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发表于 2008-11-29 16:58
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下面是BMO的:/ F* I) ~: P& X! C
SUMMARY OF THE OFFERING0 T2 a3 a: n' O) J) S7 A! [
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’’.# {/ A6 P$ C! O" }- P# I G- `% i, K6 g
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.1 n0 G) o2 m2 n! _+ o
Amount: $150,000,000 (6,000,000 shares).
# G9 d' Z6 ?0 Y5 B* w0 j9 }Price and Yield: $25.00 per share to yield initially 6.50% per annum.
) x, x/ k9 S$ V' iPrincipal Characteristics of the Preferred Shares Series 18
5 t! @: D- s1 P! `0 S' }3 YDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed2 a7 Y! s6 Z& z" ^2 {0 L
non-cumulative preferential cash dividends, as and when declared by the( f/ v" j) k" b& C$ M1 [5 W
Board of Directors, subject to the provisions of the Bank Act, for the initial
& {! D6 ^0 S- m) _period commencing on the closing date and ending on and including! [* |$ y/ S( E. \# h$ A& E) V( A: Q
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
" p4 D7 R# }/ ~25th day of February, May, August and November in each year, at a rate
9 q. M( Q! u( j7 g/ vequal to $0.40625 per share. The initial dividend, if declared, will be payable: F; ]- D% ^: n2 Y
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing/ t, }, C# w6 v( [- Y p7 O
date of December 11, 2008.* g* F1 U0 k$ @. n
For each five-year period after the Initial Fixed Rate Period (each, a( b' K, {1 K7 N
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares0 P0 j3 y; J% ^: f
Series 18 will be entitled to receive fixed non-cumulative preferential cash. Z2 x$ V, R V0 E. Q. \
dividends, as and when declared by the Board of Directors, subject to the0 z) ]. Q. H& q& J- [. e6 Y, }9 O
provisions of the Bank Act, payable quarterly on the 25th day of February,
7 q# D" j% U, H# c) z2 HMay, August and November in each year, in the amount per share per annum' i0 O3 O2 v1 |! \' J
determined by multiplying the Annual Fixed Dividend Rate applicable to! {. F% \- i& a+ J+ W5 e
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend8 t6 U! C1 E* L9 `0 `5 W2 G6 d
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the. y8 E, r( _- A6 z# ?4 K' {
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day; k$ H& s% F. P1 D; d9 T4 x( R
of such Subsequent Fixed Rate Period and will be equal to the sum of the
: L* w3 F7 {1 t9 C/ HGovernment of Canada Yield on the applicable Fixed Rate Calculation Date$ y4 h9 x- W+ L9 M& Y
plus 3.83%.
$ n1 w6 J/ V' A, mIf the Board of Directors does not declare a dividend, or any part thereof, on5 U3 }' ^9 p- U
the Preferred Shares Series 18 on or before the dividend payment date for a
7 L3 j, {' ?3 s& @+ z5 h. e1 M9 n! oparticular quarter, then the entitlement of the holders of the Preferred9 R& g8 `4 X. U5 R
Shares Series 18 to receive such dividend, or to any part thereof, for such( k$ R) W; r- K8 S* O4 t, n
quarter will be forever extinguished.0 u4 V) _% n+ X. w! S
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
6 x3 Y2 ]: @5 qSuperintendent and to the provisions described below under ‘‘Details of the4 B% r7 ?8 i. ~$ n& M: I! p
Offering — Certain Provisions of the Preferred Shares Series 18 as a
`( g1 I: i5 i" xSeries — Restrictions on Dividends and Retirement of Shares’’, on% Z: X3 ?* m4 B) ~" P# a7 u
February 25, 2014 and on February 25 every five years thereafter, on not
3 V$ J' k0 F' q( Q# rmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
( m) |/ U$ B- n& q3 j; O( hpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
( Y% U6 Z0 E; `! \, H/ G2 K+ C9 Lwithout the consent of the holder, by the payment of an amount in cash for
8 ^- b" q$ K* C Teach such share so redeemed of $25.00 together with all declared and unpaid
" f' P6 J% I) ]. C9 I- sdividends to the date fixed for redemption.
$ Q' v$ {5 T% W; b' q+ K' A- _Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic3 s' s( r+ V) O, f/ B% X
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have! F6 Y. A: G7 E8 W( U
the right, at their option, to convert, on February 25, 2014 and on
J1 i( }+ r' T) n- v( c% mS-40 b; {" L! X: R& _# ]. a. C
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
# ?; ?1 K: c" U* \9 j, Dor all of their Preferred Shares Series 18 into an equal number of Preferred6 J/ n% r# J% k! M! ~7 g0 K# j+ n
Shares Series 19 upon giving to the Bank notice thereof not earlier than# F* g# K' b& B! ^, a3 ^. ?
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
* T/ Z: T' `9 n2 zpreceding, a Series 18 Conversion Date.
2 ]* I1 C7 d8 C: c5 W5 tAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
3 P+ [$ T* N- j/ o$ ? S1 UProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
+ ]' z% C J# C$ _ |Series 19, as the case may be, that there would be outstanding on such
4 A- i$ q" C& g) M8 A. T0 p2 oSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,, K1 v0 q- a6 @1 `; S* e
such remaining number of Preferred Shares Series 18 will automatically be! D# I" B8 q! q0 O9 o2 H
converted on such Series 18 Conversion Date into an equal number of* e0 X# j {. }% L k' `0 \
Preferred Shares Series 19. Additionally, if the Bank determines that, after. ]! c6 k0 g8 h1 d4 L, O
conversion, there would be outstanding on such Series 18 Conversion Date
1 X8 T k; ?: f/ bless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
5 t' j: t1 n5 b# G- \Series 18 will be converted into Preferred Shares Series 19.4 P4 Y% S/ `- X' n$ |, W
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
) g7 ~# ~6 V: `" b% jSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
( H# P# {) j4 S3 N8 |, A% \any meeting of the shareholders of the Bank unless and until the first time at( x4 ^) z9 d" }5 B, g; q/ V9 @
which the Board of Directors has not declared the whole dividend on the
# V# S, g3 q9 ~5 ?Preferred Shares Series 18 in any quarter. In that event, subject as
1 {$ D, v- h% k$ Yhereinafter provided, the holders of Preferred Shares Series 18 will be. l' D2 L% V9 x! N$ C
entitled to receive notice of, and to attend, meetings of shareholders at which* C/ R" P7 H, J% ~ m b
directors of the Bank are to be elected and will be entitled to one vote for
^9 ~; l7 `9 geach Preferred Share Series 18 held. The voting rights of the holders of the- w2 Z, ^) w: F5 x( U2 D
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
N# U( M: K6 q1 m, Tthe first dividend on the Preferred Shares Series 18 to which the holders are) Q7 G9 {( ]% p4 F0 ^1 ^& j
entitled thereunder subsequent to the time such voting rights first arose until
( d, M# Z& ?8 U+ R5 E5 Q; P$ m! bsuch time as the Bank may again fail to declare the whole dividend on the
4 |7 V! r% O* M( b/ w7 k/ n$ iPreferred Shares Series 18 in respect of any quarter, in which event such
8 E# \( U Y$ bvoting rights will become effective again and so on from time to time.
& \( L1 G( d5 U: X) y o, ?7 q; UPrincipal Characteristics of the Preferred Shares Series 19
8 z8 X. U7 b9 u KDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
: p; h% D# [9 s& N; @floating rate non-cumulative preferential cash dividends, as and when
+ D2 ^7 I4 R) b- X! adeclared by the Board of Directors, subject to the provisions of the Bank Act,
; H X+ p2 d4 e. R) kpayable quarterly on the 25th day of February, May, August and November
" G: f0 r; I5 D' Y% Gin each year, in the amount per share determined by multiplying the
( l/ @# T! p9 ?3 ^4 Fapplicable Quarterly Floating Dividend Rate by $25.00.5 E: u- q0 P- W4 h" ~
On the 30th day prior to the commencement of the initial quarterly dividend
y Y: U# R- @+ T" I: }& kperiod beginning on February 25, 2014, and on the 30th day prior to the first
8 _: Z" d' m5 ?/ S/ bday of each subsequent quarterly dividend period (the initial quarterly
. A; I J! [9 @# W4 tdividend period and each subsequent quarterly dividend period is referred to
, M$ z0 s8 h+ W# y3 Oas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the* ^" x2 ^* O) @" ?
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
- d5 f! ?5 m# \7 U9 bPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the7 O0 k7 d/ K1 n/ }3 L
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
# Q9 C: R8 O0 |4 v' w: j+ |, Kelapsed in the applicable Quarterly Floating Rate Period divided by 365)
9 }* @% b: {- L3 }- Adetermined on the 30th day prior to the first day of the applicable Quarterly7 |$ q! |& F: O, v
Floating Rate Period.
. u1 b. Z' }- K; lS-5
4 C, j" M2 j6 a2 D2 oIf the Board of Directors does not declare a dividend, or any part thereof, on
$ m4 d' k* ?, A* [7 v' C9 M1 k7 F4 _the Preferred Shares Series 19 on or before the dividend payment date for a5 ?! t: r# t/ f2 ]/ `
particular quarter, then the entitlement of the holders of the Preferred
+ h* y; \% W* iShares Series 19 to receive such dividend, or to any part thereof, for such
! k* v1 c" g- a- G% ]7 j+ xquarter will be forever extinguished.1 O% h- x9 b+ V7 t1 ~3 k+ F
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the+ I* W1 @- Y- } C: C# G6 R
Superintendent and to the provisions described below under the heading
) I: ^0 c1 \9 @ [ ?' n6 j2 v' X i; Q. f‘‘Details of the Offering — Certain Provisions of the Preferred Shares
- g- @$ Q- u# ?. J8 DSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
+ y, H! y: R* V. u& G6 lon not more than 60 nor less than 30 days’ notice, the Bank may redeem all+ l. J( `% R6 r+ Q& N/ L1 g- `
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
# H' `6 b. p8 B, Moption without the consent of the holder, by the payment of an amount in- A8 V0 c i: i7 j. o
cash for each such share so redeemed of (i) $25.00 together with all declared5 v/ c f; y; J# O4 u3 Y8 Q+ k
and unpaid dividends to the date fixed for redemption in the case of
! O& z W# K) n. H4 hredemptions on February 25, 2019 and on February 25 every five years5 R+ Z( ~( u) o+ J/ a
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
5 I1 K* { W# I3 V1 d: v. U* j2 hthe date fixed for redemption in the case of redemptions on any other date! p- b w% n6 B4 q2 S" E7 b% s
on or after February 25, 2014.
?, {, h7 v8 b. H9 u' C/ O& e( `+ t5 JConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
M7 v! _4 j& V4 T0 S! tShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have0 j Q; a/ E; P9 k n, }; ]/ A/ m
the right, at their option, to convert, on February 25, 2019 and on
4 W; ^3 H/ m1 S1 qFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any+ t y% w) h" Y7 Y" t0 k
or all of their Preferred Shares Series 19 into an equal number of Preferred9 S3 J; {% ~: c
Shares Series 18 upon giving to the Bank written notice thereof not earlier- z5 C$ H+ y# _& [1 O0 L
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
7 x; d+ v* u& p" b$ A15th day preceding, a Series 19 Conversion Date.
* N- {/ l+ O; \; \. [4 n+ zAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
t4 W3 D4 E+ |: dProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
) N: Z/ q; V% _( E# VSeries 18, as the case may be, that there would be outstanding on such& g* ^$ t$ ^: m. K/ H' }, K
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,! b5 p0 I0 U5 t; `3 X; Z4 E6 p
such remaining number of Preferred Shares Series 19 will automatically be$ A/ Q/ [' O/ W9 [
converted on such Series 19 Conversion Date into an equal number of& n- Q. J# \; g% |
Preferred Shares Series 18. Additionally, if the Bank determines that, after+ p X6 y% l# S2 t4 x2 m5 A
conversion, there would be outstanding on such Series 19 Conversion Date
( B* s/ }# M' [2 [: D- Pless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
+ I: c- s; `8 A$ @3 tSeries 19 will be converted into Preferred Shares Series 18.
) x; }. ?# o& v# f) I+ `4 SVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 r& f( N9 q |) [1 ASeries 19 will not be entitled as such to receive notice of, attend, or vote at,8 \4 S7 |3 f8 `6 ?
any meeting of the shareholders of the Bank unless and until the first time at4 u7 Q, s$ `) ^! a0 {
which the Board of Directors has not declared the whole dividend on the4 |2 l6 Z0 W6 g) ?' b0 \. ^
Preferred Shares Series 19 in any quarter. In that event, subject as
+ \% R$ C2 \7 I% q9 @# d0 W4 hhereinafter provided, the holders of Preferred Shares Series 19 will be. y5 q4 x: g- }: _0 O4 }
entitled to receive notice of, and to attend, meetings of shareholders at which" h" o ?) K1 w% V
directors of the Bank are to be elected and will be entitled to one vote for
; w9 R+ p- `# \5 seach Preferred Share Series 19 held. The voting rights of the holders of the1 P9 q. s0 X8 O4 I& {
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of: A" G% l& a5 A7 T6 ]+ y7 e
the first dividend on the Preferred Shares Series 19 to which the holders are( v! O/ J7 A* g& c1 z% @/ L1 r/ l
entitled thereunder subsequent to the time such voting rights first arose until
& j% W( c% J" Wsuch time as the Bank may again fail to declare the whole dividend on the
9 r( U& c* I- a( T- E' bPreferred Shares Series 19 in respect of any quarter, in which event such
3 o: l0 l O# Y0 Y7 F' c2 Gvoting rights will become effective again and so on from time to time.
; P6 q, o/ I6 vS-6
8 x* m" E6 f. A! g) [% H KPriority: The preferred shares of each series of the Bank will rank on a parity with
) Q& d9 s" {/ F, bevery other series and are entitled to preference over the common shares of' [8 D- `( }& e5 ?
the Bank and over any other shares of the Bank ranking junior to the5 e7 V$ v$ I( B
preferred shares with respect to the payment of dividends and upon any
) X7 f$ R. @8 ^distribution of assets in the event of the liquidation, dissolution or5 p( K' T i7 n3 a+ C5 \) p2 M
winding-up of the Bank.6 g, F0 D2 U, e" L* m* \
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
! {8 X& g9 M" u+ z' W O6 V' pDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
' b6 ]: ]0 t5 F6 k" y" [8 ^9 USeries 18 and Preferred Shares Series 19 will not be required to pay tax on9 ^& F& J0 p3 n* |6 A* ^: ?
dividends received on such shares under Part IV.1 of such Act. |
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