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发表于 2008-11-29 16:58
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下面是BMO的:- k3 {" j* U1 i5 Y) w- [1 x& d1 C
SUMMARY OF THE OFFERING/ y0 W6 J; z/ @& R) P4 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’’.2 C+ k# `- Y* z2 R# y
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
2 J3 E1 q8 i) ~: L& OAmount: $150,000,000 (6,000,000 shares).
8 ]: f" w8 |( `; [) ~7 ?7 C9 Z" o, _: _Price and Yield: $25.00 per share to yield initially 6.50% per annum. T. d' M8 k8 x& p
Principal Characteristics of the Preferred Shares Series 18- h, v7 P7 w% N) C( Q* g, g U6 V
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
. I" |, I% [3 G' Z7 d( \. ?non-cumulative preferential cash dividends, as and when declared by the
8 N( M* f$ q+ Q5 O5 DBoard of Directors, subject to the provisions of the Bank Act, for the initial
3 A& H' P0 F& w5 y6 ^2 \' ~# d Lperiod commencing on the closing date and ending on and including8 B, c* W( W, ]2 ?) ?
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the% l3 Q# j( j8 d; V U
25th day of February, May, August and November in each year, at a rate
, E+ G0 B3 x5 E& t* m: dequal to $0.40625 per share. The initial dividend, if declared, will be payable
- L1 K8 w6 P: C) L. T$ W3 [% VMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing% c' Q+ ? u$ P. E+ x
date of December 11, 2008./ c8 ~3 m+ e0 G7 b. P7 v' V; Q0 m
For each five-year period after the Initial Fixed Rate Period (each, a
; j0 i: \- B4 K0 N5 ^1 }‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
% v: d+ P: \' ?4 f$ f& ^ M; y6 ?Series 18 will be entitled to receive fixed non-cumulative preferential cash" ~7 _4 o6 `6 B0 T; m) e, D
dividends, as and when declared by the Board of Directors, subject to the
- x1 A* O1 C2 X$ }3 pprovisions of the Bank Act, payable quarterly on the 25th day of February,/ t; |8 w8 a. ]0 X6 I2 H! X, c
May, August and November in each year, in the amount per share per annum) s7 z$ r" v8 a% E% |1 r
determined by multiplying the Annual Fixed Dividend Rate applicable to0 W" L# `9 z; s! }: I
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend3 O* Z0 m2 x$ W
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
, s0 J% M' z- i' m! VBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day/ m7 C. q; C8 s ]0 a/ U0 x
of such Subsequent Fixed Rate Period and will be equal to the sum of the' M- K5 r* |' O( {
Government of Canada Yield on the applicable Fixed Rate Calculation Date! R5 A5 P; [: E# ?1 ^ b$ W1 }
plus 3.83%.
: e' m8 I0 g: E$ KIf the Board of Directors does not declare a dividend, or any part thereof, on8 ^/ I' Z( F, ~& p" I1 H
the Preferred Shares Series 18 on or before the dividend payment date for a
9 ?5 n6 Q) J& _/ O9 ^particular quarter, then the entitlement of the holders of the Preferred
( H. r! A' h) T$ Z4 |: NShares Series 18 to receive such dividend, or to any part thereof, for such
; ^1 ]0 ^! n) p# P8 t+ Uquarter will be forever extinguished.
9 n' k" q L0 Q$ ^$ _5 jRedemption: Subject to the provisions of the Bank Act and to the prior consent of the! P, U( T6 |8 r- B! m6 B
Superintendent and to the provisions described below under ‘‘Details of the: Z. V& B7 V( a4 |7 Y6 t1 H
Offering — Certain Provisions of the Preferred Shares Series 18 as a8 ]* z- v) n% O* \* O1 d$ \+ _" E
Series — Restrictions on Dividends and Retirement of Shares’’, on: U$ q# V+ F6 N3 ?/ P5 f
February 25, 2014 and on February 25 every five years thereafter, on not
& q+ m/ `+ K6 a% @$ D/ N! H U& amore than 60 nor less than 30 days’ notice, the Bank may redeem all or any1 @3 {2 T; t5 w# E
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
6 c, l4 l8 t2 ^# Q1 Ewithout the consent of the holder, by the payment of an amount in cash for# N% V! C ]( j) |, T" J5 G3 |0 S
each such share so redeemed of $25.00 together with all declared and unpaid [4 h4 f, {; T
dividends to the date fixed for redemption.# m4 P7 s6 i' P: G. y
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic: |( `( R9 D* ]7 @$ B
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
9 g. z3 w0 M7 Athe right, at their option, to convert, on February 25, 2014 and on
2 y* y: ?* B# J( ~5 \ BS-4" k/ {- g, T& v$ I5 K0 G
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any0 w8 s; N Y+ O& r# A2 s; @9 O6 K
or all of their Preferred Shares Series 18 into an equal number of Preferred
( W, Q0 @' h$ L3 D* B# L$ o! bShares Series 19 upon giving to the Bank notice thereof not earlier than
) M0 G* N/ d v- N; ?- [30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
2 @" z% z: V- J/ L& h! U+ Wpreceding, a Series 18 Conversion Date.
$ ]$ Z, w1 `0 r+ Z) E4 NAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
; n; i: f: O# P8 C3 c3 z& MProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares; |2 ]% g; N9 D) n7 f5 U0 @; t
Series 19, as the case may be, that there would be outstanding on such3 \7 X9 N0 i4 U
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
- p8 W" z% B9 L6 a3 |5 ^such remaining number of Preferred Shares Series 18 will automatically be
# @# _# F- f4 i, ]0 _converted on such Series 18 Conversion Date into an equal number of
$ L& D( L, @& NPreferred Shares Series 19. Additionally, if the Bank determines that, after
/ L: X& t1 P3 g7 _. \% s, [4 i, Wconversion, there would be outstanding on such Series 18 Conversion Date1 a$ _- k. k( G6 p: I$ M. u8 P
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
% N, U! C& E% y! d; T2 e) HSeries 18 will be converted into Preferred Shares Series 19.
# n+ `' _* e$ ^, z- |Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares+ M' t3 G! ] m7 `: n
Series 18 will not be entitled as such to receive notice of, attend, or vote at,& b4 u) ?) _- e* y5 @# W
any meeting of the shareholders of the Bank unless and until the first time at' G' @8 e: l ?9 B7 X! U' j
which the Board of Directors has not declared the whole dividend on the
: m: J- u& n3 M: I4 ePreferred Shares Series 18 in any quarter. In that event, subject as
6 p# a4 y7 n/ e6 F/ o/ `hereinafter provided, the holders of Preferred Shares Series 18 will be
+ l% q; D ^( b) q/ k0 [' pentitled to receive notice of, and to attend, meetings of shareholders at which( c0 h* L. J- v5 A
directors of the Bank are to be elected and will be entitled to one vote for
3 q$ y A0 ^3 o9 Y$ P+ Leach Preferred Share Series 18 held. The voting rights of the holders of the" `5 P5 D) _+ w- c" |- N9 V. T
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
! Z; S; O9 k3 M9 S+ L+ W6 sthe first dividend on the Preferred Shares Series 18 to which the holders are
2 M! f. U- r1 r) P W; \! Uentitled thereunder subsequent to the time such voting rights first arose until+ ?( I: a" L. s; ]& } K9 b' G; I
such time as the Bank may again fail to declare the whole dividend on the
; i2 n" u) ]0 ], S6 i h# xPreferred Shares Series 18 in respect of any quarter, in which event such
: R- K* O. f$ o) {4 ~- [voting rights will become effective again and so on from time to time.
+ V1 I& w" [0 K! UPrincipal Characteristics of the Preferred Shares Series 19% e3 ?9 ~& ~! w! ?( r
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
# O: y5 [; [' [$ Efloating rate non-cumulative preferential cash dividends, as and when
$ o, \6 a- I j3 ~ Y2 i; C0 ]declared by the Board of Directors, subject to the provisions of the Bank Act,$ w' |; `5 ^" C9 V$ O
payable quarterly on the 25th day of February, May, August and November
# ~7 W( j9 K% t4 T4 M0 E* Kin each year, in the amount per share determined by multiplying the
- G8 N& K8 R' O% \0 g9 sapplicable Quarterly Floating Dividend Rate by $25.00.
& T( b$ n0 u8 t- EOn the 30th day prior to the commencement of the initial quarterly dividend' J' _9 P( P% V2 w8 E
period beginning on February 25, 2014, and on the 30th day prior to the first; t+ A$ M& @9 d1 p* @( m: ?
day of each subsequent quarterly dividend period (the initial quarterly
* o4 |0 Q9 A7 Ldividend period and each subsequent quarterly dividend period is referred to* _. \# }2 r3 k8 m
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the6 m* Z. Q, m- C i9 ]
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate+ i; k4 M( W3 l1 \( O9 q
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the* m! T! W. |# ^
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
. w7 g( S( P9 X1 X" J2 e" [% ]% Belapsed in the applicable Quarterly Floating Rate Period divided by 365)# A. \/ r% M( j* `# _
determined on the 30th day prior to the first day of the applicable Quarterly
, |2 D+ f4 P' s& U ]Floating Rate Period.4 v, y. O: ~0 _+ u1 V
S-5/ Z. r# y2 J4 [5 O$ t8 G' n' S
If the Board of Directors does not declare a dividend, or any part thereof, on
7 P0 Q" w( Y" Q5 ^the Preferred Shares Series 19 on or before the dividend payment date for a* T6 X# S7 U! Q K: l5 q% ~
particular quarter, then the entitlement of the holders of the Preferred6 ?# j( y% M4 ^$ R2 s/ F
Shares Series 19 to receive such dividend, or to any part thereof, for such
; l3 P% g7 J5 e" |; V4 m- q# squarter will be forever extinguished.
/ Q2 `6 C- g5 aRedemption: Subject to the provisions of the Bank Act and to the prior consent of the6 a8 L& R0 X* n' u2 n) u5 x
Superintendent and to the provisions described below under the heading* N, n0 W j" N6 i3 i5 @/ `
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
6 b u S5 S* G. x9 P9 rSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,+ I1 ~; t1 n- P8 E# g! B
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
% W* a# y+ o; K) [2 O; K' B4 Dor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
+ K- M3 U3 q" B) h. M/ i$ m8 n" hoption without the consent of the holder, by the payment of an amount in9 ^+ U$ ` ]; l, r2 r$ h0 W
cash for each such share so redeemed of (i) $25.00 together with all declared
1 i- m/ [2 p% [$ t: ]% p; Uand unpaid dividends to the date fixed for redemption in the case of* v6 g% h8 _3 v
redemptions on February 25, 2019 and on February 25 every five years
$ r! j/ g3 y; e. Uthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
& [7 V. ^* z, R* [0 P' R6 ~% bthe date fixed for redemption in the case of redemptions on any other date1 w. X- N, ]: B+ g
on or after February 25, 2014./ f6 R" |/ u/ h
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic8 m) ^: [, z3 a! X
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have/ @% i# j9 M* h+ Q
the right, at their option, to convert, on February 25, 2019 and on
5 ]8 d4 _6 L/ ^: Q% m3 _- k- kFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
0 ?4 x- S$ S& E: @3 f |or all of their Preferred Shares Series 19 into an equal number of Preferred
) j# T5 Z# n% W1 X: g( j; XShares Series 18 upon giving to the Bank written notice thereof not earlier
' ]& Z- m r# ~2 d% d! Tthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
7 g+ l$ h; r& N) j+ n15th day preceding, a Series 19 Conversion Date.
7 o6 \, u6 L' M/ k9 N1 UAutomatic Conversion If the Bank determines, after having taken into account all shares tendered* z R. {5 G0 m" R' A
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
. _* V4 `+ Q; [6 t7 T) g8 GSeries 18, as the case may be, that there would be outstanding on such
% y) @/ N+ v' l/ f8 B6 \Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,0 a. b* `. @; d& z- e# L z4 M, r
such remaining number of Preferred Shares Series 19 will automatically be6 O0 |+ g0 \& }, p$ X( B& H+ G
converted on such Series 19 Conversion Date into an equal number of: r- n' j2 e0 E9 M/ `
Preferred Shares Series 18. Additionally, if the Bank determines that, after. Y& }8 W& n2 J; v+ Q S
conversion, there would be outstanding on such Series 19 Conversion Date
. `$ p9 u- W2 r+ H9 J2 `less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares7 J1 k/ H0 U/ f7 ^) B% e$ k
Series 19 will be converted into Preferred Shares Series 18. g0 y( v% B( g$ B2 I& K
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 S/ I+ ]3 ]4 rSeries 19 will not be entitled as such to receive notice of, attend, or vote at,# f' |8 t2 \0 U% D1 y+ P
any meeting of the shareholders of the Bank unless and until the first time at& D/ F) k0 r }! Q+ ~8 D8 A
which the Board of Directors has not declared the whole dividend on the4 h- `) A8 U9 a/ {
Preferred Shares Series 19 in any quarter. In that event, subject as
5 Q: v! V( ?( n+ ehereinafter provided, the holders of Preferred Shares Series 19 will be
( U7 e7 U0 H3 Q) Sentitled to receive notice of, and to attend, meetings of shareholders at which
5 r! Y6 H% V( kdirectors of the Bank are to be elected and will be entitled to one vote for
; @5 w/ Z( C5 neach Preferred Share Series 19 held. The voting rights of the holders of the
2 q/ T3 L, q. a3 ^+ ?Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
, i* W d4 V! m( X) m; [the first dividend on the Preferred Shares Series 19 to which the holders are5 V5 A! S4 G7 G
entitled thereunder subsequent to the time such voting rights first arose until' }9 {+ q" g5 I. v1 y
such time as the Bank may again fail to declare the whole dividend on the% \( P; ^) } J7 F; ]3 t2 v
Preferred Shares Series 19 in respect of any quarter, in which event such9 F5 @2 f: a0 I: M( S; H
voting rights will become effective again and so on from time to time.6 |% f, y1 g' i
S-6
K) t" w7 Y Z& l( [Priority: The preferred shares of each series of the Bank will rank on a parity with; C: b4 ~* S/ I$ v! j" A1 }/ o7 L; x" B
every other series and are entitled to preference over the common shares of! d! o" j6 ]7 t
the Bank and over any other shares of the Bank ranking junior to the* }$ }8 j j& K' Q* k7 ~
preferred shares with respect to the payment of dividends and upon any
( `" l5 j2 {# n) pdistribution of assets in the event of the liquidation, dissolution or3 k5 L7 a( W* a" D/ n1 l* q3 H4 _& |
winding-up of the Bank.
9 p' j/ b9 X$ q( r5 jTax on Preferred Share The Bank will elect, in the manner and within the time provided under f# p' n/ {& T8 F& w
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares! ?6 H8 _! K7 | i; g
Series 18 and Preferred Shares Series 19 will not be required to pay tax on8 u- g+ g6 D$ R& h
dividends received on such shares under Part IV.1 of such Act. |
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