 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:
0 t2 @$ S* G0 o3 ^+ ^) U( @SUMMARY OF THE OFFERING
1 I2 R4 z* D0 |/ a9 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’’.
& a& t/ I G' q" @5 cIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
& f; T, Y; s% u3 n! V, xAmount: $150,000,000 (6,000,000 shares).
" z7 _7 u* x' B1 _Price and Yield: $25.00 per share to yield initially 6.50% per annum.: j% l! y" v( z( E$ o! L6 q
Principal Characteristics of the Preferred Shares Series 18+ m6 r; n3 N' m3 S$ L7 _, \" z
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed, X4 E% z2 @0 B( ]; u
non-cumulative preferential cash dividends, as and when declared by the
/ Z! \ W5 l1 s! J, yBoard of Directors, subject to the provisions of the Bank Act, for the initial
' w! u" r8 l/ }1 H4 h" v! Xperiod commencing on the closing date and ending on and including
v, n' n6 a0 d" k1 w& sFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
* V9 [& p; j5 }6 z; p; \) |25th day of February, May, August and November in each year, at a rate
+ A, ~8 E& f/ h) p: [: _8 qequal to $0.40625 per share. The initial dividend, if declared, will be payable2 \( p9 y, B6 M- d* j' r' B* ~, H
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing# L0 Y8 t8 |0 D0 T9 M2 X
date of December 11, 2008.* @- p2 f% |" A9 O9 n! v
For each five-year period after the Initial Fixed Rate Period (each, a
9 I: o' T+ a( C8 ]6 L; \& G‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares6 b' \1 U# |' j5 v8 l' U
Series 18 will be entitled to receive fixed non-cumulative preferential cash
1 Y& S1 e# b! W' e) Idividends, as and when declared by the Board of Directors, subject to the3 x/ M6 k, ~8 n1 Q; t9 `2 W- F$ ?) `
provisions of the Bank Act, payable quarterly on the 25th day of February,
0 {+ p$ ^8 g" T5 C: LMay, August and November in each year, in the amount per share per annum
/ w6 ~6 ^& N/ Q; z6 xdetermined by multiplying the Annual Fixed Dividend Rate applicable to
; \- ~; |7 ]( usuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
* ~+ i" j) ]4 b; s% \; O' _Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
: `1 \( z4 B8 KBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day- V3 Z; c" ^/ f" `, p( q" R
of such Subsequent Fixed Rate Period and will be equal to the sum of the% n3 {' z# m$ n
Government of Canada Yield on the applicable Fixed Rate Calculation Date+ f/ F* w5 O8 w/ u6 s$ N
plus 3.83%.
: S: i$ H ?% ~ m2 r3 qIf the Board of Directors does not declare a dividend, or any part thereof, on
8 } r% l) S1 ?' Rthe Preferred Shares Series 18 on or before the dividend payment date for a1 k- |7 ]( @, F# T! y6 E7 ~2 _
particular quarter, then the entitlement of the holders of the Preferred7 C: ^ ?8 c. `7 b0 c/ c) f
Shares Series 18 to receive such dividend, or to any part thereof, for such! Y- o( A: N6 {8 o% _3 E
quarter will be forever extinguished.' V& J2 k* q% z& w1 k! P* d
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the, G( g9 K2 p) J$ U( W
Superintendent and to the provisions described below under ‘‘Details of the
1 w% b5 O i! qOffering — Certain Provisions of the Preferred Shares Series 18 as a
8 Q9 V, Y5 E4 i1 u' P+ J: }; i% ?Series — Restrictions on Dividends and Retirement of Shares’’, on
% }0 n/ K; K4 ]/ K9 KFebruary 25, 2014 and on February 25 every five years thereafter, on not; x$ i& _7 k% q& ]/ R0 S; e% E
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any6 F8 j# D) d1 x2 Z$ ]
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
3 E! n; g" m0 p9 T0 Rwithout the consent of the holder, by the payment of an amount in cash for; K T6 G3 ^. |: U
each such share so redeemed of $25.00 together with all declared and unpaid
; Q( @1 v/ U* E e% P5 ?6 T# Edividends to the date fixed for redemption.: o/ f6 ~: J' I9 r$ d! F; c
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
( x; n0 \2 I7 ]* NShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
# E/ _4 M Q5 k' G" Qthe right, at their option, to convert, on February 25, 2014 and on
) j0 o1 K. F4 G7 O* _S-4
+ n; ?2 ^$ b* k @February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any8 K. ~- ^0 v: z# _
or all of their Preferred Shares Series 18 into an equal number of Preferred- N* U; D: h1 K% C
Shares Series 19 upon giving to the Bank notice thereof not earlier than; R, Y% z- D9 d1 ~7 \2 E O
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day: N0 t: w) t. R
preceding, a Series 18 Conversion Date.
^4 R+ A3 L# V5 x& g; N DAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
& k" x1 g- N4 {* G% C3 [0 zProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
2 Z7 v7 @$ O- G' d% h1 C+ QSeries 19, as the case may be, that there would be outstanding on such
# e9 k8 ` ^5 E6 ~& G. p. }Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
- ^, }' N, c0 I9 bsuch remaining number of Preferred Shares Series 18 will automatically be
9 O6 t' o* n7 h t$ b$ G/ F1 G2 Fconverted on such Series 18 Conversion Date into an equal number of$ ~, Z% ?0 M; \7 S" b
Preferred Shares Series 19. Additionally, if the Bank determines that, after; M I, `$ B8 v6 {6 z+ h9 H6 h
conversion, there would be outstanding on such Series 18 Conversion Date
1 \9 R- y- c! u' Zless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares8 x, s* V) T: N% J' e# i# p, @& C
Series 18 will be converted into Preferred Shares Series 19.
7 }: o9 @8 G. l. \3 r! c; BVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares3 N) z4 I8 Z" y& J2 {$ E
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
+ g2 |1 q% h# c u& Y8 qany meeting of the shareholders of the Bank unless and until the first time at
4 o& q' d/ m3 T9 l, Lwhich the Board of Directors has not declared the whole dividend on the
; A' x# \3 z0 cPreferred Shares Series 18 in any quarter. In that event, subject as
; U5 X& G+ |) shereinafter provided, the holders of Preferred Shares Series 18 will be
6 [9 m" j& r' w# G' pentitled to receive notice of, and to attend, meetings of shareholders at which
2 V! O ]2 p$ vdirectors of the Bank are to be elected and will be entitled to one vote for7 B% P) X5 A: U$ {; z
each Preferred Share Series 18 held. The voting rights of the holders of the8 ?9 Y3 C f3 O5 [4 Q
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
# c2 Z! o$ k2 s2 dthe first dividend on the Preferred Shares Series 18 to which the holders are
+ A" ?& y# w: I# w2 N- fentitled thereunder subsequent to the time such voting rights first arose until
" ?/ Z S3 c- [1 S9 S7 |such time as the Bank may again fail to declare the whole dividend on the
; Q) F4 p2 j; u: tPreferred Shares Series 18 in respect of any quarter, in which event such7 O$ [$ ~2 x% c0 ~1 M* g
voting rights will become effective again and so on from time to time.
% q$ o9 s; O0 y3 H4 A5 DPrincipal Characteristics of the Preferred Shares Series 19
' X5 Y* t& J! p$ @% FDividends: The holders of the Preferred Shares Series 19 will be entitled to receive7 B4 l3 ~- M3 g/ u! T. O; M
floating rate non-cumulative preferential cash dividends, as and when$ J2 Y& |$ C: ?- D' Q6 L1 w, B
declared by the Board of Directors, subject to the provisions of the Bank Act,
. A# C6 W: e. H Apayable quarterly on the 25th day of February, May, August and November
; t/ }+ n! v1 i1 C. l9 Fin each year, in the amount per share determined by multiplying the
. k& `2 [6 E% Vapplicable Quarterly Floating Dividend Rate by $25.00.
) [' H+ \3 T6 B0 }* h; Y( GOn the 30th day prior to the commencement of the initial quarterly dividend
+ o% X% F9 x* w1 aperiod beginning on February 25, 2014, and on the 30th day prior to the first
- b4 h# l" ]- ?# H% A! Iday of each subsequent quarterly dividend period (the initial quarterly# X: a$ s( ]! E. R
dividend period and each subsequent quarterly dividend period is referred to
/ f- @( m' {7 `/ F9 S+ E eas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the' E% ~5 c' j6 q0 Q1 N( ?
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate2 W5 \! R, k. u$ {7 S$ j
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
& \ r2 B6 a( s( qT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days' P/ `3 r/ f, Q; r1 A' r7 L: m
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
3 W7 H* D- f# |/ k7 G. V$ M1 Edetermined on the 30th day prior to the first day of the applicable Quarterly& k- O9 J$ D2 f& l: g1 P/ @$ S6 p
Floating Rate Period.
& Q9 S9 |) x; aS-5
- _4 E' W6 g4 Q2 n: z7 P# n; nIf the Board of Directors does not declare a dividend, or any part thereof, on( E0 \2 z( E" |# f( b
the Preferred Shares Series 19 on or before the dividend payment date for a( ?3 W! N9 ~! N) t
particular quarter, then the entitlement of the holders of the Preferred; P4 W4 P+ {! W7 N
Shares Series 19 to receive such dividend, or to any part thereof, for such
7 v4 A. m+ L' | Dquarter will be forever extinguished.
1 }" I0 \; e2 N# Q$ ZRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
3 m) u1 U7 `+ y: I& hSuperintendent and to the provisions described below under the heading! a% o# {& J0 @0 w
‘‘Details of the Offering — Certain Provisions of the Preferred Shares) }5 P$ b. K$ }7 M6 y& F
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,# `6 M; Z4 v* ?( h
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all s* M& ^# x. i z* t& @5 j; `
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
q4 R" ]& i! G. Qoption without the consent of the holder, by the payment of an amount in! _* O- ~) B' t: t% s
cash for each such share so redeemed of (i) $25.00 together with all declared( M/ t1 v0 b" `7 N
and unpaid dividends to the date fixed for redemption in the case of5 |( o6 R1 o6 k# K- S% l9 V
redemptions on February 25, 2019 and on February 25 every five years
. v- ^ L# @7 e) N2 t. Fthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
6 C Y% k ?" J7 d- A! [) \. ^4 xthe date fixed for redemption in the case of redemptions on any other date0 _9 R* a1 V& h2 h0 n2 q4 g& N
on or after February 25, 2014.! Q: ]1 A# l7 C1 `% P! B, {
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
1 R4 _- S2 k/ C+ @3 j) C6 wShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have5 S- W/ s& B3 ~3 f3 [1 n! Z0 m
the right, at their option, to convert, on February 25, 2019 and on
! s& g4 y# x1 i1 {9 mFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
/ {- z; q7 }! Z6 I' }or all of their Preferred Shares Series 19 into an equal number of Preferred2 S5 J h) F3 W6 ?- V8 N
Shares Series 18 upon giving to the Bank written notice thereof not earlier
3 e/ e% T; x7 B) M+ Lthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
9 k5 ]5 u J. N0 t( W15th day preceding, a Series 19 Conversion Date.& D) [$ D! r1 V; y) x
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
: r8 x/ o- g' q7 V, e# MProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
- r1 a6 F7 b1 J# r3 T2 xSeries 18, as the case may be, that there would be outstanding on such( D0 _8 D6 e8 P, C
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,; o0 l& ~5 s& ?7 o! g
such remaining number of Preferred Shares Series 19 will automatically be# o& ^( X4 ~6 U @1 \/ q) H
converted on such Series 19 Conversion Date into an equal number of6 r. v- U; W9 ^' R1 i2 H! J* U7 i
Preferred Shares Series 18. Additionally, if the Bank determines that, after
3 F' x3 Y5 E [7 wconversion, there would be outstanding on such Series 19 Conversion Date
( ?0 q0 D2 Y* n1 X8 T. t& [less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
, I0 i. O* |$ p) ISeries 19 will be converted into Preferred Shares Series 18.) D1 M2 l+ ^3 `3 {
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 q# e) j7 |3 h7 s6 `2 eSeries 19 will not be entitled as such to receive notice of, attend, or vote at, Y5 g4 Y; b8 E% n3 D" N8 H
any meeting of the shareholders of the Bank unless and until the first time at& D* R0 v ^. {3 Y/ h
which the Board of Directors has not declared the whole dividend on the% n8 h* f- K8 C! M7 t
Preferred Shares Series 19 in any quarter. In that event, subject as
9 J- s* r$ H( M; shereinafter provided, the holders of Preferred Shares Series 19 will be
- g1 g5 Z# N s+ R% yentitled to receive notice of, and to attend, meetings of shareholders at which- W; K6 l) g0 x
directors of the Bank are to be elected and will be entitled to one vote for% c9 ]6 s1 V) q9 a. T- i
each Preferred Share Series 19 held. The voting rights of the holders of the
9 S' L) f+ c3 a- B4 p! QPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
" `* q* E4 G. m, m2 F; e2 Wthe first dividend on the Preferred Shares Series 19 to which the holders are3 m# L) J, [( m& G4 }% b! S
entitled thereunder subsequent to the time such voting rights first arose until, z* t, f. C: t( E+ F; U3 K
such time as the Bank may again fail to declare the whole dividend on the0 `( T- d$ V; y' }
Preferred Shares Series 19 in respect of any quarter, in which event such" `7 @' `" i0 L3 Q8 R. A
voting rights will become effective again and so on from time to time.7 `! \8 w/ L, {& _1 V
S-6
/ c: z2 z; S" H. ?: PPriority: The preferred shares of each series of the Bank will rank on a parity with* I; T+ X! C, @- m2 C0 I$ b5 f
every other series and are entitled to preference over the common shares of3 M! u/ e7 @( }9 R' {) k, y
the Bank and over any other shares of the Bank ranking junior to the. }1 ~' _# l8 n/ P, X7 N
preferred shares with respect to the payment of dividends and upon any
4 v2 K0 j% G9 x8 Q0 |distribution of assets in the event of the liquidation, dissolution or
/ W" m5 Y# u$ swinding-up of the Bank.5 k" c1 ]$ k1 L1 f9 ]8 i* ?
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
% N2 T6 E/ |1 f: N1 v5 q+ b# X# JDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
/ ]' q7 { ~4 p, P+ KSeries 18 and Preferred Shares Series 19 will not be required to pay tax on8 p3 J6 ~: L4 |/ I2 w* @; I4 [
dividends received on such shares under Part IV.1 of such Act. |
|