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发表于 2008-11-29 16:58
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下面是BMO的:6 [) X) L) H, z- q% x
SUMMARY OF THE OFFERING
; b% z& @' R: N% aThis 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’’.
1 e4 M! H1 i+ H* Q1 E. SIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
" f& V- ?/ o; \Amount: $150,000,000 (6,000,000 shares).8 x4 K5 L. L& b) ]: v# r2 R
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
8 p! _) |0 P2 y1 J2 h, GPrincipal Characteristics of the Preferred Shares Series 188 S. L7 ]4 ~" ?7 g& I% q6 s! T
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed2 U* S# g9 P7 O1 q
non-cumulative preferential cash dividends, as and when declared by the, F3 K; `6 y" h9 D
Board of Directors, subject to the provisions of the Bank Act, for the initial( J$ {/ ]' \6 C% e. Y! m7 j0 g
period commencing on the closing date and ending on and including
; Z9 E k& _' M, e. m! K; H" BFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the, W) Y6 g# K( n! h1 F
25th day of February, May, August and November in each year, at a rate
D# n9 M0 e$ N# K& Y( o# \" vequal to $0.40625 per share. The initial dividend, if declared, will be payable
) j$ u5 _& e2 F# p% NMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
0 c- q4 H H6 k! jdate of December 11, 2008.
3 C1 [6 @# F- z# i. QFor each five-year period after the Initial Fixed Rate Period (each, a
+ [/ b' D! @1 N% V1 O/ G- @% }- A‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
5 N! w9 q [' C+ V/ | _8 |# VSeries 18 will be entitled to receive fixed non-cumulative preferential cash3 W1 v0 G3 i2 E% s: a, ^/ x
dividends, as and when declared by the Board of Directors, subject to the
6 }# x! l0 T+ s* a. Yprovisions of the Bank Act, payable quarterly on the 25th day of February,
, d7 e0 x) P3 C' \, S( CMay, August and November in each year, in the amount per share per annum) q, w$ U4 ?' B9 B5 K/ S; r
determined by multiplying the Annual Fixed Dividend Rate applicable to
\: K( |. [% l( s I" h* @$ Nsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend# N* z$ t. S9 E0 k
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the: b C: W0 v5 L$ x X+ M
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day( [7 U( ]8 T* y! q
of such Subsequent Fixed Rate Period and will be equal to the sum of the. q# L: b. o; f# C$ w$ q
Government of Canada Yield on the applicable Fixed Rate Calculation Date
) J4 B% {" q- ` S* }6 k" {plus 3.83%.
9 z5 H* I8 }& b6 q. S; GIf the Board of Directors does not declare a dividend, or any part thereof, on/ J* O) k3 c6 o. W9 s
the Preferred Shares Series 18 on or before the dividend payment date for a
8 I. Z2 l( f# m3 P' |/ o) @particular quarter, then the entitlement of the holders of the Preferred
) e! \1 e0 U! sShares Series 18 to receive such dividend, or to any part thereof, for such
6 S2 T& N8 @( N2 q# ]6 s- A) gquarter will be forever extinguished.
8 G7 c8 F" Z0 \$ l# KRedemption: Subject to the provisions of the Bank Act and to the prior consent of the2 Z# r3 S% Q! S+ c8 v6 M
Superintendent and to the provisions described below under ‘‘Details of the
' p, f! Y5 W1 P ?- e! R2 GOffering — Certain Provisions of the Preferred Shares Series 18 as a) l' d3 j& q- j2 H2 N/ E
Series — Restrictions on Dividends and Retirement of Shares’’, on7 h. ]) ^% B" l. O9 c
February 25, 2014 and on February 25 every five years thereafter, on not U- [1 i+ O5 a6 R
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any& E' s& g K3 B) _0 c& e
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
* ~% W' H( ^4 \, W6 Pwithout the consent of the holder, by the payment of an amount in cash for( Q/ w9 S; X8 t, Y4 C9 W, W/ \
each such share so redeemed of $25.00 together with all declared and unpaid- a# {) `( w. m7 V) Y
dividends to the date fixed for redemption.
. n! N, _ d0 d9 R1 _; w9 K* ?Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic5 H' O# ~) G( l# g4 F- ?
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have0 S" A/ H1 _# S. b4 y
the right, at their option, to convert, on February 25, 2014 and on
) E$ U3 K1 ]1 G. C; cS-4# E. B# m! k. w* l! p9 Q3 c0 A
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any. Q4 Z, c! B: ~ y! R5 P
or all of their Preferred Shares Series 18 into an equal number of Preferred5 b9 f) T; T, s
Shares Series 19 upon giving to the Bank notice thereof not earlier than
' d# i, k7 \9 {# w30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
, j' n8 |6 _( i/ s2 i2 u3 [preceding, a Series 18 Conversion Date.
7 |1 v. D' v" z# I/ E5 mAutomatic Conversion If the Bank determines, after having taken into account all shares tendered) c$ Z' h; R; W |$ Z. [# v _
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
2 d4 _ o$ X. MSeries 19, as the case may be, that there would be outstanding on such
5 [$ `1 I0 v/ ISeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18," E( z% q& s" }1 @
such remaining number of Preferred Shares Series 18 will automatically be: a; D; @* V& C( v9 M9 p; q, C `: V
converted on such Series 18 Conversion Date into an equal number of7 M7 r Z! N! V( w4 v
Preferred Shares Series 19. Additionally, if the Bank determines that, after
& L8 ^- ~$ M5 b6 yconversion, there would be outstanding on such Series 18 Conversion Date
/ ?+ c. w2 K) W, k ?$ ~. h; eless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
' A4 {5 r& O) ^! ^! y rSeries 18 will be converted into Preferred Shares Series 19.3 y0 n$ G$ N# A
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
3 i" S7 i& z5 x# p- n, ISeries 18 will not be entitled as such to receive notice of, attend, or vote at,
- ]: S) x/ m, I/ z! E; H; s) wany meeting of the shareholders of the Bank unless and until the first time at
+ M2 Z3 K. ~2 l* Dwhich the Board of Directors has not declared the whole dividend on the; S& s2 T( \# n6 V6 ~# J) W* K0 u
Preferred Shares Series 18 in any quarter. In that event, subject as
" @' z* S" c9 M8 q! K" Ehereinafter provided, the holders of Preferred Shares Series 18 will be
2 o2 ?" R7 L: lentitled to receive notice of, and to attend, meetings of shareholders at which/ r0 J0 m) R# t0 z; d! L
directors of the Bank are to be elected and will be entitled to one vote for
$ i3 M1 n( w: \! \+ o8 d' _9 ]each Preferred Share Series 18 held. The voting rights of the holders of the, X& V; ~% H0 o. @( L
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of$ V- k! H9 D6 F; `. D
the first dividend on the Preferred Shares Series 18 to which the holders are
' G! N. @! y/ }0 f+ h c0 Jentitled thereunder subsequent to the time such voting rights first arose until
, S5 ^/ p' E' s3 ?- K9 L. _4 J0 zsuch time as the Bank may again fail to declare the whole dividend on the8 ^6 }6 \- j5 X: {
Preferred Shares Series 18 in respect of any quarter, in which event such
0 g0 a. z n n& ?1 r. b- Nvoting rights will become effective again and so on from time to time.
" Y# f( a0 u+ k. G4 NPrincipal Characteristics of the Preferred Shares Series 19, i6 y& U% ^: v3 R- ~( N0 s- E: z
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive% y/ w" M# d, r" r
floating rate non-cumulative preferential cash dividends, as and when
( k/ i! x4 V; ^; ]0 V0 N8 s: @declared by the Board of Directors, subject to the provisions of the Bank Act,
- ~( y( h$ o0 m" Jpayable quarterly on the 25th day of February, May, August and November8 V8 R% k) L1 o2 q( u( K1 D
in each year, in the amount per share determined by multiplying the
2 \0 u' v+ [/ Y7 napplicable Quarterly Floating Dividend Rate by $25.00., ]5 S' t/ r8 B+ b2 t# E! c$ f' ^& [
On the 30th day prior to the commencement of the initial quarterly dividend
* J3 k. a3 r4 c7 U' f& Lperiod beginning on February 25, 2014, and on the 30th day prior to the first
+ W/ K8 `" ~" o' M$ Y* Iday of each subsequent quarterly dividend period (the initial quarterly
/ y6 M$ D {2 K# o+ W4 I Ddividend period and each subsequent quarterly dividend period is referred to/ f2 F$ U7 l8 H5 ~
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
$ K' T- O- G, I2 M- TQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate% @' [) `6 D1 ]& t2 ^
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
( z) G% B+ R ~! j( v5 @( PT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days7 c+ c( X" r% J
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
9 N) b$ c( j- ]6 U; L* _determined on the 30th day prior to the first day of the applicable Quarterly6 z3 Y& {7 P5 n3 a/ d
Floating Rate Period.
5 B$ L8 L+ z0 Y! WS-5' |$ H/ |' _1 l+ g, L7 k; h
If the Board of Directors does not declare a dividend, or any part thereof, on) z, O3 w6 C2 S
the Preferred Shares Series 19 on or before the dividend payment date for a0 g/ Y! W7 X+ m9 ?& D- n7 X& m
particular quarter, then the entitlement of the holders of the Preferred4 q; t a7 I' t" f& u) p! U
Shares Series 19 to receive such dividend, or to any part thereof, for such
- O# U: h6 U( U# U9 z% Vquarter will be forever extinguished.7 v0 b( W, z8 V: q
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the1 U# n/ O' G; r( \
Superintendent and to the provisions described below under the heading
# Q, x! p* D2 C' K; }‘‘Details of the Offering — Certain Provisions of the Preferred Shares
. H7 q! {0 p* M7 C/ e4 WSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
1 i+ x6 I! K j7 {on not more than 60 nor less than 30 days’ notice, the Bank may redeem all2 E& b. g4 ~* K4 }8 P
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
6 T+ ?% s I3 p; Poption without the consent of the holder, by the payment of an amount in
5 E. y3 \0 T5 Z9 U4 ^cash for each such share so redeemed of (i) $25.00 together with all declared
7 b7 e7 G# `3 e1 ]9 F, Uand unpaid dividends to the date fixed for redemption in the case of5 D6 Z; q1 n2 \5 `$ J; c2 K; R w
redemptions on February 25, 2019 and on February 25 every five years2 S! D- V- e# ^5 Q
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to& E" F" D& G% C' M/ Q! }
the date fixed for redemption in the case of redemptions on any other date
' X' L7 R5 |! F& Y1 C* Won or after February 25, 2014.
' A6 V9 J9 v. z5 a& `: M. ^Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
2 p) \; u6 ~& A- _+ NShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have+ Z. a: q8 B( C1 G* I: i9 [2 N
the right, at their option, to convert, on February 25, 2019 and on* ?) t9 P8 i5 a/ k1 p
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
# z% H z+ m6 z$ R, [; h; J4 Vor all of their Preferred Shares Series 19 into an equal number of Preferred
. _9 o( v z- fShares Series 18 upon giving to the Bank written notice thereof not earlier
, y5 K E* C5 v- q: }) u: Athan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
5 t. r% Q' g! k) M' g15th day preceding, a Series 19 Conversion Date.
' g) W6 d, U6 ]7 h& P: aAutomatic Conversion If the Bank determines, after having taken into account all shares tendered& `5 u( ?( f0 r- c) j2 G4 A6 X
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares# S* H2 r; t1 l) \- n; I/ V
Series 18, as the case may be, that there would be outstanding on such1 q/ C6 M; h4 R6 Y y7 P
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,7 f8 g; E; }( U8 v d" F# i
such remaining number of Preferred Shares Series 19 will automatically be6 N% P3 T" N4 i7 A! G
converted on such Series 19 Conversion Date into an equal number of
. H0 g( O1 O0 w& b" YPreferred Shares Series 18. Additionally, if the Bank determines that, after
7 v4 \5 x6 s& _+ n6 R( t2 pconversion, there would be outstanding on such Series 19 Conversion Date
P$ b* j+ C* k7 u$ f# Fless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares# M# M0 ~- n& l) q
Series 19 will be converted into Preferred Shares Series 18.8 ?* L# y: [9 P3 _; G4 C U
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
! t, h/ Y3 E. `0 }1 V6 [) kSeries 19 will not be entitled as such to receive notice of, attend, or vote at,7 R4 R5 C2 x1 M6 h
any meeting of the shareholders of the Bank unless and until the first time at& s" A; `+ K: D8 g& L. j" r0 m
which the Board of Directors has not declared the whole dividend on the( u5 \( E0 y- F- A$ ^
Preferred Shares Series 19 in any quarter. In that event, subject as
1 Z/ M8 @ _6 ~( U: @hereinafter provided, the holders of Preferred Shares Series 19 will be
5 m1 S- K/ C0 g* D/ Z+ Pentitled to receive notice of, and to attend, meetings of shareholders at which# E0 B8 O' w' R/ u
directors of the Bank are to be elected and will be entitled to one vote for
4 M- |0 n6 J" f2 Reach Preferred Share Series 19 held. The voting rights of the holders of the1 Z. d; y5 a0 L
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of2 `/ Y0 g' p' ]/ ^+ k# ]
the first dividend on the Preferred Shares Series 19 to which the holders are
7 `6 K# d( G( M2 }. @& k+ E2 } Gentitled thereunder subsequent to the time such voting rights first arose until
4 e7 Z! j; W9 r, m9 N1 {such time as the Bank may again fail to declare the whole dividend on the2 x! j; C0 s: M) \
Preferred Shares Series 19 in respect of any quarter, in which event such2 }4 K( b% i5 \ m$ ~" _/ f
voting rights will become effective again and so on from time to time.
1 E) J! k6 C1 @S-6
1 C& b+ x% a/ m/ m, bPriority: The preferred shares of each series of the Bank will rank on a parity with" Y+ |: ?. b5 h4 V$ W1 X
every other series and are entitled to preference over the common shares of, F" R5 O* V" c
the Bank and over any other shares of the Bank ranking junior to the
& ?5 X# ^4 q) |5 ]& u/ _+ g2 Hpreferred shares with respect to the payment of dividends and upon any
m& |6 R/ U1 v4 w w1 `# X* H9 Vdistribution of assets in the event of the liquidation, dissolution or, i3 |) Y6 t- t
winding-up of the Bank.3 t: I; B& f7 Y8 c
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under& U. ]( k7 O, U. g& x9 n9 ]
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
" e' [# w. V5 K" }Series 18 and Preferred Shares Series 19 will not be required to pay tax on
# Y) f# }8 A: a. |- r0 R5 Sdividends received on such shares under Part IV.1 of such Act. |
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