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发表于 2008-11-29 16:58
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下面是BMO的:
( I5 c q- Z5 O4 J$ C1 ?SUMMARY OF THE OFFERING5 s: I& V. j2 u2 x0 a2 I- V: }
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’’.% P& T' m+ `( c. Z
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
& d% a5 Q" t1 O, o4 t$ bAmount: $150,000,000 (6,000,000 shares).+ V0 V. K9 V1 c
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
# K3 z0 @8 m. i' A! e6 FPrincipal Characteristics of the Preferred Shares Series 18: k) p! v3 ?# ] m( t0 W1 j
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed; g3 Z6 q, P$ P9 W' ?
non-cumulative preferential cash dividends, as and when declared by the
, f+ P( \0 \- u4 n. a/ IBoard of Directors, subject to the provisions of the Bank Act, for the initial( X5 c5 R: t/ ^
period commencing on the closing date and ending on and including
8 [8 w7 O( Y' G6 b: |February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
0 T1 h. q. [4 f2 L" c25th day of February, May, August and November in each year, at a rate V& f0 H' C L- `: X. T
equal to $0.40625 per share. The initial dividend, if declared, will be payable
: i; w f8 f0 u8 fMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing1 g7 k7 m! v% A7 V
date of December 11, 2008.
+ k: E9 U' U8 H1 {( |6 J( i# {For each five-year period after the Initial Fixed Rate Period (each, a
2 e4 i0 c. Q) O2 m3 ? v‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares( v0 z& [$ z5 K5 G) C/ a9 P
Series 18 will be entitled to receive fixed non-cumulative preferential cash
* o* x4 [# R1 [dividends, as and when declared by the Board of Directors, subject to the9 F* ^7 B0 \8 }, J3 a
provisions of the Bank Act, payable quarterly on the 25th day of February,, e! w7 k7 u* n! j9 L% [- s5 _/ ~
May, August and November in each year, in the amount per share per annum, E) a- V3 y, q; K% b, O
determined by multiplying the Annual Fixed Dividend Rate applicable to- W2 t- T7 R. L) ?; y4 j0 x9 f' G
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend& F' X4 {& U5 g4 y* R
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
4 k7 T" Z/ f- X+ yBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
+ G- Z0 R, \8 F* Wof such Subsequent Fixed Rate Period and will be equal to the sum of the
' m# Q' H4 k X- e. HGovernment of Canada Yield on the applicable Fixed Rate Calculation Date1 E0 W5 G9 u* s2 B
plus 3.83%.7 f5 }! W4 {$ P9 j2 k4 x* e
If the Board of Directors does not declare a dividend, or any part thereof, on" S0 N7 J/ Q4 |; e
the Preferred Shares Series 18 on or before the dividend payment date for a
& f& ~# W+ |. b4 ?( {& H, Fparticular quarter, then the entitlement of the holders of the Preferred/ A) A; f/ ^( G& r4 M+ R; ~
Shares Series 18 to receive such dividend, or to any part thereof, for such+ ? L# u, i7 H1 B4 M0 S* |1 M
quarter will be forever extinguished.$ y0 P6 @3 [, F+ ^: Q+ @! I
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
$ {9 f$ D R5 q% mSuperintendent and to the provisions described below under ‘‘Details of the
! U* s( n% t0 W8 H. q$ b) E; `! mOffering — Certain Provisions of the Preferred Shares Series 18 as a
4 C4 h5 I/ j$ L ~$ zSeries — Restrictions on Dividends and Retirement of Shares’’, on
2 [ c0 w, n9 V0 N: W, SFebruary 25, 2014 and on February 25 every five years thereafter, on not ^; f. B; P/ c0 e
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
* I/ N1 `8 ^1 u0 w( |( D8 V% @part of the then outstanding Preferred Shares Series 18, at the Bank’s option
8 _+ _* L/ G' I9 k; h+ N- bwithout the consent of the holder, by the payment of an amount in cash for
9 E6 A( w+ ~- |) {each such share so redeemed of $25.00 together with all declared and unpaid
- m- c% `0 n. Kdividends to the date fixed for redemption.* B# d( {) h9 l
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic& H. A k; q) m
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
8 J* W/ h# i; {) t. othe right, at their option, to convert, on February 25, 2014 and on. X5 {! O& C4 S' _
S-4, o3 l4 z9 B/ T& G% d* `( }
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
6 y. u% S1 S. w/ ]* o) _' x; ?7 t+ for all of their Preferred Shares Series 18 into an equal number of Preferred
; T& S% s+ V- i1 S3 `) xShares Series 19 upon giving to the Bank notice thereof not earlier than8 I2 g+ b) X* [2 p* O2 L( n; P% l4 l
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
6 f' f/ h+ Z" W/ e! A, R5 x: _preceding, a Series 18 Conversion Date.
1 W6 }7 M3 u4 v# {- w- U H) j( PAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
/ c* P7 i, ~6 D3 `% iProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
6 M1 z& Q5 Z) s8 oSeries 19, as the case may be, that there would be outstanding on such
/ m, y9 o w# cSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
+ n' T* s- O2 |5 _6 A6 V% L7 x) @: Vsuch remaining number of Preferred Shares Series 18 will automatically be
7 u' E; G2 w9 i9 v8 _converted on such Series 18 Conversion Date into an equal number of
) M4 a5 o8 _ _7 V/ b6 Y* xPreferred Shares Series 19. Additionally, if the Bank determines that, after
- W) R Z* ^/ o' Sconversion, there would be outstanding on such Series 18 Conversion Date$ j0 t; N j: Q2 R4 M- }- ^7 ?
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
5 {$ V+ D3 e) sSeries 18 will be converted into Preferred Shares Series 19.1 L9 r3 i; T( J( i
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
$ t a- j" H1 _6 XSeries 18 will not be entitled as such to receive notice of, attend, or vote at,1 _8 Q; Q8 c g3 m3 t( ], W
any meeting of the shareholders of the Bank unless and until the first time at
* ^ @8 F- g% q( }$ [7 Qwhich the Board of Directors has not declared the whole dividend on the1 s' m$ Q6 ]1 ^
Preferred Shares Series 18 in any quarter. In that event, subject as
8 I& l6 ^. S. G9 z5 l* Dhereinafter provided, the holders of Preferred Shares Series 18 will be
7 A! d4 q" l' fentitled to receive notice of, and to attend, meetings of shareholders at which
( b" a& g0 B* C1 @directors of the Bank are to be elected and will be entitled to one vote for* T+ e% o, T% A {$ s7 s7 x
each Preferred Share Series 18 held. The voting rights of the holders of the
' b* K! \$ K. vPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
9 s! Q) k# t" {* E& L% W h0 vthe first dividend on the Preferred Shares Series 18 to which the holders are
. i7 e8 q+ O, h( }0 P! n. r/ h: ]entitled thereunder subsequent to the time such voting rights first arose until. B- \6 ]3 b: _. ~6 a
such time as the Bank may again fail to declare the whole dividend on the0 b/ a& O4 I' R
Preferred Shares Series 18 in respect of any quarter, in which event such
7 I* Y* |5 h& nvoting rights will become effective again and so on from time to time.0 H0 q9 o4 ]: V. t! D
Principal Characteristics of the Preferred Shares Series 19
9 E9 G j: H2 z6 o. }Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
( x* d8 `3 ~0 j. A$ ffloating rate non-cumulative preferential cash dividends, as and when) \+ G5 ~( D9 i! [
declared by the Board of Directors, subject to the provisions of the Bank Act,3 N. ~7 O) m& ]( i
payable quarterly on the 25th day of February, May, August and November! x, ~3 }+ q/ K# M( a$ X
in each year, in the amount per share determined by multiplying the
7 v# K& a# y' r7 m! b. x) M8 b- Lapplicable Quarterly Floating Dividend Rate by $25.00.
' {% @; E( a' u% ^8 OOn the 30th day prior to the commencement of the initial quarterly dividend
2 n, n" g5 E7 ?/ @8 U' Vperiod beginning on February 25, 2014, and on the 30th day prior to the first
- T ^* a4 m$ d" P7 Vday of each subsequent quarterly dividend period (the initial quarterly0 k3 h- G1 @- K1 H9 e1 n
dividend period and each subsequent quarterly dividend period is referred to
$ {0 b/ S1 Y, t' t* P9 ras a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
, E, {3 X( p* A# i: eQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
/ a! m g7 V5 T5 YPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the2 Y6 ~/ u# q6 k: R8 m% P4 B& V
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
) k4 W2 q' ^6 ]3 |elapsed in the applicable Quarterly Floating Rate Period divided by 365)
0 \; p# u- y7 x2 J/ N0 qdetermined on the 30th day prior to the first day of the applicable Quarterly+ I0 }0 w$ G* |$ B; P- V7 y( R
Floating Rate Period.
6 _$ d4 ]- E% \. _5 uS-58 T2 o% k. i; q% f
If the Board of Directors does not declare a dividend, or any part thereof, on
+ B* { I6 v: t5 S- y6 G* x2 C6 s. ]the Preferred Shares Series 19 on or before the dividend payment date for a" K( Z" C1 |# S* Y$ i
particular quarter, then the entitlement of the holders of the Preferred" z' w: q: j( j: `# }) @ r
Shares Series 19 to receive such dividend, or to any part thereof, for such+ l, P# V3 X# X
quarter will be forever extinguished.
& g/ \) p* C3 N% F: z2 {+ lRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
) I' A& P" q" ?& e* {% W. bSuperintendent and to the provisions described below under the heading9 ]- p6 s7 l' ~3 s3 }0 I' D! y
‘‘Details of the Offering — Certain Provisions of the Preferred Shares" O3 ~6 a. Y5 j! l7 i4 [
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
+ v& Y) U4 B. t, U% T; N* R t; O# Ton not more than 60 nor less than 30 days’ notice, the Bank may redeem all
& b- Q3 C! c4 @' r" w; Xor any part of the then outstanding Preferred Shares Series 19, at the Bank’s; c) R+ y! o3 M. w; L
option without the consent of the holder, by the payment of an amount in
' M* H9 c- l/ S x7 Vcash for each such share so redeemed of (i) $25.00 together with all declared
/ n/ w2 |& l6 ~* @1 o; pand unpaid dividends to the date fixed for redemption in the case of
7 ~; W8 l* q, {1 h% [ sredemptions on February 25, 2019 and on February 25 every five years$ p; c* {) J5 G7 k0 b( O
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to; b0 R+ R3 Y% h4 u! H! Q: \
the date fixed for redemption in the case of redemptions on any other date
0 l1 p; v6 v- }on or after February 25, 2014.5 a" q D' D: q$ R
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
, T" i. V" W, R1 c) b: ]* F6 I$ aShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
0 U9 V4 A" }) bthe right, at their option, to convert, on February 25, 2019 and on& D+ w5 [& P& Q) l& g: c& m* i
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any; j. [7 F$ f+ X* E+ z
or all of their Preferred Shares Series 19 into an equal number of Preferred/ P5 w) f- f @4 F
Shares Series 18 upon giving to the Bank written notice thereof not earlier- [" ^$ y- S- s1 Y6 ?
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
* n" v# `- \4 z' |# f15th day preceding, a Series 19 Conversion Date.5 n) `! ]6 j v( r. d/ P
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
# U; {- p' Z4 K& h) LProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares- m6 P2 u0 z% z; b9 f8 W
Series 18, as the case may be, that there would be outstanding on such
: |7 S7 c V0 b- p3 \8 m/ ASeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
5 u5 W# A6 i, S0 { osuch remaining number of Preferred Shares Series 19 will automatically be- f7 U! k! P1 A: P' f3 A F9 d
converted on such Series 19 Conversion Date into an equal number of
% I" s# B, B% k. U2 z) x7 IPreferred Shares Series 18. Additionally, if the Bank determines that, after' a Q8 h0 r, L4 V: ^# A( F
conversion, there would be outstanding on such Series 19 Conversion Date
7 W$ r2 n {) O9 A$ H6 D) Z+ Xless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares2 d7 G' T6 u3 U8 S/ Z, D7 ~+ l* T
Series 19 will be converted into Preferred Shares Series 18.0 H e A( y+ f; O$ c
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. o! C' ^& Q4 a9 sSeries 19 will not be entitled as such to receive notice of, attend, or vote at,0 b# ^$ q" o. i( R. ~
any meeting of the shareholders of the Bank unless and until the first time at
# z* x/ H+ \) O& w& zwhich the Board of Directors has not declared the whole dividend on the
) s$ ^7 r/ X4 |3 X( _. p5 R$ _Preferred Shares Series 19 in any quarter. In that event, subject as
7 i" _9 ]. N6 C! z6 _hereinafter provided, the holders of Preferred Shares Series 19 will be4 q$ g+ N0 R {8 W; G& j
entitled to receive notice of, and to attend, meetings of shareholders at which
0 `, Z$ X1 w! X& E& J# D; y) bdirectors of the Bank are to be elected and will be entitled to one vote for
1 N# C# J; {5 x8 neach Preferred Share Series 19 held. The voting rights of the holders of the
) g6 u7 Z1 n+ B' G, C6 OPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
: m6 T( q6 I( A/ i" ^the first dividend on the Preferred Shares Series 19 to which the holders are& p8 S9 C9 d5 M
entitled thereunder subsequent to the time such voting rights first arose until4 ?7 ]* o8 s7 \3 m1 i
such time as the Bank may again fail to declare the whole dividend on the! X5 @ ^$ H4 n) O( B) a
Preferred Shares Series 19 in respect of any quarter, in which event such
7 P8 a7 j" ~0 \2 gvoting rights will become effective again and so on from time to time.: A9 L& C: W4 i6 v! G: `
S-6
, w% D7 v! t9 f3 ^) N* rPriority: The preferred shares of each series of the Bank will rank on a parity with; t% }: I' q: \6 i4 R+ p M; C5 K3 ]- r
every other series and are entitled to preference over the common shares of
7 U2 ]& b ? [- Q1 `" `the Bank and over any other shares of the Bank ranking junior to the4 T7 ?. [, \* m7 {! G
preferred shares with respect to the payment of dividends and upon any* y9 n, p& _! S5 l
distribution of assets in the event of the liquidation, dissolution or1 F8 [9 d& F1 c. G+ Y. I
winding-up of the Bank.
9 c# a) ?( W, O) fTax on Preferred Share The Bank will elect, in the manner and within the time provided under3 l& c f0 e9 }
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
+ ]5 _. x7 V/ C# R# a( XSeries 18 and Preferred Shares Series 19 will not be required to pay tax on0 P+ H8 n. A" P) p; k* w9 u
dividends received on such shares under Part IV.1 of such Act. |
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