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发表于 2008-11-29 16:58
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下面是BMO的:# h t; v9 N1 t
SUMMARY OF THE OFFERING
/ D; E7 L3 T+ LThis 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’’.
* Z2 T" }' s8 A% IIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
* F7 j& d0 L1 u; E' w7 zAmount: $150,000,000 (6,000,000 shares).* A) p- p4 u0 H' i/ y, \
Price and Yield: $25.00 per share to yield initially 6.50% per annum.1 W9 o1 I+ }% S) k3 w% ~' w
Principal Characteristics of the Preferred Shares Series 18
; J# G: S3 w. j, y" n* B0 R8 WDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
( s$ M; f; j& |$ r* lnon-cumulative preferential cash dividends, as and when declared by the6 _$ y9 }' b1 n- i
Board of Directors, subject to the provisions of the Bank Act, for the initial
% X( |5 x, }7 Gperiod commencing on the closing date and ending on and including
% @/ a5 I @3 N+ V$ BFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
. g/ s* |, v! |7 e. R25th day of February, May, August and November in each year, at a rate
7 T6 h; x5 n' K b1 fequal to $0.40625 per share. The initial dividend, if declared, will be payable1 R) ]$ S/ ?) M! k# c5 z7 A8 o
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing* T; N; ]# z: \' f( Z7 r% ^( B
date of December 11, 2008.
0 h2 Y! Z5 M0 N* p% bFor each five-year period after the Initial Fixed Rate Period (each, a! w& S* \, _* d4 f) W
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares0 y/ j' ~7 W# H& P+ J5 h% x% q
Series 18 will be entitled to receive fixed non-cumulative preferential cash
; X: J2 q% Q4 U2 {! h) r6 h3 jdividends, as and when declared by the Board of Directors, subject to the7 P$ E3 Q0 M0 p% j: y$ `, ^
provisions of the Bank Act, payable quarterly on the 25th day of February,+ L; e: x1 `0 x& Z% E( L7 p
May, August and November in each year, in the amount per share per annum _! g0 h! H* O/ r \. G" b
determined by multiplying the Annual Fixed Dividend Rate applicable to+ |" C5 y3 ^( G$ Q0 }1 X
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
7 n* s- I4 w/ l) \, c* P3 XRate for the ensuing Subsequent Fixed Rate Period will be determined by the( z* Q- e. B. N$ ]) f% r/ _+ a
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
2 F) J9 X$ K9 S" L: D3 f. M* ^$ Yof such Subsequent Fixed Rate Period and will be equal to the sum of the
& ?- T% `1 D( L9 UGovernment of Canada Yield on the applicable Fixed Rate Calculation Date/ [4 }- L1 v& |& K5 V) @7 }
plus 3.83%.
7 J( \$ T1 \% O6 e' FIf the Board of Directors does not declare a dividend, or any part thereof, on
, C7 v# \+ | u6 x8 N B _- ~1 U( }the Preferred Shares Series 18 on or before the dividend payment date for a
$ t2 \7 b8 Z: J) w. W+ E3 wparticular quarter, then the entitlement of the holders of the Preferred
, W2 @2 e$ a9 M9 L! C, F9 UShares Series 18 to receive such dividend, or to any part thereof, for such, [0 z/ L7 P. P
quarter will be forever extinguished.3 o; O" \2 Y [: P
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
/ F2 m% J) e- O DSuperintendent and to the provisions described below under ‘‘Details of the
4 u; Q9 [! d$ i1 W1 ]Offering — Certain Provisions of the Preferred Shares Series 18 as a
% V( H5 A; v; r; Z m+ @Series — Restrictions on Dividends and Retirement of Shares’’, on
) e2 p7 N: E$ e- I9 j' b1 |February 25, 2014 and on February 25 every five years thereafter, on not" z. W! j1 d! e+ C& n! C, B
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any0 |- H. G9 b6 N" J3 T' H
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
4 f! j9 D. J# M* m8 awithout the consent of the holder, by the payment of an amount in cash for
0 ~+ j( ~; R) J, Xeach such share so redeemed of $25.00 together with all declared and unpaid
/ j2 n+ Z/ S- S% k" L m: ~7 [dividends to the date fixed for redemption.
- d7 j. S M& \; Z. J sConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic7 B U# `& d) T: j& N
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
3 U1 S0 K1 O" y( B( n9 O% j8 Q: @the right, at their option, to convert, on February 25, 2014 and on
; }& [( H3 U5 P1 NS-4
! O+ e5 o( q3 N6 z0 g; z9 o5 r: pFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
9 \- U: y3 w. Y" \; Sor all of their Preferred Shares Series 18 into an equal number of Preferred5 |& s9 _7 X9 g. |" b' p% u9 x
Shares Series 19 upon giving to the Bank notice thereof not earlier than
) j2 y& W9 ]4 H6 W30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day1 C l* ]( l3 c) T" |
preceding, a Series 18 Conversion Date.
) g' F$ N; t0 d2 z3 ]1 HAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
- u6 } b) ~4 e$ EProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
; X; L1 |# y7 h7 USeries 19, as the case may be, that there would be outstanding on such
, b2 b2 `- p1 x3 X7 ?; WSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
9 u8 `8 W4 I5 k: @% hsuch remaining number of Preferred Shares Series 18 will automatically be) x2 Q9 u& U6 W2 K; M
converted on such Series 18 Conversion Date into an equal number of& M Z3 s5 b9 V2 w( Q( V" U
Preferred Shares Series 19. Additionally, if the Bank determines that, after
1 t. { N' t9 w: N: [/ hconversion, there would be outstanding on such Series 18 Conversion Date
4 N V) _/ D; ^ t5 ?2 @3 ^' Yless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
7 `! G' |: Q; a! e+ ?Series 18 will be converted into Preferred Shares Series 19.
% H* ]! T3 I7 E. t# FVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares0 f" b' ]& Q4 E9 w \; y% I
Series 18 will not be entitled as such to receive notice of, attend, or vote at,9 L1 {. k9 _' x7 Y) U! q
any meeting of the shareholders of the Bank unless and until the first time at+ V" k& W5 S( N* ]9 f
which the Board of Directors has not declared the whole dividend on the% s2 `6 d) Y# S% s5 T4 h' {
Preferred Shares Series 18 in any quarter. In that event, subject as
* _& D: B, B" I; I; Mhereinafter provided, the holders of Preferred Shares Series 18 will be/ ^! b; y! s0 f: X4 q
entitled to receive notice of, and to attend, meetings of shareholders at which
" E) q. [6 b' ndirectors of the Bank are to be elected and will be entitled to one vote for, K8 m* ^0 L7 a0 w8 G2 p% J& y- E/ g! N
each Preferred Share Series 18 held. The voting rights of the holders of the/ a6 R/ E$ U D: P1 g
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of0 q( `2 ], w$ \) u& T( X8 e
the first dividend on the Preferred Shares Series 18 to which the holders are
1 G. j- y8 g, d6 W" ientitled thereunder subsequent to the time such voting rights first arose until2 U- X [1 K7 R# Z
such time as the Bank may again fail to declare the whole dividend on the
6 A/ n! w, P$ h& i; g4 f APreferred Shares Series 18 in respect of any quarter, in which event such: U2 ~- u3 ]4 B! k$ S% {9 ^- s' W
voting rights will become effective again and so on from time to time.9 e6 P5 m$ U# T& p) S9 g& H
Principal Characteristics of the Preferred Shares Series 19; U3 A2 H% w; ?7 ?, q8 b
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive8 z0 r. M* G' A: n+ D
floating rate non-cumulative preferential cash dividends, as and when
) t/ @' V/ F2 y: l3 ideclared by the Board of Directors, subject to the provisions of the Bank Act,
& {5 Q5 M. Y I- H. Q6 Ypayable quarterly on the 25th day of February, May, August and November
`8 A6 ]; t1 e( K |( e4 j+ U: Fin each year, in the amount per share determined by multiplying the
+ ?# z3 E8 i8 o1 o* fapplicable Quarterly Floating Dividend Rate by $25.00.. Y) E7 Z/ o( N" d& c
On the 30th day prior to the commencement of the initial quarterly dividend
( y. `% n* m+ m/ a8 C. pperiod beginning on February 25, 2014, and on the 30th day prior to the first$ U; C! E7 Z' W* p E
day of each subsequent quarterly dividend period (the initial quarterly6 w& b; x" c/ V, Y. k3 H9 ^; Q; j
dividend period and each subsequent quarterly dividend period is referred to1 A- M$ T: \0 C& Z$ R
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the* R' |0 n0 a. N9 p3 q4 @4 x5 B
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate( x4 @7 l) v6 P4 [, V( f$ J
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the) ?) l2 Y2 [) f. v; v: N# a: U% E& L
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days$ Z; E k1 J* t$ B- G
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
7 \) K7 q/ |* D0 n& {determined on the 30th day prior to the first day of the applicable Quarterly7 c) L0 R. P: o9 b( `5 G) n
Floating Rate Period.' q$ f: x8 m( c6 r4 \
S-5: y$ C& F- [' c7 G7 f! B& W
If the Board of Directors does not declare a dividend, or any part thereof, on
; T$ ~* G6 C4 m! ?' R1 fthe Preferred Shares Series 19 on or before the dividend payment date for a1 c0 M: }0 h" l; F# e' D2 S5 y
particular quarter, then the entitlement of the holders of the Preferred. }7 }8 z, j1 T: B) \' N6 r; ]
Shares Series 19 to receive such dividend, or to any part thereof, for such7 d b/ B2 C7 t% Y
quarter will be forever extinguished.- \5 C* |0 c2 a) r
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the [1 w8 T+ m+ L% b1 W4 E
Superintendent and to the provisions described below under the heading" |( I+ k- a* i* C, T5 K
‘‘Details of the Offering — Certain Provisions of the Preferred Shares5 u x$ @1 ~8 S; s# o' e' Z* D
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
$ l5 E( c' o3 B4 u q3 v7 ^" R* R+ son not more than 60 nor less than 30 days’ notice, the Bank may redeem all6 k5 f: V4 ^0 ], F5 X
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s5 z6 e9 i4 v/ B3 [( d1 i `8 L
option without the consent of the holder, by the payment of an amount in
) `% [# n0 V3 O+ }- P( {cash for each such share so redeemed of (i) $25.00 together with all declared9 `) g) O; `, y/ B# s6 r+ Z
and unpaid dividends to the date fixed for redemption in the case of, R; C$ N7 U( T) p( f6 X
redemptions on February 25, 2019 and on February 25 every five years
- V* @) r) `6 Bthereafter, or (ii) $25.50 together with all declared and unpaid dividends to u5 p( q2 X6 h$ l& @, F
the date fixed for redemption in the case of redemptions on any other date
p& a5 `; Z' A/ ]* J# W4 bon or after February 25, 2014.7 c- S3 q+ n% ]+ s
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic8 K& w( Y2 o, Z
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have# x) O- A4 Q( y) f
the right, at their option, to convert, on February 25, 2019 and on
" \' W* N4 {& G9 a& K; sFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any* T9 {' @% Z: Y# ^0 ?1 _
or all of their Preferred Shares Series 19 into an equal number of Preferred
: ^! s8 l8 t7 x' [5 P0 }0 HShares Series 18 upon giving to the Bank written notice thereof not earlier2 g R% @2 T- J
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
9 I- J7 S- T8 q% k1 f P15th day preceding, a Series 19 Conversion Date.* |8 g9 H0 G% f
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
2 N& f* E/ Q% k' x3 ~9 XProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
0 K' F! k6 e. S( ] G8 |4 v- w, p+ G7 VSeries 18, as the case may be, that there would be outstanding on such
@# D+ t/ h- i5 y* d- h6 g SSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,) K& Y! X- p% ?0 W2 Y/ n( }8 b
such remaining number of Preferred Shares Series 19 will automatically be
% h8 J) M0 ~' z9 T: T/ G; ^6 ~ L1 Lconverted on such Series 19 Conversion Date into an equal number of, T4 E4 Z+ F3 Z% ]; b9 V
Preferred Shares Series 18. Additionally, if the Bank determines that, after+ J; F4 b& E* P9 v4 r6 V/ y% {
conversion, there would be outstanding on such Series 19 Conversion Date
% b: |, N% D, N0 a. y2 l3 A4 lless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares4 b0 @' G* d" }% ^9 K
Series 19 will be converted into Preferred Shares Series 18.
/ i* T1 P1 c% I# OVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
, T- h, B2 l9 r/ L" Q% Y' r. e% `Series 19 will not be entitled as such to receive notice of, attend, or vote at,: l4 V f+ z! j! [1 _
any meeting of the shareholders of the Bank unless and until the first time at: w/ k% i) ?- t" E( N% s* Q2 ?
which the Board of Directors has not declared the whole dividend on the* b2 S$ @* S0 M6 y% P) \
Preferred Shares Series 19 in any quarter. In that event, subject as
2 F2 ^, o' f9 W0 R9 y; Whereinafter provided, the holders of Preferred Shares Series 19 will be
' n; U @: y! E' Q$ M% V( s( Xentitled to receive notice of, and to attend, meetings of shareholders at which
9 T; K5 T5 _" V1 h' o# Z$ `directors of the Bank are to be elected and will be entitled to one vote for1 ^' d9 W1 G' @
each Preferred Share Series 19 held. The voting rights of the holders of the5 a b0 x+ y, {5 [0 b8 j: H
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of* j2 [, S( h2 Q; ]" I6 P
the first dividend on the Preferred Shares Series 19 to which the holders are
0 b, T4 `8 y/ n! ^- Bentitled thereunder subsequent to the time such voting rights first arose until) z. n* N" Z9 k% ]
such time as the Bank may again fail to declare the whole dividend on the: k% J+ u0 A! O/ d0 J; R) B
Preferred Shares Series 19 in respect of any quarter, in which event such
" X7 f) c4 T+ b8 o' tvoting rights will become effective again and so on from time to time." f/ T7 P+ X R q
S-6
5 @: n& U6 V8 XPriority: The preferred shares of each series of the Bank will rank on a parity with
9 e S# D% W. J9 Z2 s" E. |! T$ p7 yevery other series and are entitled to preference over the common shares of
5 U" A+ L8 f) G$ v. hthe Bank and over any other shares of the Bank ranking junior to the$ [2 P! v& V; K2 r
preferred shares with respect to the payment of dividends and upon any
. _" f2 ]' X5 q: N( B jdistribution of assets in the event of the liquidation, dissolution or/ Y" w3 q4 `( d7 s6 N7 Z
winding-up of the Bank.
9 e: }$ M# X# n* h$ T' K; ^Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
+ X8 a, [6 I4 M( c9 z. Z0 TDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares! N5 m/ K( y8 h; ]/ d2 w- T
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
6 {! N( s" y( i& W* tdividends received on such shares under Part IV.1 of such Act. |
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