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发表于 2008-11-29 16:58
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下面是BMO的:, {# g( X& E2 b; |! H) d
SUMMARY OF THE OFFERING2 g C1 \$ Y6 r5 h0 s
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’’.
! t3 _8 ^) [" I" `' p% {2 Y# x) }9 vIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.9 Q) {" H* z* a% E5 [: M
Amount: $150,000,000 (6,000,000 shares).
8 a5 w" Z0 a2 \' ] L, ~8 hPrice and Yield: $25.00 per share to yield initially 6.50% per annum.2 p; ]6 ~9 i) [4 {) V0 D% i
Principal Characteristics of the Preferred Shares Series 18
# A& L' H3 l. w n. g8 KDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
- e$ N/ o3 L& D6 t+ b; o% l9 jnon-cumulative preferential cash dividends, as and when declared by the
" H/ T! Y, x* l1 z+ S4 D9 `7 q7 }Board of Directors, subject to the provisions of the Bank Act, for the initial1 [& _2 y. T% P- q5 Z- r
period commencing on the closing date and ending on and including1 z5 q, m$ ]. v$ j; }: O; r2 e
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
/ E" n3 l) }. d8 b. J: n4 p25th day of February, May, August and November in each year, at a rate$ v) @# T$ ?; ^3 ?1 l
equal to $0.40625 per share. The initial dividend, if declared, will be payable
, i5 y! z" v9 h: O% @ T+ WMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing: [3 a, V/ [8 Y7 f2 O( |
date of December 11, 2008.
4 O: E- D' S( o. }For each five-year period after the Initial Fixed Rate Period (each, a
2 J0 O( ~# x& `- G8 \/ u2 U‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares4 s" w9 Q) r# V3 n2 d
Series 18 will be entitled to receive fixed non-cumulative preferential cash
! L9 J8 U/ o g, ?$ Ydividends, as and when declared by the Board of Directors, subject to the
2 V, X7 J. C( V, `% ?+ ~# Zprovisions of the Bank Act, payable quarterly on the 25th day of February,
% i- K) k5 Q4 v8 B. rMay, August and November in each year, in the amount per share per annum7 g* \ J. z) l/ G8 `" x
determined by multiplying the Annual Fixed Dividend Rate applicable to' K& X6 E: Y$ x; w, B
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
( x$ |. u% r/ y! p5 W% vRate for the ensuing Subsequent Fixed Rate Period will be determined by the7 @1 O0 n8 V; {! T; d0 u w
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day d/ l* t& V% ?4 S+ g% f c# B6 B
of such Subsequent Fixed Rate Period and will be equal to the sum of the3 ` {/ v% Z; C
Government of Canada Yield on the applicable Fixed Rate Calculation Date3 v8 k- ]$ ^/ r1 g0 ~9 V3 R
plus 3.83%.
9 B( n, l! Z9 T, y2 e% ~If the Board of Directors does not declare a dividend, or any part thereof, on
" T5 p4 |$ h- W/ X1 bthe Preferred Shares Series 18 on or before the dividend payment date for a- ~9 t, m5 ?" ~& v1 K. X1 _! I
particular quarter, then the entitlement of the holders of the Preferred" o* N' x& o( o; u; |7 v
Shares Series 18 to receive such dividend, or to any part thereof, for such
& p" [7 [: O" J! X9 U l4 Zquarter will be forever extinguished.
, @0 i6 c" I" URedemption: Subject to the provisions of the Bank Act and to the prior consent of the
) g1 [- U. c. \6 mSuperintendent and to the provisions described below under ‘‘Details of the% G8 `) O5 {0 h4 f; B
Offering — Certain Provisions of the Preferred Shares Series 18 as a0 Z6 r9 }, [1 r* [4 }
Series — Restrictions on Dividends and Retirement of Shares’’, on
7 F: n. j. m* e: R1 h% D" k$ fFebruary 25, 2014 and on February 25 every five years thereafter, on not$ d( P7 {9 W, K4 p
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any' _+ s5 ^# e2 X$ q5 I( r3 J' z# \1 v
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
" I* z1 v. _8 l$ z" q2 v. g; O N0 \( ywithout the consent of the holder, by the payment of an amount in cash for
7 |/ b6 s# H+ H' C. seach such share so redeemed of $25.00 together with all declared and unpaid$ `! ]/ P$ R) V" G* z3 {
dividends to the date fixed for redemption.
2 y. q& f' g+ M1 E. {0 q( X! nConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
6 s; W; d' w$ c \& d- ] M) WShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have# _; c8 V* s3 g
the right, at their option, to convert, on February 25, 2014 and on: g& W& t, `- m, A4 C6 n
S-43 ?3 Z2 ~& r9 B" |" t' E( h0 f' ?
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any$ p6 D; Y; V+ Y! b' w- O
or all of their Preferred Shares Series 18 into an equal number of Preferred
( b" `" G, q4 H( ^) g/ ]Shares Series 19 upon giving to the Bank notice thereof not earlier than
! z; d+ D" [6 d' D30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day/ ~( d' X, g: x3 g
preceding, a Series 18 Conversion Date.* ~3 V! P8 O: H. q4 h, N- u6 Z; X
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
5 F8 E% \' O! ~0 j1 {" o, oProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
7 i) S& `7 l+ r3 uSeries 19, as the case may be, that there would be outstanding on such8 M9 a4 j/ g3 i% D) k* T
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
) \: r4 o1 h' F6 Lsuch remaining number of Preferred Shares Series 18 will automatically be: s; S3 t% m" T9 T, K- z, z
converted on such Series 18 Conversion Date into an equal number of5 i' N2 S- E9 Q8 {% q$ G% P7 m6 j/ ]
Preferred Shares Series 19. Additionally, if the Bank determines that, after2 U {8 e1 H) d2 c' R' W5 |
conversion, there would be outstanding on such Series 18 Conversion Date
: O) Q e( `' C! t$ T! Y5 Tless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
4 v6 ~% F. ^3 x* W4 v; Z) USeries 18 will be converted into Preferred Shares Series 19.( U; w6 z$ q3 A9 s+ O& I6 x/ R) t" |
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares$ S4 m7 O4 O1 V
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
9 l& ~' q M- \7 z- U9 _& O2 j" s wany meeting of the shareholders of the Bank unless and until the first time at5 L5 x, p5 B+ {# Z, z) X9 h' `7 `
which the Board of Directors has not declared the whole dividend on the
: s, r4 G, Z! ~Preferred Shares Series 18 in any quarter. In that event, subject as+ g( Z) V; w5 g' y
hereinafter provided, the holders of Preferred Shares Series 18 will be( c0 k2 x2 H3 h
entitled to receive notice of, and to attend, meetings of shareholders at which1 O) H3 g3 T: z5 I. Q
directors of the Bank are to be elected and will be entitled to one vote for: a& j0 ?- P( m; m
each Preferred Share Series 18 held. The voting rights of the holders of the/ u) t' C$ z k, W. B5 B
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of, x$ z# H+ g5 ~( h) v" n
the first dividend on the Preferred Shares Series 18 to which the holders are
: i, j* ?5 Y9 ^# h0 Z/ `3 C) Bentitled thereunder subsequent to the time such voting rights first arose until
; o) v. F0 j% ?) f [such time as the Bank may again fail to declare the whole dividend on the
' {& c( A8 r, gPreferred Shares Series 18 in respect of any quarter, in which event such
- A% m; k& S9 }1 f3 Wvoting rights will become effective again and so on from time to time.: b# L. w, B) }
Principal Characteristics of the Preferred Shares Series 191 A: f8 U% _, x4 }& o6 _
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive* w# k7 o5 g; M
floating rate non-cumulative preferential cash dividends, as and when! {* c, `6 x* n8 ^
declared by the Board of Directors, subject to the provisions of the Bank Act,( ~2 T, w; i' @2 e- r& C
payable quarterly on the 25th day of February, May, August and November
5 Z) U1 `$ G( j! F' zin each year, in the amount per share determined by multiplying the
( T$ e3 ], A" a) g. N% k) ^applicable Quarterly Floating Dividend Rate by $25.00.6 h4 x0 D3 S# q8 Q
On the 30th day prior to the commencement of the initial quarterly dividend
7 W. F S6 @* T0 @; Z7 K$ y, fperiod beginning on February 25, 2014, and on the 30th day prior to the first
2 {) \+ `. d% `- E% B4 E7 ~day of each subsequent quarterly dividend period (the initial quarterly
O6 s! |0 A8 U# U, qdividend period and each subsequent quarterly dividend period is referred to. \8 r& T; D+ t) u* k4 Q
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the6 {: I0 _' `" Q
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
& z: d9 M6 o$ W p. M7 CPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the* F ]& i4 d4 ^, ]
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days# f+ M. q! L% t( ~
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
9 }: Q- M' _4 _7 h1 ^# Qdetermined on the 30th day prior to the first day of the applicable Quarterly
' s9 o6 W% T6 Z$ T% F+ r+ CFloating Rate Period.! X7 x* ~* v' ^. f3 v
S-5/ P8 B7 f$ j6 O: J, f: |
If the Board of Directors does not declare a dividend, or any part thereof, on9 e9 [% B0 x$ I
the Preferred Shares Series 19 on or before the dividend payment date for a* t( F% U. L6 h
particular quarter, then the entitlement of the holders of the Preferred; G! s3 Z. L4 [! z' [
Shares Series 19 to receive such dividend, or to any part thereof, for such& r4 }/ L6 n) O( m
quarter will be forever extinguished.
X- h# B; }" w% ^2 RRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
; s# Z, S) }) ^" c3 KSuperintendent and to the provisions described below under the heading9 L4 ~( v- D+ L6 j) C& B) T
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
/ Y2 l B) t( w, y8 C# cSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,3 R0 F' h6 W2 m( Z3 q, O
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all; u1 d1 y- {+ x5 @9 R* S S
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s7 |8 P) D( v& P. b7 r) X- M
option without the consent of the holder, by the payment of an amount in8 g+ w* z5 h2 B f; m
cash for each such share so redeemed of (i) $25.00 together with all declared7 K# I, Q" `& P1 U$ P$ u; T
and unpaid dividends to the date fixed for redemption in the case of
& Y& ]) s! a. b {redemptions on February 25, 2019 and on February 25 every five years& G& l$ s+ a! t; {
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to e+ e0 F% d. l
the date fixed for redemption in the case of redemptions on any other date
: R: v& L) ?; F) o* S$ `on or after February 25, 2014.) O- z, c" B3 H* Z! J1 f% s
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic- X+ d! y) y( {/ }) X1 @# y
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have; o. F9 F, d$ r3 w0 o' }, ]% s
the right, at their option, to convert, on February 25, 2019 and on" U4 E) O9 D* L; B! s
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any3 O& [, ~0 }. p
or all of their Preferred Shares Series 19 into an equal number of Preferred
% T" {, o) W& ]( |) Y2 W( cShares Series 18 upon giving to the Bank written notice thereof not earlier
8 Y' }2 o: W( i: z bthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
1 y C. @8 a% q+ G9 d- z% J& @/ G) B15th day preceding, a Series 19 Conversion Date.
: ]* J9 g3 n" \! h u! s' LAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
7 j$ ^5 |+ o- o/ p$ t! R. xProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
$ B+ s3 v2 L, ~. nSeries 18, as the case may be, that there would be outstanding on such
* E# C4 s4 L) G- U, h( V/ J$ O, wSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
/ X4 p3 b" s( d" Y/ lsuch remaining number of Preferred Shares Series 19 will automatically be
0 q4 R# ^7 N4 B8 V/ econverted on such Series 19 Conversion Date into an equal number of! v* N3 r$ i2 y6 l
Preferred Shares Series 18. Additionally, if the Bank determines that, after- @0 y" q: Z! x( _! i8 Q4 ~
conversion, there would be outstanding on such Series 19 Conversion Date1 {- ~0 N+ Y% i/ W1 v
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
& e8 q% b; z2 l1 B8 Z7 t/ ~Series 19 will be converted into Preferred Shares Series 18.8 U) X: o! j% g% P9 j: Z
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares! s; _6 v N# f3 V8 \
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
8 ~, G% L a/ ]* J: y% Hany meeting of the shareholders of the Bank unless and until the first time at/ o5 Q8 P8 ~! C! L! i3 m( a1 S
which the Board of Directors has not declared the whole dividend on the
B) i0 Y+ G% L1 _; }; VPreferred Shares Series 19 in any quarter. In that event, subject as
! F) I! r1 V: i% r0 h9 [& x4 Shereinafter provided, the holders of Preferred Shares Series 19 will be
8 c7 |( H' ?1 z% l9 T9 P! eentitled to receive notice of, and to attend, meetings of shareholders at which
1 p2 w7 m b+ a9 E0 d- w, ?; Ddirectors of the Bank are to be elected and will be entitled to one vote for
/ ?8 F% I) H) d/ {each Preferred Share Series 19 held. The voting rights of the holders of the
! |# }8 a3 P5 p) X5 nPreferred Shares Series 19 will forthwith cease upon payment by the Bank of3 L" W6 a* u5 b6 J4 x% F
the first dividend on the Preferred Shares Series 19 to which the holders are! X4 {& d+ [0 |3 f( H8 j: x
entitled thereunder subsequent to the time such voting rights first arose until
# L7 ]0 `2 {* j& c2 `such time as the Bank may again fail to declare the whole dividend on the
4 w0 c) _: q+ b5 r$ c g! GPreferred Shares Series 19 in respect of any quarter, in which event such* `/ Z, \, \: @( J0 P I7 _, {0 A
voting rights will become effective again and so on from time to time.
! ?! W' T) F+ E, O4 Z3 i. QS-6
$ _# r' S0 ?! l$ X4 ZPriority: The preferred shares of each series of the Bank will rank on a parity with
# j+ z0 k4 C3 S( Xevery other series and are entitled to preference over the common shares of
) [! c$ y( Q9 k" o W' Z% qthe Bank and over any other shares of the Bank ranking junior to the0 J1 j8 O6 b/ w e$ p7 P
preferred shares with respect to the payment of dividends and upon any7 t% d5 I {& D. c/ |
distribution of assets in the event of the liquidation, dissolution or
$ s9 m& O! D7 p& d+ h; j+ Cwinding-up of the Bank.
2 c0 l* v z7 J6 V0 N/ gTax on Preferred Share The Bank will elect, in the manner and within the time provided under" Q6 e6 H$ T- F. v# U! F9 z
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares+ E. |1 [- e1 ^6 g3 k+ s, V; I
Series 18 and Preferred Shares Series 19 will not be required to pay tax on; p/ |3 t& T3 s2 Z9 \
dividends received on such shares under Part IV.1 of such Act. |
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