 鲜花( 26)  鸡蛋( 0)
|

楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的:4 c( B9 }* O* }2 Z' J n
SUMMARY OF THE OFFERING
. ^; Y" K2 X0 n8 r: N# G. xThis 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’’.
0 j& l0 U; R% b6 A( gIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.1 n. B3 ~: I6 E. }$ \8 H
Amount: $150,000,000 (6,000,000 shares).
$ Y& f9 g% }) Z# @# OPrice and Yield: $25.00 per share to yield initially 6.50% per annum.8 k6 }7 ~( r; q" q/ S' C4 ^/ A
Principal Characteristics of the Preferred Shares Series 18
! l, w2 {! V1 KDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed W! n" ?8 e3 r8 }: W& e
non-cumulative preferential cash dividends, as and when declared by the8 V) C7 S6 l% j
Board of Directors, subject to the provisions of the Bank Act, for the initial7 W J- [: B" x& k$ s
period commencing on the closing date and ending on and including( i8 m2 X" B" H7 m& R
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
. w) N6 o+ j) m0 E+ S25th day of February, May, August and November in each year, at a rate
" W9 M( I, O, m Hequal to $0.40625 per share. The initial dividend, if declared, will be payable
6 T* E, e* N6 SMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing' O& p: B* B \9 w0 m4 }& B
date of December 11, 2008.+ s" f+ H B0 I0 I: _
For each five-year period after the Initial Fixed Rate Period (each, a) @( v. @7 ]0 o \# M( n
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
( W6 \% U5 T- dSeries 18 will be entitled to receive fixed non-cumulative preferential cash
3 c P! q7 c( R$ {+ [dividends, as and when declared by the Board of Directors, subject to the. Z3 }6 z, M% l# W
provisions of the Bank Act, payable quarterly on the 25th day of February,( Y8 y! R+ c! h* c4 i
May, August and November in each year, in the amount per share per annum& g6 q) k9 m+ z2 n) R
determined by multiplying the Annual Fixed Dividend Rate applicable to* b- {$ F8 H ?3 b* `8 K
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend" B# c+ T- G2 S' z9 a! W- T N
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
& O: i! J/ R- r" WBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day# W9 A: u9 T6 u( x: v, G# H5 y
of such Subsequent Fixed Rate Period and will be equal to the sum of the
* Q3 V2 d1 N" c* _: {! ~) W& d% F4 P/ lGovernment of Canada Yield on the applicable Fixed Rate Calculation Date! m0 l1 q2 i9 A! ]7 P' d7 w
plus 3.83%.
k0 \0 }$ h: a% L6 t, A: }+ lIf the Board of Directors does not declare a dividend, or any part thereof, on
8 h# a( @& P8 t$ |the Preferred Shares Series 18 on or before the dividend payment date for a
4 C( g! {% |5 k8 G4 N+ l8 Dparticular quarter, then the entitlement of the holders of the Preferred
& Q# E- d. [7 ?) D2 |Shares Series 18 to receive such dividend, or to any part thereof, for such
' B- i9 u2 B: {& C! d4 aquarter will be forever extinguished.+ ], i( F5 Z& A& ]4 h+ i
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the2 U) Y* z; `5 B" C
Superintendent and to the provisions described below under ‘‘Details of the6 {0 \3 j$ T, a0 [; b; w% P0 ?
Offering — Certain Provisions of the Preferred Shares Series 18 as a1 N8 @& V. ^5 ~; z* T( k% @8 b
Series — Restrictions on Dividends and Retirement of Shares’’, on5 [% C# U( m+ u, K( i% F
February 25, 2014 and on February 25 every five years thereafter, on not
- k0 I( i9 w) ^' D# H' T- k1 v: amore than 60 nor less than 30 days’ notice, the Bank may redeem all or any9 l- E& H7 w8 [7 e' w, ?: R
part of the then outstanding Preferred Shares Series 18, at the Bank’s option/ z/ v3 {. @, @) ~! x
without the consent of the holder, by the payment of an amount in cash for5 J6 Z0 \ v% C
each such share so redeemed of $25.00 together with all declared and unpaid
8 h: X, b! X" s! x$ T o) ]% h& [% Mdividends to the date fixed for redemption.9 m+ P2 R0 S; r$ a- {" F3 R) N+ z
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic+ k& G1 W! V1 D6 F$ r( M, O
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
, C, i. O" R: n; Zthe right, at their option, to convert, on February 25, 2014 and on# }4 N7 ^; c- W D' W* j+ l
S-4
& a% E+ E, d, h% pFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
$ T$ G% _& F0 C* }- o5 j& @3 Oor all of their Preferred Shares Series 18 into an equal number of Preferred1 i5 `4 _2 v3 {; }
Shares Series 19 upon giving to the Bank notice thereof not earlier than
: M; j1 \3 x4 H) W) r30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day9 e2 l& u$ \' P+ B2 _2 x6 X4 T, `
preceding, a Series 18 Conversion Date.
8 z% ^2 o/ P E' cAutomatic Conversion If the Bank determines, after having taken into account all shares tendered6 \; h6 d+ C2 k5 H' w
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
: J$ ^/ I3 R5 h+ _1 ^/ G YSeries 19, as the case may be, that there would be outstanding on such
5 r5 S8 x3 D+ R' {Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
! t+ S4 K( y: ]( Ksuch remaining number of Preferred Shares Series 18 will automatically be$ M) x$ o* R1 x) A& S
converted on such Series 18 Conversion Date into an equal number of) Q4 h( Z- ]0 X* i1 G5 N
Preferred Shares Series 19. Additionally, if the Bank determines that, after# R3 I0 Q9 G# m U4 D6 w7 g
conversion, there would be outstanding on such Series 18 Conversion Date
. t* q. w6 p, a F* ?less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
* ?: y5 B% {: Z. k/ SSeries 18 will be converted into Preferred Shares Series 19.
+ k* R& }: ]) D; l- b. ~Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
0 O7 x7 I* Q [7 l( k9 n8 J. @Series 18 will not be entitled as such to receive notice of, attend, or vote at,+ r; h, P2 D3 M" I+ t$ A
any meeting of the shareholders of the Bank unless and until the first time at* [: ^$ X1 p: s& f
which the Board of Directors has not declared the whole dividend on the. D$ J. G5 a9 v3 b5 ^
Preferred Shares Series 18 in any quarter. In that event, subject as
& J- h$ w6 W! G. Ihereinafter provided, the holders of Preferred Shares Series 18 will be
( `; g# \% c0 [+ Z, Fentitled to receive notice of, and to attend, meetings of shareholders at which- e) m) e& r4 L8 H' y2 o1 P! {
directors of the Bank are to be elected and will be entitled to one vote for6 y8 q! _6 F% o
each Preferred Share Series 18 held. The voting rights of the holders of the+ }, m' } a* J' ^
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
; R( |0 g5 o5 v: q! Y; Ithe first dividend on the Preferred Shares Series 18 to which the holders are, G# b9 G7 M. b8 L6 h
entitled thereunder subsequent to the time such voting rights first arose until/ y. T" b7 V5 s; G, H5 R
such time as the Bank may again fail to declare the whole dividend on the* ~* `6 F- y% h; A% \( q$ J
Preferred Shares Series 18 in respect of any quarter, in which event such
4 J/ K0 G& Q3 P9 m( q$ G- nvoting rights will become effective again and so on from time to time.: b9 {; ?8 `/ w" e* T) I" L
Principal Characteristics of the Preferred Shares Series 198 M; {3 n# Q) t' ?3 {4 O q) K- `
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
( X" u2 ~. }0 k$ Yfloating rate non-cumulative preferential cash dividends, as and when4 ] k- [& M$ F3 y, j5 _8 L7 v
declared by the Board of Directors, subject to the provisions of the Bank Act,
7 y! C0 r5 [% o* u$ f- }* bpayable quarterly on the 25th day of February, May, August and November* R: t' H9 d* }" R# A: G
in each year, in the amount per share determined by multiplying the
. V( I$ U+ P0 G3 Lapplicable Quarterly Floating Dividend Rate by $25.00.$ P( O5 `! C5 `4 s; t9 v. I
On the 30th day prior to the commencement of the initial quarterly dividend
5 I0 {) [ d, X" G- Y+ Xperiod beginning on February 25, 2014, and on the 30th day prior to the first
* b: k' _( M9 Oday of each subsequent quarterly dividend period (the initial quarterly9 P, g1 k. X) c4 }6 U W$ O
dividend period and each subsequent quarterly dividend period is referred to
" ]: s9 P; |! Q A# Uas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
3 g: r) W: z2 W' C& V: wQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate5 X" j. h) F( Q
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the- u( }3 u" v( ^5 c1 f! K
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
( x* q; B4 p+ _. z, l' ielapsed in the applicable Quarterly Floating Rate Period divided by 365)
+ P4 T9 Q/ [7 {) i; l- Z) mdetermined on the 30th day prior to the first day of the applicable Quarterly
) g6 T) f4 I$ N# fFloating Rate Period.
[: b6 o- n- l* hS-5
. b' e; m7 L! a; {0 x: r, XIf the Board of Directors does not declare a dividend, or any part thereof, on8 l* _4 m# U& R2 R9 R$ i/ ~! F
the Preferred Shares Series 19 on or before the dividend payment date for a1 O" @' I- a3 g) |4 ?
particular quarter, then the entitlement of the holders of the Preferred
+ A8 Z2 p1 ?7 P) ]Shares Series 19 to receive such dividend, or to any part thereof, for such. n" Q5 n, h x4 K" x- L" O# K
quarter will be forever extinguished.
- p K6 ^' n H) KRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
1 r9 b0 h1 J3 c# a1 xSuperintendent and to the provisions described below under the heading0 x& A# t7 G6 E
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
& _ X0 S, M; W. f& fSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,( I- j( P$ F3 D/ T; J/ b
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all; d: t& o( i* K3 G
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
8 Q3 \, N) c* ^! b* |1 f9 ]7 ?option without the consent of the holder, by the payment of an amount in( D4 f7 b, b. T0 X. t4 z w' Y
cash for each such share so redeemed of (i) $25.00 together with all declared
) T" h% ^. `3 ], e v! b! f9 Mand unpaid dividends to the date fixed for redemption in the case of$ b8 q/ v+ @! Q! F t' ?
redemptions on February 25, 2019 and on February 25 every five years
* v( ]7 c. l5 ^* w* a- b3 [thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
* _5 }/ u. g5 p2 d5 |. }% a3 ?+ Hthe date fixed for redemption in the case of redemptions on any other date$ @; ]( \2 ~0 e7 i
on or after February 25, 2014.( R, g: s; w- j9 p
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic1 A! S' ^& g( m! Q4 U: N7 d1 t
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have! a. h4 I( g! Z/ x1 b( f
the right, at their option, to convert, on February 25, 2019 and on a) j8 A; Q, V r
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any+ ~1 {, z4 m/ M* k
or all of their Preferred Shares Series 19 into an equal number of Preferred% d# W T q) t5 \
Shares Series 18 upon giving to the Bank written notice thereof not earlier9 Q" J1 O. l- e
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
& w f$ @0 s+ x8 p" L15th day preceding, a Series 19 Conversion Date.
2 s. ~- m" R5 XAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
) G3 I; t- X# J& XProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares3 ]) h9 J: S& }! ^3 m7 F
Series 18, as the case may be, that there would be outstanding on such- \1 x5 b' C# |; e$ m: E+ t
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
0 g( q# }8 a5 Hsuch remaining number of Preferred Shares Series 19 will automatically be
& L# f4 e, f. Y; _converted on such Series 19 Conversion Date into an equal number of q0 h- S0 \; E$ _+ ?2 ?
Preferred Shares Series 18. Additionally, if the Bank determines that, after2 N0 I9 T7 T+ ^" `
conversion, there would be outstanding on such Series 19 Conversion Date7 {) r+ `/ t9 k4 F- T/ N/ U
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares4 }% E: U7 P2 _% r
Series 19 will be converted into Preferred Shares Series 18.
1 i- w6 T O% k2 c2 X& zVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 [& k( c8 h6 H$ k6 t% B' PSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
1 e* I) E. c: b, ^9 m0 _any meeting of the shareholders of the Bank unless and until the first time at
6 Z D4 V# }5 B3 B* g* D' }# qwhich the Board of Directors has not declared the whole dividend on the
r2 A7 N) V: c. M U9 j: c' zPreferred Shares Series 19 in any quarter. In that event, subject as9 \ {' H7 b r B3 q' @% {
hereinafter provided, the holders of Preferred Shares Series 19 will be
# K& [) \* _9 X$ R @2 ~entitled to receive notice of, and to attend, meetings of shareholders at which
! a$ I; {6 [$ D9 R+ Z; ~4 Rdirectors of the Bank are to be elected and will be entitled to one vote for
0 E! k) n! a) m& Deach Preferred Share Series 19 held. The voting rights of the holders of the- ^' i% @1 z) D0 ]/ W. d
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
7 T9 D* s& ^: `+ R7 cthe first dividend on the Preferred Shares Series 19 to which the holders are
: R. j6 L: s! h- e zentitled thereunder subsequent to the time such voting rights first arose until' j$ ?1 A5 M2 u, Z# u" j
such time as the Bank may again fail to declare the whole dividend on the; N1 e: ^" b! J
Preferred Shares Series 19 in respect of any quarter, in which event such
2 {* ?! Z9 h2 Z! Z! m$ D- Wvoting rights will become effective again and so on from time to time.
" Y( ^% h5 Q3 c. ?0 `: O$ p& FS-6
: T, w# N+ X* c3 |" c: KPriority: The preferred shares of each series of the Bank will rank on a parity with3 r+ {; j3 u% V
every other series and are entitled to preference over the common shares of# ?& h* n( k4 T9 r
the Bank and over any other shares of the Bank ranking junior to the" r/ g' ]7 t7 G5 w, l9 g
preferred shares with respect to the payment of dividends and upon any( n# e! I- {! V5 G
distribution of assets in the event of the liquidation, dissolution or2 Q- T2 Y9 l5 e, w# H9 m$ n, `
winding-up of the Bank.
$ u! E$ S, M7 Y1 q2 k& }; LTax on Preferred Share The Bank will elect, in the manner and within the time provided under
: J* n0 x, ]5 k! i* Q0 {0 A% ?6 VDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
' {1 d: I5 Q. t0 t, SSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
( x1 ~: k+ C6 |7 Rdividends received on such shares under Part IV.1 of such Act. |
|