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下面是BMO的:' c2 e& K- Y0 s
SUMMARY OF THE OFFERING1 M5 P8 c' H7 R* _0 c& T8 Y
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’’.
* I8 b3 A; U2 d F9 R2 YIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.# A1 ]' e' Z5 p( C* ^$ q
Amount: $150,000,000 (6,000,000 shares).
+ J* V) T" \0 A* QPrice and Yield: $25.00 per share to yield initially 6.50% per annum.8 ~. A: v- }" s8 m
Principal Characteristics of the Preferred Shares Series 18
! p# {+ `% J- ^2 `; C% dDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed& ~8 r: c6 n/ {
non-cumulative preferential cash dividends, as and when declared by the: ^/ |! Q" h+ ]6 C
Board of Directors, subject to the provisions of the Bank Act, for the initial+ x! Q5 ]. N/ ^) ?1 ^
period commencing on the closing date and ending on and including/ z: r& ^4 M7 f2 b4 P8 s9 Z! D: g
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
1 H+ s+ S1 d! Q" p1 F: E1 ~25th day of February, May, August and November in each year, at a rate' B* T4 h# ^0 x; }
equal to $0.40625 per share. The initial dividend, if declared, will be payable
9 [$ v4 o" u% KMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
1 M. z+ b' f8 _1 N, Y) ndate of December 11, 2008.; Y& D, B1 x5 E- \0 a/ a
For each five-year period after the Initial Fixed Rate Period (each, a3 N0 Y. v9 J& L8 I- D
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares6 Y5 [! } j9 Z* n1 s6 P6 i, e# z
Series 18 will be entitled to receive fixed non-cumulative preferential cash4 l: o4 j5 T% H8 J" h, J
dividends, as and when declared by the Board of Directors, subject to the
& S+ f& o! a# E/ Vprovisions of the Bank Act, payable quarterly on the 25th day of February,9 ~& r0 A# P' \: H! w" k+ p. O
May, August and November in each year, in the amount per share per annum6 N/ r- ~2 T: P& K' C6 B
determined by multiplying the Annual Fixed Dividend Rate applicable to
; l. U% c7 N8 h& vsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend* C4 _; C/ D' ~3 V) K
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the$ u8 i0 W/ V/ f8 ]
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day% v( H# F. X5 g
of such Subsequent Fixed Rate Period and will be equal to the sum of the
( @& w L6 J1 u Q, HGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
' ^* r! @% z8 L9 qplus 3.83%.% n) N. N* a& Z
If the Board of Directors does not declare a dividend, or any part thereof, on, D# x& B8 s& F/ G) | f
the Preferred Shares Series 18 on or before the dividend payment date for a: i# b. d& @- z+ v' ~
particular quarter, then the entitlement of the holders of the Preferred5 z8 g1 l) g ]7 \/ O2 N0 y
Shares Series 18 to receive such dividend, or to any part thereof, for such$ D7 g. |/ x' O& W8 b8 f
quarter will be forever extinguished.
- U7 V3 _" p" O& JRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
; p0 C7 Z% \1 T, r3 ~# tSuperintendent and to the provisions described below under ‘‘Details of the
, n9 [& p" K. `& Z! LOffering — Certain Provisions of the Preferred Shares Series 18 as a
& Z0 a! o' t) q7 QSeries — Restrictions on Dividends and Retirement of Shares’’, on
# R7 u" h! `% V7 g) [' p1 VFebruary 25, 2014 and on February 25 every five years thereafter, on not
, l7 U* M, P* c7 o: \more than 60 nor less than 30 days’ notice, the Bank may redeem all or any7 G5 a1 [- W+ w3 |$ Y+ ?
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
1 {$ T! n: @4 F2 Y( R+ cwithout the consent of the holder, by the payment of an amount in cash for
3 G O: @6 j; J. O) M/ geach such share so redeemed of $25.00 together with all declared and unpaid
$ Z$ ?% z1 _- f! a# Wdividends to the date fixed for redemption.2 d, r/ C1 B8 H$ B/ s: t
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
# ?# Q6 C- f( l& ~' l! |# HShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have2 I. x) I& u+ r/ B4 ?+ v( G
the right, at their option, to convert, on February 25, 2014 and on
, ]; F1 T! ] pS-4
" ]4 C0 j# M" I: K& b; AFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any+ Z# t0 p, V# \% W* R" [; N
or all of their Preferred Shares Series 18 into an equal number of Preferred
* i" y8 R0 g( t8 y z9 ^Shares Series 19 upon giving to the Bank notice thereof not earlier than
2 `( p/ ?: w& _30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
& {: y. x! f: O1 |preceding, a Series 18 Conversion Date.3 I, F9 ?2 H: v+ F7 X* P0 E5 r: S
Automatic Conversion If the Bank determines, after having taken into account all shares tendered: |( r/ R# B5 d
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares8 c. {2 e% j" W' Q) [! k
Series 19, as the case may be, that there would be outstanding on such
3 P- Q. S0 Z! PSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
( o. A* P' Q$ s' Osuch remaining number of Preferred Shares Series 18 will automatically be9 `3 J: r" G7 Y N1 s
converted on such Series 18 Conversion Date into an equal number of
/ c7 T9 p0 S# C- K" n/ z. |Preferred Shares Series 19. Additionally, if the Bank determines that, after% z/ e% g: o8 p2 |/ i
conversion, there would be outstanding on such Series 18 Conversion Date. c' m" l* w6 w, B& N
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
2 h0 J: q9 e& ]* Z2 }Series 18 will be converted into Preferred Shares Series 19.
3 W) e& b: h% Y: V5 r+ z9 z6 TVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" b/ d' i& h3 \( V* N d" A
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
* ]% U! V$ R: j% Oany meeting of the shareholders of the Bank unless and until the first time at+ B8 S' z. g- r' w; E
which the Board of Directors has not declared the whole dividend on the
( i" y9 W @4 ?) bPreferred Shares Series 18 in any quarter. In that event, subject as- b [# H& R0 x$ i) ]7 P$ K
hereinafter provided, the holders of Preferred Shares Series 18 will be
% C- H" @: r; b2 R& F; Y' B" Aentitled to receive notice of, and to attend, meetings of shareholders at which
' D9 D4 `" i4 w) Kdirectors of the Bank are to be elected and will be entitled to one vote for
7 Q( Z7 a% h# Ieach Preferred Share Series 18 held. The voting rights of the holders of the* E. |: b& b1 ~+ y7 L1 g
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of8 n5 X' B U- j8 d7 e2 k
the first dividend on the Preferred Shares Series 18 to which the holders are/ a' E/ N2 q7 x* @
entitled thereunder subsequent to the time such voting rights first arose until. L. p1 k& I3 {* q! q
such time as the Bank may again fail to declare the whole dividend on the/ B$ ]! A, J4 x1 O& I3 C
Preferred Shares Series 18 in respect of any quarter, in which event such
9 e" K( G0 s; O: o* ^& Avoting rights will become effective again and so on from time to time.
Z8 E" b- O2 N$ g0 Y- g8 Y/ }% TPrincipal Characteristics of the Preferred Shares Series 19
( f; G4 a) L/ E# H& |Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
! ?2 t+ `& J; R( Bfloating rate non-cumulative preferential cash dividends, as and when% v& R" q. r- g7 g
declared by the Board of Directors, subject to the provisions of the Bank Act,
) l! Q9 H# d/ y; \payable quarterly on the 25th day of February, May, August and November
, l- E7 h7 J$ i! C, x( d% l, Uin each year, in the amount per share determined by multiplying the
% ^5 w( D" S. t) r# w* b* Vapplicable Quarterly Floating Dividend Rate by $25.00.* A5 o7 n1 A+ p' S' E% `" V- Y
On the 30th day prior to the commencement of the initial quarterly dividend
. Y8 a9 g9 y6 k% Nperiod beginning on February 25, 2014, and on the 30th day prior to the first4 E$ v; Y2 r" G$ ^
day of each subsequent quarterly dividend period (the initial quarterly' I4 J {! j' H6 M2 f
dividend period and each subsequent quarterly dividend period is referred to
" O2 e$ U+ v) w2 has a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the9 ^# _" m. i @0 k6 Q& i2 ?) u; }
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
; x3 C1 w3 x+ q9 I' gPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
* q( I& W. ?8 L8 \0 |T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
+ w9 _5 T- o( I: B& c! X3 ]5 ~. velapsed in the applicable Quarterly Floating Rate Period divided by 365)2 _! `1 P" E) Y& ?4 M* H, n
determined on the 30th day prior to the first day of the applicable Quarterly
: a. x: j6 q0 G3 I$ l- q+ C' n+ n4 RFloating Rate Period.; Z2 j) A9 T& Y7 u
S-5: N' B# F7 j/ p# n. d
If the Board of Directors does not declare a dividend, or any part thereof, on
2 k. m8 ^0 A* E/ J+ M6 Xthe Preferred Shares Series 19 on or before the dividend payment date for a6 d+ k( f" Q# e1 m& q6 q
particular quarter, then the entitlement of the holders of the Preferred1 I% _3 S( X' o/ |9 Q" j, t- J
Shares Series 19 to receive such dividend, or to any part thereof, for such9 R7 _$ ?; b* B, s
quarter will be forever extinguished.1 |4 U/ o @( q! k& D# ?
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 U* B) Z+ G, ~/ F/ Z, E' W2 O" k! x- x3 K8 @Superintendent and to the provisions described below under the heading
$ ?4 j- p. u/ y1 I+ n& D, H! I" Y0 Q‘‘Details of the Offering — Certain Provisions of the Preferred Shares7 V9 |! M7 T) p! m
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,: w2 J, z0 { y6 @$ X: i
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
5 e2 p Z/ F( x. z8 a3 ?: v) Bor any part of the then outstanding Preferred Shares Series 19, at the Bank’s& e7 |5 A( W) C% w
option without the consent of the holder, by the payment of an amount in; z& Q! h: C- T( x& m
cash for each such share so redeemed of (i) $25.00 together with all declared
2 z1 ~; J: U( land unpaid dividends to the date fixed for redemption in the case of
5 V$ h9 F9 M8 C) O4 _redemptions on February 25, 2019 and on February 25 every five years
! K, M7 L) J6 g/ |0 \! t: Q& vthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
} t( H1 x% R* S3 o% m( Athe date fixed for redemption in the case of redemptions on any other date; H8 Q5 ]1 F" X$ O( T, ~
on or after February 25, 2014.
6 X' M! l) P2 T6 x3 [# dConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic1 E6 c: k" U3 [: E) Z1 o+ G
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
5 r& B7 x: `& _, Mthe right, at their option, to convert, on February 25, 2019 and on3 e0 P0 W( u; x3 g4 Y: X% U
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
5 l7 i/ I& }% _5 }/ @. B% h# T$ B1 cor all of their Preferred Shares Series 19 into an equal number of Preferred
( G! G) H9 z x8 k5 YShares Series 18 upon giving to the Bank written notice thereof not earlier
u) V' {9 O# b& E- |: `" tthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the8 r) _9 A9 B' }1 }* y5 K
15th day preceding, a Series 19 Conversion Date.
9 K; b6 \9 ^, w6 I0 z' e; J! P2 ]Automatic Conversion If the Bank determines, after having taken into account all shares tendered
& F5 _( _) { e+ P! sProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares: c) O8 [) y( t- m r& R
Series 18, as the case may be, that there would be outstanding on such
: x l4 w* h$ s5 _- aSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
9 U0 G3 E$ L- J2 n0 gsuch remaining number of Preferred Shares Series 19 will automatically be8 n6 a. J7 _6 l; E4 G) \
converted on such Series 19 Conversion Date into an equal number of) M# |* @6 ^ ?: w' _2 K9 C
Preferred Shares Series 18. Additionally, if the Bank determines that, after
1 G# J0 \& x* L; ] s. B m6 bconversion, there would be outstanding on such Series 19 Conversion Date- b0 L6 v L2 D" j$ S, `
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares" O4 u; F; D- F+ ~5 F
Series 19 will be converted into Preferred Shares Series 18.
0 `. _+ n9 V! v9 ]) f- gVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares1 i2 P; D2 | ?
Series 19 will not be entitled as such to receive notice of, attend, or vote at,* y. I6 `% h9 P' D: |7 x
any meeting of the shareholders of the Bank unless and until the first time at
, b( r1 V- ^- _) Ywhich the Board of Directors has not declared the whole dividend on the
8 C2 B2 f" K6 P. C* K( _Preferred Shares Series 19 in any quarter. In that event, subject as1 d5 f7 a% K3 B i% \4 Y2 L
hereinafter provided, the holders of Preferred Shares Series 19 will be
) ~1 j# ~0 L: c- R& f7 Gentitled to receive notice of, and to attend, meetings of shareholders at which
7 h) }4 f3 f. bdirectors of the Bank are to be elected and will be entitled to one vote for
# Y1 m# S+ X( _& ?- {; r) ueach Preferred Share Series 19 held. The voting rights of the holders of the
. H: ?' V0 F# [3 rPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
0 t) P! v. P0 {9 ^. Tthe first dividend on the Preferred Shares Series 19 to which the holders are
7 m$ D6 x7 P' F. Qentitled thereunder subsequent to the time such voting rights first arose until! m! S Q, M+ a, H: k+ U2 U
such time as the Bank may again fail to declare the whole dividend on the
* U5 E. p$ h; Q' x/ hPreferred Shares Series 19 in respect of any quarter, in which event such' a+ j) W& E I5 r$ q; y/ B
voting rights will become effective again and so on from time to time.
& c" G2 `" ]" `; ?& tS-6
! L& I$ h4 J' X9 e& w. @Priority: The preferred shares of each series of the Bank will rank on a parity with* {% | C G- o" b, R( w
every other series and are entitled to preference over the common shares of
% ]' q+ b$ |6 I. Dthe Bank and over any other shares of the Bank ranking junior to the* [* |7 Q$ v$ [! n
preferred shares with respect to the payment of dividends and upon any! Q5 r0 g; S, U1 R* O
distribution of assets in the event of the liquidation, dissolution or
) m( _" p, ]2 C% r1 _winding-up of the Bank.
- V" B* C, e$ k, A5 b# I4 xTax on Preferred Share The Bank will elect, in the manner and within the time provided under `6 r* B: l0 {+ ~
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares/ C- B \3 o5 _2 z1 Y8 V
Series 18 and Preferred Shares Series 19 will not be required to pay tax on; S9 ~4 h0 p v
dividends received on such shares under Part IV.1 of such Act. |
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