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发表于 2008-11-29 16:58
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下面是BMO的:! _1 Q) J5 L: g% t. M1 }& s
SUMMARY OF THE OFFERING, ]8 u" [2 C; _: W5 f- o( E- B$ v
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’’.. ]/ R2 X$ e1 U& [9 }. t
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
- }+ `) W J/ Z9 W" BAmount: $150,000,000 (6,000,000 shares).% v/ R: ~& P& d4 M8 F* w- Y5 i
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
% P2 Z( W4 k% m+ D% D# \9 kPrincipal Characteristics of the Preferred Shares Series 18
* t; K y4 j C8 n( h" RDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed/ p4 V& R- _; Z5 K4 R
non-cumulative preferential cash dividends, as and when declared by the$ ?% w, c9 F' j
Board of Directors, subject to the provisions of the Bank Act, for the initial
J) b* P5 e. p a; ^period commencing on the closing date and ending on and including
2 P: b6 k m# H4 L7 wFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the9 G: K9 l& z) s+ \" i D) S
25th day of February, May, August and November in each year, at a rate/ N; B* ~! U6 P5 _ D
equal to $0.40625 per share. The initial dividend, if declared, will be payable
. o& f6 }2 m! ~; M' m" V; t. o1 OMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing4 V4 w5 z9 `1 C# ?" |% m
date of December 11, 2008.9 { y' g* T& K: H4 I
For each five-year period after the Initial Fixed Rate Period (each, a
( d0 _, }' f. F+ }& ~7 _1 Y‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares% J* c5 }, d- H/ Y6 g5 S
Series 18 will be entitled to receive fixed non-cumulative preferential cash, L: v6 W. y7 r& H+ A
dividends, as and when declared by the Board of Directors, subject to the+ W3 B6 t4 Y2 @
provisions of the Bank Act, payable quarterly on the 25th day of February, y( Y; ~- [2 r6 H4 E" e5 D
May, August and November in each year, in the amount per share per annum5 N* L6 X5 o: s
determined by multiplying the Annual Fixed Dividend Rate applicable to( |9 ~. Q: p* C6 U; o5 n, k
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend& G; W. t+ W3 c/ a0 l
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the3 y0 G8 f$ n2 M" o, M, Y# t
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day" J4 z* s7 a. H7 g5 j" E5 D
of such Subsequent Fixed Rate Period and will be equal to the sum of the9 p& }2 `/ k" W2 y( B0 ^
Government of Canada Yield on the applicable Fixed Rate Calculation Date: {4 d1 q, Y) l, W% `9 F( i
plus 3.83%.& W0 n; U. ^1 {8 v# p
If the Board of Directors does not declare a dividend, or any part thereof, on
0 Z4 w1 T( t) H2 O2 @2 I8 G! O0 O; dthe Preferred Shares Series 18 on or before the dividend payment date for a+ N/ P1 ~. R3 b# I7 X ]
particular quarter, then the entitlement of the holders of the Preferred
* [% J) d" V; @Shares Series 18 to receive such dividend, or to any part thereof, for such( |1 n1 T$ |5 n# k5 o
quarter will be forever extinguished.: E0 {0 A& r% y7 Z% [* \1 d
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
8 r6 k( K: w+ t1 q9 DSuperintendent and to the provisions described below under ‘‘Details of the- I. p( {& @/ g6 s
Offering — Certain Provisions of the Preferred Shares Series 18 as a
) v% y5 V. p+ q% V LSeries — Restrictions on Dividends and Retirement of Shares’’, on
( q3 t* t& @: |9 z5 k6 l- WFebruary 25, 2014 and on February 25 every five years thereafter, on not1 H! r, _7 V& g9 f1 b( w- `
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any! j1 P3 T S0 b6 T
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
* k% ^ ~0 [5 n% D: P4 Xwithout the consent of the holder, by the payment of an amount in cash for
+ O0 O6 V. B; O# _& feach such share so redeemed of $25.00 together with all declared and unpaid
9 J( k" @/ ^ H3 u- Bdividends to the date fixed for redemption.- g+ L/ h$ {/ L0 |7 s8 p
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
& g. Z$ N5 I' q9 p5 \% M8 z3 sShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
6 d1 o) z6 x" H: z5 x# W2 Cthe right, at their option, to convert, on February 25, 2014 and on
4 ]% R% d" z0 b0 g1 W% c) ~S-4
1 O7 Z8 C+ ^: }; {- UFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any6 V9 |0 N+ O# U) Z+ {. `# i: j
or all of their Preferred Shares Series 18 into an equal number of Preferred
' f0 w/ `5 W" ?% Q* N1 gShares Series 19 upon giving to the Bank notice thereof not earlier than
; ?0 C0 n* z2 L+ L30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
2 c$ T0 s8 Y5 w& n9 a% G% r% e' Gpreceding, a Series 18 Conversion Date.: A5 c- W: s4 w' m0 |6 }
Automatic Conversion If the Bank determines, after having taken into account all shares tendered$ T/ |* m% b E C/ d' w& M
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares3 f. t; l, J% h( \
Series 19, as the case may be, that there would be outstanding on such
6 P( |( s. T% ^! [2 y5 \3 @' l hSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,# r7 Y* d4 [$ A$ l3 i C6 G4 A" R
such remaining number of Preferred Shares Series 18 will automatically be2 i4 r# Z" ^! k: b
converted on such Series 18 Conversion Date into an equal number of
/ [7 O% E# @: H3 I3 @/ _7 LPreferred Shares Series 19. Additionally, if the Bank determines that, after
, y, p* k& n9 o$ n; n5 y. }! uconversion, there would be outstanding on such Series 18 Conversion Date! d* u. |. s' \/ V" H9 S+ l9 i% X
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares5 D b& B9 s8 \7 F" F+ Z7 x/ e
Series 18 will be converted into Preferred Shares Series 19.8 S, |8 ~7 P# f& C I
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
! O8 ~ X& z- uSeries 18 will not be entitled as such to receive notice of, attend, or vote at,! v4 H* |. c. z. O. A* n
any meeting of the shareholders of the Bank unless and until the first time at( V1 n' z, [" o$ s# ~' z
which the Board of Directors has not declared the whole dividend on the
' F. q$ O% A% V& ZPreferred Shares Series 18 in any quarter. In that event, subject as0 P' A6 C9 r/ r
hereinafter provided, the holders of Preferred Shares Series 18 will be. Z$ g: }" B3 A e5 V
entitled to receive notice of, and to attend, meetings of shareholders at which
% {+ F! V$ T4 t7 edirectors of the Bank are to be elected and will be entitled to one vote for
( z, }* I) N8 \- |/ ^6 [2 oeach Preferred Share Series 18 held. The voting rights of the holders of the; u; c% c, A6 E# g, [7 C, I
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
( {7 U# e6 ^; @. I( {the first dividend on the Preferred Shares Series 18 to which the holders are
& v8 ^! n8 t% h$ o; Wentitled thereunder subsequent to the time such voting rights first arose until2 x# W' `9 U! {7 ~, M# d$ ]
such time as the Bank may again fail to declare the whole dividend on the
9 x, T! P' h9 u4 a( kPreferred Shares Series 18 in respect of any quarter, in which event such
( c* \0 O8 e" n* i+ G- Ivoting rights will become effective again and so on from time to time., G5 z& ~$ j% e+ c1 ` \; S. n
Principal Characteristics of the Preferred Shares Series 19. w+ q' Z7 \, F0 _9 f
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
) l- }2 j2 o, V5 Kfloating rate non-cumulative preferential cash dividends, as and when2 R+ ~! G/ o+ B
declared by the Board of Directors, subject to the provisions of the Bank Act,, y Y( O" z2 G' w2 s
payable quarterly on the 25th day of February, May, August and November
4 ?6 u/ f1 ?. Z1 Jin each year, in the amount per share determined by multiplying the
& H8 b& `% l4 W7 Aapplicable Quarterly Floating Dividend Rate by $25.00.
2 J$ {: g1 K" `( z7 b. T8 qOn the 30th day prior to the commencement of the initial quarterly dividend
" ]1 a5 T0 y3 u& ?6 Tperiod beginning on February 25, 2014, and on the 30th day prior to the first
, Q$ ]/ q6 ^) [$ Sday of each subsequent quarterly dividend period (the initial quarterly2 [$ u/ s; _% x5 ~! [
dividend period and each subsequent quarterly dividend period is referred to& L2 h0 B; m9 b: R
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
, N; }/ K0 T. R* _5 d8 cQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate9 ^7 R; L8 Y ]- I
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the; e# O6 f9 s8 V* C
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days1 Q: X% |4 \' }, F. K+ E7 J
elapsed in the applicable Quarterly Floating Rate Period divided by 365)4 }0 _, _5 N; {. E
determined on the 30th day prior to the first day of the applicable Quarterly' c+ j4 `# p4 p
Floating Rate Period.$ P: J7 E' l5 I5 e# e
S-5
5 O4 T4 S \0 M+ n5 t' tIf the Board of Directors does not declare a dividend, or any part thereof, on
" e+ Z4 f) N6 O6 I0 n! ~/ }the Preferred Shares Series 19 on or before the dividend payment date for a
. a4 w9 b; `% s8 Bparticular quarter, then the entitlement of the holders of the Preferred
2 Y+ K) q' Q* b% I# c; FShares Series 19 to receive such dividend, or to any part thereof, for such7 t) N1 C/ i2 M2 P
quarter will be forever extinguished.
7 W. f* F0 v8 x# D0 _4 oRedemption: Subject to the provisions of the Bank Act and to the prior consent of the: R( T& ^* v7 D' Y+ F
Superintendent and to the provisions described below under the heading
+ B( L+ h3 _1 A& A* |/ p‘‘Details of the Offering — Certain Provisions of the Preferred Shares# K+ j# w+ ~8 O5 Q9 }& H
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
/ }: c G8 V6 Z" yon not more than 60 nor less than 30 days’ notice, the Bank may redeem all4 [- f8 R1 U1 {% Q2 @
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s) o$ n! a; {5 H9 [* F! J
option without the consent of the holder, by the payment of an amount in5 t. Z/ Y2 t% I5 M# ]% E
cash for each such share so redeemed of (i) $25.00 together with all declared
* j! U! V7 U: {9 land unpaid dividends to the date fixed for redemption in the case of) {6 o1 U3 q2 L3 Y8 m7 n
redemptions on February 25, 2019 and on February 25 every five years7 Y. [; I" t/ a- I E. u/ D& R. Y
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
- U0 ~, {- s: B( C+ Bthe date fixed for redemption in the case of redemptions on any other date- X# N4 {8 F( }, O
on or after February 25, 2014.
* U/ t0 |2 G9 |2 E9 O4 T8 cConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic% N3 G+ C8 a. ] r4 W; c) `. x) o
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
/ H+ y( U) q' w. D$ ]the right, at their option, to convert, on February 25, 2019 and on
# Q9 v/ K4 h" e. n# x% L* |2 {9 yFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any. u7 s" c. h! b( q: Z* U: H
or all of their Preferred Shares Series 19 into an equal number of Preferred
! F2 H: A- k& u3 _, m0 r# WShares Series 18 upon giving to the Bank written notice thereof not earlier
) U9 Y$ l4 u/ v1 C# `/ zthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
' l" t+ W$ T* @+ h5 {" H15th day preceding, a Series 19 Conversion Date.
, f) i) g: l3 tAutomatic Conversion If the Bank determines, after having taken into account all shares tendered) o7 i7 S9 g" k! ]+ Y
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
9 f3 b8 B9 R" g" v, t5 Q# oSeries 18, as the case may be, that there would be outstanding on such2 a. d+ c9 k- e5 y% y B: B$ N2 Q
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,. ^" U. Z) z1 S/ V0 V& G f$ C4 e. a6 ]
such remaining number of Preferred Shares Series 19 will automatically be# z7 o% A5 Z3 X: C( C; | P
converted on such Series 19 Conversion Date into an equal number of% Q! c' X# D1 x" M" Q
Preferred Shares Series 18. Additionally, if the Bank determines that, after
8 n3 s- E3 B: aconversion, there would be outstanding on such Series 19 Conversion Date6 R4 v8 t3 P/ i7 t3 o! E
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
& V o% o% X, O, P( j9 a$ HSeries 19 will be converted into Preferred Shares Series 18.# b6 T0 M- \# e( P4 ~* Z3 H* x
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 f3 L; K0 Q' B
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
* h. Q( [8 b0 X2 H$ w, N, _. yany meeting of the shareholders of the Bank unless and until the first time at4 S7 L+ Z4 m6 s- a& Y
which the Board of Directors has not declared the whole dividend on the
# {$ l- @- V" r3 |1 c& V( oPreferred Shares Series 19 in any quarter. In that event, subject as
2 @2 g+ W; F* Q: Vhereinafter provided, the holders of Preferred Shares Series 19 will be
' f2 y! N/ O5 v7 ]entitled to receive notice of, and to attend, meetings of shareholders at which; f/ y D) P1 e8 R h
directors of the Bank are to be elected and will be entitled to one vote for8 M1 |" v% u, f& ]4 m
each Preferred Share Series 19 held. The voting rights of the holders of the
* R3 f' h0 P# `' E8 A3 dPreferred Shares Series 19 will forthwith cease upon payment by the Bank of, T: W5 A+ f& H4 [' }" ~4 D
the first dividend on the Preferred Shares Series 19 to which the holders are0 v0 U9 _5 ?9 k9 i) A4 y
entitled thereunder subsequent to the time such voting rights first arose until
+ b3 S8 H& L6 {( K1 lsuch time as the Bank may again fail to declare the whole dividend on the: [; \& z* I. w5 S' Y4 d( r
Preferred Shares Series 19 in respect of any quarter, in which event such" X; j; |. [+ k( V7 }
voting rights will become effective again and so on from time to time.9 n9 D3 x2 Y. o; Q3 q
S-6- I E2 m9 g+ q$ i& d7 p+ @$ N. N
Priority: The preferred shares of each series of the Bank will rank on a parity with
) d# W$ c b1 l) ^! ^1 D) m, vevery other series and are entitled to preference over the common shares of
( Q/ |. M) n7 _1 s# h Y: G* Dthe Bank and over any other shares of the Bank ranking junior to the
3 o( _# T3 j' }3 o9 E" Wpreferred shares with respect to the payment of dividends and upon any
6 i1 O+ d2 X, O# E1 Mdistribution of assets in the event of the liquidation, dissolution or
) I& g+ N" g) Y/ rwinding-up of the Bank.
1 K. G" I6 v8 o" S' U( R' a+ ATax on Preferred Share The Bank will elect, in the manner and within the time provided under
7 S, x8 c4 X4 gDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares, E5 R: y, K' C1 A5 b5 E
Series 18 and Preferred Shares Series 19 will not be required to pay tax on6 ~% E4 l6 w6 i z
dividends received on such shares under Part IV.1 of such Act. |
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