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发表于 2008-11-29 16:58
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下面是BMO的:
?; P, @3 B6 g5 z3 oSUMMARY OF THE OFFERING
' H9 d6 H5 r% w: e/ [5 ~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’’./ X! t5 `% \. K! w0 A2 n/ D; K5 t
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.$ Z4 I! i; |3 d$ l2 N
Amount: $150,000,000 (6,000,000 shares).* |' I& m# }; i' K7 l# b. v
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
$ |2 }+ q, r+ Z, e- ?2 iPrincipal Characteristics of the Preferred Shares Series 18
4 P9 Z) Q8 f5 \ A7 W/ Y- | Q gDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
7 f: k. a, n; g: k# Nnon-cumulative preferential cash dividends, as and when declared by the$ |, p4 d# l, `% ? y
Board of Directors, subject to the provisions of the Bank Act, for the initial
1 X& F( s" E# f$ ]3 jperiod commencing on the closing date and ending on and including5 t0 N1 ^- k* f/ |
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the1 p0 s; S4 M+ |: ^
25th day of February, May, August and November in each year, at a rate
% D$ }2 ], z: _5 Hequal to $0.40625 per share. The initial dividend, if declared, will be payable) M w" b; ^# T5 S1 V
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing) i, J% }9 n4 [
date of December 11, 2008., n1 } e' X5 V
For each five-year period after the Initial Fixed Rate Period (each, a
, ^# i! U5 e* U# Z1 v% f: Y‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
, ]* m. R9 v+ k/ [. Z, x$ BSeries 18 will be entitled to receive fixed non-cumulative preferential cash
5 Q4 |6 p3 s! S& R& J* xdividends, as and when declared by the Board of Directors, subject to the+ i! x$ R3 p# F
provisions of the Bank Act, payable quarterly on the 25th day of February, n/ f) ` J7 e6 y7 v
May, August and November in each year, in the amount per share per annum
* ]$ L& q" X7 g- @; n8 Y- _determined by multiplying the Annual Fixed Dividend Rate applicable to
0 S C3 t; i# O' |such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend1 K9 K* L& K. @# r! S) \+ m
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the, k# @; H, u7 W2 F |1 G
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day( r+ Q$ w7 O# [5 a0 _4 i- o
of such Subsequent Fixed Rate Period and will be equal to the sum of the
: ~5 M$ s4 a" r9 {. v k6 WGovernment of Canada Yield on the applicable Fixed Rate Calculation Date" j& b5 S6 J* F$ h- C
plus 3.83%.
3 ~: G) X9 A- xIf the Board of Directors does not declare a dividend, or any part thereof, on. T: M+ I5 P, e
the Preferred Shares Series 18 on or before the dividend payment date for a5 A' X& y9 r, M/ _
particular quarter, then the entitlement of the holders of the Preferred
8 o6 O* f+ i& G, }- I0 DShares Series 18 to receive such dividend, or to any part thereof, for such
+ }- ]+ j6 c9 H. K( j+ O2 P$ Fquarter will be forever extinguished.
9 }+ S: e" r4 k, Z7 i) CRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 R! U' \% S5 h) JSuperintendent and to the provisions described below under ‘‘Details of the; s. Y9 [1 P7 X3 B0 v
Offering — Certain Provisions of the Preferred Shares Series 18 as a
; v; h0 l6 s# BSeries — Restrictions on Dividends and Retirement of Shares’’, on
, W9 R& \& H5 e w$ R8 r' z4 o& [February 25, 2014 and on February 25 every five years thereafter, on not
% `5 y+ B6 l0 \, z) ?- i$ xmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any4 Y+ b! N3 \: s
part of the then outstanding Preferred Shares Series 18, at the Bank’s option2 |4 }; h0 {7 m! `1 P. k5 Z
without the consent of the holder, by the payment of an amount in cash for
. P, O$ ` S/ Y0 G' \* Xeach such share so redeemed of $25.00 together with all declared and unpaid
* j: @; ~5 p9 {) Udividends to the date fixed for redemption.- d% j3 c& P7 b5 p j
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
7 b: j4 ~' b& q( W" W9 e) JShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
5 q1 T8 v& R/ B/ G" ^# Dthe right, at their option, to convert, on February 25, 2014 and on9 {( A+ l A' i4 `- P) `/ |7 S& i i
S-4
2 v S- W5 w0 M( ]0 X+ W$ qFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
. Z& n# Q W/ ^ \1 i. aor all of their Preferred Shares Series 18 into an equal number of Preferred. [3 V; l0 ]3 Q f1 e% X6 m& H) _
Shares Series 19 upon giving to the Bank notice thereof not earlier than4 X; R2 M+ [. y8 M
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
) h: D! e% I- r2 W0 upreceding, a Series 18 Conversion Date.1 k1 J9 r5 o5 i- Z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
2 a7 l' V6 A. uProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
7 S+ e( U& a u& x2 ASeries 19, as the case may be, that there would be outstanding on such8 K/ U1 a( e" X5 W4 t9 N
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,8 y: Y- w5 L7 z; J( V
such remaining number of Preferred Shares Series 18 will automatically be
3 p( q2 c/ R8 H9 ~; e) U' I& Jconverted on such Series 18 Conversion Date into an equal number of
7 m, F3 S# b7 j& EPreferred Shares Series 19. Additionally, if the Bank determines that, after
; F: k0 [5 l, ^/ gconversion, there would be outstanding on such Series 18 Conversion Date7 \$ \8 |" [0 m; `1 k. m
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
& L7 l T. V" E( HSeries 18 will be converted into Preferred Shares Series 19.
8 T7 j2 j$ {! SVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
/ V: y7 E. }% lSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
: N% E, Q0 M* many meeting of the shareholders of the Bank unless and until the first time at
; I# C* T: k. B) v, I# Xwhich the Board of Directors has not declared the whole dividend on the
+ q; h, T1 H, v* c& }$ p4 qPreferred Shares Series 18 in any quarter. In that event, subject as
4 V% b; y3 O8 C9 f! i" l) yhereinafter provided, the holders of Preferred Shares Series 18 will be
/ ~1 v- Z2 e& ^- z4 C" Hentitled to receive notice of, and to attend, meetings of shareholders at which, r' t0 z" K1 z
directors of the Bank are to be elected and will be entitled to one vote for1 B. G1 q1 B6 o
each Preferred Share Series 18 held. The voting rights of the holders of the: j1 t4 j7 H7 }4 t
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of. z. R' x/ q8 u# |
the first dividend on the Preferred Shares Series 18 to which the holders are; p; |; ]5 [3 G r' h: G8 d
entitled thereunder subsequent to the time such voting rights first arose until o- }4 p9 H7 G/ P i
such time as the Bank may again fail to declare the whole dividend on the
& v1 ?' w3 L8 w8 k7 m! BPreferred Shares Series 18 in respect of any quarter, in which event such8 K5 x0 J2 G# B, A* i
voting rights will become effective again and so on from time to time.
2 [' z. C1 I# v' c- R% T$ i' YPrincipal Characteristics of the Preferred Shares Series 19
+ x# _6 o- I0 i- x( FDividends: The holders of the Preferred Shares Series 19 will be entitled to receive. b0 @1 _; N: C3 b5 a' l3 o
floating rate non-cumulative preferential cash dividends, as and when
2 ~: Q) A% ~. Z8 |4 w' kdeclared by the Board of Directors, subject to the provisions of the Bank Act,
! G: d: I! p/ Ppayable quarterly on the 25th day of February, May, August and November: ^( F* B) |! M- X- b( i
in each year, in the amount per share determined by multiplying the
. Q3 o8 h7 v/ _+ _: g% q3 D3 Bapplicable Quarterly Floating Dividend Rate by $25.00.
1 N6 a1 Q& d( Q0 l4 GOn the 30th day prior to the commencement of the initial quarterly dividend
$ q1 t% U9 ~/ A: Q* B- ?8 Iperiod beginning on February 25, 2014, and on the 30th day prior to the first0 f" k# R# w! _3 G
day of each subsequent quarterly dividend period (the initial quarterly
- ?8 _# z; a9 v6 F& Adividend period and each subsequent quarterly dividend period is referred to
L8 s/ H' _; o# R( |! ~6 aas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
! f7 o+ j0 W& z, u; ?( c+ L& G wQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
7 ^. O5 w, v+ r8 V6 U( J+ yPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
8 z* a( e% x0 Z9 j# DT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
5 w8 g+ T3 u; [0 n5 f% b/ n+ L+ H1 \elapsed in the applicable Quarterly Floating Rate Period divided by 365)
) E& ~9 |7 T7 C/ a& x8 T: N1 wdetermined on the 30th day prior to the first day of the applicable Quarterly
( }' J6 W% {$ F- N- H& w; bFloating Rate Period.
0 o5 E. e6 o9 L9 d$ X5 MS-5! c- A8 y; h( E5 S4 H! @
If the Board of Directors does not declare a dividend, or any part thereof, on: |& _' A8 H* Y, ?' u5 L+ B3 \
the Preferred Shares Series 19 on or before the dividend payment date for a
, m. g/ {6 F! l3 u5 h# f6 V1 }% u2 uparticular quarter, then the entitlement of the holders of the Preferred
8 x) f" K" J6 z8 SShares Series 19 to receive such dividend, or to any part thereof, for such! K, w' O9 T3 a3 o, I
quarter will be forever extinguished.. x3 B! X l4 N5 @0 M
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the" h+ F* G' n- N+ v* H
Superintendent and to the provisions described below under the heading' O( }. q1 J+ ?) W
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
! ~: q! S9 ]0 |# [8 C7 GSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,% a% c1 O( I- a9 l
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
) f4 K) ?6 u7 M4 Tor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
6 X! x5 \- ` V8 Q5 L. eoption without the consent of the holder, by the payment of an amount in
; k6 u* `0 Q; b! X9 N4 zcash for each such share so redeemed of (i) $25.00 together with all declared4 c% I* p S3 C z
and unpaid dividends to the date fixed for redemption in the case of
! R8 E5 J7 F8 x4 O* z% W/ ]" {redemptions on February 25, 2019 and on February 25 every five years& P$ Z9 j$ h# k; }# K& H4 z. }( K; |3 T
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to* \( o( P( x" `+ b9 \* \3 D3 T
the date fixed for redemption in the case of redemptions on any other date
" m# s( ?" e. Q1 x. e( Z0 Z: C# Xon or after February 25, 2014.. ?& k0 B( C, v# ?/ n3 E+ F
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
" l% P) }! u4 R) B Q( kShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
7 a9 {& A, u% K! vthe right, at their option, to convert, on February 25, 2019 and on p" u& L, h8 y7 @
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
) }2 s+ J s* i5 F, E# ^or all of their Preferred Shares Series 19 into an equal number of Preferred+ u: w! j6 n. v) B ]7 ]+ P
Shares Series 18 upon giving to the Bank written notice thereof not earlier, b# t/ c( F5 [- @' o0 f
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the) [. s4 T- ?1 N @
15th day preceding, a Series 19 Conversion Date.
2 {, P2 y P! Z, OAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
2 l- V# y6 c0 I2 qProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
- j. ?2 K5 G7 s( h s! q' _Series 18, as the case may be, that there would be outstanding on such
! _& [7 \4 m) f- MSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
; L M4 {: u/ p) S0 t* }such remaining number of Preferred Shares Series 19 will automatically be L) x3 p* b6 h7 B" p3 l
converted on such Series 19 Conversion Date into an equal number of
9 e0 C5 C M0 U8 W0 M* g0 w' W+ tPreferred Shares Series 18. Additionally, if the Bank determines that, after
( [- R) q% o5 sconversion, there would be outstanding on such Series 19 Conversion Date
% E9 Y. K& \. M; Yless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares9 ~# ?, O) a8 U8 n2 a+ j, o2 F/ Q
Series 19 will be converted into Preferred Shares Series 18.
: e1 l. E* l: x( I7 u [Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares; ^3 }3 \8 q: v5 s- d L1 q( n# J8 g
Series 19 will not be entitled as such to receive notice of, attend, or vote at,8 |* B! M4 u5 N" e, X
any meeting of the shareholders of the Bank unless and until the first time at+ u* G, k( C1 d5 l( o
which the Board of Directors has not declared the whole dividend on the
/ d1 B. A/ @4 y* h4 ~Preferred Shares Series 19 in any quarter. In that event, subject as0 ? ?# K+ x7 m/ X, d! Z; R$ I
hereinafter provided, the holders of Preferred Shares Series 19 will be X S4 N+ T% G# J
entitled to receive notice of, and to attend, meetings of shareholders at which
# z8 P% K1 O9 q4 edirectors of the Bank are to be elected and will be entitled to one vote for# L' m3 c3 f3 ?1 W" h
each Preferred Share Series 19 held. The voting rights of the holders of the
8 P* f, {8 ^! x3 aPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
' H! b; `0 V& B+ N* U, gthe first dividend on the Preferred Shares Series 19 to which the holders are
9 X1 u% k: ?7 }7 l, Q1 Aentitled thereunder subsequent to the time such voting rights first arose until6 U: f' a6 t* e4 {+ u# M
such time as the Bank may again fail to declare the whole dividend on the0 P4 l" Y7 [1 F4 H* p+ Y3 r
Preferred Shares Series 19 in respect of any quarter, in which event such
0 ^9 Y5 d$ R ?5 J1 `/ y' rvoting rights will become effective again and so on from time to time.
9 b4 ^: o' G9 E; f+ _, ^- y) I$ dS-6
2 `9 U0 r0 Z' M! X0 zPriority: The preferred shares of each series of the Bank will rank on a parity with, i. m3 L* f5 _" Q# j5 R. N+ I% Y
every other series and are entitled to preference over the common shares of! j0 R0 p- n) _; q( J k
the Bank and over any other shares of the Bank ranking junior to the: _2 S/ i9 X" T8 T( L
preferred shares with respect to the payment of dividends and upon any
u" l# Q/ g m8 R. ?, Q8 gdistribution of assets in the event of the liquidation, dissolution or/ `' w5 L/ K* }. }+ K3 _
winding-up of the Bank.; ]. B& c* U4 g+ @0 @, h* T; W. c
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under6 _! S. I+ S2 m% N5 L4 V" E
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares1 G0 f$ T) c: Q, {$ a$ D0 p1 S
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
/ i; p6 x: h# W Kdividends received on such shares under Part IV.1 of such Act. |
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