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发表于 2008-11-29 16:58
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下面是BMO的:) x ]4 t! i, f* K1 U- ~; K
SUMMARY OF THE OFFERING3 u9 K0 b5 g9 j9 Q2 X$ H) t9 ]& z
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 v- a% ?- [( g o3 d, y( o8 |Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.7 C, t! z4 ?: K+ J
Amount: $150,000,000 (6,000,000 shares).1 W6 @+ Y, j. u6 h% z! L
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
; M- U3 x1 h5 B' E( |( ]Principal Characteristics of the Preferred Shares Series 181 a: g' L. g- S
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
2 x+ @# U3 S L7 nnon-cumulative preferential cash dividends, as and when declared by the
5 [4 a+ { G/ v" [7 tBoard of Directors, subject to the provisions of the Bank Act, for the initial
6 Y0 J- Y0 ?% T, l. T- z, Gperiod commencing on the closing date and ending on and including
4 `1 [8 s* d6 {February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
( Y% e0 Z/ x- N25th day of February, May, August and November in each year, at a rate) z' [* t4 B3 v' q6 c9 M
equal to $0.40625 per share. The initial dividend, if declared, will be payable
+ T- f4 v& y8 z! X' rMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing4 _$ d) g& q7 P$ s* c" n
date of December 11, 2008.
. C9 D) C! X$ S3 i* e& {6 [7 wFor each five-year period after the Initial Fixed Rate Period (each, a- \; Q3 e- ^' I# v6 T
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
0 D7 E+ |% ?* h ?$ r. XSeries 18 will be entitled to receive fixed non-cumulative preferential cash
1 a/ a* b' ^4 w! A& p! mdividends, as and when declared by the Board of Directors, subject to the0 }% b6 H$ B: G. [9 h: F* J
provisions of the Bank Act, payable quarterly on the 25th day of February,
7 W2 W( C2 Q0 Y$ x) U( i: c. `May, August and November in each year, in the amount per share per annum
' n/ a$ C8 q; t8 A* bdetermined by multiplying the Annual Fixed Dividend Rate applicable to
$ b/ G2 N9 b! Y+ Fsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend# @ u$ k' `2 A: z, P& ]
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
( r3 P$ c9 u4 R: vBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day2 {: e2 M' _4 m* ^3 ~
of such Subsequent Fixed Rate Period and will be equal to the sum of the/ ~ y) j- }5 t1 n- ]+ p( V1 k- b
Government of Canada Yield on the applicable Fixed Rate Calculation Date
. {' d6 s* b( w* E# Kplus 3.83%. z1 i k3 I0 l7 B' H4 Z" i
If the Board of Directors does not declare a dividend, or any part thereof, on
4 U0 N3 Q# ^+ L6 athe Preferred Shares Series 18 on or before the dividend payment date for a
8 y" \, M$ ^# G$ d ?particular quarter, then the entitlement of the holders of the Preferred i" t6 \/ l: }( Z" G
Shares Series 18 to receive such dividend, or to any part thereof, for such
1 X2 e: `8 Y# ^! v* q9 l+ y& q& Equarter will be forever extinguished.+ u% \1 q5 p2 g2 Q/ v+ H
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
- o# D* H! E/ J) a$ e% mSuperintendent and to the provisions described below under ‘‘Details of the8 s" m# Q! Y# Q3 J& x: i
Offering — Certain Provisions of the Preferred Shares Series 18 as a: H/ t+ P5 P9 S$ c0 v3 `" a
Series — Restrictions on Dividends and Retirement of Shares’’, on
3 ?, \' c: c( e4 n, eFebruary 25, 2014 and on February 25 every five years thereafter, on not
! u, F: r h! B, umore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
8 M! J$ s9 h& s" N8 dpart of the then outstanding Preferred Shares Series 18, at the Bank’s option: J/ j" ]! B8 W5 r% ?9 k
without the consent of the holder, by the payment of an amount in cash for
$ M" p4 D" L8 Y/ keach such share so redeemed of $25.00 together with all declared and unpaid% W, a# R4 K9 b6 @1 p
dividends to the date fixed for redemption.- Q: i7 Y: c2 X' F. \+ F1 H
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic* ^) }4 Y% [; W4 O5 Y) J- `
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have( `* O: y' V5 h; M5 N+ X
the right, at their option, to convert, on February 25, 2014 and on
& k3 y; B$ K' WS-4% @; Z% d7 ]& J8 R5 q
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
% t& s. `7 b' I) F& {5 Lor all of their Preferred Shares Series 18 into an equal number of Preferred
4 s7 A1 _0 q% ~0 D8 l" o8 z: @1 hShares Series 19 upon giving to the Bank notice thereof not earlier than0 Z; r9 ?' h( o$ L; { H3 O; Y
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
. C `8 d3 @, v; f9 dpreceding, a Series 18 Conversion Date.
# `; h/ n, m! R1 P8 h! F1 q; K2 PAutomatic Conversion If the Bank determines, after having taken into account all shares tendered, O* J3 S8 M: W! n5 C: X" _& B
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
! H) `6 F1 y+ Q) {+ }3 f+ r% d) @Series 19, as the case may be, that there would be outstanding on such
3 @% z0 o/ n5 B; v: N$ TSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
4 t) X" g& @; d4 O, U2 ?/ ysuch remaining number of Preferred Shares Series 18 will automatically be
& L1 S0 }6 N0 o1 g) Fconverted on such Series 18 Conversion Date into an equal number of
( w3 b1 \+ d7 `+ I, }# _4 KPreferred Shares Series 19. Additionally, if the Bank determines that, after; o3 |# t6 v0 j/ l- B- w) w5 e
conversion, there would be outstanding on such Series 18 Conversion Date+ `" Y) k. d) P0 `: k* M1 u
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares3 Q+ c" I; `3 {* k( d
Series 18 will be converted into Preferred Shares Series 19.
( w) D' M/ D9 B" x3 j# [Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
4 {5 w6 d9 B8 C( A0 `/ _ L+ ]- qSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
! ?. M" [$ U/ g/ }; l3 W6 nany meeting of the shareholders of the Bank unless and until the first time at' S- g9 |$ \2 w; s3 y5 R
which the Board of Directors has not declared the whole dividend on the! o0 v1 Y* u4 b! H4 C
Preferred Shares Series 18 in any quarter. In that event, subject as. x, y2 H% D: H* o( `
hereinafter provided, the holders of Preferred Shares Series 18 will be# h% H0 R( y! c, l: u) L/ U
entitled to receive notice of, and to attend, meetings of shareholders at which4 @. D) F5 N2 \( ~& E, b
directors of the Bank are to be elected and will be entitled to one vote for
7 \6 m5 t# z+ c! Eeach Preferred Share Series 18 held. The voting rights of the holders of the
: l! H) e8 L8 w, p, {; @/ `Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
- {2 O4 L& ^2 D, K( d9 Cthe first dividend on the Preferred Shares Series 18 to which the holders are; h9 e0 l0 K* B1 i5 V/ L& j7 ^
entitled thereunder subsequent to the time such voting rights first arose until
9 Q7 H: p. _/ u, Wsuch time as the Bank may again fail to declare the whole dividend on the$ R; o' ?# O6 x% g3 `2 R+ W" }
Preferred Shares Series 18 in respect of any quarter, in which event such
4 Z. \) f3 J8 \. r' R+ ^# d) M+ Jvoting rights will become effective again and so on from time to time.
5 d7 Z; C) T2 C3 r. ~Principal Characteristics of the Preferred Shares Series 19
8 l# [4 B" \2 m- z; J6 ^ \; @Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
; p- P9 C& C" Q) `floating rate non-cumulative preferential cash dividends, as and when+ f; y G# k0 P* r6 P) v
declared by the Board of Directors, subject to the provisions of the Bank Act,
0 {" Q+ m. u* L6 K) |payable quarterly on the 25th day of February, May, August and November
3 r A: }" f' }in each year, in the amount per share determined by multiplying the
5 k! P+ q5 S7 `* l! S. `applicable Quarterly Floating Dividend Rate by $25.00.* ]0 ^+ N# S) V& \
On the 30th day prior to the commencement of the initial quarterly dividend
" R$ R" [% m" W) F. T6 Q7 V# t$ ^4 zperiod beginning on February 25, 2014, and on the 30th day prior to the first
# T2 z" A$ e* E3 k5 v4 ?day of each subsequent quarterly dividend period (the initial quarterly
4 q* o/ c/ r" B6 w' B% j8 z: Zdividend period and each subsequent quarterly dividend period is referred to/ e4 H- D; G$ C. C, J
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
7 Z! I9 @) j8 K+ f) H1 C5 C+ n% o8 y; DQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
$ t; h9 O( v5 [# j2 IPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the) o0 r9 C6 I& ~$ M7 Z' P% d
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
3 y- `+ `7 U* r- [" n8 c. L# I3 @elapsed in the applicable Quarterly Floating Rate Period divided by 365), Q L$ k' H' p; S1 Q, z
determined on the 30th day prior to the first day of the applicable Quarterly3 Z' s. @+ {# `4 w8 }- ]9 @ S
Floating Rate Period.3 S8 o4 G% q+ @: L1 c
S-5
% q7 e6 k9 R$ P( i& D% d5 {If the Board of Directors does not declare a dividend, or any part thereof, on6 G6 {! }) v6 M- d
the Preferred Shares Series 19 on or before the dividend payment date for a
0 Y$ q' X+ ~1 P6 H8 `9 gparticular quarter, then the entitlement of the holders of the Preferred" y# Q" c% o9 W. m, C/ [, k
Shares Series 19 to receive such dividend, or to any part thereof, for such
0 u8 _: G. O& i- |quarter will be forever extinguished.
: v! ]$ t# j @/ eRedemption: Subject to the provisions of the Bank Act and to the prior consent of the0 N5 Q) T: ^2 J' U' `/ G% H0 f
Superintendent and to the provisions described below under the heading7 }3 z, A& L3 Y. }9 H' f% L/ w
‘‘Details of the Offering — Certain Provisions of the Preferred Shares7 d; _" u6 x& e, |
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
% H+ @% [/ V& \' ~: x" H' y" }on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
4 y( y" w5 X& Hor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
8 m/ B1 c7 ]3 G2 {8 ~option without the consent of the holder, by the payment of an amount in& W. g+ ~# Q- I$ ^1 S
cash for each such share so redeemed of (i) $25.00 together with all declared5 A1 W" U' j' z
and unpaid dividends to the date fixed for redemption in the case of
- l8 @3 f9 a: ]2 jredemptions on February 25, 2019 and on February 25 every five years* {/ a) `" o/ o4 q* J1 @- t
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to6 V5 Z2 m1 D% W
the date fixed for redemption in the case of redemptions on any other date
! L$ ^- T/ j6 L$ ~6 G& X& Y9 d% lon or after February 25, 2014.
$ a! O5 O) o) w2 |Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
% N/ J5 ^* l( \2 N6 h9 x" RShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have5 Y K2 U+ {3 v8 b
the right, at their option, to convert, on February 25, 2019 and on- Z' p. Z. j8 f3 V ~
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any5 ~0 D& B2 D5 ^% t. q$ X$ a5 p
or all of their Preferred Shares Series 19 into an equal number of Preferred6 H3 u8 O, Y( Q' F
Shares Series 18 upon giving to the Bank written notice thereof not earlier
6 S! M6 f* c, `than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
' J: Q& I2 W% y/ X3 j15th day preceding, a Series 19 Conversion Date.
$ y. o; ?4 _5 Z; j" F5 d* LAutomatic Conversion If the Bank determines, after having taken into account all shares tendered8 k, N: d* V3 |
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
9 f$ j/ G: Y( X" ` C% kSeries 18, as the case may be, that there would be outstanding on such- d; ^- ?/ p2 E" w( A
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
* ~5 S- A F$ Q0 D6 X5 ?3 s0 jsuch remaining number of Preferred Shares Series 19 will automatically be
# L% m1 M: `* q0 X2 Hconverted on such Series 19 Conversion Date into an equal number of& M2 ^% E, @; @
Preferred Shares Series 18. Additionally, if the Bank determines that, after
3 E, C0 u1 L7 k# vconversion, there would be outstanding on such Series 19 Conversion Date- L8 K( i! }" B$ z( l% N$ A+ s* ~' d
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares4 ]- Z1 b9 {) Z; V k4 V0 M
Series 19 will be converted into Preferred Shares Series 18.4 U: p; {& O6 x V
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: D" R! r8 j8 b5 }
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
1 J( Z/ ^+ ]& W% S$ B" `* z/ Pany meeting of the shareholders of the Bank unless and until the first time at% h4 d3 V, t- B( H8 ~ c$ A
which the Board of Directors has not declared the whole dividend on the3 Y, P: R( s; S9 y0 C/ D1 ]
Preferred Shares Series 19 in any quarter. In that event, subject as3 U/ T! W6 j1 A. X# o5 b6 D2 M
hereinafter provided, the holders of Preferred Shares Series 19 will be
2 q5 h& F# ?# b% ^& _7 kentitled to receive notice of, and to attend, meetings of shareholders at which
! Z+ o, Q/ s9 p; J0 A0 ?3 q2 r0 }directors of the Bank are to be elected and will be entitled to one vote for* C) r7 L2 D/ ]' F
each Preferred Share Series 19 held. The voting rights of the holders of the
& L& p( H% U: G! e0 fPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
% X" N0 w0 Z" dthe first dividend on the Preferred Shares Series 19 to which the holders are
' C- w( k1 S# A. G# Y! q5 F/ ^entitled thereunder subsequent to the time such voting rights first arose until! G7 w# f9 u6 j6 q6 J V
such time as the Bank may again fail to declare the whole dividend on the
" o. T- c, o2 j% d) IPreferred Shares Series 19 in respect of any quarter, in which event such
* ^1 Y B) e4 e) Avoting rights will become effective again and so on from time to time.- u, a0 D6 u# p" L5 O' [$ z, P
S-6; g: p& Z$ }* B3 F; Q p4 j2 u
Priority: The preferred shares of each series of the Bank will rank on a parity with
% Y0 u; D/ Q3 X& \" Qevery other series and are entitled to preference over the common shares of* D& R9 O) L) F9 H$ A" ~7 p1 D- l
the Bank and over any other shares of the Bank ranking junior to the0 t* Z+ X) [: ~. g; L# C: b0 B0 H
preferred shares with respect to the payment of dividends and upon any
V) ?, M$ X) N3 K* Z9 qdistribution of assets in the event of the liquidation, dissolution or
$ \" |/ ]- V( j5 @* U mwinding-up of the Bank.) F1 O: m2 u" u; Y0 M" _/ t) S
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under. Y5 W8 H0 }! e/ b8 b1 T3 C! ^5 p
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares" e4 [- o2 I2 K* Y) \/ y/ T
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
4 V( Z E7 H! `) D& E- ndividends received on such shares under Part IV.1 of such Act. |
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