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发表于 2008-11-29 16:58
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下面是BMO的:8 ]2 X( Q) x; h1 M1 H
SUMMARY OF THE OFFERING- w/ \: u5 X, b2 R4 D2 h
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’’.
- y3 i! {; _" b& a" CIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18./ T8 P1 O# D1 h& G8 S' h
Amount: $150,000,000 (6,000,000 shares).* ?3 e+ u4 n% l
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
9 F% L+ s- O2 |9 ^: ]Principal Characteristics of the Preferred Shares Series 18
0 @( D) s) |- ~3 LDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
& p! f, l# L: i3 G5 y- Gnon-cumulative preferential cash dividends, as and when declared by the
% I* g# E1 @! yBoard of Directors, subject to the provisions of the Bank Act, for the initial% ~5 M `1 e& q+ W+ Z
period commencing on the closing date and ending on and including
: t1 q6 ~7 }7 o& c6 kFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the- a9 m. M3 `% |) t
25th day of February, May, August and November in each year, at a rate
2 a8 _4 h+ {* M' M9 D" `2 [4 aequal to $0.40625 per share. The initial dividend, if declared, will be payable. R8 l4 x+ n( c3 h) J# m: N6 G
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
; Y& f- x3 d. _9 P2 X% jdate of December 11, 2008.
( a, x4 O0 H( r+ f- zFor each five-year period after the Initial Fixed Rate Period (each, a0 @1 m. \! G1 w
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
8 i+ Q/ M# ]6 N) B# F- eSeries 18 will be entitled to receive fixed non-cumulative preferential cash1 a J" }" S! \, J5 I' [% h' p
dividends, as and when declared by the Board of Directors, subject to the' t& W5 M' u$ x0 s; W# J# |! o$ Q
provisions of the Bank Act, payable quarterly on the 25th day of February,2 ?2 b9 X9 Q: e8 }( a: @
May, August and November in each year, in the amount per share per annum2 ~) q- Q) Y/ ~$ r- c+ b
determined by multiplying the Annual Fixed Dividend Rate applicable to
; W M# w+ A* @# N/ N+ Y, Gsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
+ K7 V4 O+ D$ \/ W3 W/ ^2 O; ZRate for the ensuing Subsequent Fixed Rate Period will be determined by the" p7 R9 s& F- ^
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day. v$ i: P& Q* l4 C1 r4 U/ o. b
of such Subsequent Fixed Rate Period and will be equal to the sum of the
$ ]6 l. V% I. K* j3 K; vGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
9 ]; k2 H5 n: @4 d% _, splus 3.83%.
" G: @) O1 z: V7 FIf the Board of Directors does not declare a dividend, or any part thereof, on
0 E9 \. p5 h+ w& M$ h% [, o' S/ B. Othe Preferred Shares Series 18 on or before the dividend payment date for a7 Y1 s) r* |; |; n4 H/ z1 c* @
particular quarter, then the entitlement of the holders of the Preferred
2 m8 g' e3 v/ ~1 N$ rShares Series 18 to receive such dividend, or to any part thereof, for such2 j5 s6 d7 C: K8 ^
quarter will be forever extinguished.
9 U- G* H6 k3 |' CRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
1 G1 l; p0 D- y( NSuperintendent and to the provisions described below under ‘‘Details of the
; R/ {1 o# H" C; T: m2 A, @Offering — Certain Provisions of the Preferred Shares Series 18 as a
9 B! l2 P# f: ], h$ _0 XSeries — Restrictions on Dividends and Retirement of Shares’’, on$ e8 u' p( J+ v% e7 ]
February 25, 2014 and on February 25 every five years thereafter, on not- a- f5 o3 _$ _ m. g/ J
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any0 A) w e. P* ?' x
part of the then outstanding Preferred Shares Series 18, at the Bank’s option1 X6 v3 \/ i/ L# o( j1 c
without the consent of the holder, by the payment of an amount in cash for+ ]( x# T9 B* [- V- \ n; |$ ? j
each such share so redeemed of $25.00 together with all declared and unpaid) ^# _# M+ \5 w, M' L- n! n
dividends to the date fixed for redemption.# F6 X z `2 S3 K% ]7 y/ _
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
( S1 @( q1 N) D0 X! U2 XShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
) \& ^) _" I% ^2 B! H' ^the right, at their option, to convert, on February 25, 2014 and on. H0 p5 d$ j3 r: D
S-4* ^6 f! J {7 i9 _+ K
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any( M1 D9 e) |6 l$ _
or all of their Preferred Shares Series 18 into an equal number of Preferred
5 O, p2 f8 t; Y/ B5 \Shares Series 19 upon giving to the Bank notice thereof not earlier than
# [* |' t a0 \7 j0 r/ w30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
1 c7 x, U4 F, s. [4 i8 e3 I9 z' D1 s9 d" }* epreceding, a Series 18 Conversion Date.
7 N5 U' W; ~& ^( n7 Z+ C" ZAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
$ D1 C7 A3 Q7 P; Q9 ]- z- TProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares2 b9 Y6 a$ u5 `4 v
Series 19, as the case may be, that there would be outstanding on such
5 {/ S w0 M. |+ j7 {+ D& g8 k; vSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
* j' V8 x8 H; f7 p2 Hsuch remaining number of Preferred Shares Series 18 will automatically be
; @! H9 c& [7 Sconverted on such Series 18 Conversion Date into an equal number of
* X7 P, T$ f4 TPreferred Shares Series 19. Additionally, if the Bank determines that, after
, E0 ~1 N/ ^( M7 jconversion, there would be outstanding on such Series 18 Conversion Date
8 E; F4 g( y- b. n T7 s9 Dless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares8 I% J! r2 I4 g+ Q2 A d* s: |, `# `
Series 18 will be converted into Preferred Shares Series 19.; k% U5 E) r5 {( O
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 E/ h: { ^& ~2 R. T; \9 mSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
" p: Q# W5 _7 D- ~any meeting of the shareholders of the Bank unless and until the first time at: m: S8 F% A1 S p3 ~1 P
which the Board of Directors has not declared the whole dividend on the
' S/ i+ {4 c9 iPreferred Shares Series 18 in any quarter. In that event, subject as
`0 ~8 U* {% v$ L! V+ mhereinafter provided, the holders of Preferred Shares Series 18 will be7 n! C% d- V$ k; G& P+ E: Q
entitled to receive notice of, and to attend, meetings of shareholders at which3 I) R6 K5 C" A3 K1 n
directors of the Bank are to be elected and will be entitled to one vote for
1 g. a2 H2 q- w' n/ ~each Preferred Share Series 18 held. The voting rights of the holders of the0 R5 D$ O3 l& T$ |& E( R
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
% q0 K" D1 J" k% Sthe first dividend on the Preferred Shares Series 18 to which the holders are
* P1 K U+ d$ D3 ~entitled thereunder subsequent to the time such voting rights first arose until% O$ W5 }+ n% c9 a, d+ w
such time as the Bank may again fail to declare the whole dividend on the
4 p! _' |' Q4 J; kPreferred Shares Series 18 in respect of any quarter, in which event such
/ Q2 I( _* i& m2 _voting rights will become effective again and so on from time to time.2 g1 H3 T6 S2 p! ~4 D$ ^ N6 T
Principal Characteristics of the Preferred Shares Series 19
% a0 w7 o. H' v2 E: [& f, c0 b5 FDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
$ g" _0 F! d9 e9 @floating rate non-cumulative preferential cash dividends, as and when& C I) V- k/ t/ t( _! a
declared by the Board of Directors, subject to the provisions of the Bank Act,+ }+ Z$ z; ~7 T( i( E7 w4 z
payable quarterly on the 25th day of February, May, August and November
5 o3 a. k7 }" Y. B) pin each year, in the amount per share determined by multiplying the
6 O, d% U3 _6 l6 Q: x/ E( {applicable Quarterly Floating Dividend Rate by $25.00.
+ E3 g( B' l6 ]On the 30th day prior to the commencement of the initial quarterly dividend4 K& T! t; O) j4 S* ^2 X3 ~7 c
period beginning on February 25, 2014, and on the 30th day prior to the first
& Q4 M' x) V/ ^0 _day of each subsequent quarterly dividend period (the initial quarterly
+ {1 s4 C! s" ~2 |5 E+ @" v( Mdividend period and each subsequent quarterly dividend period is referred to
, V" R" w4 X: ~6 m. z/ L9 k, f: `as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the$ l' r& I; w: ?0 W) |+ x
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
2 [& x( d7 I1 \& ^% K. }Period. The Quarterly Floating Dividend Rate will be equal to the sum of the5 M# e/ O5 h1 U6 b, ~
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
1 D/ t* I$ \1 j* |( _elapsed in the applicable Quarterly Floating Rate Period divided by 365)
6 _- }2 ?$ x7 }3 q' Tdetermined on the 30th day prior to the first day of the applicable Quarterly; i" u& A* \( a9 q% y& V
Floating Rate Period.+ ~, A' X9 B9 X+ g4 [8 w
S-53 P! t3 p7 q4 [; J" E
If the Board of Directors does not declare a dividend, or any part thereof, on
1 S4 |) G1 d2 N% f/ Sthe Preferred Shares Series 19 on or before the dividend payment date for a, H4 w9 o% O0 c) z
particular quarter, then the entitlement of the holders of the Preferred3 \ I5 |5 S! Y- ~% M* R
Shares Series 19 to receive such dividend, or to any part thereof, for such9 f/ o! O0 q+ e' y! T" ^; _) X7 t% Y
quarter will be forever extinguished./ h1 V8 j2 o0 }* {. n0 r
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the) i5 o) n1 s) {. ?! O
Superintendent and to the provisions described below under the heading; R! R! E) F, K! e7 R
‘‘Details of the Offering — Certain Provisions of the Preferred Shares* L. n5 t. T& e: p6 n7 {$ H
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,8 ?/ t4 c# e, j& B( b2 L+ `) O
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all& b9 ^( k) @2 r
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
5 D& M: N M' ]2 S/ L! loption without the consent of the holder, by the payment of an amount in
5 t8 ~7 N% M9 P0 Ecash for each such share so redeemed of (i) $25.00 together with all declared0 U+ P4 W9 M# Q( K# Y8 s& m
and unpaid dividends to the date fixed for redemption in the case of
7 U& a" m6 o6 i1 H: m; R" E$ {redemptions on February 25, 2019 and on February 25 every five years
7 |3 F" k" p! t) ` F9 vthereafter, or (ii) $25.50 together with all declared and unpaid dividends to4 q$ T O0 e7 Z% |9 T
the date fixed for redemption in the case of redemptions on any other date$ ?% g7 q0 A0 m2 h% y7 M
on or after February 25, 2014.
* O8 {- O- T: PConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic9 G" Q5 p- G" X) N! v
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have$ i) m- }: h c' h" A/ l
the right, at their option, to convert, on February 25, 2019 and on
- C; B& O- H* ~+ s8 J9 ?February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any! T% J! @* @8 U1 ]
or all of their Preferred Shares Series 19 into an equal number of Preferred
2 o4 g9 W9 n/ T* a1 p- kShares Series 18 upon giving to the Bank written notice thereof not earlier4 X, z2 E& {9 m+ b e; W
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the' {/ f+ [/ `3 l+ ?
15th day preceding, a Series 19 Conversion Date.# Z6 J9 X( J1 _. ]8 { w3 j2 d
Automatic Conversion If the Bank determines, after having taken into account all shares tendered# r& Y& o* G: }2 `* V2 V
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
; `0 w P. g( @4 v4 uSeries 18, as the case may be, that there would be outstanding on such+ ~$ F( N, s9 w; |1 J; {3 e9 r
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
- O* U" c$ Y* C/ ]! Hsuch remaining number of Preferred Shares Series 19 will automatically be! V0 Q5 V& r" m# n' C
converted on such Series 19 Conversion Date into an equal number of
9 m5 h( ?3 [1 ^7 k, N; QPreferred Shares Series 18. Additionally, if the Bank determines that, after5 [( v# h+ x4 O5 g# i
conversion, there would be outstanding on such Series 19 Conversion Date1 x2 t R- Y& L( p
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
( n) x5 m1 [+ eSeries 19 will be converted into Preferred Shares Series 18.
: d: O; f& f" A3 w+ R9 a, _Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
1 ]4 M1 u" _0 v- J% j! K2 Y$ k; zSeries 19 will not be entitled as such to receive notice of, attend, or vote at,- v& t: n8 g# A9 l6 n( M) C
any meeting of the shareholders of the Bank unless and until the first time at
& o4 l( ?' L7 a1 @* n3 v; K9 \3 e" f' D6 ^which the Board of Directors has not declared the whole dividend on the8 ~, a+ ~/ n. _
Preferred Shares Series 19 in any quarter. In that event, subject as, ]' l8 N( _: n
hereinafter provided, the holders of Preferred Shares Series 19 will be
3 v5 \' F9 a+ p$ wentitled to receive notice of, and to attend, meetings of shareholders at which
. _; b; \6 Z1 S& t+ y" ~directors of the Bank are to be elected and will be entitled to one vote for
% [7 x$ ?8 T, N; Reach Preferred Share Series 19 held. The voting rights of the holders of the5 N( C3 g: Y" N9 y) a, ]( x
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of3 [' i. C& y3 @- g
the first dividend on the Preferred Shares Series 19 to which the holders are+ a/ }8 Y! u# t2 |6 t7 s$ Z$ _; a
entitled thereunder subsequent to the time such voting rights first arose until) r* ]% K+ K, i7 d
such time as the Bank may again fail to declare the whole dividend on the
5 M% |2 P b6 Y) Z' {! bPreferred Shares Series 19 in respect of any quarter, in which event such
8 M+ ^) v8 H+ y8 [6 i5 [voting rights will become effective again and so on from time to time.
: m" J! {8 y8 s: Z. uS-6
) P/ t- U- G& J5 e0 p6 Y' tPriority: The preferred shares of each series of the Bank will rank on a parity with0 O b! A' H" X" B, ~3 A' G
every other series and are entitled to preference over the common shares of
/ p, m6 W8 Z% T$ G% D, Ythe Bank and over any other shares of the Bank ranking junior to the$ G4 q- }. n. w% ~! J1 n" i) i5 ~
preferred shares with respect to the payment of dividends and upon any& x, d' y1 H: U* M& I! Q- i3 I M
distribution of assets in the event of the liquidation, dissolution or/ f# x( P# k% \8 s: d3 K+ j
winding-up of the Bank.
7 E1 Q% g8 P8 Q8 V: }Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
# G6 z& R9 z3 B9 O A' ]Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
& m h" O7 [3 w/ P! H, ?5 F- ]: G4 _Series 18 and Preferred Shares Series 19 will not be required to pay tax on% i' u7 m# K4 `9 N$ L
dividends received on such shares under Part IV.1 of such Act. |
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