 鲜花( 26)  鸡蛋( 0)
|

楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的:4 d1 [/ o# Y9 W0 g. p4 ^
SUMMARY OF THE OFFERING
5 _4 R, q/ E- b( {, h* L0 DThis 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’’., y: C5 e9 C+ u* w, S( H
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.2 D; h+ b6 y+ W8 S; q
Amount: $150,000,000 (6,000,000 shares).% g/ f3 Z+ r: H4 N) C
Price and Yield: $25.00 per share to yield initially 6.50% per annum.* Z! k4 N9 N! ]) ?
Principal Characteristics of the Preferred Shares Series 18$ r" P# S* G0 |
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
1 A) J7 X7 }: I9 K knon-cumulative preferential cash dividends, as and when declared by the
' s8 e/ Y- b$ L" vBoard of Directors, subject to the provisions of the Bank Act, for the initial
. X$ N) i, L( F5 tperiod commencing on the closing date and ending on and including& l: A/ z/ b# @3 f
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the2 l+ n% B! b1 u' S. U5 r/ Z! i
25th day of February, May, August and November in each year, at a rate* a! S# X( w# }1 K: ^
equal to $0.40625 per share. The initial dividend, if declared, will be payable
- v2 }6 p; h' K0 QMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
. _, q& ]5 Y* U% i! wdate of December 11, 2008.$ R) P+ I9 H1 X1 _* d8 P2 L
For each five-year period after the Initial Fixed Rate Period (each, a. `* l6 G) B4 Q$ N
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares. @3 e% p. b. I) }; ]3 h
Series 18 will be entitled to receive fixed non-cumulative preferential cash3 j6 b) m% j8 R- N' ?
dividends, as and when declared by the Board of Directors, subject to the4 i2 M5 i0 T5 N W
provisions of the Bank Act, payable quarterly on the 25th day of February,
2 @, }! c9 N* x- N: mMay, August and November in each year, in the amount per share per annum1 F% m# G8 h" d0 b: P
determined by multiplying the Annual Fixed Dividend Rate applicable to
* I& W8 |, M% E v6 X) r" Isuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend& w: k+ [, U; \
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
% ]6 b: B" s7 lBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
- q* w6 P0 Y4 G, jof such Subsequent Fixed Rate Period and will be equal to the sum of the
" Y. z7 i7 v& Y2 O! R0 R4 UGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
2 W8 z1 ^6 ?+ g, v' o6 \& rplus 3.83%.
2 p( a3 Y9 Q( {9 q) H/ {8 ?If the Board of Directors does not declare a dividend, or any part thereof, on/ q" c: j0 \ |2 C; ~! S
the Preferred Shares Series 18 on or before the dividend payment date for a
# @$ g: g5 c- O* }" Oparticular quarter, then the entitlement of the holders of the Preferred3 _" |+ a* V2 R) R, H* t
Shares Series 18 to receive such dividend, or to any part thereof, for such$ p7 _9 }/ e6 W: `0 v# `
quarter will be forever extinguished. r3 {% O( r @! R7 c p6 ^: H
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the" i. ~9 U" [" V: m% k% [
Superintendent and to the provisions described below under ‘‘Details of the
9 r4 G0 w4 y/ l/ lOffering — Certain Provisions of the Preferred Shares Series 18 as a
8 ]9 ?- |# k/ D6 g# [Series — Restrictions on Dividends and Retirement of Shares’’, on
J' L# ]% B. k+ L4 y6 E; R) q1 EFebruary 25, 2014 and on February 25 every five years thereafter, on not
, ]* r0 j. W' k( H! d- m7 J- Jmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any! i7 w0 J `6 z1 V3 \0 h/ z
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
7 k/ e0 ^2 n4 G/ M4 Qwithout the consent of the holder, by the payment of an amount in cash for, I: p% @( O3 {9 z, }
each such share so redeemed of $25.00 together with all declared and unpaid
; v/ Q" B2 ~2 b; N7 y; N ndividends to the date fixed for redemption.
7 V0 M1 B4 `) S1 F; ^' u" i& i) K9 xConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
! m7 W' V) n/ g5 P9 G7 @; }+ hShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have* L a2 c# C# g+ d
the right, at their option, to convert, on February 25, 2014 and on
- K5 a E# \4 YS-4/ Q0 L# x0 z* Q. r$ @& H/ i# h, L
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any# X* u8 P* U' S& l5 Q
or all of their Preferred Shares Series 18 into an equal number of Preferred
+ y& Q# ?5 I% ~6 N9 r" l3 _Shares Series 19 upon giving to the Bank notice thereof not earlier than
& m' k" y# F. [: M, R30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day2 P7 Z2 S" x* \! A& f2 q
preceding, a Series 18 Conversion Date.. J7 p8 c+ G( T3 g/ h8 H
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
/ p' S8 b6 }. J& z4 ~9 NProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares' V9 y q* J5 @# h
Series 19, as the case may be, that there would be outstanding on such& a. Q* P( O' V4 N$ I$ g- j* I$ j
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
& K. R' B& l1 B0 Hsuch remaining number of Preferred Shares Series 18 will automatically be
8 h" F. t- K! i- e! ^; b k% uconverted on such Series 18 Conversion Date into an equal number of
1 h. L9 S0 Z0 j" G# N. lPreferred Shares Series 19. Additionally, if the Bank determines that, after
?1 H) X1 g, y0 R. J4 c1 Gconversion, there would be outstanding on such Series 18 Conversion Date
7 X& G# R9 o" s2 ]4 uless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
2 a o- F/ M% N4 m& Y0 w& o2 l) CSeries 18 will be converted into Preferred Shares Series 19.
# Y! Z+ ~$ I0 E2 VVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
3 c5 }9 W3 J- ?3 z2 h$ USeries 18 will not be entitled as such to receive notice of, attend, or vote at,$ {+ d; J2 |1 w* Q
any meeting of the shareholders of the Bank unless and until the first time at
: O2 y5 V; f5 W" O# Iwhich the Board of Directors has not declared the whole dividend on the! \5 R0 z7 e: H; Z c* U7 v
Preferred Shares Series 18 in any quarter. In that event, subject as
4 E. ]% v! {% p, K2 P1 A9 `hereinafter provided, the holders of Preferred Shares Series 18 will be: m. K9 Q! ]" G
entitled to receive notice of, and to attend, meetings of shareholders at which7 H0 N z5 j- C7 _6 i4 F1 c) v
directors of the Bank are to be elected and will be entitled to one vote for
9 b2 O, C, M, Yeach Preferred Share Series 18 held. The voting rights of the holders of the# p$ R3 Z" v: }* Q* S ?0 f) J8 C
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of: V& F( f& z; r- m: J- `) d' G
the first dividend on the Preferred Shares Series 18 to which the holders are/ G4 e+ p# }$ J
entitled thereunder subsequent to the time such voting rights first arose until
Q4 {/ L7 A5 f2 g0 S0 @3 s6 X; Lsuch time as the Bank may again fail to declare the whole dividend on the
3 u' @" x- t$ \# D V; PPreferred Shares Series 18 in respect of any quarter, in which event such
8 M5 \2 S9 m# T, \+ C0 f& E3 Ovoting rights will become effective again and so on from time to time.
/ T& U% \: a; S/ ]5 F! ~* X; tPrincipal Characteristics of the Preferred Shares Series 19
* v- q# D( o6 ?* X0 K4 u4 ?Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
; ] V- B" S" ~7 c3 y/ g6 A2 wfloating rate non-cumulative preferential cash dividends, as and when% M3 D3 K% j( ~1 `/ J$ e: h, |
declared by the Board of Directors, subject to the provisions of the Bank Act,
9 Q( i- I% U! s1 o" Q$ Cpayable quarterly on the 25th day of February, May, August and November
$ z& N/ f& b# f9 bin each year, in the amount per share determined by multiplying the: v9 J0 I% I6 S, [$ ^" D
applicable Quarterly Floating Dividend Rate by $25.00.$ b) O$ A+ l/ x9 c
On the 30th day prior to the commencement of the initial quarterly dividend
. Q5 ^/ e" ~4 q$ V" F, c' kperiod beginning on February 25, 2014, and on the 30th day prior to the first5 ~- e- T5 f# H5 C" s" U0 q
day of each subsequent quarterly dividend period (the initial quarterly9 w8 a- g' C: `) d: z/ p/ p
dividend period and each subsequent quarterly dividend period is referred to7 }+ B7 d9 ?( E! r( x0 U/ G
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
: k9 ^! o( ]8 bQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
. [7 _3 s+ c5 o5 J# x. V3 [Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
9 `' ^: F g9 p/ Z" z0 w `5 mT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days5 m( w* d9 `+ A/ ]( C* v
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
( |% q. \9 g' `) hdetermined on the 30th day prior to the first day of the applicable Quarterly
0 z. L1 U# K' B7 ]Floating Rate Period.8 E$ ^9 s6 r, d- N7 c C
S-5
3 q+ W- u# m5 r s7 h6 O' FIf the Board of Directors does not declare a dividend, or any part thereof, on
; ]2 c2 M" i3 g! z3 @* d! rthe Preferred Shares Series 19 on or before the dividend payment date for a
6 K: ^4 u. \# `& e: g) `9 f& h3 Rparticular quarter, then the entitlement of the holders of the Preferred
* ~) d% w2 D6 f" d z2 }Shares Series 19 to receive such dividend, or to any part thereof, for such
" V2 L$ c4 K% O# Q5 ]) y* bquarter will be forever extinguished.' ~+ P, S) N4 u& v: q$ W
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the$ c5 v2 g" C& D6 ]
Superintendent and to the provisions described below under the heading
0 {) w: {% d; O; v‘‘Details of the Offering — Certain Provisions of the Preferred Shares
, p6 `" T& Y! T& k8 JSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,* c& U5 a5 ^; n5 j" g7 b4 k. I
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
" ~7 f' u/ ?0 P+ m8 Ror any part of the then outstanding Preferred Shares Series 19, at the Bank’s
4 w% ?2 B0 i4 W1 koption without the consent of the holder, by the payment of an amount in
) `6 k" W. D2 Q9 d9 a# x& W6 }cash for each such share so redeemed of (i) $25.00 together with all declared
# U2 E( O2 y9 u% M: y$ kand unpaid dividends to the date fixed for redemption in the case of
; Y6 G+ j9 c1 [! {6 Y. }redemptions on February 25, 2019 and on February 25 every five years" y6 v& q8 P( w/ q- a' y
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
/ m: s8 @6 u* Y: ?& |the date fixed for redemption in the case of redemptions on any other date
3 P- t& @% m1 \ don or after February 25, 2014.! }& j) v6 P5 ~9 D7 s
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic W) h' \$ q1 X' i4 R+ M# X
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
" U& a. b/ C3 U- @! ythe right, at their option, to convert, on February 25, 2019 and on# ?% G% W& Z* q) H9 P1 V8 Q ^
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
1 @5 O+ ?) Z* W" ior all of their Preferred Shares Series 19 into an equal number of Preferred
# A& s4 R: A0 I5 hShares Series 18 upon giving to the Bank written notice thereof not earlier" A9 W7 i2 a1 U! q1 }
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the" {& m% z1 S" a8 Y) Q' [! C8 } H/ k
15th day preceding, a Series 19 Conversion Date.
, S I3 B9 ]3 H$ O, yAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
3 X b, o0 W( z1 CProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares$ e$ m" v4 K4 i% R. G
Series 18, as the case may be, that there would be outstanding on such+ R. J9 G/ t0 E5 L
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19, ?0 X, W6 @4 z. r
such remaining number of Preferred Shares Series 19 will automatically be
' ?1 k8 G7 G0 J1 Wconverted on such Series 19 Conversion Date into an equal number of3 U' c' a5 n0 I6 w0 }2 ]3 e
Preferred Shares Series 18. Additionally, if the Bank determines that, after9 v. C' N1 z* c7 \
conversion, there would be outstanding on such Series 19 Conversion Date+ Z6 ]. p+ y8 q x- k1 o( z r
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
( A4 b* K& ^" U8 Z" g, n1 ^Series 19 will be converted into Preferred Shares Series 18.
; w/ w) l9 l r1 h% HVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares6 @( d6 d; A% W3 r, [
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
* O6 `" _" y5 v% C9 iany meeting of the shareholders of the Bank unless and until the first time at% M/ n5 U2 e' ?' y0 `
which the Board of Directors has not declared the whole dividend on the
1 j2 c4 Z8 d9 x R+ h+ tPreferred Shares Series 19 in any quarter. In that event, subject as; G3 U+ W. @) S9 z# }+ U
hereinafter provided, the holders of Preferred Shares Series 19 will be
+ T6 T2 s+ M8 v8 h- `% P, c$ sentitled to receive notice of, and to attend, meetings of shareholders at which9 |' g% I6 m/ Y; N7 J& |
directors of the Bank are to be elected and will be entitled to one vote for/ V$ g: |4 t1 c3 Q, \
each Preferred Share Series 19 held. The voting rights of the holders of the
, _7 Q6 u( `% f, C, ~ NPreferred Shares Series 19 will forthwith cease upon payment by the Bank of, H( c! Y" a: d9 g) Y
the first dividend on the Preferred Shares Series 19 to which the holders are0 a1 j( _ `1 }, i# U
entitled thereunder subsequent to the time such voting rights first arose until( u F+ W+ `- h: I- F5 o" N0 c8 W& e* ?
such time as the Bank may again fail to declare the whole dividend on the
0 q i. W% J0 o" J3 |0 q3 gPreferred Shares Series 19 in respect of any quarter, in which event such! W' e9 G B1 R+ H% q
voting rights will become effective again and so on from time to time.2 s6 M: A' y! a% X. y, z
S-6
8 s e. Y" ^/ S. c$ l% h7 q0 NPriority: The preferred shares of each series of the Bank will rank on a parity with
4 S( e Q1 e0 e- S" B( kevery other series and are entitled to preference over the common shares of& Q' _7 n% y1 P$ V# ]8 T8 x0 z
the Bank and over any other shares of the Bank ranking junior to the( A$ S7 A" R+ A/ h' l* E" W
preferred shares with respect to the payment of dividends and upon any+ V" ~( M3 J) C6 ]. _% ~
distribution of assets in the event of the liquidation, dissolution or! I: m6 O- W! q
winding-up of the Bank.$ z" n% Q: A; `# e; y1 n6 C5 K& \
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
0 V* E7 s4 [9 @( N ODividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares& u v3 J9 P3 k$ |& y
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
! o* W! L5 R, u$ _! Odividends received on such shares under Part IV.1 of such Act. |
|