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发表于 2008-11-29 16:58
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下面是BMO的:3 G) A \9 {9 M( E" L# l) ?
SUMMARY OF THE OFFERING
$ r. \( g' @5 e% B2 VThis 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’’.
% {. P. H: i6 G8 w9 AIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
1 j5 k3 H3 I- r( q! JAmount: $150,000,000 (6,000,000 shares).' H1 h/ i3 l$ q( L$ K0 r- `
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
6 \( J0 A4 W. F, z4 qPrincipal Characteristics of the Preferred Shares Series 18) v% O3 U* g0 z5 h
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed# Q# [" R6 x D. I" n
non-cumulative preferential cash dividends, as and when declared by the* {3 |) U5 I E$ f: f! u
Board of Directors, subject to the provisions of the Bank Act, for the initial7 [+ Z, x3 L3 q) ]) c, L5 v8 D
period commencing on the closing date and ending on and including- r4 `3 t5 n0 |' X, D
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
- W3 N" \3 C# _25th day of February, May, August and November in each year, at a rate: r- d0 r% G. |, T+ V" D* z) }
equal to $0.40625 per share. The initial dividend, if declared, will be payable
' V- [ a$ O" D! u5 e( b$ sMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing' m1 F5 l9 `. i
date of December 11, 2008.0 C1 U6 V5 X- l
For each five-year period after the Initial Fixed Rate Period (each, a' ?) n2 g+ Q; X( H8 a" D( e
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares8 y1 R0 t; @% \' O9 @' G
Series 18 will be entitled to receive fixed non-cumulative preferential cash
4 O9 C$ _2 j3 ?2 F* j( rdividends, as and when declared by the Board of Directors, subject to the
8 @" }9 Z$ M2 E, @) X$ e+ B, mprovisions of the Bank Act, payable quarterly on the 25th day of February,
9 L2 ?: e$ b! T( q; nMay, August and November in each year, in the amount per share per annum# s- \2 Y n8 t( a' r& i
determined by multiplying the Annual Fixed Dividend Rate applicable to
: S! V9 k2 Y. s6 v6 s- csuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend: v/ p0 L- t& e- L$ M
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the' x& i8 ^8 C7 r7 b0 N
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
$ t4 U0 o. @9 Jof such Subsequent Fixed Rate Period and will be equal to the sum of the
) X6 H( z# I3 w) A& z& \+ WGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
' ^# d9 M* W9 R. H* w0 cplus 3.83%.0 v5 s5 b( h v
If the Board of Directors does not declare a dividend, or any part thereof, on
+ N* u6 {, |! e( X( Vthe Preferred Shares Series 18 on or before the dividend payment date for a
4 ?+ z4 r6 E; _2 Vparticular quarter, then the entitlement of the holders of the Preferred* s6 [$ }& q: v0 Y
Shares Series 18 to receive such dividend, or to any part thereof, for such
8 w$ u( f/ Y! ~quarter will be forever extinguished.
0 T; v6 S) p% D2 A+ @( A- SRedemption: Subject to the provisions of the Bank Act and to the prior consent of the9 ^% Q5 p* \2 K& a- M7 S
Superintendent and to the provisions described below under ‘‘Details of the
9 B8 i5 x) J4 |5 o( }Offering — Certain Provisions of the Preferred Shares Series 18 as a4 [3 x1 f7 {/ z
Series — Restrictions on Dividends and Retirement of Shares’’, on4 R2 `# W+ ~% n& Z0 K0 J
February 25, 2014 and on February 25 every five years thereafter, on not
- k2 m, @- T/ `" S& Q) r& T" lmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any- p1 E i, S( N* R
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
9 o& E1 o3 U, N! @without the consent of the holder, by the payment of an amount in cash for: R2 x6 v% |$ A g
each such share so redeemed of $25.00 together with all declared and unpaid, s9 r& w: y& u4 ]/ S4 ~6 P1 P
dividends to the date fixed for redemption." f U4 A, e# N4 I/ p' b
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic6 Y% x, i+ T* c5 J* P* Y
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
$ w1 m$ a8 ]) D# |5 q3 {6 Ithe right, at their option, to convert, on February 25, 2014 and on1 O4 N2 \: \3 m( f- t1 z$ w) w' {
S-4+ O; Q3 `- ?' j, ^6 Z8 o
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any/ B. J( F. F2 C! m' t$ u
or all of their Preferred Shares Series 18 into an equal number of Preferred" r/ b" t- W; R8 i/ S/ ?# d$ K
Shares Series 19 upon giving to the Bank notice thereof not earlier than |; H' {0 ^0 `/ J7 O% d3 L
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day8 {8 ^/ ?2 `8 u; h
preceding, a Series 18 Conversion Date.: i* G- N% b; @% n$ S
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
0 ]# ?3 E2 ?' ]Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares0 {, g' ?% ^+ o6 n
Series 19, as the case may be, that there would be outstanding on such) f; k* e+ S; W$ X* I" H4 N$ j
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
0 {7 A3 x# H( ^8 g* Nsuch remaining number of Preferred Shares Series 18 will automatically be0 X) J6 P6 f m& T; W5 ]3 S
converted on such Series 18 Conversion Date into an equal number of( m# o4 |# G, y* A
Preferred Shares Series 19. Additionally, if the Bank determines that, after
. E# z7 C H+ c6 e. g: {1 |. }; oconversion, there would be outstanding on such Series 18 Conversion Date
, E; w3 k( V/ F( r+ R4 Q( g9 Dless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
' o5 [& Q6 k9 w/ a" SSeries 18 will be converted into Preferred Shares Series 19.
: \3 y/ a9 E) hVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
+ G' A0 q- M" F! ]; B4 O2 FSeries 18 will not be entitled as such to receive notice of, attend, or vote at,# K; {. i3 @5 O- @
any meeting of the shareholders of the Bank unless and until the first time at
2 q: }" E0 [2 q9 Y5 y4 R( [( `# Kwhich the Board of Directors has not declared the whole dividend on the( D, P. L4 g0 [
Preferred Shares Series 18 in any quarter. In that event, subject as5 W6 j7 u; H: f' _
hereinafter provided, the holders of Preferred Shares Series 18 will be
1 m% r7 P4 D+ M0 O5 Y" Gentitled to receive notice of, and to attend, meetings of shareholders at which
. f& i5 ]. ~) s' {5 I0 Odirectors of the Bank are to be elected and will be entitled to one vote for
7 D; j+ P( n' _' I5 ?$ \7 Geach Preferred Share Series 18 held. The voting rights of the holders of the5 G, N7 k( R% J
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of& `" x! C5 H; g" t" k( o
the first dividend on the Preferred Shares Series 18 to which the holders are% l+ q+ C9 {* j
entitled thereunder subsequent to the time such voting rights first arose until
, H; W$ M( T6 n' C0 {such time as the Bank may again fail to declare the whole dividend on the0 t4 W$ X0 M) n W D
Preferred Shares Series 18 in respect of any quarter, in which event such0 H+ \3 W% _' k0 {/ _
voting rights will become effective again and so on from time to time.' x, p! B3 J7 S1 \+ S C; _
Principal Characteristics of the Preferred Shares Series 19
- ~1 x+ z5 P- q* K, r8 w& i$ CDividends: The holders of the Preferred Shares Series 19 will be entitled to receive! G- L% J3 P; b+ H+ I) l
floating rate non-cumulative preferential cash dividends, as and when1 a" l" h$ I/ |+ i% ~8 ^5 G
declared by the Board of Directors, subject to the provisions of the Bank Act,8 F: _! t" t" O
payable quarterly on the 25th day of February, May, August and November
" c0 y! U) H2 F% `# a) ?; lin each year, in the amount per share determined by multiplying the% J, R9 ?; S( {
applicable Quarterly Floating Dividend Rate by $25.00.1 Y$ [& U5 L6 ~$ e" K4 `& z9 A
On the 30th day prior to the commencement of the initial quarterly dividend
- U/ m& B+ ?: e/ @6 m! ]; yperiod beginning on February 25, 2014, and on the 30th day prior to the first: p. _4 w v9 Q1 g/ e
day of each subsequent quarterly dividend period (the initial quarterly
/ n, d% c6 }$ ^( N: v6 p ?: @$ Rdividend period and each subsequent quarterly dividend period is referred to
- `; q) p0 X) ]9 J% P0 x2 j Zas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the- k1 c* H/ j) D
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate# h9 i k! P: A- F* e; {
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the, L! c {4 p) I8 `2 _* D" F7 c9 r
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days6 x: f' }/ k4 ]/ q7 W. D9 n
elapsed in the applicable Quarterly Floating Rate Period divided by 365)/ d' \5 S9 `; w- f: n
determined on the 30th day prior to the first day of the applicable Quarterly
3 o8 E0 j# g1 }Floating Rate Period.
0 [ P3 y5 H4 z; BS-5: T6 j8 |+ e3 @( _
If the Board of Directors does not declare a dividend, or any part thereof, on7 ^$ l: {' F& z4 P1 B8 o7 h
the Preferred Shares Series 19 on or before the dividend payment date for a9 Q |3 L2 j9 k
particular quarter, then the entitlement of the holders of the Preferred
7 B4 {/ ?5 O8 Y- J( nShares Series 19 to receive such dividend, or to any part thereof, for such
$ d5 d( |5 c8 }* Dquarter will be forever extinguished.
6 p, B0 t9 B/ Z1 g! J6 p2 ]% V, X( `Redemption: Subject to the provisions of the Bank Act and to the prior consent of the! C3 g# c- l2 r1 |+ E @; Q
Superintendent and to the provisions described below under the heading
' C$ l# L3 N( G. _* H5 j. O9 |‘‘Details of the Offering — Certain Provisions of the Preferred Shares! G( k- K- R) f* L/ {0 E" ?
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,2 ~$ U' P1 L. Y X: ^! v
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
1 ]; _+ A% K2 @" c) z4 Zor any part of the then outstanding Preferred Shares Series 19, at the Bank’s! S* X) ?+ P1 c3 f( h! Q
option without the consent of the holder, by the payment of an amount in
+ z3 T" v# U1 \7 ocash for each such share so redeemed of (i) $25.00 together with all declared
5 o2 @' P& |/ t6 Q* aand unpaid dividends to the date fixed for redemption in the case of
# J T# F3 R# G; [$ R9 n/ E1 S3 fredemptions on February 25, 2019 and on February 25 every five years
1 h W ?% A2 e( v, @/ pthereafter, or (ii) $25.50 together with all declared and unpaid dividends to0 H" D! \* s3 n; E
the date fixed for redemption in the case of redemptions on any other date
8 a/ Z+ B# h' h. u0 \! k$ von or after February 25, 2014.
$ F9 T0 p* S/ N( mConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic2 o9 _0 ]: p" L8 i8 k/ n; E+ G: A
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
$ F L* D% y _9 n$ Fthe right, at their option, to convert, on February 25, 2019 and on* p- @' Z% f% F9 F7 @* G
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
. l- }0 W$ d* ^: @# x. ?& t+ Mor all of their Preferred Shares Series 19 into an equal number of Preferred8 k/ T0 E; B ^8 w; a7 C/ h( V
Shares Series 18 upon giving to the Bank written notice thereof not earlier
* z1 I( p) M! u2 Jthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
& y1 ^+ `4 D, Z8 m15th day preceding, a Series 19 Conversion Date.5 |( E' H; B# B9 \$ Q' }
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
- ^1 S2 g3 p1 N5 A+ n& Z9 uProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares9 [5 }/ {6 W: s- M @( Z9 [
Series 18, as the case may be, that there would be outstanding on such' y* I, U+ Y5 J6 e- ~
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19," [" ?. C7 o8 H% \4 C1 S
such remaining number of Preferred Shares Series 19 will automatically be' b& w( w7 P0 q1 y
converted on such Series 19 Conversion Date into an equal number of
1 P2 e6 b7 e- y/ B7 {& d ?; dPreferred Shares Series 18. Additionally, if the Bank determines that, after) p; V7 i! m" w# B( {0 G# ?
conversion, there would be outstanding on such Series 19 Conversion Date* }' D1 l! F ?, L. T) s
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
5 K. h, H# [( ?6 [( LSeries 19 will be converted into Preferred Shares Series 18.
/ [ |1 b3 \3 ^8 q9 M. \7 Z3 T) s! V8 g: _Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 j% @7 F7 O0 GSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
7 z! r. q8 T6 y) e8 k6 xany meeting of the shareholders of the Bank unless and until the first time at( F$ w! D; U. V3 s) M3 x/ Z
which the Board of Directors has not declared the whole dividend on the
( {- r/ d3 r+ l; i5 aPreferred Shares Series 19 in any quarter. In that event, subject as
6 Q0 q2 D; I' ]6 @hereinafter provided, the holders of Preferred Shares Series 19 will be* |( c( j6 U1 e) \8 b) T
entitled to receive notice of, and to attend, meetings of shareholders at which
5 b- x- `) l0 {- h3 `, v6 Jdirectors of the Bank are to be elected and will be entitled to one vote for: S L! W# s1 Y5 Q$ F3 q9 K7 Y
each Preferred Share Series 19 held. The voting rights of the holders of the
/ ~8 E- D) g- H) H5 _Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
2 `* {& a$ ], I1 [$ Q: sthe first dividend on the Preferred Shares Series 19 to which the holders are; A$ r& Z# y8 @9 x
entitled thereunder subsequent to the time such voting rights first arose until3 d; c. T1 G; W
such time as the Bank may again fail to declare the whole dividend on the1 D' T) R5 K$ B' H/ x4 P
Preferred Shares Series 19 in respect of any quarter, in which event such
: _8 ~ v/ [' K* ^voting rights will become effective again and so on from time to time.3 V- K2 a6 v0 l
S-6: {% }/ J7 N- m- e4 r
Priority: The preferred shares of each series of the Bank will rank on a parity with N9 Q2 {0 V) |5 E2 c0 z2 T+ p
every other series and are entitled to preference over the common shares of
( f( F+ k2 _5 M6 }& |! Ythe Bank and over any other shares of the Bank ranking junior to the
2 W/ T' ~ W2 O3 C& g* Mpreferred shares with respect to the payment of dividends and upon any
& q2 L" O/ o: j/ M7 f3 A+ mdistribution of assets in the event of the liquidation, dissolution or
+ c- k+ } J# y6 hwinding-up of the Bank.
* I+ U- ]0 K8 c6 k" s" R) y9 cTax on Preferred Share The Bank will elect, in the manner and within the time provided under
4 E6 _' p, c8 Q- p& }7 KDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
; _& O& G) @ P7 L, }9 KSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
$ q8 x3 A( p3 C S! rdividends received on such shares under Part IV.1 of such Act. |
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