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发表于 2008-11-29 16:58
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下面是BMO的:# Y. j5 s# W a) l
SUMMARY OF THE OFFERING
! [: N9 g% Q, r ?: c# S: f9 y1 aThis 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 s H) x( b2 e3 ], F
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
3 p( r2 w3 _* x, I0 vAmount: $150,000,000 (6,000,000 shares). s. U& J* u$ j; @/ d2 k
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
! q7 s. R1 w2 E: i# m' HPrincipal Characteristics of the Preferred Shares Series 18! {2 U' N" _! F0 g3 A1 j
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed$ b* N: l1 [3 k# v; D7 g, ^5 U
non-cumulative preferential cash dividends, as and when declared by the
% r9 G4 ~, y% v, LBoard of Directors, subject to the provisions of the Bank Act, for the initial
, O2 i4 v3 R4 k3 `period commencing on the closing date and ending on and including' M5 n& G2 |; E% `
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the+ g5 n9 l9 w6 @* u: p2 f3 t
25th day of February, May, August and November in each year, at a rate( j: d1 u/ }+ P, w" f$ d# t
equal to $0.40625 per share. The initial dividend, if declared, will be payable
* H9 | k+ X2 OMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing" O$ a$ z& u) l: q
date of December 11, 2008.
. F% ?8 m# D6 Z7 X% _For each five-year period after the Initial Fixed Rate Period (each, a2 I/ g; E9 u# B% ^! {- r
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares1 s& X" n7 C; H
Series 18 will be entitled to receive fixed non-cumulative preferential cash
: {# I. f# e" jdividends, as and when declared by the Board of Directors, subject to the; K* Q' x; k- l
provisions of the Bank Act, payable quarterly on the 25th day of February,) }& D) i# X6 f5 N. q- _. F& d
May, August and November in each year, in the amount per share per annum' i& g4 y7 T `! u3 W
determined by multiplying the Annual Fixed Dividend Rate applicable to
4 V! a: Y5 r0 r# w k& Lsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
0 o0 ?/ d7 T/ o3 B4 `4 g9 }) mRate for the ensuing Subsequent Fixed Rate Period will be determined by the
. ?4 B* t7 @& b" B! K) cBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day% A; e5 W+ [1 C
of such Subsequent Fixed Rate Period and will be equal to the sum of the e. Y2 V% N4 J2 t
Government of Canada Yield on the applicable Fixed Rate Calculation Date( R! j7 J/ ]# b: D
plus 3.83%.. A* _. `/ I' V; ]1 `: `
If the Board of Directors does not declare a dividend, or any part thereof, on
$ Z6 }) C4 }' l# {7 Athe Preferred Shares Series 18 on or before the dividend payment date for a8 U! S/ u( N8 {" p6 M. G
particular quarter, then the entitlement of the holders of the Preferred
/ \7 @5 w( ? e. @0 DShares Series 18 to receive such dividend, or to any part thereof, for such+ Q% f# N; i5 R2 p! r3 k1 e4 v% e
quarter will be forever extinguished.
" [7 H8 k0 d t7 m0 C( r3 O+ XRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
1 M! q7 p5 I# M: M1 sSuperintendent and to the provisions described below under ‘‘Details of the# {6 {3 H0 m9 T+ D
Offering — Certain Provisions of the Preferred Shares Series 18 as a
/ v3 f! T- b7 d' Q6 v$ [( TSeries — Restrictions on Dividends and Retirement of Shares’’, on( Z/ S1 H- P1 h9 z
February 25, 2014 and on February 25 every five years thereafter, on not, {& D& z" E3 A1 F; o% h. Y7 L
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
2 B: s Y n3 Q1 bpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
$ x, G) e% m7 Hwithout the consent of the holder, by the payment of an amount in cash for
6 e( y8 v/ l' _; d4 R2 E. X; w! G. teach such share so redeemed of $25.00 together with all declared and unpaid C ?4 t6 @& Z. D8 @
dividends to the date fixed for redemption.
( S& x! N o1 eConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
& k+ y1 ?! y% aShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
2 p4 K! B6 ?7 \0 M/ h! h1 `+ athe right, at their option, to convert, on February 25, 2014 and on
& ?3 e* |! @! Q9 K6 @/ @' w3 _S-4! G; Y3 }8 z! S2 L! q
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
$ M$ t j" w2 m! z4 Nor all of their Preferred Shares Series 18 into an equal number of Preferred* J1 W2 m3 B2 I2 f) [" z
Shares Series 19 upon giving to the Bank notice thereof not earlier than g" u' C+ T# k$ N
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
* ?2 _, j ~' H+ Kpreceding, a Series 18 Conversion Date.
2 j W2 q: g9 O1 WAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
\1 u2 Z: F7 d5 n; UProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares1 q" K. C3 a8 c& Z& M) O
Series 19, as the case may be, that there would be outstanding on such
4 U% U* R k8 v8 |- b6 c+ DSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,. |- w" ]2 q0 c( x7 A
such remaining number of Preferred Shares Series 18 will automatically be
1 k& K9 t& ~3 @' O; C) nconverted on such Series 18 Conversion Date into an equal number of
h c/ L/ ]9 {" PPreferred Shares Series 19. Additionally, if the Bank determines that, after g7 E3 w, S+ y5 F8 A. I0 L% R
conversion, there would be outstanding on such Series 18 Conversion Date
# A$ K1 P7 l( P0 n& w9 p% b& Yless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
% H) L, z E+ m) WSeries 18 will be converted into Preferred Shares Series 19.6 P9 O: `4 F1 I) C
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares' \ e& Y: H6 a# C3 J
Series 18 will not be entitled as such to receive notice of, attend, or vote at,! u, Q% M/ W% z+ }& \# Z7 z- S
any meeting of the shareholders of the Bank unless and until the first time at+ q( S! b8 O9 W' \+ F
which the Board of Directors has not declared the whole dividend on the& T. \& f, G% ~6 f
Preferred Shares Series 18 in any quarter. In that event, subject as
+ O# k. i& |+ T7 `- Chereinafter provided, the holders of Preferred Shares Series 18 will be
9 \4 ~0 ~! H7 [- i9 h; h, F5 Bentitled to receive notice of, and to attend, meetings of shareholders at which
, t6 r& W# L* T' F/ d! e* Jdirectors of the Bank are to be elected and will be entitled to one vote for8 S% q/ o3 x) w+ \2 T/ @# `
each Preferred Share Series 18 held. The voting rights of the holders of the
' l7 R! o, K- \% @Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
7 h9 k0 M3 n6 j0 [2 x3 Uthe first dividend on the Preferred Shares Series 18 to which the holders are
5 | Y6 O z$ _* @. Tentitled thereunder subsequent to the time such voting rights first arose until) H7 K$ n3 W7 b7 N9 B
such time as the Bank may again fail to declare the whole dividend on the- f9 v U7 l. P8 H5 h. o
Preferred Shares Series 18 in respect of any quarter, in which event such3 c" p8 |! g6 n; H, j
voting rights will become effective again and so on from time to time.
+ S1 c, R. k2 E8 CPrincipal Characteristics of the Preferred Shares Series 19/ d, ~+ H1 `! l; z) {% N
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive+ i. Y+ z! _' Y* s, t( V
floating rate non-cumulative preferential cash dividends, as and when% j9 i* |0 r' x' [% a% }
declared by the Board of Directors, subject to the provisions of the Bank Act,
+ _9 {( h- ^1 O h& x& U( r' ^payable quarterly on the 25th day of February, May, August and November
" K% a1 E6 u$ J/ k, D! Min each year, in the amount per share determined by multiplying the
3 P! n) S5 J6 q O) |9 S" `applicable Quarterly Floating Dividend Rate by $25.00.: N2 g6 G8 q+ }6 I+ c
On the 30th day prior to the commencement of the initial quarterly dividend
, p$ u- L( i8 R7 P7 _* fperiod beginning on February 25, 2014, and on the 30th day prior to the first. t+ K/ T0 N" \- b: U4 B/ g
day of each subsequent quarterly dividend period (the initial quarterly
! ~1 R* U1 M' _) H& {' ^. Udividend period and each subsequent quarterly dividend period is referred to; j/ m' Y7 q( l8 N( B/ n: p
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
6 O& ^+ a: I/ x0 KQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate3 w+ X! B1 P& J7 z
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the. a& ~) J8 L+ |8 X$ | A
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days1 Z" \+ D( g3 f6 p- F! _. e5 v& Z
elapsed in the applicable Quarterly Floating Rate Period divided by 365), y& U* j7 o! D1 q8 z$ F e
determined on the 30th day prior to the first day of the applicable Quarterly
/ }2 I# v' a1 f! I" }Floating Rate Period.& o2 W% O2 ?1 g% m+ x$ ^$ T
S-5
6 a5 O2 j$ n: g) x0 w4 H: f" |4 ~If the Board of Directors does not declare a dividend, or any part thereof, on8 R5 G/ l; j% Y. u
the Preferred Shares Series 19 on or before the dividend payment date for a
- F4 n$ S: ?/ i/ g$ T8 tparticular quarter, then the entitlement of the holders of the Preferred+ S0 Y! m. T7 X" \
Shares Series 19 to receive such dividend, or to any part thereof, for such
) d1 a$ {/ K+ h5 x% C+ S. ]quarter will be forever extinguished.
Z( u. U0 T t; sRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
. B/ W2 k* W+ q oSuperintendent and to the provisions described below under the heading1 R7 I) J& C3 s" Z4 ~
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
9 X8 B( w6 _5 q9 jSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
3 t' h1 U! p9 M7 e/ P" g" `on not more than 60 nor less than 30 days’ notice, the Bank may redeem all+ h) w2 }$ B; B$ r4 \% V6 A& R
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
# I/ m; w6 U8 _( P/ @/ }option without the consent of the holder, by the payment of an amount in
k/ s! l2 Y9 l2 L0 V& j4 Z: lcash for each such share so redeemed of (i) $25.00 together with all declared
0 A# q4 t* k( N1 o- ^4 a" C. uand unpaid dividends to the date fixed for redemption in the case of
* ~- A$ j7 Z6 p0 x0 v7 m! S1 Nredemptions on February 25, 2019 and on February 25 every five years
' T. W+ _9 u/ S, athereafter, or (ii) $25.50 together with all declared and unpaid dividends to: R. h+ t9 c4 ^3 }- Q
the date fixed for redemption in the case of redemptions on any other date
8 W7 F0 I- O) d8 [+ H. ion or after February 25, 2014., E/ I7 _1 ~/ j+ \* b% e5 [
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
+ \9 L$ E$ B, J( ~3 }2 {6 DShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
% u. U! S( N. H7 M4 w; othe right, at their option, to convert, on February 25, 2019 and on
+ x; a; s9 c5 B: u4 O! R# O& oFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any' O. b# |: _! ?) C9 F i. z( h
or all of their Preferred Shares Series 19 into an equal number of Preferred6 k; i5 s; B1 ^+ h7 A# J1 ~
Shares Series 18 upon giving to the Bank written notice thereof not earlier5 f% Q! z) @" Y4 P- {5 Y! U3 ~
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
7 Q- X3 ~9 f) X* S% Q15th day preceding, a Series 19 Conversion Date.$ W- Z9 D6 R* m5 @1 K$ e9 Q! S% a
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
7 p ]' K% ` K. f& E* E7 J( O7 JProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares- o% F6 L5 x O% U! K. |
Series 18, as the case may be, that there would be outstanding on such: i# F. K3 n# z3 @+ V! d# B6 s
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,3 t. {* R/ K d. D+ y* @' s
such remaining number of Preferred Shares Series 19 will automatically be
3 { }9 O+ }8 [6 z7 q% Zconverted on such Series 19 Conversion Date into an equal number of% v& B/ Q5 W {5 k) n+ x
Preferred Shares Series 18. Additionally, if the Bank determines that, after( S/ Q; d$ P( |" W9 {
conversion, there would be outstanding on such Series 19 Conversion Date
8 A3 _5 S5 E2 l- V" Jless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares' X! I* S- J1 P3 g' |
Series 19 will be converted into Preferred Shares Series 18.
, X T+ a9 G$ Z) o# PVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares4 f! x3 H1 i; `. M" f k
Series 19 will not be entitled as such to receive notice of, attend, or vote at,9 p$ i5 j3 l/ P" I( G$ ^- t
any meeting of the shareholders of the Bank unless and until the first time at# G3 f# f/ z' |& c8 L6 V
which the Board of Directors has not declared the whole dividend on the
* W( Z( a7 Y. o3 g( J9 J2 _0 v dPreferred Shares Series 19 in any quarter. In that event, subject as
0 [+ s: D3 o* ], Ohereinafter provided, the holders of Preferred Shares Series 19 will be
8 a$ N4 h0 G5 ^# f1 M' w3 mentitled to receive notice of, and to attend, meetings of shareholders at which
* Q" j# V5 q; U/ M ]8 vdirectors of the Bank are to be elected and will be entitled to one vote for1 V4 N: c: E$ g) @) U* t
each Preferred Share Series 19 held. The voting rights of the holders of the
, }* u: t9 x2 a/ qPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
3 U- l2 F, k7 o9 p: X" X Kthe first dividend on the Preferred Shares Series 19 to which the holders are* C8 S( U3 B f* G5 g* J) }8 J
entitled thereunder subsequent to the time such voting rights first arose until
" j4 W8 Z5 T& p! ^9 X) Fsuch time as the Bank may again fail to declare the whole dividend on the6 d3 d' ]5 q( `
Preferred Shares Series 19 in respect of any quarter, in which event such7 f1 K/ f0 Z' P6 a4 ?5 h
voting rights will become effective again and so on from time to time.7 F3 ?. K. }# E/ q: r9 I: c" z3 ~
S-69 |: c' M; Z3 X2 o' h
Priority: The preferred shares of each series of the Bank will rank on a parity with. Z3 z4 u9 x- a
every other series and are entitled to preference over the common shares of
Q( S5 q& x8 J" C3 H+ C7 }the Bank and over any other shares of the Bank ranking junior to the
( a' r1 O% _3 I; |! D5 g% C; p4 ^preferred shares with respect to the payment of dividends and upon any% m6 B( k; Y) o5 t5 n: Q' D
distribution of assets in the event of the liquidation, dissolution or) i' G: n8 [# I( s. \3 m
winding-up of the Bank.7 \4 B; Q; p6 p/ R. _' B& S
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under4 ]$ i3 C: j3 _6 y& ^
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
2 s$ Y0 Z4 C; l O; C0 v; eSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
) z2 }# e& I6 ~8 E+ I$ f# xdividends received on such shares under Part IV.1 of such Act. |
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