 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 |# @( Q5 t! g, f& ^3 a1 O. j
SUMMARY OF THE OFFERING7 _4 e1 Q! D0 P; R: b
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’’.: i# l4 T" w) d1 P
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.7 R9 T4 I; h/ X. i% h- f
Amount: $150,000,000 (6,000,000 shares).
; G; _* u- o2 y* c' ?) S" v( tPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
+ R/ U0 z# O' V4 rPrincipal Characteristics of the Preferred Shares Series 18( L0 q- `4 d' k
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed9 H: A1 b0 B: P: g% d
non-cumulative preferential cash dividends, as and when declared by the
# f( C' J4 C+ g9 j) m. `Board of Directors, subject to the provisions of the Bank Act, for the initial1 s- l5 }2 X8 d& c' h; i% v! Y9 P( ~
period commencing on the closing date and ending on and including0 Z* l* S4 x( x/ H# p6 I
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the+ G6 T8 j2 K. f) D, a
25th day of February, May, August and November in each year, at a rate
# V0 c+ I4 E& X* _8 t$ ~& Nequal to $0.40625 per share. The initial dividend, if declared, will be payable8 N2 o2 e, J T$ O1 p
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing7 D" n5 ^ U) v+ G# B# p+ L' e& _
date of December 11, 2008.
( k e& |1 @$ V9 m9 BFor each five-year period after the Initial Fixed Rate Period (each, a
0 {; x- @9 P5 N8 h& P- V‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares; `/ p# p, R! J& e; J+ p
Series 18 will be entitled to receive fixed non-cumulative preferential cash
: D$ L0 ~4 g$ v4 ?" W1 l3 G. } ydividends, as and when declared by the Board of Directors, subject to the
7 b$ B- g. O( x# v f1 Tprovisions of the Bank Act, payable quarterly on the 25th day of February,
" H" X% }* B( WMay, August and November in each year, in the amount per share per annum
! V( \3 f! O- K' Fdetermined by multiplying the Annual Fixed Dividend Rate applicable to4 {5 {& t' k" d
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend% Q" x* @8 ~* K* l
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
2 t q' q* l/ g1 N( PBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day. F' |. H6 v/ W8 Z
of such Subsequent Fixed Rate Period and will be equal to the sum of the% z. V/ m( n$ _
Government of Canada Yield on the applicable Fixed Rate Calculation Date: O, k# J ]% s( I: a( A: T7 k
plus 3.83%.1 C* _" ?, U" ^0 u' T7 _; [& |/ }
If the Board of Directors does not declare a dividend, or any part thereof, on7 J+ F. O! t1 Q7 d; y! k
the Preferred Shares Series 18 on or before the dividend payment date for a
" j- g; ^- o! i- d, J, {! Eparticular quarter, then the entitlement of the holders of the Preferred- E% y3 R' c0 p# Y! w
Shares Series 18 to receive such dividend, or to any part thereof, for such
+ W$ o% K7 a8 ~quarter will be forever extinguished.
% w; J& P6 G) b$ _- d& [Redemption: Subject to the provisions of the Bank Act and to the prior consent of the w, A' q Y. @
Superintendent and to the provisions described below under ‘‘Details of the
4 \( k( e6 L" z3 C3 R3 nOffering — Certain Provisions of the Preferred Shares Series 18 as a Y5 d% Q4 F; m9 o' N" F4 y- j! y
Series — Restrictions on Dividends and Retirement of Shares’’, on# s, x8 X" U( i" t0 e, C/ q* C/ o- S
February 25, 2014 and on February 25 every five years thereafter, on not8 `6 d4 [& R; o# S+ W
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
+ C5 ]5 k, \1 R* u u3 npart of the then outstanding Preferred Shares Series 18, at the Bank’s option
) g$ T# q! J: x: n6 s7 i/ Swithout the consent of the holder, by the payment of an amount in cash for! M4 ~ M+ I/ m+ ^/ k9 t' T
each such share so redeemed of $25.00 together with all declared and unpaid
5 K1 i( w; m4 Kdividends to the date fixed for redemption.
. I4 ~4 \! X6 t( u& e8 W# i3 o" SConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic& D/ G/ y0 y& C+ [7 P) T
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have# k6 y& z9 A' _8 R, I
the right, at their option, to convert, on February 25, 2014 and on( ]; [$ {9 k# f( F1 @
S-4$ O4 j" N1 n- ^# o+ {
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
% \" I; q, C# Xor all of their Preferred Shares Series 18 into an equal number of Preferred( }0 x9 K8 k3 o F9 h- m$ o; Q
Shares Series 19 upon giving to the Bank notice thereof not earlier than
( x* r1 }* r0 Y3 ]( e30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
3 _0 L9 T4 j3 jpreceding, a Series 18 Conversion Date.
) [% x; p- |0 mAutomatic Conversion If the Bank determines, after having taken into account all shares tendered' p7 l" f- z. C
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares) Z6 d6 f! I- b& N' T
Series 19, as the case may be, that there would be outstanding on such2 m8 U( y7 ^- b# E$ N7 z
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
/ o- s5 u4 ]0 B, ?( tsuch remaining number of Preferred Shares Series 18 will automatically be( }$ Q+ e# [, o# {
converted on such Series 18 Conversion Date into an equal number of
3 j! q& z9 J* ?2 ^Preferred Shares Series 19. Additionally, if the Bank determines that, after
4 j. f1 D6 x; l, l* g7 q; _, z1 ^9 Nconversion, there would be outstanding on such Series 18 Conversion Date
% F4 D+ v% ?6 @+ @! ]less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
4 l& E3 o. S% e. s$ g( ISeries 18 will be converted into Preferred Shares Series 19.6 k, T2 ]. P1 O4 z9 y* i7 ]9 X
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
) u8 ?/ w. J; t3 V. L2 p$ v1 g; LSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
% ?% Y) N; `5 q7 l3 i i$ [any meeting of the shareholders of the Bank unless and until the first time at; o# j. b% W/ w, Q: L- W$ `
which the Board of Directors has not declared the whole dividend on the
! U/ |, d; {0 FPreferred Shares Series 18 in any quarter. In that event, subject as- l! c1 i; C" `) D& [
hereinafter provided, the holders of Preferred Shares Series 18 will be
6 M) I8 {5 U5 d z( M( Aentitled to receive notice of, and to attend, meetings of shareholders at which
, o6 s( a- `* udirectors of the Bank are to be elected and will be entitled to one vote for
: p& R8 Z' p$ ?5 ^3 N$ `9 i. Weach Preferred Share Series 18 held. The voting rights of the holders of the1 G, R, P/ V$ l; c! s( Y
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
C8 a4 Y8 d% b# |; x9 Jthe first dividend on the Preferred Shares Series 18 to which the holders are
. b& u/ }' r9 lentitled thereunder subsequent to the time such voting rights first arose until
" n0 W7 B* N& L1 s9 _( osuch time as the Bank may again fail to declare the whole dividend on the
* A7 A0 M: [% q! a1 DPreferred Shares Series 18 in respect of any quarter, in which event such
8 H5 @! M) e7 I p* Tvoting rights will become effective again and so on from time to time.! U# U/ E. A6 ?" g. n
Principal Characteristics of the Preferred Shares Series 19
5 O2 E6 r7 u6 [# W6 n3 v5 VDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
- }! L+ X* e. e- xfloating rate non-cumulative preferential cash dividends, as and when4 K( Q8 A# Y/ s3 @( N$ m4 L
declared by the Board of Directors, subject to the provisions of the Bank Act,
, m9 ~! \! r1 T2 xpayable quarterly on the 25th day of February, May, August and November
& V. H) Y4 v( C: B3 H3 Bin each year, in the amount per share determined by multiplying the
( `/ z4 a; d4 F2 s' capplicable Quarterly Floating Dividend Rate by $25.00.0 ^- S' r$ N* I2 {5 Z! S
On the 30th day prior to the commencement of the initial quarterly dividend& V9 ~0 d9 i! p6 R& w& R
period beginning on February 25, 2014, and on the 30th day prior to the first
& a* n' N+ B' w/ M8 sday of each subsequent quarterly dividend period (the initial quarterly0 t9 Y: P+ M2 N& @4 X
dividend period and each subsequent quarterly dividend period is referred to
" G+ z/ D0 l, y! r2 qas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
, l! I# ^2 c" F4 w: t h' \Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate# K; }8 M0 }' \
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
4 T; a& G% `6 ^# t. mT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days. e# Y3 N. F8 R# N8 i8 G( i$ a
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
/ ~2 |6 x& t8 E3 Sdetermined on the 30th day prior to the first day of the applicable Quarterly
% n6 N5 M* |1 }( n- H4 AFloating Rate Period.+ @4 D( _: i+ T
S-5
" b/ D% E( f$ y! m+ C- ?If the Board of Directors does not declare a dividend, or any part thereof, on3 g( v/ D$ A" o: {' A( k% j
the Preferred Shares Series 19 on or before the dividend payment date for a: ~' |- d4 n$ K6 m6 l( J6 \
particular quarter, then the entitlement of the holders of the Preferred
; _3 h+ q7 }! G6 K# ]9 e9 _Shares Series 19 to receive such dividend, or to any part thereof, for such
8 P: L+ e7 c9 n! G4 h7 Jquarter will be forever extinguished. u$ _1 a) {; \ ^, O* C
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
0 g5 D# G) ?' _# h9 ESuperintendent and to the provisions described below under the heading
7 M; b8 h$ |' c% {* L% A‘‘Details of the Offering — Certain Provisions of the Preferred Shares
: A8 z7 }& k3 ^0 \Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
" \, e$ U [* C# don not more than 60 nor less than 30 days’ notice, the Bank may redeem all/ c5 [( D5 Y1 v5 _8 D7 A" s. X
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
: V" b+ F1 H4 r) i% [6 U5 ]9 joption without the consent of the holder, by the payment of an amount in
: m3 c" k; `8 f9 l) }+ ^2 F5 Fcash for each such share so redeemed of (i) $25.00 together with all declared$ m# C0 o/ U( P7 w7 @/ g- S
and unpaid dividends to the date fixed for redemption in the case of: _: {: x+ c& ]4 [& A$ ?
redemptions on February 25, 2019 and on February 25 every five years
$ P& Q9 y0 d# m% g) Dthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
. z6 _! I- ?/ {the date fixed for redemption in the case of redemptions on any other date
- U4 E4 Z; q& T h9 ~7 kon or after February 25, 2014.
( ^ b5 C) i9 ~6 f& oConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
- s) q" P9 y A9 j+ IShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have! l( o6 w2 u; P( L
the right, at their option, to convert, on February 25, 2019 and on: A+ X/ K) X& C, w$ M7 ]
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
8 @% _9 k. C; X( s8 Mor all of their Preferred Shares Series 19 into an equal number of Preferred( A3 x/ S1 c6 t! v/ g
Shares Series 18 upon giving to the Bank written notice thereof not earlier! G" S2 p& t9 \
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
1 v# n+ O& o2 @15th day preceding, a Series 19 Conversion Date.* |! l0 k4 e4 f. ~
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
3 n' i0 Q# c5 c- i$ FProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
# V- R* n( T3 rSeries 18, as the case may be, that there would be outstanding on such: C! Z/ J: y+ L0 u$ T( L
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
- ~6 A, n* }: k# ]such remaining number of Preferred Shares Series 19 will automatically be" L2 S( e$ x( o3 p
converted on such Series 19 Conversion Date into an equal number of9 N4 `7 k1 {+ b& E g( B( ~3 C
Preferred Shares Series 18. Additionally, if the Bank determines that, after
) c! ~; I; ^5 p8 q9 k; c. Wconversion, there would be outstanding on such Series 19 Conversion Date! O. `- h: m Y b
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
9 U8 |: |, S2 \Series 19 will be converted into Preferred Shares Series 18.
7 F! z- M$ ^" W4 K6 O* ^Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
+ N9 c/ a7 {: P9 V# ~) JSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
! T$ ]- a) i5 p( j6 Oany meeting of the shareholders of the Bank unless and until the first time at
1 w3 B3 ^. h3 N# m6 G) Mwhich the Board of Directors has not declared the whole dividend on the6 p4 e$ c: R9 A; [4 J' b! b
Preferred Shares Series 19 in any quarter. In that event, subject as
. {, L& S8 K/ h! lhereinafter provided, the holders of Preferred Shares Series 19 will be$ {& D! F$ K: f$ v
entitled to receive notice of, and to attend, meetings of shareholders at which6 j; o/ i7 b- N, n& b
directors of the Bank are to be elected and will be entitled to one vote for
4 S5 r7 w: s. Z4 _7 K; b9 Peach Preferred Share Series 19 held. The voting rights of the holders of the" f2 o: N2 }2 e
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
* P# _' P7 R0 C- k, q7 g% z# Wthe first dividend on the Preferred Shares Series 19 to which the holders are
9 }6 ]5 ?' P- Gentitled thereunder subsequent to the time such voting rights first arose until
+ R) ^' L# s3 n! y; k9 msuch time as the Bank may again fail to declare the whole dividend on the. c+ `0 z9 g0 A& M+ D0 k8 z
Preferred Shares Series 19 in respect of any quarter, in which event such
# ]/ D& d8 G; [3 l }# Pvoting rights will become effective again and so on from time to time.
* F+ y9 n9 @! [- n$ X# s5 ]S-6
, L h7 L! g5 a3 {0 |7 VPriority: The preferred shares of each series of the Bank will rank on a parity with
0 V8 X6 @! Q) Severy other series and are entitled to preference over the common shares of, A- w8 j8 h. x- L; O" d
the Bank and over any other shares of the Bank ranking junior to the/ c& I/ x' s5 |6 V% O# c
preferred shares with respect to the payment of dividends and upon any
7 u1 u& d' G) k* Z a+ `1 }distribution of assets in the event of the liquidation, dissolution or/ ]% J; T: l% \+ X, ?
winding-up of the Bank.
1 A6 k8 s# m& gTax on Preferred Share The Bank will elect, in the manner and within the time provided under6 d* q8 n1 \. [
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
$ f) }7 V) [/ d1 zSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
) |; N) n. k5 l; s! `; hdividends received on such shares under Part IV.1 of such Act. |
|