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发表于 2008-11-29 16:58
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下面是BMO的:' \+ ^3 v8 E. v& L8 G# ^; ^
SUMMARY OF THE OFFERING
Z8 ?0 Y0 v& C# k( `4 nThis 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’’.& m. j9 @5 ~ @
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
& y* L2 c6 K$ P3 p5 h9 p; C- W: u# kAmount: $150,000,000 (6,000,000 shares).
' J m o. s' R! e8 ZPrice and Yield: $25.00 per share to yield initially 6.50% per annum.; w3 R1 W; J1 t5 J* Z3 U
Principal Characteristics of the Preferred Shares Series 18( ^! m0 g' Q6 i1 W0 G" g
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed% p% }* p; I& {) l3 P
non-cumulative preferential cash dividends, as and when declared by the
2 A9 b2 ?+ D2 T# Q' c' G4 s3 ZBoard of Directors, subject to the provisions of the Bank Act, for the initial. J4 G4 y; i8 K$ d: P/ R
period commencing on the closing date and ending on and including0 E7 e7 q4 r8 T% y
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the/ L; w) x' v+ n/ m+ S* q! b
25th day of February, May, August and November in each year, at a rate
8 _3 u: a/ [) b8 v2 Nequal to $0.40625 per share. The initial dividend, if declared, will be payable
J0 ^+ V5 ?1 S7 B* WMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing. h$ E3 L2 x* i/ B8 h7 \3 L$ i
date of December 11, 2008.
* L3 y# k/ E7 JFor each five-year period after the Initial Fixed Rate Period (each, a _# c8 }( Z( O0 ?6 W# G1 |
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
" t; ~( X+ J1 mSeries 18 will be entitled to receive fixed non-cumulative preferential cash+ u' S7 i4 P8 T! W1 k, x( k
dividends, as and when declared by the Board of Directors, subject to the9 {2 F/ g% A" n: F. D
provisions of the Bank Act, payable quarterly on the 25th day of February,$ t, z% i4 x3 o" a8 k
May, August and November in each year, in the amount per share per annum
: H: M. B8 P6 Adetermined by multiplying the Annual Fixed Dividend Rate applicable to
% f3 v; t; q4 vsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
. c3 c% }% X* `+ N" n) c1 ARate for the ensuing Subsequent Fixed Rate Period will be determined by the
) @" r O: @* a8 u9 E; B2 cBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day0 Z& F/ i! e1 M
of such Subsequent Fixed Rate Period and will be equal to the sum of the' k' e+ [1 {$ Q- y3 V' @+ M0 k
Government of Canada Yield on the applicable Fixed Rate Calculation Date4 G! g7 Y0 o D4 Z. o0 ]
plus 3.83%.
9 L- F' x4 N" l WIf the Board of Directors does not declare a dividend, or any part thereof, on, A- G8 N8 O$ v
the Preferred Shares Series 18 on or before the dividend payment date for a/ l. D, I2 f! Z
particular quarter, then the entitlement of the holders of the Preferred
# {: B. d+ x0 Z# w" L* J$ dShares Series 18 to receive such dividend, or to any part thereof, for such0 `. D3 y* j5 c5 c* d
quarter will be forever extinguished.2 a% z1 j% i e! N% \; Z' R
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
% M3 t6 } A6 n9 h5 ~Superintendent and to the provisions described below under ‘‘Details of the
' [1 F6 W9 M& G ~1 dOffering — Certain Provisions of the Preferred Shares Series 18 as a
! J! G3 ^/ w9 F7 G3 \Series — Restrictions on Dividends and Retirement of Shares’’, on' R3 h, s4 b$ a( Q& T- k
February 25, 2014 and on February 25 every five years thereafter, on not
, U U" O9 c$ L) c9 ymore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
: F( e2 Y m( ]part of the then outstanding Preferred Shares Series 18, at the Bank’s option
+ A a7 k- ]4 W5 Vwithout the consent of the holder, by the payment of an amount in cash for
( y j, J. d u9 _5 Aeach such share so redeemed of $25.00 together with all declared and unpaid
( i5 |9 a5 l" C. Zdividends to the date fixed for redemption.
8 ^4 z# ?9 ^$ RConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
# X* ], @* p3 n1 H( o$ LShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have$ w* b1 x$ Y. H; k
the right, at their option, to convert, on February 25, 2014 and on) o7 c' {9 r1 g
S-4
$ Y; o; _2 s" y1 l2 J* x) hFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any1 B) A; } H2 r6 V- [- p# N
or all of their Preferred Shares Series 18 into an equal number of Preferred5 m% I8 B( [, U$ h5 q. c8 z
Shares Series 19 upon giving to the Bank notice thereof not earlier than3 V2 d0 Y% E9 d; c1 a+ V0 }8 K
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
9 H$ v4 o. D$ t# upreceding, a Series 18 Conversion Date.+ k& m/ F. T# u! j2 u
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
7 k0 H6 W* _- ^' d! ~( @Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
% x5 B! B) ^: i- R4 }1 [- L& _Series 19, as the case may be, that there would be outstanding on such) b6 Y- k7 b" {$ A; ]( l. o" Z+ K6 P
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,8 p, m; `' E/ {8 {+ a1 x4 V
such remaining number of Preferred Shares Series 18 will automatically be. q8 h) M& V# v0 D% }4 h) T. A
converted on such Series 18 Conversion Date into an equal number of9 M0 x! _+ G# n! }9 _. z8 U
Preferred Shares Series 19. Additionally, if the Bank determines that, after
1 p, d9 z+ i' }2 I5 c6 ]conversion, there would be outstanding on such Series 18 Conversion Date) }! y" Z* D0 g5 o' Q8 H+ b
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
' r4 R2 |" x& X) g- oSeries 18 will be converted into Preferred Shares Series 19.
0 v4 C1 u8 H: GVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares1 T" b( U( T( f
Series 18 will not be entitled as such to receive notice of, attend, or vote at,% u; _$ T v3 O# t d1 h( T2 G" y
any meeting of the shareholders of the Bank unless and until the first time at5 V3 o! U8 h( M3 T' B
which the Board of Directors has not declared the whole dividend on the
7 U& u5 C1 M1 g/ dPreferred Shares Series 18 in any quarter. In that event, subject as
9 a! R6 J% M$ M! f! chereinafter provided, the holders of Preferred Shares Series 18 will be) b/ D: K5 L' k- |
entitled to receive notice of, and to attend, meetings of shareholders at which# R6 V: i4 j- |- ]
directors of the Bank are to be elected and will be entitled to one vote for
$ h1 Q+ w4 b% e. G) Leach Preferred Share Series 18 held. The voting rights of the holders of the
9 |& u" l( s8 R, UPreferred Shares Series 18 will forthwith cease upon payment by the Bank of) w- G% m G9 G& [6 A' |* C3 K
the first dividend on the Preferred Shares Series 18 to which the holders are
8 p4 u: ~/ p6 o9 V% W1 E9 @5 qentitled thereunder subsequent to the time such voting rights first arose until6 U+ E+ o6 e- w2 T' c `6 o/ R
such time as the Bank may again fail to declare the whole dividend on the2 u! I3 Z& C8 t, B7 \8 z
Preferred Shares Series 18 in respect of any quarter, in which event such
7 a1 Y; ^ n( `8 _5 l, Kvoting rights will become effective again and so on from time to time.( X9 d) k% O; l; ]
Principal Characteristics of the Preferred Shares Series 192 m* P0 d1 H) k
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
4 g+ y! g( e6 qfloating rate non-cumulative preferential cash dividends, as and when
) E6 n3 R* Q4 N9 M) c1 Q- g Qdeclared by the Board of Directors, subject to the provisions of the Bank Act,
# a3 J$ |5 u" s+ L- Qpayable quarterly on the 25th day of February, May, August and November# s2 d0 x7 G% E
in each year, in the amount per share determined by multiplying the
) f7 [7 @+ A: L/ T) G0 Bapplicable Quarterly Floating Dividend Rate by $25.00.
( U5 R5 c; v, L) S. oOn the 30th day prior to the commencement of the initial quarterly dividend
# p$ T# s7 _% J( Jperiod beginning on February 25, 2014, and on the 30th day prior to the first v) d2 l! f: I7 w$ T K8 D( n
day of each subsequent quarterly dividend period (the initial quarterly
+ B: S) W& c7 a- o0 F4 Edividend period and each subsequent quarterly dividend period is referred to2 ^; E% V1 G+ O- [
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
# I& I% L, `/ V& }2 {* aQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
$ o; k( H! z! Q9 cPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
$ V, G+ ?4 c' c( O$ Y& `! GT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days4 F, X( [# R6 M% g3 }4 ]# ~/ M
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
7 B6 t) e* \: J$ X0 c) @7 B- I8 Rdetermined on the 30th day prior to the first day of the applicable Quarterly* H! x5 }& q3 g
Floating Rate Period.; a8 c3 ], c2 ?( c) M
S-5
: r5 ]% Q6 q1 H8 h; I! kIf the Board of Directors does not declare a dividend, or any part thereof, on
9 l5 s q! G, t* T3 D; W9 V5 Wthe Preferred Shares Series 19 on or before the dividend payment date for a W, ?+ Q+ f% H0 K6 U
particular quarter, then the entitlement of the holders of the Preferred2 H1 P! W( o |+ O
Shares Series 19 to receive such dividend, or to any part thereof, for such7 }# O* n0 `2 t2 m/ F1 Q
quarter will be forever extinguished.
0 r; k) s6 l; O k H$ MRedemption: Subject to the provisions of the Bank Act and to the prior consent of the! a( Y7 {1 S. u, U$ c
Superintendent and to the provisions described below under the heading! a3 b1 L5 C p4 b
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
: t2 W- N5 R9 Y8 ySeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,/ k8 @% Z% A R6 l0 W# p7 I2 U3 F
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
$ h3 p( {1 a9 W- \& v& U7 dor any part of the then outstanding Preferred Shares Series 19, at the Bank’s# h7 M* H9 U/ l4 v" o( R
option without the consent of the holder, by the payment of an amount in
& X# @7 ]7 r) O$ g, W1 G1 [cash for each such share so redeemed of (i) $25.00 together with all declared; ]" l/ s8 ?7 {
and unpaid dividends to the date fixed for redemption in the case of
9 Z1 R$ J; y: F s6 _2 @# M) Mredemptions on February 25, 2019 and on February 25 every five years; z6 x* E% i Z( D1 f0 q+ U
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to# G5 i( t; ~ A6 F. P/ }
the date fixed for redemption in the case of redemptions on any other date
7 A' U" }) w; `, |; ron or after February 25, 2014.
4 j. k9 W* {' f2 Y% U% }& t7 U& ZConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic% ]8 a1 p& a' m, G% a
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
0 I2 O6 T2 ^- u+ x n5 jthe right, at their option, to convert, on February 25, 2019 and on+ ]/ b: A B: _: |. S
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any( }$ @# i. t8 O- T9 |/ G& I& l
or all of their Preferred Shares Series 19 into an equal number of Preferred. y6 Z3 y% C, T7 B4 L( c1 r
Shares Series 18 upon giving to the Bank written notice thereof not earlier
4 H) A* ?$ L( g9 L9 J u* K) ^& d' Rthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the* [ R6 ^8 E4 Q" P0 c
15th day preceding, a Series 19 Conversion Date.' X: ]# l* Y' r/ s; W2 _5 _- O! i, ^+ z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered1 i( S, X$ ~2 z* e$ [3 g+ X. t
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares( t+ ?+ X9 {3 _- n- c3 H6 z
Series 18, as the case may be, that there would be outstanding on such
% `% X) g+ z, B( s; LSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,& C8 b; Y4 e( X! ~
such remaining number of Preferred Shares Series 19 will automatically be6 d- U: V& p7 C7 S
converted on such Series 19 Conversion Date into an equal number of$ ~/ H+ _: E9 j2 H/ S
Preferred Shares Series 18. Additionally, if the Bank determines that, after. t0 d; C( @# p. l! ?
conversion, there would be outstanding on such Series 19 Conversion Date
5 Q, e: X+ E% x s, [. W) t7 U# Iless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares/ y' G k/ f! q
Series 19 will be converted into Preferred Shares Series 18.
9 E9 A. V: l! g; |+ t- [Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
2 L2 T5 Q: A! a4 TSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
+ L2 L4 f) Y2 _, e' S" p) Fany meeting of the shareholders of the Bank unless and until the first time at
\% o) M4 i/ @' uwhich the Board of Directors has not declared the whole dividend on the+ @: h( u; G8 d* N0 K
Preferred Shares Series 19 in any quarter. In that event, subject as# \" I, s* s1 \6 B5 `
hereinafter provided, the holders of Preferred Shares Series 19 will be
/ d" a: ~/ }% U& c B6 \entitled to receive notice of, and to attend, meetings of shareholders at which
# y3 U; T( G& g: H; Ldirectors of the Bank are to be elected and will be entitled to one vote for
! |( G1 e' K" R5 c& |, beach Preferred Share Series 19 held. The voting rights of the holders of the- W8 k# M8 I+ a. J
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of8 ^# Y- F$ M; K5 H1 f, M' c7 A
the first dividend on the Preferred Shares Series 19 to which the holders are
1 s( A- |; K2 ^3 j2 L. gentitled thereunder subsequent to the time such voting rights first arose until2 G1 I/ s; r9 O5 K4 A' B+ J# i1 m! Z$ m
such time as the Bank may again fail to declare the whole dividend on the1 P/ @; S4 f5 \3 A. J
Preferred Shares Series 19 in respect of any quarter, in which event such5 j+ ]; Y$ i% k8 C/ Q; E# k
voting rights will become effective again and so on from time to time.
W6 m$ R4 x4 z4 [S-69 F1 `4 ~" m3 o" `7 _9 x
Priority: The preferred shares of each series of the Bank will rank on a parity with
8 ?. L9 x) O! Q4 Oevery other series and are entitled to preference over the common shares of0 A4 y, ], `. J* c! t k
the Bank and over any other shares of the Bank ranking junior to the
! W- z: O7 b1 U0 k/ opreferred shares with respect to the payment of dividends and upon any0 x& k0 t4 d! V! [5 B4 x0 i3 k0 K* J5 l
distribution of assets in the event of the liquidation, dissolution or5 j/ q D) J0 M0 r: |5 j' [
winding-up of the Bank.
1 i5 c# {/ x$ tTax on Preferred Share The Bank will elect, in the manner and within the time provided under
' [/ L0 e) [$ c, HDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
& o7 G7 e) H" q7 ^/ c, J, z% L# M. E5 X0 eSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
2 q& _) x( y) v# c. Bdividends received on such shares under Part IV.1 of such Act. |
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