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发表于 2008-11-29 16:58
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下面是BMO的: @0 `3 |/ i" p# c" ^: S
SUMMARY OF THE OFFERING
I2 f# S1 u8 R0 oThis 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’’.% N& `; e8 u2 z9 S3 h
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18./ Z1 }3 v3 l- }: P5 n* \- |
Amount: $150,000,000 (6,000,000 shares).
* J: t+ g6 Z1 p, e( T$ EPrice and Yield: $25.00 per share to yield initially 6.50% per annum.: g; W. r a b: H' U |
Principal Characteristics of the Preferred Shares Series 18$ `/ B& X+ I& v( E
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed5 k3 D$ T# }7 Q0 k4 X
non-cumulative preferential cash dividends, as and when declared by the
R9 o: o1 b' X; \# C$ J+ ^) Y; ^Board of Directors, subject to the provisions of the Bank Act, for the initial. j; p6 C; Z# M" J9 L g7 T" d
period commencing on the closing date and ending on and including$ c- _7 {& ?1 ?, z. b% Y+ V' V
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
* b' ^ R4 M8 ~: n- J25th day of February, May, August and November in each year, at a rate8 P9 q5 j, v7 i; C
equal to $0.40625 per share. The initial dividend, if declared, will be payable2 O1 N' C7 h( y+ F+ S" E! ~
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing# D: M9 [5 E+ d: {. B! T
date of December 11, 2008.
7 `1 J* m3 M' T- pFor each five-year period after the Initial Fixed Rate Period (each, a
& d& `! G# P* W‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
1 h, V/ `# {9 O9 N( I5 O2 H- w4 R2 U* @% fSeries 18 will be entitled to receive fixed non-cumulative preferential cash
/ D8 \% v) {2 `! ddividends, as and when declared by the Board of Directors, subject to the
% A0 @9 P- }1 e; r6 T( O( hprovisions of the Bank Act, payable quarterly on the 25th day of February,# d9 B. S6 T# x/ ]
May, August and November in each year, in the amount per share per annum
3 D( x2 ?6 W6 j) u3 M& Sdetermined by multiplying the Annual Fixed Dividend Rate applicable to' C% h/ a/ I. N6 U
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend* o% b' V1 V+ T% h5 n2 h
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
1 c$ l! `1 L( eBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day7 K ^! {% Q1 E7 D' t* X
of such Subsequent Fixed Rate Period and will be equal to the sum of the
5 C, Z7 Q: E* J* |4 eGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
, P- X4 F2 l: a6 Q; wplus 3.83%.
6 T+ i" s& q4 QIf the Board of Directors does not declare a dividend, or any part thereof, on- a( J5 u* G( N5 O V, t5 M' w+ _
the Preferred Shares Series 18 on or before the dividend payment date for a8 E6 K: F- B9 P
particular quarter, then the entitlement of the holders of the Preferred
3 _6 J" x/ I" O3 K4 DShares Series 18 to receive such dividend, or to any part thereof, for such: ]+ Y c" w. K/ h
quarter will be forever extinguished.& W! w3 u' z2 |# u6 L" }- L; p' g
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the* d0 l* N" M' s9 n( p
Superintendent and to the provisions described below under ‘‘Details of the: b" I. W( v1 }5 G/ w0 I
Offering — Certain Provisions of the Preferred Shares Series 18 as a
/ r( i! w% S7 V# vSeries — Restrictions on Dividends and Retirement of Shares’’, on: H" h: k D# A6 Q! `# h
February 25, 2014 and on February 25 every five years thereafter, on not
V$ I. R) W! Smore than 60 nor less than 30 days’ notice, the Bank may redeem all or any5 U" N( T m2 n) L1 l) K) j: i9 S
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
0 D* c0 } d4 {9 V Nwithout the consent of the holder, by the payment of an amount in cash for5 r& u0 X k r1 p) T2 ]: }
each such share so redeemed of $25.00 together with all declared and unpaid6 m9 B; H1 `+ i3 A! G
dividends to the date fixed for redemption.- u) H! A: P( j) M0 Q7 c5 t
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic, }+ H8 d i5 x
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have) V0 C' A3 X5 e
the right, at their option, to convert, on February 25, 2014 and on
: i) z' ^7 N0 V! [) f3 lS-4- q$ i0 [" k5 |' a9 m1 F
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
5 o/ v, A9 L7 U7 Y, T0 j! V8 Ror all of their Preferred Shares Series 18 into an equal number of Preferred
! ]- O0 R4 z# D; `! ]2 {! W, AShares Series 19 upon giving to the Bank notice thereof not earlier than
5 K6 q/ L8 A( I: P30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
1 c: \% Z, g/ jpreceding, a Series 18 Conversion Date.% z; [* [( {+ ^" Z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
' O7 R F. H% j$ z. e. D7 K1 zProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
$ K# X+ K& D5 Q) I! uSeries 19, as the case may be, that there would be outstanding on such
3 w' K, Q n7 m2 ySeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,$ J) p+ o; Y) t) l) w
such remaining number of Preferred Shares Series 18 will automatically be0 q# z' d, u* g" [' v7 }/ v& u8 |
converted on such Series 18 Conversion Date into an equal number of" J/ a. z( A5 z- _- F \
Preferred Shares Series 19. Additionally, if the Bank determines that, after/ {: P3 [' D5 y+ w
conversion, there would be outstanding on such Series 18 Conversion Date
2 U) N. o5 ]$ Tless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares8 y. Q6 W9 R% M# U
Series 18 will be converted into Preferred Shares Series 19.( x3 v/ y! [3 o4 t3 I) f
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ S/ Y7 ]3 k$ ?2 S, d5 X
Series 18 will not be entitled as such to receive notice of, attend, or vote at,* J0 k* d& W; G/ V: {7 A
any meeting of the shareholders of the Bank unless and until the first time at
/ X& _3 s+ c8 F8 Swhich the Board of Directors has not declared the whole dividend on the! c% G* @- V. q% d) w9 Z- X
Preferred Shares Series 18 in any quarter. In that event, subject as
6 ^: M7 L/ t0 c1 r/ W. j7 nhereinafter provided, the holders of Preferred Shares Series 18 will be
/ d% r: o( G: r2 A7 oentitled to receive notice of, and to attend, meetings of shareholders at which( K' u4 \* e3 z% Q
directors of the Bank are to be elected and will be entitled to one vote for
+ K6 a! [) q' t- Leach Preferred Share Series 18 held. The voting rights of the holders of the
* W, a, i6 _9 I6 bPreferred Shares Series 18 will forthwith cease upon payment by the Bank of. Z& u- I6 R9 {: b( B9 S8 y+ s
the first dividend on the Preferred Shares Series 18 to which the holders are
2 l5 x' h# f( z, p/ G# `entitled thereunder subsequent to the time such voting rights first arose until
0 h: {8 T7 f( P9 W, _such time as the Bank may again fail to declare the whole dividend on the
) Z+ ` r* v6 [& W" q# Y7 z; tPreferred Shares Series 18 in respect of any quarter, in which event such
2 t- d9 K4 S2 {3 y" j* hvoting rights will become effective again and so on from time to time.
+ q0 p- @0 [' S- Y' Z, Z8 tPrincipal Characteristics of the Preferred Shares Series 199 ^- j: B6 m2 [, w8 k
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
5 W9 Z. _' s& {8 m# qfloating rate non-cumulative preferential cash dividends, as and when
. W2 i; G9 U% p$ _1 |* C, ?declared by the Board of Directors, subject to the provisions of the Bank Act,; b, S" [; U! m( o
payable quarterly on the 25th day of February, May, August and November+ X% v) _& H7 t6 w
in each year, in the amount per share determined by multiplying the
" ^7 t3 u$ r3 U% H$ capplicable Quarterly Floating Dividend Rate by $25.00.: G* W* A9 v) ^
On the 30th day prior to the commencement of the initial quarterly dividend
% e" N+ k3 X0 Operiod beginning on February 25, 2014, and on the 30th day prior to the first
% [: e) L5 X5 G3 o- Xday of each subsequent quarterly dividend period (the initial quarterly
* t" o# J' p) y; y; w( S! vdividend period and each subsequent quarterly dividend period is referred to n7 P( b- a/ V0 w3 d% ?7 p8 j
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the& T j8 J; c" d& ? w
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate8 ~2 f6 T0 T, O6 b- q( _
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the# f; j6 t" K. C9 V' p2 |+ x
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days' b c7 q3 x, K
elapsed in the applicable Quarterly Floating Rate Period divided by 365)$ _6 e7 l7 q) f1 ]% l
determined on the 30th day prior to the first day of the applicable Quarterly. ]8 k1 [! W' B# _( U5 R
Floating Rate Period.0 }" G5 E) _. r" R7 Z
S-5
% y; @/ ?" A1 @, U: Y; Q* gIf the Board of Directors does not declare a dividend, or any part thereof, on
: K7 S: U$ z) f! k$ P/ Rthe Preferred Shares Series 19 on or before the dividend payment date for a" {, {, k' u& q3 R
particular quarter, then the entitlement of the holders of the Preferred
" a! B- X8 d# j8 g$ y6 G0 b3 k: oShares Series 19 to receive such dividend, or to any part thereof, for such7 T, L/ I3 B) \. y- q' q) y$ L
quarter will be forever extinguished.
6 x/ _0 H8 P7 W. w7 SRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
. ]3 |- [7 h1 m2 R4 e cSuperintendent and to the provisions described below under the heading, s0 E: p, }0 f1 b* J' w- Q6 x! e
‘‘Details of the Offering — Certain Provisions of the Preferred Shares1 F' w: P- i3 v, Q4 T! f" S+ i
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,2 q5 c% u8 }0 O( F0 E" m6 _
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
. B: Y1 G5 ~1 f" jor any part of the then outstanding Preferred Shares Series 19, at the Bank’s. u1 H# J- n1 Q/ \( p# ~- {
option without the consent of the holder, by the payment of an amount in4 Q0 X6 r) M( ^; v+ Q
cash for each such share so redeemed of (i) $25.00 together with all declared+ e/ u/ [; B+ p7 [
and unpaid dividends to the date fixed for redemption in the case of
$ |; Z+ j/ z/ i8 F1 s. Zredemptions on February 25, 2019 and on February 25 every five years
9 N- M9 m, B) g2 T; wthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
, y6 x4 k0 I0 L# k0 mthe date fixed for redemption in the case of redemptions on any other date
8 X, W- x3 W- A0 won or after February 25, 2014.
. f- `# M e5 v1 y( u$ k& OConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic# Y' e4 C- ?) v: C+ C
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
( C( m( r0 L$ W/ z5 b! b8 Uthe right, at their option, to convert, on February 25, 2019 and on
# d% O' E6 G0 H7 u7 I2 pFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any0 O o/ |. ~4 @1 C2 e1 }
or all of their Preferred Shares Series 19 into an equal number of Preferred
W* D- B4 B+ ^5 V( T$ gShares Series 18 upon giving to the Bank written notice thereof not earlier# G! ~9 Y0 k+ [% c
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the) |$ f2 p. t; _( \6 O. j: u
15th day preceding, a Series 19 Conversion Date.
" a2 ~- ]( }! b8 y5 A! ]: JAutomatic Conversion If the Bank determines, after having taken into account all shares tendered3 e9 x1 ?: p' z! I- b5 F
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
- C: }, ?& a( w3 M3 Q: C5 LSeries 18, as the case may be, that there would be outstanding on such
. {% [2 l; r4 f% [& S$ ^( GSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
/ c* t/ D; E- B1 m3 jsuch remaining number of Preferred Shares Series 19 will automatically be/ D. _! ?" o8 Z
converted on such Series 19 Conversion Date into an equal number of
/ Z. u. J( j) W1 z+ F+ M" qPreferred Shares Series 18. Additionally, if the Bank determines that, after
; O7 D; @- F% C7 c6 V: p5 U- W8 Tconversion, there would be outstanding on such Series 19 Conversion Date" b% ?% I& R5 N6 A' K; p3 e
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares/ E; Z$ U- w, W* J
Series 19 will be converted into Preferred Shares Series 18.
4 t" j/ P; R. j" t7 DVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
! j( g- C. M ISeries 19 will not be entitled as such to receive notice of, attend, or vote at,- g! f$ x( u: E, e6 S
any meeting of the shareholders of the Bank unless and until the first time at4 y1 k6 ]- G) d
which the Board of Directors has not declared the whole dividend on the
7 {" _$ o5 m0 f9 Y+ {5 _Preferred Shares Series 19 in any quarter. In that event, subject as1 S5 g2 B& A& R4 m* j
hereinafter provided, the holders of Preferred Shares Series 19 will be
- H0 O. J; A1 d# @) a L, ?, @entitled to receive notice of, and to attend, meetings of shareholders at which
2 P; o- @, Q- [% [% @directors of the Bank are to be elected and will be entitled to one vote for
; h! e6 o X, r+ o/ N2 Leach Preferred Share Series 19 held. The voting rights of the holders of the
! n% E$ Q1 t9 y& f+ ZPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
\% h! s4 W9 {/ ?8 V! f" z" nthe first dividend on the Preferred Shares Series 19 to which the holders are& r `, ~6 u& Q) g
entitled thereunder subsequent to the time such voting rights first arose until
( k3 @% t, q1 W) G& csuch time as the Bank may again fail to declare the whole dividend on the
# O0 m t9 W/ ~0 XPreferred Shares Series 19 in respect of any quarter, in which event such
4 A5 o `3 M5 ]; Yvoting rights will become effective again and so on from time to time.6 F$ a5 h$ ?! c' o
S-6
* }2 K8 k3 s fPriority: The preferred shares of each series of the Bank will rank on a parity with6 E# Y5 ?+ x9 [
every other series and are entitled to preference over the common shares of: k6 ^% T- K/ k' j! @; V
the Bank and over any other shares of the Bank ranking junior to the" o0 V9 _1 o9 k7 \2 _
preferred shares with respect to the payment of dividends and upon any* O2 k' A! s, n9 M: F0 L8 Y
distribution of assets in the event of the liquidation, dissolution or: O5 a9 n: J( t
winding-up of the Bank.' G- O" c! A; p+ j
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
2 u/ v d& [1 a. v, W, m/ i4 xDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares2 c5 y* B& U7 ]7 ~0 L& V; ]
Series 18 and Preferred Shares Series 19 will not be required to pay tax on- R( y9 u0 R/ b0 Q0 f- }* ~9 d5 F
dividends received on such shares under Part IV.1 of such Act. |
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