 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:, W% L/ P& A# x& P- i5 {
SUMMARY OF THE OFFERING6 W1 e0 P5 Q( W. a; p8 A2 u
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’’.
1 ]. d4 t6 V. c6 I3 D6 AIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
- W5 M1 _) I( N, u+ p* UAmount: $150,000,000 (6,000,000 shares)." h- F) L' w- V+ Z3 C
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
+ }$ g5 D1 F h& ^- E, @% EPrincipal Characteristics of the Preferred Shares Series 18 v5 N- c9 L# M! ]% R
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed/ P' ~& [/ Z, [/ _6 t9 }
non-cumulative preferential cash dividends, as and when declared by the3 F2 L/ @7 G. h) j3 A( h L# j
Board of Directors, subject to the provisions of the Bank Act, for the initial# _! y5 G, p2 F" d( G
period commencing on the closing date and ending on and including" {4 ]* m9 ^# k# ?5 P
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the: K& i; I3 F& C: {0 G! y, p) l
25th day of February, May, August and November in each year, at a rate
6 @3 T4 t) `* v# O0 ]equal to $0.40625 per share. The initial dividend, if declared, will be payable# g9 w" ]8 @1 _6 J1 U2 b% E
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
/ b& e! l- j; }" d8 p9 o Ndate of December 11, 2008.. Z& A( ~6 c# a; Y
For each five-year period after the Initial Fixed Rate Period (each, a
}0 y; D% y2 \& A' p‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares3 \7 a( n* i; p8 ^5 o: g
Series 18 will be entitled to receive fixed non-cumulative preferential cash
# ~$ p6 d: U* p) V( Rdividends, as and when declared by the Board of Directors, subject to the
0 i* Q# E N: zprovisions of the Bank Act, payable quarterly on the 25th day of February,0 q$ i- N3 C9 i' A9 u5 ?
May, August and November in each year, in the amount per share per annum
o- z5 G* o& Vdetermined by multiplying the Annual Fixed Dividend Rate applicable to; Q4 X9 l( z% u/ u# T( T
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend) z* y2 g3 b: z3 ^* A( ?8 _3 B
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
1 l* |% V/ H) P6 OBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day! {6 ^. k8 \ M. A: {5 q
of such Subsequent Fixed Rate Period and will be equal to the sum of the
. r7 ]+ E" t! g+ KGovernment of Canada Yield on the applicable Fixed Rate Calculation Date+ S* l1 Z5 H# K) I) a5 M Q
plus 3.83%.
! Q' c/ x4 U0 u0 c7 I* a+ |If the Board of Directors does not declare a dividend, or any part thereof, on
; J! C$ V8 x( b$ `* g5 a( l1 C" {# r* hthe Preferred Shares Series 18 on or before the dividend payment date for a
; Z# T( d6 U8 z& C2 u: w( K. wparticular quarter, then the entitlement of the holders of the Preferred: r7 \1 H: C. N8 [; h) p* {: H
Shares Series 18 to receive such dividend, or to any part thereof, for such' X* c. M& }5 Z \; P- ~6 u9 ?
quarter will be forever extinguished.
Y, o* ], C: |) sRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
& w3 Z2 ]; T2 |+ BSuperintendent and to the provisions described below under ‘‘Details of the: T/ a# C4 n! |% P0 F) N/ M/ y" c
Offering — Certain Provisions of the Preferred Shares Series 18 as a
5 ^6 n+ K8 [4 S7 w" V! R% eSeries — Restrictions on Dividends and Retirement of Shares’’, on3 j/ O7 E$ |3 E) l1 _6 v' m( \2 T
February 25, 2014 and on February 25 every five years thereafter, on not5 G7 a# s6 }" O6 x- O: H) z
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
, M. _: y- z$ opart of the then outstanding Preferred Shares Series 18, at the Bank’s option
4 N t8 m* J" }& w; |+ y' Rwithout the consent of the holder, by the payment of an amount in cash for
- D* v0 ^# o# V$ J! d$ H; Leach such share so redeemed of $25.00 together with all declared and unpaid D" U) d( v! I; r$ `6 K
dividends to the date fixed for redemption.
; M2 V5 L' o$ I9 V( J: b) ^7 A4 jConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic" d+ t I( w" m5 v2 k( {
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have; o! E1 w" d% L$ ?2 H( \
the right, at their option, to convert, on February 25, 2014 and on
1 z; o. f4 o. E0 q7 |# H: dS-40 _6 p; \! o+ t9 Y, Q; l
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any: N& A8 c0 R; |& Y6 F
or all of their Preferred Shares Series 18 into an equal number of Preferred
4 [/ E- f; C$ h3 M( m( F. X# kShares Series 19 upon giving to the Bank notice thereof not earlier than- l9 r* A8 Y7 `4 s0 t
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day2 d3 Q! n% }1 T2 U
preceding, a Series 18 Conversion Date.& Q( _% f) _0 x- M4 v6 j
Automatic Conversion If the Bank determines, after having taken into account all shares tendered7 S, K: `9 K2 i- |( H/ T
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
4 [7 G$ u! O$ [; Q, I2 j( j5 pSeries 19, as the case may be, that there would be outstanding on such
+ n$ o. @1 ]+ Y8 KSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,9 r" r9 b% X3 Q! k
such remaining number of Preferred Shares Series 18 will automatically be. n, x5 J* K$ a) x8 g5 M/ e1 b
converted on such Series 18 Conversion Date into an equal number of$ z V4 |* Y7 \, W5 I6 J
Preferred Shares Series 19. Additionally, if the Bank determines that, after
# x5 B* d. f# {5 y! S1 H4 Cconversion, there would be outstanding on such Series 18 Conversion Date
: s _* M3 \/ g0 O7 x* nless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
! T2 | O+ }$ `Series 18 will be converted into Preferred Shares Series 19.( F9 {& K8 S$ v2 o4 V$ ^
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# ]' @8 J, C8 X; Y* o' ISeries 18 will not be entitled as such to receive notice of, attend, or vote at,
$ b0 L- K, y& uany meeting of the shareholders of the Bank unless and until the first time at+ n8 e0 u6 }% F% J+ S, \& y
which the Board of Directors has not declared the whole dividend on the
F" J' F8 d6 C' s# ]Preferred Shares Series 18 in any quarter. In that event, subject as- T5 ]4 |1 ^/ F; T' H4 }
hereinafter provided, the holders of Preferred Shares Series 18 will be
/ T9 o' U$ p. W4 g9 _0 xentitled to receive notice of, and to attend, meetings of shareholders at which
; y: [ p3 T* Z; Kdirectors of the Bank are to be elected and will be entitled to one vote for
1 }. m7 Y- U; c) g) A+ v5 ueach Preferred Share Series 18 held. The voting rights of the holders of the! ~! N* p3 p5 p# G/ S# m
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
! g( b: v8 u6 Q2 ^the first dividend on the Preferred Shares Series 18 to which the holders are
4 O; M' m, h+ ]! I. `3 ~' lentitled thereunder subsequent to the time such voting rights first arose until% M# t, \# T* e# b' a5 r: F7 A; d# V
such time as the Bank may again fail to declare the whole dividend on the' F# \* F# l. {) s9 ]% u" {
Preferred Shares Series 18 in respect of any quarter, in which event such
' s& }8 i* m& pvoting rights will become effective again and so on from time to time.; |9 ~, |, H6 S- A6 ?0 u
Principal Characteristics of the Preferred Shares Series 19! u2 {. ~+ ]/ ?, Q8 W5 `; V
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
6 y4 ?2 i& E" ~1 @! `2 e- {floating rate non-cumulative preferential cash dividends, as and when5 E/ r' E! i: F. V2 T$ ^9 k. t
declared by the Board of Directors, subject to the provisions of the Bank Act,4 o! e+ o# i7 n- v! v% t
payable quarterly on the 25th day of February, May, August and November
. [! x. L, z- |in each year, in the amount per share determined by multiplying the! f, [5 z8 d+ k# R
applicable Quarterly Floating Dividend Rate by $25.00.
8 J/ p: x) R9 o5 F7 N$ ROn the 30th day prior to the commencement of the initial quarterly dividend" @9 @8 f9 N! r- @
period beginning on February 25, 2014, and on the 30th day prior to the first5 W: q3 l- n% B# _5 x7 X
day of each subsequent quarterly dividend period (the initial quarterly8 J& ?/ Q$ }1 W0 w6 e* R4 Y9 ]' ]
dividend period and each subsequent quarterly dividend period is referred to
5 p! x! H7 c' Q- o5 h/ vas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
/ R$ B0 R1 x! Z! ?8 ]9 G1 v. iQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate6 O1 M! N, p. `& y
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the6 e4 b& [+ i0 [. n* E
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
9 \6 _8 G7 ~/ i8 L# U) z, qelapsed in the applicable Quarterly Floating Rate Period divided by 365)
) e& p1 r5 s& j; M1 M; odetermined on the 30th day prior to the first day of the applicable Quarterly7 X: {% g! F3 u/ h% F" l
Floating Rate Period.
) y& l" r* m. O. p* Y* S. y& \: QS-5
! ]2 t" X8 A" M* a6 qIf the Board of Directors does not declare a dividend, or any part thereof, on
2 e; G0 @9 g& X/ j: D5 ~' O: Uthe Preferred Shares Series 19 on or before the dividend payment date for a; K( S. ~# k* o- \2 N# {
particular quarter, then the entitlement of the holders of the Preferred
: b" E S, t" S1 l& K8 gShares Series 19 to receive such dividend, or to any part thereof, for such3 c9 c) a; i/ L% K) T
quarter will be forever extinguished.4 w0 s7 N1 @7 {! ]( |( q3 _
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
5 t1 U5 i! B2 T* |' ? j' O3 QSuperintendent and to the provisions described below under the heading4 j4 s& b, `6 X* k# Q; S2 |
‘‘Details of the Offering — Certain Provisions of the Preferred Shares7 o, v& v& \+ s$ b# v
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
( z* y$ q. K U# S# con not more than 60 nor less than 30 days’ notice, the Bank may redeem all. g( C* I- O/ y
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
% l" Y( R% @# Y+ r' ]option without the consent of the holder, by the payment of an amount in; X8 K% Y2 _% G3 D
cash for each such share so redeemed of (i) $25.00 together with all declared
+ c2 s1 m1 m- s6 |% n* t( M- Hand unpaid dividends to the date fixed for redemption in the case of* p7 F6 W u5 E, J
redemptions on February 25, 2019 and on February 25 every five years, `7 S1 h; O% ^. t" J. Q
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to- F. U, N$ P( C) ~
the date fixed for redemption in the case of redemptions on any other date$ F- J6 U) H1 @- q$ v/ S
on or after February 25, 2014.. t' Y# T3 b; V, R3 K {
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic# `/ p0 j2 u- J& H" ` `+ r
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
! x; _& V& ^& C4 i' J! Fthe right, at their option, to convert, on February 25, 2019 and on
! V( Q9 L2 n9 n7 ?' Q# D$ A% cFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any7 q4 h# z" A0 C
or all of their Preferred Shares Series 19 into an equal number of Preferred
8 J9 l% p/ N H" a8 Z" fShares Series 18 upon giving to the Bank written notice thereof not earlier; W" z; L0 w8 G Q: I' |
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the }5 Z S) F: f0 q ~3 z( ^
15th day preceding, a Series 19 Conversion Date.. _5 o+ V8 n9 t }, _3 J9 ~
Automatic Conversion If the Bank determines, after having taken into account all shares tendered& B# R; q: j ~
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
# I3 V: F9 J* ?& MSeries 18, as the case may be, that there would be outstanding on such
9 s, D/ a0 d4 {% o& rSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
( y0 g3 X; E0 ~such remaining number of Preferred Shares Series 19 will automatically be
2 j. M/ X' M! q. s. yconverted on such Series 19 Conversion Date into an equal number of
$ t6 V) S2 [) t5 y, R* pPreferred Shares Series 18. Additionally, if the Bank determines that, after
; ^' s) \' I/ k2 b7 I" D% N! B" Zconversion, there would be outstanding on such Series 19 Conversion Date8 N( P$ |# b( Q
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares, {; e x& ^( c
Series 19 will be converted into Preferred Shares Series 18.8 E9 Y; ]' r7 `& [
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
- S( E( Y6 o Z' JSeries 19 will not be entitled as such to receive notice of, attend, or vote at,8 c9 ~/ a o" _# y$ _ l8 c
any meeting of the shareholders of the Bank unless and until the first time at a+ L; Y3 G1 x7 b* d9 Z. Q$ T
which the Board of Directors has not declared the whole dividend on the9 w, f( |$ z2 B2 I2 r# S
Preferred Shares Series 19 in any quarter. In that event, subject as
: j s# Q0 f3 y: Chereinafter provided, the holders of Preferred Shares Series 19 will be# m- t0 e1 q7 l! {8 e* D
entitled to receive notice of, and to attend, meetings of shareholders at which
8 m) l+ B' j7 @directors of the Bank are to be elected and will be entitled to one vote for% J% V v# C& v/ x$ _- z4 g) ~! c
each Preferred Share Series 19 held. The voting rights of the holders of the* l- C& `# A9 k* g2 ?
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of$ d7 N' q) ^! s/ a+ @1 ~
the first dividend on the Preferred Shares Series 19 to which the holders are( N+ v, A% I, x, L$ m p/ i
entitled thereunder subsequent to the time such voting rights first arose until5 \0 y+ j, O0 _' |
such time as the Bank may again fail to declare the whole dividend on the
$ Z$ f! x r- ]) ^' }Preferred Shares Series 19 in respect of any quarter, in which event such
6 i& w' c/ c, P) `! }6 E' R- G8 cvoting rights will become effective again and so on from time to time.8 v; T+ S& i( i
S-6- I! C' C- N; s$ @ S( M
Priority: The preferred shares of each series of the Bank will rank on a parity with0 z8 [# h" p7 ^* F+ g% _) K
every other series and are entitled to preference over the common shares of
. S6 E G% w0 k0 a) K8 ~the Bank and over any other shares of the Bank ranking junior to the
- P2 R' r2 B7 K5 b" Z1 ipreferred shares with respect to the payment of dividends and upon any
" }( |! i" r/ U1 Xdistribution of assets in the event of the liquidation, dissolution or& T% E! V' U( J, Z( Z
winding-up of the Bank.2 n5 z- \6 g+ N; i( r `
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under! h! L& z" d/ @! t' G3 L |" i
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
# h8 R6 Z' E* D2 a+ R$ JSeries 18 and Preferred Shares Series 19 will not be required to pay tax on! \4 m2 f' X% j" o5 L' P
dividends received on such shares under Part IV.1 of such Act. |
|