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发表于 2008-11-29 16:58
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下面是BMO的:! t( X- Y9 P9 V, A. M
SUMMARY OF THE OFFERING
3 X/ V; l1 q) K& m. o7 sThis 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’’.
" ^0 G7 L% K( z# F. U% g0 D3 \Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.! K+ N, F* d e& W" m8 q3 v
Amount: $150,000,000 (6,000,000 shares).
* |7 a! r! b. ?' g4 DPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
! o9 d! @5 U$ v2 ~; sPrincipal Characteristics of the Preferred Shares Series 182 V: Q) G" H; \1 K9 _
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed5 l- s9 `5 c6 z3 L- W
non-cumulative preferential cash dividends, as and when declared by the
/ I, c. f0 @( o8 E; X/ XBoard of Directors, subject to the provisions of the Bank Act, for the initial# I# M8 F( N9 R1 {) Z* y% {% n
period commencing on the closing date and ending on and including
0 M) \) V; D3 q" I% \February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the+ N1 O+ w, y$ }4 y
25th day of February, May, August and November in each year, at a rate$ H0 d( X' G! h* y7 B: n4 R* T
equal to $0.40625 per share. The initial dividend, if declared, will be payable
7 j7 F: ~7 y# l* \% aMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
D3 J' @4 b3 tdate of December 11, 2008.! e2 }1 D( ~2 v5 j
For each five-year period after the Initial Fixed Rate Period (each, a$ I' P: j4 ^7 i+ }: V( y& _+ u
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares; P# l2 i j7 T( V& [
Series 18 will be entitled to receive fixed non-cumulative preferential cash& r' h6 E. j, l7 q- z; k* h3 E D
dividends, as and when declared by the Board of Directors, subject to the1 J0 J& `! I6 `& T; Y8 @0 V
provisions of the Bank Act, payable quarterly on the 25th day of February,
3 l' F* m. p: F, _7 ^+ y$ w2 eMay, August and November in each year, in the amount per share per annum
: K0 d" V& c$ @, idetermined by multiplying the Annual Fixed Dividend Rate applicable to
3 @& P, ?/ O- R6 s! d+ f3 `such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend5 B. a1 e, P$ M M; ^1 o6 U; R5 r
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
3 b e) _. ?$ F9 ^8 oBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day7 n. A7 p, ~1 n9 M! }
of such Subsequent Fixed Rate Period and will be equal to the sum of the8 T+ z0 I# H& R% ]& R% B d/ W
Government of Canada Yield on the applicable Fixed Rate Calculation Date
. I- Y, f- O! a, Y) m4 Tplus 3.83%.- ?7 O# f& r5 B7 s8 [3 l
If the Board of Directors does not declare a dividend, or any part thereof, on0 |+ f9 R, R4 ^6 N
the Preferred Shares Series 18 on or before the dividend payment date for a* k5 y% m* l* y& n
particular quarter, then the entitlement of the holders of the Preferred4 s9 [, r5 d$ l- u, \# Y3 p
Shares Series 18 to receive such dividend, or to any part thereof, for such
: h( G. x1 R$ ]4 J5 e, G' Y, T rquarter will be forever extinguished.
/ g/ A; `9 i* _9 S# Q% NRedemption: Subject to the provisions of the Bank Act and to the prior consent of the$ A( v$ f. R# W& a" }+ R- t( @
Superintendent and to the provisions described below under ‘‘Details of the' m' _1 u+ G( k8 e; y& h
Offering — Certain Provisions of the Preferred Shares Series 18 as a
# e6 H" K4 G0 d# F+ F+ \) S- kSeries — Restrictions on Dividends and Retirement of Shares’’, on4 c* D' L, }3 K( Y; K. ^
February 25, 2014 and on February 25 every five years thereafter, on not% I$ X$ P5 F$ i% J$ f
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any: m2 H7 G- P7 j+ {7 J2 b
part of the then outstanding Preferred Shares Series 18, at the Bank’s option* {+ O+ B j. `' g
without the consent of the holder, by the payment of an amount in cash for
5 m1 V- ]: M$ A& R! @each such share so redeemed of $25.00 together with all declared and unpaid
# R+ z' u9 x. x1 o5 y+ xdividends to the date fixed for redemption.
& \: s; q8 D/ X5 Q; VConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic5 E% o @* @2 r5 ?' a, M
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have9 ^2 k7 K0 h# Z; P
the right, at their option, to convert, on February 25, 2014 and on
2 M* n- _5 h, _S-4
$ n/ f1 m; B. c$ {( F, \6 a+ \7 RFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any3 {# ?. X* {3 |- ? x5 G h
or all of their Preferred Shares Series 18 into an equal number of Preferred; f8 n2 \: S$ q4 t1 E6 x1 _
Shares Series 19 upon giving to the Bank notice thereof not earlier than
' k/ P7 t% ^2 g: Q' B30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
3 T1 Y8 P. b2 m. q( k' Tpreceding, a Series 18 Conversion Date.9 ]8 F! b$ ?4 B+ v q
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
" w; q$ j* T; E# e3 J0 ^) [7 d Z- ^" zProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares* O- B% W/ ~( t$ P% o3 a
Series 19, as the case may be, that there would be outstanding on such
2 Y4 ?0 v) [& s3 a0 U# k. PSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,9 b' E! U' a6 w1 R" {7 R' `
such remaining number of Preferred Shares Series 18 will automatically be
K& }4 B' b2 [/ ]converted on such Series 18 Conversion Date into an equal number of' g$ f6 c$ ^! h; b
Preferred Shares Series 19. Additionally, if the Bank determines that, after
6 G% U3 }' G1 l; n2 `; q* \5 J9 vconversion, there would be outstanding on such Series 18 Conversion Date
9 C+ \# Q, h; @: |. `) [) lless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
- F! q% N" g( R- I/ P3 I9 N" RSeries 18 will be converted into Preferred Shares Series 19.* s! |$ Y( |! u3 e8 \- q% q
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
! y. ]( k' e% z4 `# [/ p9 ESeries 18 will not be entitled as such to receive notice of, attend, or vote at,
% E2 [. Z, b- _any meeting of the shareholders of the Bank unless and until the first time at6 c; D: x+ _0 h( _$ e
which the Board of Directors has not declared the whole dividend on the, I+ W5 m! }# f! ~& B( ~
Preferred Shares Series 18 in any quarter. In that event, subject as
2 I& w; s1 G$ O ~& s5 Bhereinafter provided, the holders of Preferred Shares Series 18 will be
! x1 j* A- n, F8 l# q, B" Mentitled to receive notice of, and to attend, meetings of shareholders at which
6 r( B, l2 m! r. adirectors of the Bank are to be elected and will be entitled to one vote for
( b; h m% W- _) c/ L* Weach Preferred Share Series 18 held. The voting rights of the holders of the r7 b4 l0 ]/ w$ ~! j+ w
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of# O, p. J, z9 D' b X) E- J
the first dividend on the Preferred Shares Series 18 to which the holders are
$ Q8 m$ i" V% _entitled thereunder subsequent to the time such voting rights first arose until1 z( O& X* c% ~* g( y7 v" b: k- X
such time as the Bank may again fail to declare the whole dividend on the& u& |0 d: {! p9 l: r; F4 ^
Preferred Shares Series 18 in respect of any quarter, in which event such
, }+ L4 ^+ f/ j+ k$ Nvoting rights will become effective again and so on from time to time.
0 X) \: Y. l0 l- q# `0 j+ XPrincipal Characteristics of the Preferred Shares Series 19
: b9 Z! V- C5 g) [% x4 U2 ZDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
' z; Y/ }. G: p" a- ^floating rate non-cumulative preferential cash dividends, as and when( }9 c0 S9 ]: R' @ T
declared by the Board of Directors, subject to the provisions of the Bank Act,
% @% V: U9 h& ]! ~0 o+ fpayable quarterly on the 25th day of February, May, August and November0 g9 `) U9 h$ {- Q1 D$ i7 c. O
in each year, in the amount per share determined by multiplying the8 t0 V4 c0 r* C7 r: }0 X
applicable Quarterly Floating Dividend Rate by $25.00.7 V& j1 n5 G$ n2 T& g8 l
On the 30th day prior to the commencement of the initial quarterly dividend2 P7 X T0 X0 L8 c
period beginning on February 25, 2014, and on the 30th day prior to the first
5 B" V' ?* g( J2 @# dday of each subsequent quarterly dividend period (the initial quarterly r/ u8 H3 x. ^% I3 ?
dividend period and each subsequent quarterly dividend period is referred to& h9 a5 r7 \2 g) N
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the/ o( M3 } y( n, Z& N( \$ A
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
! Y5 f" B- f9 a6 |- |Period. The Quarterly Floating Dividend Rate will be equal to the sum of the; n, v& Q' M1 M( U3 p- {+ ~0 Q
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days- h, S' y! t( S/ l% W1 ~0 L0 u- z
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
/ K8 Q& P4 n* N2 S% {8 Mdetermined on the 30th day prior to the first day of the applicable Quarterly9 Y/ Z2 w! {2 ^3 q: q
Floating Rate Period.
; m: K6 ?' I. i0 @- b; [S-5* d$ A. M; X6 d7 U* A: U
If the Board of Directors does not declare a dividend, or any part thereof, on
( ^# b v- y; R+ pthe Preferred Shares Series 19 on or before the dividend payment date for a
+ O" m9 t, O6 W8 g( sparticular quarter, then the entitlement of the holders of the Preferred3 {/ b/ h6 e, _3 v
Shares Series 19 to receive such dividend, or to any part thereof, for such
o9 X: n7 R3 V& Mquarter will be forever extinguished.% b9 e3 y9 i6 O; o! @: `2 q7 C7 `
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
% U" u8 I$ }& k) ^Superintendent and to the provisions described below under the heading/ z$ d/ |4 o/ f; q4 G$ L; P6 _
‘‘Details of the Offering — Certain Provisions of the Preferred Shares/ v( e# A# L& s$ r/ o" @3 K9 L- }
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
8 D0 W4 i O- X7 Oon not more than 60 nor less than 30 days’ notice, the Bank may redeem all0 `) C( \( j3 m) t7 b; Q
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s$ I4 ?0 E8 \3 I/ D! u( d1 r
option without the consent of the holder, by the payment of an amount in1 R8 E, {+ D0 o6 p; R2 y
cash for each such share so redeemed of (i) $25.00 together with all declared% H4 W: g. Z- B. O6 d9 }
and unpaid dividends to the date fixed for redemption in the case of6 Z0 b$ n! q1 G, D% Y, U
redemptions on February 25, 2019 and on February 25 every five years
F" c/ j8 Y5 Jthereafter, or (ii) $25.50 together with all declared and unpaid dividends to. Q% K: N1 S) x1 L
the date fixed for redemption in the case of redemptions on any other date
# A# [ z2 z' z' ~- N2 E8 Zon or after February 25, 2014.4 w% N B1 k# x( H7 |* _" @# d, ~
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
% a: m+ V/ b4 t! ~: S8 q: C) l, W2 ?Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
& k5 {1 G. L0 Kthe right, at their option, to convert, on February 25, 2019 and on
' u2 w$ a! | I- @# l: H+ R. IFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
* c5 c9 o7 v. w; u. i8 O* eor all of their Preferred Shares Series 19 into an equal number of Preferred
! I I- [ C8 N5 A0 J4 f& eShares Series 18 upon giving to the Bank written notice thereof not earlier
4 l5 x8 B" q0 {: E9 Wthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the" q. N* \/ V0 \$ N1 @' K7 f
15th day preceding, a Series 19 Conversion Date.' S; K. r+ v% r# n# _
Automatic Conversion If the Bank determines, after having taken into account all shares tendered- X0 `1 i' b- a, x) {" a/ j" m
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares0 F( H% Q/ H# \( ]
Series 18, as the case may be, that there would be outstanding on such2 u! x8 J* P' `. F5 ^9 e
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,, X# n0 c- Y) r& U
such remaining number of Preferred Shares Series 19 will automatically be8 _. I- {% O+ }5 \. m2 N
converted on such Series 19 Conversion Date into an equal number of+ w9 A$ A- L- m( ~) K0 m
Preferred Shares Series 18. Additionally, if the Bank determines that, after
% T9 z- P4 m" t$ P9 g) t. Sconversion, there would be outstanding on such Series 19 Conversion Date! ?& k& A! U9 }- y% H/ N
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares) G0 v$ {4 I* j6 f9 D% M
Series 19 will be converted into Preferred Shares Series 18.1 z6 l; G" K7 t2 M- [/ ?
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares4 x$ u+ q6 M& Y4 Q
Series 19 will not be entitled as such to receive notice of, attend, or vote at,2 U" d, ^4 x# d$ C
any meeting of the shareholders of the Bank unless and until the first time at+ y0 x1 u+ F( d/ N( N
which the Board of Directors has not declared the whole dividend on the ~0 T8 d- B* d
Preferred Shares Series 19 in any quarter. In that event, subject as* M3 K: X) E6 _' J% S
hereinafter provided, the holders of Preferred Shares Series 19 will be+ s: ] @ i+ n
entitled to receive notice of, and to attend, meetings of shareholders at which7 X! T+ N2 k4 b
directors of the Bank are to be elected and will be entitled to one vote for& Y" |/ X4 `1 B8 k1 b+ n
each Preferred Share Series 19 held. The voting rights of the holders of the6 c' r' p4 I6 R% k
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
5 e8 x3 ^9 H( dthe first dividend on the Preferred Shares Series 19 to which the holders are
; H' H+ Y" H! Dentitled thereunder subsequent to the time such voting rights first arose until
$ G* | q1 F/ y: m4 gsuch time as the Bank may again fail to declare the whole dividend on the
9 H6 H% B C. r$ JPreferred Shares Series 19 in respect of any quarter, in which event such! @$ `/ O5 Y4 T3 ]9 M' f9 U) `
voting rights will become effective again and so on from time to time.1 l% n4 f4 l. e$ R, P; k
S-6
* ]) }7 F+ Y6 T& C4 ]Priority: The preferred shares of each series of the Bank will rank on a parity with
& T; J1 O: z) t8 I$ y8 f$ aevery other series and are entitled to preference over the common shares of
4 \2 ~- Z5 w$ z8 [& Ethe Bank and over any other shares of the Bank ranking junior to the
$ {3 c! M9 }( Dpreferred shares with respect to the payment of dividends and upon any) v4 | t6 X$ j! Q5 ~
distribution of assets in the event of the liquidation, dissolution or) T; H$ n# Q/ h! ]7 i
winding-up of the Bank.
- G; L6 ~& G7 s! C3 n2 D$ [6 jTax on Preferred Share The Bank will elect, in the manner and within the time provided under
' ^4 s- I4 S* B; D4 ~4 i+ W) sDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
8 @$ k1 J$ |' w5 H( t1 W9 @Series 18 and Preferred Shares Series 19 will not be required to pay tax on
1 X) n: a8 w I& k$ Vdividends received on such shares under Part IV.1 of such Act. |
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