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发表于 2008-11-29 16:58
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下面是BMO的:, f5 r3 G% S$ {/ w) y( T
SUMMARY OF THE OFFERING
+ c, i; X1 w b+ T8 g& k$ f0 oThis 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’’.
! A6 _9 Z$ e5 t* HIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
& f( Z+ W6 P% _" o- o' yAmount: $150,000,000 (6,000,000 shares)./ q9 f/ |, N" B* K& w
Price and Yield: $25.00 per share to yield initially 6.50% per annum.# b- n( J& ?& u3 Z6 b
Principal Characteristics of the Preferred Shares Series 18
3 a) b/ Q* |6 V" @4 NDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed, y3 B' b9 D$ R' T: Y, C
non-cumulative preferential cash dividends, as and when declared by the2 _0 u7 w; X. s/ S
Board of Directors, subject to the provisions of the Bank Act, for the initial6 Q1 y1 X0 E" G- X
period commencing on the closing date and ending on and including
; ~; p" e5 o/ ~8 y0 h$ \February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
- i8 M; }! o) a, w. B) n) w25th day of February, May, August and November in each year, at a rate
/ m/ F0 d4 m* [3 q9 v; Eequal to $0.40625 per share. The initial dividend, if declared, will be payable# l2 }5 m) p% t+ L7 l8 A" }- w
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
% ?/ H% |3 V0 j% `' ldate of December 11, 2008.
; x: K5 ~ o. ?8 f/ G; iFor each five-year period after the Initial Fixed Rate Period (each, a
$ o" t, Y/ l2 j' |‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
% m$ J; j2 d3 P' b& c% N6 X3 LSeries 18 will be entitled to receive fixed non-cumulative preferential cash
" k x: @7 h0 b; X% @dividends, as and when declared by the Board of Directors, subject to the
2 V5 N6 i' G) u( l# C7 Dprovisions of the Bank Act, payable quarterly on the 25th day of February,
+ d5 C8 Z8 `$ |2 r% ^- G SMay, August and November in each year, in the amount per share per annum1 L; S3 T- l9 E+ l6 h$ ?; k
determined by multiplying the Annual Fixed Dividend Rate applicable to, E- Z; r" p: { w v7 L
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
, J( x3 H! N+ d: cRate for the ensuing Subsequent Fixed Rate Period will be determined by the4 Y4 I* Z, w( b1 K0 }0 g h
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day! M6 M9 n, t/ ]
of such Subsequent Fixed Rate Period and will be equal to the sum of the
% O* O5 G. j3 m$ d- L" l5 vGovernment of Canada Yield on the applicable Fixed Rate Calculation Date( `% ~# S4 D1 i
plus 3.83%.3 K# ^9 y+ S/ C7 Z. Y6 U) S
If the Board of Directors does not declare a dividend, or any part thereof, on- A9 k* c7 l* G; @2 E( B
the Preferred Shares Series 18 on or before the dividend payment date for a
1 t# j! l2 [6 M8 W! ? P0 bparticular quarter, then the entitlement of the holders of the Preferred
3 }# V0 [6 n( e8 W3 Y7 X9 ^Shares Series 18 to receive such dividend, or to any part thereof, for such
7 w; p) w- r4 H- T1 r mquarter will be forever extinguished.
, F- P6 M+ l, o3 p) o/ @Redemption: Subject to the provisions of the Bank Act and to the prior consent of the) E4 ?" C/ v/ l4 j' k1 E
Superintendent and to the provisions described below under ‘‘Details of the
" S3 P8 z4 D3 Y/ z; W& Q! lOffering — Certain Provisions of the Preferred Shares Series 18 as a
) f$ w. F7 s- n0 R5 ]+ fSeries — Restrictions on Dividends and Retirement of Shares’’, on. F }4 O% ^0 l# _! a
February 25, 2014 and on February 25 every five years thereafter, on not* ?+ c6 r) e3 H2 [! Z1 g
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any( t& A7 P# |9 Y5 B( z. h
part of the then outstanding Preferred Shares Series 18, at the Bank’s option1 V( L1 w: H# x4 ?
without the consent of the holder, by the payment of an amount in cash for
6 ]) U! x/ O; _0 |each such share so redeemed of $25.00 together with all declared and unpaid8 Y+ ?: A5 }" W
dividends to the date fixed for redemption.9 z" n5 g$ h0 F. k& m6 u
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
5 Y- o- M: d2 ~/ Y( h6 ^( gShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
7 b3 Q `5 h" zthe right, at their option, to convert, on February 25, 2014 and on6 c/ e7 b' Y3 Y) p8 K. \/ `3 N
S-4
$ j7 K3 ?, S" ?' [ }# r; W- ]February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
I, S1 f$ v% x0 O, hor all of their Preferred Shares Series 18 into an equal number of Preferred
. ]% M' K; l' CShares Series 19 upon giving to the Bank notice thereof not earlier than
: B# u* o- D9 |6 z$ u( ]30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
5 V! B* G0 t( i9 R+ zpreceding, a Series 18 Conversion Date.4 @9 z0 [6 V0 f* Y
Automatic Conversion If the Bank determines, after having taken into account all shares tendered C0 y' g$ n% ?5 I2 i
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares; W( F( x- s* ^. X9 F; G
Series 19, as the case may be, that there would be outstanding on such
6 j- c5 G8 @& I( m" rSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
0 X6 x% i& L/ ~' f6 h3 A, bsuch remaining number of Preferred Shares Series 18 will automatically be, W- o- r3 E ]) t% j
converted on such Series 18 Conversion Date into an equal number of
1 M4 k5 M W8 ~" y% _5 g- N- aPreferred Shares Series 19. Additionally, if the Bank determines that, after
7 l2 j, h' b$ [5 q0 \conversion, there would be outstanding on such Series 18 Conversion Date# @, {% D8 o" e8 H' r/ E* B
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
. D# n! L% }' z. T2 @: o6 PSeries 18 will be converted into Preferred Shares Series 19.9 x. D4 d5 g! X* W5 {
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 I; |2 d* h+ L; P0 }: I( }( K
Series 18 will not be entitled as such to receive notice of, attend, or vote at,) P) A& ]( Y* ~1 {1 h
any meeting of the shareholders of the Bank unless and until the first time at- ^& p1 S7 ]0 V/ q' F+ R5 M/ U* E
which the Board of Directors has not declared the whole dividend on the
+ Y' s' G& e1 b8 I( e+ G% YPreferred Shares Series 18 in any quarter. In that event, subject as
+ ]* I: z( h. ohereinafter provided, the holders of Preferred Shares Series 18 will be5 M/ d) U4 v) d, _5 S1 G
entitled to receive notice of, and to attend, meetings of shareholders at which- f& S* v; s2 c1 O$ x, G/ Q
directors of the Bank are to be elected and will be entitled to one vote for
+ C, p& \, L6 V. m8 keach Preferred Share Series 18 held. The voting rights of the holders of the
$ Q, Y. y% O( o+ {1 dPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
3 U! t6 T, P- f; qthe first dividend on the Preferred Shares Series 18 to which the holders are
' p' v( o8 I. C" q& s( X# qentitled thereunder subsequent to the time such voting rights first arose until/ w1 }8 e A/ R* _9 i4 k
such time as the Bank may again fail to declare the whole dividend on the
% H8 ^; X. [+ p0 G- LPreferred Shares Series 18 in respect of any quarter, in which event such1 o6 Z+ N7 z% M4 s' P
voting rights will become effective again and so on from time to time.
, O& ?. }9 F' \ B/ e/ GPrincipal Characteristics of the Preferred Shares Series 19
: ~8 j, X0 _* u* ^) K; x E4 `; \& BDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
1 j' d4 v! R& M8 F8 c% ]floating rate non-cumulative preferential cash dividends, as and when; K' S4 p4 o9 O5 b0 I) T" K
declared by the Board of Directors, subject to the provisions of the Bank Act,
3 z4 r3 P! w. ]0 V1 [ w0 \payable quarterly on the 25th day of February, May, August and November) l: n# f) A6 Q3 x- M
in each year, in the amount per share determined by multiplying the @: m! p0 p" |
applicable Quarterly Floating Dividend Rate by $25.00., W& C: W- D- j- N7 a0 Q3 q
On the 30th day prior to the commencement of the initial quarterly dividend
6 K P# Z6 ?- Q, Z, k, Mperiod beginning on February 25, 2014, and on the 30th day prior to the first& I/ R4 l. K8 k! w
day of each subsequent quarterly dividend period (the initial quarterly
4 o- h6 h+ s, wdividend period and each subsequent quarterly dividend period is referred to
0 @6 X5 r3 Q6 U5 V0 t7 F* ]/ cas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the4 j& S8 L1 H- f, H2 O
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate) K7 O5 r1 l5 O% i! J! C
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
9 e2 x& L. `' P( d6 w; k& rT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days9 z" f9 P- Z( J2 T9 g+ p
elapsed in the applicable Quarterly Floating Rate Period divided by 365)* y# p# R$ i& g, {5 l& t) J9 P9 Y
determined on the 30th day prior to the first day of the applicable Quarterly$ @9 H$ c& N" L
Floating Rate Period.
2 A0 ?) N' o& J0 A* h( BS-5
! i) u0 K9 ]; @. J) MIf the Board of Directors does not declare a dividend, or any part thereof, on( ?% K4 o( D: Q0 k1 M3 @5 B
the Preferred Shares Series 19 on or before the dividend payment date for a
( u7 N' o5 d9 ?6 Rparticular quarter, then the entitlement of the holders of the Preferred7 ^6 c" S) c7 [, [* j2 T5 Y
Shares Series 19 to receive such dividend, or to any part thereof, for such1 ~' b3 [3 o2 W" ~3 C
quarter will be forever extinguished.! y) a4 e @; N4 ~
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the# h: e9 O. J/ G2 c4 n& @- ?# E( o/ s: E
Superintendent and to the provisions described below under the heading4 Y- A5 l$ n6 V& j. m
‘‘Details of the Offering — Certain Provisions of the Preferred Shares! z" W" l. a" y3 R* l2 S
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’, ^( ^4 Y. p! l* a
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all, {- a v9 O- P- u
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
; v1 B0 q( K: m' G: coption without the consent of the holder, by the payment of an amount in& a5 _ Z3 k/ p* w2 U% A+ v
cash for each such share so redeemed of (i) $25.00 together with all declared
; a$ r A! e1 Land unpaid dividends to the date fixed for redemption in the case of
9 k7 H5 d. C4 j+ b, S9 ?4 Xredemptions on February 25, 2019 and on February 25 every five years
6 H/ i/ G6 q/ n$ v4 @4 vthereafter, or (ii) $25.50 together with all declared and unpaid dividends to2 [% K, L4 c9 c
the date fixed for redemption in the case of redemptions on any other date6 W: t" H( \ g( }' x2 |! s6 w
on or after February 25, 2014.0 y1 y5 q8 v. f& Q. j
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic: [+ q, x6 a. G8 L) m
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
9 Y- f! w8 ~1 F$ w' Q( @the right, at their option, to convert, on February 25, 2019 and on% K- z. j. b Y+ Y6 A
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
& h* W! |9 J) t% g. Z( V* Qor all of their Preferred Shares Series 19 into an equal number of Preferred
# X& D; v1 y# g; C7 H3 d5 L8 TShares Series 18 upon giving to the Bank written notice thereof not earlier
8 ]' {1 ]$ [# F; o0 _5 H2 d, Y& rthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the% c/ D# a9 ` }: c6 K
15th day preceding, a Series 19 Conversion Date.9 L. N1 {. b8 }* g
Automatic Conversion If the Bank determines, after having taken into account all shares tendered; @) @: q9 N$ a* f8 h3 @# |& T7 O" A
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
) M+ T F m' l% O5 J# RSeries 18, as the case may be, that there would be outstanding on such
W1 X: s: \6 kSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,: y$ O4 Q! |+ m8 {2 {3 I
such remaining number of Preferred Shares Series 19 will automatically be1 z! X, E- T4 K( g/ @
converted on such Series 19 Conversion Date into an equal number of
; `6 L# u5 x2 ` b! o- Z/ K* K; PPreferred Shares Series 18. Additionally, if the Bank determines that, after
0 q# p; Z$ B7 e6 N: b9 sconversion, there would be outstanding on such Series 19 Conversion Date$ \4 _3 v: H& [" i' x' a. ~/ E. t
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares$ @& @8 K" J% n
Series 19 will be converted into Preferred Shares Series 18.; e* Z3 D2 t; a
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares) J! v m& Z* O: I/ A
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
8 i3 \5 [& N" R5 x: Pany meeting of the shareholders of the Bank unless and until the first time at6 i- S/ o6 U2 J9 a( d
which the Board of Directors has not declared the whole dividend on the
' I: ~/ i" N5 C8 G* u8 VPreferred Shares Series 19 in any quarter. In that event, subject as* ]3 R2 f. Y$ w
hereinafter provided, the holders of Preferred Shares Series 19 will be
& X3 M* }) B- X5 y9 j8 `entitled to receive notice of, and to attend, meetings of shareholders at which
5 e) ~4 B$ G% V1 U7 j" _! `directors of the Bank are to be elected and will be entitled to one vote for7 q1 w: ^0 i" o2 ?0 q/ W
each Preferred Share Series 19 held. The voting rights of the holders of the8 _, G, k( L# f( f% z
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of( Q. q: \1 w, p
the first dividend on the Preferred Shares Series 19 to which the holders are/ Z# W# } E; ~
entitled thereunder subsequent to the time such voting rights first arose until0 M8 s2 a2 J, S+ ]% D0 O
such time as the Bank may again fail to declare the whole dividend on the4 N: |2 X# K: C" F- m# z
Preferred Shares Series 19 in respect of any quarter, in which event such
+ n1 W# A) ]* ivoting rights will become effective again and so on from time to time.8 c2 g8 D9 s1 h) h n' o7 U
S-6
9 D" l% A9 _. w1 [Priority: The preferred shares of each series of the Bank will rank on a parity with9 l! K& f6 p$ d; F6 {
every other series and are entitled to preference over the common shares of) @6 u8 @$ S/ o1 K- z1 W3 U- X
the Bank and over any other shares of the Bank ranking junior to the
9 A+ \ m+ j) E @7 _# X x0 W6 I* Rpreferred shares with respect to the payment of dividends and upon any# \8 Q; Z/ W; X5 G" p( L
distribution of assets in the event of the liquidation, dissolution or% P# B; L [4 O L) d
winding-up of the Bank.
, I* n$ x% t0 n! ^$ Y7 \' P" NTax on Preferred Share The Bank will elect, in the manner and within the time provided under
4 J2 Y d: Y7 x, l5 d6 y( aDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares! f& U$ |. @1 l; B5 X. b
Series 18 and Preferred Shares Series 19 will not be required to pay tax on* q9 c$ M0 f0 |* N. n% P( X
dividends received on such shares under Part IV.1 of such Act. |
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