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发表于 2008-11-29 16:58
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下面是BMO的:1 Y; E: S( c( @, s
SUMMARY OF THE OFFERING
R! n) [" _' `+ m! iThis 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’’.4 \$ G3 w1 u! U7 \1 z, @
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
# p1 M' Y, T' E1 ?$ ]/ u! G& n+ HAmount: $150,000,000 (6,000,000 shares).
6 m* `2 E/ D7 s4 c6 w* L) tPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
! L* n& N" l' H1 M& @! H7 l. TPrincipal Characteristics of the Preferred Shares Series 18+ X# g, ~% h- i) D, c* {1 O0 d
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed$ f6 X" l% P% K( M! l6 C2 A
non-cumulative preferential cash dividends, as and when declared by the( a4 A E" c& Q8 {: P7 V
Board of Directors, subject to the provisions of the Bank Act, for the initial
( {1 e2 S) G8 D! \5 r3 X2 _5 Vperiod commencing on the closing date and ending on and including4 v$ o5 }* E- Q/ h% M
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the% T: I2 E' P/ _* d5 m) ^- p
25th day of February, May, August and November in each year, at a rate# X) M: u0 q' k h( J( o
equal to $0.40625 per share. The initial dividend, if declared, will be payable
6 [, b X2 O3 f3 s) AMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
5 I& k: m. n) v4 y. Z# ydate of December 11, 2008.
- |' l7 e8 F: p: J& F, CFor each five-year period after the Initial Fixed Rate Period (each, a! h1 n# f4 m* z" |
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
6 [7 \) k5 l% M4 k" x( kSeries 18 will be entitled to receive fixed non-cumulative preferential cash
5 z j8 a3 d& f/ K5 Pdividends, as and when declared by the Board of Directors, subject to the/ I# F4 F8 A! O* e
provisions of the Bank Act, payable quarterly on the 25th day of February,3 i) `* X9 B7 J- B4 H& h( s
May, August and November in each year, in the amount per share per annum' u" l: I1 Q/ Y+ f
determined by multiplying the Annual Fixed Dividend Rate applicable to
9 _1 J5 t3 W3 E6 Q! B' j6 u( O; A% ssuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend6 I% G/ M0 E. L
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the" t" M* M( d& \
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
" C) A3 q: x3 |; yof such Subsequent Fixed Rate Period and will be equal to the sum of the
( b- u" U; c/ b3 b+ G! {Government of Canada Yield on the applicable Fixed Rate Calculation Date
" J$ V r$ _3 Kplus 3.83%.7 R2 q0 O9 h( h s+ d3 |7 ^% Q
If the Board of Directors does not declare a dividend, or any part thereof, on
; [* F3 t0 s# qthe Preferred Shares Series 18 on or before the dividend payment date for a
4 D1 Z) C u2 M. Mparticular quarter, then the entitlement of the holders of the Preferred# L) A L& G0 N$ @0 g$ U; n. \
Shares Series 18 to receive such dividend, or to any part thereof, for such. I1 T+ ]* j# \( R4 q
quarter will be forever extinguished.
" w- a0 K+ R6 k0 FRedemption: Subject to the provisions of the Bank Act and to the prior consent of the6 X0 T' r4 [3 a0 s4 V
Superintendent and to the provisions described below under ‘‘Details of the f7 `$ J& T4 _2 W; _) p7 j! C* }
Offering — Certain Provisions of the Preferred Shares Series 18 as a
3 W( d0 p% f& K8 I$ [! zSeries — Restrictions on Dividends and Retirement of Shares’’, on
- ]0 i0 e8 `( y; B8 E+ N1 dFebruary 25, 2014 and on February 25 every five years thereafter, on not4 Z; |6 K8 O ]2 w, a
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any! C4 _ t8 ^6 @
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
0 p% N; q1 c+ T9 _9 U hwithout the consent of the holder, by the payment of an amount in cash for
$ w- o+ a2 \# a1 l5 Peach such share so redeemed of $25.00 together with all declared and unpaid c" o9 q3 l2 V( g
dividends to the date fixed for redemption.6 K+ X3 X5 M. _, A. [
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic$ q" g" k+ Y* }6 o
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have8 Y( Q' [. q% y# X% Y* Z
the right, at their option, to convert, on February 25, 2014 and on; j1 B3 W# v! @5 T% X6 ]5 T8 T
S-4$ m+ @& _, O$ d
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
0 n3 w! f& L( w% eor all of their Preferred Shares Series 18 into an equal number of Preferred
# Q- D) B! }. {. L) V6 gShares Series 19 upon giving to the Bank notice thereof not earlier than
1 ^) I6 N5 Z8 I+ \4 A3 ]/ f) b30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
: d5 G$ ?# L8 e6 {4 F* b& Z0 upreceding, a Series 18 Conversion Date.2 L9 ]" L y9 O( ]
Automatic Conversion If the Bank determines, after having taken into account all shares tendered: A( {# ^5 w. ^0 O- t" y0 D
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
5 p+ A5 q$ Q X5 lSeries 19, as the case may be, that there would be outstanding on such
9 T( a$ \, C! b* o* K; k s" WSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
; o( a: c/ G/ _( q0 nsuch remaining number of Preferred Shares Series 18 will automatically be7 s9 u- B w! [. x, B7 D0 _
converted on such Series 18 Conversion Date into an equal number of
. `8 _- ^! @# D: _& ~" U% b PPreferred Shares Series 19. Additionally, if the Bank determines that, after
1 f. P6 C2 p2 C% u! A- dconversion, there would be outstanding on such Series 18 Conversion Date
% u+ q0 v9 A7 m9 ?5 W( S. nless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
( j4 \# Y$ l8 t9 m3 c9 ~Series 18 will be converted into Preferred Shares Series 19.
, h3 p% I; N& O/ A* d- Y& oVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
% V, u4 t$ g; i( ~; }Series 18 will not be entitled as such to receive notice of, attend, or vote at,; W3 g* \- S* B0 \
any meeting of the shareholders of the Bank unless and until the first time at. B# M1 W0 \+ M% |1 B! h, i$ C
which the Board of Directors has not declared the whole dividend on the
! _7 x9 a: D% G* _4 w5 ? LPreferred Shares Series 18 in any quarter. In that event, subject as
: R! S. w2 c" o3 ^0 Hhereinafter provided, the holders of Preferred Shares Series 18 will be
! n7 L' i( l! a# W: A( t/ rentitled to receive notice of, and to attend, meetings of shareholders at which/ o, ]& ^6 m5 a
directors of the Bank are to be elected and will be entitled to one vote for$ s$ c [) c, ?+ Z1 j9 [& p
each Preferred Share Series 18 held. The voting rights of the holders of the. T" u6 {: p# h+ p# S- p( W
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
0 g4 b0 A9 c8 J7 l' {. pthe first dividend on the Preferred Shares Series 18 to which the holders are9 A5 c3 _$ d8 |6 S; X+ ]0 D0 e
entitled thereunder subsequent to the time such voting rights first arose until( a6 q1 R& u3 z- @/ b% I3 G' h5 x
such time as the Bank may again fail to declare the whole dividend on the
& [) X( s( v: O! w) G8 OPreferred Shares Series 18 in respect of any quarter, in which event such
" f2 [ Q. m/ _8 U* T3 [voting rights will become effective again and so on from time to time.
2 R* D) Q! q! W, g5 [9 yPrincipal Characteristics of the Preferred Shares Series 19) q J: u/ N9 f4 T5 o
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive/ l" ~7 C+ N9 h% X
floating rate non-cumulative preferential cash dividends, as and when
) b+ `& T; \5 A# B# T7 A# adeclared by the Board of Directors, subject to the provisions of the Bank Act,* Z, W+ R v( G; t7 U$ ^
payable quarterly on the 25th day of February, May, August and November
- T' k+ K5 G# v7 e& Nin each year, in the amount per share determined by multiplying the
7 G- A& W# s5 A0 \# f9 ^4 T0 Tapplicable Quarterly Floating Dividend Rate by $25.00., @# R" ~# w" t# g. L3 `2 ]+ u; z
On the 30th day prior to the commencement of the initial quarterly dividend
+ ]: D2 r* e, F; ^: D" kperiod beginning on February 25, 2014, and on the 30th day prior to the first& M% D3 T6 a2 A8 Y& `0 M+ p' W
day of each subsequent quarterly dividend period (the initial quarterly
( M9 ~; Q, p4 Cdividend period and each subsequent quarterly dividend period is referred to) g/ S5 t8 H2 r9 N
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
- G" f' i5 E" `6 L' AQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
c1 i3 `2 v" n% f# h$ d" _, hPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the6 x4 Y- \& H) \+ N) t$ H, _0 e
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days# v- p7 q8 |. s; M/ V% J
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
# w4 a. {. n: U9 d( s. edetermined on the 30th day prior to the first day of the applicable Quarterly
$ Y+ Q+ Z4 a! _! `5 uFloating Rate Period.3 t& I8 b' H2 ]' j/ t
S-5" w' t# e/ D- e" q
If the Board of Directors does not declare a dividend, or any part thereof, on
2 n8 ^0 Q z' C( M$ tthe Preferred Shares Series 19 on or before the dividend payment date for a
- u7 M- S5 N& k! T/ q" Fparticular quarter, then the entitlement of the holders of the Preferred
) n9 ?) |6 M8 `/ P1 k! I( pShares Series 19 to receive such dividend, or to any part thereof, for such
7 }; e- Y I0 e- K) C* yquarter will be forever extinguished.2 |" k j# v0 S; d% |
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the2 i: B7 ?8 X3 X3 b* i
Superintendent and to the provisions described below under the heading
8 L1 D5 j- F& e: B8 P9 g9 m2 C$ k; q‘‘Details of the Offering — Certain Provisions of the Preferred Shares
p; T& I& o2 |Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,6 h) |9 j7 J9 g& Y& J! }
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
8 I! q, Z- O+ ~( o- C1 sor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
( k+ b/ ` w& Boption without the consent of the holder, by the payment of an amount in+ ~( ^3 J. {8 U( c
cash for each such share so redeemed of (i) $25.00 together with all declared
2 e; f' t: b: H6 |and unpaid dividends to the date fixed for redemption in the case of$ r* _$ ]2 j2 j0 B; Q
redemptions on February 25, 2019 and on February 25 every five years' Z) O* o$ L$ H8 p% Z$ A8 A' {+ r4 W
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
u* P- h' P \9 N y& r }the date fixed for redemption in the case of redemptions on any other date
5 G% U1 p2 p* jon or after February 25, 2014., k$ M; b1 S! M/ t
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic6 C. F0 I. {0 D; N) T8 I4 A8 `8 |
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have% b3 w* G2 w/ w; s0 c2 j) J
the right, at their option, to convert, on February 25, 2019 and on" T2 w1 M5 J; Q& `, |
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any! }2 d( S9 h0 q: {
or all of their Preferred Shares Series 19 into an equal number of Preferred. R' X$ o9 W! i& j3 x t2 ^
Shares Series 18 upon giving to the Bank written notice thereof not earlier% N, n+ |; F# Q) I' F4 f
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
9 Z; ]# L- j# {( \1 E+ g15th day preceding, a Series 19 Conversion Date.( g' v; G2 @* m1 s
Automatic Conversion If the Bank determines, after having taken into account all shares tendered: i' E0 r+ \0 R0 t# h9 U
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares1 n% j \' u8 R0 Q) G- v7 W6 b% x
Series 18, as the case may be, that there would be outstanding on such
& ]7 }+ `9 u4 T! ESeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,8 Z7 h) v- A# z/ m) |- S, k
such remaining number of Preferred Shares Series 19 will automatically be7 l, B) M4 M; _+ g; I* b6 w
converted on such Series 19 Conversion Date into an equal number of$ {9 M, z( Y$ n) `
Preferred Shares Series 18. Additionally, if the Bank determines that, after0 I$ [2 m, X. s- i0 l
conversion, there would be outstanding on such Series 19 Conversion Date
5 E9 R. s/ d3 H- w, k) b* N- f! sless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
! c$ m0 b: r3 Q3 I1 |( eSeries 19 will be converted into Preferred Shares Series 18.
# Z! d6 M( [# x6 \ | `Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
+ V2 m" a9 \: Z6 B& w9 dSeries 19 will not be entitled as such to receive notice of, attend, or vote at,! f. j8 t7 \1 y
any meeting of the shareholders of the Bank unless and until the first time at
3 H& }. @& l' ?$ w/ X7 p5 _# Z! a- xwhich the Board of Directors has not declared the whole dividend on the3 J* i: i j$ v: j2 D
Preferred Shares Series 19 in any quarter. In that event, subject as
1 Z; C" Z! W1 i1 c7 B0 ?8 l3 mhereinafter provided, the holders of Preferred Shares Series 19 will be
+ l. y% ` x" p/ e/ Mentitled to receive notice of, and to attend, meetings of shareholders at which' N# c& o" ^4 C. c5 ~+ h, f4 N/ g
directors of the Bank are to be elected and will be entitled to one vote for
+ B; p! k/ C" H0 R' R2 O. Seach Preferred Share Series 19 held. The voting rights of the holders of the; a: j# {3 `5 \% ^
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
* I/ B+ g- F) Ythe first dividend on the Preferred Shares Series 19 to which the holders are
( ?5 j+ x" t0 Q9 I2 l$ Wentitled thereunder subsequent to the time such voting rights first arose until# X4 V3 M% _; N* p
such time as the Bank may again fail to declare the whole dividend on the6 I k5 X# H- Y
Preferred Shares Series 19 in respect of any quarter, in which event such: I# T/ a5 J# k4 V
voting rights will become effective again and so on from time to time.+ T' I+ Q+ K2 [9 r1 e
S-6
3 X$ f, I, G0 MPriority: The preferred shares of each series of the Bank will rank on a parity with5 a y! e0 d G$ @
every other series and are entitled to preference over the common shares of) g& U/ j1 M# x5 A: E' ?
the Bank and over any other shares of the Bank ranking junior to the: u. X! ] L' Z4 K9 v
preferred shares with respect to the payment of dividends and upon any
' z/ E# C: t- s9 r5 sdistribution of assets in the event of the liquidation, dissolution or
3 j5 m) U- _9 E6 U) nwinding-up of the Bank.$ l' F: M2 j. K# H* I
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under7 J( |/ u( T; [: ]( [
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
5 E# A, D+ R( V/ i: J& z) F eSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
! H# ]. i0 ~$ i) B# c# kdividends received on such shares under Part IV.1 of such Act. |
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