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发表于 2008-11-29 16:58
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下面是BMO的:$ d: e( ?# V% W6 [+ G- g
SUMMARY OF THE OFFERING/ {: V2 U( [8 [0 |: H/ w. I
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’’.
8 w# t$ Z7 \: m& XIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
. ]$ V, H, y1 M. E2 {Amount: $150,000,000 (6,000,000 shares).
4 o( G/ I x! [- U9 WPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
9 N( [% S2 Z$ qPrincipal Characteristics of the Preferred Shares Series 18, j% c5 ?0 A# F4 h: V" r
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed, P C9 F1 S& G& U6 c3 j
non-cumulative preferential cash dividends, as and when declared by the0 k9 T+ {: y# ]
Board of Directors, subject to the provisions of the Bank Act, for the initial
) X2 s. u* c% N/ u# hperiod commencing on the closing date and ending on and including# a- c( Y# m& s. o
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
% _9 X2 A+ Z V9 ]25th day of February, May, August and November in each year, at a rate
) ?1 `* ~8 [! `8 ^- P. r, {# uequal to $0.40625 per share. The initial dividend, if declared, will be payable9 s2 J. i8 l( P/ M5 i' g8 q9 `4 U
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing2 m% K7 q- z; e& z! G9 F
date of December 11, 2008.% ~3 z: i1 B" W3 i
For each five-year period after the Initial Fixed Rate Period (each, a7 f; ^/ J/ N% k% p
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
/ j/ L6 u7 X- f0 s# Z3 _Series 18 will be entitled to receive fixed non-cumulative preferential cash0 X( E/ [5 ?6 w9 n
dividends, as and when declared by the Board of Directors, subject to the
) ^2 p4 [7 ~+ U* u, p Q7 jprovisions of the Bank Act, payable quarterly on the 25th day of February,
! j' G, F6 L/ Z1 D) @" X, c* D. _May, August and November in each year, in the amount per share per annum' J% J/ o5 J& l# x7 J' b
determined by multiplying the Annual Fixed Dividend Rate applicable to/ {) d. k5 X4 \
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend/ r3 \8 z3 t3 }4 u1 t- [- A5 R
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the: @8 f7 h d: {
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day/ h; U# F9 R0 s5 l# @9 {: u- J. j0 {
of such Subsequent Fixed Rate Period and will be equal to the sum of the
& K) H4 @/ S2 A$ y: S7 |Government of Canada Yield on the applicable Fixed Rate Calculation Date
: c6 E p4 _1 `3 ~' \; T) uplus 3.83%.4 d; O& J7 S* j* v7 A9 w
If the Board of Directors does not declare a dividend, or any part thereof, on
v$ h% M3 S0 i1 ethe Preferred Shares Series 18 on or before the dividend payment date for a# k k8 [! _6 O( c+ t
particular quarter, then the entitlement of the holders of the Preferred
& Z% v; }1 _; _; k9 z$ C, V# UShares Series 18 to receive such dividend, or to any part thereof, for such s l6 z& ]- k
quarter will be forever extinguished.) {* D# i, {2 [6 e6 g, G2 V
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the) H- R# ]% v7 @7 M4 H: w
Superintendent and to the provisions described below under ‘‘Details of the
: ^9 T% e& e8 s$ F! I, J2 WOffering — Certain Provisions of the Preferred Shares Series 18 as a
9 x! z* }0 w8 Q R2 M9 z; x* TSeries — Restrictions on Dividends and Retirement of Shares’’, on/ g R- Z" m3 g1 m2 E7 I
February 25, 2014 and on February 25 every five years thereafter, on not8 q( t" q; t, J Y- c' M, M' q( M3 h
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any: l3 B3 A7 l! m7 s8 [' y
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
- I% U: p; t) W6 z4 bwithout the consent of the holder, by the payment of an amount in cash for
$ h1 I6 q A. e6 Y; q* z) ueach such share so redeemed of $25.00 together with all declared and unpaid
; B* x: K" A0 Z9 h# a- C; q5 k9 w5 ?dividends to the date fixed for redemption.
s: u- U/ n% V1 YConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic8 m; F3 l1 y6 ]& P# E7 q4 y- b: g
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have( [9 B. c, r* X2 I9 q
the right, at their option, to convert, on February 25, 2014 and on. f; ]. y- Q. v+ d3 |
S-4
! E5 O; v- }6 u: r( _: K7 SFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
% y( L/ h; E6 I, Gor all of their Preferred Shares Series 18 into an equal number of Preferred
4 n4 w- y1 P) _, w P. u9 N; a2 L6 R+ zShares Series 19 upon giving to the Bank notice thereof not earlier than
0 H _# H, [, L. e I# G1 y* m30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
3 i. p8 Y; `' q k7 hpreceding, a Series 18 Conversion Date.2 M& Q. k1 [# v% C8 u
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
8 f9 D2 d0 i) a9 \ e$ `0 K+ |Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
9 A' j! r( T* }5 q" jSeries 19, as the case may be, that there would be outstanding on such# D/ @+ C8 D l9 k: r9 a9 R
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,' Y8 U& h* n/ m) ^, b
such remaining number of Preferred Shares Series 18 will automatically be5 [( Q" N ]) U7 A: J1 O2 a
converted on such Series 18 Conversion Date into an equal number of/ [" g6 e; a4 D8 C3 E! t. q
Preferred Shares Series 19. Additionally, if the Bank determines that, after
J" M: a- s5 P; z. econversion, there would be outstanding on such Series 18 Conversion Date
. a( Y( w8 I {2 I. kless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
3 T* ]) X( S# Q9 `. A- uSeries 18 will be converted into Preferred Shares Series 19.
" Q8 m& h$ I) |7 m {' Y- j4 _Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" o; ~" O! W) ]9 G" i0 k' @0 ~
Series 18 will not be entitled as such to receive notice of, attend, or vote at,( o6 i3 U5 R. ]. r# f- o. ~+ R
any meeting of the shareholders of the Bank unless and until the first time at* P9 W3 X+ {. R2 f3 M- E- j
which the Board of Directors has not declared the whole dividend on the
% u) d$ J6 `6 A4 KPreferred Shares Series 18 in any quarter. In that event, subject as
" p- e7 y+ I$ W7 ohereinafter provided, the holders of Preferred Shares Series 18 will be/ E; }: R8 Z. S* d9 F7 I" |
entitled to receive notice of, and to attend, meetings of shareholders at which
" ^ @- v; J% c' B/ cdirectors of the Bank are to be elected and will be entitled to one vote for
# p: g) T+ t* F$ ~& \; Veach Preferred Share Series 18 held. The voting rights of the holders of the; x1 l6 a! h% J/ p5 s
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
0 P- _) E3 v2 P, m4 ^# P: Lthe first dividend on the Preferred Shares Series 18 to which the holders are0 {0 a, K$ v1 X' G: w( |
entitled thereunder subsequent to the time such voting rights first arose until: B. F, ?$ u+ D% p, C8 F
such time as the Bank may again fail to declare the whole dividend on the& D5 E6 Q8 }, I( T( Z
Preferred Shares Series 18 in respect of any quarter, in which event such' n z E ]' G5 `/ K) S9 n
voting rights will become effective again and so on from time to time.
- A$ K2 r7 B) ~7 G0 lPrincipal Characteristics of the Preferred Shares Series 19
$ y+ ~6 I U' \' aDividends: The holders of the Preferred Shares Series 19 will be entitled to receive$ `0 Y$ C' q% r( Z
floating rate non-cumulative preferential cash dividends, as and when2 v$ [0 l) @+ \& }7 Z
declared by the Board of Directors, subject to the provisions of the Bank Act,
( B, R" m9 E6 xpayable quarterly on the 25th day of February, May, August and November+ I+ R& j1 s& d6 z8 U
in each year, in the amount per share determined by multiplying the- \6 p* j. [, V [/ U& O5 f
applicable Quarterly Floating Dividend Rate by $25.00.
" D' z" q1 o" B6 E6 x% _On the 30th day prior to the commencement of the initial quarterly dividend
& N( K, s' m# M, ?5 A9 d) m, Z5 lperiod beginning on February 25, 2014, and on the 30th day prior to the first6 w% T- i3 H6 @! M
day of each subsequent quarterly dividend period (the initial quarterly6 i7 d% u- h! `
dividend period and each subsequent quarterly dividend period is referred to; P( I% ~- K1 |0 E4 g8 b
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
8 e( ~$ u; z9 p$ s9 GQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
: W; F# I5 f/ w( MPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
- m% e. @$ s, UT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
; w" a. S9 V$ {, q0 R2 D/ Qelapsed in the applicable Quarterly Floating Rate Period divided by 365)% ^+ a; @$ T M( g' `
determined on the 30th day prior to the first day of the applicable Quarterly+ W/ d! Z! K' N4 e3 a
Floating Rate Period.2 W3 @2 k S. K, W" X8 A) p. _
S-5! y: D6 K9 ]+ x4 y, W; G! _
If the Board of Directors does not declare a dividend, or any part thereof, on
. G7 z0 n8 z6 J# K2 E7 H6 t/ lthe Preferred Shares Series 19 on or before the dividend payment date for a' m! D2 m/ j+ h1 p
particular quarter, then the entitlement of the holders of the Preferred2 e- n. _- ]! c. T* p4 ^
Shares Series 19 to receive such dividend, or to any part thereof, for such
; y" r( k/ v( \8 o6 K& }quarter will be forever extinguished.$ s8 s$ Z% d. V8 A i7 J
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the: _+ A7 {7 k- V( s& [
Superintendent and to the provisions described below under the heading
0 h0 U2 s) @: ~! l# \# f; c% D‘‘Details of the Offering — Certain Provisions of the Preferred Shares
! \- E8 A( Q! dSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
4 q3 f* s+ m. K6 d3 E2 f6 P, Yon not more than 60 nor less than 30 days’ notice, the Bank may redeem all+ Y( n+ M( x! B F/ n& Z
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
1 {9 N. h$ h5 G+ Poption without the consent of the holder, by the payment of an amount in
8 `+ a( P7 S" [6 pcash for each such share so redeemed of (i) $25.00 together with all declared2 w6 d: S" G7 x" Z; j' p' {/ H3 J
and unpaid dividends to the date fixed for redemption in the case of
) J$ ^7 L6 l, B/ U. kredemptions on February 25, 2019 and on February 25 every five years" V3 X% G; k. l- _0 ~
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to1 z# ~6 P5 g* w4 B8 d
the date fixed for redemption in the case of redemptions on any other date2 I9 ^+ L+ ^" `+ J& h
on or after February 25, 2014.& k6 F9 P- h5 Q% q5 z# s
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic# t4 c* Z6 [* \3 P# h
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have+ C+ t1 _) @; L2 A, d
the right, at their option, to convert, on February 25, 2019 and on% _* h2 n# J, F, ^) K* v
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
& r) [1 U7 i" ?$ `/ Hor all of their Preferred Shares Series 19 into an equal number of Preferred
" p) p5 b9 ?/ ~' K* iShares Series 18 upon giving to the Bank written notice thereof not earlier
# L( D1 U! t; i9 A1 tthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
' o/ k) q9 j1 x, |- l15th day preceding, a Series 19 Conversion Date.! U( l( U% j7 v
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
/ Q2 f* l+ r0 Q0 v7 wProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
; W/ O( s- g! ISeries 18, as the case may be, that there would be outstanding on such
' b# s) m( t/ @6 Y5 c" ]' {7 bSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,' T+ r& t, N) c" h- ]& M# s
such remaining number of Preferred Shares Series 19 will automatically be
9 Q& z1 V9 L! J6 A; {& mconverted on such Series 19 Conversion Date into an equal number of& w" y& R. s3 D- E' C7 k5 g3 o* B
Preferred Shares Series 18. Additionally, if the Bank determines that, after, ^# m7 N/ B7 C8 l% o i* D4 \
conversion, there would be outstanding on such Series 19 Conversion Date7 l: M- y' c+ ~
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares, z* V- J* r- w+ f, |( K5 w
Series 19 will be converted into Preferred Shares Series 18.
2 E# E* O& h/ p, n ]( CVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# ^2 V; W1 y2 ^9 CSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
' C7 K3 z+ b( f) k# cany meeting of the shareholders of the Bank unless and until the first time at
! ?0 N7 v, m2 u8 P, }which the Board of Directors has not declared the whole dividend on the5 A: b9 `& A1 n3 L# M
Preferred Shares Series 19 in any quarter. In that event, subject as5 k+ ^- B0 o2 N' y; z0 ]: [1 w
hereinafter provided, the holders of Preferred Shares Series 19 will be
& O: Y+ @- X+ U# G9 Aentitled to receive notice of, and to attend, meetings of shareholders at which- X; s4 l$ t% X! U4 T: b
directors of the Bank are to be elected and will be entitled to one vote for$ \7 J0 x2 z5 F5 _$ z# m
each Preferred Share Series 19 held. The voting rights of the holders of the
$ w* }6 O' A: r& APreferred Shares Series 19 will forthwith cease upon payment by the Bank of
6 s0 ]) v! _1 l `1 _' Gthe first dividend on the Preferred Shares Series 19 to which the holders are) g& ?# y, t, c
entitled thereunder subsequent to the time such voting rights first arose until0 `% p- Y V1 x, C6 j0 V
such time as the Bank may again fail to declare the whole dividend on the
: k( [1 f& ], ]6 C6 e4 Y. KPreferred Shares Series 19 in respect of any quarter, in which event such U, K5 h' }# F0 R$ v( o/ Y
voting rights will become effective again and so on from time to time.
( l# A/ ]" Y' D7 V b( PS-6 ] m6 r' A& P7 d* Q
Priority: The preferred shares of each series of the Bank will rank on a parity with0 Z. O4 X/ o. a, h; k: ?
every other series and are entitled to preference over the common shares of
! ^! ` U$ I6 M' ethe Bank and over any other shares of the Bank ranking junior to the1 v8 |% E' |+ i% E* Z2 x
preferred shares with respect to the payment of dividends and upon any9 O$ P2 I7 t. X; Y$ d' `
distribution of assets in the event of the liquidation, dissolution or
# x* | r; y$ L6 {# wwinding-up of the Bank.
, @# `0 U$ f( e3 M/ OTax on Preferred Share The Bank will elect, in the manner and within the time provided under$ t4 j# T6 Q# l9 K# r+ H. c) B
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
9 K- P, x% G MSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
3 p, @% G6 Z! g2 Idividends received on such shares under Part IV.1 of such Act. |
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