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发表于 2008-11-29 16:58
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下面是BMO的:, r# m- L& n2 m# P3 b6 O- {: s
SUMMARY OF THE OFFERING4 v+ ^/ \" j! S: N: B- r+ M4 S
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’’.
# b7 W7 B p( R5 @5 KIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18./ L( y+ L3 n' r2 a. b) Y) T4 I
Amount: $150,000,000 (6,000,000 shares).! \- p$ j) X& m9 P) c8 @$ U& m
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
. i8 e# r6 Z8 q& @- S) ~' mPrincipal Characteristics of the Preferred Shares Series 18 A# E' M+ T# L! L8 ?1 D8 u
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
% h- k1 E- g8 ^" _. tnon-cumulative preferential cash dividends, as and when declared by the0 P( i5 M, ~+ K+ A) x: X! d
Board of Directors, subject to the provisions of the Bank Act, for the initial
4 ^- ^6 i3 P# f' u$ _$ J' o# kperiod commencing on the closing date and ending on and including
: B( ^) D- u9 y3 x+ _February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the e% V5 z% s6 ?( a. T8 ]0 m
25th day of February, May, August and November in each year, at a rate
. G, F9 h% `6 ?0 L8 r" t ~equal to $0.40625 per share. The initial dividend, if declared, will be payable
$ A6 W+ ~3 j7 L) VMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
' B1 V; G: [( `% e8 P& b, t l* ldate of December 11, 2008.
9 N# T4 r9 z9 O# L# GFor each five-year period after the Initial Fixed Rate Period (each, a2 `1 R" A( L. I5 c* d
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
5 o/ o9 ]* R% ^Series 18 will be entitled to receive fixed non-cumulative preferential cash' E1 t. n* |! [$ W) H- e1 k l
dividends, as and when declared by the Board of Directors, subject to the% E- r X& d3 |- m x
provisions of the Bank Act, payable quarterly on the 25th day of February,
7 b0 \6 w b0 l" v f" `1 ZMay, August and November in each year, in the amount per share per annum
z5 C2 x* a- ~8 m: Fdetermined by multiplying the Annual Fixed Dividend Rate applicable to( J. z' x2 @% n( B1 ?+ H9 H5 O
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend" V& J9 N5 h0 p/ u4 J& q, J
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
) S5 v+ q$ W6 j: oBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day' [& F+ X3 o/ ?( x" U! H G. l: }5 U
of such Subsequent Fixed Rate Period and will be equal to the sum of the
# O+ y/ L: R# l. _* H* zGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
$ B4 ?: Q, j- {# a Wplus 3.83%.
; L% J$ |4 L1 Z+ `1 I+ N" LIf the Board of Directors does not declare a dividend, or any part thereof, on
' y2 R6 I; w+ `. B5 ]the Preferred Shares Series 18 on or before the dividend payment date for a
" i# i. G" _/ w7 L; qparticular quarter, then the entitlement of the holders of the Preferred6 v4 W- `9 x5 P$ `; G6 _
Shares Series 18 to receive such dividend, or to any part thereof, for such
+ P+ Y2 n+ c$ V( L. ?$ B/ `1 xquarter will be forever extinguished.
; j' e- z+ O, e6 Z, FRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
; X; E# g+ D% ~* l. k5 PSuperintendent and to the provisions described below under ‘‘Details of the
% d2 `2 E- }% |5 wOffering — Certain Provisions of the Preferred Shares Series 18 as a5 g' c9 ]; Z2 v: r/ y& K5 B
Series — Restrictions on Dividends and Retirement of Shares’’, on' G% M# A& M0 r w+ w
February 25, 2014 and on February 25 every five years thereafter, on not
. {8 G- M2 R% y' ~7 w: e* o% }more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
$ @" g5 F0 L. A- x R$ Ipart of the then outstanding Preferred Shares Series 18, at the Bank’s option
% }8 ^4 m- W% fwithout the consent of the holder, by the payment of an amount in cash for
- l; h8 X* L$ X# leach such share so redeemed of $25.00 together with all declared and unpaid
t* p! j8 x; p6 Ddividends to the date fixed for redemption.1 }, N" v7 N! x
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic0 |, H5 o- u/ t) N+ u
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
/ J# q& G+ }4 i% H W$ Kthe right, at their option, to convert, on February 25, 2014 and on5 d/ }& k# b! T& U
S-4 ]' b- o9 W+ _3 ^- a! ^) ?
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any8 ]- p$ K8 C6 i2 T `& r' _! L
or all of their Preferred Shares Series 18 into an equal number of Preferred8 g* D2 ^& X( Y( l9 W
Shares Series 19 upon giving to the Bank notice thereof not earlier than
( ?- q4 z. P3 X& E30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
2 c C* \0 L" j* q5 Q5 gpreceding, a Series 18 Conversion Date.& S/ M% a( t% Z. W5 F% @8 K
Automatic Conversion If the Bank determines, after having taken into account all shares tendered6 n) t5 C5 m; d
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
& p- E* A- Z! q% c- ^Series 19, as the case may be, that there would be outstanding on such
- ?% k- E( p! Q# Y* k9 hSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,& d" e1 z$ Z6 f$ ]. ^2 y3 s
such remaining number of Preferred Shares Series 18 will automatically be: P1 ?0 P1 y+ n, R! D
converted on such Series 18 Conversion Date into an equal number of
# Y; Z/ b3 f9 |2 BPreferred Shares Series 19. Additionally, if the Bank determines that, after
8 t: d6 |# m, D' T/ _conversion, there would be outstanding on such Series 18 Conversion Date5 \$ y0 [! N4 ^' L
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares, O7 c7 S. K9 ~6 o3 ~9 Y4 o$ v
Series 18 will be converted into Preferred Shares Series 19.7 p' \1 I5 ?- z7 [$ s
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( ^, ?) U3 Z' C1 X
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
: u' r" _6 s8 Lany meeting of the shareholders of the Bank unless and until the first time at( k2 A7 U$ L7 X; o% G* `. a5 t4 l
which the Board of Directors has not declared the whole dividend on the- C( v3 w ~. X% X! C4 o% Z- v' a$ E8 y
Preferred Shares Series 18 in any quarter. In that event, subject as
8 `$ ]$ Q/ k, }' l. Y8 ?* x6 m1 thereinafter provided, the holders of Preferred Shares Series 18 will be6 u& V2 G- ~5 M( S' s
entitled to receive notice of, and to attend, meetings of shareholders at which, y, a9 J$ ?7 [% m/ `# x
directors of the Bank are to be elected and will be entitled to one vote for
# v* K: W+ m8 |, v9 Eeach Preferred Share Series 18 held. The voting rights of the holders of the
- n( x E1 b# c, b3 @+ P/ wPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
/ x' X" [* S2 [the first dividend on the Preferred Shares Series 18 to which the holders are
4 B2 _/ p& J7 H3 z: w" r% R' E/ z* pentitled thereunder subsequent to the time such voting rights first arose until
2 v9 ^. ?0 X+ }6 D3 D4 {such time as the Bank may again fail to declare the whole dividend on the
F7 p4 l% X FPreferred Shares Series 18 in respect of any quarter, in which event such
7 T/ P5 n6 c4 z. X; Z( M( Fvoting rights will become effective again and so on from time to time.
' G3 o% }0 S9 ] d8 Q9 ^Principal Characteristics of the Preferred Shares Series 19
i0 n" b3 j2 f$ jDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
* [/ S! ]! A7 g- U1 ]/ H" j7 Jfloating rate non-cumulative preferential cash dividends, as and when
+ Z% g2 h8 w( q* O. q2 d+ Wdeclared by the Board of Directors, subject to the provisions of the Bank Act,
9 ^3 R4 M" E( N, |. m1 ^3 npayable quarterly on the 25th day of February, May, August and November
9 A' O, s8 H4 F0 u" K" V) Y6 kin each year, in the amount per share determined by multiplying the
" ~6 ~9 i( D2 G$ T3 F: J1 q0 Fapplicable Quarterly Floating Dividend Rate by $25.00.3 k: ], U* _' D8 w9 {, S
On the 30th day prior to the commencement of the initial quarterly dividend
3 `- n' O* }; I; R: H3 b0 Bperiod beginning on February 25, 2014, and on the 30th day prior to the first
, F2 R6 g5 U2 \* h" B/ T2 Y& |' ~day of each subsequent quarterly dividend period (the initial quarterly$ ? m/ H/ a- k; H
dividend period and each subsequent quarterly dividend period is referred to
6 `: z) u. m R$ f4 y+ ^as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
3 L( e0 L$ B* `; z/ X+ h$ a% SQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
: m: `) `' T) V; P! JPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the" r7 N: @7 G! e3 j4 Z5 E
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days+ C- U3 Z9 H, R; ]
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
8 Y* Q3 r; _: Y( K# Pdetermined on the 30th day prior to the first day of the applicable Quarterly8 D3 K* Z$ G3 @) P7 i4 h! l# Y
Floating Rate Period.$ K7 D" o: e% u( {, m
S-56 V& P ]! B$ d
If the Board of Directors does not declare a dividend, or any part thereof, on
1 r: |* \8 }0 ~4 H* G9 h4 [the Preferred Shares Series 19 on or before the dividend payment date for a
% S, u# R; c/ c* h. T8 M( a" i1 xparticular quarter, then the entitlement of the holders of the Preferred5 \7 b) B* R& U3 u9 O
Shares Series 19 to receive such dividend, or to any part thereof, for such
1 f, |1 j) ~' H# a2 O; rquarter will be forever extinguished.
. |$ I9 b u* l" }6 xRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
$ S3 A1 M/ B/ j4 e0 e" j( x, iSuperintendent and to the provisions described below under the heading
+ q/ P4 A8 x; @) Q5 M‘‘Details of the Offering — Certain Provisions of the Preferred Shares
3 K+ H$ v9 X) i1 r' Z) {Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
) h# p4 T5 v# K8 A) P! _+ son not more than 60 nor less than 30 days’ notice, the Bank may redeem all* l2 a3 K" Z! r6 r; G5 P
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s( Z) y! v |) }$ E
option without the consent of the holder, by the payment of an amount in
9 Y/ h+ V! g2 ccash for each such share so redeemed of (i) $25.00 together with all declared3 X- z% b7 \- O! |; i$ A+ F
and unpaid dividends to the date fixed for redemption in the case of
- j, j. Y) D# r: ]2 j, r) Z) ]" Predemptions on February 25, 2019 and on February 25 every five years
9 V# ?3 c' P& ?% N7 i4 dthereafter, or (ii) $25.50 together with all declared and unpaid dividends to' q3 S7 R3 h& m0 K3 G
the date fixed for redemption in the case of redemptions on any other date
$ @( A! y' P; G2 `" Mon or after February 25, 2014.( T C( z9 b$ d
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
8 @, E# b s# e' g3 V8 P) gShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
C/ `' K c f/ {. Z% athe right, at their option, to convert, on February 25, 2019 and on
& Q/ t' w, }$ J- |1 LFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any! [0 m( k; y) e
or all of their Preferred Shares Series 19 into an equal number of Preferred
; q' k# }4 a+ a) J4 m; z/ fShares Series 18 upon giving to the Bank written notice thereof not earlier- H# w1 v2 K. B- ^9 I+ y) C
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
+ v) ?: W6 q* W1 b15th day preceding, a Series 19 Conversion Date.
) u( P$ W: z% F. Z: e3 H% uAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
1 h. e, \- g7 @Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares, T" D, s! }+ E" t
Series 18, as the case may be, that there would be outstanding on such
2 h6 U8 M. j! i9 W3 HSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,2 a, g2 D0 Q% d: }
such remaining number of Preferred Shares Series 19 will automatically be
7 I: `7 Q. I$ ]( ?! Dconverted on such Series 19 Conversion Date into an equal number of
; `0 p4 q1 \+ jPreferred Shares Series 18. Additionally, if the Bank determines that, after, G( i* {4 ~2 [6 |& d6 [/ b
conversion, there would be outstanding on such Series 19 Conversion Date8 F7 G4 \) D7 c- w W+ k2 B
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares0 t+ P5 C9 J2 B
Series 19 will be converted into Preferred Shares Series 18.% a" j7 z& h! @1 D) U7 u
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
8 H% Q# m) P- N0 ASeries 19 will not be entitled as such to receive notice of, attend, or vote at,) k& x r" f% P4 y2 a
any meeting of the shareholders of the Bank unless and until the first time at
s9 ~ _2 V9 d$ l. d- Zwhich the Board of Directors has not declared the whole dividend on the
1 y0 Q6 b: M; Q5 e" Y0 bPreferred Shares Series 19 in any quarter. In that event, subject as% S: q" s( f% A8 m3 P
hereinafter provided, the holders of Preferred Shares Series 19 will be
5 j: u8 T# f7 z( C. p# ]% F$ Yentitled to receive notice of, and to attend, meetings of shareholders at which9 v) U5 s6 g# v1 p, {# b
directors of the Bank are to be elected and will be entitled to one vote for
6 b' w8 \( b% R( O1 Q9 m7 Veach Preferred Share Series 19 held. The voting rights of the holders of the
+ r% [* }9 T1 ?1 a" m. JPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
$ @& r3 b2 a# o, P7 t# zthe first dividend on the Preferred Shares Series 19 to which the holders are" ~# d0 L' v) N0 T$ \9 q) J+ d
entitled thereunder subsequent to the time such voting rights first arose until" k8 A! L0 W% Z8 l% \, `2 |* W* ]
such time as the Bank may again fail to declare the whole dividend on the" E- A' d& }, k6 ]4 Q& o1 B- M
Preferred Shares Series 19 in respect of any quarter, in which event such; s$ L$ y$ S4 j1 H. A
voting rights will become effective again and so on from time to time.
& _ M- y2 [3 }6 `. jS-6: v5 C+ j4 ]5 Q$ G
Priority: The preferred shares of each series of the Bank will rank on a parity with
- b2 h& Y$ J. J) ^; mevery other series and are entitled to preference over the common shares of
; s3 H% D! I+ {; W M# z$ Mthe Bank and over any other shares of the Bank ranking junior to the
' x5 t7 W% G) y, ?) j( x+ ?. L- spreferred shares with respect to the payment of dividends and upon any
2 r9 K3 U+ Y$ z3 n7 n& X+ mdistribution of assets in the event of the liquidation, dissolution or0 P5 p/ ]4 ?+ x' e$ ?# y! L# ^
winding-up of the Bank.
4 j" y7 M5 s) u1 i9 `$ ?( i2 |Tax on Preferred Share The Bank will elect, in the manner and within the time provided under) ?- Q7 G& e$ O" G& P( q
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares z0 ` x# U9 {# `- M4 e& x
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
9 o" I2 x. l9 T7 g0 J$ U) G5 Ydividends received on such shares under Part IV.1 of such Act. |
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