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发表于 2008-11-29 16:58
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下面是BMO的:4 _5 A0 g$ `0 q I# A7 g
SUMMARY OF THE OFFERING+ }1 w% @, y) L6 ]* B9 P, C* v
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’’.
6 v9 n3 }* g- IIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.1 o; R5 w& O, L; h! |& ]5 v
Amount: $150,000,000 (6,000,000 shares).9 p* z8 T( `& X# s
Price and Yield: $25.00 per share to yield initially 6.50% per annum.' C+ M4 n( |# J/ g
Principal Characteristics of the Preferred Shares Series 18) L7 A2 @' k; f
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed; }& ?& L+ S& x4 I0 x
non-cumulative preferential cash dividends, as and when declared by the
/ p3 J( {0 X* N1 D4 W5 jBoard of Directors, subject to the provisions of the Bank Act, for the initial
4 M, O8 t) v; T) {: ?$ Mperiod commencing on the closing date and ending on and including
1 f2 {# G. ^+ {* H% \! B3 b9 cFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the: [3 @. P& M- U/ R, p
25th day of February, May, August and November in each year, at a rate! j0 G! A; X6 q+ I
equal to $0.40625 per share. The initial dividend, if declared, will be payable9 y9 g* l q; o) U) Z# C
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
( l# v! m% h( c( x' Wdate of December 11, 2008.- M9 x# G' G m9 Y
For each five-year period after the Initial Fixed Rate Period (each, a4 ?- r) a6 S4 T: l# A& l
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares* a) z X# n" U! r7 c; T6 c9 t
Series 18 will be entitled to receive fixed non-cumulative preferential cash
/ i4 D! T, `% I3 K/ M L+ A' V9 kdividends, as and when declared by the Board of Directors, subject to the) d8 I( L8 u, g* i$ U7 i" Q
provisions of the Bank Act, payable quarterly on the 25th day of February,
' j2 d) |$ M8 E, a1 q/ bMay, August and November in each year, in the amount per share per annum' [7 ^* ^% l4 u. f5 `5 L( i8 y8 W# y
determined by multiplying the Annual Fixed Dividend Rate applicable to
6 E U, m( k' n* I% v- jsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend, G$ d' i* X+ D% Y0 e) ?) J) l- q
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
9 X A( t7 s2 ]. w1 K' d7 o) L0 l. \Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day1 J! G& x; |* f5 d/ B P. K; O5 G1 U9 X
of such Subsequent Fixed Rate Period and will be equal to the sum of the7 H9 H s2 Z2 m6 v. S0 ?7 B- K
Government of Canada Yield on the applicable Fixed Rate Calculation Date
: G' }8 M! b. v( \: D% k. N6 Vplus 3.83%.! _3 v2 X8 k6 q+ v) k. {- K# w
If the Board of Directors does not declare a dividend, or any part thereof, on
' f9 p9 S; q% y2 o" Pthe Preferred Shares Series 18 on or before the dividend payment date for a/ s; J( R/ j7 n& ^: U# ?2 b
particular quarter, then the entitlement of the holders of the Preferred7 C X, I7 ]- H0 d/ |! s
Shares Series 18 to receive such dividend, or to any part thereof, for such1 [3 A4 |3 N/ L4 A: o
quarter will be forever extinguished.: E& ], v2 E; E) j
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
5 l+ D4 }& x( H4 RSuperintendent and to the provisions described below under ‘‘Details of the
" e2 M3 d i+ \' ^Offering — Certain Provisions of the Preferred Shares Series 18 as a5 |* Q$ {- A5 ^1 o8 B
Series — Restrictions on Dividends and Retirement of Shares’’, on
: c0 J" E) F' t0 M# n9 t4 u7 \" `( ?February 25, 2014 and on February 25 every five years thereafter, on not8 y9 D7 I* Q" F6 i1 S% h9 O
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any. {# ~: S$ ^" c0 Y% m
part of the then outstanding Preferred Shares Series 18, at the Bank’s option- ~# w! u( D; T/ o7 Q7 y
without the consent of the holder, by the payment of an amount in cash for
' }7 u' a3 D: D( R& Z& Seach such share so redeemed of $25.00 together with all declared and unpaid
/ `9 L- H; ^$ [0 S X, rdividends to the date fixed for redemption." \" `6 X) b) d0 j2 y. `
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
. O# n6 C- u" jShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
* _0 Z( J8 Y. C! u. ythe right, at their option, to convert, on February 25, 2014 and on
* D1 c% F8 ~. X D6 n1 }S-4* k! v! \! j* T0 a: F
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
- b! B$ T- _5 ^( q' N: vor all of their Preferred Shares Series 18 into an equal number of Preferred
% ~, {+ w& i) O3 bShares Series 19 upon giving to the Bank notice thereof not earlier than: w5 N/ S, X( X" G8 |
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day: f# I. R' W& ^. _+ Z
preceding, a Series 18 Conversion Date.
, b8 X& F8 K, A/ ?& E3 ]/ a" FAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
7 D# C: z/ q; w: t2 iProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
. H" ^# X! j3 ?# uSeries 19, as the case may be, that there would be outstanding on such
; t3 e( O `7 c3 _Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
- y% Q6 A. F$ h5 z0 Lsuch remaining number of Preferred Shares Series 18 will automatically be
1 h# I8 @3 j7 Yconverted on such Series 18 Conversion Date into an equal number of* D& c4 f/ F, ]# y8 i7 X9 _2 {
Preferred Shares Series 19. Additionally, if the Bank determines that, after t/ o7 @7 ?. k* p' q
conversion, there would be outstanding on such Series 18 Conversion Date5 [/ h, P6 c+ L4 F
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
+ U+ q( X1 ]5 D# XSeries 18 will be converted into Preferred Shares Series 19.3 V& a+ U* q+ G: f
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares+ ~/ @3 u% r* W5 u
Series 18 will not be entitled as such to receive notice of, attend, or vote at,6 ?' L0 H* T4 F! }
any meeting of the shareholders of the Bank unless and until the first time at- G; ~: T2 V4 J) t5 O
which the Board of Directors has not declared the whole dividend on the: o* v. A3 i6 t% V
Preferred Shares Series 18 in any quarter. In that event, subject as
+ ]/ P- B, r1 h* G: o+ @/ `5 X+ I$ `8 |1 zhereinafter provided, the holders of Preferred Shares Series 18 will be
: `7 \, _! A% ]/ L/ S) X8 @ ]entitled to receive notice of, and to attend, meetings of shareholders at which$ g% P7 ^9 @& q2 k }4 @1 d+ s
directors of the Bank are to be elected and will be entitled to one vote for" m+ j7 j) z: X4 G4 i$ a( D: p3 d
each Preferred Share Series 18 held. The voting rights of the holders of the
& S" R7 B2 q6 R8 A8 lPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
6 g/ [7 S! ~+ C: j% Nthe first dividend on the Preferred Shares Series 18 to which the holders are1 r" @; f) O+ w1 ?) e; A% c% y
entitled thereunder subsequent to the time such voting rights first arose until
; d6 h, v& u# U( k5 [- H- @such time as the Bank may again fail to declare the whole dividend on the/ U6 s: u4 q! C0 C, K) S
Preferred Shares Series 18 in respect of any quarter, in which event such
4 Z! G: _! @; q! vvoting rights will become effective again and so on from time to time.
& V9 I" V. @% e$ L' {/ V0 ]Principal Characteristics of the Preferred Shares Series 19
' y ]2 L7 K- A" m" h5 TDividends: The holders of the Preferred Shares Series 19 will be entitled to receive! j( G; A% }4 ^5 z
floating rate non-cumulative preferential cash dividends, as and when
/ s7 _# v! q. H+ n, l- xdeclared by the Board of Directors, subject to the provisions of the Bank Act,
; R4 C2 @4 H# [6 P% E# lpayable quarterly on the 25th day of February, May, August and November
( _8 Q8 d* L! u( fin each year, in the amount per share determined by multiplying the, h% [+ f+ L+ C0 o0 D) C
applicable Quarterly Floating Dividend Rate by $25.00.
) V/ `2 w# V% N; \1 Y4 [7 x6 ]6 ^On the 30th day prior to the commencement of the initial quarterly dividend! a; d. s' J( D7 T8 f
period beginning on February 25, 2014, and on the 30th day prior to the first
' K [+ h1 {# K% Pday of each subsequent quarterly dividend period (the initial quarterly
6 I& J3 B* X# g" e4 T8 hdividend period and each subsequent quarterly dividend period is referred to2 q: i3 n! O* R! a7 O6 W
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
! G8 t) T R w! m! _" XQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
! m6 z- ^8 B# UPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
! r$ ~- \' ^. `! ]1 G0 ?6 p* T ~T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
" d# @" b' \4 Z2 T% x% B1 Melapsed in the applicable Quarterly Floating Rate Period divided by 365)9 c3 H* R" n3 u0 y
determined on the 30th day prior to the first day of the applicable Quarterly
( p8 _; O7 k* BFloating Rate Period.
' r2 Y+ h5 `5 FS-5
8 J- ?1 k- |* T# Z8 w" D' |If the Board of Directors does not declare a dividend, or any part thereof, on, r( ^5 C, O# C1 h) j6 q$ W
the Preferred Shares Series 19 on or before the dividend payment date for a8 {4 F5 k2 O$ x ]+ C
particular quarter, then the entitlement of the holders of the Preferred, i: K0 Q# ?' c7 ]2 G/ B
Shares Series 19 to receive such dividend, or to any part thereof, for such
8 o+ v0 M3 o5 s) F$ |quarter will be forever extinguished.
0 `. T0 v" ?- c) O/ M H7 `7 ~& w& [Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
& S3 ?8 ~ {$ {6 n* ISuperintendent and to the provisions described below under the heading
4 H" a( i4 q- K6 S3 V; _& {) E- R9 K‘‘Details of the Offering — Certain Provisions of the Preferred Shares
: u: e9 n2 ^6 E/ a, g dSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,. y& G# ?! R$ U9 D( w0 t
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
7 B1 D+ U. V! f1 ? K2 u6 j* G6 wor any part of the then outstanding Preferred Shares Series 19, at the Bank’s6 Q9 p f4 \$ ~% _) d7 L& h
option without the consent of the holder, by the payment of an amount in
" {$ H; p2 b& f9 L8 Q3 j; ccash for each such share so redeemed of (i) $25.00 together with all declared$ L7 x+ b% p* ?0 N7 V
and unpaid dividends to the date fixed for redemption in the case of! T! ?' n! d( L/ O4 d c: F/ B O& D
redemptions on February 25, 2019 and on February 25 every five years
/ ]0 G9 R; f1 J- r1 h+ w+ P' }7 Othereafter, or (ii) $25.50 together with all declared and unpaid dividends to
- n, j- L$ H: \; N3 Xthe date fixed for redemption in the case of redemptions on any other date
, ?% y! @ g5 uon or after February 25, 2014.1 G8 G+ a1 L' }- R0 V/ s0 Y% y( S
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic+ B0 u0 t9 I. u+ ~9 V
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have8 `0 @- U6 C4 X4 ~0 Y) F% s" E
the right, at their option, to convert, on February 25, 2019 and on9 E' @$ ^1 h" j' `5 G. \, k
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any; P G2 ^8 g4 M8 ~/ i
or all of their Preferred Shares Series 19 into an equal number of Preferred
8 q' f1 R: G/ K% W+ P' uShares Series 18 upon giving to the Bank written notice thereof not earlier$ F) ~" K0 T! I& [/ k* h6 u$ C# d. q; W
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the$ q& {, j) o7 C
15th day preceding, a Series 19 Conversion Date.3 ^9 c, T: a0 L/ _7 O1 z: ?0 r5 q% D9 X
Automatic Conversion If the Bank determines, after having taken into account all shares tendered/ P; E; ]5 v7 j1 g
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
q3 g2 S' e6 I( i+ ^Series 18, as the case may be, that there would be outstanding on such+ u3 v; s2 @& w8 r# A$ k6 n6 k f
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,9 Z" m7 |( j3 P! w0 R" [+ E
such remaining number of Preferred Shares Series 19 will automatically be
; Q" i x) Q7 P/ u3 \; Dconverted on such Series 19 Conversion Date into an equal number of
4 f- E! m+ }* L+ ]: V5 }) wPreferred Shares Series 18. Additionally, if the Bank determines that, after
( X3 x- l, D# B/ tconversion, there would be outstanding on such Series 19 Conversion Date
9 q% P3 E2 c: _; q5 D) |. Cless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares# }7 X G5 A, |2 v$ w& M
Series 19 will be converted into Preferred Shares Series 18.& s& q& K2 \6 f6 N
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
0 P! t c! J( M( Y* Q, uSeries 19 will not be entitled as such to receive notice of, attend, or vote at,+ v. ]7 c7 Y* G A
any meeting of the shareholders of the Bank unless and until the first time at) n% l9 e5 Z/ a$ w. _, C* h
which the Board of Directors has not declared the whole dividend on the
% w; D4 b& A7 s+ M! i0 L8 z( j5 jPreferred Shares Series 19 in any quarter. In that event, subject as- R% M1 `$ ^- A8 y' Q9 e2 }
hereinafter provided, the holders of Preferred Shares Series 19 will be
( a$ e6 `2 I8 o5 L" F% h$ Z, w4 yentitled to receive notice of, and to attend, meetings of shareholders at which! p$ Z/ ^2 v9 ^+ V6 [' Q# _3 [
directors of the Bank are to be elected and will be entitled to one vote for
; B; t! z0 ~0 R9 }. leach Preferred Share Series 19 held. The voting rights of the holders of the
; O3 ]& J; f3 h: N3 m. Y' uPreferred Shares Series 19 will forthwith cease upon payment by the Bank of4 n& z: q- l( j2 i) [2 L3 \
the first dividend on the Preferred Shares Series 19 to which the holders are4 T2 q$ A0 j; X% D
entitled thereunder subsequent to the time such voting rights first arose until3 f+ o+ C. {! N' i, A( z! |8 e
such time as the Bank may again fail to declare the whole dividend on the
* T. H4 h. D5 g: e; b0 P. iPreferred Shares Series 19 in respect of any quarter, in which event such
7 [$ f6 Y6 B) _voting rights will become effective again and so on from time to time., t _$ _: b1 h2 a
S-6
[6 L7 R- N/ k% p6 E" nPriority: The preferred shares of each series of the Bank will rank on a parity with
4 U- c/ H6 @) K; B; }" eevery other series and are entitled to preference over the common shares of& O: G* l" a8 L- I
the Bank and over any other shares of the Bank ranking junior to the
, D4 v/ E* }9 b( v3 r6 X* M% j9 kpreferred shares with respect to the payment of dividends and upon any% _, H3 L! A/ s6 }/ Q
distribution of assets in the event of the liquidation, dissolution or+ a4 y1 b7 ?$ A+ g1 ]* V0 o
winding-up of the Bank.7 E' O/ h6 F3 X* H* a9 o6 U
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under* w% D" W" } o1 w2 Q
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares, h- p/ Y) C6 p# X. f" ]
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
0 D4 G g3 k' y! \1 Idividends received on such shares under Part IV.1 of such Act. |
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