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发表于 2008-11-29 16:58
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下面是BMO的:; i5 L" g, D: `8 x
SUMMARY OF THE OFFERING
( i7 N# I" w2 xThis 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’’. q( ]# z, o6 a
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18., S! _. x0 O" f( i6 ~
Amount: $150,000,000 (6,000,000 shares).
9 {0 e& t& d$ I' F7 qPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
8 z. v) z; U4 L% OPrincipal Characteristics of the Preferred Shares Series 18- N0 D) {5 a/ T! W2 }( ^
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
. D% b) ]( t+ ?9 h [7 d: Bnon-cumulative preferential cash dividends, as and when declared by the" Y- x& W' O# h! F
Board of Directors, subject to the provisions of the Bank Act, for the initial, w; t0 l' n8 B
period commencing on the closing date and ending on and including4 s0 X t- U1 U7 I `3 J
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the6 P, A& S# z" ]. I6 E! c
25th day of February, May, August and November in each year, at a rate% p: }5 W3 \5 {1 I$ `0 B
equal to $0.40625 per share. The initial dividend, if declared, will be payable" X$ w3 Z: H1 Y# u2 i7 q9 V
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
/ A Z- {; J7 m$ J1 zdate of December 11, 2008.
% J# t/ p2 m: ~2 @- H/ GFor each five-year period after the Initial Fixed Rate Period (each, a
5 ?2 Y" ^& d `% \7 H$ F+ ^) a‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
?6 c F1 ~& J6 Q. MSeries 18 will be entitled to receive fixed non-cumulative preferential cash2 X. o1 {; U/ i% H) A1 Q8 C
dividends, as and when declared by the Board of Directors, subject to the( Y2 g- {% U3 ~! q% S8 h7 D$ z, U. r
provisions of the Bank Act, payable quarterly on the 25th day of February,2 G& o4 l( O7 W1 Z. W2 M. z
May, August and November in each year, in the amount per share per annum
0 r r! A5 Q/ c" ?/ I7 Sdetermined by multiplying the Annual Fixed Dividend Rate applicable to0 C5 g7 y+ v( A4 d2 F! _' c" w+ x
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
- \0 W" |6 Z7 HRate for the ensuing Subsequent Fixed Rate Period will be determined by the
; o; V' q' d l9 n6 K& I6 W( qBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day! P/ J! S X2 m" }0 F! n" J
of such Subsequent Fixed Rate Period and will be equal to the sum of the& P4 i% e# M+ l5 p# I7 ^/ [0 H
Government of Canada Yield on the applicable Fixed Rate Calculation Date
/ G% V* M7 w$ S0 d- q: I6 aplus 3.83%.5 d) e: k; k1 I6 m# q. m
If the Board of Directors does not declare a dividend, or any part thereof, on8 k" b2 p& V& I: H+ ~! A
the Preferred Shares Series 18 on or before the dividend payment date for a. ]5 b' r4 I5 W9 P' U2 b. c' V+ R
particular quarter, then the entitlement of the holders of the Preferred' D6 x. y% R9 ^+ n9 d% [# B
Shares Series 18 to receive such dividend, or to any part thereof, for such0 j& G5 q+ }1 Y' S
quarter will be forever extinguished.
* g* E: W! Z' S' B: g# V' z/ c# n9 DRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
/ [3 b1 W/ l0 ESuperintendent and to the provisions described below under ‘‘Details of the
* y$ Q, Y, S' t2 c' xOffering — Certain Provisions of the Preferred Shares Series 18 as a8 t+ f6 [4 e1 o4 s& y
Series — Restrictions on Dividends and Retirement of Shares’’, on/ q: z- r! e; y
February 25, 2014 and on February 25 every five years thereafter, on not
$ ~" s S% d. p3 ]' Y: R3 t+ lmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any/ j' P% `0 [1 U5 _9 f; X, e
part of the then outstanding Preferred Shares Series 18, at the Bank’s option# Q' d- O0 p. d! B8 s& ]% G8 ^
without the consent of the holder, by the payment of an amount in cash for8 }( P+ B/ v2 X/ p
each such share so redeemed of $25.00 together with all declared and unpaid6 c, K0 o6 l! J- d
dividends to the date fixed for redemption.: I1 S9 w( U! G2 T
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic; M5 [) l: g# F( z& E
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
/ f7 k2 V1 N, ]2 W# ]7 T$ @the right, at their option, to convert, on February 25, 2014 and on2 r: ~$ _, l. E4 n# j" I/ B2 ?
S-4
8 ?! n! B: q! Y3 J0 O8 `February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any. d: L/ T9 P; o3 f
or all of their Preferred Shares Series 18 into an equal number of Preferred
. j! j' A* Z F7 nShares Series 19 upon giving to the Bank notice thereof not earlier than
, q( _; B' |* v7 y5 }30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day5 W/ ~0 J7 p4 Y- [: d
preceding, a Series 18 Conversion Date.
2 x* q! X- k4 lAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
9 U$ K# D8 b/ r% DProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares# o! j! O! i/ }
Series 19, as the case may be, that there would be outstanding on such3 T D8 X+ V$ I1 \) l' Q
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
5 p2 G" j% B* ?. |6 M1 \such remaining number of Preferred Shares Series 18 will automatically be
4 c* E( E6 J+ B' Cconverted on such Series 18 Conversion Date into an equal number of
8 d& J& L- b) s9 H rPreferred Shares Series 19. Additionally, if the Bank determines that, after
3 Z \$ X! V( w* Nconversion, there would be outstanding on such Series 18 Conversion Date. N! E/ ?/ p/ t' ]' U
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
; Z: a& ~4 W0 ~. s! g- C: y1 K0 Y, uSeries 18 will be converted into Preferred Shares Series 19.
7 |" m. Z1 R" HVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
* P! P) t) g3 w+ K4 RSeries 18 will not be entitled as such to receive notice of, attend, or vote at,( j0 q0 Y8 S" X& K$ T/ u" b# Y3 P
any meeting of the shareholders of the Bank unless and until the first time at
' G, i) Q r Y# l% m6 h. kwhich the Board of Directors has not declared the whole dividend on the
* \4 z7 D( l( @0 ^# e. iPreferred Shares Series 18 in any quarter. In that event, subject as0 ^3 Q; c' l5 N/ o$ O
hereinafter provided, the holders of Preferred Shares Series 18 will be1 p, ]- p( {& E4 E% h
entitled to receive notice of, and to attend, meetings of shareholders at which5 K" _% a$ K( q4 |; e
directors of the Bank are to be elected and will be entitled to one vote for1 Y( C; w9 |" d0 ~6 k3 Y( n
each Preferred Share Series 18 held. The voting rights of the holders of the
* L |( f' t# q& [Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
' j. Q+ t6 ~. k6 I2 Z2 nthe first dividend on the Preferred Shares Series 18 to which the holders are
" J! Y7 c% t0 [; C9 y4 Qentitled thereunder subsequent to the time such voting rights first arose until
0 O/ V% \# v. r8 U: R. ssuch time as the Bank may again fail to declare the whole dividend on the# [0 |" ?; |% t% C6 w* A% z
Preferred Shares Series 18 in respect of any quarter, in which event such4 }( `' v9 p2 ~
voting rights will become effective again and so on from time to time.
" m4 u# J0 z. k: \6 \5 KPrincipal Characteristics of the Preferred Shares Series 190 ?" D( R, B' d, o& d6 I
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
7 f! W+ A/ e$ @% s! Y; H6 b+ pfloating rate non-cumulative preferential cash dividends, as and when" P) s; p1 S9 K1 Q+ `5 B' h
declared by the Board of Directors, subject to the provisions of the Bank Act,
4 X0 c0 _( j: j+ W, p, c: Cpayable quarterly on the 25th day of February, May, August and November2 ^1 k+ c3 }, w% C9 N
in each year, in the amount per share determined by multiplying the
3 ]- I' R4 J/ b' ]* @3 iapplicable Quarterly Floating Dividend Rate by $25.00.6 o* a9 G% j# o6 F; w
On the 30th day prior to the commencement of the initial quarterly dividend
0 g4 k1 Z, m6 dperiod beginning on February 25, 2014, and on the 30th day prior to the first& p4 }2 ^4 ]2 u$ V$ s: \
day of each subsequent quarterly dividend period (the initial quarterly0 m2 \* L# _5 N6 O( `
dividend period and each subsequent quarterly dividend period is referred to* d |/ B# s2 w
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the3 l2 m9 T1 a- l a
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
9 T, f+ c% V# }7 v! w. o x2 {1 lPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
/ x3 c# O1 l4 k: |T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days* @& Z3 s3 F, T' ]
elapsed in the applicable Quarterly Floating Rate Period divided by 365)3 y* o) g# n8 T6 ?& w' t9 J2 y: ^
determined on the 30th day prior to the first day of the applicable Quarterly6 t- a% i* A' k* S* |5 x
Floating Rate Period.% f- A0 b! G+ X5 ^ ]7 ]
S-5' K, @9 e: D1 T2 O* s* {$ u7 `( o6 z
If the Board of Directors does not declare a dividend, or any part thereof, on# m) L' N( d. m
the Preferred Shares Series 19 on or before the dividend payment date for a
5 n8 O: P7 v, D0 e% I: R) iparticular quarter, then the entitlement of the holders of the Preferred
, `# {) T' X3 S. D i pShares Series 19 to receive such dividend, or to any part thereof, for such
/ C1 r/ M6 y" V5 i" q9 S- yquarter will be forever extinguished.1 K; c* K `) `3 E, }, V. V7 J! h
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the2 O! ~* \4 S8 r& b" ]9 G* I
Superintendent and to the provisions described below under the heading! G( b% ~) V6 l4 k3 Z; Z
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
. Y) y Q1 C+ B5 ?Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,; c$ B7 ]: ^/ m, b* `
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all; e+ u1 Y3 @5 y' B) O$ v; ~: X9 j
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s$ @( O' R W6 W4 q+ `4 Q- r1 J
option without the consent of the holder, by the payment of an amount in
; e* ?: o$ o# L. pcash for each such share so redeemed of (i) $25.00 together with all declared. B: M* x3 M# K$ e8 [1 A d5 p3 }8 E
and unpaid dividends to the date fixed for redemption in the case of. U; F, L$ X3 G/ V
redemptions on February 25, 2019 and on February 25 every five years' V1 t, g% y+ J! C; N( P' Q
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to/ B+ Z: T+ n3 Q. m8 `
the date fixed for redemption in the case of redemptions on any other date
/ P+ }* N- G. o! o/ T) b+ zon or after February 25, 2014.
- h0 b. R5 }5 w( Y% s& F- G u' DConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic- \* v( F* B# |& \6 z8 Y
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have% K' B" ^$ \! u/ c9 d9 n' S
the right, at their option, to convert, on February 25, 2019 and on8 }: @2 Z/ b/ {* w5 p
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any1 s* c0 H+ w- [7 E) _: B+ C( o
or all of their Preferred Shares Series 19 into an equal number of Preferred4 y* G) { E9 V
Shares Series 18 upon giving to the Bank written notice thereof not earlier2 e6 H9 N/ P) h, g2 v: v1 X& e2 ^& a
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
0 ]3 w" P! }4 e. H, Q15th day preceding, a Series 19 Conversion Date.; `" q3 X' v& M/ Q
Automatic Conversion If the Bank determines, after having taken into account all shares tendered4 J D0 B6 p2 L$ _1 c& ~
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
* V9 x& k# Z h/ f6 uSeries 18, as the case may be, that there would be outstanding on such
$ P- P3 r, H5 z' e& j# OSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
5 R( R$ x, m1 [: l3 [% L7 rsuch remaining number of Preferred Shares Series 19 will automatically be$ _ t7 A5 Z( ?. U" e; {7 u2 ^% l3 \
converted on such Series 19 Conversion Date into an equal number of
/ K0 e: ], R" Q" t2 \# ^5 ]7 c1 h" {: ]; APreferred Shares Series 18. Additionally, if the Bank determines that, after
|* K, }0 K. k8 R/ d& Vconversion, there would be outstanding on such Series 19 Conversion Date5 ?, Z0 {) V; Z
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares R. ? F! g. N5 F% [7 j- p
Series 19 will be converted into Preferred Shares Series 18.
, ^0 L3 b Y. T6 i9 [Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares, O9 G- J5 [" r# O/ b3 K
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
1 @6 \3 w5 ]7 ?/ Z% r( z* Tany meeting of the shareholders of the Bank unless and until the first time at
$ J! x. ]& h1 [1 N- Y- r+ i) Bwhich the Board of Directors has not declared the whole dividend on the
5 ?4 d, Z$ L. RPreferred Shares Series 19 in any quarter. In that event, subject as
) G+ ^* A/ Q) W* uhereinafter provided, the holders of Preferred Shares Series 19 will be
4 ]4 h# U+ n! i% o# t2 W6 w4 [entitled to receive notice of, and to attend, meetings of shareholders at which% Z, {5 P0 B6 I8 ]2 `, ]
directors of the Bank are to be elected and will be entitled to one vote for
( x# S8 |4 W) A) l$ M$ q" Jeach Preferred Share Series 19 held. The voting rights of the holders of the& K" H$ ~9 T* p9 B0 x" a
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of, x% n7 W- K$ D; V5 E
the first dividend on the Preferred Shares Series 19 to which the holders are
! W/ u' w* E5 `' H% W4 J2 n, Jentitled thereunder subsequent to the time such voting rights first arose until
/ |- j7 e% n0 _8 H; j" msuch time as the Bank may again fail to declare the whole dividend on the$ Z! B% {4 Z8 w# L
Preferred Shares Series 19 in respect of any quarter, in which event such5 _* i$ s6 l& e/ B2 @+ q
voting rights will become effective again and so on from time to time.
7 a9 j0 |5 x2 l( l2 {S-6
& ~0 P9 N( ?- R& E! h6 u) p# ]Priority: The preferred shares of each series of the Bank will rank on a parity with( b. V% n+ Y+ o# L* i& a3 u
every other series and are entitled to preference over the common shares of
8 a" }8 @4 D/ Sthe Bank and over any other shares of the Bank ranking junior to the8 {8 t: {/ S' l0 C& [
preferred shares with respect to the payment of dividends and upon any+ z+ O4 m7 Q6 w
distribution of assets in the event of the liquidation, dissolution or
+ o+ m( T) k4 o8 ~/ \9 j vwinding-up of the Bank.7 i) L9 R" c. h4 I. ], J+ n n
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under, u3 t2 {6 m0 u/ S
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
$ k! n4 s/ e" ]9 F& w& l, x7 l" rSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
* |1 R7 V N6 a, udividends received on such shares under Part IV.1 of such Act. |
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