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发表于 2008-11-29 16:58
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下面是BMO的:8 i' Y5 B+ S& V: U
SUMMARY OF THE OFFERING& W) f! U) ]0 w3 U7 C; `
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’’.
3 J1 e* t5 h" ~) fIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.- v+ v( j5 U) ?2 ]1 I8 i, n
Amount: $150,000,000 (6,000,000 shares).
9 F3 s5 v& h- T/ I+ ]Price and Yield: $25.00 per share to yield initially 6.50% per annum.0 g4 P2 H Z. H) ]7 `% n
Principal Characteristics of the Preferred Shares Series 18
! k1 @% r4 i }( G6 ~, ?Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
! N, U' T& T5 _% s% }% a# p8 Anon-cumulative preferential cash dividends, as and when declared by the# a% J* \) a1 c/ z, G$ @: ?
Board of Directors, subject to the provisions of the Bank Act, for the initial
3 Z- n ^. }- ]2 d, n+ f( W C/ b; j( ]period commencing on the closing date and ending on and including/ a7 N* u+ V0 b0 a! E
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
% v, Z0 w- h' X( k; P' V25th day of February, May, August and November in each year, at a rate* m9 y+ ~. q9 e) m1 l* K
equal to $0.40625 per share. The initial dividend, if declared, will be payable" E& v! B$ \' F0 G
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
4 Z3 s. p v1 i; g5 ]4 W0 Adate of December 11, 2008.
- [9 m [- d9 ^For each five-year period after the Initial Fixed Rate Period (each, a ~* y; ] [: h$ \9 b5 @
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares0 {, G6 @3 F0 |4 j, G
Series 18 will be entitled to receive fixed non-cumulative preferential cash
0 b7 T3 d) W5 b4 kdividends, as and when declared by the Board of Directors, subject to the$ G, e9 \1 Q( ]* N8 d
provisions of the Bank Act, payable quarterly on the 25th day of February,
3 W9 }1 }+ N {: H& ]( u5 f# J4 XMay, August and November in each year, in the amount per share per annum8 S6 R/ L/ X& a: [
determined by multiplying the Annual Fixed Dividend Rate applicable to
1 ^7 b5 M& X! x1 A7 K( k. Y: Lsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
$ o3 s9 V6 z, Q* q% c5 j rRate for the ensuing Subsequent Fixed Rate Period will be determined by the9 M$ `# X0 ^3 o+ O" B
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
1 ~3 K* N0 `: a# Rof such Subsequent Fixed Rate Period and will be equal to the sum of the( k. z r7 o( R; _( N( c
Government of Canada Yield on the applicable Fixed Rate Calculation Date# `) t6 o/ G7 J0 q
plus 3.83%.; ^: ^* ^' R L% V( p1 e& f$ c
If the Board of Directors does not declare a dividend, or any part thereof, on
3 A# X9 Q% x5 y" s3 cthe Preferred Shares Series 18 on or before the dividend payment date for a
) M/ X5 U | z S5 ^7 g& R9 rparticular quarter, then the entitlement of the holders of the Preferred0 O' ?* x$ J: u9 F
Shares Series 18 to receive such dividend, or to any part thereof, for such$ e" f9 s7 I2 ] {9 N
quarter will be forever extinguished.
! X+ u8 p2 |/ z9 u h# z& B! B) A3 GRedemption: Subject to the provisions of the Bank Act and to the prior consent of the+ U' \# i: X6 ^; v/ V
Superintendent and to the provisions described below under ‘‘Details of the
& P! t0 D8 |0 h, GOffering — Certain Provisions of the Preferred Shares Series 18 as a
, a" |- V1 ^& v4 F, YSeries — Restrictions on Dividends and Retirement of Shares’’, on! W. {+ m6 N) w1 \- J
February 25, 2014 and on February 25 every five years thereafter, on not
( q- c8 j2 _1 fmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
1 U: m( Q# W' k. Fpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
) a6 C7 E1 ~0 ?without the consent of the holder, by the payment of an amount in cash for
4 ]7 P9 B. @ @- X9 @each such share so redeemed of $25.00 together with all declared and unpaid
2 _$ I! ^2 b# R# W" odividends to the date fixed for redemption.5 L% N) p) x6 l
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
% ~, t0 T D3 t" Q, U) ~3 B" t5 FShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have1 _) y( w4 q9 |% x9 [+ F
the right, at their option, to convert, on February 25, 2014 and on) }, @. t7 ~0 r' |
S-45 v4 }# F1 H. y; [, i$ A
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
: ^8 b# ~& u. z3 Xor all of their Preferred Shares Series 18 into an equal number of Preferred
" O5 p: E$ b- ?* n, x0 w, `7 LShares Series 19 upon giving to the Bank notice thereof not earlier than
/ _- S% j) Z3 x/ J1 V/ y! b30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day& l0 @ R5 ?( d8 f* ?
preceding, a Series 18 Conversion Date.; R" t* }. v+ l2 c
Automatic Conversion If the Bank determines, after having taken into account all shares tendered- l% {, D% d* w* X) _
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares. E+ ?/ I2 B8 W( U# j( w$ j+ ~3 l
Series 19, as the case may be, that there would be outstanding on such
4 e9 c- v2 h/ K* c8 U" KSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18, V4 ]0 ?# `/ l: {
such remaining number of Preferred Shares Series 18 will automatically be. y: o2 N- x% D) S" T9 t
converted on such Series 18 Conversion Date into an equal number of
9 V% |0 J2 D5 k! }3 C5 {4 yPreferred Shares Series 19. Additionally, if the Bank determines that, after
1 U- q3 u2 u/ N6 U2 {4 \& q5 Uconversion, there would be outstanding on such Series 18 Conversion Date9 X3 b" n$ C8 ?/ Y" U/ |
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares+ x/ f7 k! G8 {" j8 P) k l* ] A
Series 18 will be converted into Preferred Shares Series 19.
3 ~$ r% G) F; e4 gVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares% k) |- v- Q5 w# R, t* s
Series 18 will not be entitled as such to receive notice of, attend, or vote at,: A- ^# I7 S ~ l: G! O! G
any meeting of the shareholders of the Bank unless and until the first time at
) q9 X/ C n" f4 ewhich the Board of Directors has not declared the whole dividend on the) |$ X; O+ N8 F# |* F" f
Preferred Shares Series 18 in any quarter. In that event, subject as7 b0 h2 U9 s( R5 A" B/ q
hereinafter provided, the holders of Preferred Shares Series 18 will be# h3 b. ], i, h! k
entitled to receive notice of, and to attend, meetings of shareholders at which! X6 Z- F( U6 [8 J3 n2 ` P2 `0 }
directors of the Bank are to be elected and will be entitled to one vote for7 \5 c/ c; [9 q+ c
each Preferred Share Series 18 held. The voting rights of the holders of the
) n) X% [$ M7 Y; U7 j- q% UPreferred Shares Series 18 will forthwith cease upon payment by the Bank of: c% M4 ~+ y% M r
the first dividend on the Preferred Shares Series 18 to which the holders are
5 S; Q0 J7 W8 [$ rentitled thereunder subsequent to the time such voting rights first arose until
' o; v( f. @& q3 T$ Ysuch time as the Bank may again fail to declare the whole dividend on the9 U: F( I/ ]4 W d4 S( k
Preferred Shares Series 18 in respect of any quarter, in which event such
3 T* F3 _% X8 ]voting rights will become effective again and so on from time to time.- \; Y) R: B$ Y4 f
Principal Characteristics of the Preferred Shares Series 19
4 M) i1 r0 q$ g) \2 ^: t; ~Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive6 q' I* K2 h: a& E
floating rate non-cumulative preferential cash dividends, as and when3 q- V* R, `% K/ @" A
declared by the Board of Directors, subject to the provisions of the Bank Act,* F# g" Y4 N7 k9 J
payable quarterly on the 25th day of February, May, August and November- B* `+ C% @; ~0 H* }2 V+ V
in each year, in the amount per share determined by multiplying the' g9 ` R& S0 Z6 S! J0 K
applicable Quarterly Floating Dividend Rate by $25.00.' U/ o+ T$ {5 `. t
On the 30th day prior to the commencement of the initial quarterly dividend; q4 ]4 Z/ k0 h, o; P- g! p3 _% }
period beginning on February 25, 2014, and on the 30th day prior to the first0 X/ n9 x8 H5 {; o% q
day of each subsequent quarterly dividend period (the initial quarterly
# j' P( ]3 A# G6 Ydividend period and each subsequent quarterly dividend period is referred to; v0 ]) z- O1 G9 R& ?4 n& A- g0 z
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the) S0 {$ K( a# h
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate0 a0 N) ?9 K& G( ]
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
5 N8 K7 G+ F0 q' Q" W) ?T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days/ z: M; i, P. ^4 j
elapsed in the applicable Quarterly Floating Rate Period divided by 365)) H: r- o# j9 l6 H( A: X
determined on the 30th day prior to the first day of the applicable Quarterly
* k) f2 _ N3 _Floating Rate Period.
0 R9 b9 j i; FS-5
4 s. B* {5 ^ xIf the Board of Directors does not declare a dividend, or any part thereof, on, E! `1 v5 n. x- x! O% u2 k! J( U4 R
the Preferred Shares Series 19 on or before the dividend payment date for a
, ~" I! m4 T& ?6 `particular quarter, then the entitlement of the holders of the Preferred; ?, m1 F6 n9 m2 h
Shares Series 19 to receive such dividend, or to any part thereof, for such2 P3 h8 u6 Q+ V, k! m& C: |
quarter will be forever extinguished.9 Y0 ]9 }4 C2 @& G [8 a0 o
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the8 u! k. e i- n; r
Superintendent and to the provisions described below under the heading
$ {5 o) A9 }- L! C7 l( E‘‘Details of the Offering — Certain Provisions of the Preferred Shares- W0 I) C4 [2 Y: a4 T+ U# b* ~% x$ h
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
( G- h, F! N% F7 ]on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
! A4 i, G4 }; Q9 J& ? w kor any part of the then outstanding Preferred Shares Series 19, at the Bank’s$ D X$ p* C( C' f
option without the consent of the holder, by the payment of an amount in$ m; ~/ J* S2 H
cash for each such share so redeemed of (i) $25.00 together with all declared
0 j! a( ^4 l( o2 C$ ~and unpaid dividends to the date fixed for redemption in the case of
. P7 y2 z( K6 B& B \! R7 R3 Jredemptions on February 25, 2019 and on February 25 every five years
/ J! Z5 _% t+ b4 ?thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
' D' L: \6 B0 gthe date fixed for redemption in the case of redemptions on any other date7 X5 @' z) E' B8 {1 P8 R
on or after February 25, 2014.
# [- j0 Z8 k% c* \3 B3 [, BConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic8 G5 j* G* Y% u% y3 H4 a
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have- h2 y/ R$ z: S5 w
the right, at their option, to convert, on February 25, 2019 and on' h& J8 A5 P+ Z- e$ s" n" W
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any( H4 p) H' T, K' n0 I G
or all of their Preferred Shares Series 19 into an equal number of Preferred& u3 m$ g+ C; P2 f M4 S" X* T+ i
Shares Series 18 upon giving to the Bank written notice thereof not earlier
1 C8 W# L1 F, p8 O' athan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the; T; t7 h' i! l
15th day preceding, a Series 19 Conversion Date.- W, W( n6 m+ p M3 V: q% V; O& Q
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
' g0 C/ O) M& n0 A2 rProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares! |' B- a1 Z" X( P5 ?
Series 18, as the case may be, that there would be outstanding on such
$ K* v4 Y a( N( k8 lSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
+ ]$ S7 s5 o% Csuch remaining number of Preferred Shares Series 19 will automatically be
2 j/ P$ k5 {4 N) X. Sconverted on such Series 19 Conversion Date into an equal number of
# g7 i) s/ u/ a3 V+ l% KPreferred Shares Series 18. Additionally, if the Bank determines that, after/ q1 ]; [6 w2 F3 g! S) O2 r1 @( `
conversion, there would be outstanding on such Series 19 Conversion Date
4 |7 W' I- S/ Q) O5 z% Pless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares6 O3 ~1 r7 z6 a8 k, n, U
Series 19 will be converted into Preferred Shares Series 18.
" d' o; n+ x$ ]3 ?Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
( b1 N# s# e3 V, ^# _$ {6 ^' C9 iSeries 19 will not be entitled as such to receive notice of, attend, or vote at,+ G5 o# ~+ I4 ?; |5 s
any meeting of the shareholders of the Bank unless and until the first time at" a1 g8 G4 d. Y ]0 Y! w; t
which the Board of Directors has not declared the whole dividend on the+ ~* x* t V/ |7 P* y, p
Preferred Shares Series 19 in any quarter. In that event, subject as$ O) W: a" r+ m
hereinafter provided, the holders of Preferred Shares Series 19 will be# \4 e; K7 N4 @
entitled to receive notice of, and to attend, meetings of shareholders at which
+ m( E% {8 k; Q2 q4 `6 a# Wdirectors of the Bank are to be elected and will be entitled to one vote for$ |1 x; L" L* Z) ~ F% m$ P) T
each Preferred Share Series 19 held. The voting rights of the holders of the/ K# a l# E+ K- F- E3 k
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of1 v. T9 k* b3 g% ~- X
the first dividend on the Preferred Shares Series 19 to which the holders are
9 t0 G' }+ H& W' yentitled thereunder subsequent to the time such voting rights first arose until
1 Q* u3 }5 \0 A$ @* |8 R2 t* X0 Lsuch time as the Bank may again fail to declare the whole dividend on the' M9 U6 F/ c7 @* q
Preferred Shares Series 19 in respect of any quarter, in which event such& S, A, a$ ]6 l2 t. j( A
voting rights will become effective again and so on from time to time.2 R# J4 J& u: X9 c7 D4 Z# U4 r k
S-6
, o8 D8 y- Q9 ^0 h1 a5 iPriority: The preferred shares of each series of the Bank will rank on a parity with
2 Z! r( E- {0 [ |1 p; Pevery other series and are entitled to preference over the common shares of5 N' R& O) G3 f
the Bank and over any other shares of the Bank ranking junior to the/ g7 `# X/ }0 U) S% C0 ^
preferred shares with respect to the payment of dividends and upon any* d9 Q: O! R4 j& f; U' Z
distribution of assets in the event of the liquidation, dissolution or
) f; K u) I7 `winding-up of the Bank.
; S% ?# G4 ~4 n7 W7 PTax on Preferred Share The Bank will elect, in the manner and within the time provided under
8 x2 Y( V ]7 n3 `Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
( D* i) ~3 f/ P: P* lSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
$ ~+ b. l! K# W3 A- qdividends received on such shares under Part IV.1 of such Act. |
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