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发表于 2008-11-29 16:58
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下面是BMO的:# _. w1 b) H" z: H# z
SUMMARY OF THE OFFERING D' A& M; t, i# G% I. g) @
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’’.
1 k+ Z! a& |6 l! IIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.5 u3 p) A, [0 f
Amount: $150,000,000 (6,000,000 shares).
3 Q$ H r `1 B- BPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
+ U* Z3 _1 W+ zPrincipal Characteristics of the Preferred Shares Series 18
$ g" R/ X$ i7 eDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed" W c! S) b N" {) ~ R
non-cumulative preferential cash dividends, as and when declared by the
' U% K. \& I8 K- s* H6 L" ]Board of Directors, subject to the provisions of the Bank Act, for the initial
1 k! H9 Q5 E+ T- G+ _$ operiod commencing on the closing date and ending on and including
) d( l5 C( a5 m0 @' Z6 @February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
$ S; `& S! n! @0 E" Q3 l" S25th day of February, May, August and November in each year, at a rate
0 T4 y' Z |# Kequal to $0.40625 per share. The initial dividend, if declared, will be payable/ l$ t; h0 x4 g2 t" m
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing, L# X6 a+ T. p7 ~4 q
date of December 11, 2008.
) v8 t W o0 p3 |0 r, t* H5 KFor each five-year period after the Initial Fixed Rate Period (each, a
; C3 s! t% ` V‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares1 y( R* Z: ^4 o2 [
Series 18 will be entitled to receive fixed non-cumulative preferential cash
$ O3 m( F4 X- u0 o1 A) hdividends, as and when declared by the Board of Directors, subject to the
4 u5 Q6 N) X" f. [( J* J, k' `provisions of the Bank Act, payable quarterly on the 25th day of February,' A F+ P, T" t; ?
May, August and November in each year, in the amount per share per annum! i* c) s1 _/ W- q
determined by multiplying the Annual Fixed Dividend Rate applicable to( A4 l f5 N; ]0 A+ ?! Z
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
" Y6 r' s3 C! j& Z2 {2 Q* X2 _Rate for the ensuing Subsequent Fixed Rate Period will be determined by the- A5 W& P- R6 Z2 a0 V W1 `) v9 t
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day" j6 B8 |8 L1 a/ Y
of such Subsequent Fixed Rate Period and will be equal to the sum of the7 M) F' X( ]; _( F
Government of Canada Yield on the applicable Fixed Rate Calculation Date! T4 m4 W Z) Q! U" l
plus 3.83%.
- Z8 T. I) H' D. W$ @1 _If the Board of Directors does not declare a dividend, or any part thereof, on
! J, Y( m5 a( `4 {7 F3 o9 P* h+ ?- kthe Preferred Shares Series 18 on or before the dividend payment date for a
' n; P* |# u+ }/ O c: \8 Qparticular quarter, then the entitlement of the holders of the Preferred+ c9 \# s1 i6 t+ C% [0 I
Shares Series 18 to receive such dividend, or to any part thereof, for such. O2 V" p, V7 O
quarter will be forever extinguished.0 a8 l( V j5 J5 F- p) p
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the1 Y9 _9 k7 z2 c9 I; Q! T" Z0 I
Superintendent and to the provisions described below under ‘‘Details of the8 b- K) X3 g! g: c
Offering — Certain Provisions of the Preferred Shares Series 18 as a1 T$ r% z2 J6 w! E: L" b( Z" Y/ E
Series — Restrictions on Dividends and Retirement of Shares’’, on
% L, F$ l" V+ `# J: }February 25, 2014 and on February 25 every five years thereafter, on not
+ T$ u' p& b# e$ C% E. X7 umore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
8 K% X7 s4 s: \. j; p9 Xpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
/ d4 k# d$ ?( _' v% g, v6 gwithout the consent of the holder, by the payment of an amount in cash for' w. b. f" o1 r9 e: G$ r
each such share so redeemed of $25.00 together with all declared and unpaid
1 `. d7 o/ k# _, ^- {4 _$ _1 X pdividends to the date fixed for redemption.$ Q1 w. X) P$ w$ h; z, }
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic h7 h% t: {: u3 P% l( G8 d
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have( H- O! t- H7 s( J7 z$ Z7 i
the right, at their option, to convert, on February 25, 2014 and on
% I" R+ y3 _: L0 mS-4# M5 m! f3 P E V4 B; J
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any& ]5 Z2 P7 s$ P% @) Z* h& S
or all of their Preferred Shares Series 18 into an equal number of Preferred. @. E! V) _6 Q# X# U* d" e9 V+ _
Shares Series 19 upon giving to the Bank notice thereof not earlier than
- h S* ^* P* a. R( k30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day* I7 C0 |. t$ t# q0 j/ P8 n/ g
preceding, a Series 18 Conversion Date.
8 u0 R' N; @/ S! iAutomatic Conversion If the Bank determines, after having taken into account all shares tendered( A, B. M- Q' n( T. p7 S
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares5 w+ f, X5 M9 y) h3 E" V
Series 19, as the case may be, that there would be outstanding on such
: ?8 L% f4 Q7 D' KSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,4 A$ i( h6 q9 {2 d- e( Y) I
such remaining number of Preferred Shares Series 18 will automatically be7 W+ \9 d2 h; O+ W/ [6 r
converted on such Series 18 Conversion Date into an equal number of, ^4 [0 U4 I/ `6 B
Preferred Shares Series 19. Additionally, if the Bank determines that, after. K/ L4 \2 @8 A' k ~
conversion, there would be outstanding on such Series 18 Conversion Date
5 e% g3 }! f9 F$ j: [' wless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
4 n2 I) W# Z8 V1 DSeries 18 will be converted into Preferred Shares Series 19.+ {$ U( J1 x" h& @" l5 L# I# @
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# G( l) {8 U: K2 pSeries 18 will not be entitled as such to receive notice of, attend, or vote at,4 U* _& U7 K9 ?/ ^2 ~; B
any meeting of the shareholders of the Bank unless and until the first time at
0 Y% [4 M# w$ F+ p' Z gwhich the Board of Directors has not declared the whole dividend on the8 n/ f& O, X1 J5 K0 P4 ]
Preferred Shares Series 18 in any quarter. In that event, subject as5 s0 m- K( M* s* |4 M
hereinafter provided, the holders of Preferred Shares Series 18 will be$ x4 [0 I6 I2 P1 {( F
entitled to receive notice of, and to attend, meetings of shareholders at which
$ w) f, `& A) Y4 v7 m7 Tdirectors of the Bank are to be elected and will be entitled to one vote for# H3 ]& x/ ^7 H& {1 c4 }: }% O: C
each Preferred Share Series 18 held. The voting rights of the holders of the: o: P2 [- `6 U2 p5 F! @* Z0 R9 I
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of* P" j4 [( b `! X) e) o8 ~
the first dividend on the Preferred Shares Series 18 to which the holders are
/ i) c4 A/ k* e9 Mentitled thereunder subsequent to the time such voting rights first arose until
8 b9 Y) u# l B. f; Tsuch time as the Bank may again fail to declare the whole dividend on the4 c4 K4 ~; s6 n6 n$ s
Preferred Shares Series 18 in respect of any quarter, in which event such
" s7 `" B, ?1 n U2 d. S* lvoting rights will become effective again and so on from time to time." n, i. E! g* X# Z2 A
Principal Characteristics of the Preferred Shares Series 19' d7 i3 }( a: z& H6 l
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive4 y# I! X: @/ c& U
floating rate non-cumulative preferential cash dividends, as and when. h. D5 z- O* s! [1 x3 S2 p
declared by the Board of Directors, subject to the provisions of the Bank Act,- L! [2 U2 a( Y4 w5 c9 Y/ n) q+ L
payable quarterly on the 25th day of February, May, August and November8 D0 R3 t; s$ `1 h4 I! y9 U
in each year, in the amount per share determined by multiplying the
7 l2 L" u8 g3 F+ e6 Y: |applicable Quarterly Floating Dividend Rate by $25.00.
0 E& e. [2 ~$ ]. f+ yOn the 30th day prior to the commencement of the initial quarterly dividend) G0 B- @# N5 S. d" C4 z
period beginning on February 25, 2014, and on the 30th day prior to the first. m' m, D1 i( k# [2 U) j$ }' O/ K
day of each subsequent quarterly dividend period (the initial quarterly) Y% d7 B; u7 W& g" S! l8 r' K
dividend period and each subsequent quarterly dividend period is referred to
4 z( w' l/ @3 T# @" Las a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
) ^; U. Q. L! J: F4 v# ^) B* KQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate; O- Z7 f4 G& W- [
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the; \1 v. }; J4 Q. Q, Y+ I- P
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days( ^6 b7 e, F' s6 r: ]
elapsed in the applicable Quarterly Floating Rate Period divided by 365), m: \) v# C9 k" @: d2 M4 i/ |4 q+ ~
determined on the 30th day prior to the first day of the applicable Quarterly
1 P- I. R3 n' \9 J5 \5 z: a$ RFloating Rate Period.8 R ~% `- t7 ~4 k) D8 E
S-5
* m) t$ d! B1 QIf the Board of Directors does not declare a dividend, or any part thereof, on
; ~" l$ H: C; |5 Wthe Preferred Shares Series 19 on or before the dividend payment date for a$ q& _: f2 i, B8 o7 E& w
particular quarter, then the entitlement of the holders of the Preferred
. J2 F# T9 n# ^Shares Series 19 to receive such dividend, or to any part thereof, for such
' L9 \' G/ {9 J- I# Q! _quarter will be forever extinguished.
" Y$ @5 Z0 H( x. w8 r" r- b, }Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
# U |3 M8 _5 L( R3 l3 K" C$ K. h! U+ tSuperintendent and to the provisions described below under the heading
1 O2 o0 {) K& ^+ G, b‘‘Details of the Offering — Certain Provisions of the Preferred Shares
- b& g1 [. Y% T( v6 A1 lSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,% {& ^ I5 O3 `
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
: l4 H. S5 T/ ?+ V! R% ]or any part of the then outstanding Preferred Shares Series 19, at the Bank’s" Q! f1 T; A! x( r |( D( R4 ^
option without the consent of the holder, by the payment of an amount in0 U/ ^+ q" y3 p
cash for each such share so redeemed of (i) $25.00 together with all declared
& U& |9 O' G2 I4 }5 L* dand unpaid dividends to the date fixed for redemption in the case of+ R/ z& P$ ^, _8 Z
redemptions on February 25, 2019 and on February 25 every five years( J8 F: v6 Z- ?( E* Y9 P, g" Q7 S
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
7 |2 V9 A+ z- [ q! tthe date fixed for redemption in the case of redemptions on any other date
8 c) `- s" Q% N! F7 o2 S4 i# Q \on or after February 25, 2014.
8 H' X: Z) U+ e7 ^' i, u1 \Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
+ Q* y5 j; b* U3 RShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have; P; t9 p) D4 n: X
the right, at their option, to convert, on February 25, 2019 and on! p+ l4 B' H& o9 h( D9 u
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any6 |3 R* v& O9 X- X' r6 A* t: n" w1 S
or all of their Preferred Shares Series 19 into an equal number of Preferred
6 S6 m& C+ P8 i& G# C' @Shares Series 18 upon giving to the Bank written notice thereof not earlier
$ b$ Q1 ]3 t y, U9 ^than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the4 ~! F9 M# s! U, r
15th day preceding, a Series 19 Conversion Date.2 W# c. J p; Z; W2 |
Automatic Conversion If the Bank determines, after having taken into account all shares tendered2 {- Y! d# Z, X; z$ U. W/ w
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares4 ~- E/ V. f" t( y# D2 F
Series 18, as the case may be, that there would be outstanding on such
! n0 y8 }3 i4 H5 [: h1 v5 jSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,& A; k4 H" j2 r3 j7 O
such remaining number of Preferred Shares Series 19 will automatically be
( {5 M4 b" [, v/ V1 c/ Fconverted on such Series 19 Conversion Date into an equal number of2 J* v+ C4 C `
Preferred Shares Series 18. Additionally, if the Bank determines that, after
2 ^2 O- C3 D# tconversion, there would be outstanding on such Series 19 Conversion Date
) z/ h2 M* d, ]6 `% W7 cless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares+ | R! m7 J5 Q6 Y2 Q. T9 S1 m
Series 19 will be converted into Preferred Shares Series 18./ P- s3 m8 M7 n4 ` B
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares# Y% Q7 y7 d' t4 z: r7 m4 }5 s' T
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
5 J W* e$ g. p/ e+ n& iany meeting of the shareholders of the Bank unless and until the first time at& B' H$ Q/ ]6 O0 e& a7 W
which the Board of Directors has not declared the whole dividend on the( M8 Y0 G5 r l; q& e
Preferred Shares Series 19 in any quarter. In that event, subject as+ i0 \! {0 M2 |, d" b: z- m6 D
hereinafter provided, the holders of Preferred Shares Series 19 will be
: l- O( k) @- s: F* v' T/ C" I% kentitled to receive notice of, and to attend, meetings of shareholders at which
% t1 o6 L2 a+ i4 cdirectors of the Bank are to be elected and will be entitled to one vote for
4 l5 \) o; z# ?each Preferred Share Series 19 held. The voting rights of the holders of the' E% E3 `2 l0 U3 {; W" D% l
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of2 B$ _1 e( }) H- b$ i& F
the first dividend on the Preferred Shares Series 19 to which the holders are7 _' w4 R- X' L T5 z
entitled thereunder subsequent to the time such voting rights first arose until
" A. F) E$ Q0 J3 [) ksuch time as the Bank may again fail to declare the whole dividend on the
! F3 L0 M8 F3 H6 @# f) x* TPreferred Shares Series 19 in respect of any quarter, in which event such/ {+ m2 R, j! m: i; n6 A! F
voting rights will become effective again and so on from time to time.
, P% Q! A. ^1 I6 M# VS-6, m* I% D, H$ [' c4 a6 L, A
Priority: The preferred shares of each series of the Bank will rank on a parity with9 g8 d) D% y' [7 K$ j: n
every other series and are entitled to preference over the common shares of- C2 S$ [& g% l" z4 _2 w
the Bank and over any other shares of the Bank ranking junior to the/ K& E1 o2 F, u2 ^0 f
preferred shares with respect to the payment of dividends and upon any
/ T5 R4 z3 d; xdistribution of assets in the event of the liquidation, dissolution or
$ |6 w8 b& d5 {6 L, F4 a& Vwinding-up of the Bank.
1 a1 G* z1 ]! h! v; d: h$ NTax on Preferred Share The Bank will elect, in the manner and within the time provided under
/ b2 A1 K0 U% Z: C9 ]% xDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
# }# V0 G ?% Q/ M+ mSeries 18 and Preferred Shares Series 19 will not be required to pay tax on" V% a; x1 C7 C5 b9 o* o
dividends received on such shares under Part IV.1 of such Act. |
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