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发表于 2008-11-29 16:58
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下面是BMO的:( O! z: u! r7 _
SUMMARY OF THE OFFERING
a5 T4 i; s( r4 ?/ }& x) d6 UThis 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’’.
/ o% g; ]- ~! K1 a' QIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.% X3 i% u* R' C
Amount: $150,000,000 (6,000,000 shares).* W) ^9 o3 ]# H- N5 b8 V+ ?' j( R
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
Y9 J; T0 N2 aPrincipal Characteristics of the Preferred Shares Series 18
+ Y5 q! P+ p1 b7 Z8 K9 nDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed3 J, j2 p9 D) |) w
non-cumulative preferential cash dividends, as and when declared by the8 A$ H$ V. Z7 f4 X
Board of Directors, subject to the provisions of the Bank Act, for the initial
& V H' l4 \5 @% Pperiod commencing on the closing date and ending on and including0 `( u! h& E$ `% z) h& L
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the+ g2 _" w4 v1 s. e/ T
25th day of February, May, August and November in each year, at a rate
4 y |: M) K; p7 m" |% @1 U5 I; l0 i: Iequal to $0.40625 per share. The initial dividend, if declared, will be payable6 {4 n, W& R' V" X
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
. q* ]: Q0 G; N" h- o3 I4 n9 g; Fdate of December 11, 2008.$ S7 K) @1 }9 K, O6 Z1 m' ?
For each five-year period after the Initial Fixed Rate Period (each, a& F! M* w2 t7 v5 N
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares0 {" s/ L+ C6 `4 f3 O
Series 18 will be entitled to receive fixed non-cumulative preferential cash( J5 r' w6 z$ d0 J
dividends, as and when declared by the Board of Directors, subject to the" E0 s' `( u( x$ j8 ]
provisions of the Bank Act, payable quarterly on the 25th day of February,
( }9 y; o/ L% {3 q; NMay, August and November in each year, in the amount per share per annum
, a$ w4 t7 M+ l4 X4 t, @determined by multiplying the Annual Fixed Dividend Rate applicable to, i; S K9 O9 l9 b
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
( K+ X7 Q2 _+ A8 \Rate for the ensuing Subsequent Fixed Rate Period will be determined by the5 l1 `" }1 |; C- ?2 w8 X: K
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day9 P5 V& o( Q- a6 d6 s: a
of such Subsequent Fixed Rate Period and will be equal to the sum of the
3 U6 N _- P. [% s$ X- e# T6 nGovernment of Canada Yield on the applicable Fixed Rate Calculation Date3 D0 n5 y5 f: J# s; @% g+ A
plus 3.83%.
8 r) o c( ]) Q& o' i7 mIf the Board of Directors does not declare a dividend, or any part thereof, on7 C0 r* ] o" a6 K6 N
the Preferred Shares Series 18 on or before the dividend payment date for a) N6 x, N9 E0 `& _1 X
particular quarter, then the entitlement of the holders of the Preferred
+ N; G0 M, }; I: r/ O- U2 |Shares Series 18 to receive such dividend, or to any part thereof, for such# o, N7 X$ m! x4 N \: I
quarter will be forever extinguished.
) J7 p( m! r: V% F+ c! P& ZRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
V T2 N) e- c; m+ ]$ A# Y+ b# bSuperintendent and to the provisions described below under ‘‘Details of the
6 r5 c4 |% P5 T5 y6 x0 t1 H) QOffering — Certain Provisions of the Preferred Shares Series 18 as a
& L6 w8 J6 O o1 ~9 t f& hSeries — Restrictions on Dividends and Retirement of Shares’’, on
. |) i( H+ V# z2 c* ?February 25, 2014 and on February 25 every five years thereafter, on not
* `( g& D7 w4 m; dmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
6 Z- d) }0 J7 K- @# Spart of the then outstanding Preferred Shares Series 18, at the Bank’s option6 W* j6 j0 J$ g4 b
without the consent of the holder, by the payment of an amount in cash for. [3 P0 S8 Y4 A: D3 m( o9 ~4 G
each such share so redeemed of $25.00 together with all declared and unpaid
. e5 b4 o2 K f; J* odividends to the date fixed for redemption.; ]; @8 G6 @! Y
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
/ w: D" {0 R+ k7 y: kShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have h. ]6 E/ H8 a8 r9 D7 o/ c
the right, at their option, to convert, on February 25, 2014 and on' d) Y" c/ j- @# E& I: N
S-4
) m' j: a; s+ x5 cFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any- g J+ L! l; w
or all of their Preferred Shares Series 18 into an equal number of Preferred/ Y& W; S+ L9 i& I- r A! d
Shares Series 19 upon giving to the Bank notice thereof not earlier than
- `; ~- k: k! R+ N6 c" u" Z30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day1 n4 @) g- o; r4 _) k O* P/ N
preceding, a Series 18 Conversion Date.+ J. e: v1 ]7 l& W" G# f
Automatic Conversion If the Bank determines, after having taken into account all shares tendered- ~8 f: J% q4 B2 A$ \
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
' U1 |% K3 e" p- y) O' a: U. PSeries 19, as the case may be, that there would be outstanding on such
! |1 c) D0 W vSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
/ x* m6 i, a9 ~/ e9 {, Bsuch remaining number of Preferred Shares Series 18 will automatically be
% j* |0 V/ ?# `( b J3 u8 z2 Iconverted on such Series 18 Conversion Date into an equal number of. j! P/ q. p, z, @( s2 d9 l2 h
Preferred Shares Series 19. Additionally, if the Bank determines that, after
4 Q2 F1 e1 Y+ P Wconversion, there would be outstanding on such Series 18 Conversion Date# {1 P& J2 u# o. q4 L1 o. i
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
) k2 A/ [' ^' |7 t- a4 uSeries 18 will be converted into Preferred Shares Series 19.
3 k1 U4 @9 q7 a$ c! PVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: l+ }/ r% f4 e1 V
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
3 m4 R. a) G' E n0 j. dany meeting of the shareholders of the Bank unless and until the first time at
' }" T& t7 ^; g9 ~) |which the Board of Directors has not declared the whole dividend on the6 f1 Q o, ~: j% Y2 N
Preferred Shares Series 18 in any quarter. In that event, subject as) f* O% G) ~' n5 t8 [
hereinafter provided, the holders of Preferred Shares Series 18 will be/ d/ [9 K7 Q4 d9 s4 U
entitled to receive notice of, and to attend, meetings of shareholders at which& U( m. f. ]- D. u# Y
directors of the Bank are to be elected and will be entitled to one vote for
2 b* t" n9 W; \& f8 T E, `each Preferred Share Series 18 held. The voting rights of the holders of the
/ z4 T+ P6 h1 _% w+ ZPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
% x [. V7 o" L- ~the first dividend on the Preferred Shares Series 18 to which the holders are
6 V w8 }& V q! @4 u3 k( T6 [entitled thereunder subsequent to the time such voting rights first arose until
# c0 q. g; C0 Z0 o s7 h, P0 esuch time as the Bank may again fail to declare the whole dividend on the9 x" O1 \$ |$ L, b
Preferred Shares Series 18 in respect of any quarter, in which event such
' F' F( T' t6 K5 B" s' j" _voting rights will become effective again and so on from time to time.# y, B5 G* w+ f F
Principal Characteristics of the Preferred Shares Series 19) ]7 Z" U# Z4 A6 i! [
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
; G$ t8 m7 B2 D8 bfloating rate non-cumulative preferential cash dividends, as and when5 ^+ B4 n0 Y; u- ?4 @2 K
declared by the Board of Directors, subject to the provisions of the Bank Act,
2 F& f7 s$ @$ S( A% I% W7 @payable quarterly on the 25th day of February, May, August and November
- g5 h) F0 L% C$ W6 E" W) l1 \ l3 [in each year, in the amount per share determined by multiplying the
" W4 `9 `( f) Y0 w& o4 zapplicable Quarterly Floating Dividend Rate by $25.00.
* _9 z4 _5 {- `. a; N: KOn the 30th day prior to the commencement of the initial quarterly dividend
9 E3 F& K0 w% M/ h% I2 \2 k& Fperiod beginning on February 25, 2014, and on the 30th day prior to the first
3 M$ e$ ]" i' k1 t# y5 Fday of each subsequent quarterly dividend period (the initial quarterly
* U) A' A) {7 Gdividend period and each subsequent quarterly dividend period is referred to
5 y$ n2 D& a) f% _! }2 Sas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
7 I6 X; O# Q9 {7 j* O6 ~4 l4 s VQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate# _! [2 t6 G- e* s3 f& y2 k
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
9 K" A' u5 s# j4 L! m, rT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days4 K( a! a$ s; c0 p- D
elapsed in the applicable Quarterly Floating Rate Period divided by 365): s2 _7 v) N8 {& j( I
determined on the 30th day prior to the first day of the applicable Quarterly
: ~9 U+ p K/ O, [: d2 e$ AFloating Rate Period.+ P% o; i. d" t# f7 t) }: g
S-5
- x% d5 [6 ~: t7 ]If the Board of Directors does not declare a dividend, or any part thereof, on
/ ~8 |6 P. H, p1 }, x. zthe Preferred Shares Series 19 on or before the dividend payment date for a
K/ v _. r; J# S0 lparticular quarter, then the entitlement of the holders of the Preferred
5 x' C. E7 O9 l7 wShares Series 19 to receive such dividend, or to any part thereof, for such
1 f9 }6 j0 \$ E. C: _* n( T+ Xquarter will be forever extinguished.4 K) u' a. e! _0 H( v
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
: @( [" d" W% q+ B2 }. O+ |. oSuperintendent and to the provisions described below under the heading, f5 U, L8 k( n! {7 u% Q
‘‘Details of the Offering — Certain Provisions of the Preferred Shares/ V" e+ E( l' R7 m( h" k
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
# E1 D/ H0 v8 A+ L/ k4 W& Bon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
; @) s" n6 g, h! U$ Z G8 ^or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
( ]+ {% A, d, p- ^# N8 I8 {: noption without the consent of the holder, by the payment of an amount in
6 ]4 M4 o$ V$ `/ k4 Lcash for each such share so redeemed of (i) $25.00 together with all declared ^# v2 M7 ~9 F
and unpaid dividends to the date fixed for redemption in the case of8 Y3 ?8 s1 E1 y5 B8 `0 n- D+ d
redemptions on February 25, 2019 and on February 25 every five years
9 n; C8 W3 S$ E$ `$ O4 xthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
% p% C, u, |9 E; q: wthe date fixed for redemption in the case of redemptions on any other date" P* ]4 g, n- f+ W6 l+ F
on or after February 25, 2014., g% x" E# _" T! {& n& z% ?9 R
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic8 g# b+ s* O$ T ^4 x
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
7 v2 { O' G: S; Zthe right, at their option, to convert, on February 25, 2019 and on* u$ L3 b5 l0 E
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
+ o& ]5 D+ n% `9 r& n% nor all of their Preferred Shares Series 19 into an equal number of Preferred
1 R6 _, w% c$ _) [Shares Series 18 upon giving to the Bank written notice thereof not earlier9 Q# M2 [5 K! k/ n
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the3 e% F5 e$ w( u4 \4 _' T1 q
15th day preceding, a Series 19 Conversion Date.
& ]: n3 |) x, EAutomatic Conversion If the Bank determines, after having taken into account all shares tendered5 D0 m7 L ^) u/ L2 x8 I
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares- H% u6 i$ b- X% N( }- i
Series 18, as the case may be, that there would be outstanding on such
+ @9 f2 |( n1 o! oSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
5 Y3 U& Y6 o2 C1 Nsuch remaining number of Preferred Shares Series 19 will automatically be- r& M9 Z& ~# f* ]' p! |
converted on such Series 19 Conversion Date into an equal number of4 n* r1 H; V1 [- T
Preferred Shares Series 18. Additionally, if the Bank determines that, after
0 Q7 l y+ u+ M; Fconversion, there would be outstanding on such Series 19 Conversion Date @6 ]7 b. e! R+ s5 u* W& O/ m
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares$ @ e: \$ f9 L
Series 19 will be converted into Preferred Shares Series 18.
U$ P5 \7 R7 G* aVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares- Y# v5 \& w: T9 E9 @6 l
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
4 q+ `0 p) L( K& u3 Cany meeting of the shareholders of the Bank unless and until the first time at% C2 ]* Z+ D5 D
which the Board of Directors has not declared the whole dividend on the
: a. f3 Q' U0 ? X" aPreferred Shares Series 19 in any quarter. In that event, subject as5 h, g! x6 b' Y. A; u$ w1 }$ S8 s
hereinafter provided, the holders of Preferred Shares Series 19 will be3 X) Q3 r% P# a O2 X+ M
entitled to receive notice of, and to attend, meetings of shareholders at which
8 G9 g- I1 _6 B: S' ndirectors of the Bank are to be elected and will be entitled to one vote for/ h+ a8 G3 h4 [7 r0 {
each Preferred Share Series 19 held. The voting rights of the holders of the+ x) A5 _% A$ r+ C5 S
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
- _! T i- I/ R6 }the first dividend on the Preferred Shares Series 19 to which the holders are9 ^+ {5 r! |6 o5 [7 t' C4 F6 t% X
entitled thereunder subsequent to the time such voting rights first arose until
$ ~/ o6 l9 ]( W; d: Tsuch time as the Bank may again fail to declare the whole dividend on the
$ F8 T0 T0 ?7 TPreferred Shares Series 19 in respect of any quarter, in which event such& z- {. }4 L6 q. E; @
voting rights will become effective again and so on from time to time., h1 C# K& v9 B8 o( \" F2 d
S-6
7 }8 I, o: }+ iPriority: The preferred shares of each series of the Bank will rank on a parity with
8 {" d7 E) M& E3 y. nevery other series and are entitled to preference over the common shares of8 D A0 b' P* O! G
the Bank and over any other shares of the Bank ranking junior to the( y# L( P1 D# V: s' x% P. `
preferred shares with respect to the payment of dividends and upon any
8 i0 H3 v$ D; J5 H( ]$ U+ h) M: qdistribution of assets in the event of the liquidation, dissolution or
/ k7 U; Z' f9 Y: Owinding-up of the Bank.+ F0 W: a7 E" A. v# o- u' J
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under: n8 j0 a0 J6 a- ^5 B# b! n
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
. X+ m) [. r) M% W4 ?7 BSeries 18 and Preferred Shares Series 19 will not be required to pay tax on, M# y+ m4 \& `, t1 p0 p5 z [* P; M. C3 i
dividends received on such shares under Part IV.1 of such Act. |
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