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发表于 2008-11-29 16:58
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下面是BMO的:
0 K$ W8 x# f6 S4 n. i. l6 USUMMARY OF THE OFFERING
L# e: `1 W H0 b" t4 k5 yThis 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’’.
7 ? n1 m& H) D6 e, y& L0 n6 K9 ZIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
: z& Y' ?% \7 n& {( lAmount: $150,000,000 (6,000,000 shares).
' \; c+ F' C- W( `Price and Yield: $25.00 per share to yield initially 6.50% per annum.) u j& c, y! ~% U
Principal Characteristics of the Preferred Shares Series 18
, X$ o: I/ t( e1 C/ f1 W4 ^Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
8 \7 L6 J) |# anon-cumulative preferential cash dividends, as and when declared by the+ u G1 B( D- G
Board of Directors, subject to the provisions of the Bank Act, for the initial4 F1 `1 n' Q: N
period commencing on the closing date and ending on and including9 B/ P/ g! v- [. o! H
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the( `/ `2 \5 t/ F& s4 l( k
25th day of February, May, August and November in each year, at a rate
' g) N' C3 N* bequal to $0.40625 per share. The initial dividend, if declared, will be payable8 h& D# L1 Y8 c q7 a. |
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing* `. `) ?5 [9 b! D( ^
date of December 11, 2008.8 U& u0 O9 E& Y$ i
For each five-year period after the Initial Fixed Rate Period (each, a
4 }; {, H' g+ `) o‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares4 j" E! s3 {, H4 e1 X
Series 18 will be entitled to receive fixed non-cumulative preferential cash
; k7 M3 s8 A( c- t- R* adividends, as and when declared by the Board of Directors, subject to the
% K: j7 g: m. u; A* h' j! Eprovisions of the Bank Act, payable quarterly on the 25th day of February,
6 e1 t8 a: L% xMay, August and November in each year, in the amount per share per annum( a5 e3 a/ F( X* z y( w8 Z7 u
determined by multiplying the Annual Fixed Dividend Rate applicable to8 v0 G) s4 T, m4 J4 r
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend9 x$ z6 w0 N. W
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
, x) v; y# Q# n4 Y* W2 NBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
f M5 h; [# w, o7 vof such Subsequent Fixed Rate Period and will be equal to the sum of the
, t; }& q7 T7 p' X" e s' a1 SGovernment of Canada Yield on the applicable Fixed Rate Calculation Date! P$ ?5 a; ?8 [
plus 3.83%.) v/ d- V! [4 ?3 v& P) C
If the Board of Directors does not declare a dividend, or any part thereof, on
) n- I s% a* V8 g0 E8 k6 Pthe Preferred Shares Series 18 on or before the dividend payment date for a) y; [. P/ q; v9 n! I3 H
particular quarter, then the entitlement of the holders of the Preferred% P4 d! M+ u1 f- |( J
Shares Series 18 to receive such dividend, or to any part thereof, for such/ m4 Y1 {# i+ i6 i
quarter will be forever extinguished.. x+ L9 e& [3 x2 Z5 x0 p2 R
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
' h1 N6 H# s) B9 FSuperintendent and to the provisions described below under ‘‘Details of the
. K( ?$ |# H j3 M: A, Q: q* Q4 S& iOffering — Certain Provisions of the Preferred Shares Series 18 as a
% j% b* `9 d3 @& ySeries — Restrictions on Dividends and Retirement of Shares’’, on- N( C' J5 }% D& B' `
February 25, 2014 and on February 25 every five years thereafter, on not
$ E# F. f' O- x. t# nmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any* r* r# J1 Y# b8 ?6 I4 y
part of the then outstanding Preferred Shares Series 18, at the Bank’s option* i+ G W7 g7 ?( S1 g: @, y
without the consent of the holder, by the payment of an amount in cash for
& ~7 w( ]; l3 g* u! l( @each such share so redeemed of $25.00 together with all declared and unpaid
, D9 c6 E& |$ O' Vdividends to the date fixed for redemption.& p- ?* v2 M, W" \9 R% j+ l2 e
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
4 ?+ j) \% c/ FShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have* ]2 O3 ]# t8 s& D' n
the right, at their option, to convert, on February 25, 2014 and on. ^; n5 d# C) M
S-4. w9 K; B0 g8 Q+ a6 @& q
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any& ]6 S& N' o; `9 `" {! k
or all of their Preferred Shares Series 18 into an equal number of Preferred
8 W* i* C! n7 p1 lShares Series 19 upon giving to the Bank notice thereof not earlier than, E b& H; L. v5 h# Q+ f- s
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day7 X- w7 _( ^( o+ u$ \: o2 @4 F- V% Q
preceding, a Series 18 Conversion Date.
: C; H# w( L- A1 bAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
% k6 W4 [) D' Q& w+ I/ rProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
3 h1 h% F" E6 V! j+ T4 N8 ]( \Series 19, as the case may be, that there would be outstanding on such
+ ^' s' ^' s2 s% B* s, l' S: I( D- TSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,4 j! N9 n% A$ g3 t. U% j
such remaining number of Preferred Shares Series 18 will automatically be! Z c2 q% @. t" s! k) q
converted on such Series 18 Conversion Date into an equal number of
8 a$ k% n3 w6 d7 J% e6 h5 L: Z( ePreferred Shares Series 19. Additionally, if the Bank determines that, after
# b# y e2 _6 Xconversion, there would be outstanding on such Series 18 Conversion Date, I5 H+ @2 s7 ?
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares- p4 K) o' m5 I: y; I) n! k
Series 18 will be converted into Preferred Shares Series 19.
; h. U1 v6 o9 A5 U9 [7 RVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
" ]+ f& s1 F8 O. k! g; {5 E+ TSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
- Z* R- R6 F$ @; o- uany meeting of the shareholders of the Bank unless and until the first time at
/ k4 T2 K% \3 t5 b" B. U4 Iwhich the Board of Directors has not declared the whole dividend on the
/ ~$ ^% m- p0 U& h6 ^: L9 S1 Y3 M( @8 sPreferred Shares Series 18 in any quarter. In that event, subject as
0 p; C) t7 w: {* | R% x0 Z5 Qhereinafter provided, the holders of Preferred Shares Series 18 will be
% P& [* g9 o2 X/ Jentitled to receive notice of, and to attend, meetings of shareholders at which
: y0 o! J, w3 j0 G% I3 ddirectors of the Bank are to be elected and will be entitled to one vote for2 f) }5 p6 W6 k. U ?
each Preferred Share Series 18 held. The voting rights of the holders of the
# y" P$ a4 `- w3 J) N# `- f; KPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
0 y4 a! r8 |* Q, T) S0 Qthe first dividend on the Preferred Shares Series 18 to which the holders are
: n1 b2 a! t4 bentitled thereunder subsequent to the time such voting rights first arose until; y9 J& t& t, j( W7 f
such time as the Bank may again fail to declare the whole dividend on the
" M6 x% D' \+ U. cPreferred Shares Series 18 in respect of any quarter, in which event such
6 S) r3 C5 O& @, Z- Zvoting rights will become effective again and so on from time to time.. v! a! A; ~6 W
Principal Characteristics of the Preferred Shares Series 19% o. m \3 w1 i4 ]! O
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
3 L( P# @+ |: d6 ifloating rate non-cumulative preferential cash dividends, as and when
f! {* A' F! e) f; @' k1 ~ mdeclared by the Board of Directors, subject to the provisions of the Bank Act,
( C* A$ E b* w b9 b& ypayable quarterly on the 25th day of February, May, August and November% k }7 A- s4 `- j8 z
in each year, in the amount per share determined by multiplying the$ n- M* |2 v4 T+ ~
applicable Quarterly Floating Dividend Rate by $25.00.8 K" N: R) V/ x6 U% d
On the 30th day prior to the commencement of the initial quarterly dividend$ ?2 G; G. ~5 ^/ @
period beginning on February 25, 2014, and on the 30th day prior to the first$ `( }4 d5 R) c. T
day of each subsequent quarterly dividend period (the initial quarterly
% O6 u& J1 x% E9 `: t6 ]% b) }0 S/ Odividend period and each subsequent quarterly dividend period is referred to/ M T- x7 [ g; x: m& X$ V& i6 Q# y
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the5 S! [/ h: E( Q: }+ D ~
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
# ?# a9 h1 D8 W8 Y+ p: RPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
; y5 ~& _1 K+ `! x( H8 ^! TT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
8 M2 e1 U% n$ Y! |elapsed in the applicable Quarterly Floating Rate Period divided by 365)! q' e; K9 O% v
determined on the 30th day prior to the first day of the applicable Quarterly
" w$ E* ~, a/ K( W0 q/ aFloating Rate Period.* _$ t3 ]5 G( G( j! h
S-5
0 _5 L( ]: r& v- ]$ H% VIf the Board of Directors does not declare a dividend, or any part thereof, on
: G4 _" j) H* H3 |the Preferred Shares Series 19 on or before the dividend payment date for a
! {1 e+ a$ Z0 i. h, n5 w4 k" T2 f( A; }particular quarter, then the entitlement of the holders of the Preferred; s6 A6 V$ r6 z) A
Shares Series 19 to receive such dividend, or to any part thereof, for such" ?; ` Y/ H L0 m9 V' p
quarter will be forever extinguished.
4 g$ a; i |0 m! T& T t3 K* NRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 V% N8 ~( o" G5 s- YSuperintendent and to the provisions described below under the heading
9 q/ _' m1 U) [7 c* F" N! o7 I‘‘Details of the Offering — Certain Provisions of the Preferred Shares
- r; m+ ^. l5 ~4 V7 _9 jSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
* P$ G8 L6 l2 G" [& U; A. b8 fon not more than 60 nor less than 30 days’ notice, the Bank may redeem all8 H4 w( m/ H) K+ y# n' ~
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
: R5 F' C8 S2 _4 T# z8 |1 _option without the consent of the holder, by the payment of an amount in
. _+ U- ?/ l, {cash for each such share so redeemed of (i) $25.00 together with all declared
0 A3 S' M* g# g7 n5 ]; B7 pand unpaid dividends to the date fixed for redemption in the case of) x! a9 N0 X0 u0 x4 K. b0 x6 p
redemptions on February 25, 2019 and on February 25 every five years# A7 W' H; q4 N: i
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to4 Y! [, k* S, Z% T
the date fixed for redemption in the case of redemptions on any other date
7 ]8 ~* i# g0 r/ f: y2 R- ?, L" Xon or after February 25, 2014.. H0 z' W3 ]+ f! o% c) O% Z* }
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
8 `# k1 W0 ^5 }- r% AShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have5 j% u8 r; g; g: j$ a a& g
the right, at their option, to convert, on February 25, 2019 and on
2 F# P: O% C) v2 y' k% kFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any: A9 c) k* b' W# V
or all of their Preferred Shares Series 19 into an equal number of Preferred& o8 n. b" b7 t* `' W
Shares Series 18 upon giving to the Bank written notice thereof not earlier" }3 \* \- l8 K% c+ @$ o3 i
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
d Q& s) `" l5 c7 g( x15th day preceding, a Series 19 Conversion Date.! \8 P7 u/ @: n" g1 L6 c
Automatic Conversion If the Bank determines, after having taken into account all shares tendered9 V2 w/ V6 R- g- X
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
" y# N: @5 B: f/ E3 S/ H" ?Series 18, as the case may be, that there would be outstanding on such
; U: w( x, T- gSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
4 Y: m0 i! l+ b* N+ f- g2 }such remaining number of Preferred Shares Series 19 will automatically be4 l! e/ q: f3 Y( R* M+ c5 p, ~
converted on such Series 19 Conversion Date into an equal number of
0 `! Q9 \# J, N, v6 ^Preferred Shares Series 18. Additionally, if the Bank determines that, after# D' m3 M f9 h3 _
conversion, there would be outstanding on such Series 19 Conversion Date! b$ g* ?" P* s3 o% V9 v
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
# _4 _4 W! U' M3 ~! @( @Series 19 will be converted into Preferred Shares Series 18.
o7 T) k# B' N Y. N( S* C* eVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: {, o" n5 T# @) a8 i+ e
Series 19 will not be entitled as such to receive notice of, attend, or vote at,6 [8 ~2 m) I( x* S, S* ^; v- x' z$ Z
any meeting of the shareholders of the Bank unless and until the first time at3 w4 ?+ A0 z( n! S# B/ n3 `
which the Board of Directors has not declared the whole dividend on the# D* m" c i, L( F3 Q$ {
Preferred Shares Series 19 in any quarter. In that event, subject as
" [) z( n1 Y# i! B. \* D+ o b1 N& @hereinafter provided, the holders of Preferred Shares Series 19 will be0 Q0 M0 f# U1 X; q: N: g0 A; { t
entitled to receive notice of, and to attend, meetings of shareholders at which
7 I; D/ e/ P1 jdirectors of the Bank are to be elected and will be entitled to one vote for/ w" f6 ^, r: `2 r2 a& ]
each Preferred Share Series 19 held. The voting rights of the holders of the
# ]0 ?7 a8 h3 H* O! G3 F9 `# c& n- r- xPreferred Shares Series 19 will forthwith cease upon payment by the Bank of6 Q, J2 S4 \$ _4 F, A! G
the first dividend on the Preferred Shares Series 19 to which the holders are
- {0 x, _8 A, k! j1 Oentitled thereunder subsequent to the time such voting rights first arose until% r2 E" h/ _; ~+ c5 K0 A
such time as the Bank may again fail to declare the whole dividend on the
! V) C- T3 ~4 F' ^: {, t% tPreferred Shares Series 19 in respect of any quarter, in which event such
; w5 _3 Q+ [% c" e! Ivoting rights will become effective again and so on from time to time.) Q- Z; ^4 h( \) d8 @- w
S-6+ Y& O; \1 U( w1 y; t
Priority: The preferred shares of each series of the Bank will rank on a parity with7 x$ t/ a, n/ `# r2 Q* M9 b
every other series and are entitled to preference over the common shares of0 R& Z$ L$ n7 Y. g' v0 z
the Bank and over any other shares of the Bank ranking junior to the; v* d# e- Y" f) S" |4 P
preferred shares with respect to the payment of dividends and upon any
( X4 _- P6 d, E( v5 `( j. sdistribution of assets in the event of the liquidation, dissolution or
' P. a: h3 W' H7 mwinding-up of the Bank.
6 Z5 q! l# ~* rTax on Preferred Share The Bank will elect, in the manner and within the time provided under- q: r' g" l! j+ ]9 G3 u$ @1 H6 i9 E
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
/ p" A8 V( D5 B& mSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
* f4 B5 I1 E# x" l: h4 z* g$ \* Idividends received on such shares under Part IV.1 of such Act. |
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