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发表于 2008-11-29 16:58
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下面是BMO的:/ `" {% b$ N. [' b7 p
SUMMARY OF THE OFFERING S1 Y2 D" A, h. o
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’’.
$ ^" X5 z8 W @( gIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.) y! @/ u- G y6 ?* Y
Amount: $150,000,000 (6,000,000 shares).5 { `- _2 U9 z) s5 O+ _# A
Price and Yield: $25.00 per share to yield initially 6.50% per annum.. L- e6 d5 N7 F! c# W8 \
Principal Characteristics of the Preferred Shares Series 188 C7 Q! h0 n0 ^- c3 j$ n4 P9 s" b
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
9 x4 P9 Z$ ]7 o s4 C) `non-cumulative preferential cash dividends, as and when declared by the
& n( s; M& E* \+ c( \9 QBoard of Directors, subject to the provisions of the Bank Act, for the initial. R. S. j$ {0 M E
period commencing on the closing date and ending on and including
/ G4 v* y, G! PFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the) X- c! J( Q; ?9 f) h
25th day of February, May, August and November in each year, at a rate
5 ]/ {& C Y9 U4 i0 X! @0 zequal to $0.40625 per share. The initial dividend, if declared, will be payable" \* X2 M2 M+ n! M B
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
& E& L3 g3 u1 xdate of December 11, 2008.
2 |8 \+ w9 J( z- x. b6 d" _- ]For each five-year period after the Initial Fixed Rate Period (each, a# D7 a; ~, Y& M" O, x" e0 G$ [* h0 e* J: T
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
# c, `. x7 r4 V1 t7 U" ^Series 18 will be entitled to receive fixed non-cumulative preferential cash1 |& M# \% ~& s4 ?) q) `; Z8 e
dividends, as and when declared by the Board of Directors, subject to the
9 d# Y: B5 \) _( ~* _2 _/ X/ G$ j4 Jprovisions of the Bank Act, payable quarterly on the 25th day of February,8 Q/ G; V1 r: G
May, August and November in each year, in the amount per share per annum
- E1 L: S8 u8 Q% d' R ^determined by multiplying the Annual Fixed Dividend Rate applicable to: o3 ?9 Q; J+ S6 a8 t
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
& F; m5 @3 {- n @; B5 y/ wRate for the ensuing Subsequent Fixed Rate Period will be determined by the
' Z1 h. W% i$ }" }+ |$ L0 vBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day' r6 p2 S _. r5 O
of such Subsequent Fixed Rate Period and will be equal to the sum of the
4 s& o$ J& V$ }Government of Canada Yield on the applicable Fixed Rate Calculation Date F) }! x b* t2 Y) @
plus 3.83%.
/ M% a U! m* {: p; O" p5 OIf the Board of Directors does not declare a dividend, or any part thereof, on7 t; y: [) B- X5 g
the Preferred Shares Series 18 on or before the dividend payment date for a' q7 A) k' o9 t; h3 z( M: S6 \; P2 f, Z
particular quarter, then the entitlement of the holders of the Preferred M/ z$ U8 h0 R3 O7 K
Shares Series 18 to receive such dividend, or to any part thereof, for such- O6 u Z' x" M+ Q1 C0 @
quarter will be forever extinguished.1 S" s$ S* s d% b3 y; c
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
+ b" H/ \& D& |Superintendent and to the provisions described below under ‘‘Details of the
U$ a: {, w9 G3 QOffering — Certain Provisions of the Preferred Shares Series 18 as a- |& v7 b* R5 D
Series — Restrictions on Dividends and Retirement of Shares’’, on
' q4 x& c0 t" H1 x4 \" o1 KFebruary 25, 2014 and on February 25 every five years thereafter, on not8 F5 h# H1 g2 L0 O- Y! W$ r
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
" _ T- [9 Q) y: g' kpart of the then outstanding Preferred Shares Series 18, at the Bank’s option: [* K; S+ y; O# c2 |
without the consent of the holder, by the payment of an amount in cash for
5 w! h/ r8 N7 c7 g& ]6 aeach such share so redeemed of $25.00 together with all declared and unpaid
$ Q* q& R6 S4 {2 Mdividends to the date fixed for redemption.: t. ?6 @ X- M
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic6 v6 n! u7 ~( h; X# H
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have0 p4 z) G# w. y3 O" \
the right, at their option, to convert, on February 25, 2014 and on* G& Z0 S, w0 c
S-4
! s1 s9 K1 l/ [% L M XFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any, o7 n' M- Z) v H" d" i$ E
or all of their Preferred Shares Series 18 into an equal number of Preferred
a M3 J( v' K( m% M5 EShares Series 19 upon giving to the Bank notice thereof not earlier than
" o) G2 P" M8 H! c. s30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
K- F- J: S* C8 e1 Ppreceding, a Series 18 Conversion Date.
4 \. j. d- t& l2 k" ]Automatic Conversion If the Bank determines, after having taken into account all shares tendered3 Y$ F0 W7 a. n) l' V! n. Z
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
. h2 ]' x0 `' CSeries 19, as the case may be, that there would be outstanding on such
1 A9 F C% L+ Q N j% r$ h, sSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
2 s9 G. V1 { v( K6 D& `/ |4 ^such remaining number of Preferred Shares Series 18 will automatically be. }( L1 w' V2 i6 R
converted on such Series 18 Conversion Date into an equal number of
) m' [$ O* \2 ~- w3 M( h/ o( aPreferred Shares Series 19. Additionally, if the Bank determines that, after
9 L" T8 m5 \6 u1 Wconversion, there would be outstanding on such Series 18 Conversion Date9 `/ q& a, n" n$ y2 S9 k
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
4 P5 |: g+ ], W1 lSeries 18 will be converted into Preferred Shares Series 19.
$ S# P) z- m: a0 _) Y0 R! h7 fVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares# }9 k' H8 j# J4 C5 U; h' a1 f/ R2 n
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
8 u8 f0 R O7 @* p* qany meeting of the shareholders of the Bank unless and until the first time at; e& K8 ?. \8 \
which the Board of Directors has not declared the whole dividend on the
+ g+ @; C8 d) |" i' iPreferred Shares Series 18 in any quarter. In that event, subject as) Q- ~" O+ X) _! Q% z/ d
hereinafter provided, the holders of Preferred Shares Series 18 will be
% K7 b) V) l8 tentitled to receive notice of, and to attend, meetings of shareholders at which
8 P' o# p/ K7 ]directors of the Bank are to be elected and will be entitled to one vote for: I4 Q) h# C5 V6 E; G) O9 {
each Preferred Share Series 18 held. The voting rights of the holders of the4 N# w8 H; {, J
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
. |2 w$ {- b8 J* zthe first dividend on the Preferred Shares Series 18 to which the holders are9 R0 _ y' e! }! X* `( Z3 \
entitled thereunder subsequent to the time such voting rights first arose until6 l4 {3 T% d- |! x0 \# a W
such time as the Bank may again fail to declare the whole dividend on the1 S* _; B1 e/ ~! K! D# g I
Preferred Shares Series 18 in respect of any quarter, in which event such* D; p, \4 x7 W1 I
voting rights will become effective again and so on from time to time.& `- k- m9 u& w6 z U5 N% O6 O
Principal Characteristics of the Preferred Shares Series 19
4 B* t7 x Z+ ?2 oDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
/ G9 g. d! ]! o3 Z" Y9 f! r) dfloating rate non-cumulative preferential cash dividends, as and when
, }. `6 k/ h6 F( s$ Y% sdeclared by the Board of Directors, subject to the provisions of the Bank Act,
" K8 ?" x6 O! V% A1 Epayable quarterly on the 25th day of February, May, August and November9 V- Y/ s- p4 X
in each year, in the amount per share determined by multiplying the0 k8 U; G+ ] A0 f
applicable Quarterly Floating Dividend Rate by $25.00.
- {9 W: ? ^1 K6 _; kOn the 30th day prior to the commencement of the initial quarterly dividend
+ E- d" @0 l/ hperiod beginning on February 25, 2014, and on the 30th day prior to the first
( c. C$ i3 I! R' Kday of each subsequent quarterly dividend period (the initial quarterly
, v- q1 I Z4 v) N% D, S6 |- Ldividend period and each subsequent quarterly dividend period is referred to7 q" A9 @. V4 t, j2 a
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
+ s3 k! Y; `4 V1 }* TQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
4 _# m$ @6 D1 a" X- Q% qPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
. ]( n& W* M5 ~$ S% G: g# z) yT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days, |9 z$ J. p8 R0 P. }, s$ J- W. O
elapsed in the applicable Quarterly Floating Rate Period divided by 365)+ E2 J5 O. Z* R5 e
determined on the 30th day prior to the first day of the applicable Quarterly
" C0 p- X! s% {& z& {. ?: ~Floating Rate Period./ D/ v7 |3 S6 o* c3 t1 x6 J* U
S-50 l( _' k& M1 X3 [$ m. d# ^
If the Board of Directors does not declare a dividend, or any part thereof, on
- {- {: |, U6 I; d# u* \/ vthe Preferred Shares Series 19 on or before the dividend payment date for a, S2 S) g4 `4 O! C8 h
particular quarter, then the entitlement of the holders of the Preferred6 ~% K$ Z$ h. d
Shares Series 19 to receive such dividend, or to any part thereof, for such* Z' i0 C- L% h
quarter will be forever extinguished.4 K: f) c( x* G' G
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
, c+ j( i* O% \Superintendent and to the provisions described below under the heading
a0 K. w7 m/ x‘‘Details of the Offering — Certain Provisions of the Preferred Shares7 ]; N1 D& o/ ]) A% U2 Q$ a: o
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,. x! \9 H& r/ u& C! b4 g
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
$ s6 H9 D1 B) B8 k' ior any part of the then outstanding Preferred Shares Series 19, at the Bank’s4 |$ `# y7 K( x k& Q' O! ^
option without the consent of the holder, by the payment of an amount in3 z! B# T& w4 q+ w
cash for each such share so redeemed of (i) $25.00 together with all declared, U" L8 U% O2 l
and unpaid dividends to the date fixed for redemption in the case of
5 s2 a3 H' ~, z) P" y* rredemptions on February 25, 2019 and on February 25 every five years
C: t5 c3 {! Hthereafter, or (ii) $25.50 together with all declared and unpaid dividends to. ` H) F' h5 f$ e5 \; M4 e
the date fixed for redemption in the case of redemptions on any other date
5 ~% d- R ~0 \" k' Z* i1 d. fon or after February 25, 2014.
7 Q3 Y$ g* U+ s; S. _1 Y" i. vConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic+ |1 G# e' R) T0 l) R
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have$ T! l+ N7 Y% `% i: g4 t
the right, at their option, to convert, on February 25, 2019 and on+ Q: H# m+ ]0 ?; d7 m# G; P: A( l% ]
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any" G4 r' Z9 D6 Z3 M& |# |
or all of their Preferred Shares Series 19 into an equal number of Preferred
" R- e2 k& E: d2 u* B# w- cShares Series 18 upon giving to the Bank written notice thereof not earlier
+ h2 o9 m' C: M# ~5 s) Q% g5 |0 \than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the u, C o) {+ \* \3 E
15th day preceding, a Series 19 Conversion Date.+ g* w: G+ G0 ]2 Q! d- l
Automatic Conversion If the Bank determines, after having taken into account all shares tendered: X9 s+ S& ]2 ]$ E- g, m' O) b
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
% n! d$ Y, m- n8 i! xSeries 18, as the case may be, that there would be outstanding on such
2 h9 r. H, N/ D% @! nSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
) @ K+ {! V0 [, msuch remaining number of Preferred Shares Series 19 will automatically be
7 r: q7 K& {1 c- u& t# o0 X7 fconverted on such Series 19 Conversion Date into an equal number of
8 p' y2 p$ y& S" n) F& Y' zPreferred Shares Series 18. Additionally, if the Bank determines that, after2 W4 D4 b' R4 f9 G8 c9 \, U
conversion, there would be outstanding on such Series 19 Conversion Date8 o9 y) J( l% f( W" \ `
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
8 l: x4 X( b! A' n5 ESeries 19 will be converted into Preferred Shares Series 18./ A: h" z. ~' M3 D7 {, {! y
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
+ N5 P) r, c0 nSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
8 k& G9 y5 I( \( F g, S/ k' W& Qany meeting of the shareholders of the Bank unless and until the first time at0 q7 V) |. n" O7 D
which the Board of Directors has not declared the whole dividend on the
: \ R7 f7 D) W. e( w+ f# gPreferred Shares Series 19 in any quarter. In that event, subject as" ^) H; _" t( M8 P, Z8 E
hereinafter provided, the holders of Preferred Shares Series 19 will be' l3 {$ J5 `% L* \
entitled to receive notice of, and to attend, meetings of shareholders at which$ i4 v; T7 [1 ^/ p/ B- ]7 V3 L' [
directors of the Bank are to be elected and will be entitled to one vote for
# r" r* j6 w0 _# N. f+ teach Preferred Share Series 19 held. The voting rights of the holders of the
) V0 e% C& C* H3 ?Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
+ K2 y8 k+ T" l4 Q8 M2 Hthe first dividend on the Preferred Shares Series 19 to which the holders are
* N4 L- l! _: T8 @) h' hentitled thereunder subsequent to the time such voting rights first arose until
4 p0 ]/ c% d) T4 Z) S; psuch time as the Bank may again fail to declare the whole dividend on the
. a! x8 ~2 H$ X% BPreferred Shares Series 19 in respect of any quarter, in which event such
0 p) Q( P7 u: N9 q* Hvoting rights will become effective again and so on from time to time.0 M, W7 b W9 I
S-6' R, j& \, J0 ?1 l: ?6 [4 ]4 z
Priority: The preferred shares of each series of the Bank will rank on a parity with7 Z% h. w$ i6 u6 M
every other series and are entitled to preference over the common shares of4 @8 ?% B p: T
the Bank and over any other shares of the Bank ranking junior to the& }2 w' ^. J% Q; i
preferred shares with respect to the payment of dividends and upon any( c5 @7 Z X( L
distribution of assets in the event of the liquidation, dissolution or
# c1 }4 K: |6 D% v7 nwinding-up of the Bank.
8 f7 G6 T" G I# bTax on Preferred Share The Bank will elect, in the manner and within the time provided under9 _' }' c6 N* n& G1 z& F
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
: V) v3 o9 X. s) [Series 18 and Preferred Shares Series 19 will not be required to pay tax on
9 @( u' d1 z. Udividends received on such shares under Part IV.1 of such Act. |
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