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发表于 2008-11-29 16:58
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下面是BMO的:' {! R3 p* r2 E1 q' x) v9 l' s
SUMMARY OF THE OFFERING1 @; G6 `; d- {3 X7 K' {
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’’.$ q; i2 {: O: I
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
& k5 C3 _2 ^9 t3 h: _Amount: $150,000,000 (6,000,000 shares).& B! ?* ]7 i7 M' E! T" N
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
6 j5 ^- e7 Y# `7 f1 [, P" t' [7 oPrincipal Characteristics of the Preferred Shares Series 18, l6 v2 }' ]7 \4 h/ G: u4 P
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed1 X3 _: d( x" x- _ B! [/ w; X
non-cumulative preferential cash dividends, as and when declared by the+ W& @3 A: m" M7 g
Board of Directors, subject to the provisions of the Bank Act, for the initial b) d* j8 M3 Q" M- r
period commencing on the closing date and ending on and including" A: d0 `4 U1 Z7 @, L
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the: l. O3 ~/ ^% f [0 H* l8 E" d
25th day of February, May, August and November in each year, at a rate
1 L$ F/ k& Y' E4 p$ Zequal to $0.40625 per share. The initial dividend, if declared, will be payable ?# b, H$ Y$ A7 L# I1 x
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
8 b7 D) q' T4 ^7 }date of December 11, 2008.. {5 s8 l: ]4 Y3 i8 ?. X
For each five-year period after the Initial Fixed Rate Period (each, a4 b; m: {7 V7 `9 c/ ^3 q2 y
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
; o" r1 [0 x0 zSeries 18 will be entitled to receive fixed non-cumulative preferential cash$ ]4 n" h/ ~, ^# D
dividends, as and when declared by the Board of Directors, subject to the' x E0 d \* }$ Y5 p3 s
provisions of the Bank Act, payable quarterly on the 25th day of February,- `1 ~8 @% X( k1 B, I/ a' ?
May, August and November in each year, in the amount per share per annum
, \( C; u9 k4 d4 hdetermined by multiplying the Annual Fixed Dividend Rate applicable to( {3 z1 n c. a/ t0 h3 K
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
' |( E n v/ ]5 R. R" iRate for the ensuing Subsequent Fixed Rate Period will be determined by the
: I( L" v) U* `5 M% w( }& `6 lBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day- Z. c8 Z+ u7 c5 _4 H$ A4 H
of such Subsequent Fixed Rate Period and will be equal to the sum of the+ U3 O& M, h5 V0 y0 O& _6 G% y
Government of Canada Yield on the applicable Fixed Rate Calculation Date) k% F% _3 J" k6 r9 `* T2 O
plus 3.83%.
6 f& ?+ f! a$ g4 [If the Board of Directors does not declare a dividend, or any part thereof, on
$ \1 T. p/ F4 |# z; uthe Preferred Shares Series 18 on or before the dividend payment date for a
/ `4 [0 P; e6 p& M- A0 V! nparticular quarter, then the entitlement of the holders of the Preferred ]1 G0 \3 s& m
Shares Series 18 to receive such dividend, or to any part thereof, for such5 F0 s* x) m1 ^8 s F7 b4 a
quarter will be forever extinguished.
8 I' @+ v' G1 _( s5 HRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
6 S! {4 t Z9 d& z$ s/ }3 rSuperintendent and to the provisions described below under ‘‘Details of the; J" U% r+ b1 i" Q) a" M
Offering — Certain Provisions of the Preferred Shares Series 18 as a
8 n" x ?# K( pSeries — Restrictions on Dividends and Retirement of Shares’’, on" q1 j5 h( p' v9 f
February 25, 2014 and on February 25 every five years thereafter, on not
4 O2 x7 G- f4 x0 [: l1 f% {. e% }more than 60 nor less than 30 days’ notice, the Bank may redeem all or any# \2 G# [4 G1 M7 I4 u
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
7 m+ ]7 {( ?% Y; l. bwithout the consent of the holder, by the payment of an amount in cash for
: c1 u- u0 `8 ` {. Keach such share so redeemed of $25.00 together with all declared and unpaid8 d7 z% ]/ C2 P' d
dividends to the date fixed for redemption.
6 a/ S9 S: {' R9 b/ W& N. OConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic3 x$ `+ W4 ?. Y- v. |9 Z
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
7 j( u7 P5 @! F* cthe right, at their option, to convert, on February 25, 2014 and on* P9 B; m) d% |
S-4( N. {, f7 j j
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any ]8 ~! G6 i2 r- d$ D0 l9 C
or all of their Preferred Shares Series 18 into an equal number of Preferred% x$ l0 z0 t4 N/ Q- _
Shares Series 19 upon giving to the Bank notice thereof not earlier than; b d0 H- T0 s1 q
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day# u/ D/ g) S' G( D- C# z
preceding, a Series 18 Conversion Date.
( ^& ^7 x3 z! }4 D% lAutomatic Conversion If the Bank determines, after having taken into account all shares tendered- M! G; h1 z6 Z0 C% V
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares7 U+ A- e% Y3 T; U& `9 j& e! S
Series 19, as the case may be, that there would be outstanding on such
- M2 q$ |; y# t* a m# Q4 [Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,/ k2 @3 |% `& [: A1 `+ O: U S
such remaining number of Preferred Shares Series 18 will automatically be
2 ^. z0 e5 j0 G2 i! d6 y% ^0 U. bconverted on such Series 18 Conversion Date into an equal number of
5 R' U9 f# m; v- l4 |Preferred Shares Series 19. Additionally, if the Bank determines that, after
# W+ c# n2 s F3 Z Lconversion, there would be outstanding on such Series 18 Conversion Date
1 k1 g. y: y) K2 P) \0 g4 M' Xless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
A/ T* h% H, b* i1 r) a! p# rSeries 18 will be converted into Preferred Shares Series 19.
( U0 j6 V/ X4 r) B% j9 d4 p1 h9 SVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares' z- b$ `6 W( i1 ^
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
) n2 ? p x4 w) X& Nany meeting of the shareholders of the Bank unless and until the first time at& _6 W* l; A" o# T* x% Q' i6 n0 L# R
which the Board of Directors has not declared the whole dividend on the
; E. c" v4 x% `( `2 `; q1 vPreferred Shares Series 18 in any quarter. In that event, subject as
; e) N# U$ T: b5 ihereinafter provided, the holders of Preferred Shares Series 18 will be! O! W: t8 }6 E% V
entitled to receive notice of, and to attend, meetings of shareholders at which
1 W' q2 F b# X3 _; R! W6 Edirectors of the Bank are to be elected and will be entitled to one vote for" ?7 C$ `6 D c- u$ E. B
each Preferred Share Series 18 held. The voting rights of the holders of the
* k# N; T; D9 {' G; a. E+ x' e. gPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
; B! N: Q# j! d6 x* a/ jthe first dividend on the Preferred Shares Series 18 to which the holders are
! m! C! X) Y$ Q q% {" f* uentitled thereunder subsequent to the time such voting rights first arose until4 a5 B+ c+ E5 ^+ h
such time as the Bank may again fail to declare the whole dividend on the" e$ ?! H7 C. r3 ~+ i9 z) u
Preferred Shares Series 18 in respect of any quarter, in which event such2 X: t, v" ], F* E3 o5 p0 E; Y. L
voting rights will become effective again and so on from time to time.
4 q( x! @. f3 VPrincipal Characteristics of the Preferred Shares Series 19, G% Q1 `" S( f5 K2 e, K6 b# L
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive, {; _* B& R0 X8 [0 w
floating rate non-cumulative preferential cash dividends, as and when' d% y# |1 X5 c0 S" ?1 q
declared by the Board of Directors, subject to the provisions of the Bank Act,& H) I/ }+ t9 }6 X$ u) o3 J0 n
payable quarterly on the 25th day of February, May, August and November* M+ b; C2 g, ^8 f% S
in each year, in the amount per share determined by multiplying the2 b g% y4 R. L% R, I" P
applicable Quarterly Floating Dividend Rate by $25.00.
$ t! w7 L- C8 o. [On the 30th day prior to the commencement of the initial quarterly dividend
! W3 ^# C# v& f9 V& J* D5 A3 F( yperiod beginning on February 25, 2014, and on the 30th day prior to the first
# v2 G7 B7 [$ _" O* ]" [day of each subsequent quarterly dividend period (the initial quarterly& T# ^% r0 ?' \4 ?3 I9 g
dividend period and each subsequent quarterly dividend period is referred to/ G! A1 Q7 e9 h
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
4 Y: U, }5 Z. ~( R# |Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate9 i' ]7 F2 i" X% h, E" z! \( A- w6 G% f
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
/ |/ f0 u) {# N7 mT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days, B* c' I- x, Y' Z
elapsed in the applicable Quarterly Floating Rate Period divided by 365)- f A" I; n2 l7 s! ]
determined on the 30th day prior to the first day of the applicable Quarterly) ]3 ]4 i0 L6 }! l. Z
Floating Rate Period.
7 Y0 f! R3 {# W+ s0 Y6 M2 xS-5
8 |2 r, ]% P# s# M1 \0 UIf the Board of Directors does not declare a dividend, or any part thereof, on+ d. e9 c) t$ [6 F
the Preferred Shares Series 19 on or before the dividend payment date for a2 h$ [2 C& t8 E) G" M, g
particular quarter, then the entitlement of the holders of the Preferred
6 R- a N/ s# V3 K2 ]Shares Series 19 to receive such dividend, or to any part thereof, for such6 y0 h% z2 C r) _; {4 [8 f
quarter will be forever extinguished.5 ]0 j7 u! j& a A2 J' e( H/ g. n; Y- V
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the3 l" V2 l3 n) I8 ?+ e, i0 w2 ^
Superintendent and to the provisions described below under the heading
3 w' R% i+ x9 t8 U' y. N. R‘‘Details of the Offering — Certain Provisions of the Preferred Shares4 n0 G& U7 @ d, w+ `, v8 S3 C
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,9 P( ?, b; E5 t+ r/ |* `+ U T( h- q
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
3 a6 {4 u0 [5 Q# Y* Hor any part of the then outstanding Preferred Shares Series 19, at the Bank’s/ r8 J% ]2 q3 t- q) |
option without the consent of the holder, by the payment of an amount in/ n# U" `# Z# X0 A% Q
cash for each such share so redeemed of (i) $25.00 together with all declared/ D$ K8 `1 f0 O7 K0 z" o* d
and unpaid dividends to the date fixed for redemption in the case of
2 n8 @6 Z6 b" E+ }& dredemptions on February 25, 2019 and on February 25 every five years1 s: K( k4 B0 W# e$ ?. B; K
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
1 I6 a1 D/ p- y' F' M1 r& V3 ]1 Hthe date fixed for redemption in the case of redemptions on any other date
( P* ~0 h/ W# l; U Z9 ]on or after February 25, 2014.
2 D& [, h4 y4 s; WConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
$ I- `1 Z$ K! R2 M8 XShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have# ?9 y5 s4 _4 x6 h$ B9 W
the right, at their option, to convert, on February 25, 2019 and on
. n W6 |, ]* K0 D: a. K- P" EFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any! F7 M2 X9 I) L$ Z1 }3 ~
or all of their Preferred Shares Series 19 into an equal number of Preferred
x+ k P g! X* C' mShares Series 18 upon giving to the Bank written notice thereof not earlier
) F! @3 h9 q! I5 M9 Ythan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
# n0 d9 a# s; `5 B+ |( G1 w, }" ~15th day preceding, a Series 19 Conversion Date.0 N$ }" c7 V7 n: Q6 e
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
1 W- D- l% O$ uProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
; }" z; W% U" w$ O4 m: ?Series 18, as the case may be, that there would be outstanding on such) X N: P6 D# i$ _ Q6 ?
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,( _% f* x; U- L+ c% `( K" \# D1 `, E1 Z
such remaining number of Preferred Shares Series 19 will automatically be, u8 ~' [' F& z* {9 m! ]
converted on such Series 19 Conversion Date into an equal number of
1 l. B$ X* n7 V5 v" Z7 A+ aPreferred Shares Series 18. Additionally, if the Bank determines that, after
- i4 P T" k" Z2 Q. D1 p" uconversion, there would be outstanding on such Series 19 Conversion Date. y, s. d' [6 n# b" ]
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares. ^- v, I8 o; r( H' b
Series 19 will be converted into Preferred Shares Series 18.
- ~3 ~: @8 o. ?4 x6 W. BVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares5 r% `, O7 i5 N
Series 19 will not be entitled as such to receive notice of, attend, or vote at,2 k3 m/ k+ F3 z
any meeting of the shareholders of the Bank unless and until the first time at. y! I/ B4 a( ^" k
which the Board of Directors has not declared the whole dividend on the
8 u7 i& ~% J5 B dPreferred Shares Series 19 in any quarter. In that event, subject as- m8 D" x0 K+ J) o+ u- k8 X* I
hereinafter provided, the holders of Preferred Shares Series 19 will be
2 N4 {; }# p; d) u( U) S$ ~entitled to receive notice of, and to attend, meetings of shareholders at which! {" }( w' U. p* M* v! M, A0 D* I( ^
directors of the Bank are to be elected and will be entitled to one vote for) V0 |. x9 p& E+ ^8 s3 I
each Preferred Share Series 19 held. The voting rights of the holders of the9 i: {/ H( s8 a4 |3 `
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
# l, W& [& J2 k9 ~! N5 Q2 l& Jthe first dividend on the Preferred Shares Series 19 to which the holders are
M; ^5 v( w; A8 gentitled thereunder subsequent to the time such voting rights first arose until5 ^9 n/ f% {3 S& L* Y2 a& N
such time as the Bank may again fail to declare the whole dividend on the/ } F% o, J* G9 E8 V) T9 N/ {
Preferred Shares Series 19 in respect of any quarter, in which event such% |& a2 m" i/ p
voting rights will become effective again and so on from time to time.
5 a7 K% ^ O* @# lS-6
4 t( ?9 S/ v* HPriority: The preferred shares of each series of the Bank will rank on a parity with. {5 d7 b Z- D0 Z. ?/ o- U
every other series and are entitled to preference over the common shares of# a" k, N5 M* M6 O
the Bank and over any other shares of the Bank ranking junior to the# L! a) }& { b& A- |* `
preferred shares with respect to the payment of dividends and upon any$ w' H, W! j$ f
distribution of assets in the event of the liquidation, dissolution or
* j0 D1 w5 t' cwinding-up of the Bank.7 |+ n" e6 Z- H* v* s5 R
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
: y/ T- t, l. T: UDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares/ z1 a/ `$ Y# B/ `" m
Series 18 and Preferred Shares Series 19 will not be required to pay tax on$ [7 b/ g+ }. ^* R' P/ a& d
dividends received on such shares under Part IV.1 of such Act. |
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