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发表于 2008-11-29 16:58
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下面是BMO的:# q- W7 C( I; _# K' o+ @
SUMMARY OF THE OFFERING
7 Q6 S# ?1 i: w5 R5 ~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’’.
" m: D6 p" M( b$ P4 J( QIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
" a6 j3 a O" a$ U4 BAmount: $150,000,000 (6,000,000 shares).
0 U8 G9 y- b% n4 mPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
" ]# a+ P1 v- t3 G% O( G! i, jPrincipal Characteristics of the Preferred Shares Series 18
% B( K0 I- @- K4 ^# KDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
0 m) m% Q$ _, _8 {; N2 n3 cnon-cumulative preferential cash dividends, as and when declared by the+ L% v1 ~( b" x* C( p" b% W) u3 l5 b
Board of Directors, subject to the provisions of the Bank Act, for the initial% t! i- \ C( W
period commencing on the closing date and ending on and including
& j {& G: j# x6 I9 F% ^+ y" cFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
8 T) |! l. y/ j0 W25th day of February, May, August and November in each year, at a rate3 V$ o5 U% X$ p8 J; L
equal to $0.40625 per share. The initial dividend, if declared, will be payable S3 _# } o8 t$ N+ l- F
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing' P0 O1 q" ] t. W" n! m! L
date of December 11, 2008.
) O5 j. S+ Q- G0 ]) I/ W. PFor each five-year period after the Initial Fixed Rate Period (each, a
. \ n' [+ U, K. t7 w4 R‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares) t F( _( }$ ?0 w
Series 18 will be entitled to receive fixed non-cumulative preferential cash
$ x6 b$ v8 f7 B' f; {6 xdividends, as and when declared by the Board of Directors, subject to the7 [/ v$ L. n# t5 a; z
provisions of the Bank Act, payable quarterly on the 25th day of February,
# \% |1 M3 i1 ]% jMay, August and November in each year, in the amount per share per annum5 C* V4 b _. f' D. o
determined by multiplying the Annual Fixed Dividend Rate applicable to
1 p1 b9 {* e5 p+ n" l4 Hsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
8 |/ C& }0 [7 n( u' ERate for the ensuing Subsequent Fixed Rate Period will be determined by the
) I9 `4 e$ _- n9 nBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day) T. q: O: {" ~
of such Subsequent Fixed Rate Period and will be equal to the sum of the
2 \8 }7 @- \4 G$ E& H! xGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
0 }8 {* X! N Tplus 3.83%.
3 M6 f& |+ w8 V3 O! l+ o, ^If the Board of Directors does not declare a dividend, or any part thereof, on7 v: E( j* C. y9 V6 N7 `1 E0 E' E
the Preferred Shares Series 18 on or before the dividend payment date for a
; n; ^" K( ~* F/ Oparticular quarter, then the entitlement of the holders of the Preferred/ ~( K$ j+ }0 i+ G! y
Shares Series 18 to receive such dividend, or to any part thereof, for such! v8 O1 Q o9 Z D
quarter will be forever extinguished.. N# s/ v7 U' [
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
! c0 g9 _1 f. \8 T! j) xSuperintendent and to the provisions described below under ‘‘Details of the- t1 d5 g! o: _3 I5 J
Offering — Certain Provisions of the Preferred Shares Series 18 as a
2 g2 d/ p; @: B" _7 m0 ySeries — Restrictions on Dividends and Retirement of Shares’’, on
; s* ~0 M" E6 R5 MFebruary 25, 2014 and on February 25 every five years thereafter, on not
, H" t8 L( v; ^8 f" o! {more than 60 nor less than 30 days’ notice, the Bank may redeem all or any) j: b; C" U3 e3 `; w% D6 O
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
. ?* J! o" I e4 r, `# L5 g; Iwithout the consent of the holder, by the payment of an amount in cash for
2 z: y+ X7 _$ [! [7 Meach such share so redeemed of $25.00 together with all declared and unpaid
3 s& s8 v4 V" c2 r n2 Odividends to the date fixed for redemption.
( i* r8 ]( O1 {1 F' R" cConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
: W+ F6 V7 Y7 pShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
' N M5 |$ N+ T' G# ~the right, at their option, to convert, on February 25, 2014 and on" O& K4 S P4 `' I' e
S-4
4 s( C; |4 q6 D7 f6 IFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
, u$ ?/ n4 [7 [- F& G7 oor all of their Preferred Shares Series 18 into an equal number of Preferred
- z2 p5 [0 ~* g3 _6 m7 R5 r2 UShares Series 19 upon giving to the Bank notice thereof not earlier than" _1 p; b+ _5 J" T6 A' _* }
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
! \* n) E+ ~- h3 V8 l/ }preceding, a Series 18 Conversion Date.
: {3 H4 ]4 d- @- `: B+ ], j) zAutomatic Conversion If the Bank determines, after having taken into account all shares tendered8 M% H; K; i* Q: I: ~- l
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
, m/ Z5 X \. E. W; p! T% `) aSeries 19, as the case may be, that there would be outstanding on such
( c5 f( h% B' |; k9 }/ b4 A! USeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
# G L; _7 J, G/ \" B' dsuch remaining number of Preferred Shares Series 18 will automatically be
( h8 [' F/ R! `+ pconverted on such Series 18 Conversion Date into an equal number of
( Y$ b- {$ v+ c2 U# kPreferred Shares Series 19. Additionally, if the Bank determines that, after
' S/ G" H5 V& y4 ^ b. h! |9 N. Bconversion, there would be outstanding on such Series 18 Conversion Date2 ^; h: d/ |/ j( L2 ^1 B$ \3 U' B
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares8 j: j; ]2 R5 D& i9 M' ?
Series 18 will be converted into Preferred Shares Series 19.
( s+ |. `, }' uVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
/ H- I% h" d# L& M* U! j+ U. w& {) y. ESeries 18 will not be entitled as such to receive notice of, attend, or vote at,3 o6 b0 g' f4 X% A2 L* x9 P: u
any meeting of the shareholders of the Bank unless and until the first time at7 p: c0 g9 w3 K9 { c& [
which the Board of Directors has not declared the whole dividend on the
+ }3 V! \/ R x6 I' m5 d `Preferred Shares Series 18 in any quarter. In that event, subject as
3 L/ k2 x+ `* _6 lhereinafter provided, the holders of Preferred Shares Series 18 will be3 L5 o+ k7 W ?; S1 ^
entitled to receive notice of, and to attend, meetings of shareholders at which% J5 _# |$ g6 z0 `
directors of the Bank are to be elected and will be entitled to one vote for
3 X& }: _" U7 m1 ueach Preferred Share Series 18 held. The voting rights of the holders of the
/ A# u3 n: W0 }0 h% y5 x8 d" S/ jPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
: f7 O/ z. i, N; _the first dividend on the Preferred Shares Series 18 to which the holders are
$ W& {' U9 \5 b8 Jentitled thereunder subsequent to the time such voting rights first arose until! d; ~3 C) U, J% E [1 r, E
such time as the Bank may again fail to declare the whole dividend on the$ h% z2 s1 w; Y$ w9 \0 W0 T
Preferred Shares Series 18 in respect of any quarter, in which event such
0 _8 ~4 H% m3 Ivoting rights will become effective again and so on from time to time. T( R$ q; S) b
Principal Characteristics of the Preferred Shares Series 19; Y1 P8 O/ C/ R) F
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive f9 G9 V+ n9 r8 Q
floating rate non-cumulative preferential cash dividends, as and when
( ?* e9 j q2 E4 s0 s& Ideclared by the Board of Directors, subject to the provisions of the Bank Act,
% q# D# Z4 W8 ]% g' b J& V2 ^% Bpayable quarterly on the 25th day of February, May, August and November# m: m6 c5 K. n5 ?" a& |9 f3 }
in each year, in the amount per share determined by multiplying the
; d# q+ @1 U sapplicable Quarterly Floating Dividend Rate by $25.00.
* o# _ b* t$ L4 I/ YOn the 30th day prior to the commencement of the initial quarterly dividend/ G$ ^9 i2 ]7 z' V# `- B5 d+ ]! z
period beginning on February 25, 2014, and on the 30th day prior to the first9 z3 c' k+ J" ~7 m# A
day of each subsequent quarterly dividend period (the initial quarterly
1 B- `: V! q- _4 Rdividend period and each subsequent quarterly dividend period is referred to r4 x* g# i& u0 \* W
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the- l2 ?0 x, f! o4 E
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate) z; T; X) R& g3 i- \/ s% p
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the% Q2 f1 N4 Y! P& V
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
- _5 E5 w/ d: D: Y' C6 Eelapsed in the applicable Quarterly Floating Rate Period divided by 365)
0 d6 D& }+ j* _& d$ {/ H3 \! Udetermined on the 30th day prior to the first day of the applicable Quarterly
" F- d/ {# a+ o8 LFloating Rate Period.: N# f- W: \$ |! X% i, M5 _2 H
S-5
( x) C3 }/ S& m3 ] z( ?If the Board of Directors does not declare a dividend, or any part thereof, on& a6 P8 S$ E/ Z( R) x* U5 Q' t
the Preferred Shares Series 19 on or before the dividend payment date for a
7 y) d; A" k) M9 oparticular quarter, then the entitlement of the holders of the Preferred/ z0 |3 i, \" ?; E% V
Shares Series 19 to receive such dividend, or to any part thereof, for such
% ]; |8 b$ N- _9 l7 Yquarter will be forever extinguished. Z2 C& A, k4 D3 {+ H% l! z
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the% X4 ?/ J4 b0 k! ]! r4 p
Superintendent and to the provisions described below under the heading
+ d1 s: U3 H% Z$ Y g# k* ^7 x‘‘Details of the Offering — Certain Provisions of the Preferred Shares
5 e' g8 u' M5 N* [# h6 }1 s \% zSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
% O8 b# c; a# `1 e" l3 Aon not more than 60 nor less than 30 days’ notice, the Bank may redeem all: Y2 m5 k5 ~/ X# ~
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s8 V, @' b- j E8 M6 k2 @
option without the consent of the holder, by the payment of an amount in; d) A5 N7 G' G Y1 I) O F' b
cash for each such share so redeemed of (i) $25.00 together with all declared
$ B% S5 U S4 i4 band unpaid dividends to the date fixed for redemption in the case of
" J( s! H0 p) W+ Q# `1 v$ G6 s/ ]redemptions on February 25, 2019 and on February 25 every five years
8 t: C! k( T' a. R0 N5 Uthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
' _* f7 |9 B/ L; _; J2 Vthe date fixed for redemption in the case of redemptions on any other date; F. D S) V p0 w( z1 W- M
on or after February 25, 2014.! ^% p4 G' F { U% V, a% g
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
6 N. D* H5 w0 TShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have5 X+ O# p. u4 G( \
the right, at their option, to convert, on February 25, 2019 and on
. |& C5 k* I8 k U; F/ @February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any5 z! @/ Z* L0 \! X& X2 ^
or all of their Preferred Shares Series 19 into an equal number of Preferred: q0 E6 n& H) n% T
Shares Series 18 upon giving to the Bank written notice thereof not earlier- @) H! K3 F8 i9 P" r) C& Z
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the+ Z6 c4 p3 [* E( ~2 |; J
15th day preceding, a Series 19 Conversion Date.
/ _" C' k$ ^! e. _* k. MAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
. E. G- H5 }8 G3 XProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
; S# h5 K& |: t+ {1 T# RSeries 18, as the case may be, that there would be outstanding on such
: Y l" _8 K+ {0 }Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
+ W9 s. T+ r1 M6 ^. K3 H( Csuch remaining number of Preferred Shares Series 19 will automatically be
2 {, T' ^. d5 _3 J6 _( a& V# Bconverted on such Series 19 Conversion Date into an equal number of
. B% v% x3 |. T9 H2 S3 gPreferred Shares Series 18. Additionally, if the Bank determines that, after
- o- c" X* Q6 A l% Y- ]. p& V, r; Mconversion, there would be outstanding on such Series 19 Conversion Date; w2 g/ F# q8 A& M! a& P
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
: T' Y8 x8 T" L! @7 T2 f( `Series 19 will be converted into Preferred Shares Series 18.1 m9 d' Q% @: G% v7 I
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares! f( z; [, Y0 D
Series 19 will not be entitled as such to receive notice of, attend, or vote at," ?- ~3 z4 {# s+ \& u9 h6 g
any meeting of the shareholders of the Bank unless and until the first time at1 [: k! E7 ^% g [: Q: `
which the Board of Directors has not declared the whole dividend on the! N( r! W) O2 K, K
Preferred Shares Series 19 in any quarter. In that event, subject as
9 c6 s+ V( b; j( Whereinafter provided, the holders of Preferred Shares Series 19 will be1 F7 x$ ~7 {. [* G
entitled to receive notice of, and to attend, meetings of shareholders at which& h+ ?. c- e; w5 B
directors of the Bank are to be elected and will be entitled to one vote for
! z( S8 b9 |# O1 j9 Reach Preferred Share Series 19 held. The voting rights of the holders of the
/ g! L3 k" l }3 ?- F( o sPreferred Shares Series 19 will forthwith cease upon payment by the Bank of. X* }* ^& r8 Y) ?# B$ T8 Y
the first dividend on the Preferred Shares Series 19 to which the holders are
g9 c& J9 A e V/ E) Y+ V J3 Y) qentitled thereunder subsequent to the time such voting rights first arose until) j/ U$ J" Y( T+ T( S0 T+ c
such time as the Bank may again fail to declare the whole dividend on the/ K9 |0 f4 a( N
Preferred Shares Series 19 in respect of any quarter, in which event such
% W$ {! e+ B5 U) x9 Hvoting rights will become effective again and so on from time to time.
2 u8 K1 z; K: c V6 g1 hS-6
|( i* l* C0 X- t* IPriority: The preferred shares of each series of the Bank will rank on a parity with. H" @( A5 w" [, M4 v8 y; Z. W
every other series and are entitled to preference over the common shares of
4 U* ~+ h0 [9 y) ]0 c$ lthe Bank and over any other shares of the Bank ranking junior to the: l/ t( `# _3 ]
preferred shares with respect to the payment of dividends and upon any8 _+ J- F" o0 Y" E& u) G( i
distribution of assets in the event of the liquidation, dissolution or) d, [' Y1 P( i
winding-up of the Bank.
2 T0 l9 @5 e, q" [6 ?2 n, ATax on Preferred Share The Bank will elect, in the manner and within the time provided under
$ F _. S" E. G! X% N! x( z4 CDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares! A9 N7 B0 k' [& {% v' q
Series 18 and Preferred Shares Series 19 will not be required to pay tax on+ E0 F: }* @2 \; X& q- J
dividends received on such shares under Part IV.1 of such Act. |
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