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发表于 2008-11-29 16:58
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下面是BMO的:; K( `. m0 ?6 c( }
SUMMARY OF THE OFFERING
K5 P" G( ^) y$ q" x# OThis 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’’.
- E: K/ P! ]) G, V: IIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
+ D- _! F& J2 i1 mAmount: $150,000,000 (6,000,000 shares).# p. Q; ~! m% {' Y1 v
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
; @: Z, ~) g0 I2 M( jPrincipal Characteristics of the Preferred Shares Series 18! i Q; T: Z) G. _* P
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed$ C$ s: f0 f! @2 @+ _ k
non-cumulative preferential cash dividends, as and when declared by the
( @" ^# ], S! ~0 m: {Board of Directors, subject to the provisions of the Bank Act, for the initial7 R8 x$ m" J: c. C
period commencing on the closing date and ending on and including% D: R6 w+ Q1 z1 [
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the+ w' t* |2 W& I% v
25th day of February, May, August and November in each year, at a rate1 c% I, @6 m# _ U4 [$ z2 L9 U
equal to $0.40625 per share. The initial dividend, if declared, will be payable
2 |, {. `, x/ `! f6 DMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing* D0 a5 t) O" m& j6 s4 A" h: }
date of December 11, 2008.* ^' C; R1 F7 T; G- A
For each five-year period after the Initial Fixed Rate Period (each, a8 ^4 M7 y+ }1 q
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares- z% c2 `& B+ d S
Series 18 will be entitled to receive fixed non-cumulative preferential cash
; y1 \4 [# c- d) U' ?dividends, as and when declared by the Board of Directors, subject to the( }+ v) ?& d; l# I5 J2 R
provisions of the Bank Act, payable quarterly on the 25th day of February,
. u* s8 }/ |/ BMay, August and November in each year, in the amount per share per annum0 T o/ b# L2 F* G; O/ C6 `3 ~
determined by multiplying the Annual Fixed Dividend Rate applicable to' ]- H! Y+ U' l% E
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend( v( V( u5 _+ z% Y0 y2 l$ [
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
# `" h0 X, V0 i6 {4 ]- _& g. fBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
a7 S5 Z) D, J' H% tof such Subsequent Fixed Rate Period and will be equal to the sum of the
4 s$ S9 @; T n, w) h! |" `Government of Canada Yield on the applicable Fixed Rate Calculation Date2 t8 Q; K+ v5 s7 x$ t" r& x
plus 3.83%.3 w# @. c9 b! T; C# w
If the Board of Directors does not declare a dividend, or any part thereof, on
* T9 ]% f9 c4 `- j- Mthe Preferred Shares Series 18 on or before the dividend payment date for a
" P. x' x5 x' N$ L8 S& V' U: t) Jparticular quarter, then the entitlement of the holders of the Preferred0 a6 ^* z) C* w0 _
Shares Series 18 to receive such dividend, or to any part thereof, for such
" X Z- L, t5 jquarter will be forever extinguished.
/ a& a+ }9 E8 ]# NRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
. J" m3 p& y1 `* |7 n0 X3 xSuperintendent and to the provisions described below under ‘‘Details of the6 M8 k+ A" d' ~
Offering — Certain Provisions of the Preferred Shares Series 18 as a: W" }0 B; {' f7 ]
Series — Restrictions on Dividends and Retirement of Shares’’, on, Q/ h6 R1 i3 g4 [ b
February 25, 2014 and on February 25 every five years thereafter, on not
$ S6 \! N- u9 m6 v4 ]" z& i5 D5 pmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
& Q# v6 \5 L F$ {! t& |" zpart of the then outstanding Preferred Shares Series 18, at the Bank’s option: Z- }4 t# y+ i2 z
without the consent of the holder, by the payment of an amount in cash for0 q6 G) g; Y1 a$ S: P5 b/ w
each such share so redeemed of $25.00 together with all declared and unpaid
/ `+ |+ I" N' R$ M V' y! l7 ~3 e$ `dividends to the date fixed for redemption.1 Q& F, ]0 C$ ~8 X8 \$ N
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
' n: \( i2 c+ F1 g/ u6 b; eShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
/ I: O C5 R) [1 a( k: P. u" zthe right, at their option, to convert, on February 25, 2014 and on
0 D' {+ n$ [' ~) u# M. \S-4! b1 d! A! G# k' x! M+ F
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
: N: _6 O# S! e: c8 s" jor all of their Preferred Shares Series 18 into an equal number of Preferred
$ R8 T; j7 W$ b* d& t. TShares Series 19 upon giving to the Bank notice thereof not earlier than
% V4 P" N2 S! p9 l6 t. W1 a4 o7 o! o30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
- ~! O$ A2 w+ M- H* fpreceding, a Series 18 Conversion Date.7 J% S% z0 W8 J7 U4 C
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
; L9 O7 W# ~+ i( N1 C |, ?9 VProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
1 f2 r7 a( v) h1 s; C Z) [. hSeries 19, as the case may be, that there would be outstanding on such
) V% s R; |) R9 gSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
6 s. v5 B: Z. k1 Msuch remaining number of Preferred Shares Series 18 will automatically be
5 r* _- O0 s. ]) n; v4 F* e+ @converted on such Series 18 Conversion Date into an equal number of8 p5 i: @) \+ @8 x. M# R
Preferred Shares Series 19. Additionally, if the Bank determines that, after
* E4 u" j9 q/ o p% P6 Q% vconversion, there would be outstanding on such Series 18 Conversion Date R8 u$ g$ f: E3 A$ I* I' t1 Q
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares& }4 y8 L, r; H9 a: Q, x. u* a3 E
Series 18 will be converted into Preferred Shares Series 19. }/ n$ G- e9 \6 G9 _- {7 s
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 I& l0 T: ], CSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
) G6 B4 v+ m. `/ p7 C: L0 `any meeting of the shareholders of the Bank unless and until the first time at
: P# F' t5 w6 \; Cwhich the Board of Directors has not declared the whole dividend on the
1 J3 {( B) v5 O6 u6 ~0 M. bPreferred Shares Series 18 in any quarter. In that event, subject as, o( d' M' V0 j, g; m- W* @) J
hereinafter provided, the holders of Preferred Shares Series 18 will be. b3 ]) l9 t* o# g/ y. _
entitled to receive notice of, and to attend, meetings of shareholders at which' x+ M& u9 T8 E7 E7 b
directors of the Bank are to be elected and will be entitled to one vote for
& q' H4 H( z. w7 oeach Preferred Share Series 18 held. The voting rights of the holders of the Q7 S% h% Y1 l
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
: Q, S4 b# D& q) Y5 B; D( Qthe first dividend on the Preferred Shares Series 18 to which the holders are2 Z- A7 |! u6 s/ D" k
entitled thereunder subsequent to the time such voting rights first arose until
2 D* _9 {: F: W: R1 x2 Ysuch time as the Bank may again fail to declare the whole dividend on the
9 p" k6 {: N/ {+ V' R Q& kPreferred Shares Series 18 in respect of any quarter, in which event such) P8 {4 c% n4 t, b8 f
voting rights will become effective again and so on from time to time.- N+ b$ g4 R! H- T
Principal Characteristics of the Preferred Shares Series 19
) d7 l% u0 N: u) V" m) f. p6 \( iDividends: The holders of the Preferred Shares Series 19 will be entitled to receive% `0 V$ T- U/ |. a8 ]/ k W
floating rate non-cumulative preferential cash dividends, as and when
+ i, V5 c% F- e. b! jdeclared by the Board of Directors, subject to the provisions of the Bank Act,
. m( z& ]* T/ S9 _3 spayable quarterly on the 25th day of February, May, August and November9 G$ G2 _. ?8 M F" X
in each year, in the amount per share determined by multiplying the
, v c% q: ]' w) D' {$ ]applicable Quarterly Floating Dividend Rate by $25.00.
# d4 w. w y- y9 I3 k4 T$ l3 k! wOn the 30th day prior to the commencement of the initial quarterly dividend- a0 |* G/ M9 d) ]5 T1 o+ T4 P( X) A
period beginning on February 25, 2014, and on the 30th day prior to the first6 Z1 _; ]/ k5 G X, k
day of each subsequent quarterly dividend period (the initial quarterly9 y" K. G" @6 x
dividend period and each subsequent quarterly dividend period is referred to
; L4 T! T$ @. |! J, uas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
* N& w4 f8 J4 t& G+ [/ m$ E' rQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate2 p4 ~* W! I7 f/ w3 u4 j
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
. ~4 W3 v+ o) y( M4 v& LT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days3 [+ g2 E! c( T8 O( v8 L6 i q
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
; Z7 R" f: Q, D0 [3 A4 Rdetermined on the 30th day prior to the first day of the applicable Quarterly4 \0 P8 b+ I3 V$ { m& g
Floating Rate Period.) W; @5 K5 A9 a4 Z% Y. l
S-5
9 G6 L" S9 S! k2 W) A! K; AIf the Board of Directors does not declare a dividend, or any part thereof, on
8 q) `7 v3 V- u e' Y0 X6 H3 Sthe Preferred Shares Series 19 on or before the dividend payment date for a5 A0 z' O- b8 v" Z4 ^
particular quarter, then the entitlement of the holders of the Preferred0 F' B0 R- f% \! O5 E9 m
Shares Series 19 to receive such dividend, or to any part thereof, for such
3 J& q( O' M8 Q3 F$ U' {quarter will be forever extinguished.4 L# E, |0 i2 L0 z
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the; v, Q! Y7 v4 x: H/ N6 D
Superintendent and to the provisions described below under the heading1 n- F, e1 U! f% y, u
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
5 O: O/ q; Z' Q; ]# sSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
8 u M: J8 p+ K; |2 z/ E1 Jon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
+ }2 w, F u5 aor any part of the then outstanding Preferred Shares Series 19, at the Bank’s+ G; J% S. P: X$ `6 N/ D
option without the consent of the holder, by the payment of an amount in" j: q& I( }8 e5 n {. }
cash for each such share so redeemed of (i) $25.00 together with all declared
9 G7 e/ r0 W; A; c; G( J1 Yand unpaid dividends to the date fixed for redemption in the case of" @. T1 w9 Y- x% l. ]$ L9 k
redemptions on February 25, 2019 and on February 25 every five years2 W9 R- u2 d' l: e/ J6 w
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
* R1 Q3 g6 u+ c( H7 j3 Athe date fixed for redemption in the case of redemptions on any other date* H( b7 A% N) H
on or after February 25, 2014.4 s! H' ]; f- t' h$ U
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic- I9 ~ @. e) [* W
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
( Z+ U1 i; ]! |# c/ x$ z! k7 cthe right, at their option, to convert, on February 25, 2019 and on+ v- m5 o. ^0 B, [* F) | }- j
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any" {. ]9 j i& v9 t. d# \
or all of their Preferred Shares Series 19 into an equal number of Preferred
1 q% m0 {! T+ T0 W& lShares Series 18 upon giving to the Bank written notice thereof not earlier
- `" y; B/ t- b$ e4 |than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
! Y0 ^- M% K) \7 G; w h; W6 |15th day preceding, a Series 19 Conversion Date.2 p0 x+ s) N6 t3 j* ~! N
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
' u" i% F4 \. d8 {' v+ GProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
% J0 w( R" ^: w' \" @Series 18, as the case may be, that there would be outstanding on such
' ?, T1 C* d" ^Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,/ b4 n( V I) |/ X9 y9 J
such remaining number of Preferred Shares Series 19 will automatically be
& [" u9 u" i0 z+ {: x3 l1 K. v7 e. A7 fconverted on such Series 19 Conversion Date into an equal number of
' h9 f3 g8 W3 \% W- n/ S b" APreferred Shares Series 18. Additionally, if the Bank determines that, after5 L) ?5 [# k9 z4 C4 {
conversion, there would be outstanding on such Series 19 Conversion Date
' T L g4 h( h, c1 Bless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares9 i, m8 R' W" W2 p
Series 19 will be converted into Preferred Shares Series 18./ ^* O' z s/ [
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. w" y* }/ T+ wSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
3 o; ]- X2 f$ ]+ Rany meeting of the shareholders of the Bank unless and until the first time at
& z- s2 R+ G# ^5 c6 Hwhich the Board of Directors has not declared the whole dividend on the
) S; z8 b) N* p% h0 I; ?Preferred Shares Series 19 in any quarter. In that event, subject as% ?. N* g1 U* ?& X- S
hereinafter provided, the holders of Preferred Shares Series 19 will be4 g; M$ L* U7 Y$ S4 j) V
entitled to receive notice of, and to attend, meetings of shareholders at which; u" y: u" D# i6 y8 u
directors of the Bank are to be elected and will be entitled to one vote for& l2 } j+ g. i
each Preferred Share Series 19 held. The voting rights of the holders of the! t* W/ y- k6 N/ U! E8 z' M( p
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
3 J* l" J+ }: W+ L h( U, nthe first dividend on the Preferred Shares Series 19 to which the holders are: T, w3 z- K, n+ @& X6 W# F7 l
entitled thereunder subsequent to the time such voting rights first arose until& g& B5 F: [0 f; E5 O. J7 {5 b% h
such time as the Bank may again fail to declare the whole dividend on the
" h L2 i. Y4 j; v( q- V9 [# V; IPreferred Shares Series 19 in respect of any quarter, in which event such# {5 G; o3 p. i3 h* @
voting rights will become effective again and so on from time to time.
% `1 z: x$ Z. _# tS-62 A6 X) c) q. ]/ q# _* E) ^6 e. E
Priority: The preferred shares of each series of the Bank will rank on a parity with
0 }( n' V( H- Q6 H9 q5 _) B" xevery other series and are entitled to preference over the common shares of* }2 y, s" o& q# }* v h8 l
the Bank and over any other shares of the Bank ranking junior to the
' f5 Q3 `5 s3 ]- xpreferred shares with respect to the payment of dividends and upon any: I" J! j5 a1 M+ w7 Y$ [
distribution of assets in the event of the liquidation, dissolution or4 Q" r# W6 t/ p7 x' U
winding-up of the Bank.
5 q" U7 A' L% z* b* j8 D& zTax on Preferred Share The Bank will elect, in the manner and within the time provided under
# }- t% U# Q* x: e; _8 G6 b; }Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
. N+ T5 m7 X! _. P$ \: uSeries 18 and Preferred Shares Series 19 will not be required to pay tax on, l; Y& l1 q( l
dividends received on such shares under Part IV.1 of such Act. |
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