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发表于 2008-11-29 16:58
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下面是BMO的:
2 Q8 G: k3 c; @7 e7 r% WSUMMARY OF THE OFFERING
/ G8 L5 ?+ l) |* T8 h9 x9 y& ?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’’.$ Q7 G! }" V4 J9 h+ V1 l: l* K
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
* \8 i2 {8 [7 \Amount: $150,000,000 (6,000,000 shares).$ d/ o# Y" U3 E1 x# o
Price and Yield: $25.00 per share to yield initially 6.50% per annum.' o0 x* p) h( a& j
Principal Characteristics of the Preferred Shares Series 184 |2 h8 `- A' {/ p9 E( r
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
) z( ~ z3 z" A+ ^non-cumulative preferential cash dividends, as and when declared by the" J: n' ?- W# V* U# l0 j8 Y" q
Board of Directors, subject to the provisions of the Bank Act, for the initial, q9 Z- p6 ]5 T' ]7 g
period commencing on the closing date and ending on and including( I9 `* Y m F$ P4 |3 n1 G. o' v
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
8 w0 N! @" X' k8 [+ d' B25th day of February, May, August and November in each year, at a rate& W) [6 {( |5 a$ |! d- |, Z ^# O
equal to $0.40625 per share. The initial dividend, if declared, will be payable" T- p0 X# ]% |) f- G
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing& f# Y8 F; w1 ~( K% p: ^7 n7 `: f
date of December 11, 2008.. Q$ ]* g+ Q6 z
For each five-year period after the Initial Fixed Rate Period (each, a+ a, x7 G) E$ r9 K* s
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares# l" Z, q( e# v. N+ |3 z
Series 18 will be entitled to receive fixed non-cumulative preferential cash
; h! s- V. n0 ndividends, as and when declared by the Board of Directors, subject to the" b- V. h2 S) X1 }0 l3 k1 p
provisions of the Bank Act, payable quarterly on the 25th day of February,
5 z& D7 R! ^$ zMay, August and November in each year, in the amount per share per annum( `4 g) L' O" _
determined by multiplying the Annual Fixed Dividend Rate applicable to
Q. ^! R, I! Xsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend" I) _+ w% g* Y) t
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
# K' p& r2 P8 L7 A. p6 Y+ x3 qBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
, \9 v, u# p- @1 ?- Wof such Subsequent Fixed Rate Period and will be equal to the sum of the
4 e9 q+ R1 L, ]* DGovernment of Canada Yield on the applicable Fixed Rate Calculation Date/ k4 ^0 h, ~8 d$ L
plus 3.83%.
( Y2 I9 Q8 l% [% n( e0 v# f! _If the Board of Directors does not declare a dividend, or any part thereof, on; E& r( w& L# Y) N6 E
the Preferred Shares Series 18 on or before the dividend payment date for a
. Z3 b" M/ d" b( q& A% {1 iparticular quarter, then the entitlement of the holders of the Preferred
/ J. W4 v8 ]' [' o6 `& \* |Shares Series 18 to receive such dividend, or to any part thereof, for such
. g L0 w, K0 o* W' c) v+ Qquarter will be forever extinguished.4 b x4 a e1 k& |" D# S5 G
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the* j% q5 A8 H0 e/ ~( J2 H6 {
Superintendent and to the provisions described below under ‘‘Details of the- a& m! t; p3 s) e9 j
Offering — Certain Provisions of the Preferred Shares Series 18 as a
- I( a! @9 T1 N1 u+ v8 [Series — Restrictions on Dividends and Retirement of Shares’’, on3 X l$ `+ L9 `0 O
February 25, 2014 and on February 25 every five years thereafter, on not) B' a; W6 L9 @0 p) f) L# k+ {
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
j. @* u7 s: xpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
, y* B" b( K) F9 Gwithout the consent of the holder, by the payment of an amount in cash for: a6 a) u2 _( z2 O: c w0 h
each such share so redeemed of $25.00 together with all declared and unpaid
4 B6 h3 H6 e* v+ ]: h+ ]9 fdividends to the date fixed for redemption.
2 V& T; Z5 ~$ d: b( r0 EConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
4 T) l+ x, e0 w, LShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
) u9 u2 ~, N2 `; Zthe right, at their option, to convert, on February 25, 2014 and on2 o- e; p8 d2 |0 J
S-4
* ?" u* M" }$ k# `6 _8 N, vFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
& h4 \- Y5 P$ e; X$ Por all of their Preferred Shares Series 18 into an equal number of Preferred
: O5 {7 G# u8 z1 D8 g3 RShares Series 19 upon giving to the Bank notice thereof not earlier than
* Y0 X8 X) f* \# I30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
+ g3 A4 }" d9 ^9 Y2 m- O0 upreceding, a Series 18 Conversion Date.5 @1 R ?2 g, B$ L4 i' |/ X9 z2 b
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
0 T* L0 d; y& [" m7 ^2 gProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
: w: {; G- @. U8 z3 XSeries 19, as the case may be, that there would be outstanding on such- t: t% ?9 q& A+ w+ u# X
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,& v& p9 g+ p4 ?( w+ V
such remaining number of Preferred Shares Series 18 will automatically be+ L2 E( i7 E9 ?7 Z4 e' ^
converted on such Series 18 Conversion Date into an equal number of
) Q; A: k8 I$ D7 G3 oPreferred Shares Series 19. Additionally, if the Bank determines that, after7 b) n) S; F& F% u/ \
conversion, there would be outstanding on such Series 18 Conversion Date
0 F8 g: y- ~! Q3 M2 rless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
( v6 S, A/ ^( n6 n+ K, f, L: ySeries 18 will be converted into Preferred Shares Series 19.
" y) x" X T8 @& AVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. Z; L$ a% o* ~" n+ q6 TSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
% S/ G) h+ j: O% g+ Qany meeting of the shareholders of the Bank unless and until the first time at; S+ F8 y9 [2 @% @: A! f) T; b- \
which the Board of Directors has not declared the whole dividend on the) a- v0 J6 x6 j
Preferred Shares Series 18 in any quarter. In that event, subject as
3 z9 e! b2 p/ U: m9 |: qhereinafter provided, the holders of Preferred Shares Series 18 will be
, L J' R1 f# {: A# F- Jentitled to receive notice of, and to attend, meetings of shareholders at which3 a* r% E3 H0 g j
directors of the Bank are to be elected and will be entitled to one vote for9 }0 \* x* y) r3 P1 q! ^& A
each Preferred Share Series 18 held. The voting rights of the holders of the
# q: I r$ G3 g6 DPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
) n( W$ [7 w/ @ ^the first dividend on the Preferred Shares Series 18 to which the holders are
+ j" _9 K/ `/ s7 B$ _% zentitled thereunder subsequent to the time such voting rights first arose until& x. `+ H( x ?! [ a/ K! u
such time as the Bank may again fail to declare the whole dividend on the
) L3 ]* ^# w [ _2 E0 r: cPreferred Shares Series 18 in respect of any quarter, in which event such) \4 v% v `8 ]! h5 ]4 }
voting rights will become effective again and so on from time to time.) K# ^( ]3 d/ j
Principal Characteristics of the Preferred Shares Series 19; Q1 u' e" F1 `9 N5 I: x
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive& o" _/ n7 F+ ~( {4 z& ^) M
floating rate non-cumulative preferential cash dividends, as and when
( V$ m& C4 W. Ldeclared by the Board of Directors, subject to the provisions of the Bank Act,4 X9 E/ @4 p$ T# S0 B
payable quarterly on the 25th day of February, May, August and November
) W6 L7 {- F# v0 tin each year, in the amount per share determined by multiplying the
% N2 Q5 t3 }5 t/ c: G7 oapplicable Quarterly Floating Dividend Rate by $25.00.+ Z- R6 w) o3 f- @; A
On the 30th day prior to the commencement of the initial quarterly dividend# U0 g' ^6 H8 x4 k$ l% P: l( E
period beginning on February 25, 2014, and on the 30th day prior to the first
7 c' n& K0 S4 W; a! hday of each subsequent quarterly dividend period (the initial quarterly- s0 J# j+ J6 M
dividend period and each subsequent quarterly dividend period is referred to
# M+ r4 f5 L; ~+ j# q& m e$ a5 uas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
4 V9 U8 k4 A1 Z+ iQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate6 z* B5 t# `! @& Y* h% G* K V
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the% B. J( U' i- `! X8 |
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days" r1 t/ C A `$ c1 P" S0 w
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
' f, g& M* T9 F! e: `determined on the 30th day prior to the first day of the applicable Quarterly
1 L1 t. G; K# i& H: U- v& a) n( BFloating Rate Period.
' a" n5 Q% R1 I9 M! ]! V$ bS-5* a. Q- U0 M" A5 X" _4 {
If the Board of Directors does not declare a dividend, or any part thereof, on2 n. ^6 q, b- c# A& I/ s
the Preferred Shares Series 19 on or before the dividend payment date for a
4 g; ]# a- T N7 w$ Rparticular quarter, then the entitlement of the holders of the Preferred
" k! z) k* X* J# mShares Series 19 to receive such dividend, or to any part thereof, for such
" t9 Q, k) H+ p" y; P% e- h" F xquarter will be forever extinguished.
4 { `1 P3 q) Q& k+ e+ R3 m* tRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
' ` p6 c7 M/ sSuperintendent and to the provisions described below under the heading
: M6 B% ~/ b. Z! D) P‘‘Details of the Offering — Certain Provisions of the Preferred Shares* E3 I$ |3 }) E% n
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,! T; h$ J S$ F' {, \4 k0 ?
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all( ]; T4 B8 L6 z5 m3 j9 }" \. ^- i
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s r' _( K( r. k* ^
option without the consent of the holder, by the payment of an amount in; l6 I4 c3 s2 G
cash for each such share so redeemed of (i) $25.00 together with all declared1 K+ X. W: \6 Z$ z. x1 r
and unpaid dividends to the date fixed for redemption in the case of; H J; Y" U; P' B0 ?" i7 |/ J
redemptions on February 25, 2019 and on February 25 every five years. O9 m4 R+ m, |8 a: _" a
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
# v1 v% V: c# k* g, c0 P+ S. rthe date fixed for redemption in the case of redemptions on any other date
1 P: X" y6 q! c6 }) I2 mon or after February 25, 2014.
) r p% ~( t0 a# g: UConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic. R) F- ^' S% y Y0 ?! J. b
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
) b% w6 C$ ]2 v* Wthe right, at their option, to convert, on February 25, 2019 and on+ g2 T0 P% G% O3 i; g
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any; A0 c: _1 Q$ B S% H! g) B+ s* n
or all of their Preferred Shares Series 19 into an equal number of Preferred$ y6 @; I7 ^, e
Shares Series 18 upon giving to the Bank written notice thereof not earlier
) w- O& h4 S3 X2 `5 Qthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the9 I. O9 Y8 p# |! A/ a! v
15th day preceding, a Series 19 Conversion Date.
# Y$ x* z3 ]6 [+ rAutomatic Conversion If the Bank determines, after having taken into account all shares tendered7 `# J/ N. g9 P3 e1 {% |
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
/ R, u6 V5 W' ~& R4 z9 hSeries 18, as the case may be, that there would be outstanding on such5 P/ h. X9 d+ `5 O0 ?/ K2 r; E8 h
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
0 Z# B9 l: l; k( J# _) Asuch remaining number of Preferred Shares Series 19 will automatically be) Z2 j* w7 ~. S! W( s1 H
converted on such Series 19 Conversion Date into an equal number of
" H5 O% t M8 @9 }Preferred Shares Series 18. Additionally, if the Bank determines that, after
( l0 ?) r/ \& v! i9 n% \3 Qconversion, there would be outstanding on such Series 19 Conversion Date# f2 h1 p- z6 x6 Q' d$ r9 C
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares' U0 M; B# H4 R }' r
Series 19 will be converted into Preferred Shares Series 18.
* S* J# \* X: q; z) k2 lVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
( o) ~, r* i. F. B0 rSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
7 n- n2 x# Z+ U' G7 `+ aany meeting of the shareholders of the Bank unless and until the first time at, b- t6 {, L5 f+ [, I
which the Board of Directors has not declared the whole dividend on the
/ G/ y* U; D8 D9 z; T8 j5 ?Preferred Shares Series 19 in any quarter. In that event, subject as Y8 R8 [9 @% Q T6 ?! a) h6 l# N
hereinafter provided, the holders of Preferred Shares Series 19 will be
' [, G/ J4 |1 R1 a! F& ^0 W, H4 p; }entitled to receive notice of, and to attend, meetings of shareholders at which
8 c7 |0 k5 O2 c3 O- n5 d: L+ Adirectors of the Bank are to be elected and will be entitled to one vote for
$ _ @& y L5 s0 l) Veach Preferred Share Series 19 held. The voting rights of the holders of the% W; L$ i. i+ l7 C5 @2 b, c
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of" _' @+ T; c& `5 S: |
the first dividend on the Preferred Shares Series 19 to which the holders are
5 d U0 {! e5 K( ^4 Z! Mentitled thereunder subsequent to the time such voting rights first arose until
. ]' e9 Q' d5 w. \$ }- d- Zsuch time as the Bank may again fail to declare the whole dividend on the8 k! [: M _+ `) V3 |! h
Preferred Shares Series 19 in respect of any quarter, in which event such
+ S( ^+ v1 [0 }4 {+ v: B# C/ k$ {' ?/ Kvoting rights will become effective again and so on from time to time.
: X7 V( v: a7 U& Z" l* HS-64 Q [; H: t8 v( P5 v2 M
Priority: The preferred shares of each series of the Bank will rank on a parity with6 I/ ^/ d" |. X" m5 d
every other series and are entitled to preference over the common shares of; k' g/ V$ ^! I5 L* d& F
the Bank and over any other shares of the Bank ranking junior to the
" V9 m( I- l& P& vpreferred shares with respect to the payment of dividends and upon any }( {# k* m; J% w* ~2 M1 _
distribution of assets in the event of the liquidation, dissolution or/ \7 k, Q c; x4 \8 g' Z
winding-up of the Bank.
9 C- W) M; O7 t' ^6 {" S2 FTax on Preferred Share The Bank will elect, in the manner and within the time provided under
s1 N3 g* Q+ P( A6 [* yDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares/ V6 Y) S( C3 j O! V7 E% |
Series 18 and Preferred Shares Series 19 will not be required to pay tax on4 Q- N% z' [; c+ z
dividends received on such shares under Part IV.1 of such Act. |
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