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发表于 2008-11-29 16:58
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下面是BMO的:. T$ P& g# [+ [8 B; h0 g
SUMMARY OF THE OFFERING
' J& R- {( ^1 Q% l: ~' {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’’.
3 W% ]0 w: A2 z4 }/ jIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
- M! f \. R3 S, lAmount: $150,000,000 (6,000,000 shares).& Y# D |% s7 `/ g# O+ X
Price and Yield: $25.00 per share to yield initially 6.50% per annum.3 u3 K ]# ^# c6 i, a
Principal Characteristics of the Preferred Shares Series 18
; ?5 |7 ~' t+ N- f- z. i* rDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
1 s4 c$ }! \+ j D( W6 qnon-cumulative preferential cash dividends, as and when declared by the
% G) {9 u7 N! N# \5 m. DBoard of Directors, subject to the provisions of the Bank Act, for the initial
5 B8 [7 n/ v+ K+ \& y, Q0 vperiod commencing on the closing date and ending on and including
) p6 S' a. }. ]7 q# |6 MFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
5 F* w3 r* a, P; z25th day of February, May, August and November in each year, at a rate/ \" }' J9 g' A0 ]# L
equal to $0.40625 per share. The initial dividend, if declared, will be payable
% B+ i2 l, Y' S; ~6 U9 e5 sMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing2 y/ h( [! [& l, [5 K3 I5 A
date of December 11, 2008.
9 H3 ~) t# q \# Z( f* FFor each five-year period after the Initial Fixed Rate Period (each, a
# x2 \' v7 K5 P# o‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
0 R/ A1 Z5 Q% ]& }- n/ F1 kSeries 18 will be entitled to receive fixed non-cumulative preferential cash
. Y; M t7 G# M+ R+ Y% Odividends, as and when declared by the Board of Directors, subject to the5 l8 F# N Q# l: M( b$ N( B# o4 ^
provisions of the Bank Act, payable quarterly on the 25th day of February,
) f& Q; G2 d" h# [& xMay, August and November in each year, in the amount per share per annum: k& H7 H y9 L2 K
determined by multiplying the Annual Fixed Dividend Rate applicable to$ O. Q2 {' c+ l% i* q
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
3 c q' L) l: }4 u1 D) hRate for the ensuing Subsequent Fixed Rate Period will be determined by the" ~% U0 i& h3 F/ S2 g/ X
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day' f0 i# H7 w. `$ K( ^! M
of such Subsequent Fixed Rate Period and will be equal to the sum of the
! ~ U* a( ?4 G2 Y; x7 cGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
7 e. ]: @. L8 \4 Z6 oplus 3.83%.
0 z z6 \! p# W1 B' }' K. ^$ jIf the Board of Directors does not declare a dividend, or any part thereof, on
, m0 ^. Y& W8 |& Q! E. nthe Preferred Shares Series 18 on or before the dividend payment date for a$ x, K# o' o; I
particular quarter, then the entitlement of the holders of the Preferred
- A+ n8 W! c$ Y( k, u* J! rShares Series 18 to receive such dividend, or to any part thereof, for such+ m: D6 r0 U: c. r& ?5 B6 t3 ~2 ?
quarter will be forever extinguished./ o7 p( e. W" Y a& `
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the6 X, ~8 W9 p( ]7 W2 d8 b; Z
Superintendent and to the provisions described below under ‘‘Details of the
1 \7 Q6 F) i1 y6 q" }/ rOffering — Certain Provisions of the Preferred Shares Series 18 as a% s2 a6 A C7 m% q
Series — Restrictions on Dividends and Retirement of Shares’’, on% `+ W6 q5 V/ _( E6 ~
February 25, 2014 and on February 25 every five years thereafter, on not
7 d' ?* _6 q* N9 S$ Zmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
* _% g9 R- T5 n* o& ?& n/ spart of the then outstanding Preferred Shares Series 18, at the Bank’s option& [1 S! t& O# _+ C4 }4 L' z
without the consent of the holder, by the payment of an amount in cash for8 r& m9 {; ^$ r8 Y' f4 @$ S
each such share so redeemed of $25.00 together with all declared and unpaid
6 w! |1 W- |. d9 Jdividends to the date fixed for redemption.
# {8 ?. G4 d. a5 R1 N" G q8 ?& gConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic0 l5 \7 l# E; d
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have# f' F9 z p4 d7 C2 Z% O7 }
the right, at their option, to convert, on February 25, 2014 and on
, q5 x' V8 { E. c) q5 oS-4
+ P7 ~! S) y. I0 r5 DFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
8 a( b4 A1 u9 ror all of their Preferred Shares Series 18 into an equal number of Preferred1 E8 |% k5 c5 u4 u
Shares Series 19 upon giving to the Bank notice thereof not earlier than& e/ U. {( L5 {; `: c
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
' Y3 R+ }' y2 Y" f7 Upreceding, a Series 18 Conversion Date.
4 `" F) T; w" T/ b! {Automatic Conversion If the Bank determines, after having taken into account all shares tendered
7 }( r8 n' j. V+ b8 [3 u( OProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares; z9 b8 B, H0 b6 O' ~- l
Series 19, as the case may be, that there would be outstanding on such. i3 D, }& @; G4 s5 s: n* W
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
; d( l3 @' w* Esuch remaining number of Preferred Shares Series 18 will automatically be9 Z* d% A5 v2 Z* P4 ^* L
converted on such Series 18 Conversion Date into an equal number of7 b9 x+ c! `9 ]
Preferred Shares Series 19. Additionally, if the Bank determines that, after5 M$ G' s* q( M
conversion, there would be outstanding on such Series 18 Conversion Date
. N# }. P; k/ K! b* @2 lless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
8 |4 R) z* L- n2 N' C! rSeries 18 will be converted into Preferred Shares Series 19.
# Y& {9 e, E4 C/ M! \* k% BVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 |/ w' ^6 o0 ^1 sSeries 18 will not be entitled as such to receive notice of, attend, or vote at, N) H; S# K4 m. Z" |# f
any meeting of the shareholders of the Bank unless and until the first time at
3 A0 b/ }9 d9 e# O5 mwhich the Board of Directors has not declared the whole dividend on the- F2 T% {! z& y, ]3 ^5 t
Preferred Shares Series 18 in any quarter. In that event, subject as
6 X/ E6 }. k; T2 H& uhereinafter provided, the holders of Preferred Shares Series 18 will be
+ e) m7 f. W6 Z6 U0 u8 l Fentitled to receive notice of, and to attend, meetings of shareholders at which0 l( ^& X( d6 r
directors of the Bank are to be elected and will be entitled to one vote for( a+ U Q. w* f1 B: q
each Preferred Share Series 18 held. The voting rights of the holders of the
1 H$ u) Y) v% r, T+ I- k$ IPreferred Shares Series 18 will forthwith cease upon payment by the Bank of9 U, M5 B2 Q! ?
the first dividend on the Preferred Shares Series 18 to which the holders are. K0 S7 h# C! v, D
entitled thereunder subsequent to the time such voting rights first arose until2 u$ X3 \# v5 h3 L; L+ m2 C7 U
such time as the Bank may again fail to declare the whole dividend on the1 h8 H0 i2 K' F, {! n& f
Preferred Shares Series 18 in respect of any quarter, in which event such8 Z+ N8 [" D: Q: O$ Y8 S% m
voting rights will become effective again and so on from time to time.2 s3 C. A" h$ t: j; `
Principal Characteristics of the Preferred Shares Series 19
$ l+ ~$ |8 V' QDividends: The holders of the Preferred Shares Series 19 will be entitled to receive7 |9 d7 V6 M# o# g& Q* J3 M$ I
floating rate non-cumulative preferential cash dividends, as and when
! a. ?4 s3 B' a$ k: m1 x) S2 wdeclared by the Board of Directors, subject to the provisions of the Bank Act,
7 b8 E. Q4 e& K$ p1 a) m0 U0 x0 Kpayable quarterly on the 25th day of February, May, August and November
3 r/ Y6 T1 ]3 [/ c9 J8 Zin each year, in the amount per share determined by multiplying the
3 f5 n9 a( E# u$ w6 x; Capplicable Quarterly Floating Dividend Rate by $25.00.7 j! ^8 r- r% Z+ O7 o2 W
On the 30th day prior to the commencement of the initial quarterly dividend
: j% ~; _. ^" Q! H Tperiod beginning on February 25, 2014, and on the 30th day prior to the first
5 V3 @: c- _* e8 x9 x% K; eday of each subsequent quarterly dividend period (the initial quarterly
: V! W# K% ^7 L+ A; x' T, I: Rdividend period and each subsequent quarterly dividend period is referred to
% ~/ j- i' B# \as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
8 F2 F, m9 f0 d) a G1 b) PQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate3 i" ^) h/ D! y9 I/ U2 t/ D: f( B5 I
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the% s. N8 a8 i/ t: i7 {) n
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
0 e3 K: U! i! I! Y* w8 [! yelapsed in the applicable Quarterly Floating Rate Period divided by 365)0 }8 n; i Z( }! K) u. Q
determined on the 30th day prior to the first day of the applicable Quarterly
. K |( ~- P: P7 bFloating Rate Period.
5 y) p- A. @. [0 j7 j6 L$ V1 x4 gS-57 M, d. [$ s& y' I: t* t( [& s
If the Board of Directors does not declare a dividend, or any part thereof, on1 b4 X) @: f0 u8 n" X2 `8 G
the Preferred Shares Series 19 on or before the dividend payment date for a
2 { N6 q) z7 U8 p# ^" X! W$ s x* }particular quarter, then the entitlement of the holders of the Preferred
# U3 `" a, _8 I1 IShares Series 19 to receive such dividend, or to any part thereof, for such
8 z/ h$ _8 _2 H# U5 Kquarter will be forever extinguished.6 Y$ _6 k& h) `+ J
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the" v( Z6 g o! Y: W6 ]- j7 U
Superintendent and to the provisions described below under the heading y S( ? V" N7 Y1 P% `; x6 m+ L
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
$ E: n4 A3 G% Z; r- ?/ }Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
3 q/ v1 S+ q4 U9 M8 Uon not more than 60 nor less than 30 days’ notice, the Bank may redeem all! X1 Z8 h6 k" y/ w9 e, O
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s0 ~) l% g% L) n. I
option without the consent of the holder, by the payment of an amount in
. s4 K6 @% o$ q$ ]$ L* o! }. Lcash for each such share so redeemed of (i) $25.00 together with all declared$ J+ r9 O8 d& w/ ~5 b5 d8 u9 [( A6 I
and unpaid dividends to the date fixed for redemption in the case of3 k' X( E3 t7 a' q
redemptions on February 25, 2019 and on February 25 every five years' z4 I9 f9 ]% e) ~! y
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
9 P' r0 G( U, ]; G' fthe date fixed for redemption in the case of redemptions on any other date
. e1 Q3 w9 P8 X: I, F6 H5 d4 c0 J2 jon or after February 25, 2014. b5 w0 R3 T6 N+ M, A; M
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
* y- K# G3 q; Y- w% vShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
$ K# _6 P4 }# T, m0 R1 T. uthe right, at their option, to convert, on February 25, 2019 and on+ t" \0 H' V1 z8 U8 K
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
. q% Y' D; T V4 K2 \* cor all of their Preferred Shares Series 19 into an equal number of Preferred
- i) H( m6 p# h! w. A7 F' RShares Series 18 upon giving to the Bank written notice thereof not earlier
- J* h* T, d1 X. @% P1 Xthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the0 g# F1 Y* u: Y" S3 E: s& u
15th day preceding, a Series 19 Conversion Date.
% l+ A: O8 h! N% Z% M3 s8 }Automatic Conversion If the Bank determines, after having taken into account all shares tendered
: S5 q! M' C; jProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
& @# y. y6 U. ^4 w( H; g rSeries 18, as the case may be, that there would be outstanding on such6 h e. _' p9 i( ~; x- h) G+ ]( Y
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,7 o$ I7 ~7 c9 c' }
such remaining number of Preferred Shares Series 19 will automatically be
; T+ T) f3 ?2 ]4 a _converted on such Series 19 Conversion Date into an equal number of
* C2 g3 |4 j' Q8 Q+ h2 K. YPreferred Shares Series 18. Additionally, if the Bank determines that, after* Z: {7 D" d. c/ f/ [
conversion, there would be outstanding on such Series 19 Conversion Date
5 M' F& O' k: tless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
* K' J* T, c; U& K9 ~" fSeries 19 will be converted into Preferred Shares Series 18.
3 M' C/ T' g( c3 N6 E6 rVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# ` l4 k) i) Y0 c: b( T" v/ VSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
+ N; f1 n7 C. Yany meeting of the shareholders of the Bank unless and until the first time at
" P. ?6 c+ `0 |" W5 Q7 xwhich the Board of Directors has not declared the whole dividend on the
* ^0 u5 {; j7 `0 ]- w" i' G) |Preferred Shares Series 19 in any quarter. In that event, subject as
. O$ l0 ?) `$ U, \# Whereinafter provided, the holders of Preferred Shares Series 19 will be% R7 D1 r# F4 R
entitled to receive notice of, and to attend, meetings of shareholders at which `, W9 W7 l1 e& t5 Q1 T
directors of the Bank are to be elected and will be entitled to one vote for
* ]3 Y5 V) `+ w4 X7 Meach Preferred Share Series 19 held. The voting rights of the holders of the: a' U' n( S' K! f% z ]1 D
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
, D, x2 ^ b2 u. |# ]2 ^# T2 Vthe first dividend on the Preferred Shares Series 19 to which the holders are
3 i" i+ ?. C% B. n( U% z: \entitled thereunder subsequent to the time such voting rights first arose until
7 {: y! U3 N7 [such time as the Bank may again fail to declare the whole dividend on the
# _& g8 q, v* C' O2 w0 U& p' JPreferred Shares Series 19 in respect of any quarter, in which event such
$ J; D `/ Z. H9 j ~0 u+ w( v0 |voting rights will become effective again and so on from time to time.
- F8 `) |. W$ aS-6
5 J6 P2 c7 O/ mPriority: The preferred shares of each series of the Bank will rank on a parity with5 p7 x3 f1 z3 P* m
every other series and are entitled to preference over the common shares of& {0 A; j1 U1 v% p; S$ F( R" s
the Bank and over any other shares of the Bank ranking junior to the
9 d# ~$ S2 Y) V0 lpreferred shares with respect to the payment of dividends and upon any5 F! w5 C2 f* s0 z- u
distribution of assets in the event of the liquidation, dissolution or
0 l5 Q" q* n7 b# R- ywinding-up of the Bank.5 D8 m- _. O9 z# G, c% J$ Q
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
9 `# _! J8 s# ~) LDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
7 C7 `! A2 ?" h7 v8 USeries 18 and Preferred Shares Series 19 will not be required to pay tax on
% Z0 n# }; h' q, M1 c9 ^, N% Qdividends received on such shares under Part IV.1 of such Act. |
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