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发表于 2008-11-29 16:58
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下面是BMO的:( Q. M( L8 H, ~ s
SUMMARY OF THE OFFERING
* c$ B# e( r3 q0 f2 q; c, n" H* jThis 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’’." _+ k+ f4 w1 c: ?9 ~
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
; l+ y4 r( F0 GAmount: $150,000,000 (6,000,000 shares).
1 o [( F" C9 ~* G/ t0 q I8 M. q8 TPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
, T/ t8 j; x+ o! N" k) z' t( X7 RPrincipal Characteristics of the Preferred Shares Series 18+ j7 _& W: i. v$ i4 w
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed$ r% {, y# G; K) E7 Q
non-cumulative preferential cash dividends, as and when declared by the4 u4 d( i# W& L; V4 [6 [) s
Board of Directors, subject to the provisions of the Bank Act, for the initial% {; S: l5 F' A- Z( s$ w7 @( D
period commencing on the closing date and ending on and including
& r+ W3 B N2 a2 z' f0 E' [& lFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the, r5 k1 z) d, P
25th day of February, May, August and November in each year, at a rate
' d" }+ U) Y ]* }1 W Iequal to $0.40625 per share. The initial dividend, if declared, will be payable- e$ f7 V/ e: k; \, q
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
$ _! B9 o" L7 N& r* U/ z9 C2 n5 rdate of December 11, 2008.
% N( r' a: }& m% eFor each five-year period after the Initial Fixed Rate Period (each, a
/ f7 R1 a# G& J: }: B2 |‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares& M* O. ~ O# Z/ `
Series 18 will be entitled to receive fixed non-cumulative preferential cash
* i' {& }7 n$ C: [; _dividends, as and when declared by the Board of Directors, subject to the( t0 N" {+ ]- N& v" V) o
provisions of the Bank Act, payable quarterly on the 25th day of February,
4 Q/ r5 ^0 `' ^0 Q. g [4 yMay, August and November in each year, in the amount per share per annum
, J+ h' s+ Q# F) R5 o( C" q% odetermined by multiplying the Annual Fixed Dividend Rate applicable to1 l5 l+ y. Y/ j! Z1 B
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
5 `2 N" X% E7 L% ARate for the ensuing Subsequent Fixed Rate Period will be determined by the
; C+ \. S& o, R2 Q9 v3 s+ J qBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
6 q* v8 M* J0 nof such Subsequent Fixed Rate Period and will be equal to the sum of the# d5 F: a" E( F) x" p' ^
Government of Canada Yield on the applicable Fixed Rate Calculation Date
+ L) b/ j6 r2 M( dplus 3.83%.
$ q. f9 A5 _/ ?" mIf the Board of Directors does not declare a dividend, or any part thereof, on
. t; d7 t# _ Y/ v9 X$ othe Preferred Shares Series 18 on or before the dividend payment date for a
) z- n1 ]2 {/ C9 Vparticular quarter, then the entitlement of the holders of the Preferred
9 u4 b1 [1 w( xShares Series 18 to receive such dividend, or to any part thereof, for such
" _) M; I9 X+ i- |$ o* n+ kquarter will be forever extinguished.
* F! L% z$ B( ]0 }8 Y7 t, P5 H, T; w+ Z9 gRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
- w3 ^5 V( q2 ]* c* ZSuperintendent and to the provisions described below under ‘‘Details of the
. i( V- a8 `2 a( C4 hOffering — Certain Provisions of the Preferred Shares Series 18 as a4 Y% P7 A- ~- L& Y
Series — Restrictions on Dividends and Retirement of Shares’’, on* }7 T2 }# Y; R+ J" _+ b* p$ q+ o7 y
February 25, 2014 and on February 25 every five years thereafter, on not4 o4 M8 y4 w; ~$ E
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any* A" t* A5 l" R; r2 C3 }, k, ]; s
part of the then outstanding Preferred Shares Series 18, at the Bank’s option$ `- B, _0 a1 H; w* O# m) \
without the consent of the holder, by the payment of an amount in cash for
/ n9 b( ]% D! l+ Y/ Teach such share so redeemed of $25.00 together with all declared and unpaid
^5 w! o0 c3 e7 Cdividends to the date fixed for redemption.
: S* X2 P' c3 u: B: L* K2 d2 mConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic2 V2 p; C1 Q H% }* z
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
$ }2 x% E2 a" y s. }/ }the right, at their option, to convert, on February 25, 2014 and on
3 H: `/ d+ Q& k' U/ Y) x0 f/ V" yS-4
1 B8 Y* `; w/ c. vFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any( r! U% H3 K5 @" H$ U+ L
or all of their Preferred Shares Series 18 into an equal number of Preferred
: d! h" e1 W- Q, [: B# M* ]Shares Series 19 upon giving to the Bank notice thereof not earlier than5 ^& n* W# P: J4 J$ n0 o- z0 M! `% N
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day" k! x- @ q: G/ u
preceding, a Series 18 Conversion Date.# y4 ]) ?6 t: b! }$ @: ], o
Automatic Conversion If the Bank determines, after having taken into account all shares tendered% G% R/ c& D. T7 v) ]
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares8 c' X# }8 L o
Series 19, as the case may be, that there would be outstanding on such
2 Y+ [+ A9 {* m. f( LSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,8 B. S$ B: s4 o4 A f
such remaining number of Preferred Shares Series 18 will automatically be) A! }" G; r5 |9 L; Q' O& P
converted on such Series 18 Conversion Date into an equal number of
4 Y2 ^% A+ \, zPreferred Shares Series 19. Additionally, if the Bank determines that, after# S# ]8 I- C$ Y; j
conversion, there would be outstanding on such Series 18 Conversion Date
_% v* w2 N& R# a9 G+ zless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
, `' n0 U$ N- oSeries 18 will be converted into Preferred Shares Series 19.7 h3 @$ W" W# B: f9 `4 q, e
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
! Q! E" L: g. iSeries 18 will not be entitled as such to receive notice of, attend, or vote at, X; b+ n! M5 w3 [
any meeting of the shareholders of the Bank unless and until the first time at$ |0 O2 D9 y P" n, Y/ @
which the Board of Directors has not declared the whole dividend on the; Y1 U5 F% G! K' Y# W
Preferred Shares Series 18 in any quarter. In that event, subject as
+ {: S r1 ]0 N8 g1 \* N8 J! ?hereinafter provided, the holders of Preferred Shares Series 18 will be) D: \( X% B; t8 l9 {
entitled to receive notice of, and to attend, meetings of shareholders at which% T3 f: d4 N4 d6 {. V. u
directors of the Bank are to be elected and will be entitled to one vote for
9 b4 [- K- n3 J* L* Deach Preferred Share Series 18 held. The voting rights of the holders of the9 E1 X8 A9 m7 E7 e B& l/ w1 @0 X1 w
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
' h/ }; V6 S7 ~/ ] V! m/ r% ithe first dividend on the Preferred Shares Series 18 to which the holders are5 I7 `9 X! \% T) T2 n: \- s6 h
entitled thereunder subsequent to the time such voting rights first arose until
* }4 E0 O" [3 Bsuch time as the Bank may again fail to declare the whole dividend on the
/ |6 D0 f6 F2 F( _; p& V) y* _Preferred Shares Series 18 in respect of any quarter, in which event such
, e; r) n! A+ q# O% kvoting rights will become effective again and so on from time to time.% ~3 D7 k( a: N3 y6 ^" d
Principal Characteristics of the Preferred Shares Series 19% X* p/ W, v+ R/ U: |
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive( }, W- e Y* z3 M j
floating rate non-cumulative preferential cash dividends, as and when
# V: j% t. u7 x, t4 [3 |9 q3 P2 \declared by the Board of Directors, subject to the provisions of the Bank Act,
7 H5 B# V1 _( N+ p- [payable quarterly on the 25th day of February, May, August and November; _1 ~: b4 @- D) d' V& x( M* r
in each year, in the amount per share determined by multiplying the; f) Y( d. |7 d( u4 v+ Q
applicable Quarterly Floating Dividend Rate by $25.00.; b! V) B' s6 o5 w Y7 w
On the 30th day prior to the commencement of the initial quarterly dividend
) r$ V* l5 e6 X- xperiod beginning on February 25, 2014, and on the 30th day prior to the first
' `/ o0 f! ]& ~day of each subsequent quarterly dividend period (the initial quarterly
, u u y, U- H( Cdividend period and each subsequent quarterly dividend period is referred to& c7 I+ O- T8 ~* |1 ?* l% O, F7 Q
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the. E4 e; V4 Q' W( y) f; _
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
5 K3 ~6 ]8 Q! A0 ?1 GPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
_* U, b" |) L t+ kT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
5 N- x3 K/ ?% {# lelapsed in the applicable Quarterly Floating Rate Period divided by 365)
$ f; \ v) Q2 K1 R/ r7 udetermined on the 30th day prior to the first day of the applicable Quarterly
! d. h8 i0 A; O( P9 w% P5 OFloating Rate Period.
1 {+ r$ o1 l0 I3 rS-59 B5 e j- r& ^6 v+ r. ?
If the Board of Directors does not declare a dividend, or any part thereof, on
4 I/ B9 g7 P; N% g/ D+ l. Mthe Preferred Shares Series 19 on or before the dividend payment date for a" j* {( R3 Z0 }; W1 C
particular quarter, then the entitlement of the holders of the Preferred
3 x' _" p- ]) b2 H% D! a PShares Series 19 to receive such dividend, or to any part thereof, for such6 Y+ l4 }# {9 ]( F% E! e
quarter will be forever extinguished.
( C$ t9 s/ L. E6 O. mRedemption: Subject to the provisions of the Bank Act and to the prior consent of the) r) f6 O I# @+ ^# c/ ^
Superintendent and to the provisions described below under the heading) s& K- }: h- G" b! M
‘‘Details of the Offering — Certain Provisions of the Preferred Shares' t/ _( ~8 k" ^. K5 _# q
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,( {9 b- u5 E+ e. [( l& Y6 p
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all3 {% Z( Z4 `+ V* a% n' K- s7 H
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
4 x' J% {* Q# P5 E* z X. G( Moption without the consent of the holder, by the payment of an amount in
, u& A: D& o( o% q- ?2 e. u" kcash for each such share so redeemed of (i) $25.00 together with all declared
2 Z# I' Z6 ~3 V) Eand unpaid dividends to the date fixed for redemption in the case of
$ d# O3 t) [8 O$ L3 Xredemptions on February 25, 2019 and on February 25 every five years# ]% S4 W5 y; j. C0 b( z
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to+ A0 x# t5 e5 X4 N: c0 d, j" B4 b b
the date fixed for redemption in the case of redemptions on any other date$ x( d: @0 X) s8 K
on or after February 25, 2014.
) B- q6 A. M( `- `0 JConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
' p$ C) N. }; S( hShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have7 L9 t( M# E% b# ^" B4 u
the right, at their option, to convert, on February 25, 2019 and on
2 Z4 K% i" J! KFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any' T: {* ~% z5 I* u
or all of their Preferred Shares Series 19 into an equal number of Preferred
4 E( ?, ?9 k9 w4 \Shares Series 18 upon giving to the Bank written notice thereof not earlier
: b p" ]2 S/ R3 q5 |3 ]than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
/ z! |1 g2 d1 J: A6 |7 y15th day preceding, a Series 19 Conversion Date.& V; L. C7 U* w
Automatic Conversion If the Bank determines, after having taken into account all shares tendered- ^# p" u8 f3 o5 B4 a; U8 l
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
9 [6 R# ~' Z0 {/ f" x% GSeries 18, as the case may be, that there would be outstanding on such
( Y% }- m0 j* o( hSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
l: _% A) ^0 T7 l+ h( o- [7 H( Msuch remaining number of Preferred Shares Series 19 will automatically be0 c6 n/ i- B/ T- r r6 u
converted on such Series 19 Conversion Date into an equal number of" s& ~& i5 g* |
Preferred Shares Series 18. Additionally, if the Bank determines that, after
# F2 i, x$ f4 ^$ O+ Gconversion, there would be outstanding on such Series 19 Conversion Date; e% G4 q! F$ t H% S" q
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
4 h/ H$ m, r$ n& J. b) N! R( ZSeries 19 will be converted into Preferred Shares Series 18.
# V( @/ z" j/ H' SVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares3 K+ M/ H: _3 P/ t3 P, N' @+ e5 X$ _
Series 19 will not be entitled as such to receive notice of, attend, or vote at,/ X. f& V( W: @0 W1 L: ?
any meeting of the shareholders of the Bank unless and until the first time at( M, @0 v4 y8 L, a1 b6 U- Z8 U9 C5 r
which the Board of Directors has not declared the whole dividend on the6 T$ @) D# R! y; v
Preferred Shares Series 19 in any quarter. In that event, subject as1 B# |7 V9 A; T# Q$ [+ X+ ]
hereinafter provided, the holders of Preferred Shares Series 19 will be
{( X7 e0 V+ Z# d( Fentitled to receive notice of, and to attend, meetings of shareholders at which
, U1 j; L) u# j3 |8 rdirectors of the Bank are to be elected and will be entitled to one vote for% m; W, D2 c: q9 P: I F
each Preferred Share Series 19 held. The voting rights of the holders of the- J, d8 Q p8 D* ]$ q
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
8 x- x0 E4 j! Y$ ithe first dividend on the Preferred Shares Series 19 to which the holders are
5 Q& {5 [' n/ q( x e, x4 W6 `entitled thereunder subsequent to the time such voting rights first arose until% M1 I: P) ^5 m0 M1 T- k
such time as the Bank may again fail to declare the whole dividend on the
0 m7 E1 G) \/ }* N0 B5 kPreferred Shares Series 19 in respect of any quarter, in which event such/ i, D9 `- Y8 Z- e! O3 s5 z
voting rights will become effective again and so on from time to time.* z+ \) r( ?7 R# Q. b+ W) D4 w
S-6
8 y7 r$ E# T# T2 ?8 KPriority: The preferred shares of each series of the Bank will rank on a parity with( P7 H5 L/ x# U. W8 j; R
every other series and are entitled to preference over the common shares of# j( ^7 ?1 x, N0 R7 @- l# {& i& p
the Bank and over any other shares of the Bank ranking junior to the5 O9 I6 \9 v7 M
preferred shares with respect to the payment of dividends and upon any
`/ O( }- V3 e4 ?distribution of assets in the event of the liquidation, dissolution or9 W! E! G' F$ [4 V7 Q( I
winding-up of the Bank.$ ]9 q4 w1 f: r: k l
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
0 K1 U, E3 H/ I1 F9 h! s4 F- jDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
1 }! n8 J+ V- u5 d. E, Y) [. G; OSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
7 {5 B( [+ `! q: edividends received on such shares under Part IV.1 of such Act. |
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