 鲜花( 26)  鸡蛋( 0)
|

楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的:2 K! o' b. s& x9 r3 P% ~( D
SUMMARY OF THE OFFERING
j9 h# B% M) I, z1 DThis 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’’.
% ? D' \2 k1 I8 V9 b( RIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
7 k& j4 v! x0 l: V- V) r8 }Amount: $150,000,000 (6,000,000 shares)." b. S& a" t2 N) {7 }: T
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
1 x4 B6 e7 G& M ?; p* M6 TPrincipal Characteristics of the Preferred Shares Series 18
4 f' @7 Q/ F) X; d! SDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed6 a/ P6 @" h9 x/ m( @3 c
non-cumulative preferential cash dividends, as and when declared by the% X+ E3 u) _& E: ^" I
Board of Directors, subject to the provisions of the Bank Act, for the initial
2 R$ E- o9 L8 F0 Nperiod commencing on the closing date and ending on and including
3 X( d6 ] B5 N7 p) L* EFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the, F3 m* n! }! d& @
25th day of February, May, August and November in each year, at a rate Z, h: u) d0 K: I* V) e
equal to $0.40625 per share. The initial dividend, if declared, will be payable
: r. @. ?' |- g& |May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
8 l& g3 d- Q- x8 z4 z. rdate of December 11, 2008.
1 Z) w# ?' S+ p- `9 uFor each five-year period after the Initial Fixed Rate Period (each, a& x4 ~5 K2 k) i$ _% O. @- K5 z
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
5 ?9 h: [3 E, g* h8 r* ]) ^+ d4 SSeries 18 will be entitled to receive fixed non-cumulative preferential cash3 x: l/ i4 S8 w9 a# m" F3 N3 `
dividends, as and when declared by the Board of Directors, subject to the, ~9 C8 g, A% q- W+ h0 h: A& H
provisions of the Bank Act, payable quarterly on the 25th day of February,
8 _+ h( A/ W0 ?+ [May, August and November in each year, in the amount per share per annum F: n# _& l1 q/ F2 y
determined by multiplying the Annual Fixed Dividend Rate applicable to
- K: ^5 p7 T; Ksuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
8 Q6 W% v) ?' j, c3 a9 u, [Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
% u1 Z% C" n. V- n c7 rBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
$ q% ~% ~" ]) |" oof such Subsequent Fixed Rate Period and will be equal to the sum of the
/ W- s C) P- Q0 q0 q5 X! tGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
/ Q- d' g) L& |" e7 Z/ ~0 I- h4 l5 `plus 3.83%.
+ Z' x# `6 }" t) o' Y( n4 rIf the Board of Directors does not declare a dividend, or any part thereof, on# p X5 Y% K4 C Y1 L
the Preferred Shares Series 18 on or before the dividend payment date for a
5 r+ u% V m" c( T* t/ \$ vparticular quarter, then the entitlement of the holders of the Preferred
0 G- i% ]: w7 |8 B" SShares Series 18 to receive such dividend, or to any part thereof, for such
6 t1 C6 S& V6 |1 Tquarter will be forever extinguished.# C; B# S) s/ ^
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 A: U- d4 E; ySuperintendent and to the provisions described below under ‘‘Details of the
9 [6 D# y7 u! N; V9 M4 }3 rOffering — Certain Provisions of the Preferred Shares Series 18 as a
; ~( n' X1 j$ {* l; pSeries — Restrictions on Dividends and Retirement of Shares’’, on
6 ~- K" I; w) q: eFebruary 25, 2014 and on February 25 every five years thereafter, on not1 E3 j1 _% b5 J7 r
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any4 w% C% i4 j8 a: @5 y1 @
part of the then outstanding Preferred Shares Series 18, at the Bank’s option, R3 [( J( o5 `8 {/ Y a3 Q
without the consent of the holder, by the payment of an amount in cash for
/ C7 H/ ~( w% H$ i0 ~: h8 ^each such share so redeemed of $25.00 together with all declared and unpaid& X- K- [5 i; x, C6 X
dividends to the date fixed for redemption.9 b/ k3 `% ^7 `( z' O, Z+ h
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
( L" Q( B; o$ h0 K+ A$ @8 uShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
# q+ y: {0 P; ]the right, at their option, to convert, on February 25, 2014 and on
; ?9 p8 Y+ t1 H6 c3 k3 jS-44 S0 @% f5 V4 F) z
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any8 q' I/ T4 o' b, k
or all of their Preferred Shares Series 18 into an equal number of Preferred# b8 g6 S* y% |9 b
Shares Series 19 upon giving to the Bank notice thereof not earlier than
# g5 V$ _6 D" I# y! x' `30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
/ K) r1 q, D5 O& N) |" @ k, U Dpreceding, a Series 18 Conversion Date.
+ e @6 J! Y2 {Automatic Conversion If the Bank determines, after having taken into account all shares tendered6 B7 \% G- d' }3 h) _& q# K) F* u
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares% h; a. B' V# l( M
Series 19, as the case may be, that there would be outstanding on such
0 K& G: N3 K$ D1 D. USeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,. t5 q9 d: A, P' p) a8 b2 u1 D
such remaining number of Preferred Shares Series 18 will automatically be0 k# @ s8 y7 L+ R2 w3 c" w- D; b6 X
converted on such Series 18 Conversion Date into an equal number of8 G+ t! j, v# C) T2 N; M+ o- g
Preferred Shares Series 19. Additionally, if the Bank determines that, after1 @: P/ t1 A1 Z
conversion, there would be outstanding on such Series 18 Conversion Date
" Y8 z+ z& P4 _, o; d8 } I& J% O% Oless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
% B0 T9 R- g/ g/ w9 V* ?% jSeries 18 will be converted into Preferred Shares Series 19.6 H7 J0 |6 ~: ~& J0 |6 q
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
' P1 I/ k0 {- l! s$ lSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
) |2 n) m# S& q0 B5 oany meeting of the shareholders of the Bank unless and until the first time at: T" }0 T( p) r: v$ r5 f3 Z+ H
which the Board of Directors has not declared the whole dividend on the
+ q4 L& t8 i/ c- _/ GPreferred Shares Series 18 in any quarter. In that event, subject as
' D" X5 Z, ~$ K$ v) ]hereinafter provided, the holders of Preferred Shares Series 18 will be1 Z4 m% Q A8 P2 S1 W
entitled to receive notice of, and to attend, meetings of shareholders at which8 _+ a9 S* W6 Y. e) }
directors of the Bank are to be elected and will be entitled to one vote for4 t2 v5 M \ D
each Preferred Share Series 18 held. The voting rights of the holders of the
6 D1 U# _# W$ s: e; m$ PPreferred Shares Series 18 will forthwith cease upon payment by the Bank of: H' b& \- \- n" W2 o3 C! `
the first dividend on the Preferred Shares Series 18 to which the holders are# s. U7 x( a& R8 `! h T1 y" I
entitled thereunder subsequent to the time such voting rights first arose until
2 z8 h" P+ u0 q6 ~9 A5 ysuch time as the Bank may again fail to declare the whole dividend on the
% R- H& E: M- I/ T9 k! TPreferred Shares Series 18 in respect of any quarter, in which event such; w4 w) C- T8 S% I! I6 f' M
voting rights will become effective again and so on from time to time.
1 `( [0 I1 P( T" d) LPrincipal Characteristics of the Preferred Shares Series 199 F, w: j; I6 ^3 {) u" r
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
- t! ?7 Z( L" sfloating rate non-cumulative preferential cash dividends, as and when
: o9 i$ d: k5 |8 s; u2 Gdeclared by the Board of Directors, subject to the provisions of the Bank Act,
* K$ h* V. t8 q6 upayable quarterly on the 25th day of February, May, August and November
! W4 I7 A" @" e& F; b2 Min each year, in the amount per share determined by multiplying the8 Q9 |' e* P; a) k, n
applicable Quarterly Floating Dividend Rate by $25.00.: j; T7 a) T; x! Z6 m# ~
On the 30th day prior to the commencement of the initial quarterly dividend
; J$ T# g$ V% Aperiod beginning on February 25, 2014, and on the 30th day prior to the first& _5 J \4 D; x& {
day of each subsequent quarterly dividend period (the initial quarterly8 t8 M2 X# E' ]7 q
dividend period and each subsequent quarterly dividend period is referred to
% Q. |) [, T& i1 g2 Xas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the" ^* l5 X9 h1 `3 {1 `
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
! t! }9 `+ M. z/ L4 _7 KPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the9 ~4 ?& ?" Q6 N) b6 e+ ^3 p
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days3 n( U* Z; b( n. ?, T, `8 r* h( |. G
elapsed in the applicable Quarterly Floating Rate Period divided by 365)" ?- L! ~4 x9 { I. E
determined on the 30th day prior to the first day of the applicable Quarterly
! } n' _% T7 G8 K r; D# s. pFloating Rate Period.
: R% Q- C8 d& |& J: W4 a- q$ uS-5
& ^8 \6 ^7 Q- A @9 v% S0 pIf the Board of Directors does not declare a dividend, or any part thereof, on
! o( u6 ~) \; U3 H1 R! u3 @+ o6 ?the Preferred Shares Series 19 on or before the dividend payment date for a
- K+ D4 F" q4 X# `9 Gparticular quarter, then the entitlement of the holders of the Preferred! V8 c4 h, c! O) |! A
Shares Series 19 to receive such dividend, or to any part thereof, for such5 D2 c+ J' X9 t& T3 u' s
quarter will be forever extinguished.
9 x% V$ u, X) r3 o' t: m! k" cRedemption: Subject to the provisions of the Bank Act and to the prior consent of the* k0 e3 Q- K+ i8 U; O3 [8 A
Superintendent and to the provisions described below under the heading5 x# E& x* h3 j8 D5 @
‘‘Details of the Offering — Certain Provisions of the Preferred Shares5 d2 M v+ y, E( t" P+ G- f
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
" ^( L5 O9 M" q: l @on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
3 M! ]; f* W6 x: z+ Kor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
" J4 ~" V# K7 X Noption without the consent of the holder, by the payment of an amount in
& a3 B3 X6 X. p5 f+ d( o; D" }1 Hcash for each such share so redeemed of (i) $25.00 together with all declared
1 y- g% I4 ~& \+ N" ?and unpaid dividends to the date fixed for redemption in the case of7 }* {: m. c; ]4 _# w# D2 O Y, Y
redemptions on February 25, 2019 and on February 25 every five years; S; C, ^0 W5 p& q- S% a# c9 H
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to8 _" h! {# T2 G. A+ R; z
the date fixed for redemption in the case of redemptions on any other date
C$ Y$ N" K; f% g$ uon or after February 25, 2014.2 v5 A1 ~) s! M# S: k7 ]
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
$ w0 V2 {( s& Q8 Q# }9 ]2 }Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
4 ^& m. b' h8 o7 \: X% u7 d9 s/ vthe right, at their option, to convert, on February 25, 2019 and on
* }+ D- ]0 o. HFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
! P! s( S! k) `5 k3 e! p: Zor all of their Preferred Shares Series 19 into an equal number of Preferred- V0 ~5 W$ m$ `6 b6 B+ F" u
Shares Series 18 upon giving to the Bank written notice thereof not earlier! R$ ?/ p' R: x( Q+ K4 H% J
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
+ _1 c9 R( Q. O2 f+ ^' o15th day preceding, a Series 19 Conversion Date. R5 w2 ]8 }1 T6 Q: l+ c2 c
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
( i; ?8 I4 H! U# b7 d2 f2 i) d0 b7 ]Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
: M7 y m ^, P. E# t3 CSeries 18, as the case may be, that there would be outstanding on such
4 i7 m+ v$ Y: aSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
* _7 S: z) ]+ X. ?4 S6 x( o) zsuch remaining number of Preferred Shares Series 19 will automatically be# ]3 T/ A7 }$ }. L( x. }" n
converted on such Series 19 Conversion Date into an equal number of
X |0 _: `) @) e( KPreferred Shares Series 18. Additionally, if the Bank determines that, after
* j' k1 ?9 Z+ N# V4 Econversion, there would be outstanding on such Series 19 Conversion Date5 N0 J' H1 w4 U/ i1 I# M7 ?7 ]% R
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
1 S; k& }6 `- `3 r( }3 Q5 R$ ?Series 19 will be converted into Preferred Shares Series 18.
6 W8 m$ K8 _" m" ~5 x/ q( K2 T6 vVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 Z5 B g5 E7 H9 Z; o0 F3 `
Series 19 will not be entitled as such to receive notice of, attend, or vote at," m# n3 D5 O( a% j0 X: j- v
any meeting of the shareholders of the Bank unless and until the first time at
4 F" y4 y5 f/ m ?# D0 n/ v1 }which the Board of Directors has not declared the whole dividend on the( S8 ^0 j& }" |5 ~0 Y% ]
Preferred Shares Series 19 in any quarter. In that event, subject as) b9 A: |3 \* m4 w' [. O
hereinafter provided, the holders of Preferred Shares Series 19 will be8 p/ I; d+ W- i7 ]3 { a
entitled to receive notice of, and to attend, meetings of shareholders at which
/ ?; K0 J: K5 O% X8 b# mdirectors of the Bank are to be elected and will be entitled to one vote for
$ P1 u6 R" r; B6 a+ Y5 N4 n+ Xeach Preferred Share Series 19 held. The voting rights of the holders of the
) h7 o8 b8 e# D# `) U( a }Preferred Shares Series 19 will forthwith cease upon payment by the Bank of, v8 Z) r6 ]& P5 C# S& V6 Q
the first dividend on the Preferred Shares Series 19 to which the holders are8 L: [% r5 l* e4 N3 O
entitled thereunder subsequent to the time such voting rights first arose until6 N0 m2 d/ Z# ~: X5 a1 {" D
such time as the Bank may again fail to declare the whole dividend on the
$ m/ i! Y* s2 f2 t: ] @6 }# zPreferred Shares Series 19 in respect of any quarter, in which event such- F, d2 T4 k7 g1 f- u: C l& |
voting rights will become effective again and so on from time to time.
& g) t* @- U3 F: x$ N# ]S-6
7 D6 S5 j: `& [1 Q* _+ P, DPriority: The preferred shares of each series of the Bank will rank on a parity with9 }0 j( |& P% d' v( m$ s/ I
every other series and are entitled to preference over the common shares of( i8 V0 s8 u: P5 u7 u! a0 x
the Bank and over any other shares of the Bank ranking junior to the2 d' l9 T' g; G, k: v# _
preferred shares with respect to the payment of dividends and upon any
) D0 D" |. j) {3 z' i* [distribution of assets in the event of the liquidation, dissolution or
- N3 {. f' r* \ t+ C( mwinding-up of the Bank.
7 G2 k0 T; B4 `- zTax on Preferred Share The Bank will elect, in the manner and within the time provided under1 E$ S# X; I' H$ k
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
; v2 b) W j D7 ~6 wSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
* h+ L t1 I( y! B2 K7 i8 edividends received on such shares under Part IV.1 of such Act. |
|