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发表于 2008-11-29 16:58
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下面是BMO的:' Z. x$ P* Z6 T- z2 K
SUMMARY OF THE OFFERING
/ D" j4 G) d4 Z4 P/ {9 s) OThis 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 R. ]5 }3 V TIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
# u9 J" Q; A7 n5 @Amount: $150,000,000 (6,000,000 shares).
9 l1 ?1 E" h1 K! VPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
$ N- Y3 H) ` Q& W( {Principal Characteristics of the Preferred Shares Series 18
/ A- V) `* G7 [" M( {6 T6 ^* CDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
9 M$ \3 g0 b7 l; G4 snon-cumulative preferential cash dividends, as and when declared by the9 Q, N5 V4 [; [4 L; d' }
Board of Directors, subject to the provisions of the Bank Act, for the initial
Z& A' O, d, U# Eperiod commencing on the closing date and ending on and including1 f- m" k9 K* {, K% v4 S
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
9 f: @8 O1 z2 W# l) ^25th day of February, May, August and November in each year, at a rate
8 N: G- t1 P' x- a! `* [6 gequal to $0.40625 per share. The initial dividend, if declared, will be payable* v% k* ]4 `$ p
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
; e3 {- }2 b9 }! P( e, o$ Gdate of December 11, 2008.* i2 `9 g2 E* |) u- s- V' [
For each five-year period after the Initial Fixed Rate Period (each, a
+ y8 n' a9 H+ Z3 _‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares+ F9 {8 f ?& U& l% F. `
Series 18 will be entitled to receive fixed non-cumulative preferential cash
9 U5 X- z# h* q' sdividends, as and when declared by the Board of Directors, subject to the( M; E( J) G5 K4 M# a- ?
provisions of the Bank Act, payable quarterly on the 25th day of February,
. C6 u5 _9 g) v% WMay, August and November in each year, in the amount per share per annum1 l- Q% _0 w9 S5 k1 d: u1 A. ?
determined by multiplying the Annual Fixed Dividend Rate applicable to% o( n8 @8 h9 S- W A0 i" P. ^. ?
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
9 h2 g& D8 Q+ D, e) ZRate for the ensuing Subsequent Fixed Rate Period will be determined by the
$ ~8 n/ l/ f4 k: h+ |Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
5 ?1 z" ^0 `+ l5 bof such Subsequent Fixed Rate Period and will be equal to the sum of the* q$ ]8 ~7 I6 R
Government of Canada Yield on the applicable Fixed Rate Calculation Date \$ c9 T' }* h1 U0 o4 U
plus 3.83%.
- t4 _) z' |+ ^) e% [If the Board of Directors does not declare a dividend, or any part thereof, on
8 u/ [ i- u5 X! F' rthe Preferred Shares Series 18 on or before the dividend payment date for a
: Q8 n i$ K5 e6 c# e# L7 Oparticular quarter, then the entitlement of the holders of the Preferred0 R5 _) ]4 L/ P( [5 I
Shares Series 18 to receive such dividend, or to any part thereof, for such7 f/ {" h+ x; P0 i& D3 `" W
quarter will be forever extinguished.
- Q4 Q+ ]- s% ` ]Redemption: Subject to the provisions of the Bank Act and to the prior consent of the" K1 l& q$ ^4 H. ~1 U
Superintendent and to the provisions described below under ‘‘Details of the# T1 l* ]1 R( N0 r" q: T& I7 m
Offering — Certain Provisions of the Preferred Shares Series 18 as a
" t9 H; |+ S$ K0 [, mSeries — Restrictions on Dividends and Retirement of Shares’’, on
" k: H& q. J- ?7 U3 PFebruary 25, 2014 and on February 25 every five years thereafter, on not3 N4 m3 Y& V% P$ |
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
0 V) @+ i0 W, J2 Zpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
; \8 @8 Z6 b! Y/ V5 v- [! x% A2 Xwithout the consent of the holder, by the payment of an amount in cash for
" b7 K, ?4 ^3 `8 f. i. heach such share so redeemed of $25.00 together with all declared and unpaid. z. u" |$ `; ~( Z
dividends to the date fixed for redemption. ^# a5 D) V9 |
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
! x0 r( r- Q$ R# jShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
: B0 X9 R4 ?$ t* lthe right, at their option, to convert, on February 25, 2014 and on" }7 M$ a, |' v! c2 s
S-4; C* K. P* B, X$ e8 z( ^( p. l
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
8 F$ M8 @; {4 Sor all of their Preferred Shares Series 18 into an equal number of Preferred
: l$ a: a6 M! uShares Series 19 upon giving to the Bank notice thereof not earlier than
( r: }/ {6 r N) j. b30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day2 q, j, x; a( s( m- ~) G4 R: S# c
preceding, a Series 18 Conversion Date.) Z$ T' n" ^! Z" D9 x
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
3 ~, F3 Q( P' W! o# M* W) U6 BProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares2 z; h6 {. R+ {
Series 19, as the case may be, that there would be outstanding on such
$ K5 O; ^$ K, C Z; L. sSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
1 n6 z, }5 {4 qsuch remaining number of Preferred Shares Series 18 will automatically be9 f4 H4 u: Y* w9 K2 H% V4 r% F
converted on such Series 18 Conversion Date into an equal number of
9 T8 L) B# }' m K0 W$ xPreferred Shares Series 19. Additionally, if the Bank determines that, after
( [5 P* a' @; X7 r( econversion, there would be outstanding on such Series 18 Conversion Date
& [/ \$ @! C- E# @% Fless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares" R5 P; `3 q1 B; ^; Y& T
Series 18 will be converted into Preferred Shares Series 19.2 x e- w$ U4 V, v+ [8 O: n+ j$ B! ~
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
( @* L1 E6 W( O5 U3 H$ XSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
) F8 z& Y$ e; X2 M& kany meeting of the shareholders of the Bank unless and until the first time at
0 x/ t- s$ W. o) r1 Q. [8 v1 W# Hwhich the Board of Directors has not declared the whole dividend on the
, d" p! I# g. y' T* GPreferred Shares Series 18 in any quarter. In that event, subject as5 M, q5 h# h7 L6 P R) l
hereinafter provided, the holders of Preferred Shares Series 18 will be
5 M7 M, _( q6 h5 ientitled to receive notice of, and to attend, meetings of shareholders at which
) M u! J/ M( o9 j5 [/ r: o. p" cdirectors of the Bank are to be elected and will be entitled to one vote for
- r% f, J/ M" Y6 yeach Preferred Share Series 18 held. The voting rights of the holders of the! q9 ]4 L7 T% m( l- ?: A
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
5 k2 i3 |; w& e5 U! _. q, q* ~the first dividend on the Preferred Shares Series 18 to which the holders are
. M3 O7 r9 `2 @entitled thereunder subsequent to the time such voting rights first arose until
* ]# P1 r6 p1 G+ [such time as the Bank may again fail to declare the whole dividend on the" R! g8 o( O" N
Preferred Shares Series 18 in respect of any quarter, in which event such
* |, W1 G' _( d9 i9 p4 S$ zvoting rights will become effective again and so on from time to time.
) }$ C- @5 T3 PPrincipal Characteristics of the Preferred Shares Series 195 G- X1 v' F! b0 {. J5 ~
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive5 ~: L# N6 ~$ x3 @7 o
floating rate non-cumulative preferential cash dividends, as and when5 D1 c! M# l4 ?' A# }/ \5 E) k
declared by the Board of Directors, subject to the provisions of the Bank Act,9 a+ `& C0 C' `# q8 u
payable quarterly on the 25th day of February, May, August and November* `2 v+ L v3 E6 f" n; h5 X
in each year, in the amount per share determined by multiplying the: C1 N4 h) M- O, q
applicable Quarterly Floating Dividend Rate by $25.00.) m: I5 s9 { s8 C: J) v& d" J
On the 30th day prior to the commencement of the initial quarterly dividend
4 Q* n! W3 n$ B3 B- t$ `; X$ Eperiod beginning on February 25, 2014, and on the 30th day prior to the first
: b( C& |( O* V4 nday of each subsequent quarterly dividend period (the initial quarterly
* w/ K% l& `4 G+ W% e! Ddividend period and each subsequent quarterly dividend period is referred to; t1 a4 U7 y9 P
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the! H9 M) L2 s0 `! }4 K
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
/ m! e6 b j8 K, `Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
9 ?% k# _/ O, k6 R1 V0 pT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days L& H! b( w5 E
elapsed in the applicable Quarterly Floating Rate Period divided by 365)* [) W& P! m6 c+ c) C. |" R, o- ?
determined on the 30th day prior to the first day of the applicable Quarterly" V N6 E& I z5 w2 s8 U0 @9 d' i
Floating Rate Period.$ l' \; m; x+ x& e) P
S-58 m- n8 s2 L8 ?. l
If the Board of Directors does not declare a dividend, or any part thereof, on
9 x/ t5 i9 G. |6 k3 u3 p& e& O4 Zthe Preferred Shares Series 19 on or before the dividend payment date for a
9 h* _: @, T' P3 Y( g4 kparticular quarter, then the entitlement of the holders of the Preferred
5 q# j: b) o# z5 m5 Z) ]: KShares Series 19 to receive such dividend, or to any part thereof, for such4 T3 y0 V3 e: |- F
quarter will be forever extinguished.
7 R! Q; A+ D( E4 eRedemption: Subject to the provisions of the Bank Act and to the prior consent of the2 ~* _9 ~) p# w; w
Superintendent and to the provisions described below under the heading
/ M, C% U# Z2 s+ z/ q‘‘Details of the Offering — Certain Provisions of the Preferred Shares! E- P. D5 J' v6 T+ J
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
0 T0 m) i6 Q8 ?2 I [: f# m8 O" @2 fon not more than 60 nor less than 30 days’ notice, the Bank may redeem all# ?' k; [" i, `6 i4 _% [# H( }
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s6 l. L+ q5 |* x- h
option without the consent of the holder, by the payment of an amount in4 k# w- M9 F$ b
cash for each such share so redeemed of (i) $25.00 together with all declared
7 k3 t$ q* }3 U( d4 p& Kand unpaid dividends to the date fixed for redemption in the case of% Q6 Z h9 j( G2 ^; J
redemptions on February 25, 2019 and on February 25 every five years1 M. Q# {" n( H2 Q
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
: s# m4 E, r' _+ t) athe date fixed for redemption in the case of redemptions on any other date' t' Y8 Z7 A3 n' p$ Q0 k
on or after February 25, 2014.
* i" x, r; o# ], J3 WConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic2 z) _( s" y" d5 E5 g3 P' M5 E
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have9 B$ K1 ?, j. Z! v2 }
the right, at their option, to convert, on February 25, 2019 and on
+ o( H$ \4 q. t$ \& UFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any, W- w& A. g# l% i, H/ F
or all of their Preferred Shares Series 19 into an equal number of Preferred0 a# \, E8 W* c+ F6 l/ `
Shares Series 18 upon giving to the Bank written notice thereof not earlier
; A! d; X3 x/ f! ^than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
2 S# q' a/ {' C0 E6 i+ \$ f15th day preceding, a Series 19 Conversion Date.
: r0 d" Z, C, gAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
2 j$ O: v* F6 `6 k4 AProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
! C* _% D; W' E3 v& jSeries 18, as the case may be, that there would be outstanding on such
% G- R) [+ N' i y" K3 b6 oSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,% Y) B9 T7 O- ~9 q# }- c( ?2 e$ @
such remaining number of Preferred Shares Series 19 will automatically be
! G" w& s7 t; E9 i( L6 b/ Zconverted on such Series 19 Conversion Date into an equal number of+ F$ T m$ V$ Y9 n4 @7 V
Preferred Shares Series 18. Additionally, if the Bank determines that, after" R; m3 I! j0 U6 n/ Y* J
conversion, there would be outstanding on such Series 19 Conversion Date
% h; p* V4 j" w4 Mless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares6 [2 K4 ~6 R% z& E# l2 a+ _- r6 X5 ]
Series 19 will be converted into Preferred Shares Series 18.3 O" @ w. ^! }5 u. n$ i9 J
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares+ D; W0 O, u( C
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
+ ^% t+ a I0 h# gany meeting of the shareholders of the Bank unless and until the first time at6 y- w" h- h* {( C+ V7 G# i; W4 f
which the Board of Directors has not declared the whole dividend on the) u- ` S; M- {6 H$ t/ ^# }
Preferred Shares Series 19 in any quarter. In that event, subject as
. a3 T5 a7 C$ W# P/ A8 Y9 Ohereinafter provided, the holders of Preferred Shares Series 19 will be
0 ~( @+ V! V/ w4 I) Uentitled to receive notice of, and to attend, meetings of shareholders at which
- z2 ^3 W; r& T# T: m5 Ldirectors of the Bank are to be elected and will be entitled to one vote for+ |+ j( x% M$ N
each Preferred Share Series 19 held. The voting rights of the holders of the
4 r; u, v- ]- n# A0 yPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
" m+ Z3 k9 V; Y7 K$ ^5 r ~9 athe first dividend on the Preferred Shares Series 19 to which the holders are
6 U/ E1 E# k# o9 @7 {entitled thereunder subsequent to the time such voting rights first arose until" _ Q$ ~5 p; b* J9 I
such time as the Bank may again fail to declare the whole dividend on the: ]0 B9 y' Z$ K$ U" D, {
Preferred Shares Series 19 in respect of any quarter, in which event such, Q6 l* R8 b& ?6 S3 K* q
voting rights will become effective again and so on from time to time.6 p6 Y% y- f" c Y9 g, p1 i
S-69 V$ P0 Y, U. K$ e9 Z; q
Priority: The preferred shares of each series of the Bank will rank on a parity with' m/ Q, x4 i' }- C# m" `5 X
every other series and are entitled to preference over the common shares of: N- L* f1 o! r0 v
the Bank and over any other shares of the Bank ranking junior to the
) V' d! Q4 t, P) i. M- Tpreferred shares with respect to the payment of dividends and upon any
) ~: P1 D' @. u$ D( S8 adistribution of assets in the event of the liquidation, dissolution or
8 [ d+ s1 }3 G b/ c+ u7 twinding-up of the Bank.
% Z' I0 l& f' o* F6 `7 Q7 nTax on Preferred Share The Bank will elect, in the manner and within the time provided under
5 f: l2 x( E# |) V9 cDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares2 s+ s! p+ I# \+ T+ ]8 \/ c
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
6 b |. y( {* j7 f) R7 d8 vdividends received on such shares under Part IV.1 of such Act. |
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