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发表于 2008-11-29 16:58
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下面是BMO的:; [% W1 Q! I+ }6 L# A
SUMMARY OF THE OFFERING
3 d, K! A. `4 b* M' [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’’.7 _1 _, r/ x @1 h7 @
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.9 i1 j8 a7 e4 l2 |5 S+ H$ ^
Amount: $150,000,000 (6,000,000 shares).5 F+ H( E" ]: n. y
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
2 U, D! e- @# iPrincipal Characteristics of the Preferred Shares Series 18# q$ t9 W, v3 W
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
! x8 u% g; }/ E8 [/ Inon-cumulative preferential cash dividends, as and when declared by the
, S- r" Z/ p" X* Z, @Board of Directors, subject to the provisions of the Bank Act, for the initial
+ Y+ P0 E" x# I/ }+ Z! C" J3 U0 J+ Zperiod commencing on the closing date and ending on and including
% F+ A# O* v; C0 E' ~ J: K! mFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
1 Y7 A" I$ ? y& O F) ^& L25th day of February, May, August and November in each year, at a rate. i: w+ A% h0 [- q$ F
equal to $0.40625 per share. The initial dividend, if declared, will be payable( g9 z) B* A% T5 X& }
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
; C; k+ B0 j; Hdate of December 11, 2008.) d; f1 f7 H- J& s7 k; o
For each five-year period after the Initial Fixed Rate Period (each, a
) \ F' N% Y: k8 k( e‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
# ?3 i6 e. g+ ]: G# d3 P: K" tSeries 18 will be entitled to receive fixed non-cumulative preferential cash; c* B8 u1 ~: T1 Y8 t4 v
dividends, as and when declared by the Board of Directors, subject to the
- N, e& K% T3 h9 i( m6 r0 x8 o uprovisions of the Bank Act, payable quarterly on the 25th day of February,+ ]4 j- _8 T, d) H5 v; p k
May, August and November in each year, in the amount per share per annum
. B. N" `5 O! x7 {: ~) Edetermined by multiplying the Annual Fixed Dividend Rate applicable to
, ~0 {9 ^% j2 Z! J4 F. tsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
- M; n! G2 b b" RRate for the ensuing Subsequent Fixed Rate Period will be determined by the
; C& O$ V; Q3 v' W v0 zBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day: O. m' E9 e" U
of such Subsequent Fixed Rate Period and will be equal to the sum of the
5 E8 F* B- w: c$ q. [Government of Canada Yield on the applicable Fixed Rate Calculation Date, s0 i* n+ D# o* g* o2 @& ~
plus 3.83%.
. l9 t5 n* l: d+ qIf the Board of Directors does not declare a dividend, or any part thereof, on
+ n7 p9 b% w& g: J- ythe Preferred Shares Series 18 on or before the dividend payment date for a
6 B1 ~- `7 z3 Z1 S h% Fparticular quarter, then the entitlement of the holders of the Preferred- R' v* B5 o4 j {/ `- T
Shares Series 18 to receive such dividend, or to any part thereof, for such/ P1 q9 {; ~5 S
quarter will be forever extinguished.
( \ H: L& S" t: t7 cRedemption: Subject to the provisions of the Bank Act and to the prior consent of the+ R1 q/ N& }5 Z+ k$ j
Superintendent and to the provisions described below under ‘‘Details of the
" g, o2 w% @0 VOffering — Certain Provisions of the Preferred Shares Series 18 as a
5 Q |, z; u oSeries — Restrictions on Dividends and Retirement of Shares’’, on
1 k- \# \7 {. s3 a' z8 [February 25, 2014 and on February 25 every five years thereafter, on not
" f" J; ?0 W0 q3 hmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any: z- b4 L% x+ N- N9 {/ p, o1 o
part of the then outstanding Preferred Shares Series 18, at the Bank’s option9 B# T2 R) m- \1 \) U
without the consent of the holder, by the payment of an amount in cash for
2 g6 i; v" N9 B- j: Leach such share so redeemed of $25.00 together with all declared and unpaid
, k, J6 I J- o0 M1 E% zdividends to the date fixed for redemption.
' G% B, L" g: z9 F' f7 w; G3 E4 \Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
- H, i( E' G2 ]8 gShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
: c0 u1 E4 ^5 y8 Kthe right, at their option, to convert, on February 25, 2014 and on7 m+ G4 V' D' r2 L- A+ A
S-4
+ t& Z- n7 Z. D% \2 Y* c4 LFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
+ [2 q' j+ h) p: o% r. Tor all of their Preferred Shares Series 18 into an equal number of Preferred8 q4 C. {) _( `
Shares Series 19 upon giving to the Bank notice thereof not earlier than- B5 ]% M: Y% j+ J+ |
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
% r# q4 E. _$ @ ?' Apreceding, a Series 18 Conversion Date.
0 ^! k8 ?0 K3 y LAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
0 G2 |( i% z% f/ W' B$ U0 [) T' ^! VProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
* F% n. c$ a; _Series 19, as the case may be, that there would be outstanding on such1 Q& v! Q; U, G. c' `3 Y
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,% B: X1 j/ F L# o; L
such remaining number of Preferred Shares Series 18 will automatically be% f, D1 j% Q8 ~( i0 b2 p& t
converted on such Series 18 Conversion Date into an equal number of: W4 p+ F2 I, ^4 |* t% f% k
Preferred Shares Series 19. Additionally, if the Bank determines that, after, ?6 m# C! {. w0 `& l* f
conversion, there would be outstanding on such Series 18 Conversion Date- m$ d" W3 K7 Z" ^7 @, a* ^% M% ~
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
5 `# J+ v( Z4 eSeries 18 will be converted into Preferred Shares Series 19.' R; l# j& u& @. o1 X4 h
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
* s. B+ P: o8 D; g3 d$ I, MSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
1 i0 v& j$ \" z- Dany meeting of the shareholders of the Bank unless and until the first time at: r; \# S5 D* ~. Y2 l
which the Board of Directors has not declared the whole dividend on the
0 F& a# V2 ?& O D, z* LPreferred Shares Series 18 in any quarter. In that event, subject as! M3 ?/ C) y5 |1 L
hereinafter provided, the holders of Preferred Shares Series 18 will be% T; v8 \3 {* h( h
entitled to receive notice of, and to attend, meetings of shareholders at which
8 L' v& s- U1 t3 l h; o2 Fdirectors of the Bank are to be elected and will be entitled to one vote for
0 h! ^* g" e/ r/ e' I7 M" keach Preferred Share Series 18 held. The voting rights of the holders of the
/ H g8 l% O9 ^/ R6 w pPreferred Shares Series 18 will forthwith cease upon payment by the Bank of8 Z& H; R' B, f2 r( {- |
the first dividend on the Preferred Shares Series 18 to which the holders are* y" B" M4 L$ l" N
entitled thereunder subsequent to the time such voting rights first arose until+ Y8 [/ _+ L0 X1 X2 C2 h5 V5 j; W
such time as the Bank may again fail to declare the whole dividend on the5 e- p; K/ m8 J5 y4 w/ ]
Preferred Shares Series 18 in respect of any quarter, in which event such
+ F; P: M- G r8 N. ]* A! pvoting rights will become effective again and so on from time to time.
% ] Q( f9 Y$ H- a) a& q2 R* n0 L$ \Principal Characteristics of the Preferred Shares Series 19
2 x Q D9 a2 c/ I9 A7 C+ ]) ~Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
; p" @( `3 }% efloating rate non-cumulative preferential cash dividends, as and when
% f4 s- F. Z2 V2 W5 odeclared by the Board of Directors, subject to the provisions of the Bank Act,) V+ W1 X6 A6 D" W4 p0 L
payable quarterly on the 25th day of February, May, August and November
4 m8 h4 t' ]3 C+ Bin each year, in the amount per share determined by multiplying the
1 ]" r( a7 c" e, S1 `applicable Quarterly Floating Dividend Rate by $25.00.. E) @1 f3 S$ Z3 A- N8 F
On the 30th day prior to the commencement of the initial quarterly dividend) e) J4 r' N: _! Y& Q
period beginning on February 25, 2014, and on the 30th day prior to the first9 T' r: z: `" ?& U! I; k
day of each subsequent quarterly dividend period (the initial quarterly
! R1 c+ a4 B6 w# f5 R% c& kdividend period and each subsequent quarterly dividend period is referred to
( G l$ t9 ^3 Y4 v( r! X! t) cas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the$ N) H* a$ n" C4 R# I
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate3 P1 O" d+ }) ~
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the: d) h8 e5 F6 ~# z, O
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
9 g- ~8 P$ }. ~elapsed in the applicable Quarterly Floating Rate Period divided by 365)
/ q5 h$ q Q$ g8 I8 e4 ^determined on the 30th day prior to the first day of the applicable Quarterly5 C0 m9 d" K! J; F! F9 c
Floating Rate Period.
" h5 \2 X( e: y- P$ @. p0 ~5 zS-52 I3 {* S/ a% _8 g& O. n! P B
If the Board of Directors does not declare a dividend, or any part thereof, on+ p% D: a' N" l) z( |- J
the Preferred Shares Series 19 on or before the dividend payment date for a8 P: _2 J d2 `
particular quarter, then the entitlement of the holders of the Preferred% G' a3 t U* G7 l
Shares Series 19 to receive such dividend, or to any part thereof, for such
* k! Q& b& O: Kquarter will be forever extinguished.9 E8 ?) {; M) }9 C
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
' o8 N; X7 H1 [) p4 HSuperintendent and to the provisions described below under the heading: C9 j0 k; ^! {: C$ u8 w
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
, g% G. \& O: NSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
9 [5 j5 w2 Q3 R6 y% ?on not more than 60 nor less than 30 days’ notice, the Bank may redeem all# j! h5 T3 Y# l' h: Y5 i% _' s
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
1 I- R6 Q w" G2 d, L4 Doption without the consent of the holder, by the payment of an amount in( L2 {5 f4 |8 y1 k, T
cash for each such share so redeemed of (i) $25.00 together with all declared, p* i: C T: t! b! i F
and unpaid dividends to the date fixed for redemption in the case of
0 l! U% F2 G: U( ?- Predemptions on February 25, 2019 and on February 25 every five years3 h3 H O4 ^) M
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
4 G+ ~, h: f. Z/ p: sthe date fixed for redemption in the case of redemptions on any other date; H& n0 z3 d0 _. M5 V0 c
on or after February 25, 2014./ }4 O% I8 U/ V; C
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic( F) k, T. @! J6 W9 n" [
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have5 i( G$ s( n. G7 G2 Z7 _( N+ v
the right, at their option, to convert, on February 25, 2019 and on
$ o6 V/ w' o* \February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
$ G5 d' `: n4 Z4 K$ w/ | dor all of their Preferred Shares Series 19 into an equal number of Preferred1 l) _! ?6 h, m
Shares Series 18 upon giving to the Bank written notice thereof not earlier
, ^; w2 I3 y# bthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the! Z" u9 c$ D! w8 S% F0 r. S
15th day preceding, a Series 19 Conversion Date.8 u8 z8 D5 I. X, A2 G: |6 R
Automatic Conversion If the Bank determines, after having taken into account all shares tendered1 a O6 a1 D6 E( C/ ?
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
0 r* r5 i3 A3 h$ W& bSeries 18, as the case may be, that there would be outstanding on such
* x8 D% P6 _: GSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,2 t( I2 G% H+ q" x: p& f
such remaining number of Preferred Shares Series 19 will automatically be
: p7 [8 P9 T+ j6 Vconverted on such Series 19 Conversion Date into an equal number of
2 R6 P& ?0 p: U! w4 lPreferred Shares Series 18. Additionally, if the Bank determines that, after
# K7 ~7 H; r3 o0 C+ c" Vconversion, there would be outstanding on such Series 19 Conversion Date$ j! Q' Z, a/ Y, ~# L' R; C1 l
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
5 |' e! q. z2 Z: x+ C6 bSeries 19 will be converted into Preferred Shares Series 18.3 T' T2 a! b0 d( @4 e. ]
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares, j, _, _. D% c8 p
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
, a) W4 l" ]* _) d" Tany meeting of the shareholders of the Bank unless and until the first time at) w. r, R$ K& @( _7 |
which the Board of Directors has not declared the whole dividend on the
8 I& r& [4 z( d1 JPreferred Shares Series 19 in any quarter. In that event, subject as
H; G" e, p1 N- {2 Ahereinafter provided, the holders of Preferred Shares Series 19 will be
i2 i+ B8 u( W, ?" }entitled to receive notice of, and to attend, meetings of shareholders at which7 o _0 y3 Y1 @$ t8 N2 q X N+ t
directors of the Bank are to be elected and will be entitled to one vote for
9 _; L. D4 X" _! O0 ~6 ]6 A6 r6 m( @each Preferred Share Series 19 held. The voting rights of the holders of the
8 p) z) ]: t+ A7 w6 i. uPreferred Shares Series 19 will forthwith cease upon payment by the Bank of, I8 V6 O! O* z' `, C
the first dividend on the Preferred Shares Series 19 to which the holders are
& L) J' R# X4 U( {# j: n( `entitled thereunder subsequent to the time such voting rights first arose until0 P G5 X3 ?! A4 v3 |
such time as the Bank may again fail to declare the whole dividend on the
6 P9 P" T) S! e* A. cPreferred Shares Series 19 in respect of any quarter, in which event such/ Q% M( ?) j* k7 P* n
voting rights will become effective again and so on from time to time.$ a: }, c8 j6 J0 F( t- A! t7 J/ u
S-6
- n7 O" O* U( Y* C. T1 E+ \Priority: The preferred shares of each series of the Bank will rank on a parity with
. ?% Z; ?5 @$ {4 n5 T5 @every other series and are entitled to preference over the common shares of, H& O! P# [5 i$ g: y, W
the Bank and over any other shares of the Bank ranking junior to the; ^- c% C+ h7 K: l9 T
preferred shares with respect to the payment of dividends and upon any& |4 F% N7 h$ r' e) H
distribution of assets in the event of the liquidation, dissolution or
* b0 W7 y! |' N9 vwinding-up of the Bank.
5 }5 L% G% t3 tTax on Preferred Share The Bank will elect, in the manner and within the time provided under: C& A j& `; `; i' |$ E7 l
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
$ F* g( w R M0 eSeries 18 and Preferred Shares Series 19 will not be required to pay tax on! j" H- A" e |, A1 r8 E1 D
dividends received on such shares under Part IV.1 of such Act. |
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