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发表于 2008-11-29 16:58
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下面是BMO的:) W2 p* s5 ?1 u$ I: @( h9 s
SUMMARY OF THE OFFERING
0 {* W l: f% v3 T# f4 J8 _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’’.' [, w" |9 A& H9 {+ N P2 m
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.1 T0 c, [, }& r1 A# w/ v3 X
Amount: $150,000,000 (6,000,000 shares).
3 c1 M+ o& C$ W/ @$ _7 Z/ s+ c" dPrice and Yield: $25.00 per share to yield initially 6.50% per annum.6 S. ~# G1 |' L% _- \
Principal Characteristics of the Preferred Shares Series 18
+ j8 N8 }7 |- r* h- V, _Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed8 c$ J1 ?# e3 g7 c1 z5 Q6 H+ ~
non-cumulative preferential cash dividends, as and when declared by the
. G y+ t o b* uBoard of Directors, subject to the provisions of the Bank Act, for the initial3 {* u, j4 p0 U+ q2 Q8 _; B+ |( v
period commencing on the closing date and ending on and including
4 @" z* U: \1 p6 z. u: iFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
( q" z( [2 c8 o25th day of February, May, August and November in each year, at a rate
# U% ?# h i$ F0 g/ E! Fequal to $0.40625 per share. The initial dividend, if declared, will be payable( c' t5 k2 i+ H
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
+ z' T4 Z* |7 M2 w& @' Udate of December 11, 2008.
% b3 |8 n U) P& S. [5 l' {For each five-year period after the Initial Fixed Rate Period (each, a
: U( j1 d5 N" h4 X- h3 S2 O‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares" J$ o9 r4 ]4 { ?, G% Y' d
Series 18 will be entitled to receive fixed non-cumulative preferential cash
9 M& v e7 ^$ P: o7 Z/ Kdividends, as and when declared by the Board of Directors, subject to the0 }# ~5 e2 u$ b# Q
provisions of the Bank Act, payable quarterly on the 25th day of February,
/ T S0 O1 \4 FMay, August and November in each year, in the amount per share per annum/ B2 f9 N/ Z# ]) i
determined by multiplying the Annual Fixed Dividend Rate applicable to" Q" I# u- x+ F3 ?8 L7 _5 H/ V7 o" p
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend* N! H, g( O& p' w
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the$ y; i* T% [1 \5 w9 _. _9 l4 f
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
/ y0 K9 J" J( T: mof such Subsequent Fixed Rate Period and will be equal to the sum of the
W/ n" K; n7 W# W. {# s* t! }7 @1 Q6 sGovernment of Canada Yield on the applicable Fixed Rate Calculation Date5 z; J E, s/ y$ {) v
plus 3.83%.2 l. `* M6 {7 F3 b6 l
If the Board of Directors does not declare a dividend, or any part thereof, on, a2 n# F( n% X/ i4 B4 `
the Preferred Shares Series 18 on or before the dividend payment date for a
8 y$ ?$ x. Y7 _! f8 f' [4 z2 Z/ {particular quarter, then the entitlement of the holders of the Preferred: O" n6 t8 k% R6 h- D
Shares Series 18 to receive such dividend, or to any part thereof, for such, s- }$ a- W: q
quarter will be forever extinguished.
, p7 @' w* N- L9 i/ H* P( VRedemption: Subject to the provisions of the Bank Act and to the prior consent of the9 |! f- N5 }5 [
Superintendent and to the provisions described below under ‘‘Details of the
+ |( i @: P% V0 i$ H- E8 |Offering — Certain Provisions of the Preferred Shares Series 18 as a
$ G, B0 G, P% y' DSeries — Restrictions on Dividends and Retirement of Shares’’, on/ O/ I, [, P: e
February 25, 2014 and on February 25 every five years thereafter, on not# |/ @) [% q" z7 Q0 r8 r; k
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
9 @5 o' P3 z q6 s1 {part of the then outstanding Preferred Shares Series 18, at the Bank’s option/ J/ W. E! y1 u o( v
without the consent of the holder, by the payment of an amount in cash for. B% w0 _5 L! `) W, L% \
each such share so redeemed of $25.00 together with all declared and unpaid
8 c7 |6 g) s8 o8 G T+ V/ t. Adividends to the date fixed for redemption.- t; X% J" J' H5 Z; Q/ y/ F
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
8 ^! H# w) W; X8 r1 p+ tShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
: k. Q7 S5 H. M: a2 x. r* B3 pthe right, at their option, to convert, on February 25, 2014 and on6 }0 D) a6 {% `9 Q' c/ {) O
S-4
' I% O% v% B S. YFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any( N+ V9 ?8 N5 T2 W
or all of their Preferred Shares Series 18 into an equal number of Preferred) M" F5 [. n& o% [
Shares Series 19 upon giving to the Bank notice thereof not earlier than
+ U3 f5 S$ m4 a: D4 N; s% [30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day+ W& V6 {4 F4 j# V/ K1 F+ J3 n
preceding, a Series 18 Conversion Date.
( e+ G* g2 F4 E- V" N2 [+ UAutomatic Conversion If the Bank determines, after having taken into account all shares tendered. [! ^( y- g# \+ {
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
# c o, p' x6 C: T, @, cSeries 19, as the case may be, that there would be outstanding on such
$ v$ Z9 F' ?! FSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
7 K, u1 H& Q1 p9 c! R( [$ }8 V8 N! @such remaining number of Preferred Shares Series 18 will automatically be
$ ?* O; e; S" gconverted on such Series 18 Conversion Date into an equal number of4 d# J0 C" L. n$ L" X
Preferred Shares Series 19. Additionally, if the Bank determines that, after
0 G K8 [- B1 W6 W, Fconversion, there would be outstanding on such Series 18 Conversion Date
. t* l7 P! _8 {$ G, x( z" [- fless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
- U5 v$ e1 u" P- r" R- [Series 18 will be converted into Preferred Shares Series 19.
1 f( H! o/ _0 s6 r; n( BVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ F: C) E. O) n7 {* M) Y
Series 18 will not be entitled as such to receive notice of, attend, or vote at,, F E. M; [4 c6 d6 |6 {4 R* h8 Y
any meeting of the shareholders of the Bank unless and until the first time at
0 o0 B$ }1 o% M) N$ t. Twhich the Board of Directors has not declared the whole dividend on the
6 W; u% Q% E! V( k$ m/ U/ UPreferred Shares Series 18 in any quarter. In that event, subject as5 P) j* c: h1 U3 Z9 Y6 A
hereinafter provided, the holders of Preferred Shares Series 18 will be
) x, }4 E( s1 \3 sentitled to receive notice of, and to attend, meetings of shareholders at which1 e( ~: ~ k/ M6 X q% E( x2 F! b5 X# W
directors of the Bank are to be elected and will be entitled to one vote for# [8 U8 O3 _2 |5 K! k" S+ v% E
each Preferred Share Series 18 held. The voting rights of the holders of the
) g @4 w; `2 J& ]( E/ XPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
& j; N/ |$ w' [1 B$ N% Nthe first dividend on the Preferred Shares Series 18 to which the holders are- ]$ o) n: p% |( K7 ], J1 b
entitled thereunder subsequent to the time such voting rights first arose until
( O9 R2 V, K& Dsuch time as the Bank may again fail to declare the whole dividend on the1 Y2 ~: [0 r1 p$ C8 v
Preferred Shares Series 18 in respect of any quarter, in which event such
3 G' K; R8 R2 g8 ]0 Z! A3 X% Svoting rights will become effective again and so on from time to time.% U2 r5 W+ j- C4 V; H4 G
Principal Characteristics of the Preferred Shares Series 196 y0 S4 @% S: n4 y) v: P
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive7 Q8 ]9 ^6 a+ E5 e9 k U
floating rate non-cumulative preferential cash dividends, as and when
3 I3 H3 u6 X3 ideclared by the Board of Directors, subject to the provisions of the Bank Act,6 C' R) C4 w# t2 k A' w; ^
payable quarterly on the 25th day of February, May, August and November
) Q. S* n/ z0 X( a' n. ^in each year, in the amount per share determined by multiplying the# T. O k3 m& U! B" j; L0 l
applicable Quarterly Floating Dividend Rate by $25.00.
' y: I! T, s M) v! _( `2 ?On the 30th day prior to the commencement of the initial quarterly dividend. j) @" `0 W l4 t6 U( @# r C0 i
period beginning on February 25, 2014, and on the 30th day prior to the first4 |' l! K' U' q: X& K8 [5 D
day of each subsequent quarterly dividend period (the initial quarterly
) B- N1 } a4 L: J1 t9 h! jdividend period and each subsequent quarterly dividend period is referred to# g, `" n! g! d2 K
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
+ B9 P, a. ?8 O8 e7 \Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate- p7 T% a) x; p7 p. H
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the6 t0 |4 b. J) x. _
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days# r$ x) a) X2 x9 y9 t# y8 t
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
2 ^; D+ ?/ r( |determined on the 30th day prior to the first day of the applicable Quarterly
* m- ?5 Y0 k. B' A5 m; r, YFloating Rate Period.! w2 t& N+ B( V+ W. ]" h) L
S-5
) s4 T3 j( K0 Q0 pIf the Board of Directors does not declare a dividend, or any part thereof, on
+ R9 O( y, D) w) Xthe Preferred Shares Series 19 on or before the dividend payment date for a
h4 ]% I8 W' J( j. w8 `particular quarter, then the entitlement of the holders of the Preferred
5 l/ R2 a5 Y UShares Series 19 to receive such dividend, or to any part thereof, for such
0 G- r, Q: p) P2 |& u$ Yquarter will be forever extinguished.2 C. r K* C% `+ i
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
* b O7 R* m0 ]. _6 VSuperintendent and to the provisions described below under the heading
1 W/ w3 ], N: m4 T7 l+ k. Z‘‘Details of the Offering — Certain Provisions of the Preferred Shares
5 i( H6 ?" r# Y s% v& H3 i& aSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
! }& |1 e" G+ i, a: B) bon not more than 60 nor less than 30 days’ notice, the Bank may redeem all! Y/ q# h8 f3 P& B- j
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s1 z) c/ q; e( u
option without the consent of the holder, by the payment of an amount in1 i6 z* q- Y4 l0 d: I
cash for each such share so redeemed of (i) $25.00 together with all declared
, j d0 k# c) `6 O$ ?and unpaid dividends to the date fixed for redemption in the case of
. n- _1 Y4 Y, i9 Predemptions on February 25, 2019 and on February 25 every five years0 C# _- C) ?$ g% s6 |$ M3 ?4 r" g# z
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to" t2 G/ A) W8 f, s/ L u8 \
the date fixed for redemption in the case of redemptions on any other date
7 B$ U3 r( k9 _& O, Q5 Ion or after February 25, 2014.
& s7 d* s+ E* a4 V2 _) G+ `9 U1 lConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
: l; U% i5 s5 s0 o7 V6 MShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
5 | U i% Y' M4 c3 N8 [the right, at their option, to convert, on February 25, 2019 and on8 {# ^ R3 }* K& g+ L- Y& Y. F
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
# Z: q# h/ A& S/ |, \' j- p, e" kor all of their Preferred Shares Series 19 into an equal number of Preferred; t4 R1 f- M: L- I; u
Shares Series 18 upon giving to the Bank written notice thereof not earlier2 w: U# ^% c" Q4 k# O2 g6 d* s
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
8 n7 l1 \9 k9 h- w. n15th day preceding, a Series 19 Conversion Date.
# q, J) M2 ~- B, f; u, g. [Automatic Conversion If the Bank determines, after having taken into account all shares tendered( U2 ~: C: Q. {3 _
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
7 u/ M: n/ p# g; D( ]Series 18, as the case may be, that there would be outstanding on such
( r* I4 o- p8 t; ]$ t; T. t1 bSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
; s* N/ l. t6 t1 h& Y4 O- T+ Nsuch remaining number of Preferred Shares Series 19 will automatically be# T: Z4 x( {2 [* C; P: c, k3 N' H
converted on such Series 19 Conversion Date into an equal number of+ Y$ G4 H$ J0 s6 a) Q
Preferred Shares Series 18. Additionally, if the Bank determines that, after
! m3 |6 a% \7 ~* cconversion, there would be outstanding on such Series 19 Conversion Date
% D: j) U, ]3 w5 ~' v# Z; `" _5 }less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares, _- D- r8 G% N9 B
Series 19 will be converted into Preferred Shares Series 18.
. {% i5 ? `/ R! e4 K F2 LVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares3 t- P% T5 ]- O" j: D3 `. e4 }
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
) L0 Y1 J# c$ kany meeting of the shareholders of the Bank unless and until the first time at$ Z& k* R* H: K+ h4 ], `
which the Board of Directors has not declared the whole dividend on the- ^# K9 L& s; r- K; f( [
Preferred Shares Series 19 in any quarter. In that event, subject as
- f7 U; g6 `6 k6 ghereinafter provided, the holders of Preferred Shares Series 19 will be& u+ |# `! S8 G( O! V- V: n
entitled to receive notice of, and to attend, meetings of shareholders at which
- b' L: u. x# t6 b" @, ?, [9 edirectors of the Bank are to be elected and will be entitled to one vote for
. E# g1 \, ]3 z Reach Preferred Share Series 19 held. The voting rights of the holders of the
$ B; V/ T* V5 Y% r6 F; cPreferred Shares Series 19 will forthwith cease upon payment by the Bank of g. Z3 t% |' D' N. M
the first dividend on the Preferred Shares Series 19 to which the holders are' z& S0 v8 M" |; m) e2 q
entitled thereunder subsequent to the time such voting rights first arose until" X" b$ f! q4 Q7 c' E) Q
such time as the Bank may again fail to declare the whole dividend on the. X- M8 ?7 t6 j, m1 {
Preferred Shares Series 19 in respect of any quarter, in which event such
9 k L Y3 |: R' J+ U: yvoting rights will become effective again and so on from time to time.
# M" z$ A( W, vS-6" ], O7 K; r: H- v+ [1 r# E; R
Priority: The preferred shares of each series of the Bank will rank on a parity with
; x( u* C' c) ^9 ~& r# r( }. _: fevery other series and are entitled to preference over the common shares of
* o) R, Q5 C* X; @ n( R$ s T: v, R+ q$ hthe Bank and over any other shares of the Bank ranking junior to the2 n; i5 Z( r( O; u2 I! f% e
preferred shares with respect to the payment of dividends and upon any$ ]+ w: o- J1 Z" ^
distribution of assets in the event of the liquidation, dissolution or
& y6 ]0 ^3 E( C1 o) A3 C5 g0 V, `winding-up of the Bank.9 g* u" M1 d' _& H% m! E: r- Q
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under& |* l9 y* l, q+ B) I
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
0 N: u) d1 y DSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
1 i; J& ]3 K$ T" Qdividends received on such shares under Part IV.1 of such Act. |
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