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发表于 2008-11-29 16:58
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下面是BMO的:- S; @/ B' ^, k/ Y$ T9 Y
SUMMARY OF THE OFFERING$ _. j. V, p( V; e+ E
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’’.
5 g! F2 f. r. D. G% JIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.5 c0 L/ p: ~% G/ w6 E/ F' ?
Amount: $150,000,000 (6,000,000 shares).
' r6 F/ u1 T( g- iPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
) |( a0 K- W7 R) ~ `Principal Characteristics of the Preferred Shares Series 189 Z7 a# P/ b- _: n1 e
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed# T/ F2 C; e, C1 P
non-cumulative preferential cash dividends, as and when declared by the: c% j) K! v7 c) C
Board of Directors, subject to the provisions of the Bank Act, for the initial) c+ H1 k/ q- V) \( d
period commencing on the closing date and ending on and including ?0 h, `( a5 q2 c4 O
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
$ s" F- s* m6 F! z* \$ H25th day of February, May, August and November in each year, at a rate" _2 {6 [; Z B! L* g- }6 [
equal to $0.40625 per share. The initial dividend, if declared, will be payable
# d" s5 g( Y& IMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing- m Y# H9 \, ~; _
date of December 11, 2008.
, t& C# @. U( a+ V7 L7 @) ]* K2 YFor each five-year period after the Initial Fixed Rate Period (each, a7 ^& N2 Y& \7 j8 E" ]0 m# O0 v1 W
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
1 q( @2 R* Q \2 i: ySeries 18 will be entitled to receive fixed non-cumulative preferential cash+ y* u* ^& p2 [9 ~6 D2 x0 y2 W5 k; v7 }
dividends, as and when declared by the Board of Directors, subject to the
' Y6 {2 |2 v L" jprovisions of the Bank Act, payable quarterly on the 25th day of February,
. K* K; i* Y; d' jMay, August and November in each year, in the amount per share per annum% d0 r* [ E% V- W: w
determined by multiplying the Annual Fixed Dividend Rate applicable to: Y: E8 I. H5 {4 ^
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
, n* h% Z# p0 \1 J4 K# A% ~) ^Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
7 ]4 W- I2 C" A6 X3 ~/ U, Z3 hBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day5 t s8 }+ }6 [4 D
of such Subsequent Fixed Rate Period and will be equal to the sum of the2 X0 i) Q G! E
Government of Canada Yield on the applicable Fixed Rate Calculation Date, D+ E! {: X% k
plus 3.83%.
+ D4 ?( B% k' f& FIf the Board of Directors does not declare a dividend, or any part thereof, on
* }* W: y2 c8 k$ I4 ^7 J( _the Preferred Shares Series 18 on or before the dividend payment date for a& I' \9 T. _! u- K, R
particular quarter, then the entitlement of the holders of the Preferred
5 H) d) U5 A# n. wShares Series 18 to receive such dividend, or to any part thereof, for such
' r. L' b0 |5 ?& C% ]! vquarter will be forever extinguished.
Q. Y' A7 ]: Q- R% a! zRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
~" J' x& l C4 ISuperintendent and to the provisions described below under ‘‘Details of the
+ x) j1 _. X9 ?5 ]1 ?$ QOffering — Certain Provisions of the Preferred Shares Series 18 as a) w5 a# U3 E: r6 I3 V
Series — Restrictions on Dividends and Retirement of Shares’’, on
4 U# x0 P% [: N( j6 p- U% VFebruary 25, 2014 and on February 25 every five years thereafter, on not& m6 `2 C; n& h+ Q$ S; K" [$ n% J& V
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any6 F. i# k2 }+ J8 i9 D6 s
part of the then outstanding Preferred Shares Series 18, at the Bank’s option% k! V- U: s: [
without the consent of the holder, by the payment of an amount in cash for1 z; V& |; w) e! B3 L: T' t
each such share so redeemed of $25.00 together with all declared and unpaid
; z' F( G& f! G) C0 Y/ q4 cdividends to the date fixed for redemption.
1 |7 J& w4 a/ q# b- Y, O4 [Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
' w5 F6 e2 Z, m6 ]% S+ }, vShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
* N0 E. g/ S5 othe right, at their option, to convert, on February 25, 2014 and on
: o1 T* k m0 G) b1 c0 @2 R' iS-4
, j _+ Y/ S; \3 S1 y; A4 TFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
2 d; _3 h8 p5 C$ y% S0 V# kor all of their Preferred Shares Series 18 into an equal number of Preferred
6 n. v0 U- s4 ^Shares Series 19 upon giving to the Bank notice thereof not earlier than
3 O9 p) [% z/ ~( L, S% b& U% a30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
/ W& e7 H/ l9 M6 v8 q5 _preceding, a Series 18 Conversion Date.
; P$ m( _% }, Y" g/ J; jAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
! R8 `) Y/ E; _. ~3 z8 KProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares9 b1 l) g& O. |
Series 19, as the case may be, that there would be outstanding on such
w H% B; F+ q% ~0 DSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,. h) Q. l h+ T$ T- ]" @
such remaining number of Preferred Shares Series 18 will automatically be
+ u4 c! t# D! b' ?2 w8 { w1 xconverted on such Series 18 Conversion Date into an equal number of2 P. P. k0 k( g8 c) c
Preferred Shares Series 19. Additionally, if the Bank determines that, after+ C- I* W2 |2 e0 _+ D, W$ I
conversion, there would be outstanding on such Series 18 Conversion Date
3 J3 ?' v* H/ g1 n8 G- Y" R% Aless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares) g+ s0 U+ |+ E. y5 G7 T+ T) v
Series 18 will be converted into Preferred Shares Series 19.% x/ R: k5 o& O+ u
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
2 X/ _# b7 \: ]+ USeries 18 will not be entitled as such to receive notice of, attend, or vote at," C3 U+ B* P# g" u
any meeting of the shareholders of the Bank unless and until the first time at* b3 w3 s( c. n' X3 {6 [$ m: U; F
which the Board of Directors has not declared the whole dividend on the# B; A1 B' O6 L# L+ s$ m
Preferred Shares Series 18 in any quarter. In that event, subject as
& I9 X, Q5 B; lhereinafter provided, the holders of Preferred Shares Series 18 will be/ L3 ?* D& A# b
entitled to receive notice of, and to attend, meetings of shareholders at which
9 v, V' i9 G. c8 u& hdirectors of the Bank are to be elected and will be entitled to one vote for. t" I+ n7 V) p
each Preferred Share Series 18 held. The voting rights of the holders of the
, A2 |0 E1 t1 n5 G; XPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
2 w# Y4 A% n7 E3 tthe first dividend on the Preferred Shares Series 18 to which the holders are
$ V6 l. n' u6 b& qentitled thereunder subsequent to the time such voting rights first arose until/ e$ f( C [8 l
such time as the Bank may again fail to declare the whole dividend on the2 [# v' p" z' ~% m7 q
Preferred Shares Series 18 in respect of any quarter, in which event such; W v g0 Q$ D# _
voting rights will become effective again and so on from time to time.
% P3 o5 s% x2 k. |+ QPrincipal Characteristics of the Preferred Shares Series 19) s0 w7 ?* d$ g9 ]' ~# I4 _
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive# m3 P/ @/ a" ?
floating rate non-cumulative preferential cash dividends, as and when6 N! n. S& z+ s! Y0 c- A& Z1 _) j) o
declared by the Board of Directors, subject to the provisions of the Bank Act,; _( U6 [7 P, V8 o
payable quarterly on the 25th day of February, May, August and November% K/ E$ `3 J* @1 i/ E
in each year, in the amount per share determined by multiplying the1 v. r8 `7 [9 s0 o( q2 K4 {
applicable Quarterly Floating Dividend Rate by $25.00.) D3 j! y; S' I( _3 c; x3 E- |
On the 30th day prior to the commencement of the initial quarterly dividend) K4 p9 R Q* v
period beginning on February 25, 2014, and on the 30th day prior to the first
c ?" B( V3 m: }. v) [day of each subsequent quarterly dividend period (the initial quarterly
2 X) U% m5 f4 z7 Zdividend period and each subsequent quarterly dividend period is referred to( K7 C- S+ D$ L& k% T; `5 t) R
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the+ r; j- |0 T. E; H0 E" T; o! M
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
/ J$ g! F- x" t6 }% ]Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
! l7 W1 p% i1 d5 d& XT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
" `2 f Y( U: s* j" {elapsed in the applicable Quarterly Floating Rate Period divided by 365)# B: d0 b% }) B2 B! R
determined on the 30th day prior to the first day of the applicable Quarterly
1 f) t6 c. l5 ZFloating Rate Period.
Y& L' E a+ P8 XS-5
( b' W0 C/ A9 v% K& x5 H8 {If the Board of Directors does not declare a dividend, or any part thereof, on! P | k' F1 A$ k4 Q
the Preferred Shares Series 19 on or before the dividend payment date for a9 m0 i- U# q- R" A# h9 @; Z
particular quarter, then the entitlement of the holders of the Preferred! Q/ A' s2 T5 A6 l
Shares Series 19 to receive such dividend, or to any part thereof, for such+ B$ }# x' F4 w" [% {- n
quarter will be forever extinguished.7 Y- ^1 h/ ]5 m) K& n) |0 t2 s
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the' J; Y( [* s! q: x$ f
Superintendent and to the provisions described below under the heading
. A: k; h; R8 L6 Y7 {8 k5 H‘‘Details of the Offering — Certain Provisions of the Preferred Shares# W, L/ Q" z: A" _; G8 b
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,$ y8 `! J0 V1 N2 L
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
" \- U) `9 W+ r7 X. |) Jor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
9 X9 ?+ S2 A9 N2 z: @option without the consent of the holder, by the payment of an amount in4 y* y. x$ i2 a: Z
cash for each such share so redeemed of (i) $25.00 together with all declared
0 P. c: d# N8 C- N& Mand unpaid dividends to the date fixed for redemption in the case of, q" A& `) \% }$ {3 R! `8 W
redemptions on February 25, 2019 and on February 25 every five years& w4 s5 X$ [3 v# [+ ~* S! c% L
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
9 s) K2 c! q7 N2 `9 C" |4 }the date fixed for redemption in the case of redemptions on any other date# V# }1 U, e5 o" r% O% v
on or after February 25, 2014.
: d- S" `! }4 S7 A n! mConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic K% m j$ {% W3 B3 j
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have: v2 D3 T! O' z" M" s" ~- y
the right, at their option, to convert, on February 25, 2019 and on
& x4 Q/ O) v' a C+ [ H% s1 V, OFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any7 q2 H; w% w: K: y
or all of their Preferred Shares Series 19 into an equal number of Preferred
& K& V6 D- W( D: t1 Q/ Q, \Shares Series 18 upon giving to the Bank written notice thereof not earlier% {! m6 O+ t W* b* z6 f
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the+ m) ~4 D$ d f+ P, g4 s
15th day preceding, a Series 19 Conversion Date.6 M3 A% m" L/ U) F
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
: s3 Y; P$ b, u1 Y6 Y) I1 cProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares9 h1 i1 f2 C% F/ a2 a
Series 18, as the case may be, that there would be outstanding on such- b. _$ c' ~, q) v3 B
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,: X7 K. S8 c! S& d1 y
such remaining number of Preferred Shares Series 19 will automatically be7 F/ G7 ^6 G0 U2 N9 ?& l4 _9 |
converted on such Series 19 Conversion Date into an equal number of
) \0 s; b0 }. G7 H: ^( H# FPreferred Shares Series 18. Additionally, if the Bank determines that, after8 L" e7 y' v# j; n+ [7 g
conversion, there would be outstanding on such Series 19 Conversion Date y0 }$ t, |, D: S9 L# h8 E0 }
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
; [5 r8 y4 J3 I0 QSeries 19 will be converted into Preferred Shares Series 18.
% V8 {& h3 W" a* z8 HVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
* \5 j" ?! J- A0 k( d* P6 bSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
/ H9 H& f! K2 v5 a; Vany meeting of the shareholders of the Bank unless and until the first time at
3 F' R9 F9 w4 E1 h% ]which the Board of Directors has not declared the whole dividend on the( R# n5 R2 G, j% J6 {1 Z4 L5 M
Preferred Shares Series 19 in any quarter. In that event, subject as
9 ]) M5 K# B# chereinafter provided, the holders of Preferred Shares Series 19 will be
* G1 Q$ ^% x \% f7 I- c Tentitled to receive notice of, and to attend, meetings of shareholders at which
6 i3 B1 h; W( ~2 idirectors of the Bank are to be elected and will be entitled to one vote for
* J0 R$ V6 n6 s- Z8 [6 w g3 Peach Preferred Share Series 19 held. The voting rights of the holders of the0 h9 W/ w- J5 K+ B* H
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
( g* z8 }, P, X: X2 kthe first dividend on the Preferred Shares Series 19 to which the holders are
, m- G7 T# r4 K: ]3 ^' zentitled thereunder subsequent to the time such voting rights first arose until
1 m- r1 H5 {2 C3 d+ R4 I3 I" tsuch time as the Bank may again fail to declare the whole dividend on the! H) Q& U1 E, R) r" h) H
Preferred Shares Series 19 in respect of any quarter, in which event such7 f) Z; `" H" P; g
voting rights will become effective again and so on from time to time.0 F' m: X6 m' |1 X) i5 [
S-6
4 v' S, u+ k8 v; y) ?) S4 gPriority: The preferred shares of each series of the Bank will rank on a parity with
0 _9 F3 z8 z* H/ T& D! l7 j3 oevery other series and are entitled to preference over the common shares of$ j( i+ M# `' u2 G# f, e7 L, G
the Bank and over any other shares of the Bank ranking junior to the1 ]- `% k. x! I) ?$ c
preferred shares with respect to the payment of dividends and upon any
1 g% G1 M, A2 C' L9 z, zdistribution of assets in the event of the liquidation, dissolution or& K" P+ i$ _4 k8 }$ i1 K% ^. ]
winding-up of the Bank., [9 p- `, g: K X0 X& v. L1 q; Z
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under/ M. Q; r/ c9 C" G" h6 X
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares6 U; N0 x# }: F& P+ ^. t
Series 18 and Preferred Shares Series 19 will not be required to pay tax on) \4 x' L7 z# }1 l! S" m; j/ ~9 o
dividends received on such shares under Part IV.1 of such Act. |
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