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发表于 2008-11-29 16:58
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下面是BMO的:6 I7 V! _" f% F, ^' n: h( Q/ d
SUMMARY OF THE OFFERING6 f7 U' N( r' {) K/ I) T
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’’.
' p+ K4 H* K/ ~! H/ X6 \7 aIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18., w' G P2 @; u$ K
Amount: $150,000,000 (6,000,000 shares).
6 r9 g1 I" K" e! z8 Y3 [! _; e1 sPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
5 p3 `4 j1 k ]5 |+ t6 O H a& jPrincipal Characteristics of the Preferred Shares Series 18
# v# F. d" y& U4 A X8 B9 B' y0 ]Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
! j) x" ^& D3 n8 r3 k7 d1 Cnon-cumulative preferential cash dividends, as and when declared by the+ [! j) d( U7 P" W: e
Board of Directors, subject to the provisions of the Bank Act, for the initial; {3 T# h# x9 [9 d' N B
period commencing on the closing date and ending on and including
2 Z6 @( g: H/ A$ j! }1 E4 T; v& DFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the2 J. [3 |/ B% s0 o1 W& U
25th day of February, May, August and November in each year, at a rate3 _% {4 n4 M0 u( `3 f$ Y1 I
equal to $0.40625 per share. The initial dividend, if declared, will be payable1 ?0 T7 a U2 ^9 o: g
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing+ {1 V2 ]$ a8 n+ e4 n0 a
date of December 11, 2008.
2 V1 x6 x+ q( b: A1 ~For each five-year period after the Initial Fixed Rate Period (each, a
0 r+ ~ n) n( X* j1 W& ]2 p9 F5 C‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
! q. u$ }0 H v9 u7 VSeries 18 will be entitled to receive fixed non-cumulative preferential cash: p0 a2 _, M" n) ^7 G. e8 M, [
dividends, as and when declared by the Board of Directors, subject to the
$ D( E, n) u, x9 G3 ]# Kprovisions of the Bank Act, payable quarterly on the 25th day of February,
* `7 y$ X' X; W) c) ?+ N7 XMay, August and November in each year, in the amount per share per annum, e& p! c* h% K+ b5 j
determined by multiplying the Annual Fixed Dividend Rate applicable to( z% O/ J$ n5 h. o
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend1 s- y) G2 e( B" k. p2 l& Z
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the/ Q9 T" P9 S6 f6 U1 S% }
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day, a4 R! Q4 D2 E0 ]2 X
of such Subsequent Fixed Rate Period and will be equal to the sum of the: ^9 T3 O/ F+ d) g" w& E4 h; ?
Government of Canada Yield on the applicable Fixed Rate Calculation Date S% p Z* k3 h5 j: ]' d* D
plus 3.83%.% A$ s) O4 W$ c% r' D: w* K
If the Board of Directors does not declare a dividend, or any part thereof, on
$ L! I6 z; i# t& y0 w. {: bthe Preferred Shares Series 18 on or before the dividend payment date for a i% @' r5 h' X) i, J: ]6 H
particular quarter, then the entitlement of the holders of the Preferred
: G8 _! X8 D& a' @Shares Series 18 to receive such dividend, or to any part thereof, for such
1 j. g* b4 D2 C; j# e1 D+ G/ S! b% n" yquarter will be forever extinguished.
$ Q& O2 _, U4 @Redemption: Subject to the provisions of the Bank Act and to the prior consent of the7 `' c8 G. }. \; p
Superintendent and to the provisions described below under ‘‘Details of the
5 T0 ~7 H( Z ]) z eOffering — Certain Provisions of the Preferred Shares Series 18 as a( P( N5 M3 X7 k Y4 B
Series — Restrictions on Dividends and Retirement of Shares’’, on3 b8 Z( n0 M- x9 E" Q7 B
February 25, 2014 and on February 25 every five years thereafter, on not( D* f; \+ r, C8 g
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any4 ?* l. r: f# o* m
part of the then outstanding Preferred Shares Series 18, at the Bank’s option: @ \0 Z! _# y
without the consent of the holder, by the payment of an amount in cash for( F( E6 r5 k/ A
each such share so redeemed of $25.00 together with all declared and unpaid4 f( e; a$ u( ]
dividends to the date fixed for redemption.
5 t) F; J5 r8 ^8 \' pConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic. u& b; B# d( i: y
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
7 K" c% v8 [+ j( X/ Gthe right, at their option, to convert, on February 25, 2014 and on
+ Z+ C* ^. E) C4 g6 A) k2 lS-46 s; d+ }6 D) a) b! ^
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any' N$ ^# o) g" \" i; d, S
or all of their Preferred Shares Series 18 into an equal number of Preferred. ~ N2 e1 h# _7 @* {
Shares Series 19 upon giving to the Bank notice thereof not earlier than
?7 P% V+ t2 \. O/ F. Q4 O4 L) v30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day" a' M5 m z$ f5 n' G
preceding, a Series 18 Conversion Date.2 g0 y; D4 ^* W) j3 m
Automatic Conversion If the Bank determines, after having taken into account all shares tendered& I% r$ b& Q! H# j* o/ k; ~
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
* z, `8 s% D; o/ d- \3 xSeries 19, as the case may be, that there would be outstanding on such( w" M7 {$ x& f8 A
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,( j- l% M; B7 B. b8 X! c
such remaining number of Preferred Shares Series 18 will automatically be- `- ~6 p+ ^3 b8 R8 ]$ a
converted on such Series 18 Conversion Date into an equal number of/ j6 l) y( J* L9 T
Preferred Shares Series 19. Additionally, if the Bank determines that, after
) `6 A! d0 {! C3 {conversion, there would be outstanding on such Series 18 Conversion Date7 }- b) ~) W _% x! I2 v
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares- N% r$ a% g; w* y
Series 18 will be converted into Preferred Shares Series 19.
; R( \8 [( E$ RVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares# }3 q6 ~5 p0 B5 X
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
* v* V6 Q# G( A& d5 lany meeting of the shareholders of the Bank unless and until the first time at
( g8 H/ `+ u: Zwhich the Board of Directors has not declared the whole dividend on the7 s6 u4 O8 Y( @) D9 h1 x f' X* Y
Preferred Shares Series 18 in any quarter. In that event, subject as
1 v/ ?. K N& E" b2 n9 v1 A" Ohereinafter provided, the holders of Preferred Shares Series 18 will be
|- @8 T$ _+ `7 X% _% `entitled to receive notice of, and to attend, meetings of shareholders at which
6 K: v0 V0 Z6 J4 w1 Ldirectors of the Bank are to be elected and will be entitled to one vote for
) U% p& R9 T% U% K' K/ A I& P t ~$ Beach Preferred Share Series 18 held. The voting rights of the holders of the
% ~9 b6 }2 q! {2 a" XPreferred Shares Series 18 will forthwith cease upon payment by the Bank of" ]; i- s% f. R4 s, g+ o
the first dividend on the Preferred Shares Series 18 to which the holders are
: h- S) P! d% bentitled thereunder subsequent to the time such voting rights first arose until9 b8 r" G* o7 s) G
such time as the Bank may again fail to declare the whole dividend on the9 k/ o' ~: c% D i( N
Preferred Shares Series 18 in respect of any quarter, in which event such
1 [; j( \* V% D" I- d0 }2 I% J* Vvoting rights will become effective again and so on from time to time.
4 _. e! U1 ~" H0 P' R }# Y6 CPrincipal Characteristics of the Preferred Shares Series 19: \" e: d3 x4 ~+ m D8 z0 z8 O
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
; ^$ _4 ~9 V4 ~3 ]: L( L) jfloating rate non-cumulative preferential cash dividends, as and when0 _0 }0 q3 }/ s
declared by the Board of Directors, subject to the provisions of the Bank Act, J" O: H# t7 P \/ }
payable quarterly on the 25th day of February, May, August and November/ }" m: S) a- f/ M/ {4 e! _
in each year, in the amount per share determined by multiplying the2 U. c/ H0 x. d
applicable Quarterly Floating Dividend Rate by $25.00.
2 b3 n) ^; @ f# Y6 U- WOn the 30th day prior to the commencement of the initial quarterly dividend
. `7 N S8 S! N4 {% Aperiod beginning on February 25, 2014, and on the 30th day prior to the first
7 o" b; o8 {* N6 Iday of each subsequent quarterly dividend period (the initial quarterly% h/ z% d3 B/ Y
dividend period and each subsequent quarterly dividend period is referred to* b; j0 D [0 b9 c1 B
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the, D9 k; {) t/ U8 a9 g
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate9 h. K' _8 t% ^3 z" Z
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
* [" p) t( {2 YT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
* ~( X+ i! `5 P& Z& h! Q" d* o0 i5 aelapsed in the applicable Quarterly Floating Rate Period divided by 365)
/ v F N3 k$ M" K2 `determined on the 30th day prior to the first day of the applicable Quarterly
6 }4 j8 P6 y: D; I& O) |! hFloating Rate Period.0 m6 Z7 V5 h! d4 y
S-5+ }" w$ v; x1 I6 e2 P
If the Board of Directors does not declare a dividend, or any part thereof, on! q8 O/ P: `' p+ C
the Preferred Shares Series 19 on or before the dividend payment date for a. u& H; n$ z: q" @
particular quarter, then the entitlement of the holders of the Preferred
3 M3 ?. w9 \. h3 o" {' nShares Series 19 to receive such dividend, or to any part thereof, for such
1 E/ d9 H& {8 M, Vquarter will be forever extinguished.6 Y# Z. @" i( k) |8 s
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
' ]) ~" R/ Q, w/ C9 @Superintendent and to the provisions described below under the heading
( d) j8 P7 _, p" @" m‘‘Details of the Offering — Certain Provisions of the Preferred Shares: h: y* r$ Q% N7 ]6 }. X
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
I3 Q. {* a' zon not more than 60 nor less than 30 days’ notice, the Bank may redeem all: m8 g8 @ o! X
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
, V3 {8 z$ n4 V8 Y; xoption without the consent of the holder, by the payment of an amount in3 z" n+ a* x; M/ P
cash for each such share so redeemed of (i) $25.00 together with all declared/ i' p7 M; f7 Z1 g
and unpaid dividends to the date fixed for redemption in the case of
8 ?! c+ Y/ Q( d ^& jredemptions on February 25, 2019 and on February 25 every five years
9 ]( \! M \% B5 e, S! c6 o4 sthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
" k4 u2 U9 L& Qthe date fixed for redemption in the case of redemptions on any other date4 m. f/ ~7 E. }2 T- w: Y+ O
on or after February 25, 2014.
1 f+ A: W; V3 kConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
/ Z% B1 `$ h% E# o( f1 {Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have; a, o1 j5 o6 t8 z
the right, at their option, to convert, on February 25, 2019 and on
5 f" ^; ^" b' F M: S* y' ?2 [February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
% m& s7 m) V% e' x3 o( h' mor all of their Preferred Shares Series 19 into an equal number of Preferred
9 X% t0 A# I0 M4 |( w5 x! ZShares Series 18 upon giving to the Bank written notice thereof not earlier
- q5 u: \( h# R5 v# D9 y2 jthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the) X9 Q d: |0 H$ B% k' W# C
15th day preceding, a Series 19 Conversion Date.1 L4 R0 A7 k. D2 A" E
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
8 ?5 q* Z7 z# @; c+ s) ?2 ?7 M) gProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
2 g9 U, I3 v H; k& nSeries 18, as the case may be, that there would be outstanding on such
V9 e$ `9 b" ~, v& BSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,& ^' g: }& J+ ?0 k# b2 z) p: _, P& X
such remaining number of Preferred Shares Series 19 will automatically be
5 ^* C0 ?' N$ @/ }0 qconverted on such Series 19 Conversion Date into an equal number of
+ o; ?& d- \& j. @6 y$ MPreferred Shares Series 18. Additionally, if the Bank determines that, after
0 F- I$ V+ w( D. i lconversion, there would be outstanding on such Series 19 Conversion Date0 Q) h- l6 [% O2 C# k$ t: @0 o
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares9 ^6 {) L2 ?0 L5 s
Series 19 will be converted into Preferred Shares Series 18./ n, s; i/ ~! U% |% ^) [, C3 T# u4 `
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
% R( z, x, F S. d( ~& USeries 19 will not be entitled as such to receive notice of, attend, or vote at,
- Q) o# S& U( W0 \3 p4 W ^any meeting of the shareholders of the Bank unless and until the first time at: l% n1 y4 u, v% S" {
which the Board of Directors has not declared the whole dividend on the0 }! F+ C" R! P6 B# S* Q& Q6 \- B- x
Preferred Shares Series 19 in any quarter. In that event, subject as$ a" f/ v6 a' u m, v2 j
hereinafter provided, the holders of Preferred Shares Series 19 will be
, `& J5 m# P6 X6 _1 z4 I% n$ C/ Fentitled to receive notice of, and to attend, meetings of shareholders at which
/ i2 q% `9 I0 I, r Vdirectors of the Bank are to be elected and will be entitled to one vote for
% R2 F3 u5 q1 H- J# t, w1 q1 T0 Heach Preferred Share Series 19 held. The voting rights of the holders of the
' _& ~9 x" ?! T; U8 xPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
# u2 {8 M/ f, O7 p: \4 Y Rthe first dividend on the Preferred Shares Series 19 to which the holders are& U3 X" J: a5 {
entitled thereunder subsequent to the time such voting rights first arose until$ c9 u' y' E. S1 y& w; }
such time as the Bank may again fail to declare the whole dividend on the5 s) v" S4 `9 n# |6 ]6 l% @" m
Preferred Shares Series 19 in respect of any quarter, in which event such
" |# W; R. A5 S% Zvoting rights will become effective again and so on from time to time.
/ ?5 [, G J- D( K7 pS-6: O( V g8 [+ x( ]) ]
Priority: The preferred shares of each series of the Bank will rank on a parity with
- N4 Z) e' R9 q% i( hevery other series and are entitled to preference over the common shares of' p1 G4 {6 @# i0 ~* J9 j
the Bank and over any other shares of the Bank ranking junior to the
9 W0 W, K5 q6 X+ c+ Jpreferred shares with respect to the payment of dividends and upon any
. M! x' i: h7 j3 |0 odistribution of assets in the event of the liquidation, dissolution or
4 F1 D, w, X2 N4 D6 pwinding-up of the Bank.3 _" ]4 }& B, j7 G# D$ I i
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
" v( u8 G$ ?, s& oDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares) |/ c2 M% w5 @9 z% E( j% [
Series 18 and Preferred Shares Series 19 will not be required to pay tax on4 w* @( g( Z( P% ^3 R/ T/ Q9 f
dividends received on such shares under Part IV.1 of such Act. |
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