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发表于 2008-11-29 16:58
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下面是BMO的:1 m9 z4 ] t/ W
SUMMARY OF THE OFFERING, N+ ^+ x$ @( x% @
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’’.+ F8 L( J2 ?+ d/ c1 }# C7 N& O
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18." l g1 E& ^3 t( ~$ }- v ?
Amount: $150,000,000 (6,000,000 shares).
; z7 L3 v7 J& Q* z5 ~Price and Yield: $25.00 per share to yield initially 6.50% per annum.: r/ u; R" j0 z3 |3 V [
Principal Characteristics of the Preferred Shares Series 18
+ p9 f6 C3 {' A* }' DDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
( S" h* n" m. E8 O5 q; {non-cumulative preferential cash dividends, as and when declared by the; f" o5 s% i3 k. l
Board of Directors, subject to the provisions of the Bank Act, for the initial
, z* j4 ~% z6 Xperiod commencing on the closing date and ending on and including
" Z- ~# S- i' T7 Z3 HFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
) ~# M+ b- c }. ~* v( w3 Z9 m5 l25th day of February, May, August and November in each year, at a rate1 B& ~# P: u3 \7 p% N
equal to $0.40625 per share. The initial dividend, if declared, will be payable! P7 x o& r0 B( K
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing: I* p/ o3 r5 {8 |& m7 ~
date of December 11, 2008.$ U+ a/ N' m' F' K# j
For each five-year period after the Initial Fixed Rate Period (each, a+ p- ?; q* I7 U7 [ ]
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
9 Y- G6 e) b# m: f7 jSeries 18 will be entitled to receive fixed non-cumulative preferential cash
4 t/ r8 ` f# O1 T+ [% C. Ndividends, as and when declared by the Board of Directors, subject to the
0 S9 l' P* I( R& ]+ Y* Iprovisions of the Bank Act, payable quarterly on the 25th day of February,
/ Y( B) S3 z/ y- }/ n1 Y. eMay, August and November in each year, in the amount per share per annum: v; R3 [" i& k- e- p
determined by multiplying the Annual Fixed Dividend Rate applicable to) V0 W, v% V4 T" R8 I0 e
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
. ~9 A& g' f( L# LRate for the ensuing Subsequent Fixed Rate Period will be determined by the
. c$ l: `8 k( q# C8 |) n8 k# dBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day( p6 ]9 c, K$ W, S* Y) f! }
of such Subsequent Fixed Rate Period and will be equal to the sum of the8 s0 {) J/ `% h6 A/ l X( h1 {7 d) \
Government of Canada Yield on the applicable Fixed Rate Calculation Date
/ ~9 r0 l/ V0 S' g- l5 Nplus 3.83%.7 X+ u$ b# a- j: U2 k' x- @
If the Board of Directors does not declare a dividend, or any part thereof, on
" J* d3 b3 L2 o2 c/ ] Uthe Preferred Shares Series 18 on or before the dividend payment date for a
% q6 m* V* A0 [4 D9 h( w/ Wparticular quarter, then the entitlement of the holders of the Preferred
- S% G) l+ L" ~& |7 xShares Series 18 to receive such dividend, or to any part thereof, for such" B7 H3 f: P _1 o7 s5 |( y7 x( t
quarter will be forever extinguished.
. L/ S6 h8 ?% U' XRedemption: Subject to the provisions of the Bank Act and to the prior consent of the3 D4 [* J( U% i; E0 {1 T
Superintendent and to the provisions described below under ‘‘Details of the
+ a$ P' U0 A6 @1 _+ I! l3 U+ cOffering — Certain Provisions of the Preferred Shares Series 18 as a, e" x: ~" [% H! D
Series — Restrictions on Dividends and Retirement of Shares’’, on0 u% B9 [7 L0 a0 q2 W
February 25, 2014 and on February 25 every five years thereafter, on not5 B# s+ }- ]3 u& {
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
% e4 u2 {3 I" {' ]! _part of the then outstanding Preferred Shares Series 18, at the Bank’s option8 W# B: P' n6 P
without the consent of the holder, by the payment of an amount in cash for. i) K" G7 o5 N6 N7 \1 ~+ k
each such share so redeemed of $25.00 together with all declared and unpaid
& q! a0 z; D* g8 I; V) [8 Y, Mdividends to the date fixed for redemption.: t% W# A U$ ^/ Q' S p9 N
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic; a! Q- e% X) O/ C% u
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have0 v* t9 I+ f6 I/ T ?& K" \
the right, at their option, to convert, on February 25, 2014 and on. }! _, }- o1 d6 P0 I+ O2 c- f- H' y
S-4
4 C( L0 F1 I! o8 ?! u' m* AFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
o3 p8 v: n% O* Q0 por all of their Preferred Shares Series 18 into an equal number of Preferred! ]2 R0 c$ ]. ^0 U
Shares Series 19 upon giving to the Bank notice thereof not earlier than ~/ r$ t* `0 t( [3 K! c
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
# l. s* Y# {0 U! {& [6 t/ ^& Spreceding, a Series 18 Conversion Date.$ t% W& H, J, [! G- c; |: ]
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
+ M+ a4 O/ B9 j Z) E G& O z/ j mProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares% m9 v3 A N; \! D" N
Series 19, as the case may be, that there would be outstanding on such! x ?* q0 Q. t9 G+ ?, M$ Q6 i
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
% O, U. M" {0 I3 ~1 Q! ~such remaining number of Preferred Shares Series 18 will automatically be0 c9 I& m4 H$ c! e0 }: ?/ L
converted on such Series 18 Conversion Date into an equal number of
9 H4 _/ ^- Q ~" ~Preferred Shares Series 19. Additionally, if the Bank determines that, after0 v/ d8 n% O4 f9 L4 P. G
conversion, there would be outstanding on such Series 18 Conversion Date
; ]! q) \9 t5 _less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
2 }" q. {: N2 R L) Y+ f0 y5 _Series 18 will be converted into Preferred Shares Series 19.
$ s% k4 m! j1 |Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. @; ] g8 u* j# Z* c+ r: S8 Y4 MSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
- A$ k0 _5 d! Cany meeting of the shareholders of the Bank unless and until the first time at$ m' s7 X* K6 z( f: \; l8 }
which the Board of Directors has not declared the whole dividend on the
" O& m, R0 o) k# k# i( b5 EPreferred Shares Series 18 in any quarter. In that event, subject as( k/ W5 w7 i; C" d4 N4 X2 n$ C7 w
hereinafter provided, the holders of Preferred Shares Series 18 will be
+ {8 ~9 P/ R% }4 G ]entitled to receive notice of, and to attend, meetings of shareholders at which7 ~# @; p: b$ H: t; J
directors of the Bank are to be elected and will be entitled to one vote for; d p2 C. O1 ]5 H/ S
each Preferred Share Series 18 held. The voting rights of the holders of the
2 E8 a% A* F, kPreferred Shares Series 18 will forthwith cease upon payment by the Bank of8 i m8 e! d5 t2 z; _; ?) [ _
the first dividend on the Preferred Shares Series 18 to which the holders are) h$ K5 `- R" i( u
entitled thereunder subsequent to the time such voting rights first arose until* f9 a- ~& s4 e0 d1 r" w9 k
such time as the Bank may again fail to declare the whole dividend on the' B9 ]! |$ |2 I7 o j- ?
Preferred Shares Series 18 in respect of any quarter, in which event such+ s. {* M9 V" a3 J2 ^$ ~
voting rights will become effective again and so on from time to time.
y& V: T: t' m8 cPrincipal Characteristics of the Preferred Shares Series 198 L; Q* a2 L: W8 N, N
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
4 f1 k0 B$ ?5 gfloating rate non-cumulative preferential cash dividends, as and when/ K0 Y; p/ K8 `2 |
declared by the Board of Directors, subject to the provisions of the Bank Act,
/ T0 F' H& Y+ ^3 K' O7 kpayable quarterly on the 25th day of February, May, August and November
% \8 j2 s, A, N; Yin each year, in the amount per share determined by multiplying the1 m9 i9 [ l( {5 ~% B8 y' ]- C
applicable Quarterly Floating Dividend Rate by $25.00.$ \3 O* r+ p% P
On the 30th day prior to the commencement of the initial quarterly dividend
, C& K7 ~ {8 C. operiod beginning on February 25, 2014, and on the 30th day prior to the first' s, d- o8 T/ p
day of each subsequent quarterly dividend period (the initial quarterly5 h9 _9 q+ l2 g; E5 U
dividend period and each subsequent quarterly dividend period is referred to
. Q4 M. x; A8 }- Bas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the# B7 ]4 M4 O2 E% s8 B5 r
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
9 O) R: g j* T" EPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the$ U* ]; }+ J: D C7 U2 a6 d
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
7 W& Z9 C! V- v8 _# [: Velapsed in the applicable Quarterly Floating Rate Period divided by 365)
4 S5 v. M5 h: Ydetermined on the 30th day prior to the first day of the applicable Quarterly# x: S' x! n6 m0 O
Floating Rate Period.
+ y7 C- `* D2 c6 W; I, S1 GS-5
& D5 y* [2 _8 D4 T# Q! C; w9 {4 P4 IIf the Board of Directors does not declare a dividend, or any part thereof, on5 s. q+ N V e' K2 `. m
the Preferred Shares Series 19 on or before the dividend payment date for a9 V5 _( T0 [% B7 X/ e0 a% T4 n
particular quarter, then the entitlement of the holders of the Preferred
1 M, I+ @, Q- c N1 ^Shares Series 19 to receive such dividend, or to any part thereof, for such+ F4 y: r/ D6 j
quarter will be forever extinguished.4 Z, ~/ d) H( v( [) u5 a" K
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
+ u+ O, p! [9 ~% @& p7 P7 }7 |2 {; ]Superintendent and to the provisions described below under the heading
4 Y) o }! K; a: o; h; |‘‘Details of the Offering — Certain Provisions of the Preferred Shares
0 n1 a- k. K" d4 f( F, }8 k5 Y3 r0 BSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
0 i1 {8 W+ Z1 W: don not more than 60 nor less than 30 days’ notice, the Bank may redeem all
6 F' a) Q( _; `% Qor any part of the then outstanding Preferred Shares Series 19, at the Bank’s( p) S0 c, M L7 h; i& x# \
option without the consent of the holder, by the payment of an amount in
6 _( E8 Q* a+ `/ pcash for each such share so redeemed of (i) $25.00 together with all declared
; `6 a+ G( i' o/ g/ z9 K8 G7 wand unpaid dividends to the date fixed for redemption in the case of; N) u. b0 E3 |) `* x4 l
redemptions on February 25, 2019 and on February 25 every five years" Q. r8 ?2 p K
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to2 `2 v/ H4 q9 U1 U
the date fixed for redemption in the case of redemptions on any other date
, t' q) u) ]' T" C+ H' G" V2 ^/ g8 |+ fon or after February 25, 2014.; e1 D$ B2 e, k E% S& A# Z# L
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
. s. v) ^/ M& }' X, n* q2 sShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have; N3 N8 Z i' \! n- X
the right, at their option, to convert, on February 25, 2019 and on; h4 {: ~ A. o( d* A
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
+ J7 B0 `7 h, a) m/ t& A& I& lor all of their Preferred Shares Series 19 into an equal number of Preferred% ^! ^, N( V0 \- _% ^: B
Shares Series 18 upon giving to the Bank written notice thereof not earlier
4 P" S# U: r$ O, U$ H* q+ @than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
; y% p& E2 E& v$ e2 n9 f- ^2 b( l15th day preceding, a Series 19 Conversion Date.
; e2 F# ?4 _3 a0 OAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
3 V" o1 F- p: T/ y1 L3 a5 TProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
0 M* E: t% e* x: s/ L2 qSeries 18, as the case may be, that there would be outstanding on such' C8 X. r0 i O6 F6 d
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
8 i! u7 t+ b3 p! E; `such remaining number of Preferred Shares Series 19 will automatically be! U- `- Y- B* U8 S5 _( ^% m
converted on such Series 19 Conversion Date into an equal number of9 _3 ^7 V" \+ S" X- I8 @- F
Preferred Shares Series 18. Additionally, if the Bank determines that, after# t: F+ Y: x$ F5 D( Q* I4 w
conversion, there would be outstanding on such Series 19 Conversion Date
5 M N! c* E; B1 a$ j3 Z" c9 U- Qless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares* y& @7 R1 P* G/ m
Series 19 will be converted into Preferred Shares Series 18.8 r5 Y |1 N2 v+ v
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
2 I3 e# b3 y8 K* i! l' [8 p4 USeries 19 will not be entitled as such to receive notice of, attend, or vote at,
) G* _$ N# P7 ~+ h% h3 kany meeting of the shareholders of the Bank unless and until the first time at
' V* k/ A6 W2 k( O8 Pwhich the Board of Directors has not declared the whole dividend on the
8 Q; z( k' C' q; B& DPreferred Shares Series 19 in any quarter. In that event, subject as
; ]8 d% f6 M& X8 ^* q) mhereinafter provided, the holders of Preferred Shares Series 19 will be
; n) @6 z- p9 ?+ O, l4 ventitled to receive notice of, and to attend, meetings of shareholders at which
$ N' |1 Q: @3 W* Q( Edirectors of the Bank are to be elected and will be entitled to one vote for$ Z D2 ?; C4 X- u0 y6 F
each Preferred Share Series 19 held. The voting rights of the holders of the4 m, _0 H/ w0 M5 G
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of9 m3 g; B: h3 o. I' q
the first dividend on the Preferred Shares Series 19 to which the holders are
, l; H7 j" ^8 q U# Z: o8 `3 Q r) hentitled thereunder subsequent to the time such voting rights first arose until
: Y" O6 c% [' [8 G1 Y1 ^- ysuch time as the Bank may again fail to declare the whole dividend on the8 p( } [9 v1 ~4 n8 p8 y
Preferred Shares Series 19 in respect of any quarter, in which event such
7 Y0 O4 [4 p. V0 s: L1 R5 {voting rights will become effective again and so on from time to time./ S7 x9 G; B( r. v5 Y0 ]
S-6
7 U# @) y! c$ _5 u/ b2 BPriority: The preferred shares of each series of the Bank will rank on a parity with$ P( z$ n( y4 @2 P
every other series and are entitled to preference over the common shares of: |' h& f( z- n! T2 {8 P1 h
the Bank and over any other shares of the Bank ranking junior to the
) }" V* Z# f$ Hpreferred shares with respect to the payment of dividends and upon any
$ |2 r" Q, u9 u3 b% `1 s( udistribution of assets in the event of the liquidation, dissolution or
& s5 T# G) b; y! [5 zwinding-up of the Bank.+ g+ b. l" ?: z7 ~1 G9 H' x9 q9 K4 i
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
. O# U: B) _& `% U/ HDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares& ?& }- ~4 Z8 E* i0 ?/ _: k1 S
Series 18 and Preferred Shares Series 19 will not be required to pay tax on+ n9 ]; f" q/ V% s( b* @+ c
dividends received on such shares under Part IV.1 of such Act. |
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