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发表于 2008-11-29 16:58
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下面是BMO的:+ X: y4 v8 Q& s
SUMMARY OF THE OFFERING9 C9 a0 r1 s1 M' ]# R
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’’.
8 W; X+ i& \3 Y, s5 e2 qIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
' j& q; T6 N0 D( i% U$ J5 AAmount: $150,000,000 (6,000,000 shares).) h+ b& a& \, ^: [$ z+ c
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
; Z/ j9 R) N/ [: @$ y: w% r* M: j* y: U0 bPrincipal Characteristics of the Preferred Shares Series 18" i. _5 I4 k/ E4 K. k3 X/ j/ G
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed g2 c9 a* X3 }0 A& H
non-cumulative preferential cash dividends, as and when declared by the
; \- S" P# Z: G2 N( q2 mBoard of Directors, subject to the provisions of the Bank Act, for the initial
! Y1 {( A$ H' |period commencing on the closing date and ending on and including& l \" D5 S/ w, q. @
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
# E7 E" {# x k9 B25th day of February, May, August and November in each year, at a rate
0 O$ L7 e3 K" h7 \: s( X Vequal to $0.40625 per share. The initial dividend, if declared, will be payable- q0 H8 U* w3 Z* l2 _$ W
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing+ z3 P- Q1 B q0 A$ T
date of December 11, 2008.5 m( k U6 m8 t( K) ?# ?' y1 R
For each five-year period after the Initial Fixed Rate Period (each, a
3 r0 g2 `- Z* {, f- p‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares! ` {% ?- t0 j
Series 18 will be entitled to receive fixed non-cumulative preferential cash) f8 B1 q3 M3 t2 \9 P' ]
dividends, as and when declared by the Board of Directors, subject to the' N V: z5 r8 h+ G* d! q
provisions of the Bank Act, payable quarterly on the 25th day of February,. m, j0 m( q s1 b6 s' f' h9 u6 @
May, August and November in each year, in the amount per share per annum( I, o* v. K1 h* b# R3 ?# \" c+ a
determined by multiplying the Annual Fixed Dividend Rate applicable to& U' c* T( K$ q4 U: L( ^
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend# @% K+ Q& Y) D W+ B" v: m
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
- V6 T* F- e! X& p. ]2 q" A- T: GBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
7 q# h O6 t2 N2 nof such Subsequent Fixed Rate Period and will be equal to the sum of the
( ? R m. d5 e$ q! vGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
2 `+ ]+ G+ I; B" I2 D, D$ Q; wplus 3.83%.
' _7 T3 f% I9 c& MIf the Board of Directors does not declare a dividend, or any part thereof, on
6 b+ N' }) l. W! S! q! W1 X! vthe Preferred Shares Series 18 on or before the dividend payment date for a9 a. R+ K; w. D! @% F! x, @
particular quarter, then the entitlement of the holders of the Preferred
' Y! C+ k( n' w7 L9 _! \/ o1 `Shares Series 18 to receive such dividend, or to any part thereof, for such
1 M, g/ a! k' x4 Y, zquarter will be forever extinguished.
' \# v# u3 u, w5 S# w( q; J! nRedemption: Subject to the provisions of the Bank Act and to the prior consent of the# Y9 k" d, }: O- C7 I; J
Superintendent and to the provisions described below under ‘‘Details of the
; q6 v% r* _6 L/ {Offering — Certain Provisions of the Preferred Shares Series 18 as a
! X% m3 o; f$ [" S# TSeries — Restrictions on Dividends and Retirement of Shares’’, on3 o# k+ P4 l& C+ L
February 25, 2014 and on February 25 every five years thereafter, on not
7 u5 @; d* x# G# Dmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any. e K4 q+ `% B# m, w5 U9 i
part of the then outstanding Preferred Shares Series 18, at the Bank’s option) m1 T. F- O- e/ `2 {( b
without the consent of the holder, by the payment of an amount in cash for
0 K( {7 |6 L/ v, Z$ {each such share so redeemed of $25.00 together with all declared and unpaid# e" ]2 ^1 j1 E
dividends to the date fixed for redemption.
8 w; K: Q" W8 Y- p! T) `! Q1 OConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic6 T, k* Y' x- ^$ w" K
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
0 |" N. D( S$ \the right, at their option, to convert, on February 25, 2014 and on( [% m7 q b7 [* s6 g! i
S-4
1 A5 d5 o! ^5 y) rFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any5 x# X$ \. B) y, X4 r% g
or all of their Preferred Shares Series 18 into an equal number of Preferred1 K1 V) \& O* n1 x, e% s0 e0 n+ F! f$ _
Shares Series 19 upon giving to the Bank notice thereof not earlier than, ^( J* o- M" c* A( ^; V
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
" r _7 k0 {" V( M- _preceding, a Series 18 Conversion Date.( F; ?+ s+ y9 W3 [) H
Automatic Conversion If the Bank determines, after having taken into account all shares tendered% W4 e* B, A9 F- n! f, `
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
% \& i6 z; A4 f$ W# @; BSeries 19, as the case may be, that there would be outstanding on such5 X0 \, {( g6 R+ [$ B/ O
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
% O; p: a6 K; Ysuch remaining number of Preferred Shares Series 18 will automatically be) h( t% P! _( K" V: W- S1 }( z
converted on such Series 18 Conversion Date into an equal number of4 q9 v7 }2 i6 {6 ?# J2 o* e
Preferred Shares Series 19. Additionally, if the Bank determines that, after/ y1 ~; }* E& d6 J( ^6 D
conversion, there would be outstanding on such Series 18 Conversion Date
8 Q& x6 L6 a) K4 N8 ~& ^less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares- u; s' a% Z, w$ M0 j
Series 18 will be converted into Preferred Shares Series 19.
; U1 N# [3 V* b- P4 U( L* DVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares d* o. j$ ~$ l2 I, w1 s3 U
Series 18 will not be entitled as such to receive notice of, attend, or vote at,3 o) z1 x5 t% `/ G$ L( r p: w5 ?
any meeting of the shareholders of the Bank unless and until the first time at
8 |+ u% F; T7 O" ^, hwhich the Board of Directors has not declared the whole dividend on the9 I; s: }( f# Z$ L4 l6 I5 o, C
Preferred Shares Series 18 in any quarter. In that event, subject as& u/ e, l9 E+ g/ t5 ?6 U% g; M
hereinafter provided, the holders of Preferred Shares Series 18 will be9 v0 t) M6 G. |4 d5 O' o' n
entitled to receive notice of, and to attend, meetings of shareholders at which
( Y! O, H! W. pdirectors of the Bank are to be elected and will be entitled to one vote for2 y {* t$ H A6 K2 n
each Preferred Share Series 18 held. The voting rights of the holders of the
5 A1 p5 Z# F T; q8 H6 KPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
. Y' Z4 A+ W+ J( _3 Wthe first dividend on the Preferred Shares Series 18 to which the holders are% U$ d7 C% X; A& x
entitled thereunder subsequent to the time such voting rights first arose until. U J2 U' ?" F* H) q0 L
such time as the Bank may again fail to declare the whole dividend on the
, }/ y. D3 z- ?4 A& q) mPreferred Shares Series 18 in respect of any quarter, in which event such
1 h9 n5 e8 [% L# Bvoting rights will become effective again and so on from time to time.
8 q; a4 U4 {* N/ k2 f* B, UPrincipal Characteristics of the Preferred Shares Series 195 N9 Y; q8 p9 @: S& ~
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive, ?2 b! ^- j' ^6 s. J
floating rate non-cumulative preferential cash dividends, as and when! g! `( `; d) |; a, @. \+ g; X
declared by the Board of Directors, subject to the provisions of the Bank Act,2 { r7 W: L$ h, [1 t5 \/ y" u* \
payable quarterly on the 25th day of February, May, August and November3 f. i6 j( F1 G6 s# @3 H
in each year, in the amount per share determined by multiplying the
* O/ ^' K5 y1 P: _" a( ~" kapplicable Quarterly Floating Dividend Rate by $25.00.
; K& O( v6 M- _: b! P1 gOn the 30th day prior to the commencement of the initial quarterly dividend7 H2 K: a8 }; E. p- L! K! G
period beginning on February 25, 2014, and on the 30th day prior to the first7 x; U6 r2 v) _3 ~
day of each subsequent quarterly dividend period (the initial quarterly
' M a" {0 v0 s8 P' Z# \+ \, O pdividend period and each subsequent quarterly dividend period is referred to
$ A" g; c: n' Z# m* O! H. mas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
% r3 n' k1 `* o1 M2 d1 j0 QQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate1 l/ v% Q4 Y( ^; ]/ d
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
: `, ?' c0 V. Y& a* CT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days% e1 I2 a {7 z4 u0 j& `% W
elapsed in the applicable Quarterly Floating Rate Period divided by 365)) R" v! K- n6 @$ i+ |: k
determined on the 30th day prior to the first day of the applicable Quarterly K5 O- v7 Z$ q% ` Y0 c3 n% V
Floating Rate Period.2 X( X4 C2 _% k. }; u5 b- X x# t( C
S-5
, A+ q9 O; K2 c" bIf the Board of Directors does not declare a dividend, or any part thereof, on% ]- u/ S+ M; F1 y
the Preferred Shares Series 19 on or before the dividend payment date for a
6 Z: q/ p( n. I0 k8 rparticular quarter, then the entitlement of the holders of the Preferred
" v5 H* c; ~. E% y( I8 ?Shares Series 19 to receive such dividend, or to any part thereof, for such3 V8 n( [8 Q2 G& d5 \
quarter will be forever extinguished.
( @/ i; ~/ M9 w0 J' D, f* R; jRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
; H' S5 J0 c) |/ QSuperintendent and to the provisions described below under the heading
& G# I+ r L2 y* t, R‘‘Details of the Offering — Certain Provisions of the Preferred Shares
7 ^2 `9 l* b5 W! fSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
5 l% i; R$ M& a, r% U( `, C8 mon not more than 60 nor less than 30 days’ notice, the Bank may redeem all% `! s+ K" v Z% F
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s( _" O; O, L$ J2 H: D' m
option without the consent of the holder, by the payment of an amount in
5 r; W k- r* l3 V; {cash for each such share so redeemed of (i) $25.00 together with all declared4 C, F) ]$ W2 `' B x
and unpaid dividends to the date fixed for redemption in the case of. r% N. |( e& D2 V5 C" H6 z
redemptions on February 25, 2019 and on February 25 every five years
! @; [. F9 x1 R' h$ Wthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
; y9 I% ~% v9 E8 h. xthe date fixed for redemption in the case of redemptions on any other date! O5 I! F2 I6 |3 T8 ]6 G
on or after February 25, 2014.
l, m2 ` ]3 n4 I( V3 F1 j1 \Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic7 F0 q. ~& m9 L' K
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
/ G+ y- e' P* c+ ithe right, at their option, to convert, on February 25, 2019 and on
& F g# R+ M- J" S$ c- Q6 OFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any! C P' W) \; ^
or all of their Preferred Shares Series 19 into an equal number of Preferred
# h/ ]" S* v# G; @' kShares Series 18 upon giving to the Bank written notice thereof not earlier0 m% a Z$ D$ h& d( j) d+ H
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the8 {! r' e9 M6 Z6 S4 H+ a; o8 y
15th day preceding, a Series 19 Conversion Date.* n' G) v/ {' A, `
Automatic Conversion If the Bank determines, after having taken into account all shares tendered, u! `1 S2 P; G' n) Q
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
0 ]4 X# N* B0 ]% JSeries 18, as the case may be, that there would be outstanding on such h4 m3 [# ~& @6 L3 j
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
$ q" d. I+ a" n* t: c: `- S" Xsuch remaining number of Preferred Shares Series 19 will automatically be
6 C" r; O8 W: ~0 {1 M. _converted on such Series 19 Conversion Date into an equal number of
: v! j4 n8 k7 h5 _7 SPreferred Shares Series 18. Additionally, if the Bank determines that, after
2 t, B0 |& e& ~9 _, U1 wconversion, there would be outstanding on such Series 19 Conversion Date v B% f) c$ H* @6 E4 T, n
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares5 }! K* u2 s+ B
Series 19 will be converted into Preferred Shares Series 18.
0 P3 G) p# U. h' FVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 [& P5 ?( N* P) [8 R; E1 f1 pSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
( d8 l; g' K+ l1 Q. uany meeting of the shareholders of the Bank unless and until the first time at
. B" O6 ~( Q8 c( U8 g6 v5 L, r: r' Hwhich the Board of Directors has not declared the whole dividend on the
. V9 [& e0 g2 F; APreferred Shares Series 19 in any quarter. In that event, subject as) n* Q7 o6 [. \
hereinafter provided, the holders of Preferred Shares Series 19 will be7 q* T$ u c8 \: G% v4 F
entitled to receive notice of, and to attend, meetings of shareholders at which) T) F1 l5 |; f, \& o' k1 e
directors of the Bank are to be elected and will be entitled to one vote for
6 w+ x8 u8 j: ueach Preferred Share Series 19 held. The voting rights of the holders of the
8 t2 n! H; F, y5 q3 UPreferred Shares Series 19 will forthwith cease upon payment by the Bank of: e+ M6 o* w) M) F
the first dividend on the Preferred Shares Series 19 to which the holders are
8 l# i6 h, m w, E7 R( Pentitled thereunder subsequent to the time such voting rights first arose until
* l* P$ A% x$ k6 j# O' Esuch time as the Bank may again fail to declare the whole dividend on the) M% C% N, w) J6 [3 k3 K8 q
Preferred Shares Series 19 in respect of any quarter, in which event such2 n" k d' v7 C3 y
voting rights will become effective again and so on from time to time.7 B# Y: t$ B! F% W
S-6
6 i. {" R5 L: H0 fPriority: The preferred shares of each series of the Bank will rank on a parity with
! u9 T, n* R. C$ Bevery other series and are entitled to preference over the common shares of
# @0 p4 q9 o% d+ d0 Bthe Bank and over any other shares of the Bank ranking junior to the
2 `) |5 K( U$ O- O Opreferred shares with respect to the payment of dividends and upon any
: c9 @1 g0 d" E" y9 i3 ?. Fdistribution of assets in the event of the liquidation, dissolution or
* U) N; Q/ Y7 v$ T# }. o( _: X+ g3 Vwinding-up of the Bank.# T( Q) a% x- P
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under1 R# e! I1 f: Z
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares8 K4 \) n" P; @ c
Series 18 and Preferred Shares Series 19 will not be required to pay tax on. G7 S' j* g* ?
dividends received on such shares under Part IV.1 of such Act. |
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