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发表于 2008-11-29 16:58
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下面是BMO的:7 ?& s& l7 m; q2 r* z0 U/ j
SUMMARY OF THE OFFERING
( S% }3 @, }- y* XThis 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’’.
) P; F5 {3 S2 P" f3 Y4 rIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
2 g6 @' c: R s, `% _# jAmount: $150,000,000 (6,000,000 shares).8 x0 [1 q1 d! q' ?$ s
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
, J) a' c7 A4 M( s! f( QPrincipal Characteristics of the Preferred Shares Series 185 H9 w( J5 y( I4 U& [
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed" _* }* Z! m% E
non-cumulative preferential cash dividends, as and when declared by the1 P' d/ W) F6 v
Board of Directors, subject to the provisions of the Bank Act, for the initial
. U0 i0 B$ q$ v2 Q% ^period commencing on the closing date and ending on and including" S2 q8 e* Q7 D9 U6 y( z7 i
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the2 H' j" i" q, X' }
25th day of February, May, August and November in each year, at a rate
% M5 r0 e2 X% i# B5 b0 Qequal to $0.40625 per share. The initial dividend, if declared, will be payable$ k+ U8 j$ o) `
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
# `/ S+ x( v: |: I. \8 `4 _6 ]& Xdate of December 11, 2008.* `" [. L5 J0 }# V1 x- v
For each five-year period after the Initial Fixed Rate Period (each, a- {3 @. B: F2 N2 m4 K$ ]: Z
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares9 W+ }8 r& i \. I! I( y a) p
Series 18 will be entitled to receive fixed non-cumulative preferential cash
' {9 k: h: j) r; V5 x3 J$ Gdividends, as and when declared by the Board of Directors, subject to the
C/ ^6 O/ o( X7 R# K/ d' Q; `2 Pprovisions of the Bank Act, payable quarterly on the 25th day of February,2 X! k' l9 N, T
May, August and November in each year, in the amount per share per annum
& B0 K& h9 C8 l) |5 t1 Q3 fdetermined by multiplying the Annual Fixed Dividend Rate applicable to' I& k/ b( D% v' P& a& F& V
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend2 N' ?) ]; B4 M Q4 R" y' \; S
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
& K+ i- p* S& M9 l% A4 L( f0 x1 OBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
5 w( S/ K i( gof such Subsequent Fixed Rate Period and will be equal to the sum of the6 @0 s: @2 u4 I0 Y
Government of Canada Yield on the applicable Fixed Rate Calculation Date2 ~9 f; S+ |: @, P
plus 3.83%.
3 ] i, k& b6 `0 y9 O- K$ v. ]If the Board of Directors does not declare a dividend, or any part thereof, on
0 o1 T% Q. U7 H6 a& Y N' Ethe Preferred Shares Series 18 on or before the dividend payment date for a$ i5 L" o6 }- G. Q! b, J7 _
particular quarter, then the entitlement of the holders of the Preferred I# @7 {0 R- H G
Shares Series 18 to receive such dividend, or to any part thereof, for such
9 t5 f7 p! g2 b7 x3 c* P# [- Tquarter will be forever extinguished.
1 ^1 e$ w' @$ ~- PRedemption: Subject to the provisions of the Bank Act and to the prior consent of the2 w% F# i4 ^6 e; A4 n' A
Superintendent and to the provisions described below under ‘‘Details of the3 o8 Y! B# z$ T
Offering — Certain Provisions of the Preferred Shares Series 18 as a
7 `$ F; e( d! h. p$ `0 p- VSeries — Restrictions on Dividends and Retirement of Shares’’, on
) Z; h& l5 K( r3 x2 V5 FFebruary 25, 2014 and on February 25 every five years thereafter, on not& g6 K: g5 X8 W W! p" A/ m
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
/ m9 [3 t& g3 v1 P4 Npart of the then outstanding Preferred Shares Series 18, at the Bank’s option+ f- k+ h/ c5 X2 c' l
without the consent of the holder, by the payment of an amount in cash for7 j0 k/ L- \7 N% ^# @% v1 s* {
each such share so redeemed of $25.00 together with all declared and unpaid
K0 ^5 V5 i' mdividends to the date fixed for redemption.
$ ?( r- V4 U" j9 \Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic) |2 t0 k6 B" u2 z- ?$ i
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have$ I3 Q, J1 t$ x% h
the right, at their option, to convert, on February 25, 2014 and on$ e7 C, R. w/ }/ @' z: b
S-4* C6 s/ Y5 A( }, U$ t1 v3 U. L- `) F
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any! D5 U7 C. w# P$ |$ O" R0 ], o
or all of their Preferred Shares Series 18 into an equal number of Preferred
, W/ m0 D: {5 W' F _Shares Series 19 upon giving to the Bank notice thereof not earlier than
, M6 q3 j4 m- g3 M: o30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day+ n. i# P! [5 q$ O! Z/ B% @! O
preceding, a Series 18 Conversion Date.
$ ^0 p* r. H' Q- i$ E. PAutomatic Conversion If the Bank determines, after having taken into account all shares tendered/ z, J5 {; S& z" ?$ v m
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
# u& @4 G' c% S8 M. _Series 19, as the case may be, that there would be outstanding on such
6 x+ Q1 b3 [1 R% D: u0 j! OSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,/ m) ]; X9 q0 }
such remaining number of Preferred Shares Series 18 will automatically be
: v9 ?: {' r* V8 |8 B# A. bconverted on such Series 18 Conversion Date into an equal number of% ?6 P0 g. j1 `7 Q$ S+ q
Preferred Shares Series 19. Additionally, if the Bank determines that, after0 l2 z' x# X$ P( \1 k6 R0 s8 M
conversion, there would be outstanding on such Series 18 Conversion Date! X) N" I* @4 A3 n' Q- q2 P6 |8 e
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares% T* q- @% g9 H
Series 18 will be converted into Preferred Shares Series 19.
. C/ {+ b3 F! Y5 D- i2 |Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 ?) f7 ?- W" a/ |Series 18 will not be entitled as such to receive notice of, attend, or vote at, m5 G, D1 [7 G- N5 P0 j' z& i
any meeting of the shareholders of the Bank unless and until the first time at# R% B2 u/ v# x7 s
which the Board of Directors has not declared the whole dividend on the: |3 E- h9 R, I& h3 p
Preferred Shares Series 18 in any quarter. In that event, subject as
& ^9 o6 F1 c7 w4 n. v ^4 _hereinafter provided, the holders of Preferred Shares Series 18 will be/ `4 |' B% \. N/ _7 n& _
entitled to receive notice of, and to attend, meetings of shareholders at which1 D6 M9 t: a0 w7 l+ P
directors of the Bank are to be elected and will be entitled to one vote for% V x" k2 \3 [$ T: x/ @: A; `
each Preferred Share Series 18 held. The voting rights of the holders of the
@) G# V9 o6 F+ CPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
+ t/ j9 a/ P' T5 X6 Z2 zthe first dividend on the Preferred Shares Series 18 to which the holders are0 s- u( o- d" \1 k
entitled thereunder subsequent to the time such voting rights first arose until7 _7 C$ a" M# S+ r5 }& {, D
such time as the Bank may again fail to declare the whole dividend on the" E! R' S! R x5 l& F, C
Preferred Shares Series 18 in respect of any quarter, in which event such, m- c: R+ E' R. W o0 U1 y5 K
voting rights will become effective again and so on from time to time.; t7 W' s9 M3 ?8 E& g, I4 c
Principal Characteristics of the Preferred Shares Series 19
. K! g# p0 `) N6 y- M, CDividends: The holders of the Preferred Shares Series 19 will be entitled to receive; o! P$ ^2 H& M2 r! a
floating rate non-cumulative preferential cash dividends, as and when2 S v8 T4 F d" C% D8 b
declared by the Board of Directors, subject to the provisions of the Bank Act,9 e9 _- C4 |) }% P+ S
payable quarterly on the 25th day of February, May, August and November! f: a/ z; d7 Q9 j( a6 \
in each year, in the amount per share determined by multiplying the
" Y' F) q! R Z) y& h: L6 L4 a# gapplicable Quarterly Floating Dividend Rate by $25.00.1 `/ {4 H* K3 ]( B
On the 30th day prior to the commencement of the initial quarterly dividend
$ F# g, Q9 G5 g! Bperiod beginning on February 25, 2014, and on the 30th day prior to the first
$ S; s4 m6 @0 w2 m% L ~day of each subsequent quarterly dividend period (the initial quarterly% E- L" D' ~9 G* G: Y
dividend period and each subsequent quarterly dividend period is referred to
" K3 G" q$ }) Q# _ Mas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
, U3 l7 j/ ^% h: E, HQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
, Y2 c1 ^, y8 d fPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
$ Q6 k8 O+ H# ?3 v# ^) E& N6 HT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
/ R. C, @$ F0 ?1 lelapsed in the applicable Quarterly Floating Rate Period divided by 365)
& `* ]6 R% u+ r* p; U) Wdetermined on the 30th day prior to the first day of the applicable Quarterly
7 i. a: H" J" |( |: ` A3 IFloating Rate Period.- U( e* ~ A3 h' u/ O. b
S-5" M1 R' h! Q! v5 ?
If the Board of Directors does not declare a dividend, or any part thereof, on* f$ u* D H8 }$ N. D
the Preferred Shares Series 19 on or before the dividend payment date for a- ~* S$ T; P$ v+ @; ]9 y
particular quarter, then the entitlement of the holders of the Preferred% Z1 l4 N9 t: o& _1 [* A4 M
Shares Series 19 to receive such dividend, or to any part thereof, for such- Z2 D- i n( M
quarter will be forever extinguished.
* l9 G9 X1 L% v4 F8 p$ E7 YRedemption: Subject to the provisions of the Bank Act and to the prior consent of the8 F+ u$ F/ \0 ~
Superintendent and to the provisions described below under the heading- D6 w5 w, C4 Y$ @* g
‘‘Details of the Offering — Certain Provisions of the Preferred Shares$ I' d8 L: E/ g" E& T# N! ~+ f
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,2 ^6 u1 F* T1 w, ]
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
5 s0 X1 _# b& W8 r& yor any part of the then outstanding Preferred Shares Series 19, at the Bank’s$ c5 a, q- h+ S. D W$ q
option without the consent of the holder, by the payment of an amount in
1 k% {4 j; T, ^4 C) ncash for each such share so redeemed of (i) $25.00 together with all declared
9 r9 @. D) B& `8 p$ U1 G4 ?! eand unpaid dividends to the date fixed for redemption in the case of
2 P; H4 P6 X8 b) `/ }1 ?$ Dredemptions on February 25, 2019 and on February 25 every five years$ n% k7 r" B1 R, n# ^
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to' A: {% }3 z& u8 d+ Y5 t7 a( A0 o' B) n
the date fixed for redemption in the case of redemptions on any other date% T9 S6 }: G% X/ u% w8 J; z7 q, e
on or after February 25, 2014.
# l6 ]; @8 t7 @* X5 ?Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
3 d: Y$ v8 K+ A, G" sShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
/ h, {! j; g8 \5 l. Z1 ]) zthe right, at their option, to convert, on February 25, 2019 and on
" J5 b6 s5 N' d/ r# q/ [% M# uFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any7 z% R$ }0 z0 H$ ^0 W6 D6 u
or all of their Preferred Shares Series 19 into an equal number of Preferred
2 r$ [$ k/ l1 }* v0 e) W# c YShares Series 18 upon giving to the Bank written notice thereof not earlier- [3 f0 X+ T4 e2 z/ v, y
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
$ c: G7 I5 u' ~15th day preceding, a Series 19 Conversion Date.; e& `9 ^0 e2 r# g
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
6 @, f/ m5 B5 S6 a! z" Y- sProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares/ j" W; g% D! M6 Y( z7 c6 s( ?6 S
Series 18, as the case may be, that there would be outstanding on such
" @% |: l1 K- PSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,- D9 L, f- N- S
such remaining number of Preferred Shares Series 19 will automatically be3 y1 v C8 f! J9 ~: V- k' l
converted on such Series 19 Conversion Date into an equal number of# {. }$ h' W& }8 ]2 t
Preferred Shares Series 18. Additionally, if the Bank determines that, after
7 h! C7 m/ H$ @conversion, there would be outstanding on such Series 19 Conversion Date
) B$ N9 N4 c3 Z: L7 Z/ _4 fless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
, ?0 s# t- x; WSeries 19 will be converted into Preferred Shares Series 18.1 i9 L5 ~( Y2 H$ V
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares# l% Z2 d' C, `) f6 b, m9 {# {# ^5 y
Series 19 will not be entitled as such to receive notice of, attend, or vote at,, p, ]2 s5 B: r) F8 c$ ]& i
any meeting of the shareholders of the Bank unless and until the first time at
4 X$ W7 {; H0 Swhich the Board of Directors has not declared the whole dividend on the
/ \% @1 [/ d4 p3 e7 ~; fPreferred Shares Series 19 in any quarter. In that event, subject as
B; p. l! s% ~0 Q0 t! r/ n8 y& phereinafter provided, the holders of Preferred Shares Series 19 will be
2 e9 e7 @5 R- h2 I- qentitled to receive notice of, and to attend, meetings of shareholders at which
- S& l- T; I9 E+ i) D8 Ddirectors of the Bank are to be elected and will be entitled to one vote for7 `+ l, R$ E- t$ k0 v0 s# a
each Preferred Share Series 19 held. The voting rights of the holders of the0 V8 R2 r3 j+ ~4 X& p
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
; Y& y( m' |& z3 ythe first dividend on the Preferred Shares Series 19 to which the holders are2 Y3 M3 X- S; A
entitled thereunder subsequent to the time such voting rights first arose until
h* V/ y( O9 q$ S4 Ksuch time as the Bank may again fail to declare the whole dividend on the( m* \9 E0 }& P( ]- A3 ]
Preferred Shares Series 19 in respect of any quarter, in which event such
* N3 G, M# |6 }voting rights will become effective again and so on from time to time.2 M. Q& D, r6 Z# O7 }% q* o
S-6
/ [: Q, h. L7 e, [8 U2 D$ }! l0 bPriority: The preferred shares of each series of the Bank will rank on a parity with5 M( T! y- b5 c. I% {2 F
every other series and are entitled to preference over the common shares of5 l* Y) Z* c& x( j5 L
the Bank and over any other shares of the Bank ranking junior to the) E% u! Y9 p- F. o: n4 n
preferred shares with respect to the payment of dividends and upon any
0 _/ E' B' N2 b$ y% {& ]distribution of assets in the event of the liquidation, dissolution or
8 q9 o: @5 ]. o+ U! o2 K$ D( u$ w/ zwinding-up of the Bank.
$ l$ G) q3 q4 a9 o( b- BTax on Preferred Share The Bank will elect, in the manner and within the time provided under
- K" m2 K: I% P3 ^& wDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
, F& v9 a. J$ F, r0 `4 ~9 ^Series 18 and Preferred Shares Series 19 will not be required to pay tax on
; z1 a+ Y/ Z9 K2 W1 K2 G* `7 ddividends received on such shares under Part IV.1 of such Act. |
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