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发表于 2008-11-29 16:58
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下面是BMO的:* P/ ?, f! p8 C" f! Y& c( H
SUMMARY OF THE OFFERING$ n- F4 f5 |! C) I6 @: i. H
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’’.
3 R( W: R( i, [6 I. n7 bIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
/ C( K' Y0 [! M0 t! D0 [2 sAmount: $150,000,000 (6,000,000 shares).
4 S/ I* S h# \Price and Yield: $25.00 per share to yield initially 6.50% per annum.0 O1 ^6 y" D. l
Principal Characteristics of the Preferred Shares Series 18
: t2 a9 W1 p* P5 v( [Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed- Q9 l: d# e& \9 _1 l/ ~( s% D. G
non-cumulative preferential cash dividends, as and when declared by the
+ V" p2 \" P- I5 u3 p5 W3 Q) CBoard of Directors, subject to the provisions of the Bank Act, for the initial
3 P; g9 B* F; n3 \period commencing on the closing date and ending on and including
* M: R8 v+ ~+ F/ k# k9 kFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the. r. y3 [2 U% o, }$ |0 y
25th day of February, May, August and November in each year, at a rate
# ?4 K- q' D9 K3 Vequal to $0.40625 per share. The initial dividend, if declared, will be payable ]5 o7 z4 k' a( k
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing( `# M8 D& Y+ T" n
date of December 11, 2008.' t& S' L' o5 ~5 a" _7 h5 s
For each five-year period after the Initial Fixed Rate Period (each, a
5 W- s" C6 I; _& U) q" J% g; G; ]‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares: F2 K1 t. o4 X! o
Series 18 will be entitled to receive fixed non-cumulative preferential cash
+ q- F) V& R; B( s2 {1 ^1 f1 idividends, as and when declared by the Board of Directors, subject to the
$ g- s% D; o9 uprovisions of the Bank Act, payable quarterly on the 25th day of February,. m. r1 b; N* o) U6 C* l
May, August and November in each year, in the amount per share per annum
# B- W' z* R* Z4 {, y7 Kdetermined by multiplying the Annual Fixed Dividend Rate applicable to6 R- Z) t$ Y6 J# k& C
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
+ e, s7 O' {4 ~ L! yRate for the ensuing Subsequent Fixed Rate Period will be determined by the! ?2 i3 M/ G% u* M0 _- ~
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day; m, e" ]. f9 U5 X
of such Subsequent Fixed Rate Period and will be equal to the sum of the9 Q4 C3 p0 O/ A( k; W3 K
Government of Canada Yield on the applicable Fixed Rate Calculation Date/ i7 X& v `& m" s6 w# ]
plus 3.83%.4 ^8 F1 N4 x& L8 H5 Z* Z
If the Board of Directors does not declare a dividend, or any part thereof, on0 r& j" [( p8 M% [( h b# g& E) }- V
the Preferred Shares Series 18 on or before the dividend payment date for a
- ~8 y3 d6 I/ Q# l$ D+ S4 E2 zparticular quarter, then the entitlement of the holders of the Preferred
7 C1 @8 \+ z& l( wShares Series 18 to receive such dividend, or to any part thereof, for such
) W$ d3 q* ^' D. I' G5 {3 Jquarter will be forever extinguished.# N6 ` R; c. D! G0 t) L/ _. B& ]6 G
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
$ ~' \# ?/ h3 Y4 I/ \Superintendent and to the provisions described below under ‘‘Details of the% D3 p# H. x- J+ I
Offering — Certain Provisions of the Preferred Shares Series 18 as a/ T! E' Z0 V# v
Series — Restrictions on Dividends and Retirement of Shares’’, on
! K. x: g2 H$ L7 M7 @; `February 25, 2014 and on February 25 every five years thereafter, on not
* L9 [& t* ?2 S% u/ amore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
2 h, w9 @! b) z2 h( l' zpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
/ D2 f1 i3 ]$ Q+ pwithout the consent of the holder, by the payment of an amount in cash for; H4 u3 p* |% W4 C
each such share so redeemed of $25.00 together with all declared and unpaid
7 C3 c$ ]) d7 d2 F. udividends to the date fixed for redemption.% l" {4 h F+ }' D
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic8 }9 k9 x$ y7 i3 N# {) ~
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
7 a" D& _! r G0 s) Jthe right, at their option, to convert, on February 25, 2014 and on* u3 m3 X% z( _$ ^. ?
S-4
* M/ ?1 Z X# k6 S) p; jFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any* E1 ~5 f6 z L: D8 o
or all of their Preferred Shares Series 18 into an equal number of Preferred
& o- h1 r( T0 u: F8 cShares Series 19 upon giving to the Bank notice thereof not earlier than
. {9 B6 h3 z/ P30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day) J8 M$ M0 g' D$ u8 f
preceding, a Series 18 Conversion Date.! |+ k2 ~+ Q: ]- x2 l. P
Automatic Conversion If the Bank determines, after having taken into account all shares tendered+ ~& @& { ]- ]3 U# q& D$ n- N
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
( R E. I' T/ U4 SSeries 19, as the case may be, that there would be outstanding on such
: A/ m2 E. r m+ QSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,6 a: a- ?/ |" M7 J+ y5 Z6 k
such remaining number of Preferred Shares Series 18 will automatically be" Y9 I) H$ C: G- L# M$ _" M
converted on such Series 18 Conversion Date into an equal number of
- V7 Y6 I& x, BPreferred Shares Series 19. Additionally, if the Bank determines that, after
. x& F o8 b% S Y. ^conversion, there would be outstanding on such Series 18 Conversion Date
, h$ D5 h2 \$ ~8 W) \( \less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares5 c9 t2 f* A7 u; e% v
Series 18 will be converted into Preferred Shares Series 19.
3 E) g/ [& d. \' o: ^2 }8 RVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
* _) A! k2 K0 x5 n9 ~' B0 [Series 18 will not be entitled as such to receive notice of, attend, or vote at,
7 a; r8 G: U% D" b3 [8 E0 aany meeting of the shareholders of the Bank unless and until the first time at
+ j* e! O1 S! l- A, p5 j4 a/ I5 l- wwhich the Board of Directors has not declared the whole dividend on the2 X( w- U1 r# h( p7 L4 M/ N8 E2 X4 N
Preferred Shares Series 18 in any quarter. In that event, subject as
; F8 r/ d/ I& C6 A2 Rhereinafter provided, the holders of Preferred Shares Series 18 will be' U+ W0 y, S3 ?$ c, |8 c1 d
entitled to receive notice of, and to attend, meetings of shareholders at which
" F' k. A" R8 Q T4 `, O5 s5 ndirectors of the Bank are to be elected and will be entitled to one vote for
6 G( X6 G4 W6 J) Teach Preferred Share Series 18 held. The voting rights of the holders of the
4 q3 U' M. w7 r \/ ~( @# {2 HPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
8 ^5 u3 F" O0 h, ^; }$ mthe first dividend on the Preferred Shares Series 18 to which the holders are
' ]# h {- o( H1 N6 s4 kentitled thereunder subsequent to the time such voting rights first arose until
5 ?. F" {5 r8 q5 ^9 isuch time as the Bank may again fail to declare the whole dividend on the
6 e+ x# B( R* T; j: L2 _: i# ]Preferred Shares Series 18 in respect of any quarter, in which event such! j0 V5 ~) V; v6 O6 h% M& B1 z
voting rights will become effective again and so on from time to time.
% A3 V$ o. }8 _Principal Characteristics of the Preferred Shares Series 19
3 S2 s! E4 E9 q9 S7 ^& DDividends: The holders of the Preferred Shares Series 19 will be entitled to receive5 I( L, b1 ~4 H2 d0 e# \
floating rate non-cumulative preferential cash dividends, as and when4 {. ~: T3 J- ` S* j
declared by the Board of Directors, subject to the provisions of the Bank Act,- @( e+ ?" d; Q. g, B8 `; d
payable quarterly on the 25th day of February, May, August and November: p6 M6 @0 h0 c5 m9 [- w4 O/ I
in each year, in the amount per share determined by multiplying the
, X3 N: G! B; N- O qapplicable Quarterly Floating Dividend Rate by $25.00.2 `' C& I1 B. ~( K+ ~1 V
On the 30th day prior to the commencement of the initial quarterly dividend/ P, p- N0 U0 X2 T" i) u
period beginning on February 25, 2014, and on the 30th day prior to the first
; ^' u! G7 V/ S3 j! Y. [1 Y4 fday of each subsequent quarterly dividend period (the initial quarterly
; S" T9 h- B) n7 {" ^: p2 }/ y! tdividend period and each subsequent quarterly dividend period is referred to
2 p6 b; g2 a- W: t3 N- nas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the! r! _, R7 s! _, g
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
0 a& [3 f @9 y9 ^4 n) t2 U4 y' {0 G: FPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
3 b6 N& y7 F5 l: l1 B+ O! ST-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
% D3 P% X, \( X0 g( oelapsed in the applicable Quarterly Floating Rate Period divided by 365)- @- c( j) k+ Y7 |8 C( ~
determined on the 30th day prior to the first day of the applicable Quarterly
4 @$ H2 M) x" R G* L0 J2 LFloating Rate Period.& X2 }* q4 R; ?8 w+ p
S-5
: v- S$ S N$ ?9 J/ yIf the Board of Directors does not declare a dividend, or any part thereof, on! h9 T0 A9 u' Z, w
the Preferred Shares Series 19 on or before the dividend payment date for a1 L; ]2 W) `, }3 s2 q/ x" H
particular quarter, then the entitlement of the holders of the Preferred- }$ n7 ^$ y( Q1 N8 s5 C
Shares Series 19 to receive such dividend, or to any part thereof, for such9 n, c( l, c, X. ?
quarter will be forever extinguished.
; G+ T# c2 t' a6 w3 nRedemption: Subject to the provisions of the Bank Act and to the prior consent of the8 S/ c5 w0 J: G& `( t
Superintendent and to the provisions described below under the heading( y5 p( u7 h. H3 H; Z4 G5 g* z( {
‘‘Details of the Offering — Certain Provisions of the Preferred Shares& E7 T* D8 E( o( ?" s
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
+ }" `/ d9 a! U0 l: n8 V' w0 lon not more than 60 nor less than 30 days’ notice, the Bank may redeem all; I! s1 d9 C2 e, s% o; l( c8 K9 {
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
" W) ~4 V& B2 c8 H2 loption without the consent of the holder, by the payment of an amount in0 p/ W3 X( `. l- h
cash for each such share so redeemed of (i) $25.00 together with all declared* O+ d% z! I6 h5 B8 e R
and unpaid dividends to the date fixed for redemption in the case of
+ b, t6 w t8 f; m$ g* W. ^redemptions on February 25, 2019 and on February 25 every five years
9 R+ s2 C! K, e0 q- Uthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
; _; `8 R& K, ]% Q' Nthe date fixed for redemption in the case of redemptions on any other date
: c: Z9 s! D9 c4 g* bon or after February 25, 2014.
8 G2 I2 P1 ^+ }- F+ {* F1 gConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic6 f4 I2 q0 ^3 Q& z0 i/ }2 q$ J2 T
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have2 ?+ M" w1 U W$ I3 m. ]' G
the right, at their option, to convert, on February 25, 2019 and on
) v5 ]6 ]; U+ a2 M% ?; zFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any# h# I" |4 u5 Y4 ?5 P' }
or all of their Preferred Shares Series 19 into an equal number of Preferred
1 W) h3 w2 z' E& m3 gShares Series 18 upon giving to the Bank written notice thereof not earlier
( X+ ?4 ^7 n% c M i% `2 ythan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
8 F+ U" ~3 U! S8 K9 A' [ ?15th day preceding, a Series 19 Conversion Date.
- x5 C$ j; c% Z+ A! zAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
) `) S3 t& A" d% I( jProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
- }* e& P! H% m% O' q6 R1 w6 {! W% L% CSeries 18, as the case may be, that there would be outstanding on such
& h; O0 _, E4 w. ?Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
3 v1 K; @% q5 w- esuch remaining number of Preferred Shares Series 19 will automatically be
2 F W; R( n( x6 Jconverted on such Series 19 Conversion Date into an equal number of l+ n- C5 l" ^7 A! w4 W
Preferred Shares Series 18. Additionally, if the Bank determines that, after5 m2 _6 K2 S$ s( `/ B$ r" c5 v
conversion, there would be outstanding on such Series 19 Conversion Date$ p$ W( s& ?. Z! @) i! C+ m
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
+ C; H3 \6 D/ a1 H0 \! U1 D9 i6 g6 \5 K& ESeries 19 will be converted into Preferred Shares Series 18.
; {! K; s8 n4 W$ _- I0 FVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 J( o4 d* Q1 c; o9 J/ J" |+ ^Series 19 will not be entitled as such to receive notice of, attend, or vote at, r2 E1 p% b" C9 a
any meeting of the shareholders of the Bank unless and until the first time at7 d: E8 B. Q5 o3 }0 F' [
which the Board of Directors has not declared the whole dividend on the
7 K" d o/ y. n+ C( JPreferred Shares Series 19 in any quarter. In that event, subject as& Y5 r, l/ c. V# |4 n5 I; K
hereinafter provided, the holders of Preferred Shares Series 19 will be
' G+ o0 M& M* `6 X3 X& g. u; m' Kentitled to receive notice of, and to attend, meetings of shareholders at which
9 q& O& [0 H* H- F( gdirectors of the Bank are to be elected and will be entitled to one vote for
$ D7 r! x% X) |9 G, d$ [each Preferred Share Series 19 held. The voting rights of the holders of the
! F' B4 b7 c. y/ ]3 W4 F" [% KPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
8 I: P4 q3 z4 M3 {4 d; U. i$ W3 Othe first dividend on the Preferred Shares Series 19 to which the holders are
: ^/ `1 s- g2 s; hentitled thereunder subsequent to the time such voting rights first arose until1 e) x; r4 p2 U' ^& }7 Q
such time as the Bank may again fail to declare the whole dividend on the* y" F N, I- Q& s
Preferred Shares Series 19 in respect of any quarter, in which event such
0 Q# D. V7 s/ `9 T3 lvoting rights will become effective again and so on from time to time.- b6 `) ~' A p. U
S-6
2 g, M* `% x! K) h0 F% \Priority: The preferred shares of each series of the Bank will rank on a parity with v7 F3 P y2 T( O6 u! W- D
every other series and are entitled to preference over the common shares of5 f3 P8 ?2 V7 l4 s+ v9 U: d
the Bank and over any other shares of the Bank ranking junior to the
* b# [7 P: H" F3 n" o' dpreferred shares with respect to the payment of dividends and upon any
) s. S# a5 ~& G kdistribution of assets in the event of the liquidation, dissolution or6 I! k' ?3 O; w3 ^" m
winding-up of the Bank.; v6 p$ o2 \9 L) ~' |1 p
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under! e# J; Q' i& a2 S
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares1 B% I, K8 G( E2 _1 y
Series 18 and Preferred Shares Series 19 will not be required to pay tax on! Y) Z. u) w, f4 E5 I0 Y7 k3 r
dividends received on such shares under Part IV.1 of such Act. |
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