 鲜花( 26)  鸡蛋( 0)
|

楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的:0 ?; [. \- ]. T6 x% w
SUMMARY OF THE OFFERING5 S- E4 F3 A! I% g: G
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’’.
4 W7 I# ?* y+ p1 EIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.) ]1 a# u2 f3 d; V( P' d
Amount: $150,000,000 (6,000,000 shares).
% y7 N% V2 u5 r* @Price and Yield: $25.00 per share to yield initially 6.50% per annum.
3 J" a" L+ a# K2 L+ ]* oPrincipal Characteristics of the Preferred Shares Series 18
& a2 V. ~# R8 ]/ l' `Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed' X4 W# `- R5 N+ J9 t
non-cumulative preferential cash dividends, as and when declared by the$ i, ?& l; Y- ]" `* a
Board of Directors, subject to the provisions of the Bank Act, for the initial
" V7 T1 n3 N3 f* N x( \2 ~# Mperiod commencing on the closing date and ending on and including
& }) S4 }, J; V1 u8 x$ EFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
0 g V* D% Z0 G5 |* B4 l" U2 C25th day of February, May, August and November in each year, at a rate
. K7 V% N9 }; w. y& }/ eequal to $0.40625 per share. The initial dividend, if declared, will be payable
' y9 P/ Z; G6 L( TMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
6 K& Q. n6 F# ^, ]" ?( Adate of December 11, 2008.! W: m9 I s$ T7 f5 }# E
For each five-year period after the Initial Fixed Rate Period (each, a+ b s- L/ ` [! q; U
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
; [( d. }% f1 w% Y9 tSeries 18 will be entitled to receive fixed non-cumulative preferential cash
, V/ N6 \/ H" w1 z& Ndividends, as and when declared by the Board of Directors, subject to the
. A* K4 j7 Y. Z/ S2 ^) ~8 t! aprovisions of the Bank Act, payable quarterly on the 25th day of February,0 V4 N, r9 r7 `! c( J$ N9 m
May, August and November in each year, in the amount per share per annum3 I0 e m9 \ I' }# Y$ U0 p
determined by multiplying the Annual Fixed Dividend Rate applicable to. b+ T9 V0 e u
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
, O# r6 D( U+ nRate for the ensuing Subsequent Fixed Rate Period will be determined by the
/ V/ r, f6 f3 @& c1 LBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
% f4 r: `5 t Jof such Subsequent Fixed Rate Period and will be equal to the sum of the! g0 b- _& K0 t, M2 \4 G9 \
Government of Canada Yield on the applicable Fixed Rate Calculation Date# {( W5 x8 c0 Y2 N f7 P* M
plus 3.83%.$ F+ A, [" \+ A' ~8 C6 u: a
If the Board of Directors does not declare a dividend, or any part thereof, on- _$ s4 p. V* ]; U& o. W& A
the Preferred Shares Series 18 on or before the dividend payment date for a
/ u \9 O7 @- F: w5 Q& N: @particular quarter, then the entitlement of the holders of the Preferred/ ]7 \2 V+ O7 s# G
Shares Series 18 to receive such dividend, or to any part thereof, for such
1 S8 q3 I3 R) Y- e aquarter will be forever extinguished.
( [6 |& h7 E+ W9 f$ w' M {Redemption: Subject to the provisions of the Bank Act and to the prior consent of the7 S- C5 r& y8 @; S: h
Superintendent and to the provisions described below under ‘‘Details of the2 e" s/ S8 q0 {" C3 w t1 [5 e
Offering — Certain Provisions of the Preferred Shares Series 18 as a/ {& c1 `. {9 U: i& e
Series — Restrictions on Dividends and Retirement of Shares’’, on5 f* K5 ?5 Q0 K+ f& h1 q( d' [
February 25, 2014 and on February 25 every five years thereafter, on not
' r; v% x/ f8 M% ymore than 60 nor less than 30 days’ notice, the Bank may redeem all or any: V) D' s* f8 O" @" C' E0 b
part of the then outstanding Preferred Shares Series 18, at the Bank’s option& @9 \( U4 Q# a: T1 h
without the consent of the holder, by the payment of an amount in cash for
$ A2 F6 G& i& o, P& z+ M* }each such share so redeemed of $25.00 together with all declared and unpaid! `! S; U7 t: N8 Y
dividends to the date fixed for redemption.2 ]. `' `! E+ q. x7 V( u2 S& b
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic2 l7 z! K3 k5 s; e& w" |5 b6 i, r0 U" r
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
, J1 L q+ M5 @8 S+ U# Gthe right, at their option, to convert, on February 25, 2014 and on' c) v2 Q1 j2 B9 f
S-4
+ P; `- I. l5 `& NFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
6 E4 U, ?7 {" N8 M7 uor all of their Preferred Shares Series 18 into an equal number of Preferred
- m# ~8 k7 d4 z' Z3 [* oShares Series 19 upon giving to the Bank notice thereof not earlier than/ M3 D. `- `- n8 h: M6 J' P$ n- l3 H
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
* c9 h1 U4 ]" W* t* Apreceding, a Series 18 Conversion Date.( @: v9 \2 f; T" `! _
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
$ K( N6 y4 k/ u7 C/ }( n) v: bProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
. R' x' `' p; X3 Q1 WSeries 19, as the case may be, that there would be outstanding on such, _6 u1 [' b( `
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
2 M% u, D$ Z8 {2 V* C0 C% T- csuch remaining number of Preferred Shares Series 18 will automatically be5 B j4 ]& Z o5 r! B5 ^
converted on such Series 18 Conversion Date into an equal number of$ K- `# _- J% G0 S- e: B0 ~
Preferred Shares Series 19. Additionally, if the Bank determines that, after; f) d2 h* ~9 R
conversion, there would be outstanding on such Series 18 Conversion Date
/ p' l9 J% }/ e9 aless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares2 o9 @4 c; T& l' @: |+ C9 F
Series 18 will be converted into Preferred Shares Series 19.+ Z8 s- D1 Z6 c
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 U4 C7 h; F, T' Z8 QSeries 18 will not be entitled as such to receive notice of, attend, or vote at,) z( _0 i- v7 \
any meeting of the shareholders of the Bank unless and until the first time at
O' O- \ v$ g) J( T- ?which the Board of Directors has not declared the whole dividend on the1 e9 F$ u; g2 o, k H- s& U
Preferred Shares Series 18 in any quarter. In that event, subject as
% S5 X7 ]! @0 [9 [) uhereinafter provided, the holders of Preferred Shares Series 18 will be1 @6 h1 ?+ q' A4 c `2 u7 G. E
entitled to receive notice of, and to attend, meetings of shareholders at which
# B" K( z( L$ w4 Hdirectors of the Bank are to be elected and will be entitled to one vote for% j: \, G/ S) `. y5 K
each Preferred Share Series 18 held. The voting rights of the holders of the- R8 P7 j) z/ z3 m
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of0 S$ g9 |* n$ [" {. ^0 ?
the first dividend on the Preferred Shares Series 18 to which the holders are4 Q- }8 k2 [2 p' d9 L
entitled thereunder subsequent to the time such voting rights first arose until* {. s! Q- i/ A: X5 r6 g: h
such time as the Bank may again fail to declare the whole dividend on the- N+ r; S8 R: \& X2 r- e1 o6 u
Preferred Shares Series 18 in respect of any quarter, in which event such( M3 k5 Z8 O, r$ J
voting rights will become effective again and so on from time to time./ q& d2 x- [8 y# C O l Y
Principal Characteristics of the Preferred Shares Series 19
; } k+ f2 Q# _Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive% Q& V. J+ y# O& F
floating rate non-cumulative preferential cash dividends, as and when) }" f3 u1 u' k; F! i8 r6 L! x
declared by the Board of Directors, subject to the provisions of the Bank Act,% q) x/ Z, R! h
payable quarterly on the 25th day of February, May, August and November
2 n: a/ C m3 F; ^, O% n) Y/ din each year, in the amount per share determined by multiplying the% d& S! i0 C$ }5 q5 U
applicable Quarterly Floating Dividend Rate by $25.00.: M4 n9 d" b( H, p: u3 o
On the 30th day prior to the commencement of the initial quarterly dividend; ?$ s& S8 \ Z
period beginning on February 25, 2014, and on the 30th day prior to the first
8 T( ]. u8 S" F7 q7 c2 H1 a2 wday of each subsequent quarterly dividend period (the initial quarterly0 k( l6 a: `& Y# d3 \
dividend period and each subsequent quarterly dividend period is referred to
) P- w& S: T; e0 R! }! k1 Y( A6 e3 das a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
5 v- q4 `0 D& f, P0 d1 bQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
5 s% i' p- q) Q/ BPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
- ~3 x$ {' a" p0 i% q" J3 FT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
2 J$ c* v' L3 p8 u" Oelapsed in the applicable Quarterly Floating Rate Period divided by 365)
, X2 `; M3 _" G# c0 n0 ]: l) Ddetermined on the 30th day prior to the first day of the applicable Quarterly
* S7 b( {( S* M( Y- VFloating Rate Period.# X# m5 ~) i! R
S-5
N! b" P' s5 m! cIf the Board of Directors does not declare a dividend, or any part thereof, on
# t5 S. U/ V! v1 }" S; I" Bthe Preferred Shares Series 19 on or before the dividend payment date for a
* K) ^2 [& ^; g) @& b' K* cparticular quarter, then the entitlement of the holders of the Preferred
7 v$ m/ k: C7 z* v2 i$ l$ UShares Series 19 to receive such dividend, or to any part thereof, for such
* N' Q% p. F S! c8 \ u6 j: h/ xquarter will be forever extinguished.
7 t0 l3 I0 `* k% |1 ERedemption: Subject to the provisions of the Bank Act and to the prior consent of the) f9 R5 ^: G& Q4 [
Superintendent and to the provisions described below under the heading) r2 e: c+ ?- t9 u
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
8 c3 F3 B5 ]. M3 d* ]Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
8 l; Z" B2 Y! {4 E: lon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
# A# I9 p/ E0 d, Y. C Kor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
9 e# {/ r' L4 x" R3 z5 a9 Ooption without the consent of the holder, by the payment of an amount in4 y) y7 { ^' I1 }1 F% y
cash for each such share so redeemed of (i) $25.00 together with all declared5 p3 v, Q7 G, Q3 v+ X4 n7 D
and unpaid dividends to the date fixed for redemption in the case of3 T( ]3 B8 a9 P$ N! l! B5 P
redemptions on February 25, 2019 and on February 25 every five years
/ y8 s% J0 h1 A* @& J+ Athereafter, or (ii) $25.50 together with all declared and unpaid dividends to" F M- q, v, t5 }% Q: K
the date fixed for redemption in the case of redemptions on any other date
& x- S) m! u: [* v9 Ion or after February 25, 2014.
, j4 ` D8 N+ X7 gConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic0 `# f, L: r3 l$ B/ @; ~$ M; C
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have. X3 [: }1 j. ~! f' T3 k& `
the right, at their option, to convert, on February 25, 2019 and on: D8 @& ?+ ]0 p- ~+ S" B) J
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any* `) [' o# l! M8 j$ Y7 C1 H
or all of their Preferred Shares Series 19 into an equal number of Preferred8 @# g+ m4 }" w8 s5 j, H5 ], U
Shares Series 18 upon giving to the Bank written notice thereof not earlier' h, D" g+ W# P8 g
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
' h/ U& j2 f; _; R15th day preceding, a Series 19 Conversion Date.
+ @2 ~- ^7 |. c+ q" \Automatic Conversion If the Bank determines, after having taken into account all shares tendered
( R: w! O1 |& l4 o4 m. `; yProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares3 t% g7 y& ~ c" c$ r$ A Z3 A
Series 18, as the case may be, that there would be outstanding on such0 R2 P7 i: H) u+ A2 j* h
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
+ q2 q0 l+ z7 _- `# m3 T3 I4 p4 Jsuch remaining number of Preferred Shares Series 19 will automatically be" @' n/ ^ d9 U8 g7 Q' w
converted on such Series 19 Conversion Date into an equal number of
. g) E; b2 g. T6 {% [Preferred Shares Series 18. Additionally, if the Bank determines that, after
$ [. i e8 U# P: V0 @conversion, there would be outstanding on such Series 19 Conversion Date
( @8 g5 ^* C( v( R+ Aless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
8 \; h& ^+ p6 t+ y$ i/ @Series 19 will be converted into Preferred Shares Series 18.7 {0 |- s" p1 s; ?# O7 \1 |0 F
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares. U6 C O7 ~0 l2 t6 b
Series 19 will not be entitled as such to receive notice of, attend, or vote at,* ^. Z M5 O# d; \0 @
any meeting of the shareholders of the Bank unless and until the first time at
1 a [2 K9 I0 P" L% g, Rwhich the Board of Directors has not declared the whole dividend on the
' e) Q: K. c5 O& f* R/ F0 OPreferred Shares Series 19 in any quarter. In that event, subject as4 F# g- \: a. A+ A6 u% A+ z' S
hereinafter provided, the holders of Preferred Shares Series 19 will be0 t, A( P1 D& ?, V
entitled to receive notice of, and to attend, meetings of shareholders at which
- P+ [% b$ F( Jdirectors of the Bank are to be elected and will be entitled to one vote for
) n0 g7 _/ H5 M( Weach Preferred Share Series 19 held. The voting rights of the holders of the
7 y) {) d# ^/ _/ h$ |Preferred Shares Series 19 will forthwith cease upon payment by the Bank of. m$ I, A ~; m# u( c7 P
the first dividend on the Preferred Shares Series 19 to which the holders are0 Z! ?! ^% w! z3 B( f, b- P
entitled thereunder subsequent to the time such voting rights first arose until* t: ?, y- f1 ^# I1 h' S* s4 V& v
such time as the Bank may again fail to declare the whole dividend on the7 b. R9 [- O) u1 p! q) s1 C
Preferred Shares Series 19 in respect of any quarter, in which event such2 A6 j& {8 O+ j. \+ e6 j/ U
voting rights will become effective again and so on from time to time.2 e' _! P; ?& E/ u( P
S-64 o( i0 m' j& S
Priority: The preferred shares of each series of the Bank will rank on a parity with: Z7 o& V4 I {/ H
every other series and are entitled to preference over the common shares of
P6 ~0 V& l1 l' I: v) sthe Bank and over any other shares of the Bank ranking junior to the1 r8 D2 U8 _( p4 F
preferred shares with respect to the payment of dividends and upon any# I# I$ ~! t$ P
distribution of assets in the event of the liquidation, dissolution or
' ]$ P' R# ]$ ]winding-up of the Bank.
- m4 ]8 h7 K( Q; H+ F4 MTax on Preferred Share The Bank will elect, in the manner and within the time provided under
3 V3 F+ @ d9 J" D# cDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
|5 A/ y4 `& ?. y" Z' ASeries 18 and Preferred Shares Series 19 will not be required to pay tax on8 [8 x+ G2 _( @9 H7 N
dividends received on such shares under Part IV.1 of such Act. |
|