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发表于 2008-11-29 16:58
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下面是BMO的:0 U2 E! _0 B. n' O, x# G
SUMMARY OF THE OFFERING
2 S$ L5 J% n1 D2 g1 Z( _* [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’’.. A. q7 ~ C2 _$ J. h8 Z% O
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.- Z; P/ ~/ c" @5 h* j7 B
Amount: $150,000,000 (6,000,000 shares).; y" o. c2 T/ a; W9 H+ O! A. e
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
+ S% N+ v/ C% y h$ N1 c/ FPrincipal Characteristics of the Preferred Shares Series 18
+ o0 v$ v3 C7 [Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed# K- t* V& C0 E% \% `$ g& F& F8 ?3 G
non-cumulative preferential cash dividends, as and when declared by the% V4 J& \4 j; r9 ~* s4 O* n8 _
Board of Directors, subject to the provisions of the Bank Act, for the initial
3 ]+ Y0 I% _9 X* _6 [# O/ ?1 Iperiod commencing on the closing date and ending on and including
- c9 L. R/ j6 E t2 G LFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the; V( t( _# |3 H/ a8 \' Z5 M* b
25th day of February, May, August and November in each year, at a rate
7 P. C4 c) N6 Q* Z* s0 Sequal to $0.40625 per share. The initial dividend, if declared, will be payable
- ?5 I0 V4 q; m7 j: nMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing) J0 ]8 S+ c# t& ?0 V6 [- a% i1 v
date of December 11, 2008.
9 R; Q3 @# W: |For each five-year period after the Initial Fixed Rate Period (each, a
+ N" r1 M e$ \7 D C* G! ?‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares. N6 H+ h- C9 `
Series 18 will be entitled to receive fixed non-cumulative preferential cash7 R( J7 W+ l" Y' l5 q( p3 f) n
dividends, as and when declared by the Board of Directors, subject to the
* C: {! w# |- Z9 w( F0 N. Q; vprovisions of the Bank Act, payable quarterly on the 25th day of February,: c! C2 V W; C$ P" W, F
May, August and November in each year, in the amount per share per annum8 M$ S/ p: |0 u1 C
determined by multiplying the Annual Fixed Dividend Rate applicable to6 Q6 k3 j9 Q Z; w M
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend& B* @ R4 h! g8 }0 H* J& ^$ S
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the# i# z2 q2 X8 C) V7 M
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day2 ^0 _1 R4 Q8 c' V4 a: d
of such Subsequent Fixed Rate Period and will be equal to the sum of the
8 a' ]% i8 V" Z1 a0 V' J; bGovernment of Canada Yield on the applicable Fixed Rate Calculation Date# e8 b( Z) h! z% C0 d$ e& g
plus 3.83%.
/ H V9 o: m; I! AIf the Board of Directors does not declare a dividend, or any part thereof, on
, y- Q! q" I& i1 x5 p/ T/ Uthe Preferred Shares Series 18 on or before the dividend payment date for a; B' f5 Y- f6 X/ r7 H0 z5 r1 p
particular quarter, then the entitlement of the holders of the Preferred2 K( ?8 ^( S% L" O1 h% N
Shares Series 18 to receive such dividend, or to any part thereof, for such4 G" M- @* T2 O- N
quarter will be forever extinguished., Y, D$ m# m( I0 I3 o3 `
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the# c K! L6 ]( K. i* Y ~! |0 U
Superintendent and to the provisions described below under ‘‘Details of the
9 C1 H8 Q ]7 I2 }; `Offering — Certain Provisions of the Preferred Shares Series 18 as a
( q& v$ w! n9 J% q2 lSeries — Restrictions on Dividends and Retirement of Shares’’, on+ u* t% }- N+ J- n" h7 e
February 25, 2014 and on February 25 every five years thereafter, on not" v: m! x8 ^% }2 B
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any) \. j+ b7 z2 R6 I! V- k0 X5 G0 s
part of the then outstanding Preferred Shares Series 18, at the Bank’s option0 Y& k) Q2 d" C- i5 U& V" o7 {
without the consent of the holder, by the payment of an amount in cash for
2 o( Y6 d5 [' u6 W. `7 Y4 ?each such share so redeemed of $25.00 together with all declared and unpaid
6 X3 j/ O. T- a% @1 }5 e H: Rdividends to the date fixed for redemption.
( k# R4 b% b2 b1 }Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic6 Z: c7 v3 x7 E
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
* V0 {3 G5 C) zthe right, at their option, to convert, on February 25, 2014 and on
' n7 ~! {0 a2 \ w4 HS-4
, g9 @% b1 ]& g- P7 zFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any0 z4 G0 Q: S1 Y! u" x1 e
or all of their Preferred Shares Series 18 into an equal number of Preferred8 e( O7 Y; V2 m \; D
Shares Series 19 upon giving to the Bank notice thereof not earlier than2 g9 Z1 d2 v7 x0 H$ B
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
2 X1 `4 y5 m# u# Bpreceding, a Series 18 Conversion Date.' V P5 L, D! c9 x+ H
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
9 [0 E5 A; i+ L+ y: q" z( \9 y. ]Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
" C3 Z# o7 U* m( l; V6 ^Series 19, as the case may be, that there would be outstanding on such
6 Q5 L& D4 N# _Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
! x( z; X! c. _7 j+ @: ?! zsuch remaining number of Preferred Shares Series 18 will automatically be
- U, Q; Y) O( x* O+ i9 Z7 Gconverted on such Series 18 Conversion Date into an equal number of
% j4 d# v; G% ]$ sPreferred Shares Series 19. Additionally, if the Bank determines that, after
9 Q( w0 h; A* y- c1 d0 }, bconversion, there would be outstanding on such Series 18 Conversion Date5 g9 o) H. R! ^* X1 u
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
( k$ I, K; ]: P5 |Series 18 will be converted into Preferred Shares Series 19.2 A, l, M( A' [" ^
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares3 h2 G/ a) U% F" x: R
Series 18 will not be entitled as such to receive notice of, attend, or vote at,5 S/ }5 l8 s8 E$ ?7 n6 X+ J# h1 R
any meeting of the shareholders of the Bank unless and until the first time at# q! f z* u, }5 L# b
which the Board of Directors has not declared the whole dividend on the
9 c, z/ Q ?3 D. `$ V; WPreferred Shares Series 18 in any quarter. In that event, subject as
- a: e# c3 H% M2 e- l; N6 m5 Uhereinafter provided, the holders of Preferred Shares Series 18 will be
2 z9 f( D3 K0 Ientitled to receive notice of, and to attend, meetings of shareholders at which
' c6 Z3 U! }8 B2 [, d. f" xdirectors of the Bank are to be elected and will be entitled to one vote for4 {# h* _# e0 F
each Preferred Share Series 18 held. The voting rights of the holders of the
" b. X- u& f) V; @! W$ `Preferred Shares Series 18 will forthwith cease upon payment by the Bank of- n9 I2 g1 X5 }2 i* C
the first dividend on the Preferred Shares Series 18 to which the holders are: B0 _) M1 y5 P# g2 S
entitled thereunder subsequent to the time such voting rights first arose until
: V# g9 V1 p o$ u$ Xsuch time as the Bank may again fail to declare the whole dividend on the
! J7 Y+ s Y, b' d4 O. l' EPreferred Shares Series 18 in respect of any quarter, in which event such5 U4 T: Q I1 ]5 i; B& u) h' t" ?
voting rights will become effective again and so on from time to time.) @& b) }% Q7 y
Principal Characteristics of the Preferred Shares Series 19
1 `6 x' u K4 ADividends: The holders of the Preferred Shares Series 19 will be entitled to receive
( p" q s2 I8 S! y! e* yfloating rate non-cumulative preferential cash dividends, as and when
6 [2 o0 [9 z% e+ tdeclared by the Board of Directors, subject to the provisions of the Bank Act,0 T; T! F+ E6 \' t" ~( F% X
payable quarterly on the 25th day of February, May, August and November
! r/ { Y- N4 l2 S' x) h* g9 cin each year, in the amount per share determined by multiplying the0 E# m. y! `9 w: }
applicable Quarterly Floating Dividend Rate by $25.00.9 V% E+ k9 [* O4 y4 | b
On the 30th day prior to the commencement of the initial quarterly dividend
) \9 M1 C( p# c( Mperiod beginning on February 25, 2014, and on the 30th day prior to the first
. T( R2 m& h- ~6 G- Uday of each subsequent quarterly dividend period (the initial quarterly
_8 H3 s" R, y+ d! L6 i2 Ydividend period and each subsequent quarterly dividend period is referred to* i/ k1 w' Z! O- {& z! V! z
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the6 k S/ C# v+ p& }$ q K
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
I# j% Z3 L- ]& @( h1 WPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
/ U1 i3 k7 c; t. QT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
6 a; q h* g8 f: O0 K9 uelapsed in the applicable Quarterly Floating Rate Period divided by 365); ]7 v8 F) [. X, [7 w8 M! F$ b
determined on the 30th day prior to the first day of the applicable Quarterly1 r) Y; o% P9 q/ M
Floating Rate Period.
h' v4 h/ N) \$ N8 v3 {- e$ x5 {4 SS-5/ K: C7 a5 P N# m/ } v1 X
If the Board of Directors does not declare a dividend, or any part thereof, on
1 o% l" i3 a! L) R& p7 }, i+ _the Preferred Shares Series 19 on or before the dividend payment date for a9 T8 X4 O# E/ Q
particular quarter, then the entitlement of the holders of the Preferred
O7 E0 M3 r3 jShares Series 19 to receive such dividend, or to any part thereof, for such
6 @% W+ c }* _5 c( Tquarter will be forever extinguished.& p; ]1 U+ J, R3 ~8 ^" O" b
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
( Z! j' a4 A" R) |Superintendent and to the provisions described below under the heading
) m+ M0 S9 H8 P4 c' B‘‘Details of the Offering — Certain Provisions of the Preferred Shares* }1 y! z' F5 l9 H
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
# ~ |* k8 A) Q/ b! Pon not more than 60 nor less than 30 days’ notice, the Bank may redeem all) e1 K7 j7 p# Z2 p! h
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s: c. T/ q' ]. M( B( b7 t3 q1 \! T
option without the consent of the holder, by the payment of an amount in4 v" P" R- p/ s! |" r
cash for each such share so redeemed of (i) $25.00 together with all declared
( K% O* D3 X1 P1 @. S' |" Eand unpaid dividends to the date fixed for redemption in the case of
9 Q7 f0 F8 l5 L" [; Iredemptions on February 25, 2019 and on February 25 every five years" B9 J. S+ V: g
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
# M9 K1 V) k- M" N% Uthe date fixed for redemption in the case of redemptions on any other date
0 K/ G0 m9 s- [( l$ c+ J" J$ Oon or after February 25, 2014.
" y1 p; @/ G& ^' U# p0 cConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
]9 V4 o0 D- R {- M+ G1 `( XShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
, z1 n6 f+ K; p! p: q Gthe right, at their option, to convert, on February 25, 2019 and on
3 y$ l% n' P: ~- ?0 qFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any6 }$ O1 C4 |6 g- l8 s
or all of their Preferred Shares Series 19 into an equal number of Preferred F. M0 C1 |7 x3 Z0 J/ r: u
Shares Series 18 upon giving to the Bank written notice thereof not earlier
w! g: R2 o8 c: A3 I; h! ]$ t+ }than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the0 z' W" D9 R5 O" {& B* \% t7 A" m
15th day preceding, a Series 19 Conversion Date.7 J- T3 D# j7 I4 x, \+ l
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
, d2 Z( F% O; \; b- d! Z% C! TProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares, V8 @: C3 ?2 X4 i
Series 18, as the case may be, that there would be outstanding on such
- w2 e' Q9 ^; g. P$ d KSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,! [( @8 T% k! ?. c' K: L
such remaining number of Preferred Shares Series 19 will automatically be' g2 ?0 u4 I, s# P5 e- w" O
converted on such Series 19 Conversion Date into an equal number of
1 r, j2 ]8 l0 F# ?# t$ j6 Z- SPreferred Shares Series 18. Additionally, if the Bank determines that, after
& h) m" D0 i# g6 Tconversion, there would be outstanding on such Series 19 Conversion Date
9 R1 t0 t; A0 t* W: Z1 Rless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
, ^: u% i$ a$ eSeries 19 will be converted into Preferred Shares Series 18.3 i* Q- K: v n/ l! D5 p
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares3 |) }; h. O. x+ D- S( v8 {! L
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
* t' ?* ^/ ~7 W* V; t- V8 oany meeting of the shareholders of the Bank unless and until the first time at. y# ]5 k* v! |6 |5 L7 B
which the Board of Directors has not declared the whole dividend on the" ]0 {" ]' O" S* Z
Preferred Shares Series 19 in any quarter. In that event, subject as, R, P+ |9 s/ D6 P
hereinafter provided, the holders of Preferred Shares Series 19 will be/ B4 G. r8 n) J1 A8 w
entitled to receive notice of, and to attend, meetings of shareholders at which |" w5 ]- X8 g# `' ~
directors of the Bank are to be elected and will be entitled to one vote for" e: G: O9 [, @7 Z2 t3 ~& h. y
each Preferred Share Series 19 held. The voting rights of the holders of the
: @8 a* }6 M0 G% B. d$ y }Preferred Shares Series 19 will forthwith cease upon payment by the Bank of" ~5 k/ _) m; W: u
the first dividend on the Preferred Shares Series 19 to which the holders are; @: p, H+ _3 Y1 q' a
entitled thereunder subsequent to the time such voting rights first arose until! ?3 [- f& {2 R% L5 w
such time as the Bank may again fail to declare the whole dividend on the! n' r- Q2 E6 ]$ _6 Y Q: P1 e# y
Preferred Shares Series 19 in respect of any quarter, in which event such) m8 T1 r0 U' a# @
voting rights will become effective again and so on from time to time.0 Z7 n6 Z* ^0 ?) S
S-6
0 t9 ]: o4 h t- J: h# h& V5 |" T+ ]Priority: The preferred shares of each series of the Bank will rank on a parity with
/ f7 M4 R: r/ O7 _every other series and are entitled to preference over the common shares of+ f, W, p9 T; T; I
the Bank and over any other shares of the Bank ranking junior to the
2 ~' S+ A0 i, ypreferred shares with respect to the payment of dividends and upon any; N2 ?7 N9 |$ F# k# k5 ?8 L
distribution of assets in the event of the liquidation, dissolution or: H9 J7 b/ @" y% A$ m
winding-up of the Bank.
; Z9 S" s2 {! V3 k+ {, R8 E g0 [; ATax on Preferred Share The Bank will elect, in the manner and within the time provided under
5 v9 c- B+ x" m! l8 jDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares- W2 J c) m5 W5 S- S, q. H- b
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
4 r+ u+ T% O4 ?dividends received on such shares under Part IV.1 of such Act. |
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