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发表于 2008-11-29 16:58
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下面是BMO的:7 h9 e3 w: {$ b# x2 ~& [5 d/ m
SUMMARY OF THE OFFERING9 F) S& P- `2 T
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’’.' G& y8 J/ r. w1 b
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
* V2 M; B5 n: U7 a/ p/ O3 I" ] NAmount: $150,000,000 (6,000,000 shares).
2 O; O$ s6 y. k) j7 e" xPrice and Yield: $25.00 per share to yield initially 6.50% per annum.( |. c6 T' n: Y2 M; q) h
Principal Characteristics of the Preferred Shares Series 18
9 X O# R, e- b- b k( GDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed8 X/ M. X& o, { ~: c
non-cumulative preferential cash dividends, as and when declared by the% Z8 u! ^6 O; r3 V& l
Board of Directors, subject to the provisions of the Bank Act, for the initial
! x ~5 @' |# b. Q* kperiod commencing on the closing date and ending on and including
* U: o4 @ i f( _February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
) q3 V+ Q: N) ~& v1 {6 q5 W/ C25th day of February, May, August and November in each year, at a rate
' J$ p0 B2 A5 y3 _! z! Dequal to $0.40625 per share. The initial dividend, if declared, will be payable, K$ v$ A' j" o; n; y' C
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing! ^( ^; m, e) j/ n
date of December 11, 2008.3 k+ { b/ o I2 I- z
For each five-year period after the Initial Fixed Rate Period (each, a
5 f9 ] e2 W# N" C$ ]) c‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares0 I6 w5 p; V1 z/ X, Q
Series 18 will be entitled to receive fixed non-cumulative preferential cash
% D4 ~7 a* M# \. Gdividends, as and when declared by the Board of Directors, subject to the" ?& W7 {! t8 L! g2 e4 t! A
provisions of the Bank Act, payable quarterly on the 25th day of February,7 {0 o6 Y* d6 U' @3 C5 H* v" _
May, August and November in each year, in the amount per share per annum. _) U8 A. l) M9 y$ N5 [
determined by multiplying the Annual Fixed Dividend Rate applicable to/ ?! ^8 X' K% b, u }$ h
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend9 \8 h$ s/ J7 Q& x* i4 T
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
8 R; Z/ s5 Y/ z5 f5 FBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
9 w, g) M U+ g6 }5 i2 m5 x" C7 ^of such Subsequent Fixed Rate Period and will be equal to the sum of the, o0 r: L, ]& L6 r: j* K
Government of Canada Yield on the applicable Fixed Rate Calculation Date
2 t8 U# n5 u Pplus 3.83%.+ m& I; v2 j ]1 I/ T* R4 ^% ^
If the Board of Directors does not declare a dividend, or any part thereof, on L3 r! @, ~! u& D3 C
the Preferred Shares Series 18 on or before the dividend payment date for a8 |" ]0 O8 V+ r% I/ v
particular quarter, then the entitlement of the holders of the Preferred, ^$ I% F/ k U9 }9 _. b! ?
Shares Series 18 to receive such dividend, or to any part thereof, for such8 h/ I9 y) M* N H7 O* g
quarter will be forever extinguished.+ T" N( t* p+ S; g
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the0 k( h7 I" Q1 f, L: b
Superintendent and to the provisions described below under ‘‘Details of the
4 w8 F; ?( C6 P0 w* u# hOffering — Certain Provisions of the Preferred Shares Series 18 as a
8 K$ F1 ^9 E& e1 XSeries — Restrictions on Dividends and Retirement of Shares’’, on
0 @. E' ?1 J" ~, v2 F% _February 25, 2014 and on February 25 every five years thereafter, on not
: ^! Y) Y- [, H8 Q5 I% k0 G( V, N' cmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any7 G0 w, }4 I% q, \5 }
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
2 O( d, K- [: Y1 _3 Awithout the consent of the holder, by the payment of an amount in cash for
( @* u7 j' n0 d, c; _each such share so redeemed of $25.00 together with all declared and unpaid
& ~) E! ]! b, Kdividends to the date fixed for redemption.
; R3 l; P( D) D6 X- f) K* yConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
" N3 ]/ U' F( H) R& hShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have+ q0 T# L& }" a0 m0 P8 B; s3 Y5 `3 v
the right, at their option, to convert, on February 25, 2014 and on
) [* \7 P8 y, i$ `4 b; f' ?3 k% U+ |* YS-4: H0 d* G6 q M) m& m1 c# I
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
5 v% j8 H8 C' G) nor all of their Preferred Shares Series 18 into an equal number of Preferred
. ^6 u0 a" N: h: p( B* yShares Series 19 upon giving to the Bank notice thereof not earlier than
/ P* H: F6 M3 i. y" D30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
2 K" Y/ j4 n- I1 ipreceding, a Series 18 Conversion Date.
* ]% C8 o) p% w. ^8 V( L- F8 x8 mAutomatic Conversion If the Bank determines, after having taken into account all shares tendered2 k( J/ O2 Z m8 b2 n
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
; J+ G! V2 _2 @% y3 H, X& m8 \Series 19, as the case may be, that there would be outstanding on such0 h( w9 m9 f$ ?* x
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,. T# w2 I" g' v
such remaining number of Preferred Shares Series 18 will automatically be
/ l0 C, W$ e2 D6 N, d- vconverted on such Series 18 Conversion Date into an equal number of/ S) K6 H- m4 Y5 b
Preferred Shares Series 19. Additionally, if the Bank determines that, after8 @+ B& {% l) [+ P+ [6 P; E* ~: n, E
conversion, there would be outstanding on such Series 18 Conversion Date
) n$ q: W1 N% A) zless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares* Q; j& D) V3 A9 _# A
Series 18 will be converted into Preferred Shares Series 19.
0 G; k$ I# U+ [7 V( cVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
) ~. s3 c. w7 n4 k9 {0 y: E* VSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
7 y. O, E1 O `any meeting of the shareholders of the Bank unless and until the first time at( F$ p J' J" w7 h) W
which the Board of Directors has not declared the whole dividend on the
; K4 B3 {0 T" ?2 f0 A0 HPreferred Shares Series 18 in any quarter. In that event, subject as
) x& ~; L! R+ x/ }& x) Ahereinafter provided, the holders of Preferred Shares Series 18 will be* e1 U7 c4 W. Q! x8 p. z: W
entitled to receive notice of, and to attend, meetings of shareholders at which
5 X& a; r7 a, e$ {9 A& B! zdirectors of the Bank are to be elected and will be entitled to one vote for
+ l' |8 K; N- ^# Z" ` q; Neach Preferred Share Series 18 held. The voting rights of the holders of the5 I3 q; l" ?2 X' a! F! A- I" ~, x
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of! F& a2 f, N0 C. ?, x
the first dividend on the Preferred Shares Series 18 to which the holders are" @2 d( t9 ?$ i$ j
entitled thereunder subsequent to the time such voting rights first arose until
) B$ e2 C0 f7 }2 p4 Y X- gsuch time as the Bank may again fail to declare the whole dividend on the+ `1 p% d; ^; M5 f+ `6 c% V
Preferred Shares Series 18 in respect of any quarter, in which event such; r0 G) Y+ ^/ B2 h8 D
voting rights will become effective again and so on from time to time.' l. L) N! F4 t) d7 q& B
Principal Characteristics of the Preferred Shares Series 19" @5 @/ q9 c: `6 d* n1 P$ e$ L& L
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive6 M" p- f# O+ G
floating rate non-cumulative preferential cash dividends, as and when8 N" c' \/ \# Z6 }$ b
declared by the Board of Directors, subject to the provisions of the Bank Act,
3 ]) D9 `1 _% {% ?: Z( }2 Dpayable quarterly on the 25th day of February, May, August and November
& h& ?+ N+ p5 e' z! j* Z% x! L4 Rin each year, in the amount per share determined by multiplying the
' J1 g$ V# H- ~" O* O" [. T7 Aapplicable Quarterly Floating Dividend Rate by $25.00.
* O2 |4 \" k9 EOn the 30th day prior to the commencement of the initial quarterly dividend/ x" |; S1 J, r$ T
period beginning on February 25, 2014, and on the 30th day prior to the first
8 y1 b" a* b; b' L8 cday of each subsequent quarterly dividend period (the initial quarterly
; y, h/ g5 L7 P+ z+ wdividend period and each subsequent quarterly dividend period is referred to
" W. _5 }, O1 T/ kas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the. O; v, Y* F1 N7 X M$ y% l
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate7 x6 J0 |+ ?" r3 ~# U f
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
. P1 ]# y" O4 z/ s. j( f3 TT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days) U0 ?6 |3 h" \# i5 k, k3 A
elapsed in the applicable Quarterly Floating Rate Period divided by 365): ~9 v1 n# P; w6 k+ E9 L+ V
determined on the 30th day prior to the first day of the applicable Quarterly
/ q* U( ~8 W3 ?2 bFloating Rate Period.; |: I. X6 Y0 f& S. v0 i/ Z2 h
S-5
0 d) L C/ ^% `* ZIf the Board of Directors does not declare a dividend, or any part thereof, on
+ d% v9 h# X& ~7 n2 C& U* vthe Preferred Shares Series 19 on or before the dividend payment date for a- y8 M5 c3 f* m4 r, Q, m [! q- \
particular quarter, then the entitlement of the holders of the Preferred1 D' V/ e# o' a% s& C ?: j
Shares Series 19 to receive such dividend, or to any part thereof, for such
, k* K. p8 [) I0 Fquarter will be forever extinguished.
f0 N2 l: d4 [4 HRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
R5 j2 j V: b: \. ?6 e: XSuperintendent and to the provisions described below under the heading
" G' h, n* c6 g* k‘‘Details of the Offering — Certain Provisions of the Preferred Shares
% V7 n+ ]& A5 H: Y& oSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,% i4 V7 m2 V- J4 q3 U; l0 \2 B
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all5 L; I! i" Z$ r/ M" e2 [
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s. c% E- h0 A- O
option without the consent of the holder, by the payment of an amount in2 Z/ [$ b: W( i- ?: }
cash for each such share so redeemed of (i) $25.00 together with all declared2 V' _; z* ~1 @6 I, n+ k
and unpaid dividends to the date fixed for redemption in the case of' E; V+ F2 P [0 H+ c
redemptions on February 25, 2019 and on February 25 every five years7 _/ x. t- R R# K
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
* m0 l6 f9 x7 rthe date fixed for redemption in the case of redemptions on any other date
# W) ^, K( S% O! n% D/ ~on or after February 25, 2014.' i( W& X! i9 [4 ^* ^
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
. o1 D$ n) Z8 tShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
# d* s" h: N2 W) H) B% ?the right, at their option, to convert, on February 25, 2019 and on
/ ^( m5 D) C& g) O4 V5 V! ]9 N+ o: BFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
9 _- h) {3 p) O5 P9 Y5 Hor all of their Preferred Shares Series 19 into an equal number of Preferred
) G* J! f& q4 }# |5 u3 ~Shares Series 18 upon giving to the Bank written notice thereof not earlier
0 y$ v1 Y* ]1 f3 t6 F$ Z+ v( ethan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the+ ]+ R$ d& B- ]7 G* L) q" ^
15th day preceding, a Series 19 Conversion Date.
+ t [; s. i! EAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
, P" ^9 @, R. S# M* JProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares Z2 d# W7 z9 d* c
Series 18, as the case may be, that there would be outstanding on such. U8 b& u+ N e: I" M
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
8 J' `6 h' R# {3 [4 l9 n; i$ [4 F( F$ asuch remaining number of Preferred Shares Series 19 will automatically be
- l- A8 Z8 [) I" Kconverted on such Series 19 Conversion Date into an equal number of
# ?9 J% F, C' f, ~, RPreferred Shares Series 18. Additionally, if the Bank determines that, after
# N% {: G/ C) @conversion, there would be outstanding on such Series 19 Conversion Date
6 X8 w- R3 G5 ~! ]. N G, nless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
2 M# D/ ~; r: x) p/ ]! k6 x9 XSeries 19 will be converted into Preferred Shares Series 18.0 ^' c. \/ _& T. q: c" D
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# ]+ G$ {7 I: {+ {$ vSeries 19 will not be entitled as such to receive notice of, attend, or vote at,# e# @% c5 R4 O# P* M
any meeting of the shareholders of the Bank unless and until the first time at
t& y0 i$ `' a+ @) Zwhich the Board of Directors has not declared the whole dividend on the! \) p9 h. K; s' Q( b- }6 e, z' Q
Preferred Shares Series 19 in any quarter. In that event, subject as
7 P1 `, p0 ^$ `5 f1 Qhereinafter provided, the holders of Preferred Shares Series 19 will be
+ [2 X; l) X- _% \6 Xentitled to receive notice of, and to attend, meetings of shareholders at which
5 e1 H5 [& v8 P1 Ydirectors of the Bank are to be elected and will be entitled to one vote for
- s( K; K0 |0 Y, P: }each Preferred Share Series 19 held. The voting rights of the holders of the! N# s/ Z/ c! Q' [; x9 `. Z# l
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
% a& D9 J0 L$ Fthe first dividend on the Preferred Shares Series 19 to which the holders are, t4 X- O" t5 F7 h& T. \
entitled thereunder subsequent to the time such voting rights first arose until
, ~0 j# F4 U! ]* p( n- gsuch time as the Bank may again fail to declare the whole dividend on the
) H6 q9 o% k9 u9 u1 ~* Y8 w( [" rPreferred Shares Series 19 in respect of any quarter, in which event such
7 o c/ H! V+ U1 h8 @voting rights will become effective again and so on from time to time.5 ^& ~$ d" p" D- T5 c. e3 C
S-6, D- b g$ r& P4 D! v4 K q
Priority: The preferred shares of each series of the Bank will rank on a parity with
" j- T4 q1 \4 j: ?7 m4 q" vevery other series and are entitled to preference over the common shares of
, Y9 I1 j( m% d- q8 @5 gthe Bank and over any other shares of the Bank ranking junior to the
0 H( ~! T; p7 \! L+ `( `4 K' @preferred shares with respect to the payment of dividends and upon any
( F/ ]6 ^0 X9 w" ddistribution of assets in the event of the liquidation, dissolution or/ g, J3 U# S$ }! B, C' b
winding-up of the Bank.9 c0 I L9 @$ n4 C( L5 g+ d
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
; F& X# W/ T+ [% a WDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
6 } W+ r5 h3 U( K- K0 \Series 18 and Preferred Shares Series 19 will not be required to pay tax on8 g" y' { c6 O3 z; X9 z
dividends received on such shares under Part IV.1 of such Act. |
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