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发表于 2008-11-29 16:58
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下面是BMO的:/ {- c# A/ D J8 ]6 c2 p9 T
SUMMARY OF THE OFFERING
4 [8 ?4 Q9 s1 g) s0 \" }" i0 ` m3 rThis 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’’.
- A, }+ U% n+ `/ w! r; h) dIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
+ s7 L& u7 t0 D, zAmount: $150,000,000 (6,000,000 shares).
% d+ ~' O$ l& d# f: A# o: ^6 O5 NPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
4 |8 S0 p! z. EPrincipal Characteristics of the Preferred Shares Series 18- T! N4 v( {( v, H
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
. j1 c" ~6 C G1 J* Anon-cumulative preferential cash dividends, as and when declared by the) s4 U" x; ]) P
Board of Directors, subject to the provisions of the Bank Act, for the initial
/ p* J+ d$ n6 {" p# r hperiod commencing on the closing date and ending on and including
) |* u2 ?" P1 t1 nFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
, Q( Q9 C8 M# p. L9 S25th day of February, May, August and November in each year, at a rate
- [$ P. n- o* Yequal to $0.40625 per share. The initial dividend, if declared, will be payable9 q( Z7 n) @! C# L- h# u
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing' {$ ?7 ~& K. o) K% B
date of December 11, 2008. K& P& V6 c1 l! b. M7 f3 \! f
For each five-year period after the Initial Fixed Rate Period (each, a
4 L+ a1 G# j9 @4 k* I‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares1 U2 e$ ?% V* u1 |
Series 18 will be entitled to receive fixed non-cumulative preferential cash
7 I! W, d, V+ T" j( mdividends, as and when declared by the Board of Directors, subject to the
) `7 k/ d: J c$ }1 S. n' n5 @provisions of the Bank Act, payable quarterly on the 25th day of February,
$ T* t5 \' v" \2 IMay, August and November in each year, in the amount per share per annum7 X* ?, t/ [# f$ v. j( _
determined by multiplying the Annual Fixed Dividend Rate applicable to
/ W6 c5 v" R' l" r4 e! Nsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend4 U h2 P6 D7 [: q" i
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the3 n. ~: }, ^. ~& i$ c
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
* U1 g c# c' Y9 e: aof such Subsequent Fixed Rate Period and will be equal to the sum of the
. B! O' h1 d0 n3 T" b2 N) I* m: wGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
- ^ F1 C4 q1 U) x5 Lplus 3.83%.- K6 @/ }7 ~; K! L b( ]$ }
If the Board of Directors does not declare a dividend, or any part thereof, on: Q% q1 }; d: a. M% n, q3 q+ H
the Preferred Shares Series 18 on or before the dividend payment date for a
5 v; F6 y: ^/ v' }% {; {: fparticular quarter, then the entitlement of the holders of the Preferred. \5 i% Y' u* a2 A: D( s( [
Shares Series 18 to receive such dividend, or to any part thereof, for such
- |, E$ c# S3 t. b, C, Lquarter will be forever extinguished.1 ?$ q2 F4 r( b! {' O3 M7 c
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
* M+ ~* J+ W9 k/ {' r0 KSuperintendent and to the provisions described below under ‘‘Details of the
8 b) k+ K3 O& j9 _Offering — Certain Provisions of the Preferred Shares Series 18 as a( _9 r0 H) {1 k
Series — Restrictions on Dividends and Retirement of Shares’’, on' r, r; G- U6 u# f. l% x0 v
February 25, 2014 and on February 25 every five years thereafter, on not9 _! t; C- s1 G
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
$ D/ {5 d' ~# xpart of the then outstanding Preferred Shares Series 18, at the Bank’s option: e1 b" a9 c- g' |% E; ]& h. d
without the consent of the holder, by the payment of an amount in cash for! I; K4 j' z! t! E- x m& O
each such share so redeemed of $25.00 together with all declared and unpaid! C( [# K- f* V6 \! N3 J% e
dividends to the date fixed for redemption.
- R, Q1 r0 ~7 J$ U l8 f0 ~' c8 TConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
. ~5 C7 {( C" C5 b1 I0 wShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have- a1 z5 c, J3 K: U" F0 p
the right, at their option, to convert, on February 25, 2014 and on3 N: f2 \$ R8 V: J/ X }* S, ~
S-40 ~% ] Y! ]( v8 _: I+ \
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any9 T* M8 [5 W# B# t
or all of their Preferred Shares Series 18 into an equal number of Preferred
7 e4 D" f! }7 O3 m; A, tShares Series 19 upon giving to the Bank notice thereof not earlier than
7 u5 r( t5 `6 I3 b' _* M. F% I, x30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day" E/ i, p/ [7 n4 z3 D
preceding, a Series 18 Conversion Date.% @" Z* c0 b1 E; I% k
Automatic Conversion If the Bank determines, after having taken into account all shares tendered5 q# k( T" L) g; ?
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
4 B8 @# L" H9 o) l; m* j) JSeries 19, as the case may be, that there would be outstanding on such
0 C, ?& l, X( PSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,0 b! A, Z) i- y4 p. ~
such remaining number of Preferred Shares Series 18 will automatically be
: [0 i, p* F( _converted on such Series 18 Conversion Date into an equal number of- S4 W6 b* d# o8 ^- q% J
Preferred Shares Series 19. Additionally, if the Bank determines that, after# [4 L0 N+ O8 L# d! O# H+ A
conversion, there would be outstanding on such Series 18 Conversion Date, z" K4 j+ W) j" [' \% q
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares4 E& P' `6 d9 [$ I6 _) j' s) t
Series 18 will be converted into Preferred Shares Series 19.
& T& C/ e- s2 h& g& mVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# z; y' n+ o1 y2 j d" \Series 18 will not be entitled as such to receive notice of, attend, or vote at,/ ]0 J( ^% F4 y% W2 b6 V* Z0 {8 p
any meeting of the shareholders of the Bank unless and until the first time at
% ~4 S4 Q! o6 i8 I$ a; c+ Kwhich the Board of Directors has not declared the whole dividend on the
! z9 _/ S3 |( X! S1 GPreferred Shares Series 18 in any quarter. In that event, subject as
. }) {* _6 K1 I5 `; L! r2 f; B3 F- Jhereinafter provided, the holders of Preferred Shares Series 18 will be: l/ e4 @; H' s7 W1 l
entitled to receive notice of, and to attend, meetings of shareholders at which7 F8 ^4 u; @7 e4 g& J
directors of the Bank are to be elected and will be entitled to one vote for. x9 u9 t7 [& G
each Preferred Share Series 18 held. The voting rights of the holders of the
5 V7 b* z$ |6 k0 u8 Y, G9 R/ }Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
, t0 l8 D& @* Q8 fthe first dividend on the Preferred Shares Series 18 to which the holders are0 }4 I! H4 {+ w# |3 Y- g
entitled thereunder subsequent to the time such voting rights first arose until
( A" }% @# \3 E# i2 W3 S; c Zsuch time as the Bank may again fail to declare the whole dividend on the
' f" }5 q6 ?! q; q+ ]! CPreferred Shares Series 18 in respect of any quarter, in which event such
2 q& o# J4 v$ F" p7 f1 r. ?7 Bvoting rights will become effective again and so on from time to time.
+ u1 h: [8 ~9 kPrincipal Characteristics of the Preferred Shares Series 19, ~! u) L) k7 T3 L0 F i5 N
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive# n/ V/ W( n3 B( e/ _
floating rate non-cumulative preferential cash dividends, as and when/ G8 d. c! \ `" ~
declared by the Board of Directors, subject to the provisions of the Bank Act,0 ~0 R' O3 d$ l/ M& S* ^
payable quarterly on the 25th day of February, May, August and November
$ ^; r2 _9 c- g* ~- h4 zin each year, in the amount per share determined by multiplying the
6 t. A+ K+ T$ ? o I6 n' L9 Bapplicable Quarterly Floating Dividend Rate by $25.00./ W( V2 C9 a# J N) \8 V9 [
On the 30th day prior to the commencement of the initial quarterly dividend
& l& N9 O- C0 }; f2 w0 Xperiod beginning on February 25, 2014, and on the 30th day prior to the first, ?/ j/ Q+ h8 s- z0 n
day of each subsequent quarterly dividend period (the initial quarterly
; ], G: I9 G. U5 `3 C- L8 m; mdividend period and each subsequent quarterly dividend period is referred to+ r$ S' J9 | `- J. M3 K
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the* S$ q0 [7 ?; \7 [+ |# |
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate8 j5 m: T, _( }3 z9 Q2 Z& B, N
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
+ X' k) Z6 X' _T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days" ?8 s( ]9 h1 v- Q
elapsed in the applicable Quarterly Floating Rate Period divided by 365)" _+ U! [" k! @ p8 P4 P
determined on the 30th day prior to the first day of the applicable Quarterly
( s3 C* {: @9 s7 bFloating Rate Period.+ r" D$ [! I& G' G, u- ^% o
S-5
% h5 _. x+ R# J; n5 G+ {4 `If the Board of Directors does not declare a dividend, or any part thereof, on
/ e! H) t6 x4 P' Uthe Preferred Shares Series 19 on or before the dividend payment date for a$ B+ ^/ q& N) S/ l5 X
particular quarter, then the entitlement of the holders of the Preferred" c" m8 B7 c3 w' d8 e
Shares Series 19 to receive such dividend, or to any part thereof, for such! N9 Q z' t8 s+ f( }8 _
quarter will be forever extinguished.
+ r& d( t& k/ r8 i+ \/ G) z% k3 BRedemption: Subject to the provisions of the Bank Act and to the prior consent of the* F# G1 O' W. R+ \- j
Superintendent and to the provisions described below under the heading
7 e; |4 I) b& V5 O V‘‘Details of the Offering — Certain Provisions of the Preferred Shares
" q4 y1 a5 t* |( U" tSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,7 r3 I4 N" G: e+ `- H* O
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all! P$ D7 X# w9 P' n
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
. }% Q/ J S; x% H/ Aoption without the consent of the holder, by the payment of an amount in
5 r* h- J1 _5 vcash for each such share so redeemed of (i) $25.00 together with all declared
! d3 d [. T+ g' e5 `0 K" fand unpaid dividends to the date fixed for redemption in the case of
& @: q1 T" ^) z: qredemptions on February 25, 2019 and on February 25 every five years
% S A6 i C: p+ a4 z+ tthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
% G' r; t6 o2 J x; n Pthe date fixed for redemption in the case of redemptions on any other date
3 |* g( N. N, Y1 v9 uon or after February 25, 2014.$ z7 l4 Q( v8 N# g3 e" Y( ^% H
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic1 b0 h2 x, D! Y: r
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
! {8 o& b$ r, k, d: vthe right, at their option, to convert, on February 25, 2019 and on
) s* }1 N: F- |, N1 }& U% A* XFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any1 V# G }: N# f
or all of their Preferred Shares Series 19 into an equal number of Preferred
7 f+ e* s0 w; AShares Series 18 upon giving to the Bank written notice thereof not earlier
2 Y7 z4 o4 I4 Y! athan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
; F% ?: c6 t9 W15th day preceding, a Series 19 Conversion Date." `6 A6 C5 |, Z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
3 j& Z8 o/ |, t. F7 A6 W- c+ f; CProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares4 G: y0 Q! ]+ w
Series 18, as the case may be, that there would be outstanding on such/ }! C1 Q- Q1 q$ l5 F3 `
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,7 s$ P' e* i2 v9 R- k
such remaining number of Preferred Shares Series 19 will automatically be) S3 b! k4 X2 |' X* G5 m
converted on such Series 19 Conversion Date into an equal number of
7 \3 W2 ~7 J6 wPreferred Shares Series 18. Additionally, if the Bank determines that, after: x/ O7 _8 T0 H- i ?5 G( F. k
conversion, there would be outstanding on such Series 19 Conversion Date
+ ^7 T0 L1 {0 c+ t2 j1 mless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
7 `; I5 p- r pSeries 19 will be converted into Preferred Shares Series 18. T& M; H# D- k( e1 o/ S
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: I/ Q. B: v. o. n
Series 19 will not be entitled as such to receive notice of, attend, or vote at,. A: l5 }6 N, F0 w0 X+ _
any meeting of the shareholders of the Bank unless and until the first time at ^) @+ N' v( y% B; ^2 _
which the Board of Directors has not declared the whole dividend on the
$ [ D6 I8 ]5 p+ h* Y' j' VPreferred Shares Series 19 in any quarter. In that event, subject as% V- s! ^% _6 B0 `; G- j! Q
hereinafter provided, the holders of Preferred Shares Series 19 will be% D: [/ Z6 L4 v$ M4 W/ W7 U! c# F
entitled to receive notice of, and to attend, meetings of shareholders at which
6 T- v2 {2 e3 z: W Cdirectors of the Bank are to be elected and will be entitled to one vote for
; f6 K% Y9 h X3 Keach Preferred Share Series 19 held. The voting rights of the holders of the
1 u2 h5 [( ]2 S1 ?) mPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
$ B- O! X, x7 z, D3 _& rthe first dividend on the Preferred Shares Series 19 to which the holders are
& ?* h5 m: N+ {; `+ P1 Eentitled thereunder subsequent to the time such voting rights first arose until
! g" a$ U# a; Zsuch time as the Bank may again fail to declare the whole dividend on the( @( ?$ W3 b% _& q
Preferred Shares Series 19 in respect of any quarter, in which event such
o$ P, l1 `, Y) Z1 j8 O2 u, {voting rights will become effective again and so on from time to time. `5 N2 r+ v" e# X( J! @& R
S-63 [8 L7 L; V) O, j1 c
Priority: The preferred shares of each series of the Bank will rank on a parity with5 l' p; P3 F& X% z @; S$ ]" F
every other series and are entitled to preference over the common shares of
; `; \& J5 b! B6 w. j- h3 G2 Lthe Bank and over any other shares of the Bank ranking junior to the
+ N- \2 d* d0 E1 n# Q/ n, Opreferred shares with respect to the payment of dividends and upon any
8 t' {8 Y0 A. F7 U) A0 v F' sdistribution of assets in the event of the liquidation, dissolution or
4 N: V7 M w% j# j7 U7 o2 k! g' }& Iwinding-up of the Bank./ t7 k7 C: v$ @ ^
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
% W {- L; h: R. G, V0 d' D/ R' WDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares5 O, | B8 ]1 c. f' u* e* _6 a: h
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
* A( t# K3 p9 q, \- K( K6 i5 o6 s& odividends received on such shares under Part IV.1 of such Act. |
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