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发表于 2008-11-29 16:58
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下面是BMO的:1 |$ j- l5 V% l z( T4 I7 E
SUMMARY OF THE OFFERING% Z8 ^: x1 _! t' p! E! f0 [
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’’.
! ^9 u/ R2 ]$ S5 }Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
0 T4 Z3 u; o0 D- T3 j; ZAmount: $150,000,000 (6,000,000 shares).$ ]8 B; W9 @* ~
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
4 u8 ] z4 m- o. G. q; @/ APrincipal Characteristics of the Preferred Shares Series 18* R n% ], y" `: t& {. h; W7 r
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed: Q$ c* a' ^2 p; F3 o
non-cumulative preferential cash dividends, as and when declared by the4 y% ^# q' L: v6 L, }% s
Board of Directors, subject to the provisions of the Bank Act, for the initial4 a7 `% u7 N; A2 |0 Z
period commencing on the closing date and ending on and including$ c) `' R1 r6 H
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
5 ?" V5 W! x9 }% t25th day of February, May, August and November in each year, at a rate
- J) I3 m5 |3 i5 r6 ~equal to $0.40625 per share. The initial dividend, if declared, will be payable& [ Z) |- z# B8 p. P
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing F. P7 P+ b! S! G7 {! y
date of December 11, 2008.5 j! \- }5 e$ ~ W
For each five-year period after the Initial Fixed Rate Period (each, a
" g. c5 V4 @' n0 h) M6 L$ Z‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares+ a. k) E; F; ?6 R$ c5 q3 U6 A6 E
Series 18 will be entitled to receive fixed non-cumulative preferential cash: {, L8 B/ [2 V) e& I6 m5 ^& `
dividends, as and when declared by the Board of Directors, subject to the" l6 A0 C: K' T
provisions of the Bank Act, payable quarterly on the 25th day of February,
, ^# m6 ^8 ~+ S! vMay, August and November in each year, in the amount per share per annum
. y* d* `1 [/ e, J$ H& h- Zdetermined by multiplying the Annual Fixed Dividend Rate applicable to
9 ~, h1 @+ b9 \4 }0 ^such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
8 V+ o" Q7 |1 o& `- @8 V* mRate for the ensuing Subsequent Fixed Rate Period will be determined by the- b0 C6 Q( s0 B' a7 D) L8 h
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day) R9 x2 j2 ?6 F' o; v) ]
of such Subsequent Fixed Rate Period and will be equal to the sum of the+ R+ v( u V4 o' ^/ A4 O
Government of Canada Yield on the applicable Fixed Rate Calculation Date
( K" r* q, B, a s! W) c0 n" n% H. pplus 3.83%.
( {! F% q+ C# W' d% qIf the Board of Directors does not declare a dividend, or any part thereof, on
" n+ g! _9 {! I2 fthe Preferred Shares Series 18 on or before the dividend payment date for a
7 e' R. C4 b) y) Rparticular quarter, then the entitlement of the holders of the Preferred4 L% n2 I: ^0 d5 C5 v
Shares Series 18 to receive such dividend, or to any part thereof, for such
0 m, V6 O/ H0 R5 z9 J5 [5 }- ?- Cquarter will be forever extinguished.) h" Z, {3 A1 F) Y x
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
, s' B6 o v# r$ L# P9 KSuperintendent and to the provisions described below under ‘‘Details of the6 f- I; F; n* p1 c3 i! I1 y$ p J: K
Offering — Certain Provisions of the Preferred Shares Series 18 as a! p8 m' c/ f; B9 M: H
Series — Restrictions on Dividends and Retirement of Shares’’, on4 L* L8 G/ }( |4 J. z1 d8 _
February 25, 2014 and on February 25 every five years thereafter, on not: S1 T* M; j; j) c9 l6 t% F, C5 E1 y# t
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
% k7 L3 T) d2 Y: z% N1 apart of the then outstanding Preferred Shares Series 18, at the Bank’s option0 |' Q, k/ _4 d {1 s5 {5 m; _
without the consent of the holder, by the payment of an amount in cash for7 J" t6 y$ U7 Y9 k3 y; }
each such share so redeemed of $25.00 together with all declared and unpaid
8 `- a5 }# v0 x: I% vdividends to the date fixed for redemption.% `- {4 C/ y. h/ s) s' Q$ C
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic6 |/ A% S; J, M2 S$ |3 V. b
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have2 E# A+ O# E# [% j% @( v
the right, at their option, to convert, on February 25, 2014 and on" B1 h/ V2 s# }. o: [
S-4
$ G1 w8 I) Y" U* dFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
( B+ `& c2 a( L5 ?7 D# Por all of their Preferred Shares Series 18 into an equal number of Preferred C2 p$ j' { ~( B5 X6 f
Shares Series 19 upon giving to the Bank notice thereof not earlier than
7 w+ C2 C/ T6 E- r* h, o2 n5 k30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day8 T8 a. {9 I2 W U$ X- N1 w4 A( s
preceding, a Series 18 Conversion Date.7 t- M/ L: i6 Y1 O
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
* y: M& n7 b; e% M+ w+ e2 IProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
, \3 u, ?7 }1 i; x1 G% m- xSeries 19, as the case may be, that there would be outstanding on such/ G! @& s" N! Z2 D' o4 ~: W
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,. e( ?9 n2 q5 K
such remaining number of Preferred Shares Series 18 will automatically be8 L' J1 d' C- L
converted on such Series 18 Conversion Date into an equal number of
( s# f# y* f* Y3 o3 PPreferred Shares Series 19. Additionally, if the Bank determines that, after
) N" s, X6 H% W o0 \- T+ v* I/ jconversion, there would be outstanding on such Series 18 Conversion Date' G$ G' N( L+ L! @
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
, S. j* s* _7 |! {/ HSeries 18 will be converted into Preferred Shares Series 19.& I$ p7 v( ]3 Q+ p% |, H# G
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
! Z! ~7 U2 F- W! Q, USeries 18 will not be entitled as such to receive notice of, attend, or vote at,
1 q3 z) c6 p! k( d0 g* F3 u. c; i3 d( _any meeting of the shareholders of the Bank unless and until the first time at
/ T) M% `* g: f. Pwhich the Board of Directors has not declared the whole dividend on the8 ~5 O+ p$ n; G! c9 J
Preferred Shares Series 18 in any quarter. In that event, subject as) }( U; ~$ [, K) g3 n# r3 x% }; D% R0 o
hereinafter provided, the holders of Preferred Shares Series 18 will be8 z3 c6 M7 ^0 @ Q6 q! [8 @
entitled to receive notice of, and to attend, meetings of shareholders at which
) B" W$ [* m4 y! t6 m. pdirectors of the Bank are to be elected and will be entitled to one vote for- f& R) X/ \3 Q
each Preferred Share Series 18 held. The voting rights of the holders of the* U9 P g. }5 o6 |
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of/ R! x9 O- U! d; m M* D
the first dividend on the Preferred Shares Series 18 to which the holders are: \' i2 E4 V( N
entitled thereunder subsequent to the time such voting rights first arose until4 J6 V3 U/ _. w/ N+ W. w
such time as the Bank may again fail to declare the whole dividend on the
4 S# M; s5 K1 N( U" ^Preferred Shares Series 18 in respect of any quarter, in which event such" X0 o2 q% V% d x
voting rights will become effective again and so on from time to time.
1 f! C4 I; `4 v8 w" {Principal Characteristics of the Preferred Shares Series 193 S" F+ H) s( U/ U
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
% F- |9 c" `2 D& n$ ]! M& kfloating rate non-cumulative preferential cash dividends, as and when3 K' {8 G( b- A* }' i
declared by the Board of Directors, subject to the provisions of the Bank Act,
8 L) X( E. w) d; ?* b/ Upayable quarterly on the 25th day of February, May, August and November9 P" k0 _& p8 N& j& {
in each year, in the amount per share determined by multiplying the5 L* F# w8 D8 l3 K4 p
applicable Quarterly Floating Dividend Rate by $25.00.- q4 S" j5 k7 ?1 y. k k) b [$ T
On the 30th day prior to the commencement of the initial quarterly dividend! {% V, V4 h3 [* K, g9 ^7 \/ ^
period beginning on February 25, 2014, and on the 30th day prior to the first' U; c' R. a) T% f; y& ~1 I
day of each subsequent quarterly dividend period (the initial quarterly4 {8 y: ~. H2 x/ P* `* I5 J) s2 e
dividend period and each subsequent quarterly dividend period is referred to
6 ]3 ^' t2 j% d8 \1 j- {8 aas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the4 F* E+ l+ H( I3 t: Y' U5 K7 z
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate' d; I& A" Q+ k" B/ o0 P S
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
2 K, x( `; F# c! J; jT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
3 G5 B: C( G" r# x, U! E- ~) U2 I" h* ~elapsed in the applicable Quarterly Floating Rate Period divided by 365)
# A4 j7 R/ i) d+ u! wdetermined on the 30th day prior to the first day of the applicable Quarterly
; U$ a$ w! ^: J% C: X8 T) d, G& t lFloating Rate Period.2 d# x! a" J! c3 N! M8 E
S-56 b, ~; d+ T4 @3 N; ~$ w* H
If the Board of Directors does not declare a dividend, or any part thereof, on& ~! M5 C$ [, @# D R g( M0 n7 S
the Preferred Shares Series 19 on or before the dividend payment date for a
9 @% @/ {' F1 d1 T/ d9 Y3 _particular quarter, then the entitlement of the holders of the Preferred9 g- f' P% S$ Y! L6 X& u: O: t
Shares Series 19 to receive such dividend, or to any part thereof, for such- Y# L/ B" ~" O" n* }: ?! `' a
quarter will be forever extinguished.
- r/ \+ r- b6 \Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
; E; d+ W5 `7 B, C- |Superintendent and to the provisions described below under the heading
8 ?+ k+ d. @& P& S5 ^ c‘‘Details of the Offering — Certain Provisions of the Preferred Shares
2 o! ^/ ~# Q' i1 [& B! ^Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
' o5 D6 Q' B# T5 u+ ^4 `7 @on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
D: }- ~2 p# |( D' Xor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
# c: k1 V2 Z0 ~* ~option without the consent of the holder, by the payment of an amount in$ T" W& V# x4 j
cash for each such share so redeemed of (i) $25.00 together with all declared' L* x! {8 `/ l- V/ O7 L
and unpaid dividends to the date fixed for redemption in the case of. Q- B* P( `0 m
redemptions on February 25, 2019 and on February 25 every five years
$ R( P6 O, J5 T8 S. m7 l! [thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
- x7 t, e* b: p7 U& l5 h% pthe date fixed for redemption in the case of redemptions on any other date
5 I% h' y/ c/ b* t. s/ V2 ~/ @on or after February 25, 2014.
; g' T# V# K/ L. [! M: zConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
) s3 o. D3 m$ h& k }8 hShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have* W: Y6 R1 V, v
the right, at their option, to convert, on February 25, 2019 and on
; @0 ~" d9 S$ l: v7 sFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
+ g( L$ v0 Z8 v9 h3 B( xor all of their Preferred Shares Series 19 into an equal number of Preferred
6 X V6 T0 g/ [* _Shares Series 18 upon giving to the Bank written notice thereof not earlier% e. e# @5 M9 T& Z& V. B; G
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the& X/ [5 \. B5 H# h, f
15th day preceding, a Series 19 Conversion Date.8 C) y7 @7 T. U+ @3 Y0 ]# O
Automatic Conversion If the Bank determines, after having taken into account all shares tendered3 j% c5 p8 S# r0 W
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares' S8 _* D: T% q7 _, n; x# x5 N0 B
Series 18, as the case may be, that there would be outstanding on such( e Z( l( J9 E5 { a
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,) n+ x* w: h: p
such remaining number of Preferred Shares Series 19 will automatically be: V5 M: {" W3 o+ Z' i. O
converted on such Series 19 Conversion Date into an equal number of. N% f B& a% s3 v! b3 ^# B
Preferred Shares Series 18. Additionally, if the Bank determines that, after
, D% ]' g4 n4 h8 S) w9 M4 \conversion, there would be outstanding on such Series 19 Conversion Date
2 y* }, F2 f6 L1 C; W$ Jless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares6 T# j3 U- m) S; d9 c
Series 19 will be converted into Preferred Shares Series 18.! e3 O' i! { e d
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares1 m6 |) s8 g! X9 f
Series 19 will not be entitled as such to receive notice of, attend, or vote at,; I9 w- _( W9 R" e! L' ~
any meeting of the shareholders of the Bank unless and until the first time at
^; J7 @1 n- Twhich the Board of Directors has not declared the whole dividend on the) m5 x. ]7 }* i d# }
Preferred Shares Series 19 in any quarter. In that event, subject as
+ Q6 J5 b0 w' [& B" ^hereinafter provided, the holders of Preferred Shares Series 19 will be
& U- M& \! {- v( D0 I/ wentitled to receive notice of, and to attend, meetings of shareholders at which
" l1 h5 A. ?3 S6 g; Ydirectors of the Bank are to be elected and will be entitled to one vote for
* X7 E4 K( Y( ^+ q. e1 e4 _each Preferred Share Series 19 held. The voting rights of the holders of the
4 p3 H! X# {1 M9 T/ @: I; dPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
: k7 j6 L H' Z' Othe first dividend on the Preferred Shares Series 19 to which the holders are
; d# e! p! Z6 r. \+ pentitled thereunder subsequent to the time such voting rights first arose until0 a5 R1 C# |# n8 {) O
such time as the Bank may again fail to declare the whole dividend on the' t; U1 `: R) h3 w
Preferred Shares Series 19 in respect of any quarter, in which event such
* x# ~( X7 T8 G# }, h; L' {voting rights will become effective again and so on from time to time.
+ z" D+ M+ k6 _1 a" ~; ?$ o, JS-6
v5 y+ `/ ^9 G% ^6 A9 EPriority: The preferred shares of each series of the Bank will rank on a parity with: y+ q, e" U7 z7 J& q" a4 Y
every other series and are entitled to preference over the common shares of
0 a5 V, Z$ [ [8 q. z3 k' sthe Bank and over any other shares of the Bank ranking junior to the6 d0 X/ u0 I3 D" G, ]: U5 A: m0 Y7 I
preferred shares with respect to the payment of dividends and upon any
1 M( Z2 R9 Q6 l6 Gdistribution of assets in the event of the liquidation, dissolution or! X* E) Z9 n2 ^9 I3 w
winding-up of the Bank.
, |0 B$ F4 e( M7 i( j& @' YTax on Preferred Share The Bank will elect, in the manner and within the time provided under- r3 R4 N; e9 T; ]2 X+ P' k
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares5 U4 j8 @/ b9 F3 D
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
7 W f3 [0 G- Ldividends received on such shares under Part IV.1 of such Act. |
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