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发表于 2008-11-29 16:58
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下面是BMO的:2 Y3 g) O* M6 A4 [% m; |! Q; j
SUMMARY OF THE OFFERING+ s# e* d5 ^2 ], b0 [' k
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’’.
3 r$ y8 Q" V0 H" qIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
' i$ R; Y# K" H/ G) ]) YAmount: $150,000,000 (6,000,000 shares).0 k; u2 y6 T! ^8 A
Price and Yield: $25.00 per share to yield initially 6.50% per annum.* b6 H/ v/ C8 Y5 [+ _0 X( o
Principal Characteristics of the Preferred Shares Series 18+ z4 r9 A5 T1 }
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
" W: k1 k* o1 v- H0 G+ vnon-cumulative preferential cash dividends, as and when declared by the
6 {0 j8 E: e+ \6 [# CBoard of Directors, subject to the provisions of the Bank Act, for the initial8 A# Y3 j- y0 o# n- `$ d6 Y
period commencing on the closing date and ending on and including2 M |; z4 c3 P
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the% ^ V% _& [7 K% f
25th day of February, May, August and November in each year, at a rate `, |0 `9 L: L
equal to $0.40625 per share. The initial dividend, if declared, will be payable2 @4 m4 V) P9 @( H+ G
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
/ v X& A T7 C, a7 p' B# b; F: idate of December 11, 2008.$ j0 a. R9 _* ^1 F3 m$ H! f) m: @
For each five-year period after the Initial Fixed Rate Period (each, a3 E/ c9 {: Q- i- i' X8 A
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
5 M- X$ \& r. @$ ISeries 18 will be entitled to receive fixed non-cumulative preferential cash
/ j- k5 M5 a" ?dividends, as and when declared by the Board of Directors, subject to the: Z( E6 h6 U0 {
provisions of the Bank Act, payable quarterly on the 25th day of February,
& Q) z5 y. m3 F" E, k7 hMay, August and November in each year, in the amount per share per annum
8 \( q# C6 F+ E" r+ S3 @4 cdetermined by multiplying the Annual Fixed Dividend Rate applicable to
: C) {7 W1 o5 J. Usuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend! i% q" d* r7 _+ D) _4 ^
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
( f+ `' G5 N* JBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
0 h5 ^( l7 M! p8 L5 ]5 h+ A1 fof such Subsequent Fixed Rate Period and will be equal to the sum of the. `& w6 e: X& [+ v; T
Government of Canada Yield on the applicable Fixed Rate Calculation Date2 y$ O" J# x/ g( p+ t
plus 3.83%.4 y1 J8 g9 c$ x( t' [
If the Board of Directors does not declare a dividend, or any part thereof, on5 S; m8 r% g8 e2 ]
the Preferred Shares Series 18 on or before the dividend payment date for a+ f4 @9 I% ?0 H% ]$ U5 d6 M& _8 b
particular quarter, then the entitlement of the holders of the Preferred, z4 A, n/ j6 V8 w( C
Shares Series 18 to receive such dividend, or to any part thereof, for such! [! h* O" W8 p% b8 j8 j
quarter will be forever extinguished." P4 `- S% v+ {7 d% g6 \2 `8 L9 M
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the: f) m \- V- E9 S) V. X+ P& K
Superintendent and to the provisions described below under ‘‘Details of the- n# C) a" w" t) c q
Offering — Certain Provisions of the Preferred Shares Series 18 as a7 _# o7 @ R/ C' u9 _
Series — Restrictions on Dividends and Retirement of Shares’’, on
+ N- J& ^4 [3 _- `$ BFebruary 25, 2014 and on February 25 every five years thereafter, on not
3 e, i% v7 ~! c8 k! E8 Amore than 60 nor less than 30 days’ notice, the Bank may redeem all or any5 C$ }# f8 _7 V" e
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
* C) t7 V9 q- p/ {* x& E+ @3 |without the consent of the holder, by the payment of an amount in cash for
% o/ y, n9 w# i- |$ {& Z4 W. Neach such share so redeemed of $25.00 together with all declared and unpaid
! @/ y) d9 A* k4 i( F6 ]dividends to the date fixed for redemption.
: N3 j6 _# Q% \8 xConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic/ C* O' }1 J6 r* Q( w0 y3 x3 v: M
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
9 U" Z7 R1 t% n2 V; m8 ]% sthe right, at their option, to convert, on February 25, 2014 and on
2 W1 K1 d1 P# i# |: G6 G* n( T! i; R; `S-4
8 P s Q6 U2 A2 A- ?' CFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any0 D& M- `& l0 v3 S! H1 U8 ]% z4 {# H
or all of their Preferred Shares Series 18 into an equal number of Preferred
% s3 n9 `0 }4 w$ zShares Series 19 upon giving to the Bank notice thereof not earlier than$ k1 H- s/ U7 Y" E
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day- \8 [, D- T! u5 ^* N5 \
preceding, a Series 18 Conversion Date.
& c! Z: R8 Z: R' [, Z& m8 o9 j+ }Automatic Conversion If the Bank determines, after having taken into account all shares tendered/ S' Z# j& J- {9 k1 a6 j
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares$ Q. Q4 R H1 Z9 Q5 e
Series 19, as the case may be, that there would be outstanding on such
+ R& t. X7 j' WSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,( n+ x6 a4 l& d5 s% g+ D0 d
such remaining number of Preferred Shares Series 18 will automatically be
# E3 n7 d$ S$ h" t# d6 N3 L- ?converted on such Series 18 Conversion Date into an equal number of
7 q1 M5 J* a$ U- `Preferred Shares Series 19. Additionally, if the Bank determines that, after
$ _3 ]# ^$ q8 e3 S/ b* Mconversion, there would be outstanding on such Series 18 Conversion Date( ~1 N; H7 {4 a& M6 n
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares) f$ l0 M- e- t/ C" H
Series 18 will be converted into Preferred Shares Series 19.3 l {" V N$ ?/ s7 r
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares0 O3 i, b+ Y/ l
Series 18 will not be entitled as such to receive notice of, attend, or vote at,; E/ Y' F7 D% X& y" }
any meeting of the shareholders of the Bank unless and until the first time at
6 N$ D+ h7 U" Nwhich the Board of Directors has not declared the whole dividend on the0 u9 O; U; Q8 n
Preferred Shares Series 18 in any quarter. In that event, subject as7 K+ l- u8 w9 M/ i. N! W3 }
hereinafter provided, the holders of Preferred Shares Series 18 will be0 L# G* ]: l& [- }
entitled to receive notice of, and to attend, meetings of shareholders at which+ J% M9 G* S; v+ K5 E+ _
directors of the Bank are to be elected and will be entitled to one vote for
9 q2 s; O' D8 l$ u" leach Preferred Share Series 18 held. The voting rights of the holders of the5 ~0 \* c& ^. F2 g0 w! M* s: d1 w# p
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
: C. C' e7 k, O9 N' b0 A* Hthe first dividend on the Preferred Shares Series 18 to which the holders are
D- \ o* T* Bentitled thereunder subsequent to the time such voting rights first arose until% I+ R6 y5 p: Q" Q: G0 C" M
such time as the Bank may again fail to declare the whole dividend on the
+ Q9 C. \/ H% R# DPreferred Shares Series 18 in respect of any quarter, in which event such
) _5 s* [7 @, M+ I6 [voting rights will become effective again and so on from time to time.
: I' ?$ U* o! u$ Z+ NPrincipal Characteristics of the Preferred Shares Series 19
& {1 ^& B4 G0 w Y4 a/ C9 B% ADividends: The holders of the Preferred Shares Series 19 will be entitled to receive: N2 H7 w3 t1 `
floating rate non-cumulative preferential cash dividends, as and when# W* l4 e# G4 i# G5 M) _. F
declared by the Board of Directors, subject to the provisions of the Bank Act,
- P% K3 y8 L+ F6 Apayable quarterly on the 25th day of February, May, August and November$ i* ]% I( L4 [# |: ?0 H
in each year, in the amount per share determined by multiplying the
5 ^( G% e; v! ^1 G3 eapplicable Quarterly Floating Dividend Rate by $25.00.3 c X# U$ g' ]& Y0 J; @: X
On the 30th day prior to the commencement of the initial quarterly dividend
5 B |9 t) v/ G" iperiod beginning on February 25, 2014, and on the 30th day prior to the first9 ]- a" o" ]' B% t4 t6 b9 _
day of each subsequent quarterly dividend period (the initial quarterly
, I5 p; N$ Y, r* p! s' v" l# rdividend period and each subsequent quarterly dividend period is referred to
; j4 k. M" L! q( ^+ aas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the& e& |5 W# z+ ?1 H: ?! o* @3 G
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate" G% X8 v& S T6 L' V
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
+ B# J8 t- K6 u u g) {( I# P+ qT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
! L% V4 Z# E( aelapsed in the applicable Quarterly Floating Rate Period divided by 365)
1 m) y" D0 r6 vdetermined on the 30th day prior to the first day of the applicable Quarterly8 u; ]- x; R' t% g* s. l2 F
Floating Rate Period.6 s8 C, Z/ A1 P$ w/ q9 V* Z
S-5
6 M; l+ a4 h' @, s4 s4 T. p* VIf the Board of Directors does not declare a dividend, or any part thereof, on3 `8 L; W( _. ^
the Preferred Shares Series 19 on or before the dividend payment date for a3 t0 j$ T5 P$ m5 @7 N
particular quarter, then the entitlement of the holders of the Preferred# _: O( `3 k$ t8 `' A3 M
Shares Series 19 to receive such dividend, or to any part thereof, for such' `, v" z! ]- x% y% t8 K7 u8 [
quarter will be forever extinguished.
: K' W( N) L1 t8 n8 c; ^3 i6 cRedemption: Subject to the provisions of the Bank Act and to the prior consent of the5 c1 J, b0 P0 y& a
Superintendent and to the provisions described below under the heading
) r6 x3 A. t3 [- H‘‘Details of the Offering — Certain Provisions of the Preferred Shares. D, Q) i) ]( ^0 P
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,/ K; N0 S3 W0 R/ Z. C, x# m
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
0 y" ` ?+ Y2 }( \$ @, d" ?4 for any part of the then outstanding Preferred Shares Series 19, at the Bank’s' A$ n8 q2 y; ~, i) B' X
option without the consent of the holder, by the payment of an amount in
d4 E' R2 q lcash for each such share so redeemed of (i) $25.00 together with all declared
$ y, p" P [, c# zand unpaid dividends to the date fixed for redemption in the case of; N8 m- w' u! N" s) p$ L! ~: T7 c
redemptions on February 25, 2019 and on February 25 every five years
. H+ J7 p4 U6 l) Z6 {thereafter, or (ii) $25.50 together with all declared and unpaid dividends to8 [0 J9 y( Q* P) a Y! W6 r- ^
the date fixed for redemption in the case of redemptions on any other date
# X5 v+ u4 I/ G4 U# b' Q# O# P5 O& ion or after February 25, 2014.5 `. J3 N2 t4 }
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic8 |2 _; Y& u4 Y) K/ B
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have. c" V( d M! u
the right, at their option, to convert, on February 25, 2019 and on' |/ t0 ]& V& R. e
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any% ]4 a6 g. E' y$ C) F" z
or all of their Preferred Shares Series 19 into an equal number of Preferred
" e" A M0 H' n, I# p) ^ iShares Series 18 upon giving to the Bank written notice thereof not earlier
9 k# o. G0 w$ ]than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
" @4 H5 T9 {/ r4 Y9 t7 W/ M# N3 Q4 C15th day preceding, a Series 19 Conversion Date.7 Z- W3 I8 x6 j" a
Automatic Conversion If the Bank determines, after having taken into account all shares tendered6 J7 g) e5 J( r: A6 U) |2 f- c0 C
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
( @- X9 S: N6 B4 X0 U- `Series 18, as the case may be, that there would be outstanding on such. x2 k& J# T# q0 E% W
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,; j$ }( |" H: _# s$ f) t; B
such remaining number of Preferred Shares Series 19 will automatically be
1 m/ s1 i" D8 C. R+ X" P$ \* wconverted on such Series 19 Conversion Date into an equal number of% H: ?' i+ e) Q) B$ E$ L
Preferred Shares Series 18. Additionally, if the Bank determines that, after2 c$ P2 m3 T, f
conversion, there would be outstanding on such Series 19 Conversion Date1 K8 i( n1 S& b! j
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
( A9 j. V) I. ` d, [ [8 U" G sSeries 19 will be converted into Preferred Shares Series 18.% l4 ]) j( u: h, y
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
8 C% g. A" N& xSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
& D! W4 @1 b) p* c. bany meeting of the shareholders of the Bank unless and until the first time at
{6 H3 O6 e0 Y/ A9 Z, lwhich the Board of Directors has not declared the whole dividend on the) o/ l# S" e# A5 m5 q4 N4 d
Preferred Shares Series 19 in any quarter. In that event, subject as
0 N0 d7 r: R' g7 ahereinafter provided, the holders of Preferred Shares Series 19 will be3 J; E1 J0 O8 a. H) |$ g6 I
entitled to receive notice of, and to attend, meetings of shareholders at which) b( k4 v! m. ?- y [3 I y
directors of the Bank are to be elected and will be entitled to one vote for
Q; D- ~5 s0 K. yeach Preferred Share Series 19 held. The voting rights of the holders of the
4 J" l0 ]" d0 {4 o: o5 o0 Z1 S, HPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
( u, L5 S7 R( H* qthe first dividend on the Preferred Shares Series 19 to which the holders are, r" p! a8 U3 n2 f
entitled thereunder subsequent to the time such voting rights first arose until* T0 j+ q2 w0 `, X* @- `; J$ y9 _
such time as the Bank may again fail to declare the whole dividend on the' C! W% k8 Y" {; j. Z0 |/ X
Preferred Shares Series 19 in respect of any quarter, in which event such9 V, i$ _! ^+ k2 n
voting rights will become effective again and so on from time to time.
6 X9 [! x+ t- @ h, \- eS-6! C" T2 A( @7 Y
Priority: The preferred shares of each series of the Bank will rank on a parity with: ? w# x$ o. Y6 N
every other series and are entitled to preference over the common shares of
- y6 g/ n+ z- U" D# G5 [: hthe Bank and over any other shares of the Bank ranking junior to the
, b0 i5 ?$ X5 o, O$ h; }& jpreferred shares with respect to the payment of dividends and upon any) I* z: ], n! [5 p2 _
distribution of assets in the event of the liquidation, dissolution or
. F+ @$ H5 C" y2 Wwinding-up of the Bank.* G# ~# k. D8 R- A5 N3 A
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under. V1 b1 T; ~- f( k, g% E% d
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
0 i. I3 A) ~% t O+ l& I- R4 _$ P0 VSeries 18 and Preferred Shares Series 19 will not be required to pay tax on$ X; `1 N) p5 G' ^3 P! _
dividends received on such shares under Part IV.1 of such Act. |
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