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发表于 2008-11-29 16:58
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下面是BMO的:" V9 O4 j- @/ z. g4 r7 v( u
SUMMARY OF THE OFFERING( X/ N+ a% Q- f+ K+ y
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’’.
/ O" L* o8 u, q6 H) p5 ~Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18./ @7 |8 O" f& q+ m+ a3 X# c3 v$ A
Amount: $150,000,000 (6,000,000 shares).7 ~ I, f- d) s( e! o
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
2 x) }. u7 A9 o, I1 TPrincipal Characteristics of the Preferred Shares Series 18
) D3 P' Q( w5 FDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
9 f/ s3 x1 `% _" n5 m. B8 fnon-cumulative preferential cash dividends, as and when declared by the
6 P7 s# P0 k6 N; l) aBoard of Directors, subject to the provisions of the Bank Act, for the initial% ^+ C$ [* ?9 D* ]
period commencing on the closing date and ending on and including1 Q+ l% k$ {8 D
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the) @7 y. t$ Y; R* S: J" h6 T
25th day of February, May, August and November in each year, at a rate e3 p. W) P$ L* E, V% I* V
equal to $0.40625 per share. The initial dividend, if declared, will be payable0 |4 \) X) G. p, W$ V
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
/ P# ^2 | j* f/ O, O- Cdate of December 11, 2008.7 I& _# M# p2 y0 x* |( F) r
For each five-year period after the Initial Fixed Rate Period (each, a& z0 E! Q" B. ]5 {
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares# K; z+ w* A3 w+ Q3 d! o& @
Series 18 will be entitled to receive fixed non-cumulative preferential cash9 N- S# y9 S3 }$ g. [7 b& {8 b
dividends, as and when declared by the Board of Directors, subject to the
6 X9 W) m0 K/ K" |9 `provisions of the Bank Act, payable quarterly on the 25th day of February,
7 S0 n! I! A- T4 ?3 F3 CMay, August and November in each year, in the amount per share per annum4 q+ @2 T, h1 ]1 L' s1 [
determined by multiplying the Annual Fixed Dividend Rate applicable to
4 K0 i* t, C; z' ~; Zsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend8 N6 N! [) A! i w0 t. o- R
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the! j) O3 b; Q, P) ?% |" ^, Q1 f6 I
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day: @2 @$ ]$ Q2 ~1 I) R
of such Subsequent Fixed Rate Period and will be equal to the sum of the
" W/ B* \; R6 i1 ZGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
7 V# @% c1 Z5 |* \ }; Fplus 3.83%.% s: D! `. S) |0 {* j6 T
If the Board of Directors does not declare a dividend, or any part thereof, on- I# c; r6 H9 B( ^" n
the Preferred Shares Series 18 on or before the dividend payment date for a& d9 [4 p; B. Z: c: J' l- G+ @6 b
particular quarter, then the entitlement of the holders of the Preferred
( I$ \6 g5 Q" m1 bShares Series 18 to receive such dividend, or to any part thereof, for such; E; }" e5 \* ?
quarter will be forever extinguished.# v+ w' ~6 V$ V
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the; f* K* v X4 {) t3 R
Superintendent and to the provisions described below under ‘‘Details of the$ w0 ]# {4 m: s2 {% m7 s4 D8 S
Offering — Certain Provisions of the Preferred Shares Series 18 as a0 H4 m$ r7 s6 C, P" i& S; Y
Series — Restrictions on Dividends and Retirement of Shares’’, on4 a0 u9 z& @6 m- M* X
February 25, 2014 and on February 25 every five years thereafter, on not7 R0 b6 e" A! V% d
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any: U8 @! ?. ~. {5 c- |3 ]
part of the then outstanding Preferred Shares Series 18, at the Bank’s option5 ~1 ?$ d3 O1 D2 Q8 J$ Y# ^- y+ ^
without the consent of the holder, by the payment of an amount in cash for
8 l* h' G! K/ ?& O \each such share so redeemed of $25.00 together with all declared and unpaid. K2 O* \4 B3 M6 l
dividends to the date fixed for redemption.( O1 N( Z5 _5 \0 B9 L! f
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
& C8 p& [# b8 P5 N5 Q, VShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
9 c% I9 s0 }, V2 othe right, at their option, to convert, on February 25, 2014 and on7 I7 [6 _" R6 n" T9 r; p! K$ w
S-4
( z; r* a+ _& Z# k1 UFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any1 e* x: z' R+ P# O$ I$ A& O
or all of their Preferred Shares Series 18 into an equal number of Preferred i4 w+ f# X4 o" m/ \
Shares Series 19 upon giving to the Bank notice thereof not earlier than5 d) x6 h5 z1 W1 |! L4 B# t
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
. W$ y8 n5 n$ r! n8 Npreceding, a Series 18 Conversion Date.
% y& W# w U0 F$ t2 DAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
. w3 n" e$ c& a$ J3 t) R% GProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares0 x6 `5 G* O$ c4 r* C
Series 19, as the case may be, that there would be outstanding on such
2 j0 }$ [2 E+ K$ [8 }) `+ rSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
% ]) k) A2 `& D. gsuch remaining number of Preferred Shares Series 18 will automatically be
6 ~9 n& g" d2 ^- i: L! g# [+ S* P0 vconverted on such Series 18 Conversion Date into an equal number of
* I3 E7 t+ ?. w# C( N1 l: mPreferred Shares Series 19. Additionally, if the Bank determines that, after0 u( g1 m& B1 h6 g3 O/ ^
conversion, there would be outstanding on such Series 18 Conversion Date
m# p2 a: }. F$ A' L# _. hless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares/ Q' D$ s; q4 e" v ^! h3 I$ e
Series 18 will be converted into Preferred Shares Series 19.) Y. S$ j9 w' |8 t! V4 G# D
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares. V z+ K6 ]' E
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
5 r8 y9 n" [$ w7 E9 B+ ]any meeting of the shareholders of the Bank unless and until the first time at0 a$ @" R, z' k; b4 G) H
which the Board of Directors has not declared the whole dividend on the4 c: Q8 k% `. o7 |: r* Q
Preferred Shares Series 18 in any quarter. In that event, subject as& T3 @$ O" V& O3 k9 p2 G0 p* j/ r
hereinafter provided, the holders of Preferred Shares Series 18 will be! O; l& r* t' i, h0 v
entitled to receive notice of, and to attend, meetings of shareholders at which7 `& L' d, O1 n2 r0 d5 {" G7 d
directors of the Bank are to be elected and will be entitled to one vote for/ w$ u* P# q1 i' _! F
each Preferred Share Series 18 held. The voting rights of the holders of the. `5 Y8 S& @% I' r( K
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
2 D' u0 A! P1 {% ^# wthe first dividend on the Preferred Shares Series 18 to which the holders are `/ J) S: o9 j- L. |- R6 r, n9 d
entitled thereunder subsequent to the time such voting rights first arose until. i# H! a; U4 S9 O: I+ Q1 N% s6 l
such time as the Bank may again fail to declare the whole dividend on the
( |7 X6 s- H, D3 ?Preferred Shares Series 18 in respect of any quarter, in which event such
5 e* r0 E7 \. n& z" |: ~voting rights will become effective again and so on from time to time.! W6 W9 \ z4 s* ]
Principal Characteristics of the Preferred Shares Series 19$ J: ^8 F- ~: Z5 n* Q( A: f; X8 `$ T
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive& O$ l' G; y% c. c; ?* s: e
floating rate non-cumulative preferential cash dividends, as and when
Q0 T! ~: ]) l7 E+ {) q, gdeclared by the Board of Directors, subject to the provisions of the Bank Act,
' c3 p) S" J# C# z- r1 `payable quarterly on the 25th day of February, May, August and November" x# A6 Z3 E6 ~* F1 a
in each year, in the amount per share determined by multiplying the
/ D! M2 r! z/ ], s# wapplicable Quarterly Floating Dividend Rate by $25.00.2 T& ~) O) ?+ j8 }( C% P, o
On the 30th day prior to the commencement of the initial quarterly dividend
- e' w% F# ^; b4 e" }period beginning on February 25, 2014, and on the 30th day prior to the first
& ^; T( k l6 c. c! k F9 a X9 _* wday of each subsequent quarterly dividend period (the initial quarterly, J/ G+ c3 o8 J4 t' h
dividend period and each subsequent quarterly dividend period is referred to
6 r$ E2 L+ u. ?. ]( V& j9 C0 k, g+ Cas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
- K1 M9 t- G+ {, UQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate2 g; B' g1 k$ N. Z1 O6 u
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the# Q9 Q; [: `3 L z7 F
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
" M" i# C8 K1 |: {0 Kelapsed in the applicable Quarterly Floating Rate Period divided by 365)7 Z+ j& `% P3 d, @+ h
determined on the 30th day prior to the first day of the applicable Quarterly; i: }7 p, M; z& b" Q1 H
Floating Rate Period.; W9 U+ T; G7 [
S-5 P9 I; J) k% j6 X8 L/ O% x
If the Board of Directors does not declare a dividend, or any part thereof, on5 A# ~0 g+ [8 R
the Preferred Shares Series 19 on or before the dividend payment date for a
% m2 b0 F7 u9 [! Eparticular quarter, then the entitlement of the holders of the Preferred) H8 M$ D+ z' ]& R4 H4 t
Shares Series 19 to receive such dividend, or to any part thereof, for such
% V, q: b0 h! Z0 D/ Y3 e6 uquarter will be forever extinguished." G7 h Y, S9 y# K2 W
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the- h8 [: e% D& `( p5 `) b% B
Superintendent and to the provisions described below under the heading
/ C& I' ?3 [2 e. X‘‘Details of the Offering — Certain Provisions of the Preferred Shares6 v1 G. ]& b- W1 S" o5 v
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,) \# L# S. S2 C& n" j
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
4 V2 J8 r: ~+ r* p8 P ?* _- Tor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
9 `2 G3 H' m2 _1 l& `, z; {option without the consent of the holder, by the payment of an amount in
* V# m& x* w: a1 ~) l7 L u& Pcash for each such share so redeemed of (i) $25.00 together with all declared2 F I! @: C$ Q* u6 m2 h3 }$ i
and unpaid dividends to the date fixed for redemption in the case of
/ n' F U' o4 h1 ]redemptions on February 25, 2019 and on February 25 every five years/ V( Y1 [/ i4 [- ]$ L- A
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to& w# j- r. B5 p2 Q3 o
the date fixed for redemption in the case of redemptions on any other date2 k6 P* M4 n" m/ b) a6 D" A
on or after February 25, 2014.+ H1 u, P7 {* F2 E0 [" r8 c
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic- }$ d5 L. j, X) w. N" |, n
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have H# z' O8 K' z
the right, at their option, to convert, on February 25, 2019 and on$ I; i) z& \, A+ Y K# N7 p! t
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
! n' d7 Y3 j- }$ v1 A Jor all of their Preferred Shares Series 19 into an equal number of Preferred
8 x3 e7 [' T6 g7 c: G; cShares Series 18 upon giving to the Bank written notice thereof not earlier) ~- P1 U+ f( e$ B( d3 c
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the5 i9 {6 q) }# m+ j+ |0 Q
15th day preceding, a Series 19 Conversion Date.
" Q! z( K8 _* } u5 `Automatic Conversion If the Bank determines, after having taken into account all shares tendered7 ` z! ]- D/ H8 P4 W3 y
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares$ o* V+ Y, y- J" i6 x- o; o; Y' ~
Series 18, as the case may be, that there would be outstanding on such
' o/ {! T: b0 XSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
! V2 i# G, f1 j$ p" m1 [- T; csuch remaining number of Preferred Shares Series 19 will automatically be
. } q9 F( v3 G* k( \8 L2 hconverted on such Series 19 Conversion Date into an equal number of
0 M5 Z5 w; d% I+ kPreferred Shares Series 18. Additionally, if the Bank determines that, after+ R" k9 {8 N. G/ E( T1 L: D) V/ J5 y
conversion, there would be outstanding on such Series 19 Conversion Date) g0 g- J9 \5 m3 J
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
2 L- H& \ t) ~* \3 qSeries 19 will be converted into Preferred Shares Series 18.) v" p q) ]# J1 n
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares S' E' I: t' V; W3 b
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
' E; |, o" c7 m8 I& lany meeting of the shareholders of the Bank unless and until the first time at
: E8 j/ _+ E# K/ r. Cwhich the Board of Directors has not declared the whole dividend on the, x, t$ {! R; g$ Q6 k7 g' d
Preferred Shares Series 19 in any quarter. In that event, subject as; V5 t) k4 U# b$ l. U
hereinafter provided, the holders of Preferred Shares Series 19 will be
! L$ B0 o' H: s! O. T( `entitled to receive notice of, and to attend, meetings of shareholders at which
9 `: t9 N" I, I5 G% idirectors of the Bank are to be elected and will be entitled to one vote for* e' t: u6 P- R( S
each Preferred Share Series 19 held. The voting rights of the holders of the
+ Y* ]# \7 O7 i4 GPreferred Shares Series 19 will forthwith cease upon payment by the Bank of1 f7 h/ A7 P/ k. `* `: n% D$ H
the first dividend on the Preferred Shares Series 19 to which the holders are
" `7 O) s( t: {$ [0 i2 Centitled thereunder subsequent to the time such voting rights first arose until
D8 y, Z1 z9 S% _9 O+ f) jsuch time as the Bank may again fail to declare the whole dividend on the$ a O0 U8 U; ~8 T3 B z
Preferred Shares Series 19 in respect of any quarter, in which event such, X3 K2 q: s3 o
voting rights will become effective again and so on from time to time./ Y( c$ F) f0 k) _
S-65 _1 E5 C5 e* g, A6 o+ R1 I/ [
Priority: The preferred shares of each series of the Bank will rank on a parity with
0 G$ f9 P3 L$ i+ Cevery other series and are entitled to preference over the common shares of# c$ G! X7 j% G) D& U5 ~
the Bank and over any other shares of the Bank ranking junior to the, w# y @& g/ n/ G! t+ A6 f5 v; O% ]
preferred shares with respect to the payment of dividends and upon any
# V5 I2 q0 ^* [distribution of assets in the event of the liquidation, dissolution or( U! i$ }; f$ Z, t8 `( _
winding-up of the Bank.& t1 p+ x/ a( j( D, ]
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
0 j; U' I7 L, ^& n; SDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
Z( K7 n8 K5 JSeries 18 and Preferred Shares Series 19 will not be required to pay tax on, A- v2 ^ @$ j( b0 w
dividends received on such shares under Part IV.1 of such Act. |
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