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发表于 2008-11-29 16:58
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下面是BMO的:' f7 a0 D, c( \% a# M* a4 _ B' ^
SUMMARY OF THE OFFERING
3 N5 q/ T+ t, gThis 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’’.# | m& D: U* Z
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
" C% l$ {) c1 D4 ^2 h" O* yAmount: $150,000,000 (6,000,000 shares).9 o5 S* o& m; ~ z: @
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
: H3 s. c0 E# s/ w( qPrincipal Characteristics of the Preferred Shares Series 18
" ?9 _- @8 @: \6 P f: C3 U! gDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed- T% c2 p5 x: c, G
non-cumulative preferential cash dividends, as and when declared by the
+ I1 U8 p: q$ m$ E5 l4 K. t& RBoard of Directors, subject to the provisions of the Bank Act, for the initial
! t {9 l' G- I, J* E4 jperiod commencing on the closing date and ending on and including5 E _" r& ~% ^1 v
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
; ?5 E z) |: E, ^25th day of February, May, August and November in each year, at a rate
2 B6 D6 C" J7 o9 ]" A9 Requal to $0.40625 per share. The initial dividend, if declared, will be payable; U* Y1 z6 b6 y+ x0 P8 e1 ?1 N
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
( G/ v4 I M6 W4 n/ sdate of December 11, 2008.
& l5 |8 j% [* v uFor each five-year period after the Initial Fixed Rate Period (each, a# c8 B/ L/ y9 U; |
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
2 e0 x1 y4 n1 ~2 f$ ZSeries 18 will be entitled to receive fixed non-cumulative preferential cash
: @8 c, _8 ?' K3 H& L( odividends, as and when declared by the Board of Directors, subject to the
! ?( w" \8 Q1 u0 K8 I& W; B5 P Oprovisions of the Bank Act, payable quarterly on the 25th day of February,& p! K; f0 a d5 e3 t
May, August and November in each year, in the amount per share per annum* D- H0 ]8 }: H8 @6 U
determined by multiplying the Annual Fixed Dividend Rate applicable to
# z+ f/ p! K, b; K2 @# U$ esuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend4 u/ }0 }: [4 d }/ C
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the |. A& @- `+ @4 z. e- `9 y
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
5 K F, ]! o# D6 }: \& L* vof such Subsequent Fixed Rate Period and will be equal to the sum of the
3 {( g3 n0 e: B8 u* EGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
! L2 B& o7 k4 }, u7 Pplus 3.83%.
8 W- b/ A% i& W5 F, eIf the Board of Directors does not declare a dividend, or any part thereof, on
: N5 Y/ S4 Y6 |+ S5 Z. Z( Tthe Preferred Shares Series 18 on or before the dividend payment date for a
. A4 i1 I I# J. d+ e) a4 Lparticular quarter, then the entitlement of the holders of the Preferred
S) r" K* ]8 o) Q; IShares Series 18 to receive such dividend, or to any part thereof, for such
4 i2 ^$ R! ]$ |- ~+ w6 qquarter will be forever extinguished.; G3 s1 x8 @8 ~( U
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
6 i# b& j) x3 b" MSuperintendent and to the provisions described below under ‘‘Details of the
* t) c5 x9 X. @& Q$ vOffering — Certain Provisions of the Preferred Shares Series 18 as a- y5 K2 k+ ]( r# s; c5 C# Q' z
Series — Restrictions on Dividends and Retirement of Shares’’, on9 | L( Z% L- K, y6 }1 K$ Y. o3 R- ^1 g
February 25, 2014 and on February 25 every five years thereafter, on not$ z: N; }8 M6 j
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
5 @9 P6 m! g. ~: rpart of the then outstanding Preferred Shares Series 18, at the Bank’s option `) i8 Q; H8 J5 m; D1 g* t; |9 D* D
without the consent of the holder, by the payment of an amount in cash for
7 h) Q3 \1 l- n, d I5 u/ E) Heach such share so redeemed of $25.00 together with all declared and unpaid6 s) h4 z. N& j: H$ f2 P) I0 s3 y! w
dividends to the date fixed for redemption.- Z1 i3 N, x2 l/ X
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
" t6 x4 W, R# [ YShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
* n% \! [, I3 P$ cthe right, at their option, to convert, on February 25, 2014 and on
* B# {1 g$ r$ J s" YS-4
5 R- D: P: _3 _February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
' k6 q% a) l+ N8 C, Q- @or all of their Preferred Shares Series 18 into an equal number of Preferred+ M6 l5 a% F+ K- R& G
Shares Series 19 upon giving to the Bank notice thereof not earlier than
. V2 I+ P9 J; @4 Q. c& U30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day/ U! g( m3 L. f$ a: c
preceding, a Series 18 Conversion Date.
Q# i* x+ [: e2 b3 M+ `' A6 n3 KAutomatic Conversion If the Bank determines, after having taken into account all shares tendered# s: F- N9 ~( h0 p+ D/ f
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
4 A: V+ ]0 D5 Y' C5 C% K8 h$ F5 dSeries 19, as the case may be, that there would be outstanding on such, |2 m# s* `( a$ \6 u
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,3 n* `" p5 Q S0 W& K* {
such remaining number of Preferred Shares Series 18 will automatically be8 m. s* _, h5 R1 }" |
converted on such Series 18 Conversion Date into an equal number of7 {8 U% |2 Q1 @/ ^! m. n
Preferred Shares Series 19. Additionally, if the Bank determines that, after! q! V5 b; |: P7 B6 v
conversion, there would be outstanding on such Series 18 Conversion Date
' }$ c8 N; p: w. {less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
( i: S5 C" U! X5 l; e' gSeries 18 will be converted into Preferred Shares Series 19.
4 s: p8 Q5 O) r, I, w1 qVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" y# X3 n# ]3 b
Series 18 will not be entitled as such to receive notice of, attend, or vote at, g" g* H: z5 ^8 A A4 g& _- ]
any meeting of the shareholders of the Bank unless and until the first time at
. L! c, {( J3 I8 s+ C Qwhich the Board of Directors has not declared the whole dividend on the
4 i7 \8 w/ x% w& u4 C6 }- F' aPreferred Shares Series 18 in any quarter. In that event, subject as
9 ]6 C7 U% ]! p/ I. chereinafter provided, the holders of Preferred Shares Series 18 will be
" x+ i+ N( k- k) `+ Y5 g* \/ M$ M# f1 sentitled to receive notice of, and to attend, meetings of shareholders at which
! M" [" k% [) w5 Z" A$ y. Udirectors of the Bank are to be elected and will be entitled to one vote for8 O7 ~( T9 I! s! w7 t
each Preferred Share Series 18 held. The voting rights of the holders of the
. C3 G- T/ l* ^3 j" f2 WPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
% M" i' p; O# I/ qthe first dividend on the Preferred Shares Series 18 to which the holders are- ]: Q0 U# Q, ^
entitled thereunder subsequent to the time such voting rights first arose until
- ?: W$ R; J& A# J7 A* m/ xsuch time as the Bank may again fail to declare the whole dividend on the
' {3 I* [2 g& N8 M: mPreferred Shares Series 18 in respect of any quarter, in which event such$ d7 Y7 m; k9 s" B( m. k% a, u
voting rights will become effective again and so on from time to time.
$ ~' e% T0 i9 sPrincipal Characteristics of the Preferred Shares Series 19
2 H; T D1 g& YDividends: The holders of the Preferred Shares Series 19 will be entitled to receive$ h$ }6 @" Z E4 X/ ?% I
floating rate non-cumulative preferential cash dividends, as and when
' q# R5 S7 x% x# a0 k3 b. cdeclared by the Board of Directors, subject to the provisions of the Bank Act,
' g( n9 C( ]* c% V$ T e8 ^payable quarterly on the 25th day of February, May, August and November
5 W! v. _8 v' m6 p. U2 @6 Win each year, in the amount per share determined by multiplying the, P. ?- O2 Q/ s; J5 L% ]; E
applicable Quarterly Floating Dividend Rate by $25.00.
& M- I, I# H( w2 f. L, s6 VOn the 30th day prior to the commencement of the initial quarterly dividend
; L: {* q1 ~, k& _( J' Aperiod beginning on February 25, 2014, and on the 30th day prior to the first
: d0 P' M! q" W5 @) C, y' A. h1 iday of each subsequent quarterly dividend period (the initial quarterly( t" d; _2 u* R4 ^) p" e$ g
dividend period and each subsequent quarterly dividend period is referred to
- y1 y I' O4 y/ Z" `0 n9 E" was a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
4 U) ?4 s* u3 e; P* W/ d. ]Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate" a- L5 F- P, W9 U# y
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the7 g& G4 F" U% }( b- z
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days0 V- b7 l3 R4 c- Q3 n
elapsed in the applicable Quarterly Floating Rate Period divided by 365)& P. m. J6 B+ N: L
determined on the 30th day prior to the first day of the applicable Quarterly( V* q4 N% a8 Y& g% s5 E% }, Z: C" ?& e
Floating Rate Period.! V' W4 r6 S* V
S-50 Q7 g5 @9 V) W3 _+ b
If the Board of Directors does not declare a dividend, or any part thereof, on
" k( o- G3 K: E: \ [' t. xthe Preferred Shares Series 19 on or before the dividend payment date for a# w; r, X4 ?8 |% I
particular quarter, then the entitlement of the holders of the Preferred9 v: A6 m. a4 ]( k! b
Shares Series 19 to receive such dividend, or to any part thereof, for such
- M1 n: D4 V+ i2 `" i, Oquarter will be forever extinguished.
! c& M( R# p" \" c/ \0 o$ S) g. bRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
% z4 t7 e9 ?+ TSuperintendent and to the provisions described below under the heading
3 Y( f& K0 g: N, \‘‘Details of the Offering — Certain Provisions of the Preferred Shares/ G& v) M4 K: I& F, A T/ s
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,$ v: A8 `" e; p* }" L& R, Q
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all' ~/ b" j' I8 l' E$ P
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s' J( @, i3 @* G# I8 L# U( X
option without the consent of the holder, by the payment of an amount in
& ^/ y4 ]+ O" g/ D/ Ocash for each such share so redeemed of (i) $25.00 together with all declared& p# x/ w& ^% ]% b
and unpaid dividends to the date fixed for redemption in the case of
1 t/ ~6 n" {. vredemptions on February 25, 2019 and on February 25 every five years
% K% |* o5 M! w- ?- o3 B: T5 kthereafter, or (ii) $25.50 together with all declared and unpaid dividends to E, s4 }9 y9 z6 e! Z2 \
the date fixed for redemption in the case of redemptions on any other date# b7 L6 n$ J5 Z( h
on or after February 25, 2014.
: X# i% @: X! b/ u m3 w- K1 qConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic6 F6 r+ K% o5 |' W
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have5 D6 F0 ~! Q; T0 Q
the right, at their option, to convert, on February 25, 2019 and on
) \# }: L- U, `+ f+ Y5 YFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any7 F% K* O: N6 n/ X3 ^0 Q e6 K
or all of their Preferred Shares Series 19 into an equal number of Preferred P+ B, v' _, y! a% G' x5 Z
Shares Series 18 upon giving to the Bank written notice thereof not earlier. g4 s( m) l3 a Y9 c
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the& e4 I# E6 a+ M0 V7 z
15th day preceding, a Series 19 Conversion Date.% v3 ? K" ]7 c' J7 @7 D
Automatic Conversion If the Bank determines, after having taken into account all shares tendered2 c1 M! j* M- E
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
7 T" a% l* I/ | p+ xSeries 18, as the case may be, that there would be outstanding on such% Z9 I" g: ]+ C3 v+ k
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
2 K( f9 R" i4 n$ j; Qsuch remaining number of Preferred Shares Series 19 will automatically be2 k! d [1 ?" r
converted on such Series 19 Conversion Date into an equal number of
. i( M" e' ^, {2 e7 P+ u& G, t# KPreferred Shares Series 18. Additionally, if the Bank determines that, after
7 R* f. R1 M2 p' l% Q( bconversion, there would be outstanding on such Series 19 Conversion Date
9 }5 A1 j' Y- d9 Sless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
- l* N F+ ]" l$ g' @" USeries 19 will be converted into Preferred Shares Series 18.
0 R. t6 W" ~7 _ j! `, A {Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares& M3 u) z# ?: j9 h9 W
Series 19 will not be entitled as such to receive notice of, attend, or vote at,& [0 @) G, t: w7 F/ I7 n: A8 q
any meeting of the shareholders of the Bank unless and until the first time at
1 ~% [. i( V" Z [. B+ X! Gwhich the Board of Directors has not declared the whole dividend on the3 s; W% d3 _+ J1 f4 i; L& }
Preferred Shares Series 19 in any quarter. In that event, subject as
# s/ C! ^3 N/ |/ [' Ohereinafter provided, the holders of Preferred Shares Series 19 will be
2 i* M7 g2 x: ^. G6 centitled to receive notice of, and to attend, meetings of shareholders at which# U0 i: b' K& a2 f7 [8 }2 F
directors of the Bank are to be elected and will be entitled to one vote for
- e1 H3 _( C/ Y( D) v) p/ yeach Preferred Share Series 19 held. The voting rights of the holders of the* g9 O: X+ a5 L7 ~$ w
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of' S5 k P% w5 Y( L7 M( ]1 [, e
the first dividend on the Preferred Shares Series 19 to which the holders are; J" u0 P$ p1 ~- s
entitled thereunder subsequent to the time such voting rights first arose until# z! G, N G3 Y% H# j. P5 E
such time as the Bank may again fail to declare the whole dividend on the8 ~6 o6 _6 P- q) m- U5 ?% ?/ e% q
Preferred Shares Series 19 in respect of any quarter, in which event such
' ~+ c! Z7 A: ^0 X) \' S8 @5 m8 Vvoting rights will become effective again and so on from time to time.
4 E) z5 s1 g5 WS-6( l- ]6 \# A2 ~! B" f
Priority: The preferred shares of each series of the Bank will rank on a parity with" \' O9 E s' d& n0 ~# b# X
every other series and are entitled to preference over the common shares of
( f# s7 i& Q( Y6 \2 n8 Hthe Bank and over any other shares of the Bank ranking junior to the+ ^3 H9 U% g$ X: P/ h
preferred shares with respect to the payment of dividends and upon any
" t* @1 k7 D& y8 Adistribution of assets in the event of the liquidation, dissolution or! ^5 `4 z' d% X$ V
winding-up of the Bank.7 v' m3 j, ~# z
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
7 g- d" @; a2 i9 o6 [0 }/ g! oDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
) _! o% w0 @ I; d V' ]Series 18 and Preferred Shares Series 19 will not be required to pay tax on
5 s1 U7 q; V& Q h0 bdividends received on such shares under Part IV.1 of such Act. |
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