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发表于 2008-11-29 16:58
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下面是BMO的:
8 } m" O0 N$ P- |) p; ASUMMARY OF THE OFFERING# p& ?6 x$ _" S, @: a1 C$ ^
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’’.' o$ I" U1 j8 f/ H# Y# W! i# G" ]
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
; {! F; p; d9 T, BAmount: $150,000,000 (6,000,000 shares).
6 S# [% v5 O, ?* s- o, {Price and Yield: $25.00 per share to yield initially 6.50% per annum.
3 C) U! \/ _9 v9 x% k* GPrincipal Characteristics of the Preferred Shares Series 18
5 R6 {+ Q9 s5 Q/ F- mDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
* t" W# N9 u9 r; S% i+ nnon-cumulative preferential cash dividends, as and when declared by the
. ^/ ?# r5 I! z1 a! `Board of Directors, subject to the provisions of the Bank Act, for the initial3 T8 O/ a4 K o4 ~2 q' m' u
period commencing on the closing date and ending on and including
" u- P) C b8 [1 P6 n+ lFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the. p o& O+ i& ~7 g; Z* I
25th day of February, May, August and November in each year, at a rate
3 j, Y$ g* f8 x' S7 ?equal to $0.40625 per share. The initial dividend, if declared, will be payable
# M* C+ I5 z( O( R1 UMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing4 F% l9 f4 p& t# H/ D
date of December 11, 2008.' l5 Q ]5 y! V8 J
For each five-year period after the Initial Fixed Rate Period (each, a
5 ~+ y1 w6 Y6 w. V' y. C‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares& \( J8 E, z3 z: A& ]: \- W
Series 18 will be entitled to receive fixed non-cumulative preferential cash
: I% M+ r: }9 f M& T: \$ |3 f2 y5 K1 Edividends, as and when declared by the Board of Directors, subject to the9 b9 y7 e& S Z3 M- g5 J% B4 X! s
provisions of the Bank Act, payable quarterly on the 25th day of February,
2 p k, `+ ^7 d* gMay, August and November in each year, in the amount per share per annum
2 v7 @! ~# D! r) ^( {3 B6 Xdetermined by multiplying the Annual Fixed Dividend Rate applicable to
2 T8 V2 `$ q9 l. V g7 Dsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
* ~. }" ^; v; ~Rate for the ensuing Subsequent Fixed Rate Period will be determined by the/ L% G& {5 K, y& f) ?) |
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day K0 M" R% V7 g: x0 W
of such Subsequent Fixed Rate Period and will be equal to the sum of the* A( n& g+ E% _1 |# i* E n7 _
Government of Canada Yield on the applicable Fixed Rate Calculation Date1 X L6 r0 H. R6 G8 e! Z
plus 3.83%.
5 W" i* {; Q6 _; QIf the Board of Directors does not declare a dividend, or any part thereof, on: d; [2 d5 E1 g/ `& v7 A
the Preferred Shares Series 18 on or before the dividend payment date for a8 Q7 b+ b5 j% X& ~& m8 z
particular quarter, then the entitlement of the holders of the Preferred
; l" i: W& i8 lShares Series 18 to receive such dividend, or to any part thereof, for such
! f0 i3 `" T) d5 c# Qquarter will be forever extinguished.
* f z7 a% N4 YRedemption: Subject to the provisions of the Bank Act and to the prior consent of the7 J$ V. M: f( v( D
Superintendent and to the provisions described below under ‘‘Details of the G7 E: W' w" h! p- m1 D7 Q( h
Offering — Certain Provisions of the Preferred Shares Series 18 as a* P6 F! U H+ z; _
Series — Restrictions on Dividends and Retirement of Shares’’, on
* g) O9 r/ T6 d/ v; z2 zFebruary 25, 2014 and on February 25 every five years thereafter, on not
$ S! R5 E, X9 S( c3 o; Jmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any# E, V; z% U6 `% b* a
part of the then outstanding Preferred Shares Series 18, at the Bank’s option, u& z0 ?! m9 F
without the consent of the holder, by the payment of an amount in cash for
5 Y) u) A' G; h6 W* ]each such share so redeemed of $25.00 together with all declared and unpaid
& P3 x6 @6 b) E( ?( M9 K7 gdividends to the date fixed for redemption.5 n! H3 o1 u: I! K& P
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic( t& `; w" g2 E) W" H
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have: ~( c" D. ^* h& \
the right, at their option, to convert, on February 25, 2014 and on% ~" ^/ u! I$ z8 O
S-4
1 O2 ]" q0 x, jFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any% S5 m1 ?5 G5 c0 a, c% H2 _9 j1 Q
or all of their Preferred Shares Series 18 into an equal number of Preferred
* c9 _# s, e5 O. O2 E4 ?Shares Series 19 upon giving to the Bank notice thereof not earlier than8 I7 o, e! c. {' O: E% P8 E) k: o
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day; c# }- v/ Z0 a( r# L7 A
preceding, a Series 18 Conversion Date.. }6 Y I V. \0 F2 A
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
) @. }* |# a$ A+ m* T9 ]Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
2 @, L8 n, \% z( J8 USeries 19, as the case may be, that there would be outstanding on such
$ o8 p ?8 y8 w4 e' USeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
- {* p' T# l Qsuch remaining number of Preferred Shares Series 18 will automatically be) g6 ?3 z+ b6 r: D+ w( d
converted on such Series 18 Conversion Date into an equal number of
; i7 K/ u) }0 I [Preferred Shares Series 19. Additionally, if the Bank determines that, after& m3 K2 |+ r6 I& m/ i
conversion, there would be outstanding on such Series 18 Conversion Date
( N# H, B( P Xless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
$ T# ^' ^; R& i& _8 P9 l- oSeries 18 will be converted into Preferred Shares Series 19., d+ Y. i c# E' Y) P; a
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( g/ M1 w4 k5 A: A/ S+ E6 s
Series 18 will not be entitled as such to receive notice of, attend, or vote at,9 o& Q9 T I# B! h! D3 ~ @
any meeting of the shareholders of the Bank unless and until the first time at/ f3 N% W( w6 X$ u' H4 C( n* y! @
which the Board of Directors has not declared the whole dividend on the
) z: x$ y2 l, {, i# ?6 C$ I+ yPreferred Shares Series 18 in any quarter. In that event, subject as( w7 f ~( G, D* b" m+ [
hereinafter provided, the holders of Preferred Shares Series 18 will be
! X( a7 S. d9 Y+ s4 q2 `0 Gentitled to receive notice of, and to attend, meetings of shareholders at which+ N/ t# t% v" T; a4 K7 U
directors of the Bank are to be elected and will be entitled to one vote for/ ?: S7 v6 b9 b5 t X
each Preferred Share Series 18 held. The voting rights of the holders of the
N4 l( T. G* `7 Z1 IPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
) ]' V2 K8 b0 ?; hthe first dividend on the Preferred Shares Series 18 to which the holders are
' v) G* f+ n+ u, q' Q6 X, M# w8 R2 Nentitled thereunder subsequent to the time such voting rights first arose until
# r9 O: |/ Q2 R4 Rsuch time as the Bank may again fail to declare the whole dividend on the a& I5 W4 r) B9 [5 ^+ p: a. d3 R
Preferred Shares Series 18 in respect of any quarter, in which event such
2 b8 |# C+ M; `$ qvoting rights will become effective again and so on from time to time.
- @, ^. n$ X9 \7 r3 X" pPrincipal Characteristics of the Preferred Shares Series 19
6 _0 G8 v& C# `, x J% ADividends: The holders of the Preferred Shares Series 19 will be entitled to receive0 ]* g; z. s5 w% ^/ D3 O4 c
floating rate non-cumulative preferential cash dividends, as and when! O! K- r; H* y- J
declared by the Board of Directors, subject to the provisions of the Bank Act,
* `: }7 r0 R. l8 s- I1 q( L3 [! ^payable quarterly on the 25th day of February, May, August and November F3 T/ ~; n/ i: w. R2 F
in each year, in the amount per share determined by multiplying the
0 e$ N# |+ o9 [, E; S8 ^3 Lapplicable Quarterly Floating Dividend Rate by $25.00.. e' h* L- p- R$ Z* H) B
On the 30th day prior to the commencement of the initial quarterly dividend, ]9 ]9 n3 x" k( Z& V4 p
period beginning on February 25, 2014, and on the 30th day prior to the first' P$ u7 x: ? v& ?+ ]
day of each subsequent quarterly dividend period (the initial quarterly- |/ ^9 |* a6 `8 i% J0 e' N( x
dividend period and each subsequent quarterly dividend period is referred to! N6 E( N8 `3 z
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the1 M& r( A4 k' u/ b, V) n, s# t8 s
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate) [# F ^. n5 q" x* C5 ?
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the5 L! r. [8 P9 `4 J5 s7 v( J% R
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days+ _2 R. v6 l1 b' _0 ~0 \7 C
elapsed in the applicable Quarterly Floating Rate Period divided by 365)- c9 Z/ r- \1 w; F3 `; @5 v
determined on the 30th day prior to the first day of the applicable Quarterly
2 @6 R' p; H3 y0 x' IFloating Rate Period.
' y. J# R, k3 s. D7 JS-5
6 K9 D" ]1 o2 |/ `! u: Z% \+ AIf the Board of Directors does not declare a dividend, or any part thereof, on
/ z; q5 V ?: M3 a/ jthe Preferred Shares Series 19 on or before the dividend payment date for a
, X* A+ e9 J5 X4 W( h+ b% F5 ?particular quarter, then the entitlement of the holders of the Preferred: l; t% \% _8 D& k+ r
Shares Series 19 to receive such dividend, or to any part thereof, for such4 S4 F* e9 B) H$ l/ C
quarter will be forever extinguished.
2 A7 A! c* }; i' P7 T* k3 {/ QRedemption: Subject to the provisions of the Bank Act and to the prior consent of the5 G, N( [- R+ {2 }
Superintendent and to the provisions described below under the heading
+ v2 l0 \% |- l3 _0 _/ n‘‘Details of the Offering — Certain Provisions of the Preferred Shares6 E. J- ^$ g; a
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
) h+ d- a N& W; Gon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
. X: G8 P- w! v, T& G+ s- A- q9 zor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
/ `$ y: D8 @; r+ foption without the consent of the holder, by the payment of an amount in
6 I9 J, c3 Z5 A( u* t. E1 Xcash for each such share so redeemed of (i) $25.00 together with all declared
/ K* o* Q" L: b+ e' rand unpaid dividends to the date fixed for redemption in the case of
- F) ^6 n/ O9 w+ k4 {; h: qredemptions on February 25, 2019 and on February 25 every five years, m6 g" s: b4 [( ~7 f5 y' k
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to! e8 t% G* Z: B- H" ?" a$ b% E
the date fixed for redemption in the case of redemptions on any other date
# {& w7 g) p D# W% r9 S& Zon or after February 25, 2014.$ \3 B7 B1 P' f$ Y0 p& P
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
/ V" j | v" ]; n+ Y; g+ ? mShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
4 ?8 k: i2 ]( z5 F Xthe right, at their option, to convert, on February 25, 2019 and on" e/ t4 o; P2 ?* P! s& P5 o/ E, _
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any# s2 ^; b3 Y& ?6 H
or all of their Preferred Shares Series 19 into an equal number of Preferred
" ~5 E1 |& ~$ s X: Y, [Shares Series 18 upon giving to the Bank written notice thereof not earlier
; _- \# t: n- M% I) Y9 t. H1 xthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
8 B0 w( M. Q: a: A4 j+ j. z; G15th day preceding, a Series 19 Conversion Date.
7 z$ p# k" t9 OAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
% |3 V3 \6 Z A ~, A9 L! k6 @' fProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares7 m% ^$ p" Q- U3 {( Q
Series 18, as the case may be, that there would be outstanding on such" o$ e @. }7 H3 V5 m+ ^
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
- c5 ]1 F4 n! K5 vsuch remaining number of Preferred Shares Series 19 will automatically be
4 R2 b) i# e+ ^; gconverted on such Series 19 Conversion Date into an equal number of
/ ^& I! d- c: ~/ jPreferred Shares Series 18. Additionally, if the Bank determines that, after' [# e& ?+ }5 V8 n& ]$ I
conversion, there would be outstanding on such Series 19 Conversion Date, R/ g/ v. F# J9 [6 R
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares3 F3 V, M' u/ W/ |8 a0 P, c; P$ z0 N
Series 19 will be converted into Preferred Shares Series 18.4 M: X2 V! D/ k
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" H* U# o* j8 Z
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
8 o0 C" D1 {5 X) hany meeting of the shareholders of the Bank unless and until the first time at
+ h$ \* ^% Y. i4 b: W8 vwhich the Board of Directors has not declared the whole dividend on the; ^( G9 }# M n) M6 z
Preferred Shares Series 19 in any quarter. In that event, subject as
" G7 T; v4 _: p) m' C" x* Ohereinafter provided, the holders of Preferred Shares Series 19 will be
. r' a; L' a- C( f) O( ientitled to receive notice of, and to attend, meetings of shareholders at which( ?0 C, E5 r! n+ M/ X6 q, L
directors of the Bank are to be elected and will be entitled to one vote for
' c! @6 X2 r% H' [' {: Neach Preferred Share Series 19 held. The voting rights of the holders of the
1 y( M7 t' n# W0 dPreferred Shares Series 19 will forthwith cease upon payment by the Bank of6 t9 w1 E4 p" b% `$ X' U
the first dividend on the Preferred Shares Series 19 to which the holders are: a& N; P3 |9 f8 E$ P5 g6 l$ Y3 k
entitled thereunder subsequent to the time such voting rights first arose until
7 E# J( N2 T; dsuch time as the Bank may again fail to declare the whole dividend on the
% P& _9 e( h9 Q- fPreferred Shares Series 19 in respect of any quarter, in which event such( ]9 @2 n9 z& H5 ^9 {1 U$ G; Y
voting rights will become effective again and so on from time to time.
& q( k. W! ^" C! _# c8 d0 FS-6
+ D5 J7 _* V% w9 }, d7 S8 w5 {+ oPriority: The preferred shares of each series of the Bank will rank on a parity with
0 [, E- X$ _* F8 Y2 Pevery other series and are entitled to preference over the common shares of" ?) w4 F* |- R) ?4 `. x
the Bank and over any other shares of the Bank ranking junior to the
: B4 _' [* z1 B# `% b) }2 [: [preferred shares with respect to the payment of dividends and upon any" F5 H P) x6 B7 F" ~* U
distribution of assets in the event of the liquidation, dissolution or6 {0 j) F, q# S y3 k3 e! j1 p" T4 i" ]4 Y
winding-up of the Bank.8 s+ ]5 |/ j( S, D
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under* @+ }1 [* J+ @0 S
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares+ q. ~) A @) g/ K2 Q# H4 k, f
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
) S2 ?$ i S- c9 Q3 v% X1 h. l8 u; Pdividends received on such shares under Part IV.1 of such Act. |
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