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发表于 2008-11-29 16:58
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下面是BMO的:- [1 {$ [/ X6 {4 A: X* a3 W
SUMMARY OF THE OFFERING
9 P/ q# Y5 k% i6 E+ C# J6 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’’.
: u ^0 E5 G1 P- u/ w) f6 u: P9 h- s: }Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18., l' @/ Q0 M8 `6 M$ p
Amount: $150,000,000 (6,000,000 shares).- @8 G# b' r6 R; E t
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
. D) s0 z6 {* }; ?' T9 x9 }0 S5 i% TPrincipal Characteristics of the Preferred Shares Series 189 D0 M6 T# e# [3 f6 }, k
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
, O: y4 t5 {0 N5 Hnon-cumulative preferential cash dividends, as and when declared by the* r \" u3 x" G1 g8 b
Board of Directors, subject to the provisions of the Bank Act, for the initial2 k6 f, R& H& o$ N4 K- G9 }
period commencing on the closing date and ending on and including& f3 q/ h, J1 Q Y
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
& a5 U4 L8 M" E" N. O6 ~25th day of February, May, August and November in each year, at a rate5 P. y' p" G$ B7 ~6 h8 J$ \
equal to $0.40625 per share. The initial dividend, if declared, will be payable& \. r" c! p$ k) N, K
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
& ^. ^% T) M( h/ x2 c9 fdate of December 11, 2008.
9 x0 k6 y' }9 O% a: X" I' B8 tFor each five-year period after the Initial Fixed Rate Period (each, a2 u8 T- `2 |% V; n. w5 T3 |0 T5 P- S
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares4 m! u; ]! [ `& N [1 V
Series 18 will be entitled to receive fixed non-cumulative preferential cash$ x) f* a4 |) w0 i
dividends, as and when declared by the Board of Directors, subject to the
- ]5 N3 j0 F- ?, d! c, Z1 F1 Mprovisions of the Bank Act, payable quarterly on the 25th day of February,9 J! N' m9 k: d0 d2 j" B. D. [
May, August and November in each year, in the amount per share per annum
* S" e5 F; c* Y; N6 ` i d, x+ x: Sdetermined by multiplying the Annual Fixed Dividend Rate applicable to2 `/ X; P1 A- b6 I& s
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
6 v0 k0 R7 I7 o+ M( s5 g1 YRate for the ensuing Subsequent Fixed Rate Period will be determined by the( @4 Z; w8 n# \- B& L
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day$ I7 Y/ {* b% F# X A9 c/ N
of such Subsequent Fixed Rate Period and will be equal to the sum of the7 [" u" P9 j- a. D* ~+ q0 O
Government of Canada Yield on the applicable Fixed Rate Calculation Date
, w. ]! a- D/ e9 p9 i- h+ {- x! ^3 Yplus 3.83%.
7 {9 _# c8 o, C/ v; s" xIf the Board of Directors does not declare a dividend, or any part thereof, on
4 N* m$ j2 g, E6 |' G0 A5 O; S1 v: Nthe Preferred Shares Series 18 on or before the dividend payment date for a
( v; g+ K+ a: m* F: o/ }particular quarter, then the entitlement of the holders of the Preferred
: e. L0 Q2 ?0 k. tShares Series 18 to receive such dividend, or to any part thereof, for such5 C+ W: @3 L+ @) Q }
quarter will be forever extinguished.2 u+ p- O$ d! t- K- p- c
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the/ F. y6 v8 }( k* Y4 `- f( S' z
Superintendent and to the provisions described below under ‘‘Details of the
, W% C2 e+ X |+ K4 zOffering — Certain Provisions of the Preferred Shares Series 18 as a& q# W0 P# C4 n W6 K
Series — Restrictions on Dividends and Retirement of Shares’’, on1 K4 T7 X3 Q2 r$ A
February 25, 2014 and on February 25 every five years thereafter, on not3 ^& v3 _1 j v' [2 x) T0 F
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any! ]( A" \3 L+ F T) F" `
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
' C4 Z- ~, i, ?8 B# x7 A+ a3 zwithout the consent of the holder, by the payment of an amount in cash for
0 o9 Z- m4 F5 |; H( A5 ?7 |each such share so redeemed of $25.00 together with all declared and unpaid- Y# D% _8 r0 c* c, d
dividends to the date fixed for redemption.( L) }) t; z: _
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
2 }2 S* ?; t- W! ~7 GShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
# r) [, o J% v( xthe right, at their option, to convert, on February 25, 2014 and on
. C% |/ @' ?5 L' o& LS-4
& E8 r9 p& W7 m; XFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
( J3 J/ S% K# w( V/ @or all of their Preferred Shares Series 18 into an equal number of Preferred1 r. l" v: U! x+ i
Shares Series 19 upon giving to the Bank notice thereof not earlier than
% R. u& b; m: J- L30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
, ~' C" v3 S& d! U& `9 g0 l3 K6 \preceding, a Series 18 Conversion Date.% O: j0 j- l0 p/ y
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
5 k0 n( w& \. i a3 |0 S+ xProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
' f' ~% d; Y5 `: C, V; C/ d4 SSeries 19, as the case may be, that there would be outstanding on such
1 q# r0 P$ d* d) [Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
* {6 c* T' y3 H% g% rsuch remaining number of Preferred Shares Series 18 will automatically be7 Y* B) Z. g1 C1 X
converted on such Series 18 Conversion Date into an equal number of
+ v2 C. R4 M5 w$ [, U' HPreferred Shares Series 19. Additionally, if the Bank determines that, after
0 z4 {8 i0 L8 O+ l, Bconversion, there would be outstanding on such Series 18 Conversion Date! w( E6 p% l d" d
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares% w' c: d) E; v) z
Series 18 will be converted into Preferred Shares Series 19.1 D! x3 j0 ~0 k- x
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
( z& y: |+ u$ T% Y/ s/ f- \, v1 jSeries 18 will not be entitled as such to receive notice of, attend, or vote at,3 q l: s+ y% k" k
any meeting of the shareholders of the Bank unless and until the first time at! B2 f/ }$ {" J9 Q
which the Board of Directors has not declared the whole dividend on the
5 ~5 E; } \% ?7 M( }' aPreferred Shares Series 18 in any quarter. In that event, subject as
1 `7 o4 a" [* W7 Q' `/ l( L% ?hereinafter provided, the holders of Preferred Shares Series 18 will be
0 O& o7 \$ z/ k+ `: j5 qentitled to receive notice of, and to attend, meetings of shareholders at which
. U8 ]( [4 v: Bdirectors of the Bank are to be elected and will be entitled to one vote for! K" |; k# I7 o9 N6 r
each Preferred Share Series 18 held. The voting rights of the holders of the
" n. k0 T( |3 _0 o5 c' @2 mPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
4 X" H5 ?0 n9 ?0 H9 p; c% G0 k: kthe first dividend on the Preferred Shares Series 18 to which the holders are, ~4 l. i0 h# ^- E, v1 U( G
entitled thereunder subsequent to the time such voting rights first arose until
. K1 D& V6 R4 }0 @; }such time as the Bank may again fail to declare the whole dividend on the
; V6 {& g) \3 [Preferred Shares Series 18 in respect of any quarter, in which event such4 K3 b! w1 A+ f- i0 C
voting rights will become effective again and so on from time to time.
! o7 y" ]8 I' _' b+ Y# @7 lPrincipal Characteristics of the Preferred Shares Series 194 V! V3 D) U: A- T; S0 N6 V
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive' k3 \' r+ W$ q; `5 c& ~
floating rate non-cumulative preferential cash dividends, as and when- C' B; G' ^' C s6 l0 j
declared by the Board of Directors, subject to the provisions of the Bank Act,
8 Z3 Q8 E. T3 @, {payable quarterly on the 25th day of February, May, August and November! T/ ^( b. ?: W: W T& a2 D0 ^# O7 G
in each year, in the amount per share determined by multiplying the. ~3 T1 d: Q3 u8 s
applicable Quarterly Floating Dividend Rate by $25.00. t! c1 K+ A9 \
On the 30th day prior to the commencement of the initial quarterly dividend
% ?, X) }9 \, xperiod beginning on February 25, 2014, and on the 30th day prior to the first
; Y. h' G4 I! ?+ u/ h$ m1 tday of each subsequent quarterly dividend period (the initial quarterly
- \1 z8 D. c {( N* L/ tdividend period and each subsequent quarterly dividend period is referred to
2 ?( @( `1 V) R- ^; oas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
& ^# r5 P' c+ f* zQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate: \* r* r( P5 G( @' \
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the9 u9 ]* q4 D( q$ Q% k
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
( G6 S2 R8 o: B* h- H$ J1 belapsed in the applicable Quarterly Floating Rate Period divided by 365)3 T6 C( B4 t* w( p0 m! X% A
determined on the 30th day prior to the first day of the applicable Quarterly. K0 K( t6 I. a0 |: k
Floating Rate Period.
3 M+ X( r5 U- w7 l+ Q1 N. GS-5
2 P( a! @6 W! d( x5 b# ?, q$ lIf the Board of Directors does not declare a dividend, or any part thereof, on4 q7 V( t% G- V/ h: p
the Preferred Shares Series 19 on or before the dividend payment date for a1 @0 U& j$ q; Y8 D
particular quarter, then the entitlement of the holders of the Preferred
9 e1 C9 _# n+ X/ QShares Series 19 to receive such dividend, or to any part thereof, for such. d& i& M K2 q. @$ o1 x0 u
quarter will be forever extinguished.
" ~2 m* B$ E4 G: nRedemption: Subject to the provisions of the Bank Act and to the prior consent of the, w7 _3 o3 ~, M- S1 r# i/ X
Superintendent and to the provisions described below under the heading+ V& L) m( `5 ~
‘‘Details of the Offering — Certain Provisions of the Preferred Shares2 O* {% z1 E) A! q2 A n
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,7 F7 k4 z N- Y5 P6 p
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all' `4 k- f* h q9 Z5 | s* I& J
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s7 _, T$ {( E8 a) n
option without the consent of the holder, by the payment of an amount in: _9 U' d* z: V. t( M$ B! y( |
cash for each such share so redeemed of (i) $25.00 together with all declared
. a& x$ j$ n+ Q7 k; vand unpaid dividends to the date fixed for redemption in the case of
+ w4 N- B/ \9 y. ^redemptions on February 25, 2019 and on February 25 every five years
/ |: u& d$ ^& A6 u: gthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
9 R: s8 `$ B4 C8 g' a) z& w6 ~. W+ bthe date fixed for redemption in the case of redemptions on any other date
" S# C, n* r' p, a) Uon or after February 25, 2014.4 m x2 ?5 ^1 V: M
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
3 {/ J+ P. D% T. ?Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have% ~* t$ f" ~1 R9 ~+ k
the right, at their option, to convert, on February 25, 2019 and on
3 a' P/ a9 n. S) CFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any2 ^+ X4 j8 H. ` N
or all of their Preferred Shares Series 19 into an equal number of Preferred! i3 ]" P" a$ h( R
Shares Series 18 upon giving to the Bank written notice thereof not earlier
: R% k: t! q! ~$ U+ P- ~than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
0 S( Z( B0 j( K0 W/ f+ n& y15th day preceding, a Series 19 Conversion Date.
& ~; O4 h' `1 D; f9 B8 R- V# j+ rAutomatic Conversion If the Bank determines, after having taken into account all shares tendered4 @. H% r/ \! k2 w
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares1 ^! {* @) h0 z
Series 18, as the case may be, that there would be outstanding on such/ A. h! {/ j @* [. w4 @( p
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
- p0 q/ |3 ?8 W0 |0 z) @& [such remaining number of Preferred Shares Series 19 will automatically be* d; F# X1 o% K& n: P* |
converted on such Series 19 Conversion Date into an equal number of
* T Q( E9 H" y4 C( XPreferred Shares Series 18. Additionally, if the Bank determines that, after
/ ^. }' y& |; b8 g3 Zconversion, there would be outstanding on such Series 19 Conversion Date
0 P0 Q$ f1 M: z8 R6 R" |less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
m) `1 W' ^ `$ v2 B7 W- @) c/ RSeries 19 will be converted into Preferred Shares Series 18.# F% Y2 f9 m3 d1 J* }
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares0 X* E: {1 F9 W2 G u
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
v% G% ]6 j" `6 cany meeting of the shareholders of the Bank unless and until the first time at
9 ^/ _3 U1 K: ^' t0 Rwhich the Board of Directors has not declared the whole dividend on the6 q- w/ ^4 b; s- I; G) H# l$ F! i6 v
Preferred Shares Series 19 in any quarter. In that event, subject as
2 v! Q: E! k7 k3 |8 ]hereinafter provided, the holders of Preferred Shares Series 19 will be
* ]' [, n/ F9 S8 H( b4 ventitled to receive notice of, and to attend, meetings of shareholders at which
" _: |/ b$ Z E- L, pdirectors of the Bank are to be elected and will be entitled to one vote for% ]1 R4 I) r# J
each Preferred Share Series 19 held. The voting rights of the holders of the7 F; X. X0 u& S9 Z, W8 p ~( r- Q
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of1 I8 G# r, i! n: K; l6 \
the first dividend on the Preferred Shares Series 19 to which the holders are& z$ s8 e/ ?/ i
entitled thereunder subsequent to the time such voting rights first arose until
# n) H1 ^3 g) [3 L t. a. ~such time as the Bank may again fail to declare the whole dividend on the
- p2 s0 q7 w& I; @0 D% S/ |. s9 CPreferred Shares Series 19 in respect of any quarter, in which event such: z. h/ n/ H0 Q g- p
voting rights will become effective again and so on from time to time.
8 E# o" _3 g1 f! M" @S-61 S4 Y, Y w4 `3 L4 d" h* h' d
Priority: The preferred shares of each series of the Bank will rank on a parity with* K {1 i5 j* o: `7 j. d# _
every other series and are entitled to preference over the common shares of
" T( I0 \! K; i/ h @# f" |8 a+ t2 ~the Bank and over any other shares of the Bank ranking junior to the2 A, ^# f5 k5 W
preferred shares with respect to the payment of dividends and upon any- u3 G% U( S7 J% u
distribution of assets in the event of the liquidation, dissolution or
6 }; |: v/ `0 Y" M- _winding-up of the Bank.3 {4 V/ U" G/ k3 g
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under. ]' A. Z" T* l
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares9 l7 [" l. }1 q2 n* S3 d# X+ T
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
) }9 F! `5 o5 D, J/ I/ Q2 d0 F) _( Tdividends received on such shares under Part IV.1 of such Act. |
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