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发表于 2008-11-29 16:58
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下面是BMO的:) ~. b5 Q. M" _ E( |* D
SUMMARY OF THE OFFERING
, Y' @/ j# |3 c- Y r2 DThis 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’’.
4 z* h7 U" O3 dIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.' G$ r* s$ K6 u" F# l0 T! [
Amount: $150,000,000 (6,000,000 shares).4 |% S9 m8 I" L! _. r* Z( n8 @
Price and Yield: $25.00 per share to yield initially 6.50% per annum.' G8 f# h( M8 Y+ J) G! M* Y0 ?) K
Principal Characteristics of the Preferred Shares Series 18
9 }; p$ Q; W, }; ~" m. dDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed0 h6 y3 M( ]" m. b1 K5 V. \2 y9 D
non-cumulative preferential cash dividends, as and when declared by the8 o$ E$ \% |, y% d* k8 {
Board of Directors, subject to the provisions of the Bank Act, for the initial
# ~1 {) c3 k$ D% s! [* g, y+ M8 Rperiod commencing on the closing date and ending on and including7 {3 t/ {9 G* R2 U
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
7 v, L7 I$ ]% y9 T25th day of February, May, August and November in each year, at a rate6 i( D( K! E- d( X
equal to $0.40625 per share. The initial dividend, if declared, will be payable
7 Z/ \. \' c0 a5 EMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing T* l' W/ j7 o" x2 |
date of December 11, 2008.
9 O- `$ A* S) C* {1 y/ R4 K! ZFor each five-year period after the Initial Fixed Rate Period (each, a
3 Q6 N# `. B. ^$ M; J0 d3 t‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
" j) C& L! Y3 b# ?- v4 }6 TSeries 18 will be entitled to receive fixed non-cumulative preferential cash8 J. @- k5 O0 }) t( x( \
dividends, as and when declared by the Board of Directors, subject to the6 m% x* ?: v' I% _& a- l
provisions of the Bank Act, payable quarterly on the 25th day of February,- y( R8 U2 w% d0 o9 m+ i; \
May, August and November in each year, in the amount per share per annum! D' p6 }; C, e% f* L9 i
determined by multiplying the Annual Fixed Dividend Rate applicable to$ k4 U6 |" E1 n
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
# p- {, P- R; C W8 l: nRate for the ensuing Subsequent Fixed Rate Period will be determined by the" ^& @3 f( @/ J
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day# W# ?- @) p1 d2 G$ l. P- L9 H
of such Subsequent Fixed Rate Period and will be equal to the sum of the2 K$ z( l7 ^9 J3 b
Government of Canada Yield on the applicable Fixed Rate Calculation Date3 r3 }1 L& }/ ]3 V) ?, l2 e- a6 F
plus 3.83%.) a* o5 V$ X( ]3 Q2 J
If the Board of Directors does not declare a dividend, or any part thereof, on1 X, ], S, d% A' J! E
the Preferred Shares Series 18 on or before the dividend payment date for a
+ S$ b5 l" k7 c! H) E4 `, `particular quarter, then the entitlement of the holders of the Preferred
) L4 O; x5 Z2 a T- b* ~' ~" R) nShares Series 18 to receive such dividend, or to any part thereof, for such
+ q. D/ b) |) \. E7 ?quarter will be forever extinguished.2 H* r6 D" ~5 {( D, C/ C) d/ p# L% H
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the; a1 [* Z8 J% q8 w; W6 Z
Superintendent and to the provisions described below under ‘‘Details of the
" _4 R( V, W- S$ EOffering — Certain Provisions of the Preferred Shares Series 18 as a+ R' S5 u8 @' t4 O+ [
Series — Restrictions on Dividends and Retirement of Shares’’, on( G" Q: h/ x$ x9 B2 K0 G% u+ |( o/ L
February 25, 2014 and on February 25 every five years thereafter, on not9 d9 |' N: n( {
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
- m# g6 U W. X8 ^% b+ K1 |part of the then outstanding Preferred Shares Series 18, at the Bank’s option
! S w+ {3 B0 ]. C0 ewithout the consent of the holder, by the payment of an amount in cash for
5 R3 \+ q* G3 r3 [: t _) x- oeach such share so redeemed of $25.00 together with all declared and unpaid1 ]/ N& A1 V; o5 a
dividends to the date fixed for redemption.
* U, T; w! l v3 E' ?) tConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic+ D+ K) G0 g2 S6 ^
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
) R# _( |5 q+ r2 Vthe right, at their option, to convert, on February 25, 2014 and on
/ s+ L( F- x. qS-48 H: j; U! [, t- k1 u7 N. |9 V: A5 u
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
5 t4 J9 n& p) E0 J$ Yor all of their Preferred Shares Series 18 into an equal number of Preferred
: g; N- Z3 {5 w6 \# ]9 \& l% nShares Series 19 upon giving to the Bank notice thereof not earlier than
) ~! o1 U: {( D7 x o. M2 w: G30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
- L) r! `: j6 b$ D( `preceding, a Series 18 Conversion Date.2 a# u$ O0 {$ a% ?6 U
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
- v9 @+ K9 ^1 I1 dProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares% E- W/ y% q. ?( D3 E* o# @
Series 19, as the case may be, that there would be outstanding on such
) }) {; O. c2 `; fSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
- C) I3 ]& j* r% [0 qsuch remaining number of Preferred Shares Series 18 will automatically be0 h& Y$ Z5 O O/ c
converted on such Series 18 Conversion Date into an equal number of) @! I/ K* l- U
Preferred Shares Series 19. Additionally, if the Bank determines that, after) l' A* Y7 i" J+ I0 S$ A
conversion, there would be outstanding on such Series 18 Conversion Date
3 y* g ^6 d2 Yless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
& @, \4 x9 h2 O* pSeries 18 will be converted into Preferred Shares Series 19.$ w+ l) ?3 ~) a2 i( f5 |
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares% q% e9 X3 L/ X1 z4 K T' r
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
# W9 [% I0 w1 M+ }# ~% n8 J/ Wany meeting of the shareholders of the Bank unless and until the first time at
4 J# H7 e; y r4 v- L1 m, a( l" E- vwhich the Board of Directors has not declared the whole dividend on the* Z" `" S8 L5 b8 T$ T
Preferred Shares Series 18 in any quarter. In that event, subject as0 f2 ^( ?+ k+ p, y, a7 t
hereinafter provided, the holders of Preferred Shares Series 18 will be
6 g( ~! B- m% g9 gentitled to receive notice of, and to attend, meetings of shareholders at which
- |/ R' A7 m1 W# }8 G5 S" Adirectors of the Bank are to be elected and will be entitled to one vote for) V- [8 Y# b3 A6 [
each Preferred Share Series 18 held. The voting rights of the holders of the
- D4 X5 ]5 T) VPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
4 j' Z6 P, |0 _8 Hthe first dividend on the Preferred Shares Series 18 to which the holders are
# B4 F( |! g$ c5 Bentitled thereunder subsequent to the time such voting rights first arose until
. t4 S# T" ^0 X+ F. f* o# `2 B# ksuch time as the Bank may again fail to declare the whole dividend on the2 L: y1 B) \; y: [: K: E0 t' n$ l
Preferred Shares Series 18 in respect of any quarter, in which event such7 y* U# ~+ G, r2 |0 s
voting rights will become effective again and so on from time to time.
* ]5 _" ?! c' j) B: G! zPrincipal Characteristics of the Preferred Shares Series 19. d$ V' W8 w/ g
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
& k' M$ |0 z. N. x( w, z3 `* gfloating rate non-cumulative preferential cash dividends, as and when
6 D$ `! }# Q1 l& `; P; e0 Z1 {declared by the Board of Directors, subject to the provisions of the Bank Act,- h8 L. f2 {+ X1 H' d M Z& d6 i
payable quarterly on the 25th day of February, May, August and November2 u7 H' x: s8 z, \1 w
in each year, in the amount per share determined by multiplying the6 g7 @. {' [8 V& q6 N1 ~: s
applicable Quarterly Floating Dividend Rate by $25.00.
" |& ^* ~* u% R F, yOn the 30th day prior to the commencement of the initial quarterly dividend
v: t5 t5 @* T rperiod beginning on February 25, 2014, and on the 30th day prior to the first
- S b0 J7 {3 ?9 ~/ O% wday of each subsequent quarterly dividend period (the initial quarterly# P8 V! g e. w3 ]9 s8 U6 d
dividend period and each subsequent quarterly dividend period is referred to' Z3 Y0 o. Z6 g2 c5 u1 q m2 K9 h
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
- A( k- \+ q4 o$ o8 x" {- }7 O3 W0 QQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
, a/ X3 W* R7 b! \Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
5 A/ A V( ^1 ~5 F& m, p8 sT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
- j3 a5 k% H8 j* f6 b& d9 D& I* aelapsed in the applicable Quarterly Floating Rate Period divided by 365)0 ?. t! Y& O( Z# Z, f, n. B
determined on the 30th day prior to the first day of the applicable Quarterly
) [, R9 k* D1 [1 sFloating Rate Period.
n: x5 S* e( R5 l! I0 |9 t# {S-5# J6 Z+ P4 M. x, I
If the Board of Directors does not declare a dividend, or any part thereof, on
8 L9 Q6 C& }1 K& y* |2 jthe Preferred Shares Series 19 on or before the dividend payment date for a
1 D4 l. k- t: f" C; o$ Cparticular quarter, then the entitlement of the holders of the Preferred0 Z0 J# [6 G" _8 E# _9 r F
Shares Series 19 to receive such dividend, or to any part thereof, for such; S4 P3 L/ W& R( O; @
quarter will be forever extinguished.
$ G9 q% \- I3 l: a D; B7 URedemption: Subject to the provisions of the Bank Act and to the prior consent of the/ e* Q/ H* O( G
Superintendent and to the provisions described below under the heading% | o q& B2 u. m
‘‘Details of the Offering — Certain Provisions of the Preferred Shares1 b6 _% h3 \# ~+ J0 V! E d2 n
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
$ B( z# u& _9 yon not more than 60 nor less than 30 days’ notice, the Bank may redeem all! Y" m% Y* g8 ]" g9 ?
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
$ ^+ b( z* D' }1 J. Soption without the consent of the holder, by the payment of an amount in2 S5 @0 b A( M$ }2 w9 M% c5 c
cash for each such share so redeemed of (i) $25.00 together with all declared
, A0 f) w; V b% R6 Iand unpaid dividends to the date fixed for redemption in the case of
' b, `$ ]# ]3 p4 X% ]: Xredemptions on February 25, 2019 and on February 25 every five years2 Y" w+ g2 L# X' w
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
: ?( e) W5 l0 l3 Wthe date fixed for redemption in the case of redemptions on any other date8 t& {+ e. {: M. [
on or after February 25, 2014., o$ I. h: q$ M4 v# [% X( ~1 i3 N
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
8 [0 a. C; i: E- |+ |Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have* l" v8 b' |0 _9 F! H) F2 k
the right, at their option, to convert, on February 25, 2019 and on
8 P; u3 T7 x$ @& {! Q8 T7 {8 T* fFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
1 `# _) i" w) ^- J+ Z, u* Cor all of their Preferred Shares Series 19 into an equal number of Preferred& O. U0 C. A3 G {% ~" e0 ?. R
Shares Series 18 upon giving to the Bank written notice thereof not earlier
! ~# G- L5 T: f) R+ E4 Rthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
/ {+ [7 E. o* \; ?$ w$ C8 T15th day preceding, a Series 19 Conversion Date.6 v9 H! N% `7 k- U3 _: X7 X K
Automatic Conversion If the Bank determines, after having taken into account all shares tendered/ g4 I( \' `# z$ V) j8 t+ U
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
& C8 a3 J) Y! H+ H) O! F- ISeries 18, as the case may be, that there would be outstanding on such
: s$ ^# v- h3 s2 e$ vSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
+ c# L. I/ L9 @! \) K! q: tsuch remaining number of Preferred Shares Series 19 will automatically be
! S- s" h% g# _) P1 { p5 O& f8 a1 yconverted on such Series 19 Conversion Date into an equal number of
1 f0 p: y' i8 t. jPreferred Shares Series 18. Additionally, if the Bank determines that, after
" e! X. D+ ~" W) P jconversion, there would be outstanding on such Series 19 Conversion Date
4 h5 k' {0 p4 u7 F& Yless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
8 _. r& a' O( N) v, z" wSeries 19 will be converted into Preferred Shares Series 18.: [2 Q/ r8 F1 Z: `& B6 ?
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. S7 T2 v) G5 E, Z' uSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
. W( G" ~$ o9 L0 X- gany meeting of the shareholders of the Bank unless and until the first time at2 q( k7 F& R( v5 C
which the Board of Directors has not declared the whole dividend on the
, ?5 b' f$ F$ W6 ^Preferred Shares Series 19 in any quarter. In that event, subject as
2 z4 c7 `) ?0 D3 y. Z% yhereinafter provided, the holders of Preferred Shares Series 19 will be
9 F7 n" ]9 C3 C% \" Jentitled to receive notice of, and to attend, meetings of shareholders at which
, s' B2 p4 R) o! \) Z% e1 Vdirectors of the Bank are to be elected and will be entitled to one vote for' m f8 i6 o$ c
each Preferred Share Series 19 held. The voting rights of the holders of the- h& Z: s* ?" s0 Y* T
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
: X" u/ c7 {: Y2 g0 V+ dthe first dividend on the Preferred Shares Series 19 to which the holders are
# ^4 t( d/ b( |, O! Pentitled thereunder subsequent to the time such voting rights first arose until" m3 K8 v z2 m0 y
such time as the Bank may again fail to declare the whole dividend on the
* f$ L) X8 L9 Q+ h X9 v. l; f& sPreferred Shares Series 19 in respect of any quarter, in which event such4 i6 R0 v! n; _) a0 n& w( d
voting rights will become effective again and so on from time to time.
+ j, `# R) F3 B3 uS-67 a2 V8 n+ R z u3 h0 X0 E+ ^; S
Priority: The preferred shares of each series of the Bank will rank on a parity with1 O) @% j$ `$ H
every other series and are entitled to preference over the common shares of
. W" w) E/ a+ f# athe Bank and over any other shares of the Bank ranking junior to the
5 n3 V% H3 u* T+ U7 H- {8 ]preferred shares with respect to the payment of dividends and upon any* _% t$ @! v7 A f
distribution of assets in the event of the liquidation, dissolution or/ Y6 d0 s. s" O9 @; `8 A) [1 c9 u4 `
winding-up of the Bank.: F8 F: m+ T% P! F+ z
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under- {4 F7 k2 v, l/ A! B" N5 X% v/ @; c
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares& j! @$ c: `' w8 P7 V$ i5 Z& `& X
Series 18 and Preferred Shares Series 19 will not be required to pay tax on8 E2 F5 I( K& Q7 _- x2 y
dividends received on such shares under Part IV.1 of such Act. |
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