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发表于 2008-11-29 16:58
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下面是BMO的:% z% b6 @* q. |4 B
SUMMARY OF THE OFFERING& Z+ |0 Z+ _2 S
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 Q2 r; L! q( { C6 @$ WIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
3 S& D( I" {8 _" g5 w; G! \Amount: $150,000,000 (6,000,000 shares).
. h. p1 y" y- n yPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
5 _! m# \8 X; W* ^& p& t' ?Principal Characteristics of the Preferred Shares Series 18
+ I' i7 U7 y) B5 WDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed$ T% b: q3 N2 l6 l
non-cumulative preferential cash dividends, as and when declared by the. e. c% x" ?" ?( M) u
Board of Directors, subject to the provisions of the Bank Act, for the initial3 ?6 [/ s; K0 m! {9 L) u
period commencing on the closing date and ending on and including. k: \* g4 A9 r
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the# i" S' ^! N: @1 C8 t! L
25th day of February, May, August and November in each year, at a rate
# U0 M7 u9 y$ ~# N0 r9 Lequal to $0.40625 per share. The initial dividend, if declared, will be payable" j$ w6 x, S% ^* q
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
& P7 u* m. X% V6 k: ~( F- F$ T; Gdate of December 11, 2008.9 B: \. ?! D3 K/ C3 v, h
For each five-year period after the Initial Fixed Rate Period (each, a) B0 Z2 v& ?' a6 [; [# Y E! o
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares# F) y0 A* h& _, ^: Z
Series 18 will be entitled to receive fixed non-cumulative preferential cash! e. M+ G: D0 C: O9 t
dividends, as and when declared by the Board of Directors, subject to the6 v$ |; C0 d2 \# {
provisions of the Bank Act, payable quarterly on the 25th day of February,
' y, Z2 ^1 ` F! n8 `& F+ T- nMay, August and November in each year, in the amount per share per annum+ E7 ?$ h: o9 j' V( V
determined by multiplying the Annual Fixed Dividend Rate applicable to7 K5 o. M6 O/ `; r4 y
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend/ O0 Q) |" ]- G- M
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
; z" D! r: T3 j6 ]$ n- PBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day: z. ?0 z4 c" j7 c9 N: r% U1 h
of such Subsequent Fixed Rate Period and will be equal to the sum of the! E* e: M, V, g* k) H: I
Government of Canada Yield on the applicable Fixed Rate Calculation Date% ~4 z* Q1 U# \0 P( }$ F5 _( m
plus 3.83%.
" G* d! S# \, ^9 U5 i4 G1 i2 wIf the Board of Directors does not declare a dividend, or any part thereof, on# N K+ b0 o+ T! k. t7 V
the Preferred Shares Series 18 on or before the dividend payment date for a
: R( M3 W+ _* q" ]' C& Fparticular quarter, then the entitlement of the holders of the Preferred% H( j y: x* D
Shares Series 18 to receive such dividend, or to any part thereof, for such
, b( ]4 t. Q7 c/ Mquarter will be forever extinguished.8 J* ?$ Y7 ~4 a8 X
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
+ U a: g6 m0 a0 |+ XSuperintendent and to the provisions described below under ‘‘Details of the
* A. S: s, m S- LOffering — Certain Provisions of the Preferred Shares Series 18 as a
- A# Z: k: H- k, r6 ~. [9 T/ BSeries — Restrictions on Dividends and Retirement of Shares’’, on
/ b2 s x7 _9 O% m2 H% l' VFebruary 25, 2014 and on February 25 every five years thereafter, on not/ p9 P4 `1 l' l4 }5 `
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any7 K+ b1 O3 H5 x# j) R$ N
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
( A5 t2 Y T0 l3 |: ?+ pwithout the consent of the holder, by the payment of an amount in cash for/ c2 f/ Y/ X/ c$ n4 k% F/ |! b
each such share so redeemed of $25.00 together with all declared and unpaid# i& @2 N/ n0 _# q* V
dividends to the date fixed for redemption.
. |9 c' y) r# e4 t. MConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
r! P# K' \9 ]# j& oShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
0 B( V* Q( Q3 Z% H- m, p1 T! ithe right, at their option, to convert, on February 25, 2014 and on
. f" g7 ?5 [. W8 E3 x. FS-4
% o/ p% ]. R9 C6 cFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any/ U1 ]$ D# s$ V' L b
or all of their Preferred Shares Series 18 into an equal number of Preferred
9 [ e0 ]) q4 h, AShares Series 19 upon giving to the Bank notice thereof not earlier than; F& i0 M( f& |; g# J
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
% a+ ?( m: R9 |% ^& ?preceding, a Series 18 Conversion Date.
4 ] P! a7 u$ @2 b/ J. f: WAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
. }* L% q, Z# o7 C* G1 mProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares1 F4 S: F9 }, W% s
Series 19, as the case may be, that there would be outstanding on such2 L' e; C. V; K; @8 I1 U+ [" `- v0 `
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,/ ~! N% B* f# X! i, [
such remaining number of Preferred Shares Series 18 will automatically be
, Z! E. V5 i; c5 K1 W( r) E2 x5 gconverted on such Series 18 Conversion Date into an equal number of) [' l. o& D5 Q! q D- \' @
Preferred Shares Series 19. Additionally, if the Bank determines that, after) `- P' r2 r$ [: P( s
conversion, there would be outstanding on such Series 18 Conversion Date0 O5 @* r5 i$ W% Y0 v
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
7 U9 d) i3 O- cSeries 18 will be converted into Preferred Shares Series 19.) Z) L* g' v: }. G0 m$ c6 c! c
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
3 ?: j' |1 _$ @* l4 a! h ^0 sSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
1 o P$ l9 p0 |2 u D1 j6 R$ Q4 Eany meeting of the shareholders of the Bank unless and until the first time at
4 n7 `9 r+ H4 g9 J5 m/ N @which the Board of Directors has not declared the whole dividend on the
+ b* `- U/ L5 l4 @Preferred Shares Series 18 in any quarter. In that event, subject as- E2 d. j$ `4 m& w! K3 J" u
hereinafter provided, the holders of Preferred Shares Series 18 will be
3 W9 `& a3 R. M: Eentitled to receive notice of, and to attend, meetings of shareholders at which
0 v! q/ c; p: D. v0 R4 ?' @directors of the Bank are to be elected and will be entitled to one vote for
- i; g" ~) X' p8 H3 t5 Leach Preferred Share Series 18 held. The voting rights of the holders of the
! D# {$ D! f# W; { Q1 mPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
" k" a3 X. s |3 fthe first dividend on the Preferred Shares Series 18 to which the holders are% y" j3 E: F; S! D$ k
entitled thereunder subsequent to the time such voting rights first arose until
) L' j/ s+ N5 ~6 N' F% Y$ Dsuch time as the Bank may again fail to declare the whole dividend on the, a* w K" r8 v" l5 Q
Preferred Shares Series 18 in respect of any quarter, in which event such3 I6 q8 J1 [6 E
voting rights will become effective again and so on from time to time.5 E+ a. C; ~2 m7 r& {. E. n
Principal Characteristics of the Preferred Shares Series 196 |5 D8 k k: X$ ^( H
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive9 K3 g3 |/ |4 X- T5 r4 s4 Y
floating rate non-cumulative preferential cash dividends, as and when
4 ~3 i8 k( i# l% e1 Ideclared by the Board of Directors, subject to the provisions of the Bank Act, O* u% |0 u* l; S) y, q+ B
payable quarterly on the 25th day of February, May, August and November6 F4 M/ b3 k% L, `6 Z; b2 I$ |/ ]
in each year, in the amount per share determined by multiplying the
% F! C) U7 V" s( s7 E8 k) Y" oapplicable Quarterly Floating Dividend Rate by $25.00.
% {" u% \1 ]( _On the 30th day prior to the commencement of the initial quarterly dividend
# l+ q- N+ z: A$ Z7 `' ]' Cperiod beginning on February 25, 2014, and on the 30th day prior to the first N. V3 R2 ~$ _( V! |' g
day of each subsequent quarterly dividend period (the initial quarterly
7 r* Z& y$ R9 t# g. Y6 ldividend period and each subsequent quarterly dividend period is referred to0 y1 C$ b2 w0 r/ t& `
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
: C! W$ K6 l/ @ A4 L* UQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate/ j9 D. s$ l; f; ^
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the9 q# e3 g+ L- F
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
! a" }& Y( n9 c3 R4 o6 \$ Relapsed in the applicable Quarterly Floating Rate Period divided by 365)& g, `' {- y% @4 m/ p
determined on the 30th day prior to the first day of the applicable Quarterly! Y( i6 p, e. w% @' G
Floating Rate Period.
& k' w. e. ~9 g8 kS-5
. Q) F$ u1 V1 b: q/ l$ fIf the Board of Directors does not declare a dividend, or any part thereof, on/ L" _) ?2 `' z
the Preferred Shares Series 19 on or before the dividend payment date for a
1 [- R- c3 {6 p, L% xparticular quarter, then the entitlement of the holders of the Preferred
( c) S7 G! i+ P; h" R- HShares Series 19 to receive such dividend, or to any part thereof, for such
! R, J+ n4 o$ g! S n" Vquarter will be forever extinguished.# A# a8 H% a1 ^2 `3 U3 h
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
M+ o2 M; V; k) D3 v" i9 JSuperintendent and to the provisions described below under the heading
- x8 x; f: }: Y, g6 l‘‘Details of the Offering — Certain Provisions of the Preferred Shares
' o+ d3 a! I6 J" f2 V! s: Z/ o) ^Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,8 \- R: w# ~2 t* r
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
_& \, w5 \7 N; {or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
* u G3 ?/ }% H) joption without the consent of the holder, by the payment of an amount in
1 J$ a# `% |5 @4 e* \7 O$ _8 Bcash for each such share so redeemed of (i) $25.00 together with all declared! s$ g, g) [% R! q) j
and unpaid dividends to the date fixed for redemption in the case of
- V) e; i; Q7 v9 l4 ` T4 [+ @2 kredemptions on February 25, 2019 and on February 25 every five years
+ ?( W. H5 Y, @0 b: p% u6 Ithereafter, or (ii) $25.50 together with all declared and unpaid dividends to( @ Q7 ]* J" s# x( Q
the date fixed for redemption in the case of redemptions on any other date# R% y p9 ]8 U+ n
on or after February 25, 2014.
" ~" y" o3 x8 R5 |7 Q5 G+ k' K" SConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
* S( U) X* w+ u& p8 A* d, VShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have$ b2 r* |8 _5 ~5 l; A! R; K
the right, at their option, to convert, on February 25, 2019 and on' a* X1 ]2 s+ v" e; r+ C% p9 o
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any* ]% d9 j2 {, Z i, h' x! T, w
or all of their Preferred Shares Series 19 into an equal number of Preferred
+ l7 R( p. P3 y! T u6 PShares Series 18 upon giving to the Bank written notice thereof not earlier9 R: d# m; m0 O) k9 p9 K0 ~
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the& s9 p$ h; j$ ~& n
15th day preceding, a Series 19 Conversion Date.' \& |* S, b3 H; ?
Automatic Conversion If the Bank determines, after having taken into account all shares tendered0 \0 j; u' I" W5 k( |, D* T
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
& ^4 E! r J- ]; JSeries 18, as the case may be, that there would be outstanding on such( G0 j: P1 x- r T, c' T
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,2 C" O+ N9 r( g, i0 |
such remaining number of Preferred Shares Series 19 will automatically be4 W% R3 j9 W- c" X* F0 [" E, ?' l: P
converted on such Series 19 Conversion Date into an equal number of
: v. m- j8 D. x$ GPreferred Shares Series 18. Additionally, if the Bank determines that, after
5 @( t( a9 n! E* `' @( nconversion, there would be outstanding on such Series 19 Conversion Date5 l0 l+ `" y, k' p
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
8 d- U1 o6 ?$ D qSeries 19 will be converted into Preferred Shares Series 18.: @ t( P7 B: w% @, j/ o
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 M+ H1 v+ h* ?! Q. YSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
; k# o. b- ^3 `( n/ kany meeting of the shareholders of the Bank unless and until the first time at: H; n% j. B6 B' O* q
which the Board of Directors has not declared the whole dividend on the
" b. f: c% U# U- {( ` O5 G1 vPreferred Shares Series 19 in any quarter. In that event, subject as/ \4 C) o- B2 ^" D( C. \3 I; ^
hereinafter provided, the holders of Preferred Shares Series 19 will be
5 q, s" F; a" I- L; y/ O+ o4 }entitled to receive notice of, and to attend, meetings of shareholders at which
" L% |. k6 ~4 q: ?/ V% d; Q% F) w Ldirectors of the Bank are to be elected and will be entitled to one vote for4 l8 M" [. @. N/ U
each Preferred Share Series 19 held. The voting rights of the holders of the2 P. j c- H" P! t9 }3 \/ Q
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
5 D, _0 Q! B: f' p1 p# F) x" Gthe first dividend on the Preferred Shares Series 19 to which the holders are
" Y* T) J7 k3 H6 N' z9 c' uentitled thereunder subsequent to the time such voting rights first arose until
?: b6 K1 M5 A1 C9 M- {: vsuch time as the Bank may again fail to declare the whole dividend on the/ {8 G7 }# J+ \3 z3 V5 [# h! i) i
Preferred Shares Series 19 in respect of any quarter, in which event such& h& O& n- J8 s' ]* F
voting rights will become effective again and so on from time to time.6 X8 f6 _7 R6 p. d( C) x. }
S-6% l4 O: X( M) N) b' C: e8 s% x
Priority: The preferred shares of each series of the Bank will rank on a parity with
- e. V6 j# J! w/ N8 ? xevery other series and are entitled to preference over the common shares of7 m( t0 e" M* W. L
the Bank and over any other shares of the Bank ranking junior to the2 v+ O# a: Z- Y& ]. d/ Q
preferred shares with respect to the payment of dividends and upon any; \" K8 B, j8 C! r) ~2 y7 x
distribution of assets in the event of the liquidation, dissolution or- i1 i- S) s/ {( p9 z3 M- Q; u
winding-up of the Bank., N- m6 a0 E) n2 \
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under+ x- f% d! J( r& _
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
/ ~ C% Z/ @4 ?- ~) [, q m$ YSeries 18 and Preferred Shares Series 19 will not be required to pay tax on x. s$ J$ Z; A' e
dividends received on such shares under Part IV.1 of such Act. |
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