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发表于 2008-11-29 16:58
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下面是BMO的:5 X6 t6 m1 z' I, S% @/ k
SUMMARY OF THE OFFERING
0 v! ]4 N. j' r6 m( QThis 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’’.
' X- \" w1 t! M3 A$ [6 ?3 I0 M# nIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.+ R5 T2 {( k5 J( N5 i
Amount: $150,000,000 (6,000,000 shares).
/ a+ P! J' o. D& }7 D( ?1 r6 `6 FPrice and Yield: $25.00 per share to yield initially 6.50% per annum.6 Z- l& t/ N/ E+ o# e% X# C3 [
Principal Characteristics of the Preferred Shares Series 182 \2 Q0 F. U) X; x
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
0 b* r- v9 t3 i8 P6 D5 _non-cumulative preferential cash dividends, as and when declared by the
: v% J# D2 P/ W N* dBoard of Directors, subject to the provisions of the Bank Act, for the initial
2 d( G. _7 s& D1 b O6 cperiod commencing on the closing date and ending on and including
7 f }/ x* s8 sFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
# F6 J. f* R N0 U2 N25th day of February, May, August and November in each year, at a rate8 y1 Z- N) Y$ n5 c& L3 G8 V1 u
equal to $0.40625 per share. The initial dividend, if declared, will be payable B" y; V; |& m8 q/ j( ^
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
2 d8 X; C7 @: E j# O% bdate of December 11, 2008.5 \* B; E( r/ K
For each five-year period after the Initial Fixed Rate Period (each, a
/ u1 g0 s! c( S‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares1 u, T6 k- z* P, h/ l
Series 18 will be entitled to receive fixed non-cumulative preferential cash
! R' ]* B s4 Cdividends, as and when declared by the Board of Directors, subject to the
) v8 Q K0 z4 H& Z uprovisions of the Bank Act, payable quarterly on the 25th day of February,
/ z6 c- O) m+ uMay, August and November in each year, in the amount per share per annum
+ n; V& q. y- E6 {determined by multiplying the Annual Fixed Dividend Rate applicable to
. a2 y) F( i2 z) Esuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
# x/ Q4 m( v% ~ X3 b3 PRate for the ensuing Subsequent Fixed Rate Period will be determined by the5 S% R9 @7 h6 z2 F! f
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
# v; r! c; w1 H: `of such Subsequent Fixed Rate Period and will be equal to the sum of the
/ x! ?+ |) o" o; t6 h% tGovernment of Canada Yield on the applicable Fixed Rate Calculation Date+ g( d- t, U: C1 ^$ _" ^' D
plus 3.83%.+ ]+ S1 R1 ]3 w0 S
If the Board of Directors does not declare a dividend, or any part thereof, on
$ r+ \) J* E& X, Cthe Preferred Shares Series 18 on or before the dividend payment date for a
' g& X [9 _9 f! s- ?( \particular quarter, then the entitlement of the holders of the Preferred' I0 K. m. W% x5 s& l, p
Shares Series 18 to receive such dividend, or to any part thereof, for such
) i( b m, f6 Q: c g8 cquarter will be forever extinguished.! d: j0 w v0 s) E
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the- J0 |3 C( u+ c9 ?
Superintendent and to the provisions described below under ‘‘Details of the
/ x" C( \8 e( e9 IOffering — Certain Provisions of the Preferred Shares Series 18 as a. Z3 |/ ~9 E6 u
Series — Restrictions on Dividends and Retirement of Shares’’, on
4 r/ D; f$ T* A1 j2 T1 `February 25, 2014 and on February 25 every five years thereafter, on not, D! A% Z r! ~( \8 C
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any6 @% N6 Z2 s. H# L& G
part of the then outstanding Preferred Shares Series 18, at the Bank’s option( Z* L6 G1 ~0 _. ~6 ]# \7 @0 O
without the consent of the holder, by the payment of an amount in cash for0 _# {5 w- Y6 F( U, b
each such share so redeemed of $25.00 together with all declared and unpaid4 E) F1 p" ^) _* A
dividends to the date fixed for redemption.
0 j/ Z/ T& G* [3 K: J4 W8 gConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic) s$ e( R7 G2 A: P- |
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have0 S5 c/ e: P" q; A* Q+ [
the right, at their option, to convert, on February 25, 2014 and on' d9 ~) s+ R% c; O8 o' p [
S-47 g3 o9 B2 e: \- T* G) c- d1 y
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any2 f0 A) \2 ]% k5 ?- Q, G
or all of their Preferred Shares Series 18 into an equal number of Preferred
& a5 b4 W6 D& | l9 ~Shares Series 19 upon giving to the Bank notice thereof not earlier than6 c5 f* M3 T G& i0 j T3 _
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
/ |: J+ O1 I7 I6 D. n; Jpreceding, a Series 18 Conversion Date.2 s& S. K; ^) G4 A" _
Automatic Conversion If the Bank determines, after having taken into account all shares tendered: F+ J. C4 _2 h- R: C# C2 b( h
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
) p1 U) p/ i1 R$ o5 m( \- G) _* sSeries 19, as the case may be, that there would be outstanding on such( ]6 s- @' }# m k. k
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,! u/ ~/ z6 o2 w
such remaining number of Preferred Shares Series 18 will automatically be* M8 m9 I7 _1 g. }/ E9 ]' _. D, t
converted on such Series 18 Conversion Date into an equal number of, X4 S: {" c$ `6 y* d
Preferred Shares Series 19. Additionally, if the Bank determines that, after
2 P% z7 c# e# d+ c: Xconversion, there would be outstanding on such Series 18 Conversion Date* |& R; p1 {5 k# J" h# f
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares% D% H i# J) i' n. B9 L! I
Series 18 will be converted into Preferred Shares Series 19.
9 w, d7 q+ m8 p4 i/ c9 qVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares5 @( O K& {3 Q' G8 V
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
" R* X/ h2 r$ }0 U! c( G: sany meeting of the shareholders of the Bank unless and until the first time at
" U7 y3 f2 f2 g! H Z4 i. d& cwhich the Board of Directors has not declared the whole dividend on the- o+ E. g9 Q9 I; O* J
Preferred Shares Series 18 in any quarter. In that event, subject as
1 ]. u# \0 ^ c. D3 _hereinafter provided, the holders of Preferred Shares Series 18 will be) O: W1 h& v5 O) X6 [
entitled to receive notice of, and to attend, meetings of shareholders at which" \4 q2 M9 T( b# s! o3 R2 Z' Y
directors of the Bank are to be elected and will be entitled to one vote for
/ y+ ?* T5 C, Q) P* {) ^each Preferred Share Series 18 held. The voting rights of the holders of the0 ~4 h; q4 b4 P4 w" J
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of8 T5 M/ `4 Y w- G1 [7 }
the first dividend on the Preferred Shares Series 18 to which the holders are
# ]" |! n! o6 E" S$ c* P5 M8 tentitled thereunder subsequent to the time such voting rights first arose until2 e8 K9 [, Q3 L( l
such time as the Bank may again fail to declare the whole dividend on the7 r- `1 f, Q- a; {! [" n$ d
Preferred Shares Series 18 in respect of any quarter, in which event such: S. @! Z( w- y9 M2 s& ~
voting rights will become effective again and so on from time to time.
) q' J \. x3 F6 sPrincipal Characteristics of the Preferred Shares Series 19
- \! I |+ y6 P6 u: nDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
. ^% P. _' M4 Y0 bfloating rate non-cumulative preferential cash dividends, as and when
3 e' r* R9 |: A4 n( ?declared by the Board of Directors, subject to the provisions of the Bank Act,/ y Y+ X% O6 _% d) T Y! z0 C
payable quarterly on the 25th day of February, May, August and November; A# e0 X, e- m2 ]* ], V$ Z
in each year, in the amount per share determined by multiplying the, u9 ]# a% G: M0 r6 ?1 H
applicable Quarterly Floating Dividend Rate by $25.00.
& F! z7 |! A0 H$ N. n+ MOn the 30th day prior to the commencement of the initial quarterly dividend
% ?( l+ Q1 r# mperiod beginning on February 25, 2014, and on the 30th day prior to the first
( j9 {8 E9 v; C) X) Qday of each subsequent quarterly dividend period (the initial quarterly
9 U. T# A5 V" u6 jdividend period and each subsequent quarterly dividend period is referred to. n: V' n3 y" X( ~. t
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the' y' T3 d8 Y2 t/ T; K; C
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
% u# m/ I. q6 R1 YPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the/ @4 {( Y" L7 a
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days! R8 V: _. k. n' S' ^( y
elapsed in the applicable Quarterly Floating Rate Period divided by 365)6 o' `0 ?& ]# x4 S4 h/ A- k
determined on the 30th day prior to the first day of the applicable Quarterly, I# V. k" R9 Q3 o
Floating Rate Period.
+ o. \. n( o7 R t6 pS-5
6 o/ l" g+ p8 C$ P8 b6 g/ LIf the Board of Directors does not declare a dividend, or any part thereof, on) Z: G( K, ~- c
the Preferred Shares Series 19 on or before the dividend payment date for a
9 Y8 B% k5 z2 {9 O; ]+ }particular quarter, then the entitlement of the holders of the Preferred8 C. |1 r) r- L' B
Shares Series 19 to receive such dividend, or to any part thereof, for such" |' L1 |" Y6 f4 K# ?! i# o
quarter will be forever extinguished.
q6 k% j$ D) _) IRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
' @! `& |3 |" m8 j7 B2 P, \/ MSuperintendent and to the provisions described below under the heading" @2 y @, U1 |5 j5 ~, @
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
; O( h6 r6 |# K! qSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
+ ^) S, v, U$ |% }; Y2 Son not more than 60 nor less than 30 days’ notice, the Bank may redeem all/ N4 o. y0 c) r& F& H+ G# u& b
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
R. I* }9 f0 H9 |2 d+ W" hoption without the consent of the holder, by the payment of an amount in0 K: `+ U' i" F3 r0 e" X4 F
cash for each such share so redeemed of (i) $25.00 together with all declared
( y) O5 ~: f* t+ ^8 s* X; w2 dand unpaid dividends to the date fixed for redemption in the case of. K5 N3 r5 l( ^/ V
redemptions on February 25, 2019 and on February 25 every five years; p$ X3 F. L: ?1 `' o
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
; Y) X) @& b, {7 q! Bthe date fixed for redemption in the case of redemptions on any other date
' n) j/ U+ ]2 T+ s( E# ion or after February 25, 2014.8 b( v& B. q( h; \/ p7 p9 A
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic; M: l8 N* p3 u! G! c/ F# M
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
- a2 q" F {, L ^5 X4 mthe right, at their option, to convert, on February 25, 2019 and on
9 |! C1 X& Q: O2 d5 V. iFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any9 R% m6 U' l8 W& F* l0 ~
or all of their Preferred Shares Series 19 into an equal number of Preferred
) b! R# O$ r: ^8 Z2 ]4 T9 o; ^Shares Series 18 upon giving to the Bank written notice thereof not earlier" A, q6 d$ B8 h! x. R5 |
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the2 j0 y7 z2 q+ Q# o
15th day preceding, a Series 19 Conversion Date.& y. }7 I+ u8 G q/ j1 n3 M
Automatic Conversion If the Bank determines, after having taken into account all shares tendered+ I! R6 _- B. h
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
. y& ?* [% u, X8 [8 s VSeries 18, as the case may be, that there would be outstanding on such: R- ^3 D j) o! C
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
' w2 V4 P/ H6 j$ Q* i @, [9 y" x. tsuch remaining number of Preferred Shares Series 19 will automatically be5 ]! e, H! A: `# g, t
converted on such Series 19 Conversion Date into an equal number of r# O% ~$ p" E2 a& k! G
Preferred Shares Series 18. Additionally, if the Bank determines that, after
% s( p v) f. n/ T2 Z, l' I( aconversion, there would be outstanding on such Series 19 Conversion Date- c! }" Y" m6 n" Q" }
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
! R+ B5 y* i: T7 XSeries 19 will be converted into Preferred Shares Series 18.! p3 ~0 O; P; {
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
* a# s' b1 c/ D$ J# u) |Series 19 will not be entitled as such to receive notice of, attend, or vote at,
& V1 q- G0 c' m! W8 B/ S6 Jany meeting of the shareholders of the Bank unless and until the first time at, Z! \' H9 r" B6 [+ B' e; W# ?! a
which the Board of Directors has not declared the whole dividend on the0 r) D2 D k0 k2 j& a+ N
Preferred Shares Series 19 in any quarter. In that event, subject as
! k9 k, R' y6 x) n3 g& [7 B. Ahereinafter provided, the holders of Preferred Shares Series 19 will be
( R* q; s# b& Y, S: mentitled to receive notice of, and to attend, meetings of shareholders at which
$ `0 i; _' I3 b$ K& p& |. Edirectors of the Bank are to be elected and will be entitled to one vote for
2 m% L3 d' F" n0 ieach Preferred Share Series 19 held. The voting rights of the holders of the* q* i2 Z C# z* G
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
: ^8 o! N. i; R6 O1 G7 kthe first dividend on the Preferred Shares Series 19 to which the holders are
1 `8 s! k& C3 c4 E4 z1 p, |# {' W5 _entitled thereunder subsequent to the time such voting rights first arose until# C* i6 O9 t7 G: o4 U5 ?8 P
such time as the Bank may again fail to declare the whole dividend on the5 n9 \1 U- m4 i0 J
Preferred Shares Series 19 in respect of any quarter, in which event such
* ~5 ?0 y6 R5 Q# k. z6 F4 Yvoting rights will become effective again and so on from time to time.
, u3 N% ?1 z4 Z2 q9 A- @1 T5 }S-6
3 s- V: Q5 h# EPriority: The preferred shares of each series of the Bank will rank on a parity with
% Q8 s: H0 O! c+ a6 I& Aevery other series and are entitled to preference over the common shares of
/ z' p0 }, F$ L* q! M& Lthe Bank and over any other shares of the Bank ranking junior to the
% L& U& N$ }- o" ppreferred shares with respect to the payment of dividends and upon any! K. C) e5 G( T" U8 J6 O# k
distribution of assets in the event of the liquidation, dissolution or; T" c B! d6 S7 S7 x# C$ n) h0 O
winding-up of the Bank.
4 D# r ]7 m' t0 `1 s k- bTax on Preferred Share The Bank will elect, in the manner and within the time provided under3 K: \8 x" t+ t9 d9 X. _
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares6 {- s% H; o( U5 W0 U# K3 \: J
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
# N! u# ]+ K; N; }& Z, I* Qdividends received on such shares under Part IV.1 of such Act. |
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