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发表于 2008-11-29 16:58
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下面是BMO的:5 F5 D: {' v3 @. ]9 u
SUMMARY OF THE OFFERING
1 i! b/ Z3 s; _8 ~ kThis 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’’.
& u' H9 Q0 A" ~( x# R! eIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.4 V" c/ \1 M( l& S( ^) K( {/ v- M
Amount: $150,000,000 (6,000,000 shares).' E3 ?5 R3 z& F& h& z6 T0 s
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
" \ i& m$ j5 S% {$ J7 s yPrincipal Characteristics of the Preferred Shares Series 18 x* R& O! P* E3 |) ~, _0 z
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
+ d- `* C @& E* y$ Dnon-cumulative preferential cash dividends, as and when declared by the
$ w3 `5 V- D! g3 NBoard of Directors, subject to the provisions of the Bank Act, for the initial& k9 a. U0 [ ~: H
period commencing on the closing date and ending on and including/ b# W2 a. Y9 c8 k8 e: [
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the9 @) n9 `. @- j3 r U+ x8 c6 `
25th day of February, May, August and November in each year, at a rate q3 K7 ]2 ^* {
equal to $0.40625 per share. The initial dividend, if declared, will be payable/ E/ ?0 Q( D7 K5 P# y! D
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing$ e6 z% g2 V7 I+ W
date of December 11, 2008.
1 Z! T% R6 {. F2 {0 AFor each five-year period after the Initial Fixed Rate Period (each, a
, U" A8 i E" G! C6 F+ E( O4 b/ L‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
3 X+ `/ h4 G# h T9 sSeries 18 will be entitled to receive fixed non-cumulative preferential cash, K. P- I# }8 p5 ~$ J; l( y. j" c
dividends, as and when declared by the Board of Directors, subject to the
/ E* v. G, k* O$ c5 v, V* {provisions of the Bank Act, payable quarterly on the 25th day of February,# l, t' ?3 _& O, h/ O( g5 i) q
May, August and November in each year, in the amount per share per annum2 f/ e3 U# E2 [' z( Y
determined by multiplying the Annual Fixed Dividend Rate applicable to
. H% U* p: i) y/ ksuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
8 d! U' C0 h7 ^Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
2 P; Q y4 X H1 d' k4 H$ s2 sBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day' K+ G7 n- J5 a
of such Subsequent Fixed Rate Period and will be equal to the sum of the+ D$ v6 u3 A( e2 }' b \0 H
Government of Canada Yield on the applicable Fixed Rate Calculation Date# N7 y/ U" k( v
plus 3.83%.- L. w& n" d8 A% z$ R, @6 b
If the Board of Directors does not declare a dividend, or any part thereof, on1 i7 h* [" @* b
the Preferred Shares Series 18 on or before the dividend payment date for a
' {3 V! x' m8 A: l, V. aparticular quarter, then the entitlement of the holders of the Preferred$ s. c* K8 ]0 L
Shares Series 18 to receive such dividend, or to any part thereof, for such9 Y: Y) q: b( y
quarter will be forever extinguished.
; o f( \" Y. G3 l5 j; A+ `) kRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
: J9 @" a2 Q$ o: Y9 ^Superintendent and to the provisions described below under ‘‘Details of the* T1 I/ L3 _: B# A; R. ?& e
Offering — Certain Provisions of the Preferred Shares Series 18 as a
7 a5 G+ K7 N# m8 X gSeries — Restrictions on Dividends and Retirement of Shares’’, on
. Y R c6 `0 r. O# z" X% p+ tFebruary 25, 2014 and on February 25 every five years thereafter, on not
% V7 C! t6 r# Z$ V4 M8 [$ Jmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
" ~, w! a7 K+ b- G/ K) [; rpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
5 b$ J' o, \7 swithout the consent of the holder, by the payment of an amount in cash for
3 n. N$ U2 G/ y* feach such share so redeemed of $25.00 together with all declared and unpaid
7 T3 T C o" u: |6 fdividends to the date fixed for redemption.+ Y. T- f& E/ C1 |4 Z
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic; J; V+ d2 h5 A9 X
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have0 N; @6 z- i" ?7 I6 R
the right, at their option, to convert, on February 25, 2014 and on8 P. o: `0 m; @2 w8 l$ K
S-4
2 W# S4 o7 \4 h( N' |; aFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
! g$ M/ l" s' y) `% g9 qor all of their Preferred Shares Series 18 into an equal number of Preferred/ G6 Y$ U: N1 j3 p# q E8 f' t2 z. ?
Shares Series 19 upon giving to the Bank notice thereof not earlier than
5 F" o0 t# M5 q& L) l2 Q30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
M7 K/ ?3 k1 C; Jpreceding, a Series 18 Conversion Date.9 q! n; m+ L" }- X( k1 G
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
b/ N$ S* \( x" GProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares7 q# L1 s2 o/ \1 ]" o7 l5 u
Series 19, as the case may be, that there would be outstanding on such
5 a9 \& w; [' }* T; bSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,- s. W. ]$ @& R# P4 D
such remaining number of Preferred Shares Series 18 will automatically be
- s$ T3 {! c5 X: econverted on such Series 18 Conversion Date into an equal number of
& Z2 V. k a6 Y- z9 o, \6 s: H7 }0 NPreferred Shares Series 19. Additionally, if the Bank determines that, after# _0 n7 {) }$ |& u- b
conversion, there would be outstanding on such Series 18 Conversion Date6 q+ d# d; G3 W N2 T& M! U7 P0 s
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares0 o/ i% j# O0 ^9 |$ ?. U6 t
Series 18 will be converted into Preferred Shares Series 19.
* w/ X# ]) L2 Z/ M( q2 eVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
; X9 H/ r' w# ^: i: _Series 18 will not be entitled as such to receive notice of, attend, or vote at,
9 v1 y2 Q) B3 k( Wany meeting of the shareholders of the Bank unless and until the first time at
8 ?! x% P- F1 c0 v; I9 n1 E' iwhich the Board of Directors has not declared the whole dividend on the
7 o8 N% L3 B- n% a5 J5 p& }' GPreferred Shares Series 18 in any quarter. In that event, subject as$ K. o! j' i( K) ~1 P
hereinafter provided, the holders of Preferred Shares Series 18 will be# H7 S3 M# v* _* E7 A3 r$ k4 O
entitled to receive notice of, and to attend, meetings of shareholders at which
# F& _- _: t! E, N# b5 a6 a- ldirectors of the Bank are to be elected and will be entitled to one vote for
. i' _0 W( k- veach Preferred Share Series 18 held. The voting rights of the holders of the
- g% v& D, M* J& _" x+ ^% z6 [Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
; Z, V8 C& ` S8 ~the first dividend on the Preferred Shares Series 18 to which the holders are5 e. S6 }- o" F7 M
entitled thereunder subsequent to the time such voting rights first arose until
1 A9 w! |1 }$ R5 R2 q H- O/ g2 Ksuch time as the Bank may again fail to declare the whole dividend on the5 ^6 K6 G2 ^. [$ q9 C( R5 ?
Preferred Shares Series 18 in respect of any quarter, in which event such
( _$ P! |, |! Uvoting rights will become effective again and so on from time to time.
( t3 |1 u( j8 J' o. T! WPrincipal Characteristics of the Preferred Shares Series 19! W6 Z |1 j6 `' ?2 r& R d V; k
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive) q3 O7 X% k6 [/ q; s
floating rate non-cumulative preferential cash dividends, as and when% Y5 r8 n5 x9 d) _" I/ A! k
declared by the Board of Directors, subject to the provisions of the Bank Act,9 K, d# \2 T- j: Z3 a
payable quarterly on the 25th day of February, May, August and November
+ W; ? u. Z) G8 h% l( Pin each year, in the amount per share determined by multiplying the
" z/ \) z+ l8 \" _; p; ^" oapplicable Quarterly Floating Dividend Rate by $25.00.* R, K5 X5 v8 ?5 [' I2 D$ Z' _% \0 d
On the 30th day prior to the commencement of the initial quarterly dividend
2 T4 }9 U' ~. o7 @period beginning on February 25, 2014, and on the 30th day prior to the first
. f J* B# k' ]: w- jday of each subsequent quarterly dividend period (the initial quarterly
# K, O/ X( f% k+ y; N% cdividend period and each subsequent quarterly dividend period is referred to! O2 X8 D8 {5 E" |- f7 d# O8 U5 O
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the& {/ i/ J! {1 l, {4 x% P
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate' v5 A$ n" ?$ I. w% j7 l
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the0 j5 w. B, ~6 w. t- S& L, c( G) Y
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days3 y4 d+ I1 D) r! Q$ N5 p! F/ A
elapsed in the applicable Quarterly Floating Rate Period divided by 365)! |* {( F" y! ?* A4 b+ C
determined on the 30th day prior to the first day of the applicable Quarterly( O; t* D8 I! h: F8 F( k$ W4 v
Floating Rate Period.6 P; d# H4 y4 S, \; d- V$ m! F8 ]
S-54 n1 P5 w7 ?; d
If the Board of Directors does not declare a dividend, or any part thereof, on
" \1 G# t: k& G" B$ `1 Ithe Preferred Shares Series 19 on or before the dividend payment date for a
* T! H4 S7 e7 _7 q1 D: Gparticular quarter, then the entitlement of the holders of the Preferred
, [0 Q7 T: {2 M/ d6 D# Y7 T, G* s. xShares Series 19 to receive such dividend, or to any part thereof, for such( i5 |+ b0 T( D& u; u
quarter will be forever extinguished.
: Q: c& {! h7 q; @# Y+ bRedemption: Subject to the provisions of the Bank Act and to the prior consent of the9 y; K: N1 |+ ]2 G/ s# Q
Superintendent and to the provisions described below under the heading
& o: r! n- U2 |3 t' E‘‘Details of the Offering — Certain Provisions of the Preferred Shares3 b5 D$ N2 s d0 O+ v3 l e# L
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,2 F* b1 _4 |' F
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all6 \- i7 h# l& H$ `) E n
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
6 K H) _% [ Zoption without the consent of the holder, by the payment of an amount in, K1 U4 V9 H: u0 Y& n
cash for each such share so redeemed of (i) $25.00 together with all declared
& p6 U/ F6 r& w: e; Tand unpaid dividends to the date fixed for redemption in the case of
6 H, |. f3 g" ~2 x% K N) H9 a3 lredemptions on February 25, 2019 and on February 25 every five years. x, C' Z! }& D' L
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
; G! [( m4 p' P9 l2 m1 ithe date fixed for redemption in the case of redemptions on any other date
$ M+ Z4 ?( ?& w) i# `6 z+ }on or after February 25, 2014.
( l3 ]3 |' T" [5 T* r/ j0 @/ {: LConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
9 o: `& u; B/ p; Q/ @8 _Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have' D- u0 ^$ M. Q$ A
the right, at their option, to convert, on February 25, 2019 and on" E) C9 {+ G* ^' o& q% V9 J
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any$ r; S/ S2 I1 b% r* z2 V5 n
or all of their Preferred Shares Series 19 into an equal number of Preferred
+ L5 r& C1 Y4 ^, P& W" `Shares Series 18 upon giving to the Bank written notice thereof not earlier
: s5 Q$ t" I0 ~ F+ _ Y& f: Athan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the: d4 {% t! q% E+ a
15th day preceding, a Series 19 Conversion Date.
\: c7 J- x" @Automatic Conversion If the Bank determines, after having taken into account all shares tendered/ n# T N+ _1 R% V) d) I
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
- a8 c1 C3 {$ H+ P4 O6 kSeries 18, as the case may be, that there would be outstanding on such/ w( F: J) A4 N; R
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,. m" z) `, N" L9 ~
such remaining number of Preferred Shares Series 19 will automatically be Q( {. }1 f) Q6 h8 t% r7 w' l
converted on such Series 19 Conversion Date into an equal number of+ {% T1 U' K2 P0 E1 G
Preferred Shares Series 18. Additionally, if the Bank determines that, after
) ~/ B/ p* ?& M9 G# yconversion, there would be outstanding on such Series 19 Conversion Date
6 A$ {# C1 |1 L+ Nless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
9 O) _: n& v8 J7 P' w4 l& q$ B) CSeries 19 will be converted into Preferred Shares Series 18.2 W9 `+ p- a# A W8 T. J8 C `
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 D& I4 ~/ O3 F- N3 @
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
6 o/ w5 B$ n3 xany meeting of the shareholders of the Bank unless and until the first time at
+ Z& w3 [% D7 ]! K+ Nwhich the Board of Directors has not declared the whole dividend on the
" l1 y: M5 U0 `3 APreferred Shares Series 19 in any quarter. In that event, subject as3 @' u9 @+ f" M1 n: X U
hereinafter provided, the holders of Preferred Shares Series 19 will be
2 x9 D+ b* I$ T- W2 r+ h; Ientitled to receive notice of, and to attend, meetings of shareholders at which
. o+ {, J: M7 {/ m: {7 Rdirectors of the Bank are to be elected and will be entitled to one vote for
0 ~3 Y2 p2 |3 {% y2 P- U2 C. Qeach Preferred Share Series 19 held. The voting rights of the holders of the2 \1 I' E) J$ c
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of0 z* F* }1 {; \2 ^0 C, {$ ^
the first dividend on the Preferred Shares Series 19 to which the holders are
- O9 S+ x% @5 ], y5 Q/ V, B9 Z( ^entitled thereunder subsequent to the time such voting rights first arose until" N6 j/ b7 O+ \$ `; P- X* m$ e
such time as the Bank may again fail to declare the whole dividend on the
1 X. b( U- F4 r- @+ ^6 F* BPreferred Shares Series 19 in respect of any quarter, in which event such6 a+ r' c: T* F
voting rights will become effective again and so on from time to time.+ D) M( J8 p- r/ n. ?
S-6
t1 L* A9 B1 i8 ~Priority: The preferred shares of each series of the Bank will rank on a parity with
/ Z# F6 D7 X, z8 T! zevery other series and are entitled to preference over the common shares of( {, D; n {* b! X: F. I) H6 y2 w/ O
the Bank and over any other shares of the Bank ranking junior to the7 N4 k6 t" _! y; h1 v5 c8 q8 |
preferred shares with respect to the payment of dividends and upon any
+ q6 Q2 X2 W6 A; s1 p* Vdistribution of assets in the event of the liquidation, dissolution or
6 {1 c0 w+ N/ D) R6 e. ]! hwinding-up of the Bank.( C3 d! `! G$ p5 {. x9 j1 s
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under9 ]/ o* j1 L& J* k8 H' s: N v/ T# ]$ O
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares- ]- J% S" w1 k$ ~+ ]6 c2 ^
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
8 w+ D2 T3 g% m4 K g; P) odividends received on such shares under Part IV.1 of such Act. |
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