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发表于 2008-11-29 16:58
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下面是BMO的:; E3 u& `- \! ~. v' U4 K
SUMMARY OF THE OFFERING
! N: }7 G- Y7 K' nThis 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’’.* f* j, ?# `( J3 U2 i W
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.1 m8 D9 w; j0 M6 U8 f
Amount: $150,000,000 (6,000,000 shares).
: \/ V3 e# E* S% dPrice and Yield: $25.00 per share to yield initially 6.50% per annum. G/ ]2 K; _" [, v
Principal Characteristics of the Preferred Shares Series 18
0 l8 M0 @7 k! G' P& C5 N& }6 q! s6 WDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed' |4 t# X' s+ U) Y8 X1 H
non-cumulative preferential cash dividends, as and when declared by the; ^ B$ k, x+ ]
Board of Directors, subject to the provisions of the Bank Act, for the initial
, ~% R' F, d8 [. {% Yperiod commencing on the closing date and ending on and including3 G" u* [; ~3 K$ X }6 T
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
5 Z4 V( W0 y/ D9 f2 C" s25th day of February, May, August and November in each year, at a rate
5 s/ u, N* }; W8 P" o7 [equal to $0.40625 per share. The initial dividend, if declared, will be payable
) R3 A. n. Y& |+ a/ P: NMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing- q& w* d' {7 {0 x& R# z2 [4 K
date of December 11, 2008.
8 c O+ I/ A$ h' fFor each five-year period after the Initial Fixed Rate Period (each, a7 i! M' X7 }: X
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares9 j' e) E% Y# \. `
Series 18 will be entitled to receive fixed non-cumulative preferential cash
& Z4 T: m9 s9 k! n: Wdividends, as and when declared by the Board of Directors, subject to the
7 ]. j6 E2 j( [, Q8 v; i" hprovisions of the Bank Act, payable quarterly on the 25th day of February,4 R* D' N8 R( o
May, August and November in each year, in the amount per share per annum
3 L. H* Z2 z- [determined by multiplying the Annual Fixed Dividend Rate applicable to# n3 n8 ]( p: t$ B% s7 E
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend) K) ], E/ L: B; y# O. L
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
4 b. i9 `$ D: r) n% FBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day3 W0 U8 i# h* P: Q
of such Subsequent Fixed Rate Period and will be equal to the sum of the
; v7 Y# R0 z6 I( T* e' X oGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
, n6 T4 Z8 {; U: Eplus 3.83%.
! q# f6 K0 K6 W1 z, ^/ c4 C/ JIf the Board of Directors does not declare a dividend, or any part thereof, on) n. ]* `: K, W( _$ T
the Preferred Shares Series 18 on or before the dividend payment date for a. d, B0 |# p/ _; Q9 I6 t
particular quarter, then the entitlement of the holders of the Preferred2 \1 ~3 z8 [' R/ x; P/ J
Shares Series 18 to receive such dividend, or to any part thereof, for such8 N' `) U+ P. K# Z, ]
quarter will be forever extinguished.) T0 u* O8 W8 p+ G' x" M
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the( e8 {( M* ]1 m' l* F8 o
Superintendent and to the provisions described below under ‘‘Details of the
% U7 c/ \* S8 }Offering — Certain Provisions of the Preferred Shares Series 18 as a
$ F J$ C0 n; ~' o/ uSeries — Restrictions on Dividends and Retirement of Shares’’, on6 n, L. L4 ]; @) b8 E
February 25, 2014 and on February 25 every five years thereafter, on not
" h: w6 `2 s i6 qmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any$ p7 K y) W* j6 H, g
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
- R/ |2 G1 }0 P6 i! M wwithout the consent of the holder, by the payment of an amount in cash for
' S* K! M. q) u1 \ Teach such share so redeemed of $25.00 together with all declared and unpaid
7 E# O5 L/ ?! S+ ?+ rdividends to the date fixed for redemption.
" t, |) I' `9 P4 } nConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic q+ p4 B8 z! ]( j$ y2 \" t
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
0 V$ s" m' d+ lthe right, at their option, to convert, on February 25, 2014 and on
1 ~/ ~4 {6 Y8 IS-40 b' w, J) j2 I9 y
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any6 ~( \6 h1 D: {$ ?) C$ {- ]: X) |
or all of their Preferred Shares Series 18 into an equal number of Preferred- M9 b F1 ?$ u* {# ]1 c+ Y' N
Shares Series 19 upon giving to the Bank notice thereof not earlier than
7 B6 w3 N/ L7 Q, q- Z30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
$ V# u, b. y) {/ D8 Dpreceding, a Series 18 Conversion Date.4 m; V2 U0 j6 i" J+ t4 ^
Automatic Conversion If the Bank determines, after having taken into account all shares tendered, h! b" q; K/ [+ j% E9 B
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares- f0 [/ ]) T8 ?6 L2 O& h$ d
Series 19, as the case may be, that there would be outstanding on such+ x8 n2 W& j+ \
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,( m4 L. |& ^8 f3 G7 A- C1 {( b- {
such remaining number of Preferred Shares Series 18 will automatically be n& B. a: ?" E' D1 o. A
converted on such Series 18 Conversion Date into an equal number of1 e: d& z0 w) {# T3 S+ U ~
Preferred Shares Series 19. Additionally, if the Bank determines that, after* K# e) C- E, ?- L
conversion, there would be outstanding on such Series 18 Conversion Date
; l6 B7 N) b' i7 r/ h" Iless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
& H, T1 ]/ W/ |1 [1 xSeries 18 will be converted into Preferred Shares Series 19.
! T4 h. z$ k% `# P1 hVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares) b4 ^0 a; G1 ^- ?
Series 18 will not be entitled as such to receive notice of, attend, or vote at,6 j9 D( v2 Z# O
any meeting of the shareholders of the Bank unless and until the first time at3 d' _* ]" y( l
which the Board of Directors has not declared the whole dividend on the! B& O$ w" \3 ]
Preferred Shares Series 18 in any quarter. In that event, subject as
9 F+ D$ h. ~: G* }$ Thereinafter provided, the holders of Preferred Shares Series 18 will be: H F, [% h7 p6 x5 k
entitled to receive notice of, and to attend, meetings of shareholders at which
% v* t* L% T9 ?) i/ [+ T/ K" ]directors of the Bank are to be elected and will be entitled to one vote for
; d- i3 K* K. W c+ j6 ]each Preferred Share Series 18 held. The voting rights of the holders of the
8 @4 h2 m8 V, [- a3 a% APreferred Shares Series 18 will forthwith cease upon payment by the Bank of
! T3 \8 M& c. m: y8 Zthe first dividend on the Preferred Shares Series 18 to which the holders are
; f) ?, Y2 ?& I5 {( t8 ~entitled thereunder subsequent to the time such voting rights first arose until
- e% c; X9 G6 M" `+ N" isuch time as the Bank may again fail to declare the whole dividend on the
4 M: C; k( T" V! f, aPreferred Shares Series 18 in respect of any quarter, in which event such6 p. H6 O# o ?) I- Q8 b: d/ o
voting rights will become effective again and so on from time to time.% x3 K2 H! E" Z1 g9 _! R* ?
Principal Characteristics of the Preferred Shares Series 19
& F' m5 j# g4 Y/ s4 r4 l! O5 L, uDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
2 Z1 L7 G1 d5 ^, Dfloating rate non-cumulative preferential cash dividends, as and when, Y H% A U: P9 l. W( p2 }
declared by the Board of Directors, subject to the provisions of the Bank Act,
, a2 P/ p* A7 T) Npayable quarterly on the 25th day of February, May, August and November
% e9 m5 W4 r7 r9 ?) c( V/ ^' Cin each year, in the amount per share determined by multiplying the% v6 m' n1 V, R) ]. ` Q/ J% B
applicable Quarterly Floating Dividend Rate by $25.00.. r* ?( d. ~# F
On the 30th day prior to the commencement of the initial quarterly dividend/ y+ H% z% Q+ g2 ]# M
period beginning on February 25, 2014, and on the 30th day prior to the first
6 ~& ]6 |' A9 |7 [, |day of each subsequent quarterly dividend period (the initial quarterly/ T# m. H; m2 ]. K: X' X" p
dividend period and each subsequent quarterly dividend period is referred to1 k4 t4 R* ]+ H0 K5 Z
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
6 S2 c( w0 N" Z7 |7 k9 \+ RQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate6 Z& K' c0 S- w- a) Y. R2 _
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the9 X Z' ~, o' v2 R
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days1 {( O% L. q( R4 j7 K
elapsed in the applicable Quarterly Floating Rate Period divided by 365)/ ^6 g- M$ g1 |1 [6 o6 T
determined on the 30th day prior to the first day of the applicable Quarterly
$ x, B f+ H& y; WFloating Rate Period.% X# O! } t# d
S-5
5 o% n( S; e4 K1 A1 wIf the Board of Directors does not declare a dividend, or any part thereof, on
8 }5 `% C7 N: ethe Preferred Shares Series 19 on or before the dividend payment date for a
+ { N; J7 @2 H' D/ m$ wparticular quarter, then the entitlement of the holders of the Preferred
. U" L3 L; h+ w: u+ Y" SShares Series 19 to receive such dividend, or to any part thereof, for such
( v9 I, a+ ^8 c+ vquarter will be forever extinguished.% y6 w' ~6 C l( W( V8 P, _5 _: S' H
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the" K \( B8 v$ `6 g+ @
Superintendent and to the provisions described below under the heading
7 a# a$ { f, k) j" a$ j‘‘Details of the Offering — Certain Provisions of the Preferred Shares! t8 C0 ?( ?* B! r
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
3 S( B7 p. c- O9 R. F; I0 Non not more than 60 nor less than 30 days’ notice, the Bank may redeem all
0 l. k$ l" d2 F8 w' xor any part of the then outstanding Preferred Shares Series 19, at the Bank’s& |+ W* h3 E1 d; X. m1 _
option without the consent of the holder, by the payment of an amount in
7 i- Q7 `; `6 f: X$ H& v4 tcash for each such share so redeemed of (i) $25.00 together with all declared
) I' e1 B* u' S! Oand unpaid dividends to the date fixed for redemption in the case of
1 V& [ _) a4 w' F& n% y c+ V" Mredemptions on February 25, 2019 and on February 25 every five years9 @" }& R/ K q( ]9 H
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to! l% O8 M" e# F) z
the date fixed for redemption in the case of redemptions on any other date
& [* e, r3 T' V: o0 |: e5 Won or after February 25, 2014., v; r( W7 C; j( z
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic! n V0 `. }$ `( o" M
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have1 V* A- l0 O' ?! v4 l
the right, at their option, to convert, on February 25, 2019 and on
; N! {8 h3 I: g4 }1 [February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any4 O9 o g. Y: d6 }* t, ^
or all of their Preferred Shares Series 19 into an equal number of Preferred
0 i) ?) d6 ^* I- w3 _! r. U5 K( M2 }Shares Series 18 upon giving to the Bank written notice thereof not earlier/ T3 O+ K7 s. q L# m4 ~
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
! v ^& Z! O4 o- z8 U$ z15th day preceding, a Series 19 Conversion Date.
* \4 k$ y( `) F; I" s' {Automatic Conversion If the Bank determines, after having taken into account all shares tendered
7 J' p) T7 D! [8 V5 W2 yProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
4 ^5 K, ~: m: H% n3 l) _2 Q/ ySeries 18, as the case may be, that there would be outstanding on such
+ `. G! N# r. M7 B- p% G3 YSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
( W7 c; I/ R0 q3 fsuch remaining number of Preferred Shares Series 19 will automatically be
& t8 h8 u* L4 s8 U. jconverted on such Series 19 Conversion Date into an equal number of' S1 g) e" m2 F0 j c0 M
Preferred Shares Series 18. Additionally, if the Bank determines that, after
; y4 X" i6 E# Y) hconversion, there would be outstanding on such Series 19 Conversion Date% n1 o# G' _6 h; |9 J. f
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
. l/ m2 C) F# `$ Q$ I3 JSeries 19 will be converted into Preferred Shares Series 18.
3 t- @4 C: x B1 F" wVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
8 n& W) C" V& @. ~! FSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
& a# s: e% Y6 `" hany meeting of the shareholders of the Bank unless and until the first time at
9 w' e' Y: q6 Q0 G! Cwhich the Board of Directors has not declared the whole dividend on the
( x. Q+ [5 b8 h0 u2 m$ s3 T: w" `& E- BPreferred Shares Series 19 in any quarter. In that event, subject as
0 j/ n+ V- M" Y2 W1 p3 ^- Jhereinafter provided, the holders of Preferred Shares Series 19 will be2 t- W$ f' H4 T- R) E f. e
entitled to receive notice of, and to attend, meetings of shareholders at which
& q; I5 Z' f& \3 jdirectors of the Bank are to be elected and will be entitled to one vote for G$ l" ^7 { E7 }8 z
each Preferred Share Series 19 held. The voting rights of the holders of the
$ ?* _% }9 F- t" kPreferred Shares Series 19 will forthwith cease upon payment by the Bank of, A0 `* K1 Y* T. c5 V4 H3 J
the first dividend on the Preferred Shares Series 19 to which the holders are2 o# m9 B0 Y) ?/ B! \6 d
entitled thereunder subsequent to the time such voting rights first arose until
# E1 D- A9 b) K; G- h- w6 qsuch time as the Bank may again fail to declare the whole dividend on the7 d$ }3 I8 X% G+ G W$ g
Preferred Shares Series 19 in respect of any quarter, in which event such
6 f$ E7 C" v( q3 {( \voting rights will become effective again and so on from time to time.- R6 y2 W% w: Z1 \+ G
S-6! @) m3 K3 d# p4 m2 R' X3 U
Priority: The preferred shares of each series of the Bank will rank on a parity with
- |) L" y4 l2 severy other series and are entitled to preference over the common shares of
. i9 {# Y6 c" k v' z c/ {the Bank and over any other shares of the Bank ranking junior to the
3 A: j+ e7 N) @& qpreferred shares with respect to the payment of dividends and upon any
* c$ F9 D- h, k( n& Vdistribution of assets in the event of the liquidation, dissolution or+ Q- E) }$ }* h% B
winding-up of the Bank.7 y) l/ S6 s8 J4 Y
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under* o% C+ Q% X" A! O; W
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
" i2 n9 R* {+ FSeries 18 and Preferred Shares Series 19 will not be required to pay tax on) V$ x6 x/ p# I8 y/ \% l# C3 }
dividends received on such shares under Part IV.1 of such Act. |
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