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发表于 2008-11-29 16:58
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下面是BMO的:# x+ ^0 l% Z ~+ Z5 \6 ~
SUMMARY OF THE OFFERING: \: e, b: @7 q$ A
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’’.0 q* @7 ^3 @& {8 r
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18. B- [- v+ s! ^' j, y+ `
Amount: $150,000,000 (6,000,000 shares).9 I. U$ W) c6 q. S: B
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
6 |4 `; l$ \4 U/ C' _& _Principal Characteristics of the Preferred Shares Series 18$ f% l+ l: v; M+ d5 @+ p
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
t# x) x# f) Bnon-cumulative preferential cash dividends, as and when declared by the9 \- j: [) W; p) V a
Board of Directors, subject to the provisions of the Bank Act, for the initial
& ~" J& {, x8 _7 c# B* a* F7 P( i6 X1 eperiod commencing on the closing date and ending on and including( g( ~6 I$ o. R
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the- t% z) E1 p- w: v3 b, t6 S& {
25th day of February, May, August and November in each year, at a rate# q0 X% r4 g& G( Q; A
equal to $0.40625 per share. The initial dividend, if declared, will be payable
$ u# {0 d* w1 h2 v# i! l3 }May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
2 G- g; S3 `8 @- O" f- ?; Fdate of December 11, 2008. `# h3 y& `8 V$ |5 [% \; _
For each five-year period after the Initial Fixed Rate Period (each, a
& M. [8 \8 f" \) ^3 \0 `3 G‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
3 T2 [ V# I$ E/ r5 x0 qSeries 18 will be entitled to receive fixed non-cumulative preferential cash7 m6 [. p. ~' Z8 R
dividends, as and when declared by the Board of Directors, subject to the
, O3 x6 t4 h# Pprovisions of the Bank Act, payable quarterly on the 25th day of February,
7 Y( W$ ?* `! k" iMay, August and November in each year, in the amount per share per annum
, }3 ?/ ~: z2 C2 Z, |" Zdetermined by multiplying the Annual Fixed Dividend Rate applicable to' R5 W3 Y" h: x8 \4 A: z
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
: K. U2 {) a" l: w0 KRate for the ensuing Subsequent Fixed Rate Period will be determined by the) I4 g/ a0 r! K$ E$ M0 U/ o$ N
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
9 H% y" W# B/ oof such Subsequent Fixed Rate Period and will be equal to the sum of the2 j+ M% u5 M! |
Government of Canada Yield on the applicable Fixed Rate Calculation Date
4 j: P4 T \7 }0 n' j- R3 Vplus 3.83%.
! X9 l' d% N3 N2 f3 B- O! QIf the Board of Directors does not declare a dividend, or any part thereof, on( Q4 s j" D; d& v
the Preferred Shares Series 18 on or before the dividend payment date for a# T2 o) Z& Q: S' `; S+ G
particular quarter, then the entitlement of the holders of the Preferred
8 P! M& X" Q( ^( sShares Series 18 to receive such dividend, or to any part thereof, for such
* B L' p+ V e' Z7 h4 `2 Equarter will be forever extinguished.) i$ V, r2 v t2 _; L+ k( F
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
! g) ^) J. V' Z- W4 K, [- _$ FSuperintendent and to the provisions described below under ‘‘Details of the
) T2 a1 A% i: j9 N* k' COffering — Certain Provisions of the Preferred Shares Series 18 as a
0 c. v c" r H" tSeries — Restrictions on Dividends and Retirement of Shares’’, on
3 E+ }8 K d4 ]! ]February 25, 2014 and on February 25 every five years thereafter, on not# q+ |% m. a% n. i4 ~2 L- [
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any0 K" Y/ R. k6 K
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
' R* X, h4 M1 i9 ywithout the consent of the holder, by the payment of an amount in cash for
$ I- H* I8 f0 I* teach such share so redeemed of $25.00 together with all declared and unpaid0 Y8 o9 W r6 K& k7 r
dividends to the date fixed for redemption.
5 M. k6 }+ B" Y( \; j3 kConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
2 [8 L1 h. k6 k/ B& EShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have9 d" g: \$ h6 H4 ]1 [
the right, at their option, to convert, on February 25, 2014 and on
- f. e2 I. S: N% ]) ], WS-4. P; Y7 j8 |* i& b$ q) g0 S0 s
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any7 e/ d3 O. t2 X* O
or all of their Preferred Shares Series 18 into an equal number of Preferred
' R4 ^+ L( C3 ^3 lShares Series 19 upon giving to the Bank notice thereof not earlier than
, G9 k% T- Q+ N+ X- X6 F30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
4 v& E1 {6 T8 L! @1 H3 Fpreceding, a Series 18 Conversion Date.
, }2 a. \( J* ?# x" q0 ?Automatic Conversion If the Bank determines, after having taken into account all shares tendered' x6 z! a+ D2 U6 \: H
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
) [. T0 ^% O/ ^0 h6 B! i1 hSeries 19, as the case may be, that there would be outstanding on such
) G( W8 v. ~2 k$ U( S0 ` m# I0 vSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,$ O3 N/ z2 F+ i6 r( N
such remaining number of Preferred Shares Series 18 will automatically be
4 j4 s1 R: I% [7 cconverted on such Series 18 Conversion Date into an equal number of
' A$ d8 B( y7 U' o6 O& Q! K& sPreferred Shares Series 19. Additionally, if the Bank determines that, after# I2 r1 V* D; n& }% u$ v6 F
conversion, there would be outstanding on such Series 18 Conversion Date3 D* u& x% g. @% W: V
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares" P( f; E4 K" K9 ]" v" V
Series 18 will be converted into Preferred Shares Series 19.
' M; A' u+ g0 qVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
' o: D9 F' |7 v/ |2 o9 ~Series 18 will not be entitled as such to receive notice of, attend, or vote at,
1 Y# m, n8 M) u/ U: b! pany meeting of the shareholders of the Bank unless and until the first time at
/ g2 v& T1 l5 M0 i7 O% |+ B* Xwhich the Board of Directors has not declared the whole dividend on the7 c% u. e" n6 b" v2 D( P
Preferred Shares Series 18 in any quarter. In that event, subject as
4 u7 l# l. N+ f' t" w Jhereinafter provided, the holders of Preferred Shares Series 18 will be
& h+ c" s# X( Jentitled to receive notice of, and to attend, meetings of shareholders at which' H+ ~9 o" T- p Z0 M+ v9 l
directors of the Bank are to be elected and will be entitled to one vote for1 p# {$ p+ b& N0 u
each Preferred Share Series 18 held. The voting rights of the holders of the+ a- p5 I6 s' c9 ]
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of7 F9 \& q9 J( P
the first dividend on the Preferred Shares Series 18 to which the holders are" }& o1 k6 W( P1 }& W4 ~5 Z) B
entitled thereunder subsequent to the time such voting rights first arose until% O$ Q9 ~+ `# p( W. G# y" u# A
such time as the Bank may again fail to declare the whole dividend on the
% K, r/ v7 B( B9 b7 X6 K1 S* ?Preferred Shares Series 18 in respect of any quarter, in which event such
. i: m8 q1 I$ x2 f- a/ Dvoting rights will become effective again and so on from time to time.4 I7 e W( O& z- m0 Q" g
Principal Characteristics of the Preferred Shares Series 19
/ t( x% {; F+ q. HDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
: @9 ~3 ?1 s0 `2 G0 B+ hfloating rate non-cumulative preferential cash dividends, as and when
2 D0 d# D& ]3 @; X' M& c* _declared by the Board of Directors, subject to the provisions of the Bank Act,
) z- Y$ r* j# v5 Q( K. ?5 ?payable quarterly on the 25th day of February, May, August and November6 F0 n# X% e8 H) s! O# x7 L
in each year, in the amount per share determined by multiplying the. e9 t6 j( j4 x! V' I: E& h
applicable Quarterly Floating Dividend Rate by $25.00.( W/ `, W% f+ ~( C) r; \* T8 v, X: k
On the 30th day prior to the commencement of the initial quarterly dividend
) a& y/ g* m4 R" _1 Z9 v+ uperiod beginning on February 25, 2014, and on the 30th day prior to the first
8 ]( d& y% L* z( x" xday of each subsequent quarterly dividend period (the initial quarterly
3 C, p- a! A5 q' }3 ?dividend period and each subsequent quarterly dividend period is referred to6 z% u0 o$ G; Y0 T
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the0 E* a6 s: V! }5 V/ C, ?
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate& w( u- ^1 I# `0 G+ J1 I
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the5 l- i ?, _% g: @3 k
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
9 i, k/ E$ c" nelapsed in the applicable Quarterly Floating Rate Period divided by 365)
% [+ q2 o7 ^) C! Fdetermined on the 30th day prior to the first day of the applicable Quarterly
# `6 p/ V, _1 z& B2 i& M0 JFloating Rate Period.2 e5 T& M2 V* P- l) U
S-5
4 u8 C8 a* l$ r4 N/ B7 U% u% jIf the Board of Directors does not declare a dividend, or any part thereof, on
2 N3 i( S7 V: m4 Z; P5 Rthe Preferred Shares Series 19 on or before the dividend payment date for a: n( Y& i8 C4 m# o! |. H B
particular quarter, then the entitlement of the holders of the Preferred
. d5 i7 [: O+ E4 h9 fShares Series 19 to receive such dividend, or to any part thereof, for such
) k9 D; T, J0 E# p2 F3 Jquarter will be forever extinguished.
5 n: t' `& [9 a( cRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
$ W) g2 m# c( G6 m/ KSuperintendent and to the provisions described below under the heading
2 X5 c: r0 W$ L+ ?! P/ ~‘‘Details of the Offering — Certain Provisions of the Preferred Shares
7 S* y/ c* }# I7 I6 TSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,6 ^7 i- a+ ^# G/ D' D9 d& C
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
" t7 Z/ [. g1 ^5 Y1 z# aor any part of the then outstanding Preferred Shares Series 19, at the Bank’s6 f# L/ i: A# c/ Y) o
option without the consent of the holder, by the payment of an amount in
4 _3 x; M" _% ycash for each such share so redeemed of (i) $25.00 together with all declared, p6 H/ I& y- V
and unpaid dividends to the date fixed for redemption in the case of
( D& ~, _. C% M* @: Y4 A1 dredemptions on February 25, 2019 and on February 25 every five years0 x3 W! f3 u: j9 s* z+ \
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to+ W% j) n, ]( B. m; W/ u/ L
the date fixed for redemption in the case of redemptions on any other date
8 _! `) K* r- Z; C3 R6 h3 c5 Q1 zon or after February 25, 2014.& C' p! |9 h/ W" P
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic2 \9 e/ u9 z+ V
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
9 B* P' k( `3 p$ }' o5 qthe right, at their option, to convert, on February 25, 2019 and on
5 K! \3 K2 J6 c' {2 MFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
% M) b5 z7 {; t# i9 O2 S; _or all of their Preferred Shares Series 19 into an equal number of Preferred
6 o7 W* m( s) K6 B0 P. t2 K3 ]' _Shares Series 18 upon giving to the Bank written notice thereof not earlier0 N' W) E# b* c, ]; g
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
* J) H2 m( \! n; x; R15th day preceding, a Series 19 Conversion Date.
# Z- k8 t0 J0 F3 lAutomatic Conversion If the Bank determines, after having taken into account all shares tendered' Y3 u6 m6 \4 z
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
/ @3 U R6 s# f7 x: p* B1 SSeries 18, as the case may be, that there would be outstanding on such0 p b/ t% _8 e5 f6 ]7 C/ ?# I* k
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,1 g. Y- j t5 w) G
such remaining number of Preferred Shares Series 19 will automatically be! m7 E' G. x* O& m
converted on such Series 19 Conversion Date into an equal number of0 q9 l3 N. l! X" {! _# o
Preferred Shares Series 18. Additionally, if the Bank determines that, after
; t5 i; ~' H2 m2 Yconversion, there would be outstanding on such Series 19 Conversion Date3 u. k5 f( s* t. M% g
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares9 s! M& j/ c1 u& y( |" ~& X
Series 19 will be converted into Preferred Shares Series 18.
* ?! g. V3 l: G; C$ uVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
/ T% N1 r4 e& I* T* PSeries 19 will not be entitled as such to receive notice of, attend, or vote at, @9 z" {5 z: c5 D/ {
any meeting of the shareholders of the Bank unless and until the first time at* T p3 p; ^& G) _0 r6 o2 Y' i
which the Board of Directors has not declared the whole dividend on the9 t2 b- r7 o6 b! T, C4 n
Preferred Shares Series 19 in any quarter. In that event, subject as! M- k- I R% b) y2 ~6 U
hereinafter provided, the holders of Preferred Shares Series 19 will be$ L% {( g- J1 T1 P3 ~8 P
entitled to receive notice of, and to attend, meetings of shareholders at which
/ t3 D! N4 b Ndirectors of the Bank are to be elected and will be entitled to one vote for4 C: G- v) C+ p# M" @& b
each Preferred Share Series 19 held. The voting rights of the holders of the
( m7 {+ |4 h$ I- JPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
! G. G0 D8 j k4 s* ^the first dividend on the Preferred Shares Series 19 to which the holders are4 J( n# U/ a. K u
entitled thereunder subsequent to the time such voting rights first arose until* |: I3 H% c; g! a: ~$ u
such time as the Bank may again fail to declare the whole dividend on the
4 M+ s8 T! v1 q8 h% xPreferred Shares Series 19 in respect of any quarter, in which event such
: t3 S& j7 @( k! z$ vvoting rights will become effective again and so on from time to time.8 S. G y' ?' A) ]6 A$ ]
S-60 _4 E. R: W6 j" `* C+ i+ K
Priority: The preferred shares of each series of the Bank will rank on a parity with" j5 t) I- b; `* B7 }
every other series and are entitled to preference over the common shares of( E4 p; v) h% G7 C* E
the Bank and over any other shares of the Bank ranking junior to the
" k7 L: N' E( D% Npreferred shares with respect to the payment of dividends and upon any
2 D! K) e' R6 U: Y/ ^% u& V& ddistribution of assets in the event of the liquidation, dissolution or
7 L7 ^+ e5 [# B' e$ Cwinding-up of the Bank.
4 c$ Y5 B3 B2 E! v5 L# n" JTax on Preferred Share The Bank will elect, in the manner and within the time provided under: ^! [% X$ b% ^4 ^. c3 ]9 l
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares% f1 h. t2 V1 I3 b/ K' w
Series 18 and Preferred Shares Series 19 will not be required to pay tax on4 ~) z+ b4 I6 ?
dividends received on such shares under Part IV.1 of such Act. |
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