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发表于 2008-11-29 16:58
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下面是BMO的:
2 [6 d5 q) {- `SUMMARY OF THE OFFERING2 }9 s1 v+ J. Q$ Q- L6 m* }1 J* r
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’’.
2 n& j6 f( \) P1 a! ^* ^Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
9 h3 A# h) {( P2 O' m1 dAmount: $150,000,000 (6,000,000 shares).
, J9 R, _1 h# N @6 |4 E# gPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
c4 I8 x, ~. R1 H: gPrincipal Characteristics of the Preferred Shares Series 18. ^- y5 c' r& H0 J1 y; _* | q$ J
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
3 q0 v2 o ~. C- s' @1 i j/ J/ U7 qnon-cumulative preferential cash dividends, as and when declared by the5 i. Z1 o4 p. u$ O5 B
Board of Directors, subject to the provisions of the Bank Act, for the initial, ~" z4 [) b8 v; W( y- }2 A: @
period commencing on the closing date and ending on and including3 v* W/ j, v8 ~- l. R& `) r1 t
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
8 C6 j+ Z1 |6 Q2 L6 @25th day of February, May, August and November in each year, at a rate8 n- A C" Q9 i! f' O
equal to $0.40625 per share. The initial dividend, if declared, will be payable
5 ~0 w- ]/ [2 D7 AMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
2 S$ h% u H: Ddate of December 11, 2008.
# Z% F+ v% ?! rFor each five-year period after the Initial Fixed Rate Period (each, a
% Z5 w8 j5 I, y0 r" G! B‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
# p1 L0 O( S9 r/ B! {: W8 tSeries 18 will be entitled to receive fixed non-cumulative preferential cash+ S7 Q) U U& q* o; ~* d5 t
dividends, as and when declared by the Board of Directors, subject to the8 P- S4 b& \& `0 q8 w
provisions of the Bank Act, payable quarterly on the 25th day of February," d9 l1 W$ i9 v9 x C+ a* Z
May, August and November in each year, in the amount per share per annum
* G+ h; R9 g" q; rdetermined by multiplying the Annual Fixed Dividend Rate applicable to8 L" j% e( E" `/ _2 e7 D) u% v" n
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
% V' w. ?# D) H* y- SRate for the ensuing Subsequent Fixed Rate Period will be determined by the" E9 c; T2 C% C& q
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
8 F9 _+ c* ]- d# |, u4 J% u0 ~0 Gof such Subsequent Fixed Rate Period and will be equal to the sum of the W1 K* k: x# U- c A- C- t" F7 O
Government of Canada Yield on the applicable Fixed Rate Calculation Date
! `+ Q! W/ ^# h: P' l1 l! b5 ^plus 3.83%.
+ Y( x% S! g: r, U, ~4 W" `If the Board of Directors does not declare a dividend, or any part thereof, on
; @# l. a; y' D: \) h) B, Z- xthe Preferred Shares Series 18 on or before the dividend payment date for a
1 _; b# u7 @( @ N0 M9 v# \. K6 X' fparticular quarter, then the entitlement of the holders of the Preferred
6 p* Z8 e1 v) cShares Series 18 to receive such dividend, or to any part thereof, for such
/ [! C. e$ }/ C( D: B7 W& zquarter will be forever extinguished.
; f+ i! S$ x# u0 F TRedemption: Subject to the provisions of the Bank Act and to the prior consent of the8 u( G1 F& m# M" }; [
Superintendent and to the provisions described below under ‘‘Details of the2 S0 F5 R+ a+ b/ W1 H
Offering — Certain Provisions of the Preferred Shares Series 18 as a
' X. I( H9 X# |+ d! }Series — Restrictions on Dividends and Retirement of Shares’’, on
8 a8 J* M$ ~7 C# j/ tFebruary 25, 2014 and on February 25 every five years thereafter, on not: _$ V2 F% z6 r8 ?/ u y
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
: x9 |6 |+ q; z* N( I% Upart of the then outstanding Preferred Shares Series 18, at the Bank’s option8 L% \3 u3 L; N: B1 p+ r
without the consent of the holder, by the payment of an amount in cash for
+ h& Z+ r# C9 O2 o; ^( L1 [each such share so redeemed of $25.00 together with all declared and unpaid
: ]% H+ p& ~) |4 T3 Bdividends to the date fixed for redemption.
+ A7 M" E C6 u& zConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
; m3 M+ v9 Q) {Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
1 S1 L; T+ l. c2 k* j+ r uthe right, at their option, to convert, on February 25, 2014 and on9 p4 o# w, H f {/ I: w& _) L
S-4# ^+ b0 H3 j( D5 D
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
9 T& C9 ^3 d2 |% a. eor all of their Preferred Shares Series 18 into an equal number of Preferred1 \* W: A' t. I* {# o
Shares Series 19 upon giving to the Bank notice thereof not earlier than2 l: Z3 m1 \ d( z. t7 W& ?3 v
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
# ?4 G# D, t# u: L: fpreceding, a Series 18 Conversion Date.
7 Z8 q. u' b/ I& \; w8 K0 qAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
/ J* }# {% H+ f- z! KProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
4 H. s9 U( f& Z A+ fSeries 19, as the case may be, that there would be outstanding on such
) t$ m' f! R) W F X+ XSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,2 Y0 [0 p* u1 q8 O2 N
such remaining number of Preferred Shares Series 18 will automatically be
+ Z: v3 Q( m& o# k. _3 j' Vconverted on such Series 18 Conversion Date into an equal number of y, W8 n3 h5 T/ f2 b g
Preferred Shares Series 19. Additionally, if the Bank determines that, after/ H# M& e S# F7 l$ o3 g& X0 ~+ G
conversion, there would be outstanding on such Series 18 Conversion Date ]7 z2 [" D9 E) {
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares5 M! |2 ]2 Y4 H4 ~3 g9 Z' W
Series 18 will be converted into Preferred Shares Series 19./ `4 }1 j) e( M; {
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 J8 e( j9 \6 x. g, \" ySeries 18 will not be entitled as such to receive notice of, attend, or vote at,5 L7 A2 W5 `6 o
any meeting of the shareholders of the Bank unless and until the first time at
" K& C* e9 X/ A) P1 l9 ?which the Board of Directors has not declared the whole dividend on the* e2 {7 k* K( Y; ^9 {0 w0 D
Preferred Shares Series 18 in any quarter. In that event, subject as
3 v. n" \, k3 l. s, \hereinafter provided, the holders of Preferred Shares Series 18 will be
5 Q0 l% h$ e: N0 c V( g) Bentitled to receive notice of, and to attend, meetings of shareholders at which( b, H2 F! P: A; z
directors of the Bank are to be elected and will be entitled to one vote for
0 b2 C5 j1 o3 K( v$ Jeach Preferred Share Series 18 held. The voting rights of the holders of the
% a* o% D8 \/ k8 x3 O# ^8 sPreferred Shares Series 18 will forthwith cease upon payment by the Bank of8 e3 Y9 ^& N8 t: B
the first dividend on the Preferred Shares Series 18 to which the holders are& P+ Q% B" N7 |
entitled thereunder subsequent to the time such voting rights first arose until
( v) n3 N2 j, ~2 J8 Qsuch time as the Bank may again fail to declare the whole dividend on the
8 b4 F( d9 }6 G8 A, ~Preferred Shares Series 18 in respect of any quarter, in which event such
1 A, o5 \- L7 z6 t; w' cvoting rights will become effective again and so on from time to time.
( W2 j3 a% c6 FPrincipal Characteristics of the Preferred Shares Series 19
9 M1 i. O, A: j" _+ Y7 q5 q' jDividends: The holders of the Preferred Shares Series 19 will be entitled to receive+ S5 F9 ~9 h$ n1 i5 D% J! a
floating rate non-cumulative preferential cash dividends, as and when& O9 V& G7 }7 U9 W, ?: M2 Q! o
declared by the Board of Directors, subject to the provisions of the Bank Act,
$ q: Q7 m0 c3 Xpayable quarterly on the 25th day of February, May, August and November, |- K/ W! y8 d+ L1 d
in each year, in the amount per share determined by multiplying the/ k D% A4 c0 {5 {3 P/ j! w ^9 z
applicable Quarterly Floating Dividend Rate by $25.00.
$ U; n0 q# r7 ^On the 30th day prior to the commencement of the initial quarterly dividend9 u1 ]9 @& y B: |
period beginning on February 25, 2014, and on the 30th day prior to the first- A. H. M; V* F7 z& U( Z+ J
day of each subsequent quarterly dividend period (the initial quarterly9 p/ ?" c/ }/ s" n
dividend period and each subsequent quarterly dividend period is referred to
, v! b# c, s: ` j) Kas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the$ t# \ t- A# Y% Q% N* m B; p
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate, Y* T, q2 [2 U
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
7 M- @1 g9 S. r$ H9 lT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days( X6 }! V# S; D4 R1 V
elapsed in the applicable Quarterly Floating Rate Period divided by 365)6 e( E) \1 ]$ y- ^/ d5 G' T
determined on the 30th day prior to the first day of the applicable Quarterly# P5 k4 A% I6 j9 ^
Floating Rate Period.
" r* ]: C* c& E. F/ Q- uS-5 }% ]. a8 t3 o% Y6 S
If the Board of Directors does not declare a dividend, or any part thereof, on
4 S8 w' j( D# l# A# p( u7 mthe Preferred Shares Series 19 on or before the dividend payment date for a
' A! y" n$ F' U3 ^: W: q: rparticular quarter, then the entitlement of the holders of the Preferred* F) i- { l) Q' Q9 s
Shares Series 19 to receive such dividend, or to any part thereof, for such
/ |$ ?7 I, T. T4 c* v7 D3 M7 Pquarter will be forever extinguished.8 o3 \8 Y& ?) Y
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the P2 z ]1 a+ G/ B. U* G& I
Superintendent and to the provisions described below under the heading
$ h/ Z6 J6 e! j4 t) ?% {2 f0 X‘‘Details of the Offering — Certain Provisions of the Preferred Shares
# ` O- ]' W1 R1 J0 uSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
0 Z ]# c% `/ @* \+ J, z& h4 Zon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
; p( k4 l8 C* `$ x/ }or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
$ o; Z3 p, r; ]" Toption without the consent of the holder, by the payment of an amount in8 H# s: T( c4 ?2 B, Z, \0 J
cash for each such share so redeemed of (i) $25.00 together with all declared
$ Q2 h& ~, t8 E" v/ fand unpaid dividends to the date fixed for redemption in the case of) C9 z4 Q; @$ W4 Q1 p! `
redemptions on February 25, 2019 and on February 25 every five years c t3 o- f/ B% k- k; J
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to! }; `* o- h, B
the date fixed for redemption in the case of redemptions on any other date
6 A7 v1 c/ u7 M' O5 O$ P2 L! h Xon or after February 25, 2014.3 q3 t$ C9 O" U
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
4 J+ ^# u& {3 [; T( D M7 A( IShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
' ]5 Y/ \0 Y- ^$ ?0 Z# Dthe right, at their option, to convert, on February 25, 2019 and on
, I# V8 b2 B! D/ y' nFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any% ]0 J: p' X: l) i) D
or all of their Preferred Shares Series 19 into an equal number of Preferred6 @) L- q$ o# s1 }% g; v- G
Shares Series 18 upon giving to the Bank written notice thereof not earlier
% x% t9 X2 q* L) S, h$ l7 U( Ethan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the$ i9 E% X) C O& t
15th day preceding, a Series 19 Conversion Date.
/ c, X! M9 U1 N+ K& D+ RAutomatic Conversion If the Bank determines, after having taken into account all shares tendered8 X0 d! D. s2 L$ \! i2 f/ J3 c5 a
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
8 |( q# K' M8 G% HSeries 18, as the case may be, that there would be outstanding on such; e0 O! s+ n/ `$ z# A/ r/ T5 m
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
6 u+ n& K% O8 _2 jsuch remaining number of Preferred Shares Series 19 will automatically be
/ X: l! W; f' u- w' Lconverted on such Series 19 Conversion Date into an equal number of
) x/ }; b' p' K9 [$ {2 _' EPreferred Shares Series 18. Additionally, if the Bank determines that, after- z7 `6 L ?6 o( N+ J
conversion, there would be outstanding on such Series 19 Conversion Date" D9 E3 a9 m0 r e3 Q
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
- _3 i1 c* z! |2 ]2 ASeries 19 will be converted into Preferred Shares Series 18.
1 o* q, I/ n' d2 {Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares& e2 H5 E, L$ r, Z! o
Series 19 will not be entitled as such to receive notice of, attend, or vote at,$ b( i# i$ ^. ?- O1 q
any meeting of the shareholders of the Bank unless and until the first time at
5 y% O1 F* w# gwhich the Board of Directors has not declared the whole dividend on the
6 b" D+ V: l( c% w: Z- t- Q0 ^Preferred Shares Series 19 in any quarter. In that event, subject as
) E5 w- q- z! R+ ~& ehereinafter provided, the holders of Preferred Shares Series 19 will be
! X( y; ]' T Q5 q3 q; hentitled to receive notice of, and to attend, meetings of shareholders at which
% Z' T6 K! a" q4 S5 ?' o' |3 Ydirectors of the Bank are to be elected and will be entitled to one vote for4 q3 ]2 o$ c! G: A+ h5 T
each Preferred Share Series 19 held. The voting rights of the holders of the
2 Y% q+ [$ X5 H2 z$ JPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
6 D& |. O, h# C9 {! v. m$ Ythe first dividend on the Preferred Shares Series 19 to which the holders are& s( Y( m- G- [1 k) z! ?
entitled thereunder subsequent to the time such voting rights first arose until( b. v3 e& G4 x! [
such time as the Bank may again fail to declare the whole dividend on the
+ d2 Y! i P/ D6 t+ |- ?Preferred Shares Series 19 in respect of any quarter, in which event such
, Y$ \. t3 z+ o& F. E. ]) e* tvoting rights will become effective again and so on from time to time.% ^0 r3 Z% Z- }5 K
S-6$ E3 J4 ~' L2 j9 N
Priority: The preferred shares of each series of the Bank will rank on a parity with1 O2 [5 D0 x7 A. {% a# P3 H7 s
every other series and are entitled to preference over the common shares of
o+ H. {9 P6 u) f/ `3 r6 Xthe Bank and over any other shares of the Bank ranking junior to the
6 y5 g: f! Y) f9 O% Jpreferred shares with respect to the payment of dividends and upon any+ }( i& p% X% Y; O' k8 {% |
distribution of assets in the event of the liquidation, dissolution or$ x9 m6 e. y% V* X- v, |; V
winding-up of the Bank.
7 A6 D7 l" b+ N' `, t% J F& y# HTax on Preferred Share The Bank will elect, in the manner and within the time provided under9 E$ o( W" f4 S7 o, E5 F% E
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares" x1 Q x% O0 i* ~6 V
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
2 p ]7 j9 Y" W& T6 A1 Y/ t1 Fdividends received on such shares under Part IV.1 of such Act. |
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