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发表于 2008-11-29 16:58
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下面是BMO的:. O( M1 C# [* N; O% }
SUMMARY OF THE OFFERING
+ G7 u+ R0 F+ L0 X4 G- K1 TThis 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’’.
' r" }8 M( ]) U; l$ E f) tIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.( W5 L. b% `$ f% V8 t2 C& L4 Z7 O
Amount: $150,000,000 (6,000,000 shares).
7 x" c, F) w$ G+ ePrice and Yield: $25.00 per share to yield initially 6.50% per annum. d5 Y9 j% }1 ?2 s+ @
Principal Characteristics of the Preferred Shares Series 180 ~0 `( t# a, ?; W+ \2 x4 \5 _7 _
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
+ Y, J" `' z! J4 Tnon-cumulative preferential cash dividends, as and when declared by the
/ @ S( S8 V3 P5 M4 x: \$ M- HBoard of Directors, subject to the provisions of the Bank Act, for the initial
9 {5 m/ ]3 t- v4 h r* G) ~7 W0 \period commencing on the closing date and ending on and including. H& _/ C/ j& m$ H
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the+ d j' A @6 |; c/ Y( `: W
25th day of February, May, August and November in each year, at a rate% v" ]$ {& X% \: R! x- B8 x* t* N" v
equal to $0.40625 per share. The initial dividend, if declared, will be payable! d) Y" u7 T9 I) R* w
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
% X$ Z! w( B N# qdate of December 11, 2008.
$ ?0 J/ I# a# |6 Z$ oFor each five-year period after the Initial Fixed Rate Period (each, a
1 u4 @/ c( H) [# X' ^, \‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
1 p& q9 T0 f5 H" `Series 18 will be entitled to receive fixed non-cumulative preferential cash+ T9 {+ Q; ?6 K/ w
dividends, as and when declared by the Board of Directors, subject to the' y: P- e" ]# l8 M
provisions of the Bank Act, payable quarterly on the 25th day of February,
& M; p- G% m2 o7 N5 MMay, August and November in each year, in the amount per share per annum
" [/ N1 n2 m# H! h3 Fdetermined by multiplying the Annual Fixed Dividend Rate applicable to
: c) v S, [2 Q; I6 ~such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
- ~9 G0 q! D* _: yRate for the ensuing Subsequent Fixed Rate Period will be determined by the5 |, l! K& f$ m/ V7 |
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day; p" q" u6 j$ u+ ]
of such Subsequent Fixed Rate Period and will be equal to the sum of the) [8 E- Z2 v, L- m0 U
Government of Canada Yield on the applicable Fixed Rate Calculation Date9 r% f9 Z# g6 V$ m/ i2 M: r
plus 3.83%.. T3 N4 d3 M1 d( J" \, ]* W6 O+ y0 B
If the Board of Directors does not declare a dividend, or any part thereof, on7 |+ q: z* v8 j ?
the Preferred Shares Series 18 on or before the dividend payment date for a0 ^. g: t3 c1 Q- u C
particular quarter, then the entitlement of the holders of the Preferred9 D7 _8 m7 d$ _/ U0 B1 K
Shares Series 18 to receive such dividend, or to any part thereof, for such) h; x! d4 H' R2 r0 A! Q
quarter will be forever extinguished./ `, Z' b) m* C: u+ H
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the( N; m! x& P) Z c
Superintendent and to the provisions described below under ‘‘Details of the$ x& i" S: f, [
Offering — Certain Provisions of the Preferred Shares Series 18 as a% W# E3 M) m5 R- D% O
Series — Restrictions on Dividends and Retirement of Shares’’, on
$ c/ j* `' E5 `' w" CFebruary 25, 2014 and on February 25 every five years thereafter, on not
; n* k, X# S8 t7 b) f0 ]# Vmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any }% N& F: v! {: a5 u- R0 J
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
4 V ], H7 I* Jwithout the consent of the holder, by the payment of an amount in cash for
' E u8 c& T& {7 f! C1 _each such share so redeemed of $25.00 together with all declared and unpaid, Y" m3 s9 S( M* A
dividends to the date fixed for redemption.
) Z' Z4 }7 ?! v* Y' v* vConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
g! @1 v! i2 ], ]2 o: x RShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have# N: s1 c# _ }; A3 j
the right, at their option, to convert, on February 25, 2014 and on
$ D( t& |3 t4 F u' t% s5 hS-4
3 S: i m9 l8 p/ d+ }February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
3 l' l4 s. n/ ~* ror all of their Preferred Shares Series 18 into an equal number of Preferred
# @ z- S6 \$ k4 o( ~% L' {Shares Series 19 upon giving to the Bank notice thereof not earlier than
- M- J" m; L" Z. m! u+ A0 r30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day) e' c. ?) o n. d$ m9 c
preceding, a Series 18 Conversion Date.& `+ J% {& n- t2 X' q: B' p/ g
Automatic Conversion If the Bank determines, after having taken into account all shares tendered/ m: r. R$ ?; w, M+ D+ R8 P( O+ e
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares- h% k2 K" R r4 e7 d2 ]
Series 19, as the case may be, that there would be outstanding on such- z! o, n- z* Z
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,& ^$ c# M4 w7 m3 e/ C) q
such remaining number of Preferred Shares Series 18 will automatically be) ]: o+ e7 @; J9 m" ~" |! M. b
converted on such Series 18 Conversion Date into an equal number of/ G L. h) e- r7 W& B- h: r
Preferred Shares Series 19. Additionally, if the Bank determines that, after; {2 f+ }1 d) p5 j' L: V4 J# b
conversion, there would be outstanding on such Series 18 Conversion Date
+ h! e5 M" B3 Y4 n* ?; Fless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares5 d7 Q6 F- m8 b" H2 Z# L
Series 18 will be converted into Preferred Shares Series 19.
3 y* D% {7 w3 @4 Q) W: aVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
" Z7 f$ {4 m, R, DSeries 18 will not be entitled as such to receive notice of, attend, or vote at,- ]- a/ k) C# E% d7 U: `; B
any meeting of the shareholders of the Bank unless and until the first time at' q1 ~& w ?: b) }6 c; t% `% U
which the Board of Directors has not declared the whole dividend on the
9 A0 T0 h& f. a0 r1 F) nPreferred Shares Series 18 in any quarter. In that event, subject as) B1 R3 J/ v% ]8 `
hereinafter provided, the holders of Preferred Shares Series 18 will be( i; K6 ^5 f# D; h% g1 @
entitled to receive notice of, and to attend, meetings of shareholders at which
: O4 P9 G: L& Q* Jdirectors of the Bank are to be elected and will be entitled to one vote for3 {8 x; u4 b; A6 b0 t4 Z- o
each Preferred Share Series 18 held. The voting rights of the holders of the
9 A/ I0 Z7 a7 X1 nPreferred Shares Series 18 will forthwith cease upon payment by the Bank of O, x. d: g- r+ O% K9 q
the first dividend on the Preferred Shares Series 18 to which the holders are6 t+ C& V/ \; G8 m
entitled thereunder subsequent to the time such voting rights first arose until
& n& ]' l8 @* A2 r8 y2 O+ ~such time as the Bank may again fail to declare the whole dividend on the. l9 a% q6 C2 B# c
Preferred Shares Series 18 in respect of any quarter, in which event such. j3 ~ P8 P! C; R
voting rights will become effective again and so on from time to time.6 ^3 J% V1 Z9 T! J, ^# g
Principal Characteristics of the Preferred Shares Series 19
* j7 M7 }8 l5 d- J ^& }/ s* k+ I; tDividends: The holders of the Preferred Shares Series 19 will be entitled to receive! d# t' b9 P+ ?' Z9 O
floating rate non-cumulative preferential cash dividends, as and when- J9 o3 l8 s9 _8 U& V% \5 U
declared by the Board of Directors, subject to the provisions of the Bank Act,+ h- D: w4 u8 P4 r2 \) Z5 m3 Y
payable quarterly on the 25th day of February, May, August and November
# w+ R6 t* a4 V; J t: m/ Yin each year, in the amount per share determined by multiplying the
" T7 V' z- Z8 r2 r/ t' Tapplicable Quarterly Floating Dividend Rate by $25.00.% k9 z' X4 G0 K' D) ?! @
On the 30th day prior to the commencement of the initial quarterly dividend* Y+ E- } b, y$ O3 c' u- k
period beginning on February 25, 2014, and on the 30th day prior to the first
1 A, [; d; c, j2 N% [6 tday of each subsequent quarterly dividend period (the initial quarterly& {. }( h) R7 U3 G
dividend period and each subsequent quarterly dividend period is referred to
* \# @' q ?" xas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
$ Z* n( r2 |, t! w% L4 k) hQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate3 s2 c8 m, X4 S! m I7 D8 X
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the0 h2 o7 a- z! {- u" x- A: L
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days4 g0 S" l( z2 z3 p
elapsed in the applicable Quarterly Floating Rate Period divided by 365)6 W, J8 c( x" u$ d+ y9 I( M' W: m
determined on the 30th day prior to the first day of the applicable Quarterly8 \ t5 U$ N# ^6 |
Floating Rate Period.
5 S+ u: k( N" ], sS-5
. ?* Q* b- z! H7 j% aIf the Board of Directors does not declare a dividend, or any part thereof, on* M7 V Z; M* O# f2 A2 X
the Preferred Shares Series 19 on or before the dividend payment date for a6 l2 C3 y4 p- z4 P$ u& `( Z6 E
particular quarter, then the entitlement of the holders of the Preferred4 G; Z6 H" N1 A% B& P8 a( i7 i
Shares Series 19 to receive such dividend, or to any part thereof, for such
' d2 B. Z* Q/ Y: U) @0 ~quarter will be forever extinguished.# |0 `. Y# x/ }/ T9 Y
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the$ w _0 @, C/ Y; M1 {# }! I* |
Superintendent and to the provisions described below under the heading
: x/ I& E8 D6 l3 q/ k, I2 d, x‘‘Details of the Offering — Certain Provisions of the Preferred Shares
; U* o u2 W+ D- K' n9 @, lSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
5 ^6 }1 B4 @: e3 j2 K% g' Uon not more than 60 nor less than 30 days’ notice, the Bank may redeem all5 f7 i, {: H# H+ _6 _( N" O
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s4 p% j+ B* J9 M& s$ ]& F8 F
option without the consent of the holder, by the payment of an amount in8 i. G3 r4 V U* {9 \
cash for each such share so redeemed of (i) $25.00 together with all declared' ^2 C# g# X3 {+ [- a; L, J& D
and unpaid dividends to the date fixed for redemption in the case of
5 U( h6 ?5 f* |& Aredemptions on February 25, 2019 and on February 25 every five years: c# Z9 e/ E! ]( j
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
* }2 E! I7 y; b. `# ^2 ethe date fixed for redemption in the case of redemptions on any other date) Z; N1 z- V/ Z' g
on or after February 25, 2014.$ `" W; ]& v* O) |" a. L. U% k
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
9 w+ [0 N# Z! s, T5 ~ {# @Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have- _/ s l3 |1 D" n) w/ `2 O' [* I2 {
the right, at their option, to convert, on February 25, 2019 and on5 p) u7 [) }0 H5 L8 i# J6 v: h
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any. s* Q3 r5 b# ^, A3 s/ D& N, x' n# u
or all of their Preferred Shares Series 19 into an equal number of Preferred9 U% }* h0 |& s& r: p
Shares Series 18 upon giving to the Bank written notice thereof not earlier$ Z3 z! B0 w5 l. a; _8 {
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
' Q) c; ^; A; P3 @% v- M# F% B15th day preceding, a Series 19 Conversion Date.& p8 q; l8 \% v# K. X4 `7 e
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
- `- ^1 c" D$ HProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
1 D p4 y. Z9 m$ J$ Q+ ]- j7 x j5 p" TSeries 18, as the case may be, that there would be outstanding on such
: j* | W/ \9 f3 n Y1 ySeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
2 {$ c5 s9 T1 z$ t* q/ f3 Fsuch remaining number of Preferred Shares Series 19 will automatically be+ W" _, I/ R7 U. Y, ~9 z
converted on such Series 19 Conversion Date into an equal number of% X6 w. k1 k$ K7 t: L/ B
Preferred Shares Series 18. Additionally, if the Bank determines that, after v2 q! e/ e+ w* P: A
conversion, there would be outstanding on such Series 19 Conversion Date
% n$ d2 w3 Z& l2 \ s5 ~+ E$ iless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares0 v$ u8 [0 o" T, L7 n+ j+ G/ u
Series 19 will be converted into Preferred Shares Series 18.4 J" @2 I" E. `8 M7 ~
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
( B( A% u1 t3 z7 q9 E: zSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
$ z# k7 h6 P6 H$ R: }) ^& ?any meeting of the shareholders of the Bank unless and until the first time at$ U8 i" V8 q1 h* H9 y& F) W" k. V( e
which the Board of Directors has not declared the whole dividend on the
?9 S8 m' S$ x. z2 RPreferred Shares Series 19 in any quarter. In that event, subject as
( v2 ?- B; w+ w q3 n' c$ y9 vhereinafter provided, the holders of Preferred Shares Series 19 will be
% e2 C4 h# [2 f) E% C2 h% Q' hentitled to receive notice of, and to attend, meetings of shareholders at which. x7 \7 j8 e3 K+ |) O
directors of the Bank are to be elected and will be entitled to one vote for
+ B5 L4 \9 T) i, I8 meach Preferred Share Series 19 held. The voting rights of the holders of the
9 |5 }2 }0 Q4 M+ sPreferred Shares Series 19 will forthwith cease upon payment by the Bank of( c3 F$ [" l$ w2 e
the first dividend on the Preferred Shares Series 19 to which the holders are o$ m) x3 J0 I7 j( W# f( G
entitled thereunder subsequent to the time such voting rights first arose until6 t' O+ D) X# f
such time as the Bank may again fail to declare the whole dividend on the3 a4 r( h O3 q; r; {5 u/ G: X$ N
Preferred Shares Series 19 in respect of any quarter, in which event such
/ [8 K7 O2 m8 M) i, P+ Ovoting rights will become effective again and so on from time to time.
) F& [% H' }# V* ]8 {. s- Y$ sS-6
/ l+ B! e( [2 c. o) D0 a/ |1 sPriority: The preferred shares of each series of the Bank will rank on a parity with6 K! `$ l8 o% C4 B7 Z4 w) e* W/ _
every other series and are entitled to preference over the common shares of: f" o h% a. m; S: p# b
the Bank and over any other shares of the Bank ranking junior to the6 |, u5 P E ?9 B% X0 z; R
preferred shares with respect to the payment of dividends and upon any+ ~" k: Z# s. {3 v5 }. B) B
distribution of assets in the event of the liquidation, dissolution or
5 ^9 Q: n! b2 o, Z/ @) i6 D7 bwinding-up of the Bank./ W* [* D: T# W# m
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
3 G7 [% {) T8 }, b* b4 Y4 D3 TDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares7 j$ L* @8 @/ A- m! s
Series 18 and Preferred Shares Series 19 will not be required to pay tax on" r: d3 F2 Z/ ?! s! h9 }2 J
dividends received on such shares under Part IV.1 of such Act. |
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