 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:8 M |3 J/ w2 i& N/ {: |* `
SUMMARY OF THE OFFERING/ H/ |+ i- t1 G+ u" |0 l
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’’.
' ~% O- F o2 P8 O: R2 CIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
, k' C& z) V- ~) J. qAmount: $150,000,000 (6,000,000 shares).7 X6 z7 N) E# Y" c% P8 f3 K
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
/ o. Z0 W- j6 Y8 u9 e) tPrincipal Characteristics of the Preferred Shares Series 18; e$ Y. w. j; H& e ~- t! J3 K3 K
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed6 f: r/ N& x$ W# R' P
non-cumulative preferential cash dividends, as and when declared by the! N s. F' l# h7 | u F9 D7 H% }2 r* O
Board of Directors, subject to the provisions of the Bank Act, for the initial
0 T0 Z* E G1 Tperiod commencing on the closing date and ending on and including( ?4 A) a6 G0 S' K
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
; a! Z. ^; q* v$ x& u% p25th day of February, May, August and November in each year, at a rate+ z" P- |& p+ n. \9 [# x
equal to $0.40625 per share. The initial dividend, if declared, will be payable8 z1 c/ `! v4 l5 d8 u/ a9 m
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing* B6 [0 t' I% R( M: _9 `8 F3 m9 W
date of December 11, 2008.
. @0 T; o `7 {0 L) pFor each five-year period after the Initial Fixed Rate Period (each, a* S/ ]! |% @. t0 g
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares7 H% p; N' `% p i! X, u. x9 x) }
Series 18 will be entitled to receive fixed non-cumulative preferential cash3 S" u+ e I3 j
dividends, as and when declared by the Board of Directors, subject to the
* z2 v7 g3 c! u/ Aprovisions of the Bank Act, payable quarterly on the 25th day of February," s0 [4 n7 j9 s* t* O
May, August and November in each year, in the amount per share per annum
) w6 Q$ K4 o$ o7 ~1 J3 [. h1 tdetermined by multiplying the Annual Fixed Dividend Rate applicable to
! o# g- N3 Y( S5 w, m' j. }& Osuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend$ R N2 N& ^2 o
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
3 A) l8 F) ?0 H- V/ A/ f; y2 \ wBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
L* p% E" g$ W9 x; hof such Subsequent Fixed Rate Period and will be equal to the sum of the m# _0 z! @ ?
Government of Canada Yield on the applicable Fixed Rate Calculation Date, |- f) n8 a1 m# h6 f& ?7 f" l
plus 3.83%.
5 S% q/ m2 x! @+ r7 p+ bIf the Board of Directors does not declare a dividend, or any part thereof, on
6 @% {' D1 L9 z3 K, u4 Nthe Preferred Shares Series 18 on or before the dividend payment date for a
* x, U9 p6 U8 j- c* ~& W5 ] H/ Iparticular quarter, then the entitlement of the holders of the Preferred F$ J6 i) v! x* y. K0 T
Shares Series 18 to receive such dividend, or to any part thereof, for such
7 I% J$ D& E" `4 Kquarter will be forever extinguished.
! J' T: V& W/ ~( C& j# |6 o9 J0 Z6 j# oRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 b8 i, H, l& ]$ KSuperintendent and to the provisions described below under ‘‘Details of the
5 X% p G* T7 {Offering — Certain Provisions of the Preferred Shares Series 18 as a
2 l) V, S5 K4 Y' e9 bSeries — Restrictions on Dividends and Retirement of Shares’’, on
8 X& s6 N8 R0 L/ n( {4 X8 Y% {February 25, 2014 and on February 25 every five years thereafter, on not) |' F, r5 Y/ G
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
* K1 o+ ~: b3 epart of the then outstanding Preferred Shares Series 18, at the Bank’s option4 g0 `' W7 q) q) W3 w& e
without the consent of the holder, by the payment of an amount in cash for$ n2 T* `2 \, E+ }& q8 }
each such share so redeemed of $25.00 together with all declared and unpaid- u, j6 i9 x$ d) d) `; H0 E) j' Y
dividends to the date fixed for redemption.
; |4 g8 j% F3 ]$ IConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic/ ^6 x7 X$ m8 X. f6 ?+ Q$ o
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have; E* ]# K/ i+ w
the right, at their option, to convert, on February 25, 2014 and on
! ^' F/ l8 L* g8 K# K( u9 F# US-4
6 ^1 A1 [9 ?, m0 u0 A) a/ o/ i+ X/ wFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any6 R: x8 N3 T8 {) a, ~$ f1 K
or all of their Preferred Shares Series 18 into an equal number of Preferred! z3 Y2 @0 s' x
Shares Series 19 upon giving to the Bank notice thereof not earlier than
7 q! g+ K( z% b3 v: o30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
' B0 |* p: e0 G2 V3 B2 M3 p8 @preceding, a Series 18 Conversion Date.3 @6 s& \( l6 G. p) [8 F
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
- G ^+ z* G$ d$ a' X* GProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares5 i0 _+ X* Z/ a* C3 t9 u: }" `
Series 19, as the case may be, that there would be outstanding on such' E) t! z- D( N- z
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,7 |3 v( {2 t& S" R
such remaining number of Preferred Shares Series 18 will automatically be' F) ]/ o" `) K! M; T3 l; `+ P
converted on such Series 18 Conversion Date into an equal number of
6 G2 B4 a/ E8 g' L. }+ |) APreferred Shares Series 19. Additionally, if the Bank determines that, after
% O/ x+ h( z* X' X5 f4 [ xconversion, there would be outstanding on such Series 18 Conversion Date
, S, B9 K, Z uless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
9 ^/ Y* J+ a7 q L2 `Series 18 will be converted into Preferred Shares Series 19.
# c% S/ f" |' K) Z. OVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares* J; T( G' d* J: ^ f* l
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
) W2 w1 b& {/ c Q4 }$ [any meeting of the shareholders of the Bank unless and until the first time at
/ K' `+ j, U- r/ I" G5 bwhich the Board of Directors has not declared the whole dividend on the* ]! Y5 S/ f) p a3 z
Preferred Shares Series 18 in any quarter. In that event, subject as
b4 r7 g! L1 i' rhereinafter provided, the holders of Preferred Shares Series 18 will be
2 S) n# y9 Q# n* O, wentitled to receive notice of, and to attend, meetings of shareholders at which" k. u$ A- O) m. L8 r( t
directors of the Bank are to be elected and will be entitled to one vote for% g6 X0 q1 g/ Y4 C7 D9 }: u& z
each Preferred Share Series 18 held. The voting rights of the holders of the
6 U: l3 Q4 c/ W/ iPreferred Shares Series 18 will forthwith cease upon payment by the Bank of, r8 I( P7 | X* {$ ~8 `+ e
the first dividend on the Preferred Shares Series 18 to which the holders are
) I" o3 |+ S3 v* nentitled thereunder subsequent to the time such voting rights first arose until$ d9 m8 R4 t1 o- d$ H
such time as the Bank may again fail to declare the whole dividend on the6 |6 p( K& q8 ~' w( ?2 m
Preferred Shares Series 18 in respect of any quarter, in which event such
8 L% [9 G- d- X2 Qvoting rights will become effective again and so on from time to time.# l- |/ U+ A( f& H+ `4 f
Principal Characteristics of the Preferred Shares Series 19
# b. h0 [6 G+ |2 F0 t! r3 KDividends: The holders of the Preferred Shares Series 19 will be entitled to receive5 q" o# y* \- v6 i
floating rate non-cumulative preferential cash dividends, as and when! K+ e& v( O% d& R8 C
declared by the Board of Directors, subject to the provisions of the Bank Act,1 z! e% K/ q, `) |; e
payable quarterly on the 25th day of February, May, August and November
* @3 s1 a0 D' C* m* @9 E1 k1 |0 yin each year, in the amount per share determined by multiplying the4 f% o4 k+ S( m3 `: Y6 G9 C( O
applicable Quarterly Floating Dividend Rate by $25.00.3 _7 Z7 F o: d* V" P" x6 ?9 x# n
On the 30th day prior to the commencement of the initial quarterly dividend
: W$ l2 G& ? L. tperiod beginning on February 25, 2014, and on the 30th day prior to the first
( [, E. s! r" Yday of each subsequent quarterly dividend period (the initial quarterly; b. b9 X2 p/ Z) p
dividend period and each subsequent quarterly dividend period is referred to
) |1 C0 r2 k: o; T" \as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the' D7 S) t5 `& \8 [! z2 {1 v
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate% Y- c% t% H; A
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
" c* V3 y% f: R' Q$ v7 \4 gT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days; Y: L% {& s" C& q! a. z, P
elapsed in the applicable Quarterly Floating Rate Period divided by 365)* J7 [1 v K- s. P$ N& x" N# a
determined on the 30th day prior to the first day of the applicable Quarterly
$ f1 N) W' O$ \/ WFloating Rate Period.8 e- J0 q/ _6 K( c3 ^
S-5% K- s% u7 w7 b+ p0 s$ [! ~! X
If the Board of Directors does not declare a dividend, or any part thereof, on* |3 f+ N: u6 A# y. i
the Preferred Shares Series 19 on or before the dividend payment date for a
$ Y) j: V, X, k' L, Kparticular quarter, then the entitlement of the holders of the Preferred
" W( Z6 ]; T( ?, sShares Series 19 to receive such dividend, or to any part thereof, for such
0 _+ z+ _7 ~; b( z+ Pquarter will be forever extinguished., X* ^) M4 E1 f" L/ o8 ^' y- F+ s6 Q
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
, @) L4 E) V" A' X8 RSuperintendent and to the provisions described below under the heading* ~# @! y3 ^% x+ X7 `! ?" n
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
, W2 f* R. y7 x; }Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
z1 a9 j* F- g7 ^* _5 d) U# Ion not more than 60 nor less than 30 days’ notice, the Bank may redeem all7 }2 @! l$ A( ]; n- X6 E/ R
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s( ~8 o5 R+ W- g, q0 W8 \+ k$ ?1 ?
option without the consent of the holder, by the payment of an amount in
, u' S* j; M' F, i/ r' G7 Q9 }9 rcash for each such share so redeemed of (i) $25.00 together with all declared
} y5 t# i4 X; l% S# |/ sand unpaid dividends to the date fixed for redemption in the case of
% z# L& {' h9 v- p+ x- X$ B6 Hredemptions on February 25, 2019 and on February 25 every five years$ S% J# ~( g, J! f6 |/ T8 Q
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
7 m9 i: @/ A! D" O9 bthe date fixed for redemption in the case of redemptions on any other date
8 P0 ?* s( a$ F9 r& q' i- h* [on or after February 25, 2014.! f/ q: @/ o$ I4 x4 z- J/ ^
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
. \1 U) _) {& J! B1 Y* [Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have/ E: q. f- J$ L& K+ U2 `1 t
the right, at their option, to convert, on February 25, 2019 and on) o( V+ _9 [; W! i4 {7 y
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any$ G5 p3 }% y/ y* t* b7 O: V
or all of their Preferred Shares Series 19 into an equal number of Preferred8 e( {( K& Q3 s" t
Shares Series 18 upon giving to the Bank written notice thereof not earlier( x& y& b6 i: p5 D
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
4 M/ D6 |5 t" P( z( q( n15th day preceding, a Series 19 Conversion Date.
: r7 ]+ j9 ]% G& j: D1 mAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
; B5 }, F7 v# U4 S* n3 z- IProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares+ h2 Z5 a: }% k' P- `. h
Series 18, as the case may be, that there would be outstanding on such
1 w0 a8 }: k7 P% R$ _/ s1 USeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
% q b- X0 i) S. R: X, z/ ~such remaining number of Preferred Shares Series 19 will automatically be3 Q. T9 {, x" C9 M
converted on such Series 19 Conversion Date into an equal number of
5 H. ]$ z+ `8 W# N* fPreferred Shares Series 18. Additionally, if the Bank determines that, after4 L* G7 _! S7 ?
conversion, there would be outstanding on such Series 19 Conversion Date
) C- I4 K' p2 P& Rless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares' p8 \. k0 r4 C/ ^
Series 19 will be converted into Preferred Shares Series 18.+ F9 {- K U9 M
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
" X8 y2 w8 l! d! G1 WSeries 19 will not be entitled as such to receive notice of, attend, or vote at,4 b& p6 w& m. `' v% G/ Z& ?+ e
any meeting of the shareholders of the Bank unless and until the first time at0 ]: c$ g& ]: l, k) s. B6 e
which the Board of Directors has not declared the whole dividend on the% x v# M, R: ]+ H0 f( G
Preferred Shares Series 19 in any quarter. In that event, subject as
$ O+ d! u* {6 C' Ohereinafter provided, the holders of Preferred Shares Series 19 will be
" m+ v& C) u8 s) Wentitled to receive notice of, and to attend, meetings of shareholders at which) i0 v" W& v& \" O9 y4 T& X
directors of the Bank are to be elected and will be entitled to one vote for3 p3 c, z0 ^* |" z2 d: A2 p
each Preferred Share Series 19 held. The voting rights of the holders of the
7 g4 {2 v0 e' J1 s4 m; NPreferred Shares Series 19 will forthwith cease upon payment by the Bank of1 `2 j) {# d) \! w% [ C; x
the first dividend on the Preferred Shares Series 19 to which the holders are
2 p" c5 S% b8 _. z1 Mentitled thereunder subsequent to the time such voting rights first arose until
; y' ? o' |. U u( j) jsuch time as the Bank may again fail to declare the whole dividend on the
/ E4 u/ m7 s; A/ f. i; ]& bPreferred Shares Series 19 in respect of any quarter, in which event such+ [# ^1 ^ Q: R6 M! C s
voting rights will become effective again and so on from time to time.
- L$ U# z: d1 c- k/ p1 j$ S' pS-6
: c7 E' y7 U* `. u& Z b4 tPriority: The preferred shares of each series of the Bank will rank on a parity with$ M/ I) k4 M5 w, U
every other series and are entitled to preference over the common shares of
- Y* @2 }, s5 x; _the Bank and over any other shares of the Bank ranking junior to the
/ N$ G% l9 F* H) K6 M- [8 @/ z+ Mpreferred shares with respect to the payment of dividends and upon any
7 q* m# b6 m/ [ j' b/ jdistribution of assets in the event of the liquidation, dissolution or2 e7 U1 G+ z" O9 G. G! W
winding-up of the Bank.
! F" a* O- `: p- ?) W$ yTax on Preferred Share The Bank will elect, in the manner and within the time provided under
* y6 a& B! z/ P3 q3 T! FDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
2 b: V2 _& k. y6 E" iSeries 18 and Preferred Shares Series 19 will not be required to pay tax on" m/ H; Q% P6 r0 E j" L8 _
dividends received on such shares under Part IV.1 of such Act. |
|