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发表于 2008-11-29 16:58
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下面是BMO的:. h: W, R9 h5 E" t1 j& c
SUMMARY OF THE OFFERING
! a8 }, q6 M3 i" m: O& fThis 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 W0 J& @8 R- D1 HIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.* ~( n+ f: z0 R% f h( @4 |
Amount: $150,000,000 (6,000,000 shares).1 L* s& p$ P; l7 @7 J* ? g4 g
Price and Yield: $25.00 per share to yield initially 6.50% per annum.4 f2 C3 q' ^* H" I e+ x3 a
Principal Characteristics of the Preferred Shares Series 182 \( j9 ~( I- F Z# [# ^
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed$ r5 |. {( q; M$ @9 k
non-cumulative preferential cash dividends, as and when declared by the
+ t: R+ w* g; H$ X+ tBoard of Directors, subject to the provisions of the Bank Act, for the initial7 F* @& U5 M( O
period commencing on the closing date and ending on and including
9 {% I9 T' B- v4 }9 wFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the8 [* d: K% g" g% e7 B
25th day of February, May, August and November in each year, at a rate
1 s4 O, d6 R6 D1 E2 _' Pequal to $0.40625 per share. The initial dividend, if declared, will be payable
) G; y2 ?. U+ e+ F5 m2 BMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing( L. c4 C% `8 E& @6 S/ T
date of December 11, 2008.
7 F- x+ H' E- ~) t5 MFor each five-year period after the Initial Fixed Rate Period (each, a
: J4 D5 ~* \$ k6 S; Z0 y‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares7 u" b" r$ F* X n8 C9 P
Series 18 will be entitled to receive fixed non-cumulative preferential cash d8 c4 e9 e. `! b
dividends, as and when declared by the Board of Directors, subject to the3 P, L; I/ F; b- q
provisions of the Bank Act, payable quarterly on the 25th day of February,& R! T7 x8 a& V4 \. u. m" U
May, August and November in each year, in the amount per share per annum4 \) t1 n% i- R3 T1 M. Z
determined by multiplying the Annual Fixed Dividend Rate applicable to
r2 |0 _2 |' [8 V: k0 |such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
, u7 x% k: E! D4 r' ]Rate for the ensuing Subsequent Fixed Rate Period will be determined by the5 H) C- S X: _! i
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day( ?0 J$ G! p* @1 R& R
of such Subsequent Fixed Rate Period and will be equal to the sum of the+ C0 v7 @% r* V
Government of Canada Yield on the applicable Fixed Rate Calculation Date8 l r( Y1 {0 E5 J! D) Q
plus 3.83%.
2 G" x! r; x7 O) x9 R+ BIf the Board of Directors does not declare a dividend, or any part thereof, on {9 b, M5 k& y8 C
the Preferred Shares Series 18 on or before the dividend payment date for a! z- D& F7 \7 O8 J4 K& S% W
particular quarter, then the entitlement of the holders of the Preferred2 [# }: L3 J/ m4 g3 e5 O$ c9 Q
Shares Series 18 to receive such dividend, or to any part thereof, for such
* [* @0 Y4 m1 ?# O% p/ [quarter will be forever extinguished.* D( h- C& y5 X$ |
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
: ?) X* h. \3 g2 J' F* |Superintendent and to the provisions described below under ‘‘Details of the9 ]' Z3 g: ?: r% I* V( `
Offering — Certain Provisions of the Preferred Shares Series 18 as a
7 W8 u3 u* p1 Y3 J* M- zSeries — Restrictions on Dividends and Retirement of Shares’’, on3 w/ S, C1 f0 K. E0 Z
February 25, 2014 and on February 25 every five years thereafter, on not. g% [' u6 z5 y
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any0 H; z4 ?5 K2 g5 l
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
: T' J! y0 ^3 r7 `/ ~% zwithout the consent of the holder, by the payment of an amount in cash for
m& E. Y+ l: k, f! C4 J9 A |each such share so redeemed of $25.00 together with all declared and unpaid: i4 g% m* J3 A Q. B' p
dividends to the date fixed for redemption.' H0 s: ]4 p1 s: \4 }
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic, ?9 _. V$ i% T- t X. M
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have* K$ R; W' f& t1 f7 P' G( W2 N
the right, at their option, to convert, on February 25, 2014 and on/ V8 ^( y# T% ?( M1 K4 W
S-44 |! X! ~& |/ x5 U Z6 n6 S% g" P: V
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
3 Z; A" Q" O( D J t2 Uor all of their Preferred Shares Series 18 into an equal number of Preferred
; I3 h; Y: Y) e1 Z" ^Shares Series 19 upon giving to the Bank notice thereof not earlier than
3 V- `# i; l% {7 L30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day7 z( _ M9 ]* @/ r* V
preceding, a Series 18 Conversion Date.
' j0 M. {2 I) D+ O3 Z) X$ cAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
6 {* g1 {1 U0 g+ e* C4 lProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares! M% d* i- Z u- k Z f8 g# y. }
Series 19, as the case may be, that there would be outstanding on such
`4 j5 L2 P8 n( {4 o) JSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
|8 M$ M. t1 O, B/ t% ]% K; `such remaining number of Preferred Shares Series 18 will automatically be
5 l( j- s7 D" R& ?8 v5 }converted on such Series 18 Conversion Date into an equal number of
8 ~/ S1 z) k4 a/ O! c. R. q( `Preferred Shares Series 19. Additionally, if the Bank determines that, after
8 B2 E) }+ @, {0 O( C& sconversion, there would be outstanding on such Series 18 Conversion Date! _7 o- c8 s! S+ \, R9 h( x
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
9 D2 B' H+ Q% U# W7 B; k! M BSeries 18 will be converted into Preferred Shares Series 19.
1 f0 j8 V- z3 e) M$ G, l: H PVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
1 A& K; d: }/ ASeries 18 will not be entitled as such to receive notice of, attend, or vote at,
: Z5 c& R$ Y& a s8 Many meeting of the shareholders of the Bank unless and until the first time at
$ a4 A8 Y4 D8 g- d, J5 Z( Mwhich the Board of Directors has not declared the whole dividend on the' \# [, x& f( m( i: K# j
Preferred Shares Series 18 in any quarter. In that event, subject as
4 a' p% k& _" C/ {( ]3 phereinafter provided, the holders of Preferred Shares Series 18 will be$ F1 c" S$ w+ n1 J# }+ D
entitled to receive notice of, and to attend, meetings of shareholders at which
$ H# v; h3 m% G* g# ^ x Ddirectors of the Bank are to be elected and will be entitled to one vote for
, k( W* Q/ ]7 heach Preferred Share Series 18 held. The voting rights of the holders of the
+ o6 `, b$ A# n& ~/ V3 ]6 HPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
' i0 ?! E F% s; e/ `! b. fthe first dividend on the Preferred Shares Series 18 to which the holders are! M. k; \" m- v \( N
entitled thereunder subsequent to the time such voting rights first arose until# h0 d2 t1 R5 T5 I$ m
such time as the Bank may again fail to declare the whole dividend on the
& k0 L# O9 _* IPreferred Shares Series 18 in respect of any quarter, in which event such
" H& V7 S- V! f* ?, t2 T1 o0 [) Mvoting rights will become effective again and so on from time to time.4 h8 A7 P- t* f* N' l
Principal Characteristics of the Preferred Shares Series 19% [5 g# E& N+ p. i) z
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive: R; S2 |" Q/ s# E$ D7 b M3 l
floating rate non-cumulative preferential cash dividends, as and when
* ?7 ]# }# c8 D+ c0 }4 w; L: Mdeclared by the Board of Directors, subject to the provisions of the Bank Act,
( C" [' C& n; g) L4 ]# Cpayable quarterly on the 25th day of February, May, August and November0 W% f8 T o r. z
in each year, in the amount per share determined by multiplying the" E6 M5 W) i! k0 S5 c6 G$ J
applicable Quarterly Floating Dividend Rate by $25.00.
" {; @0 o( i# o# f2 J" FOn the 30th day prior to the commencement of the initial quarterly dividend
. A6 T4 F; b' N5 O* ]9 f* ]period beginning on February 25, 2014, and on the 30th day prior to the first6 A( G$ i2 P4 O; B. ?
day of each subsequent quarterly dividend period (the initial quarterly$ ~& J1 }7 N1 [& w p
dividend period and each subsequent quarterly dividend period is referred to
! L7 C* N! m; ]" x6 K* gas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the% }' I: ?: i& m/ H; N$ r1 q# A/ D8 c
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
* _1 c* w! m& k& Y9 m( DPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the9 {7 g k# y7 P: b" o
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
5 J% ]0 {+ B+ G& ielapsed in the applicable Quarterly Floating Rate Period divided by 365)8 ]' t5 C* f2 V% Z
determined on the 30th day prior to the first day of the applicable Quarterly, k7 B* ^, e* ~; a6 P+ M2 I `
Floating Rate Period.
$ o" J. U. W2 {4 H1 m' `! P! z) K' FS-58 p8 S2 G9 z6 O# l# _# K, }$ s3 J
If the Board of Directors does not declare a dividend, or any part thereof, on' M$ h, y9 a$ y: x
the Preferred Shares Series 19 on or before the dividend payment date for a
/ S% ]0 Y. S3 ^( xparticular quarter, then the entitlement of the holders of the Preferred0 n/ ]5 l0 z& F- |
Shares Series 19 to receive such dividend, or to any part thereof, for such
( \; n. W8 ?% M# r8 B7 M1 aquarter will be forever extinguished.4 k5 y' a1 f; s+ `" Y1 n
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the- E8 w% X$ B4 U, t: a" d/ S
Superintendent and to the provisions described below under the heading
% Z, T) X4 @. ^3 A‘‘Details of the Offering — Certain Provisions of the Preferred Shares# O6 p4 f- {6 e! O8 L5 w8 i6 r
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,; Y9 }2 {. v' g8 L
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all( ~$ ~8 Y0 A; {4 B
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
* e2 d+ O& t: O) V& M6 Roption without the consent of the holder, by the payment of an amount in! C) \- y0 e4 t/ U' b) i
cash for each such share so redeemed of (i) $25.00 together with all declared& |; w) o9 I; ?8 H- j
and unpaid dividends to the date fixed for redemption in the case of
0 @1 C- s$ g' ^" ]+ I( i( jredemptions on February 25, 2019 and on February 25 every five years- I! S, D2 E4 ]$ o0 y1 b
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to; g. N5 T" Q* q& N9 k) x$ K
the date fixed for redemption in the case of redemptions on any other date
- B7 Q( g2 h/ @9 z, j. jon or after February 25, 2014.7 w5 Y7 H+ r& f8 s# i6 Y, C
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic* ?- E5 q) s1 f5 ?
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
" E J$ j- C V" V, fthe right, at their option, to convert, on February 25, 2019 and on; H: J- x2 Y) N' W
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
' l# E2 Z% p r' ]- Mor all of their Preferred Shares Series 19 into an equal number of Preferred
* B9 I7 o, w$ p1 iShares Series 18 upon giving to the Bank written notice thereof not earlier
5 x `4 x2 a v- S. u. _than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
7 n: n6 E4 H' D) P& U15th day preceding, a Series 19 Conversion Date.: }9 N" j! |& M9 r
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
, u6 q0 i ?7 M1 ^1 CProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares( d! C2 C( }" g/ H
Series 18, as the case may be, that there would be outstanding on such2 e, x8 D9 `3 f% @- D; k# X
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
8 H6 l. K6 e# X' u1 Y9 u( isuch remaining number of Preferred Shares Series 19 will automatically be
2 A/ C' N' M2 ^converted on such Series 19 Conversion Date into an equal number of
3 a7 X5 V$ a( o4 hPreferred Shares Series 18. Additionally, if the Bank determines that, after
: p( ]. P; q# J% f( yconversion, there would be outstanding on such Series 19 Conversion Date2 } o$ I" z9 P8 b* V7 l
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares2 S2 S' h# s+ v z( W
Series 19 will be converted into Preferred Shares Series 18.6 W# h6 q! O. @% d& `( V
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares! Z0 |) O" `& X; N- m2 w: `+ b- l
Series 19 will not be entitled as such to receive notice of, attend, or vote at,& Z1 i: ^& x7 u, w( W% w
any meeting of the shareholders of the Bank unless and until the first time at; Q% L9 h0 h# b8 o# N# O
which the Board of Directors has not declared the whole dividend on the' C7 p" H( }9 J" g" l
Preferred Shares Series 19 in any quarter. In that event, subject as
+ b- U3 X4 n1 s6 ^ uhereinafter provided, the holders of Preferred Shares Series 19 will be9 N" |" o9 J. k( W, E% x. ]
entitled to receive notice of, and to attend, meetings of shareholders at which3 r, r/ f5 D, Z
directors of the Bank are to be elected and will be entitled to one vote for
$ o8 {# A" ?; t( \7 x: L' H9 neach Preferred Share Series 19 held. The voting rights of the holders of the
) J& _$ G7 [" o! T9 uPreferred Shares Series 19 will forthwith cease upon payment by the Bank of8 _. @) m9 M7 N* S
the first dividend on the Preferred Shares Series 19 to which the holders are6 Y0 H6 k+ M, v* \0 ?7 x4 u
entitled thereunder subsequent to the time such voting rights first arose until
5 w$ M$ V8 E! o0 B3 v7 Psuch time as the Bank may again fail to declare the whole dividend on the
1 |7 ]0 v% V, w+ Z3 `% V% {Preferred Shares Series 19 in respect of any quarter, in which event such
! s! X {% `9 r: n5 u) Lvoting rights will become effective again and so on from time to time." ?8 g; Z6 J1 Z' ]. z
S-6% U8 s b! D+ I. h; l3 D, t# `
Priority: The preferred shares of each series of the Bank will rank on a parity with" \/ Y$ L ]0 _) r+ n
every other series and are entitled to preference over the common shares of9 a2 g4 N% i" R3 j/ \5 M
the Bank and over any other shares of the Bank ranking junior to the( `' I6 z, I* f# e
preferred shares with respect to the payment of dividends and upon any
+ D+ T9 ^$ s6 S9 U ?distribution of assets in the event of the liquidation, dissolution or5 e, S6 ?* `, s4 g" C
winding-up of the Bank.
+ O. H/ t& J5 r) n) t$ @$ }Tax on Preferred Share The Bank will elect, in the manner and within the time provided under2 I& Z( x9 l Y+ I& r+ F* y
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares! k2 Y! t1 O* W
Series 18 and Preferred Shares Series 19 will not be required to pay tax on& b4 K5 @5 ?; L; l
dividends received on such shares under Part IV.1 of such Act. |
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