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发表于 2008-11-29 16:58
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下面是BMO的:' ?/ \- ~2 x c7 |% M
SUMMARY OF THE OFFERING) L4 I ^' O* L; X
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’’.
9 j& [; j1 N8 Z1 k% J. mIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.- L, ^" q+ P2 C/ a: a" E
Amount: $150,000,000 (6,000,000 shares).
5 v' Y) y6 W9 j" h9 [+ Y* y @; nPrice and Yield: $25.00 per share to yield initially 6.50% per annum.% ?5 p* b0 t9 L1 |' Z+ u
Principal Characteristics of the Preferred Shares Series 180 G" Q7 |# I& Q* R7 k# C" q( K
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed) a0 E6 N. L* q. c! e) s3 c
non-cumulative preferential cash dividends, as and when declared by the% g6 b I1 Y8 D4 r! r/ v" P+ ]
Board of Directors, subject to the provisions of the Bank Act, for the initial+ b; b+ O+ h, t
period commencing on the closing date and ending on and including. P# _. n' L5 |( T" h. x! g
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
* |" O. }( }/ l2 y! V% N! q25th day of February, May, August and November in each year, at a rate
1 D% H; U9 e' q! i0 fequal to $0.40625 per share. The initial dividend, if declared, will be payable
\$ u9 H- Q/ g) S% tMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
2 H) V, b6 a" X6 F. h! ndate of December 11, 2008.
! B b0 p$ x& Z# }For each five-year period after the Initial Fixed Rate Period (each, a- `7 T' ^4 G' |6 i# V' D
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares! e$ [. ~6 r+ k& Q- l+ ]
Series 18 will be entitled to receive fixed non-cumulative preferential cash4 N1 w+ `! V) y$ N
dividends, as and when declared by the Board of Directors, subject to the
) m! s/ u3 M( ]- K; v5 }7 A' Uprovisions of the Bank Act, payable quarterly on the 25th day of February,
, u8 n: t. w: z, l1 S _. t( bMay, August and November in each year, in the amount per share per annum
' _/ O* f. p- X* E$ I+ H# Kdetermined by multiplying the Annual Fixed Dividend Rate applicable to
# o2 b; {( a1 T* Ssuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
; M- o A5 k5 ?& F- j6 ^6 D) g+ }Rate for the ensuing Subsequent Fixed Rate Period will be determined by the$ o* J) \: Y0 G( ?9 b
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
, ~! H4 U% q* o# |+ eof such Subsequent Fixed Rate Period and will be equal to the sum of the$ F( `* P, a% B8 D+ U# `: F
Government of Canada Yield on the applicable Fixed Rate Calculation Date1 k/ z3 ^' Z$ t8 @& d% h
plus 3.83%.
3 J% V6 ~4 f) zIf the Board of Directors does not declare a dividend, or any part thereof, on
% j8 f* s8 S2 B S+ Rthe Preferred Shares Series 18 on or before the dividend payment date for a5 W- m* W# t6 C3 U/ Q) A$ v8 ~' x) m' X
particular quarter, then the entitlement of the holders of the Preferred
5 N" z$ Z+ p' |* DShares Series 18 to receive such dividend, or to any part thereof, for such
7 Q% ?" j8 w! S) v+ w. ^, vquarter will be forever extinguished.
4 l2 T" X6 X. g- ARedemption: Subject to the provisions of the Bank Act and to the prior consent of the
6 x" ?: Y" A$ ~+ r# g# Z7 J! DSuperintendent and to the provisions described below under ‘‘Details of the
( Z3 _- ^" d r1 C1 ~Offering — Certain Provisions of the Preferred Shares Series 18 as a. x5 V# g0 s& F8 t B% f
Series — Restrictions on Dividends and Retirement of Shares’’, on
8 E" q, k7 n1 K qFebruary 25, 2014 and on February 25 every five years thereafter, on not
! f8 _5 y7 S# `$ i) g8 Lmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
3 m3 @2 M0 t a* B3 b8 ?7 Xpart of the then outstanding Preferred Shares Series 18, at the Bank’s option0 F( F2 z8 A; ^3 m0 V @
without the consent of the holder, by the payment of an amount in cash for( @* W& ^7 D7 S2 G
each such share so redeemed of $25.00 together with all declared and unpaid* ~. @# k ]; y+ m: s" b0 ~8 ^
dividends to the date fixed for redemption.) d5 y% F u4 l0 J' M( D7 B7 ~' L
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic8 x, m P" Y! F
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have& L1 T0 o3 z0 Z
the right, at their option, to convert, on February 25, 2014 and on
- _8 ]+ J7 z) s, r6 WS-4
$ i4 Z6 ^) n4 r& |3 \$ {1 B1 K& J- m- wFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
) ^* |' M+ i9 H; u& X6 b& ~* a; Mor all of their Preferred Shares Series 18 into an equal number of Preferred
8 K4 C0 ]. E( |1 CShares Series 19 upon giving to the Bank notice thereof not earlier than0 x0 r- e+ f8 x' \9 J8 j! P+ V
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day* \! m G q) x2 T/ e. p
preceding, a Series 18 Conversion Date.6 v1 W/ C! V+ Z! `
Automatic Conversion If the Bank determines, after having taken into account all shares tendered+ ]- n9 P6 N5 J) ?
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares6 i2 J( O/ j6 u5 V0 e d d# k5 Y
Series 19, as the case may be, that there would be outstanding on such/ E; D! M& }5 H5 c$ M& ^
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,! E' z. }+ s }- L; r5 l4 m
such remaining number of Preferred Shares Series 18 will automatically be
& Q3 C- c5 s3 J7 i' N. Uconverted on such Series 18 Conversion Date into an equal number of
3 e" _! E/ ~) y3 Y7 DPreferred Shares Series 19. Additionally, if the Bank determines that, after
0 b) n9 k) X" l9 r/ {/ ~& ~' jconversion, there would be outstanding on such Series 18 Conversion Date
1 N7 i" F5 e7 b& o( x* s0 p; vless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
7 H& P3 |5 z2 r. p u4 fSeries 18 will be converted into Preferred Shares Series 19.5 h( I* O" W0 j7 _& m7 S/ d
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares1 @) ^5 n; O' _4 d
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
! M! \3 M# V4 G4 ?any meeting of the shareholders of the Bank unless and until the first time at$ ~4 S3 o6 x/ U# o
which the Board of Directors has not declared the whole dividend on the
$ Q0 `* v4 k6 lPreferred Shares Series 18 in any quarter. In that event, subject as
- ]' @: \0 ?. T- F( w% n/ ?( }2 chereinafter provided, the holders of Preferred Shares Series 18 will be
d5 ^6 C4 {+ E# xentitled to receive notice of, and to attend, meetings of shareholders at which7 Y; T$ m% r/ v. l) h" b
directors of the Bank are to be elected and will be entitled to one vote for
2 w, y* C9 K B( ]8 t7 Q' Geach Preferred Share Series 18 held. The voting rights of the holders of the' ]6 R F) V! ], c+ L- Y7 y; w! M
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of; f1 ~0 r) |- R o
the first dividend on the Preferred Shares Series 18 to which the holders are
d5 x& j8 c9 ^6 |- Wentitled thereunder subsequent to the time such voting rights first arose until
. a1 i; `* ?3 R9 Z- ]$ hsuch time as the Bank may again fail to declare the whole dividend on the' m. u% i: B8 Z
Preferred Shares Series 18 in respect of any quarter, in which event such. P" v% @# C `- H8 Q
voting rights will become effective again and so on from time to time.
# a3 C4 k5 h u6 Q4 |; T, y5 {Principal Characteristics of the Preferred Shares Series 19
U* D) `3 z% ?' QDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
W; j2 q, W. Cfloating rate non-cumulative preferential cash dividends, as and when
# s6 D) d" ]: V% Cdeclared by the Board of Directors, subject to the provisions of the Bank Act,2 J( S) S4 ?4 M% J' D% s' f8 } F" a. s0 m
payable quarterly on the 25th day of February, May, August and November
! z- n; w/ t: s8 Bin each year, in the amount per share determined by multiplying the
- R" i. F' P$ l4 [* Aapplicable Quarterly Floating Dividend Rate by $25.00.4 x! l" c! f# p
On the 30th day prior to the commencement of the initial quarterly dividend
- Z2 O7 Z' e. Y: N, X' t1 wperiod beginning on February 25, 2014, and on the 30th day prior to the first
$ Y5 k4 O0 ^" j6 @; O' T# ]! zday of each subsequent quarterly dividend period (the initial quarterly# B9 U% L8 x# a5 | ?7 C ]
dividend period and each subsequent quarterly dividend period is referred to$ O1 p& y3 y- I. T& {
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
. @" H+ l3 z: ^: t/ G2 [Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
8 x7 F4 M+ E8 d& LPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the1 O9 S2 K; T0 |( |
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
* C2 u# H! d& Melapsed in the applicable Quarterly Floating Rate Period divided by 365)! x4 e% Z8 g' e9 ^3 Q+ u
determined on the 30th day prior to the first day of the applicable Quarterly+ f! D$ I+ H0 | S4 _+ X
Floating Rate Period.+ h* ^" o+ T: w. G
S-53 {. R! J6 W' K, l( \
If the Board of Directors does not declare a dividend, or any part thereof, on( A" y( u" F' i0 v' f& H
the Preferred Shares Series 19 on or before the dividend payment date for a
+ A9 A/ R+ l9 U7 ?' pparticular quarter, then the entitlement of the holders of the Preferred
/ I. z' c9 C: V2 O3 W# TShares Series 19 to receive such dividend, or to any part thereof, for such& g. e7 R8 s t$ }2 ?8 _
quarter will be forever extinguished.# G8 W# e( d) X( | g, ?2 R1 p
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
1 z' C. g) P7 p6 xSuperintendent and to the provisions described below under the heading
' q* }0 k& e. N4 H& s‘‘Details of the Offering — Certain Provisions of the Preferred Shares& s( p% q8 l) q/ O
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,: d+ D' u" Z" U# S& c' M7 ?
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all4 t7 n7 }% k' b' }; Y4 f6 E9 E
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s6 c1 I0 k1 p% N/ [$ q& f% X$ c
option without the consent of the holder, by the payment of an amount in
n6 E, I* _1 \2 f0 b0 p5 Z3 Ecash for each such share so redeemed of (i) $25.00 together with all declared2 ?0 w# K9 Q i! w& F4 l0 S1 _2 J# K
and unpaid dividends to the date fixed for redemption in the case of
( {2 g* b5 Y a$ Yredemptions on February 25, 2019 and on February 25 every five years
) N4 H' F# }2 ^6 p3 [thereafter, or (ii) $25.50 together with all declared and unpaid dividends to% U9 P5 ?3 w c6 o& I" j
the date fixed for redemption in the case of redemptions on any other date$ W' ~8 g% b$ C/ X0 q. O, p
on or after February 25, 2014.
) e U4 T+ z1 `4 u* n* @Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic/ }, u2 p! {$ b1 H* z
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
7 z4 S6 q/ o/ F' I7 |# Nthe right, at their option, to convert, on February 25, 2019 and on
7 h6 A4 m( J9 v- z+ pFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
/ G1 a" v* C$ [8 m8 d4 |9 {- K/ for all of their Preferred Shares Series 19 into an equal number of Preferred2 n, p' K. Q; z- v: X
Shares Series 18 upon giving to the Bank written notice thereof not earlier/ P1 P! U9 m0 S3 W$ p5 j& L
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
* B: @5 M4 H' @5 ]" v15th day preceding, a Series 19 Conversion Date./ c% t" @9 Y: `4 ?4 H6 S! W
Automatic Conversion If the Bank determines, after having taken into account all shares tendered5 [$ B0 c+ b. v
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares- a4 }- w3 ~! `$ Q o
Series 18, as the case may be, that there would be outstanding on such
- O7 V' g) b5 k( K4 o. |Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
* n# z$ G) A8 isuch remaining number of Preferred Shares Series 19 will automatically be
& ^" G# u2 Y/ J! D7 w( ]0 iconverted on such Series 19 Conversion Date into an equal number of- y" @5 w" y( c+ A$ j1 L. z/ T, m
Preferred Shares Series 18. Additionally, if the Bank determines that, after
) R' {3 W4 z5 [4 s& A9 e, T6 iconversion, there would be outstanding on such Series 19 Conversion Date, }! r+ b' g' C( {0 U
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
0 y5 l2 f% W6 I, c. y( q. GSeries 19 will be converted into Preferred Shares Series 18.
0 Q9 m; C8 E, NVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares5 ~7 M P1 } u2 w( w2 H
Series 19 will not be entitled as such to receive notice of, attend, or vote at,. l- B0 }& c8 p0 p; ]' T
any meeting of the shareholders of the Bank unless and until the first time at
- E% S! d+ b5 q: e8 E6 twhich the Board of Directors has not declared the whole dividend on the
% \' u O& e+ E: x9 D( RPreferred Shares Series 19 in any quarter. In that event, subject as/ x) Y7 ~4 ]! T+ @% \: o5 {3 C
hereinafter provided, the holders of Preferred Shares Series 19 will be
2 g2 P8 [7 F) t6 Y8 U6 a$ s) pentitled to receive notice of, and to attend, meetings of shareholders at which1 M; |8 ^; l% y, ]
directors of the Bank are to be elected and will be entitled to one vote for3 a' Y* V! O4 |/ w4 @: Q
each Preferred Share Series 19 held. The voting rights of the holders of the
6 b T/ [6 X6 A$ K! J9 |2 ?Preferred Shares Series 19 will forthwith cease upon payment by the Bank of* q+ A f( [: i* [# k2 W% {( M5 e$ R
the first dividend on the Preferred Shares Series 19 to which the holders are
. u; X: @7 i2 ^+ Fentitled thereunder subsequent to the time such voting rights first arose until
7 Y+ {8 b V: b+ U0 p4 L: K2 usuch time as the Bank may again fail to declare the whole dividend on the
! c% `* `7 V. z" _Preferred Shares Series 19 in respect of any quarter, in which event such
$ L; t4 S* Z- avoting rights will become effective again and so on from time to time.
+ H4 k& D) D; |" GS-6
! Y; {- @: F6 H" k0 E7 vPriority: The preferred shares of each series of the Bank will rank on a parity with
; x# v. r( s: W8 @8 G. Xevery other series and are entitled to preference over the common shares of
2 e6 v- k6 ]4 N8 l9 `& W1 }the Bank and over any other shares of the Bank ranking junior to the. @- C" o! n0 l$ J4 S) y2 e
preferred shares with respect to the payment of dividends and upon any, A9 A' x( |7 l
distribution of assets in the event of the liquidation, dissolution or1 A) O# M' r+ Z6 S: P* E5 c
winding-up of the Bank.) J2 @; v+ n: @- i" z$ a" S9 G
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under% U1 ~# r+ |/ A2 ?& H; V
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
' O# X) n' ]1 G7 ^& @Series 18 and Preferred Shares Series 19 will not be required to pay tax on
. f- b6 S! i" j* q2 Rdividends received on such shares under Part IV.1 of such Act. |
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