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发表于 2008-11-29 16:58
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下面是BMO的:2 }% M5 J/ `7 A5 s, N% M
SUMMARY OF THE OFFERING3 s+ b$ ^% J4 F. i' n5 }
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’’. @8 v8 O3 Q" ?, s' d& a9 s
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.2 W2 h! F: t: x, ~0 T S$ I
Amount: $150,000,000 (6,000,000 shares).
; n4 W1 p( e- T/ h8 g0 z8 K, w; kPrice and Yield: $25.00 per share to yield initially 6.50% per annum.$ L$ F) | M- [- N3 `
Principal Characteristics of the Preferred Shares Series 184 ]( Z% F3 Z) C$ s0 q B8 v1 e& j1 X
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
: p( G0 T* V0 b; ^( V! }1 Unon-cumulative preferential cash dividends, as and when declared by the6 I" F$ ]9 g9 [+ [$ J, E
Board of Directors, subject to the provisions of the Bank Act, for the initial
. W/ {* H6 | Lperiod commencing on the closing date and ending on and including
8 [6 u- V* x% G& ` vFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
9 t% ~: Y" `4 K+ }8 n25th day of February, May, August and November in each year, at a rate+ h' b* l8 u8 X, f' J: n0 g
equal to $0.40625 per share. The initial dividend, if declared, will be payable
* [$ k8 h1 k7 T& u$ F `, q8 aMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
) L. D9 K3 r6 D0 o. Y; t6 c8 Sdate of December 11, 2008.
9 c. a5 R& i2 q! L+ C9 `2 a0 @" n; BFor each five-year period after the Initial Fixed Rate Period (each, a2 L f$ [, a5 S9 a
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares" I8 y# F9 ^% H3 D5 d
Series 18 will be entitled to receive fixed non-cumulative preferential cash5 V1 }! Z! K* {% i
dividends, as and when declared by the Board of Directors, subject to the. b- O+ y. B- f3 D2 |! `' ~4 J: E
provisions of the Bank Act, payable quarterly on the 25th day of February,& `4 J7 p- _' f6 _5 U. y) F
May, August and November in each year, in the amount per share per annum
0 ~3 C' E) f! ?determined by multiplying the Annual Fixed Dividend Rate applicable to' d: G G0 D. m1 @4 g
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
7 q9 }; }( B \5 VRate for the ensuing Subsequent Fixed Rate Period will be determined by the/ L, Z0 M( U0 }: ]2 k
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day& }" ` B( |+ `: ~) o
of such Subsequent Fixed Rate Period and will be equal to the sum of the
6 y* ^/ M) p9 z8 B- wGovernment of Canada Yield on the applicable Fixed Rate Calculation Date% K/ x) A% Y" @* Q, f+ M/ |. E6 d
plus 3.83%.
& y, ^& q( N" w' a: m0 q& E+ LIf the Board of Directors does not declare a dividend, or any part thereof, on$ {; e) W _$ G9 c0 P
the Preferred Shares Series 18 on or before the dividend payment date for a
! n6 x& U9 ~; W, \1 yparticular quarter, then the entitlement of the holders of the Preferred% ?/ t+ a" \7 q
Shares Series 18 to receive such dividend, or to any part thereof, for such
6 i7 B+ T, O8 equarter will be forever extinguished.
, T- ?1 d% x/ ~+ A2 w$ [/ YRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
8 y# N( A7 ^4 |9 ?; `* | D7 mSuperintendent and to the provisions described below under ‘‘Details of the
5 @4 M! _8 Z2 Y8 ?! @( @. q$ IOffering — Certain Provisions of the Preferred Shares Series 18 as a
|# ]3 l" B! y# X) F# kSeries — Restrictions on Dividends and Retirement of Shares’’, on4 I3 F9 z% w1 j& z5 x F& g
February 25, 2014 and on February 25 every five years thereafter, on not) I0 l4 s" t# |- {% [& Q7 F
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any$ m. ]' K% J, N+ v: R; y2 [! D
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
$ N% ~6 t" T1 r$ s' qwithout the consent of the holder, by the payment of an amount in cash for& @! T% U! T& B0 v0 F& N; Z
each such share so redeemed of $25.00 together with all declared and unpaid$ c+ w# ?! s+ d( o; C5 P
dividends to the date fixed for redemption.5 d3 d* q* `9 a L
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic( m% J: d/ {8 g% r& a- [
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have3 s# A5 u2 W5 t2 w: |
the right, at their option, to convert, on February 25, 2014 and on# T w- N! t9 f! r; O+ E5 P
S-4" Q# |& ~1 [" F7 `! ?& j! A
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
0 q& v% K% Y) n( y7 mor all of their Preferred Shares Series 18 into an equal number of Preferred7 c8 J* ~7 r6 U
Shares Series 19 upon giving to the Bank notice thereof not earlier than$ p) `( \3 S# }' A, z V
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day5 T& i- Q7 k4 a6 _: p- ?! @8 n5 ^
preceding, a Series 18 Conversion Date.% N5 p6 g" k$ k; u9 j
Automatic Conversion If the Bank determines, after having taken into account all shares tendered! b4 A& I. Y) u3 Q) m0 u
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
0 Z' v# d4 X' gSeries 19, as the case may be, that there would be outstanding on such4 y7 E) P" O" C2 c+ |- k
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,8 z* \! L/ E# N0 {
such remaining number of Preferred Shares Series 18 will automatically be
8 M4 F! m$ b6 |- l3 H/ G$ t# k4 d Wconverted on such Series 18 Conversion Date into an equal number of6 P' h' b( g8 [4 E
Preferred Shares Series 19. Additionally, if the Bank determines that, after
" i2 C: O( l3 ?, e- H6 C9 rconversion, there would be outstanding on such Series 18 Conversion Date# G9 j' P* |. c( n
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
0 `* h" N+ Q6 p. b' ~3 TSeries 18 will be converted into Preferred Shares Series 19.' S4 \3 O+ f! C! u; i
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares4 P/ Y7 s2 W$ d: X4 b* B' j; Z
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
+ | O& f3 L( S4 e- Hany meeting of the shareholders of the Bank unless and until the first time at
2 w' q8 p1 e5 `. ]: Rwhich the Board of Directors has not declared the whole dividend on the- G3 m; i) o: `
Preferred Shares Series 18 in any quarter. In that event, subject as
: g, R8 x5 w* k! H8 Bhereinafter provided, the holders of Preferred Shares Series 18 will be
9 K8 r3 Z6 A8 U q) \7 Yentitled to receive notice of, and to attend, meetings of shareholders at which
$ e% I! c" v' t( \: I8 X7 udirectors of the Bank are to be elected and will be entitled to one vote for+ k0 W( R3 f1 _ l. n" x+ C
each Preferred Share Series 18 held. The voting rights of the holders of the% [/ Q( D/ q9 I& A. z
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
( e: N- x( m9 W2 i' \# Pthe first dividend on the Preferred Shares Series 18 to which the holders are
/ l2 h' E; H( `' T3 h4 pentitled thereunder subsequent to the time such voting rights first arose until4 q2 P* s# D4 L( p" ?9 @
such time as the Bank may again fail to declare the whole dividend on the: e* \# W3 P5 T) r
Preferred Shares Series 18 in respect of any quarter, in which event such
c0 h3 G* V% W+ ^; u* Vvoting rights will become effective again and so on from time to time.& L: h" S* |1 ]
Principal Characteristics of the Preferred Shares Series 19
8 l" q$ j6 c4 r( ]6 \2 z% |Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
! \! r* O, ^( I& \+ m! M4 G- zfloating rate non-cumulative preferential cash dividends, as and when
+ ]/ u1 Z/ U+ C+ C5 @. Z! z Jdeclared by the Board of Directors, subject to the provisions of the Bank Act,1 l% u% i* Y- L& E1 w3 t# k- |% n
payable quarterly on the 25th day of February, May, August and November
0 G3 [# A7 n8 h T* [" c* v( Zin each year, in the amount per share determined by multiplying the- f4 o" _* y2 V8 P; ~! l+ u
applicable Quarterly Floating Dividend Rate by $25.00.
0 m4 f! j' Z4 H, ~9 [2 R3 m, U2 ROn the 30th day prior to the commencement of the initial quarterly dividend
. J2 U+ I z" s+ z0 wperiod beginning on February 25, 2014, and on the 30th day prior to the first# l' Z0 f* @& ^, `- U+ S F
day of each subsequent quarterly dividend period (the initial quarterly
5 y% {" o# B. L9 O! q$ ?% [dividend period and each subsequent quarterly dividend period is referred to5 c. f5 U1 V( q: j8 Y
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the8 y) }. N- s2 X |% ~1 ?* S
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
1 j* X) _* B. L: Z" oPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
' l! ^+ P. s- H! G7 u0 gT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
9 ?; g, |/ N$ M: {2 k3 celapsed in the applicable Quarterly Floating Rate Period divided by 365)
d. F/ t& j0 a" V) xdetermined on the 30th day prior to the first day of the applicable Quarterly* L: x0 }5 j+ y1 F8 V
Floating Rate Period.3 p- A2 j! f& E/ j
S-51 y0 }/ e$ N' ~5 v, q
If the Board of Directors does not declare a dividend, or any part thereof, on
: s* V) @$ V- _2 zthe Preferred Shares Series 19 on or before the dividend payment date for a
. Z9 [* [ _/ E" c! [particular quarter, then the entitlement of the holders of the Preferred
9 _" ]* H/ |6 b- a! O6 xShares Series 19 to receive such dividend, or to any part thereof, for such
0 f$ }* R8 e' mquarter will be forever extinguished.+ Q$ O8 H4 }! ~' g# r2 D) m
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the& L" F) P* H/ f, k h
Superintendent and to the provisions described below under the heading- b4 c+ o d. R9 D) U- Q
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
. r+ H) V! a: ~" v) E, uSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,2 C. B; I# ~9 g7 e
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
- F8 H, X6 l. D9 _+ T6 m2 L6 sor any part of the then outstanding Preferred Shares Series 19, at the Bank’s- R5 F6 q9 q) Q5 ]9 |8 c
option without the consent of the holder, by the payment of an amount in0 A, D' Y) z* o# f+ @9 i3 e4 e1 U: i. I
cash for each such share so redeemed of (i) $25.00 together with all declared
; k3 j; I1 `- band unpaid dividends to the date fixed for redemption in the case of$ y- w) J4 `: D) O: s
redemptions on February 25, 2019 and on February 25 every five years4 K {1 h- d H1 h7 l; H* G* |
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
8 d/ f% x- z, `, {8 A2 S tthe date fixed for redemption in the case of redemptions on any other date" L' i( D! m, N: r) n7 D( n* f
on or after February 25, 2014.
$ s' `3 b7 Q; f f' I3 FConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
9 ]: E+ W* ~' U. y" @2 B1 u NShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have* D/ P& |" f8 A5 O/ I5 Z+ Z: H
the right, at their option, to convert, on February 25, 2019 and on
) w2 E& c& p* x4 d, o1 j2 g4 pFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any* } X4 s& b& a8 g
or all of their Preferred Shares Series 19 into an equal number of Preferred" d3 v, C ^- @# I7 ?$ N( O* K
Shares Series 18 upon giving to the Bank written notice thereof not earlier7 Y/ G5 Q- n/ a D3 e- h5 Y! B
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
& l' h6 b9 x2 {" P$ `15th day preceding, a Series 19 Conversion Date.7 V: L; e/ R% h6 y+ k1 f$ Q
Automatic Conversion If the Bank determines, after having taken into account all shares tendered* g* n* \5 p: K; }
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares! ~2 s" F2 r5 O' H4 c
Series 18, as the case may be, that there would be outstanding on such' b0 U4 y! s, e6 Z
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
* |4 c5 Q' S8 y1 K; w0 z0 `8 Bsuch remaining number of Preferred Shares Series 19 will automatically be! j& e6 g7 U; q# u( U8 J" s
converted on such Series 19 Conversion Date into an equal number of
. @: q, T0 b9 l+ a0 EPreferred Shares Series 18. Additionally, if the Bank determines that, after9 ^% g# X9 u R K- N6 A
conversion, there would be outstanding on such Series 19 Conversion Date1 P; l; Z. M2 \7 N5 b5 l" [& x+ N
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
" k9 a* [" z$ ?9 w( z# Z cSeries 19 will be converted into Preferred Shares Series 18." l- w6 i7 a! a5 u. }* D2 m, n
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares Z. }( ^" b7 P
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
6 E, R% y- P0 M; F! E! l( rany meeting of the shareholders of the Bank unless and until the first time at& j0 |' z+ r9 |' ^ Y& u
which the Board of Directors has not declared the whole dividend on the: o5 ^1 X ^4 G3 \- O0 d4 x7 u# G3 ]
Preferred Shares Series 19 in any quarter. In that event, subject as0 W& h$ W$ [+ O# |+ ]; e3 M0 J
hereinafter provided, the holders of Preferred Shares Series 19 will be+ x- H& ^5 _/ D; R2 J+ R
entitled to receive notice of, and to attend, meetings of shareholders at which6 X) J3 J3 G: c! q
directors of the Bank are to be elected and will be entitled to one vote for
" W- N' Z0 D2 O- k, G8 l# weach Preferred Share Series 19 held. The voting rights of the holders of the0 Z* C- W* F1 H" c
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of% E3 D4 c2 b ^0 W. y& i% l; Z
the first dividend on the Preferred Shares Series 19 to which the holders are
# f4 h# n L& b7 G: wentitled thereunder subsequent to the time such voting rights first arose until8 u, S2 w% O* L% H/ ^4 o# I
such time as the Bank may again fail to declare the whole dividend on the
/ z( M" R1 f8 n5 f# P; tPreferred Shares Series 19 in respect of any quarter, in which event such6 G4 I% Y& Q& E7 _
voting rights will become effective again and so on from time to time.
- i5 y' C$ q* G+ P8 }S-6
- g' F8 A9 U4 A0 r8 xPriority: The preferred shares of each series of the Bank will rank on a parity with
0 O+ d4 B' l7 Y& g3 W6 xevery other series and are entitled to preference over the common shares of
1 s$ E- m4 t9 C C8 c9 Y f2 A- p6 qthe Bank and over any other shares of the Bank ranking junior to the; z' d' t7 a# F' D9 g, C) I
preferred shares with respect to the payment of dividends and upon any
( I5 O' { ?" ~' j$ ~, n( mdistribution of assets in the event of the liquidation, dissolution or. w) D( G4 ^7 s1 j2 q. M, Z
winding-up of the Bank.
5 Q; W; z0 E5 I1 ?8 T; }$ @5 `8 ETax on Preferred Share The Bank will elect, in the manner and within the time provided under; q2 w4 h1 V2 d$ ?$ g8 i
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
% P" V k2 `; X: d+ b, W. kSeries 18 and Preferred Shares Series 19 will not be required to pay tax on+ b% ~" d) V9 w
dividends received on such shares under Part IV.1 of such Act. |
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