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发表于 2008-11-29 16:58
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下面是BMO的:: o, R; U3 p6 _# i
SUMMARY OF THE OFFERING! W. D* X2 `5 `- N' k
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’’.
# | L+ r" J/ vIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
* ^+ A! P9 V' p8 W( R/ yAmount: $150,000,000 (6,000,000 shares).
& D; R Y) H2 @+ n6 hPrice and Yield: $25.00 per share to yield initially 6.50% per annum.' X& B/ W% X, e, C
Principal Characteristics of the Preferred Shares Series 18
% F, ]" W0 u1 C- O4 u2 VDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed2 C7 @" A: ~- P. y% F8 q0 _
non-cumulative preferential cash dividends, as and when declared by the
- ^; G7 s+ ~- Q. G! V4 xBoard of Directors, subject to the provisions of the Bank Act, for the initial% i. o) N0 S' I3 c. W6 c6 T
period commencing on the closing date and ending on and including$ I7 y; S' h2 W
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
8 p$ E. P6 W3 K: ?1 p9 r& Y25th day of February, May, August and November in each year, at a rate
$ F. t. v: D; z2 I4 Nequal to $0.40625 per share. The initial dividend, if declared, will be payable# S: D: C% C4 f! W% A7 }. e5 o
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
1 T8 a4 \: B fdate of December 11, 2008.9 P- ]( [* ]/ r o' t
For each five-year period after the Initial Fixed Rate Period (each, a" E8 H6 h( a& B8 d- ]
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares) i S. H/ @- b6 L
Series 18 will be entitled to receive fixed non-cumulative preferential cash! m1 \' n) L( Y4 w4 u i" I* V
dividends, as and when declared by the Board of Directors, subject to the% [/ [& _4 `: h# c
provisions of the Bank Act, payable quarterly on the 25th day of February,) b- e9 q* q) a( w! R
May, August and November in each year, in the amount per share per annum
$ V$ \& s+ H6 B* cdetermined by multiplying the Annual Fixed Dividend Rate applicable to+ }3 G+ T) H9 ]+ c
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend( G+ s5 H9 h7 e& I
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the s+ x7 Y. M! \9 E k
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day9 r3 ^1 b0 h1 o) D/ f& N' t) Q
of such Subsequent Fixed Rate Period and will be equal to the sum of the
: N- c) U0 C* t8 ~4 T& X: NGovernment of Canada Yield on the applicable Fixed Rate Calculation Date& U. G* |0 F! R/ B" w
plus 3.83%.# o0 \! b+ q4 J" z) X
If the Board of Directors does not declare a dividend, or any part thereof, on$ v5 h8 p3 o" g
the Preferred Shares Series 18 on or before the dividend payment date for a3 G b1 u! u2 @& g/ N9 Y
particular quarter, then the entitlement of the holders of the Preferred
+ K( D2 @. F/ Q; l! ^# f; ?Shares Series 18 to receive such dividend, or to any part thereof, for such# _) K- U1 F. [2 v/ P" {% \
quarter will be forever extinguished.
, Q3 ~- b; M& l( E+ PRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 N2 N& d- O/ C1 Z8 |: h* ySuperintendent and to the provisions described below under ‘‘Details of the5 X+ t6 I+ @2 p' B- [7 I
Offering — Certain Provisions of the Preferred Shares Series 18 as a: |8 a& u: c3 I& @: N
Series — Restrictions on Dividends and Retirement of Shares’’, on
" F/ ?. |2 M& c' l% @February 25, 2014 and on February 25 every five years thereafter, on not
* P" \+ k; E- G) r- J0 t" z/ xmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
, {& [! L- D' x; H% apart of the then outstanding Preferred Shares Series 18, at the Bank’s option
. L1 Z& B$ [# Mwithout the consent of the holder, by the payment of an amount in cash for
# K. k) h% L" G; Weach such share so redeemed of $25.00 together with all declared and unpaid4 I6 m+ u6 d6 ^- V/ r, o0 N c4 X2 v
dividends to the date fixed for redemption.
" w Z4 z" x* N4 Z" h" G: x) ?Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic0 |1 G0 g% g# D& R9 r5 x9 j
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have2 K0 T( s0 O0 ?
the right, at their option, to convert, on February 25, 2014 and on4 y4 |7 n6 F% }, O5 H/ E( ]5 |1 ?
S-46 G; D* P9 p, U
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any9 W" J! b6 s) }3 y
or all of their Preferred Shares Series 18 into an equal number of Preferred, e7 X8 a3 m/ T) `
Shares Series 19 upon giving to the Bank notice thereof not earlier than+ I' n& i! `$ X9 M9 ^; ] T
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day2 d+ h$ M# X% |5 w+ o& g& U( p. l
preceding, a Series 18 Conversion Date.
u0 H8 R$ A7 Y* W8 UAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
9 p3 w- c1 s" M; X6 ^% eProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares% K2 q. H0 b" e {
Series 19, as the case may be, that there would be outstanding on such
' F3 K/ e2 ?/ N1 ^: E9 l6 q! hSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
2 f* f$ Y, T& _3 t' Y5 Z/ A7 Osuch remaining number of Preferred Shares Series 18 will automatically be9 O" Y F3 _& X; I, k0 U+ t
converted on such Series 18 Conversion Date into an equal number of
- v' O& c f3 XPreferred Shares Series 19. Additionally, if the Bank determines that, after. S: ]) ?# L* C4 Z+ G) _& W
conversion, there would be outstanding on such Series 18 Conversion Date& i" |8 f) P" W8 c( N' x7 H
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
6 @) f! Z- ?4 t2 lSeries 18 will be converted into Preferred Shares Series 19.
7 G& B7 y; K% B2 V- |# k- S XVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares; ~! y/ T: [. Z1 \! c6 R
Series 18 will not be entitled as such to receive notice of, attend, or vote at,7 @6 ^0 ~, c0 r$ T+ B. u% b3 z
any meeting of the shareholders of the Bank unless and until the first time at6 Q, v, Q& Y& V1 |, b2 y) K
which the Board of Directors has not declared the whole dividend on the
2 E! k+ w/ C" X) P" FPreferred Shares Series 18 in any quarter. In that event, subject as$ f/ c1 i# Z6 q. p3 Q: K6 |9 f% S
hereinafter provided, the holders of Preferred Shares Series 18 will be1 D' e2 v" ^3 B8 H7 W# |7 X
entitled to receive notice of, and to attend, meetings of shareholders at which% e* k' Q# S0 W5 e
directors of the Bank are to be elected and will be entitled to one vote for
6 E: x3 r* @5 F. V0 Aeach Preferred Share Series 18 held. The voting rights of the holders of the3 R+ o/ c4 R* k6 Y s# H
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of: I) ~0 F: O9 b& Q! X: G
the first dividend on the Preferred Shares Series 18 to which the holders are
. D2 m1 i% o8 n, Zentitled thereunder subsequent to the time such voting rights first arose until% j/ Z3 v. i' ?1 Y, |
such time as the Bank may again fail to declare the whole dividend on the
1 @: G* `7 _6 vPreferred Shares Series 18 in respect of any quarter, in which event such
( W2 W; q6 p% D w7 B Dvoting rights will become effective again and so on from time to time.
6 b u% r' s9 L' GPrincipal Characteristics of the Preferred Shares Series 19/ U7 ^# [# A) G% _! q
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive! ~" h! b- a$ A( Y: F H
floating rate non-cumulative preferential cash dividends, as and when
9 N% ]3 d' Q3 m0 x8 h! vdeclared by the Board of Directors, subject to the provisions of the Bank Act,
4 z( e- U( @3 E j) y# z# \payable quarterly on the 25th day of February, May, August and November' z# x1 b+ o; R
in each year, in the amount per share determined by multiplying the
. v1 E: S8 K4 S9 ?2 i6 ]% X- tapplicable Quarterly Floating Dividend Rate by $25.00.7 ]! G1 u5 v% B9 ^- t3 f
On the 30th day prior to the commencement of the initial quarterly dividend$ T5 H, R- n! B8 e5 v
period beginning on February 25, 2014, and on the 30th day prior to the first
* c! E$ a$ t/ N' q( z. @5 gday of each subsequent quarterly dividend period (the initial quarterly+ w6 k& s. D. }8 O
dividend period and each subsequent quarterly dividend period is referred to6 N |' n2 _: v' e2 w
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
% d) m+ r$ L. F# F) ?8 G: a; wQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate- l+ i6 o1 q- u
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
7 a% R; `8 H' s! Y3 g& ^T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days* H. K3 g o' r% f; j; j
elapsed in the applicable Quarterly Floating Rate Period divided by 365)4 ^5 s) a) k4 g4 X, u+ p- O4 e: c
determined on the 30th day prior to the first day of the applicable Quarterly
) @3 b* V( h7 L" vFloating Rate Period.
) T& M" L9 `+ T' bS-54 X# k( U, q; A
If the Board of Directors does not declare a dividend, or any part thereof, on4 v+ T! {8 s# ^5 ?4 S1 x
the Preferred Shares Series 19 on or before the dividend payment date for a' t3 @% {8 ? j/ I, Z# a
particular quarter, then the entitlement of the holders of the Preferred
# G; z+ n2 [: D" Q2 [7 }Shares Series 19 to receive such dividend, or to any part thereof, for such. ]# n; q. F2 w: @, M: a4 U
quarter will be forever extinguished.
8 M2 N) V B! t6 I5 ARedemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 ~ y! Z- y9 [- fSuperintendent and to the provisions described below under the heading
8 x$ Y7 D1 q( T‘‘Details of the Offering — Certain Provisions of the Preferred Shares
0 X3 N3 c8 R3 {Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,+ {' I4 Q2 U, V
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
! `4 M% a+ l# y/ d; vor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
; i2 Q9 E- G* \* \9 R Z. poption without the consent of the holder, by the payment of an amount in# i( O: p9 ^3 I! l$ E" @
cash for each such share so redeemed of (i) $25.00 together with all declared
1 o2 f/ d( D4 F3 ^9 Hand unpaid dividends to the date fixed for redemption in the case of1 R# d T, O4 }7 A9 g+ h
redemptions on February 25, 2019 and on February 25 every five years+ [1 W6 {% B7 b" V1 J3 l ?
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
- P' u0 K" K9 i' L8 K; x1 Lthe date fixed for redemption in the case of redemptions on any other date
% e7 C* o0 p" \" l7 i$ {on or after February 25, 2014.
# L+ u. r/ D! M3 eConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
* y C- l" F7 C! Q$ O/ f* Y2 C9 }Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have n: a4 g: u) X5 c& g4 Q' n
the right, at their option, to convert, on February 25, 2019 and on4 f4 B9 B; h6 ^" M/ b0 X# W) t: t
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any9 W: j7 a. n$ U7 k7 z# i0 p
or all of their Preferred Shares Series 19 into an equal number of Preferred
. V2 X9 P' b: ]3 P& _8 w; c% bShares Series 18 upon giving to the Bank written notice thereof not earlier
& e$ U$ u1 Q7 V9 |2 [# _3 ]3 cthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
1 T6 W/ K4 P2 K0 O15th day preceding, a Series 19 Conversion Date.0 m1 l$ N) ~1 l/ s% V9 k5 B
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
1 f4 R. r: F# J+ k1 e V+ pProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares* ]+ _: |9 X5 x4 X8 d3 x
Series 18, as the case may be, that there would be outstanding on such) L6 Z4 N3 ?" b% [7 W" a
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
. F9 @ G' i' U) l" t+ Y& w" R, \such remaining number of Preferred Shares Series 19 will automatically be" `9 B$ d* z |' K
converted on such Series 19 Conversion Date into an equal number of+ @# @% J R7 S1 G/ U$ l, h/ `
Preferred Shares Series 18. Additionally, if the Bank determines that, after1 I% ^; Z# }/ ]% c" q/ I7 K7 T& K: l
conversion, there would be outstanding on such Series 19 Conversion Date( ~9 b0 w$ ?/ T4 e4 X
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
. L0 A3 |, ]4 qSeries 19 will be converted into Preferred Shares Series 18.2 Z6 n. B' n' I. f- Y# _
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 r6 \! Y2 g7 k. [8 z8 z+ X2 CSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
4 u) g: a! X, x- z& jany meeting of the shareholders of the Bank unless and until the first time at
, g" I4 b9 H& S* iwhich the Board of Directors has not declared the whole dividend on the
/ K$ ^" n/ {& Y! T* ]. T' E) K. q) D6 uPreferred Shares Series 19 in any quarter. In that event, subject as' N/ j/ H: `: z" _/ V+ t5 \# N- s& V1 d
hereinafter provided, the holders of Preferred Shares Series 19 will be- V0 W& Q# L( M& P
entitled to receive notice of, and to attend, meetings of shareholders at which _4 h1 I; q6 I' h! F! ^2 j# I
directors of the Bank are to be elected and will be entitled to one vote for
/ v" m- _3 z- Ueach Preferred Share Series 19 held. The voting rights of the holders of the
! {: Q/ H! Y2 C! ~Preferred Shares Series 19 will forthwith cease upon payment by the Bank of# t; M- y- r' J! \
the first dividend on the Preferred Shares Series 19 to which the holders are$ f2 a0 O* b4 y, |
entitled thereunder subsequent to the time such voting rights first arose until
5 h7 @& {1 I6 n2 ^2 K6 p: gsuch time as the Bank may again fail to declare the whole dividend on the
8 w. h4 }# g8 p: w. b6 aPreferred Shares Series 19 in respect of any quarter, in which event such) [3 _) B. R5 V7 c8 O0 |) s. H
voting rights will become effective again and so on from time to time.5 d7 }: q U, {9 H8 A5 W3 T7 u
S-6$ w3 c. V/ D1 \5 `
Priority: The preferred shares of each series of the Bank will rank on a parity with2 G& S/ N8 v( R
every other series and are entitled to preference over the common shares of
$ P1 X0 a' W& M( l; ~the Bank and over any other shares of the Bank ranking junior to the2 \; Z8 |+ C+ b5 k# x
preferred shares with respect to the payment of dividends and upon any& y: O1 T1 [0 G: s
distribution of assets in the event of the liquidation, dissolution or* _, b1 ?4 E& r$ l. e2 H! l
winding-up of the Bank. a: U0 Q8 H( e( v) Q
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under2 Q) t& g2 h- L- e
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
; S5 A0 o3 \$ j, NSeries 18 and Preferred Shares Series 19 will not be required to pay tax on$ \" S- C b0 x6 l* e. b5 R
dividends received on such shares under Part IV.1 of such Act. |
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