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发表于 2008-11-29 16:58
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下面是BMO的:. Z, y! Y! I( x' \7 e6 H P, |2 ~
SUMMARY OF THE OFFERING8 a3 o+ @& G. E
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’’.
% W' x+ b. t4 b% ~3 ]) E5 bIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.. @( O$ }2 A) e6 I" c9 ]) N
Amount: $150,000,000 (6,000,000 shares).* G& Z& s6 J3 ?
Price and Yield: $25.00 per share to yield initially 6.50% per annum.! W7 }! W) y% J& n6 V5 W2 R% A
Principal Characteristics of the Preferred Shares Series 18' |4 X9 z9 `; x; ]
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
' M1 }. g9 p6 j. E4 }- Hnon-cumulative preferential cash dividends, as and when declared by the
5 e: ]0 }! R! d( C2 aBoard of Directors, subject to the provisions of the Bank Act, for the initial% _5 F" R% g: w m
period commencing on the closing date and ending on and including, _; o( h* e: V
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the8 z" T$ r7 }! U& K' M) ~8 Y# B
25th day of February, May, August and November in each year, at a rate9 @5 E( j) R c2 r+ d6 v. W
equal to $0.40625 per share. The initial dividend, if declared, will be payable
) T: M) h$ P7 dMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing1 C4 p& l7 K x1 _2 r
date of December 11, 2008.
3 m8 P8 P9 \% i" Z' b& HFor each five-year period after the Initial Fixed Rate Period (each, a7 X+ j1 |1 n& J
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares# H9 T6 I1 q( Q8 P
Series 18 will be entitled to receive fixed non-cumulative preferential cash
- V) k6 s/ Q0 l: Hdividends, as and when declared by the Board of Directors, subject to the/ k2 t# Y2 o8 M
provisions of the Bank Act, payable quarterly on the 25th day of February,0 L4 }& E7 K8 h1 K. b. C+ P
May, August and November in each year, in the amount per share per annum
9 n; M2 J1 U/ M7 x7 ?determined by multiplying the Annual Fixed Dividend Rate applicable to6 `/ a6 E1 K. s; a% w9 W
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
2 W6 M$ X) W! CRate for the ensuing Subsequent Fixed Rate Period will be determined by the" }) ]( A# H1 S' I' L
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day5 f! x' C) `# H- g. R4 m
of such Subsequent Fixed Rate Period and will be equal to the sum of the! p& j- B" ~: f; e' E% \1 [ X; p! E
Government of Canada Yield on the applicable Fixed Rate Calculation Date
2 }: V( n# X0 eplus 3.83%.) E7 ]: I6 v( M! |: b3 S+ V
If the Board of Directors does not declare a dividend, or any part thereof, on
3 \8 Y6 i& D* xthe Preferred Shares Series 18 on or before the dividend payment date for a
8 `) s T* @1 E$ r' y3 Uparticular quarter, then the entitlement of the holders of the Preferred3 w! ^+ t Y0 W: s2 B0 I
Shares Series 18 to receive such dividend, or to any part thereof, for such
% ~; g2 @" w8 v3 tquarter will be forever extinguished.+ T. t' M3 b4 F9 @8 W( i
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
3 I/ E! Q/ B; \% ASuperintendent and to the provisions described below under ‘‘Details of the
2 k' b2 {$ X: N$ l# C' b+ iOffering — Certain Provisions of the Preferred Shares Series 18 as a7 h( D, S0 `. L% a/ g- P+ w j
Series — Restrictions on Dividends and Retirement of Shares’’, on
' i. j9 y6 U& [3 FFebruary 25, 2014 and on February 25 every five years thereafter, on not
, ]) ?) Q" _) _9 W/ b6 p; bmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any' I( ?7 g1 O1 C! b$ q: l6 ]! P
part of the then outstanding Preferred Shares Series 18, at the Bank’s option2 D, L2 o! \8 G
without the consent of the holder, by the payment of an amount in cash for
X" S/ ~) Q* K3 |* W! neach such share so redeemed of $25.00 together with all declared and unpaid* q1 L }: p' `9 m/ G
dividends to the date fixed for redemption.7 }$ e. d4 z+ t: [8 J( X5 X5 i" V
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
) m# o1 N8 h, W& N$ a6 n0 gShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have4 k/ o" g) I" K$ ^1 ]3 c \& S
the right, at their option, to convert, on February 25, 2014 and on+ w8 r3 a [' B
S-4* j8 z4 B8 l& E J) b4 x
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any' X8 T: [" w% n4 f# A
or all of their Preferred Shares Series 18 into an equal number of Preferred0 {! H! @8 `: d i1 ~
Shares Series 19 upon giving to the Bank notice thereof not earlier than" V$ q9 G7 N6 |2 Y7 B
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day6 g( H8 V8 {5 E( Y# v Q3 D
preceding, a Series 18 Conversion Date.
. C1 r- f6 u# p/ k6 L1 G& w" Z! s( V$ LAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
_6 L" m I9 Q, WProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares( q( q4 J+ a! V' a+ S
Series 19, as the case may be, that there would be outstanding on such" [/ n7 Z6 z+ k# {) @
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,6 R \ ^+ N+ {) S. b$ _
such remaining number of Preferred Shares Series 18 will automatically be, [* S; y0 J& h/ p4 u
converted on such Series 18 Conversion Date into an equal number of
" |; P. M# @: t/ _4 zPreferred Shares Series 19. Additionally, if the Bank determines that, after$ M$ Z# N4 d7 l2 Q8 D
conversion, there would be outstanding on such Series 18 Conversion Date# J" f/ }# D7 S6 _, N9 f; z3 o0 e) C M
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares9 F& Y1 Z9 c Z* g' O! H. z
Series 18 will be converted into Preferred Shares Series 19.
; B5 f6 {$ S: YVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares1 K+ M* b9 w$ B6 |# |( b
Series 18 will not be entitled as such to receive notice of, attend, or vote at,2 I% \% r- D) Q: M% N; u, {3 J
any meeting of the shareholders of the Bank unless and until the first time at# i w) x- B4 q$ A" v" H, O
which the Board of Directors has not declared the whole dividend on the
# h2 c' d3 L7 }Preferred Shares Series 18 in any quarter. In that event, subject as/ c; H% m$ c$ X+ \% y
hereinafter provided, the holders of Preferred Shares Series 18 will be
) T) O; t+ c7 {1 O4 V1 }$ pentitled to receive notice of, and to attend, meetings of shareholders at which8 A* N8 t, L' C2 `
directors of the Bank are to be elected and will be entitled to one vote for
+ E7 [2 F6 ]9 u% y3 beach Preferred Share Series 18 held. The voting rights of the holders of the$ f: @! u* j3 s( A) Y
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of2 _5 L1 e. I1 C7 E
the first dividend on the Preferred Shares Series 18 to which the holders are3 m- o/ Z& u9 z m
entitled thereunder subsequent to the time such voting rights first arose until
# u4 a# A/ F9 W8 C4 X6 Gsuch time as the Bank may again fail to declare the whole dividend on the
" o* o( e# U9 h' D4 APreferred Shares Series 18 in respect of any quarter, in which event such
. ?! x, M$ u% {/ e' a# c4 Ivoting rights will become effective again and so on from time to time.) j* K8 {0 m2 L" a5 `) t( W
Principal Characteristics of the Preferred Shares Series 19; y6 D. _( F! o% T2 U
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
L3 n3 j/ [# Q& i1 Sfloating rate non-cumulative preferential cash dividends, as and when; J2 S: H6 Y. p. F2 s6 ~6 P
declared by the Board of Directors, subject to the provisions of the Bank Act,# H- D& ^' Z0 U9 d( u6 o- n/ l4 d) I
payable quarterly on the 25th day of February, May, August and November
. m1 s" }1 f" s: ^2 Nin each year, in the amount per share determined by multiplying the
# ]1 y/ ?* M5 o1 S8 L6 ~applicable Quarterly Floating Dividend Rate by $25.00.7 J* ^& {6 j9 I" a# p) Z7 f( V# M
On the 30th day prior to the commencement of the initial quarterly dividend
5 @7 X/ s5 I: \1 E% w7 vperiod beginning on February 25, 2014, and on the 30th day prior to the first: M! m2 P0 C5 ~$ H% o0 d
day of each subsequent quarterly dividend period (the initial quarterly' d: b8 z3 T' E0 ~
dividend period and each subsequent quarterly dividend period is referred to
$ N0 c) t3 v- X$ l; xas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the( T* v7 ^ a8 y1 o! v, s
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate8 k- b2 ~$ ]* v! \
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the! p2 C* A$ Y( q- W, e( I4 h0 i
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
; Z! h* C, J1 [) s$ ]elapsed in the applicable Quarterly Floating Rate Period divided by 365)
& Z. ~2 k2 X# t4 u1 d' Wdetermined on the 30th day prior to the first day of the applicable Quarterly0 ^5 }4 P1 I( h0 J0 g8 z
Floating Rate Period." Y- b2 F! M, d* P( M. V
S-56 x6 t N& o% Q' x7 _( f3 Q1 w
If the Board of Directors does not declare a dividend, or any part thereof, on; K& s4 V2 {8 N( O4 v) M0 D7 O! s
the Preferred Shares Series 19 on or before the dividend payment date for a
$ h6 J3 J0 T+ t( p$ N) {! @particular quarter, then the entitlement of the holders of the Preferred3 K2 q$ T4 L/ w6 a. p7 d" l4 L( w
Shares Series 19 to receive such dividend, or to any part thereof, for such1 V4 _ \, Z) F9 a: }+ G
quarter will be forever extinguished." M( U% n8 ~! G5 a
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
+ K; e- ~) P& N7 P. x: `) fSuperintendent and to the provisions described below under the heading
! B! H1 U3 b0 ?; Y" V5 [8 C‘‘Details of the Offering — Certain Provisions of the Preferred Shares
, m$ N Q6 s3 A, P fSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’, M7 X7 t) h7 S* n9 @. ^8 D$ R+ Y
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
" _6 F3 z" B& E; Y" q( ?& E3 D2 W* ]or any part of the then outstanding Preferred Shares Series 19, at the Bank’s9 |( V5 H' [/ `0 s. f1 l
option without the consent of the holder, by the payment of an amount in# D! {/ T3 C( D3 w" ]0 [: s v- `
cash for each such share so redeemed of (i) $25.00 together with all declared
1 L6 _* M3 z1 A& p% h9 gand unpaid dividends to the date fixed for redemption in the case of
( T! ~ ~- |& t. J, u" |redemptions on February 25, 2019 and on February 25 every five years
7 B7 k0 X1 M9 L; L* M8 Gthereafter, or (ii) $25.50 together with all declared and unpaid dividends to; d3 g s* D4 ~4 S" @; Z+ u
the date fixed for redemption in the case of redemptions on any other date. Z6 q7 }, ?- l% {& z
on or after February 25, 2014.
: s- C( e( I0 G4 iConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
. A. R. d6 m" o% P" S/ cShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
$ e3 a+ p3 z' G, x U/ @: |3 Dthe right, at their option, to convert, on February 25, 2019 and on
# @- x/ |- s$ @- i! HFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any2 I! K/ ]4 e- t- @5 O! l+ R
or all of their Preferred Shares Series 19 into an equal number of Preferred
2 ~+ \7 h" @7 \9 K4 M9 V0 rShares Series 18 upon giving to the Bank written notice thereof not earlier5 g0 g! ~7 N. v+ `# ?4 A6 [
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
7 k) T/ w; B6 ~. e5 M4 W4 [0 O+ @7 Z15th day preceding, a Series 19 Conversion Date.
- w! Q! S9 c' EAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
& L5 G. ?# A: M0 ]/ E) {6 S$ o, T, NProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares1 U* _8 C$ p: p I7 H6 u
Series 18, as the case may be, that there would be outstanding on such
& Z; l; l8 q: O: \Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
. m3 E; x3 a* Bsuch remaining number of Preferred Shares Series 19 will automatically be& v) D' u- q- i. ?) Q
converted on such Series 19 Conversion Date into an equal number of% Y" B9 |. E* b1 m P6 a" f
Preferred Shares Series 18. Additionally, if the Bank determines that, after
6 z, ?- J& j/ d2 {; o5 u- Rconversion, there would be outstanding on such Series 19 Conversion Date+ S: j( S1 z. m" G& f8 p: y
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares* |% k- D# F& j) S6 N B' [
Series 19 will be converted into Preferred Shares Series 18.
1 E; H+ Q% B$ ]$ G$ B; Z$ fVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 [, ?- N3 y2 M9 d. k0 A& |( CSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
3 B V0 N8 q8 w1 F9 @any meeting of the shareholders of the Bank unless and until the first time at7 u4 z( I6 Z/ i) ^8 Q, Y
which the Board of Directors has not declared the whole dividend on the+ m! m0 I5 l0 d/ _, _3 i
Preferred Shares Series 19 in any quarter. In that event, subject as
9 Z9 w4 W$ h6 W/ ^! y0 t6 o1 Yhereinafter provided, the holders of Preferred Shares Series 19 will be
8 s: n1 @2 r1 R2 [entitled to receive notice of, and to attend, meetings of shareholders at which5 N# A; }9 N) v$ e' B
directors of the Bank are to be elected and will be entitled to one vote for5 g( i9 Q. b( U6 F; d
each Preferred Share Series 19 held. The voting rights of the holders of the7 n! |1 e( z/ q) V
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of- r3 `3 a9 L/ u& ~+ r& O; U6 v
the first dividend on the Preferred Shares Series 19 to which the holders are5 }6 x3 @, I$ N& [5 T
entitled thereunder subsequent to the time such voting rights first arose until
, R* e/ @; e$ }" d9 n0 I+ Gsuch time as the Bank may again fail to declare the whole dividend on the5 U6 B* q1 b2 o* I) v) q7 U4 s8 @
Preferred Shares Series 19 in respect of any quarter, in which event such0 d# z0 H, o. X; T5 `
voting rights will become effective again and so on from time to time.' w& l7 u* Q4 ]0 z4 O+ {; M
S-6& ^& z$ A. e2 k+ @
Priority: The preferred shares of each series of the Bank will rank on a parity with/ F% p) g6 s- K) j0 K+ j
every other series and are entitled to preference over the common shares of# u# G$ \- C+ K" c! O
the Bank and over any other shares of the Bank ranking junior to the8 p" ]4 E4 c3 j* G) y2 b5 C' E8 [
preferred shares with respect to the payment of dividends and upon any
! J1 |* ]* \8 v' r- Q; e9 Kdistribution of assets in the event of the liquidation, dissolution or1 X1 x- v# }2 p0 r
winding-up of the Bank. v( X8 W8 S% O0 K9 |8 e
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
( z1 v" z: P3 t7 YDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares% g3 p: R; R5 r" y7 O
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
% W4 Y1 D6 w2 L ]0 l4 Odividends received on such shares under Part IV.1 of such Act. |
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