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发表于 2008-11-29 16:58
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下面是BMO的:/ ^% u" ]+ \4 y5 b' K
SUMMARY OF THE OFFERING9 c! k' X3 d+ x+ L2 g0 s
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’’.
' h. k6 q7 x+ l: uIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
% H5 ]5 l- W L% r! B/ vAmount: $150,000,000 (6,000,000 shares).& [7 p g/ e( N7 S* t
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
; O( g; K2 F( j- { T! c% lPrincipal Characteristics of the Preferred Shares Series 18
( W0 E! N- N; cDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed1 e: C( T5 H. c, Z( P
non-cumulative preferential cash dividends, as and when declared by the! N7 b0 H( E4 u/ L; p
Board of Directors, subject to the provisions of the Bank Act, for the initial9 T# A* v& Z1 z/ h) H; B
period commencing on the closing date and ending on and including( M% D) \* o0 B7 n# Q. r
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the0 A2 X4 k7 ^/ ~
25th day of February, May, August and November in each year, at a rate
( N0 |4 u; j3 mequal to $0.40625 per share. The initial dividend, if declared, will be payable
1 a( J' \6 V( D! ~1 Q& k1 hMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing X" T. G7 s ]7 q) d8 {
date of December 11, 2008.) l) C2 b; U8 }/ O
For each five-year period after the Initial Fixed Rate Period (each, a! ]4 @6 m7 x2 P6 G
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
. L3 `: \. C5 v, s+ {; uSeries 18 will be entitled to receive fixed non-cumulative preferential cash% o, M9 m$ ]1 C+ A# y
dividends, as and when declared by the Board of Directors, subject to the
; b8 Y& F) h9 E9 h8 S- ]5 S' v8 Pprovisions of the Bank Act, payable quarterly on the 25th day of February,
0 s" Z$ v8 m# O3 fMay, August and November in each year, in the amount per share per annum+ m6 M) f8 F" t; o) |2 j
determined by multiplying the Annual Fixed Dividend Rate applicable to9 e. O' E$ S: ^9 [" \; {/ j* ^! S
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
& l$ o) e" Y/ P$ PRate for the ensuing Subsequent Fixed Rate Period will be determined by the0 n `! k2 W' c O3 n
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
/ Y* V) x0 ~7 n9 _& S3 pof such Subsequent Fixed Rate Period and will be equal to the sum of the8 I; ^+ r/ U! V% C% s8 t/ k/ S
Government of Canada Yield on the applicable Fixed Rate Calculation Date5 b! e& s9 d/ t- i% B" t6 w9 y
plus 3.83%.* ?. v6 I( b- I# Q
If the Board of Directors does not declare a dividend, or any part thereof, on- p! a- }; ?% R# K) r+ ~* U0 F
the Preferred Shares Series 18 on or before the dividend payment date for a
' N C+ d4 f* y2 T; j9 Fparticular quarter, then the entitlement of the holders of the Preferred7 v+ ^4 C% e( e9 w4 ^8 u3 j
Shares Series 18 to receive such dividend, or to any part thereof, for such
$ B9 ^% W# J @. p, Q/ J/ gquarter will be forever extinguished.
" E" V% X' c6 f/ z( xRedemption: Subject to the provisions of the Bank Act and to the prior consent of the& ^# e5 }/ g6 l; Y: Z3 B `" J
Superintendent and to the provisions described below under ‘‘Details of the
8 c. [' h7 U5 }& I( w' J1 zOffering — Certain Provisions of the Preferred Shares Series 18 as a
; d( T6 L+ Q$ K9 o' n3 `% k- q0 G0 v* hSeries — Restrictions on Dividends and Retirement of Shares’’, on
9 \6 T8 y* j0 q# `8 w! h" U1 cFebruary 25, 2014 and on February 25 every five years thereafter, on not
' s$ M1 X/ |/ m6 s; ~2 Cmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
# A4 Z/ m& o% n8 O* J3 Zpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
# |% m) r7 U5 d; mwithout the consent of the holder, by the payment of an amount in cash for
+ e( x3 f* b: O" v+ l& v: _" feach such share so redeemed of $25.00 together with all declared and unpaid$ _# |$ \2 q/ m
dividends to the date fixed for redemption.
+ U% d' o* z _' n! oConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
( I [" a& ]6 c PShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
+ l# m7 U$ X/ I$ _8 J( k8 E) lthe right, at their option, to convert, on February 25, 2014 and on, n) q8 U6 B- u# W
S-4
! i! M3 T& o) R) _" b. _4 `& n: EFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any9 L* C8 ~/ b. D5 Z3 r+ w
or all of their Preferred Shares Series 18 into an equal number of Preferred
4 j- V: C1 O0 `5 R2 tShares Series 19 upon giving to the Bank notice thereof not earlier than9 [, N1 { L9 B9 O0 {+ B
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day- G9 g. @0 }- E; a- R6 w
preceding, a Series 18 Conversion Date.
9 j8 y% g) F2 [Automatic Conversion If the Bank determines, after having taken into account all shares tendered! I4 K1 S9 Z& k
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares+ h; K' _0 \3 f) d. v4 m
Series 19, as the case may be, that there would be outstanding on such E; @4 f, w7 e1 t7 ?( D9 F
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18, P- U# {; N6 g
such remaining number of Preferred Shares Series 18 will automatically be
8 U1 Q) G/ e9 {converted on such Series 18 Conversion Date into an equal number of
+ d5 X0 B1 S; P/ `' F, K; QPreferred Shares Series 19. Additionally, if the Bank determines that, after
' l# q2 r( `$ K- Qconversion, there would be outstanding on such Series 18 Conversion Date
. F. k6 z1 W; A$ \1 Y( t/ Uless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares; I3 z% {) U* g# [
Series 18 will be converted into Preferred Shares Series 19.
4 n* z7 E. u* j/ b4 ~# EVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares3 q u; |. H2 V, s9 x8 D) o5 @
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
: [% H8 {) Z, b. }3 B/ Uany meeting of the shareholders of the Bank unless and until the first time at, ^( F7 p, t- {* n: s
which the Board of Directors has not declared the whole dividend on the& K1 Z3 K4 C3 u# k8 a. h% x' `' v4 D
Preferred Shares Series 18 in any quarter. In that event, subject as, ^# W" }1 a1 s0 [0 }3 H# w9 n" v- t
hereinafter provided, the holders of Preferred Shares Series 18 will be5 W# V0 h- t) m( N- z
entitled to receive notice of, and to attend, meetings of shareholders at which
. ^* P/ |( C: W% P. b. b# g* Wdirectors of the Bank are to be elected and will be entitled to one vote for0 }# I+ v% r3 }4 z# f8 k
each Preferred Share Series 18 held. The voting rights of the holders of the: f) y( m7 @" ]* u+ U$ e) w3 h
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
' j" g1 E$ i* Othe first dividend on the Preferred Shares Series 18 to which the holders are
4 ]9 |; i) J/ Y% uentitled thereunder subsequent to the time such voting rights first arose until+ Q! ~/ Q6 `; C1 E% o: |
such time as the Bank may again fail to declare the whole dividend on the$ Y, Z/ k; C0 ]: C) P
Preferred Shares Series 18 in respect of any quarter, in which event such
; I4 p) T2 P- O9 N' yvoting rights will become effective again and so on from time to time.! r: ^" n! @4 u+ s6 C& ^0 x
Principal Characteristics of the Preferred Shares Series 19/ b; }- d2 V0 q( l k6 ^9 O+ W
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive P, c8 Q! W6 b1 U
floating rate non-cumulative preferential cash dividends, as and when
2 `# F# o- ]: y: p" D0 }declared by the Board of Directors, subject to the provisions of the Bank Act,
. v. c4 i9 V7 i/ o: Q0 B$ Q1 A6 Hpayable quarterly on the 25th day of February, May, August and November
, J* L, s/ K" |/ ~0 qin each year, in the amount per share determined by multiplying the. O' t+ I$ m6 j
applicable Quarterly Floating Dividend Rate by $25.00.
9 k, X( x/ P( X: D9 L* a" lOn the 30th day prior to the commencement of the initial quarterly dividend
" j3 M1 B( T& Y2 B$ ?0 a) pperiod beginning on February 25, 2014, and on the 30th day prior to the first
! q- }& _+ q2 {9 kday of each subsequent quarterly dividend period (the initial quarterly* E( l, j7 N$ Q" e( B4 W+ p) _
dividend period and each subsequent quarterly dividend period is referred to6 a) Q' y. W7 ~7 K( X4 A* p' i# r
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
. B$ {& L; }# S% oQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate) V! O; t! K6 ~# T4 G( p) ] v! H
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
7 b, U R! S$ g+ R9 |T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days3 g/ A0 _" Z( a. W& Q' M0 @$ j
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
. V& \ {/ C7 q: T4 Vdetermined on the 30th day prior to the first day of the applicable Quarterly
# P* Z7 N8 T2 Q2 Z, ^Floating Rate Period.
$ @7 v4 C% K2 {) a4 i2 HS-5 F4 R1 A Z1 ~& Y
If the Board of Directors does not declare a dividend, or any part thereof, on
/ N6 `; h. p( ^$ P4 Q7 H5 X8 tthe Preferred Shares Series 19 on or before the dividend payment date for a; S# I* t4 H: k4 R$ u9 y6 j
particular quarter, then the entitlement of the holders of the Preferred# S' O G, w( A) ~. q. D" y; A1 Z' D7 Y
Shares Series 19 to receive such dividend, or to any part thereof, for such
5 C: C: ?; @. m5 Z Y Q* d3 s. Q; Zquarter will be forever extinguished.
/ L1 l$ i: J# q+ J9 DRedemption: Subject to the provisions of the Bank Act and to the prior consent of the$ _8 o/ b9 Z* l
Superintendent and to the provisions described below under the heading
) A0 j! m9 j; p- G‘‘Details of the Offering — Certain Provisions of the Preferred Shares
4 |9 q) R' K+ @4 P- F. _" C: WSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
* U O+ } T4 ]/ I _9 oon not more than 60 nor less than 30 days’ notice, the Bank may redeem all7 Q% h$ m3 W5 R* ?% W! B Z
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s! i. h2 `- }# ~; l7 I# Q; A
option without the consent of the holder, by the payment of an amount in
0 x: k+ c+ g/ c$ u2 F( f! ucash for each such share so redeemed of (i) $25.00 together with all declared
& g6 N! m3 n* }1 [6 H& [ Gand unpaid dividends to the date fixed for redemption in the case of4 \- @( c% B( k1 H& d
redemptions on February 25, 2019 and on February 25 every five years
6 }$ v9 a: O' pthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
1 d4 u, k& H6 G! B# p8 T n# c& t$ xthe date fixed for redemption in the case of redemptions on any other date
7 J& F P; t+ f& X9 i( V" Von or after February 25, 2014.
, D* h. o3 Q0 d% F" E! e1 j* W! oConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
1 k. B% ^7 Q1 _% V" U& TShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
0 L0 M' r } z( e% H1 }the right, at their option, to convert, on February 25, 2019 and on! X* j/ y- O0 L4 U* ~5 I
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
( z" |! ]' M: d0 Nor all of their Preferred Shares Series 19 into an equal number of Preferred6 T% e3 T( r# G( p
Shares Series 18 upon giving to the Bank written notice thereof not earlier9 Q7 ^, ^1 c4 v
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the$ I% [ M- o% x6 t: ^5 d) v" u' ]. Y
15th day preceding, a Series 19 Conversion Date.
) B: |& W3 T5 J) Y% oAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
2 t. m" D; Q+ q1 b* p' kProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
2 q3 \1 ^+ S. B$ Z$ m5 vSeries 18, as the case may be, that there would be outstanding on such* _) M1 {5 [& t
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,7 E: `: X8 U( i: _8 [
such remaining number of Preferred Shares Series 19 will automatically be* h* @& v* {9 e7 K2 p% |) P d' V
converted on such Series 19 Conversion Date into an equal number of& @9 Z. b7 C; |6 G; I. z: k' {
Preferred Shares Series 18. Additionally, if the Bank determines that, after; C) a$ G( A6 W' c5 G' k# }' J
conversion, there would be outstanding on such Series 19 Conversion Date
0 y5 s- E1 c' b [less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares# w$ q `# {9 E) N' d
Series 19 will be converted into Preferred Shares Series 18.! O! B8 a' _* ?- v1 P0 U+ N" U: J
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares5 Q2 i: T( a% c3 j; _# w4 ^3 X7 `
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
/ H" f* K/ @6 b0 @4 b! g) u" o; ~, Dany meeting of the shareholders of the Bank unless and until the first time at2 @. d9 p1 k0 Z% {1 @$ W
which the Board of Directors has not declared the whole dividend on the7 O) e" T2 [; S( N- \
Preferred Shares Series 19 in any quarter. In that event, subject as+ t2 _' {& ]( g. c2 J
hereinafter provided, the holders of Preferred Shares Series 19 will be! |# M# ^, W, q5 ?* G, n
entitled to receive notice of, and to attend, meetings of shareholders at which% j V3 I# m2 p6 V( q) v* i2 B# v
directors of the Bank are to be elected and will be entitled to one vote for( J9 I) j5 j9 Y9 p1 d! H
each Preferred Share Series 19 held. The voting rights of the holders of the, X6 o) h" @) V1 _- s1 i
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
9 e' |. B3 k2 \/ W M) J& a$ Lthe first dividend on the Preferred Shares Series 19 to which the holders are0 ?9 ^3 Z$ n% } G% _8 D
entitled thereunder subsequent to the time such voting rights first arose until
3 F `6 B x+ r/ e3 v$ Gsuch time as the Bank may again fail to declare the whole dividend on the
' e) }0 L, F$ u* j& ~Preferred Shares Series 19 in respect of any quarter, in which event such% y( ^' z8 P3 r( @
voting rights will become effective again and so on from time to time." Q8 W( C8 L' ~
S-6
5 q9 _$ s# _. D. F7 _Priority: The preferred shares of each series of the Bank will rank on a parity with% i) Q$ L5 B0 n
every other series and are entitled to preference over the common shares of, {( l: p9 n) }; u% f3 |: t4 {
the Bank and over any other shares of the Bank ranking junior to the
2 e' S) l1 l2 ~8 Q9 p upreferred shares with respect to the payment of dividends and upon any
8 A* p; u* O6 _! ]. wdistribution of assets in the event of the liquidation, dissolution or
" q' ], j K( n5 R8 q) Uwinding-up of the Bank.; O" C' g* ^8 l5 H
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
\1 o3 i( R* L) @9 w+ _Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares, e3 R1 b* E0 h2 C
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
. {: w" z+ @& o% @/ l4 i. b9 T0 M$ b- edividends received on such shares under Part IV.1 of such Act. |
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