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发表于 2008-11-29 16:58
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下面是BMO的:/ T9 E/ j3 P$ C& ?6 o8 E
SUMMARY OF THE OFFERING0 S# J3 M/ v) `8 H- f5 H" y
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’’.
. k5 _4 w5 y4 y9 VIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.6 ^9 s( i( k# y* |) @
Amount: $150,000,000 (6,000,000 shares).- ]& _( z; J2 W' O1 k: }1 X
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
+ y% J- {4 P3 |3 m6 H8 \& ~* @% UPrincipal Characteristics of the Preferred Shares Series 185 Q9 j$ l; K5 H
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed; S4 _6 C" O5 E+ T
non-cumulative preferential cash dividends, as and when declared by the z& B; Y; X4 ], S/ b0 F8 S! e O
Board of Directors, subject to the provisions of the Bank Act, for the initial' } J" ^# V B
period commencing on the closing date and ending on and including& Q. ~2 |& I4 J" X, J
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
) d# b% R, \# K$ H25th day of February, May, August and November in each year, at a rate
0 h& j. H+ f0 d( j. Z9 _: n" [9 Nequal to $0.40625 per share. The initial dividend, if declared, will be payable7 n. `. Z2 ]4 q2 l5 q* x; E0 F
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing* w# |" G# ^. t) S
date of December 11, 2008.
* @) v/ R, {% lFor each five-year period after the Initial Fixed Rate Period (each, a" c4 P1 t# ?9 ` k t R
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares2 ?% K, `, [- F% C( ?
Series 18 will be entitled to receive fixed non-cumulative preferential cash# e( O3 J3 y" J. l
dividends, as and when declared by the Board of Directors, subject to the
$ i3 S; R) B0 e6 wprovisions of the Bank Act, payable quarterly on the 25th day of February," [. g- o; U( m- c" X7 N
May, August and November in each year, in the amount per share per annum/ }1 S# M7 I; p& ]
determined by multiplying the Annual Fixed Dividend Rate applicable to$ q- [& m& { k9 h! v5 K. [( A4 A
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend/ H8 A8 L p4 r& o3 ^3 j! _! l& g
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
1 L Z6 Z" Z! B; ?0 i1 PBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
# O, v4 s% M+ U' Mof such Subsequent Fixed Rate Period and will be equal to the sum of the
$ n0 X8 t9 g HGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
" t9 Y% u& P$ q' p Zplus 3.83%.' Z$ y; ~( K$ X8 V* s/ ]; H
If the Board of Directors does not declare a dividend, or any part thereof, on2 V1 X. w% G& r( j; N/ I4 r0 d8 e
the Preferred Shares Series 18 on or before the dividend payment date for a0 |& `: \/ w- `$ N& m& Q
particular quarter, then the entitlement of the holders of the Preferred
6 B4 d8 D5 V; V, H h: DShares Series 18 to receive such dividend, or to any part thereof, for such
" h. J$ b6 s. e: n cquarter will be forever extinguished.
' x% W8 k+ G& G" z, l) S3 c! zRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
5 h6 q( `% h/ J2 ~$ k# wSuperintendent and to the provisions described below under ‘‘Details of the
. ^+ O. a2 c( n- V$ ROffering — Certain Provisions of the Preferred Shares Series 18 as a
- ~# L) R# Z+ C$ g! iSeries — Restrictions on Dividends and Retirement of Shares’’, on
! l% R# f# i: R& KFebruary 25, 2014 and on February 25 every five years thereafter, on not
0 K5 e# p( h8 V3 \) R J: smore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
" ~. x1 z6 E* M( M0 J: npart of the then outstanding Preferred Shares Series 18, at the Bank’s option
! \* {& i! M% B2 B% ], wwithout the consent of the holder, by the payment of an amount in cash for& B0 | Z2 T# K- W" ^5 e
each such share so redeemed of $25.00 together with all declared and unpaid+ J6 x" m- O, G- O+ E" _. }5 y
dividends to the date fixed for redemption.9 t* f1 ~5 t% k: i+ L
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic4 ^" M8 D6 l S) e" s' N
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have6 g; y! `1 D: s5 y. `3 o" e1 V: w
the right, at their option, to convert, on February 25, 2014 and on
) U1 U9 p$ d/ f; Q. T& eS-41 I4 f6 ?% j, U% b
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any, m* ^' D f1 O9 ]4 k# N
or all of their Preferred Shares Series 18 into an equal number of Preferred
0 R, ~% v& [) [. z: ~# zShares Series 19 upon giving to the Bank notice thereof not earlier than
4 v6 D* n; B& ]: a% F4 S30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
/ l" _! L. ^8 u) T' U+ c3 qpreceding, a Series 18 Conversion Date.; @& o* e' i- z: l. \1 i; g; k* K: P
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
% B" i o+ a7 v/ gProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares& h7 a0 T& U3 H$ b+ f5 t' _$ I3 ]
Series 19, as the case may be, that there would be outstanding on such- a% Z1 j; H2 K% J0 i9 E' R) f
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
* R1 }0 a. V& A( \such remaining number of Preferred Shares Series 18 will automatically be+ P( B o' J: Y+ e7 i! Y: u
converted on such Series 18 Conversion Date into an equal number of
+ R# a. U# c$ `! i0 R8 g$ EPreferred Shares Series 19. Additionally, if the Bank determines that, after% @5 j) Z% C3 f$ E; s3 |' H
conversion, there would be outstanding on such Series 18 Conversion Date6 t; N& e2 ` a: N7 M4 B4 d
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares! U1 U( K2 i8 y# E, N
Series 18 will be converted into Preferred Shares Series 19.
7 `8 i/ f! R) B2 |& }4 aVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ B- e+ M4 e. u) q3 n! L
Series 18 will not be entitled as such to receive notice of, attend, or vote at,1 {: g% D3 `3 Z
any meeting of the shareholders of the Bank unless and until the first time at" |, s: F: t. H, S
which the Board of Directors has not declared the whole dividend on the+ \& R+ W$ B& z: Z* e8 u% j2 q
Preferred Shares Series 18 in any quarter. In that event, subject as
+ b! U1 m. h- N- c$ v) e4 T( Mhereinafter provided, the holders of Preferred Shares Series 18 will be
' [" p- x6 ~" E7 Rentitled to receive notice of, and to attend, meetings of shareholders at which; C* S+ h' {; T) X' r# g% R
directors of the Bank are to be elected and will be entitled to one vote for
8 B7 ^# {& L: b/ L& ]8 q3 Xeach Preferred Share Series 18 held. The voting rights of the holders of the
( d2 p+ c: k/ g8 l* s7 \) P: y0 u+ V2 [Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
. U3 M3 I% {* Q/ I% P f6 gthe first dividend on the Preferred Shares Series 18 to which the holders are
3 D, y- O8 s% r$ ~' n2 h: m* hentitled thereunder subsequent to the time such voting rights first arose until
" E8 O9 h2 B+ b7 bsuch time as the Bank may again fail to declare the whole dividend on the
' A) b- m7 i& [/ t6 k0 ~6 O" WPreferred Shares Series 18 in respect of any quarter, in which event such
) t: t3 o' G& q8 {; ^* P. k2 hvoting rights will become effective again and so on from time to time.
6 o: s# T. |% {3 bPrincipal Characteristics of the Preferred Shares Series 19$ X* n+ J9 I/ M; S/ ^' O
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive; y! q1 C- N9 q4 a- j
floating rate non-cumulative preferential cash dividends, as and when; d _7 G+ b Q( N) t# F
declared by the Board of Directors, subject to the provisions of the Bank Act,* D/ Q" T4 ^- \: ?% `7 V/ ^$ r" T
payable quarterly on the 25th day of February, May, August and November
2 S! x6 P4 s7 M# D/ y3 Q2 Bin each year, in the amount per share determined by multiplying the
, _! d; L6 ~6 X, h/ eapplicable Quarterly Floating Dividend Rate by $25.00.1 @) H$ y5 x! `7 l0 q6 o
On the 30th day prior to the commencement of the initial quarterly dividend
/ O* D, r# M' E) f+ R) x0 @: Rperiod beginning on February 25, 2014, and on the 30th day prior to the first
+ i8 k+ }; C+ J; Mday of each subsequent quarterly dividend period (the initial quarterly/ ?: Y2 [. Q# C) B
dividend period and each subsequent quarterly dividend period is referred to; J- t8 i( I0 L+ h- E
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the" ~$ p4 u$ u* Q4 T
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
& v% [( q& F; NPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
) w. O U! b5 \! fT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
- f' O( ` w$ N8 u# K9 Q0 Qelapsed in the applicable Quarterly Floating Rate Period divided by 365)/ H6 }# }/ R; j l4 E4 A( B5 k
determined on the 30th day prior to the first day of the applicable Quarterly% c# j( \ f* A/ e* [
Floating Rate Period. r$ E' H$ X4 P
S-50 c( g5 Z3 |. h' D) ]0 B
If the Board of Directors does not declare a dividend, or any part thereof, on( }; C. F- m$ T- s0 T w t
the Preferred Shares Series 19 on or before the dividend payment date for a. \' X0 F! b; O* c8 K; X' l" }+ l
particular quarter, then the entitlement of the holders of the Preferred
( k0 N0 M8 u3 |, U9 oShares Series 19 to receive such dividend, or to any part thereof, for such
6 k7 r8 h$ t3 k# v$ v2 R0 kquarter will be forever extinguished.) N x* L6 j& p% I# \. t
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the# G4 U' M' i7 y Y) N% U
Superintendent and to the provisions described below under the heading
' n* @8 k- D& Q6 D9 c3 L7 r‘‘Details of the Offering — Certain Provisions of the Preferred Shares+ R, G- W1 k* L- E
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’, a/ t' C" ^5 }0 U# W. s
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
+ g N+ n [% J7 \. c7 L6 For any part of the then outstanding Preferred Shares Series 19, at the Bank’s
L9 @0 i9 `$ m) Ooption without the consent of the holder, by the payment of an amount in( k. [9 P d* `9 M2 V
cash for each such share so redeemed of (i) $25.00 together with all declared
6 e; f( m3 a% Yand unpaid dividends to the date fixed for redemption in the case of! G1 |0 k# v& {: T/ @1 r: i2 i
redemptions on February 25, 2019 and on February 25 every five years
0 o! V% t9 i8 M: U& o2 |thereafter, or (ii) $25.50 together with all declared and unpaid dividends to1 g. {9 L+ D+ F
the date fixed for redemption in the case of redemptions on any other date8 Y: L! C; s* W# @( k
on or after February 25, 2014.- b' l2 R5 y; z* R8 P' M5 l$ M
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic3 i6 y1 s% ]3 S8 @3 x
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have8 [5 k9 c0 o: w6 F8 q. ?
the right, at their option, to convert, on February 25, 2019 and on
2 y/ U: w, C/ ^; ^February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any9 h) J2 S( {- {' s6 ]& @( N
or all of their Preferred Shares Series 19 into an equal number of Preferred
+ ]. e" r n6 `0 T- z1 `Shares Series 18 upon giving to the Bank written notice thereof not earlier
0 [2 J. k$ U+ Z$ H s) Bthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
9 s+ {2 \$ `3 Y% h, e15th day preceding, a Series 19 Conversion Date.
- c) \& g6 h9 A$ w1 S% CAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
# W: e0 t1 B; U e) y- o' U! MProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares# @7 C5 {% g, j! K4 s+ [
Series 18, as the case may be, that there would be outstanding on such$ O9 h {+ W$ ]; E+ d1 R0 m) m1 b
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
1 I: N% z0 e" d4 n( fsuch remaining number of Preferred Shares Series 19 will automatically be
2 n* i; n7 U W F6 V/ nconverted on such Series 19 Conversion Date into an equal number of
* M" J" \- d, N. @. _! N' iPreferred Shares Series 18. Additionally, if the Bank determines that, after
- Y* b6 ~. U1 d* nconversion, there would be outstanding on such Series 19 Conversion Date) x1 q% s+ Y x$ n4 ?2 F
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
+ _: W* I% D5 R% l4 h BSeries 19 will be converted into Preferred Shares Series 18.* a* d A" `8 Q/ r6 G" F8 {) g
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" g: L0 J: p6 w
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
% [4 K, m l4 F4 z' U4 Lany meeting of the shareholders of the Bank unless and until the first time at, k8 J% P, g; f/ R
which the Board of Directors has not declared the whole dividend on the
/ I# A5 F7 F3 u% N/ h. n yPreferred Shares Series 19 in any quarter. In that event, subject as4 P6 X" {# ?7 [
hereinafter provided, the holders of Preferred Shares Series 19 will be
8 S$ B8 \& L" A! f) R4 aentitled to receive notice of, and to attend, meetings of shareholders at which
9 w) x; K' ]3 B9 @& Z4 Y# B' Gdirectors of the Bank are to be elected and will be entitled to one vote for8 s- ^% f' P! P3 R7 W/ ?! l) U$ V) i
each Preferred Share Series 19 held. The voting rights of the holders of the t8 a. L" u" o2 k
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of0 r& |( V# M! p0 m! R* M& ]
the first dividend on the Preferred Shares Series 19 to which the holders are! ^( K! {5 d- G$ k
entitled thereunder subsequent to the time such voting rights first arose until! D$ H) W" n5 D! ~
such time as the Bank may again fail to declare the whole dividend on the
7 R% a. g0 j! R7 t/ y9 bPreferred Shares Series 19 in respect of any quarter, in which event such2 x1 r$ k3 \. t" a
voting rights will become effective again and so on from time to time.
8 v% d; h1 u$ {6 G2 B. i$ X/ MS-6
: M1 n8 b" j, c% H+ s+ f. VPriority: The preferred shares of each series of the Bank will rank on a parity with5 U& X; a& B. W
every other series and are entitled to preference over the common shares of
) U1 J6 Z: ?, ^7 P. @4 {9 `the Bank and over any other shares of the Bank ranking junior to the$ T+ ^& u# O% ?
preferred shares with respect to the payment of dividends and upon any
+ C+ U, L" P8 a4 S* O; Idistribution of assets in the event of the liquidation, dissolution or) c& ~% O$ h; o/ H- F- H1 }' v
winding-up of the Bank.* B0 W5 M1 W p7 p/ z4 D
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
: g- a' u( X( G- b+ x2 fDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
1 A+ Z7 ]+ I9 o& cSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
* R/ P. h' M& {, Kdividends received on such shares under Part IV.1 of such Act. |
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