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发表于 2008-11-29 16:58
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下面是BMO的:* ^# M+ n' [0 ?# s* F
SUMMARY OF THE OFFERING; e: c3 F) o; {
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’’.
/ P( F, s1 h6 E) [5 S* a- R; ]# w' lIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
" m: V- ~3 A( z# D/ ~; T0 V2 Y) XAmount: $150,000,000 (6,000,000 shares).
: J, U. _" h' N9 A0 F1 xPrice and Yield: $25.00 per share to yield initially 6.50% per annum.& C4 g" {# L9 @6 H7 z
Principal Characteristics of the Preferred Shares Series 18
. Y* ]% J O" h, b% KDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
- d2 M% q/ P8 ~) W' z# b8 C& Onon-cumulative preferential cash dividends, as and when declared by the9 x0 q/ g& n+ w8 w# K) o4 c" `' G
Board of Directors, subject to the provisions of the Bank Act, for the initial* @6 @% P8 W/ k. o: N8 A0 M
period commencing on the closing date and ending on and including( W9 y: |9 D6 k' y1 l
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the7 n# O; ~2 p' V3 \( ?% k2 B
25th day of February, May, August and November in each year, at a rate
; [2 i+ n- V9 d( U3 P, k: u% Xequal to $0.40625 per share. The initial dividend, if declared, will be payable) E0 ~/ V0 P+ n
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing- r$ i0 h/ }1 b {5 \
date of December 11, 2008./ G/ b2 k$ {! S' b
For each five-year period after the Initial Fixed Rate Period (each, a7 y: Y" j/ v2 @9 E( K
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares6 J! m; w9 O4 w; r, U
Series 18 will be entitled to receive fixed non-cumulative preferential cash
o# m4 P# H5 U! T) jdividends, as and when declared by the Board of Directors, subject to the
1 E+ |4 U( o' r$ f& Uprovisions of the Bank Act, payable quarterly on the 25th day of February,2 R+ G8 H" G3 W9 v" f* y4 e2 x
May, August and November in each year, in the amount per share per annum& [& a) U5 f! [$ n
determined by multiplying the Annual Fixed Dividend Rate applicable to+ A4 @& d9 x+ ?. N0 i
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend& _9 |% T2 W- @- N
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
$ x1 d, F7 S* b6 XBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
' p; Q0 \3 P; Q, a' J( D1 uof such Subsequent Fixed Rate Period and will be equal to the sum of the
* w: U; X/ d: w3 c" q4 YGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
- {4 Z0 C6 \+ A0 _- H; nplus 3.83%.- C2 f7 M) e4 p. w
If the Board of Directors does not declare a dividend, or any part thereof, on
' U) I! u2 n) q/ K$ C* A1 u* W2 [the Preferred Shares Series 18 on or before the dividend payment date for a
j5 y9 {" g8 Z! yparticular quarter, then the entitlement of the holders of the Preferred( g! a2 G& G! C' |0 M
Shares Series 18 to receive such dividend, or to any part thereof, for such
$ `& Y% D! u- E1 ?/ a& equarter will be forever extinguished.
2 C! a% m5 y" |Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
# w( Z' I5 J3 h# P3 C; ASuperintendent and to the provisions described below under ‘‘Details of the
0 Z; [ G' h) V2 |. J% ^1 X. p$ rOffering — Certain Provisions of the Preferred Shares Series 18 as a }/ v5 }4 g: Z8 B/ k% L5 w
Series — Restrictions on Dividends and Retirement of Shares’’, on
( k" ~ ^, L4 ~1 s2 ~( CFebruary 25, 2014 and on February 25 every five years thereafter, on not
) ^- x5 B4 Q' Jmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
% l3 r2 u% j R0 W5 j7 a/ N2 Cpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
8 `# _& }- q3 r% I d0 D4 N1 nwithout the consent of the holder, by the payment of an amount in cash for
4 H5 G$ j# d. T* w, deach such share so redeemed of $25.00 together with all declared and unpaid( W% r7 V2 U, U/ H+ J
dividends to the date fixed for redemption.3 K) m/ i- C' q6 I: m) q8 z
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
`) y$ Y4 S$ Z- T; b4 sShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
+ q+ i g2 N$ q& C( Cthe right, at their option, to convert, on February 25, 2014 and on
. `6 a+ u/ o6 ?) G% @S-4/ J1 {' l* m7 q* Z
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any1 u4 X+ M8 t8 k! V$ c
or all of their Preferred Shares Series 18 into an equal number of Preferred
8 n2 |7 L4 I5 Q1 M! z8 p HShares Series 19 upon giving to the Bank notice thereof not earlier than
3 I$ y* }! }1 D" f5 N30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day; x2 s( I1 ~) ?$ V2 N ?
preceding, a Series 18 Conversion Date.0 z P( }% F, P. n
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
* [ x0 X# |" t6 e9 t0 K- kProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
: s2 O2 a/ K# J& F# f2 LSeries 19, as the case may be, that there would be outstanding on such
7 ]. ]8 x: y0 \# P2 ^Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,3 V, O' {: ?6 f$ u0 [
such remaining number of Preferred Shares Series 18 will automatically be
4 M0 Q1 `5 b/ n2 [converted on such Series 18 Conversion Date into an equal number of
. k1 C! T l4 L* fPreferred Shares Series 19. Additionally, if the Bank determines that, after
! w8 h& L; C4 b. j) [" ~' N: kconversion, there would be outstanding on such Series 18 Conversion Date/ v: q2 y* }9 o, X4 i
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
, P) S+ Z8 b7 |' @Series 18 will be converted into Preferred Shares Series 19.2 ? s0 {$ N- X# {% \4 Y
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares- m8 T: Y& X+ e
Series 18 will not be entitled as such to receive notice of, attend, or vote at,/ j1 O9 }( ]# U! S( g
any meeting of the shareholders of the Bank unless and until the first time at8 l. Y( g: ]% u8 l* s
which the Board of Directors has not declared the whole dividend on the7 u' l% Y& q2 D- I/ `) Q# H
Preferred Shares Series 18 in any quarter. In that event, subject as
# `- h, P2 h. F# k# ^. zhereinafter provided, the holders of Preferred Shares Series 18 will be$ \0 N2 t( i- O3 h' C; W
entitled to receive notice of, and to attend, meetings of shareholders at which
* s8 H5 K- I5 H- H ]3 v) j6 Ndirectors of the Bank are to be elected and will be entitled to one vote for6 e4 Q1 q6 o7 t( o5 h% b+ a
each Preferred Share Series 18 held. The voting rights of the holders of the) S: b' [7 E4 N1 v" j9 R4 ]& x
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of* L( T6 N( A0 B# r0 U6 O+ K ^3 L
the first dividend on the Preferred Shares Series 18 to which the holders are* K, L9 ]+ ~! E. U
entitled thereunder subsequent to the time such voting rights first arose until
" I8 O) c; l% w' y( J" L. Osuch time as the Bank may again fail to declare the whole dividend on the* e* P: D, [1 Z8 J K
Preferred Shares Series 18 in respect of any quarter, in which event such
0 |: y* q( j6 h; Z$ Rvoting rights will become effective again and so on from time to time. a8 b& T9 H& p4 O+ Y* A
Principal Characteristics of the Preferred Shares Series 19" k$ M, A" C9 R8 E9 G9 g) A9 i" z
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
4 t# Y) B* o; E5 kfloating rate non-cumulative preferential cash dividends, as and when
% i& K+ ]& y N6 O7 X$ @declared by the Board of Directors, subject to the provisions of the Bank Act,+ C; _8 W2 e( q1 R5 i1 C" G
payable quarterly on the 25th day of February, May, August and November( V4 x+ y. e: \* D# o) m
in each year, in the amount per share determined by multiplying the
/ Y/ [$ @1 V' o' j, |3 yapplicable Quarterly Floating Dividend Rate by $25.00.: Q- s, Z! a8 o1 g! M' Z
On the 30th day prior to the commencement of the initial quarterly dividend
1 i5 P ^, Z% K4 C& iperiod beginning on February 25, 2014, and on the 30th day prior to the first
5 @. }- @1 `% O8 K5 _day of each subsequent quarterly dividend period (the initial quarterly0 E! A" n; H" ~2 p. K
dividend period and each subsequent quarterly dividend period is referred to
/ {$ A I+ {! }5 Oas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
g2 F' X- q& u1 d* RQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
, H1 |0 b) ?1 X) HPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
" a$ S- W: ~) [* M( L7 l, G; lT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
: l6 b3 C- _' v8 melapsed in the applicable Quarterly Floating Rate Period divided by 365)
0 N$ l8 A z; Q) |% Odetermined on the 30th day prior to the first day of the applicable Quarterly
; E9 n6 ^6 V0 ]. ] JFloating Rate Period.: U; n( p8 k, L( D: j
S-5
- e3 n W5 E* U' A9 UIf the Board of Directors does not declare a dividend, or any part thereof, on: X8 Q1 x$ g; ^& W2 @
the Preferred Shares Series 19 on or before the dividend payment date for a
- z' [* _: x$ Y2 b8 gparticular quarter, then the entitlement of the holders of the Preferred
4 `9 e9 i+ f* U9 _" c, EShares Series 19 to receive such dividend, or to any part thereof, for such6 X" X% ^" ]* h% [( N }8 f
quarter will be forever extinguished./ ?: i, ?; K$ f9 E0 e7 o
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the/ s# ^5 M: F$ c" g2 v& x
Superintendent and to the provisions described below under the heading
; v+ b, l3 p" U2 b" ?+ p‘‘Details of the Offering — Certain Provisions of the Preferred Shares
: z% o- |$ U: Y3 s7 YSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,2 M8 w+ o$ d2 D2 J" y. k4 x
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all; B8 |) Q! u8 z- }! F
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
" s5 S& L2 b. H" Xoption without the consent of the holder, by the payment of an amount in
- Q8 B( B8 g" M/ A; [cash for each such share so redeemed of (i) $25.00 together with all declared! d f# O4 F% p* S* e& Q/ k8 i. J) x
and unpaid dividends to the date fixed for redemption in the case of; q8 i9 Y+ F/ u' J) y! ~
redemptions on February 25, 2019 and on February 25 every five years
. U$ f9 Q, j2 M" L8 c3 Othereafter, or (ii) $25.50 together with all declared and unpaid dividends to4 t3 K" z% D" v: K! R( E
the date fixed for redemption in the case of redemptions on any other date
: X- F3 k" {% } K3 c* Oon or after February 25, 2014.
! r7 C; J6 W/ O) R+ W$ `) L. tConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic& ~( v% e6 b0 Q) D! B
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have: W" J8 o& l4 A L9 ^
the right, at their option, to convert, on February 25, 2019 and on9 m8 p7 c+ l9 o9 j8 ^, ^) g8 {, L
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any1 p9 ~/ q* H8 f: {3 T% p: G" I
or all of their Preferred Shares Series 19 into an equal number of Preferred: k/ h6 R7 H0 _7 w5 A" @8 B
Shares Series 18 upon giving to the Bank written notice thereof not earlier& P2 U. B' `4 i6 ], B/ ^' H( W- U
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
+ F# c2 V5 |* W ]& Y' J15th day preceding, a Series 19 Conversion Date.. Y1 W* C+ J- J: }2 N, T
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
8 i( [8 L6 Y) W+ VProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares( \7 H" ]' L1 K" Z: y7 O c5 [# A
Series 18, as the case may be, that there would be outstanding on such
8 T5 M. _2 a* [3 H+ ?2 _, @1 ZSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
# d9 }7 H `4 l4 f7 Ssuch remaining number of Preferred Shares Series 19 will automatically be
4 j3 n& B2 F$ u m9 H$ p1 H0 `converted on such Series 19 Conversion Date into an equal number of
% V/ f: U s2 [Preferred Shares Series 18. Additionally, if the Bank determines that, after* ]! z/ W9 \, m
conversion, there would be outstanding on such Series 19 Conversion Date) R) y8 `. I; X' B# h
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
( c$ q4 I/ v5 ?4 Y0 WSeries 19 will be converted into Preferred Shares Series 18.
3 x$ ?$ i+ O1 \1 m3 W! FVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
& t. Z4 c; Z0 ]5 n! {; d }7 U5 B! vSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
& S6 M/ U$ g' m7 F& U/ B$ Fany meeting of the shareholders of the Bank unless and until the first time at
3 s, ]" e+ l0 t) D: |5 M9 B9 wwhich the Board of Directors has not declared the whole dividend on the5 ]1 n9 c% v3 W8 i0 Q" `6 d" v
Preferred Shares Series 19 in any quarter. In that event, subject as; ~* Q5 G$ {1 M; J w; f1 B
hereinafter provided, the holders of Preferred Shares Series 19 will be8 d% q- g7 ~5 S T' S4 K
entitled to receive notice of, and to attend, meetings of shareholders at which* a( T" H8 r% ~" P) y
directors of the Bank are to be elected and will be entitled to one vote for1 {9 ]+ V; u Y+ z- v& G0 w# |5 c
each Preferred Share Series 19 held. The voting rights of the holders of the( \9 c; Q! _: c f% j
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of# v* x0 \8 y, f* f6 Z3 k
the first dividend on the Preferred Shares Series 19 to which the holders are
f$ [ f2 `7 T# s' I. i6 A" @entitled thereunder subsequent to the time such voting rights first arose until
2 a9 \6 G6 S# H, `" b* l$ N* Hsuch time as the Bank may again fail to declare the whole dividend on the1 w- P0 `- w( _0 t8 e9 r
Preferred Shares Series 19 in respect of any quarter, in which event such) z! k7 a4 l+ n8 _$ h
voting rights will become effective again and so on from time to time.- o) q- q; f: T! O6 q+ `
S-6
- V A& H+ }0 L2 h: d$ `. H; LPriority: The preferred shares of each series of the Bank will rank on a parity with
% G6 r/ C0 C3 F: n6 f qevery other series and are entitled to preference over the common shares of3 c# c2 `/ y3 a: ?- x, {( N
the Bank and over any other shares of the Bank ranking junior to the
6 U# r, s/ Z: A/ N" Zpreferred shares with respect to the payment of dividends and upon any' h2 U) t9 G6 h
distribution of assets in the event of the liquidation, dissolution or( J; O4 `5 m) o6 q: ` L* L# M9 R
winding-up of the Bank.. V9 y3 l2 R" h: r$ `, W3 W4 [% f& |7 `# {3 x
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under/ g( @- ]% b! S& o9 w, r
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares4 a8 m5 }. ~0 Y k9 |3 V, ]
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
' Z: v1 ^% x2 N3 d9 b$ {dividends received on such shares under Part IV.1 of such Act. |
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