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发表于 2008-11-29 16:58
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下面是BMO的:1 C& ^- D N y; f0 Q: T1 M& K
SUMMARY OF THE OFFERING
0 u5 H8 w& n8 J. x+ f* LThis 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’’.- h$ U8 I1 u) o% i+ a( ^
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
; S# S- e/ `+ R3 C; h5 J6 mAmount: $150,000,000 (6,000,000 shares).4 W* G* M B& g& L: h
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
* Y9 U4 s* w H3 b7 h: Y! g$ _- wPrincipal Characteristics of the Preferred Shares Series 18
' `0 _3 s) L! Z \; eDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
6 ~4 E: b7 Y. B6 {% z6 e5 Znon-cumulative preferential cash dividends, as and when declared by the4 _- j! @) Z9 u- q+ A% u, F
Board of Directors, subject to the provisions of the Bank Act, for the initial
+ \ d0 H0 i, e7 lperiod commencing on the closing date and ending on and including( g( y# ^0 W* a) Y1 g
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the* C O- q+ H: t4 p9 }% O4 i7 U
25th day of February, May, August and November in each year, at a rate
( g# z$ q- e$ q; h1 uequal to $0.40625 per share. The initial dividend, if declared, will be payable/ n5 a$ O5 `: c$ \; m; J D
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing; G8 T5 N. Y7 ~9 b' D
date of December 11, 2008.5 B$ m V! [5 e. I H' V* D% H+ G
For each five-year period after the Initial Fixed Rate Period (each, a
8 @( O- W7 M5 S$ S. h2 B4 ?: x: H‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
0 R; m( M3 ^/ @, E/ R @3 P) |Series 18 will be entitled to receive fixed non-cumulative preferential cash
1 t3 t) E8 {- Ydividends, as and when declared by the Board of Directors, subject to the
* }+ @: t5 w/ O& V L# cprovisions of the Bank Act, payable quarterly on the 25th day of February,
$ w! o( o" u2 N# `7 BMay, August and November in each year, in the amount per share per annum
% Q- E$ O+ o0 A( e2 ^& z7 R) o) kdetermined by multiplying the Annual Fixed Dividend Rate applicable to
. L- P% m7 ?- _8 T4 V% D- d4 {such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
& s2 \. v6 o2 L0 T/ RRate for the ensuing Subsequent Fixed Rate Period will be determined by the
% d: N" [/ f* Q, B6 ^+ ]Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day" R6 G9 Y( ?, ]1 Y
of such Subsequent Fixed Rate Period and will be equal to the sum of the2 d& ~: W: |0 x
Government of Canada Yield on the applicable Fixed Rate Calculation Date
$ l/ E- M w( T4 p% v) L1 y, vplus 3.83%.* B7 Z5 ]! @, a) u
If the Board of Directors does not declare a dividend, or any part thereof, on2 z. N$ g5 j# V& P3 Q
the Preferred Shares Series 18 on or before the dividend payment date for a
N" [9 t& c( Z! ]9 Z, j2 G# p$ Rparticular quarter, then the entitlement of the holders of the Preferred: [( }) [" r3 e+ k+ W
Shares Series 18 to receive such dividend, or to any part thereof, for such
" M8 n" ^# a0 e2 S' z' kquarter will be forever extinguished.5 T, H! \; y2 j; o* M
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
4 W( A+ d- A& ySuperintendent and to the provisions described below under ‘‘Details of the; ]7 h* P0 {/ d; E
Offering — Certain Provisions of the Preferred Shares Series 18 as a
6 C( C. J3 _. MSeries — Restrictions on Dividends and Retirement of Shares’’, on" G/ N9 s) x! Q, a; x1 H
February 25, 2014 and on February 25 every five years thereafter, on not2 c3 v6 _% T: t2 y2 h
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any6 d7 ? ?$ n7 C) Z6 N
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
# z' e5 V& w# z8 g! L' P, ewithout the consent of the holder, by the payment of an amount in cash for
6 H/ w9 O2 U( p8 L" ^" F/ W" leach such share so redeemed of $25.00 together with all declared and unpaid
B5 K- h% d! H/ L$ {dividends to the date fixed for redemption.
. m# R- N0 R0 |2 kConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic" g8 T- X$ L( z1 y& e$ i2 a
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
8 i }; n1 g& f5 p, x; p$ p7 H; Bthe right, at their option, to convert, on February 25, 2014 and on1 E$ N0 M8 t' Y9 [
S-4
6 h6 Q/ [9 `- a* k* DFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any5 t& F; H( Z, w0 T4 {8 }
or all of their Preferred Shares Series 18 into an equal number of Preferred& M# b# p9 [5 f7 t0 T! H5 Y3 w2 n
Shares Series 19 upon giving to the Bank notice thereof not earlier than( `0 c! e- ]1 u9 }6 q
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
* X* f- f! }+ J5 vpreceding, a Series 18 Conversion Date.
6 _* L( |- j. H, H6 {Automatic Conversion If the Bank determines, after having taken into account all shares tendered9 o ]. P3 X4 U
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares- Q* {9 n5 @& Z( J" f0 D
Series 19, as the case may be, that there would be outstanding on such
. m+ ?- c* `( ^+ q; USeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,) I/ C3 H. F& k2 b
such remaining number of Preferred Shares Series 18 will automatically be0 R [, _% s6 \9 H
converted on such Series 18 Conversion Date into an equal number of
4 U' \9 h" e- F) d4 [2 s( oPreferred Shares Series 19. Additionally, if the Bank determines that, after7 O3 q! I( f+ D. `. S
conversion, there would be outstanding on such Series 18 Conversion Date
, m0 T3 Y% i! _7 v0 |1 jless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
- r5 x5 k" T0 {! H" h: YSeries 18 will be converted into Preferred Shares Series 19.* ~8 N% J, `+ o3 R! P6 Z( Z
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares% \9 L k% t# p8 s9 D4 O- b/ F+ U, ^
Series 18 will not be entitled as such to receive notice of, attend, or vote at,0 k. r" ]$ \% f0 I, A, E7 {5 w* J
any meeting of the shareholders of the Bank unless and until the first time at
1 I- a9 ~$ |9 V5 l( Jwhich the Board of Directors has not declared the whole dividend on the, J' D/ T# \) m/ A
Preferred Shares Series 18 in any quarter. In that event, subject as% i( g; O) d- `3 ^6 w( U& ^! S
hereinafter provided, the holders of Preferred Shares Series 18 will be$ w. @/ p1 r8 v
entitled to receive notice of, and to attend, meetings of shareholders at which$ V; F k4 H1 d A
directors of the Bank are to be elected and will be entitled to one vote for
, w6 s, z6 U- \" O3 m: \1 _; a1 j+ Leach Preferred Share Series 18 held. The voting rights of the holders of the
! r. Q/ a/ o% TPreferred Shares Series 18 will forthwith cease upon payment by the Bank of8 ~& s$ P2 @$ t$ M
the first dividend on the Preferred Shares Series 18 to which the holders are
$ o ? V# `1 a8 ^: k- S* xentitled thereunder subsequent to the time such voting rights first arose until
, v0 z- o$ O0 I& d! S6 K$ ssuch time as the Bank may again fail to declare the whole dividend on the
0 x/ B* O5 e# I2 Z- ]Preferred Shares Series 18 in respect of any quarter, in which event such1 L q: c. S0 B! R2 G
voting rights will become effective again and so on from time to time.
. Q. \) Z) z: M! V( ZPrincipal Characteristics of the Preferred Shares Series 19: Q4 s Y% C2 V8 k
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
5 G# |# t& K! } j3 A8 b/ {5 Efloating rate non-cumulative preferential cash dividends, as and when
' O: `0 ^, M d0 odeclared by the Board of Directors, subject to the provisions of the Bank Act,# q' l- H9 c& E- D, W
payable quarterly on the 25th day of February, May, August and November
4 `( u* R9 q$ u) u1 H! d( o( M# ~in each year, in the amount per share determined by multiplying the
6 y0 u) X: `( z. D7 _applicable Quarterly Floating Dividend Rate by $25.00.
$ n% q6 w; B% ]: i2 rOn the 30th day prior to the commencement of the initial quarterly dividend7 [! y2 n) h- I* I* {$ {! `
period beginning on February 25, 2014, and on the 30th day prior to the first
3 h. N" G* T/ q1 {day of each subsequent quarterly dividend period (the initial quarterly
+ Z1 L4 b+ i! I @dividend period and each subsequent quarterly dividend period is referred to" l5 T( z/ ?4 B, j- v9 @" n
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the& I: C4 l2 u7 T7 s9 X" j
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate4 `' P1 P" H* L8 b
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
: _# Q( r1 ~' d/ ^1 G4 j- PT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days4 d! w% }( Q, f0 A9 s' a$ l$ K
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
3 C) i& ]1 O: G8 V1 Z0 adetermined on the 30th day prior to the first day of the applicable Quarterly
* w: \: H( N8 z+ d. z. V) NFloating Rate Period.
) V, c: J; ^- n7 _2 R" zS-5
% r2 m; `. l: u) n5 K0 ^! eIf the Board of Directors does not declare a dividend, or any part thereof, on7 h0 \+ F! \* L8 T0 Y" l4 \% F! s" d
the Preferred Shares Series 19 on or before the dividend payment date for a$ V' r3 g9 R; w- u- R, f8 e& G) v
particular quarter, then the entitlement of the holders of the Preferred- A. P! x9 Q; m& I$ p1 d
Shares Series 19 to receive such dividend, or to any part thereof, for such- w( I# J% q" }5 F
quarter will be forever extinguished.3 H! K) q# Y5 F8 T- E
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the" Q, A2 o7 z6 u$ N9 b& Y4 |$ v
Superintendent and to the provisions described below under the heading; ?4 I: U; a% S
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
( a T( u! i, V! I8 [; z1 L8 ?4 D2 RSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
- Z4 Z& W4 o2 h0 v( zon not more than 60 nor less than 30 days’ notice, the Bank may redeem all4 k' l" A4 i {
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s J4 b$ c" N; `7 C& \, H7 K
option without the consent of the holder, by the payment of an amount in
8 o/ t7 O7 V4 x0 ]( O; K) l" Ocash for each such share so redeemed of (i) $25.00 together with all declared
2 y+ ~& n" N* D; Q* Vand unpaid dividends to the date fixed for redemption in the case of1 t$ j: U' q- H% M7 t5 O9 V% A
redemptions on February 25, 2019 and on February 25 every five years+ V; L, O0 F3 ^2 G+ m
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
; R7 E8 D3 G8 `- W; ^the date fixed for redemption in the case of redemptions on any other date
1 d5 _! S) ?' u/ F4 C# Ton or after February 25, 2014.
9 V9 Q# ?* k" Q3 xConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic1 R6 v) _& l3 `9 f' @, `4 B
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have$ |9 N6 R, i/ ^, e
the right, at their option, to convert, on February 25, 2019 and on+ M( Z. m6 h5 v% g3 s- k4 X' {4 \; \
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any6 ]( H: C' V# I- Z9 J+ h z& d
or all of their Preferred Shares Series 19 into an equal number of Preferred
! j. j" ?6 p+ H5 Z# s( O3 a& EShares Series 18 upon giving to the Bank written notice thereof not earlier/ p$ k# F ]. m: m% _* ?8 H
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
$ p0 `! h2 v6 h* Y( X- B15th day preceding, a Series 19 Conversion Date.& A6 y1 i7 z& w. w+ L j* |3 z$ p
Automatic Conversion If the Bank determines, after having taken into account all shares tendered) @+ z* r* x* D4 R
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
* w% ]3 H0 e2 }% FSeries 18, as the case may be, that there would be outstanding on such; q4 Z# u% ^# @9 |" Z
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,! W% V3 Y, [" j1 B [/ n& } h. t
such remaining number of Preferred Shares Series 19 will automatically be- n/ Y: ?4 O: ?4 z
converted on such Series 19 Conversion Date into an equal number of
c- @' U9 G; u8 ]1 ?# e* aPreferred Shares Series 18. Additionally, if the Bank determines that, after! ] `0 O: e P
conversion, there would be outstanding on such Series 19 Conversion Date
+ U6 w9 H9 d- f9 c! M8 Y5 ^less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares4 i. @* N( G* ?1 z1 q+ Z
Series 19 will be converted into Preferred Shares Series 18.
4 B2 i( T1 D+ K* Q: F8 wVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
R, l; L/ n+ [: V6 Y) HSeries 19 will not be entitled as such to receive notice of, attend, or vote at,$ R6 H/ V% `3 f' s
any meeting of the shareholders of the Bank unless and until the first time at
. d! o- f/ V: o8 p, ]which the Board of Directors has not declared the whole dividend on the0 m& F" [6 s1 a. H y! v* B
Preferred Shares Series 19 in any quarter. In that event, subject as) [ S& q0 Q1 T3 b1 a% S
hereinafter provided, the holders of Preferred Shares Series 19 will be7 ]" a1 w! u- G' h- t
entitled to receive notice of, and to attend, meetings of shareholders at which9 G1 M1 w6 }$ M2 D5 Z0 }& ?% B
directors of the Bank are to be elected and will be entitled to one vote for
. o/ X6 H& [# b c# leach Preferred Share Series 19 held. The voting rights of the holders of the
# \" ] ]1 @4 I; T+ k) g+ hPreferred Shares Series 19 will forthwith cease upon payment by the Bank of3 [1 w. u, V1 Y9 x2 G0 Y6 R, u, m( j
the first dividend on the Preferred Shares Series 19 to which the holders are
% n1 j. [. T% E0 x S, S2 Z8 Aentitled thereunder subsequent to the time such voting rights first arose until
* t- Y! x# p, C* Q' K. hsuch time as the Bank may again fail to declare the whole dividend on the/ J9 W6 i% J y9 G- T$ a2 s
Preferred Shares Series 19 in respect of any quarter, in which event such- `/ S! C. s& J1 r. m: G
voting rights will become effective again and so on from time to time.
, I7 U! C" i: S0 b8 `' uS-6
+ x* ]% _: X8 U/ Z6 `( h: OPriority: The preferred shares of each series of the Bank will rank on a parity with: ?5 a6 P" } d6 H) i5 U) \
every other series and are entitled to preference over the common shares of2 K" J( Y. e {. n
the Bank and over any other shares of the Bank ranking junior to the$ ?$ w5 I6 K4 w4 i) S6 c
preferred shares with respect to the payment of dividends and upon any
% T& p$ b4 T! ^( a4 d, g( Y. Kdistribution of assets in the event of the liquidation, dissolution or9 t d% g6 H$ b6 d5 B& {/ c: \
winding-up of the Bank.
4 I& w: ?. m8 `1 eTax on Preferred Share The Bank will elect, in the manner and within the time provided under
5 J* }% [6 h; B" `2 E NDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares) r2 S4 o7 P; R
Series 18 and Preferred Shares Series 19 will not be required to pay tax on# W( R: W9 P3 [8 w) }2 E# C
dividends received on such shares under Part IV.1 of such Act. |
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