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发表于 2008-11-29 16:58
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下面是BMO的:0 t8 x! L+ y5 R0 p7 B, I1 G
SUMMARY OF THE OFFERING0 l# t! G3 E2 ~
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’’.
% N+ P* j4 ]/ r. sIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.- _" Z- p& L& X7 V# u8 c2 R& z0 x
Amount: $150,000,000 (6,000,000 shares).# T U% |& f j
Price and Yield: $25.00 per share to yield initially 6.50% per annum.! f' v& G- Y+ w: r
Principal Characteristics of the Preferred Shares Series 18& q% \$ B+ O7 D
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
3 l+ b. g! Z. w& ~/ ?5 anon-cumulative preferential cash dividends, as and when declared by the
0 Y) O7 p3 g( }" T' eBoard of Directors, subject to the provisions of the Bank Act, for the initial
2 }0 d$ C* ]& S9 ], Kperiod commencing on the closing date and ending on and including5 d$ Z# H; C) E' {: E5 E9 _2 D
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
. }8 H5 E/ U. a9 L25th day of February, May, August and November in each year, at a rate. K9 g) j8 c7 C* h; _8 S
equal to $0.40625 per share. The initial dividend, if declared, will be payable+ Q9 h* `! k+ Z( X
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing4 D" C- k9 v/ _" j7 z3 } f! X
date of December 11, 2008.
% M% y' H7 i* L1 V [+ s- C$ \For each five-year period after the Initial Fixed Rate Period (each, a1 H. v) Z! e7 T2 E
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
$ Y6 b6 N7 x5 R2 e+ A/ V* U6 Q4 e ASeries 18 will be entitled to receive fixed non-cumulative preferential cash, ~+ W: C# f3 p8 u; [5 X1 v4 n
dividends, as and when declared by the Board of Directors, subject to the6 J! ^- F7 r. Z. a
provisions of the Bank Act, payable quarterly on the 25th day of February,
) u( i/ N& I) P/ }* jMay, August and November in each year, in the amount per share per annum" ~* _/ @: |, g. N9 s/ H
determined by multiplying the Annual Fixed Dividend Rate applicable to0 ~: H5 L7 Q4 ]/ w
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend* J& Y& \: a, h5 E% {6 N$ J
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
1 n! P, f" n* Q! @7 \Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
+ J" _9 b9 {( o9 O6 C' Nof such Subsequent Fixed Rate Period and will be equal to the sum of the% _; P% U% c0 ~8 C5 U# T0 f
Government of Canada Yield on the applicable Fixed Rate Calculation Date0 u/ e4 F0 `2 p; n6 d
plus 3.83%.4 g# s4 ], z- ^: \- h6 X1 {, R
If the Board of Directors does not declare a dividend, or any part thereof, on
5 L: |5 G$ i, z( }) Q4 kthe Preferred Shares Series 18 on or before the dividend payment date for a
6 H& F6 w: s+ \0 H" s5 o) uparticular quarter, then the entitlement of the holders of the Preferred
# |, ]+ |4 w( g C1 a$ c- \. [Shares Series 18 to receive such dividend, or to any part thereof, for such
: H; m8 w4 u# P" Pquarter will be forever extinguished.; s, i O. e1 Q9 r" i% y8 f. ^# P
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
8 P. _$ l' L5 s; a0 P; U& z, z0 h, pSuperintendent and to the provisions described below under ‘‘Details of the) i' m0 X; Q1 L | f. Q6 @! O7 N8 `
Offering — Certain Provisions of the Preferred Shares Series 18 as a9 m2 R- O% [5 w( h- J: Q9 Y1 U3 O! h
Series — Restrictions on Dividends and Retirement of Shares’’, on5 U, O1 P0 a+ p! J+ D3 e
February 25, 2014 and on February 25 every five years thereafter, on not
8 V4 t) r; p! d( q6 R; ]! B5 jmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
4 e. c2 V! h1 h% k$ _part of the then outstanding Preferred Shares Series 18, at the Bank’s option
3 I% S1 k9 x9 N8 K2 h k% Iwithout the consent of the holder, by the payment of an amount in cash for* Z U* y/ b0 |. E3 Y
each such share so redeemed of $25.00 together with all declared and unpaid
% Y+ N. W X+ p# }dividends to the date fixed for redemption.
" f3 U, @ t) UConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
2 i3 {. W$ |! x5 C* H4 h/ L' \' TShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have. \8 h4 e- R/ g" R
the right, at their option, to convert, on February 25, 2014 and on# ~7 C. C# X! n
S-4% p/ d1 b( q# H" {
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
9 F3 B$ u1 s! R. |5 T- U9 U/ K/ nor all of their Preferred Shares Series 18 into an equal number of Preferred4 I& O$ K. Q2 s1 V$ n5 H. z9 M2 O0 ?
Shares Series 19 upon giving to the Bank notice thereof not earlier than* N/ x6 n! R6 A* F l4 K
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
7 Y8 B) R3 n J! q2 r+ z* ipreceding, a Series 18 Conversion Date.
$ o) M" I' I) G' ^+ D8 a) WAutomatic Conversion If the Bank determines, after having taken into account all shares tendered8 }& x4 g$ X$ V4 u* R1 I7 R4 k
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
. ~8 Y- D$ e! ]0 ]Series 19, as the case may be, that there would be outstanding on such, w1 z+ M1 B1 o! @
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
1 u V% o; j! K) y; usuch remaining number of Preferred Shares Series 18 will automatically be* X& k+ K2 x) S. e& u* L' v
converted on such Series 18 Conversion Date into an equal number of
4 F2 Y0 V% M% Q# K: A- S: h: uPreferred Shares Series 19. Additionally, if the Bank determines that, after) P$ u% i, X# P& G l
conversion, there would be outstanding on such Series 18 Conversion Date
& \3 f+ K. ^6 ^3 iless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
- F! T, T" b; X ^% j$ DSeries 18 will be converted into Preferred Shares Series 19.1 I0 m' R# ^. h! f5 y
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares3 d5 ^- t- L4 J# }7 h6 Y
Series 18 will not be entitled as such to receive notice of, attend, or vote at,! M5 S5 k2 t, D3 j8 h, b
any meeting of the shareholders of the Bank unless and until the first time at
% n) f' Q& `0 e0 O" d6 ?which the Board of Directors has not declared the whole dividend on the% P" j0 q% t) j/ f v( [& x
Preferred Shares Series 18 in any quarter. In that event, subject as }9 k9 e9 x2 }4 _# ~: Z1 u
hereinafter provided, the holders of Preferred Shares Series 18 will be% F9 b/ D h" ^
entitled to receive notice of, and to attend, meetings of shareholders at which$ g! _, g0 |# I1 D' q" S
directors of the Bank are to be elected and will be entitled to one vote for
1 K$ A, u, D* Q! t6 T* Aeach Preferred Share Series 18 held. The voting rights of the holders of the6 A/ Q$ }7 u6 @. T; U8 U2 u) R
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of; L6 X3 y, k; w( |
the first dividend on the Preferred Shares Series 18 to which the holders are
8 A1 g6 g1 k$ [# h& s1 c+ Nentitled thereunder subsequent to the time such voting rights first arose until+ S9 @# s9 Z- n$ n4 e
such time as the Bank may again fail to declare the whole dividend on the8 `9 n, l% L8 {# ^! q
Preferred Shares Series 18 in respect of any quarter, in which event such
, y; p( M: j# ]. U/ n0 mvoting rights will become effective again and so on from time to time.; V* a- v) {! Y5 _3 z
Principal Characteristics of the Preferred Shares Series 19
! j! f2 h; G* S2 {5 m7 G( S0 p# ADividends: The holders of the Preferred Shares Series 19 will be entitled to receive
2 q7 H+ ]' I0 K" h6 Yfloating rate non-cumulative preferential cash dividends, as and when& U6 s( I. A$ L6 ?% W
declared by the Board of Directors, subject to the provisions of the Bank Act,
) z4 B; _ C- y& l0 q+ w0 Npayable quarterly on the 25th day of February, May, August and November9 Y$ W* ?0 q! g, g+ O; N, f/ t) b
in each year, in the amount per share determined by multiplying the
0 ]' v X. O; V) S, z U: G5 N' `applicable Quarterly Floating Dividend Rate by $25.00.% P) s4 _6 ~; \8 i* C: ] W: h0 R
On the 30th day prior to the commencement of the initial quarterly dividend: {; q w" E: \+ M* [
period beginning on February 25, 2014, and on the 30th day prior to the first
' E/ ~& C' K& N9 z9 }" o- b M) Hday of each subsequent quarterly dividend period (the initial quarterly& U7 z: d! e+ \( H, K5 ]+ H
dividend period and each subsequent quarterly dividend period is referred to8 v% O, D% ^9 m; \' {
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the2 `6 o g0 q; e, p% }* u: S* D
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate! t- S- S0 g, u9 m9 N
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the- G, d9 ~0 S) t$ I( t t1 T7 e
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days; Y9 s/ `: Q* Q% ?5 }. B! X
elapsed in the applicable Quarterly Floating Rate Period divided by 365), ~2 e3 i1 U% P
determined on the 30th day prior to the first day of the applicable Quarterly1 z( I }# @ `2 }
Floating Rate Period.- t4 C3 m7 D k' C( t$ j
S-5
9 N- K( X, o8 R' F3 `4 zIf the Board of Directors does not declare a dividend, or any part thereof, on9 V' b2 A- i' r' l1 L0 @/ R
the Preferred Shares Series 19 on or before the dividend payment date for a
1 D+ V9 v& @$ g6 j# fparticular quarter, then the entitlement of the holders of the Preferred/ x$ p, b: `) E4 q ]$ U
Shares Series 19 to receive such dividend, or to any part thereof, for such
# V' r7 W- R7 Iquarter will be forever extinguished.
" U, A0 Q/ M* jRedemption: Subject to the provisions of the Bank Act and to the prior consent of the# Y9 [: @# L( }2 E( v* T( _
Superintendent and to the provisions described below under the heading# h5 Z# f+ K$ W
‘‘Details of the Offering — Certain Provisions of the Preferred Shares2 c9 A3 y o6 a# w7 m/ s
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,2 E7 r# P2 `) T2 T0 i
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all( \$ x1 U9 D) X6 p/ X# l) V0 P. U
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s* ?$ Y) ~ B: H- E
option without the consent of the holder, by the payment of an amount in3 u4 I3 N, M) g5 A$ @& E& o3 ~
cash for each such share so redeemed of (i) $25.00 together with all declared5 F3 u* F6 b0 p. B$ X
and unpaid dividends to the date fixed for redemption in the case of; o; p; @5 q1 i# ~0 R w
redemptions on February 25, 2019 and on February 25 every five years
h: @' t; y* Q8 `8 H6 z5 Jthereafter, or (ii) $25.50 together with all declared and unpaid dividends to5 T' H8 \$ u ?, u" X2 e" \
the date fixed for redemption in the case of redemptions on any other date: S1 o, T& k1 Y! j9 f8 l9 m
on or after February 25, 2014.* i, n8 ]. i$ y) H& X9 n# C" j
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
0 y0 [. B0 a7 F: OShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have1 I7 U9 r" B% M! z2 _6 }6 K
the right, at their option, to convert, on February 25, 2019 and on
0 O* z/ O5 }- I* ?. Q5 rFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
& L g* L9 o1 v" M# g. zor all of their Preferred Shares Series 19 into an equal number of Preferred$ V8 [6 F) S/ q9 H
Shares Series 18 upon giving to the Bank written notice thereof not earlier+ g7 ~* K, M. b: S0 Z( n
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the; n( X1 ?. E4 P: e5 \- H
15th day preceding, a Series 19 Conversion Date.9 @& m3 c9 q, E4 k' N# H: ?
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
. B- A" L8 p6 ]( UProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
: V' i4 a' |" k' g LSeries 18, as the case may be, that there would be outstanding on such4 ^0 d( w0 A& K; }* Y1 U: D
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19," n; ^/ g6 Q7 p9 u) [: a
such remaining number of Preferred Shares Series 19 will automatically be
2 t O' S" X0 C$ l5 oconverted on such Series 19 Conversion Date into an equal number of
& n: W. F% E D* Z: BPreferred Shares Series 18. Additionally, if the Bank determines that, after
! U' s7 r* Z# bconversion, there would be outstanding on such Series 19 Conversion Date% x3 Z% s0 Q) o
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
& {0 x9 y$ ` {5 S% j+ g" PSeries 19 will be converted into Preferred Shares Series 18.- m. w7 O$ l' Q2 P" {
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
( @2 z {# q) ~) _% jSeries 19 will not be entitled as such to receive notice of, attend, or vote at,& j% f6 Y& } E, k- o3 Z
any meeting of the shareholders of the Bank unless and until the first time at8 g) h& P. M) e5 \0 u e! U
which the Board of Directors has not declared the whole dividend on the% G( ^$ F/ d3 ], ]
Preferred Shares Series 19 in any quarter. In that event, subject as( e# s6 |! _( e7 f. ~ |
hereinafter provided, the holders of Preferred Shares Series 19 will be4 z6 i8 m; R3 r- n; R' c" w# T; V
entitled to receive notice of, and to attend, meetings of shareholders at which
5 F- P! I# }4 N" J4 A; l) Idirectors of the Bank are to be elected and will be entitled to one vote for$ j( i" S" e j! c+ t
each Preferred Share Series 19 held. The voting rights of the holders of the
! |0 s9 q# k+ n; X: iPreferred Shares Series 19 will forthwith cease upon payment by the Bank of* Y7 S- ?9 J; ]& V1 y
the first dividend on the Preferred Shares Series 19 to which the holders are
3 w" l2 b" o; [/ @entitled thereunder subsequent to the time such voting rights first arose until
% \, a3 A! _' ]% L) esuch time as the Bank may again fail to declare the whole dividend on the
* J5 z" O' n4 @9 U$ z; k; tPreferred Shares Series 19 in respect of any quarter, in which event such% ^; c2 b6 `3 T @9 `, T
voting rights will become effective again and so on from time to time.
5 [: e" n- [9 I: }! d2 \* ]2 N: V lS-6+ l( U% C6 ]8 S: y, j3 C
Priority: The preferred shares of each series of the Bank will rank on a parity with A5 B- V( x. O$ C0 A/ X
every other series and are entitled to preference over the common shares of
* ]/ l n: F$ [6 y( ~. w0 gthe Bank and over any other shares of the Bank ranking junior to the
. c2 o( |/ {2 {' fpreferred shares with respect to the payment of dividends and upon any* o9 }9 E# ?1 ~: Z3 `% X
distribution of assets in the event of the liquidation, dissolution or
- P* ~ L {6 t. A# ]winding-up of the Bank.5 Q, Z& x+ L9 f# U' u! M
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
; F/ a- X# F8 I0 `; ^& X" bDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares1 G7 ^0 P. S- B! @
Series 18 and Preferred Shares Series 19 will not be required to pay tax on: P6 v& |" G$ }
dividends received on such shares under Part IV.1 of such Act. |
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