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发表于 2008-11-29 16:58
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下面是BMO的:: K$ q+ e8 E2 r$ F- T$ y# t0 L
SUMMARY OF THE OFFERING
1 d* |) B5 U) _- {6 p9 \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’’.% \+ P$ z! X) O( V' t' x0 V
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.9 M4 Z! ^+ H: A2 ` C! A. e
Amount: $150,000,000 (6,000,000 shares).9 [$ D" B6 {0 M* v0 K
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
4 [. G' o6 G' S) ~$ mPrincipal Characteristics of the Preferred Shares Series 18
+ e$ q8 n Z1 i- m8 R2 UDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed9 U# J/ c6 J: j4 m# |
non-cumulative preferential cash dividends, as and when declared by the" S' m; o- ]3 J( L4 E: d
Board of Directors, subject to the provisions of the Bank Act, for the initial, e7 S; t v5 X4 L
period commencing on the closing date and ending on and including' e& X3 f/ W! N4 `0 M* H
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the" Q1 g( r- v& _; X/ h# P
25th day of February, May, August and November in each year, at a rate. X- S2 f6 G& ?
equal to $0.40625 per share. The initial dividend, if declared, will be payable
9 h- k) v* @1 u7 Q! ~May 25, 2009 and will be $0.73459 per share, based on the anticipated closing; D& G* y1 t6 d6 h
date of December 11, 2008.
2 {* k; j! F0 B- U3 m! Y; p0 CFor each five-year period after the Initial Fixed Rate Period (each, a
( m: ?( R! {4 q‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares/ q' t+ V5 {2 K2 X$ G; r; d
Series 18 will be entitled to receive fixed non-cumulative preferential cash
) L' X2 X G$ V4 k5 {2 j7 Ndividends, as and when declared by the Board of Directors, subject to the& J @) R8 {( R/ }3 H/ R# |+ x
provisions of the Bank Act, payable quarterly on the 25th day of February,
6 j3 L8 U; b+ s/ cMay, August and November in each year, in the amount per share per annum
* u9 k- {: k d/ Z3 udetermined by multiplying the Annual Fixed Dividend Rate applicable to0 N9 ^" J) M- e/ R+ U
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
8 B2 B0 x5 {. J& m ^Rate for the ensuing Subsequent Fixed Rate Period will be determined by the! _- }) D; e) B0 f
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
w! @- Z8 `! L; K/ H! X: gof such Subsequent Fixed Rate Period and will be equal to the sum of the
- _7 D6 `# x+ w) E/ A" PGovernment of Canada Yield on the applicable Fixed Rate Calculation Date% s) ]- X+ ?. y! X$ D8 X; ^
plus 3.83%.
* w. X0 A+ i; [: |8 t+ V4 wIf the Board of Directors does not declare a dividend, or any part thereof, on
* x: u6 I m" ~8 H; C( ?0 Lthe Preferred Shares Series 18 on or before the dividend payment date for a
5 N. ~6 Z" l- l/ uparticular quarter, then the entitlement of the holders of the Preferred) W; q4 d, \4 I/ p8 V/ Y
Shares Series 18 to receive such dividend, or to any part thereof, for such5 j) C$ ~8 m) e' `) I1 X: r9 [2 X
quarter will be forever extinguished.% b/ n! r2 G! k5 S9 X
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
% j j. L8 [0 v/ O# S" ~4 b# D! SSuperintendent and to the provisions described below under ‘‘Details of the
" g6 R! ~! a% {4 t) l2 p! tOffering — Certain Provisions of the Preferred Shares Series 18 as a. l! m: D/ V% N( _0 i, }, `
Series — Restrictions on Dividends and Retirement of Shares’’, on
5 ?8 Y& C: X7 N# @2 S' Y xFebruary 25, 2014 and on February 25 every five years thereafter, on not: ?# @4 D* y4 ?; O/ v/ H5 R
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any# W! i- m9 C& j. i1 I
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
( I$ K% E/ l y* M1 `without the consent of the holder, by the payment of an amount in cash for
% f4 N, g3 s% O8 G" i/ C- }& xeach such share so redeemed of $25.00 together with all declared and unpaid* Y2 s- n Q2 |2 c2 D
dividends to the date fixed for redemption.* U) |- ~' {7 \2 R7 ?) N
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic+ O2 W" [# l; |: a
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have' [8 u- r/ M, e% O. X% k" v
the right, at their option, to convert, on February 25, 2014 and on
% {/ V. V; `' u- H: L, |S-4
$ }) y) \! ^& X l& |February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any8 U$ Q) O* e- d' |
or all of their Preferred Shares Series 18 into an equal number of Preferred
, I; l6 `! g' {6 P3 OShares Series 19 upon giving to the Bank notice thereof not earlier than
) @) G8 i7 L* u# u @9 m8 F0 o: e30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
, [" }6 H/ y4 d" ]* {preceding, a Series 18 Conversion Date.
/ R0 [6 M" A- s; Z- ~* g* `Automatic Conversion If the Bank determines, after having taken into account all shares tendered. y& a; A5 z$ j* i) \$ O3 n
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares* R7 _" s# h, \; R1 R
Series 19, as the case may be, that there would be outstanding on such
" H& n; v1 e( ?' K O+ mSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,3 g$ ]; U* |/ K f( X8 C
such remaining number of Preferred Shares Series 18 will automatically be1 V# O" T7 y& ?' N% Z3 s
converted on such Series 18 Conversion Date into an equal number of1 o3 y7 R6 H* p/ h+ q- d1 n# \
Preferred Shares Series 19. Additionally, if the Bank determines that, after$ @/ `8 w5 u; E/ ~0 `
conversion, there would be outstanding on such Series 18 Conversion Date
/ Q* @0 }- I7 Tless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
' `! l2 z2 C2 u3 m! hSeries 18 will be converted into Preferred Shares Series 19.
- O1 W8 a! h o2 @' g, yVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
4 P7 B4 w8 M+ c w; ?* e+ K1 ISeries 18 will not be entitled as such to receive notice of, attend, or vote at,- g- { T9 b, M$ }3 t
any meeting of the shareholders of the Bank unless and until the first time at
8 N' C( D9 `! f. z n* m% x" a, owhich the Board of Directors has not declared the whole dividend on the
Z. ~2 g; G. |9 E, V3 z" zPreferred Shares Series 18 in any quarter. In that event, subject as A- @! b2 P2 a6 a! Q
hereinafter provided, the holders of Preferred Shares Series 18 will be% t/ Q, |2 u: i: C3 T {
entitled to receive notice of, and to attend, meetings of shareholders at which6 @9 R- d, o& |) g6 n
directors of the Bank are to be elected and will be entitled to one vote for% A& ]- K6 m) A- K2 \$ _: u: q# s* h
each Preferred Share Series 18 held. The voting rights of the holders of the1 U8 b; m, ~% M9 m' z: M9 y
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
: q }7 o3 g! s8 s! Sthe first dividend on the Preferred Shares Series 18 to which the holders are
2 O: m4 E& t8 K- K6 hentitled thereunder subsequent to the time such voting rights first arose until1 Z: d6 V* U3 M8 e0 x/ M
such time as the Bank may again fail to declare the whole dividend on the
6 [' R8 K V" G9 J W( v1 r; FPreferred Shares Series 18 in respect of any quarter, in which event such8 k1 {& [) [' _8 m) x. J7 v
voting rights will become effective again and so on from time to time.
" |$ i* q) ^" {" C$ c5 A0 wPrincipal Characteristics of the Preferred Shares Series 19
6 q# Z7 U7 K. e$ gDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
$ O. e0 u& N9 e+ n" D$ y4 \floating rate non-cumulative preferential cash dividends, as and when
; I$ ^$ N" h& q& Q2 G, odeclared by the Board of Directors, subject to the provisions of the Bank Act,
8 S, M9 e. Q8 I' dpayable quarterly on the 25th day of February, May, August and November
3 X) |2 `4 E) s# g% K& Win each year, in the amount per share determined by multiplying the
4 A; x+ D4 l" B. Q* W& T( mapplicable Quarterly Floating Dividend Rate by $25.00.' O8 l4 Q; W/ m6 `7 i
On the 30th day prior to the commencement of the initial quarterly dividend: C7 R K( _- Y7 _
period beginning on February 25, 2014, and on the 30th day prior to the first( ~- K2 m) Z$ s/ `
day of each subsequent quarterly dividend period (the initial quarterly
4 G* e- g' p8 p4 M$ ndividend period and each subsequent quarterly dividend period is referred to
* E/ _9 b* P. z3 ^0 kas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
4 u2 p" s( q# P5 `6 }Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate S# K* d/ D h
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the: Z0 `/ M) d! E, L' m# _1 r/ Q" m
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
2 Y7 z6 M/ a+ ~4 p( N8 g f$ A2 W; Uelapsed in the applicable Quarterly Floating Rate Period divided by 365)
3 s6 B2 L y5 B4 t N9 ~determined on the 30th day prior to the first day of the applicable Quarterly) N h& _# w) b2 }
Floating Rate Period.7 {! t$ h: s, w: @1 o5 \( t
S-5+ r% D9 o) d& `( l1 v
If the Board of Directors does not declare a dividend, or any part thereof, on3 f! F! |. z6 C! O
the Preferred Shares Series 19 on or before the dividend payment date for a
0 _" F$ L2 @ [" I7 Bparticular quarter, then the entitlement of the holders of the Preferred' V: v0 f/ c+ | P
Shares Series 19 to receive such dividend, or to any part thereof, for such1 t: }5 r" H( \0 g
quarter will be forever extinguished.6 H. h' v' C2 f
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the/ E+ u" Q, y% ^* C9 c. @" K3 U
Superintendent and to the provisions described below under the heading: u. k, \# G9 Q' e
‘‘Details of the Offering — Certain Provisions of the Preferred Shares; t' y4 c* p: J
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,3 `6 Y' w" G/ A. A! E& c6 K5 Q+ e
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
% I; o" @: V$ O4 ~or any part of the then outstanding Preferred Shares Series 19, at the Bank’s8 ~( F. |! E) l/ ]1 O, Q
option without the consent of the holder, by the payment of an amount in
" Y0 t* X& ?; |5 Q8 a! u3 Mcash for each such share so redeemed of (i) $25.00 together with all declared
& V3 d: P0 F6 z' Z4 ~8 A# sand unpaid dividends to the date fixed for redemption in the case of
. y6 o& S$ l# q* ]redemptions on February 25, 2019 and on February 25 every five years$ Q5 ^6 \( F x5 _) [( I+ S3 t
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to/ ?# U9 ^/ X) G0 ~% z% h2 D
the date fixed for redemption in the case of redemptions on any other date! L7 i8 Y1 N/ M! ~/ W/ k8 s
on or after February 25, 2014.* R7 L& F8 o, \3 z
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
O5 Z+ I9 g y2 ^& r- o# c8 rShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
9 `- l" _" s3 Vthe right, at their option, to convert, on February 25, 2019 and on. ~; z3 e( k c
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any9 f1 P; l, y8 y6 `' [3 k7 r2 s! I
or all of their Preferred Shares Series 19 into an equal number of Preferred
# d; Z2 E7 n: a+ h, E' `: UShares Series 18 upon giving to the Bank written notice thereof not earlier7 ~) t3 M: J" \3 P
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the' B& b+ a5 T; {% X; M. d
15th day preceding, a Series 19 Conversion Date.
: [: F$ M6 S. w! w% [8 Y) P0 MAutomatic Conversion If the Bank determines, after having taken into account all shares tendered$ L& n) z6 X+ l; c4 e
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares4 T7 z1 w8 p& J
Series 18, as the case may be, that there would be outstanding on such" @% F1 L, |* X
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
9 h8 k# ~; B& g5 y' n; x3 Bsuch remaining number of Preferred Shares Series 19 will automatically be8 w. H% E; [! C8 K; \
converted on such Series 19 Conversion Date into an equal number of5 j( F) b) E! R$ q+ s% k
Preferred Shares Series 18. Additionally, if the Bank determines that, after7 H. j2 Z& p r* o) G6 S
conversion, there would be outstanding on such Series 19 Conversion Date* D7 z3 w% y8 k/ \0 s- c
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares9 g$ n' M" A$ s5 ~
Series 19 will be converted into Preferred Shares Series 18.& X8 f5 k: p% Q J
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares d4 \/ [0 ], ^: _
Series 19 will not be entitled as such to receive notice of, attend, or vote at,1 m8 o8 P2 e8 v1 s4 [5 Q
any meeting of the shareholders of the Bank unless and until the first time at1 \* g2 c5 g- i; U1 k* e
which the Board of Directors has not declared the whole dividend on the2 _5 X+ O1 p7 d% F. l: p
Preferred Shares Series 19 in any quarter. In that event, subject as$ I% F% `& ?; i5 w
hereinafter provided, the holders of Preferred Shares Series 19 will be
% U, E$ m [3 M$ f Z& c7 t+ O yentitled to receive notice of, and to attend, meetings of shareholders at which
" @5 a' Y0 j5 k( U6 l+ b5 ^* Gdirectors of the Bank are to be elected and will be entitled to one vote for. |6 m, h+ m1 n. `8 T/ `9 r
each Preferred Share Series 19 held. The voting rights of the holders of the
; e. \& m# ]% E7 `0 h% kPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
& L: H: k* i9 {- Z, P/ S |" vthe first dividend on the Preferred Shares Series 19 to which the holders are. x' _' c9 T- w
entitled thereunder subsequent to the time such voting rights first arose until
# C3 P. C: `: K+ q! Hsuch time as the Bank may again fail to declare the whole dividend on the% ~2 X" ^* O5 K6 ^ `$ x9 S8 _9 D
Preferred Shares Series 19 in respect of any quarter, in which event such7 h% \! C/ V5 Y! f9 f8 w
voting rights will become effective again and so on from time to time.# M) A8 T1 [6 ^ _- d% {1 B. H
S-6
! `1 p% [) x, w8 S8 NPriority: The preferred shares of each series of the Bank will rank on a parity with
' [. i6 e& }" T9 `6 \# z4 _( V" b3 `every other series and are entitled to preference over the common shares of
( c( x! F9 a. K, f0 Z3 R% N0 sthe Bank and over any other shares of the Bank ranking junior to the" N/ J' N7 ~+ q1 H- h5 I8 T) e
preferred shares with respect to the payment of dividends and upon any
" o2 e/ p$ ?5 L3 i6 Adistribution of assets in the event of the liquidation, dissolution or
/ R1 U* r, @- F, h! A: Mwinding-up of the Bank.
( M6 R5 {1 z b- \Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
7 |8 v6 b; P- Q+ h' I" MDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
4 n( W( i0 }( Z3 ~Series 18 and Preferred Shares Series 19 will not be required to pay tax on8 _. ^0 O3 ~: A% t7 T6 G+ h+ O$ ]2 V
dividends received on such shares under Part IV.1 of such Act. |
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