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发表于 2008-11-29 16:58
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下面是BMO的:, [! U3 X7 b: [+ M0 D" h
SUMMARY OF THE OFFERING
! q1 y- Z! @* qThis 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’’.
8 |3 [, X* D5 RIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.1 `" p8 n1 H) g! K# N( ]; g
Amount: $150,000,000 (6,000,000 shares).5 N, C; ]6 k4 Z: e* o
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
, F" L: M$ i, N. r; u( dPrincipal Characteristics of the Preferred Shares Series 18
6 \* J9 X9 @" ?: o) o* C$ T& L y- nDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
, u% ]$ l' C! j( Y' f Snon-cumulative preferential cash dividends, as and when declared by the
5 @3 n/ ^& ` {5 Q% o2 p/ v2 y- sBoard of Directors, subject to the provisions of the Bank Act, for the initial
: _0 M5 f8 i& F+ Z2 speriod commencing on the closing date and ending on and including
% B* ~+ S# V6 c9 o& F! ?/ ]February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
# r( i0 E0 r2 }% V' M$ @/ T! Y( A25th day of February, May, August and November in each year, at a rate
1 ^. B! i Z: J" D2 q, S2 r& fequal to $0.40625 per share. The initial dividend, if declared, will be payable$ X; E# |5 L$ L' \# O r+ f
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing0 ?9 G- d" N/ P; f9 z5 P% d- S
date of December 11, 2008.+ U1 u( e" V9 m$ D
For each five-year period after the Initial Fixed Rate Period (each, a, s; y9 ^9 ?* R2 Y( e
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
' p+ ]# i+ f8 m x2 X6 D _0 NSeries 18 will be entitled to receive fixed non-cumulative preferential cash7 {. a- h8 n9 f% X' [+ `
dividends, as and when declared by the Board of Directors, subject to the5 \- K. V0 u8 F* r. E7 @& \! v3 t' f9 s0 V
provisions of the Bank Act, payable quarterly on the 25th day of February,3 r8 J$ Y; d% {
May, August and November in each year, in the amount per share per annum
3 s& a+ A3 l8 T7 ~: hdetermined by multiplying the Annual Fixed Dividend Rate applicable to$ `* L# R K. z, p
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
5 v; N; K! R; NRate for the ensuing Subsequent Fixed Rate Period will be determined by the
4 [3 d, o1 N6 y3 F3 RBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day3 z6 w6 G4 Q7 i I: @; R
of such Subsequent Fixed Rate Period and will be equal to the sum of the( p5 o/ S6 M0 ] h* o3 L
Government of Canada Yield on the applicable Fixed Rate Calculation Date$ v2 k( o3 A' e" ?7 g, R3 M6 g
plus 3.83%.
" {8 M8 {% r- D/ z6 w8 VIf the Board of Directors does not declare a dividend, or any part thereof, on
6 H" G% s/ g& a5 S3 o4 D+ lthe Preferred Shares Series 18 on or before the dividend payment date for a# O/ C0 C% I! W0 ?, u. |; R6 q. C6 Y: A
particular quarter, then the entitlement of the holders of the Preferred
+ ~' @% e6 \, T/ w) qShares Series 18 to receive such dividend, or to any part thereof, for such1 L/ M D7 J: _& {9 R& k
quarter will be forever extinguished.
. D' ^5 \+ M+ X+ s* uRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
; L$ C; } x2 }0 FSuperintendent and to the provisions described below under ‘‘Details of the: X0 E0 v [$ u# G3 B+ p3 @3 k9 ?( L
Offering — Certain Provisions of the Preferred Shares Series 18 as a
* F# F; l7 R, Y1 _Series — Restrictions on Dividends and Retirement of Shares’’, on
D/ ?7 ^3 d2 I' cFebruary 25, 2014 and on February 25 every five years thereafter, on not3 }3 V' H% W! s" P c) _; x
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any1 U; _* M* p! v8 }$ c& L1 n
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
" y. d" M* G- I* b; l3 o( n7 @without the consent of the holder, by the payment of an amount in cash for9 d$ v- j8 C, R" [
each such share so redeemed of $25.00 together with all declared and unpaid
+ M7 X2 O. }7 B- E+ j9 Vdividends to the date fixed for redemption.
5 j) |, z+ D9 f0 {9 ]& JConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic5 u; y# D' k- a i, Y. T8 D4 l; Y
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have8 o: i" S7 C0 I! Q2 d# Y# r7 D
the right, at their option, to convert, on February 25, 2014 and on
8 N. W0 K% b0 u3 F' hS-4
; j3 `% Z: W# P, {1 aFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
- I- K0 F( C; }or all of their Preferred Shares Series 18 into an equal number of Preferred6 P& Q# N. W4 Q3 R: M* q
Shares Series 19 upon giving to the Bank notice thereof not earlier than
% H' W$ q' g" j3 n" ?30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
8 _+ K! h* t9 z% [+ i8 z9 L: qpreceding, a Series 18 Conversion Date.: m1 y' Q, b. T5 R- J( P
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
1 X, r( o; H5 d) DProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
4 W6 d8 g) C! B1 nSeries 19, as the case may be, that there would be outstanding on such
( Z. K, |& P) F$ h& S) \Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
( [/ p y+ h* h' Usuch remaining number of Preferred Shares Series 18 will automatically be
. j4 s- f& ]+ x0 ?( R: |- ^converted on such Series 18 Conversion Date into an equal number of6 p- @* t! m5 F3 |$ ?
Preferred Shares Series 19. Additionally, if the Bank determines that, after7 c) T: }; F8 k& g* p5 w
conversion, there would be outstanding on such Series 18 Conversion Date
' K s7 l0 ^3 L0 S# Xless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
- P' i. F; l# A. t8 f7 u: w' nSeries 18 will be converted into Preferred Shares Series 19.$ q8 B$ L4 w% e+ r8 `8 m
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares$ @1 j1 @( N, }: M
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
' D4 J3 t' |6 g. C7 D/ Oany meeting of the shareholders of the Bank unless and until the first time at
# _ v3 K4 C. Fwhich the Board of Directors has not declared the whole dividend on the
. \5 s7 c5 T; u* U8 K! aPreferred Shares Series 18 in any quarter. In that event, subject as
( u# l* a, v0 C* d; Q" Uhereinafter provided, the holders of Preferred Shares Series 18 will be
p. ^) l0 j1 V9 @* jentitled to receive notice of, and to attend, meetings of shareholders at which
/ e3 l: M0 l# e, z E8 I" h5 F8 Wdirectors of the Bank are to be elected and will be entitled to one vote for
( H; r }+ h; \each Preferred Share Series 18 held. The voting rights of the holders of the
5 B6 Y6 M" J! J+ W4 I; }6 pPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
' s7 y: S0 [/ W, h: Uthe first dividend on the Preferred Shares Series 18 to which the holders are
y0 V, {& o4 ~entitled thereunder subsequent to the time such voting rights first arose until1 V. V% H8 n0 V; k
such time as the Bank may again fail to declare the whole dividend on the
" h9 I7 J5 U) Z+ Z% H; Y3 |' v: DPreferred Shares Series 18 in respect of any quarter, in which event such- W9 Q& X& F) z" t
voting rights will become effective again and so on from time to time.3 e( ]6 j4 ^# E0 ^
Principal Characteristics of the Preferred Shares Series 19
0 @$ D w( J- _$ h0 z% G1 \7 M- V+ uDividends: The holders of the Preferred Shares Series 19 will be entitled to receive" x9 ]! P$ C- d8 I- g
floating rate non-cumulative preferential cash dividends, as and when* O# I+ s. h! | F/ V/ M
declared by the Board of Directors, subject to the provisions of the Bank Act,
q5 o5 V5 }; a) o, Q ypayable quarterly on the 25th day of February, May, August and November+ m1 l& P ]2 V. d
in each year, in the amount per share determined by multiplying the
: }& I9 O6 O9 M- eapplicable Quarterly Floating Dividend Rate by $25.00.$ d" j2 R+ [. A1 @# ^
On the 30th day prior to the commencement of the initial quarterly dividend2 j, P/ O. Z" c$ V
period beginning on February 25, 2014, and on the 30th day prior to the first" n6 d* o2 K8 Y0 e
day of each subsequent quarterly dividend period (the initial quarterly
6 E) ^2 {0 ]& t; r$ _; idividend period and each subsequent quarterly dividend period is referred to
5 D/ G" h. o9 has a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
5 B/ D. q" v, [Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate6 f- J; d3 O) _2 c5 n8 `
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the9 N# \# G9 V! N
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days9 W- _! P! k- [ `* c Q
elapsed in the applicable Quarterly Floating Rate Period divided by 365)$ b% |0 j% b. U$ J. c2 o
determined on the 30th day prior to the first day of the applicable Quarterly
- @# d) X( K. K- ?# n3 V' TFloating Rate Period.
* |7 r5 A8 N" j4 MS-53 I$ z& Q: ?6 S3 ?( ?
If the Board of Directors does not declare a dividend, or any part thereof, on. o- I: Y: G" o7 J' l
the Preferred Shares Series 19 on or before the dividend payment date for a6 u2 i; K/ r, { o7 X
particular quarter, then the entitlement of the holders of the Preferred$ n, a$ }8 i3 u. m9 B$ u2 g* y' K
Shares Series 19 to receive such dividend, or to any part thereof, for such
! n6 k2 ]; A& {# e& }* B) s2 ~quarter will be forever extinguished.
% `& M2 P2 Z- j- Y: rRedemption: Subject to the provisions of the Bank Act and to the prior consent of the: E, E8 r) V* |: ]* z/ R
Superintendent and to the provisions described below under the heading
( ~' ]; h9 y5 t' Y& k. P‘‘Details of the Offering — Certain Provisions of the Preferred Shares
. A) e* |7 ^3 m8 }+ QSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
, t- Q f) o/ Z6 ?# o Won not more than 60 nor less than 30 days’ notice, the Bank may redeem all
% q% Z5 b! Y# Por any part of the then outstanding Preferred Shares Series 19, at the Bank’s
- h, e6 g4 S$ B9 f: Z) Q" h: Poption without the consent of the holder, by the payment of an amount in
, i& z6 ^# Z" x* m6 T/ F' x! [: Ocash for each such share so redeemed of (i) $25.00 together with all declared
/ L/ \ X$ Y0 Aand unpaid dividends to the date fixed for redemption in the case of4 [" q/ ?# N, [7 g; Q
redemptions on February 25, 2019 and on February 25 every five years
4 W- Y) C( w' b5 B5 P" ^thereafter, or (ii) $25.50 together with all declared and unpaid dividends to* {; d* _0 W( {2 [
the date fixed for redemption in the case of redemptions on any other date; D- J9 n' {- w: B
on or after February 25, 2014.! o4 @8 ] Y, |' ]& k5 k6 f3 f1 |
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
) M1 R! H2 m( mShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
, k, v! J0 t5 \. f/ E1 Q# dthe right, at their option, to convert, on February 25, 2019 and on9 q8 T% e9 q2 ~4 Q
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
4 o7 ~# U' y$ w" S* Y( lor all of their Preferred Shares Series 19 into an equal number of Preferred8 U& Q0 q/ r4 `+ i) `
Shares Series 18 upon giving to the Bank written notice thereof not earlier3 V0 }8 D! u; d7 V- _; @ d$ q9 i( i
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the+ \' ^. Q6 o& V1 i
15th day preceding, a Series 19 Conversion Date.' V, X( \' c- {1 I( d4 b0 `
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
4 B, Y9 f8 j7 r3 i/ |# r) g# c$ nProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares( q9 [, m+ Z) K1 C
Series 18, as the case may be, that there would be outstanding on such
/ e' t# E$ m; ]$ ESeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
$ \; O( i8 \5 E, O, u5 ~such remaining number of Preferred Shares Series 19 will automatically be
( @% T K7 U5 ~' [) ?- Aconverted on such Series 19 Conversion Date into an equal number of
2 y/ r: q. p9 d4 ] P& XPreferred Shares Series 18. Additionally, if the Bank determines that, after
0 C( T+ e8 B& f; Y4 W" [9 h/ tconversion, there would be outstanding on such Series 19 Conversion Date
3 [' } [/ ^6 U- \9 Hless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
: k* e. q0 z- v X) `& ~1 OSeries 19 will be converted into Preferred Shares Series 18.# Q+ b4 ^) q/ {6 I
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
4 f w' J6 a6 Z, |Series 19 will not be entitled as such to receive notice of, attend, or vote at,- W! ~. O& P7 c6 f- ^6 u3 h
any meeting of the shareholders of the Bank unless and until the first time at
; x+ _1 y" j; ]2 C xwhich the Board of Directors has not declared the whole dividend on the0 ^- z: {( J+ b4 U
Preferred Shares Series 19 in any quarter. In that event, subject as
+ Z- j# X* {) U) i* ohereinafter provided, the holders of Preferred Shares Series 19 will be
" ], }* j# e% ?! q3 o. o' Jentitled to receive notice of, and to attend, meetings of shareholders at which8 ?1 @/ a) A" F+ |: o3 a4 A
directors of the Bank are to be elected and will be entitled to one vote for0 Z. F# a# [! m8 N! d) _) k6 x5 @, C
each Preferred Share Series 19 held. The voting rights of the holders of the
; }9 t0 H6 ~) W5 v% T9 G' q* jPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
3 w: q" B/ H1 D7 u& Nthe first dividend on the Preferred Shares Series 19 to which the holders are- y( x, f4 [0 \; z, s h8 R
entitled thereunder subsequent to the time such voting rights first arose until9 b2 N: w: A! d' E8 G4 G* E3 @
such time as the Bank may again fail to declare the whole dividend on the
; x; I6 T9 O. O0 UPreferred Shares Series 19 in respect of any quarter, in which event such' b) L0 k. w0 n# b
voting rights will become effective again and so on from time to time.; w* ]( E3 L; B* x' r
S-6
) P6 O+ }/ {& K9 _2 b- PPriority: The preferred shares of each series of the Bank will rank on a parity with8 ~. a6 m8 k, \
every other series and are entitled to preference over the common shares of( T! a, O6 w1 n& f" W4 M3 C( s
the Bank and over any other shares of the Bank ranking junior to the
% D$ d- q/ Q+ ?% tpreferred shares with respect to the payment of dividends and upon any5 _5 v3 A$ L* `; l% {/ ~
distribution of assets in the event of the liquidation, dissolution or5 j, V6 Q( Y; r F T
winding-up of the Bank.9 I) ]" n8 e5 O' K6 B5 ~$ m
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
$ [7 E( d4 ?. Z* GDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
" y6 m% p b8 }9 }) SSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
( ?; U: J" Y9 {' u' ydividends received on such shares under Part IV.1 of such Act. |
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