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发表于 2008-11-29 16:58
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下面是BMO的:$ ]0 q3 J. Q6 D, v( T
SUMMARY OF THE OFFERING# X" P9 s7 A/ {' W7 Y9 d
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’’.. E% O" A/ X5 I' n9 ?
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
# ]; t) b$ \% l. B v- p. rAmount: $150,000,000 (6,000,000 shares).- k! K1 A! L: s+ F" l
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
" n; @ e7 L1 J; EPrincipal Characteristics of the Preferred Shares Series 18. l& E. h- l2 U' l5 H0 h
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed, g- I. }2 G; E0 O. \7 ~; b
non-cumulative preferential cash dividends, as and when declared by the
8 ?( t2 W% n7 I, x9 ZBoard of Directors, subject to the provisions of the Bank Act, for the initial
/ G/ e T( y4 W6 o* }- H3 M0 vperiod commencing on the closing date and ending on and including
1 p' ?# F8 P2 T8 UFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
" c4 l- E- k1 n6 b4 Q5 @25th day of February, May, August and November in each year, at a rate$ B# n1 v: j6 e# E2 j& d/ {
equal to $0.40625 per share. The initial dividend, if declared, will be payable
9 |" G' Y9 p/ o4 b" Q0 o+ yMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
' V) M6 M6 N4 Rdate of December 11, 2008.
, e, A$ R9 Y: P1 \5 eFor each five-year period after the Initial Fixed Rate Period (each, a8 h3 S# d4 s' W8 I
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares9 g$ o) E& \0 P3 G; ?7 c
Series 18 will be entitled to receive fixed non-cumulative preferential cash @+ x5 e) t, f
dividends, as and when declared by the Board of Directors, subject to the
2 `# S/ z$ Y" S9 f6 y: I2 {7 bprovisions of the Bank Act, payable quarterly on the 25th day of February,
& q5 A: {$ s: N9 rMay, August and November in each year, in the amount per share per annum M# o) ~% u8 r$ R' T+ o
determined by multiplying the Annual Fixed Dividend Rate applicable to4 v* B1 K! N) p2 }
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
$ Y$ N+ T6 R1 H. X! I2 l3 S6 [Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
, V: |1 O9 t8 G$ ^! wBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
' o# e* B9 M: I2 Y9 @; |of such Subsequent Fixed Rate Period and will be equal to the sum of the
- G( j0 e; R( z+ q0 S: _, ^Government of Canada Yield on the applicable Fixed Rate Calculation Date' U1 K! n% z5 ^% E
plus 3.83%.
* V8 q/ O# C' N8 rIf the Board of Directors does not declare a dividend, or any part thereof, on
: X6 k5 F& ]) y* V; g* K4 _the Preferred Shares Series 18 on or before the dividend payment date for a t9 i# i3 C1 R' [( X$ {
particular quarter, then the entitlement of the holders of the Preferred4 {# L w" z$ X3 {2 w$ q! g" m. d' e9 }
Shares Series 18 to receive such dividend, or to any part thereof, for such3 |% ^3 L0 C1 d4 i. g2 C5 n
quarter will be forever extinguished.) ^1 |' q+ ^/ I9 [5 I
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the4 N) z. }! H5 s( v- Z y2 y
Superintendent and to the provisions described below under ‘‘Details of the
5 r$ N- A: A; R5 p2 C' mOffering — Certain Provisions of the Preferred Shares Series 18 as a
/ A! |5 e; D: F2 X+ n1 L, }: sSeries — Restrictions on Dividends and Retirement of Shares’’, on
1 T+ r6 L6 T: K j ZFebruary 25, 2014 and on February 25 every five years thereafter, on not
- B9 d+ h. @2 ~# b( z4 ]0 o+ Q9 `more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
0 |& k6 I' \1 c# `; w4 fpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
8 Q2 O4 u+ r2 I3 l8 y. M4 h0 i- Gwithout the consent of the holder, by the payment of an amount in cash for
* v- `$ e$ E/ N( O4 `5 Q7 H% heach such share so redeemed of $25.00 together with all declared and unpaid# e) o& X, U& F8 u8 u" X9 V1 T! t
dividends to the date fixed for redemption.
5 I" Y2 n9 Y* m( n9 ~" LConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic9 s; j4 A2 S: E, S. T+ ^( a
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have! i0 \3 U) g' C" ~* x' u( v' H
the right, at their option, to convert, on February 25, 2014 and on, \( W& G; ]$ Y; v# U" Z
S-47 b( r4 Q# {: Z7 O% a
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any* i' R1 W' f7 v$ k: s4 G' f
or all of their Preferred Shares Series 18 into an equal number of Preferred
Y. n: m8 U1 j2 f! RShares Series 19 upon giving to the Bank notice thereof not earlier than
9 o4 L0 E; g; ^30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day9 ^' a. a) K& M2 C8 e* p
preceding, a Series 18 Conversion Date.
8 V5 h% {0 y4 l3 X- K$ qAutomatic Conversion If the Bank determines, after having taken into account all shares tendered) X$ r& @* Q, w8 E
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
}. @' X9 i% ?# W, i7 ^; ySeries 19, as the case may be, that there would be outstanding on such/ M% t7 D2 W$ @, t
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,, u9 m' C2 j* ^. }0 \
such remaining number of Preferred Shares Series 18 will automatically be
- t% o4 O/ _, q! |converted on such Series 18 Conversion Date into an equal number of
3 P. _5 C5 K7 q5 D i- MPreferred Shares Series 19. Additionally, if the Bank determines that, after' m, H" k1 ]- i2 A
conversion, there would be outstanding on such Series 18 Conversion Date) l2 B5 q* R" C* G) f& B
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares# u2 ^2 _7 G9 }- L" n) c5 W z3 |
Series 18 will be converted into Preferred Shares Series 19.
4 q' @" E3 D! g3 `7 B- `! _+ yVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
: } Z7 [2 k( z& v% jSeries 18 will not be entitled as such to receive notice of, attend, or vote at,; S" S Z/ M0 b) u7 [; G& V
any meeting of the shareholders of the Bank unless and until the first time at3 K4 c8 _. C: g
which the Board of Directors has not declared the whole dividend on the% B% r0 D4 {8 B8 y; z. Q1 C, h
Preferred Shares Series 18 in any quarter. In that event, subject as3 E5 v% P2 a# t. Z2 O0 M
hereinafter provided, the holders of Preferred Shares Series 18 will be1 S6 i: n/ @, h7 K. P
entitled to receive notice of, and to attend, meetings of shareholders at which
$ G5 p) \9 K& x$ qdirectors of the Bank are to be elected and will be entitled to one vote for* g5 [0 |. n0 o7 r) o
each Preferred Share Series 18 held. The voting rights of the holders of the/ p2 x! t, u$ ^0 j6 G( S- y
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of d/ y, r! ^0 e0 A3 y9 P$ A
the first dividend on the Preferred Shares Series 18 to which the holders are
3 t: u6 [% T1 e. H, v2 ]entitled thereunder subsequent to the time such voting rights first arose until
6 z5 p) m( P* w2 x3 fsuch time as the Bank may again fail to declare the whole dividend on the& L' Q$ e* y, N4 [( c
Preferred Shares Series 18 in respect of any quarter, in which event such
7 m8 w8 a7 K6 X' v- w1 `voting rights will become effective again and so on from time to time.: X; W" H) ]! W: v) N5 o* d
Principal Characteristics of the Preferred Shares Series 19# E2 i) s2 F: q4 [& J
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive" k- ~/ ^3 T) {( J {& A
floating rate non-cumulative preferential cash dividends, as and when3 l* b' w/ t1 f
declared by the Board of Directors, subject to the provisions of the Bank Act,- x4 M2 N! G; |5 A* g: N6 e2 ^
payable quarterly on the 25th day of February, May, August and November- C7 _. }/ o* |8 ]& @' Y. \
in each year, in the amount per share determined by multiplying the
4 z1 k( a8 M% ~4 b$ X Vapplicable Quarterly Floating Dividend Rate by $25.00.4 {3 M9 ?7 |$ f- a* m
On the 30th day prior to the commencement of the initial quarterly dividend
# n! r: P6 W& Speriod beginning on February 25, 2014, and on the 30th day prior to the first
* W* I- f7 [& i# Gday of each subsequent quarterly dividend period (the initial quarterly# [* c* y; A p* Q x' t
dividend period and each subsequent quarterly dividend period is referred to
$ J8 B3 o5 \) {' j) I* f: e1 Cas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the) z6 e Z& a7 Y' N3 H
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate5 @+ {' G: H1 ~$ q6 m
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the0 T2 b; W5 I4 Y0 b* v. \
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days( ~8 y% C" a- ^; o9 p
elapsed in the applicable Quarterly Floating Rate Period divided by 365)% j# t2 U Y3 [+ v j
determined on the 30th day prior to the first day of the applicable Quarterly2 K( Q0 @2 Q+ H, W% y% J
Floating Rate Period.6 F) d' Z+ o- B. q* |/ U3 E+ L
S-5
6 e) B+ F0 @- Q4 eIf the Board of Directors does not declare a dividend, or any part thereof, on
8 x; D4 a, {% A" x7 ]- {; Gthe Preferred Shares Series 19 on or before the dividend payment date for a
4 d( @0 }% R) Qparticular quarter, then the entitlement of the holders of the Preferred
( x' D( Z( U$ r7 Y0 }1 {Shares Series 19 to receive such dividend, or to any part thereof, for such
. U- | I; M2 u8 Y, J# D) p( [quarter will be forever extinguished.
" U* _' ?& T- d. f. q0 S$ ^4 b( _Redemption: Subject to the provisions of the Bank Act and to the prior consent of the' i* f. S3 I0 V( f0 L
Superintendent and to the provisions described below under the heading5 t# O+ V0 g/ | k3 |$ @+ ^( M1 g' f
‘‘Details of the Offering — Certain Provisions of the Preferred Shares8 c2 X) Q) H" |2 D% g& J# [- U) L
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
6 r6 c8 o' A; c1 M$ o0 s2 eon not more than 60 nor less than 30 days’ notice, the Bank may redeem all) r- t3 y! r- R( a
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s. n( O& V/ r% V; |/ x2 e |8 E
option without the consent of the holder, by the payment of an amount in& j: q4 Q' s- J' H/ {
cash for each such share so redeemed of (i) $25.00 together with all declared$ M1 S1 O( c( a# H* [
and unpaid dividends to the date fixed for redemption in the case of
/ e3 ^8 J0 [3 X! l2 Yredemptions on February 25, 2019 and on February 25 every five years% X" m. t S3 a( A2 V
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to! `! Q) ~4 i; c% F
the date fixed for redemption in the case of redemptions on any other date- v7 @2 h" a+ k) _: O% h
on or after February 25, 2014.
6 U3 d& ~0 ]# v2 j, e$ O6 bConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
" L6 w& A, N: W9 X- oShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
+ B. j* `7 K/ Ythe right, at their option, to convert, on February 25, 2019 and on
/ w( a9 D$ k0 sFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any) z, A" A1 t9 c
or all of their Preferred Shares Series 19 into an equal number of Preferred
. O$ X5 W4 g; ?: T) |Shares Series 18 upon giving to the Bank written notice thereof not earlier3 X3 | @/ Y d8 m" `: l4 }' d
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
* p- j5 }: h7 ]& |! W5 q15th day preceding, a Series 19 Conversion Date.. j7 ], r* j7 z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered3 \) }) [) M, x* u6 H" K1 _7 w
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares- U8 r, c* i5 q3 D9 }6 p5 p4 X
Series 18, as the case may be, that there would be outstanding on such
& E: l0 _/ B, L S) H9 PSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
2 _# @4 b1 s$ k) C& Asuch remaining number of Preferred Shares Series 19 will automatically be6 s$ x3 r% [' x) x7 Q! s! s/ F, N* s
converted on such Series 19 Conversion Date into an equal number of
* y, X5 v8 N9 ~8 ?( q9 d, X! LPreferred Shares Series 18. Additionally, if the Bank determines that, after
) n8 ^0 M8 M% \2 @conversion, there would be outstanding on such Series 19 Conversion Date
; }2 M8 A7 Z, O, Hless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares0 w. h* _) [8 Q6 ]; e( R, x" ~$ w
Series 19 will be converted into Preferred Shares Series 18.+ J0 Z7 W, B$ z1 @7 a
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
3 U! ~1 B9 S! Q3 \( |0 nSeries 19 will not be entitled as such to receive notice of, attend, or vote at," N8 B. r; i. J# \4 r% C8 M! ~
any meeting of the shareholders of the Bank unless and until the first time at
6 s3 J: L9 c) S1 twhich the Board of Directors has not declared the whole dividend on the
# S& E' U( n9 d. A/ n Z3 lPreferred Shares Series 19 in any quarter. In that event, subject as
" C }8 y1 a4 l- t6 \: {) e( o1 C: lhereinafter provided, the holders of Preferred Shares Series 19 will be9 p6 l/ p8 T( b2 D- Q& t
entitled to receive notice of, and to attend, meetings of shareholders at which/ G1 u; _" z/ P$ A
directors of the Bank are to be elected and will be entitled to one vote for
. Q5 @$ r2 H4 g0 ^+ s# t' B3 ]each Preferred Share Series 19 held. The voting rights of the holders of the
# N/ T$ R+ v8 H. TPreferred Shares Series 19 will forthwith cease upon payment by the Bank of7 c2 I8 C! V8 i- | U: j& n6 M
the first dividend on the Preferred Shares Series 19 to which the holders are
2 L. Q) o# k* a$ X, P' L' rentitled thereunder subsequent to the time such voting rights first arose until! F4 D& g. J- u3 _ |; r; @3 I$ U P
such time as the Bank may again fail to declare the whole dividend on the. G8 g3 Q$ N, R5 E
Preferred Shares Series 19 in respect of any quarter, in which event such& }+ H4 M! W% [$ s3 Q
voting rights will become effective again and so on from time to time.8 J3 j: Q/ `$ z2 X
S-6
& }7 o' X# W9 U9 PPriority: The preferred shares of each series of the Bank will rank on a parity with4 D8 p! ?2 m \: E+ r8 z* y3 v
every other series and are entitled to preference over the common shares of
6 C4 ?' R! [4 S! Lthe Bank and over any other shares of the Bank ranking junior to the& \+ w; C" i G I( f' L- N" m
preferred shares with respect to the payment of dividends and upon any
1 S+ S' x' o; O5 Idistribution of assets in the event of the liquidation, dissolution or
4 }- t& N2 _6 b1 _winding-up of the Bank.4 g; r2 p$ N0 z
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under1 A5 n( F4 m* b4 _7 Y* _. ^) i+ D
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
' k) j( ?% t7 j( h/ @- T; qSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
# I( d* k' l2 g& o) M4 {8 {dividends received on such shares under Part IV.1 of such Act. |
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