 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:' R+ W0 `- k/ {: D+ y
SUMMARY OF THE OFFERING! G9 Q& ?+ C' s" c$ w6 A0 o: F
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’’.0 U; v2 F8 a/ G) F* O0 q& Y( ^% n* s
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
' S% N! M9 E2 E0 ~# yAmount: $150,000,000 (6,000,000 shares).- i0 |' H6 }+ {6 ?/ [# r
Price and Yield: $25.00 per share to yield initially 6.50% per annum.- @ E5 ]& \4 K$ i% M+ {
Principal Characteristics of the Preferred Shares Series 185 P1 v$ K) Y9 E# {' z7 ^) A5 G3 s
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
0 A: L- N1 G' ]0 \! Z: D J* V, ~non-cumulative preferential cash dividends, as and when declared by the
) @8 w3 q9 O8 b# O, iBoard of Directors, subject to the provisions of the Bank Act, for the initial) R& X5 F/ u3 m5 L8 h
period commencing on the closing date and ending on and including
( i! }. s7 K) m; D1 W) q( mFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the v* L, q8 w) I6 w2 o
25th day of February, May, August and November in each year, at a rate# ^! N8 M: G) I: S
equal to $0.40625 per share. The initial dividend, if declared, will be payable
: `2 [: t7 `8 l* z) Y3 YMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing5 Y% Q8 _1 Y. V; S6 [2 n; H0 ~
date of December 11, 2008.9 C/ [' K* ^* g5 t
For each five-year period after the Initial Fixed Rate Period (each, a% n2 j5 L! y9 E
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares& Z- i) r" b/ t4 }5 z; V* C
Series 18 will be entitled to receive fixed non-cumulative preferential cash" q( x: w s" e, `' y
dividends, as and when declared by the Board of Directors, subject to the
3 l8 [3 Z# b0 nprovisions of the Bank Act, payable quarterly on the 25th day of February,
$ q) W' A% i1 J6 Y" I- aMay, August and November in each year, in the amount per share per annum; N( V7 }0 Z7 F# K |! t: M3 ^: y
determined by multiplying the Annual Fixed Dividend Rate applicable to
6 C$ _( j& [) Y9 d2 _such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend+ O: s% C3 z6 T
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the; M1 O. ^* e* x/ `9 m9 @
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
# G/ w5 G1 G( v) Rof such Subsequent Fixed Rate Period and will be equal to the sum of the
# l- O! V2 K1 s3 c" ^4 [0 \) M, NGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
$ g2 t/ z/ g4 |# ]$ Wplus 3.83%., Q1 [, G; @( | \
If the Board of Directors does not declare a dividend, or any part thereof, on9 q% g* \3 I C* D, p# d3 A) i5 Z" C
the Preferred Shares Series 18 on or before the dividend payment date for a
% o# h: T& M, ^: }8 B E; vparticular quarter, then the entitlement of the holders of the Preferred
+ n* f0 V; E# R% P" xShares Series 18 to receive such dividend, or to any part thereof, for such+ Z+ L( e L5 s- J4 D
quarter will be forever extinguished.' J9 s4 F& r1 |. I2 o/ \+ u1 @
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the v2 k6 F0 t' l: }. i
Superintendent and to the provisions described below under ‘‘Details of the% O; A+ \+ J( M, V z ]" K
Offering — Certain Provisions of the Preferred Shares Series 18 as a! x8 h+ v0 _( z; c/ J
Series — Restrictions on Dividends and Retirement of Shares’’, on
3 w+ r0 s% y4 u7 @; Y- y- HFebruary 25, 2014 and on February 25 every five years thereafter, on not
* N- _3 m/ [3 \) ]more than 60 nor less than 30 days’ notice, the Bank may redeem all or any4 e9 |) C" c% i
part of the then outstanding Preferred Shares Series 18, at the Bank’s option; i5 P4 w2 F) r8 W. G; q
without the consent of the holder, by the payment of an amount in cash for8 J' u1 l" ?" ]" l; d" p& P& V
each such share so redeemed of $25.00 together with all declared and unpaid, I2 X9 ^9 t) s6 |8 q8 F, j" L
dividends to the date fixed for redemption.* l9 N& z( @* Z; l
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
0 _! ~" ?; x% p. \* }5 AShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have3 ?. e% P) }: d f
the right, at their option, to convert, on February 25, 2014 and on, G$ g6 J# G6 y+ R( ]8 E$ ]3 U
S-4
8 M7 h% s; S/ J% {: V$ GFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any( }1 ?3 |: r# g5 K$ ~8 H
or all of their Preferred Shares Series 18 into an equal number of Preferred
0 c) v8 L/ b8 A9 `- n3 O5 Q( V" vShares Series 19 upon giving to the Bank notice thereof not earlier than7 r0 F3 d2 a) Y9 J
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day8 R! |) h/ b' n! \1 h
preceding, a Series 18 Conversion Date.
: d8 B# l0 [. s* u8 C, Y3 o4 ]Automatic Conversion If the Bank determines, after having taken into account all shares tendered
4 ]& r, R& u) Y& Y I4 j& \$ pProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
4 X- |$ T1 P. {0 X) s9 pSeries 19, as the case may be, that there would be outstanding on such
. S' D& G8 t/ a% M2 S5 sSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,; A9 n( T6 s( g8 c$ _' ^& H; Z
such remaining number of Preferred Shares Series 18 will automatically be
( a4 f( H2 V8 [! Q: [) n, S& Mconverted on such Series 18 Conversion Date into an equal number of
2 C% Q. D$ F! r& J! R" JPreferred Shares Series 19. Additionally, if the Bank determines that, after9 s( Z3 ^; H5 e- [# D
conversion, there would be outstanding on such Series 18 Conversion Date
7 L, F3 e) q- E& A, Eless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
4 D* O/ W C, _' QSeries 18 will be converted into Preferred Shares Series 19.2 F# h% j: h% j/ f# k1 k5 r/ p5 u
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares4 @% S8 d9 ~2 `0 ^
Series 18 will not be entitled as such to receive notice of, attend, or vote at,- B( j, A1 ?: B6 J2 X
any meeting of the shareholders of the Bank unless and until the first time at) ?! Q5 c- N2 c0 A
which the Board of Directors has not declared the whole dividend on the+ P9 W6 t) v# L/ Y0 o+ F
Preferred Shares Series 18 in any quarter. In that event, subject as
2 E( j D. f+ _/ Hhereinafter provided, the holders of Preferred Shares Series 18 will be
3 k5 Z6 h/ S$ }( aentitled to receive notice of, and to attend, meetings of shareholders at which5 }, y' p9 D3 k; S w) T+ w
directors of the Bank are to be elected and will be entitled to one vote for
( `4 N; B/ l# Z) M5 p2 x6 Qeach Preferred Share Series 18 held. The voting rights of the holders of the+ Y# C- V7 l# w# j9 `# y
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
! Y1 r, F" p/ M5 G/ J; Uthe first dividend on the Preferred Shares Series 18 to which the holders are0 \; X9 W; m/ O1 g+ I
entitled thereunder subsequent to the time such voting rights first arose until l+ r! p+ G3 N9 G
such time as the Bank may again fail to declare the whole dividend on the- {( p; H0 U9 T% H$ e8 \
Preferred Shares Series 18 in respect of any quarter, in which event such
* [. T. a X" t3 pvoting rights will become effective again and so on from time to time." Z9 J$ h) V! y7 W! Q" y3 e) X
Principal Characteristics of the Preferred Shares Series 19
7 [3 h& v0 S; ` f UDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
. Q! T/ O2 e% ]1 {floating rate non-cumulative preferential cash dividends, as and when
8 T2 W& d( [ _5 Y1 U# B# rdeclared by the Board of Directors, subject to the provisions of the Bank Act,
& T3 ~. ]3 P9 D1 v8 \payable quarterly on the 25th day of February, May, August and November1 D) f$ d( Q9 X9 G G' E' T
in each year, in the amount per share determined by multiplying the8 `* Q: i* C; h# t1 [4 v, ~
applicable Quarterly Floating Dividend Rate by $25.00.
" S/ `9 `# ^' |; V1 |On the 30th day prior to the commencement of the initial quarterly dividend& @2 U# {% f$ r$ q# s2 w
period beginning on February 25, 2014, and on the 30th day prior to the first6 R5 g, U! k% u
day of each subsequent quarterly dividend period (the initial quarterly4 ?% V/ u( q" w
dividend period and each subsequent quarterly dividend period is referred to
2 M/ r! h; F9 L0 H L* s" ?: D) ]as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the1 q! b) q/ B# e$ I
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate4 Y0 V* k' |, _+ c
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
( m. d" a4 P; @) F k% A1 gT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
5 ^' h) C/ Z9 c' pelapsed in the applicable Quarterly Floating Rate Period divided by 365)! _% T) F* K, p3 V3 P
determined on the 30th day prior to the first day of the applicable Quarterly
5 s2 j1 z$ v2 ~. c: h3 yFloating Rate Period.& P) p6 E- b' f- @. ^& v
S-5+ }+ t0 m. ?$ R; m" A0 w y# B- |4 a
If the Board of Directors does not declare a dividend, or any part thereof, on: ^4 o, S9 e- y7 k; Z3 ~/ L+ X
the Preferred Shares Series 19 on or before the dividend payment date for a4 [% x! y, B% j
particular quarter, then the entitlement of the holders of the Preferred
% \9 T; x- b# |4 u9 \7 UShares Series 19 to receive such dividend, or to any part thereof, for such( Z$ ?2 a. v) o- M
quarter will be forever extinguished.
% y( K& U4 Z# t! fRedemption: Subject to the provisions of the Bank Act and to the prior consent of the7 c' x# S- z/ D4 v2 i
Superintendent and to the provisions described below under the heading3 L8 n0 ? T& j
‘‘Details of the Offering — Certain Provisions of the Preferred Shares; u+ } E6 N* o" }# E* w! D
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,) D) b+ ^7 ~& z8 k
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all% g2 f8 N0 i& H* D* ?
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
+ d3 e+ Q( X! h y. yoption without the consent of the holder, by the payment of an amount in0 T' ]5 p& o# o' m9 Y) j- F E
cash for each such share so redeemed of (i) $25.00 together with all declared
$ g8 K) q7 n/ z* }4 ~( ?$ f; G: V% Vand unpaid dividends to the date fixed for redemption in the case of
4 j( i, s& f. ]6 {2 fredemptions on February 25, 2019 and on February 25 every five years
4 G$ g2 H: t3 i! k# _2 ^thereafter, or (ii) $25.50 together with all declared and unpaid dividends to, Z# l5 S( r1 k s5 D4 D$ t1 F; v
the date fixed for redemption in the case of redemptions on any other date
9 f& E/ w* i8 `' E& [1 Mon or after February 25, 2014.
. v' J8 D# a9 L& zConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic, v# {8 P; O! j/ p
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
9 l) r" {7 `) k1 L% Gthe right, at their option, to convert, on February 25, 2019 and on- R# ^9 P- J" {. Z2 A
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any& ~( ?6 a+ V8 |9 {- S' j
or all of their Preferred Shares Series 19 into an equal number of Preferred# E( d2 a6 H, r! x* q3 B% J
Shares Series 18 upon giving to the Bank written notice thereof not earlier) w- } |$ b1 t. c v9 r
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
8 x' c( `" |0 e" M9 F8 V- ~9 T15th day preceding, a Series 19 Conversion Date.0 P7 f+ x, F% M; r( A2 ^+ O
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
; o+ Q0 X) \* F$ t* ?! x6 E3 CProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares, V7 u1 v' M5 k5 c
Series 18, as the case may be, that there would be outstanding on such
: a6 c8 [1 B5 d3 k' \Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
- m2 a9 g, h) w3 A- g1 u( _4 wsuch remaining number of Preferred Shares Series 19 will automatically be
8 a5 f8 g% z4 }3 a$ b0 Xconverted on such Series 19 Conversion Date into an equal number of
% a- f% s- Z5 I I( uPreferred Shares Series 18. Additionally, if the Bank determines that, after4 ]+ z1 F. {4 [2 Q6 v
conversion, there would be outstanding on such Series 19 Conversion Date
" x$ _/ @" o' w' }( z( E& q) Gless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares8 \" }- N( ^) V
Series 19 will be converted into Preferred Shares Series 18.
4 M4 [7 N( w; ]% r2 T$ H [2 xVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares, W- G1 O% U* g$ u
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
) p) }3 |& R' t @; f% H' L: oany meeting of the shareholders of the Bank unless and until the first time at* R) o0 ~& Q W% Z/ Y
which the Board of Directors has not declared the whole dividend on the. U6 h4 z6 d8 l e& \/ e3 c Z8 l
Preferred Shares Series 19 in any quarter. In that event, subject as
0 ^1 c0 j5 P% k/ r' O* bhereinafter provided, the holders of Preferred Shares Series 19 will be
& ~8 u3 ^2 y* ^) m- p6 O8 o! ?0 ientitled to receive notice of, and to attend, meetings of shareholders at which
" Y5 r+ b6 g+ v0 g$ Tdirectors of the Bank are to be elected and will be entitled to one vote for( H# S8 d$ Q& q! ?* }6 K
each Preferred Share Series 19 held. The voting rights of the holders of the, i6 f: _9 I- P
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
$ s0 D* U7 P, ?2 \6 _0 uthe first dividend on the Preferred Shares Series 19 to which the holders are* o- ^: E; N+ r w
entitled thereunder subsequent to the time such voting rights first arose until
+ R: t# f' Z9 j6 s+ ?such time as the Bank may again fail to declare the whole dividend on the/ ^" J: }9 q" W" B0 l
Preferred Shares Series 19 in respect of any quarter, in which event such
2 b6 ?% T2 V) {voting rights will become effective again and so on from time to time.
- O( |1 V4 l& WS-6
0 Z0 `5 U! ~: Q# a7 a; E4 xPriority: The preferred shares of each series of the Bank will rank on a parity with3 |7 p* Q; X6 t" M; D/ a
every other series and are entitled to preference over the common shares of! ~. f8 T2 E5 \7 {7 I1 p
the Bank and over any other shares of the Bank ranking junior to the# i& k' Y0 M* E5 D
preferred shares with respect to the payment of dividends and upon any
0 H y' s* G) h, O, Gdistribution of assets in the event of the liquidation, dissolution or
8 O$ o* |5 \9 v" ]3 O. Q A( E6 rwinding-up of the Bank.
4 h9 E% Y$ ?5 i5 f+ E: LTax on Preferred Share The Bank will elect, in the manner and within the time provided under
$ [( g% i% w% E) c2 ODividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
8 k0 b6 o/ B) S6 e8 X- hSeries 18 and Preferred Shares Series 19 will not be required to pay tax on" h% d* L* |& K$ u$ F
dividends received on such shares under Part IV.1 of such Act. |
|