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发表于 2008-11-29 16:58
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下面是BMO的:5 \+ x3 }0 b. B& Y4 P. H
SUMMARY OF THE OFFERING6 D/ D% k4 N1 G0 w0 K
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’’.- T, S# o* x6 H* }9 {
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.% ^: X5 X" k* d# W8 d
Amount: $150,000,000 (6,000,000 shares). f4 A8 d' G) X
Price and Yield: $25.00 per share to yield initially 6.50% per annum.& M, S2 Z) n( e" U! w. i4 q1 z
Principal Characteristics of the Preferred Shares Series 18
( Z! O1 a! B& [Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
, E# z* b8 i- onon-cumulative preferential cash dividends, as and when declared by the
$ K3 j* x& E) @# i G) PBoard of Directors, subject to the provisions of the Bank Act, for the initial
( j, q) I6 Z6 [8 |period commencing on the closing date and ending on and including
1 J* ]6 L ]9 ~3 G; _. Z- B& m7 VFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
2 B! R: h; s' K2 c: \4 h8 F" f25th day of February, May, August and November in each year, at a rate" u4 i3 ~7 f3 a$ U6 Z, X4 ?
equal to $0.40625 per share. The initial dividend, if declared, will be payable
8 K9 {6 g# h/ b6 b: R1 SMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
% V" L% `! d7 c' kdate of December 11, 2008.# N( }% z* h+ S
For each five-year period after the Initial Fixed Rate Period (each, a
, e l- W4 s7 n$ M‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares7 P, U3 r! }/ p
Series 18 will be entitled to receive fixed non-cumulative preferential cash! Y% q' i! T( Y, z
dividends, as and when declared by the Board of Directors, subject to the
; I% d9 {1 M1 |! R! Qprovisions of the Bank Act, payable quarterly on the 25th day of February,
5 t* E. z5 ^: PMay, August and November in each year, in the amount per share per annum
) E2 e( L3 m, { `: U0 F5 d( Gdetermined by multiplying the Annual Fixed Dividend Rate applicable to% V6 r5 p! H- m
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
. H9 `" U9 c6 L! z+ pRate for the ensuing Subsequent Fixed Rate Period will be determined by the( ?: }: t3 n" z/ L/ K- J) Y
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
: Y- G- e" D: {( {of such Subsequent Fixed Rate Period and will be equal to the sum of the/ p% j3 N0 P( T& y
Government of Canada Yield on the applicable Fixed Rate Calculation Date
9 C3 T+ ?) F/ ^plus 3.83%.
# ]9 a" O3 d+ p! I) t: \& hIf the Board of Directors does not declare a dividend, or any part thereof, on4 ~! F5 j/ L0 l$ G0 [
the Preferred Shares Series 18 on or before the dividend payment date for a# U* G! y. T+ e* i5 M- G7 P; w
particular quarter, then the entitlement of the holders of the Preferred, J9 t, n: g' k3 F5 ^
Shares Series 18 to receive such dividend, or to any part thereof, for such
; ]0 B- f- o3 V3 U; M% Yquarter will be forever extinguished.& ~& z" O0 R$ s! U+ M4 B0 |# U5 F
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the8 e$ g5 r, k. l9 H) P# g& Z
Superintendent and to the provisions described below under ‘‘Details of the
1 S) F Z- `/ L" X! |; J& N8 o9 \Offering — Certain Provisions of the Preferred Shares Series 18 as a: }# R9 ]2 N9 v7 S# r; f
Series — Restrictions on Dividends and Retirement of Shares’’, on0 k4 l/ b( o }- p
February 25, 2014 and on February 25 every five years thereafter, on not
% Q0 a# C6 o, _+ B- m ]0 Wmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
) C- U: e" H1 W; R4 R' p" A2 vpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
: c- G% W- G5 `) A S( twithout the consent of the holder, by the payment of an amount in cash for
/ Z" q! M; v7 `1 Meach such share so redeemed of $25.00 together with all declared and unpaid( f" d6 S1 K5 E2 Y3 H5 {( W7 a, |
dividends to the date fixed for redemption.
' }% N; k+ j0 s( ?7 j4 ^* _7 zConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
# m9 Q9 q9 ^5 QShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have1 I# `8 M7 c$ | g5 x- U
the right, at their option, to convert, on February 25, 2014 and on
% l' B; V, D& q. ZS-4: u8 q) _& ~' r0 ]
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any9 z$ n; \/ J1 F ]7 r4 J
or all of their Preferred Shares Series 18 into an equal number of Preferred) @, ? `2 T5 O
Shares Series 19 upon giving to the Bank notice thereof not earlier than
2 v! d" f+ }0 N30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day0 B6 E, y: i$ }" z( j* J+ H# @) s
preceding, a Series 18 Conversion Date.
4 }5 M" Q( x7 n a, O" SAutomatic Conversion If the Bank determines, after having taken into account all shares tendered' C/ m: V# Q9 V* z) g9 \& H
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares4 L: |7 z% G- C) q+ k
Series 19, as the case may be, that there would be outstanding on such" X5 J" F$ j( h5 H& }& m. h0 A
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,9 t) R( h& i* \5 ~7 K2 z9 x
such remaining number of Preferred Shares Series 18 will automatically be
" @4 c/ U) h) \, {converted on such Series 18 Conversion Date into an equal number of
& A% x" v3 x, H' S- z) Z1 s n+ `8 iPreferred Shares Series 19. Additionally, if the Bank determines that, after
) j5 [$ F% o6 `5 A! e7 iconversion, there would be outstanding on such Series 18 Conversion Date. g' a6 b' E5 \1 ~# d$ O
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
8 @6 z5 p E7 P1 ^Series 18 will be converted into Preferred Shares Series 19.4 y- \, f; f1 m- Y
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares! g' }7 K4 a8 p- c2 r: C$ Z
Series 18 will not be entitled as such to receive notice of, attend, or vote at,: h+ o, {( ^! |
any meeting of the shareholders of the Bank unless and until the first time at! m: a! e# @$ O
which the Board of Directors has not declared the whole dividend on the' P/ A! p- }# p3 a% N
Preferred Shares Series 18 in any quarter. In that event, subject as- }# I4 Z7 K+ Z" R7 t& {; \# y' U
hereinafter provided, the holders of Preferred Shares Series 18 will be
{: h# m! I. T% B( K' u& Kentitled to receive notice of, and to attend, meetings of shareholders at which: b' ~1 r9 [' q8 G" E D. A) l' |
directors of the Bank are to be elected and will be entitled to one vote for
3 w: ]3 v4 x6 l4 E% ]( `2 {4 p+ qeach Preferred Share Series 18 held. The voting rights of the holders of the
! z1 w# u7 l' m" [% [7 ]Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
4 z; p8 y9 }9 \$ N% T( c0 `7 ~/ uthe first dividend on the Preferred Shares Series 18 to which the holders are. J1 |( x( q8 W: _" u" f
entitled thereunder subsequent to the time such voting rights first arose until o/ G" T. j5 o+ f
such time as the Bank may again fail to declare the whole dividend on the
, Y2 a6 c+ s* z5 s% }0 @Preferred Shares Series 18 in respect of any quarter, in which event such
, y5 M) c0 l% i$ A0 Kvoting rights will become effective again and so on from time to time.
' h8 @$ D) U4 i$ d' p6 U6 U1 ePrincipal Characteristics of the Preferred Shares Series 19
& {: @+ w2 l: C' T& FDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
+ n5 O J# l* [floating rate non-cumulative preferential cash dividends, as and when. y9 O% F! k* L8 u- S5 P" ?* o
declared by the Board of Directors, subject to the provisions of the Bank Act,
/ w+ [6 |$ U( {. h0 K& x$ I6 }' J% opayable quarterly on the 25th day of February, May, August and November
/ d7 l. g3 y$ |& R( ]in each year, in the amount per share determined by multiplying the7 I) H/ a0 h2 e) V% R
applicable Quarterly Floating Dividend Rate by $25.00.
2 W* c4 t/ e# \On the 30th day prior to the commencement of the initial quarterly dividend
6 l3 L* A v; R, w' @period beginning on February 25, 2014, and on the 30th day prior to the first/ z$ x$ |* N) f1 L1 I! a; r1 E( z
day of each subsequent quarterly dividend period (the initial quarterly+ @' |. O, [- K& S! r) [2 O5 b# z
dividend period and each subsequent quarterly dividend period is referred to
$ k9 s# Q& C7 s# x8 zas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
, Y7 r# F( j- v+ O' [" nQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate/ w$ u) U: X" r! B
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the8 |9 L' Y" g/ i; N, _
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
4 o+ p& P) J& e+ Z0 felapsed in the applicable Quarterly Floating Rate Period divided by 365); w# ]% X) K+ z' | n. T' ]+ \
determined on the 30th day prior to the first day of the applicable Quarterly
2 U. r; N5 F! ?) ]/ J5 b$ C3 NFloating Rate Period.% e. b6 Q' k8 V9 e* t# W; v) C
S-5. R! Z. q: R) e7 c+ e$ K
If the Board of Directors does not declare a dividend, or any part thereof, on8 U' F& c, M4 |' l- Y
the Preferred Shares Series 19 on or before the dividend payment date for a
6 {, o. D9 \; _) B6 u% ~2 Vparticular quarter, then the entitlement of the holders of the Preferred2 x3 ]7 g* Y8 M; C! k
Shares Series 19 to receive such dividend, or to any part thereof, for such
/ q: n- \8 V2 Zquarter will be forever extinguished.) [* ]8 L) Z' r
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
1 }! ]9 L1 X5 iSuperintendent and to the provisions described below under the heading
" r" ~3 k1 M' O* V0 t/ Q$ ]‘‘Details of the Offering — Certain Provisions of the Preferred Shares
) D3 S9 L; w* S( QSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,' j0 _! t! ` Y, }; Z
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all8 W0 j) O% f& v6 z9 e
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
8 |$ ]" ?0 f% r4 }& Boption without the consent of the holder, by the payment of an amount in# v" c/ w4 t; B, w, B, r2 I0 A
cash for each such share so redeemed of (i) $25.00 together with all declared
8 x" k# a+ O/ h8 K" E2 @and unpaid dividends to the date fixed for redemption in the case of5 X# r3 O9 P) D& r4 v
redemptions on February 25, 2019 and on February 25 every five years
7 J8 T8 \/ p' `1 ithereafter, or (ii) $25.50 together with all declared and unpaid dividends to1 n$ r5 [" s! ]# k7 `! P8 A; x
the date fixed for redemption in the case of redemptions on any other date+ X& i8 E2 s' D: R$ Z" z J
on or after February 25, 2014.
; z0 K0 S! p' r/ Q AConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic* |" t/ t/ D5 W$ O t" J
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have* G3 e, G/ \0 B& k- P
the right, at their option, to convert, on February 25, 2019 and on1 z: J# p b' D( h+ c& m
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
; L4 b( l+ ] k: sor all of their Preferred Shares Series 19 into an equal number of Preferred
- _, P$ A& L1 j) e) E8 F; lShares Series 18 upon giving to the Bank written notice thereof not earlier4 @2 F& [% i9 K& k9 c
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the x- [8 g( h3 w$ Z
15th day preceding, a Series 19 Conversion Date.
: J: ]- W4 j9 i! p; WAutomatic Conversion If the Bank determines, after having taken into account all shares tendered) G+ R5 N: d0 p; \# n/ Q0 ]5 a
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares, _. n- G7 @3 Q# O' ?7 S2 Z( a9 e% }, r
Series 18, as the case may be, that there would be outstanding on such
/ a: L2 ~% Z% E( ]0 I- m! kSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,( |8 n" n" l; h) Q% y. X4 }
such remaining number of Preferred Shares Series 19 will automatically be
# r) k# {7 o) h3 i. kconverted on such Series 19 Conversion Date into an equal number of* ^4 S, o. T8 l) U4 |' X2 ~
Preferred Shares Series 18. Additionally, if the Bank determines that, after
8 b, i! i$ N6 ?: X: |conversion, there would be outstanding on such Series 19 Conversion Date& Q0 D% v5 q9 @- b
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares0 X: j$ u8 o4 g3 m( m- Q6 y
Series 19 will be converted into Preferred Shares Series 18.
( h4 S, @# J3 O6 N4 Z; S- m" @Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: h1 ~6 k2 B& x2 U# y
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
. `/ G ?4 r& n$ Z* X' |any meeting of the shareholders of the Bank unless and until the first time at, k, E) b2 d8 L* _6 u
which the Board of Directors has not declared the whole dividend on the( x0 Q, c) Z2 j% V: R
Preferred Shares Series 19 in any quarter. In that event, subject as( \, s8 D9 h p: \' Y4 l% ~
hereinafter provided, the holders of Preferred Shares Series 19 will be+ }8 J ]. s- H4 z# [; a
entitled to receive notice of, and to attend, meetings of shareholders at which
5 {1 h! R& _5 o% Z# ]directors of the Bank are to be elected and will be entitled to one vote for
8 ^" l- Y) n! g8 j' ]( Eeach Preferred Share Series 19 held. The voting rights of the holders of the
5 S0 {; b/ F1 f4 A/ i% r8 jPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
' g. k8 |4 F6 @* C) w$ M. g" Wthe first dividend on the Preferred Shares Series 19 to which the holders are/ l8 ^5 T8 ~; Y' L% K0 _5 H
entitled thereunder subsequent to the time such voting rights first arose until: d" v' Q" K1 h& |% L0 w
such time as the Bank may again fail to declare the whole dividend on the
/ s5 V( K( s& }. {9 uPreferred Shares Series 19 in respect of any quarter, in which event such+ {6 O0 Z/ U8 [% V+ m. |* |: n z' J
voting rights will become effective again and so on from time to time.$ c" O7 m5 L. U1 E9 E* z$ @5 ^
S-6- l/ P( ~7 r, X1 g! z, K; y. j$ m
Priority: The preferred shares of each series of the Bank will rank on a parity with
: @: Q. y7 {) |* \" k! l. Y% }( G5 ~every other series and are entitled to preference over the common shares of- p# J% b. ^2 t% ~, w8 B X
the Bank and over any other shares of the Bank ranking junior to the0 E# |! o' [1 r5 E9 m9 j' m
preferred shares with respect to the payment of dividends and upon any
/ I+ K8 w( e u6 k" w0 @distribution of assets in the event of the liquidation, dissolution or; x. e0 I; \' s% W v" d
winding-up of the Bank.$ q& ~( O+ z& P, r- N. q
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
r5 G+ g6 N1 ~- W# C- Z* ^Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares5 p9 Q, y% S5 R. H4 e G0 Z
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
( B" H( t/ X- G7 Idividends received on such shares under Part IV.1 of such Act. |
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