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发表于 2008-11-29 16:58
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下面是BMO的:/ Y5 W4 L9 G- A
SUMMARY OF THE OFFERING
9 L3 G0 f; V1 x6 ~) T( MThis 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’’.
1 m! f- H: e7 y5 K" h( w) eIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
* w6 [6 K6 P: _Amount: $150,000,000 (6,000,000 shares). D/ Z% p O4 Z/ `9 \3 }8 o
Price and Yield: $25.00 per share to yield initially 6.50% per annum.0 `. i2 J; v, P" A3 r, D
Principal Characteristics of the Preferred Shares Series 181 _) W) |" ?* Z% ?; r
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
& d+ M3 g( |1 unon-cumulative preferential cash dividends, as and when declared by the
) @/ f: L( T9 \( r9 F0 e2 VBoard of Directors, subject to the provisions of the Bank Act, for the initial4 V) f8 L, Q: j+ F' M3 K
period commencing on the closing date and ending on and including
2 c( {: \6 M) f3 G7 N( Q* sFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
9 R% K& C1 @9 j2 r25th day of February, May, August and November in each year, at a rate
& o ^. B1 d6 nequal to $0.40625 per share. The initial dividend, if declared, will be payable
8 o* d. u# R. L# M: gMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing( f6 O; p2 Y+ V( `4 b
date of December 11, 2008.$ W4 U- z/ Y( u0 b
For each five-year period after the Initial Fixed Rate Period (each, a% Z! a8 O* y5 u4 W; k7 d
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
% l; E% K* L, J7 Z& ySeries 18 will be entitled to receive fixed non-cumulative preferential cash. }, `/ T0 ]/ v1 G
dividends, as and when declared by the Board of Directors, subject to the
# R4 o3 u1 Z) D( Q8 i; pprovisions of the Bank Act, payable quarterly on the 25th day of February, t7 l r; Q$ Z" v) N$ b- {
May, August and November in each year, in the amount per share per annum
& r6 ^" K4 D6 P. H4 Fdetermined by multiplying the Annual Fixed Dividend Rate applicable to
* ~' c6 Z& Z. o1 B" fsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
& R. R" ^# q0 [) J% b/ B3 g) pRate for the ensuing Subsequent Fixed Rate Period will be determined by the) U+ d" b; u4 S2 x5 z6 T0 O. C
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
4 j y7 w6 M9 ?2 g8 Fof such Subsequent Fixed Rate Period and will be equal to the sum of the0 H# s0 Y% w; j6 D( E/ E! u
Government of Canada Yield on the applicable Fixed Rate Calculation Date
9 \3 l; c- U. @plus 3.83%.2 T7 ~+ ~/ R, G+ x2 `0 f
If the Board of Directors does not declare a dividend, or any part thereof, on
* [* z6 A1 M' u" \/ fthe Preferred Shares Series 18 on or before the dividend payment date for a
6 T6 ?! D2 ^' ?* \2 C) ~particular quarter, then the entitlement of the holders of the Preferred
+ D$ c# M7 V" `# L4 W5 [Shares Series 18 to receive such dividend, or to any part thereof, for such& g/ m @( p1 z$ `+ C
quarter will be forever extinguished.
. J f5 ~2 g+ ?. A7 dRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
, e) Y7 k' U' ~1 _# f% l, T4 lSuperintendent and to the provisions described below under ‘‘Details of the5 X; S( R+ ~1 K3 c. ]* u
Offering — Certain Provisions of the Preferred Shares Series 18 as a; `/ q- z; h; E) p8 P K0 k0 C7 b$ B
Series — Restrictions on Dividends and Retirement of Shares’’, on7 m" T* I/ [( n/ u! L
February 25, 2014 and on February 25 every five years thereafter, on not
" d. D$ ]5 ?6 }+ P2 M3 Hmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any& Z! }# P% E U, c0 s8 _
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
, k% d& F; ? y+ g1 _without the consent of the holder, by the payment of an amount in cash for
& u* I; H" V. n0 s7 n ueach such share so redeemed of $25.00 together with all declared and unpaid ]2 q4 |7 U/ [1 v8 D/ d1 \
dividends to the date fixed for redemption.) l+ h) @* f/ }0 T. g1 i4 E% |$ [
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic( ^: K4 x5 l1 z9 h% {" d
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have. D* `2 o7 @( S" L
the right, at their option, to convert, on February 25, 2014 and on
" K& C! Y+ A x4 tS-4
" v8 [6 C& K2 pFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
% u" W; g+ M' u5 F6 S. ior all of their Preferred Shares Series 18 into an equal number of Preferred
^( ?; D9 a! R, gShares Series 19 upon giving to the Bank notice thereof not earlier than
) V; b8 ?& q% X" }7 r30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day. t3 c5 P# ^$ o w4 I0 h+ `. v
preceding, a Series 18 Conversion Date.
3 N$ L3 E- ~+ i) p" x" V! tAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
% r! R9 q4 J+ ZProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares9 R3 M7 i" ^/ f' _ C, H' f
Series 19, as the case may be, that there would be outstanding on such4 v% I3 R' n' r- R- k( J: h T" n
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
w& I3 w( r; z2 g8 x# F- z3 Qsuch remaining number of Preferred Shares Series 18 will automatically be
8 D) d- d0 l3 w& S- Iconverted on such Series 18 Conversion Date into an equal number of
; K) M" [" Q4 c& s$ u ^3 NPreferred Shares Series 19. Additionally, if the Bank determines that, after
" L, Z# _- a9 s" M# Z. ]- N$ |# _conversion, there would be outstanding on such Series 18 Conversion Date
$ {+ N( v, K& f* N* s( g gless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares0 n3 f, z2 m7 y% p3 u4 s4 ~
Series 18 will be converted into Preferred Shares Series 19.' t; S) _; T; @" L+ D
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
% \ }; o5 E$ T1 @9 C, }: p! }Series 18 will not be entitled as such to receive notice of, attend, or vote at,
$ N& a3 a+ e+ U6 eany meeting of the shareholders of the Bank unless and until the first time at
+ y+ ^& s X P% Ewhich the Board of Directors has not declared the whole dividend on the K5 T: L, P7 |- g$ o7 w& e l Y
Preferred Shares Series 18 in any quarter. In that event, subject as7 a& E8 O6 n! A0 S
hereinafter provided, the holders of Preferred Shares Series 18 will be
1 d) c' L0 ~" jentitled to receive notice of, and to attend, meetings of shareholders at which
1 P% U- B, N- Y) idirectors of the Bank are to be elected and will be entitled to one vote for
; v4 d0 R- |; heach Preferred Share Series 18 held. The voting rights of the holders of the& H! D$ P. C5 _" A0 S
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of6 x3 X; R2 ^* P+ Y
the first dividend on the Preferred Shares Series 18 to which the holders are
! o1 \! [" i& ]& W3 z/ o0 ientitled thereunder subsequent to the time such voting rights first arose until, C3 O5 w% I% z$ ?+ O
such time as the Bank may again fail to declare the whole dividend on the
) `2 k: e. k" ePreferred Shares Series 18 in respect of any quarter, in which event such* B1 x+ R+ b) c7 ]7 g* j0 v
voting rights will become effective again and so on from time to time.
$ h/ Q. {: E9 n* j- nPrincipal Characteristics of the Preferred Shares Series 19
3 p" V" [) j' D* C- ]/ KDividends: The holders of the Preferred Shares Series 19 will be entitled to receive+ y9 C" T$ w4 C7 y0 p- K9 C
floating rate non-cumulative preferential cash dividends, as and when. v# H% R/ G4 m
declared by the Board of Directors, subject to the provisions of the Bank Act,
# {5 D- f: @# I& r0 ]2 S5 ~6 spayable quarterly on the 25th day of February, May, August and November7 o& w# x9 T0 J2 g9 o l
in each year, in the amount per share determined by multiplying the$ \) t) \9 Z$ i" f! a8 i/ q) W+ x
applicable Quarterly Floating Dividend Rate by $25.00.
( P; X7 k |! s. z& F0 EOn the 30th day prior to the commencement of the initial quarterly dividend
+ s3 F# D: C- Y: K' O9 b* yperiod beginning on February 25, 2014, and on the 30th day prior to the first5 A9 _* {- }6 {& l
day of each subsequent quarterly dividend period (the initial quarterly8 t" t6 K& a" M, H4 v$ G
dividend period and each subsequent quarterly dividend period is referred to# f: S% @2 I+ C8 D! d
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the a2 _% a, u1 t% D9 j2 h
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate; i4 a3 n( b: X; S+ v
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
; [5 ]8 I7 t* i) I' F" e$ R, ]' N+ `2 C3 rT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days: \6 [$ t4 E; U, c7 W: x4 f4 I3 g
elapsed in the applicable Quarterly Floating Rate Period divided by 365)5 ^5 ^7 N; [3 l
determined on the 30th day prior to the first day of the applicable Quarterly L3 a9 }: d1 U
Floating Rate Period.
4 ~. W6 W( w1 l& a! `& x1 ES-5
" H0 m, Q9 Y) f% z3 y& x! ?If the Board of Directors does not declare a dividend, or any part thereof, on
: V- l$ b* T$ i/ ^the Preferred Shares Series 19 on or before the dividend payment date for a+ ~. r- |0 y8 s" v( Y1 [
particular quarter, then the entitlement of the holders of the Preferred) ~# ~! E4 C* w5 J+ V1 m
Shares Series 19 to receive such dividend, or to any part thereof, for such
8 f/ a7 N& v# q7 Iquarter will be forever extinguished.
, o8 i. I% \/ F5 BRedemption: Subject to the provisions of the Bank Act and to the prior consent of the4 b/ O5 F* e( V% s
Superintendent and to the provisions described below under the heading
, ~, v" I' M2 i‘‘Details of the Offering — Certain Provisions of the Preferred Shares2 M: @$ e- \8 b% u- T9 R+ P* b
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
+ k$ Y3 I$ G% q' T6 d# {3 kon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
+ n! r3 G+ G. [& s6 sor any part of the then outstanding Preferred Shares Series 19, at the Bank’s) u" z, b! m/ T- D
option without the consent of the holder, by the payment of an amount in$ a/ y3 i8 A8 E. S
cash for each such share so redeemed of (i) $25.00 together with all declared
. M. e" a7 |/ V& O: w$ B& k3 ?/ iand unpaid dividends to the date fixed for redemption in the case of
0 K' v. z" M0 D% F: W8 Fredemptions on February 25, 2019 and on February 25 every five years+ u0 O* u1 W7 J: f
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
2 q( m) r& P- X: hthe date fixed for redemption in the case of redemptions on any other date, a9 q) w: h1 C% i$ o( j2 R; j
on or after February 25, 2014.
6 B+ O1 q% [& ~' ?- R* `1 ]4 C$ eConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
7 j, p5 B3 K: Z) l ^Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
q" U' f& a1 X) v4 Z$ Fthe right, at their option, to convert, on February 25, 2019 and on
6 [" c9 ` h. }, A, t! QFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
5 U$ o+ A& g" Uor all of their Preferred Shares Series 19 into an equal number of Preferred& V3 B% ~7 G3 a& K0 j
Shares Series 18 upon giving to the Bank written notice thereof not earlier* F, v* z4 k/ E& R1 b( L/ `4 I
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the1 O V( Q! j; [/ h4 p1 K0 S( Q+ U- K
15th day preceding, a Series 19 Conversion Date.7 p" h% x) a& @' i- j! z0 J
Automatic Conversion If the Bank determines, after having taken into account all shares tendered1 F2 N" H3 B3 E: D1 j$ y/ M
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares3 @4 J- q, K! G) C+ _4 A
Series 18, as the case may be, that there would be outstanding on such2 W# {0 p3 s$ h6 U3 {
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
/ v2 }$ Q, W" N) Z6 o+ zsuch remaining number of Preferred Shares Series 19 will automatically be
# {) `/ y* h! W0 u1 }0 E% econverted on such Series 19 Conversion Date into an equal number of
7 q+ ^; ]0 U( B0 B% OPreferred Shares Series 18. Additionally, if the Bank determines that, after
/ H! ^2 X1 @$ Q+ u0 `5 c% f+ e: Tconversion, there would be outstanding on such Series 19 Conversion Date
6 O! y( O( B" s: `# Gless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
" e# n" Z& P! u; |! `Series 19 will be converted into Preferred Shares Series 18.* ~; N3 p& `3 e: T) B. b9 m
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
$ ?& B7 m# X" V- q3 a8 USeries 19 will not be entitled as such to receive notice of, attend, or vote at,
2 h2 o5 |% O+ I Q1 k+ k& @any meeting of the shareholders of the Bank unless and until the first time at
5 f) e% S2 v% C w/ T4 Lwhich the Board of Directors has not declared the whole dividend on the
4 }2 p: B$ r$ y' W8 oPreferred Shares Series 19 in any quarter. In that event, subject as8 t; G+ H* n# |# S+ j, Z
hereinafter provided, the holders of Preferred Shares Series 19 will be
% C( O, M* o- ]+ D$ uentitled to receive notice of, and to attend, meetings of shareholders at which
, H* c7 N3 b: A$ b, j hdirectors of the Bank are to be elected and will be entitled to one vote for
$ t% K- W+ o: z' D6 g$ d; Neach Preferred Share Series 19 held. The voting rights of the holders of the( y5 a: z5 C' s a2 F/ k p
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
, b& Z$ g8 u W8 _; X( Wthe first dividend on the Preferred Shares Series 19 to which the holders are, A, ?1 c- B1 q1 ?2 H9 r+ H* P K' g4 s
entitled thereunder subsequent to the time such voting rights first arose until
( q* G+ o$ k, w7 z' i% Usuch time as the Bank may again fail to declare the whole dividend on the
2 F7 X2 h" w) ~9 ^) A2 T& A8 SPreferred Shares Series 19 in respect of any quarter, in which event such
8 h' Z2 V# M6 f2 M# G1 Svoting rights will become effective again and so on from time to time.+ L7 w7 i+ G* \, g5 g! A5 v. b
S-62 d; }+ [7 D: A" d" d6 h
Priority: The preferred shares of each series of the Bank will rank on a parity with
3 c* _; V' B+ C" [7 c4 j; ^every other series and are entitled to preference over the common shares of" b9 B2 m; W$ |4 p
the Bank and over any other shares of the Bank ranking junior to the
, M# C Y6 d) V7 G- Q. F/ Mpreferred shares with respect to the payment of dividends and upon any
. I+ L/ E b6 I# Z1 {8 ^, ldistribution of assets in the event of the liquidation, dissolution or
5 T% t( ]3 d5 R7 c4 Wwinding-up of the Bank.
" ^ D0 n! T$ w$ N |( q' @Tax on Preferred Share The Bank will elect, in the manner and within the time provided under# ]2 ~0 O& A9 b x2 l' C$ U- x
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
% x5 H C3 V$ P' V3 z5 PSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
( l' c1 P7 c% v$ B: H, G9 W5 h. t7 bdividends received on such shares under Part IV.1 of such Act. |
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