 鲜花( 26)  鸡蛋( 0)
|

楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的:
+ S4 F2 c {% j3 S \2 ASUMMARY OF THE OFFERING
5 a* y: Q7 e2 E. W# M5 t& ^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’’.* D" Z8 X# x7 U) Q5 Q9 }4 J
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
* r# S; o' O3 g1 [Amount: $150,000,000 (6,000,000 shares).: W. q/ }, d, C# j% f8 L
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
# N3 W$ _& B; z6 r+ UPrincipal Characteristics of the Preferred Shares Series 18
. ?) S& i! {" `- }9 y! x" p+ yDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
- S7 F5 H+ p- unon-cumulative preferential cash dividends, as and when declared by the
1 {- J' T* D3 m ZBoard of Directors, subject to the provisions of the Bank Act, for the initial
) L% R- \" E- Z% v9 u+ N9 h$ dperiod commencing on the closing date and ending on and including
( j0 W7 ?- {) g/ pFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
5 u/ s) S& K8 z% K0 U25th day of February, May, August and November in each year, at a rate
$ o0 @3 E {. J- x2 N# v6 K! ]equal to $0.40625 per share. The initial dividend, if declared, will be payable2 u* P1 ~, |+ f5 ?, _5 A) a4 f# m' u
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
$ I7 I' ?3 I" ^7 Pdate of December 11, 2008.
: ?! j3 g t I+ y( Y% m& l1 L5 \For each five-year period after the Initial Fixed Rate Period (each, a
5 K( x7 ~3 D6 P% \9 M- ^/ M: h‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
0 L8 F8 a; m4 g! j% B6 w- oSeries 18 will be entitled to receive fixed non-cumulative preferential cash& o. J3 u( M& s2 A t
dividends, as and when declared by the Board of Directors, subject to the) W8 F4 q$ m3 U% O$ S/ |
provisions of the Bank Act, payable quarterly on the 25th day of February,% o6 ?1 p7 T n5 l
May, August and November in each year, in the amount per share per annum
F! I' s* F& g9 i* W, W2 {determined by multiplying the Annual Fixed Dividend Rate applicable to& x" [0 Y( F: `0 p
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend% q; _. H, U. D q& O0 }5 O$ F
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
e5 X8 i$ P( D/ ]+ R0 u+ mBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day/ h: o3 B6 y8 P; N
of such Subsequent Fixed Rate Period and will be equal to the sum of the+ x! K5 @2 P( y2 K, P
Government of Canada Yield on the applicable Fixed Rate Calculation Date5 P) @ A% C: `. v4 ?9 s; D
plus 3.83%.
8 m4 j+ |$ S/ Q) ?9 \* \$ ]" iIf the Board of Directors does not declare a dividend, or any part thereof, on
1 ]* B: i. X; W- \0 w' ]" B% Q2 a Tthe Preferred Shares Series 18 on or before the dividend payment date for a& |1 t2 A7 B: {0 A3 f
particular quarter, then the entitlement of the holders of the Preferred/ G' @% v" w% d8 w# `, ~
Shares Series 18 to receive such dividend, or to any part thereof, for such
! r: p/ D. C% D, M$ Fquarter will be forever extinguished.
8 J9 o) c( E9 W. I" ORedemption: Subject to the provisions of the Bank Act and to the prior consent of the: t6 n, }/ b- _( X0 R6 [/ Z! ^
Superintendent and to the provisions described below under ‘‘Details of the
' I0 I2 _0 ^; J2 Z% @+ ?& i3 hOffering — Certain Provisions of the Preferred Shares Series 18 as a
9 f) v/ r4 z& b& o. p0 u1 W% ASeries — Restrictions on Dividends and Retirement of Shares’’, on4 {4 z' ]8 F; ^$ O( P3 g3 w
February 25, 2014 and on February 25 every five years thereafter, on not
- E' ?0 T' k- i. @; Q* W- Qmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
! l' |$ W- o6 X( c+ M" Mpart of the then outstanding Preferred Shares Series 18, at the Bank’s option4 s) n6 x2 O" {) z$ V$ b
without the consent of the holder, by the payment of an amount in cash for
$ K$ s! {4 O+ B0 j8 ~$ Q e8 Meach such share so redeemed of $25.00 together with all declared and unpaid
) ]4 Q3 v- F2 xdividends to the date fixed for redemption.! _2 B9 i) ?8 ^9 z* Y x0 {- R
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic- b7 G2 N+ g; K
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have/ G1 Y! X6 K* i/ K9 {& P k0 j
the right, at their option, to convert, on February 25, 2014 and on0 @6 y$ u! L* K- P/ y) X2 n- y( D
S-4
2 {& x+ e1 i3 i S- n- yFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
+ ^7 X" P- r* }8 C- sor all of their Preferred Shares Series 18 into an equal number of Preferred
9 b D1 R; I# w" P. @: ~) pShares Series 19 upon giving to the Bank notice thereof not earlier than
* G0 A3 c$ {9 h. R30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
- @ r! q, L- b8 \# I; B5 _% j3 Ipreceding, a Series 18 Conversion Date.
3 Z; p& @6 U, [# cAutomatic Conversion If the Bank determines, after having taken into account all shares tendered4 m# P2 F" o# ]3 N* _- L; h1 ~" n
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
: D4 H1 ^7 e i0 a/ E# XSeries 19, as the case may be, that there would be outstanding on such
7 H: ?( H S, O' ~8 k1 {Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,* \+ H3 \. P% V! `% |3 d& c+ R" |
such remaining number of Preferred Shares Series 18 will automatically be
0 J5 `) U0 w$ }$ q/ q tconverted on such Series 18 Conversion Date into an equal number of
4 I) k+ K2 g( \( KPreferred Shares Series 19. Additionally, if the Bank determines that, after
8 d& ]! {7 u3 g+ g \# \conversion, there would be outstanding on such Series 18 Conversion Date0 S4 c/ ]- {, N2 F
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares/ g8 c" P* U* s b' V
Series 18 will be converted into Preferred Shares Series 19.4 N: j& U( f, B& i" X4 z1 a2 ]( c
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
3 z E: }+ U9 ISeries 18 will not be entitled as such to receive notice of, attend, or vote at,2 @: h4 x1 a% Y
any meeting of the shareholders of the Bank unless and until the first time at$ T6 F4 i' v6 z7 F: O$ z
which the Board of Directors has not declared the whole dividend on the
% b$ q; S5 v% [* D0 p6 o. rPreferred Shares Series 18 in any quarter. In that event, subject as
M: p! e' S0 b/ v+ o! }9 Y. Mhereinafter provided, the holders of Preferred Shares Series 18 will be/ `& p2 T+ x5 q: u' w9 ^% Z
entitled to receive notice of, and to attend, meetings of shareholders at which b' E) q# t# a1 b& m2 i
directors of the Bank are to be elected and will be entitled to one vote for: r# a0 p/ l- g6 i2 V
each Preferred Share Series 18 held. The voting rights of the holders of the
2 e6 ?3 v) I$ E+ y3 iPreferred Shares Series 18 will forthwith cease upon payment by the Bank of3 o( G1 }8 | m5 L: N) U
the first dividend on the Preferred Shares Series 18 to which the holders are- f$ g) S8 w; L- w5 ]6 w \
entitled thereunder subsequent to the time such voting rights first arose until+ I {2 t) S$ o. r
such time as the Bank may again fail to declare the whole dividend on the% m0 x; _8 S& h5 l3 U
Preferred Shares Series 18 in respect of any quarter, in which event such, P A& ^- s5 S# H- S
voting rights will become effective again and so on from time to time.
- ~2 ~2 a' i2 y8 X' P9 FPrincipal Characteristics of the Preferred Shares Series 19
* s0 r! `: [, Z2 m: j" n& d9 E3 p6 _. IDividends: The holders of the Preferred Shares Series 19 will be entitled to receive" D* m. f7 u) V/ | P* s) @$ J
floating rate non-cumulative preferential cash dividends, as and when/ Y [# y+ b- }1 c1 o+ L ^ v4 G6 R
declared by the Board of Directors, subject to the provisions of the Bank Act,
% a# Q& U1 `/ g9 Opayable quarterly on the 25th day of February, May, August and November
! g- Q g j. U4 b6 W1 m! h5 Kin each year, in the amount per share determined by multiplying the
" d0 |! w5 K. e8 ^5 T8 _applicable Quarterly Floating Dividend Rate by $25.00.6 q: ?+ n8 r% n/ L1 @( I
On the 30th day prior to the commencement of the initial quarterly dividend
5 i) \; k) d% C2 |8 |2 Operiod beginning on February 25, 2014, and on the 30th day prior to the first
- [9 P0 e+ s! M) y( mday of each subsequent quarterly dividend period (the initial quarterly: u& s2 [2 s/ L; w
dividend period and each subsequent quarterly dividend period is referred to
0 m, K! |% U- H- eas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
5 f. y! t$ I% d nQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
9 e' ^: U' X- d, lPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
' I/ M0 W8 I: j" u' T9 ]% FT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days& n5 J$ f2 y; K( Z, \5 _/ A
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
9 r" r. U9 o/ M- \. Y# A) H$ }6 Ldetermined on the 30th day prior to the first day of the applicable Quarterly
0 T8 v% M+ F8 W- \Floating Rate Period.
! `$ i4 F6 D/ iS-52 h2 ~1 R7 k/ F$ C3 r0 l, N8 Q
If the Board of Directors does not declare a dividend, or any part thereof, on8 T5 g3 ^7 ~! Z% a; W+ B" K! e. h. D, T
the Preferred Shares Series 19 on or before the dividend payment date for a
5 B7 R) s' g) y$ H, z$ { x( Pparticular quarter, then the entitlement of the holders of the Preferred6 O4 i: k7 p4 v- M7 Q( Y
Shares Series 19 to receive such dividend, or to any part thereof, for such
& i! \; C0 O( Lquarter will be forever extinguished.
5 B8 A% b# S: K1 y nRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
8 g# i9 a/ \& ZSuperintendent and to the provisions described below under the heading! `5 W2 @1 J: ^* O+ Y
‘‘Details of the Offering — Certain Provisions of the Preferred Shares3 i7 v8 O- f+ M5 j' o
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
Q) t, `. h3 u: o0 M$ P1 uon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
2 ]( [9 y) t) |% x) ror any part of the then outstanding Preferred Shares Series 19, at the Bank’s& _. [' ~3 Y u+ b8 F
option without the consent of the holder, by the payment of an amount in
0 P5 ~5 L7 d- ~cash for each such share so redeemed of (i) $25.00 together with all declared
) g+ E# i7 I% r0 a Wand unpaid dividends to the date fixed for redemption in the case of
! i- j9 Z4 x0 `redemptions on February 25, 2019 and on February 25 every five years. N/ L# a2 b: X; J" E
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
! h4 Y$ d& I) a8 I+ o0 S1 A+ Jthe date fixed for redemption in the case of redemptions on any other date" J' r' }; F/ L" t& F% C, I6 w
on or after February 25, 2014.+ J5 ]' v1 z" N" O4 F
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic# ` d: y2 E1 x: b" g" V/ G) i* e
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have6 |* N5 G% S% n) N/ G& z* R
the right, at their option, to convert, on February 25, 2019 and on! ^, m9 N2 g; n2 C* o
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
( C8 [# k- u* h: O" x! {( ]or all of their Preferred Shares Series 19 into an equal number of Preferred
/ y$ W3 `$ U+ c' V# KShares Series 18 upon giving to the Bank written notice thereof not earlier
: ]0 X7 E4 x2 ?than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
/ x1 ?+ z ^, ~- A9 o15th day preceding, a Series 19 Conversion Date.
! l+ c5 z# J& t# c4 j9 m' _Automatic Conversion If the Bank determines, after having taken into account all shares tendered$ }- w! ~% J+ G/ E n3 S3 ^& K
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares% @6 m \% X" P1 D
Series 18, as the case may be, that there would be outstanding on such5 a# p5 d7 J0 l
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,- \& R& u+ y- t+ n) R q
such remaining number of Preferred Shares Series 19 will automatically be/ R$ ^2 k S% {+ Z$ H
converted on such Series 19 Conversion Date into an equal number of) E# Q" Q* o7 ]
Preferred Shares Series 18. Additionally, if the Bank determines that, after
: J3 `/ P5 i/ F4 }conversion, there would be outstanding on such Series 19 Conversion Date
- q* Y7 F) e! c$ g# s2 \3 cless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares' R6 k" P" O( c3 b K
Series 19 will be converted into Preferred Shares Series 18.
`5 C }* [+ W8 `5 u) x; YVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares9 U7 \$ j* ]$ |" M7 Z
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
5 }6 ?& I5 b$ \1 Aany meeting of the shareholders of the Bank unless and until the first time at/ L0 Q1 s0 J' ?
which the Board of Directors has not declared the whole dividend on the+ d9 l2 |# q6 `
Preferred Shares Series 19 in any quarter. In that event, subject as
: e" \+ F9 @" {, ^) K5 q$ v5 shereinafter provided, the holders of Preferred Shares Series 19 will be% u7 d3 a1 w+ M* G$ x9 r. I
entitled to receive notice of, and to attend, meetings of shareholders at which
9 u1 u- m9 r; }directors of the Bank are to be elected and will be entitled to one vote for
( \5 L! J! f* Z* R( Seach Preferred Share Series 19 held. The voting rights of the holders of the
- \: L, d% n7 y& y# X9 bPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
; w d! m* t& Z+ n3 {+ E/ V' ~7 q4 e! ethe first dividend on the Preferred Shares Series 19 to which the holders are
- m, Q, ^# B1 r8 j1 kentitled thereunder subsequent to the time such voting rights first arose until
- ^+ ^- Y" `/ y: \# c+ K9 Jsuch time as the Bank may again fail to declare the whole dividend on the8 a" k0 P% Z4 S0 p& C
Preferred Shares Series 19 in respect of any quarter, in which event such% A% O* l) s. b8 @) \2 I
voting rights will become effective again and so on from time to time.
k# h( N- T( c) I9 j, AS-6
' J- m0 K1 R/ h8 Q7 X, ^Priority: The preferred shares of each series of the Bank will rank on a parity with
! G1 G( b4 a, q2 gevery other series and are entitled to preference over the common shares of
/ y/ S6 U9 { }8 p. a& }) k7 uthe Bank and over any other shares of the Bank ranking junior to the: K: A" M% C4 _' ~
preferred shares with respect to the payment of dividends and upon any
+ @1 }- L4 o: Q5 t# sdistribution of assets in the event of the liquidation, dissolution or, S9 [" C2 r& |; E/ D5 z
winding-up of the Bank.4 @- S1 [. y" Y, C+ ]/ C/ `( q
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
/ C1 J( f0 n9 l! IDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares+ q2 }* L4 _1 Z# D- A; C( f R
Series 18 and Preferred Shares Series 19 will not be required to pay tax on, ?: C4 _, F. \6 `" v
dividends received on such shares under Part IV.1 of such Act. |
|