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发表于 2008-11-29 16:58
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下面是BMO的:" `) C" B" c ^2 B; K
SUMMARY OF THE OFFERING
/ F( a4 C2 B, ~9 v, r' uThis 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’’.
. `( V7 A5 o! c" V* f* _$ s" TIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
& \5 ?7 [. j0 [# O5 hAmount: $150,000,000 (6,000,000 shares).0 f; ^ s6 x+ ?% D
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
% ]8 ]5 |0 H8 Z1 i; `; e& z; K( H& vPrincipal Characteristics of the Preferred Shares Series 18! D B) K% @& h! J* G6 x
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed) t7 f# C. q* Z( d* K2 j# D" o; j; u
non-cumulative preferential cash dividends, as and when declared by the7 l+ t4 Y' f K, W7 i9 \3 ~! K
Board of Directors, subject to the provisions of the Bank Act, for the initial
9 {' N G5 K2 Y1 L; T/ U3 Qperiod commencing on the closing date and ending on and including
4 ]3 q D S7 p! g* l5 F5 k! ~" |February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the4 J& H N8 x" D/ }3 W* M1 }
25th day of February, May, August and November in each year, at a rate
) ?( \6 u# E9 y: I: N3 Zequal to $0.40625 per share. The initial dividend, if declared, will be payable
/ s% t& A. Z5 u+ J" j6 ]9 X7 uMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing& i: E' S, m1 `; c3 D& T4 {
date of December 11, 2008.
6 K6 ~! i! X7 }3 F+ V" zFor each five-year period after the Initial Fixed Rate Period (each, a4 r: b* ?3 S5 J5 j' |/ |1 t
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
' X; ^$ b, N1 Q, n6 N) n5 _Series 18 will be entitled to receive fixed non-cumulative preferential cash- B8 O5 L1 S+ {! r* U2 f G
dividends, as and when declared by the Board of Directors, subject to the8 R. o. c( S+ {. w5 ?; k
provisions of the Bank Act, payable quarterly on the 25th day of February,) P! ]1 s8 p8 o% d7 G% L- S, L3 v
May, August and November in each year, in the amount per share per annum
, L" u' O* A( l, Qdetermined by multiplying the Annual Fixed Dividend Rate applicable to2 S) a0 A# @7 n% m' G* m
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend7 r9 I8 x8 r# f# G6 H0 z# k
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the j$ C& d8 W+ [, \# x2 h/ [
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
6 S, Y" ]' _. v& x( z2 \5 a2 ~of such Subsequent Fixed Rate Period and will be equal to the sum of the' R# Z _6 ^! {/ {
Government of Canada Yield on the applicable Fixed Rate Calculation Date+ j6 y1 f7 y! S# e
plus 3.83%.) _; G" e3 J& a1 A2 [7 V
If the Board of Directors does not declare a dividend, or any part thereof, on
2 J% @" ]0 q3 @the Preferred Shares Series 18 on or before the dividend payment date for a! P0 B8 W/ z D; S: \* j3 @
particular quarter, then the entitlement of the holders of the Preferred2 z2 a1 e" g' S: z2 N
Shares Series 18 to receive such dividend, or to any part thereof, for such7 J6 v/ r( A" Z# F }7 d
quarter will be forever extinguished.
! N! }$ Y' S4 L- A+ y) U, i6 ARedemption: Subject to the provisions of the Bank Act and to the prior consent of the
! d. G& ?5 a* J& ^& i0 dSuperintendent and to the provisions described below under ‘‘Details of the
6 c2 F, n$ T B3 n9 fOffering — Certain Provisions of the Preferred Shares Series 18 as a" c3 z% F" P" W% U5 u: o( K
Series — Restrictions on Dividends and Retirement of Shares’’, on0 _# k" E# k, ~1 L# q$ C6 w
February 25, 2014 and on February 25 every five years thereafter, on not3 s, W, W& H1 t2 O/ Y) n' d
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any1 }* g. l0 L' Y- s; m5 J
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
, n) ?6 A4 m2 Z7 F+ d" _3 mwithout the consent of the holder, by the payment of an amount in cash for( H0 q& |) N% F6 v
each such share so redeemed of $25.00 together with all declared and unpaid3 a$ U) J7 Q$ `# e% ]1 v8 K
dividends to the date fixed for redemption.8 f- L- R+ ~" i5 Q
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
$ |# O, w- G# M& I6 @4 pShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have% C9 V4 M: B8 [% X) M, l& @# y9 c
the right, at their option, to convert, on February 25, 2014 and on) [; {- ]1 @: s+ E6 J
S-4 G( f/ F2 B2 g0 e. {* W4 \
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
8 C. [! o! F( For all of their Preferred Shares Series 18 into an equal number of Preferred7 k) y9 \6 W) A; M
Shares Series 19 upon giving to the Bank notice thereof not earlier than) E+ |. m- S9 Z+ E2 f1 U$ X
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
# P4 j/ I" V& Apreceding, a Series 18 Conversion Date.% H5 A' d; F) U& L6 l
Automatic Conversion If the Bank determines, after having taken into account all shares tendered$ S) e$ g8 v) F F
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
; x5 x3 ~7 N: tSeries 19, as the case may be, that there would be outstanding on such3 f/ T. V! {* y; _3 m. k6 s
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
1 K& B: i6 x& v! @such remaining number of Preferred Shares Series 18 will automatically be
) g, q$ T7 [8 S& w" ~+ w; V- Econverted on such Series 18 Conversion Date into an equal number of
% b! X& v3 [8 X6 ~* ~3 rPreferred Shares Series 19. Additionally, if the Bank determines that, after
" K8 u3 G, o4 D' J: k; Vconversion, there would be outstanding on such Series 18 Conversion Date* C/ J& c% G! U9 g& w8 K% l: E2 @0 X
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares1 y- _4 C( k: S
Series 18 will be converted into Preferred Shares Series 19.
' e w/ B/ g ?# z; X2 R8 ~5 m* LVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
8 A. H, o# _( N' g: WSeries 18 will not be entitled as such to receive notice of, attend, or vote at,( q5 T/ x& q" i0 }
any meeting of the shareholders of the Bank unless and until the first time at
- S1 E" a" o# P& \8 @which the Board of Directors has not declared the whole dividend on the
1 L ~7 n' l6 EPreferred Shares Series 18 in any quarter. In that event, subject as
1 l) j [( `0 M9 B7 r1 z. ^hereinafter provided, the holders of Preferred Shares Series 18 will be$ a' G7 k6 [' i+ ~7 s
entitled to receive notice of, and to attend, meetings of shareholders at which5 S9 @- \0 H2 K; ~3 ^
directors of the Bank are to be elected and will be entitled to one vote for
( F0 Q/ v& u3 V2 S) jeach Preferred Share Series 18 held. The voting rights of the holders of the- j; N/ C% a3 ?
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
' x" E% ~# b+ a1 R( Xthe first dividend on the Preferred Shares Series 18 to which the holders are: y9 ^5 S6 @$ N8 d1 |0 d
entitled thereunder subsequent to the time such voting rights first arose until
! r. \7 E2 @$ t3 g) r! @4 B; T9 {such time as the Bank may again fail to declare the whole dividend on the1 T1 n# A7 ]. v3 O. Z0 G# }4 q
Preferred Shares Series 18 in respect of any quarter, in which event such$ r& o3 d( ]2 k4 f' v7 k
voting rights will become effective again and so on from time to time.
3 r4 C9 n0 p; d3 Y: }2 sPrincipal Characteristics of the Preferred Shares Series 19
?1 m3 ]0 j, _( y4 SDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
) _4 ~7 M) x4 \% @! `floating rate non-cumulative preferential cash dividends, as and when
; o7 A- v5 n& s% ideclared by the Board of Directors, subject to the provisions of the Bank Act,
! u R1 l; S% Y! Ipayable quarterly on the 25th day of February, May, August and November
5 {8 g+ d4 N2 T" b6 s* oin each year, in the amount per share determined by multiplying the+ N& |; K/ p' N
applicable Quarterly Floating Dividend Rate by $25.00.# S+ M" q; k2 G/ M3 t* L1 ~
On the 30th day prior to the commencement of the initial quarterly dividend6 j k% |0 G' D0 c& H9 Q
period beginning on February 25, 2014, and on the 30th day prior to the first: s+ B, _- i" W1 f& Y8 r* S4 f+ C8 l
day of each subsequent quarterly dividend period (the initial quarterly% n7 D1 H( {* j3 q+ `5 i2 Z8 s
dividend period and each subsequent quarterly dividend period is referred to
! a: R0 }/ `. S0 A" das a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
+ S! \! ~4 j: ^0 @$ ?% T7 hQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
0 ?: f% o+ ^, E8 f8 b" {9 \Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
+ U! f, p$ i4 r9 `8 R7 Y6 mT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
, s9 ^% W; O) ~elapsed in the applicable Quarterly Floating Rate Period divided by 365)) L/ o2 L; ^; L" {6 Q4 i; y3 K0 D
determined on the 30th day prior to the first day of the applicable Quarterly* m% U: q. k Q* ^) Z
Floating Rate Period.
7 L; z. O! ^* Z3 R! O3 tS-5& ]0 R& K4 k, v2 ^4 s. i1 |
If the Board of Directors does not declare a dividend, or any part thereof, on
0 E& v: f% q1 n( _the Preferred Shares Series 19 on or before the dividend payment date for a
3 d3 j+ S( n) a: I3 r7 cparticular quarter, then the entitlement of the holders of the Preferred
. ]$ K P+ w$ l) ^- g3 J. o+ g. xShares Series 19 to receive such dividend, or to any part thereof, for such
5 N7 U% k9 L2 G" g: S) tquarter will be forever extinguished.' \$ [4 C. H2 d
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
S$ k* K% Z2 h9 sSuperintendent and to the provisions described below under the heading5 `$ u3 ~2 L( E
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
4 x8 X7 a/ G, |( ?Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,; ~) p/ X* a4 o* @4 w* M" r' T
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
: F3 w) t- O# ]* V" o' U. por any part of the then outstanding Preferred Shares Series 19, at the Bank’s+ x# J- p+ e8 \% h5 e
option without the consent of the holder, by the payment of an amount in8 Q7 f/ h9 O4 ~ q7 V7 ]
cash for each such share so redeemed of (i) $25.00 together with all declared& _$ v% X6 n( @" _. u
and unpaid dividends to the date fixed for redemption in the case of
! b" U7 `! O! Z& y; C7 Eredemptions on February 25, 2019 and on February 25 every five years
( x+ H- \& {0 T1 ], X8 R* U L: ^7 Zthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
" U, S# |+ j# lthe date fixed for redemption in the case of redemptions on any other date- o4 X5 L2 b2 {; B$ ~: M
on or after February 25, 2014.
f3 h b3 q- f9 m' C6 C" ?Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic' d, ^3 ^0 i& `) }4 u O
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have' b3 T4 D: ?' o' I& n
the right, at their option, to convert, on February 25, 2019 and on
4 U8 q2 \+ z6 ~' {2 d! N# n4 NFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
+ n1 B S) Z2 K7 T5 {5 Sor all of their Preferred Shares Series 19 into an equal number of Preferred2 |4 U; d: j" ^1 E T! l
Shares Series 18 upon giving to the Bank written notice thereof not earlier
! F3 I, w) Z. K6 s- q9 K( A4 _than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
9 k# s6 r1 e; \0 W15th day preceding, a Series 19 Conversion Date.
$ g! Q5 o3 B$ s% |' g n: }3 `Automatic Conversion If the Bank determines, after having taken into account all shares tendered8 n$ s$ X8 w ~0 d2 c3 k& }6 m
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
/ k% Z3 i8 D% X5 |! @# i. cSeries 18, as the case may be, that there would be outstanding on such1 f: C$ m1 A3 _+ G# y' e
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,4 E& `; k' h9 {. `
such remaining number of Preferred Shares Series 19 will automatically be
" g6 _2 j# {. {* C' k* Zconverted on such Series 19 Conversion Date into an equal number of0 [/ U+ Q, S, D5 x1 C7 S7 m* U
Preferred Shares Series 18. Additionally, if the Bank determines that, after
4 A* F. o- p7 ]3 m: Bconversion, there would be outstanding on such Series 19 Conversion Date
# d: g1 b5 E2 _2 H$ uless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
' V5 l7 }8 C. K& m" Q/ [. CSeries 19 will be converted into Preferred Shares Series 18.
9 C$ s0 I2 { A8 V* [: nVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares$ d4 M* h; z% R* v& B' k* P
Series 19 will not be entitled as such to receive notice of, attend, or vote at,/ [1 c6 O% n3 |4 E4 L/ ]
any meeting of the shareholders of the Bank unless and until the first time at
* ~4 |( i: B4 n& uwhich the Board of Directors has not declared the whole dividend on the
) y8 B: |+ O3 J8 f/ ~, y% VPreferred Shares Series 19 in any quarter. In that event, subject as
# f8 Z) n, }) O6 w6 ^hereinafter provided, the holders of Preferred Shares Series 19 will be
& P% U s( }& a$ ~4 G/ B1 F* O. rentitled to receive notice of, and to attend, meetings of shareholders at which6 I& u- U4 z8 `4 ~0 n s2 p4 M
directors of the Bank are to be elected and will be entitled to one vote for. m8 J; B( d) p: x: e5 G- a
each Preferred Share Series 19 held. The voting rights of the holders of the
; j" ^* t7 G7 ]4 Z! G* |Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
9 e4 ~0 i h) l! S( Qthe first dividend on the Preferred Shares Series 19 to which the holders are
+ n+ n0 C( n+ Hentitled thereunder subsequent to the time such voting rights first arose until
- S2 H% x9 H- O N* P0 `; ]* H- Hsuch time as the Bank may again fail to declare the whole dividend on the$ e/ P+ Y3 f5 F8 \4 H
Preferred Shares Series 19 in respect of any quarter, in which event such
$ `7 [& g, T; }- nvoting rights will become effective again and so on from time to time.+ d0 i2 C9 e5 [$ F" H0 O3 M
S-6% A4 v7 s4 m/ Y% u! a
Priority: The preferred shares of each series of the Bank will rank on a parity with
# g1 z0 [1 @& y- Xevery other series and are entitled to preference over the common shares of3 B" A- B+ D6 t7 F- } A
the Bank and over any other shares of the Bank ranking junior to the4 u3 ^' _9 v: d" W' a7 p
preferred shares with respect to the payment of dividends and upon any
5 ?/ v5 f4 K( J/ o6 \$ H0 a1 Q2 @distribution of assets in the event of the liquidation, dissolution or- \& g1 x, X4 k* o
winding-up of the Bank.7 V: f" l g' x5 R/ w
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under: M( d- L0 q S6 r1 ]8 ~9 s
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares: r" {' B$ a+ e {5 i) b/ C
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
2 E; b' Y6 R1 e! C1 ^; G3 rdividends received on such shares under Part IV.1 of such Act. |
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