 鲜花( 26)  鸡蛋( 0)
|

楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的:5 {5 L }; ~+ v% O: \
SUMMARY OF THE OFFERING6 e7 K* z) c3 i6 v+ d
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’’.
. R- A4 J+ k0 J: w$ `/ GIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
& k/ N$ ^% ~: k2 \ mAmount: $150,000,000 (6,000,000 shares).
4 Z9 s( i$ L- QPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
- M8 l* Y4 u: `6 r: ~Principal Characteristics of the Preferred Shares Series 18
. y# F, l! q$ v$ Y# |5 kDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed$ |; G- E' ~! {8 \5 q2 A8 ]
non-cumulative preferential cash dividends, as and when declared by the
" Q+ X4 W t; s4 c: [Board of Directors, subject to the provisions of the Bank Act, for the initial8 Z$ {+ G0 I$ }% }# R7 B4 p' a
period commencing on the closing date and ending on and including8 h( _. e" i' W
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
# t2 c$ W7 u- e- G% [: q6 z25th day of February, May, August and November in each year, at a rate
' V/ l1 F( z" [+ p2 M* \& |6 Lequal to $0.40625 per share. The initial dividend, if declared, will be payable8 b6 g6 m0 k9 S1 N
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing$ @ A4 f" V* s* m/ h) m, S0 Y
date of December 11, 2008.- ?2 P+ |4 K. B2 P M6 c. a
For each five-year period after the Initial Fixed Rate Period (each, a6 [4 d2 Q4 V* [* z
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
6 w+ G) ~1 ]1 _! VSeries 18 will be entitled to receive fixed non-cumulative preferential cash
% P; j/ k- }1 {5 bdividends, as and when declared by the Board of Directors, subject to the
' B" d! a2 b. V( P+ rprovisions of the Bank Act, payable quarterly on the 25th day of February,( E, L- |$ \# T6 I0 C! e
May, August and November in each year, in the amount per share per annum x! E+ J1 g% S6 k2 [/ `: ~/ ?! z! f
determined by multiplying the Annual Fixed Dividend Rate applicable to
* }1 k a8 r9 u: U: M7 i: Ssuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend& Y! n6 m' O+ q7 S* }
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
$ A" g, m' d6 g4 |/ [' hBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day- z' d1 Q1 c3 u
of such Subsequent Fixed Rate Period and will be equal to the sum of the' V7 R% p) U, p w2 x7 t, w5 B4 @
Government of Canada Yield on the applicable Fixed Rate Calculation Date: {; f4 L6 J+ n) h- x
plus 3.83%.
7 D" K" b) C/ P# P# }) d! JIf the Board of Directors does not declare a dividend, or any part thereof, on
4 [% H h$ y& P T- \) E: K3 y* R o1 ?the Preferred Shares Series 18 on or before the dividend payment date for a
+ ^. J* [* Y _- P! zparticular quarter, then the entitlement of the holders of the Preferred- |0 x" ]; g' ?+ }) k2 j
Shares Series 18 to receive such dividend, or to any part thereof, for such( w8 t5 x9 \, G! ~; ?( q, |
quarter will be forever extinguished.
0 ]& {* u$ g: p$ YRedemption: Subject to the provisions of the Bank Act and to the prior consent of the( K' ^. C/ \9 m# B, I/ r
Superintendent and to the provisions described below under ‘‘Details of the
+ Y. W# H# o K9 dOffering — Certain Provisions of the Preferred Shares Series 18 as a% g& ^0 E1 F2 O3 G/ S, b) l
Series — Restrictions on Dividends and Retirement of Shares’’, on' K3 B/ W0 R' l, G' Z
February 25, 2014 and on February 25 every five years thereafter, on not% D+ H m* }0 S$ w& {" x/ I
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any6 N. L0 y) N/ l
part of the then outstanding Preferred Shares Series 18, at the Bank’s option! l, t9 t; i# s0 O
without the consent of the holder, by the payment of an amount in cash for6 k r' i! n4 ]; n
each such share so redeemed of $25.00 together with all declared and unpaid: J" H9 q0 G/ ^' }8 @, E7 Y
dividends to the date fixed for redemption.# W4 \& Z, P/ v: n; v& ?
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic' z' d4 S" R8 h: V
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
% C" H4 X5 d6 P, X. l/ F+ r* fthe right, at their option, to convert, on February 25, 2014 and on
0 Z+ L( B$ Y h% @& a' \1 xS-4; s l% J% @: Y9 n. U
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
: x: y1 u& j% m# c$ Aor all of their Preferred Shares Series 18 into an equal number of Preferred
, f$ k% \6 r6 i1 q! F4 m" ~# {Shares Series 19 upon giving to the Bank notice thereof not earlier than
/ |/ p- d! m0 b2 x4 y5 _3 v# m30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day C4 G1 B: l0 t$ w1 J
preceding, a Series 18 Conversion Date.: Q" P: U) W+ W5 c
Automatic Conversion If the Bank determines, after having taken into account all shares tendered9 M) O9 b, L c+ c+ H2 d
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares5 o. k- q/ f/ @- p+ X2 m) T* b$ N
Series 19, as the case may be, that there would be outstanding on such, p; ^3 `+ j" w: O
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,, F* p% p/ @- a
such remaining number of Preferred Shares Series 18 will automatically be$ |. [) f1 x+ m3 ]2 a0 N8 c
converted on such Series 18 Conversion Date into an equal number of* ~' {9 U( J8 \: X F% n0 u; T- f! C
Preferred Shares Series 19. Additionally, if the Bank determines that, after
% @' `$ ~: s7 Z1 K z' v nconversion, there would be outstanding on such Series 18 Conversion Date8 H/ `. [, {" [5 U. C% r
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares5 v4 [, c- e" f+ _
Series 18 will be converted into Preferred Shares Series 19.4 r/ u& A& x/ ^+ h
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
8 ~: ?! F* ]5 L4 D0 Z) c' I. `Series 18 will not be entitled as such to receive notice of, attend, or vote at,
( V8 S2 e% |/ B6 o( ~any meeting of the shareholders of the Bank unless and until the first time at, d" ~' e2 ]9 H$ b/ p( f9 Y' I
which the Board of Directors has not declared the whole dividend on the
7 j1 t8 b' H6 u/ O& gPreferred Shares Series 18 in any quarter. In that event, subject as
6 E: J( l7 J& A/ R& |: A v8 qhereinafter provided, the holders of Preferred Shares Series 18 will be
- o8 t( B$ T% q' [% Qentitled to receive notice of, and to attend, meetings of shareholders at which* R' n5 E# Z) R3 ]
directors of the Bank are to be elected and will be entitled to one vote for
% N' _$ p2 S6 a" v! ], o( U0 seach Preferred Share Series 18 held. The voting rights of the holders of the
. e ~+ U. Y7 ^& `" E7 pPreferred Shares Series 18 will forthwith cease upon payment by the Bank of `. S2 A& k1 B
the first dividend on the Preferred Shares Series 18 to which the holders are
( m M: ^! j$ s( Gentitled thereunder subsequent to the time such voting rights first arose until
4 h! m8 G: [( {) Ssuch time as the Bank may again fail to declare the whole dividend on the
' I6 A% K5 Z/ m2 a J1 \Preferred Shares Series 18 in respect of any quarter, in which event such8 r, l, q, g. H9 V d3 R
voting rights will become effective again and so on from time to time.( _5 P2 H6 |* M2 u& h0 a) B! B. r
Principal Characteristics of the Preferred Shares Series 19
" T; I" s' b+ ^Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive5 R5 n! b9 X! N L8 z* P4 E
floating rate non-cumulative preferential cash dividends, as and when7 p+ [3 |6 s& N' m# z( s
declared by the Board of Directors, subject to the provisions of the Bank Act,
1 g Z+ x1 A& |' n6 s6 _payable quarterly on the 25th day of February, May, August and November
# o0 ?4 s& }' I& R3 c' @6 D2 Jin each year, in the amount per share determined by multiplying the2 T; p- ~# U S+ c' w0 I
applicable Quarterly Floating Dividend Rate by $25.00.. I' A8 u$ O6 n( x% n, y
On the 30th day prior to the commencement of the initial quarterly dividend7 F) S1 f H) g
period beginning on February 25, 2014, and on the 30th day prior to the first
. Z: E- g8 c) C" N: qday of each subsequent quarterly dividend period (the initial quarterly
1 [% Z. k5 g ?( q) r! L( j' Udividend period and each subsequent quarterly dividend period is referred to8 Z0 c. Z) h0 r& V+ z! \2 a) s
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
9 v: `4 K6 M- ?Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate4 d/ X/ X( C5 P# C8 y- {8 I
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
- M7 G0 x L- x# e1 }" kT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days* c# T& t4 S4 h. n
elapsed in the applicable Quarterly Floating Rate Period divided by 365)7 ?2 F5 U' V V( |+ o" R
determined on the 30th day prior to the first day of the applicable Quarterly' y4 n& U4 [' ?; a1 L z/ R
Floating Rate Period.' U- V' n: e: q8 W1 `
S-5
% s( P* E2 r3 q; K5 jIf the Board of Directors does not declare a dividend, or any part thereof, on, w* ~$ N# V. ]' K0 M6 a
the Preferred Shares Series 19 on or before the dividend payment date for a M% ?3 O+ d" O1 b' A
particular quarter, then the entitlement of the holders of the Preferred* e' ~; v- ]' B; z4 E6 U" h7 K! \
Shares Series 19 to receive such dividend, or to any part thereof, for such5 L" O; B2 O: r5 N
quarter will be forever extinguished.; ^9 W6 T" d& g1 s
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
5 W! i6 A* D2 Z4 [Superintendent and to the provisions described below under the heading
' y7 G9 c- ~% I! }‘‘Details of the Offering — Certain Provisions of the Preferred Shares
, b) g2 p7 B9 jSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
1 i: L- U1 S: l/ c9 J3 {4 `on not more than 60 nor less than 30 days’ notice, the Bank may redeem all5 t0 W" }4 K6 a) Y! D! W5 J
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
5 y1 {9 k* i v8 L9 B3 foption without the consent of the holder, by the payment of an amount in
' B1 F) _, B3 c4 S: c! C! j7 f2 ~cash for each such share so redeemed of (i) $25.00 together with all declared
1 s# a0 f* z H8 k a! Zand unpaid dividends to the date fixed for redemption in the case of. k4 }: d; T0 i$ _8 Q
redemptions on February 25, 2019 and on February 25 every five years, R3 Q6 V" U/ C5 R5 `: s9 L9 E/ m5 V
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to4 p9 D6 m# m- W7 {# d7 j% u
the date fixed for redemption in the case of redemptions on any other date- i; P5 T' ?3 l+ U8 {; y: y. Y
on or after February 25, 2014.0 p& R2 {! M8 E0 e
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic, A" }9 M8 O; w/ P% n2 g
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have* b# q& e7 T; U* P( I5 @) o( \% g
the right, at their option, to convert, on February 25, 2019 and on
0 }5 j( B6 c, ^February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
. Q6 u3 c, ~( r- G9 F. wor all of their Preferred Shares Series 19 into an equal number of Preferred9 z4 x! ]# x1 E9 S# r: X/ L
Shares Series 18 upon giving to the Bank written notice thereof not earlier
# L% v) P Y& x$ Y. @# Vthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the4 F6 H- ~& w+ I, i% l3 ^
15th day preceding, a Series 19 Conversion Date.- k7 U- r [$ t; R
Automatic Conversion If the Bank determines, after having taken into account all shares tendered0 w- h. O) F/ B' T6 {1 v( S% y5 U
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
2 |, V3 _5 ~- X) `& t/ fSeries 18, as the case may be, that there would be outstanding on such" U$ D) Q; R/ X
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
3 X: R+ y7 r* w$ T* S# Psuch remaining number of Preferred Shares Series 19 will automatically be' b3 V7 _; @( Y: J8 c4 S! J8 V- f% f8 }! w
converted on such Series 19 Conversion Date into an equal number of
4 X4 B, T+ ]2 R* g3 APreferred Shares Series 18. Additionally, if the Bank determines that, after
* D& U) ^" e0 |- {; [conversion, there would be outstanding on such Series 19 Conversion Date
4 k7 M B+ o) w6 G- w& h: K3 Jless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
1 k) t: s. P# ^3 h! n( |Series 19 will be converted into Preferred Shares Series 18.# \; F% w3 A$ M9 D b1 O$ b8 `0 W
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( s- R, J7 }- G! m$ b" m
Series 19 will not be entitled as such to receive notice of, attend, or vote at,3 F" j: x5 m# Q+ b% `
any meeting of the shareholders of the Bank unless and until the first time at( n: N: P0 a3 _* M/ V8 A+ g
which the Board of Directors has not declared the whole dividend on the& R `9 G @, }: \( i
Preferred Shares Series 19 in any quarter. In that event, subject as7 p& a1 \/ G/ a7 O- _
hereinafter provided, the holders of Preferred Shares Series 19 will be, ]3 }1 }' R6 g6 j5 u
entitled to receive notice of, and to attend, meetings of shareholders at which
0 h/ w# X2 M5 x$ I/ rdirectors of the Bank are to be elected and will be entitled to one vote for) F0 ]" J5 c/ B( A
each Preferred Share Series 19 held. The voting rights of the holders of the
1 x% u) Y8 Y4 z6 s% PPreferred Shares Series 19 will forthwith cease upon payment by the Bank of% Y# f) v" L/ d9 ^
the first dividend on the Preferred Shares Series 19 to which the holders are! N! z* f( n( R8 {- O
entitled thereunder subsequent to the time such voting rights first arose until O$ \+ S6 x. @( K7 X
such time as the Bank may again fail to declare the whole dividend on the0 G y4 G5 u" C9 B9 D0 C) }+ l
Preferred Shares Series 19 in respect of any quarter, in which event such
. w! j' i% E: N3 j& B4 i7 @8 Dvoting rights will become effective again and so on from time to time.+ V5 @ n* J& C
S-6
. k1 b, }5 U+ Z. GPriority: The preferred shares of each series of the Bank will rank on a parity with# a$ \* Z5 C8 b: G9 ?7 }( q
every other series and are entitled to preference over the common shares of
% {8 A: D: h5 c% Z2 ^3 k1 q; F8 \the Bank and over any other shares of the Bank ranking junior to the
! I+ ?' P- L; u. W. m/ O/ j4 E$ opreferred shares with respect to the payment of dividends and upon any9 b) U2 s* N" c! r4 t
distribution of assets in the event of the liquidation, dissolution or( X7 u7 E, m5 d" F1 g! K
winding-up of the Bank.
( o$ s- [6 k- S( V R& dTax on Preferred Share The Bank will elect, in the manner and within the time provided under
9 x* q( Q( Q% Y" C' PDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares2 w1 N- Q4 |3 s' H! D2 E
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
7 {% Z3 k' _ z5 W. S/ Qdividends received on such shares under Part IV.1 of such Act. |
|