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发表于 2008-11-29 16:58
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下面是BMO的:+ V7 i1 v8 T1 f" h) h
SUMMARY OF THE OFFERING
2 P Z5 u( c- o3 k \' XThis 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’’.; j3 i1 w N+ j! [' i7 `. o5 D# w
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.6 v8 X4 U) N" ]; H5 `( ]6 V
Amount: $150,000,000 (6,000,000 shares).* Y9 B4 |$ }: F" q" k, ]0 `
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
8 }* h( o% V' ~: nPrincipal Characteristics of the Preferred Shares Series 18 |- [! v7 a* \' R. t# J# W
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed i# ]5 O9 \& U" Y! g
non-cumulative preferential cash dividends, as and when declared by the
5 I! L1 F/ |( l: F @" l0 ~% v. J" uBoard of Directors, subject to the provisions of the Bank Act, for the initial9 m+ d" @. e- R- A& f
period commencing on the closing date and ending on and including
1 k; Q* i N1 J* z6 r% a0 uFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the& q: q: C( W1 P' `7 @/ U1 F
25th day of February, May, August and November in each year, at a rate
5 |7 Y+ o. U t: E2 lequal to $0.40625 per share. The initial dividend, if declared, will be payable( C3 C' ]( e. k9 J' [! i& ?* E! Y
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
% B; `. v2 G2 \date of December 11, 2008.
2 S" M9 n: f' K, N7 D) zFor each five-year period after the Initial Fixed Rate Period (each, a
, k, L3 H/ A7 Z. I/ R+ G! _# B‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares2 _3 C* Z4 D) _3 I
Series 18 will be entitled to receive fixed non-cumulative preferential cash) }+ [) v/ H3 @5 I. ]0 {% D# ~8 Z( E
dividends, as and when declared by the Board of Directors, subject to the* Z+ j, M8 e$ y6 f! Q* R- i' c
provisions of the Bank Act, payable quarterly on the 25th day of February,
- N9 u4 }3 \$ A: A% b4 N: ]May, August and November in each year, in the amount per share per annum4 r3 e. R9 }+ Q" v1 S% i
determined by multiplying the Annual Fixed Dividend Rate applicable to# {$ v6 Q6 Q; _
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
' u3 }, g- c( L \9 q: T1 ]: F, SRate for the ensuing Subsequent Fixed Rate Period will be determined by the( o# u* g) _# O, l- F
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
) l2 v5 u9 h0 v, h o3 z9 R8 S/ Lof such Subsequent Fixed Rate Period and will be equal to the sum of the: S. |0 d/ }- m2 s. G9 Q4 H
Government of Canada Yield on the applicable Fixed Rate Calculation Date: b0 G2 W3 M8 x W2 i. V3 J
plus 3.83%.
% ?& n+ Z; B1 r: TIf the Board of Directors does not declare a dividend, or any part thereof, on& s* p' g" e, _- G. _
the Preferred Shares Series 18 on or before the dividend payment date for a
* o D8 H- F: t* R; Cparticular quarter, then the entitlement of the holders of the Preferred5 C ~" ?: M+ Z9 N9 v) _. o
Shares Series 18 to receive such dividend, or to any part thereof, for such
' g( p/ ~3 O- Wquarter will be forever extinguished.0 g) D# l5 D. ]8 s+ `
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 g$ D+ n; s$ `( SSuperintendent and to the provisions described below under ‘‘Details of the) h7 t" I+ |3 q- s- n; S
Offering — Certain Provisions of the Preferred Shares Series 18 as a
2 Y/ \( b. [. x0 GSeries — Restrictions on Dividends and Retirement of Shares’’, on
. q h& ^4 f% W2 s# O5 WFebruary 25, 2014 and on February 25 every five years thereafter, on not! {$ h; p. K# A# D0 `% a: ]3 d
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any7 j* w0 D9 \# O
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
/ v- Y G* H4 I# @without the consent of the holder, by the payment of an amount in cash for
/ a) r# e0 _' g0 b9 n; Leach such share so redeemed of $25.00 together with all declared and unpaid( M! H# m' S Q/ Y: j& v$ J
dividends to the date fixed for redemption.
3 x' m" U# v8 V3 D& F. J5 B- [Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
0 h3 ?4 p. x3 Q- O9 IShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have% A0 `1 @, t8 I" o; C& y( l, S
the right, at their option, to convert, on February 25, 2014 and on
. ~7 d/ r; \+ F5 \/ nS-4
7 \* m7 D& h% `9 kFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any( c+ s) F7 U6 ], x+ `' B
or all of their Preferred Shares Series 18 into an equal number of Preferred
0 g# F- D0 L {9 I' @Shares Series 19 upon giving to the Bank notice thereof not earlier than" m8 w9 {% u! v
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
0 T* b# f. |( z- mpreceding, a Series 18 Conversion Date.
2 P! d* v; _: P, t l: o7 p% m5 gAutomatic Conversion If the Bank determines, after having taken into account all shares tendered* }+ g, e/ A8 H" P6 a5 ]9 i! Y9 p
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares6 Q# c; Q. C0 t$ F* I! f
Series 19, as the case may be, that there would be outstanding on such. k( R5 h% q; c7 a$ y, j3 q
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,/ _! c4 ^! _( K! `' D+ v
such remaining number of Preferred Shares Series 18 will automatically be# e( x. o2 A6 Z" B6 B( g7 |. f! \( \
converted on such Series 18 Conversion Date into an equal number of2 L2 K q4 l$ h. n, @* e8 l
Preferred Shares Series 19. Additionally, if the Bank determines that, after8 |* N* H- v. N. ~2 ?$ i, ~
conversion, there would be outstanding on such Series 18 Conversion Date
6 Q" h: Y6 x8 K, v. Oless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
7 K/ w6 l& Z- F* T: }/ F2 m7 sSeries 18 will be converted into Preferred Shares Series 19.. f9 c9 N6 r# {
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
( r2 }& f5 H) a; G9 QSeries 18 will not be entitled as such to receive notice of, attend, or vote at,9 J Q+ U! |+ C* C# s
any meeting of the shareholders of the Bank unless and until the first time at& o5 L- [; D8 h& ?7 v; B% J: o
which the Board of Directors has not declared the whole dividend on the' n9 f- H# l! Y; b5 i2 \
Preferred Shares Series 18 in any quarter. In that event, subject as
8 z- Z; M6 h( O" `% z% zhereinafter provided, the holders of Preferred Shares Series 18 will be* e D# X$ X/ |5 Z4 |. @# W/ L1 v
entitled to receive notice of, and to attend, meetings of shareholders at which& X1 B& J3 I6 r
directors of the Bank are to be elected and will be entitled to one vote for
& E% o! ^3 X6 X6 Ueach Preferred Share Series 18 held. The voting rights of the holders of the( U4 B: x8 \/ k0 `- F1 ?, s5 F
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of, t) o+ q9 h5 q8 D
the first dividend on the Preferred Shares Series 18 to which the holders are4 Y* Y) ^5 g( _% p4 D
entitled thereunder subsequent to the time such voting rights first arose until9 S$ J7 }9 v& E% D9 d
such time as the Bank may again fail to declare the whole dividend on the G# u' B1 A& c2 r
Preferred Shares Series 18 in respect of any quarter, in which event such
, D5 \+ E) v# L+ H h: N0 Mvoting rights will become effective again and so on from time to time.
{. K, `8 d; I* BPrincipal Characteristics of the Preferred Shares Series 19" P+ t8 M$ u; c" C8 d' o g
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive O$ u- y( O5 C
floating rate non-cumulative preferential cash dividends, as and when6 y: l7 b/ m2 y7 ^) [
declared by the Board of Directors, subject to the provisions of the Bank Act,
- i, u5 Y# g$ V: x5 h7 C9 l3 Apayable quarterly on the 25th day of February, May, August and November3 b" b G. h+ X, c+ i+ e( d Q
in each year, in the amount per share determined by multiplying the
( y- h& C* a! m/ _3 e2 ], yapplicable Quarterly Floating Dividend Rate by $25.00.
. O& D# @; z" l! a3 m6 c. p, XOn the 30th day prior to the commencement of the initial quarterly dividend$ y1 L) a6 p$ l$ q) y
period beginning on February 25, 2014, and on the 30th day prior to the first, n$ n- Y- I7 j7 o
day of each subsequent quarterly dividend period (the initial quarterly
8 i ^! ?; m+ Z8 Ldividend period and each subsequent quarterly dividend period is referred to
: y* j# D& \6 t9 j2 k5 \as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
, T: ?* M* n T( F; L) WQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
# L; n; T- d% I; x+ r) s' oPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
: `' ^$ X% N1 q6 c. n" mT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days/ l; O5 y/ u1 y3 X F
elapsed in the applicable Quarterly Floating Rate Period divided by 365)! ]( s p, [/ D& Z" O" @
determined on the 30th day prior to the first day of the applicable Quarterly: Q# M- t! p" d5 W$ K- K
Floating Rate Period.0 b$ D2 J! G Q+ X P# c# D9 K/ Q( A: s
S-5% G3 u9 e0 V; l
If the Board of Directors does not declare a dividend, or any part thereof, on9 V- q$ A; @1 U% N) v
the Preferred Shares Series 19 on or before the dividend payment date for a6 }9 k* h. ^9 q, q6 A1 M5 m% }
particular quarter, then the entitlement of the holders of the Preferred
: b# L- x) \2 EShares Series 19 to receive such dividend, or to any part thereof, for such3 i) @% m% u) ?. L8 D8 L
quarter will be forever extinguished.
4 k l, v5 X, {Redemption: Subject to the provisions of the Bank Act and to the prior consent of the9 t" W7 r; ?% V
Superintendent and to the provisions described below under the heading( S% R! f3 E U7 J L7 X
‘‘Details of the Offering — Certain Provisions of the Preferred Shares& h E' k# R( j7 v R# N: S" A
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,! g( l2 Q8 z" Z
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all. u G' E) }, w$ b j
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s% _6 z% z; g; m
option without the consent of the holder, by the payment of an amount in
7 x9 D3 f) s6 `2 G* U( tcash for each such share so redeemed of (i) $25.00 together with all declared b, W! r r" _& c1 ]' i. S( v
and unpaid dividends to the date fixed for redemption in the case of
1 x6 D$ |! J( _' X/ A( q5 Kredemptions on February 25, 2019 and on February 25 every five years- {; W2 c* S8 T4 ~: C; P$ B3 f6 d
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to, C4 d2 `+ i5 d8 i" u) Y; Y
the date fixed for redemption in the case of redemptions on any other date
9 F1 b0 o5 C) W! ^on or after February 25, 2014.( C8 \- i0 ]1 R/ o/ ~% o
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic. G, C3 K2 H9 B
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have3 d* t7 Y. X9 k4 t2 D' I& c
the right, at their option, to convert, on February 25, 2019 and on0 [6 I/ A, M2 B/ S$ {+ p
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
* R& Y8 [% y8 U$ c$ A: xor all of their Preferred Shares Series 19 into an equal number of Preferred1 D, T# |: P# _$ z" K/ ~ q/ K
Shares Series 18 upon giving to the Bank written notice thereof not earlier
/ l$ A- s0 S3 u0 Z9 R/ ~" |) Ethan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
" L3 Q9 H# I* A6 W9 g. ]7 W15th day preceding, a Series 19 Conversion Date.& H: A' a1 L* u
Automatic Conversion If the Bank determines, after having taken into account all shares tendered+ G. j M0 a: N& o& k% [4 T
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares. M, s: k* f) X. X0 e4 P q
Series 18, as the case may be, that there would be outstanding on such" A; {; S, d" N) \5 m9 {
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
2 Y. N" L$ @# }" isuch remaining number of Preferred Shares Series 19 will automatically be/ ~9 o* s: i! ^+ n1 z
converted on such Series 19 Conversion Date into an equal number of. ^; i# |4 U$ y& K
Preferred Shares Series 18. Additionally, if the Bank determines that, after
, U; i8 K% t# I# pconversion, there would be outstanding on such Series 19 Conversion Date' h$ K( S1 R- F# x! l
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares2 O* ^3 `7 m& z& k E
Series 19 will be converted into Preferred Shares Series 18. A% e7 Z$ e5 s) S, o* L$ F$ F
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: G: u7 B9 u- }; N
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
5 H& U$ K5 a3 c( c8 [. X( `any meeting of the shareholders of the Bank unless and until the first time at
' _+ U7 n" `$ d) f2 C; I- b% Swhich the Board of Directors has not declared the whole dividend on the4 t9 H) {4 i/ F5 w3 Y- P4 y- O
Preferred Shares Series 19 in any quarter. In that event, subject as' i4 k, ~1 n, u% E
hereinafter provided, the holders of Preferred Shares Series 19 will be
& o8 O. `" F1 z5 d6 Q. Pentitled to receive notice of, and to attend, meetings of shareholders at which2 ~! N2 ^7 F4 E
directors of the Bank are to be elected and will be entitled to one vote for
7 n4 w/ ^/ D y1 l% seach Preferred Share Series 19 held. The voting rights of the holders of the
/ h6 Y8 x. Z: }: r8 u5 |/ Q' nPreferred Shares Series 19 will forthwith cease upon payment by the Bank of8 `7 @) @* W4 i( ?4 ~( e/ c
the first dividend on the Preferred Shares Series 19 to which the holders are% D% @2 J! q! g/ u
entitled thereunder subsequent to the time such voting rights first arose until
) G. E2 R4 n' @- p2 Ssuch time as the Bank may again fail to declare the whole dividend on the
+ c) v* p& ]4 tPreferred Shares Series 19 in respect of any quarter, in which event such
3 F' H' i, e! F: H3 ~: @) w8 Kvoting rights will become effective again and so on from time to time., P3 V; Z3 [% d% I
S-6( s* T d& a% R% V9 S; U
Priority: The preferred shares of each series of the Bank will rank on a parity with
" H' i+ c$ A7 q4 Hevery other series and are entitled to preference over the common shares of" {) x0 x/ T8 n% L6 t/ ~) `
the Bank and over any other shares of the Bank ranking junior to the' v# P! @' p0 R/ I B: L5 h ~
preferred shares with respect to the payment of dividends and upon any2 P) l4 ?6 p& t! v9 [3 H; {
distribution of assets in the event of the liquidation, dissolution or0 g2 ^, T$ B5 a$ V8 a
winding-up of the Bank.
. q* F2 V2 v* d" C/ D9 bTax on Preferred Share The Bank will elect, in the manner and within the time provided under" i' k. w% F7 C, d' n
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
4 \' G' Q- M- x" t8 j( w4 M1 xSeries 18 and Preferred Shares Series 19 will not be required to pay tax on! c& y8 J) M* @" i* Z2 g
dividends received on such shares under Part IV.1 of such Act. |
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