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发表于 2008-11-29 16:58
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下面是BMO的:9 o. \, ~) ~; Q) g3 b
SUMMARY OF THE OFFERING) ?; P: S' X+ a
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’’.
6 u1 a! s2 h; l9 _* s. sIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.$ s4 R$ @& W& A) b: v
Amount: $150,000,000 (6,000,000 shares).+ J1 }- `% u) h
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
& w# F* C9 b2 u6 N2 U; ZPrincipal Characteristics of the Preferred Shares Series 18' Y- I1 w4 f i
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed1 C9 X: K! }. v" [2 k
non-cumulative preferential cash dividends, as and when declared by the
2 e, _9 L0 G% h. ^9 X, oBoard of Directors, subject to the provisions of the Bank Act, for the initial
' e. \0 k, }9 Q3 o; k- t! speriod commencing on the closing date and ending on and including' t8 r3 B2 r" L
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
, L* M" [& z0 D25th day of February, May, August and November in each year, at a rate7 p8 n% ]' V L, F
equal to $0.40625 per share. The initial dividend, if declared, will be payable- u- g! Q8 ^8 k( t( ^
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
2 P+ @& S, i( K. sdate of December 11, 2008.
5 {+ e% R" ?, A$ Q3 }: |+ a+ {For each five-year period after the Initial Fixed Rate Period (each, a1 b$ [* s" D1 R8 Z! a
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares3 Z6 s8 b1 p8 c, S/ B; ~: f1 `
Series 18 will be entitled to receive fixed non-cumulative preferential cash' e, j( Y/ s" _1 S$ p
dividends, as and when declared by the Board of Directors, subject to the
/ K. G; ^' K! q" t2 |! Tprovisions of the Bank Act, payable quarterly on the 25th day of February,
, [! P" \8 o3 u% u, e% LMay, August and November in each year, in the amount per share per annum
9 @4 ?! S* h3 e5 X5 Jdetermined by multiplying the Annual Fixed Dividend Rate applicable to6 L' E2 A# _: `, I# E6 ]
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend5 s6 Y' U+ ^: }; q; X
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the& B: Z3 U8 h0 ~
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day9 l( ^8 Y$ \# h8 G
of such Subsequent Fixed Rate Period and will be equal to the sum of the
9 s. h5 z; i( \$ b+ JGovernment of Canada Yield on the applicable Fixed Rate Calculation Date; N% E! y# M3 B' C
plus 3.83%." _) y1 r! R. i; |2 N
If the Board of Directors does not declare a dividend, or any part thereof, on
9 u' x9 T3 q9 f3 K' | X0 ^the Preferred Shares Series 18 on or before the dividend payment date for a2 q9 ]8 x' K2 C S! N
particular quarter, then the entitlement of the holders of the Preferred! j! n) ?) g0 {2 x1 m% o7 k7 r' L
Shares Series 18 to receive such dividend, or to any part thereof, for such5 x6 G+ I' `8 Z$ }( ^* S4 f. I2 p
quarter will be forever extinguished.
+ L. e: C0 I* y3 B; X0 q- s/ Z; a0 bRedemption: Subject to the provisions of the Bank Act and to the prior consent of the. r8 L( K- I$ \6 [
Superintendent and to the provisions described below under ‘‘Details of the) E3 A) {' Z" d: ^
Offering — Certain Provisions of the Preferred Shares Series 18 as a
* s9 `7 Z, @8 W' {- H" n0 tSeries — Restrictions on Dividends and Retirement of Shares’’, on3 y c. p$ P' w( w) w
February 25, 2014 and on February 25 every five years thereafter, on not
: s8 B* P( B0 s- F3 gmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any( s# r2 _( L! K4 Y, V$ {
part of the then outstanding Preferred Shares Series 18, at the Bank’s option2 T) f9 m: S0 G& l$ I
without the consent of the holder, by the payment of an amount in cash for% p6 _$ x0 O J- r# w
each such share so redeemed of $25.00 together with all declared and unpaid
5 k6 ~- ^5 k0 N6 i; V# b# Ddividends to the date fixed for redemption.
) L9 {( W% q: @Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic7 i1 E+ S6 c5 E
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
1 i, v0 n$ B: l d2 kthe right, at their option, to convert, on February 25, 2014 and on. c% N$ Q$ w& D: E( g2 I* j
S-4
# I) e; \, @& g7 |! v/ ~) z9 xFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any3 T+ h- i% L6 v" _: Q
or all of their Preferred Shares Series 18 into an equal number of Preferred
0 }1 e: r% R& ^! D2 QShares Series 19 upon giving to the Bank notice thereof not earlier than
X* |0 W1 I7 f3 s# e3 \30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
% I2 c: `5 c2 G, t' l0 L k" f- gpreceding, a Series 18 Conversion Date.
J+ X/ s7 d' x0 e4 jAutomatic Conversion If the Bank determines, after having taken into account all shares tendered. b1 g- K: T8 X0 g8 b. j1 p
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
* `0 _; E) ]- c- O9 ?Series 19, as the case may be, that there would be outstanding on such! A* `' K% I$ y* m6 }1 U
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,0 ~; X' m6 }- x8 a" H0 h7 X
such remaining number of Preferred Shares Series 18 will automatically be
" h v( f1 ~. Q/ V- Yconverted on such Series 18 Conversion Date into an equal number of
. \: _( y# f, ?* v1 YPreferred Shares Series 19. Additionally, if the Bank determines that, after4 b! C+ D: g' i; J& g
conversion, there would be outstanding on such Series 18 Conversion Date
7 X. w) P0 e6 `6 u `. t( {8 |& T* gless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares# l( g* \% H5 F; x/ U$ \/ @
Series 18 will be converted into Preferred Shares Series 19.
, ~$ ^$ f# t8 d4 \2 \/ r0 n h: hVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: ?; Y" b, R0 i; p1 W2 W
Series 18 will not be entitled as such to receive notice of, attend, or vote at,# q$ _) D; ?" U7 \: ]
any meeting of the shareholders of the Bank unless and until the first time at
7 z4 [: S9 r8 j. X+ ]! gwhich the Board of Directors has not declared the whole dividend on the
' b5 }5 u9 [8 p4 \" WPreferred Shares Series 18 in any quarter. In that event, subject as& l5 W" g; E k9 H# U
hereinafter provided, the holders of Preferred Shares Series 18 will be
% C' n; `& n* t6 [2 k ~* ~2 _ Lentitled to receive notice of, and to attend, meetings of shareholders at which; }2 q, V+ w& z
directors of the Bank are to be elected and will be entitled to one vote for/ u7 c0 y1 `2 A! C
each Preferred Share Series 18 held. The voting rights of the holders of the
3 z* V4 r8 S5 \& @+ oPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
% H3 k: V8 b- D4 P- r; H/ B X( ?the first dividend on the Preferred Shares Series 18 to which the holders are
8 e( _% q$ I/ O3 R! `+ k* p+ R. bentitled thereunder subsequent to the time such voting rights first arose until
1 g8 ^. p, ?7 R* Dsuch time as the Bank may again fail to declare the whole dividend on the
; {9 [7 T; F, d% ?; | Y, r* zPreferred Shares Series 18 in respect of any quarter, in which event such. ]5 |. A- c* L+ N& v- n! n+ j1 x
voting rights will become effective again and so on from time to time.% Y; x4 O! v0 p5 l2 [% d: e* F
Principal Characteristics of the Preferred Shares Series 19 X/ u% Y" L6 _" C
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive- F; B, _0 q, ~# @$ b
floating rate non-cumulative preferential cash dividends, as and when* J- j# h3 o' {
declared by the Board of Directors, subject to the provisions of the Bank Act,; ], A1 r/ Z9 L6 ?4 z
payable quarterly on the 25th day of February, May, August and November
6 l& @4 Q0 f! ?0 Bin each year, in the amount per share determined by multiplying the! v$ t0 ` ]% }; x/ w
applicable Quarterly Floating Dividend Rate by $25.00.( Q8 O' C- a& s& Y }: b: y8 B
On the 30th day prior to the commencement of the initial quarterly dividend
7 ~! `& f1 s) s1 T3 O! P8 `: qperiod beginning on February 25, 2014, and on the 30th day prior to the first* f3 n# D$ b6 c7 C1 f
day of each subsequent quarterly dividend period (the initial quarterly
) p) \1 e1 B) ]8 Wdividend period and each subsequent quarterly dividend period is referred to3 {! l3 g# ^5 D/ B! U
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the$ ~3 y7 O* b7 I- Z
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate4 F ?( E' J- ], h4 o
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the2 d1 G, x* i/ x5 ?3 D- r
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
+ P0 I9 E M8 P0 c( g' B0 A. q& R! Xelapsed in the applicable Quarterly Floating Rate Period divided by 365)
+ L: ?, g1 J+ Z5 S$ P, n) ndetermined on the 30th day prior to the first day of the applicable Quarterly
, A% b7 {% K ]2 T( }) tFloating Rate Period.
1 {: M2 [* {/ T( GS-5: d2 M" C' ]% i
If the Board of Directors does not declare a dividend, or any part thereof, on# c8 [0 Y r- K
the Preferred Shares Series 19 on or before the dividend payment date for a p7 i& j9 [& H, F1 l" e
particular quarter, then the entitlement of the holders of the Preferred9 u4 ~: ~- F! j3 Y! y- z- h
Shares Series 19 to receive such dividend, or to any part thereof, for such) v! _3 ?; p7 w/ i
quarter will be forever extinguished.
' N& k8 ~/ @9 x1 PRedemption: Subject to the provisions of the Bank Act and to the prior consent of the9 v, b# a: o8 c
Superintendent and to the provisions described below under the heading7 r4 h5 Z* K! ` t1 E' F2 @; i
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
/ l6 z( d' }3 @; O9 qSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
8 d8 {9 r7 d8 p+ E0 k$ V) Yon not more than 60 nor less than 30 days’ notice, the Bank may redeem all; N7 y! X# X$ e1 D
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
9 h5 k3 r$ U" K2 loption without the consent of the holder, by the payment of an amount in4 r0 W! W5 F+ P: e% V8 A* N1 w
cash for each such share so redeemed of (i) $25.00 together with all declared
! T" y3 a. K: land unpaid dividends to the date fixed for redemption in the case of
, S' N3 I# H, Dredemptions on February 25, 2019 and on February 25 every five years- n! t5 Z/ L Y1 s1 _' S8 g0 O
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to' v) A0 Y5 s6 G* l% R- ?
the date fixed for redemption in the case of redemptions on any other date; |. s0 S( ^* u
on or after February 25, 2014.3 o0 u/ d& E9 w T6 P( J; o
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic3 f; k- ?9 X3 T J
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
6 q+ U# U, `0 f- `$ xthe right, at their option, to convert, on February 25, 2019 and on8 l; f3 A/ r6 P- ]' \$ Q& Y6 x
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any/ |8 Z/ }& b6 Y1 R
or all of their Preferred Shares Series 19 into an equal number of Preferred" h% J% T* k* ^
Shares Series 18 upon giving to the Bank written notice thereof not earlier) t- r5 l+ M& [8 Z
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
" t; e1 N3 [, l: @( I15th day preceding, a Series 19 Conversion Date.
& g( X7 e" M8 m1 eAutomatic Conversion If the Bank determines, after having taken into account all shares tendered- S. {2 c: F0 F& \4 y
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
" H: }6 k G) B" A& | R2 [Series 18, as the case may be, that there would be outstanding on such
$ ]3 O$ s% R* ySeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
a% L: j, Z: E* b$ f4 K& h3 ^4 K0 i: wsuch remaining number of Preferred Shares Series 19 will automatically be, \+ @ _3 B. |4 x" u- k" S
converted on such Series 19 Conversion Date into an equal number of4 M0 O2 D, Q3 F0 p
Preferred Shares Series 18. Additionally, if the Bank determines that, after
' G: j3 c9 z, |% rconversion, there would be outstanding on such Series 19 Conversion Date
$ J8 u* J+ V7 f7 b' h2 \( y: n" C2 lless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
$ P: ?7 t) K; ?3 M/ p Z: g4 gSeries 19 will be converted into Preferred Shares Series 18.
4 S6 g; w: E. ~! K2 N& \; b/ \5 VVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
4 [9 b/ I; z7 l! @1 sSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
! p- K) N! y* dany meeting of the shareholders of the Bank unless and until the first time at
2 U# L0 Z9 w* x/ H2 Ywhich the Board of Directors has not declared the whole dividend on the
$ w9 E' _/ l$ d* I' K9 KPreferred Shares Series 19 in any quarter. In that event, subject as
" G: v7 }7 m, `* v3 C, b% jhereinafter provided, the holders of Preferred Shares Series 19 will be4 p2 r% S2 W; @6 h# {! B! G
entitled to receive notice of, and to attend, meetings of shareholders at which
) ^3 J) ~/ }3 h' K& {7 @directors of the Bank are to be elected and will be entitled to one vote for# |' u1 n+ P W( p- F' `- {
each Preferred Share Series 19 held. The voting rights of the holders of the4 t% W: ^0 p+ U. a" h0 M
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
2 y- ~2 G6 g! I! \, Ithe first dividend on the Preferred Shares Series 19 to which the holders are
3 H3 I4 D6 e$ Z: s9 }9 w. m; Qentitled thereunder subsequent to the time such voting rights first arose until
) G: D O- Q6 A2 @% N$ csuch time as the Bank may again fail to declare the whole dividend on the
' r$ s+ I6 c( r- U7 Q$ IPreferred Shares Series 19 in respect of any quarter, in which event such; G- A! Y; q# M7 I
voting rights will become effective again and so on from time to time.' T6 m; s& v: f, M7 {5 w
S-6# r" M* y+ u% R0 y& @4 Q: _
Priority: The preferred shares of each series of the Bank will rank on a parity with
( v7 F9 x( O; N3 }, Xevery other series and are entitled to preference over the common shares of
, A3 _- {- D2 b0 w& l4 rthe Bank and over any other shares of the Bank ranking junior to the0 u! ^ o0 O) g+ n; [
preferred shares with respect to the payment of dividends and upon any; o% f% |$ H0 t6 w( k1 e
distribution of assets in the event of the liquidation, dissolution or
; g; {7 Y! p2 ?9 ^* K( {# hwinding-up of the Bank.
- J. X6 W) b/ [& u8 k' T' ^Tax on Preferred Share The Bank will elect, in the manner and within the time provided under# V5 d f* V6 d) X" `
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares4 c& e& N* g, t0 m
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
3 ?) M& k5 r1 A1 ?3 p. X% \4 N( kdividends received on such shares under Part IV.1 of such Act. |
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