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发表于 2008-11-29 16:58
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下面是BMO的:7 i6 s+ P3 E+ _2 d* Q6 A) q) T- J
SUMMARY OF THE OFFERING. y& `: [+ t% g3 \0 G! ^; s
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’’." q$ {- l+ C! |3 V) W/ j5 N
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
6 q5 i3 w/ R& c8 x N( ]/ ^# yAmount: $150,000,000 (6,000,000 shares).+ V& a: ?7 p) f) L; `
Price and Yield: $25.00 per share to yield initially 6.50% per annum./ g8 W" J6 x+ a* D
Principal Characteristics of the Preferred Shares Series 18$ w/ q- u& q" O5 k$ D
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed* R& X; i6 Z1 O3 s# W$ Y
non-cumulative preferential cash dividends, as and when declared by the
" d0 V( x) g- IBoard of Directors, subject to the provisions of the Bank Act, for the initial1 `8 ]6 B* V: R% z6 p! f
period commencing on the closing date and ending on and including' `8 e" w3 l6 F1 t6 e2 {
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the8 i7 |, I2 [' v/ J4 C: F" G
25th day of February, May, August and November in each year, at a rate+ N9 x( v9 i0 R8 T
equal to $0.40625 per share. The initial dividend, if declared, will be payable- h, x2 \! j0 s3 }
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing1 u N+ J7 N' q( F) `# D0 E: ]
date of December 11, 2008.
6 U* P% E8 E0 H+ k# G: ~6 r/ qFor each five-year period after the Initial Fixed Rate Period (each, a7 Z1 W3 R7 y7 R) n* J
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares3 {7 Y& ?$ o ]9 {
Series 18 will be entitled to receive fixed non-cumulative preferential cash
o5 Y$ W+ V% o4 \' Mdividends, as and when declared by the Board of Directors, subject to the
4 }+ ~0 |0 I$ P7 wprovisions of the Bank Act, payable quarterly on the 25th day of February,% F- O9 a" K4 f/ Z: ]. |4 y/ K- N
May, August and November in each year, in the amount per share per annum
. O5 @& t& P6 y; D0 T6 pdetermined by multiplying the Annual Fixed Dividend Rate applicable to/ x r( t, _- }* c; k5 S* c
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend$ d- g9 e7 Q3 e# y
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the5 y7 h+ I$ q' J+ w) e$ c9 U: O
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day1 s1 N- }+ D: _& E% B/ k l
of such Subsequent Fixed Rate Period and will be equal to the sum of the
! u( I4 a2 t- a, wGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
, m' W/ f6 v& [, cplus 3.83%.
- _! ?# P, D, z9 U& O- }. [; mIf the Board of Directors does not declare a dividend, or any part thereof, on$ [& x7 |' d1 X1 L" ?" u
the Preferred Shares Series 18 on or before the dividend payment date for a
( ?: p) g0 B' ^" y; m6 G6 J* f Vparticular quarter, then the entitlement of the holders of the Preferred* G- S0 Z4 T- a5 j2 }1 I
Shares Series 18 to receive such dividend, or to any part thereof, for such
% Z( t) R0 z K5 G, \7 qquarter will be forever extinguished.6 p1 k* I T0 M- {
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 E: j, k h9 W3 j1 ~- NSuperintendent and to the provisions described below under ‘‘Details of the4 n# ~& p6 j" X8 ]$ S2 R; |
Offering — Certain Provisions of the Preferred Shares Series 18 as a
7 v* q& T( N. v& f# {2 oSeries — Restrictions on Dividends and Retirement of Shares’’, on
3 i5 h+ J$ i: q+ S' r& HFebruary 25, 2014 and on February 25 every five years thereafter, on not! k5 u0 N5 x, B0 _
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any+ z) G, M j! t* E$ n
part of the then outstanding Preferred Shares Series 18, at the Bank’s option% ]& c! ~& [7 {9 y: P ^2 G
without the consent of the holder, by the payment of an amount in cash for
! J$ q% S8 @0 ~; e; leach such share so redeemed of $25.00 together with all declared and unpaid
# ]' V: ^& J" I; V( Vdividends to the date fixed for redemption.! U0 G: g7 o' J% c) F7 T1 e
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic. \+ J% K" W5 t4 B+ E ^& a$ f
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have+ a& |3 ?; g6 L1 b9 h) o
the right, at their option, to convert, on February 25, 2014 and on' v m" L+ Z) G! `, A
S-4. Y: \5 s3 Q) y, r- A: }$ z L
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any+ Y6 T2 n" Z+ `1 e. {5 Y z
or all of their Preferred Shares Series 18 into an equal number of Preferred3 w) u6 o) P5 O5 C, [
Shares Series 19 upon giving to the Bank notice thereof not earlier than
3 Z9 s( e; B) i6 w, O* J. A30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
6 L/ [, V0 _' a# F4 Y+ j& H8 U7 Q% lpreceding, a Series 18 Conversion Date.! P& l- D) Q6 P. @) i
Automatic Conversion If the Bank determines, after having taken into account all shares tendered3 J7 Q7 G3 ?0 V8 k, l3 [
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
* {8 o0 h' h9 r0 Y9 q5 N) b/ o! d7 [Series 19, as the case may be, that there would be outstanding on such
1 Z8 G4 h. A0 JSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
5 R% q ?, w( I5 t& Fsuch remaining number of Preferred Shares Series 18 will automatically be! Z# N7 E, n4 u/ e
converted on such Series 18 Conversion Date into an equal number of |# t7 ]$ S% O! P: c8 d
Preferred Shares Series 19. Additionally, if the Bank determines that, after
# I" q, G, I# W2 Xconversion, there would be outstanding on such Series 18 Conversion Date
2 s T6 J8 \% \/ w5 k' ?: u/ M; Z" B8 vless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares4 d' g# [; x2 ~- U% b3 F
Series 18 will be converted into Preferred Shares Series 19.& n! ^2 F( @; j" j) J
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares6 j! @' X7 l8 a2 G: W$ |
Series 18 will not be entitled as such to receive notice of, attend, or vote at,1 k/ R! [. ` O
any meeting of the shareholders of the Bank unless and until the first time at$ e4 I+ n% P5 y: e9 M9 P$ K
which the Board of Directors has not declared the whole dividend on the
. g3 k. }# a$ l' KPreferred Shares Series 18 in any quarter. In that event, subject as8 C* `% |: \2 H
hereinafter provided, the holders of Preferred Shares Series 18 will be
; m) \! }. t' \& Sentitled to receive notice of, and to attend, meetings of shareholders at which/ n# g" g4 y/ z9 K7 y5 Q; h+ E
directors of the Bank are to be elected and will be entitled to one vote for
( W2 R9 ~, h2 l5 I% c4 ?each Preferred Share Series 18 held. The voting rights of the holders of the3 H3 J2 S- ]5 T6 R8 T
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of, l6 X3 a9 I. R! ]- ?3 P
the first dividend on the Preferred Shares Series 18 to which the holders are2 C$ }' M) V1 v# W+ [" \
entitled thereunder subsequent to the time such voting rights first arose until
8 i3 r& J* Y. ~3 {such time as the Bank may again fail to declare the whole dividend on the
7 B- }$ q9 b+ i7 p* SPreferred Shares Series 18 in respect of any quarter, in which event such
( @1 V4 v' K9 ]# P0 y) [$ N3 E5 A& Lvoting rights will become effective again and so on from time to time.
& P* s. _' I/ @2 G( Y5 OPrincipal Characteristics of the Preferred Shares Series 19
9 X, \- v) i/ x& x6 rDividends: The holders of the Preferred Shares Series 19 will be entitled to receive) ~& k6 x. K; n _
floating rate non-cumulative preferential cash dividends, as and when* \; A& n1 v4 l+ k
declared by the Board of Directors, subject to the provisions of the Bank Act,
* y( l) V2 S2 gpayable quarterly on the 25th day of February, May, August and November1 G0 | {7 f6 Y' P
in each year, in the amount per share determined by multiplying the0 s+ c) Q- i2 C8 B9 ?/ r. m
applicable Quarterly Floating Dividend Rate by $25.00." S# a# i( X& [8 f4 K k
On the 30th day prior to the commencement of the initial quarterly dividend6 [& a! U! E% z7 z& z# D
period beginning on February 25, 2014, and on the 30th day prior to the first
4 [8 ^# F, b/ p8 N) Q: M2 p/ R4 vday of each subsequent quarterly dividend period (the initial quarterly' w; n5 F. B7 S( b u/ F4 H& p8 f
dividend period and each subsequent quarterly dividend period is referred to
3 m9 k- U, v; z& a% m% pas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the7 W: E$ O7 M4 X, f9 |; c% m; D
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
/ t8 I+ J! H$ J: h" y# |9 QPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
7 u. L9 |3 K, `3 {/ j' k( Y; [T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days# @4 y: I5 h. |
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
# F% v& C1 D \5 ?4 n" y, wdetermined on the 30th day prior to the first day of the applicable Quarterly. P* D1 y2 I$ O* \8 e$ t
Floating Rate Period.9 Q: a8 Q7 E) |% V/ |$ u
S-5
0 w9 h* J: ^6 A* UIf the Board of Directors does not declare a dividend, or any part thereof, on
: p+ g0 ^1 F N# s" ?the Preferred Shares Series 19 on or before the dividend payment date for a
3 Z& ~' p# P) U- M( I4 cparticular quarter, then the entitlement of the holders of the Preferred
$ `9 G8 [8 \1 _" C3 C' V7 YShares Series 19 to receive such dividend, or to any part thereof, for such
. V" c8 W7 {! J6 z; q% }quarter will be forever extinguished.
( r& o* O% J% G) O: R0 }Redemption: Subject to the provisions of the Bank Act and to the prior consent of the1 \8 j- C% @3 Y2 l! j
Superintendent and to the provisions described below under the heading
/ V' v2 {9 f- N- |9 _% I‘‘Details of the Offering — Certain Provisions of the Preferred Shares
' B, Y0 C! o- J0 J5 \$ @Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,0 n; _0 }3 P& a3 }
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
9 }" y$ w1 O! |* L- A$ j% p- Eor any part of the then outstanding Preferred Shares Series 19, at the Bank’s! V! w5 q& A8 Y3 K
option without the consent of the holder, by the payment of an amount in. E7 ]$ X; T1 x3 g/ s0 x
cash for each such share so redeemed of (i) $25.00 together with all declared
! C' h. O+ F G/ @- y: B3 ^7 Tand unpaid dividends to the date fixed for redemption in the case of
J/ g6 E: Q Mredemptions on February 25, 2019 and on February 25 every five years+ V; L1 o$ b4 b# Z
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to2 o' N! v2 m: z
the date fixed for redemption in the case of redemptions on any other date
/ ~# S5 g3 X' w# f& Gon or after February 25, 2014.; ]& E, j& a9 l) t, o, r( t6 a4 j7 K
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
6 s/ T. u5 `" _( {( E" N% T OShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
0 _& @% ?7 g. Wthe right, at their option, to convert, on February 25, 2019 and on6 G! c' {+ R, P! J3 b
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
3 c( G5 u9 a0 c, o+ U: \/ ?6 Bor all of their Preferred Shares Series 19 into an equal number of Preferred% x5 Y+ F, \3 U& O% G
Shares Series 18 upon giving to the Bank written notice thereof not earlier4 ^$ h; U, q4 Q# o% D+ \/ r
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
& K4 l1 d0 g& \& a15th day preceding, a Series 19 Conversion Date.. a) w2 Z2 d& S0 E7 v( f+ F
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
2 t5 B' V) d: g7 n0 A- y/ H5 M! C9 QProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
0 \$ A" v- F' e/ y* NSeries 18, as the case may be, that there would be outstanding on such
3 Z4 h9 a: d U; v) b4 o! kSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
" L7 n- G7 u8 @* L/ O2 jsuch remaining number of Preferred Shares Series 19 will automatically be) P6 l. K3 y, c; Q. f) Q( w
converted on such Series 19 Conversion Date into an equal number of
9 ~; e. C0 `; L" gPreferred Shares Series 18. Additionally, if the Bank determines that, after5 y5 \' ]2 q' h+ U
conversion, there would be outstanding on such Series 19 Conversion Date' ^. R4 d( m9 l
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
' `$ x8 Y5 ?- k" H- A& p- H) @Series 19 will be converted into Preferred Shares Series 18.
3 x& h X2 n- _: N0 UVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 S6 j, W: ?# _1 v9 b' }# ?Series 19 will not be entitled as such to receive notice of, attend, or vote at,& b% N0 Z- o/ v) b0 D. e
any meeting of the shareholders of the Bank unless and until the first time at, B c$ [' x5 D6 q+ D E
which the Board of Directors has not declared the whole dividend on the7 A3 ^3 ]$ O: @' ]
Preferred Shares Series 19 in any quarter. In that event, subject as
. @ {; \' [! }6 m. [+ ahereinafter provided, the holders of Preferred Shares Series 19 will be
: _# I) @) _! @$ \entitled to receive notice of, and to attend, meetings of shareholders at which
. B5 Q9 J6 E2 z# vdirectors of the Bank are to be elected and will be entitled to one vote for
: X" M" A4 _- u; q9 G6 ueach Preferred Share Series 19 held. The voting rights of the holders of the
% F3 O2 V7 D; G) s5 n( JPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
; @+ r0 t3 t, h2 `the first dividend on the Preferred Shares Series 19 to which the holders are x* M4 o! j3 @! C
entitled thereunder subsequent to the time such voting rights first arose until
, Z2 {5 ?) V* P/ R* B J/ p0 Nsuch time as the Bank may again fail to declare the whole dividend on the* S, L) Y0 h5 V& C6 @
Preferred Shares Series 19 in respect of any quarter, in which event such
3 n! h2 z6 O+ Q9 W+ [voting rights will become effective again and so on from time to time.+ F" p9 A8 F8 w8 v- L j
S-6
' d7 y) _- r2 ]- N6 H/ ]1 ~Priority: The preferred shares of each series of the Bank will rank on a parity with0 \1 i& w) x \8 l, J& f& _$ d2 M. ~
every other series and are entitled to preference over the common shares of$ |8 z! T# ?, B
the Bank and over any other shares of the Bank ranking junior to the9 d7 D* X% R& s0 ^: }+ T7 j
preferred shares with respect to the payment of dividends and upon any/ q U, V7 ^" u( O( U6 M
distribution of assets in the event of the liquidation, dissolution or; D/ ~- p. T! u+ k
winding-up of the Bank.2 N' i. Y5 W; E6 _5 a
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
& }6 k! N+ L$ W% W! EDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
9 U3 ?$ W+ o7 q! y* C) c4 H) O6 y' R" f0 ~! \Series 18 and Preferred Shares Series 19 will not be required to pay tax on9 m( [+ ]+ z6 G1 {1 G+ ]
dividends received on such shares under Part IV.1 of such Act. |
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