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发表于 2008-11-29 16:58
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下面是BMO的:2 o/ H) f; E9 _/ u: J8 G4 z
SUMMARY OF THE OFFERING
) f& c7 C: W: J& @: }8 G0 t/ xThis 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’’.
9 l! [% B4 n- u. [Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.3 c2 E/ t( q. c/ ~8 |+ w) E1 }
Amount: $150,000,000 (6,000,000 shares).9 z, y6 [' c( E- J8 a
Price and Yield: $25.00 per share to yield initially 6.50% per annum., h( n, i d8 P
Principal Characteristics of the Preferred Shares Series 182 ~7 t. d7 p9 m6 e, L& C
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
4 m# }/ Z) T' S2 R5 d# C. Onon-cumulative preferential cash dividends, as and when declared by the
, ], X& [- S! _* `- V( xBoard of Directors, subject to the provisions of the Bank Act, for the initial: O6 Q6 o# B. P# O8 S
period commencing on the closing date and ending on and including
3 ?; O4 s/ Q+ M+ J5 k' D dFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the1 ]" @! f# b' c. P; b
25th day of February, May, August and November in each year, at a rate
" @4 W# [' M# P; H/ Cequal to $0.40625 per share. The initial dividend, if declared, will be payable0 f l q3 g; W6 F- Y
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing: Q4 P) y# v/ H9 C3 ]. ?
date of December 11, 2008.
- O% n& w9 X2 l7 xFor each five-year period after the Initial Fixed Rate Period (each, a9 Q. U: z' I& ^5 h
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
4 }8 T& A! J; c) \1 R( [Series 18 will be entitled to receive fixed non-cumulative preferential cash
0 }; b* Z. ~1 F) M0 C" Xdividends, as and when declared by the Board of Directors, subject to the
( ]- t( O( p5 J1 f- r8 Y5 uprovisions of the Bank Act, payable quarterly on the 25th day of February,
9 g S' w; l& MMay, August and November in each year, in the amount per share per annum
. @5 n5 z, C& b# h8 m& ]2 [* ^determined by multiplying the Annual Fixed Dividend Rate applicable to
6 l( C% @. p( Z- G! m. Lsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend, u5 q: ~/ o1 p0 V: J
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
% m' e$ G! x$ ~Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
* _: |( h% g* f+ i& t7 ]2 ]# `of such Subsequent Fixed Rate Period and will be equal to the sum of the
& Z0 o5 p# i" Q' yGovernment of Canada Yield on the applicable Fixed Rate Calculation Date# ~% m, R1 Y1 f$ r, a* P
plus 3.83%.0 F9 U3 w. q$ H& s& W
If the Board of Directors does not declare a dividend, or any part thereof, on E: [8 M0 U, D" U: k' n/ _
the Preferred Shares Series 18 on or before the dividend payment date for a
+ n3 `9 n7 S3 m5 Q$ hparticular quarter, then the entitlement of the holders of the Preferred
' i9 u7 {0 r% }. d$ t* p) j: n; e. JShares Series 18 to receive such dividend, or to any part thereof, for such) ]& ?3 j. l+ D3 ]& ?0 L% c( S
quarter will be forever extinguished.
9 f+ p: y3 L1 } p @/ T$ jRedemption: Subject to the provisions of the Bank Act and to the prior consent of the# R& c% X' v3 u/ H" \3 i5 G: N7 A
Superintendent and to the provisions described below under ‘‘Details of the' K( R0 D' X, ^' W
Offering — Certain Provisions of the Preferred Shares Series 18 as a& h$ f- H+ m! f5 E# F) l
Series — Restrictions on Dividends and Retirement of Shares’’, on
. x& r# f G, t* j& E0 I; |February 25, 2014 and on February 25 every five years thereafter, on not
$ E( B; @* \! @0 Z5 emore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
8 {8 Y+ q8 Q9 d3 fpart of the then outstanding Preferred Shares Series 18, at the Bank’s option7 X1 h) R+ o4 ]' V# M. o3 M
without the consent of the holder, by the payment of an amount in cash for
2 i) P( T3 o. eeach such share so redeemed of $25.00 together with all declared and unpaid- O7 f B, e+ |5 B$ i, S
dividends to the date fixed for redemption.
& g1 F# i( k" Y7 {1 R9 _2 nConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
: P5 a$ i3 x2 i* i/ HShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have3 N" e6 k. e* x# P, c
the right, at their option, to convert, on February 25, 2014 and on
4 X! R) p- `0 I; M) aS-40 q4 Z- M* C. `4 K' g
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
) A! D3 N0 X0 v' E4 J/ n. x1 [or all of their Preferred Shares Series 18 into an equal number of Preferred8 L' E$ V$ Q" R' n
Shares Series 19 upon giving to the Bank notice thereof not earlier than3 N" C- P, C6 Y. d5 F) J& n
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day0 I H n- x3 a. w: u* B( D
preceding, a Series 18 Conversion Date. D5 W! E. e7 C/ J% X- p
Automatic Conversion If the Bank determines, after having taken into account all shares tendered+ f5 X/ O# X; ^, H7 d
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
6 c1 U" {0 c5 Y Q, G( ]7 ySeries 19, as the case may be, that there would be outstanding on such% V# l5 l& K _7 G* L. `7 k
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,2 i! t2 p$ ]7 V' d& v
such remaining number of Preferred Shares Series 18 will automatically be }0 j4 G, q1 m F$ R
converted on such Series 18 Conversion Date into an equal number of% I7 N4 V3 Q& L; k
Preferred Shares Series 19. Additionally, if the Bank determines that, after% i4 L" K) o/ {$ A; l1 w3 g8 H+ i
conversion, there would be outstanding on such Series 18 Conversion Date
7 Q! u6 u$ r& O3 {3 aless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
6 n0 q& v2 |" y8 N0 b' w" _8 YSeries 18 will be converted into Preferred Shares Series 19.7 c, }+ J7 ]' _- J- v; j
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" t6 S" B y, d- B6 g. ~4 D* B
Series 18 will not be entitled as such to receive notice of, attend, or vote at,! K: |- s9 ~* i7 W/ Z
any meeting of the shareholders of the Bank unless and until the first time at
, }, S/ a0 M8 o; c2 L! ]# {3 Z" xwhich the Board of Directors has not declared the whole dividend on the
. ]# [0 K5 ?' h. qPreferred Shares Series 18 in any quarter. In that event, subject as
. k3 r2 x+ S% G1 z$ _% xhereinafter provided, the holders of Preferred Shares Series 18 will be1 O' V4 {. U |& `6 ~
entitled to receive notice of, and to attend, meetings of shareholders at which" |7 Y' J7 }, _+ e1 Q# |
directors of the Bank are to be elected and will be entitled to one vote for
- T* K h( O# {6 Xeach Preferred Share Series 18 held. The voting rights of the holders of the
& u4 f- J3 P1 V- O2 p7 yPreferred Shares Series 18 will forthwith cease upon payment by the Bank of3 o4 f/ i0 {' Q2 E6 @" K% J% G
the first dividend on the Preferred Shares Series 18 to which the holders are
, J* `/ \+ S1 Bentitled thereunder subsequent to the time such voting rights first arose until
# Z1 k* j4 h9 V z7 B4 g5 ]1 i$ T; Isuch time as the Bank may again fail to declare the whole dividend on the/ q6 p) R9 ^. I( a& M+ V
Preferred Shares Series 18 in respect of any quarter, in which event such5 I; H! r! J7 Z; H' }2 u
voting rights will become effective again and so on from time to time.
1 a3 y9 s! ]: |+ [Principal Characteristics of the Preferred Shares Series 19' _. E! M M' H2 U. |: q
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
" `: L( w M% r( ifloating rate non-cumulative preferential cash dividends, as and when
- i$ w) r* [7 W" Rdeclared by the Board of Directors, subject to the provisions of the Bank Act,
0 W' I4 U5 H1 E4 q' j, Lpayable quarterly on the 25th day of February, May, August and November4 k: x/ X+ K7 }0 k+ Z* C. P
in each year, in the amount per share determined by multiplying the
$ w* R( f* }! D; r+ t* K& q: vapplicable Quarterly Floating Dividend Rate by $25.00.& D1 k& ]* ]7 ]. ^6 }5 @1 @
On the 30th day prior to the commencement of the initial quarterly dividend
! ~& v' y! R( B4 t9 F5 t# }' [period beginning on February 25, 2014, and on the 30th day prior to the first
$ s- ]% y& M$ C6 H# m/ @day of each subsequent quarterly dividend period (the initial quarterly$ i1 |) X5 l& m! y& v
dividend period and each subsequent quarterly dividend period is referred to
, F% B5 u) u( P+ e; Was a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the+ r9 ?+ |! S7 Z X$ g
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
! i1 f% `3 C O. `" @Period. The Quarterly Floating Dividend Rate will be equal to the sum of the3 M; k7 u: ^" _6 ?
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days I! Q Q; d. }' Y
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
. }4 a( ~3 m# g. ^determined on the 30th day prior to the first day of the applicable Quarterly9 c; B6 |4 v' Q: w( L
Floating Rate Period., u! S" A& M6 R5 p4 R+ s5 ^( p
S-57 z- b: O2 V6 }- P+ O
If the Board of Directors does not declare a dividend, or any part thereof, on% v) Q7 Q7 J7 _* S4 _$ \6 }- p" _
the Preferred Shares Series 19 on or before the dividend payment date for a
9 }' [* Y5 v |; v) }particular quarter, then the entitlement of the holders of the Preferred5 v' ]7 v8 w5 y2 f, ^& y
Shares Series 19 to receive such dividend, or to any part thereof, for such! r+ |1 Q( j' X' @, I# v
quarter will be forever extinguished.# C9 f8 o' Z3 M0 H/ ^ X
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
5 t% F1 ]% p2 g% F# i; w/ NSuperintendent and to the provisions described below under the heading% s- k" ` {. b( y" t% g+ M
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
* l7 U4 [ t, N. _+ PSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
! }9 x+ q4 b& h4 b) x. U% A& son not more than 60 nor less than 30 days’ notice, the Bank may redeem all1 C6 O3 d( N6 g+ Y- |1 [
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
( t; y/ X* z7 o( b& A! W: ]option without the consent of the holder, by the payment of an amount in
0 n" Y( h. l/ m: Zcash for each such share so redeemed of (i) $25.00 together with all declared
" ~8 H1 u6 u8 c" Sand unpaid dividends to the date fixed for redemption in the case of0 ^& P% L o" } b7 Y% K, C
redemptions on February 25, 2019 and on February 25 every five years
7 t% o2 X/ M E- |* i9 Q) S8 @0 sthereafter, or (ii) $25.50 together with all declared and unpaid dividends to: b3 g& ~8 T' j2 M/ Y: `; [1 v
the date fixed for redemption in the case of redemptions on any other date
% g. Y5 l5 _+ T1 k# {: w( Mon or after February 25, 2014.
4 T, _- c6 }1 @2 D/ UConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic% L+ G2 F/ H, m! }
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
2 n- a B" w; M# F7 c6 g9 N" Fthe right, at their option, to convert, on February 25, 2019 and on$ F0 V+ A2 u( G/ n+ n% Q
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any! V8 y4 `% {$ e5 Q2 [+ {- p5 z9 W
or all of their Preferred Shares Series 19 into an equal number of Preferred
. \$ e' ` q) W' f7 m1 ?) ~/ s: IShares Series 18 upon giving to the Bank written notice thereof not earlier! {0 q* S, z8 x& {
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the( h z9 H Q8 I2 H
15th day preceding, a Series 19 Conversion Date.& H( Y3 r9 e+ e8 {% J" S
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
9 G7 `: y' B2 t) z" c* f- _" \ hProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares1 k4 R( B0 B; h- K/ A
Series 18, as the case may be, that there would be outstanding on such. S P3 G9 Z* d& o
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
! X6 i& ?9 N. W, j' G9 Hsuch remaining number of Preferred Shares Series 19 will automatically be
1 c) x' r, ^' X3 _! uconverted on such Series 19 Conversion Date into an equal number of) r3 w0 P: \1 n
Preferred Shares Series 18. Additionally, if the Bank determines that, after' T( D0 t3 j% M8 T8 P
conversion, there would be outstanding on such Series 19 Conversion Date
( ]! g ~9 _6 [less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
/ x! q: M7 @! b' L' ySeries 19 will be converted into Preferred Shares Series 18.
, i8 {9 r) _3 H/ ?0 b$ e b' M6 MVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
' Q. |) g- Q$ _% M3 w) n+ t) j- kSeries 19 will not be entitled as such to receive notice of, attend, or vote at,$ ?9 Q( Y* t/ y) F9 G7 T6 a
any meeting of the shareholders of the Bank unless and until the first time at
i) h8 M: G. z6 E; V9 ?which the Board of Directors has not declared the whole dividend on the
" a7 X8 j" D# E' U! W3 vPreferred Shares Series 19 in any quarter. In that event, subject as
0 i6 ^; U7 k- [' J/ zhereinafter provided, the holders of Preferred Shares Series 19 will be
X Q0 n- M W0 u& h& _# j* \entitled to receive notice of, and to attend, meetings of shareholders at which
0 C3 E3 @6 z3 [; }& udirectors of the Bank are to be elected and will be entitled to one vote for. J G0 @$ X! n( }) ^
each Preferred Share Series 19 held. The voting rights of the holders of the- d H3 C r2 _$ ^
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of2 e2 f) }0 j! E. i! t
the first dividend on the Preferred Shares Series 19 to which the holders are
5 R" }% W6 q$ a! M+ O9 D6 _) |5 Yentitled thereunder subsequent to the time such voting rights first arose until8 J* z5 e& F: j8 j4 u! {
such time as the Bank may again fail to declare the whole dividend on the0 N; b% {8 @ g" r. v1 d8 I1 G
Preferred Shares Series 19 in respect of any quarter, in which event such
6 E# t, w8 o1 H& \* Gvoting rights will become effective again and so on from time to time.6 G. Z+ n3 I0 g) h4 `
S-6
+ I. a6 p2 u! Y0 }Priority: The preferred shares of each series of the Bank will rank on a parity with: Y" ?0 \1 D% c+ u" [% s
every other series and are entitled to preference over the common shares of
2 a9 @. v" H6 U* wthe Bank and over any other shares of the Bank ranking junior to the
) y- F* t* T) z5 K, wpreferred shares with respect to the payment of dividends and upon any
2 ^, O+ U& ^- r" z- X; D, A2 sdistribution of assets in the event of the liquidation, dissolution or$ K- q$ X) f. N# W& |5 X* a5 G
winding-up of the Bank." r5 _6 M) q3 J& w' S
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
' G. r; ~' ]! ]3 t3 A) ^* F6 _Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares3 M& ^ c+ {5 c* i6 ~" h. r3 n9 b
Series 18 and Preferred Shares Series 19 will not be required to pay tax on# |4 b" w/ L! ~, P/ c
dividends received on such shares under Part IV.1 of such Act. |
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