R0 _: y
winding-up of the Bank.
: X( V8 z+ r5 r3 G f1 l9 |Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
8 M: L% W/ c4 W8 `# K! IDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
, P+ }/ O: U: H q# g9 l3 {Series 18 and Preferred Shares Series 19 will not be required to pay tax on
- L2 Q) }/ [) C. A" c5 G8 ndividends received on such shares under Part IV.1 of such Act. |
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