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发表于 2008-11-29 16:58
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下面是BMO的:+ U/ _2 I6 g5 H( D
SUMMARY OF THE OFFERING
; R& e& A6 D/ yThis 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’’.7 I L9 V Q& j( G: G8 y
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.9 B/ F U; M: y6 x2 H
Amount: $150,000,000 (6,000,000 shares).5 F% k4 K" n! `5 z' g N
Price and Yield: $25.00 per share to yield initially 6.50% per annum.; G; c* O2 ~+ ^4 ?) g5 S2 ^1 f
Principal Characteristics of the Preferred Shares Series 18
+ ^, b6 f H3 M4 l* d8 oDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
5 e$ W7 I( l a$ i' t4 _non-cumulative preferential cash dividends, as and when declared by the" ?& G# a# I& X3 B/ x& f
Board of Directors, subject to the provisions of the Bank Act, for the initial
1 k( N4 ~6 {) K# ?& [' speriod commencing on the closing date and ending on and including0 W/ k) ~) ?1 D) n
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
. z+ l, Y7 k$ [2 Q25th day of February, May, August and November in each year, at a rate
( Z+ c- E. U- v, oequal to $0.40625 per share. The initial dividend, if declared, will be payable
7 |4 n8 E- r' v9 L. O3 ^/ ~May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
, v& h- \* w% ^5 S$ a1 W7 W f" `date of December 11, 2008.
$ ]3 F: ^4 j' Q, {9 W3 u: @8 ]% QFor each five-year period after the Initial Fixed Rate Period (each, a8 C4 b2 @7 H& V* f* h
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares9 o) p% @2 d1 ?8 n
Series 18 will be entitled to receive fixed non-cumulative preferential cash( U" ]3 u8 l: O7 V! ?" f
dividends, as and when declared by the Board of Directors, subject to the' T' b! C X8 }5 J2 j6 G
provisions of the Bank Act, payable quarterly on the 25th day of February,; u4 k7 X+ B7 Z4 @$ Q
May, August and November in each year, in the amount per share per annum
7 ^6 p6 @2 ~: ~- \2 c# Q! B Kdetermined by multiplying the Annual Fixed Dividend Rate applicable to% f U0 V) {7 ^- g1 T3 t4 k
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend# u' T/ y' e# c- O
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
! [4 d! h' L" ]Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day6 \; y) b! h6 D' H
of such Subsequent Fixed Rate Period and will be equal to the sum of the: Q% U' V9 |2 V8 f# ?
Government of Canada Yield on the applicable Fixed Rate Calculation Date
9 q( W- p B6 C$ Nplus 3.83%.1 X" B: e) a7 _7 j: D- ?* \
If the Board of Directors does not declare a dividend, or any part thereof, on
- f7 S& S1 t* _the Preferred Shares Series 18 on or before the dividend payment date for a
8 d( {# @9 ?7 Oparticular quarter, then the entitlement of the holders of the Preferred" m# f5 O" b2 W
Shares Series 18 to receive such dividend, or to any part thereof, for such
+ G! f% g: n# I5 P) n, squarter will be forever extinguished.2 Q/ z' Z5 L' d" ^& _( Z: A- l
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the B, V! `4 V1 r+ h7 ?
Superintendent and to the provisions described below under ‘‘Details of the
# ]/ K8 ]# s: a* a6 g$ ^Offering — Certain Provisions of the Preferred Shares Series 18 as a7 }* y8 p2 v* ?! E6 n+ z+ y
Series — Restrictions on Dividends and Retirement of Shares’’, on7 c1 d4 D+ a* l1 I2 a2 G( b
February 25, 2014 and on February 25 every five years thereafter, on not6 G+ o0 u: h# a" G1 F
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any: @$ V" ^+ q- a1 {8 [( z: r
part of the then outstanding Preferred Shares Series 18, at the Bank’s option, G; K* H$ `1 B
without the consent of the holder, by the payment of an amount in cash for
3 w ^/ _! a$ D9 u7 Feach such share so redeemed of $25.00 together with all declared and unpaid
: _4 o+ X. u t: Edividends to the date fixed for redemption.
1 D3 v* p0 b, X) z( n% I. ~Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
_& r6 x1 D2 n9 A) }Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have; x. u6 t( M; {# M
the right, at their option, to convert, on February 25, 2014 and on
+ C, {% Y- M9 X' VS-44 _1 H- h1 W& n- m1 c: G5 J% l2 d
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any* a2 x" h3 e2 | _
or all of their Preferred Shares Series 18 into an equal number of Preferred
g8 Y1 j- b/ E' e/ MShares Series 19 upon giving to the Bank notice thereof not earlier than5 {# N# @" }& m* |* K
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day9 g& x$ ?9 o) i/ u9 {+ \
preceding, a Series 18 Conversion Date.7 I8 o/ o. q; l' k+ e% ~( R5 I
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
( g; s; ?/ g' y/ u. L8 VProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
1 @9 L. n( k ?& t) d; ~: cSeries 19, as the case may be, that there would be outstanding on such
. i. r! q- Y+ `2 N& g* ~5 ?Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,, l+ o( ?% j' k, `/ I
such remaining number of Preferred Shares Series 18 will automatically be
1 m3 r, c4 j* |$ h, Pconverted on such Series 18 Conversion Date into an equal number of$ h" M6 W. u9 K- W
Preferred Shares Series 19. Additionally, if the Bank determines that, after
D* E) M B& K' I; Z& kconversion, there would be outstanding on such Series 18 Conversion Date z. [# r6 |$ ?+ R! Y
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares& h* I: Z2 c% g( A2 {
Series 18 will be converted into Preferred Shares Series 19.
# |, @# G7 }/ H% G& T0 \ ], wVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
: ?9 \6 m1 G$ g8 c1 e& Z& w2 w( sSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
: ?0 {$ f/ G4 I |, Iany meeting of the shareholders of the Bank unless and until the first time at4 U- p6 R1 }- I- X7 H4 a0 V6 D
which the Board of Directors has not declared the whole dividend on the
* h# `0 E' S# f* J5 hPreferred Shares Series 18 in any quarter. In that event, subject as( l% u) v6 s5 y
hereinafter provided, the holders of Preferred Shares Series 18 will be
* D' ~) a z Z! |& ]) J4 X. Y! ?entitled to receive notice of, and to attend, meetings of shareholders at which
1 y/ {9 J: s% b' w1 D+ Sdirectors of the Bank are to be elected and will be entitled to one vote for
" k. [3 K3 Q. } qeach Preferred Share Series 18 held. The voting rights of the holders of the
8 u- E4 }9 L1 _" `Preferred Shares Series 18 will forthwith cease upon payment by the Bank of% R) N1 l) B- N2 ]9 p) M: w& Z
the first dividend on the Preferred Shares Series 18 to which the holders are$ @. c: D* F/ @- W4 G+ b; ]9 N7 p
entitled thereunder subsequent to the time such voting rights first arose until6 q! ^0 j' L# a! _$ ]2 Z
such time as the Bank may again fail to declare the whole dividend on the; }# M! K1 U! g9 D
Preferred Shares Series 18 in respect of any quarter, in which event such7 j E2 Z6 ]1 T& C5 o
voting rights will become effective again and so on from time to time.
X/ x) O2 M/ ]+ F! v( H) oPrincipal Characteristics of the Preferred Shares Series 196 Q8 N) M! }7 X% C$ @3 |
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive% r8 w3 U+ I, l
floating rate non-cumulative preferential cash dividends, as and when
2 E% f. u) l% I6 q0 ?% odeclared by the Board of Directors, subject to the provisions of the Bank Act,* l0 G( q+ G# C6 Q) h
payable quarterly on the 25th day of February, May, August and November
. d& U* h1 m1 t1 V$ y- Z, m% fin each year, in the amount per share determined by multiplying the
" [. E! o$ h# J3 N Capplicable Quarterly Floating Dividend Rate by $25.00.; F4 t( ]: Z% o
On the 30th day prior to the commencement of the initial quarterly dividend( P' G8 k$ O3 Y2 k0 I/ m
period beginning on February 25, 2014, and on the 30th day prior to the first* t7 q3 Z2 m6 x- }( l2 g
day of each subsequent quarterly dividend period (the initial quarterly
+ n* X$ Z3 b9 z: k L" d" jdividend period and each subsequent quarterly dividend period is referred to u! n6 U7 K* L j2 T0 f N7 \* ~* |
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the4 U. m5 y7 C' q8 T! p1 S
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
+ e/ c4 Z- p0 kPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
- C1 f A2 l. u7 G" y% `T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
! [5 b- e. n6 h. o, r6 [9 Zelapsed in the applicable Quarterly Floating Rate Period divided by 365)
+ G& v$ u8 z5 k& K. odetermined on the 30th day prior to the first day of the applicable Quarterly. T& e9 v& U& Q* c' R; b
Floating Rate Period.; {+ E! N9 ~( [3 i% N
S-5
{2 W0 J5 x: [5 R* L9 t- }If the Board of Directors does not declare a dividend, or any part thereof, on
0 Q, [: Q: e& K) j1 Jthe Preferred Shares Series 19 on or before the dividend payment date for a
/ T8 G; Q$ d7 v2 q( \- O. R! mparticular quarter, then the entitlement of the holders of the Preferred* M2 O' h8 S4 b2 `" m- S
Shares Series 19 to receive such dividend, or to any part thereof, for such7 \& P" k1 I+ \; o7 ]
quarter will be forever extinguished.! n" n8 z5 @- A* u: y7 {
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
/ A/ a+ m/ k' e; L# q! p8 G6 XSuperintendent and to the provisions described below under the heading
" q; C) F" J0 Q+ J6 t4 L‘‘Details of the Offering — Certain Provisions of the Preferred Shares- k! Q- k5 n; _- g/ A
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,3 U6 U6 s1 X2 G& H+ t4 `
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all3 L( ?* A# y6 [" {, M8 r" z0 d; Z
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s; }0 K5 D! f) y5 V4 p
option without the consent of the holder, by the payment of an amount in
9 l+ u. f! a, g% C/ \% r" V6 ocash for each such share so redeemed of (i) $25.00 together with all declared% C" }8 b a& o
and unpaid dividends to the date fixed for redemption in the case of' T+ ~# e) K) A. G
redemptions on February 25, 2019 and on February 25 every five years
, g2 ]# h5 t5 ^! \5 A; Mthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
( W1 G% o p2 n' }7 `3 Othe date fixed for redemption in the case of redemptions on any other date) g W% R7 \% a6 R ?( ?! h+ Y% l7 w/ L' t
on or after February 25, 2014.
$ p+ |7 A) n; oConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic% m+ `+ d S" d& S. c$ v7 r& m1 T
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
& D. q" ^# _6 G: z; Z" P. `2 Kthe right, at their option, to convert, on February 25, 2019 and on
3 W! h" {* [( O i4 ~February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any. C4 E* W* X' B4 z) o9 ~
or all of their Preferred Shares Series 19 into an equal number of Preferred
" {1 Y/ P+ Q3 B/ p5 E* tShares Series 18 upon giving to the Bank written notice thereof not earlier
4 O( l; G' i1 _' U3 Y6 wthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
8 ]7 R" q: \" a6 E15th day preceding, a Series 19 Conversion Date.: u8 B. E4 i- L4 d' w
Automatic Conversion If the Bank determines, after having taken into account all shares tendered) g3 Z- f7 L3 O7 z
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares4 b% @9 Q4 [( Y0 t# \
Series 18, as the case may be, that there would be outstanding on such0 h; q9 G% B. z8 M5 d: F% Y: i9 L+ @
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,1 C+ b9 m5 h C I0 q0 R4 {6 Q
such remaining number of Preferred Shares Series 19 will automatically be
) P4 U# d8 j! d, C: c2 gconverted on such Series 19 Conversion Date into an equal number of
/ `7 F3 M' d, K1 M% b* t0 DPreferred Shares Series 18. Additionally, if the Bank determines that, after
$ d6 m7 j' w( A' C4 y9 uconversion, there would be outstanding on such Series 19 Conversion Date
* X, g7 E, I9 S( mless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
0 ~, m, u8 M% N& S$ l" ~Series 19 will be converted into Preferred Shares Series 18.( u; \8 z+ e) z& T! W
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
" U; `" [$ G* r5 E( [) b) q2 [, USeries 19 will not be entitled as such to receive notice of, attend, or vote at,
# Q3 p/ C- B5 m' w; }% K2 Lany meeting of the shareholders of the Bank unless and until the first time at
7 b+ g7 I2 Z9 r G2 Iwhich the Board of Directors has not declared the whole dividend on the
8 G' M- t- U2 M2 xPreferred Shares Series 19 in any quarter. In that event, subject as# A- c$ \" t" Y- h% u8 I
hereinafter provided, the holders of Preferred Shares Series 19 will be
9 d5 ? e. M$ Z. |, Gentitled to receive notice of, and to attend, meetings of shareholders at which
6 U, d( F! ?! S& ]directors of the Bank are to be elected and will be entitled to one vote for
5 C' x" r) ]" q" B+ beach Preferred Share Series 19 held. The voting rights of the holders of the
9 G2 U! I4 u9 {) s' rPreferred Shares Series 19 will forthwith cease upon payment by the Bank of6 P6 G- Y: {9 u+ U5 [- S
the first dividend on the Preferred Shares Series 19 to which the holders are
i9 s" p8 l1 f# oentitled thereunder subsequent to the time such voting rights first arose until
, T) {# ]1 u2 Lsuch time as the Bank may again fail to declare the whole dividend on the# ~) a( `0 g- V6 k- b; l5 I. ]1 F
Preferred Shares Series 19 in respect of any quarter, in which event such# f! P% } \2 b2 w7 ~
voting rights will become effective again and so on from time to time.
$ o3 c# ]6 R# D, s! jS-6
$ T" G& q" V) f% e& KPriority: The preferred shares of each series of the Bank will rank on a parity with
, G- b: g. J/ k! w' E: Mevery other series and are entitled to preference over the common shares of
6 D1 A& h& x M! b0 Uthe Bank and over any other shares of the Bank ranking junior to the: j2 m: Q) E1 d ~; H8 s7 j# y
preferred shares with respect to the payment of dividends and upon any- Y5 A# ]7 {4 Y
distribution of assets in the event of the liquidation, dissolution or
) n0 e P: A6 b; t: T, C6 Fwinding-up of the Bank.8 U5 Q6 i' o* U5 V. Z% C* z
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
* C/ N4 G9 ^1 p2 o T) \Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares" l0 B# }% o; n6 x5 ~
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
+ y; W+ ~7 R2 A5 d' ^, l$ ]$ ~dividends received on such shares under Part IV.1 of such Act. |
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