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发表于 2008-11-29 16:58
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下面是BMO的:1 |! m1 K j$ ~0 l$ E
SUMMARY OF THE OFFERING
/ `# W1 ]! w' E$ h+ u) g7 X5 v% yThis 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’’.
l: s+ B" c6 F& |Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
7 U0 Y' ?% ?& ?. X5 |% XAmount: $150,000,000 (6,000,000 shares).
8 @& P0 B& V5 D2 TPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
$ I& x# [2 v- \0 {& T1 u) w }* uPrincipal Characteristics of the Preferred Shares Series 18
- h u& o$ l& m( JDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed* U, ]7 \* h+ J' @$ c% j
non-cumulative preferential cash dividends, as and when declared by the
5 E2 P$ V3 ~& L9 `$ Q sBoard of Directors, subject to the provisions of the Bank Act, for the initial1 I2 K. o6 p+ r3 p% j% T
period commencing on the closing date and ending on and including/ ~/ z) l! Z" z6 A- [- P+ g
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the) H* y a8 y8 \) v& T: ]3 U
25th day of February, May, August and November in each year, at a rate
9 {) K/ U3 S4 |) w8 s$ P8 j5 }equal to $0.40625 per share. The initial dividend, if declared, will be payable
! z6 x* L3 D8 k' T: d" UMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing( i' _# j" M) C
date of December 11, 2008.
& G @" K% R1 c x N, ~For each five-year period after the Initial Fixed Rate Period (each, a. P. [* l5 K) t) W) [. G
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
& v1 f) \, A5 O" i9 u6 ~, sSeries 18 will be entitled to receive fixed non-cumulative preferential cash
0 \" d/ Q7 b5 ~dividends, as and when declared by the Board of Directors, subject to the
4 Q% Y' Y7 C) P. q7 Fprovisions of the Bank Act, payable quarterly on the 25th day of February,' |) k; y$ P1 i$ ^1 c' s/ k2 n
May, August and November in each year, in the amount per share per annum
$ W6 V, ~# R( W2 ydetermined by multiplying the Annual Fixed Dividend Rate applicable to" G- E- Y; _/ V9 K+ G. I
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
% e& R# Q5 [# S# [$ ] M8 G( GRate for the ensuing Subsequent Fixed Rate Period will be determined by the: ?* S% A2 Y/ `
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
: M* K# w+ U# V) N2 u3 w' [of such Subsequent Fixed Rate Period and will be equal to the sum of the
- s# }* Y2 p0 p5 p" I* yGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
6 ?2 |, h7 \) v2 P) O2 @plus 3.83%.' R1 ~+ C1 q# `* \2 `" N6 N0 P$ o0 {& `. `
If the Board of Directors does not declare a dividend, or any part thereof, on) n# M4 S* j$ x. D0 Y: K, w
the Preferred Shares Series 18 on or before the dividend payment date for a" \9 X( F2 D# P% B4 F& U; Q
particular quarter, then the entitlement of the holders of the Preferred
5 K" S2 y; L7 ?; QShares Series 18 to receive such dividend, or to any part thereof, for such
. P5 v- v# j2 ]. q, C( J9 H1 }$ l* Nquarter will be forever extinguished.
2 e' u: C+ G1 J2 t0 R) L1 i8 X2 nRedemption: Subject to the provisions of the Bank Act and to the prior consent of the; W5 p9 r5 W1 i
Superintendent and to the provisions described below under ‘‘Details of the) M9 z" k7 R& t" s9 _
Offering — Certain Provisions of the Preferred Shares Series 18 as a* F" V6 }! o# ?. ]1 P' n2 y
Series — Restrictions on Dividends and Retirement of Shares’’, on
B) a4 e- U) O/ NFebruary 25, 2014 and on February 25 every five years thereafter, on not
7 g& B. ~( f% ~8 Z9 fmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
; ` B1 Q8 z6 a, ppart of the then outstanding Preferred Shares Series 18, at the Bank’s option
# s5 I- r# r* i8 uwithout the consent of the holder, by the payment of an amount in cash for
. P% C- z3 Z( C4 d8 ^! h: @each such share so redeemed of $25.00 together with all declared and unpaid6 q. |" H2 U2 B; G5 B' b+ A; U# o0 [
dividends to the date fixed for redemption.
' A& B& w" y4 p1 Q( x" J6 h" S/ SConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
* p# ~' ?+ y) L' S0 ~7 b! ^5 fShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
" T) H0 u( a0 a; C8 vthe right, at their option, to convert, on February 25, 2014 and on P# H6 g3 N- s
S-4/ \! w4 _, e* N" k! V( g' f3 @
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
8 Z7 Q+ C8 J9 h0 Por all of their Preferred Shares Series 18 into an equal number of Preferred8 A& {( m1 G/ A
Shares Series 19 upon giving to the Bank notice thereof not earlier than& @7 q: R% A8 G
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day1 G5 ^; @0 X2 h5 w
preceding, a Series 18 Conversion Date. P+ Z1 {& C- t
Automatic Conversion If the Bank determines, after having taken into account all shares tendered1 B7 @" \; a% `+ Z
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
. {8 q% w8 C5 @% D2 j# XSeries 19, as the case may be, that there would be outstanding on such& {2 Z, ^+ T9 Z( N! N# ?% v
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
/ Q- X0 B! r5 Y8 K$ osuch remaining number of Preferred Shares Series 18 will automatically be( b/ w: h* G/ P- ^* Z9 I
converted on such Series 18 Conversion Date into an equal number of% }) |* X6 p0 j3 Z
Preferred Shares Series 19. Additionally, if the Bank determines that, after U8 G$ }2 D1 \) C4 c
conversion, there would be outstanding on such Series 18 Conversion Date
2 e. Q0 w: }) l" o' U/ Kless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
) S7 M- t$ x3 w: K* ^Series 18 will be converted into Preferred Shares Series 19.) Q% [9 i1 N, d5 }% P5 x
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 b4 x4 j( b: b( J1 ESeries 18 will not be entitled as such to receive notice of, attend, or vote at,$ m" ]* x$ e8 p' I$ C% ~/ G
any meeting of the shareholders of the Bank unless and until the first time at
' l0 f, i) L+ J5 ^. f4 X! p! awhich the Board of Directors has not declared the whole dividend on the
: S) X) X, k! o3 ]$ ~+ {; ~5 r8 k' |Preferred Shares Series 18 in any quarter. In that event, subject as
' O4 h1 H) |9 e, Zhereinafter provided, the holders of Preferred Shares Series 18 will be; r4 E8 g2 e+ E9 A+ `- F
entitled to receive notice of, and to attend, meetings of shareholders at which. t" V Z% z `$ P
directors of the Bank are to be elected and will be entitled to one vote for% X. h5 @; j& ~; Q9 h
each Preferred Share Series 18 held. The voting rights of the holders of the
% `7 m2 g- ?. F* F- K2 E( L" p, {+ }0 pPreferred Shares Series 18 will forthwith cease upon payment by the Bank of# ?! a& C% \4 P+ }
the first dividend on the Preferred Shares Series 18 to which the holders are: C2 Z9 {: b3 F7 U
entitled thereunder subsequent to the time such voting rights first arose until& _6 g/ a) d: m5 L! a
such time as the Bank may again fail to declare the whole dividend on the
' ]$ f7 e7 Y, {Preferred Shares Series 18 in respect of any quarter, in which event such5 Z+ E# @, ?$ y. d" s& G8 W; y' k
voting rights will become effective again and so on from time to time.; @' B* {7 D6 R# D( \
Principal Characteristics of the Preferred Shares Series 19$ E- }' Z( y' P. D9 {" {
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive0 A2 _9 X. m( }; A! i8 A
floating rate non-cumulative preferential cash dividends, as and when% G! ?6 H* L+ [1 p& ?0 K6 k8 ~$ c
declared by the Board of Directors, subject to the provisions of the Bank Act,
' E5 S& A: A, Q S! Y* Vpayable quarterly on the 25th day of February, May, August and November
2 e3 a( J2 a8 a( ?; V0 R( cin each year, in the amount per share determined by multiplying the7 F* B; D* v9 s, Q' q7 F% a
applicable Quarterly Floating Dividend Rate by $25.00.
) x4 [; s5 z) A( y* e" U/ IOn the 30th day prior to the commencement of the initial quarterly dividend
0 _" R5 A, M' K' G3 F. kperiod beginning on February 25, 2014, and on the 30th day prior to the first6 @ |2 K9 _) S1 Z- N% ]
day of each subsequent quarterly dividend period (the initial quarterly
1 e$ s+ c7 e! V5 edividend period and each subsequent quarterly dividend period is referred to1 ~* I- ], n9 b+ w3 @/ Y5 o
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
4 U8 w7 ^; s) e% H5 ~Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate( E& B D! D, L+ o
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the6 W" i0 |5 b$ k4 L3 ^) [
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
6 p2 X! S5 t3 u' [4 a$ ^1 oelapsed in the applicable Quarterly Floating Rate Period divided by 365)
7 n* a0 Y- p3 r3 N7 H2 gdetermined on the 30th day prior to the first day of the applicable Quarterly% }# k' @$ P, m/ Q) L3 i+ n
Floating Rate Period.3 `/ z0 n, V, I1 r' p3 ]$ @! Q
S-5
; Z6 j( c& r( yIf the Board of Directors does not declare a dividend, or any part thereof, on
0 c! e) f! \& {1 Z cthe Preferred Shares Series 19 on or before the dividend payment date for a
+ M# y+ e8 y, ]" W, Qparticular quarter, then the entitlement of the holders of the Preferred3 A; W6 f- x0 g- p- X' [) K# r0 w
Shares Series 19 to receive such dividend, or to any part thereof, for such2 w( j+ r$ b* |) q* g1 \' [
quarter will be forever extinguished.8 X' f! [& t: d4 l$ B
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the2 R) Z) s/ y) Y9 \
Superintendent and to the provisions described below under the heading0 P3 i* b! u' A# c
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
) b! Y1 [& b% X& WSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
6 Y p8 V, \# Z( F$ s$ L% ^on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
, z8 u% o! P* {+ }) aor any part of the then outstanding Preferred Shares Series 19, at the Bank’s- w0 m0 E* R/ q, p/ R$ p: U" U8 S
option without the consent of the holder, by the payment of an amount in* |4 ^ P2 q% {9 D
cash for each such share so redeemed of (i) $25.00 together with all declared5 `& B# z9 R" c0 ?! M$ V9 R
and unpaid dividends to the date fixed for redemption in the case of: ]% x* A, }% r, o- _8 @
redemptions on February 25, 2019 and on February 25 every five years
5 f8 k$ Y9 \: _8 H( I+ Lthereafter, or (ii) $25.50 together with all declared and unpaid dividends to/ f- O( O! s @/ S# V' A5 s
the date fixed for redemption in the case of redemptions on any other date
$ [0 J j; ~+ i# r% f6 H) {. Lon or after February 25, 2014.
( z& E7 J5 j8 W2 d7 rConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
! J# \4 t# ^5 [/ I: u! LShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have% m& b, `# W; G2 e! p' L
the right, at their option, to convert, on February 25, 2019 and on! O; y5 G7 G! M
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any- m, I b, M4 A( x8 K
or all of their Preferred Shares Series 19 into an equal number of Preferred
& K# L a. A+ r, SShares Series 18 upon giving to the Bank written notice thereof not earlier
, k' {6 [% Z7 U. m1 e- r/ pthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
# h/ V) u# l9 n Q( [, G/ Q, ?15th day preceding, a Series 19 Conversion Date.
1 f$ s5 F8 U( J$ U/ X0 pAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
3 K3 h& D3 L; _Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares! |/ v- j( g# [6 X" q& R& Q
Series 18, as the case may be, that there would be outstanding on such
7 M7 F# y$ s+ I- Q$ I4 BSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19, R6 ^2 d- \! k$ w4 S, T& \
such remaining number of Preferred Shares Series 19 will automatically be' D+ Q0 \% p$ y/ }9 g) s* X
converted on such Series 19 Conversion Date into an equal number of, u; Q4 p e8 g4 J6 T* Y# v
Preferred Shares Series 18. Additionally, if the Bank determines that, after
7 J+ y& `- A+ e' |conversion, there would be outstanding on such Series 19 Conversion Date
0 E- |9 f8 P; M: P9 nless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares6 X% [' }2 o$ w$ ]: M
Series 19 will be converted into Preferred Shares Series 18.; \. ~3 j* Z3 K1 a
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
2 j1 e- j- I/ N( F: G# w" _Series 19 will not be entitled as such to receive notice of, attend, or vote at,' {4 ~: H: |) X5 [
any meeting of the shareholders of the Bank unless and until the first time at0 v* G8 P% p$ H: M
which the Board of Directors has not declared the whole dividend on the M3 m7 x' ]: \1 |
Preferred Shares Series 19 in any quarter. In that event, subject as6 _- \4 u9 d+ U% S# y% F
hereinafter provided, the holders of Preferred Shares Series 19 will be
u: t+ o, V* }+ ], s* mentitled to receive notice of, and to attend, meetings of shareholders at which
# x( ^, ^: ~1 i- L) E& x5 ]3 Mdirectors of the Bank are to be elected and will be entitled to one vote for- `! N- L3 p) z% ^" K& d
each Preferred Share Series 19 held. The voting rights of the holders of the
: t8 G: ~' s$ e% Q2 B+ @ O; S" }9 E$ PPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
7 Y( Y s' J- H8 o X0 L/ Ythe first dividend on the Preferred Shares Series 19 to which the holders are+ X* L9 s0 c( Y; P: l
entitled thereunder subsequent to the time such voting rights first arose until
. Y, J9 |5 d4 w9 A2 O0 A- M1 msuch time as the Bank may again fail to declare the whole dividend on the
. K+ X1 z( a3 D* ZPreferred Shares Series 19 in respect of any quarter, in which event such
5 A3 o8 l! e% X/ O) L) Jvoting rights will become effective again and so on from time to time.7 P* E( t% U* @& g0 f7 S
S-69 E7 P+ z; u4 y8 p J) h8 }! |
Priority: The preferred shares of each series of the Bank will rank on a parity with/ g0 O2 W+ R0 \" _) n
every other series and are entitled to preference over the common shares of7 y/ v1 ]! ~# H5 R- l( S9 e
the Bank and over any other shares of the Bank ranking junior to the2 H/ i# S b$ x: P3 Y% A5 Y6 ?+ i
preferred shares with respect to the payment of dividends and upon any4 ?2 m5 w) `0 t: L5 q$ ]
distribution of assets in the event of the liquidation, dissolution or F, r+ N% u; F
winding-up of the Bank.
, x) U" f& I, g' o1 fTax on Preferred Share The Bank will elect, in the manner and within the time provided under
6 ~2 n: |# Z" H5 rDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares- w: f9 h8 }$ U0 t
Series 18 and Preferred Shares Series 19 will not be required to pay tax on$ C: D i2 j/ i- V2 B
dividends received on such shares under Part IV.1 of such Act. |
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