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发表于 2008-11-29 16:58
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下面是BMO的:
- ]- I V4 Z: ^9 ^& y4 N- {# |SUMMARY OF THE OFFERING
5 }6 A: W" ]6 l* g# IThis 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’’.0 g# B4 Q- X* x3 w# k
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.9 j! |) _( }5 i& {0 ]# h& A' T7 u
Amount: $150,000,000 (6,000,000 shares).
/ E4 A3 `! Q, t+ T; FPrice and Yield: $25.00 per share to yield initially 6.50% per annum.4 `; B; X8 v( }6 f
Principal Characteristics of the Preferred Shares Series 18
: X; p" n$ N& m& Z: k" |/ n% [Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed3 q! a( a- u* ?+ S" x8 o
non-cumulative preferential cash dividends, as and when declared by the
7 l6 o5 Q2 Q+ w: {: RBoard of Directors, subject to the provisions of the Bank Act, for the initial* _8 Q& b+ d9 ?. t- B. {
period commencing on the closing date and ending on and including3 H- \+ _6 R* K! S1 x7 z
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
' A3 y! E" A$ c0 y# m25th day of February, May, August and November in each year, at a rate& v3 U! P0 M3 N/ k
equal to $0.40625 per share. The initial dividend, if declared, will be payable P( N- p/ R, s
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing4 b, C2 ?) }2 ]$ G
date of December 11, 2008.3 K6 y$ V! a: D+ W. Q5 A" Z
For each five-year period after the Initial Fixed Rate Period (each, a" n5 q$ }# ~7 m. ?0 h
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares- a: v* d; v* q+ j
Series 18 will be entitled to receive fixed non-cumulative preferential cash- U& F1 k/ x& m
dividends, as and when declared by the Board of Directors, subject to the
2 A2 o, A3 v& v3 Kprovisions of the Bank Act, payable quarterly on the 25th day of February,' F: s; b/ L3 s4 V! [- l3 w) B W
May, August and November in each year, in the amount per share per annum
a' k G% J4 K, G% M( L7 Qdetermined by multiplying the Annual Fixed Dividend Rate applicable to' u: h# m4 q- J
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
& j- Y7 g0 S" ?* f& J. r/ MRate for the ensuing Subsequent Fixed Rate Period will be determined by the
: G7 G6 e3 D8 Y& xBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day8 I' J9 Z8 I1 w0 W( G
of such Subsequent Fixed Rate Period and will be equal to the sum of the
0 G$ p6 p1 k6 [Government of Canada Yield on the applicable Fixed Rate Calculation Date
" R( ~$ ?8 [3 k9 kplus 3.83%.- d8 g& j4 J( E& ?+ a# ~) z4 |
If the Board of Directors does not declare a dividend, or any part thereof, on
$ K, `5 l2 i# W7 ]the Preferred Shares Series 18 on or before the dividend payment date for a
- @2 U5 ?2 {( u& \8 O/ m; }particular quarter, then the entitlement of the holders of the Preferred
- l* [8 v/ Q9 H& b; P$ LShares Series 18 to receive such dividend, or to any part thereof, for such# v% h5 A( ]( C2 H
quarter will be forever extinguished.
& y) }% p! l. R9 p4 W1 QRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
: g4 e, X) N! O, F. {9 c4 Z& U' eSuperintendent and to the provisions described below under ‘‘Details of the
2 r& w' H; g g# S% hOffering — Certain Provisions of the Preferred Shares Series 18 as a
3 \& w+ L' z! l. R- G/ }$ k( |Series — Restrictions on Dividends and Retirement of Shares’’, on! K5 k1 q. [) C1 Y
February 25, 2014 and on February 25 every five years thereafter, on not* q$ L1 z* d# e2 ?# t- [
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
- z" S0 t% M8 ]6 i2 o ypart of the then outstanding Preferred Shares Series 18, at the Bank’s option
* X. A9 b3 k* a9 Z2 H5 L$ O9 _: Twithout the consent of the holder, by the payment of an amount in cash for4 V4 {9 r( e) G
each such share so redeemed of $25.00 together with all declared and unpaid; l+ w9 Q& R9 Y3 G' M
dividends to the date fixed for redemption.3 V6 x& o, S% R ~% F0 k" n8 e
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic' p* X: w" @6 p- r
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have) c3 Y! y- T% A* |
the right, at their option, to convert, on February 25, 2014 and on- r% D+ l7 q/ \" N' F
S-4- G. E$ f$ d( r% x
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
# \% Z0 c0 E8 I) s, |/ I/ L* ior all of their Preferred Shares Series 18 into an equal number of Preferred
" O0 x7 Y5 d2 v+ D) PShares Series 19 upon giving to the Bank notice thereof not earlier than) {& h! n1 L- A+ B K% D+ m# ~# ~
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day3 |2 M2 F7 f- u9 x4 |2 c {
preceding, a Series 18 Conversion Date.
, b1 y% k- j8 ]1 t U$ e7 eAutomatic Conversion If the Bank determines, after having taken into account all shares tendered2 O& a; @" S7 w0 s$ D
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares/ m G: g+ [8 ^% v2 e
Series 19, as the case may be, that there would be outstanding on such1 b W7 B; X( g; X. f
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,1 w' W* G1 E" K
such remaining number of Preferred Shares Series 18 will automatically be/ r& o& E3 b1 y# }
converted on such Series 18 Conversion Date into an equal number of% |* C* r8 B# Y; E' m/ i3 F
Preferred Shares Series 19. Additionally, if the Bank determines that, after- b0 _' O. p8 T+ v, T2 n
conversion, there would be outstanding on such Series 18 Conversion Date. w* r; F0 i+ n9 \3 o) ~9 J. k
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares; y- D+ e% u1 a" R( c& z0 [% Q
Series 18 will be converted into Preferred Shares Series 19.
. d- i# \! x7 Z/ R+ DVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
( d* Z! ^. R* KSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
( ]' y9 B/ a& x8 many meeting of the shareholders of the Bank unless and until the first time at& N# j9 X9 W4 N1 l
which the Board of Directors has not declared the whole dividend on the
5 E! Z* E: C1 q4 f2 b; ?Preferred Shares Series 18 in any quarter. In that event, subject as. v! v6 {/ \$ O+ `, k( |' z8 k
hereinafter provided, the holders of Preferred Shares Series 18 will be1 n* u( t3 |4 y8 ~8 a% D d6 o/ k- k2 w
entitled to receive notice of, and to attend, meetings of shareholders at which4 b% i- P& D! ], a: @
directors of the Bank are to be elected and will be entitled to one vote for4 H$ j- c3 ~* A
each Preferred Share Series 18 held. The voting rights of the holders of the
$ \7 ]) Y5 d. ?0 j( C6 ZPreferred Shares Series 18 will forthwith cease upon payment by the Bank of2 I5 k( M' B: E" T# }7 S- B8 u
the first dividend on the Preferred Shares Series 18 to which the holders are2 `" M( h3 @/ T9 N
entitled thereunder subsequent to the time such voting rights first arose until9 @/ m2 c7 { Y
such time as the Bank may again fail to declare the whole dividend on the
4 t9 F9 ~ K9 V4 E7 q7 C; M! a: DPreferred Shares Series 18 in respect of any quarter, in which event such
a4 s7 _" q$ w& Q$ xvoting rights will become effective again and so on from time to time.
6 h$ C" M3 t+ MPrincipal Characteristics of the Preferred Shares Series 19
% m* i: Q' S3 M) Q% X/ Z. K9 vDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
" u3 F: [& |3 U( Y/ Ifloating rate non-cumulative preferential cash dividends, as and when9 i+ ~% X9 C# t+ a! `1 \
declared by the Board of Directors, subject to the provisions of the Bank Act,
! f2 f# S' `: R1 u" fpayable quarterly on the 25th day of February, May, August and November# ?! C& s5 [9 a' _" ?
in each year, in the amount per share determined by multiplying the
. I* i! G0 m: D! E6 S! _( T9 }applicable Quarterly Floating Dividend Rate by $25.00.7 E) E: P1 I; T# c- A, x
On the 30th day prior to the commencement of the initial quarterly dividend0 E. N! G x$ L8 _& e, f: Q/ a
period beginning on February 25, 2014, and on the 30th day prior to the first
5 p2 Z* U8 P y" u" Xday of each subsequent quarterly dividend period (the initial quarterly
# h- G) C6 R0 L7 Ddividend period and each subsequent quarterly dividend period is referred to; B: b7 `5 u3 b# r* G7 ~3 ^
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the( S- G |# w$ C `: x5 @
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate/ ]8 s5 C R7 i/ e& k% L! Z
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
C' m$ m0 G, a' l1 ST-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
2 A) \3 q5 `5 g, u9 g/ Q) |elapsed in the applicable Quarterly Floating Rate Period divided by 365)$ F6 W7 ~* U4 r! u! t z
determined on the 30th day prior to the first day of the applicable Quarterly9 z) Y8 d5 {: K: Q7 U2 H
Floating Rate Period.6 J! E3 L" r3 j! s, j/ b/ f5 m/ {
S-55 i' z3 Y8 x1 y- U. n
If the Board of Directors does not declare a dividend, or any part thereof, on0 Q5 W: i6 O+ ?
the Preferred Shares Series 19 on or before the dividend payment date for a: ^. b( x. a6 v4 ^& W) L# M
particular quarter, then the entitlement of the holders of the Preferred
. W, u2 j2 S2 i MShares Series 19 to receive such dividend, or to any part thereof, for such/ i) b5 ]% y( E) D, M/ t8 U/ r
quarter will be forever extinguished.; H2 R8 S, k0 ?4 O( k# q* V9 l
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the' U$ |8 c |, C0 R' U
Superintendent and to the provisions described below under the heading# A6 @6 _9 X- l
‘‘Details of the Offering — Certain Provisions of the Preferred Shares+ G+ O1 q4 D5 Z2 M" ]5 k
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
5 D9 d& l! P6 ]! F Won not more than 60 nor less than 30 days’ notice, the Bank may redeem all
; D/ w2 e' i0 W4 q6 i" }or any part of the then outstanding Preferred Shares Series 19, at the Bank’s" F& J# \* f% J( d
option without the consent of the holder, by the payment of an amount in) ?% I8 R9 x) u K) p) p
cash for each such share so redeemed of (i) $25.00 together with all declared) `& d! V3 j9 J6 i0 n, j
and unpaid dividends to the date fixed for redemption in the case of
6 b$ ^( z+ k6 y6 O% e# B/ D- J# bredemptions on February 25, 2019 and on February 25 every five years
) i% X- L) h! j5 Y( Qthereafter, or (ii) $25.50 together with all declared and unpaid dividends to; p2 e4 b# H! N0 Q, S6 L
the date fixed for redemption in the case of redemptions on any other date! ^! s9 n2 k& J( n+ g/ u
on or after February 25, 2014.9 h/ C2 f4 J: R! T# E3 F. C9 F6 o
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic. {! g( J4 s; p. }( B" w, f
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
* ?" s( I& W& {, [! z; i! m9 Ithe right, at their option, to convert, on February 25, 2019 and on
6 n$ g. ~# d" y6 l2 H7 }February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
& _0 s8 t1 b5 cor all of their Preferred Shares Series 19 into an equal number of Preferred
+ i; D6 \, Q) ?' g2 g* G9 SShares Series 18 upon giving to the Bank written notice thereof not earlier! C: X. q( f/ s! y2 B
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the+ }8 A( o5 T; {$ m* |% K
15th day preceding, a Series 19 Conversion Date.
# F* _5 x7 c9 B" W$ _Automatic Conversion If the Bank determines, after having taken into account all shares tendered, }1 H1 U/ x$ D9 r( S' p, g5 r
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares: Q* A" w% B2 Y+ R
Series 18, as the case may be, that there would be outstanding on such
2 R3 q" Z1 x4 ~. N b& gSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
3 O; J, w+ _( B% @such remaining number of Preferred Shares Series 19 will automatically be: x, N* m* w, Q% I
converted on such Series 19 Conversion Date into an equal number of# }- i0 B5 B- n& r) E+ [* q
Preferred Shares Series 18. Additionally, if the Bank determines that, after7 G5 q: Z6 ^6 Q4 ^! u ]
conversion, there would be outstanding on such Series 19 Conversion Date4 Q+ W0 o F/ R& Y4 _" m
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares) K- [& [7 e7 Y* Q. [# O
Series 19 will be converted into Preferred Shares Series 18.
7 c) m7 W( \; rVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 k+ `3 W1 o3 R# e6 z+ x. [- hSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
# M7 _# y+ [2 G6 d7 dany meeting of the shareholders of the Bank unless and until the first time at
$ j. ?% d$ o/ ^- `# ^which the Board of Directors has not declared the whole dividend on the
1 ~* k8 `4 t6 I6 n/ n7 qPreferred Shares Series 19 in any quarter. In that event, subject as
, K, o, N" l. e3 w# p) Ehereinafter provided, the holders of Preferred Shares Series 19 will be% g3 A# f* V' R( u+ q
entitled to receive notice of, and to attend, meetings of shareholders at which
* ^& y" a, I( W9 j- mdirectors of the Bank are to be elected and will be entitled to one vote for
) k6 {4 i+ I1 H* d3 A/ ^) beach Preferred Share Series 19 held. The voting rights of the holders of the1 v& e* u- k6 B/ k2 }) Q# ?0 {+ \
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
; P5 V6 l0 F# l7 Bthe first dividend on the Preferred Shares Series 19 to which the holders are2 e2 ?: z0 u' d) g
entitled thereunder subsequent to the time such voting rights first arose until
! q0 e+ N+ {4 L, Nsuch time as the Bank may again fail to declare the whole dividend on the
, T3 Z5 a' d1 a2 k5 q( GPreferred Shares Series 19 in respect of any quarter, in which event such s8 s0 e$ n) F
voting rights will become effective again and so on from time to time.: i% D# e! u$ E: I; D
S-6
* x. y* A. K* Z1 r: O5 C0 @8 EPriority: The preferred shares of each series of the Bank will rank on a parity with, N2 z' P5 G0 l5 x& I
every other series and are entitled to preference over the common shares of
( q9 G6 x3 x" }6 f! Q+ kthe Bank and over any other shares of the Bank ranking junior to the
% y2 N" `. e' S" c% E5 }, s( Ipreferred shares with respect to the payment of dividends and upon any# H" S C: E! k! M
distribution of assets in the event of the liquidation, dissolution or
" R% L7 O, ~+ rwinding-up of the Bank.; d6 K4 |4 p/ F. a+ Q
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
: f# e& r* v5 O9 ~1 ZDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
* T0 b2 {3 }6 |# _ X, JSeries 18 and Preferred Shares Series 19 will not be required to pay tax on4 x" D3 u$ b2 A, M3 Y/ @- v
dividends received on such shares under Part IV.1 of such Act. |
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