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发表于 2008-11-29 16:58
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下面是BMO的:# E, J1 F/ L! H# R+ V% Q
SUMMARY OF THE OFFERING
4 P( A$ K: Y% o, `! N( u, w1 _. HThis 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’’.) h- c' r$ p) I( `
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
5 ~' x% N$ [ Y" D* bAmount: $150,000,000 (6,000,000 shares).
: P. V" _2 _0 V9 ]1 F9 y9 Y; {Price and Yield: $25.00 per share to yield initially 6.50% per annum.
, x+ f) G9 f& z8 l* fPrincipal Characteristics of the Preferred Shares Series 18$ r' G- Y6 n$ J0 U H( G- U, u! h
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
, Z1 \; O# Z7 J/ E1 Q7 {non-cumulative preferential cash dividends, as and when declared by the
' V2 z% e1 E% v8 O, w9 q, oBoard of Directors, subject to the provisions of the Bank Act, for the initial) i- |" @/ ^. b. R; d1 ?% o n/ L2 V
period commencing on the closing date and ending on and including
3 S- i! N- j% QFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the1 ~3 ^/ t% p8 L$ U; {. e
25th day of February, May, August and November in each year, at a rate, p Y4 n9 Q& S% P; u
equal to $0.40625 per share. The initial dividend, if declared, will be payable
2 ?' @' n" B0 N( YMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing/ P6 F3 k% E; h/ c" R
date of December 11, 2008.! }* E0 S$ A$ h% t- j8 H0 }+ ?
For each five-year period after the Initial Fixed Rate Period (each, a
+ ], A, u- e$ s" @‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
7 K6 c8 e; K% a3 j6 QSeries 18 will be entitled to receive fixed non-cumulative preferential cash
9 a0 n3 ?# g7 N! Q+ g" I+ e9 N" ^" |dividends, as and when declared by the Board of Directors, subject to the7 h+ x' L4 u5 c& g
provisions of the Bank Act, payable quarterly on the 25th day of February,6 H& @( t0 Y2 P) A. _4 i$ l
May, August and November in each year, in the amount per share per annum- R8 x# e. o0 A, m" ~6 J, E
determined by multiplying the Annual Fixed Dividend Rate applicable to
+ N# N9 `( w o' g; B# Gsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
, B* [2 X- y* ~& E0 U1 cRate for the ensuing Subsequent Fixed Rate Period will be determined by the
: C) ^0 {" d6 F# _) W o; G6 e3 UBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day0 C1 J3 [' f& H; w8 P3 X" {
of such Subsequent Fixed Rate Period and will be equal to the sum of the
F; {5 Z1 G$ `5 \Government of Canada Yield on the applicable Fixed Rate Calculation Date4 S3 ^: h3 h9 l0 v
plus 3.83%.
+ Z8 m7 n5 r& B8 W: T' h2 n1 YIf the Board of Directors does not declare a dividend, or any part thereof, on
3 I, T5 \1 k5 H: `4 k8 w2 nthe Preferred Shares Series 18 on or before the dividend payment date for a
) f4 u' U& s& C& o L3 e) _particular quarter, then the entitlement of the holders of the Preferred
) X; ^0 h. T$ o; U8 _Shares Series 18 to receive such dividend, or to any part thereof, for such% s% ^7 [+ D8 {/ Z
quarter will be forever extinguished.5 z3 k' o8 i) Q. A
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the' C3 W/ E( T' I. e; b$ I9 d H- n
Superintendent and to the provisions described below under ‘‘Details of the' B$ s/ m0 ^9 M4 X9 [
Offering — Certain Provisions of the Preferred Shares Series 18 as a
, z6 _! E, m/ A2 P$ x. k: r. ASeries — Restrictions on Dividends and Retirement of Shares’’, on
$ ?* }. b) r5 L& ?* _' `3 y/ QFebruary 25, 2014 and on February 25 every five years thereafter, on not
" x8 M" X. Y T1 i$ Q: |: fmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any& W9 Q) y1 q: R. z/ ]% s' v
part of the then outstanding Preferred Shares Series 18, at the Bank’s option j M1 ^" A6 x4 ^( |3 n
without the consent of the holder, by the payment of an amount in cash for7 K5 w7 j' C' G2 q
each such share so redeemed of $25.00 together with all declared and unpaid2 H8 M9 T5 \8 B8 t
dividends to the date fixed for redemption.& t2 u+ E) C! R
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic4 l4 D' u9 ~; B5 K
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
) R0 x: @" r; n. B/ c0 N) K# pthe right, at their option, to convert, on February 25, 2014 and on- e7 y z, K1 c+ q
S-4
. k/ f) v. `: k7 L1 ]. DFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
; N% |0 R: n4 b8 n3 P! u/ Eor all of their Preferred Shares Series 18 into an equal number of Preferred' u0 X/ r! G( ~! U7 H
Shares Series 19 upon giving to the Bank notice thereof not earlier than
* r4 V3 z( o0 @30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
% L; I2 p: o4 Cpreceding, a Series 18 Conversion Date.. w9 r% T- q" Y% f* @! W! ?
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
: O8 [* D9 v+ v3 }Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares- j% A: x5 F& b: b( f1 ?' Z
Series 19, as the case may be, that there would be outstanding on such
/ o2 G; }' \$ E& h2 x1 h, rSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,% y$ Q4 d: A0 O% ?2 F+ H2 M4 U+ u
such remaining number of Preferred Shares Series 18 will automatically be' Z. Z f' R9 b$ p
converted on such Series 18 Conversion Date into an equal number of
: q! d- |2 V$ @5 ~" \& vPreferred Shares Series 19. Additionally, if the Bank determines that, after: x" n2 x- }2 R1 g2 w* M; Q4 U
conversion, there would be outstanding on such Series 18 Conversion Date+ p+ |# } |8 v# U2 L
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
0 G4 K2 W/ x7 f. L' n. N" VSeries 18 will be converted into Preferred Shares Series 19.% b( A. j8 j- _7 o" b1 P
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares9 }2 R( p+ k3 j& G% n) S
Series 18 will not be entitled as such to receive notice of, attend, or vote at,9 d1 a- S9 W: l2 T6 E# K
any meeting of the shareholders of the Bank unless and until the first time at; k" U& H8 j& S& V: q; w; M! ^3 h
which the Board of Directors has not declared the whole dividend on the: U3 g# b( }+ z4 _4 n
Preferred Shares Series 18 in any quarter. In that event, subject as' G8 n+ u4 L4 l5 ~- N7 x$ s
hereinafter provided, the holders of Preferred Shares Series 18 will be
s* [) l* _7 pentitled to receive notice of, and to attend, meetings of shareholders at which2 ?% o# R: m- F4 i$ ]! v
directors of the Bank are to be elected and will be entitled to one vote for7 y2 r) E( ]) W3 w& J
each Preferred Share Series 18 held. The voting rights of the holders of the O8 E: ?% ?% O# n' d
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of7 ]* B. ~% _! W& e- s+ `8 F4 O: J
the first dividend on the Preferred Shares Series 18 to which the holders are
- f: [" W, N& f! d* D" Tentitled thereunder subsequent to the time such voting rights first arose until
) Y0 q$ Z/ c- u& x/ f' Rsuch time as the Bank may again fail to declare the whole dividend on the
: U4 ` S! L3 f/ APreferred Shares Series 18 in respect of any quarter, in which event such% m% k+ { m" j" x2 v4 m
voting rights will become effective again and so on from time to time.
# N2 K3 W) |; S. aPrincipal Characteristics of the Preferred Shares Series 19
0 V( c+ _, J2 c y( ?3 f2 a: pDividends: The holders of the Preferred Shares Series 19 will be entitled to receive+ C! i7 t' O' |9 f1 Q: X
floating rate non-cumulative preferential cash dividends, as and when: c6 `* `$ e& l* D3 W
declared by the Board of Directors, subject to the provisions of the Bank Act,# k/ V4 j# t, G" o0 p( d' S# p
payable quarterly on the 25th day of February, May, August and November
$ K; U& I" z8 G7 H/ Min each year, in the amount per share determined by multiplying the
5 J+ q, A" l; b# E6 Vapplicable Quarterly Floating Dividend Rate by $25.00.
+ H! V h. t, }On the 30th day prior to the commencement of the initial quarterly dividend' \" s0 _! J! L
period beginning on February 25, 2014, and on the 30th day prior to the first
, a- t+ ?1 z, N6 Aday of each subsequent quarterly dividend period (the initial quarterly1 z( l) n8 Z0 I3 u/ G9 X
dividend period and each subsequent quarterly dividend period is referred to( m/ X1 P3 X; C
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the. T5 A6 ^/ i# \
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate- q; a. a+ @3 C
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the3 @. Z. N$ E! C- N2 v: e9 a8 E
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
# k( i1 V3 C& Q# B6 gelapsed in the applicable Quarterly Floating Rate Period divided by 365)
4 b6 }5 e: Y$ N) ]& ^determined on the 30th day prior to the first day of the applicable Quarterly
n4 m. d% H1 f7 fFloating Rate Period.7 S E2 ^) u5 G( z$ j9 l( v' @
S-5
$ ~# K5 E# {* o4 SIf the Board of Directors does not declare a dividend, or any part thereof, on
- y9 J' l# |6 t$ K, }: |5 h) D. K' k, Ythe Preferred Shares Series 19 on or before the dividend payment date for a
0 @7 h9 Z L2 x9 D; T z+ T% Pparticular quarter, then the entitlement of the holders of the Preferred
0 [8 |6 v% m, p) d6 @; bShares Series 19 to receive such dividend, or to any part thereof, for such3 c6 N' Y" U* N) v5 _. b2 m
quarter will be forever extinguished.
! t2 k! C) d. c; yRedemption: Subject to the provisions of the Bank Act and to the prior consent of the/ M! _+ _6 c# x3 E1 q
Superintendent and to the provisions described below under the heading! C+ V# `* M: n% o' y# u
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
8 _8 S6 ]9 j% P3 tSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,5 m* |: h, Y5 ^6 x; x
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
/ ?3 Z7 l2 u# \8 d ^" a8 S' D- Lor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
1 r& k3 ` A0 {: M3 y" ^3 R9 H# J* o1 h Ioption without the consent of the holder, by the payment of an amount in4 W" b0 s( j1 P- }' Q3 R# z
cash for each such share so redeemed of (i) $25.00 together with all declared
# x- y& w5 |: V/ |; zand unpaid dividends to the date fixed for redemption in the case of' @' h Q% ?6 H2 g% C$ b
redemptions on February 25, 2019 and on February 25 every five years( D) [6 m, S8 g1 l* j
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to2 }( h' e; A' p& f0 q2 c& B
the date fixed for redemption in the case of redemptions on any other date
- w9 [6 \5 n4 u+ h3 {# p1 Non or after February 25, 2014.( }; @; W- i: ]% L! |7 k* }9 B- x* D
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic/ l" ?& [6 h8 C- k/ {
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have1 a/ _- T1 D0 _8 N
the right, at their option, to convert, on February 25, 2019 and on7 h- f9 @1 } X6 ~; {
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any/ N3 f" o! J- k3 L8 w
or all of their Preferred Shares Series 19 into an equal number of Preferred
5 X J4 D# n1 h! k j- r, JShares Series 18 upon giving to the Bank written notice thereof not earlier
3 ^* p- T3 G7 qthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the% f0 U' W" z- o$ k* b# H2 B
15th day preceding, a Series 19 Conversion Date.
9 o5 V, a8 e" r2 [: Z/ |Automatic Conversion If the Bank determines, after having taken into account all shares tendered
& n% {( j# i; ?Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares/ {0 r% P! h1 C0 i
Series 18, as the case may be, that there would be outstanding on such; @& V9 l+ X b7 g
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,3 p! N$ @5 [9 M c- P& h
such remaining number of Preferred Shares Series 19 will automatically be
; [2 t' K' r" n9 ?converted on such Series 19 Conversion Date into an equal number of$ r$ ^/ @2 {* h! a
Preferred Shares Series 18. Additionally, if the Bank determines that, after5 @' S# L* Z! @ D* q
conversion, there would be outstanding on such Series 19 Conversion Date
6 v, V! ]0 j$ ]% f: Gless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares: q4 W( g2 R& l* Z/ z
Series 19 will be converted into Preferred Shares Series 18.
: s) ?0 g1 w2 ]3 ?3 t! [: K5 WVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
( U6 ]! x& a: FSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
; c* e1 h" L5 }" y* c: b) \any meeting of the shareholders of the Bank unless and until the first time at; P8 }. V2 N' c% h4 c$ a: `
which the Board of Directors has not declared the whole dividend on the3 R1 j H4 P5 T% L @
Preferred Shares Series 19 in any quarter. In that event, subject as9 @& y& f1 M' ~3 t2 |- g) ~# V. c
hereinafter provided, the holders of Preferred Shares Series 19 will be
# G' [) z4 A) Y; Lentitled to receive notice of, and to attend, meetings of shareholders at which) P2 Q7 e4 r" I2 R' E
directors of the Bank are to be elected and will be entitled to one vote for
! {$ h a ]% f6 F" s- c7 J' ceach Preferred Share Series 19 held. The voting rights of the holders of the
8 [3 r1 r8 A ~- N: v" @; FPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
, Q/ n8 Z* a, c& e! w0 tthe first dividend on the Preferred Shares Series 19 to which the holders are
# o8 T/ E. f, [1 W2 \$ ^entitled thereunder subsequent to the time such voting rights first arose until
( i- d( z3 B& |such time as the Bank may again fail to declare the whole dividend on the8 s5 j' h& j4 M" ^
Preferred Shares Series 19 in respect of any quarter, in which event such
0 B0 ?- c9 L" p6 Vvoting rights will become effective again and so on from time to time.4 o4 `8 r; J7 t2 a o$ w
S-6
1 i) b- g& u9 @4 g! OPriority: The preferred shares of each series of the Bank will rank on a parity with/ y+ d1 e" J4 D; Z& W
every other series and are entitled to preference over the common shares of5 ^5 v2 F; m' f; ^$ A
the Bank and over any other shares of the Bank ranking junior to the
, g5 O E0 g, k" n& ]2 ^' epreferred shares with respect to the payment of dividends and upon any$ d* Q& i c" M; ^+ p: m8 L
distribution of assets in the event of the liquidation, dissolution or# m( \! m7 @+ `5 n' h" Y
winding-up of the Bank.
6 V% Q/ c0 f, s7 t: h6 z# i8 a3 XTax on Preferred Share The Bank will elect, in the manner and within the time provided under
% [) Y$ O; ^: X0 lDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
. T4 a' U/ @% A9 R3 I) z% l' R- OSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
' E+ I4 ^- s( K. F' x* W# G, xdividends received on such shares under Part IV.1 of such Act. |
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