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发表于 2008-11-29 16:58
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下面是BMO的:3 c( h5 L# G4 s* i
SUMMARY OF THE OFFERING& T- K U, B, f0 n/ n+ h8 Y' j
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’’.: F1 G5 d# x6 ?/ M( R& ]
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
8 W- g& r8 ^+ Q( X( aAmount: $150,000,000 (6,000,000 shares)." s8 q0 a {% ?! J7 N
Price and Yield: $25.00 per share to yield initially 6.50% per annum.# N% A+ P6 ~ ~+ I- W* \; f
Principal Characteristics of the Preferred Shares Series 18* m. }$ V/ M6 I4 o) Y+ P
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
# M, [. v' O- O0 F# M; e1 h# `non-cumulative preferential cash dividends, as and when declared by the. }1 S' R& b; M
Board of Directors, subject to the provisions of the Bank Act, for the initial
* A' |: ?8 K0 D6 B( K6 v0 \/ Eperiod commencing on the closing date and ending on and including; Q& b1 h }9 a6 x4 ^& h- S
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the' a A: F( e$ T" S# [+ U
25th day of February, May, August and November in each year, at a rate' _$ M" r* u$ j; p' |- q7 c% }4 K
equal to $0.40625 per share. The initial dividend, if declared, will be payable
) y# A$ w8 {2 K+ tMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
) M6 o+ p7 f$ c: K1 O' ]1 sdate of December 11, 2008.* c- d6 S- n7 s) g
For each five-year period after the Initial Fixed Rate Period (each, a
$ t! e3 G+ }. a1 o6 Q, @‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
, |) N$ K( a! o3 r- ?3 E" B) a' J* MSeries 18 will be entitled to receive fixed non-cumulative preferential cash
: r) D( v$ q6 }% E" V5 ?, g+ bdividends, as and when declared by the Board of Directors, subject to the
0 H7 o0 y$ C; \! x: V. H+ |4 ~provisions of the Bank Act, payable quarterly on the 25th day of February,0 D* w: i% G* D' d) p
May, August and November in each year, in the amount per share per annum, h r0 e9 l- [/ q6 r, n3 O
determined by multiplying the Annual Fixed Dividend Rate applicable to% Z. z% Q7 {9 e& M9 \0 @7 ]
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
: \4 _, _# p* V/ _7 Z: s2 tRate for the ensuing Subsequent Fixed Rate Period will be determined by the
6 p: u( \, o! p8 \3 U. `Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
7 K$ ]9 J# n: g' b2 |1 ~1 jof such Subsequent Fixed Rate Period and will be equal to the sum of the
% o# B5 t* S6 Q1 iGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
$ g- G0 x& B: @4 r( Oplus 3.83%.
% P3 g! h c) G5 }8 xIf the Board of Directors does not declare a dividend, or any part thereof, on( n& _' T N& S `
the Preferred Shares Series 18 on or before the dividend payment date for a" [/ x$ W9 Z0 J z# _
particular quarter, then the entitlement of the holders of the Preferred
# w& @- a- i0 i% b: I* O* jShares Series 18 to receive such dividend, or to any part thereof, for such
/ ^, Z0 p3 E1 Q0 }- h9 S$ Mquarter will be forever extinguished.
* I( c. P% w, ZRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
( T$ `6 F/ \' w1 Z0 ?; [2 wSuperintendent and to the provisions described below under ‘‘Details of the
+ Z2 c, \5 s: S6 }1 GOffering — Certain Provisions of the Preferred Shares Series 18 as a
0 \; M) c* C1 d' D, a2 q( n) v7 BSeries — Restrictions on Dividends and Retirement of Shares’’, on
/ J; d6 Z4 V1 p5 h+ }February 25, 2014 and on February 25 every five years thereafter, on not3 x8 w3 R6 e. {4 T4 H! L, e* e( ~
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any8 ]9 ]% {* w& a& ?4 t
part of the then outstanding Preferred Shares Series 18, at the Bank’s option8 H$ ?( ~7 R3 j5 f2 K$ J
without the consent of the holder, by the payment of an amount in cash for
: Z9 A, k/ v9 V% w$ j' b) ~5 xeach such share so redeemed of $25.00 together with all declared and unpaid
5 i/ c5 F! n- {! b% l3 [7 ndividends to the date fixed for redemption." J/ u' t+ d0 K: _% |; @) T/ h2 |
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
0 r4 N$ n$ m. A# RShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
3 m+ J. v! M9 D1 k- Z7 Zthe right, at their option, to convert, on February 25, 2014 and on
3 s8 y$ f/ _2 n% y* a' {+ P AS-4! }' I3 f! v1 j0 `
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
9 X, X, T- H7 o I6 ]% c Z; `2 Gor all of their Preferred Shares Series 18 into an equal number of Preferred
6 e( r; J' o. Z" y& P- AShares Series 19 upon giving to the Bank notice thereof not earlier than
( k6 ]$ g1 K' S- W30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
3 }$ O3 S, H# k& F/ O8 y Bpreceding, a Series 18 Conversion Date.
4 C$ D; h4 Q3 _Automatic Conversion If the Bank determines, after having taken into account all shares tendered$ v$ w, a1 e" \3 g
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares$ ^% s+ P) K- R+ T
Series 19, as the case may be, that there would be outstanding on such( J# w* g: p2 @
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,' z3 A" M9 j% J$ Z- B! n. P
such remaining number of Preferred Shares Series 18 will automatically be
* S' Y2 z/ C Jconverted on such Series 18 Conversion Date into an equal number of
* m& `" U1 n8 g- L$ vPreferred Shares Series 19. Additionally, if the Bank determines that, after/ J" z* {5 F1 t+ `. w& a2 t2 p
conversion, there would be outstanding on such Series 18 Conversion Date" G8 i( F' C0 T" ]5 s) B
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
/ L7 S7 W6 d" C0 M9 c2 DSeries 18 will be converted into Preferred Shares Series 19." T9 ]0 Y8 x5 P c# u- a% ]
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 p& Z. I( P# R" e
Series 18 will not be entitled as such to receive notice of, attend, or vote at,8 W9 h: R* U# B1 S
any meeting of the shareholders of the Bank unless and until the first time at8 \" ]: r. K5 ~/ h/ Z# F
which the Board of Directors has not declared the whole dividend on the: \$ [! s/ b! Y r
Preferred Shares Series 18 in any quarter. In that event, subject as
6 H6 N' R& c% r$ U: l; yhereinafter provided, the holders of Preferred Shares Series 18 will be0 D7 P1 o3 x2 W$ o6 ^3 ]( e. {
entitled to receive notice of, and to attend, meetings of shareholders at which
% w" M" G3 ~/ j2 F% w' udirectors of the Bank are to be elected and will be entitled to one vote for, B! C. E7 ? z4 n1 ?7 _+ ?( y( k2 }
each Preferred Share Series 18 held. The voting rights of the holders of the
& n4 O" W$ M2 P; JPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
. C# a, I0 j* U" o% Z, N# hthe first dividend on the Preferred Shares Series 18 to which the holders are, T5 c9 I! T" @0 y
entitled thereunder subsequent to the time such voting rights first arose until% z4 ]$ x( p4 ^: x
such time as the Bank may again fail to declare the whole dividend on the& H( c2 ]( n; K; N7 J& g
Preferred Shares Series 18 in respect of any quarter, in which event such) y1 @* ?% b0 I# e
voting rights will become effective again and so on from time to time.) S1 U' W6 d8 B% o$ Q5 n1 {
Principal Characteristics of the Preferred Shares Series 19
: P: i: S1 T/ Y: Q0 aDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
8 }# V V: x* N4 b5 g+ b* p/ gfloating rate non-cumulative preferential cash dividends, as and when
, U- s9 v4 \' tdeclared by the Board of Directors, subject to the provisions of the Bank Act,
8 N- U6 I3 R g. gpayable quarterly on the 25th day of February, May, August and November
7 [* i; Q% ]7 x/ qin each year, in the amount per share determined by multiplying the- `: E/ d( \! M' D! x0 L2 [- ?
applicable Quarterly Floating Dividend Rate by $25.00.
$ \/ A3 F, e7 O" X- \" o' mOn the 30th day prior to the commencement of the initial quarterly dividend
$ F, D, i: K5 b- w; o7 uperiod beginning on February 25, 2014, and on the 30th day prior to the first
0 V; d# q! {" N e: oday of each subsequent quarterly dividend period (the initial quarterly
' _3 d- p: X8 p! k9 A! Udividend period and each subsequent quarterly dividend period is referred to
1 J' W. D% z: e5 [2 `& i7 @( ^as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
( ~9 q: B' V3 u, p9 jQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate2 G) \* z$ r3 L
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the3 R% P% i: f x9 [' I# s# @ D# c; }: _4 m
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days3 j. u; n T7 j* l
elapsed in the applicable Quarterly Floating Rate Period divided by 365)$ k2 J( E7 m+ L! x$ X
determined on the 30th day prior to the first day of the applicable Quarterly- u+ Y6 G2 _2 X% L( [, Y
Floating Rate Period.
* T/ o) R# K2 c4 @( `1 DS-5
: K2 y; j; L! T6 \2 x! R5 _If the Board of Directors does not declare a dividend, or any part thereof, on
' f8 F! y" ^3 K( U, T+ i% Othe Preferred Shares Series 19 on or before the dividend payment date for a
7 [+ t) z7 e3 i; H9 P% Gparticular quarter, then the entitlement of the holders of the Preferred
. \/ l% P: p, H% c8 ^7 oShares Series 19 to receive such dividend, or to any part thereof, for such
$ x( g4 Y1 _2 V: ~, W, mquarter will be forever extinguished.6 I, }1 `6 x; y$ o
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the( z' F1 i) U) t) s
Superintendent and to the provisions described below under the heading _. H) `8 Q" a1 M( W
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
0 `4 F% V- j' M" c) T0 KSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,1 N. P( f8 @8 c" V }
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
% O7 \- d; e/ n% k! f- ^$ x- |, mor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
. S7 h6 d( h; ?( l8 j; J1 Koption without the consent of the holder, by the payment of an amount in
# o) D; B- Q" y: G4 v0 }) S% E5 zcash for each such share so redeemed of (i) $25.00 together with all declared
( L9 Z/ A& f3 _- kand unpaid dividends to the date fixed for redemption in the case of9 h9 x& _( y. D7 x1 I- k
redemptions on February 25, 2019 and on February 25 every five years& i$ h& z) r3 b& S4 X3 V
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to$ w: s/ p% R5 Y `$ @) z' i
the date fixed for redemption in the case of redemptions on any other date
! g, e+ f$ _% D3 O2 `on or after February 25, 2014.$ F" t: }6 H1 U' s+ ^2 B
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
w; T, e1 Q! eShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
$ R) r! F- s- j9 B/ zthe right, at their option, to convert, on February 25, 2019 and on- c1 v3 X+ O$ A: ?" z
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
5 L) y! f/ L0 K6 O8 Z1 ior all of their Preferred Shares Series 19 into an equal number of Preferred
% c6 {8 O* o6 rShares Series 18 upon giving to the Bank written notice thereof not earlier
- b: I4 g5 P& J4 F' wthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
9 v+ s6 w: f( o: X15th day preceding, a Series 19 Conversion Date.
+ t% L, x/ j/ W, y- v, MAutomatic Conversion If the Bank determines, after having taken into account all shares tendered$ }+ \/ w7 f) L9 E
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares6 K' _+ ?0 v5 M$ H, c, K" n
Series 18, as the case may be, that there would be outstanding on such
# a i, l1 c. D l$ h# aSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19," o" H& m9 r6 u! o
such remaining number of Preferred Shares Series 19 will automatically be
" w( M: }& ^0 S- h0 Z; r! \3 t, Lconverted on such Series 19 Conversion Date into an equal number of
% }( p# W3 y% lPreferred Shares Series 18. Additionally, if the Bank determines that, after7 c3 V) o, J5 c& c( n
conversion, there would be outstanding on such Series 19 Conversion Date
% B2 K3 W' l: {% ]8 ]/ I' Fless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares- N" z2 M& {% w; G
Series 19 will be converted into Preferred Shares Series 18.& M3 y8 h3 K6 s! s2 a- L1 _4 u& z
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares* z0 w6 |( s/ v
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
$ D6 u- [1 j6 Lany meeting of the shareholders of the Bank unless and until the first time at
1 z% p( W+ z2 ]" Zwhich the Board of Directors has not declared the whole dividend on the
# K* e' X. B. h1 Q; S7 E, EPreferred Shares Series 19 in any quarter. In that event, subject as
. f- l* n4 A W1 Y4 q5 k; Ihereinafter provided, the holders of Preferred Shares Series 19 will be1 m7 ]# S# |% Z$ F7 g. [1 |1 g: T! M; a
entitled to receive notice of, and to attend, meetings of shareholders at which
! t3 f& d1 r' p7 \9 tdirectors of the Bank are to be elected and will be entitled to one vote for: J' ]8 v' ^3 w" t
each Preferred Share Series 19 held. The voting rights of the holders of the; i& s+ e+ Y4 |0 ~. U5 C
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of. `- E: t4 b% Z+ V E
the first dividend on the Preferred Shares Series 19 to which the holders are4 e* Y. {4 t, v G
entitled thereunder subsequent to the time such voting rights first arose until$ f: B4 ^: H: z
such time as the Bank may again fail to declare the whole dividend on the
- \3 c( O9 f. D( e/ EPreferred Shares Series 19 in respect of any quarter, in which event such- t; K, u5 V4 D* E9 L2 c6 z
voting rights will become effective again and so on from time to time.4 X6 C9 u, s: h: c* W2 C/ R
S-6& J9 L8 |3 x8 c! S {! }8 f
Priority: The preferred shares of each series of the Bank will rank on a parity with8 g& }. D! F; _5 Q) Z
every other series and are entitled to preference over the common shares of% D, U/ H, u! T( M2 h Z
the Bank and over any other shares of the Bank ranking junior to the
& E# y0 w) e$ `5 V: Hpreferred shares with respect to the payment of dividends and upon any4 z5 a1 f9 H. A( m! Z0 k
distribution of assets in the event of the liquidation, dissolution or
% X) Q$ C9 C3 p) _* pwinding-up of the Bank.- d3 H9 g. e8 T- x, l$ \ D( @
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under E4 x0 B* t2 j1 ^/ G& L+ S* |
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares; c) V; L$ n, c' H. R
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
0 Z+ f, j x: b. [dividends received on such shares under Part IV.1 of such Act. |
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