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发表于 2008-11-29 16:58
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下面是BMO的:9 K# F1 u0 u; b- T1 K5 r# d/ V
SUMMARY OF THE OFFERING- f' Y$ s2 n5 t0 @% ^% w
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 u# v- U5 i1 tIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.0 v, s Q7 {: Z6 {6 v
Amount: $150,000,000 (6,000,000 shares).
2 Z3 B4 W: y8 w0 W4 B! dPrice and Yield: $25.00 per share to yield initially 6.50% per annum.0 @6 t( j9 _- h
Principal Characteristics of the Preferred Shares Series 18
0 `% t" t3 g$ L9 k' I% N8 o. } zDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
3 y7 g% a0 M: m% B- O8 \- O5 rnon-cumulative preferential cash dividends, as and when declared by the. m8 h x6 i* M! G/ Q& F/ f# K8 T
Board of Directors, subject to the provisions of the Bank Act, for the initial
0 e Z: a, a8 Wperiod commencing on the closing date and ending on and including# C0 F% ^( `# [4 U0 j
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
2 w5 T. V* F4 M* J: @5 d( J) X25th day of February, May, August and November in each year, at a rate7 F2 h5 a9 ^* g0 B8 H: X, J4 v
equal to $0.40625 per share. The initial dividend, if declared, will be payable' }4 M* f0 y1 f& r k! a
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
3 ^4 z5 Z( E6 w& P" z; Udate of December 11, 2008.& v0 J2 q6 y( r/ ?$ _& g5 A
For each five-year period after the Initial Fixed Rate Period (each, a4 `5 Q! o0 f. `7 W& |& t4 H
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
" B* `2 o; N: d" m* M2 u% oSeries 18 will be entitled to receive fixed non-cumulative preferential cash
! W3 F& k7 M- C- S8 Hdividends, as and when declared by the Board of Directors, subject to the8 |! t! Q! I' S5 R6 V
provisions of the Bank Act, payable quarterly on the 25th day of February,
' o/ ?, i# ~' j7 j7 xMay, August and November in each year, in the amount per share per annum* }4 j9 A1 m4 j1 y: x7 N
determined by multiplying the Annual Fixed Dividend Rate applicable to
. x7 \3 S( _, g3 Ksuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
6 D* L4 n# K) o7 ^& l& x2 @Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
" o* \% F; x' Z, n* \Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day3 q5 s1 J! @0 Y9 S) c
of such Subsequent Fixed Rate Period and will be equal to the sum of the0 D( I, Y$ e& j1 I
Government of Canada Yield on the applicable Fixed Rate Calculation Date
1 a/ `# e" O+ y9 K$ Eplus 3.83%.
) I. d$ B. f# F' x6 J# jIf the Board of Directors does not declare a dividend, or any part thereof, on
6 b6 o& ~+ {$ q% vthe Preferred Shares Series 18 on or before the dividend payment date for a. j$ e8 E7 N3 w, y; O0 t$ g8 O9 ~
particular quarter, then the entitlement of the holders of the Preferred
- m+ \+ e s" t, A, oShares Series 18 to receive such dividend, or to any part thereof, for such
C, k+ b# t/ ^6 s) {+ nquarter will be forever extinguished.
1 \, }( r, {8 m9 t9 ?' A# B3 @Redemption: Subject to the provisions of the Bank Act and to the prior consent of the" j4 `4 X6 t( R5 i; F
Superintendent and to the provisions described below under ‘‘Details of the' w3 U# R9 p G) @
Offering — Certain Provisions of the Preferred Shares Series 18 as a
( _5 p, `; U" NSeries — Restrictions on Dividends and Retirement of Shares’’, on" O( @, |6 G# e1 |0 X! x0 |
February 25, 2014 and on February 25 every five years thereafter, on not$ Z+ W( ]3 I8 J* C. f( j' v
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any( t- s8 I8 @2 {
part of the then outstanding Preferred Shares Series 18, at the Bank’s option6 n' q4 g+ O9 G$ I; I$ k
without the consent of the holder, by the payment of an amount in cash for
2 a7 p' f# s! Z/ t; S4 n. I. Xeach such share so redeemed of $25.00 together with all declared and unpaid
2 w. E5 C5 f" i; g s R" U; gdividends to the date fixed for redemption.
* m' z8 }# H, b" f" Y2 q2 eConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
( c1 b$ R- W8 G: C8 u l& B, H7 C. YShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
. |& C) |) R8 F) G( ~the right, at their option, to convert, on February 25, 2014 and on
+ h$ p; \. u' i- {S-4
" A4 J8 X- b% l( I$ O1 R* _& @February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any* {% `3 q" t" ^+ I1 g
or all of their Preferred Shares Series 18 into an equal number of Preferred
' u( d% L1 J$ Q4 B6 A9 {Shares Series 19 upon giving to the Bank notice thereof not earlier than* T6 g9 @0 P- p3 y( b; v/ E
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
0 V/ ^- P4 [" bpreceding, a Series 18 Conversion Date.- x$ B' R5 G1 H$ t9 [
Automatic Conversion If the Bank determines, after having taken into account all shares tendered. e8 k8 m1 l" j3 ^ k" P
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares+ h2 v! ?5 S4 ` o c4 [
Series 19, as the case may be, that there would be outstanding on such) z. q2 I, d2 ^" z& p E3 [4 t
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
# v) Z7 g! S# o. _( ssuch remaining number of Preferred Shares Series 18 will automatically be7 g2 |; C' p' s' c6 j1 P
converted on such Series 18 Conversion Date into an equal number of
% h, \$ K/ K* P3 ?0 y. u! o. pPreferred Shares Series 19. Additionally, if the Bank determines that, after1 {# T) c2 k% |0 L' p9 b
conversion, there would be outstanding on such Series 18 Conversion Date4 o8 _# y) J' ^8 Y% {) @! X
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
" I, ]4 m) f1 q# cSeries 18 will be converted into Preferred Shares Series 19.
) ?* l' |) V- BVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares% ?" j2 ~, X- ?' I0 P
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
* H+ h8 t3 m) x5 Wany meeting of the shareholders of the Bank unless and until the first time at
) l7 }) s& D! t7 F( } C; Wwhich the Board of Directors has not declared the whole dividend on the
/ @; V7 Q3 c/ l3 ^Preferred Shares Series 18 in any quarter. In that event, subject as4 R9 N0 t5 y( K0 s( w3 j
hereinafter provided, the holders of Preferred Shares Series 18 will be
R' [# C1 \ Z% k/ s! b* h1 O. dentitled to receive notice of, and to attend, meetings of shareholders at which
& X! q2 [! i* R! d; B/ x$ fdirectors of the Bank are to be elected and will be entitled to one vote for
3 m6 P: w- M+ z& m0 C4 G$ s* V6 Heach Preferred Share Series 18 held. The voting rights of the holders of the6 `5 A* O- v6 O! A( @% W
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of' m' K$ d7 F3 {1 m2 c0 |% a. O( V+ H
the first dividend on the Preferred Shares Series 18 to which the holders are
! Q1 t$ U6 d. c) c, ]entitled thereunder subsequent to the time such voting rights first arose until
$ m. p; w1 i% w% z) g) Nsuch time as the Bank may again fail to declare the whole dividend on the
7 O3 E0 S+ k8 x. }5 F" NPreferred Shares Series 18 in respect of any quarter, in which event such Y2 }+ h6 u* S/ l5 M
voting rights will become effective again and so on from time to time.+ y# s1 w6 J9 o5 R+ {+ g. T! u
Principal Characteristics of the Preferred Shares Series 19
3 x9 S( G# F. |3 ?% Z$ n( F1 f' iDividends: The holders of the Preferred Shares Series 19 will be entitled to receive% {; h) d! [7 q- S* [. d0 C1 V
floating rate non-cumulative preferential cash dividends, as and when( G% _1 G9 w, A: c5 c
declared by the Board of Directors, subject to the provisions of the Bank Act,
5 ^6 F: {7 b) Spayable quarterly on the 25th day of February, May, August and November7 R* j/ F. [) b- f3 V; u
in each year, in the amount per share determined by multiplying the
4 f7 Y. ` P, s- T0 Sapplicable Quarterly Floating Dividend Rate by $25.00.- b$ D, D% @8 m4 G. K' @6 W
On the 30th day prior to the commencement of the initial quarterly dividend/ B1 V4 [" j8 s. E. u6 r
period beginning on February 25, 2014, and on the 30th day prior to the first% [5 N' f M. [- X
day of each subsequent quarterly dividend period (the initial quarterly
. ^8 W* \* _( M8 M# h5 S: E8 ]; gdividend period and each subsequent quarterly dividend period is referred to+ O: K0 l q2 X2 Z* F7 Z
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the5 P6 L2 K- j. f9 k. P
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate4 d* L5 C/ u/ m! m+ k/ Y
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
& v( e' q9 V/ h. I1 FT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
* q. U# F, V" ~1 i. Welapsed in the applicable Quarterly Floating Rate Period divided by 365)# F1 D, o2 @) \% |9 j* Q
determined on the 30th day prior to the first day of the applicable Quarterly
9 r+ |# u- }5 D+ s3 _) U, kFloating Rate Period.
* m: ] }- `! \& i l+ p5 G5 b5 jS-5
' _# c6 @: z }' [: T# j& ^If the Board of Directors does not declare a dividend, or any part thereof, on
- U3 O9 m+ K$ O8 ]3 K' w4 i Wthe Preferred Shares Series 19 on or before the dividend payment date for a
0 B& y* F' V* G( V: r) |. zparticular quarter, then the entitlement of the holders of the Preferred
7 G' M' U, E" t9 U' J* gShares Series 19 to receive such dividend, or to any part thereof, for such
^. F `* \' k2 jquarter will be forever extinguished.6 a' }( T" ~" O+ [
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the& ^( V% V4 q3 m3 M* Y+ w+ o
Superintendent and to the provisions described below under the heading
6 d9 v* B3 x/ N7 ~‘‘Details of the Offering — Certain Provisions of the Preferred Shares
# c8 w9 f( p9 ] M8 R; O- l% OSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,2 q/ u5 x" p. X q8 v
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all+ A, j9 O8 b1 `! g# ~/ F) ?1 ^
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
( m* M, T T0 `& i5 w' v, _option without the consent of the holder, by the payment of an amount in: B. p R9 Q5 g5 ^! w
cash for each such share so redeemed of (i) $25.00 together with all declared' J( \- ~6 P$ R- y
and unpaid dividends to the date fixed for redemption in the case of3 _9 X& s, ]2 i& R$ B
redemptions on February 25, 2019 and on February 25 every five years1 x6 s) c* M% U' H
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to* ?/ C d# o( ~6 K
the date fixed for redemption in the case of redemptions on any other date
8 O' E7 y2 B8 `0 ~2 `on or after February 25, 2014.) W4 b- H2 m f- K. U8 l! D
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic. o+ B, T9 @4 I9 y4 m5 w
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have, t( _. d$ f! p
the right, at their option, to convert, on February 25, 2019 and on
* d/ g1 J, F. U s; H- UFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any: [& t5 F1 n, _) N
or all of their Preferred Shares Series 19 into an equal number of Preferred# q X2 B. r2 {7 e) E$ o
Shares Series 18 upon giving to the Bank written notice thereof not earlier
: T4 ]* z1 k7 A _9 M: kthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the) l# ~5 {! l z, W5 |" `# P
15th day preceding, a Series 19 Conversion Date. p1 {" I$ o' a5 ^
Automatic Conversion If the Bank determines, after having taken into account all shares tendered/ V* N& L, s; h) A: H
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
; P* u3 ~! Y y' ~2 rSeries 18, as the case may be, that there would be outstanding on such) i2 ] F9 @/ K, }* `
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,6 \+ N* O/ J/ n) d
such remaining number of Preferred Shares Series 19 will automatically be
! ?+ }) s! y7 T% c1 t0 V% vconverted on such Series 19 Conversion Date into an equal number of( z6 p$ D$ N0 g+ I; C: O7 `
Preferred Shares Series 18. Additionally, if the Bank determines that, after+ G6 v& w* n: l X: b0 w( N
conversion, there would be outstanding on such Series 19 Conversion Date
' a5 I* P' L( ?6 mless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
) Z- c5 r. y7 ?- pSeries 19 will be converted into Preferred Shares Series 18.
4 O8 T7 V3 d$ v6 kVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
( `# S' y$ Z9 K- U' m; f8 VSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
; f7 @ a4 n+ p! n" Q% B% Rany meeting of the shareholders of the Bank unless and until the first time at
4 c2 Z5 q' o' {$ e# q cwhich the Board of Directors has not declared the whole dividend on the0 B9 r/ B% ?3 N7 q7 h" b3 o
Preferred Shares Series 19 in any quarter. In that event, subject as% K& H% W1 h. r+ @ e% z( o, h
hereinafter provided, the holders of Preferred Shares Series 19 will be- x, }' E5 a. X+ j6 i ^& l$ m
entitled to receive notice of, and to attend, meetings of shareholders at which
: s; C/ Z: b0 N* K7 K% xdirectors of the Bank are to be elected and will be entitled to one vote for4 s8 R* V) V/ Y
each Preferred Share Series 19 held. The voting rights of the holders of the
# u" z8 |; a1 Y& U$ DPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
7 H9 \ {* t* m/ a9 i( y' f0 ~the first dividend on the Preferred Shares Series 19 to which the holders are$ r5 q) H/ {* ~3 }2 v
entitled thereunder subsequent to the time such voting rights first arose until1 O( Y2 Q* j& m+ C$ X$ c
such time as the Bank may again fail to declare the whole dividend on the
2 M' k* L" t' I! n1 S- s0 |* HPreferred Shares Series 19 in respect of any quarter, in which event such5 Q) `! z9 p3 C! s$ j2 \; y, [3 S
voting rights will become effective again and so on from time to time.
4 P1 O/ p- L5 I# j. H) W2 B) dS-6
+ V$ Q& L, h5 fPriority: The preferred shares of each series of the Bank will rank on a parity with9 l6 r3 \& h* ]$ P; d J1 j
every other series and are entitled to preference over the common shares of
9 g9 Y I5 ~! C* i5 G% ?the Bank and over any other shares of the Bank ranking junior to the- T5 B4 ^4 M/ ]6 [1 ]* C
preferred shares with respect to the payment of dividends and upon any) t, f2 r, P: S/ b8 L/ W, S
distribution of assets in the event of the liquidation, dissolution or
_* C8 T$ i, t" P) k) bwinding-up of the Bank.
; G5 n4 ^' N) H# eTax on Preferred Share The Bank will elect, in the manner and within the time provided under, _% O+ u6 T% B3 u1 p) `8 B
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
; _( Z% D1 v! \- y& v2 mSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
; r( B/ V) T+ w' E3 ~dividends received on such shares under Part IV.1 of such Act. |
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