 鲜花( 26)  鸡蛋( 0)
|

楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的:3 v! V2 P4 A& e7 S# X
SUMMARY OF THE OFFERING
. i1 i$ d" M( d; D5 `/ s, ^. YThis 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 u# i4 h( d1 WIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
5 Y+ @6 T2 _/ e- `7 aAmount: $150,000,000 (6,000,000 shares).
0 f& e2 l$ n3 k. OPrice and Yield: $25.00 per share to yield initially 6.50% per annum.$ H, Q. y$ ^5 `8 ^) |6 C2 u
Principal Characteristics of the Preferred Shares Series 18. G' A! P9 a" q
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
1 \: {5 j( i) r1 w; T1 K L; lnon-cumulative preferential cash dividends, as and when declared by the
5 q) G4 r# g# D7 [) Q( _* xBoard of Directors, subject to the provisions of the Bank Act, for the initial
+ |6 U# J# m5 L/ O: z! K5 }period commencing on the closing date and ending on and including
, O0 ], R7 W s6 c" @! I- `February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the2 @/ M2 e1 C/ c5 D/ `
25th day of February, May, August and November in each year, at a rate
6 z9 ~: P- j% o* N& ~equal to $0.40625 per share. The initial dividend, if declared, will be payable
" q- ]/ s5 b3 K3 W# E: h# ^4 rMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
5 o+ d4 {" A6 O- u. L: J; jdate of December 11, 2008.% ?5 `; O+ M; a1 H E6 E5 {" h
For each five-year period after the Initial Fixed Rate Period (each, a" P- a* @ u1 s( n
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
% v: E0 V* y; I* B( KSeries 18 will be entitled to receive fixed non-cumulative preferential cash
* T( w+ U& k: i9 i" jdividends, as and when declared by the Board of Directors, subject to the) n+ W! e1 E) J- ~- a+ y
provisions of the Bank Act, payable quarterly on the 25th day of February,+ p: Z4 F& W. ~8 k) \9 A! w# I
May, August and November in each year, in the amount per share per annum5 K1 U4 n4 r% U' T6 G
determined by multiplying the Annual Fixed Dividend Rate applicable to
6 l' Y g, Q: M. w1 Dsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
" b; r+ b5 B' Y, yRate for the ensuing Subsequent Fixed Rate Period will be determined by the
3 d: Y! d" J0 h1 M2 h) Y# K+ YBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
& @' R6 v+ M: S/ h6 A9 iof such Subsequent Fixed Rate Period and will be equal to the sum of the
" J" J9 X( P4 x2 U4 R" a3 Z* BGovernment of Canada Yield on the applicable Fixed Rate Calculation Date# m+ v- k. I, B( @5 J4 {% O
plus 3.83%.
1 T% ?1 Z6 f6 |If the Board of Directors does not declare a dividend, or any part thereof, on& x0 p) p4 n+ T5 o1 R0 R4 _0 d+ h- c
the Preferred Shares Series 18 on or before the dividend payment date for a$ Q# [' F% g+ D# F3 P: C C: ^
particular quarter, then the entitlement of the holders of the Preferred* G" i% b+ L) `4 F# r
Shares Series 18 to receive such dividend, or to any part thereof, for such* j/ ?! z# n' b
quarter will be forever extinguished.. s. k; l7 m9 l6 U, {3 C/ \& x
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the8 d; v( r' r4 j+ m, _( `* I( n3 b
Superintendent and to the provisions described below under ‘‘Details of the
8 W W4 o) B- {) Y7 ]9 uOffering — Certain Provisions of the Preferred Shares Series 18 as a
, p$ d/ b+ o$ i) w- ?8 ^: \* D8 CSeries — Restrictions on Dividends and Retirement of Shares’’, on& o9 v, j1 F- X
February 25, 2014 and on February 25 every five years thereafter, on not
# D9 j$ X4 r! N. d) h1 [8 S5 Ymore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
: P! n" M7 Z u: |4 V/ P/ qpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
) ]: S& _' I& [( Vwithout the consent of the holder, by the payment of an amount in cash for( o* i. C+ a1 ]
each such share so redeemed of $25.00 together with all declared and unpaid# t% z5 c/ Y6 B7 Q! S9 h; Y. O
dividends to the date fixed for redemption.( L! q2 H: Y. Y4 R0 y! U' F. ?
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
$ u0 Q- a0 \) Y0 m3 jShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
2 G+ x) y( ?" X* k& Y( k Zthe right, at their option, to convert, on February 25, 2014 and on% c: b- K9 b: w: i' i1 U; e U% y
S-4- B- @2 f2 N' h/ |* _
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any/ _+ A& V6 I0 S4 v
or all of their Preferred Shares Series 18 into an equal number of Preferred/ X3 g- s4 j" b: e1 Y+ R
Shares Series 19 upon giving to the Bank notice thereof not earlier than, s2 e* i A/ @; K. w0 v; G! P
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
! p, _% |( l2 `preceding, a Series 18 Conversion Date.
+ K5 O5 p# u5 }2 v5 n, M- GAutomatic Conversion If the Bank determines, after having taken into account all shares tendered, d, ~) M& K8 V, I
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
, N' m, l5 \0 Y3 x$ `Series 19, as the case may be, that there would be outstanding on such
" d) h5 R& t* @+ a- ~! T- nSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,; i8 l% G+ a8 Y
such remaining number of Preferred Shares Series 18 will automatically be
; M0 L$ p# C( u% rconverted on such Series 18 Conversion Date into an equal number of3 ^4 R' C r: a
Preferred Shares Series 19. Additionally, if the Bank determines that, after# o: _$ G$ a/ Z( l9 g
conversion, there would be outstanding on such Series 18 Conversion Date/ U2 u# O7 d% ?+ O" R
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
. A1 f5 j* l( `3 WSeries 18 will be converted into Preferred Shares Series 19.2 b. i' a- a/ m
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
+ q* D4 S+ Q8 D7 d/ QSeries 18 will not be entitled as such to receive notice of, attend, or vote at,. |- `( B4 j. f' c3 l
any meeting of the shareholders of the Bank unless and until the first time at/ ?0 ^! f$ C- d
which the Board of Directors has not declared the whole dividend on the2 F+ _4 G$ t) @1 `( H
Preferred Shares Series 18 in any quarter. In that event, subject as" t) P6 V: e. |, o x( R1 v5 V7 E
hereinafter provided, the holders of Preferred Shares Series 18 will be
5 _: y; ?! I qentitled to receive notice of, and to attend, meetings of shareholders at which( [: e; G1 W1 q2 D% ~% h2 U u
directors of the Bank are to be elected and will be entitled to one vote for& m0 U2 }1 K! G! u0 y9 M& Z
each Preferred Share Series 18 held. The voting rights of the holders of the$ b1 v( u' H' B+ R2 ?
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
4 m# K- c+ W% xthe first dividend on the Preferred Shares Series 18 to which the holders are# W7 m3 q# B* c: i
entitled thereunder subsequent to the time such voting rights first arose until6 s: c4 J! A6 n
such time as the Bank may again fail to declare the whole dividend on the
* ?0 K l* y2 R; D4 yPreferred Shares Series 18 in respect of any quarter, in which event such
8 h% c3 ^. l1 {5 \, A4 k- L+ Gvoting rights will become effective again and so on from time to time., S$ d* P& S. N1 f B
Principal Characteristics of the Preferred Shares Series 191 H$ G! v$ J$ z( E5 l8 c
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive0 t; M y6 g; b. z, C
floating rate non-cumulative preferential cash dividends, as and when
( i2 P5 e$ Z! L( g. w- H3 ldeclared by the Board of Directors, subject to the provisions of the Bank Act,3 l7 P. v; a! r6 L5 d# B) M' p
payable quarterly on the 25th day of February, May, August and November% ]; \6 b) F M
in each year, in the amount per share determined by multiplying the
8 _4 s6 T- o/ e4 R5 i" Happlicable Quarterly Floating Dividend Rate by $25.00.( _3 c- B. }% F" u! |% n
On the 30th day prior to the commencement of the initial quarterly dividend
( }& g& ~0 n6 ?! rperiod beginning on February 25, 2014, and on the 30th day prior to the first
+ O* e+ L9 t; I$ S) G9 u- @day of each subsequent quarterly dividend period (the initial quarterly0 {6 N' A6 s* F0 c6 Y- o+ k
dividend period and each subsequent quarterly dividend period is referred to9 |" X4 B9 c# I0 ^# Y
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
2 c! l' r3 i8 G* x2 d" LQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
, p% U. `0 X% r: m& | V! r% \' pPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
+ |; D9 ~4 s2 aT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
: w1 b3 |+ t* O0 W' H5 K2 [elapsed in the applicable Quarterly Floating Rate Period divided by 365)/ @# J2 Q& ]9 u) E$ u
determined on the 30th day prior to the first day of the applicable Quarterly
$ D F3 w/ Q; _' S' x& sFloating Rate Period.5 U& [: \ ]7 o1 t& i8 L4 M5 P
S-59 z2 f# g& c- B+ Q6 `
If the Board of Directors does not declare a dividend, or any part thereof, on$ Y, V# Q+ g' S3 o
the Preferred Shares Series 19 on or before the dividend payment date for a
- @7 B$ z+ a. z1 Nparticular quarter, then the entitlement of the holders of the Preferred, G+ l9 m2 I7 x, G1 H
Shares Series 19 to receive such dividend, or to any part thereof, for such
( M7 I' k0 P, r( m/ E) Cquarter will be forever extinguished.7 G! @ {5 i, c" x! S
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
0 x/ \$ z- b4 a% O, T5 }( |! ]- zSuperintendent and to the provisions described below under the heading) p; z# J4 E# C2 ?- x; k# U% W
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
6 i# p: q" A& B/ A" r% nSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
( z7 T2 d: Y- y' ^on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
W1 F4 H r5 f" zor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
* l8 Q" d1 x8 d1 goption without the consent of the holder, by the payment of an amount in! n' k; n' H! t5 p) Q
cash for each such share so redeemed of (i) $25.00 together with all declared5 g! ~& a) y5 u& M) k5 g
and unpaid dividends to the date fixed for redemption in the case of
. X8 t+ G% U F7 m% p, p( l. zredemptions on February 25, 2019 and on February 25 every five years" ]6 x; q4 q/ W/ Q5 ~2 x& J1 w
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to5 M; p- Z) k0 q/ o
the date fixed for redemption in the case of redemptions on any other date- p$ ]2 J, V0 m0 ?' r6 w B
on or after February 25, 2014.
- N G' U R( p% ]9 m6 Y/ aConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic" B1 \ x1 m' O+ \7 y
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have6 }' |8 L1 W( p( Q/ Y+ t; v
the right, at their option, to convert, on February 25, 2019 and on+ v8 y5 H- o: b
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
! n) s, O* @" nor all of their Preferred Shares Series 19 into an equal number of Preferred
8 _/ }2 J3 J; @ e4 Z$ e: X# \/ iShares Series 18 upon giving to the Bank written notice thereof not earlier1 J& M0 _3 N+ H# A$ r9 p! N F
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
B- Y/ k0 p, ]1 Y& }! J7 S, A15th day preceding, a Series 19 Conversion Date.
! ]2 ^2 C1 v% E8 l, z! ZAutomatic Conversion If the Bank determines, after having taken into account all shares tendered3 T; N% H+ ?4 w( }1 o2 a
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares; q2 r9 b; a+ I% U( p; G
Series 18, as the case may be, that there would be outstanding on such
+ \7 m' f4 k& WSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,& T9 z7 K5 D" I4 e2 {6 I
such remaining number of Preferred Shares Series 19 will automatically be
5 f9 x' o* D' V* wconverted on such Series 19 Conversion Date into an equal number of' n7 S4 B J) \9 ^2 H9 @1 @
Preferred Shares Series 18. Additionally, if the Bank determines that, after
f4 B# W# D% D" P& Q: ^conversion, there would be outstanding on such Series 19 Conversion Date
( f% @: F ?( W" {6 uless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares% }. c- x8 }# J( a" b
Series 19 will be converted into Preferred Shares Series 18.
) |2 P6 l' z' s5 \8 `Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares- y4 H: l, X, c, u
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
! `( q0 S/ G$ W* e3 pany meeting of the shareholders of the Bank unless and until the first time at
* W8 b2 J$ l- a' ^+ J' hwhich the Board of Directors has not declared the whole dividend on the
/ _+ q$ `, |' T( o% D5 k# BPreferred Shares Series 19 in any quarter. In that event, subject as
0 P. |" H0 z& r6 Y. e/ N8 A0 Fhereinafter provided, the holders of Preferred Shares Series 19 will be/ `/ y$ j8 [* w' m5 c) M1 Z8 q& C
entitled to receive notice of, and to attend, meetings of shareholders at which7 W" J8 E1 R [/ U' L$ K
directors of the Bank are to be elected and will be entitled to one vote for
) ^7 t9 ]: `/ @# l# L4 i5 Meach Preferred Share Series 19 held. The voting rights of the holders of the$ b# Y }2 n# R" e5 o( J7 x
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
: v6 x! [2 Y4 b, \/ O9 hthe first dividend on the Preferred Shares Series 19 to which the holders are
! Y( z* X, T! z' y" a+ E3 @" _1 Centitled thereunder subsequent to the time such voting rights first arose until3 z! S$ s6 T* L$ k- {; r! H; x1 W
such time as the Bank may again fail to declare the whole dividend on the! C6 ~0 h; L. O4 l) m9 {2 e
Preferred Shares Series 19 in respect of any quarter, in which event such$ f' h3 I6 N1 _
voting rights will become effective again and so on from time to time.
$ G& D- z0 s- F! c; Y" aS-62 P, D2 o& y+ l1 E3 U
Priority: The preferred shares of each series of the Bank will rank on a parity with/ P9 N/ S. J( u8 q
every other series and are entitled to preference over the common shares of! W7 p; \+ H! b& g
the Bank and over any other shares of the Bank ranking junior to the L. I7 p; K$ I! T/ n
preferred shares with respect to the payment of dividends and upon any) Z0 f0 i, E8 ?! ^
distribution of assets in the event of the liquidation, dissolution or
( i# ?1 X7 Q# F1 c3 `; Y8 A$ X9 Hwinding-up of the Bank.
6 ]/ q; t2 o1 F6 m: H {Tax on Preferred Share The Bank will elect, in the manner and within the time provided under( K& T: z0 O8 \ X& a8 Q8 `
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares& o7 k+ Q& Q9 K) W
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
- V, e. w) y0 b, Q( ?dividends received on such shares under Part IV.1 of such Act. |
|