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发表于 2008-11-29 16:58
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下面是BMO的:$ e4 w4 J+ o' o. |) k
SUMMARY OF THE OFFERING7 S, a: Q; a( x* x8 ?
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’’.
. x- Z' ~8 ]( ^# JIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.! S. S" k. Y6 ^2 L& A+ Q
Amount: $150,000,000 (6,000,000 shares).: `% E5 Z2 P8 d! p2 ~" j+ z
Price and Yield: $25.00 per share to yield initially 6.50% per annum.4 C# f3 V/ C' @1 k
Principal Characteristics of the Preferred Shares Series 182 W/ H! t$ J7 s+ P0 `
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
) d* F+ B- f+ d: J4 z1 Z; Qnon-cumulative preferential cash dividends, as and when declared by the1 r0 p, j) N/ m/ Y6 R
Board of Directors, subject to the provisions of the Bank Act, for the initial
( T5 J# M6 l) [9 n8 Rperiod commencing on the closing date and ending on and including! y/ _; z" o3 b( Y$ T. H: \4 i
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the- H, [: }1 e& l, n
25th day of February, May, August and November in each year, at a rate
& |; \* y, u2 Kequal to $0.40625 per share. The initial dividend, if declared, will be payable
6 }+ ~+ S- M" FMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
8 `7 Y I# O$ b* r) Y7 W7 c- Edate of December 11, 2008.5 c7 ?' c+ A2 j- X' M2 `
For each five-year period after the Initial Fixed Rate Period (each, a
- E( | u/ L& m9 ]4 K‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
: E6 _- w6 i2 g; s# ? QSeries 18 will be entitled to receive fixed non-cumulative preferential cash
/ Z' u7 Z( M5 k7 K" Odividends, as and when declared by the Board of Directors, subject to the1 j" V( N5 V1 W
provisions of the Bank Act, payable quarterly on the 25th day of February,
5 w! q- k* m$ `May, August and November in each year, in the amount per share per annum
3 b, _# U6 u( j# D, Pdetermined by multiplying the Annual Fixed Dividend Rate applicable to" {3 R. }. r" @4 Y4 d; N& g: a
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
. G8 U5 u; g- E5 {Rate for the ensuing Subsequent Fixed Rate Period will be determined by the7 {/ a( ~ h' k' s8 H' i7 F
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day J3 Z* G! x# ]- P7 E9 _2 {
of such Subsequent Fixed Rate Period and will be equal to the sum of the
) P5 W( s: _( b g, S6 N3 jGovernment of Canada Yield on the applicable Fixed Rate Calculation Date+ L% a, Y6 x* B( o% V6 `, o9 W
plus 3.83%.
) n% h$ [5 W( gIf the Board of Directors does not declare a dividend, or any part thereof, on" ?9 E R; M6 ~% K" q
the Preferred Shares Series 18 on or before the dividend payment date for a
- Q8 K4 g6 f1 y. `2 @particular quarter, then the entitlement of the holders of the Preferred
1 M) Y4 |1 m8 Q6 C8 M- b) ]Shares Series 18 to receive such dividend, or to any part thereof, for such" m# ] Q% M8 F) G2 ^1 Y" z
quarter will be forever extinguished.
- ~; {% P; k# C! p1 a) cRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
1 ] h' \5 K: i# _Superintendent and to the provisions described below under ‘‘Details of the$ o# w8 I3 x- ?; t8 F
Offering — Certain Provisions of the Preferred Shares Series 18 as a
4 P# N' ~! U- X a5 n0 W) ESeries — Restrictions on Dividends and Retirement of Shares’’, on
% c, ?" |, Q, v' ?" QFebruary 25, 2014 and on February 25 every five years thereafter, on not* g' p) ?: V: {! U5 p9 E, }, ?
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any Y( ~5 a; v$ s' x! ?1 P
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
( v& Z1 k2 p: @3 owithout the consent of the holder, by the payment of an amount in cash for, N3 v1 N& L+ I0 V+ f& i+ F* n( o
each such share so redeemed of $25.00 together with all declared and unpaid
/ q b5 ]' `/ i2 `! Cdividends to the date fixed for redemption.
4 c& T1 p4 I, H3 w: ZConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic7 }7 }$ i' b( E+ P- k9 P$ I l
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have7 F: w7 Q8 t6 D# s% j
the right, at their option, to convert, on February 25, 2014 and on# o8 Z3 v: A7 Q0 N
S-4% o# ^0 f) R8 f; Q# ~4 _
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
8 d: [* T' d3 V2 ior all of their Preferred Shares Series 18 into an equal number of Preferred
: Z. k) V) A0 d$ |Shares Series 19 upon giving to the Bank notice thereof not earlier than# ^/ `$ N. F* o1 _ @" Q+ T
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
$ F/ d3 c! K F, m+ R2 _8 a4 t! fpreceding, a Series 18 Conversion Date.
3 t+ G5 [3 }: SAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
1 M% W U4 k. p8 kProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares8 D7 ~ C$ B/ F$ E+ H
Series 19, as the case may be, that there would be outstanding on such b/ ^3 c! o! e' f1 C
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
g* r) A( ]9 j$ {such remaining number of Preferred Shares Series 18 will automatically be. t1 B3 \5 k% m- l0 p
converted on such Series 18 Conversion Date into an equal number of
+ M3 e# m- x# cPreferred Shares Series 19. Additionally, if the Bank determines that, after) R) Q6 X6 q- \% C. v! g
conversion, there would be outstanding on such Series 18 Conversion Date
) W: a/ L' X0 `- Nless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares" V4 \1 T- M. M* Y% X g! I2 W
Series 18 will be converted into Preferred Shares Series 19.
/ _ a2 u4 H1 q9 k6 tVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" o+ f1 J0 @0 [
Series 18 will not be entitled as such to receive notice of, attend, or vote at," z3 z1 m: d$ C
any meeting of the shareholders of the Bank unless and until the first time at) }, @9 m. z. x- f5 @" o
which the Board of Directors has not declared the whole dividend on the* o9 \6 I1 m7 B% s! z+ d) M! F
Preferred Shares Series 18 in any quarter. In that event, subject as5 D2 d$ n" V0 m/ c* O9 D3 \/ I8 F9 l
hereinafter provided, the holders of Preferred Shares Series 18 will be$ U2 D% A1 @0 A( a
entitled to receive notice of, and to attend, meetings of shareholders at which
% N& S: N6 H. W# q* `9 v; [0 idirectors of the Bank are to be elected and will be entitled to one vote for4 J" ]" ~; C9 C1 P
each Preferred Share Series 18 held. The voting rights of the holders of the
' }1 r0 }) I$ G: B6 h' U$ S9 @& `& ?Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
2 h. g+ U0 q( pthe first dividend on the Preferred Shares Series 18 to which the holders are. b. |+ o" t- \" Z( R$ q6 u: \
entitled thereunder subsequent to the time such voting rights first arose until3 f$ [; Y4 V2 m3 I e9 B
such time as the Bank may again fail to declare the whole dividend on the+ [4 L2 O, b6 X, Y
Preferred Shares Series 18 in respect of any quarter, in which event such9 d( B4 P2 n; m/ p* i& J* w
voting rights will become effective again and so on from time to time.
. @& Y- R' ?; g" O' f. V( R3 f6 jPrincipal Characteristics of the Preferred Shares Series 19
7 N0 k1 R: k" u: F# @3 [" PDividends: The holders of the Preferred Shares Series 19 will be entitled to receive* e% @. e2 c( y( B3 t+ r( G! {* ?9 q
floating rate non-cumulative preferential cash dividends, as and when2 f( X5 ^8 ]% K( j# T" D
declared by the Board of Directors, subject to the provisions of the Bank Act,
+ Q2 K* v2 y8 M& V7 ?payable quarterly on the 25th day of February, May, August and November$ ~/ v% g, M% o# t* t; R& R
in each year, in the amount per share determined by multiplying the8 d S- ^+ R( F5 [) U
applicable Quarterly Floating Dividend Rate by $25.00.2 T! z6 @: d p* `; t8 _4 |
On the 30th day prior to the commencement of the initial quarterly dividend0 `' E% H5 u) E, |
period beginning on February 25, 2014, and on the 30th day prior to the first
+ f% V/ ^* V4 `; x3 z: C4 wday of each subsequent quarterly dividend period (the initial quarterly
& V6 C6 R: L' Z+ z2 odividend period and each subsequent quarterly dividend period is referred to
. s7 V2 D" O. h+ C" E) i! [8 Fas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the0 c9 T2 j7 v7 e3 f
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
% e# A) W" g2 w+ l) x7 `3 t2 WPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the$ E- x+ g$ q6 K. l& O3 r
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
3 q A& p9 i; A7 A* aelapsed in the applicable Quarterly Floating Rate Period divided by 365)
4 ~8 z% Q2 j& ?- L' ddetermined on the 30th day prior to the first day of the applicable Quarterly1 @# s2 S+ L- x2 @3 ]9 N
Floating Rate Period.) ?1 T4 A% l3 q( \6 I
S-5! ]! j, E4 v8 j1 H: S, D& i# Y
If the Board of Directors does not declare a dividend, or any part thereof, on
/ a2 J' ]; Z$ i0 H w, b/ ethe Preferred Shares Series 19 on or before the dividend payment date for a" c* X9 J" t6 Z' p; C+ o% P' e
particular quarter, then the entitlement of the holders of the Preferred
. U( D J3 u& }/ r/ H) iShares Series 19 to receive such dividend, or to any part thereof, for such
; g1 k% h" V/ d" ^# Oquarter will be forever extinguished.
/ C. j8 i7 y- |Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
& ]8 O. V' K- \0 c+ oSuperintendent and to the provisions described below under the heading
& _0 \9 |# ]7 S‘‘Details of the Offering — Certain Provisions of the Preferred Shares
- o' Z2 M! J. R; x4 SSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,% i8 L! d/ S* k
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
0 d' p" y2 R6 k( E% z I( w, W5 d: gor any part of the then outstanding Preferred Shares Series 19, at the Bank’s. ~. O! a2 F" u
option without the consent of the holder, by the payment of an amount in$ B8 O) ^ P9 B e
cash for each such share so redeemed of (i) $25.00 together with all declared) }. Y c4 W( L
and unpaid dividends to the date fixed for redemption in the case of
. J) P) ^1 D+ [ C* F% v1 Y, e1 {. i' ?redemptions on February 25, 2019 and on February 25 every five years2 K4 H& Y9 T. e; M( ~
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
) N% }2 D [* `" w/ mthe date fixed for redemption in the case of redemptions on any other date# G) g$ f! o" ]; d0 c
on or after February 25, 2014.
# H1 i6 W4 v) k0 r8 ]. C1 V9 W' hConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic' b1 X, a6 s# i# W9 I, J- {/ z
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have. o" q7 |; B; K
the right, at their option, to convert, on February 25, 2019 and on& J$ |: d" V0 ~7 W' s, b
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any' m5 p: ^# v- x! Z; }. z
or all of their Preferred Shares Series 19 into an equal number of Preferred% }0 {* Z! O$ |) w4 _1 l4 z \* _. ?" M
Shares Series 18 upon giving to the Bank written notice thereof not earlier
- P/ g. X% C/ P. t8 F9 g& w- ethan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the* t3 n0 q* T9 Q% _! P5 E+ L
15th day preceding, a Series 19 Conversion Date.
) O: b$ s l: q5 c/ Q9 ]Automatic Conversion If the Bank determines, after having taken into account all shares tendered
4 u' z) `6 t) Z4 I% p5 p" nProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares/ g7 G. C" e( q6 ^, s9 k U) ^
Series 18, as the case may be, that there would be outstanding on such
9 M- ~- e- C- o% z" w8 @" [Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,3 \9 K8 W; g- s4 Y$ G2 c
such remaining number of Preferred Shares Series 19 will automatically be: F: U6 }; z; V3 d. N
converted on such Series 19 Conversion Date into an equal number of
+ E( Q& U% T- g6 w3 f" Z3 w5 BPreferred Shares Series 18. Additionally, if the Bank determines that, after) f# A+ M( @! l# o
conversion, there would be outstanding on such Series 19 Conversion Date
5 U0 \2 {# a8 H; K- iless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares b% I- [5 j4 _. y- h0 @# ~
Series 19 will be converted into Preferred Shares Series 18.$ K+ J5 ^1 U) F) X3 A4 W
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares+ W% `$ \% W Z
Series 19 will not be entitled as such to receive notice of, attend, or vote at,* v! |4 n W3 H$ T$ h+ [5 T; m, p8 L |% p
any meeting of the shareholders of the Bank unless and until the first time at: P; t+ r8 f8 F e
which the Board of Directors has not declared the whole dividend on the8 U3 [0 V4 Z4 a5 z0 Q% H% I. r# N
Preferred Shares Series 19 in any quarter. In that event, subject as
# {5 ~' o3 j9 p3 F" G( ~# Phereinafter provided, the holders of Preferred Shares Series 19 will be# \; M) [7 |+ `' S+ F0 Z+ E3 ?
entitled to receive notice of, and to attend, meetings of shareholders at which
6 Z& c2 H) q% `! ~% X4 N' Z% Qdirectors of the Bank are to be elected and will be entitled to one vote for# z$ i s6 @# o7 M) U$ Y; j% r
each Preferred Share Series 19 held. The voting rights of the holders of the
: Q: m3 E4 ?6 Y1 r- \1 T$ yPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
% K! T; M6 j, Othe first dividend on the Preferred Shares Series 19 to which the holders are
0 \# @6 m' J- y3 Bentitled thereunder subsequent to the time such voting rights first arose until) B6 q6 q+ |# y" w
such time as the Bank may again fail to declare the whole dividend on the0 N0 X2 L$ a# `' l" A
Preferred Shares Series 19 in respect of any quarter, in which event such
7 y7 o: n9 h8 c" V5 o! u% v( c" nvoting rights will become effective again and so on from time to time.2 \, h4 t i9 d4 }; D. j5 U
S-6+ q' N2 t, d3 _* o
Priority: The preferred shares of each series of the Bank will rank on a parity with* {* ]2 l& N9 j- c
every other series and are entitled to preference over the common shares of+ m% S" a' H3 Z0 C' [" C) M
the Bank and over any other shares of the Bank ranking junior to the
6 V" d% V6 T+ c7 Upreferred shares with respect to the payment of dividends and upon any. L8 l+ G# Q* v& G& E( O- `% ?
distribution of assets in the event of the liquidation, dissolution or6 n5 {$ E+ ~ ^
winding-up of the Bank.# q* a: Y b& j
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under3 I D. d# ?) ]- O# S
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
3 Z/ G7 n( v$ g3 YSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
1 c( a( T6 A8 u9 T) k7 C3 ]dividends received on such shares under Part IV.1 of such Act. |
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