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发表于 2008-11-29 16:58
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下面是BMO的:
2 d: f; N0 ]9 D1 G4 K8 f5 _SUMMARY OF THE OFFERING- N0 N. I3 n5 f6 `" @; l
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’’.
* `, c3 E/ [1 z( VIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.7 t5 |9 E) @- @, n
Amount: $150,000,000 (6,000,000 shares).! c3 j d+ \/ i' S
Price and Yield: $25.00 per share to yield initially 6.50% per annum. z) V/ e$ @/ w* `1 X9 a& Q
Principal Characteristics of the Preferred Shares Series 18# O5 W7 }, _ K5 n5 C, s; v
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed) V$ Q- a7 [; c# E$ o w
non-cumulative preferential cash dividends, as and when declared by the# I' H% ]7 j8 Z: m. w
Board of Directors, subject to the provisions of the Bank Act, for the initial. Y! g& P' m# t W7 N j' \
period commencing on the closing date and ending on and including
. P0 E9 h% s8 y9 m* L2 Z4 DFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the8 g' Z' r; w3 C1 y
25th day of February, May, August and November in each year, at a rate; U3 P# }! Y6 l0 j
equal to $0.40625 per share. The initial dividend, if declared, will be payable
' K4 K* n3 J: f" [9 [May 25, 2009 and will be $0.73459 per share, based on the anticipated closing8 [# m+ i; M% m2 D1 u
date of December 11, 2008.* D/ g B0 u8 `9 Z
For each five-year period after the Initial Fixed Rate Period (each, a* |, ~0 Y4 `. n# A! t
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares9 C/ y. \+ y4 o: `
Series 18 will be entitled to receive fixed non-cumulative preferential cash/ {0 u/ V0 t( O; {; y% K7 R/ g
dividends, as and when declared by the Board of Directors, subject to the- `2 x1 R U5 Q5 Y) `- _
provisions of the Bank Act, payable quarterly on the 25th day of February,
) u) b3 e( s: n: m- dMay, August and November in each year, in the amount per share per annum
3 Y5 c: [0 a; {' A* c" Hdetermined by multiplying the Annual Fixed Dividend Rate applicable to! }' `: N2 r x9 [4 W/ y3 N
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
6 S+ [# K' I" `# Q2 u2 ]+ rRate for the ensuing Subsequent Fixed Rate Period will be determined by the
. d' g. L6 c* q: E nBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
+ X6 D0 S. p1 iof such Subsequent Fixed Rate Period and will be equal to the sum of the
3 c7 M u& S7 M- G+ pGovernment of Canada Yield on the applicable Fixed Rate Calculation Date q4 P y& V0 b2 S
plus 3.83%.3 z# p: X6 P c$ f! o
If the Board of Directors does not declare a dividend, or any part thereof, on
, r' p! W9 h, S W& |* Jthe Preferred Shares Series 18 on or before the dividend payment date for a) @& e0 R6 A( V) i
particular quarter, then the entitlement of the holders of the Preferred
# P" _) L7 ~; h& GShares Series 18 to receive such dividend, or to any part thereof, for such
3 e- i$ p0 F( Z7 X- r5 r/ s1 Qquarter will be forever extinguished." K% h$ [/ q2 h0 A% ?
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the d$ u* J r8 \* |" f6 Y# m
Superintendent and to the provisions described below under ‘‘Details of the
/ q+ {+ g! p; z2 z% B8 eOffering — Certain Provisions of the Preferred Shares Series 18 as a: N8 @* c) f# j) d5 J
Series — Restrictions on Dividends and Retirement of Shares’’, on
F. a1 Z' E9 \( f0 |February 25, 2014 and on February 25 every five years thereafter, on not
. c" V8 _; ~; }, r* Dmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any7 d5 c# E, {1 o2 {
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
6 y+ _4 e+ T* l9 W jwithout the consent of the holder, by the payment of an amount in cash for
+ m7 R3 @+ T0 x* Z; u! _3 M0 }+ xeach such share so redeemed of $25.00 together with all declared and unpaid
9 d" L9 S, n9 [dividends to the date fixed for redemption.
+ N- @* s9 E, h8 v- a9 QConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic1 ^& I; N x* h" @- E
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have6 L; C- }" G" y
the right, at their option, to convert, on February 25, 2014 and on, {* d0 q# n* j j5 Y2 }( M* v! d
S-42 e- E- j- v+ T' `
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any- x/ ~9 G" ~9 \0 a7 g
or all of their Preferred Shares Series 18 into an equal number of Preferred
! o0 H; `8 s% O5 ?. w& R3 B# zShares Series 19 upon giving to the Bank notice thereof not earlier than8 J7 ~5 C% Y6 f9 ^0 i& E
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day4 o) X+ |6 Z( u3 D! d
preceding, a Series 18 Conversion Date.
" o. B; ]& I6 N. _Automatic Conversion If the Bank determines, after having taken into account all shares tendered
" [% e/ `) x3 t! fProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
: u1 c+ U& d3 [: o9 e9 i0 Z4 nSeries 19, as the case may be, that there would be outstanding on such
. W8 `) T2 h1 Y' I& [' h* g! ]Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,) H1 z' O% h) P2 @8 K! g0 v, W* R* I% |
such remaining number of Preferred Shares Series 18 will automatically be
% [# X: ~! n' B, {' e: g4 a# wconverted on such Series 18 Conversion Date into an equal number of5 p' N6 g) N a R
Preferred Shares Series 19. Additionally, if the Bank determines that, after) ?* H D- |' R% O2 v
conversion, there would be outstanding on such Series 18 Conversion Date6 I) t* { d, [. ]4 D! G, Z; X7 x
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares l/ b/ S$ R4 r! w6 Y
Series 18 will be converted into Preferred Shares Series 19.; q; `; N; x2 T; j. s4 m' I1 _
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 O6 l# }+ }( Y* {" zSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
* s6 A7 X# f6 s+ Xany meeting of the shareholders of the Bank unless and until the first time at% S3 C% `2 Y! ~ S2 ~0 m2 R4 M
which the Board of Directors has not declared the whole dividend on the
: s) D* V( @/ U1 C1 i3 B6 F& w2 K+ vPreferred Shares Series 18 in any quarter. In that event, subject as& n+ J3 ]! r) p* a
hereinafter provided, the holders of Preferred Shares Series 18 will be2 @/ I b$ M. I0 m# z. q2 e0 j1 ~0 K* B
entitled to receive notice of, and to attend, meetings of shareholders at which
4 g9 {* B8 w! [, Q4 B+ z9 Mdirectors of the Bank are to be elected and will be entitled to one vote for; @& F- p p0 l6 J
each Preferred Share Series 18 held. The voting rights of the holders of the
?4 ]/ P. P& P" n2 R8 Q7 _1 {Preferred Shares Series 18 will forthwith cease upon payment by the Bank of+ J4 R9 G1 ~8 m- \. J# A3 F
the first dividend on the Preferred Shares Series 18 to which the holders are
. E8 b- U4 ^" i3 q7 D5 sentitled thereunder subsequent to the time such voting rights first arose until4 D) e5 P. h5 ~
such time as the Bank may again fail to declare the whole dividend on the
0 l& b# w: C$ rPreferred Shares Series 18 in respect of any quarter, in which event such
3 P- Y/ w9 H8 |voting rights will become effective again and so on from time to time.( ]8 l0 s. N1 e/ ~8 W
Principal Characteristics of the Preferred Shares Series 19
, |, P' j! a. B {+ g# O1 WDividends: The holders of the Preferred Shares Series 19 will be entitled to receive y! ~# i, z4 p+ o1 u) K, s
floating rate non-cumulative preferential cash dividends, as and when
) _, T9 H! R0 \/ v9 |' [$ cdeclared by the Board of Directors, subject to the provisions of the Bank Act,2 @" m2 a* w& m! U
payable quarterly on the 25th day of February, May, August and November$ r1 O! K2 K4 P L! n$ |0 J% P( I
in each year, in the amount per share determined by multiplying the; C' E. m: ?& J o$ ?
applicable Quarterly Floating Dividend Rate by $25.00.
& _7 `! S4 G8 ]; xOn the 30th day prior to the commencement of the initial quarterly dividend T$ K# V. }% x1 h9 X
period beginning on February 25, 2014, and on the 30th day prior to the first2 x3 z' |3 a) g: x' T
day of each subsequent quarterly dividend period (the initial quarterly
" \- D& l, K5 idividend period and each subsequent quarterly dividend period is referred to5 ~% J* a! ]) k
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
5 }% G6 i1 {# m$ h) h K' LQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate* Q# i, Y9 \( _
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
$ I1 i5 L' p' H Z8 h q3 gT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
. x& ]" q# s, H0 L+ ?2 @3 z* Velapsed in the applicable Quarterly Floating Rate Period divided by 365)
1 q& A0 O+ k# h# Y4 mdetermined on the 30th day prior to the first day of the applicable Quarterly7 r4 l8 T' D( ]5 y9 ~: r6 f0 `
Floating Rate Period.
4 W* V% [. M% r1 M. F5 US-58 }+ s) J8 a/ c" x/ _
If the Board of Directors does not declare a dividend, or any part thereof, on; E! d- D# t( w* f V( Q3 N8 }- d
the Preferred Shares Series 19 on or before the dividend payment date for a& y& q+ t) g: e1 B0 \$ V1 \
particular quarter, then the entitlement of the holders of the Preferred
* |6 f9 ]- U+ ]4 ^Shares Series 19 to receive such dividend, or to any part thereof, for such
4 C7 q: \( c* o! @0 J' U3 gquarter will be forever extinguished.8 U, r6 a! u' a; [" r: R
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the' }6 `- o4 u% J: b
Superintendent and to the provisions described below under the heading
: H, I: K9 C; M( i1 B6 ^‘‘Details of the Offering — Certain Provisions of the Preferred Shares1 |3 N2 h( Z9 a" x/ b
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,; I9 B. H& U0 W9 P* y$ i- S
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
$ X% t1 y7 V: Z; u9 u4 R% lor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
9 n% y q* Y+ g5 W8 w9 Moption without the consent of the holder, by the payment of an amount in& [# b' \+ a7 K/ ~1 c8 N
cash for each such share so redeemed of (i) $25.00 together with all declared
' f$ P( s' g* X7 P) n1 I. Pand unpaid dividends to the date fixed for redemption in the case of
7 Y6 a5 h# J3 { r1 mredemptions on February 25, 2019 and on February 25 every five years7 J; ^ i- q) D( ~$ `8 @
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
' X1 ? O- {+ b& hthe date fixed for redemption in the case of redemptions on any other date! R ~+ {6 @' i
on or after February 25, 2014.
) e6 p( K8 y" I3 K4 b7 {; P2 ^Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic# N' b% ^+ c1 i2 i! {! n2 B9 V
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
& R8 G7 d* z* N8 `' |the right, at their option, to convert, on February 25, 2019 and on
1 Q ~6 W/ T+ s( v2 EFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any# r# H4 m& |# B2 j& Y# x+ @
or all of their Preferred Shares Series 19 into an equal number of Preferred) Q, ?! z6 n! H" m* g& d! h z2 f
Shares Series 18 upon giving to the Bank written notice thereof not earlier3 h6 V" n2 o6 t( ?4 S
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
: J4 U7 P& Q6 F5 d, I. `$ l% o, F15th day preceding, a Series 19 Conversion Date.! x: u1 t# D0 x" x/ L
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
3 S9 g' ^, G* v" q* VProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares$ l$ f! N( M( T( P
Series 18, as the case may be, that there would be outstanding on such
/ `8 F9 j l( q4 H% m) p6 xSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
; l; b" ], b% |, m* ]6 ssuch remaining number of Preferred Shares Series 19 will automatically be/ n) c& x8 L; o
converted on such Series 19 Conversion Date into an equal number of( Q5 J) A `& K. w9 @4 o
Preferred Shares Series 18. Additionally, if the Bank determines that, after! S- g) ]4 U' _
conversion, there would be outstanding on such Series 19 Conversion Date+ g2 \* ~: ]/ @; z! D
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares/ n; Y" F0 E# R7 F' j
Series 19 will be converted into Preferred Shares Series 18.
$ e# U }9 O6 s( AVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
) ~! X* r2 ~7 G7 ISeries 19 will not be entitled as such to receive notice of, attend, or vote at,) a6 Q$ p' b* C( q
any meeting of the shareholders of the Bank unless and until the first time at
1 m; J; z' X2 ^3 Q+ _6 _which the Board of Directors has not declared the whole dividend on the% D. ^1 h @# W7 Z
Preferred Shares Series 19 in any quarter. In that event, subject as/ j* G- T$ L. ~
hereinafter provided, the holders of Preferred Shares Series 19 will be
* L: d: E7 t2 R) r7 Centitled to receive notice of, and to attend, meetings of shareholders at which
) \$ w2 B5 {$ sdirectors of the Bank are to be elected and will be entitled to one vote for# t1 e5 n# K+ I% O
each Preferred Share Series 19 held. The voting rights of the holders of the# x) v3 E+ @/ K
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of1 G6 C; J6 I) X3 d* f$ S
the first dividend on the Preferred Shares Series 19 to which the holders are
% P. i, c2 o. F5 n9 [entitled thereunder subsequent to the time such voting rights first arose until
c+ o2 v2 Y1 d8 `such time as the Bank may again fail to declare the whole dividend on the
( H6 |+ x9 G: jPreferred Shares Series 19 in respect of any quarter, in which event such
" z4 C: `5 G4 c2 s" _, g9 evoting rights will become effective again and so on from time to time.
" T& m% C C8 a7 }+ W: @S-62 G- w3 Y: h9 `- F8 [# h W4 L7 h4 p
Priority: The preferred shares of each series of the Bank will rank on a parity with
: d" D4 p. \/ L) E( ^4 I" revery other series and are entitled to preference over the common shares of
, ~/ k5 f- b R6 kthe Bank and over any other shares of the Bank ranking junior to the
8 V9 n$ u/ G; `" g* K$ O! Fpreferred shares with respect to the payment of dividends and upon any
5 S+ w7 L+ a/ n: `# c, [" bdistribution of assets in the event of the liquidation, dissolution or6 M/ I% ]$ Q9 |, b. u: v2 G. Q
winding-up of the Bank.
8 u/ M" ?; y- bTax on Preferred Share The Bank will elect, in the manner and within the time provided under
* d: k6 W# P3 S7 sDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
4 ]& Y% H0 l: h+ N' RSeries 18 and Preferred Shares Series 19 will not be required to pay tax on1 {/ I V, e V4 K R! ?
dividends received on such shares under Part IV.1 of such Act. |
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