 鲜花( 26)  鸡蛋( 0)
|

楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的:) @; }3 V. X* l, E( ~1 G. k& Y; Q
SUMMARY OF THE OFFERING
6 {: a7 K- Q$ }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’’.& s* n1 g. J& _: a, `+ |* S
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
1 R% b, V) [. J. FAmount: $150,000,000 (6,000,000 shares). Z5 E6 |$ i$ q( [) o
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
$ r, N. C+ n' w4 zPrincipal Characteristics of the Preferred Shares Series 18
: d1 q7 @- w( e% V" nDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
9 A( f: u0 m6 t& I+ \1 Tnon-cumulative preferential cash dividends, as and when declared by the- N( r+ s; [6 ?0 |" a
Board of Directors, subject to the provisions of the Bank Act, for the initial
; l) A- y) T" T# l8 n4 I5 K" zperiod commencing on the closing date and ending on and including4 z; ]& Q8 K5 p( o2 v4 D
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the# I+ d; @# g# m9 D M0 i
25th day of February, May, August and November in each year, at a rate
; l) X$ V7 F+ M6 @" ~& Aequal to $0.40625 per share. The initial dividend, if declared, will be payable
1 p7 Y5 e4 P, P, M# }: t3 MMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
; z3 C% L& C* z. I, G8 tdate of December 11, 2008.
, C8 n9 j1 c5 {, E9 p i! n* \For each five-year period after the Initial Fixed Rate Period (each, a
6 y+ t/ z' H5 R‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares) T3 ?8 B" V, s" i# E7 Z. l0 j3 N7 Y
Series 18 will be entitled to receive fixed non-cumulative preferential cash
" w9 [6 b0 Q) b. g+ p9 Vdividends, as and when declared by the Board of Directors, subject to the
0 C2 P0 X# u% ~" D+ ^5 ~& Y4 Vprovisions of the Bank Act, payable quarterly on the 25th day of February,3 T5 l% W$ H# A6 x
May, August and November in each year, in the amount per share per annum5 c% f2 P. F+ p' e R; `& k
determined by multiplying the Annual Fixed Dividend Rate applicable to
/ c3 L! D0 ]" p2 D2 M$ Zsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
( ^# _3 | Z5 }- S6 CRate for the ensuing Subsequent Fixed Rate Period will be determined by the
' {. z& g9 r' ]- ^+ c9 bBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day, v7 t( F5 h1 y# p8 J' ^- I7 P
of such Subsequent Fixed Rate Period and will be equal to the sum of the
/ [& r( ?* _' V9 a; m( [Government of Canada Yield on the applicable Fixed Rate Calculation Date
8 y* I! t a( u& M5 E) Wplus 3.83%." N) t4 \! J" J- {: {
If the Board of Directors does not declare a dividend, or any part thereof, on5 l% f( r* j* X5 r2 C6 q
the Preferred Shares Series 18 on or before the dividend payment date for a
) R# W. ^" g7 |particular quarter, then the entitlement of the holders of the Preferred
6 P5 z/ N& y" w ^& dShares Series 18 to receive such dividend, or to any part thereof, for such
- h1 t1 N6 _9 y- v$ Wquarter will be forever extinguished.
. x# g" M1 l* l% p' ^+ t$ yRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 g* h& I) X0 ~$ x3 V4 ASuperintendent and to the provisions described below under ‘‘Details of the
( \8 {% i+ T% V7 [9 ~- MOffering — Certain Provisions of the Preferred Shares Series 18 as a% M& U O9 G5 c _
Series — Restrictions on Dividends and Retirement of Shares’’, on9 M& R# u; [4 [: V
February 25, 2014 and on February 25 every five years thereafter, on not
Y( C1 A! Z5 |' G$ k; k9 mmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
) P G' ^4 d6 p5 d5 p5 gpart of the then outstanding Preferred Shares Series 18, at the Bank’s option& ?9 V, p+ f% H. D5 ~+ T5 d) L: \
without the consent of the holder, by the payment of an amount in cash for& N! e" u4 {( N5 ^6 `+ m
each such share so redeemed of $25.00 together with all declared and unpaid- g; y0 k% C4 |; U
dividends to the date fixed for redemption.1 _% E& }6 f: u* v# g
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic% j/ M" [ o' Q0 A" a
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
; [; Q% N. v1 k1 A' ^7 E' e$ y" fthe right, at their option, to convert, on February 25, 2014 and on
: `" C/ |, J, p" L* |' K; ZS-4
. g- O1 C: n* KFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
f/ L1 I; U6 y0 [+ ^or all of their Preferred Shares Series 18 into an equal number of Preferred$ @0 _2 B5 H8 D* O
Shares Series 19 upon giving to the Bank notice thereof not earlier than- r( @! N: h9 C# h+ \" S$ j
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day! g. h- h2 f; D# g) X( a. x4 q
preceding, a Series 18 Conversion Date.$ E# b9 }! W' o9 q5 D
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
5 I: l' W ]9 TProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
4 c5 r+ P/ q5 e) V& MSeries 19, as the case may be, that there would be outstanding on such* W$ e& H, v/ ^) Y; [% x/ r
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,* H) D! v0 B3 J6 m+ k) O6 k
such remaining number of Preferred Shares Series 18 will automatically be
: B0 o; l( v1 Y8 q+ r, N0 oconverted on such Series 18 Conversion Date into an equal number of4 c, d u) ~/ L" S- M! ^
Preferred Shares Series 19. Additionally, if the Bank determines that, after) F, k E# d* z
conversion, there would be outstanding on such Series 18 Conversion Date! T5 P) R H$ @( e* E
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares% ?) }. m" ^9 K6 l1 s0 `4 X
Series 18 will be converted into Preferred Shares Series 19.
/ q! n% v; a, KVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ [4 X. T& P9 i- L. i4 \
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
3 ]. }4 P) Q+ h4 K! n' Iany meeting of the shareholders of the Bank unless and until the first time at
, l/ }/ I5 j- T3 M. Zwhich the Board of Directors has not declared the whole dividend on the2 r0 v& M2 }0 t* L
Preferred Shares Series 18 in any quarter. In that event, subject as( W7 `6 q9 _" D
hereinafter provided, the holders of Preferred Shares Series 18 will be1 m" D0 |3 ?* I0 f* w$ X% \* P
entitled to receive notice of, and to attend, meetings of shareholders at which
; X# M7 T" G: `) Adirectors of the Bank are to be elected and will be entitled to one vote for
' E! `! F- Y' t/ ueach Preferred Share Series 18 held. The voting rights of the holders of the
- v* B# d& A/ B/ @% bPreferred Shares Series 18 will forthwith cease upon payment by the Bank of3 }! R$ N5 V" [% [( _5 r; j% ~/ j
the first dividend on the Preferred Shares Series 18 to which the holders are
0 M0 p' }2 w; R: e& r o8 sentitled thereunder subsequent to the time such voting rights first arose until
( `6 G/ s0 d+ Q9 Q' gsuch time as the Bank may again fail to declare the whole dividend on the$ F- Y8 V) G# d- | F; I
Preferred Shares Series 18 in respect of any quarter, in which event such! L1 N3 [: N' S
voting rights will become effective again and so on from time to time.
8 S: w; B/ p) {1 S& `: |Principal Characteristics of the Preferred Shares Series 19
$ |# t8 A$ ]0 B9 L6 h1 v4 Z+ \8 cDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
U, W" R& @5 ]4 b$ k7 Z% S; [floating rate non-cumulative preferential cash dividends, as and when
/ _2 j( a/ [ @0 V, }declared by the Board of Directors, subject to the provisions of the Bank Act,0 [5 }+ l6 k! }7 ~+ A& U
payable quarterly on the 25th day of February, May, August and November
7 F7 H% T% n. o! W9 B; Fin each year, in the amount per share determined by multiplying the
+ p I( f) k. G" }4 Vapplicable Quarterly Floating Dividend Rate by $25.00.$ \% c: s& j3 v5 C# j! I, H
On the 30th day prior to the commencement of the initial quarterly dividend9 M9 {- w, d0 m- d
period beginning on February 25, 2014, and on the 30th day prior to the first& b, T& X# @' s7 R7 b
day of each subsequent quarterly dividend period (the initial quarterly
! S7 R& ?) r# Ddividend period and each subsequent quarterly dividend period is referred to
3 T" n5 y5 w4 S# |) k1 w4 c$ }: gas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the) i# @3 f, O! a! V, W
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate) S; u% x: x# _. @& _" d' `
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
; [4 _ P; l7 tT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
/ h' t! \4 H1 welapsed in the applicable Quarterly Floating Rate Period divided by 365)9 u: V5 k3 d4 w
determined on the 30th day prior to the first day of the applicable Quarterly
) J$ V- D1 w/ g; K# Q2 m0 \' r/ iFloating Rate Period.
" R$ H; t3 ?' A' v4 b9 @0 DS-5
& X1 _' I1 J, y5 Y' g yIf the Board of Directors does not declare a dividend, or any part thereof, on' E* R' m# i9 r8 F
the Preferred Shares Series 19 on or before the dividend payment date for a
6 N2 O4 h7 f5 |! a: oparticular quarter, then the entitlement of the holders of the Preferred
2 f$ T# H8 o7 [7 Y5 g5 `Shares Series 19 to receive such dividend, or to any part thereof, for such
3 F- a7 k" N% z! x/ g/ Hquarter will be forever extinguished.1 @7 W) z" C, `9 z; v
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the' [6 K5 K! L w2 d) A* y8 b; }
Superintendent and to the provisions described below under the heading! O4 A! |0 R/ m e1 \5 j
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
. U% j1 I) N2 G# v& pSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
/ _ |$ F# y, J" {2 c5 X* g Oon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
5 \" _# t8 h: U# X+ _, Tor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
- m( Q+ e. Z' S' _+ w' I* Voption without the consent of the holder, by the payment of an amount in
2 y/ t0 n B9 C; Ecash for each such share so redeemed of (i) $25.00 together with all declared
( D l: \& F" y7 e7 b' q. K) e+ t; cand unpaid dividends to the date fixed for redemption in the case of0 J" C: l. g. u. I
redemptions on February 25, 2019 and on February 25 every five years, F# `7 I; X1 ^, X
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to6 L1 |7 c l7 ^( P2 w$ {
the date fixed for redemption in the case of redemptions on any other date& `( ?6 Y* \& e, U* W- f
on or after February 25, 2014.
+ y" }0 [' Q" c2 _6 NConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
5 t+ L$ Q- K9 b3 y& ~) O: @Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
! U; s9 i* P' w8 j N ]1 t1 Rthe right, at their option, to convert, on February 25, 2019 and on0 C- K, d9 c5 j* h
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
( \4 b9 I$ S, W- ]9 aor all of their Preferred Shares Series 19 into an equal number of Preferred5 s E# v$ _7 r' H
Shares Series 18 upon giving to the Bank written notice thereof not earlier0 l) Q# x; t2 Y) c# V6 g4 z
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the- p: P* o4 l0 I6 n2 D, I, ]$ b0 O
15th day preceding, a Series 19 Conversion Date.
: t! j( o% m& h4 j' _Automatic Conversion If the Bank determines, after having taken into account all shares tendered" w% s/ U% w! g5 ]8 c
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares2 B$ c. r3 G5 d' w
Series 18, as the case may be, that there would be outstanding on such
$ G6 U# v# s# L3 t. a) n( L+ c" mSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19, D$ E( d6 `8 I& S7 v" K) L; d
such remaining number of Preferred Shares Series 19 will automatically be( F' Z$ N1 g$ f, {9 g7 M5 M& W( K
converted on such Series 19 Conversion Date into an equal number of
8 s" ^" K4 X3 p: S* P% SPreferred Shares Series 18. Additionally, if the Bank determines that, after8 ?: j2 R$ y6 s
conversion, there would be outstanding on such Series 19 Conversion Date
5 T- s: a6 L" e& x+ bless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
% s$ X" U1 o; P) D5 }Series 19 will be converted into Preferred Shares Series 18.* `% C- S0 F/ E; k/ y {- Z/ U: K0 x
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares4 |) ?4 y# p4 }
Series 19 will not be entitled as such to receive notice of, attend, or vote at,- _6 t* L, y3 P" ?6 g1 ?
any meeting of the shareholders of the Bank unless and until the first time at: T# c0 b" w" M, h
which the Board of Directors has not declared the whole dividend on the8 T6 ?$ K' G* T* [
Preferred Shares Series 19 in any quarter. In that event, subject as
! l2 j( U8 Y/ x! c7 l! W9 v9 u: Dhereinafter provided, the holders of Preferred Shares Series 19 will be
& o9 T9 s! Q3 G! _entitled to receive notice of, and to attend, meetings of shareholders at which0 m. T! U: G- h! G! q6 ?4 j- v* B
directors of the Bank are to be elected and will be entitled to one vote for
3 @& y8 p# F2 [9 heach Preferred Share Series 19 held. The voting rights of the holders of the
8 J- I; M* t) M" _" f; ePreferred Shares Series 19 will forthwith cease upon payment by the Bank of, P0 a; y# z4 L. X2 `: H
the first dividend on the Preferred Shares Series 19 to which the holders are
- d+ h: l/ W- ?5 mentitled thereunder subsequent to the time such voting rights first arose until
0 k N" e- l q% esuch time as the Bank may again fail to declare the whole dividend on the. y( _5 x/ U7 k
Preferred Shares Series 19 in respect of any quarter, in which event such
8 x1 R5 \; F7 X) [- \5 jvoting rights will become effective again and so on from time to time.
% `6 ?& V1 [7 [& wS-61 C0 D. f, Z2 F+ p; G
Priority: The preferred shares of each series of the Bank will rank on a parity with* f6 \. G) `, ?$ Y& _
every other series and are entitled to preference over the common shares of
- m' S8 r) `' x6 v6 f/ rthe Bank and over any other shares of the Bank ranking junior to the+ `, |- H! h1 u+ {' q2 q
preferred shares with respect to the payment of dividends and upon any W* o; C* K4 J0 _. Y* l
distribution of assets in the event of the liquidation, dissolution or
7 t# I- a, o* `0 \% P$ p. F/ f% X# @7 Zwinding-up of the Bank.- O6 ^8 q( @& ^, a
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
6 y/ h" _* C% j* |1 C" pDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
- b" q! ?+ e# z+ A# J& E( pSeries 18 and Preferred Shares Series 19 will not be required to pay tax on& O' {* f' D8 f
dividends received on such shares under Part IV.1 of such Act. |
|