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发表于 2008-11-29 16:58
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下面是BMO的:
7 H9 g8 `, T: ~: l$ n0 jSUMMARY OF THE OFFERING
, W6 M% O3 z0 t' x& [+ Y7 TThis 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’’.
( b: C7 u0 k; T- e# P' a" IIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.8 O+ H7 B, Z7 k4 v: I2 s* I& U$ g
Amount: $150,000,000 (6,000,000 shares).
, \6 t9 I" ]. }5 C3 ?# y. c q/ |Price and Yield: $25.00 per share to yield initially 6.50% per annum.
6 m- x% p" Q5 g8 Z' S2 ~Principal Characteristics of the Preferred Shares Series 18 M* `5 A2 u* i% w
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed* @9 i1 k0 ]1 [2 H0 x/ f; N
non-cumulative preferential cash dividends, as and when declared by the8 B0 b) n2 z. t" ~3 t5 p3 o
Board of Directors, subject to the provisions of the Bank Act, for the initial
' C$ p* N; T0 |' a1 eperiod commencing on the closing date and ending on and including
2 S1 c# W2 V3 N& m, a; Q. U% XFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the5 v3 b Y* x% V
25th day of February, May, August and November in each year, at a rate
0 v' S/ z$ U+ N& H. Xequal to $0.40625 per share. The initial dividend, if declared, will be payable
1 W/ p$ m- D5 l0 X% M0 K! pMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
2 L# N) A" J1 w1 w: j* e/ Kdate of December 11, 2008.
' i0 j1 N3 v5 B+ ^. x: {For each five-year period after the Initial Fixed Rate Period (each, a
( w. v6 v+ P& G1 F‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
/ G8 x2 w9 S) g) T0 jSeries 18 will be entitled to receive fixed non-cumulative preferential cash
0 r: S# H( ~- T4 P7 gdividends, as and when declared by the Board of Directors, subject to the
1 Y3 y/ ]" ~* f+ U( xprovisions of the Bank Act, payable quarterly on the 25th day of February,
# W2 ^9 n5 r' @, T1 _: y, {8 ]" z. JMay, August and November in each year, in the amount per share per annum
$ e, |3 L4 z# K) _: ydetermined by multiplying the Annual Fixed Dividend Rate applicable to6 \# [; Y: s! N
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
# Z. Q# }* t. d+ g9 \; Q& lRate for the ensuing Subsequent Fixed Rate Period will be determined by the* h+ m% L& b' l7 m* A9 \9 V5 n
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day9 o! [8 s) ^ g1 `# B! ~1 D
of such Subsequent Fixed Rate Period and will be equal to the sum of the
$ x" }1 c9 D: Q5 X/ H7 ZGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
! e4 ^5 J: D, |/ L* @% g* Eplus 3.83%.$ w# ~/ O; T1 O; C- v( R
If the Board of Directors does not declare a dividend, or any part thereof, on
& H* ^8 L: E& t% U6 {# j5 a7 uthe Preferred Shares Series 18 on or before the dividend payment date for a% X @8 u2 x3 s$ m" j P
particular quarter, then the entitlement of the holders of the Preferred
, `6 i! y4 v6 t- qShares Series 18 to receive such dividend, or to any part thereof, for such4 I6 @, d9 S, l2 |1 t
quarter will be forever extinguished.* E7 S( E# n0 G; |. i" }( t0 n; [
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
! t: _' x! F3 _! bSuperintendent and to the provisions described below under ‘‘Details of the
5 F5 v* M6 u& S. `) K& S* DOffering — Certain Provisions of the Preferred Shares Series 18 as a5 g3 f, ?: [ ?$ z: Z
Series — Restrictions on Dividends and Retirement of Shares’’, on
4 d) v2 ~8 x$ kFebruary 25, 2014 and on February 25 every five years thereafter, on not! ~4 e9 X+ y! }; ~ m
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any* t; `+ L% J* J( |
part of the then outstanding Preferred Shares Series 18, at the Bank’s option5 b- L4 G6 c$ p9 h' k! \& ]
without the consent of the holder, by the payment of an amount in cash for! N0 I# S# Z2 x) a8 J; C9 l- G
each such share so redeemed of $25.00 together with all declared and unpaid
7 Y) l5 M2 }. U; C, T k; pdividends to the date fixed for redemption.
4 x0 F0 v: B5 v$ H GConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic' _& z2 U, a( y5 t
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
2 [, R2 y+ s. @" Q6 }+ E$ e5 z7 @4 Hthe right, at their option, to convert, on February 25, 2014 and on
' v1 w; b, r0 V- aS-4
' | U- b7 H! qFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
4 T2 [" m Y' J2 M* dor all of their Preferred Shares Series 18 into an equal number of Preferred/ h/ U3 v3 \* G1 A% K q9 ?3 C
Shares Series 19 upon giving to the Bank notice thereof not earlier than9 T E: l1 s6 Y- B- u4 \
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day% a# J+ `6 L& ~; R3 |
preceding, a Series 18 Conversion Date.
4 p. `1 z. W4 `( LAutomatic Conversion If the Bank determines, after having taken into account all shares tendered: x$ I$ `# i6 y, C
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
) i! ^7 _* P: \+ ~1 N# W+ z0 QSeries 19, as the case may be, that there would be outstanding on such5 k' ~5 C0 d x( h$ } v
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,9 ]' J* d- e' ^- N1 K
such remaining number of Preferred Shares Series 18 will automatically be
8 H& E t# U3 I2 B/ L2 Oconverted on such Series 18 Conversion Date into an equal number of" U2 \5 @8 Y" [3 k
Preferred Shares Series 19. Additionally, if the Bank determines that, after/ F1 y& ~: P- _
conversion, there would be outstanding on such Series 18 Conversion Date
9 t' f+ }3 M2 t, V8 e; y( T, I) sless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
+ i: a- J3 d# R3 R: X$ T1 FSeries 18 will be converted into Preferred Shares Series 19.
, v( C0 S4 e3 L! C6 K0 bVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: f/ Z* U" ~8 ^: p. B
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
5 t" G3 p* V4 h8 B# Z; M- ~any meeting of the shareholders of the Bank unless and until the first time at- y8 d' v* W6 k$ M6 d
which the Board of Directors has not declared the whole dividend on the
. Z$ G4 g1 N3 P7 gPreferred Shares Series 18 in any quarter. In that event, subject as3 l+ m! d3 ^8 u! r3 W: Z# A
hereinafter provided, the holders of Preferred Shares Series 18 will be
1 I5 x- u) j& C# Q: V. e3 [2 Qentitled to receive notice of, and to attend, meetings of shareholders at which
1 Q6 I- S/ O# s( j5 Z1 A; T% v$ \directors of the Bank are to be elected and will be entitled to one vote for9 {9 ]* ?( Z1 F& f/ F9 P+ ~5 l
each Preferred Share Series 18 held. The voting rights of the holders of the @3 M5 X, U. n& U% K; q
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of: Z; y/ K5 X E
the first dividend on the Preferred Shares Series 18 to which the holders are7 R/ {: N4 T8 w9 K0 Q: q3 w8 n5 {
entitled thereunder subsequent to the time such voting rights first arose until
' r! I9 Z8 n9 _3 tsuch time as the Bank may again fail to declare the whole dividend on the' `( a- K" o4 m4 n' l8 V
Preferred Shares Series 18 in respect of any quarter, in which event such0 k: n( [! E) U$ k0 t- t( N
voting rights will become effective again and so on from time to time.1 u. |6 ?7 U/ y; |! ~) L
Principal Characteristics of the Preferred Shares Series 19. q2 W# O( u4 i; a( h, r
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive" ^: }& n2 v- A
floating rate non-cumulative preferential cash dividends, as and when
, [; i6 a) j4 e" d+ U) W. Zdeclared by the Board of Directors, subject to the provisions of the Bank Act," L5 a4 j+ x( @4 `
payable quarterly on the 25th day of February, May, August and November
4 _- u# h3 W9 D @+ ?. Win each year, in the amount per share determined by multiplying the r: b4 \7 `7 _2 @4 b6 y3 Z- H
applicable Quarterly Floating Dividend Rate by $25.00.6 n* I! o" s7 c$ {- Y4 H/ l
On the 30th day prior to the commencement of the initial quarterly dividend* b3 O6 ^: z1 t0 w
period beginning on February 25, 2014, and on the 30th day prior to the first
3 A; R4 N6 k$ k$ d& Mday of each subsequent quarterly dividend period (the initial quarterly# Y; N/ Y$ D% g) E6 v z
dividend period and each subsequent quarterly dividend period is referred to% Y( B5 I2 {5 X1 e- d* P7 z/ X
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
e. j; k$ n9 J. y! H- lQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
" Z; U, l8 ~* m h- N+ KPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
% q; ?$ R* P0 U" g: LT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days! c: h! r' D+ x# o# E# m: {* h3 g
elapsed in the applicable Quarterly Floating Rate Period divided by 365). H N0 r7 f& o4 Y. z8 m
determined on the 30th day prior to the first day of the applicable Quarterly
$ R" D: l2 C# J. ZFloating Rate Period.
- d5 d: F* k/ J: M) s6 r: `S-5% \$ `7 w3 }3 Q( V% ~. p6 M
If the Board of Directors does not declare a dividend, or any part thereof, on# \4 L0 }% o8 |) J$ w
the Preferred Shares Series 19 on or before the dividend payment date for a. X, @& K8 w; ~6 g0 p0 c; A
particular quarter, then the entitlement of the holders of the Preferred
! p7 O" V$ _. E6 q0 aShares Series 19 to receive such dividend, or to any part thereof, for such& }# F: P3 [+ U. P
quarter will be forever extinguished.* x* D. I% \3 f( o& @; M; @
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the2 o% `4 ~, [$ c( E( T
Superintendent and to the provisions described below under the heading# V* I* {) d# g, r5 n X1 F! g$ a
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
6 E) u: N; W+ B( VSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,1 P+ \/ D+ i1 o) ]' p- R4 ]4 M
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
% o% m# B' ^, m: x/ p( k ~: w% Kor any part of the then outstanding Preferred Shares Series 19, at the Bank’s3 C* x5 X2 |. _1 l3 e
option without the consent of the holder, by the payment of an amount in
+ b3 P' ]6 q% k) K; z0 jcash for each such share so redeemed of (i) $25.00 together with all declared _. b {' y/ X" K5 _; ?
and unpaid dividends to the date fixed for redemption in the case of$ G- A) {- n4 g# p
redemptions on February 25, 2019 and on February 25 every five years
" J3 D; h) O% B0 @" N% A; ethereafter, or (ii) $25.50 together with all declared and unpaid dividends to( X( H& F! H( C" ], I
the date fixed for redemption in the case of redemptions on any other date
1 ?' ^) p9 `" T5 xon or after February 25, 2014.
' |, ^: m, Y* C# c9 QConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic: d$ \5 N, y! B+ u( u
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
0 n, X( R2 G3 A6 a! Ithe right, at their option, to convert, on February 25, 2019 and on
! _; [& y; N8 K' p6 nFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
4 N8 x& L; h. }9 m7 Q7 G( {or all of their Preferred Shares Series 19 into an equal number of Preferred6 `0 w3 u* z+ L9 V
Shares Series 18 upon giving to the Bank written notice thereof not earlier
, u- V7 |$ O h2 E- l5 W q6 R* Vthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the k; W; L. t# L
15th day preceding, a Series 19 Conversion Date.
9 s9 |1 j9 K0 G) t `; S! zAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
& V; R4 c; {: q* j) H; @, ~8 a) @Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares. E- b# J5 U N+ ?
Series 18, as the case may be, that there would be outstanding on such
+ j' C, ], V0 E) k& YSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,2 s% ], P6 i. `- y' U" n+ w" \2 f
such remaining number of Preferred Shares Series 19 will automatically be% r3 n; }* _; u6 d0 i" X
converted on such Series 19 Conversion Date into an equal number of/ U- `7 V7 G. K+ d+ r% i0 T$ O \6 m, f
Preferred Shares Series 18. Additionally, if the Bank determines that, after
/ q% d# c% B$ r; k- P- A" H2 A( s, rconversion, there would be outstanding on such Series 19 Conversion Date/ q, l# J. m h9 T" G3 d7 }
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares9 d5 W6 z0 D5 m* M* d
Series 19 will be converted into Preferred Shares Series 18.+ ?5 c6 E9 |/ c7 D3 K
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares1 s" |" g9 Q; `$ Y9 p: y
Series 19 will not be entitled as such to receive notice of, attend, or vote at,6 y9 K& _( K+ C& z: g
any meeting of the shareholders of the Bank unless and until the first time at
' r- J0 u9 U8 L$ F# ?# fwhich the Board of Directors has not declared the whole dividend on the
. @0 S/ r3 V& T! z! lPreferred Shares Series 19 in any quarter. In that event, subject as' A- z$ d0 @/ A0 K" q5 t" R
hereinafter provided, the holders of Preferred Shares Series 19 will be2 z) n3 k: N" k! }7 |3 t! L
entitled to receive notice of, and to attend, meetings of shareholders at which& u U( N# n/ V; y
directors of the Bank are to be elected and will be entitled to one vote for# D# x' \6 r5 T4 D6 R- D
each Preferred Share Series 19 held. The voting rights of the holders of the
. Q3 z, c7 O- }! x3 t7 f9 q/ ~Preferred Shares Series 19 will forthwith cease upon payment by the Bank of1 ^4 C* q) z- }: r
the first dividend on the Preferred Shares Series 19 to which the holders are, s) s# k" A$ t; B3 W4 X, i% y4 j
entitled thereunder subsequent to the time such voting rights first arose until7 J H! G5 i! t+ J: ^( s) @; _2 J
such time as the Bank may again fail to declare the whole dividend on the2 N1 l; W5 I+ W4 `4 O+ i1 U
Preferred Shares Series 19 in respect of any quarter, in which event such, s5 `. @) s: m9 u4 O" w
voting rights will become effective again and so on from time to time.( t8 e# m. A. X! p2 n0 G
S-6
( j4 ~& D! X7 E! d: {" }. SPriority: The preferred shares of each series of the Bank will rank on a parity with% D# M% z- z( A; S9 T
every other series and are entitled to preference over the common shares of
# |6 M- N& ^6 ^7 O8 kthe Bank and over any other shares of the Bank ranking junior to the
6 B& l+ X/ [% A+ e6 N6 F) Tpreferred shares with respect to the payment of dividends and upon any
/ }5 Y* u' ]7 u: a5 W1 `! e) Fdistribution of assets in the event of the liquidation, dissolution or+ T0 J; ?0 j3 q+ H: D9 o- u
winding-up of the Bank.0 P1 C! M' G& G g9 H" ~
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under5 {) O% x" g! x
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
+ Y4 a4 Z r$ N; PSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
& ]& j$ ]- [3 n6 w8 odividends received on such shares under Part IV.1 of such Act. |
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