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发表于 2008-11-29 16:58
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下面是BMO的:! y# g8 A2 |7 d. }! r
SUMMARY OF THE OFFERING
' x% m1 N) A5 G& V' [5 @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’’.4 X7 Q0 e6 d) q7 s
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
4 z1 p' W7 Q; v, m9 V+ WAmount: $150,000,000 (6,000,000 shares).
6 {- B" R* c( cPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
9 v, [$ W4 u# o( P3 _Principal Characteristics of the Preferred Shares Series 18) h. R' }. q) ]
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed6 O9 `1 w% l. m2 ?0 P7 \5 s
non-cumulative preferential cash dividends, as and when declared by the
* f* J8 W4 X7 ]0 D; |9 x# U: zBoard of Directors, subject to the provisions of the Bank Act, for the initial) l7 ~6 h9 l! B8 h% _& U3 F
period commencing on the closing date and ending on and including
+ N. [1 W1 _; K8 {1 k; z aFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the2 K. S* E- Y2 k w( k
25th day of February, May, August and November in each year, at a rate) q! H4 s9 G, `% A2 f
equal to $0.40625 per share. The initial dividend, if declared, will be payable
1 ^9 N( n& }7 h' @; F5 U5 xMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing6 f) L4 S1 D' k2 ]5 [! [
date of December 11, 2008.
+ B* K$ ~( c; zFor each five-year period after the Initial Fixed Rate Period (each, a; u- m4 `; }; e! p: F
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
( c& c& [0 a, \: E7 iSeries 18 will be entitled to receive fixed non-cumulative preferential cash- k6 L2 E; X3 Y0 }" L
dividends, as and when declared by the Board of Directors, subject to the
' k, d. C+ Z; Z) T0 aprovisions of the Bank Act, payable quarterly on the 25th day of February,
: p/ f1 Y! E. V) c: C+ x9 LMay, August and November in each year, in the amount per share per annum
6 [ A+ c0 o1 [0 }+ n4 V7 Fdetermined by multiplying the Annual Fixed Dividend Rate applicable to
: U, F) p* N O$ N! A9 [) I0 Qsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend$ ^4 a* i2 c" }7 X4 I( k: ~
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
6 V7 i; Y" c9 f5 b4 a5 a& j* PBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
; ?, b7 \0 Q1 N: c, Lof such Subsequent Fixed Rate Period and will be equal to the sum of the
0 }8 p! s% Q) N7 s- g( L- IGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
e( J3 G1 H9 ]+ q1 r% fplus 3.83%.
% d! S, Z( ]! P8 C) GIf the Board of Directors does not declare a dividend, or any part thereof, on
9 D) N" B0 @1 D, v# ythe Preferred Shares Series 18 on or before the dividend payment date for a
% v9 a# l7 u2 K. z6 W6 yparticular quarter, then the entitlement of the holders of the Preferred$ } n2 `# m& I& J6 S
Shares Series 18 to receive such dividend, or to any part thereof, for such
- {3 m# `' r% ~( u6 }$ D: r- uquarter will be forever extinguished.
' u; U8 I5 D* l0 j; dRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
. {" h! {6 [* @3 xSuperintendent and to the provisions described below under ‘‘Details of the* k/ e3 g8 P: T( [
Offering — Certain Provisions of the Preferred Shares Series 18 as a; r# d- k; K7 X' x: B% v9 e
Series — Restrictions on Dividends and Retirement of Shares’’, on
; p7 b p% c" U& d1 wFebruary 25, 2014 and on February 25 every five years thereafter, on not
/ ~: @% v. i( T5 ~4 Amore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
* O7 x* e5 a9 m( zpart of the then outstanding Preferred Shares Series 18, at the Bank’s option) l4 t) {$ q# y+ S! ?
without the consent of the holder, by the payment of an amount in cash for
/ l( [& S6 V# G/ J& w% Jeach such share so redeemed of $25.00 together with all declared and unpaid2 Q. e% @ M' ?& N
dividends to the date fixed for redemption.) ~; n) y, h0 }! v0 @. o/ N' e
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
0 f* H7 ?0 p$ \& {' e4 i' G' MShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have, M! K1 E, D% ~( ^( T
the right, at their option, to convert, on February 25, 2014 and on1 a O3 R& [ o1 W: b% [" O
S-4
. v6 D9 ?1 B! n8 ?7 _5 IFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
) ]( b7 J1 @5 z4 w7 `or all of their Preferred Shares Series 18 into an equal number of Preferred
7 c3 f8 ?# Z; I2 U8 L& `4 wShares Series 19 upon giving to the Bank notice thereof not earlier than6 x% z0 I+ d& h) l+ m& U" S
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
/ ]0 I/ Q8 E9 z, `preceding, a Series 18 Conversion Date.
3 ^7 O8 O. U# }$ E8 l" P7 gAutomatic Conversion If the Bank determines, after having taken into account all shares tendered; K5 Q2 l9 M/ N8 u3 j% A% J* f
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares1 c; B1 n1 \# M# M x
Series 19, as the case may be, that there would be outstanding on such
' v- [" x9 @: LSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
# n! n+ L$ K6 n) i) k, _$ H7 jsuch remaining number of Preferred Shares Series 18 will automatically be' A: P! f* t, E, Q/ V% x/ M
converted on such Series 18 Conversion Date into an equal number of [5 ~3 T# \( z. ~) z# _
Preferred Shares Series 19. Additionally, if the Bank determines that, after2 q9 q( l. l' P9 U1 b
conversion, there would be outstanding on such Series 18 Conversion Date( {! t4 _, N" J
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares- p& O* _8 Y- a
Series 18 will be converted into Preferred Shares Series 19.& r0 z9 n7 h8 X# S3 n
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 E/ t2 v' l5 ~/ i2 f$ rSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
$ u6 P/ G; x3 \8 Kany meeting of the shareholders of the Bank unless and until the first time at$ D! _1 @5 q7 r- q4 w1 w
which the Board of Directors has not declared the whole dividend on the7 x; T3 P; W/ z: r7 e& b! ~& r# D
Preferred Shares Series 18 in any quarter. In that event, subject as
- Y' O; z- V+ Q0 m" s- Dhereinafter provided, the holders of Preferred Shares Series 18 will be6 Y( ^% k, r$ k
entitled to receive notice of, and to attend, meetings of shareholders at which$ b: N: S" ?2 v- l: f
directors of the Bank are to be elected and will be entitled to one vote for1 g; P# q- n) i8 j8 C
each Preferred Share Series 18 held. The voting rights of the holders of the
( p! P) s9 w$ U" j8 ~Preferred Shares Series 18 will forthwith cease upon payment by the Bank of7 ~5 `* U- A0 V+ ]
the first dividend on the Preferred Shares Series 18 to which the holders are
6 X# x' F! G/ e/ d2 H& u2 Aentitled thereunder subsequent to the time such voting rights first arose until
' n1 I5 g0 p4 t4 c& Y5 Psuch time as the Bank may again fail to declare the whole dividend on the) A) Z( V5 W9 t: i) i
Preferred Shares Series 18 in respect of any quarter, in which event such
1 Y" L1 S" ^1 n4 o/ l3 H" e, Qvoting rights will become effective again and so on from time to time.4 \) T5 n! A+ A$ c. p) J! x
Principal Characteristics of the Preferred Shares Series 190 Y9 {: Q, V, o2 p. }8 s+ y& G! h
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive6 ?8 Q' _9 a2 b8 g9 z) E
floating rate non-cumulative preferential cash dividends, as and when7 G/ p n C' Z) b
declared by the Board of Directors, subject to the provisions of the Bank Act,
# G8 c2 T7 N. \/ l$ U# ^; jpayable quarterly on the 25th day of February, May, August and November3 y9 {( L" Q& ]& c2 \0 B( A6 W
in each year, in the amount per share determined by multiplying the7 p+ j5 J M y6 o
applicable Quarterly Floating Dividend Rate by $25.00.
8 j' K% @: t7 E; H) Y! mOn the 30th day prior to the commencement of the initial quarterly dividend
8 ~+ Y8 Z ?5 O N j4 uperiod beginning on February 25, 2014, and on the 30th day prior to the first
' k9 k. c2 Z! n7 ?, ?/ e5 vday of each subsequent quarterly dividend period (the initial quarterly
4 x9 R1 Q( G+ u2 `4 Y* g" D2 @2 tdividend period and each subsequent quarterly dividend period is referred to3 f9 Q- o+ [1 Q. O' h7 R/ d" k5 ^
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
" B& c% Z4 s! R- b* VQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
) h0 ^- n2 [, L3 \; v. lPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
- v; U, N' h1 L" z# ^5 U# FT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days% F4 ~1 m" o. \. R: o, N% x
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
- g% t$ m, V$ E$ c( Ddetermined on the 30th day prior to the first day of the applicable Quarterly
# q& t# i8 |7 o1 Z" rFloating Rate Period.4 D* d- E/ ~% _* Q1 E7 G
S-5
4 A l2 T0 i% {, N' ZIf the Board of Directors does not declare a dividend, or any part thereof, on, _, r% Q* n8 e, w3 A6 G5 ~
the Preferred Shares Series 19 on or before the dividend payment date for a
. O u7 {; j' a1 \particular quarter, then the entitlement of the holders of the Preferred- E' s4 j( C! I
Shares Series 19 to receive such dividend, or to any part thereof, for such
9 J7 e: a9 V3 Z! m! gquarter will be forever extinguished.
2 ], a2 y% R5 ]1 Y3 @1 S/ k9 SRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
" z( }. _) f6 I0 J2 w' N) gSuperintendent and to the provisions described below under the heading' X3 l' q1 r) G, x6 g( v H. L
‘‘Details of the Offering — Certain Provisions of the Preferred Shares: }; a1 \6 O4 B K! [
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
- Q5 I/ d0 l; `! y6 non not more than 60 nor less than 30 days’ notice, the Bank may redeem all
; B) V {. ^1 ]; o4 j! lor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
4 [0 R4 D5 \3 |option without the consent of the holder, by the payment of an amount in. d% _$ L: {2 K. F+ t" A9 `; m
cash for each such share so redeemed of (i) $25.00 together with all declared6 R, i1 ?# x) Y8 Y. R+ V2 n9 R
and unpaid dividends to the date fixed for redemption in the case of4 `9 I: l+ [8 T7 e
redemptions on February 25, 2019 and on February 25 every five years
$ f( i% D8 ?7 h/ f7 c7 d! }# A4 L# Sthereafter, or (ii) $25.50 together with all declared and unpaid dividends to# A$ j. A% Y; {6 {7 ^, B
the date fixed for redemption in the case of redemptions on any other date
1 A: u( \/ X8 J- f, _+ \5 k0 s) eon or after February 25, 2014.
* g' F/ y& Q+ y9 U. QConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic' V4 J1 g R9 b
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
, k8 L- n7 ^9 |" Wthe right, at their option, to convert, on February 25, 2019 and on+ j1 S2 Y1 x: s. {3 Q
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
# n( G. Z# d% yor all of their Preferred Shares Series 19 into an equal number of Preferred
; P! [4 c! l6 OShares Series 18 upon giving to the Bank written notice thereof not earlier8 ?8 j S* M0 r' S; L0 k3 H
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the* j3 N. |# d% Q$ e" ]9 P& I1 ^) f
15th day preceding, a Series 19 Conversion Date.$ y* R+ z0 X* H7 z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered! O; C K" d% L; t& `
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares) P+ e1 m6 @: U! ^2 C
Series 18, as the case may be, that there would be outstanding on such0 R5 z' c: f. O+ u6 |4 z$ R3 W
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
8 q! S( ^3 e6 p" n2 r+ O0 W9 qsuch remaining number of Preferred Shares Series 19 will automatically be, W; b8 l6 p" p& h
converted on such Series 19 Conversion Date into an equal number of+ R- G# h+ T5 f( M, B, r0 x+ V
Preferred Shares Series 18. Additionally, if the Bank determines that, after
- R& I3 {" B; P8 B$ Xconversion, there would be outstanding on such Series 19 Conversion Date- z/ r8 j6 W* P- A4 } C0 U' T
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
) ~, |# S$ m) A) P- sSeries 19 will be converted into Preferred Shares Series 18.2 q! X3 U1 X9 k+ i8 {
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares, ?3 P6 O) t' G; u* J
Series 19 will not be entitled as such to receive notice of, attend, or vote at,' L7 }/ W! `' I( G
any meeting of the shareholders of the Bank unless and until the first time at# w# i% |+ X" N0 K( w6 [+ s4 H9 j
which the Board of Directors has not declared the whole dividend on the
& x) a2 T2 A1 z5 f3 aPreferred Shares Series 19 in any quarter. In that event, subject as# q" t: @: \1 S0 e4 X6 L
hereinafter provided, the holders of Preferred Shares Series 19 will be$ }, ]9 [2 @4 R0 n2 J
entitled to receive notice of, and to attend, meetings of shareholders at which
% a4 T% t7 L+ [" ^/ |directors of the Bank are to be elected and will be entitled to one vote for
2 L4 T. s' ^/ I+ `each Preferred Share Series 19 held. The voting rights of the holders of the
3 r" R$ L% x; \) m) APreferred Shares Series 19 will forthwith cease upon payment by the Bank of
: t- L. h( _* e( T/ j! ?5 dthe first dividend on the Preferred Shares Series 19 to which the holders are4 S" L. }2 ?! z. y; o. o# v7 {
entitled thereunder subsequent to the time such voting rights first arose until
3 w$ x# T, _: y6 K! Z2 gsuch time as the Bank may again fail to declare the whole dividend on the
4 a7 K4 {8 R# S$ ]0 J& w* r RPreferred Shares Series 19 in respect of any quarter, in which event such0 n/ W, W/ W; r+ _
voting rights will become effective again and so on from time to time.2 k% D& H' C. r+ R
S-6
1 U! f6 J, \- P4 t* x v; pPriority: The preferred shares of each series of the Bank will rank on a parity with9 Z% d3 w, `7 k8 ^+ y+ I
every other series and are entitled to preference over the common shares of
5 V* N! |8 v, V9 U V$ `' C. ethe Bank and over any other shares of the Bank ranking junior to the
\7 L1 e9 L+ a; q* ]4 Mpreferred shares with respect to the payment of dividends and upon any
/ S! {/ C: F3 A2 ^distribution of assets in the event of the liquidation, dissolution or* S3 J9 w2 l8 v2 N
winding-up of the Bank.
* R+ k! X, A( R8 s# y3 `0 c3 O7 f! N9 ?Tax on Preferred Share The Bank will elect, in the manner and within the time provided under2 l& l8 b( X6 n, I
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares$ X. k) m) R9 k c1 ]
Series 18 and Preferred Shares Series 19 will not be required to pay tax on3 ?5 I! |" i0 z' w. w
dividends received on such shares under Part IV.1 of such Act. |
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