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发表于 2008-11-29 16:58
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下面是BMO的:
+ v- E9 H' J9 d& \' T4 MSUMMARY OF THE OFFERING
+ ]% I8 h: J( j$ ?/ Z4 v9 I7 @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’’.
6 }: {8 o" q( G6 ~" ^8 U9 zIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
, J5 a- r! d- s/ {! S0 mAmount: $150,000,000 (6,000,000 shares).2 g: w$ b: v* q; Y. r
Price and Yield: $25.00 per share to yield initially 6.50% per annum.& n k+ T% W+ {* P3 d0 \/ Y7 U
Principal Characteristics of the Preferred Shares Series 18* I I3 K( V$ V7 c
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed/ p, K: {! F5 G" Y' W1 v
non-cumulative preferential cash dividends, as and when declared by the
% H0 ], G: \: t5 J4 YBoard of Directors, subject to the provisions of the Bank Act, for the initial) P' u1 _4 t4 z, W+ h' d- B5 a0 t
period commencing on the closing date and ending on and including4 m3 U1 e2 B% R/ ^* f& ]) ?! m
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
4 X5 Z3 {: ]& \' y7 k25th day of February, May, August and November in each year, at a rate
9 v5 d- n0 X0 x0 Fequal to $0.40625 per share. The initial dividend, if declared, will be payable4 ~ n! E/ a! v# A) a
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
) g |/ t( `# `# O- n/ f3 }date of December 11, 2008.
, {( k7 {) M7 D4 Q3 v8 E& P$ VFor each five-year period after the Initial Fixed Rate Period (each, a
/ s. U1 ^0 O1 {7 Z‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
+ h W9 M" o% x- ^' o6 [2 qSeries 18 will be entitled to receive fixed non-cumulative preferential cash
8 m# r( ~8 `, ]9 k! edividends, as and when declared by the Board of Directors, subject to the+ ?1 M T2 e! z( t2 l2 f
provisions of the Bank Act, payable quarterly on the 25th day of February,9 X& _- c" }' t, D1 _9 h0 ]
May, August and November in each year, in the amount per share per annum
1 x- T- W3 `2 M3 Gdetermined by multiplying the Annual Fixed Dividend Rate applicable to( h: j9 i' e+ K3 f) a1 m
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
% N8 a1 ]5 `0 s/ N, URate for the ensuing Subsequent Fixed Rate Period will be determined by the- [9 t/ s+ F$ y; K& \$ E
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day! J& [, o# q6 Z- n7 ?
of such Subsequent Fixed Rate Period and will be equal to the sum of the' j$ l! y* i' F' L0 A8 c
Government of Canada Yield on the applicable Fixed Rate Calculation Date
" j; q! l3 d7 X* Vplus 3.83%.
7 D. o; C! l# lIf the Board of Directors does not declare a dividend, or any part thereof, on
5 V. @1 N) g7 k' ~the Preferred Shares Series 18 on or before the dividend payment date for a
, H6 b& ]2 Y# Y9 U% ]- V; X& x8 J* iparticular quarter, then the entitlement of the holders of the Preferred
8 D3 x# L5 `/ R: I( j9 EShares Series 18 to receive such dividend, or to any part thereof, for such
: T0 z g& D2 c& X1 tquarter will be forever extinguished.
! p0 c7 M: k, E% @& J1 V+ ZRedemption: Subject to the provisions of the Bank Act and to the prior consent of the5 ~* s4 ]" ^% ~3 o1 k
Superintendent and to the provisions described below under ‘‘Details of the
: O1 x6 S% Y; |6 h) E/ N# p! _Offering — Certain Provisions of the Preferred Shares Series 18 as a8 ~- l% z- ^" j
Series — Restrictions on Dividends and Retirement of Shares’’, on# |7 X$ T" P) F6 w
February 25, 2014 and on February 25 every five years thereafter, on not/ S/ S$ m6 I" i' M5 @6 H$ f$ b: L
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
9 X. D) O3 f! ^7 n& Lpart of the then outstanding Preferred Shares Series 18, at the Bank’s option: k3 q2 Z' j' O" u# v3 O4 h1 B
without the consent of the holder, by the payment of an amount in cash for
: S1 D* {2 C2 Zeach such share so redeemed of $25.00 together with all declared and unpaid
6 i% X* _$ J4 f E# t1 Hdividends to the date fixed for redemption., K3 v& n$ i& k! S, Q
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic/ D* G$ W) S* k$ o# u
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have. R* k M2 h: c+ c# G" l- @" b
the right, at their option, to convert, on February 25, 2014 and on
5 w, |. @& [( A) x& C, HS-4
* d# |1 w9 c6 s# A( X( C$ IFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any/ Q. N" L% S5 |& }/ i1 k
or all of their Preferred Shares Series 18 into an equal number of Preferred4 g. p7 s/ F, {( R; @+ o/ H
Shares Series 19 upon giving to the Bank notice thereof not earlier than9 K O. i* Z9 P) v$ t2 o/ H
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day: {* s) a- Y- ]1 \8 w7 B% }
preceding, a Series 18 Conversion Date.0 D0 x$ p+ t) y# E4 s( @" W% k
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
! i) Y& q+ q/ `' XProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares; y1 s4 ^8 \+ L n& {/ n5 C
Series 19, as the case may be, that there would be outstanding on such6 a1 m* r- T0 E J
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18," e# a* w: y( k# h+ U% W$ A
such remaining number of Preferred Shares Series 18 will automatically be* h$ }2 M1 `0 }; G
converted on such Series 18 Conversion Date into an equal number of7 U* t# _7 y8 [" C+ L C ?, ]
Preferred Shares Series 19. Additionally, if the Bank determines that, after$ w5 X& e3 C; S, h7 E7 S
conversion, there would be outstanding on such Series 18 Conversion Date
9 v. R( R4 p9 p4 }9 Jless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
! v& _3 H3 K+ F6 t. _1 M$ @Series 18 will be converted into Preferred Shares Series 19.
$ T, I, v: m, ~" s) M5 N! y/ V+ lVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares- R" U: ?; h8 r1 B1 b& n. a/ B2 W
Series 18 will not be entitled as such to receive notice of, attend, or vote at,/ {4 I: E2 Z- D% f$ _$ \5 [
any meeting of the shareholders of the Bank unless and until the first time at
* e4 e8 J/ F1 d: ^+ Pwhich the Board of Directors has not declared the whole dividend on the! r# }% M$ h& H" v3 k( t
Preferred Shares Series 18 in any quarter. In that event, subject as" @; x) A# W; y/ P
hereinafter provided, the holders of Preferred Shares Series 18 will be
+ L) m) ]0 s& y& W7 _0 Centitled to receive notice of, and to attend, meetings of shareholders at which
- u( O0 u( G+ [# I% n, _' o9 Vdirectors of the Bank are to be elected and will be entitled to one vote for# E; ?1 E4 n. w- r5 \
each Preferred Share Series 18 held. The voting rights of the holders of the, V7 a; R+ u7 d" c \3 |" ]6 t# h' p$ I
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
; C+ I. a; O6 `) fthe first dividend on the Preferred Shares Series 18 to which the holders are# B' G! J# L$ O2 O' r) M; s+ k
entitled thereunder subsequent to the time such voting rights first arose until; |; Q; o+ Y1 y: m, |, L
such time as the Bank may again fail to declare the whole dividend on the
9 S8 C- |) ^" T( r. ^( xPreferred Shares Series 18 in respect of any quarter, in which event such2 W' x k8 r7 T9 x% x5 |
voting rights will become effective again and so on from time to time.5 ?7 d. F6 _1 x+ x) R' F
Principal Characteristics of the Preferred Shares Series 19
1 s/ v/ Y/ A2 @7 @Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive8 y% y7 X! m3 R8 A: K2 `0 {
floating rate non-cumulative preferential cash dividends, as and when
5 U. v9 s) |+ K5 D+ C+ q6 W2 z4 Wdeclared by the Board of Directors, subject to the provisions of the Bank Act,
7 ^8 N; @! C# n. Z6 }7 e( m3 N* z% J {payable quarterly on the 25th day of February, May, August and November% V) f, L1 I& O s9 F
in each year, in the amount per share determined by multiplying the; K0 `: a: d1 n
applicable Quarterly Floating Dividend Rate by $25.00./ F# x" I9 E3 m1 c
On the 30th day prior to the commencement of the initial quarterly dividend
; H# `+ c- C7 {9 e8 o' r8 Speriod beginning on February 25, 2014, and on the 30th day prior to the first
9 l) ~8 b, B2 I ]4 k7 L! a& b8 [; ]8 Tday of each subsequent quarterly dividend period (the initial quarterly' P o: t; X' C
dividend period and each subsequent quarterly dividend period is referred to, }: q4 B; U1 r6 L
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
! f$ F0 S [0 F) PQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
4 m* y f+ x2 k5 m, j; U) d& N; aPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
. O6 x* |% L, E+ J% h; {T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
$ s3 a. v" \/ T" L. Yelapsed in the applicable Quarterly Floating Rate Period divided by 365)
7 \& I( x: j# h4 \6 a1 u5 ]determined on the 30th day prior to the first day of the applicable Quarterly
) J, S0 p. N! Z0 g W6 IFloating Rate Period.4 x+ J5 l( G+ O
S-5( y7 v2 c/ Y: w l& D2 e
If the Board of Directors does not declare a dividend, or any part thereof, on( y+ Y, Q& v: ?! `) b; w7 e9 R
the Preferred Shares Series 19 on or before the dividend payment date for a
2 a: p$ N- A3 u# [9 a7 Q6 a; sparticular quarter, then the entitlement of the holders of the Preferred( D% i7 g* l$ T6 \4 K
Shares Series 19 to receive such dividend, or to any part thereof, for such
) g3 d: ]0 w* W1 G Y% Z+ Mquarter will be forever extinguished.$ j2 M8 ~) F+ g0 V1 J$ M
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
( P$ N5 Y5 f- u# u( F. m: |% cSuperintendent and to the provisions described below under the heading
2 ]# Z0 K' H/ f& C5 K% }‘‘Details of the Offering — Certain Provisions of the Preferred Shares6 g/ o; c/ S7 a4 y8 k5 }" G4 h
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
* O" Y( y& P, T3 ion not more than 60 nor less than 30 days’ notice, the Bank may redeem all' V! V$ S9 Y) p1 u+ s
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
; m2 h& ^; R, ~ g& u! ^option without the consent of the holder, by the payment of an amount in& ~! W7 H* R! i. Z$ r# S
cash for each such share so redeemed of (i) $25.00 together with all declared. d/ D" v7 K3 }' i1 S
and unpaid dividends to the date fixed for redemption in the case of7 m& B4 |" N9 w* ~
redemptions on February 25, 2019 and on February 25 every five years7 }5 M/ u0 i% L( x
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
; U s$ Y' L% J" Xthe date fixed for redemption in the case of redemptions on any other date
& b4 U' ^: M6 W' u# F: a7 d4 Eon or after February 25, 2014.
! ~: O# X: G }Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
) o/ _4 _. J& pShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have/ ?8 O6 H4 T* {
the right, at their option, to convert, on February 25, 2019 and on C/ W" s% ?1 D* z2 }
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any- S+ k0 Y q. y
or all of their Preferred Shares Series 19 into an equal number of Preferred
2 N1 o$ o% e! w& P dShares Series 18 upon giving to the Bank written notice thereof not earlier5 {& x: C" L/ n/ s0 X
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the/ N2 Z& h8 e+ J+ t$ j/ Q, P
15th day preceding, a Series 19 Conversion Date.4 t" r" ?, t8 r+ z b
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
5 r$ |. v0 m4 A, \' PProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares. ]# e- H1 T0 R. [ O
Series 18, as the case may be, that there would be outstanding on such3 b6 O+ {1 |6 [ x2 H" N0 U
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
9 `. {2 r$ x K0 O- Rsuch remaining number of Preferred Shares Series 19 will automatically be
1 i3 t5 v6 B) n* b+ F( g; o8 ~converted on such Series 19 Conversion Date into an equal number of
* C/ d6 f+ @7 xPreferred Shares Series 18. Additionally, if the Bank determines that, after3 [. ]5 A1 g# i+ J7 W7 X
conversion, there would be outstanding on such Series 19 Conversion Date& \# T9 s! ]; h% {1 ]( N0 \
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
' O' M- W: |9 s, W3 X6 R& oSeries 19 will be converted into Preferred Shares Series 18.
5 I/ h$ U( b4 Q Y ]4 |Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
' N" w# j- `0 v) F7 CSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
& ?/ {) [' \% x7 s, ], M3 sany meeting of the shareholders of the Bank unless and until the first time at
" j8 n: A$ M4 `" Z2 s- N+ A( t9 Rwhich the Board of Directors has not declared the whole dividend on the
4 f& r* }2 ` D; [Preferred Shares Series 19 in any quarter. In that event, subject as: C x } W7 S4 G
hereinafter provided, the holders of Preferred Shares Series 19 will be
! M7 M# Y" G2 C1 w- P6 tentitled to receive notice of, and to attend, meetings of shareholders at which
/ \0 j3 Y( B0 C5 W9 }directors of the Bank are to be elected and will be entitled to one vote for9 h) Q& Q9 F; t' U. W
each Preferred Share Series 19 held. The voting rights of the holders of the$ R0 [# f3 T. X, K
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of. V9 r* {) G& q& c0 n: x
the first dividend on the Preferred Shares Series 19 to which the holders are
; R# p1 {7 u. m7 ^! w: A8 k" Lentitled thereunder subsequent to the time such voting rights first arose until
O0 g6 a4 a% E; P) g. Vsuch time as the Bank may again fail to declare the whole dividend on the8 ?! _: H7 z! w& \3 e: P/ {* i
Preferred Shares Series 19 in respect of any quarter, in which event such
9 E, }0 Z; F5 ^/ p' i, Svoting rights will become effective again and so on from time to time.2 K# i" ]' g, r8 a. B3 A
S-6, l) k9 R+ J4 }2 o" U: r
Priority: The preferred shares of each series of the Bank will rank on a parity with* |; F: A' S7 y3 _: Q$ g) L3 Z
every other series and are entitled to preference over the common shares of8 X9 e0 r1 l. @3 U5 T/ H; e
the Bank and over any other shares of the Bank ranking junior to the4 ~# i4 w5 W7 P+ c0 h: J
preferred shares with respect to the payment of dividends and upon any
) W* O1 X, |. }6 M; H3 [& u4 vdistribution of assets in the event of the liquidation, dissolution or% l; B8 U: g8 R/ D- A6 k. e1 A2 Z6 p& w5 e
winding-up of the Bank.4 P: O6 y' ~$ A& p% O9 m" d
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
% W5 Z% e' X7 E' @Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares0 o8 l2 U- t& e8 ~3 p0 s) s
Series 18 and Preferred Shares Series 19 will not be required to pay tax on F. ?) [+ A1 v$ `. v( R+ P
dividends received on such shares under Part IV.1 of such Act. |
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