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发表于 2008-11-29 16:58
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下面是BMO的:
1 r6 h$ B( x; }1 l |SUMMARY OF THE OFFERING; k: \ X& r6 w% j$ n: g% ]
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’’.
8 W/ x0 x$ _% q5 m) VIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
+ x8 S4 F$ }$ L5 p! z8 r/ ? f5 f& KAmount: $150,000,000 (6,000,000 shares).
: ]& \& K/ B6 w5 X( A" P5 D" q, B& ePrice and Yield: $25.00 per share to yield initially 6.50% per annum.
, V9 W5 t5 @* Q& Z0 xPrincipal Characteristics of the Preferred Shares Series 18* @$ C: m* Q) P
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
) }& M" O; U/ Unon-cumulative preferential cash dividends, as and when declared by the
0 }& `( w" k; MBoard of Directors, subject to the provisions of the Bank Act, for the initial
+ A8 s2 e4 A! Z. g+ L# `period commencing on the closing date and ending on and including
$ a7 O& G& r/ ?' GFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
9 D( h* J* ], A) ]9 P25th day of February, May, August and November in each year, at a rate- o; h4 B9 u* U1 H0 p7 R
equal to $0.40625 per share. The initial dividend, if declared, will be payable
+ b. ]2 {' \% Z( P% F) f" ]May 25, 2009 and will be $0.73459 per share, based on the anticipated closing3 F: T5 N* t6 z0 m. |
date of December 11, 2008.
, r+ a8 u: h7 qFor each five-year period after the Initial Fixed Rate Period (each, a
I% S5 b2 ?9 e5 c( ?+ Y‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares. f2 V# f3 I) ^( t' [7 Z
Series 18 will be entitled to receive fixed non-cumulative preferential cash
* X, r3 o/ h: k: j, @dividends, as and when declared by the Board of Directors, subject to the. a/ [- Q& B j+ D- C$ r
provisions of the Bank Act, payable quarterly on the 25th day of February,( l+ E9 o! t. x% B% j
May, August and November in each year, in the amount per share per annum
0 u4 i, i+ P0 m' G8 z* J% adetermined by multiplying the Annual Fixed Dividend Rate applicable to5 V q N @* p1 T, _
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
0 x4 w" s7 o) E1 e) z" xRate for the ensuing Subsequent Fixed Rate Period will be determined by the) ~. s. d- l* V
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
) `" L. a" ?) {/ ^of such Subsequent Fixed Rate Period and will be equal to the sum of the
: b) W2 U. n W: |% e* ^7 j0 Q% e+ AGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
/ [9 h& F4 Q" M4 b' j1 Jplus 3.83%.
5 j, ?! {( x+ c; t: QIf the Board of Directors does not declare a dividend, or any part thereof, on
( p: |5 h% n. |; s1 R+ kthe Preferred Shares Series 18 on or before the dividend payment date for a
+ l R9 ]5 Z- Q) U" C+ F4 T" `particular quarter, then the entitlement of the holders of the Preferred$ ~/ H5 o) J' m/ `8 Q
Shares Series 18 to receive such dividend, or to any part thereof, for such
' H& s# a6 n" X. k; D: Oquarter will be forever extinguished.
( d/ y8 E: H* w! l c" hRedemption: Subject to the provisions of the Bank Act and to the prior consent of the5 P; b( t& c5 z7 b6 n
Superintendent and to the provisions described below under ‘‘Details of the- n+ y2 J' i; L" T0 V F
Offering — Certain Provisions of the Preferred Shares Series 18 as a( F& G5 Q( l9 P, p* e
Series — Restrictions on Dividends and Retirement of Shares’’, on
`- Z& ^* \" D" lFebruary 25, 2014 and on February 25 every five years thereafter, on not9 B5 C" e) b1 x0 g! C' e
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any: U# ?3 w* R. k
part of the then outstanding Preferred Shares Series 18, at the Bank’s option3 p9 ]& M, }2 d3 i
without the consent of the holder, by the payment of an amount in cash for
2 }' v* s4 W/ P& t; h6 R6 V& deach such share so redeemed of $25.00 together with all declared and unpaid
$ c9 y# [) o: p! ~$ k9 Y: H* Bdividends to the date fixed for redemption.
' I4 B* P3 w' r9 _, Z" JConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
/ _7 b8 _8 v, @Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
# H; j4 p# X% }the right, at their option, to convert, on February 25, 2014 and on
! E7 U( y4 R" t$ N3 i5 Z0 \S-4( j3 L1 |$ T! g- t: S6 B* t* L
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
( K7 Z/ j: K0 C7 i# @or all of their Preferred Shares Series 18 into an equal number of Preferred
4 u6 m( j0 ^" l! BShares Series 19 upon giving to the Bank notice thereof not earlier than
5 _& c2 Q: D0 [! w: h30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day9 _ o* a$ m( v8 L4 e* R1 r+ ^& C
preceding, a Series 18 Conversion Date.
7 ?) D) U$ B) U! lAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
6 X% d: a! l* ]: \) B' OProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
4 d2 v. [: r* H/ w" D( HSeries 19, as the case may be, that there would be outstanding on such
5 Z9 q# G4 A( P5 W6 I# YSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,1 \& R: ?0 r: u0 l$ | s
such remaining number of Preferred Shares Series 18 will automatically be
2 r$ N" Q/ \1 w2 Iconverted on such Series 18 Conversion Date into an equal number of( V$ E/ m5 B: `7 [
Preferred Shares Series 19. Additionally, if the Bank determines that, after3 r+ a {. }* w4 b. B
conversion, there would be outstanding on such Series 18 Conversion Date% m6 ~6 v$ o3 T( h# e) Q; K* E
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares5 R& e2 ] N$ w# k# J
Series 18 will be converted into Preferred Shares Series 19.
7 K' q+ J: b6 f' [8 g& KVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
; o# ?) ]/ u$ ]* a3 m6 {( SSeries 18 will not be entitled as such to receive notice of, attend, or vote at,; Q, }& y4 b. b: B/ F
any meeting of the shareholders of the Bank unless and until the first time at1 ]' k# x: M, f9 r# k& s
which the Board of Directors has not declared the whole dividend on the) G( d H7 x6 ~5 n
Preferred Shares Series 18 in any quarter. In that event, subject as
5 r/ A5 v. R; A) g& }9 {) xhereinafter provided, the holders of Preferred Shares Series 18 will be% k) ?9 X9 T- M; ^
entitled to receive notice of, and to attend, meetings of shareholders at which
( ~8 W% y3 h( {" m& r9 C, y. ydirectors of the Bank are to be elected and will be entitled to one vote for0 H9 a9 r0 |) |- O n3 x' f
each Preferred Share Series 18 held. The voting rights of the holders of the
* z8 J& ? ]: g+ w4 X" ?Preferred Shares Series 18 will forthwith cease upon payment by the Bank of" m2 R3 w, L- v. f3 H/ _+ {
the first dividend on the Preferred Shares Series 18 to which the holders are
& E) n- `( N; M% @" \, Bentitled thereunder subsequent to the time such voting rights first arose until
( B# l: E3 s4 ^. S% ^+ B V2 bsuch time as the Bank may again fail to declare the whole dividend on the$ m* J6 S! w9 L6 A
Preferred Shares Series 18 in respect of any quarter, in which event such
7 F& y+ n) D6 Y5 i I; Uvoting rights will become effective again and so on from time to time.3 i7 j" U: T9 \4 N
Principal Characteristics of the Preferred Shares Series 19) D( P2 y2 B' m0 @
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive& t2 d/ ^6 H1 s) M; n
floating rate non-cumulative preferential cash dividends, as and when- w: d5 ` Q9 S7 {5 _1 T% z* g" d
declared by the Board of Directors, subject to the provisions of the Bank Act,/ p5 s d2 v$ @' ^. Y/ B' Y
payable quarterly on the 25th day of February, May, August and November
3 \, D7 G( [* b# a2 z2 `in each year, in the amount per share determined by multiplying the1 K: ^+ i3 k) q+ y
applicable Quarterly Floating Dividend Rate by $25.00.
% D( x. G- ^: }, G- Z8 bOn the 30th day prior to the commencement of the initial quarterly dividend
$ u6 g/ L, P1 v- j% f3 H% Rperiod beginning on February 25, 2014, and on the 30th day prior to the first3 E" n* f" K/ r* b
day of each subsequent quarterly dividend period (the initial quarterly
7 e' i- X# f5 S2 t& T8 V9 r9 bdividend period and each subsequent quarterly dividend period is referred to! X0 _9 l4 k2 T$ D0 q6 f) I
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the _5 Q6 B9 d) C7 {+ \% e, K
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
7 |" H8 i; |+ M* T& ?6 T" o. W3 bPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
( A5 \' ~5 i3 I8 }- bT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days) U0 d( c A+ x' D6 h
elapsed in the applicable Quarterly Floating Rate Period divided by 365)3 F y3 _8 d2 |! R/ p+ [3 Q& z; L' k
determined on the 30th day prior to the first day of the applicable Quarterly) Y- X/ q# Q0 O4 p" O1 s/ B0 K
Floating Rate Period.
+ U$ t8 y( d M6 A/ ?S-50 K$ ]# Q, V; _# ^* |
If the Board of Directors does not declare a dividend, or any part thereof, on
' m- E- }$ J$ T3 N# i. t6 o4 zthe Preferred Shares Series 19 on or before the dividend payment date for a4 g+ D/ i- ]+ U/ z
particular quarter, then the entitlement of the holders of the Preferred' _! O( y: v$ g
Shares Series 19 to receive such dividend, or to any part thereof, for such
0 R/ p1 D& M! f! u, C" _3 Equarter will be forever extinguished.4 [9 b# `! d1 U: E# }
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the$ k; `* u! C$ ~) n0 |5 w! a
Superintendent and to the provisions described below under the heading
4 g2 Q- E, q' }9 I‘‘Details of the Offering — Certain Provisions of the Preferred Shares/ F% e& R: Z& C6 x$ d
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,5 h l& ]; }" P6 Q& L3 C; U5 N
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all: N& U) G# Y* }4 T7 M9 R
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
3 |9 P q' N U$ P4 j/ foption without the consent of the holder, by the payment of an amount in0 N5 Y/ ~# A/ m/ J1 t* w" \
cash for each such share so redeemed of (i) $25.00 together with all declared/ Y! }0 L$ v+ b8 d; j3 [( t
and unpaid dividends to the date fixed for redemption in the case of
; X4 v: s5 M$ ]/ k8 P+ bredemptions on February 25, 2019 and on February 25 every five years
4 _4 U7 g7 B' G% g1 J% X8 S1 a. mthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
k+ g5 A3 J/ A8 y0 nthe date fixed for redemption in the case of redemptions on any other date- D- D5 H( Y" K+ X" ~7 }; Z& d# d
on or after February 25, 2014.# ?+ b" x" C/ p: C) A
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic2 r% W$ v4 S6 V1 w
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have, `5 i# f; T ]( ]
the right, at their option, to convert, on February 25, 2019 and on
4 }% C7 g: q1 k( AFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
+ V7 z; K" l$ c d/ Y) For all of their Preferred Shares Series 19 into an equal number of Preferred$ Z, }* t3 H6 Z% u
Shares Series 18 upon giving to the Bank written notice thereof not earlier
7 F" r# f, ?- c4 Bthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
2 B& F! y, F% X15th day preceding, a Series 19 Conversion Date.
; @6 c; ?1 V) I6 S7 |Automatic Conversion If the Bank determines, after having taken into account all shares tendered
. D% o- ~8 _1 M$ y1 \Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
$ [8 Z/ k3 H: ^1 L# d2 zSeries 18, as the case may be, that there would be outstanding on such2 v, {, K" I5 [! f# ^8 h# ~! |
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,4 O1 d9 T% o0 R
such remaining number of Preferred Shares Series 19 will automatically be
0 O# ?. Q& F) `) a# w& Qconverted on such Series 19 Conversion Date into an equal number of
. ~* {5 u4 t( M; p( t) R7 M! mPreferred Shares Series 18. Additionally, if the Bank determines that, after
( q3 R# R% q4 L* @3 _1 |) _conversion, there would be outstanding on such Series 19 Conversion Date
" \' v# A$ h+ D0 h- oless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
4 ^+ C, W1 {8 [0 qSeries 19 will be converted into Preferred Shares Series 18." e k- e9 t8 {% H
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
/ e. X) r& V, ]' ~" j# MSeries 19 will not be entitled as such to receive notice of, attend, or vote at,4 n0 ~- X: ?5 T" M
any meeting of the shareholders of the Bank unless and until the first time at
, w2 y! Q c2 e) swhich the Board of Directors has not declared the whole dividend on the
7 E2 E% A2 o! aPreferred Shares Series 19 in any quarter. In that event, subject as- I) U# E7 [2 a8 J; I
hereinafter provided, the holders of Preferred Shares Series 19 will be
) \7 b1 o( R) K' b5 T+ xentitled to receive notice of, and to attend, meetings of shareholders at which
7 y' a6 c# b1 h5 x1 y \directors of the Bank are to be elected and will be entitled to one vote for
9 ^ ~3 L( s, z- ceach Preferred Share Series 19 held. The voting rights of the holders of the
# Q7 ]) [/ S9 KPreferred Shares Series 19 will forthwith cease upon payment by the Bank of& ^) W' E. |# H% t0 |, k8 j: o
the first dividend on the Preferred Shares Series 19 to which the holders are( E# T( {+ j& O% F" u- l \7 v7 Y
entitled thereunder subsequent to the time such voting rights first arose until! x. b5 G5 K, R
such time as the Bank may again fail to declare the whole dividend on the
4 T( e5 _ a6 g) ~* `Preferred Shares Series 19 in respect of any quarter, in which event such, @- i0 |% w* r8 m
voting rights will become effective again and so on from time to time.
% `* X! d8 d! x8 A! L0 B8 R* V& L8 PS-6; t2 n4 u0 d! c$ c- S
Priority: The preferred shares of each series of the Bank will rank on a parity with
$ z8 n: |5 @% t6 z/ S0 X- hevery other series and are entitled to preference over the common shares of
3 _& L/ m( x, Rthe Bank and over any other shares of the Bank ranking junior to the3 K8 ?3 Q' J( ^
preferred shares with respect to the payment of dividends and upon any
( p3 a: b Z( U0 d# P+ a* Fdistribution of assets in the event of the liquidation, dissolution or! F* K# ~: h9 q
winding-up of the Bank.$ z8 ^ I9 k) m8 `
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
& @8 X0 [/ z3 T6 b" h% v& g3 uDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
* Y7 |1 K2 |+ `Series 18 and Preferred Shares Series 19 will not be required to pay tax on3 z, i! n* V+ f& Q- U* @
dividends received on such shares under Part IV.1 of such Act. |
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