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发表于 2008-11-29 16:58
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下面是BMO的:# y) I+ \3 J) l' J) Z' y# y! J+ P7 v
SUMMARY OF THE OFFERING
# S/ v) l7 h) E& d! HThis 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’’.5 }7 Y; }# X* b4 f+ M
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.% m& f9 D: h( K2 F
Amount: $150,000,000 (6,000,000 shares).1 K3 Y3 N3 `5 e9 c5 Y3 g# x; n. q4 c
Price and Yield: $25.00 per share to yield initially 6.50% per annum.; E) g/ R5 k/ l. _8 h
Principal Characteristics of the Preferred Shares Series 188 G* l+ Y/ X. q4 _2 g' T
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed* S6 r# M$ U. f
non-cumulative preferential cash dividends, as and when declared by the" M6 P4 C m0 p' h
Board of Directors, subject to the provisions of the Bank Act, for the initial' e7 [5 r% m% ?. |& i
period commencing on the closing date and ending on and including' _" Q8 q+ D& F. f
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the0 _' T3 n0 d ?" p$ c6 X
25th day of February, May, August and November in each year, at a rate5 n* T0 B/ \1 d+ l
equal to $0.40625 per share. The initial dividend, if declared, will be payable Q, h0 J% N6 F* q) w( D
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing* D5 ]4 _: q" p# o- v4 m
date of December 11, 2008.- b8 M6 X& w) B0 V( p& K0 K+ [! A
For each five-year period after the Initial Fixed Rate Period (each, a8 A5 D X% b2 `* l( m4 d
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares6 p7 o: ^0 U2 v4 c
Series 18 will be entitled to receive fixed non-cumulative preferential cash
3 j' ? Z7 D @+ M* Pdividends, as and when declared by the Board of Directors, subject to the% [: P- a$ }# k# j1 g5 T
provisions of the Bank Act, payable quarterly on the 25th day of February,
7 i2 D R/ m0 C% g8 ^May, August and November in each year, in the amount per share per annum
& s) P1 y: [5 }1 c+ V: Fdetermined by multiplying the Annual Fixed Dividend Rate applicable to( s6 a. }. q" ^
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
+ {$ ^3 a3 f. q* }0 Q6 Y! WRate for the ensuing Subsequent Fixed Rate Period will be determined by the4 L- t9 |- Q) U
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day+ _! V2 \: D; d3 z: M5 W
of such Subsequent Fixed Rate Period and will be equal to the sum of the
& k5 `0 T7 g; s4 W4 B( DGovernment of Canada Yield on the applicable Fixed Rate Calculation Date4 Q, I1 A: L( Z* K" {, |
plus 3.83%.
: E2 p! x/ b' VIf the Board of Directors does not declare a dividend, or any part thereof, on- h0 @3 I. ?+ t1 h
the Preferred Shares Series 18 on or before the dividend payment date for a
) j7 @6 o5 f. _; Oparticular quarter, then the entitlement of the holders of the Preferred
2 H) J$ a( M' g: ~& M# VShares Series 18 to receive such dividend, or to any part thereof, for such
; p7 D3 a0 a, Yquarter will be forever extinguished.
2 d' G) f1 f) D5 ?) ?Redemption: Subject to the provisions of the Bank Act and to the prior consent of the0 s7 Y- X3 _* U
Superintendent and to the provisions described below under ‘‘Details of the
" K2 J0 @- V4 p) w5 E) X: K" w8 EOffering — Certain Provisions of the Preferred Shares Series 18 as a
* x9 o- [9 Y n- s( w# JSeries — Restrictions on Dividends and Retirement of Shares’’, on" l+ B- U6 ]& z \7 n/ P8 U
February 25, 2014 and on February 25 every five years thereafter, on not6 V% M0 O3 n* A& y+ a% n2 }/ ] v9 c
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any4 E7 F+ P2 w4 e
part of the then outstanding Preferred Shares Series 18, at the Bank’s option0 J' E5 M& D- ]* k+ e/ W# ~
without the consent of the holder, by the payment of an amount in cash for7 t- }5 z4 x$ N) r/ g$ z) h
each such share so redeemed of $25.00 together with all declared and unpaid. e. X' \) W. u# _/ D
dividends to the date fixed for redemption.- B x/ X4 B/ L! s
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic v0 A& {) {* |- S
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have8 n1 \4 L% ]+ k! z8 \ {
the right, at their option, to convert, on February 25, 2014 and on; z8 w( q" x! Z) O b! O
S-48 \( U# }% r$ z8 ?* F0 C7 e
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
; A4 } S# }1 h6 G" h: X# oor all of their Preferred Shares Series 18 into an equal number of Preferred/ n* p( s7 ^4 n( {* V0 Q
Shares Series 19 upon giving to the Bank notice thereof not earlier than
+ }1 ]& _( y# `7 \" N# \30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day- d& i- {- u8 V8 ~
preceding, a Series 18 Conversion Date.
+ w* Y g+ O- K* Q5 A5 P2 m0 nAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
, l7 C* |8 s. N8 K1 D1 \Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares5 X8 }" H) B6 v I
Series 19, as the case may be, that there would be outstanding on such
& U+ k5 ` Y& y c1 ySeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,$ D6 a9 a& T3 n. C/ w* \ M% V
such remaining number of Preferred Shares Series 18 will automatically be
2 ?9 \4 ], }0 V" }, M0 W2 kconverted on such Series 18 Conversion Date into an equal number of
2 C% t$ p) M1 W2 D6 b: BPreferred Shares Series 19. Additionally, if the Bank determines that, after
8 `( N- A5 M& N) O+ n1 @ @0 Zconversion, there would be outstanding on such Series 18 Conversion Date
+ e" ]( D( Z9 s D# P( t* }less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
" \! r8 D7 C! L& X7 {) t+ |& C2 o% `Series 18 will be converted into Preferred Shares Series 19.
) q5 F3 U2 W, ?" F! aVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares, A# d: o+ g, w' H) D
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
2 w0 N( W9 g$ z$ C- tany meeting of the shareholders of the Bank unless and until the first time at
" y& y+ t) F; Z2 Q3 f! zwhich the Board of Directors has not declared the whole dividend on the! M. L/ j& F) Q1 P
Preferred Shares Series 18 in any quarter. In that event, subject as2 i3 X3 J# E2 k F9 f* z
hereinafter provided, the holders of Preferred Shares Series 18 will be
) i" `& b. q5 M1 m& f3 sentitled to receive notice of, and to attend, meetings of shareholders at which' @: z4 H1 G# u& z
directors of the Bank are to be elected and will be entitled to one vote for
3 X- y+ s9 j& @each Preferred Share Series 18 held. The voting rights of the holders of the
" Y1 q, y8 A Y0 B. a5 RPreferred Shares Series 18 will forthwith cease upon payment by the Bank of6 I' ]5 l. C! L, p- Y" G
the first dividend on the Preferred Shares Series 18 to which the holders are
u9 l# F7 h8 aentitled thereunder subsequent to the time such voting rights first arose until, B' l+ q0 m ~8 G
such time as the Bank may again fail to declare the whole dividend on the
) [1 d6 B8 L5 J: e9 EPreferred Shares Series 18 in respect of any quarter, in which event such8 `( @# ~/ Y0 i
voting rights will become effective again and so on from time to time.) @& d7 S' o. Z7 D v! E9 j
Principal Characteristics of the Preferred Shares Series 19
6 H" A9 j5 e# f+ u" [8 rDividends: The holders of the Preferred Shares Series 19 will be entitled to receive4 x* }7 `$ [9 B5 {+ i
floating rate non-cumulative preferential cash dividends, as and when
* f6 a$ ~. @: l& M ?- x! bdeclared by the Board of Directors, subject to the provisions of the Bank Act,) @/ S- y9 S3 m+ s1 X
payable quarterly on the 25th day of February, May, August and November* r3 D9 C9 ?+ a4 P' y3 `
in each year, in the amount per share determined by multiplying the
3 b) F9 Q" `$ w" Q( d3 Q" |5 C+ Iapplicable Quarterly Floating Dividend Rate by $25.00.) y, ~ B, [- T0 E, J% A9 \
On the 30th day prior to the commencement of the initial quarterly dividend6 K) R9 L O0 J6 }
period beginning on February 25, 2014, and on the 30th day prior to the first4 n4 r" D, H9 R7 Q, H8 L; u
day of each subsequent quarterly dividend period (the initial quarterly
! Z" x. S! W0 Kdividend period and each subsequent quarterly dividend period is referred to7 g+ @$ v, T- l1 O
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
& x: s: J! c% r: ZQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
8 ~5 N5 A0 h8 o' H+ Q; ` mPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
% ]4 A& A: y0 K6 TT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days; \- l' V+ c3 S8 z! e
elapsed in the applicable Quarterly Floating Rate Period divided by 365)8 k$ w+ M1 F: V& s) R/ t
determined on the 30th day prior to the first day of the applicable Quarterly
% w X/ ?- r( a2 [7 n l" qFloating Rate Period.
0 M9 v- S2 d/ j ~; f+ |6 {S-5
! U; {% b% T2 tIf the Board of Directors does not declare a dividend, or any part thereof, on8 Q- C& e% Q( @8 q& x
the Preferred Shares Series 19 on or before the dividend payment date for a0 ]/ i( s9 o+ ^; T' B
particular quarter, then the entitlement of the holders of the Preferred( k9 t/ B9 V, @* `
Shares Series 19 to receive such dividend, or to any part thereof, for such2 s8 ~* K7 X" L4 t
quarter will be forever extinguished./ d" S5 Y- D- }& I2 ?" x
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the% I- X& }2 O: u M
Superintendent and to the provisions described below under the heading* g7 i8 ]' i3 v+ f" q9 ]/ V
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
' I0 J: A0 t, y4 [! D: B& PSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
" E) g* Q' _( G3 u- G5 Ion not more than 60 nor less than 30 days’ notice, the Bank may redeem all9 r2 ]- O |# ]9 P* s* W
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s* u! B# w7 |+ `5 P% c* L: v/ W6 M
option without the consent of the holder, by the payment of an amount in
, l' C* j1 R1 p% Kcash for each such share so redeemed of (i) $25.00 together with all declared1 w' X! Q2 v2 T2 |2 H4 L
and unpaid dividends to the date fixed for redemption in the case of2 n3 n) l7 K" N1 m- l; r
redemptions on February 25, 2019 and on February 25 every five years, l, N# f6 l- _6 x
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to+ A! R- g& m& h/ V$ j
the date fixed for redemption in the case of redemptions on any other date
4 m& d% `! l9 o! {& qon or after February 25, 2014.
9 ~( D0 |; h) [/ @$ v1 dConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic8 `6 j& z7 Q4 o, v! e* Z+ S* `
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
2 T# y X% I- o- D6 Xthe right, at their option, to convert, on February 25, 2019 and on
' |, k; b9 y5 t% @$ |0 zFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
; L) v9 L0 f D1 x3 m, hor all of their Preferred Shares Series 19 into an equal number of Preferred+ j, j: ?; D: g2 [, n' @0 |) S
Shares Series 18 upon giving to the Bank written notice thereof not earlier8 k0 X4 ^4 Z# z \0 W
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
7 S( ` Y+ K" Y- b15th day preceding, a Series 19 Conversion Date.3 A ~) h* y& g( A3 [9 E6 v
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
0 k# i5 Y& F W8 t2 d+ Q! L, XProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares0 [+ j" M; C5 f i! S$ ]* X
Series 18, as the case may be, that there would be outstanding on such, |5 b o. ]! b
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
. E2 d" L: [: [5 Q/ qsuch remaining number of Preferred Shares Series 19 will automatically be+ ^' y) w9 H# d. K% |! c3 F
converted on such Series 19 Conversion Date into an equal number of! P% O- y9 H, R$ ]
Preferred Shares Series 18. Additionally, if the Bank determines that, after. ]3 L* T! C% u5 B
conversion, there would be outstanding on such Series 19 Conversion Date& ?3 B1 e% R- U$ r+ ?& c6 L
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares& M6 d0 @/ C" e! W- o" ?
Series 19 will be converted into Preferred Shares Series 18.
6 G' k. V" ]) T. C- UVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ L7 `) b. S9 O- e4 A) N1 V4 t
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
/ S. d+ X) C' `* O3 e' H7 J3 E- A8 bany meeting of the shareholders of the Bank unless and until the first time at& Z) R0 |4 ~7 p' V& i
which the Board of Directors has not declared the whole dividend on the
9 L U4 Z- `! T1 l# hPreferred Shares Series 19 in any quarter. In that event, subject as
0 [% N( O% \% x3 X1 h0 dhereinafter provided, the holders of Preferred Shares Series 19 will be
+ e! r4 F. Q& O( x& P0 \entitled to receive notice of, and to attend, meetings of shareholders at which% D1 D4 A! v3 I" V4 O+ V3 h; e u+ t( {+ \
directors of the Bank are to be elected and will be entitled to one vote for
8 G1 Z( e$ F7 e9 y# ?) i, @% r$ feach Preferred Share Series 19 held. The voting rights of the holders of the+ x/ y4 k0 t: W+ b0 D
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
0 R9 s' D! n# Q& X* o% m. |8 jthe first dividend on the Preferred Shares Series 19 to which the holders are
7 V1 _* h8 Z; L/ s% s6 Nentitled thereunder subsequent to the time such voting rights first arose until
% E+ v% P4 C; c% p/ U2 R7 |9 J1 xsuch time as the Bank may again fail to declare the whole dividend on the0 E; E. S! F; y* F0 s& u6 |8 i
Preferred Shares Series 19 in respect of any quarter, in which event such
3 `$ s3 L1 z3 B: n! N( qvoting rights will become effective again and so on from time to time.# Y" R6 B# J8 D9 B( f6 r u
S-6
; F7 m. @: d9 ]Priority: The preferred shares of each series of the Bank will rank on a parity with( r9 t) E" f% U& Y. m! C, ?
every other series and are entitled to preference over the common shares of e4 G0 }/ C" E+ z: k1 P
the Bank and over any other shares of the Bank ranking junior to the
4 T* ^: w) B# R6 V% t. T3 p' I ^preferred shares with respect to the payment of dividends and upon any% ]3 t9 R/ d' ?; {2 b. g+ E
distribution of assets in the event of the liquidation, dissolution or8 t4 r% L J1 C- U! J
winding-up of the Bank.5 F* J: @( U9 \1 g8 ]
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under6 {2 @% o! b0 E- g
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares5 b2 T; v G& p/ ~, c) H$ P
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
0 i4 E) H# D& _dividends received on such shares under Part IV.1 of such Act. |
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