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发表于 2008-11-29 16:58
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下面是BMO的: s+ a( \8 ?, ]" p5 J/ `; y7 u& a
SUMMARY OF THE OFFERING O1 g8 e3 h- X ~! V8 c0 F/ 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’’.+ y: j6 d4 e$ }7 z9 s
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.. Y1 q/ E, B$ B4 D6 @
Amount: $150,000,000 (6,000,000 shares).
/ v" @& d" K8 ~# h! i- Y4 ]Price and Yield: $25.00 per share to yield initially 6.50% per annum.
5 c# p3 P' Z8 Y$ E! L6 ^Principal Characteristics of the Preferred Shares Series 18
( G* f% |! F1 r! ]* _* w( B/ Q& PDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed/ `% N3 B+ @" r: y: a- n9 m
non-cumulative preferential cash dividends, as and when declared by the+ y- M: R% z- B4 {* n
Board of Directors, subject to the provisions of the Bank Act, for the initial
- y! y6 u/ \! t6 ^! n9 ^8 Bperiod commencing on the closing date and ending on and including
" X ]3 n% f+ x; N7 h" X1 |February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
, a7 Y0 o1 |7 L+ y25th day of February, May, August and November in each year, at a rate& I/ L X' V5 v( {. o* J
equal to $0.40625 per share. The initial dividend, if declared, will be payable. @1 V, `6 Y% b. W& U
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
X0 D N! E! r2 d+ a! Idate of December 11, 2008.. v: b0 H+ H* s/ t6 X9 F2 U
For each five-year period after the Initial Fixed Rate Period (each, a
2 J5 W% d6 S- ]7 |' t‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
8 X" m9 J L s' v/ P% jSeries 18 will be entitled to receive fixed non-cumulative preferential cash' j: l: V) o; z5 P
dividends, as and when declared by the Board of Directors, subject to the: V: y$ }! y8 i0 S$ p7 O4 V
provisions of the Bank Act, payable quarterly on the 25th day of February,7 l4 F: J1 \5 e! E. u; {6 {* Z
May, August and November in each year, in the amount per share per annum
! {+ N, ?$ V; |4 y: I. Hdetermined by multiplying the Annual Fixed Dividend Rate applicable to7 n2 J" K4 d# L0 L
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend& N! _4 ]% J6 E( e
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
1 p1 M6 H- p) [$ U. @Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
& R7 N n$ X4 p- `of such Subsequent Fixed Rate Period and will be equal to the sum of the
" G, x: a% F2 \) zGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
! {6 Z9 Q" f4 ]* j) dplus 3.83%.9 Y5 N$ w, D8 B6 M3 M8 J
If the Board of Directors does not declare a dividend, or any part thereof, on
2 f, f T( Y9 \ H+ A" fthe Preferred Shares Series 18 on or before the dividend payment date for a" q! l1 R& k+ h' G! J2 W
particular quarter, then the entitlement of the holders of the Preferred+ q* n5 M1 X' }! [0 O* t9 w
Shares Series 18 to receive such dividend, or to any part thereof, for such6 ^" s$ o. x$ l$ h% B+ t, R; w* u4 P7 g
quarter will be forever extinguished.6 O! M' ~) c7 j# Q( L! }
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 b# @# n* h% |; y( b0 m1 BSuperintendent and to the provisions described below under ‘‘Details of the
4 G0 o7 O) r& A/ |Offering — Certain Provisions of the Preferred Shares Series 18 as a
8 u, q+ J a- E0 {3 F4 K- L9 g9 ]! PSeries — Restrictions on Dividends and Retirement of Shares’’, on5 f: _/ w7 y' v; m* }
February 25, 2014 and on February 25 every five years thereafter, on not. V4 R& u3 j% F _. ]# Z1 T8 p& W9 R
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
8 v+ W5 d7 I# u( zpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
0 H& D9 A, B1 b9 wwithout the consent of the holder, by the payment of an amount in cash for7 q, B) A5 J# Q' _4 w
each such share so redeemed of $25.00 together with all declared and unpaid+ D: U; Q( Z# {8 S
dividends to the date fixed for redemption.
# ]3 X0 g N9 E* k; {Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
! T) I" I+ C* G8 W2 h3 ~0 |Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
6 h) M: {8 Q3 U9 athe right, at their option, to convert, on February 25, 2014 and on0 g' j* s# p9 ~1 {1 l
S-4
~$ r3 G: K, b. {: `$ {February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any5 I3 H) i9 j+ u$ G" F2 V
or all of their Preferred Shares Series 18 into an equal number of Preferred
+ {, |8 p3 E/ Y0 A w- _% C+ D) jShares Series 19 upon giving to the Bank notice thereof not earlier than4 r1 [6 i5 Y. {$ x' [: m
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
/ k7 ]& o1 X1 d0 i+ n, ?+ Vpreceding, a Series 18 Conversion Date.1 Q7 B) }5 [8 I/ h
Automatic Conversion If the Bank determines, after having taken into account all shares tendered; h# n; R- h' J
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares) t% {. Z8 V' ]' W2 w8 [2 ]
Series 19, as the case may be, that there would be outstanding on such4 e6 |: ]% s6 R/ m9 a5 J8 x
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
6 L4 I+ Q& u1 rsuch remaining number of Preferred Shares Series 18 will automatically be( D# m" @( }; M; @' l# P
converted on such Series 18 Conversion Date into an equal number of# ^2 D0 F' }9 z; `* D
Preferred Shares Series 19. Additionally, if the Bank determines that, after
) r) F7 t9 A% L4 o7 B/ t4 `2 [1 cconversion, there would be outstanding on such Series 18 Conversion Date5 f5 W) r6 {5 v
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
5 y1 u: v5 u4 e* D% D# [Series 18 will be converted into Preferred Shares Series 19.
# x @6 n9 y/ I) G/ wVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
: ?# f4 u6 I# ASeries 18 will not be entitled as such to receive notice of, attend, or vote at,
3 z" C6 D/ Q9 b, q$ Z, a9 _any meeting of the shareholders of the Bank unless and until the first time at% y+ I9 h/ R0 X
which the Board of Directors has not declared the whole dividend on the
( V% H+ n6 S& W/ aPreferred Shares Series 18 in any quarter. In that event, subject as
( i2 j. m5 b* i7 D, u' p2 T2 whereinafter provided, the holders of Preferred Shares Series 18 will be
2 Q1 m2 l: K6 {entitled to receive notice of, and to attend, meetings of shareholders at which! E3 ]. G. j' c) W1 Y
directors of the Bank are to be elected and will be entitled to one vote for
' I! W! o4 E6 u" Jeach Preferred Share Series 18 held. The voting rights of the holders of the
" Y0 ~' l2 M2 pPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
3 |" y% f3 E7 U/ e" h" w$ cthe first dividend on the Preferred Shares Series 18 to which the holders are
( B2 l" z3 c+ d4 centitled thereunder subsequent to the time such voting rights first arose until7 [4 A: S. K9 r: A. o2 m$ D
such time as the Bank may again fail to declare the whole dividend on the: C& O9 G4 }- O% V/ l
Preferred Shares Series 18 in respect of any quarter, in which event such
9 L) }' x0 T! F; n0 S/ Z9 Pvoting rights will become effective again and so on from time to time.
6 M2 Y4 v9 \1 ]4 l' c, u8 QPrincipal Characteristics of the Preferred Shares Series 19# D0 g. Q2 |# m' u* N$ H
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
7 s( @( K; D7 |# F! Z% F0 n( x* [floating rate non-cumulative preferential cash dividends, as and when
6 `/ T) _6 u" h3 l3 e |declared by the Board of Directors, subject to the provisions of the Bank Act,
! O4 P4 L% i9 e$ S* ?: Lpayable quarterly on the 25th day of February, May, August and November* o1 j0 ^9 @: n. G& D4 {! ?: l. T
in each year, in the amount per share determined by multiplying the
. f0 y* B0 O( a* _* I+ k8 dapplicable Quarterly Floating Dividend Rate by $25.00.
1 a* p( B% o/ v5 c0 gOn the 30th day prior to the commencement of the initial quarterly dividend i8 r. |) j$ s& O- h
period beginning on February 25, 2014, and on the 30th day prior to the first
x- X) I. C$ a. ^& H' }* mday of each subsequent quarterly dividend period (the initial quarterly
3 Z6 F7 u- H4 c8 }* B/ Wdividend period and each subsequent quarterly dividend period is referred to
# p* z3 `1 H! W7 ]& T6 K7 qas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
- h2 [5 l. n+ n* K; @Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate4 N. s3 b( Q/ S; z4 Z
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the. z) U5 i' N7 q, c) A; A0 x( n
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days& |- \" F0 L! P/ `/ l$ c1 B
elapsed in the applicable Quarterly Floating Rate Period divided by 365)5 O) q; a. s, I, d/ q% X6 Q
determined on the 30th day prior to the first day of the applicable Quarterly
- Z( I7 v: d, c1 ~) o! CFloating Rate Period.- U$ }9 H' A" ]' Z1 F
S-5! a& K4 G- M( P, o- A( M4 y z
If the Board of Directors does not declare a dividend, or any part thereof, on) ^5 a; b( }: @8 L
the Preferred Shares Series 19 on or before the dividend payment date for a5 C3 {( i/ Z- ~6 j8 h# E
particular quarter, then the entitlement of the holders of the Preferred0 O4 z7 B# s( X: E! w9 s0 k1 D
Shares Series 19 to receive such dividend, or to any part thereof, for such
' ]' u7 X l/ k$ Uquarter will be forever extinguished.
. m# h6 F( h# }9 J" tRedemption: Subject to the provisions of the Bank Act and to the prior consent of the, O$ Q# j0 i) D: |! T) l) w! j
Superintendent and to the provisions described below under the heading
4 K/ r* n) z% E' B5 g6 L9 G‘‘Details of the Offering — Certain Provisions of the Preferred Shares
+ H- b- \& Q+ B8 K3 tSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,* r) h7 d4 v8 {2 W6 v1 e7 L X+ o
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all$ I6 l& \; z$ P# b9 c7 Y
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s" w& {4 V$ B+ h; g; J. a& V! o
option without the consent of the holder, by the payment of an amount in
* U$ t2 s9 c+ N% X G+ tcash for each such share so redeemed of (i) $25.00 together with all declared$ ^& x7 S! Q, H9 r7 M' _! w
and unpaid dividends to the date fixed for redemption in the case of
1 T2 G5 y% d7 g6 ^( c3 Predemptions on February 25, 2019 and on February 25 every five years! n+ I% c% A: ] q$ _4 B
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to5 O/ c. j# G8 \
the date fixed for redemption in the case of redemptions on any other date! i/ g# H; R" ~; j' h
on or after February 25, 2014.
' U' N: }" m9 k, O vConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic+ N" ?& W0 b8 }% z
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have t- F7 Z& }1 `2 `
the right, at their option, to convert, on February 25, 2019 and on+ M7 A" a5 L2 B1 _+ [( S
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
: o: q2 E0 u) y0 \" p- ^or all of their Preferred Shares Series 19 into an equal number of Preferred! u. w- N6 j, H M1 g
Shares Series 18 upon giving to the Bank written notice thereof not earlier
; v7 ?" z9 q* x6 B( fthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
; J) V6 u3 n5 A% m7 \4 t- }15th day preceding, a Series 19 Conversion Date.
( V$ y. D* _% x0 i% C/ zAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
+ ]) z; w' F, i/ E/ f8 Q7 IProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares$ R' ^7 c6 x- y1 P0 [, j: G& h
Series 18, as the case may be, that there would be outstanding on such& X4 l. k/ p# {
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
9 }" k& o% n! T2 S: Z) }3 _such remaining number of Preferred Shares Series 19 will automatically be2 t( C. J, J3 I( S# d6 ~: m
converted on such Series 19 Conversion Date into an equal number of
5 t8 N* k {) k2 L H8 ]4 s5 jPreferred Shares Series 18. Additionally, if the Bank determines that, after% L: {4 T3 w" q! i
conversion, there would be outstanding on such Series 19 Conversion Date1 S" \; o/ I9 }5 q" j
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
7 H1 ?( H2 h% Z1 ESeries 19 will be converted into Preferred Shares Series 18.6 d: ]; k0 i& @& R+ O
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares5 v6 N% W6 I, P# O. l* m
Series 19 will not be entitled as such to receive notice of, attend, or vote at,4 r, w# w2 O3 X# d0 U$ j
any meeting of the shareholders of the Bank unless and until the first time at/ u" I9 B3 N; N* q
which the Board of Directors has not declared the whole dividend on the
+ z1 a. S* d0 k3 lPreferred Shares Series 19 in any quarter. In that event, subject as
7 ?' P9 A' R4 N* k3 y% uhereinafter provided, the holders of Preferred Shares Series 19 will be
# \; c& I! A$ S& Aentitled to receive notice of, and to attend, meetings of shareholders at which8 ^/ K' E4 i8 z6 I/ a: O: G
directors of the Bank are to be elected and will be entitled to one vote for
" t: O5 [& T: J. Teach Preferred Share Series 19 held. The voting rights of the holders of the' }0 o3 h# I& B0 e
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
; G! u( d4 h" y- W: O# O6 ythe first dividend on the Preferred Shares Series 19 to which the holders are
. n6 X% w5 a& n3 l8 h4 H6 z mentitled thereunder subsequent to the time such voting rights first arose until: ^, c# w7 U9 a% ]8 `
such time as the Bank may again fail to declare the whole dividend on the( p- u1 g8 c. r
Preferred Shares Series 19 in respect of any quarter, in which event such3 E0 c* J5 w9 T
voting rights will become effective again and so on from time to time.
/ T$ S' v( y' S, vS-6
: g9 q) Q: w9 aPriority: The preferred shares of each series of the Bank will rank on a parity with
4 `9 X8 g6 G- l4 w! ]2 D4 e4 Eevery other series and are entitled to preference over the common shares of
# V) X) U2 a; I. x- o S2 J' Ythe Bank and over any other shares of the Bank ranking junior to the# [7 |9 f' t3 Y0 x* C; c
preferred shares with respect to the payment of dividends and upon any
) M# B) D% \) Q1 Kdistribution of assets in the event of the liquidation, dissolution or
% q! ^$ y) O; H$ H2 y+ Jwinding-up of the Bank.- j) r2 K L4 F( S9 A5 B# I9 f
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under9 c/ c( O+ R; P' ^7 N' M" h6 z
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
, K1 M7 h. D2 q3 X* Q# X: W+ PSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
4 i8 k6 `0 S4 @ ~+ | odividends received on such shares under Part IV.1 of such Act. |
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