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发表于 2008-11-29 16:58
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下面是BMO的:0 J0 N7 r, q N( I" X: u: v- I9 ]& e
SUMMARY OF THE OFFERING
# @! ]$ t, l3 v! `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’’.
5 v9 C) {4 A6 B3 ^/ G0 oIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.5 ?" ~% T" @1 D
Amount: $150,000,000 (6,000,000 shares).$ f; K: ?( v9 d* E
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
0 b* ]8 \' P4 ~! W9 }7 b+ MPrincipal Characteristics of the Preferred Shares Series 18- C. i$ z. T& b; E
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed8 y7 Y! l" S) {* H
non-cumulative preferential cash dividends, as and when declared by the
* e% Z5 K0 Q; R" O8 MBoard of Directors, subject to the provisions of the Bank Act, for the initial8 g; m* A4 `, K6 {
period commencing on the closing date and ending on and including5 c5 z" s6 ^7 n
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
5 e/ A7 d7 R. g- F25th day of February, May, August and November in each year, at a rate
. J. u, E) N* A4 Cequal to $0.40625 per share. The initial dividend, if declared, will be payable
8 Z& r7 O/ I& d8 _& ~0 X3 nMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
1 K, @2 F, K* ~3 L7 Ldate of December 11, 2008.1 F1 O H4 v8 P. z% x; w. r4 P
For each five-year period after the Initial Fixed Rate Period (each, a
, K4 b" K" v( B& Q‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
+ w8 M4 A b8 r& n6 ?/ u7 N' ISeries 18 will be entitled to receive fixed non-cumulative preferential cash
) h% {6 N5 e0 m) Ndividends, as and when declared by the Board of Directors, subject to the0 Y' `1 K- y) X6 m
provisions of the Bank Act, payable quarterly on the 25th day of February,3 e0 o( u9 s$ N0 B* _. e
May, August and November in each year, in the amount per share per annum2 Y( u" V5 v$ \/ v4 d2 ]* f: m
determined by multiplying the Annual Fixed Dividend Rate applicable to
0 z: Y* l% q- D9 [6 m9 ` v/ vsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend- J$ G. k1 u4 Y# b0 E u" M/ {4 `
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
& |7 J/ T1 T; i, } VBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day) V, J* U- w( i5 \3 ~
of such Subsequent Fixed Rate Period and will be equal to the sum of the
) ]% a9 |- d2 I# M, U& I+ h( W, pGovernment of Canada Yield on the applicable Fixed Rate Calculation Date5 D' X$ ^7 T, _) C, U' r Y
plus 3.83%.
" i* w- S5 x" M9 `6 L+ gIf the Board of Directors does not declare a dividend, or any part thereof, on
& |! S- E3 I$ `+ E8 K6 nthe Preferred Shares Series 18 on or before the dividend payment date for a) u3 T$ E! e; V4 |) H
particular quarter, then the entitlement of the holders of the Preferred/ Y& ^2 b" m% j* ]" T, [8 M1 S
Shares Series 18 to receive such dividend, or to any part thereof, for such8 b# J" D7 U7 }" E
quarter will be forever extinguished.
0 M: A& ]2 v* P( fRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
" m# N: o# i0 E# w2 `Superintendent and to the provisions described below under ‘‘Details of the$ H; N2 k& p) R+ A* F8 W
Offering — Certain Provisions of the Preferred Shares Series 18 as a
. i" V2 w' |2 R5 A$ l4 ]Series — Restrictions on Dividends and Retirement of Shares’’, on
% K0 D" J" N/ U$ U; pFebruary 25, 2014 and on February 25 every five years thereafter, on not# Z# f. f+ @$ X" _% ]' V" x9 A
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
! B' ]8 ]" d% Q1 |: B$ Y* }# y: R6 Npart of the then outstanding Preferred Shares Series 18, at the Bank’s option
- x0 T5 r/ z5 m, l& d W9 y$ nwithout the consent of the holder, by the payment of an amount in cash for
1 [" M$ `, J3 Q; _- P, }9 A9 j* ceach such share so redeemed of $25.00 together with all declared and unpaid1 Y$ l7 p& t) H* N& V! L' t; ]7 d! ?
dividends to the date fixed for redemption.
: |9 `0 r: M1 z* j1 |5 M- C2 zConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
2 F3 w( r# U- `% ^Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have$ Y5 g' F, I; q. k
the right, at their option, to convert, on February 25, 2014 and on
5 t, S& C/ @/ h' YS-4
6 X6 Z+ |7 r7 S$ hFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
% W4 e$ v8 ?& x2 t U; r6 @# For all of their Preferred Shares Series 18 into an equal number of Preferred: \ p- W% D% M% q
Shares Series 19 upon giving to the Bank notice thereof not earlier than; m( c1 H/ L% Q: s, `4 y7 n- O
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
( W: I D! l F9 u9 I$ j: Hpreceding, a Series 18 Conversion Date., U r' V9 f+ x
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
& D+ F, \+ ]) H) pProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares! W- }% F2 h- o, z/ H+ d) [
Series 19, as the case may be, that there would be outstanding on such2 }/ t; k: g) M+ o. l
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,+ \2 f1 x" a6 I7 x0 ^6 l
such remaining number of Preferred Shares Series 18 will automatically be: }4 }/ M* L; ]4 }, G. [- B
converted on such Series 18 Conversion Date into an equal number of- W$ I* d2 H% `) A# }# P! S% r F& ]
Preferred Shares Series 19. Additionally, if the Bank determines that, after
3 f6 D5 N" p, J2 E5 nconversion, there would be outstanding on such Series 18 Conversion Date
7 }- D+ h$ ?1 dless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares- [7 v1 y, k7 k6 \' O b
Series 18 will be converted into Preferred Shares Series 19.
) p/ u: s- T6 E' e9 r3 z* P1 gVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. H4 m" t* U2 ]8 I% nSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
2 U T! n; v% W/ T1 J+ Cany meeting of the shareholders of the Bank unless and until the first time at
% y( ]$ l$ a1 f3 Q* Jwhich the Board of Directors has not declared the whole dividend on the: p6 \* t3 T$ M# S# d/ L' ^
Preferred Shares Series 18 in any quarter. In that event, subject as c" }, f* t) L
hereinafter provided, the holders of Preferred Shares Series 18 will be6 C! L( G ]' W" J) ^
entitled to receive notice of, and to attend, meetings of shareholders at which
9 t' R5 v9 T0 n3 r7 x4 kdirectors of the Bank are to be elected and will be entitled to one vote for
8 G, O+ P8 {8 s' S3 ~/ eeach Preferred Share Series 18 held. The voting rights of the holders of the
) S9 Y2 k c4 ~4 ~5 oPreferred Shares Series 18 will forthwith cease upon payment by the Bank of9 _" b$ q- ?/ S, E8 {% F
the first dividend on the Preferred Shares Series 18 to which the holders are6 z' y5 s. e7 Z7 B4 `7 m0 y8 U
entitled thereunder subsequent to the time such voting rights first arose until
) r+ f" K9 A( l" Y \0 Rsuch time as the Bank may again fail to declare the whole dividend on the2 u# k( p: s6 {4 a; X' Y* Q# Y% K+ r
Preferred Shares Series 18 in respect of any quarter, in which event such3 \% z& V" x2 D" v
voting rights will become effective again and so on from time to time.
; x5 S3 v! P7 f) |( e6 F* oPrincipal Characteristics of the Preferred Shares Series 193 d5 l. \5 P/ K, p
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
4 e# Q) v( l U& P. ffloating rate non-cumulative preferential cash dividends, as and when
4 o* v3 \$ W- H# c2 mdeclared by the Board of Directors, subject to the provisions of the Bank Act,
9 K) Y. W9 K7 y1 R. G7 [payable quarterly on the 25th day of February, May, August and November1 J& l6 U$ t! H0 D v" [2 ]% @
in each year, in the amount per share determined by multiplying the% E3 M4 p$ u) S, |+ I+ l( N
applicable Quarterly Floating Dividend Rate by $25.00.. ~2 C5 a5 K6 T& u' X; v6 R& q
On the 30th day prior to the commencement of the initial quarterly dividend% c8 b4 \5 C6 J$ d) H5 b4 W4 m) |9 J
period beginning on February 25, 2014, and on the 30th day prior to the first
2 r" q# z* }" M6 y% Wday of each subsequent quarterly dividend period (the initial quarterly
8 a8 X9 h6 e8 g9 |2 O# i4 ~; Adividend period and each subsequent quarterly dividend period is referred to, R2 B: A% x8 N) e0 R, |: g6 q' n
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the2 C! M1 v( L0 |9 o3 t' k* H" |1 A3 g
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
) _6 \& B) B6 e/ ~ xPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
G8 o0 |" L! G; fT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
( S1 D" D. W7 t9 L# Nelapsed in the applicable Quarterly Floating Rate Period divided by 365)+ }2 n- V a) }
determined on the 30th day prior to the first day of the applicable Quarterly
" p6 l8 c7 x& h- N g/ {Floating Rate Period.
( f3 E! c" x6 f8 E5 g' p( D: @8 mS-5
, T+ E- W$ c1 g0 ?. GIf the Board of Directors does not declare a dividend, or any part thereof, on
. C& x: G6 k6 w+ s, r7 q7 D$ kthe Preferred Shares Series 19 on or before the dividend payment date for a
+ F; t6 L7 }& G. R; m- jparticular quarter, then the entitlement of the holders of the Preferred( f' V4 K* b3 `
Shares Series 19 to receive such dividend, or to any part thereof, for such% {2 |3 m+ ^2 D" O& y
quarter will be forever extinguished.
: }% v, l$ A' C# _' S8 DRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
8 k" `# g1 E, Y) oSuperintendent and to the provisions described below under the heading
$ q1 k d' @4 L" f+ l3 m‘‘Details of the Offering — Certain Provisions of the Preferred Shares, z; O4 a- o. @$ N
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
# Y# E" q3 n! D: O( H( J& hon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
! o3 N% A2 k# B0 G, Y6 C) a5 F0 H# wor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
6 r# S7 G, ^3 \8 U- \) g. E4 t- T, Ooption without the consent of the holder, by the payment of an amount in
8 {2 P; m/ a2 [. E& Bcash for each such share so redeemed of (i) $25.00 together with all declared, F7 {1 _4 s% Q; G2 [
and unpaid dividends to the date fixed for redemption in the case of
( s$ j5 d2 _& {7 Rredemptions on February 25, 2019 and on February 25 every five years. O2 K2 _: Q K
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
( M' s6 c& ^* @1 O, }1 s8 {the date fixed for redemption in the case of redemptions on any other date8 v: d" s8 ^7 ^/ d' w
on or after February 25, 2014.& i! X* ?$ \& A* Y1 r9 f
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic5 h; \# A( q4 j4 @8 z- E1 @- Q
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
+ o; W) D7 N F/ a4 M% J! W$ t& V& fthe right, at their option, to convert, on February 25, 2019 and on
6 Z! I; e9 M, M. E$ i3 m5 fFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
( m* v9 @3 l8 ]' w3 for all of their Preferred Shares Series 19 into an equal number of Preferred% H ]) S& E: J! V2 S7 }+ d- _" Y
Shares Series 18 upon giving to the Bank written notice thereof not earlier U( |+ [8 M1 J' ]
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the. z0 ^+ Y6 H9 }( L% R* M
15th day preceding, a Series 19 Conversion Date.
) F" K* t9 f/ }$ x5 eAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
( w1 o0 n' ]) l" g/ R& \2 n" aProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
3 X& S% q, i" ]7 ~1 SSeries 18, as the case may be, that there would be outstanding on such
4 F+ W ^+ f; @! G7 f# T8 Q* dSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
( c$ F( z- Z( o6 Z( T% Usuch remaining number of Preferred Shares Series 19 will automatically be5 p# d! w2 `, a' p6 W! I+ E( x
converted on such Series 19 Conversion Date into an equal number of
; z4 n/ G3 J! O9 ?- R7 rPreferred Shares Series 18. Additionally, if the Bank determines that, after
6 \; ?' I1 c+ e, `2 w1 V4 cconversion, there would be outstanding on such Series 19 Conversion Date1 Q [' }6 y4 G# }# _
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares& Q5 O! X2 {; w$ I! f+ W$ j3 |
Series 19 will be converted into Preferred Shares Series 18.% @4 }6 k3 @- k! w: O3 V
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares+ p" m3 W. F/ S: _, T- n2 C
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
1 \5 U6 W9 J6 z, Y- nany meeting of the shareholders of the Bank unless and until the first time at
% q, N; @* N$ E# U3 F6 F# W- Kwhich the Board of Directors has not declared the whole dividend on the
8 ~9 R( O# `# u/ r; e4 V; H/ ~Preferred Shares Series 19 in any quarter. In that event, subject as
$ m! y% N1 x9 S: i, Z* n- Fhereinafter provided, the holders of Preferred Shares Series 19 will be
, C& F5 z. ~6 _6 ~9 B/ ?) @! zentitled to receive notice of, and to attend, meetings of shareholders at which
' d$ @. w0 }2 M$ G0 ]6 n# ]directors of the Bank are to be elected and will be entitled to one vote for
7 b# Z$ ]: u5 @9 Veach Preferred Share Series 19 held. The voting rights of the holders of the* N6 o/ |% C2 ]6 ]3 e+ m
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of* Q" g9 c: F! b4 z( S* I
the first dividend on the Preferred Shares Series 19 to which the holders are
' k! ]: T! _' J) l6 N. tentitled thereunder subsequent to the time such voting rights first arose until* `) d! i) l- L
such time as the Bank may again fail to declare the whole dividend on the: f6 \2 n0 d' a# \& y$ g. G# H
Preferred Shares Series 19 in respect of any quarter, in which event such
! v* W5 J% S, A# _voting rights will become effective again and so on from time to time.
% `8 ?. k- M$ z% g2 I1 f* a# aS-6
% v* u7 H$ `$ ^5 }3 mPriority: The preferred shares of each series of the Bank will rank on a parity with
. U% R# t/ k4 n4 t. uevery other series and are entitled to preference over the common shares of
! d. _; ^/ t' M; dthe Bank and over any other shares of the Bank ranking junior to the( N1 o7 p M8 q4 n
preferred shares with respect to the payment of dividends and upon any
! @. {, E4 ?/ Y& `' ~ [0 ddistribution of assets in the event of the liquidation, dissolution or; c2 ^! k" Y; C/ z
winding-up of the Bank.8 S; H3 ]7 i) u8 ~! ?: |
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under; {- z# z# a4 x6 H
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
' o$ h4 O+ s1 W" c2 N+ H4 ?! O# rSeries 18 and Preferred Shares Series 19 will not be required to pay tax on" F7 _- ]' U, f4 j
dividends received on such shares under Part IV.1 of such Act. |
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