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发表于 2008-11-29 16:58
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下面是BMO的:3 A7 M+ ~7 ?" g! Y: C
SUMMARY OF THE OFFERING- S7 x: w( k7 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’’.
/ O- Q {! w9 j' z3 `Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
# j# ]% m% o* Z3 a! \9 QAmount: $150,000,000 (6,000,000 shares).
8 p% u/ _3 C) cPrice and Yield: $25.00 per share to yield initially 6.50% per annum.# Q/ B) ?6 K z8 [: @! {* v( j$ |/ @
Principal Characteristics of the Preferred Shares Series 18" B2 }; |0 H' z0 N1 R1 g
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed% [6 m( B: A8 J6 O
non-cumulative preferential cash dividends, as and when declared by the
+ e$ E* j* t4 ]1 fBoard of Directors, subject to the provisions of the Bank Act, for the initial' I: b& V3 j. L- B4 u7 g
period commencing on the closing date and ending on and including
8 R9 R* S( W1 a0 Y0 H3 l" fFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
) }$ F- Q$ r" ^. K6 ^& y' v2 B25th day of February, May, August and November in each year, at a rate
. a L" t2 \# n! `5 f! u& }equal to $0.40625 per share. The initial dividend, if declared, will be payable
( k8 e* X4 T7 R$ d, vMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing) P& p1 L8 t6 D; y2 d( |% {
date of December 11, 2008.6 R4 ]; a2 d5 q/ b) K
For each five-year period after the Initial Fixed Rate Period (each, a7 P# D! B/ O! x2 D& p
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares5 ~" {" C3 t; M- y! o
Series 18 will be entitled to receive fixed non-cumulative preferential cash
" X, c/ b" U( _dividends, as and when declared by the Board of Directors, subject to the, O6 r9 E& S1 C. K
provisions of the Bank Act, payable quarterly on the 25th day of February,' v4 {# Y" a- O, I4 N+ r, N! M4 q' Z
May, August and November in each year, in the amount per share per annum3 G8 X4 y: z0 w7 t6 m) A
determined by multiplying the Annual Fixed Dividend Rate applicable to$ J$ O, A t* c C/ I2 o
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend3 F+ {4 c7 K( ]- }3 r" W) N9 `# U
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
8 U& T3 t- l) \. \ Y# h( }Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day5 ]9 _! i' q! H* O8 N" w4 {8 K
of such Subsequent Fixed Rate Period and will be equal to the sum of the
9 v% S+ ]3 Q2 Y/ @6 WGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
0 G2 j c7 q# P, eplus 3.83%.. h3 s! v* M6 k6 \2 a7 Q! p
If the Board of Directors does not declare a dividend, or any part thereof, on, P* t( _: h9 }' a9 f: N
the Preferred Shares Series 18 on or before the dividend payment date for a. V: @* |2 i k$ a; y( A8 m7 p
particular quarter, then the entitlement of the holders of the Preferred7 ?+ B+ s$ _) S) M0 i# Q$ S8 q
Shares Series 18 to receive such dividend, or to any part thereof, for such% R z0 W; r1 H8 G
quarter will be forever extinguished.
6 M5 l+ u) N; A! @4 @) pRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
; R! Z# H, { b$ W- } iSuperintendent and to the provisions described below under ‘‘Details of the
C9 G! Y* i7 }3 _/ hOffering — Certain Provisions of the Preferred Shares Series 18 as a
}8 \$ q3 x# I. jSeries — Restrictions on Dividends and Retirement of Shares’’, on! a6 V4 c/ C3 O" G6 B
February 25, 2014 and on February 25 every five years thereafter, on not; e( {6 B9 a( C
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
5 G% k/ a e Bpart of the then outstanding Preferred Shares Series 18, at the Bank’s option1 q/ d1 \& q5 P" j. t) }
without the consent of the holder, by the payment of an amount in cash for
. p" n5 C$ R! m3 h9 C6 u6 {each such share so redeemed of $25.00 together with all declared and unpaid. {9 J7 ^8 Z# T) ^, H+ _* V$ I; I
dividends to the date fixed for redemption.
& G6 T1 {8 i3 W7 ?+ t/ I2 MConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic7 C' P% D: t) U' g% N; @
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
6 h3 n% ^* ]) D* G3 Xthe right, at their option, to convert, on February 25, 2014 and on
6 U/ w% k1 W9 x% R; JS-4
/ a- C' @0 z. d* H' Z* H/ oFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any( d, e$ x- V' `, j
or all of their Preferred Shares Series 18 into an equal number of Preferred5 M9 k* P3 ]; C' \- C+ u
Shares Series 19 upon giving to the Bank notice thereof not earlier than* a0 q E7 T+ m+ K6 I
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day' _! z9 v% }8 b- |' j5 w
preceding, a Series 18 Conversion Date.3 {; H4 U1 ]* y2 D: |% i( C& O
Automatic Conversion If the Bank determines, after having taken into account all shares tendered3 t$ g. P3 \! x
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
' ~; i$ I( Y9 i- j9 v+ {Series 19, as the case may be, that there would be outstanding on such
/ k3 ~ ~4 |3 c& E* o- G4 j( _7 Z' ZSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
% `) u9 M6 X6 \% c1 ]# ]( Bsuch remaining number of Preferred Shares Series 18 will automatically be& o. C/ b+ L6 m) [
converted on such Series 18 Conversion Date into an equal number of' A! O; o7 N& b- X) ^1 U" f3 a# @
Preferred Shares Series 19. Additionally, if the Bank determines that, after
, r' X$ i" N0 k; V2 y8 Oconversion, there would be outstanding on such Series 18 Conversion Date
: Z h6 g/ Y9 S7 Eless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares- F& v" X. J3 n
Series 18 will be converted into Preferred Shares Series 19.
) U9 J9 ^) q& Q* W( k. \* t9 u0 @" ZVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 \+ J0 q6 _1 a
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
2 c5 }( R6 f7 G3 m" |any meeting of the shareholders of the Bank unless and until the first time at
6 T! q1 M% A8 `' v; Swhich the Board of Directors has not declared the whole dividend on the$ O h- k9 J* N, W
Preferred Shares Series 18 in any quarter. In that event, subject as; ]8 X) t3 H3 h# m6 J7 j* U* z
hereinafter provided, the holders of Preferred Shares Series 18 will be R. V4 h/ i! ^
entitled to receive notice of, and to attend, meetings of shareholders at which+ L" A& O; _' t5 f. B9 U, K; ^
directors of the Bank are to be elected and will be entitled to one vote for9 v; t. z' L7 g; p
each Preferred Share Series 18 held. The voting rights of the holders of the
. z& j. U( A5 [/ [Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
4 B1 Y, V. r0 _+ Ethe first dividend on the Preferred Shares Series 18 to which the holders are* ]5 m/ ]4 W$ {- k' X
entitled thereunder subsequent to the time such voting rights first arose until, L. u! M2 a2 ~* s6 Y2 G
such time as the Bank may again fail to declare the whole dividend on the
- e1 b: r j* |# aPreferred Shares Series 18 in respect of any quarter, in which event such
7 u# Z1 e1 ~7 I& `- `) Evoting rights will become effective again and so on from time to time.+ Z7 ^# h- t) K; l. N: X% @1 k8 u" E
Principal Characteristics of the Preferred Shares Series 19
* h4 d! F4 `/ L; u% b2 d `- EDividends: The holders of the Preferred Shares Series 19 will be entitled to receive! l. L8 o& q; h2 [
floating rate non-cumulative preferential cash dividends, as and when w9 j9 f, K% u
declared by the Board of Directors, subject to the provisions of the Bank Act,
# k0 N& { `# Kpayable quarterly on the 25th day of February, May, August and November
1 e4 X3 T1 S4 G$ _8 X( P) r* yin each year, in the amount per share determined by multiplying the
% J% r& T1 a! Y8 q' {( Z8 z+ ?applicable Quarterly Floating Dividend Rate by $25.00.
9 X4 e2 Q' S `On the 30th day prior to the commencement of the initial quarterly dividend
" z0 p2 l) d* F5 t5 W& a+ y+ ]7 \1 Operiod beginning on February 25, 2014, and on the 30th day prior to the first
$ x. y, \& `6 @+ M! c+ h1 pday of each subsequent quarterly dividend period (the initial quarterly
; P" I. @4 o$ N$ T. X, Ndividend period and each subsequent quarterly dividend period is referred to. k2 k" L" i/ C9 A4 `
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
, Y$ J. A8 \: @, X& N6 \5 j5 gQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate2 ]( L/ B' m6 W* ]1 w
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
5 J3 Z) @& R# |* GT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
- _% \' k% [! e5 Z$ Z, F. `6 @elapsed in the applicable Quarterly Floating Rate Period divided by 365)
- j5 p N! b5 y- j& `determined on the 30th day prior to the first day of the applicable Quarterly
( M' q: A3 [; y. ?- D. SFloating Rate Period. u$ j' E' c4 T B, s& y7 O
S-5
" @8 A. ~! e5 ^9 G; l4 d. [If the Board of Directors does not declare a dividend, or any part thereof, on5 Y& D9 ?: F4 X/ s. n' y& v& @
the Preferred Shares Series 19 on or before the dividend payment date for a+ z. T# [# e6 B' G% ^# v4 k- {
particular quarter, then the entitlement of the holders of the Preferred
# y# W: ^/ U, V' \! N+ WShares Series 19 to receive such dividend, or to any part thereof, for such$ e7 h. a) X5 m4 ?; E
quarter will be forever extinguished.- ?/ r* K; b4 Q& u% R
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
$ R. b2 H2 ~9 C: e/ j C% c# YSuperintendent and to the provisions described below under the heading* v7 O; H& z# k4 X9 V$ s4 `
‘‘Details of the Offering — Certain Provisions of the Preferred Shares: R+ j+ |7 k3 P( Z! D
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,- B9 N9 c1 o# M% J0 ?3 W0 ~# j
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all: _# E: j) ]4 x
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s6 f6 b; ^8 ?, j+ N+ P8 }
option without the consent of the holder, by the payment of an amount in: R+ j+ f5 V+ W- \; Q
cash for each such share so redeemed of (i) $25.00 together with all declared
/ h& d/ n h- w! `% q3 D" Kand unpaid dividends to the date fixed for redemption in the case of7 S+ ^. t8 c+ v7 L7 U
redemptions on February 25, 2019 and on February 25 every five years) J' v3 M3 N( j& O
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
6 P, d3 @* ]& j( {+ Y! W6 W4 `; Q! Rthe date fixed for redemption in the case of redemptions on any other date# O/ x' G( `" x/ L: g2 a! g' H
on or after February 25, 2014.
5 L9 A2 p8 M3 \) m3 z' ?" |: B; OConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic- i( u! [( Q1 p8 z, {) R) j
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
3 o8 p0 L( {! K" ]2 b5 N% Nthe right, at their option, to convert, on February 25, 2019 and on
$ Z0 w# l- b# V7 H) @February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
; u5 K5 x; f: p& F5 Q# g7 _or all of their Preferred Shares Series 19 into an equal number of Preferred
# A9 ~- i7 ^; I6 L0 m5 vShares Series 18 upon giving to the Bank written notice thereof not earlier
h' {* p, z% E% p) `than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
0 J' a8 l. E, U/ k& I15th day preceding, a Series 19 Conversion Date.
# e2 t" `4 I, ~) |7 D& \Automatic Conversion If the Bank determines, after having taken into account all shares tendered
4 @2 l$ b$ V. V& \1 R$ PProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares) c2 Z4 _. ]( X2 P/ A6 O m
Series 18, as the case may be, that there would be outstanding on such
- y, a6 f+ M. m: U' E9 e( P5 RSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,) B% E9 P, x9 u2 M6 P' w% z* e$ ~
such remaining number of Preferred Shares Series 19 will automatically be9 m& U; l3 z( ?# B
converted on such Series 19 Conversion Date into an equal number of& T) m ^, L) b# m* v, X" P7 t
Preferred Shares Series 18. Additionally, if the Bank determines that, after
" `" [" i2 h( B5 X# t5 Oconversion, there would be outstanding on such Series 19 Conversion Date2 v: x2 F9 `' F$ G* V! B+ q4 B7 ^
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares: G) C, i9 W' Q
Series 19 will be converted into Preferred Shares Series 18.& r" E1 o8 n& G9 Q- n
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares! b# ?- Y n" @7 I) {3 J5 @9 s4 P
Series 19 will not be entitled as such to receive notice of, attend, or vote at,1 r* s) E# f8 N+ Y2 [: x
any meeting of the shareholders of the Bank unless and until the first time at
8 Z3 K& J$ _5 t# s. Twhich the Board of Directors has not declared the whole dividend on the2 n! @, a/ h! ]1 Y" b% V9 \
Preferred Shares Series 19 in any quarter. In that event, subject as7 k+ T# r; w& I8 {- G
hereinafter provided, the holders of Preferred Shares Series 19 will be8 E- V% f5 j9 d% n8 G6 T: I
entitled to receive notice of, and to attend, meetings of shareholders at which- e5 i& ?1 Q& v0 I
directors of the Bank are to be elected and will be entitled to one vote for* C9 _6 `! c/ } s& K
each Preferred Share Series 19 held. The voting rights of the holders of the r' m5 @- h* P) p) f( I
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of7 B3 Z! m# g+ R" r' i
the first dividend on the Preferred Shares Series 19 to which the holders are' s6 N6 w4 u% o
entitled thereunder subsequent to the time such voting rights first arose until
6 v/ Y! z8 }7 r% ^' ~$ B% g' msuch time as the Bank may again fail to declare the whole dividend on the* u2 o) q( \2 K7 P6 N2 ^' z+ Q
Preferred Shares Series 19 in respect of any quarter, in which event such
6 Q! l+ ~4 m8 f9 R$ nvoting rights will become effective again and so on from time to time. A! @- k8 I$ I' d2 q+ X
S-6
# }* M" H8 e/ V. A. O3 GPriority: The preferred shares of each series of the Bank will rank on a parity with9 Q+ e1 a7 T1 U& k) |
every other series and are entitled to preference over the common shares of
. k& K' n( g% A0 ethe Bank and over any other shares of the Bank ranking junior to the, @2 S% K, k" q6 [5 c
preferred shares with respect to the payment of dividends and upon any6 [. V& X: S) n6 ?
distribution of assets in the event of the liquidation, dissolution or, ]1 ?/ G0 ?7 O; ]6 k
winding-up of the Bank.
" {: _1 l" M" Z6 |; }' Y' Z; wTax on Preferred Share The Bank will elect, in the manner and within the time provided under
, V" W/ d0 l/ Q# d& p" ]5 PDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares- ?4 c& ^. k5 t( Q& Q7 [0 T
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
8 E6 X# F' Y) z7 P/ Q! V* Odividends received on such shares under Part IV.1 of such Act. |
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