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发表于 2008-11-29 16:58
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下面是BMO的:8 o) Y' @" v$ B0 X1 p% @
SUMMARY OF THE OFFERING
: Z/ l7 W; g1 S; _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’’.1 L9 m- {) j, g3 O5 J7 ^4 b$ R
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18. q. c' b! P9 w* S
Amount: $150,000,000 (6,000,000 shares).( Q' Y( U$ F& D* i7 @2 o7 H; E; T
Price and Yield: $25.00 per share to yield initially 6.50% per annum.. p6 [$ ~+ G0 O' F
Principal Characteristics of the Preferred Shares Series 187 Z9 F8 a+ ?0 z6 [2 n' f
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed, w! i/ q* q: r# I3 P3 {3 {, N
non-cumulative preferential cash dividends, as and when declared by the$ q1 [4 D$ ~% ]0 c$ m i" G4 N
Board of Directors, subject to the provisions of the Bank Act, for the initial2 X5 ?8 L6 Z! y+ O' a. K! Z' j
period commencing on the closing date and ending on and including; P4 b j# ^ q, O2 n& g" ^7 s
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
- T+ F2 f9 h F7 N& U5 F: D; |25th day of February, May, August and November in each year, at a rate
7 n7 I, j8 [# Q+ U9 Requal to $0.40625 per share. The initial dividend, if declared, will be payable
$ a2 Q% [1 G) c/ C0 q& pMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing* _* F( ~6 y0 [) ^/ s
date of December 11, 2008./ E: o6 L7 M9 H x- h' N! d
For each five-year period after the Initial Fixed Rate Period (each, a
$ W) X; J# `. n‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
5 @ `" f) J) I5 c1 VSeries 18 will be entitled to receive fixed non-cumulative preferential cash3 F G* ?( `3 H
dividends, as and when declared by the Board of Directors, subject to the
1 Y+ i' z: l/ m1 y2 @provisions of the Bank Act, payable quarterly on the 25th day of February,' r' k' b% Y# Q: \0 V# [
May, August and November in each year, in the amount per share per annum+ ~, R' \+ G; {9 U- w; P0 y3 |
determined by multiplying the Annual Fixed Dividend Rate applicable to' f& R) ]: G6 z6 l X. J
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
, Z" ?8 _' r# [9 R* F- ORate for the ensuing Subsequent Fixed Rate Period will be determined by the
: S, b2 i6 f1 G- w# IBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
3 m" @$ O# \8 E* m8 v0 _7 Yof such Subsequent Fixed Rate Period and will be equal to the sum of the
% O1 w+ H6 v; P7 m; z3 r6 f( _Government of Canada Yield on the applicable Fixed Rate Calculation Date
: p& }7 F/ y* i+ w+ X9 Oplus 3.83%.
& I5 G" F5 Y7 Q0 O! |% A1 ?1 `2 |If the Board of Directors does not declare a dividend, or any part thereof, on
* O: c1 O$ A' l& kthe Preferred Shares Series 18 on or before the dividend payment date for a
, S$ K7 i- _) L; ?8 J- T, @particular quarter, then the entitlement of the holders of the Preferred, b3 b0 N. V# K: G0 J6 e
Shares Series 18 to receive such dividend, or to any part thereof, for such: s5 f- ~* p* C/ j; u6 G
quarter will be forever extinguished.
* z8 c) o+ x; r7 JRedemption: Subject to the provisions of the Bank Act and to the prior consent of the _& A, |9 \" L1 u/ l% B) c
Superintendent and to the provisions described below under ‘‘Details of the
% p+ Q1 z1 t+ s- POffering — Certain Provisions of the Preferred Shares Series 18 as a5 J3 K* u+ I9 F+ C! Z$ D
Series — Restrictions on Dividends and Retirement of Shares’’, on& e& t& u9 Z( H: R" |' i
February 25, 2014 and on February 25 every five years thereafter, on not
, ~) c( k, i" Omore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
8 J# x( p( p( L0 c4 lpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
' j5 I. R o( z5 G6 r7 E. Qwithout the consent of the holder, by the payment of an amount in cash for
6 J+ R) ]" t; G% Peach such share so redeemed of $25.00 together with all declared and unpaid" O, @* z" _- A/ F
dividends to the date fixed for redemption.* ]3 T. g; H/ _/ c) u H/ x. q, f
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
h# c" j* H+ \/ o$ H0 r- `2 h2 a+ Z+ AShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
- M2 A& }$ A5 n1 cthe right, at their option, to convert, on February 25, 2014 and on
% T2 U+ U5 | l+ M, a$ d; ~& b: |S-4# X: d; N+ X/ m! |5 y; b
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any7 a2 x4 J5 G f2 V( e' `
or all of their Preferred Shares Series 18 into an equal number of Preferred
' d) R. m. h; k: L% x7 ZShares Series 19 upon giving to the Bank notice thereof not earlier than
+ O# T, g0 \4 {4 C30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
2 I; i9 j% q$ L+ K8 K2 zpreceding, a Series 18 Conversion Date.9 ^8 C3 `5 V9 C2 M
Automatic Conversion If the Bank determines, after having taken into account all shares tendered! a3 O3 g7 `8 }4 N5 r% \& B
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
) v t( @: [! ESeries 19, as the case may be, that there would be outstanding on such9 v) S$ u. ^% j, ^/ V( t7 V, m
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
) Y1 a. i; V+ Rsuch remaining number of Preferred Shares Series 18 will automatically be
9 j, _& s3 ?3 ]# _) g; D* Econverted on such Series 18 Conversion Date into an equal number of
& i# F& F. V9 s1 P& w5 X/ @Preferred Shares Series 19. Additionally, if the Bank determines that, after( Y {) \2 }# b+ t
conversion, there would be outstanding on such Series 18 Conversion Date
8 I4 E- d! N1 \4 R+ e' M% Oless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
+ J& A6 @. f6 D5 K# B/ E/ L) RSeries 18 will be converted into Preferred Shares Series 19.
" ~2 C# T: Z" h# l0 \Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ s" B* L; i# I) V
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
^2 g H; o* Kany meeting of the shareholders of the Bank unless and until the first time at
3 A8 P% d9 A" L8 [; ~, X) L& R5 Wwhich the Board of Directors has not declared the whole dividend on the$ y$ s0 {8 B' Q, S" y9 L O
Preferred Shares Series 18 in any quarter. In that event, subject as6 V$ v' r T, i6 B. ?( V* t1 L
hereinafter provided, the holders of Preferred Shares Series 18 will be' ~! D: s% a. a: F: V0 ]
entitled to receive notice of, and to attend, meetings of shareholders at which- i" c# v' ?7 j1 O
directors of the Bank are to be elected and will be entitled to one vote for. v. v7 O6 {% }3 w. ]! g* T
each Preferred Share Series 18 held. The voting rights of the holders of the
% L% Y- g8 L* q9 L/ C& H1 I5 IPreferred Shares Series 18 will forthwith cease upon payment by the Bank of* ~. \2 S+ {/ W5 H4 t/ ~
the first dividend on the Preferred Shares Series 18 to which the holders are4 y; E. M; s; l- p# N. G+ z" ]
entitled thereunder subsequent to the time such voting rights first arose until7 Q$ u5 w) e$ Z; }
such time as the Bank may again fail to declare the whole dividend on the
( L& A$ A5 |( j. _, ^5 uPreferred Shares Series 18 in respect of any quarter, in which event such
; @1 T) }( X+ J9 dvoting rights will become effective again and so on from time to time.
$ v8 C. \) \2 K; x+ a1 EPrincipal Characteristics of the Preferred Shares Series 19
+ y/ o9 r' ^5 eDividends: The holders of the Preferred Shares Series 19 will be entitled to receive; F7 S* Y2 ]5 e4 u$ C. l
floating rate non-cumulative preferential cash dividends, as and when
) w1 S9 r( L1 ~3 v# Ydeclared by the Board of Directors, subject to the provisions of the Bank Act,
( S2 \5 z2 W& w! fpayable quarterly on the 25th day of February, May, August and November
8 E4 M; @' k9 A3 o iin each year, in the amount per share determined by multiplying the: x' E% b4 a/ P8 ~% M. X& k" q
applicable Quarterly Floating Dividend Rate by $25.00.8 z C$ g% Q# Y' I% [
On the 30th day prior to the commencement of the initial quarterly dividend! l+ e% t# |4 l# i# P$ X7 N$ r
period beginning on February 25, 2014, and on the 30th day prior to the first$ A1 Z7 U7 I6 K5 ]
day of each subsequent quarterly dividend period (the initial quarterly
3 ]& R: G# R: Odividend period and each subsequent quarterly dividend period is referred to! w' [* p: {; G! z5 H9 `
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
- R- r7 N z7 m5 t9 kQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate/ O- J4 a% v% @ X4 P# [8 P
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
0 l: F5 g& h, z* d. j. rT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
% C: B( P+ w6 melapsed in the applicable Quarterly Floating Rate Period divided by 365)2 R$ X8 _* V3 q- |1 A) ^2 A9 ~$ m, X
determined on the 30th day prior to the first day of the applicable Quarterly
5 A, P4 F2 n* }% d8 t6 MFloating Rate Period.
7 z, z- q# x. A# ^5 f; zS-5) @% T( U$ \6 M l
If the Board of Directors does not declare a dividend, or any part thereof, on
7 R+ H B' p u5 Othe Preferred Shares Series 19 on or before the dividend payment date for a
n8 P3 }1 n$ Z+ ]; oparticular quarter, then the entitlement of the holders of the Preferred
, X* |( L/ d: j# w# `9 |Shares Series 19 to receive such dividend, or to any part thereof, for such
( @2 W' S6 Q8 d$ X2 E5 W$ L/ squarter will be forever extinguished.- \ L; G! O' h6 U9 W. X
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
; F+ u0 }( q* SSuperintendent and to the provisions described below under the heading
: O5 C5 k* R9 i& @, E# m‘‘Details of the Offering — Certain Provisions of the Preferred Shares
" O9 H4 c7 t2 N: g% h: { o6 FSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,% s1 l! Q2 ?; b- S; F/ |) _
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
: c% Z3 e' B: P+ x6 h2 Uor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
1 O3 J- C% g0 foption without the consent of the holder, by the payment of an amount in- z- `7 I. o3 i4 M% ?
cash for each such share so redeemed of (i) $25.00 together with all declared
% ]7 I" w( i8 t( }. I- Aand unpaid dividends to the date fixed for redemption in the case of- P3 G% A8 c0 _
redemptions on February 25, 2019 and on February 25 every five years
3 |. P/ k3 [ X% Qthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
; o0 W, D0 L& [1 R! K/ Kthe date fixed for redemption in the case of redemptions on any other date" F# k: D0 r- J! e( R# S
on or after February 25, 2014.
, S. o3 T" ~+ ` D( aConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic% q0 C5 ~. e" M( r# _, o
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
2 u( v0 b& q/ m1 G% U5 nthe right, at their option, to convert, on February 25, 2019 and on' m o; x7 N& }0 E2 g
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
+ N5 R$ h( [+ por all of their Preferred Shares Series 19 into an equal number of Preferred
/ v9 z3 w4 i, S" G7 d4 gShares Series 18 upon giving to the Bank written notice thereof not earlier8 p) J4 o5 v9 _) W( y3 ~
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
/ b# t& B0 H& ` [15th day preceding, a Series 19 Conversion Date.) p' X* |, G7 \% a
Automatic Conversion If the Bank determines, after having taken into account all shares tendered& g) c0 t. Z% ~) x
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
$ ~9 @( W) T( s: Q1 }Series 18, as the case may be, that there would be outstanding on such
# {9 |( `. `& _Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
% e/ r& z$ P* Fsuch remaining number of Preferred Shares Series 19 will automatically be
5 x; D5 {' B4 H" d) D( Pconverted on such Series 19 Conversion Date into an equal number of
: q% G' n. |, k" M# _0 s; @- d* dPreferred Shares Series 18. Additionally, if the Bank determines that, after
" B( z5 R- P3 e& ^conversion, there would be outstanding on such Series 19 Conversion Date
. P4 G }1 S. C) ?. A5 B4 mless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares7 s- b* H; m. D4 r% {5 z6 N$ J
Series 19 will be converted into Preferred Shares Series 18.
/ r( i! u& R5 {. n* u- }" SVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares6 w" i+ |& J- z+ x& g: T" Z" _
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
3 D T6 M5 k$ r# z2 a' `+ cany meeting of the shareholders of the Bank unless and until the first time at+ S6 M( j2 f: v* L1 F2 M
which the Board of Directors has not declared the whole dividend on the
0 j- F- X1 y6 } v: S1 x9 ~ OPreferred Shares Series 19 in any quarter. In that event, subject as
+ o' u, d7 w1 G5 \( \hereinafter provided, the holders of Preferred Shares Series 19 will be
! l, H2 g3 t: x' F8 P0 Yentitled to receive notice of, and to attend, meetings of shareholders at which' I$ A9 c7 f, N
directors of the Bank are to be elected and will be entitled to one vote for
" A& F' Q8 |1 |- K: b2 veach Preferred Share Series 19 held. The voting rights of the holders of the7 [, ? I8 ?7 f: D( i# B w+ t4 ?
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
9 @6 S. y+ D; }2 sthe first dividend on the Preferred Shares Series 19 to which the holders are2 Y1 A8 R& A1 o! F+ C; L9 b
entitled thereunder subsequent to the time such voting rights first arose until% O) z7 p+ t' I% {* W! I8 _& n
such time as the Bank may again fail to declare the whole dividend on the
+ ~) |- s& [2 O! ?% {! \, Y: ^Preferred Shares Series 19 in respect of any quarter, in which event such0 K4 a' T9 y" O! d- I' I7 m8 c$ D$ f0 ~
voting rights will become effective again and so on from time to time.
3 m J7 K2 S& S, t! k: G5 @1 qS-65 {8 L+ A1 ^, n
Priority: The preferred shares of each series of the Bank will rank on a parity with
4 L' w- F: X# Jevery other series and are entitled to preference over the common shares of& X N4 r, A5 {7 b2 ~, g" {
the Bank and over any other shares of the Bank ranking junior to the6 P0 v' R0 r, G" W* A; }) D! ^) p
preferred shares with respect to the payment of dividends and upon any4 x+ p' o0 T' Y8 B; y2 h
distribution of assets in the event of the liquidation, dissolution or
# B. c1 t& ~2 A& \; S, {winding-up of the Bank.0 M6 ?1 Z) R9 Q. p/ p$ m$ L2 G
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under N6 w( n4 q7 j5 m) M
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares' ~% B: s) F8 t- j5 F- Y
Series 18 and Preferred Shares Series 19 will not be required to pay tax on! ?/ E/ l) J( d2 Y+ h0 Z% w+ l* O. V
dividends received on such shares under Part IV.1 of such Act. |
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