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发表于 2008-11-29 16:58
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下面是BMO的:& b0 ^3 |3 y3 v/ D/ y
SUMMARY OF THE OFFERING
, M, ]% v8 R( J0 C9 HThis 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’’.
7 W, o4 {, K' T5 \" ]Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
% R1 B: [# k Z/ }4 a; o% [Amount: $150,000,000 (6,000,000 shares).
# q6 f) c8 J3 J( B5 X! zPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
" L' `4 y. p, xPrincipal Characteristics of the Preferred Shares Series 18) P: a* _% d% [* C: e3 R
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
+ `( L& P2 t# Nnon-cumulative preferential cash dividends, as and when declared by the
. m# u4 w9 F- r; BBoard of Directors, subject to the provisions of the Bank Act, for the initial
) B2 q( P. `- aperiod commencing on the closing date and ending on and including
( G# W1 N6 z( m0 t( B P* GFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
1 V. y1 I9 u0 ?6 Z0 \25th day of February, May, August and November in each year, at a rate
5 ^2 i1 \: u4 O# R% f1 t% Q/ p Yequal to $0.40625 per share. The initial dividend, if declared, will be payable6 [8 ~) f: B$ t/ ^) N1 ^0 r: u. j& k
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
: w$ j0 E3 k9 Fdate of December 11, 2008.* F$ W, t0 w5 `$ n! e
For each five-year period after the Initial Fixed Rate Period (each, a+ l0 G u, L- B5 S7 e
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares- Z$ {6 h5 y, D
Series 18 will be entitled to receive fixed non-cumulative preferential cash V" T3 n6 ~3 o4 ~0 S5 K
dividends, as and when declared by the Board of Directors, subject to the
Y$ M1 g) g% [$ Q3 yprovisions of the Bank Act, payable quarterly on the 25th day of February,
3 W) r$ }8 Y. ~0 I- w. e/ t9 qMay, August and November in each year, in the amount per share per annum
6 ?( w4 c# O( d% P+ @/ zdetermined by multiplying the Annual Fixed Dividend Rate applicable to
) p0 k% A$ s( B Jsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend4 L; I% E) |2 u, u" D" E
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the# Z. G! E* v! h% \. U0 j% N
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
! l+ _, w+ e7 L: a0 r2 d/ |* V# fof such Subsequent Fixed Rate Period and will be equal to the sum of the
# `$ d2 v$ q0 MGovernment of Canada Yield on the applicable Fixed Rate Calculation Date) D- w- u* }# p2 A! R1 S, N
plus 3.83%.
4 t; K4 w2 C3 C" N. w% M' wIf the Board of Directors does not declare a dividend, or any part thereof, on
$ E' @# x7 |4 A9 f: p2 Othe Preferred Shares Series 18 on or before the dividend payment date for a
' S$ A9 s4 z# O* H0 x& rparticular quarter, then the entitlement of the holders of the Preferred$ b5 t& N: q6 z9 O9 |- P8 C' Q* d
Shares Series 18 to receive such dividend, or to any part thereof, for such6 T" w, d+ b! a1 H3 T
quarter will be forever extinguished.! G4 r* @9 c: B Y! i
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
% f& \, N3 m! iSuperintendent and to the provisions described below under ‘‘Details of the
. t- P+ Q& f' b* ZOffering — Certain Provisions of the Preferred Shares Series 18 as a
7 v% Q3 Q6 A4 G# a# eSeries — Restrictions on Dividends and Retirement of Shares’’, on7 I* q( P% P, R1 g G
February 25, 2014 and on February 25 every five years thereafter, on not0 N7 F2 `" I9 p/ E. M9 t
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any0 ?4 ^$ E4 u1 b# k, r
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
4 k8 T2 U( q7 _' Nwithout the consent of the holder, by the payment of an amount in cash for
4 s* j# I# X$ g* I' B, heach such share so redeemed of $25.00 together with all declared and unpaid
! K: M7 K) N. I. n2 M- Z8 `* h+ A" z" Ddividends to the date fixed for redemption.
8 ? ]& ^ _/ y. O" x$ eConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
/ f5 L- {; F U q& Z5 tShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have, |, e1 F9 V6 z" ~% n
the right, at their option, to convert, on February 25, 2014 and on. `) s9 }/ |( g/ Z# D3 u! `
S-4! t# a7 G. S* J0 R: U; A
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any+ h& ?4 p3 ?) K2 u" y G3 `
or all of their Preferred Shares Series 18 into an equal number of Preferred. z* ^* y' V7 E- [% E- R
Shares Series 19 upon giving to the Bank notice thereof not earlier than" w+ I/ x8 D) Y7 O6 |7 ~- v6 M8 ~! \
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day2 p, z1 p& y, N3 G: A+ y/ u
preceding, a Series 18 Conversion Date.# Q% W6 \: d! n% o8 p
Automatic Conversion If the Bank determines, after having taken into account all shares tendered4 b: {* Q. s9 X
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
- N4 K y, ~/ `0 @9 t2 ~Series 19, as the case may be, that there would be outstanding on such
, m3 Q: x. M5 }& Z, ?. _+ W& x* ISeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,& C+ O' {$ ~7 V9 N
such remaining number of Preferred Shares Series 18 will automatically be: ]6 n% C0 y$ m, c3 z
converted on such Series 18 Conversion Date into an equal number of
d* p$ C4 N/ V- z& E' y1 s- ^) [) KPreferred Shares Series 19. Additionally, if the Bank determines that, after8 R: c8 C6 K! J% v6 B
conversion, there would be outstanding on such Series 18 Conversion Date: v. `! ?' Z0 p
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
$ x6 Y- W9 [' U0 _Series 18 will be converted into Preferred Shares Series 19.
" q* \7 h/ m2 _. {* u! i' vVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares$ l4 d9 F/ u+ B/ p
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
- E ?/ u9 u) e8 j- h# r% F- [! A6 z$ qany meeting of the shareholders of the Bank unless and until the first time at* R6 g, v9 O2 c+ c* G
which the Board of Directors has not declared the whole dividend on the
- L( S& E P& v0 X+ Q& }Preferred Shares Series 18 in any quarter. In that event, subject as4 n4 a! ^* j' Q+ O, C
hereinafter provided, the holders of Preferred Shares Series 18 will be
) b7 J1 Y/ i, w$ A% q: b* n, ?entitled to receive notice of, and to attend, meetings of shareholders at which
( n: J4 U# e9 b, H8 Cdirectors of the Bank are to be elected and will be entitled to one vote for
" }# W- J7 @) ^9 W, weach Preferred Share Series 18 held. The voting rights of the holders of the
4 r9 R' Z3 ]" fPreferred Shares Series 18 will forthwith cease upon payment by the Bank of( @5 A6 [5 Y% d+ K* z
the first dividend on the Preferred Shares Series 18 to which the holders are$ v4 k# e: `/ o) t4 @" H
entitled thereunder subsequent to the time such voting rights first arose until7 e% j9 U- ]* p( U7 a; P f& K# a
such time as the Bank may again fail to declare the whole dividend on the
& m( f& `0 h3 D. u1 O- y* v# xPreferred Shares Series 18 in respect of any quarter, in which event such, \# D; [9 _8 G. B
voting rights will become effective again and so on from time to time.
! j2 S9 U& q+ v5 A, H4 F% k. o" MPrincipal Characteristics of the Preferred Shares Series 19
) ], Q4 r8 p7 h. @+ Z4 L8 ~( kDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
1 m* _; y, N9 R" S2 z. r6 Cfloating rate non-cumulative preferential cash dividends, as and when
) ]6 Z5 L0 u5 ?% u( O; E; E2 fdeclared by the Board of Directors, subject to the provisions of the Bank Act,
+ ^1 B" _0 E' D/ C& Z7 g% y9 Qpayable quarterly on the 25th day of February, May, August and November
; a) z3 B% R0 w% v0 e/ ?" yin each year, in the amount per share determined by multiplying the0 N$ A" c0 l' k+ f: r
applicable Quarterly Floating Dividend Rate by $25.00.
' ?$ m) Z+ ?- w) B8 V: POn the 30th day prior to the commencement of the initial quarterly dividend' P+ T. f1 R! M5 W9 G
period beginning on February 25, 2014, and on the 30th day prior to the first9 V- `5 s3 t7 e
day of each subsequent quarterly dividend period (the initial quarterly u6 w+ y% ~& o" Y7 P
dividend period and each subsequent quarterly dividend period is referred to
, C1 Q, l+ v$ Ias a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
3 V! ]7 e0 y" Z+ ~8 j nQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
$ p6 w6 C; F( H0 U8 l( G6 vPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the9 Q7 V, O# i3 W1 I
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days7 S) |9 X- _: y; J
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
$ V+ ]" a+ c9 Z7 c C4 n- Bdetermined on the 30th day prior to the first day of the applicable Quarterly
1 }4 M4 V. Q1 K" w% R6 J+ _' l* E2 YFloating Rate Period.
; t0 I( L9 N3 O5 ]4 hS-5/ n) F; j Z, x1 _$ A
If the Board of Directors does not declare a dividend, or any part thereof, on3 d" l' ^: U) l9 b
the Preferred Shares Series 19 on or before the dividend payment date for a8 J* k: ^& H) B4 X2 ~
particular quarter, then the entitlement of the holders of the Preferred
/ T' R6 G& Y3 DShares Series 19 to receive such dividend, or to any part thereof, for such
\3 B" H/ T# `6 @1 }quarter will be forever extinguished.
3 }5 i' R7 M9 _% c* K0 tRedemption: Subject to the provisions of the Bank Act and to the prior consent of the. v* U# L: E7 y8 B$ o0 c
Superintendent and to the provisions described below under the heading9 k; V0 I- u g+ s1 r: z
‘‘Details of the Offering — Certain Provisions of the Preferred Shares8 ?/ o( L0 q, d v- S- U) Q
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
9 r# _- \4 o9 `7 |# B# von not more than 60 nor less than 30 days’ notice, the Bank may redeem all
) {- ~& p3 R0 f4 H1 t) ^+ {or any part of the then outstanding Preferred Shares Series 19, at the Bank’s4 m3 I& G6 ?, l% f- W. {
option without the consent of the holder, by the payment of an amount in9 m& ~, H1 v; b
cash for each such share so redeemed of (i) $25.00 together with all declared) l. n$ k* D" V# L5 K
and unpaid dividends to the date fixed for redemption in the case of
) r1 O% a, p6 g6 |1 credemptions on February 25, 2019 and on February 25 every five years# I6 c6 ?* i" r# J. [( {
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to$ P" |1 f) J# Z/ t$ J: R
the date fixed for redemption in the case of redemptions on any other date9 b g6 t. I( V4 k! X8 l8 [/ V* Q
on or after February 25, 2014.
" S# T% W: S8 m5 {+ _( TConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
+ ^5 L1 b8 z( Z7 Y$ KShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
) Q5 O7 C2 I) |( E- D; u4 wthe right, at their option, to convert, on February 25, 2019 and on% I5 K' \8 Y8 @. }# a* ^$ N! t3 e) O
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any' w3 e* ~9 k, B7 `
or all of their Preferred Shares Series 19 into an equal number of Preferred7 I, x3 K" h u
Shares Series 18 upon giving to the Bank written notice thereof not earlier3 M( z& E; Z! t0 B
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the2 g: I' v: u1 }' j
15th day preceding, a Series 19 Conversion Date.
, l. `& d( T2 Y0 b. h( IAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
# I3 j. q, ~, n6 ^6 d" w7 ~Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares6 m) n3 r3 K+ x
Series 18, as the case may be, that there would be outstanding on such2 }+ z1 c7 }" w3 Q" F7 n( ]. q' C1 n
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
- ]3 a3 J& Y3 d7 ?. P. lsuch remaining number of Preferred Shares Series 19 will automatically be
0 o8 M! c1 L1 P6 o$ J& ~converted on such Series 19 Conversion Date into an equal number of( \2 b& o: {0 r1 G
Preferred Shares Series 18. Additionally, if the Bank determines that, after
) X6 i& v+ H4 Z2 O, Bconversion, there would be outstanding on such Series 19 Conversion Date
, f$ n# U# L3 j8 Oless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
" j N6 Y$ r- o& Y! l, mSeries 19 will be converted into Preferred Shares Series 18.
6 s: ^! g: C( t& y, LVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. \ a- N, R3 E( ]/ c5 jSeries 19 will not be entitled as such to receive notice of, attend, or vote at,0 A @" l: E+ [% g
any meeting of the shareholders of the Bank unless and until the first time at, k1 ?9 S; X' W# r
which the Board of Directors has not declared the whole dividend on the& r9 }0 B9 V2 h; ?& X
Preferred Shares Series 19 in any quarter. In that event, subject as! U3 _1 o1 \0 [9 a7 ]: o) G
hereinafter provided, the holders of Preferred Shares Series 19 will be
- X$ w2 J/ K; T( c3 c9 ?entitled to receive notice of, and to attend, meetings of shareholders at which0 J0 `0 E; T. ?$ q& W
directors of the Bank are to be elected and will be entitled to one vote for5 k& x5 i y$ e( k0 R4 k2 \ f
each Preferred Share Series 19 held. The voting rights of the holders of the
2 b* h4 g5 e8 s2 ?6 H+ b3 q8 u% ?! @Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
9 K& N8 E8 ~9 C# ]the first dividend on the Preferred Shares Series 19 to which the holders are
# e6 o8 _4 l4 _0 H8 }3 aentitled thereunder subsequent to the time such voting rights first arose until: H, t) B+ J [4 G" e' u3 x; o
such time as the Bank may again fail to declare the whole dividend on the9 o& W- J8 u5 S
Preferred Shares Series 19 in respect of any quarter, in which event such
" _8 v& F; p7 t8 T; uvoting rights will become effective again and so on from time to time.$ {- U4 i7 t+ U4 `! X K
S-6& d0 F' t" i. {9 r' c+ q6 `2 @
Priority: The preferred shares of each series of the Bank will rank on a parity with' x2 H: D3 ]* a4 e
every other series and are entitled to preference over the common shares of
3 D) c3 b/ a, Hthe Bank and over any other shares of the Bank ranking junior to the
5 O- N- Q s6 t5 p% Cpreferred shares with respect to the payment of dividends and upon any
: S* D0 B! z- C9 ~distribution of assets in the event of the liquidation, dissolution or
* U2 I- q; H( }9 I" A( H+ X6 R$ Vwinding-up of the Bank.
( V: S% y8 `2 ^9 Y. g; HTax on Preferred Share The Bank will elect, in the manner and within the time provided under) q% s/ @4 I! o
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares( \) O# T4 j7 H \( F! k7 J# S
Series 18 and Preferred Shares Series 19 will not be required to pay tax on& k9 q, K; ?& a8 Y' O2 {
dividends received on such shares under Part IV.1 of such Act. |
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