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发表于 2008-11-29 16:58
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下面是BMO的:0 @' ~ ` Z2 ?5 W* Q% }& X
SUMMARY OF THE OFFERING& M4 W' N% y1 M: O
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’’.! o- r p$ y- g9 C
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.! H8 l! T) o8 U, r
Amount: $150,000,000 (6,000,000 shares).' |" R: |# Q- O W% _
Price and Yield: $25.00 per share to yield initially 6.50% per annum.! B( g' c9 y- Y a& d: U: g1 U. g5 C
Principal Characteristics of the Preferred Shares Series 18! A: s3 a" S7 Q7 R p# T
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed! |& a/ @ b" J( K
non-cumulative preferential cash dividends, as and when declared by the
9 w6 I8 ?& d# n* Z/ ~* I8 SBoard of Directors, subject to the provisions of the Bank Act, for the initial
6 U. x+ \( w3 ?/ K0 `) J% O( z# Speriod commencing on the closing date and ending on and including
1 f/ L% {7 A% Z' i0 u$ a) \February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the( t" I# |3 z, [
25th day of February, May, August and November in each year, at a rate! a, z+ D" t. a
equal to $0.40625 per share. The initial dividend, if declared, will be payable% a& c3 \8 e$ e
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing# Y& o3 g9 v1 e4 ]' v; B
date of December 11, 2008.% }2 ~. Q! T( H+ T7 Y; B
For each five-year period after the Initial Fixed Rate Period (each, a
, _: Y, k, e7 ]6 x2 z‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
3 b' x. r: R3 p2 T0 v0 l+ i8 eSeries 18 will be entitled to receive fixed non-cumulative preferential cash
: v* C2 f/ C5 L a8 u1 Cdividends, as and when declared by the Board of Directors, subject to the: W1 X5 D4 s% C3 v1 ]2 o R/ ~
provisions of the Bank Act, payable quarterly on the 25th day of February,, R1 G6 b9 L2 M$ M( v( v4 a0 v+ Q
May, August and November in each year, in the amount per share per annum* J& G' ?/ O3 u4 f3 s0 r. V
determined by multiplying the Annual Fixed Dividend Rate applicable to4 D/ m, d! ]/ G. ?$ k
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
( P, F' ^8 E. f' H0 ?( k: Z, ~Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
! g) V7 d7 j; b: @- p4 S QBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day2 K+ G) p6 W- {1 r
of such Subsequent Fixed Rate Period and will be equal to the sum of the! j% {/ |% t0 v4 m
Government of Canada Yield on the applicable Fixed Rate Calculation Date5 p: R0 M: }; @! n2 R! |! D0 i4 F7 C9 w
plus 3.83%.
9 [4 o/ I2 n6 i( T# z/ p7 a' k# KIf the Board of Directors does not declare a dividend, or any part thereof, on/ Q N7 A6 _2 e8 }! N- d
the Preferred Shares Series 18 on or before the dividend payment date for a6 i @3 n8 C( h& n
particular quarter, then the entitlement of the holders of the Preferred2 w; t7 n! C9 d) f7 n0 E
Shares Series 18 to receive such dividend, or to any part thereof, for such; w- F6 n8 |8 q* {3 ]6 ^9 K
quarter will be forever extinguished.4 S$ a4 U2 Q0 p8 `6 G. i
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
& m) s; ?9 ~. d, q' I) N. n# ]Superintendent and to the provisions described below under ‘‘Details of the( W. d0 S6 u' R9 L2 x, J. s
Offering — Certain Provisions of the Preferred Shares Series 18 as a6 U: W' N u W% n. C, z& L* X
Series — Restrictions on Dividends and Retirement of Shares’’, on/ F8 ?/ A# }" [3 e+ d
February 25, 2014 and on February 25 every five years thereafter, on not" n* _ i6 S0 t
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
# k) R2 Y1 n- ~! `( O; ?3 Z8 spart of the then outstanding Preferred Shares Series 18, at the Bank’s option
# q" G' r6 c7 g `. ^) Y/ g/ Pwithout the consent of the holder, by the payment of an amount in cash for: \2 A; s. ^- d0 i: `
each such share so redeemed of $25.00 together with all declared and unpaid
# T& x% a, U7 Pdividends to the date fixed for redemption.
f4 T: f9 y! F U: G1 SConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
y* z5 D& K) q! R7 BShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
8 k, {: ]+ i6 ]7 y9 wthe right, at their option, to convert, on February 25, 2014 and on
7 i2 P- `4 t" s" fS-4
# ^% p- @: H# j1 n9 XFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any0 V: {; ]3 h' s# L& |5 s2 J' R
or all of their Preferred Shares Series 18 into an equal number of Preferred$ q- p; Y7 u: r7 {! I! y' y
Shares Series 19 upon giving to the Bank notice thereof not earlier than+ i. P+ F/ m& [" U% {( g8 b& H
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
3 ^1 K! J& {. m1 I' Ipreceding, a Series 18 Conversion Date.; v+ _* {" i2 w- [
Automatic Conversion If the Bank determines, after having taken into account all shares tendered* Q: h4 B* G* G: f% Q
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
. i: l; r2 `6 I% R) n/ F6 Y+ }& D" iSeries 19, as the case may be, that there would be outstanding on such, y! X0 c8 w+ ~# z& O' |9 J6 ~
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
R8 J. b" }& ^such remaining number of Preferred Shares Series 18 will automatically be
2 L9 i+ ]# h2 z( T' Z+ Kconverted on such Series 18 Conversion Date into an equal number of
! f" G& q7 |; G3 v, x! x cPreferred Shares Series 19. Additionally, if the Bank determines that, after" A* g9 W2 V4 K: _( o- z) ~
conversion, there would be outstanding on such Series 18 Conversion Date
; P0 r8 q+ i: Mless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares9 t6 @) O% K* G6 f5 ]# D0 m
Series 18 will be converted into Preferred Shares Series 19.
- g3 A, h" F+ X9 s' `Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# f9 c! A O7 [$ T1 g; KSeries 18 will not be entitled as such to receive notice of, attend, or vote at,% W; s# {) s7 C Q- O
any meeting of the shareholders of the Bank unless and until the first time at/ b! G/ v% N2 K0 X8 y1 q1 @
which the Board of Directors has not declared the whole dividend on the
( G6 r/ M! M t& r D7 r8 PPreferred Shares Series 18 in any quarter. In that event, subject as
s$ E. |5 `9 nhereinafter provided, the holders of Preferred Shares Series 18 will be
. Y+ w) H3 ^) l$ ~" T$ K0 L1 kentitled to receive notice of, and to attend, meetings of shareholders at which. r9 z, j; x3 b: d
directors of the Bank are to be elected and will be entitled to one vote for1 y Q& a2 _9 S+ e$ ?( s
each Preferred Share Series 18 held. The voting rights of the holders of the- @" f; w7 C! [. O" C
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
8 O( \$ ?/ t* Athe first dividend on the Preferred Shares Series 18 to which the holders are
+ y( Y5 Z! _" I4 R4 w( bentitled thereunder subsequent to the time such voting rights first arose until
3 j8 J; [1 V8 B6 xsuch time as the Bank may again fail to declare the whole dividend on the/ `1 K, K* q9 J! f* v t
Preferred Shares Series 18 in respect of any quarter, in which event such! ~; @( f/ P$ ]
voting rights will become effective again and so on from time to time.
& c, Z4 g1 [6 V3 X' A/ z' ^, oPrincipal Characteristics of the Preferred Shares Series 19
' l0 o6 _( i, s. B7 ]Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
" s* t+ c9 c3 Q/ N7 S- Zfloating rate non-cumulative preferential cash dividends, as and when
/ O* E5 d7 q7 R0 V* x0 ]declared by the Board of Directors, subject to the provisions of the Bank Act,+ e2 i4 D* _- |4 d# O, J. e- z( Y
payable quarterly on the 25th day of February, May, August and November
) _( G# D5 [) tin each year, in the amount per share determined by multiplying the' d8 r( m' Q ~; K2 h7 |3 F
applicable Quarterly Floating Dividend Rate by $25.00.
: [' k B5 h0 t$ I( nOn the 30th day prior to the commencement of the initial quarterly dividend" I$ y2 ?) |5 O/ d6 e4 G: N6 E
period beginning on February 25, 2014, and on the 30th day prior to the first
! C B3 Q9 W- B( N4 c( {day of each subsequent quarterly dividend period (the initial quarterly
% J8 |; V2 f; |$ ?& _* mdividend period and each subsequent quarterly dividend period is referred to$ t ~/ n/ c% o4 g- ?. l9 t! v
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
; n0 t( R" r/ E0 WQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
/ @6 A+ @# D$ {+ Q6 uPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the6 O# Q! F# P9 |
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days1 ^# H! X$ Q0 A% R! b* F
elapsed in the applicable Quarterly Floating Rate Period divided by 365)& u) ?# r% j) y! |5 c2 i5 H
determined on the 30th day prior to the first day of the applicable Quarterly
8 U/ V* Q8 c9 N( m+ y$ NFloating Rate Period.
. O5 H! G2 A5 P. _" ~S-5. x& }. D' K, w* D
If the Board of Directors does not declare a dividend, or any part thereof, on9 A+ x. E+ y0 G
the Preferred Shares Series 19 on or before the dividend payment date for a1 H* x. C2 E6 R5 v$ {( M5 T
particular quarter, then the entitlement of the holders of the Preferred
' g, M' t% P9 v d2 lShares Series 19 to receive such dividend, or to any part thereof, for such* W; e& A$ j& F s z% k/ }( p
quarter will be forever extinguished.
: x9 ^4 ~) q8 [5 \' g& X- PRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
z4 M/ N" C( ?9 O, pSuperintendent and to the provisions described below under the heading
1 a* q, p5 ^4 b% S: z‘‘Details of the Offering — Certain Provisions of the Preferred Shares
Z& c5 D3 J: S2 c i3 }! ySeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,: T0 h9 s; o* \$ l+ @! C
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all$ c( Q4 f( F" D, u- Z6 U
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
: x8 ^4 T/ a0 V, _% _0 f/ Y1 `option without the consent of the holder, by the payment of an amount in1 o0 } ^ k$ k& k' k- k+ K8 L$ W
cash for each such share so redeemed of (i) $25.00 together with all declared$ g6 b8 l& e8 U8 x3 n
and unpaid dividends to the date fixed for redemption in the case of
! D% Q5 u3 J+ o! r" oredemptions on February 25, 2019 and on February 25 every five years
& W. j2 B6 d* I! A) qthereafter, or (ii) $25.50 together with all declared and unpaid dividends to; ~ a) Q3 X* m( I/ l2 |$ N
the date fixed for redemption in the case of redemptions on any other date5 C7 N% S, B, ^0 A$ h
on or after February 25, 2014.8 f% [- @/ P+ W+ X( @' t
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic# s4 ^; u( S( e+ `
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have4 U! V: r* H% s: z) S8 l
the right, at their option, to convert, on February 25, 2019 and on
$ {8 n5 c" S! [February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
# Z( O0 A) E, X+ h6 {- Wor all of their Preferred Shares Series 19 into an equal number of Preferred
) I, t0 v- E" y- \; FShares Series 18 upon giving to the Bank written notice thereof not earlier
0 _. T. c' x& B8 @' Zthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the6 S8 @; s, e: ?5 {) _3 Y7 E
15th day preceding, a Series 19 Conversion Date.4 V: _# C3 T+ j. j
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
9 k2 R/ Y/ ^0 s( \" mProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares1 o" c3 L5 r/ O* i! A
Series 18, as the case may be, that there would be outstanding on such+ {; d) }8 A: o, V j: L. y
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19, B- R1 O$ Y3 [5 P( ?% [
such remaining number of Preferred Shares Series 19 will automatically be
) P8 `% ]4 f1 V2 {converted on such Series 19 Conversion Date into an equal number of) k- V8 N+ f- s
Preferred Shares Series 18. Additionally, if the Bank determines that, after
/ u) l p; O2 e4 S' Z. [conversion, there would be outstanding on such Series 19 Conversion Date
- u# ^5 D y: f" T2 ^9 `1 d: Kless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares/ Z. ?7 P, p% I+ Y- B3 N
Series 19 will be converted into Preferred Shares Series 18.
% g m, C! e. f2 pVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
0 Y- d2 {0 P- ^# k2 W6 T7 eSeries 19 will not be entitled as such to receive notice of, attend, or vote at,' Y- {; {9 j$ s& M
any meeting of the shareholders of the Bank unless and until the first time at
5 m- U8 c: c1 `" ?2 Ewhich the Board of Directors has not declared the whole dividend on the
7 R$ @, R7 S1 p! K* v" DPreferred Shares Series 19 in any quarter. In that event, subject as
4 g3 M7 w. i- u( [" r9 ^/ Ahereinafter provided, the holders of Preferred Shares Series 19 will be* v: `9 M: `& o8 h4 s
entitled to receive notice of, and to attend, meetings of shareholders at which
1 H W/ x) s" |$ x. D0 W( Mdirectors of the Bank are to be elected and will be entitled to one vote for$ b+ W6 g* l) y! u9 B+ U- C
each Preferred Share Series 19 held. The voting rights of the holders of the% y/ n2 q8 W2 u0 {( T
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of/ t% z/ i9 R4 w3 a" k1 _( p
the first dividend on the Preferred Shares Series 19 to which the holders are0 W; A4 `* I7 [+ U+ i$ m
entitled thereunder subsequent to the time such voting rights first arose until9 G3 B! m# y; T
such time as the Bank may again fail to declare the whole dividend on the
; A9 C! O: g4 a/ k; E! jPreferred Shares Series 19 in respect of any quarter, in which event such/ E1 ~2 n8 R; ]* W- B8 H' C0 ]
voting rights will become effective again and so on from time to time.
) r) ]1 I% }4 y# p$ D yS-68 e0 ~' A$ P' O! T& t, Q8 }
Priority: The preferred shares of each series of the Bank will rank on a parity with
8 b" \' l+ O- Z' r' p$ }3 Hevery other series and are entitled to preference over the common shares of( i6 b b4 X3 b: ?7 P1 O, T8 O' m
the Bank and over any other shares of the Bank ranking junior to the
8 X! [( J1 n/ @2 h, Ypreferred shares with respect to the payment of dividends and upon any
* _! f4 u! r+ Z1 ?6 k5 Q; vdistribution of assets in the event of the liquidation, dissolution or
* s: s' H5 n+ P# j/ Ywinding-up of the Bank.
; S$ @* [% o2 jTax on Preferred Share The Bank will elect, in the manner and within the time provided under
4 C0 d0 V# G7 [# @Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares/ `# }6 `8 K( n$ g
Series 18 and Preferred Shares Series 19 will not be required to pay tax on I0 \( n4 `! ~+ i: k
dividends received on such shares under Part IV.1 of such Act. |
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