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发表于 2008-11-29 16:58
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下面是BMO的:1 @* p3 b2 }7 [' w# r" z6 F
SUMMARY OF THE OFFERING
0 s! Z) F! K- M3 p9 f" gThis 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’’.
1 d1 Z ?% Q3 c. |Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
* m# }6 Y5 ]1 H0 ?) @% L+ y% d. x5 H2 TAmount: $150,000,000 (6,000,000 shares).( M$ n0 Y% b4 M! Q
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
! [. n) p$ x) m; g, ]0 UPrincipal Characteristics of the Preferred Shares Series 18
9 H: i7 k/ B# {/ j& l g( C ^& eDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
3 x& Y& u! U. K! q9 z- ^. @# \non-cumulative preferential cash dividends, as and when declared by the& A3 W H5 C* a- w( X& w3 S2 N
Board of Directors, subject to the provisions of the Bank Act, for the initial
) t% D. Z8 ?' C1 Bperiod commencing on the closing date and ending on and including
0 x5 y* A+ `9 i! D: Q. ?. L7 zFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
% j# d# Q2 Q/ j25th day of February, May, August and November in each year, at a rate+ q4 Q) I k; N/ O& P
equal to $0.40625 per share. The initial dividend, if declared, will be payable1 T" M" K9 \/ D z
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
( ]! ]0 A0 p* ^date of December 11, 2008.5 c6 E5 i) w$ r# m
For each five-year period after the Initial Fixed Rate Period (each, a
( |! r+ c' n) p& a3 \5 s‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
# L m; U8 y; ^, o& fSeries 18 will be entitled to receive fixed non-cumulative preferential cash; B0 V7 o4 @5 Z d& k e m9 { E
dividends, as and when declared by the Board of Directors, subject to the
% |- }" S1 m5 Q0 R8 o, `6 [provisions of the Bank Act, payable quarterly on the 25th day of February,
% @/ @6 G- O _. }: Q8 c4 RMay, August and November in each year, in the amount per share per annum
F, H$ k% Y. K7 {6 o' ?determined by multiplying the Annual Fixed Dividend Rate applicable to7 ?4 j" h" y# Y
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend# K9 [! m- p3 ]7 O0 N, ^
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
; [! X' s1 I1 m! _% T7 ]+ EBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
0 D* @" T# h. G' i9 ~: \$ Mof such Subsequent Fixed Rate Period and will be equal to the sum of the
; B5 Q5 m7 Q: z' U' W. S* SGovernment of Canada Yield on the applicable Fixed Rate Calculation Date+ n, I# b* X# C) V) R2 K/ g
plus 3.83%.
0 l- Z0 F0 x9 Q5 `/ TIf the Board of Directors does not declare a dividend, or any part thereof, on
, D6 K; a0 F7 V7 f; h2 Mthe Preferred Shares Series 18 on or before the dividend payment date for a
, Y) q/ G9 }; c$ m3 }6 a$ ^4 Pparticular quarter, then the entitlement of the holders of the Preferred
. s- T, D% h) l9 o8 g$ eShares Series 18 to receive such dividend, or to any part thereof, for such3 K9 @2 D% Q: _% [9 {9 K" D
quarter will be forever extinguished.8 W$ j& e( {. t% b( `- `7 y
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the: Z6 T' x1 T4 E' W* L
Superintendent and to the provisions described below under ‘‘Details of the
& |4 N4 u3 C" t. {$ z0 R& YOffering — Certain Provisions of the Preferred Shares Series 18 as a
+ i7 p" W8 l% S- c( M) N8 r7 I+ ZSeries — Restrictions on Dividends and Retirement of Shares’’, on
/ P5 J( v' J* M( G$ O/ cFebruary 25, 2014 and on February 25 every five years thereafter, on not
% {( G/ v7 ]1 S- _4 v1 r) ]more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
; Q2 D: {) r# v0 npart of the then outstanding Preferred Shares Series 18, at the Bank’s option7 s. J3 G; v+ i" {( \$ E& M
without the consent of the holder, by the payment of an amount in cash for2 A8 X; v, Q& }6 `/ B/ P
each such share so redeemed of $25.00 together with all declared and unpaid% m& {# a: M! V$ y- n
dividends to the date fixed for redemption.
5 F8 J7 e. I8 w7 [Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic& g* q. r8 g# e G h4 P9 `' L" d5 E' ^
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have# p! E) n B( L+ l8 W& s, c
the right, at their option, to convert, on February 25, 2014 and on& }) o" S; `% {% K3 G2 F
S-4
1 g2 |' ~1 L" fFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any' \$ ^( y" Z; g& U0 y. X% U
or all of their Preferred Shares Series 18 into an equal number of Preferred
. t, ?9 I0 q) C0 `$ L) sShares Series 19 upon giving to the Bank notice thereof not earlier than2 V3 I* w `" I8 e& R% g: e
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
2 C8 Y6 _5 D" _$ Spreceding, a Series 18 Conversion Date.
. @, h/ b% C3 ?5 nAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
6 k$ r& i* Z4 }8 [7 HProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares) ]4 |& |: `' v
Series 19, as the case may be, that there would be outstanding on such2 j1 t) v. R& @
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,5 U6 l' I7 i; `: H
such remaining number of Preferred Shares Series 18 will automatically be
3 \9 U3 L6 L$ \; Q, k: x- Kconverted on such Series 18 Conversion Date into an equal number of
- z) s7 ^% O5 E: K8 P% R$ z9 ]# x: ]Preferred Shares Series 19. Additionally, if the Bank determines that, after
! f% K9 n9 L3 i# |( }5 Yconversion, there would be outstanding on such Series 18 Conversion Date7 |1 a; q0 \( x& y" g7 G5 C
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
7 [& \4 u: X8 ~; xSeries 18 will be converted into Preferred Shares Series 19./ N, D9 \! @! ^5 w; E3 @! d4 T- C. H/ U" E
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares* @5 S+ c, V$ _- Y
Series 18 will not be entitled as such to receive notice of, attend, or vote at,, r0 t: A* s& H7 ] a! c' k
any meeting of the shareholders of the Bank unless and until the first time at$ p1 X- |3 ~' w& `
which the Board of Directors has not declared the whole dividend on the
8 ~+ z$ F( @6 U. x* w! Q x* q( F. ePreferred Shares Series 18 in any quarter. In that event, subject as
' z2 M. s/ Z$ c9 Ohereinafter provided, the holders of Preferred Shares Series 18 will be
) d8 g9 y0 n# z& d- \. Y& d, ]$ @# centitled to receive notice of, and to attend, meetings of shareholders at which
# p5 _& o' `/ r7 E1 a; n& odirectors of the Bank are to be elected and will be entitled to one vote for) o. u1 N* K4 M; _( y/ {8 n2 g. u
each Preferred Share Series 18 held. The voting rights of the holders of the$ J( }, l9 [8 N
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
# K# u! o9 ?) Z% r0 pthe first dividend on the Preferred Shares Series 18 to which the holders are4 |! G! j9 g6 z, R9 D) v2 L6 R
entitled thereunder subsequent to the time such voting rights first arose until
0 m, X7 R: m0 H3 L. k% B- [such time as the Bank may again fail to declare the whole dividend on the
* W; j& @0 u t" a* ~/ A2 p( KPreferred Shares Series 18 in respect of any quarter, in which event such
$ V3 i! _$ f1 Rvoting rights will become effective again and so on from time to time.
# J3 f% g* {- W0 M1 W- R) UPrincipal Characteristics of the Preferred Shares Series 196 O& `2 {! @+ G; |8 f8 N
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
7 `# Y9 ?# [! S" F$ xfloating rate non-cumulative preferential cash dividends, as and when- B% F( f8 R. _/ O) ]2 m: H
declared by the Board of Directors, subject to the provisions of the Bank Act,: A; h L; _2 A" d& z
payable quarterly on the 25th day of February, May, August and November
2 o* b6 w8 U" u% H9 ain each year, in the amount per share determined by multiplying the
: c: L% O% { d, c. ~ Sapplicable Quarterly Floating Dividend Rate by $25.00.
* c! @6 ^! z; j; U# j& o, d. a" hOn the 30th day prior to the commencement of the initial quarterly dividend
$ l! p5 a5 R Fperiod beginning on February 25, 2014, and on the 30th day prior to the first
2 L& _( K( C* ^* Lday of each subsequent quarterly dividend period (the initial quarterly
+ h+ W2 @" t1 E7 [# y4 s" e+ V. Ydividend period and each subsequent quarterly dividend period is referred to8 u/ z0 z* C* E( Y
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the, M. d* V7 P, D# F1 E
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate# J; P7 `$ |+ ^% L- K5 I; u9 F
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the, e! c8 S. g1 c* c$ a% x5 Z9 u
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
: p2 r- O! V7 g D5 u m( p' t! K* Selapsed in the applicable Quarterly Floating Rate Period divided by 365) y% n5 R* \. n- u8 n
determined on the 30th day prior to the first day of the applicable Quarterly
, x! W1 S/ t+ w1 kFloating Rate Period.
* ^6 W+ C5 I5 @" u) d3 r, J: t h9 ~S-5
* K6 l, T$ ?* X$ UIf the Board of Directors does not declare a dividend, or any part thereof, on
/ O, t. ]& @4 f7 A: Y( N. k+ f) Sthe Preferred Shares Series 19 on or before the dividend payment date for a9 U0 h( E; v& S! z3 M1 V8 h, a
particular quarter, then the entitlement of the holders of the Preferred- c5 i9 `. p* \% F
Shares Series 19 to receive such dividend, or to any part thereof, for such
( l7 @& p9 `) [( w6 `4 s7 Q% e) wquarter will be forever extinguished.# O" ^. V6 R$ I; |/ y& O
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the% [3 Z' S6 J0 B+ C4 w" Z
Superintendent and to the provisions described below under the heading3 v, X, z% G s/ j5 _# \
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
( j: [& l2 f3 oSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,- F* `: v; M9 q/ v" |' ^9 w
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all# q! B% M; A$ R4 y0 S
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s) c/ |: r+ f( M% w
option without the consent of the holder, by the payment of an amount in$ g8 [0 C! M' ?: \% B
cash for each such share so redeemed of (i) $25.00 together with all declared
6 v9 }9 \) d9 R" W+ Y, _, [and unpaid dividends to the date fixed for redemption in the case of2 H% t& X/ P" _" h0 q4 ~/ L
redemptions on February 25, 2019 and on February 25 every five years- c; H7 y8 B. w* B% G5 }
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to1 N9 P5 ^( {% ]/ R* Y# V1 t7 W) Y
the date fixed for redemption in the case of redemptions on any other date& o0 ~; B1 e: H: k+ t
on or after February 25, 2014.$ x- n6 e" w( Z+ ?
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic, q9 v2 V) ^ Z8 D
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
( K3 ?) p1 j$ ]1 ?6 ?* Qthe right, at their option, to convert, on February 25, 2019 and on3 F2 Q3 A+ Q. q: @
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any* T; Z& Z0 k. D% C- l
or all of their Preferred Shares Series 19 into an equal number of Preferred
# M" u9 Y! V0 rShares Series 18 upon giving to the Bank written notice thereof not earlier. _0 ?0 H9 o4 }& W5 E5 Y4 H
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the( b, t. g5 @' ?$ [, L/ _; O$ W
15th day preceding, a Series 19 Conversion Date.
% m& J4 S5 [0 u4 eAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
* H3 U9 ^' h1 O7 g7 U9 BProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares& E- H7 \0 z; W4 ]/ B
Series 18, as the case may be, that there would be outstanding on such! R9 a! A7 x, d' `+ n
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
! B" U% e0 b( I. N; G9 u' msuch remaining number of Preferred Shares Series 19 will automatically be, r6 ?. \6 M0 b0 Y' s7 ?# \! T
converted on such Series 19 Conversion Date into an equal number of
# o5 ?$ e8 u9 v4 X1 H9 r5 J2 H, FPreferred Shares Series 18. Additionally, if the Bank determines that, after
- Z( C* d( j9 q kconversion, there would be outstanding on such Series 19 Conversion Date5 g0 g d" f4 [/ U+ y5 }
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares; V% @9 f" U, U. P4 H$ Q2 p, s, Q
Series 19 will be converted into Preferred Shares Series 18.1 b1 T+ T; D3 I3 D: I: ^1 ^. y
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 r h) s/ d7 b: c6 ?Series 19 will not be entitled as such to receive notice of, attend, or vote at,
! G2 }0 Y( e$ [any meeting of the shareholders of the Bank unless and until the first time at( p9 q1 s& R2 Z
which the Board of Directors has not declared the whole dividend on the+ e- \4 V. b$ O
Preferred Shares Series 19 in any quarter. In that event, subject as& Q W* b' R. d' \: J4 _+ ^
hereinafter provided, the holders of Preferred Shares Series 19 will be9 p# [& |. b1 c5 k: Y
entitled to receive notice of, and to attend, meetings of shareholders at which. j/ N0 ^( g0 z" u
directors of the Bank are to be elected and will be entitled to one vote for
6 G* X1 |/ {4 B/ C9 Eeach Preferred Share Series 19 held. The voting rights of the holders of the+ M) O1 Q! y* u/ y, ?, c5 F5 J
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of v! \6 L. }- z' { T' Q% u- p' X
the first dividend on the Preferred Shares Series 19 to which the holders are! Y; P8 l% x$ `; V
entitled thereunder subsequent to the time such voting rights first arose until
0 h: t$ u t/ l8 J/ @7 P7 K: esuch time as the Bank may again fail to declare the whole dividend on the
9 b& _' b: t! ]( J5 gPreferred Shares Series 19 in respect of any quarter, in which event such- u0 Z, y# P/ k0 o- C0 T+ B
voting rights will become effective again and so on from time to time.& q+ x. q/ \0 e. r5 p
S-6
8 [6 @7 z) r$ ePriority: The preferred shares of each series of the Bank will rank on a parity with; v. S/ n# a5 o R b
every other series and are entitled to preference over the common shares of
% b* M; [% r* T/ f7 D4 Dthe Bank and over any other shares of the Bank ranking junior to the
. ^9 O! K, Y' l9 p1 Opreferred shares with respect to the payment of dividends and upon any
) q% t# g& a$ wdistribution of assets in the event of the liquidation, dissolution or- c1 S) f6 m* O. x, r6 P% P
winding-up of the Bank.
: Z h1 z" A% I& a% U7 v8 FTax on Preferred Share The Bank will elect, in the manner and within the time provided under7 n* g V6 R4 k+ ~2 k, Q6 O
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
0 v1 }1 G' C) b2 W$ S5 f* A& TSeries 18 and Preferred Shares Series 19 will not be required to pay tax on) g l2 }9 U$ s" m% n. q
dividends received on such shares under Part IV.1 of such Act. |
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