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发表于 2008-11-29 16:58
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下面是BMO的:
, @8 ^+ L9 B5 O/ x/ R" USUMMARY OF THE OFFERING+ r# d; g+ o8 o- { E1 `; o1 T
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’’.! r1 R0 Q: f# N# l
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
+ c- |; z% s9 s+ @2 _Amount: $150,000,000 (6,000,000 shares).
R- s8 X% b# x; M9 t$ PPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
8 q# V, y) z+ `9 ~ X& JPrincipal Characteristics of the Preferred Shares Series 18, k2 f' {7 Q7 L+ Q% k" M
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
0 G3 k+ d- I, Hnon-cumulative preferential cash dividends, as and when declared by the
/ D! S4 Q# Y# P7 K% U& j) z8 Z- VBoard of Directors, subject to the provisions of the Bank Act, for the initial) ?) e; O5 y8 ~% J, \
period commencing on the closing date and ending on and including
/ q6 _7 A" ~$ c8 bFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the4 s4 I$ h$ v" ?7 ?& `: e" U
25th day of February, May, August and November in each year, at a rate
+ k; o- w w6 \- A6 Y# aequal to $0.40625 per share. The initial dividend, if declared, will be payable- F( N3 v6 ^3 O0 H, l
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing% ?5 W" u5 ]0 E: J4 e
date of December 11, 2008.2 M" |2 A q4 W5 s! X4 h
For each five-year period after the Initial Fixed Rate Period (each, a: `. P' I" _/ [- U5 Y
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
0 c' t4 O3 X2 L NSeries 18 will be entitled to receive fixed non-cumulative preferential cash
1 I0 e4 k" G+ ^" b! k2 f' }dividends, as and when declared by the Board of Directors, subject to the
. I6 o# X* D+ |7 S$ mprovisions of the Bank Act, payable quarterly on the 25th day of February,) }+ e& S; c7 p9 ]. q
May, August and November in each year, in the amount per share per annum
U# {" ]4 G9 |0 r) v/ Jdetermined by multiplying the Annual Fixed Dividend Rate applicable to
+ Y8 t5 N1 n2 zsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend3 ~5 T- K4 y) y8 q: \5 N
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the8 J0 i& `3 v" H C
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
6 }7 W% y3 A/ k7 y& u9 L/ ?of such Subsequent Fixed Rate Period and will be equal to the sum of the
" n3 E' E3 y) j( qGovernment of Canada Yield on the applicable Fixed Rate Calculation Date' |$ q2 G$ @: ?& _( N0 i
plus 3.83%.
) {" b. o1 U3 q4 ^3 _, d/ fIf the Board of Directors does not declare a dividend, or any part thereof, on6 r9 p- K7 S$ ~0 f4 a# p0 z$ L- K5 J
the Preferred Shares Series 18 on or before the dividend payment date for a
( H0 ?' B+ ~# h4 d& P5 h9 K. uparticular quarter, then the entitlement of the holders of the Preferred
8 w" F; l8 \( F& |- D5 `! rShares Series 18 to receive such dividend, or to any part thereof, for such
# Y) g7 J5 t8 kquarter will be forever extinguished.
! F. p7 N; a( I& q5 [Redemption: Subject to the provisions of the Bank Act and to the prior consent of the s1 F I4 F' W! Z% L9 \! P
Superintendent and to the provisions described below under ‘‘Details of the
# `) H9 ^9 I2 E M: WOffering — Certain Provisions of the Preferred Shares Series 18 as a/ j; u2 [% v7 |. S8 V
Series — Restrictions on Dividends and Retirement of Shares’’, on' u9 K$ D% K {) i! n) n' _7 p8 }
February 25, 2014 and on February 25 every five years thereafter, on not
; J% u+ W. }+ B8 o; k; Tmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
, E# Z k* K, kpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
% s: o# j! a' v" m/ mwithout the consent of the holder, by the payment of an amount in cash for
! H7 h8 B& Z2 x! I7 Y/ d4 w9 deach such share so redeemed of $25.00 together with all declared and unpaid
& a: q- l# V6 l# d& Mdividends to the date fixed for redemption.
( D" K$ G$ b& T: [Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
) h6 t% Q" {' Z WShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have; F+ ?8 Z9 @3 p8 \' S# `0 \
the right, at their option, to convert, on February 25, 2014 and on
: m1 H. Z9 r0 u* QS-48 M" c/ p* Y7 b, y" W" P8 j
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
+ f. K: Y+ B# ]8 s0 @! \; Cor all of their Preferred Shares Series 18 into an equal number of Preferred E( [ o7 J! j4 Z# \& H4 W
Shares Series 19 upon giving to the Bank notice thereof not earlier than/ ~: l& a1 b; R( t9 v
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
0 F o5 G6 |" R) O. v( z2 cpreceding, a Series 18 Conversion Date.
5 b$ I9 c& D" l nAutomatic Conversion If the Bank determines, after having taken into account all shares tendered0 U$ c6 M1 @1 `) ^! I6 K
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares3 ]# f0 k) w# f$ L% `- C
Series 19, as the case may be, that there would be outstanding on such
% Z- G" I, Y% ]6 @Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
- e2 g4 W/ w `# d! ^$ ssuch remaining number of Preferred Shares Series 18 will automatically be1 ~. }& \/ j9 e& Z. h' F
converted on such Series 18 Conversion Date into an equal number of7 b; V! }& j& F4 Q
Preferred Shares Series 19. Additionally, if the Bank determines that, after& @0 r0 L I6 B) ]& [+ B e8 t7 P4 f
conversion, there would be outstanding on such Series 18 Conversion Date
6 x9 r6 u& s8 aless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
3 B* ~: e/ |# I& ]Series 18 will be converted into Preferred Shares Series 19.5 l7 T! v' V& x" J
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares) _8 C/ `. |: \3 X# [ ~ L2 j/ s, y
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
- v- k9 Y7 b. Wany meeting of the shareholders of the Bank unless and until the first time at
8 G. V9 i% v3 Bwhich the Board of Directors has not declared the whole dividend on the
. h" h9 Y$ a; S3 d/ q3 p8 O4 dPreferred Shares Series 18 in any quarter. In that event, subject as5 R) ?4 P' E. N" b! i3 ^
hereinafter provided, the holders of Preferred Shares Series 18 will be
|% i9 V9 M; f: nentitled to receive notice of, and to attend, meetings of shareholders at which# @5 ^ S- f' E
directors of the Bank are to be elected and will be entitled to one vote for
: B1 y& C! J; N8 b( ~. |# ~each Preferred Share Series 18 held. The voting rights of the holders of the
/ ?+ y9 Z) p6 q% [! K8 B8 X0 A7 z" lPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
1 P) i8 e1 A$ p* Hthe first dividend on the Preferred Shares Series 18 to which the holders are
, A5 {$ P0 }, a1 n" X3 ]4 e( d4 K: Fentitled thereunder subsequent to the time such voting rights first arose until, r, R" j: n, C* c& |
such time as the Bank may again fail to declare the whole dividend on the
) ?2 N: b/ s& {% |Preferred Shares Series 18 in respect of any quarter, in which event such
+ E0 z6 K/ Q9 kvoting rights will become effective again and so on from time to time.
1 ?" \% d1 |& R6 VPrincipal Characteristics of the Preferred Shares Series 19
: y$ |0 J9 ?/ o7 p- GDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
8 `2 C( ?7 w# n: Gfloating rate non-cumulative preferential cash dividends, as and when
8 o( K2 {, v2 {) U) Zdeclared by the Board of Directors, subject to the provisions of the Bank Act,
# U; c, e6 z0 y5 x9 |payable quarterly on the 25th day of February, May, August and November
1 k1 R7 F- |+ F9 F" V, qin each year, in the amount per share determined by multiplying the9 h9 U1 Q2 R1 t4 Y7 h9 N( I5 j
applicable Quarterly Floating Dividend Rate by $25.00.& n7 w/ G% Z3 f8 A
On the 30th day prior to the commencement of the initial quarterly dividend* w! j: q( Z0 ?: |0 v% Y- u7 x( M
period beginning on February 25, 2014, and on the 30th day prior to the first. Q+ x% ~+ P0 P& u
day of each subsequent quarterly dividend period (the initial quarterly' Y: ~: G$ X+ X8 D2 m1 }! w0 s; b! q
dividend period and each subsequent quarterly dividend period is referred to
- N5 [* I$ s& \3 v3 m, Eas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the% p# [& @# i! t3 X
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate% c1 { ]) \8 l- n/ H8 f% q+ T3 T5 E
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
9 e/ L# r" E( }" s5 JT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
' w: @# }% |, q' W. D/ U8 p) gelapsed in the applicable Quarterly Floating Rate Period divided by 365)
. d7 i' D2 C: w# ]; ^4 Vdetermined on the 30th day prior to the first day of the applicable Quarterly( r% l( {, q a% g# e
Floating Rate Period.
' ?% Y5 V7 r1 O4 {1 t# ?& A2 ]$ nS-5
( K% o# Q7 c2 V" j2 e/ p9 iIf the Board of Directors does not declare a dividend, or any part thereof, on! T, H* w, x# U6 E
the Preferred Shares Series 19 on or before the dividend payment date for a- F7 m) o- }- F! H c
particular quarter, then the entitlement of the holders of the Preferred
5 v2 H* R) I# {5 XShares Series 19 to receive such dividend, or to any part thereof, for such1 x2 p' N6 I+ J" v+ `
quarter will be forever extinguished.9 T- [# a7 o! _5 ]
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
% I+ ? x6 m6 i2 [; MSuperintendent and to the provisions described below under the heading
- a0 d8 @) l, |* ~8 d1 m9 R‘‘Details of the Offering — Certain Provisions of the Preferred Shares* R, F+ ^6 \8 Y g- N
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,& m) H# D0 l& S# |0 c3 R# J7 o
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
5 {6 ]: h! B* B# w4 _6 \. x2 h4 Hor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
6 [ I$ f# C& h! Boption without the consent of the holder, by the payment of an amount in, e% d% R: P, |
cash for each such share so redeemed of (i) $25.00 together with all declared( I9 v4 Q- J) V1 {6 H) S
and unpaid dividends to the date fixed for redemption in the case of
& P" A. G' M z% g) U3 P4 eredemptions on February 25, 2019 and on February 25 every five years
$ |" m3 `; Z! w; g# p" R0 g2 mthereafter, or (ii) $25.50 together with all declared and unpaid dividends to4 ]7 W+ b8 l/ g' w0 e- @5 u9 H
the date fixed for redemption in the case of redemptions on any other date* c/ e+ K! \& ~. Y- U
on or after February 25, 2014." `& r" p' C3 Y+ F' F$ ^
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
: A# `# h: H/ ^* A* aShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
6 I( q8 v, \$ uthe right, at their option, to convert, on February 25, 2019 and on& O+ p/ O) Y& U" t, Y2 N( N
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any& ]: t& X7 Q X- B
or all of their Preferred Shares Series 19 into an equal number of Preferred1 c0 K/ g+ P( C0 [4 q5 c
Shares Series 18 upon giving to the Bank written notice thereof not earlier
4 P& ]& x& w8 P8 g) S6 wthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
% u0 E) d) j$ W5 x1 E- ?! ~/ a15th day preceding, a Series 19 Conversion Date.7 W: G9 a( y8 f9 i' `% p- t
Automatic Conversion If the Bank determines, after having taken into account all shares tendered* a/ y$ A8 A+ `- h4 T! H
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
( q: i4 `9 B0 @& ]Series 18, as the case may be, that there would be outstanding on such
! \; ^, ?7 E0 Z YSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,5 c$ A {7 h1 s4 ^- p( r
such remaining number of Preferred Shares Series 19 will automatically be* D% u7 O6 r1 ~: a! j6 R1 x; z
converted on such Series 19 Conversion Date into an equal number of
; _9 y6 J, I, nPreferred Shares Series 18. Additionally, if the Bank determines that, after( N* q0 d T3 @) U
conversion, there would be outstanding on such Series 19 Conversion Date
8 {6 P, H9 c! ?; z& e7 Bless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
+ J# E2 B$ c% C" G1 lSeries 19 will be converted into Preferred Shares Series 18.4 B+ c; c, R: P- ?0 D) m& s
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares1 N _1 p( ~" K+ Q2 A+ l
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
- z: [ S7 Z" K" L! w0 w8 jany meeting of the shareholders of the Bank unless and until the first time at, V& g8 X3 z: N) s. d
which the Board of Directors has not declared the whole dividend on the
7 N+ D) x2 w( t C- B6 ]. E! oPreferred Shares Series 19 in any quarter. In that event, subject as1 F* @! @) h. p
hereinafter provided, the holders of Preferred Shares Series 19 will be3 V4 a \& Y* A' A/ p) E7 D2 m
entitled to receive notice of, and to attend, meetings of shareholders at which
; c# N' V3 J+ i; q3 F4 [directors of the Bank are to be elected and will be entitled to one vote for
/ |0 o; @, ^+ ~: ]each Preferred Share Series 19 held. The voting rights of the holders of the
5 Y( f; v- I. A8 }; T3 A& W6 S7 @4 H% SPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
) s! n; o! }6 o8 H# Mthe first dividend on the Preferred Shares Series 19 to which the holders are @" i- b5 X) T$ N. k4 u
entitled thereunder subsequent to the time such voting rights first arose until5 t5 u6 E" c9 h$ T
such time as the Bank may again fail to declare the whole dividend on the6 F0 Q. g$ V( {% ?( ^) O; a) r
Preferred Shares Series 19 in respect of any quarter, in which event such
$ t9 V* D( H/ T( Ivoting rights will become effective again and so on from time to time.
7 E d8 _2 H0 I. W+ w+ VS-68 {9 I5 }) h0 }9 G
Priority: The preferred shares of each series of the Bank will rank on a parity with
P( ?5 s5 s6 a; i& s% aevery other series and are entitled to preference over the common shares of) d: |. w/ U2 i- N
the Bank and over any other shares of the Bank ranking junior to the
# `5 V$ [/ }8 jpreferred shares with respect to the payment of dividends and upon any
3 r9 `% W7 G6 K1 n# n& y0 ydistribution of assets in the event of the liquidation, dissolution or
4 M2 B% V+ t# I4 awinding-up of the Bank.% ]' F' |7 Q2 Y ~) y
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under: \" J. t6 O( I; G$ }" D
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
( n* D9 V" w! v0 E. F( s* m8 f( ^6 hSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
4 _( l9 s5 J) x: Y, Qdividends received on such shares under Part IV.1 of such Act. |
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