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发表于 2008-11-29 16:58
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下面是BMO的:! n- [0 E/ V7 c
SUMMARY OF THE OFFERING: r& v" k# X* ~- p) l
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’’.
+ N3 T# Z4 X5 x6 Q# y; GIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
: y) c9 P) a( y& @& FAmount: $150,000,000 (6,000,000 shares).9 A/ x# C x+ ?7 h/ c) d
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
# J! c0 Y( j5 W0 ZPrincipal Characteristics of the Preferred Shares Series 18, N5 |9 U5 r9 C) j8 h9 o
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed% ?5 v2 x! J1 q1 E* o: ~
non-cumulative preferential cash dividends, as and when declared by the0 O+ ?" [: X" T4 S# U# Y6 u0 Q; P
Board of Directors, subject to the provisions of the Bank Act, for the initial1 N9 z1 B4 O" [7 n% E U# z0 X
period commencing on the closing date and ending on and including4 c/ R# h) h$ ^1 `2 z! C
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
x% {) j. S" p1 D" n B25th day of February, May, August and November in each year, at a rate
4 a1 a& S- E D( pequal to $0.40625 per share. The initial dividend, if declared, will be payable: E; d2 z1 q) I+ Y1 \& v. Z
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
6 i, c8 Q8 {6 l0 K1 [date of December 11, 2008.
0 c1 C. R) x' Q) wFor each five-year period after the Initial Fixed Rate Period (each, a
3 P/ a, n+ H5 ?& c' q0 l‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares$ `+ a. h2 i( p/ _
Series 18 will be entitled to receive fixed non-cumulative preferential cash2 o( t9 X3 h/ p! R
dividends, as and when declared by the Board of Directors, subject to the- N! ~0 e8 Y" v) |( {9 F- d# i
provisions of the Bank Act, payable quarterly on the 25th day of February,5 x& G+ y1 f# W: `: L
May, August and November in each year, in the amount per share per annum
3 {- Q9 U2 \! |% d( ydetermined by multiplying the Annual Fixed Dividend Rate applicable to4 j# K. W# Q9 U) i: T' i. K# p
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
3 l! w4 y! g/ D# k+ l% k0 {Rate for the ensuing Subsequent Fixed Rate Period will be determined by the* C( F) _. r! C! u
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day2 b! W, Z( K( D( D# x: X1 M# M# R
of such Subsequent Fixed Rate Period and will be equal to the sum of the
' }% P- }0 K: \5 _9 t" N) FGovernment of Canada Yield on the applicable Fixed Rate Calculation Date' g: B' M3 H: \2 A
plus 3.83%.' u( r5 D! a( W% [+ g. K( ]
If the Board of Directors does not declare a dividend, or any part thereof, on$ B7 |& C/ a9 c9 b* y# p
the Preferred Shares Series 18 on or before the dividend payment date for a6 ^& R, y9 Q6 E# m$ |# M9 {- q( R8 ^; }
particular quarter, then the entitlement of the holders of the Preferred
) O- o# L$ A9 FShares Series 18 to receive such dividend, or to any part thereof, for such
2 V9 D. @. D, D% q- Cquarter will be forever extinguished.- I ]' ]+ R8 d
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
3 \" q0 M; T, f: K1 B' Z' jSuperintendent and to the provisions described below under ‘‘Details of the
! ^5 U5 q, o) T& sOffering — Certain Provisions of the Preferred Shares Series 18 as a
1 _# ?8 B" J) o. Q) W1 {Series — Restrictions on Dividends and Retirement of Shares’’, on; i* m. }$ t" v( [( Y7 K ?
February 25, 2014 and on February 25 every five years thereafter, on not
" _1 h/ ^5 N& D% H4 Amore than 60 nor less than 30 days’ notice, the Bank may redeem all or any K1 v+ P, e3 m9 r. z6 w: O( K
part of the then outstanding Preferred Shares Series 18, at the Bank’s option8 E& j& y5 p/ B" p( n4 Z
without the consent of the holder, by the payment of an amount in cash for
4 b# b- R% Z, }- k6 peach such share so redeemed of $25.00 together with all declared and unpaid( T6 z% [! u, Z* N" s3 u
dividends to the date fixed for redemption.! I: ?$ L& `: p+ W9 t& e8 B
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
% D+ S3 r- R2 C" i7 ~Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have7 O% T2 z4 `/ h
the right, at their option, to convert, on February 25, 2014 and on: r0 e; K. N0 l- ~5 [
S-4
3 d7 s+ U- [% i9 G$ w+ @February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
! v* n$ P; V3 I3 V) } [. u# Yor all of their Preferred Shares Series 18 into an equal number of Preferred
1 o0 [: z0 J' f9 c- }" ^Shares Series 19 upon giving to the Bank notice thereof not earlier than% r7 V. O( ~* k$ {2 S4 x. T
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day) J. F- K9 U9 s/ f$ E
preceding, a Series 18 Conversion Date.; o1 e2 @! d/ w
Automatic Conversion If the Bank determines, after having taken into account all shares tendered$ x8 } }- H2 F ^
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
" Y) l8 J; X* t' t- z/ FSeries 19, as the case may be, that there would be outstanding on such
8 o2 w: H, g) _Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
, ~. N/ E, B7 p+ y2 _such remaining number of Preferred Shares Series 18 will automatically be. ^* o, V" T4 W2 b% n* c$ }
converted on such Series 18 Conversion Date into an equal number of5 x3 G! Q6 i3 }8 y" U: x
Preferred Shares Series 19. Additionally, if the Bank determines that, after1 Q& Q4 x5 K: J& K& I: K% R' ~
conversion, there would be outstanding on such Series 18 Conversion Date! D# h+ u/ [' n! o
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
% h7 Y7 U4 N# k2 {5 X* ]0 aSeries 18 will be converted into Preferred Shares Series 19.
/ u+ a3 k* ~; X5 g8 Y& G" f# cVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
, ~: g* b1 B+ g" zSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
* J' X2 z- f% O; _# xany meeting of the shareholders of the Bank unless and until the first time at
1 g' R) g, E3 _$ f. a' w. \which the Board of Directors has not declared the whole dividend on the
6 C8 r- N- I- o: a* {, nPreferred Shares Series 18 in any quarter. In that event, subject as
2 @0 j9 u, X: U% h5 u2 O& ~, O% vhereinafter provided, the holders of Preferred Shares Series 18 will be) X7 ?2 h) t1 R1 W& I' t# C2 |! M
entitled to receive notice of, and to attend, meetings of shareholders at which
{5 ~6 @. e4 c7 L, {0 u3 m1 adirectors of the Bank are to be elected and will be entitled to one vote for
$ {4 U' t: H h- k! |1 t+ Beach Preferred Share Series 18 held. The voting rights of the holders of the4 d, G6 m' a6 B/ w. g- {
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
9 a, L3 g$ Y: h: cthe first dividend on the Preferred Shares Series 18 to which the holders are
2 e; d+ s) T# S$ Q3 Y' b; L% hentitled thereunder subsequent to the time such voting rights first arose until! Y+ [; G: D, ~! v# s7 W
such time as the Bank may again fail to declare the whole dividend on the& M: x8 V* i5 Q9 ]
Preferred Shares Series 18 in respect of any quarter, in which event such3 w8 ]. V2 Y1 R8 T' r F# f. @! }
voting rights will become effective again and so on from time to time.7 W4 @2 b2 ]2 A- x! A
Principal Characteristics of the Preferred Shares Series 19
! O+ ?4 v$ ?; R, k, LDividends: The holders of the Preferred Shares Series 19 will be entitled to receive& p+ B7 n7 M6 b% r% d! E
floating rate non-cumulative preferential cash dividends, as and when
2 v" }4 ?3 h! s# g _) v& T" ^, a' Q8 ? {declared by the Board of Directors, subject to the provisions of the Bank Act,* `9 Z9 n/ q+ J \3 g
payable quarterly on the 25th day of February, May, August and November, @4 Q+ [) q( S9 D. g4 `4 N4 Z+ V
in each year, in the amount per share determined by multiplying the2 W" h" s. X% o9 k; Z
applicable Quarterly Floating Dividend Rate by $25.00.4 S. [7 p. j. G# I, q6 ~/ y
On the 30th day prior to the commencement of the initial quarterly dividend" w9 H2 C( s( S% q' L6 [
period beginning on February 25, 2014, and on the 30th day prior to the first! @8 i' w8 h) V7 Y" G+ N# N
day of each subsequent quarterly dividend period (the initial quarterly" T6 X, i- l" P, y
dividend period and each subsequent quarterly dividend period is referred to
1 r+ ^+ `# J( T1 R: T | Xas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the8 L7 K+ q* T7 v1 U$ t
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate) I; j* T+ ?6 Q( @& ~$ N
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
# Y7 M: r3 d% D, l# O6 c/ x+ V7 d' AT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days2 b, |( Y' J& N8 l3 g
elapsed in the applicable Quarterly Floating Rate Period divided by 365), }$ g' M7 g4 ^1 Q$ [
determined on the 30th day prior to the first day of the applicable Quarterly0 q- u0 i1 r: ^- P8 C' k
Floating Rate Period." T j# B3 b4 B
S-5
0 H+ K- H: m1 N) [3 sIf the Board of Directors does not declare a dividend, or any part thereof, on
$ @, j* o: i3 L# I/ q) p& F& Ythe Preferred Shares Series 19 on or before the dividend payment date for a
+ S0 \) i1 Y7 f7 K, Kparticular quarter, then the entitlement of the holders of the Preferred
2 d# I& R( b9 ~2 k/ cShares Series 19 to receive such dividend, or to any part thereof, for such
) q P# L& L. d+ dquarter will be forever extinguished.
* P, C; w9 ~/ u+ u( J# mRedemption: Subject to the provisions of the Bank Act and to the prior consent of the4 B0 g" k+ s, N1 }- H
Superintendent and to the provisions described below under the heading
5 A) L; P0 _0 Z4 a0 F3 Y h‘‘Details of the Offering — Certain Provisions of the Preferred Shares
, y8 H" V+ h6 J9 a4 kSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,6 ?" q7 V m( O4 l3 h
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
4 g/ L: z% `. o9 f* W1 _8 s, Aor any part of the then outstanding Preferred Shares Series 19, at the Bank’s" e3 U, J/ U" M3 h: r$ K# O1 o
option without the consent of the holder, by the payment of an amount in' x6 r4 [( d/ j1 a
cash for each such share so redeemed of (i) $25.00 together with all declared$ D m% H I+ `" a! c N6 i' ^
and unpaid dividends to the date fixed for redemption in the case of- P* v5 E, B1 T/ |' a; j7 E
redemptions on February 25, 2019 and on February 25 every five years! p2 m' `: C2 m2 p
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to8 \3 `5 Y9 p6 X9 J
the date fixed for redemption in the case of redemptions on any other date
& f$ c8 ~# ~, j3 p% @9 }: H" hon or after February 25, 2014.6 b8 b+ i1 n7 I5 A0 V: y
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
" x+ E9 Y0 i. b/ }) y* ^4 oShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have0 f0 n5 m0 X# Y+ L- M# L
the right, at their option, to convert, on February 25, 2019 and on1 q9 W5 q) z4 \8 I$ H/ m
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
) |) @- x9 F, N4 g; cor all of their Preferred Shares Series 19 into an equal number of Preferred r; T! q* A+ h6 ~3 A6 o1 y
Shares Series 18 upon giving to the Bank written notice thereof not earlier8 f* Y ^# ~" e X) m
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the. \; S3 J+ Z+ v0 H/ p2 D2 ^7 \
15th day preceding, a Series 19 Conversion Date.) Z. r7 x) `- k; S k4 S
Automatic Conversion If the Bank determines, after having taken into account all shares tendered+ T4 d/ M1 M; [1 `# X& ?
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares* E! |% A" g* U
Series 18, as the case may be, that there would be outstanding on such |4 @0 \( G4 b' D1 t; I) k L) E8 G
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
! J" E) p* ?) L0 Isuch remaining number of Preferred Shares Series 19 will automatically be
" o: w2 E* b* K; C1 R" x2 ?& o: bconverted on such Series 19 Conversion Date into an equal number of3 n1 n* I) ?- \3 ]2 h% F
Preferred Shares Series 18. Additionally, if the Bank determines that, after' L; \% L# l6 } k" V, D+ a2 Q/ u( I
conversion, there would be outstanding on such Series 19 Conversion Date3 x! O* C7 s: {3 l0 D
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
5 |2 |- U# Z& L7 ` O9 N* B4 oSeries 19 will be converted into Preferred Shares Series 18.
6 F$ X2 I; G! m+ \Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ x% E: P ?3 k$ m& h
Series 19 will not be entitled as such to receive notice of, attend, or vote at,: D4 j8 T" G0 \9 e: P6 j- R
any meeting of the shareholders of the Bank unless and until the first time at- c& C3 Q# D6 G! z- P- `; T
which the Board of Directors has not declared the whole dividend on the( {8 _! R% z ]5 R
Preferred Shares Series 19 in any quarter. In that event, subject as9 G! ~% x s9 {0 n8 q
hereinafter provided, the holders of Preferred Shares Series 19 will be t6 }/ f. j/ F! N
entitled to receive notice of, and to attend, meetings of shareholders at which7 V; L7 z p8 j+ a+ ?' c
directors of the Bank are to be elected and will be entitled to one vote for7 y8 u! s$ J$ d% A8 V+ U
each Preferred Share Series 19 held. The voting rights of the holders of the
3 F' q2 i4 c8 i5 }$ ]2 K" M. OPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
6 y9 }( Q" q! ?- v) Y: Zthe first dividend on the Preferred Shares Series 19 to which the holders are
# v5 C0 Y* j/ {1 k; D. fentitled thereunder subsequent to the time such voting rights first arose until; c) h- f! u) Q
such time as the Bank may again fail to declare the whole dividend on the; E' j: i- u) f. L% d
Preferred Shares Series 19 in respect of any quarter, in which event such
+ b1 Q/ c; X r) U3 ^( T* d0 |voting rights will become effective again and so on from time to time.
3 w! `% [/ K) p! i, ]S-6
* R! S- W8 U8 x$ \Priority: The preferred shares of each series of the Bank will rank on a parity with; A6 z" V0 `& ~- t+ ?+ r5 d9 v
every other series and are entitled to preference over the common shares of
1 I8 M |6 g6 y7 o& xthe Bank and over any other shares of the Bank ranking junior to the
% L1 }: q* S( c, Ppreferred shares with respect to the payment of dividends and upon any5 z9 e& ~7 t' ~+ k" R E6 u. f
distribution of assets in the event of the liquidation, dissolution or N: O2 R# Q l& }, v ?3 U
winding-up of the Bank.
3 I/ {) [' ~5 b. o8 T" D) P. h- s# ETax on Preferred Share The Bank will elect, in the manner and within the time provided under7 _. R0 p1 j W) e/ C3 ~
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
* p$ ?; K; f/ W9 P, gSeries 18 and Preferred Shares Series 19 will not be required to pay tax on% B" ]% q0 g$ z6 W
dividends received on such shares under Part IV.1 of such Act. |
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