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发表于 2008-11-29 16:58
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下面是BMO的:
1 L7 z3 _( ^5 k* H6 z" \SUMMARY OF THE OFFERING
- J# P# Z+ n' [: }- @+ V. I 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’’.0 U% H' d( Y- {( _2 Y# q6 N
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
' J' u$ C( X( b4 V$ G7 ~8 @Amount: $150,000,000 (6,000,000 shares).7 q/ P/ [7 e0 Q+ u3 m7 h3 H
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
, @: i2 t6 l! ]: b1 x1 D- }1 U5 WPrincipal Characteristics of the Preferred Shares Series 18' G0 u* ^" s# o: T3 T
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
$ W7 Q0 z( Q/ ~( O+ Anon-cumulative preferential cash dividends, as and when declared by the# q4 ^9 X# w: w; k9 b' \
Board of Directors, subject to the provisions of the Bank Act, for the initial6 ]! B+ ]+ O( {4 Q+ S3 |
period commencing on the closing date and ending on and including6 q) R5 e. y8 v- z
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the1 m/ e; D2 Y( K; n
25th day of February, May, August and November in each year, at a rate" T5 R4 L1 ?5 D
equal to $0.40625 per share. The initial dividend, if declared, will be payable
/ k, y. Y+ w+ z7 q- i9 S/ `! d7 NMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
% {. O5 m" A& ]' t. n5 `; g; rdate of December 11, 2008.
0 V* H5 e4 V7 v# E4 M- U5 xFor each five-year period after the Initial Fixed Rate Period (each, a
/ \9 e" Y: U2 |! U! s4 N$ ]‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
, d i! D( m8 tSeries 18 will be entitled to receive fixed non-cumulative preferential cash
1 T9 A+ f0 t" c [dividends, as and when declared by the Board of Directors, subject to the, a# \; X9 N0 e5 k9 o2 u
provisions of the Bank Act, payable quarterly on the 25th day of February,
' Y4 e# m9 @ r+ H7 ?. jMay, August and November in each year, in the amount per share per annum
# b& Y" l2 x0 C7 F; ^& R% Gdetermined by multiplying the Annual Fixed Dividend Rate applicable to
* p* m2 R# _& A8 [such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend2 ~# A6 H) Q+ p
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the& d& s0 U) H) e
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
( @0 A c! `* Lof such Subsequent Fixed Rate Period and will be equal to the sum of the
4 n' p1 _0 Q: X8 x+ ]# @Government of Canada Yield on the applicable Fixed Rate Calculation Date0 G, c: b p b$ ~8 |
plus 3.83%.
2 b T: B, q( f* }* j `If the Board of Directors does not declare a dividend, or any part thereof, on6 [6 `! }3 y% R; L# o3 u+ d( ]1 ^
the Preferred Shares Series 18 on or before the dividend payment date for a8 e* W: t0 `+ M( i1 K5 ?
particular quarter, then the entitlement of the holders of the Preferred
. L6 R0 y M4 a" O- t7 O; h0 IShares Series 18 to receive such dividend, or to any part thereof, for such
# x1 ^, R" [% Hquarter will be forever extinguished.
& g- }; H" i2 A( W. U5 NRedemption: Subject to the provisions of the Bank Act and to the prior consent of the* s! D2 d8 y7 {4 Q3 q2 S
Superintendent and to the provisions described below under ‘‘Details of the9 L3 Q- y" r( u, a4 u- H
Offering — Certain Provisions of the Preferred Shares Series 18 as a- e1 f2 X/ W+ H) h
Series — Restrictions on Dividends and Retirement of Shares’’, on! A0 I: w8 E4 H8 E6 b
February 25, 2014 and on February 25 every five years thereafter, on not
7 l& ^( G" I mmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any l0 K2 |6 h1 ~
part of the then outstanding Preferred Shares Series 18, at the Bank’s option8 i8 f L) c0 F5 O) V
without the consent of the holder, by the payment of an amount in cash for
. F' E* U: ?8 Jeach such share so redeemed of $25.00 together with all declared and unpaid
K2 K# l3 Q3 P% X9 I- kdividends to the date fixed for redemption.
% x2 j4 l. e, _8 nConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
$ A" O4 {, Z0 q+ ?& `8 \& vShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
" |- f; T3 J U1 ~! i8 Uthe right, at their option, to convert, on February 25, 2014 and on
3 M, N1 R m5 r0 [! zS-49 {" D) k. v8 ~
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
, E6 j+ w' p9 Q( G& G! s' w @or all of their Preferred Shares Series 18 into an equal number of Preferred& ]6 a R7 a O4 Z0 v
Shares Series 19 upon giving to the Bank notice thereof not earlier than9 f, B/ ]* G2 X
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
& x* B9 c* L3 t, w5 ^# upreceding, a Series 18 Conversion Date.% t) l3 }" D; y
Automatic Conversion If the Bank determines, after having taken into account all shares tendered+ {( `5 w) H; P
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares' L1 b8 @+ X* y0 |* s, I+ O
Series 19, as the case may be, that there would be outstanding on such1 F/ v" Q! L+ q: V$ o
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,/ |' }& M# s5 c4 w. E, O, g r, }
such remaining number of Preferred Shares Series 18 will automatically be
5 T. k3 A: A! P- x$ P# r8 x( W5 T% U8 ]. _converted on such Series 18 Conversion Date into an equal number of
; j* r9 L; `- _! a4 i! vPreferred Shares Series 19. Additionally, if the Bank determines that, after' q# o$ N% O8 s8 P1 m( t
conversion, there would be outstanding on such Series 18 Conversion Date
1 w1 x t+ t( Q7 yless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares; `1 F' h# x! n7 o5 f
Series 18 will be converted into Preferred Shares Series 19.0 K% b2 {( F' P% l l
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares0 y* l5 a6 J9 X1 t" U5 a) L: k
Series 18 will not be entitled as such to receive notice of, attend, or vote at,, M4 W N( K1 M4 Y8 c* I7 V2 z7 R( l
any meeting of the shareholders of the Bank unless and until the first time at
8 f8 l6 O: Y& F% nwhich the Board of Directors has not declared the whole dividend on the: f2 b* f( h: m' z5 @ {. w
Preferred Shares Series 18 in any quarter. In that event, subject as; t! t5 ~- C# n4 ~ b. {) Z; _
hereinafter provided, the holders of Preferred Shares Series 18 will be# E6 [3 T/ Z1 r$ S3 C. j! {4 ?
entitled to receive notice of, and to attend, meetings of shareholders at which
5 D" x. \ G* o% A% a; ^8 Qdirectors of the Bank are to be elected and will be entitled to one vote for) P7 \8 s0 p6 m( e: S' R
each Preferred Share Series 18 held. The voting rights of the holders of the
! {: C# s* P( H6 Z; a. ~Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
& ~- ^7 ?( Y: I' s1 v: Lthe first dividend on the Preferred Shares Series 18 to which the holders are* ]4 z' C R0 l
entitled thereunder subsequent to the time such voting rights first arose until* [; `, [4 m) B- i
such time as the Bank may again fail to declare the whole dividend on the
+ B* {4 w! a- S" N, pPreferred Shares Series 18 in respect of any quarter, in which event such
* n. r* P/ l* X/ x& f% O0 a. yvoting rights will become effective again and so on from time to time.
& N# D4 i; z/ h4 Z' CPrincipal Characteristics of the Preferred Shares Series 19+ `' U a& H9 M0 D8 R! o
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
& C3 C7 {' i1 b; v S8 xfloating rate non-cumulative preferential cash dividends, as and when
7 U1 C+ g+ {+ D( E. C! Tdeclared by the Board of Directors, subject to the provisions of the Bank Act,/ z# S5 }0 v. z# L/ Z
payable quarterly on the 25th day of February, May, August and November
0 m! Z! C, z& C2 G. V5 {in each year, in the amount per share determined by multiplying the
8 ]3 y* r& M+ Uapplicable Quarterly Floating Dividend Rate by $25.00.
1 d1 H& m6 C" W2 YOn the 30th day prior to the commencement of the initial quarterly dividend
' R' t( G% `8 I+ P/ tperiod beginning on February 25, 2014, and on the 30th day prior to the first* l7 g# N/ j% D0 R0 O, v2 e
day of each subsequent quarterly dividend period (the initial quarterly
G% a# L) ^( K3 C# D, ~dividend period and each subsequent quarterly dividend period is referred to' q M$ e" F% K3 O! N. |6 \
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the! [7 i: x/ k+ L" [7 a% y
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
; I9 M' ~ O) r- N9 \Period. The Quarterly Floating Dividend Rate will be equal to the sum of the0 t) ~. V1 c/ v, b
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
, X2 `( W+ S1 ?9 j* ?elapsed in the applicable Quarterly Floating Rate Period divided by 365)6 ]0 \. ]4 n9 N
determined on the 30th day prior to the first day of the applicable Quarterly
9 Q2 ]: c7 W7 r8 a PFloating Rate Period.4 _; c/ j' r5 q* m
S-5
5 v* @; ~. C/ H" TIf the Board of Directors does not declare a dividend, or any part thereof, on6 m; b" {( T$ F' s& y8 P% u
the Preferred Shares Series 19 on or before the dividend payment date for a
# s; v$ S) m8 I' r9 _6 Aparticular quarter, then the entitlement of the holders of the Preferred0 I5 C% r2 M. e( \& ^
Shares Series 19 to receive such dividend, or to any part thereof, for such
1 u/ A$ J! c9 X p9 mquarter will be forever extinguished.4 l9 k! W! Z4 N7 Y2 m+ |' `: E
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
& Q( [* ~3 o$ _( J @; ~Superintendent and to the provisions described below under the heading
; Z# _: t' T! p7 y' a‘‘Details of the Offering — Certain Provisions of the Preferred Shares8 M* Z' A3 r; A, A7 H
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
9 a) k! q8 f' ~3 R9 }on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
: l) v# l; ^" i; ior any part of the then outstanding Preferred Shares Series 19, at the Bank’s3 I/ b' I, p" |$ u3 V
option without the consent of the holder, by the payment of an amount in
5 Z+ q/ R4 {% i5 Z$ S/ h% Vcash for each such share so redeemed of (i) $25.00 together with all declared! F0 W- K7 ?. z( ^
and unpaid dividends to the date fixed for redemption in the case of, N4 Q* L2 G) z4 M" s& ] v
redemptions on February 25, 2019 and on February 25 every five years
9 t1 J; Q, q* L, r2 } o, Othereafter, or (ii) $25.50 together with all declared and unpaid dividends to- A0 i! W: K, a0 p! o
the date fixed for redemption in the case of redemptions on any other date
3 V- b+ S2 n& S4 F* O. Gon or after February 25, 2014.# O, y* W) ^9 d
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
( q$ x2 l6 Y9 \: wShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have' ~% s9 n# }. P
the right, at their option, to convert, on February 25, 2019 and on
" o* ^5 u3 e4 Y3 F6 b/ mFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any" q4 W7 Y, a! z" {! G+ y2 Z
or all of their Preferred Shares Series 19 into an equal number of Preferred3 _' N8 X' N Z) j1 K% q7 Y: v
Shares Series 18 upon giving to the Bank written notice thereof not earlier, X A$ P" r) P# @
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the- e" G, y6 P# U5 r9 C- }
15th day preceding, a Series 19 Conversion Date.
! h6 n! j- k, _7 AAutomatic Conversion If the Bank determines, after having taken into account all shares tendered( T/ z! n* X3 |; T% C
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
, h: h( c0 ?- I/ ^% jSeries 18, as the case may be, that there would be outstanding on such
$ j$ ^5 ^2 E* Q0 h& e) KSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,# h$ D% x- K4 c# o3 ^
such remaining number of Preferred Shares Series 19 will automatically be$ X* e! j9 ~- ~! Z9 w7 L& k
converted on such Series 19 Conversion Date into an equal number of: K) `* m! {: [8 {
Preferred Shares Series 18. Additionally, if the Bank determines that, after
5 q8 |- l5 y/ U' ~conversion, there would be outstanding on such Series 19 Conversion Date
. ?3 \* `. x5 X1 W# Vless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares, ?7 {1 L$ K( y- I: {( n9 Y
Series 19 will be converted into Preferred Shares Series 18.
4 y2 {6 P6 \. i5 A: uVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
/ r) f" A! w- p$ r4 x1 uSeries 19 will not be entitled as such to receive notice of, attend, or vote at,4 Y( C6 x4 z/ ]1 M+ ^
any meeting of the shareholders of the Bank unless and until the first time at
M3 ~; Y/ z& r: ~: }/ N% wwhich the Board of Directors has not declared the whole dividend on the1 O8 @0 R# I3 j- b! P& n. E* ^
Preferred Shares Series 19 in any quarter. In that event, subject as
. h3 [7 p& s7 phereinafter provided, the holders of Preferred Shares Series 19 will be
* h' {- V, A2 I6 y$ \entitled to receive notice of, and to attend, meetings of shareholders at which4 L5 \0 a, M6 C9 R& e4 k% }, A
directors of the Bank are to be elected and will be entitled to one vote for
# d2 T0 X6 [3 \% F8 Ueach Preferred Share Series 19 held. The voting rights of the holders of the
$ `4 B2 w# J+ ^& `, {Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
& w, E1 g4 B1 U: Othe first dividend on the Preferred Shares Series 19 to which the holders are+ p7 A, F% H' { l9 m' h) N
entitled thereunder subsequent to the time such voting rights first arose until
) u6 ^+ ~7 V+ i" ]" R) Ssuch time as the Bank may again fail to declare the whole dividend on the9 B1 H; \( H1 P
Preferred Shares Series 19 in respect of any quarter, in which event such
" G/ x, U, B9 L- P7 ?! E+ E: Qvoting rights will become effective again and so on from time to time.
* R6 C' b* q6 ?% W7 GS-6# i' U5 c! m# V7 m1 o1 o1 r- a9 C
Priority: The preferred shares of each series of the Bank will rank on a parity with C0 U* u# I& |: a4 t
every other series and are entitled to preference over the common shares of
- u2 C# Q8 d- C7 g$ d1 p0 {the Bank and over any other shares of the Bank ranking junior to the2 Z5 E" e% { D. ?. t, F& M( z' i4 l: L
preferred shares with respect to the payment of dividends and upon any
6 s, Y% A8 w1 wdistribution of assets in the event of the liquidation, dissolution or
) B* f$ F6 J+ t2 Lwinding-up of the Bank.
& C s% H1 P3 l; x5 J3 s4 b! lTax on Preferred Share The Bank will elect, in the manner and within the time provided under3 h* E4 q% C1 J9 z
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares5 K6 {8 p# b9 t7 w ~/ h5 l
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
, ?3 p$ P- Z3 i7 x( C, k2 f, @dividends received on such shares under Part IV.1 of such Act. |
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