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发表于 2008-11-29 16:58
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下面是BMO的:* q+ p/ {; Q% ]) W9 B5 V; ~
SUMMARY OF THE OFFERING+ E" _" H1 ?2 _$ h2 i
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’’.
3 l5 c/ f* i8 pIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.5 v4 o" \. ?) y0 u- K
Amount: $150,000,000 (6,000,000 shares).
, i( T) q( n6 x1 q( M3 X0 o' aPrice and Yield: $25.00 per share to yield initially 6.50% per annum.4 I) O! w! x% ]. E; M$ Z
Principal Characteristics of the Preferred Shares Series 183 p2 Q7 q- r, w5 l( Y- w
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed& M3 O5 m: m: u/ `
non-cumulative preferential cash dividends, as and when declared by the
1 L9 w/ ?) v% Y5 X) tBoard of Directors, subject to the provisions of the Bank Act, for the initial7 P, [' o4 T2 [: W
period commencing on the closing date and ending on and including
( M7 z: h5 m! w2 l$ q- wFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the: X- u! q0 h: v8 k% j
25th day of February, May, August and November in each year, at a rate5 e" A; S- M9 _7 d$ J) p# ]1 q& W1 ]
equal to $0.40625 per share. The initial dividend, if declared, will be payable/ P+ n+ g6 F$ W0 |' a. }2 x$ w
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
0 T8 r$ y8 u' W `' bdate of December 11, 2008.' ?" Q' b; ]+ s+ _$ _$ M$ }0 F e
For each five-year period after the Initial Fixed Rate Period (each, a \3 d# t3 R! j/ \; t& D
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
6 C# u, p4 p' CSeries 18 will be entitled to receive fixed non-cumulative preferential cash
4 l5 N! z. F+ y+ S" vdividends, as and when declared by the Board of Directors, subject to the
6 B/ Q* Z: f% m( H/ _% n; t' v, yprovisions of the Bank Act, payable quarterly on the 25th day of February,1 v9 p3 N2 t0 R8 k* } h8 _
May, August and November in each year, in the amount per share per annum6 ~' l7 o% T5 t+ r& |' A- u5 e
determined by multiplying the Annual Fixed Dividend Rate applicable to
$ Q# q( ~5 v5 ~! L) h: b6 k1 P& Asuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend: F+ e# t- k2 E- K# a
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the3 ~2 o e2 j0 u. v. f+ c- v6 t& X
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
. c8 Z: A& p) |of such Subsequent Fixed Rate Period and will be equal to the sum of the
! Z' Y9 K- `) c* d7 zGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
; U3 n0 T! {$ T- _/ J# B+ F' _plus 3.83%.
& M" f( i7 e" R2 T4 z& u( U2 jIf the Board of Directors does not declare a dividend, or any part thereof, on
- t9 W& }* U9 _: G3 L; \& \the Preferred Shares Series 18 on or before the dividend payment date for a8 \# s8 n- |2 Q, }
particular quarter, then the entitlement of the holders of the Preferred& x/ N( t } V: ?
Shares Series 18 to receive such dividend, or to any part thereof, for such% p% T! `0 \6 v! z6 I
quarter will be forever extinguished.+ J- ~5 Z( k( A& y, A$ \) s. e. @- l+ J
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the+ p5 q4 q; ]' Y! k7 e0 j; D# w( L
Superintendent and to the provisions described below under ‘‘Details of the
; p. @/ c7 U. v# D+ rOffering — Certain Provisions of the Preferred Shares Series 18 as a
I$ Y R$ Q; }0 N) bSeries — Restrictions on Dividends and Retirement of Shares’’, on! j6 j& n. I7 k' u4 \8 a
February 25, 2014 and on February 25 every five years thereafter, on not
, z2 c T2 H; fmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any7 {+ D0 K: v9 P) @: t; H
part of the then outstanding Preferred Shares Series 18, at the Bank’s option1 A$ I6 z( s2 _+ d0 s& X
without the consent of the holder, by the payment of an amount in cash for# t0 e) y9 z7 U. K
each such share so redeemed of $25.00 together with all declared and unpaid
' G+ p* b! n1 j1 m- Sdividends to the date fixed for redemption.$ J+ D: e/ ]0 n+ W) _. |
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic0 D5 v8 s4 \2 ]0 f* Y' h# M
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
& ]3 X& m9 S7 s6 j2 o; hthe right, at their option, to convert, on February 25, 2014 and on
' @* y, ]3 \* s3 g4 t' bS-4
1 F# P1 ?4 y5 N% WFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any z: k5 T. i" V" z8 R
or all of their Preferred Shares Series 18 into an equal number of Preferred6 X- `/ J# S8 Z8 r) z- l* B
Shares Series 19 upon giving to the Bank notice thereof not earlier than
% [% b# z9 b8 L30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day" m" q; z- h/ q6 W5 Q
preceding, a Series 18 Conversion Date.0 D& O2 u+ _5 ^' P# D' U
Automatic Conversion If the Bank determines, after having taken into account all shares tendered/ l/ C- h! P, t; M
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares8 P) n) X- V2 z6 A" o0 N3 \! N+ _
Series 19, as the case may be, that there would be outstanding on such
7 E9 }- o, {9 x0 e0 T, V$ USeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
# h# b7 w# |1 Asuch remaining number of Preferred Shares Series 18 will automatically be
+ L9 n3 T, i* e; w5 \2 s; w! F9 b4 Mconverted on such Series 18 Conversion Date into an equal number of' f2 ]& A+ G; A' h
Preferred Shares Series 19. Additionally, if the Bank determines that, after9 C- t9 F& ]/ h0 Y' a% |& j
conversion, there would be outstanding on such Series 18 Conversion Date
( h, w' r0 P7 O, J) \7 vless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
7 \$ ~0 Q# b5 I) Q3 cSeries 18 will be converted into Preferred Shares Series 19.$ L; ~) J$ m& \/ J
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 }1 x: M2 ?1 s, A3 a V4 _% @9 zSeries 18 will not be entitled as such to receive notice of, attend, or vote at,2 ?5 L, ^ b4 T( Q. g( P
any meeting of the shareholders of the Bank unless and until the first time at4 K" b" u( M# F5 O4 f; U5 K
which the Board of Directors has not declared the whole dividend on the
' k( S7 ^' N* SPreferred Shares Series 18 in any quarter. In that event, subject as
" _' y; [1 Q1 {5 Z/ chereinafter provided, the holders of Preferred Shares Series 18 will be
7 A9 `+ g1 C! C( N% }% m# k# Centitled to receive notice of, and to attend, meetings of shareholders at which, z6 i0 i; b7 ?: N, t; W% ?# }9 J
directors of the Bank are to be elected and will be entitled to one vote for
9 d! v0 m( b8 s% eeach Preferred Share Series 18 held. The voting rights of the holders of the+ o, H- u- z+ K2 n/ o, d
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of a J% l/ r6 r1 d' E b
the first dividend on the Preferred Shares Series 18 to which the holders are7 w' j2 t, h4 J; ] n5 ^0 w3 N
entitled thereunder subsequent to the time such voting rights first arose until
( \$ g% U7 \- Xsuch time as the Bank may again fail to declare the whole dividend on the/ F3 ^" C8 ]- ?9 S* Y8 a7 b4 ~/ n
Preferred Shares Series 18 in respect of any quarter, in which event such
# f4 d) c9 F4 b( G3 Ovoting rights will become effective again and so on from time to time.2 s5 r# _) m! |
Principal Characteristics of the Preferred Shares Series 19: P7 E' J/ x5 j! M- V' p
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive: W/ Y# v; i7 Y2 A) D9 Z g7 n$ ]( q
floating rate non-cumulative preferential cash dividends, as and when
' x9 V8 N/ i$ `( _2 d7 Fdeclared by the Board of Directors, subject to the provisions of the Bank Act,
& T N, S+ v$ U @9 K# npayable quarterly on the 25th day of February, May, August and November
! Q2 k" ~9 U8 w& vin each year, in the amount per share determined by multiplying the* T3 Q8 s/ }" Z8 |7 E
applicable Quarterly Floating Dividend Rate by $25.00.
" H! s1 f3 C+ ~$ E/ Y! v& L5 D9 z) }+ sOn the 30th day prior to the commencement of the initial quarterly dividend
% E! `% u) h6 }period beginning on February 25, 2014, and on the 30th day prior to the first
) L! h4 i6 i9 ]5 iday of each subsequent quarterly dividend period (the initial quarterly
( _: i- I4 w9 f6 _3 |dividend period and each subsequent quarterly dividend period is referred to+ g$ ^$ K/ I, V. h- L" M
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
0 N8 x& f& ]1 oQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
1 F9 X$ ~9 K0 ], D) Q5 VPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
1 a3 f3 o1 ]6 I/ n& T5 |T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
4 w4 w8 E, z [, Oelapsed in the applicable Quarterly Floating Rate Period divided by 365)
4 }. a& i" h$ T7 M& L, K. bdetermined on the 30th day prior to the first day of the applicable Quarterly1 y6 I$ A7 |$ Y& ]0 p, T* I' G' [
Floating Rate Period.
1 O6 F/ c& D( p6 R. L; c% L) G/ aS-57 v7 f1 L+ P8 v4 w. C/ O, b
If the Board of Directors does not declare a dividend, or any part thereof, on
+ J- b7 G1 O$ D( a3 uthe Preferred Shares Series 19 on or before the dividend payment date for a7 D h) F/ y+ j4 b6 I) G
particular quarter, then the entitlement of the holders of the Preferred
$ C4 H* m* p0 r; k: n6 n9 P! o3 @Shares Series 19 to receive such dividend, or to any part thereof, for such8 w/ Q3 \. n* e6 i! d; b- r* h
quarter will be forever extinguished.
% m8 v! }$ ^6 i4 ORedemption: Subject to the provisions of the Bank Act and to the prior consent of the
' Y% [2 l9 s; l0 ~% ySuperintendent and to the provisions described below under the heading9 z- i5 S1 E) Q/ k
‘‘Details of the Offering — Certain Provisions of the Preferred Shares5 ^2 ~% w, u( t% h/ F4 B
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,/ t: k% G% J6 w U
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all7 S8 b0 {9 T5 F8 K# [* f
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
; ?7 H; _$ A. {) V \option without the consent of the holder, by the payment of an amount in
& X1 [/ ^0 x$ W# l& R) k w) Hcash for each such share so redeemed of (i) $25.00 together with all declared2 ^7 A, F9 J1 o, ]' j
and unpaid dividends to the date fixed for redemption in the case of
4 @& A$ z( R3 l9 {& u. J' Dredemptions on February 25, 2019 and on February 25 every five years
& @3 a! J% m5 W' f% O0 l! N8 t) L ~thereafter, or (ii) $25.50 together with all declared and unpaid dividends to8 z( V# ^ X& U7 H" N0 q4 \
the date fixed for redemption in the case of redemptions on any other date/ y) [9 K4 q% X" L" T. V6 P4 ^
on or after February 25, 2014.
( P$ }& h" ~( |. l) |& }: E& s; \Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic0 ~. r0 N4 e( e$ u
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
1 Z# V. t5 x( \/ e4 }. Sthe right, at their option, to convert, on February 25, 2019 and on6 p. ~* @6 F9 _) Z
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any A, G4 S, h" T m. u8 G9 m
or all of their Preferred Shares Series 19 into an equal number of Preferred
3 [' M0 s, V! {Shares Series 18 upon giving to the Bank written notice thereof not earlier
5 J$ E; s2 g$ e' \7 B+ y1 kthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the/ t+ ?- _4 u+ d3 s3 |9 o
15th day preceding, a Series 19 Conversion Date.
( b8 X. ?7 _4 H# X8 OAutomatic Conversion If the Bank determines, after having taken into account all shares tendered$ i) u4 {) k r. K9 Q/ k
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
# M% d4 t6 T; X, ~* |Series 18, as the case may be, that there would be outstanding on such' F5 T6 G1 h( o5 I' j
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
$ M$ P6 s; n8 `such remaining number of Preferred Shares Series 19 will automatically be: P' g: l: P2 y9 C" C
converted on such Series 19 Conversion Date into an equal number of# Y H+ v3 J' T; t/ F
Preferred Shares Series 18. Additionally, if the Bank determines that, after, w: ~' c% X8 i; c& |( w
conversion, there would be outstanding on such Series 19 Conversion Date
- }2 D! P; b3 U! m2 |6 jless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares; B2 m5 x# T# Q' J6 @5 S* I; k: x) D
Series 19 will be converted into Preferred Shares Series 18.
" J$ P& J" H+ f! Q* i$ yVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
) v% ?7 x. Y ySeries 19 will not be entitled as such to receive notice of, attend, or vote at,
( n' O" Y+ i( e8 I! i K- Sany meeting of the shareholders of the Bank unless and until the first time at2 t, @0 r% ]* A8 s' x
which the Board of Directors has not declared the whole dividend on the" y% }" | Q$ [% H
Preferred Shares Series 19 in any quarter. In that event, subject as
# P7 Y1 g5 X7 nhereinafter provided, the holders of Preferred Shares Series 19 will be
3 Y3 C3 g% Z! S+ Zentitled to receive notice of, and to attend, meetings of shareholders at which
. V. W7 p1 F! H: f7 U3 L, [: v9 @3 idirectors of the Bank are to be elected and will be entitled to one vote for, V7 a* q3 T- s5 X( ~* W
each Preferred Share Series 19 held. The voting rights of the holders of the. e/ k# ^" e- e& K' }# M a
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
6 C! ~3 G( E. U3 Vthe first dividend on the Preferred Shares Series 19 to which the holders are- Y! C. z$ J: ]* o0 Z
entitled thereunder subsequent to the time such voting rights first arose until: b7 D* e- H8 f
such time as the Bank may again fail to declare the whole dividend on the
: f R! g% U& y7 B9 {3 C& FPreferred Shares Series 19 in respect of any quarter, in which event such7 U% c' t. U" H- |& P
voting rights will become effective again and so on from time to time.
. O9 h$ c( m8 r) y r% Z7 @* hS-6
" h+ K6 H' R1 g; l gPriority: The preferred shares of each series of the Bank will rank on a parity with
9 v: y- b s0 `every other series and are entitled to preference over the common shares of
+ N1 ]+ N8 ?4 Y3 jthe Bank and over any other shares of the Bank ranking junior to the' Q: X& e# O% I# t. E
preferred shares with respect to the payment of dividends and upon any/ E6 Y& @# \1 D1 O
distribution of assets in the event of the liquidation, dissolution or
, X. q2 o2 y# [ @9 S: g; D9 Twinding-up of the Bank.2 P/ b$ ]3 ~, r9 Q& m
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
" O: g& M* |' F0 ADividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares- o, G3 C6 T/ }6 v; Q' W& F7 B
Series 18 and Preferred Shares Series 19 will not be required to pay tax on9 w( v5 O! ^% n/ s
dividends received on such shares under Part IV.1 of such Act. |
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