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发表于 2008-11-29 16:58
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下面是BMO的:0 u, [! m, N2 C" p! s# K
SUMMARY OF THE OFFERING
- x/ Z4 q, k1 y* J' 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’’.
( x+ _/ N4 i: h4 o" g7 _) ]% fIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18., Z- G& a9 _$ q' L7 R0 C9 R! ^
Amount: $150,000,000 (6,000,000 shares).
4 g1 N6 j2 T; IPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
' j: _, `+ ]$ J. APrincipal Characteristics of the Preferred Shares Series 18
9 N6 C9 j+ N1 o/ c9 s+ kDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
) e8 |+ V3 T0 Z1 r& N& p1 H3 k: C# Z9 hnon-cumulative preferential cash dividends, as and when declared by the- P0 ?; H! D/ o2 S: [
Board of Directors, subject to the provisions of the Bank Act, for the initial
, d7 u: ?: m9 E# p zperiod commencing on the closing date and ending on and including
2 h4 o! B% ~! b* _( e. EFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
1 Q- o, T& z3 M25th day of February, May, August and November in each year, at a rate
* w% O5 H- W( r3 L6 x* Wequal to $0.40625 per share. The initial dividend, if declared, will be payable
& G6 t% s. V0 R( E( I# N, hMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing4 h1 B* N7 I% [: R
date of December 11, 2008.5 s: j5 n2 ~7 N: _+ K
For each five-year period after the Initial Fixed Rate Period (each, a
: D- B. J1 O. _% M) [0 ?‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares4 V% z+ y- i2 d+ H( Z
Series 18 will be entitled to receive fixed non-cumulative preferential cash. d2 }! S: \. ]; k
dividends, as and when declared by the Board of Directors, subject to the
, g6 Z; i# Y1 T9 _, s/ K5 Mprovisions of the Bank Act, payable quarterly on the 25th day of February,) m: D" ^$ Z1 F; H
May, August and November in each year, in the amount per share per annum
~6 T. } @9 d+ ^6 ~# ?determined by multiplying the Annual Fixed Dividend Rate applicable to7 D8 T5 ]7 u# [8 [
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
+ g; |1 [% ?( t% e; IRate for the ensuing Subsequent Fixed Rate Period will be determined by the
4 y3 b# P; @2 s) Z9 r. kBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day* B2 A5 m; h5 h% [2 L8 f/ H
of such Subsequent Fixed Rate Period and will be equal to the sum of the
% s4 G7 F7 }: o) J( {6 IGovernment of Canada Yield on the applicable Fixed Rate Calculation Date- U1 G' S/ S+ t5 _/ X3 i
plus 3.83%.
A- E. O F6 s$ ~3 @; LIf the Board of Directors does not declare a dividend, or any part thereof, on& W$ z6 P/ A7 F! E
the Preferred Shares Series 18 on or before the dividend payment date for a3 q3 J" B% I! n- ~3 w7 u. O
particular quarter, then the entitlement of the holders of the Preferred
+ U7 D) Y# b! ]Shares Series 18 to receive such dividend, or to any part thereof, for such
8 f2 A3 N3 D2 oquarter will be forever extinguished.- H$ L# A7 L0 J2 w0 m$ Z
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
, h4 t& l% h6 P; X# T: V( y6 e lSuperintendent and to the provisions described below under ‘‘Details of the0 \1 ]# Z7 F/ O' |6 j
Offering — Certain Provisions of the Preferred Shares Series 18 as a7 }! A3 x4 p- E0 {* K, ?6 s1 e
Series — Restrictions on Dividends and Retirement of Shares’’, on$ G+ ?& {6 F. }- _
February 25, 2014 and on February 25 every five years thereafter, on not
4 s9 K. s% O; q. M2 Lmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any) j! W4 V7 t6 j$ A3 m& i. e
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
4 K" k3 y9 y" L( o/ xwithout the consent of the holder, by the payment of an amount in cash for
+ ]6 N3 w; z! ]! Veach such share so redeemed of $25.00 together with all declared and unpaid) u0 x3 d: r9 o0 x# @) q$ _1 D
dividends to the date fixed for redemption.
% g* c: h, ^4 j3 o! UConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic$ R! j& y) u) G4 n+ {- g3 _( U! r
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
# A5 c: e+ G4 Uthe right, at their option, to convert, on February 25, 2014 and on- s4 p7 o! M% W9 j* S
S-4, W; h9 d* j6 Q: i4 x
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any9 o6 P/ y9 I7 E& I
or all of their Preferred Shares Series 18 into an equal number of Preferred- S3 d+ L+ P7 D' F: m* Y% R e b
Shares Series 19 upon giving to the Bank notice thereof not earlier than* O" }) `2 g. z8 B0 a- ^
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day s" l9 q$ {$ A0 W% L
preceding, a Series 18 Conversion Date.3 K8 H* c8 u I Z6 h f# u; [
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
3 a8 l: H2 w U7 cProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
/ P# a; ^' I! n8 u- q9 WSeries 19, as the case may be, that there would be outstanding on such5 n! l# o1 x( T N( f2 q
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,8 i+ v9 N% B [, n( ^
such remaining number of Preferred Shares Series 18 will automatically be
. P1 }+ {( @/ Mconverted on such Series 18 Conversion Date into an equal number of0 J/ @+ @( @+ e' w
Preferred Shares Series 19. Additionally, if the Bank determines that, after7 `7 [7 Z5 ~+ K/ X2 H/ ~0 {
conversion, there would be outstanding on such Series 18 Conversion Date
0 b2 W# S+ L; q5 x G3 t1 uless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares, }& X5 ~% |( N# H
Series 18 will be converted into Preferred Shares Series 19.
! d6 l' t/ M- m& f/ EVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares- i" n' u4 b- s
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
5 [3 k+ w, r* m$ t4 Oany meeting of the shareholders of the Bank unless and until the first time at
# C. l! \" Q W0 j/ I* `: F% C8 Qwhich the Board of Directors has not declared the whole dividend on the6 @3 k# d7 M3 u" V6 P
Preferred Shares Series 18 in any quarter. In that event, subject as
+ ?& x; _2 Q5 b9 v2 h0 T3 vhereinafter provided, the holders of Preferred Shares Series 18 will be$ t I5 V( r5 n6 v* W* }* S$ H! _
entitled to receive notice of, and to attend, meetings of shareholders at which+ D* y" |; _' k6 V7 i2 P
directors of the Bank are to be elected and will be entitled to one vote for. y, }5 Z& B7 O& v7 k" V. I
each Preferred Share Series 18 held. The voting rights of the holders of the* e% k4 C3 `# U5 H: y; `1 E
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of" i* v6 d7 `' J. P* S; ] ^5 x
the first dividend on the Preferred Shares Series 18 to which the holders are+ X3 a' K/ V) [" ^! A! f3 I+ y3 `( ^
entitled thereunder subsequent to the time such voting rights first arose until+ {2 O1 a$ }, X. _
such time as the Bank may again fail to declare the whole dividend on the% w6 i* `6 T6 q6 a8 A& ~- H6 _
Preferred Shares Series 18 in respect of any quarter, in which event such
* a* Z; v# C- l/ |voting rights will become effective again and so on from time to time.
! m3 ~6 s" r+ c3 Q# o5 y3 HPrincipal Characteristics of the Preferred Shares Series 19/ T! E |9 i- o# y' h! z; ~/ Y7 S+ t
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
8 ^1 K4 }1 @+ s% o! A3 c4 @3 Zfloating rate non-cumulative preferential cash dividends, as and when- ~4 e' a# y2 u' i, L% `. _% z
declared by the Board of Directors, subject to the provisions of the Bank Act,
, [1 D1 e& G9 C2 Q( s8 _: ~payable quarterly on the 25th day of February, May, August and November
2 f. B: l% p/ w4 v7 o- min each year, in the amount per share determined by multiplying the7 p6 B: u, ^1 o" r- L* ~6 F8 H
applicable Quarterly Floating Dividend Rate by $25.00.1 z3 I& ], k; {7 ~0 Z4 K! s& F
On the 30th day prior to the commencement of the initial quarterly dividend
! ]) u! g+ i/ z& Eperiod beginning on February 25, 2014, and on the 30th day prior to the first+ e5 ]. u' Q2 o+ Q T' |
day of each subsequent quarterly dividend period (the initial quarterly
! C! Z; l1 y# M7 O8 V& t1 ~" K: fdividend period and each subsequent quarterly dividend period is referred to
' k+ o0 s0 I3 ?. m4 X& \as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the7 I) [0 t0 C2 q3 p+ |( e
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate. j/ M2 W1 ^1 }
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the0 X$ C5 n. O6 l: P
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days- U+ g1 m3 C4 B) h9 Z
elapsed in the applicable Quarterly Floating Rate Period divided by 365)% v4 p$ D/ R+ m+ F9 Y7 h- I7 Q( T
determined on the 30th day prior to the first day of the applicable Quarterly
4 ^0 G0 ]$ Y: rFloating Rate Period." h. L, v# y- Y" d
S-5. f+ U% u/ z7 d# B
If the Board of Directors does not declare a dividend, or any part thereof, on! j9 T8 l+ e1 V4 G% T6 [4 l- q
the Preferred Shares Series 19 on or before the dividend payment date for a
- G8 G8 Z& ?) ~6 Eparticular quarter, then the entitlement of the holders of the Preferred" b. Q& b$ j# y/ @1 j! P3 G
Shares Series 19 to receive such dividend, or to any part thereof, for such
' d# g% {# k( m0 nquarter will be forever extinguished.5 ^% S, E l" O% d
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the& M! Q- r% }: f& y' e7 _
Superintendent and to the provisions described below under the heading7 Y( K% v( ^, Z# K! N
‘‘Details of the Offering — Certain Provisions of the Preferred Shares" [; A- m- I6 n4 h2 ?& B6 ?# B3 f5 @) ^
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
% V4 o# Q/ Q$ @0 [; gon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
) H5 g G- s: ?9 ~" j% s4 dor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
5 g' |5 U: s$ C koption without the consent of the holder, by the payment of an amount in7 y9 `0 n. p, W3 \1 X$ {) d. F
cash for each such share so redeemed of (i) $25.00 together with all declared% [! |0 M* m# ~ z( F
and unpaid dividends to the date fixed for redemption in the case of
0 O7 I* L& o. zredemptions on February 25, 2019 and on February 25 every five years0 j- a8 m, Q9 y& q) w
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
* A. D) s& m6 W) e2 T" ?the date fixed for redemption in the case of redemptions on any other date
3 B. W$ Y& M' P( [: d; J5 w; Von or after February 25, 2014.1 c a6 O& k/ S5 I: y2 x; S; }
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
. T* J }/ g0 x1 {! l2 ?/ |" rShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have6 I# s* j" Y% s7 @4 ~& L; h% W
the right, at their option, to convert, on February 25, 2019 and on
! y3 S* C. {8 K! n5 e+ OFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
% r& {; {0 V: `/ B6 Gor all of their Preferred Shares Series 19 into an equal number of Preferred F4 H) s/ ?: ^
Shares Series 18 upon giving to the Bank written notice thereof not earlier* W/ A \, _/ t' L" O, H
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the, R9 |! [) H: E4 k! e- f. o
15th day preceding, a Series 19 Conversion Date.9 d: `; `7 _# X( p* V0 K0 z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered- R- ?# O; c+ H
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares0 d' V2 ^5 ]; C- V
Series 18, as the case may be, that there would be outstanding on such
4 B' r5 n9 L0 c* ]9 Y+ |Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
: J" }6 e: o( z. ^% nsuch remaining number of Preferred Shares Series 19 will automatically be
0 \! n; ~+ r8 z. [' n/ Z* \converted on such Series 19 Conversion Date into an equal number of" Z% g5 B, a2 i$ r
Preferred Shares Series 18. Additionally, if the Bank determines that, after
& F6 }+ T4 q8 U9 B6 |2 ~9 _ A! Pconversion, there would be outstanding on such Series 19 Conversion Date
& S! Z0 s# @9 V# mless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares$ _" G3 z. M& h" ]" m# A
Series 19 will be converted into Preferred Shares Series 18.
$ `3 P( }3 R- LVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
% A# L- [% w1 x9 V# j' CSeries 19 will not be entitled as such to receive notice of, attend, or vote at,! o2 U* ?) h. I2 t# b u
any meeting of the shareholders of the Bank unless and until the first time at
0 i$ P3 _6 C. e% }which the Board of Directors has not declared the whole dividend on the
. l2 P5 ^! |& |* D8 aPreferred Shares Series 19 in any quarter. In that event, subject as
( P! N1 r/ T1 p4 \4 ghereinafter provided, the holders of Preferred Shares Series 19 will be
8 g: ~+ b% L& h+ kentitled to receive notice of, and to attend, meetings of shareholders at which
: v1 b# `# o+ P# S) pdirectors of the Bank are to be elected and will be entitled to one vote for2 K$ l" D1 t. r/ p; O" k
each Preferred Share Series 19 held. The voting rights of the holders of the
; y( \- k0 I" R# y3 L4 X9 o/ _Preferred Shares Series 19 will forthwith cease upon payment by the Bank of) I& B" w( x2 X
the first dividend on the Preferred Shares Series 19 to which the holders are
5 J* Y% T# m0 Uentitled thereunder subsequent to the time such voting rights first arose until3 Z' r+ E6 ]" v V
such time as the Bank may again fail to declare the whole dividend on the
. R2 ~1 |- B2 YPreferred Shares Series 19 in respect of any quarter, in which event such% b/ @0 M; o( _, C
voting rights will become effective again and so on from time to time.
D5 y% _: Q- A IS-6
: D. \8 l6 r* ^4 ~+ P% Y! P8 cPriority: The preferred shares of each series of the Bank will rank on a parity with+ a, N' H- w; T" W' m3 `1 s. Z9 \
every other series and are entitled to preference over the common shares of
9 P8 M$ x8 @4 X3 M9 g2 bthe Bank and over any other shares of the Bank ranking junior to the
) q- B2 ?9 {" O6 A% Gpreferred shares with respect to the payment of dividends and upon any, x: j* }4 {7 B; b0 Z+ o
distribution of assets in the event of the liquidation, dissolution or
2 p. M1 _" F+ ewinding-up of the Bank.
: P9 B8 J* F$ B0 }6 kTax on Preferred Share The Bank will elect, in the manner and within the time provided under
+ j$ G; ?. g \' b; fDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares1 n( V8 X! R+ W# F+ b
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
/ H" I' d5 b. I# _, T% Qdividends received on such shares under Part IV.1 of such Act. |
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