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发表于 2008-11-29 16:58
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下面是BMO的:/ |% G; J9 ?! A
SUMMARY OF THE OFFERING
1 ~ l& A( J G1 lThis 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 T& R; D* f) U( ]+ g) Z8 O' T
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18. M% j% \) d5 n2 l# G
Amount: $150,000,000 (6,000,000 shares).
; B4 P4 R) g4 t5 c( a4 DPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
9 D- ~; B' g4 u" L+ b/ u1 y( JPrincipal Characteristics of the Preferred Shares Series 18
+ b+ |. e5 T2 c/ u" j; u$ ]Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed: k6 w, u7 j# v, m: U
non-cumulative preferential cash dividends, as and when declared by the
# O& J4 x9 Y2 V6 C: g( V( G' lBoard of Directors, subject to the provisions of the Bank Act, for the initial& i2 `' w) G! z& X' v
period commencing on the closing date and ending on and including! \; J8 `; Q' x) x$ u7 O) E2 g0 S
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
' b4 [( H; P; T! M25th day of February, May, August and November in each year, at a rate7 \ }& g4 f! o( Y/ O( @# }! N
equal to $0.40625 per share. The initial dividend, if declared, will be payable
0 m7 B2 W+ v0 X3 D( p2 AMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing: m8 d( f, O( q3 h1 _3 ]
date of December 11, 2008.8 I; [6 [; J6 G) S: b
For each five-year period after the Initial Fixed Rate Period (each, a; x4 Z+ f) x$ a# |
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares7 J6 a3 O& h& v9 Z
Series 18 will be entitled to receive fixed non-cumulative preferential cash
5 l0 V) _2 u3 Kdividends, as and when declared by the Board of Directors, subject to the
, o. V' B1 v, X7 gprovisions of the Bank Act, payable quarterly on the 25th day of February,
! x& `3 I- T3 L0 @4 qMay, August and November in each year, in the amount per share per annum
) k9 _4 X5 n9 adetermined by multiplying the Annual Fixed Dividend Rate applicable to3 T7 Q8 x5 i, R! e7 ~4 i- Y- b
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
9 A1 L& S l! H/ tRate for the ensuing Subsequent Fixed Rate Period will be determined by the
7 W$ w" R ^ pBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day9 K1 t8 I1 E% Q8 R& R1 `/ s0 c
of such Subsequent Fixed Rate Period and will be equal to the sum of the
1 a, h' F! A7 k1 _! N0 p$ c7 L2 J( NGovernment of Canada Yield on the applicable Fixed Rate Calculation Date* a0 ^. q. p* D2 y2 a/ T; I0 n
plus 3.83%.
3 p/ r' h; X6 y c) BIf the Board of Directors does not declare a dividend, or any part thereof, on- h; i% w1 g, d: ~7 y
the Preferred Shares Series 18 on or before the dividend payment date for a- D9 J# e7 o4 j# \4 L* s! }% [
particular quarter, then the entitlement of the holders of the Preferred+ m# i/ B; X. G& A) m5 p
Shares Series 18 to receive such dividend, or to any part thereof, for such
, q, w3 ~. o8 Q* p& Equarter will be forever extinguished./ W+ s# z2 I8 e9 h
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
6 ~& q- m: E, T R. X2 ]4 k( RSuperintendent and to the provisions described below under ‘‘Details of the
% z% |2 \2 Z V$ m# m( }Offering — Certain Provisions of the Preferred Shares Series 18 as a
0 u, v* K. ~9 t% HSeries — Restrictions on Dividends and Retirement of Shares’’, on: {8 _6 i: o, k8 ^+ M
February 25, 2014 and on February 25 every five years thereafter, on not7 K( i% ]" u# U( J) R/ Q
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
" b u4 b9 G/ f3 d8 spart of the then outstanding Preferred Shares Series 18, at the Bank’s option7 h7 J' O0 o' R: ~% [# L1 Z
without the consent of the holder, by the payment of an amount in cash for
3 o+ ^' ~, J4 _3 Y) }( leach such share so redeemed of $25.00 together with all declared and unpaid: ?8 m: X4 f' c( \1 T/ H! T- _ j) O6 F
dividends to the date fixed for redemption.) ~8 F' k$ T: F# s0 a9 K, A/ T( q( H" d
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
4 n* i2 }6 h6 }: ?8 w* jShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have6 G! [: ^# N/ Z
the right, at their option, to convert, on February 25, 2014 and on
- Y8 {" m8 ^6 I" t* y/ E7 FS-4& r' e5 E+ h1 ~' l
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
& M1 c# X3 k% e$ a! y* Yor all of their Preferred Shares Series 18 into an equal number of Preferred
- U# F3 C% w) x |( i8 k. UShares Series 19 upon giving to the Bank notice thereof not earlier than
+ Z0 t: i0 j" P+ V5 u3 Z4 f% f% t30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day4 w! J: B) l/ R7 r
preceding, a Series 18 Conversion Date./ H. n- n; U8 s/ v3 x! g
Automatic Conversion If the Bank determines, after having taken into account all shares tendered5 f* H% M2 ]1 n
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares }/ P9 r9 M+ e0 Z. d
Series 19, as the case may be, that there would be outstanding on such
f, w. m7 c( b/ r/ E, E8 OSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
8 F, X e; o' R) {such remaining number of Preferred Shares Series 18 will automatically be. G( r% q; u; O* a
converted on such Series 18 Conversion Date into an equal number of9 P4 ~8 p- N9 t
Preferred Shares Series 19. Additionally, if the Bank determines that, after
2 O9 J8 J8 m" L9 j( jconversion, there would be outstanding on such Series 18 Conversion Date
1 `: ^. D! g' h9 O9 C+ xless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
% {$ y& A0 J1 G7 w T g4 SSeries 18 will be converted into Preferred Shares Series 19.5 ` j4 m7 E& g
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares7 l) @' B1 L$ l7 B
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
% r( P8 \. D: I& w N) j, iany meeting of the shareholders of the Bank unless and until the first time at
( ~, K& \% L0 H3 E/ Q6 G X8 Rwhich the Board of Directors has not declared the whole dividend on the
8 O( t" P' T0 ]) ]$ D# aPreferred Shares Series 18 in any quarter. In that event, subject as* x4 U- E: q- Z( O* ~) g( r( J# u
hereinafter provided, the holders of Preferred Shares Series 18 will be1 C0 `3 ?/ z6 l
entitled to receive notice of, and to attend, meetings of shareholders at which$ @5 s1 ?- m( R3 |. T& |5 g
directors of the Bank are to be elected and will be entitled to one vote for
6 Y, w% S8 F" |& Heach Preferred Share Series 18 held. The voting rights of the holders of the
8 h' N1 f3 s; v0 v% c1 [& |. E# dPreferred Shares Series 18 will forthwith cease upon payment by the Bank of. _& e+ J: C5 O: U
the first dividend on the Preferred Shares Series 18 to which the holders are {8 Z) E6 E: s# D' T* e" H2 r
entitled thereunder subsequent to the time such voting rights first arose until
+ q- N& K1 H1 E8 b* y+ L6 r( S; @such time as the Bank may again fail to declare the whole dividend on the
& a. F% I/ r' t; UPreferred Shares Series 18 in respect of any quarter, in which event such! l* K/ G' V* k) ?
voting rights will become effective again and so on from time to time.
/ C1 {+ T- I# _3 F, lPrincipal Characteristics of the Preferred Shares Series 19* l0 @) G6 R, }# u1 q9 Q
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
% B) P6 L' Y) x! O% T1 Ifloating rate non-cumulative preferential cash dividends, as and when
- k& X! r) \# h6 Vdeclared by the Board of Directors, subject to the provisions of the Bank Act,! X5 A6 w; j! k7 f Z! @
payable quarterly on the 25th day of February, May, August and November, P% w( [$ j; {
in each year, in the amount per share determined by multiplying the( u. M1 a5 i3 t- s- J
applicable Quarterly Floating Dividend Rate by $25.00.7 p4 H6 a$ `% S& u1 s) c4 W. f
On the 30th day prior to the commencement of the initial quarterly dividend
" |# |( X9 X% g( C9 D( D, q- I kperiod beginning on February 25, 2014, and on the 30th day prior to the first2 J/ X# X/ b9 M1 L) ^$ a4 l
day of each subsequent quarterly dividend period (the initial quarterly
9 x! y4 l9 b8 Gdividend period and each subsequent quarterly dividend period is referred to
7 p, D$ v. p- n- C% ras a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
1 @+ U1 p' C$ W' n' o, b7 Y6 v7 b/ ZQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate" |3 t' [- F2 l: v$ T& s) w
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the, I# U# }" z, u. P/ ~$ {$ i' \
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days2 Z0 R) I" [" P! O1 |+ E
elapsed in the applicable Quarterly Floating Rate Period divided by 365)( _$ X$ p: p4 C6 {
determined on the 30th day prior to the first day of the applicable Quarterly5 r& {" K2 u/ H5 r# Z6 I
Floating Rate Period.# n! Q( O% n' T0 K" O# v6 ?* d
S-5
. M% y5 G0 V {! B; `# ?If the Board of Directors does not declare a dividend, or any part thereof, on
! u1 n- B- G) n" Sthe Preferred Shares Series 19 on or before the dividend payment date for a! }7 h4 }$ K0 I
particular quarter, then the entitlement of the holders of the Preferred
5 f! |& @$ r5 `% E& E; l" l1 X. ^; pShares Series 19 to receive such dividend, or to any part thereof, for such
' S. d2 u8 [ f$ Y" lquarter will be forever extinguished.3 K# x0 v$ N2 E$ v* ?; {
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
" r( B+ x' l* @4 ]5 T1 E+ NSuperintendent and to the provisions described below under the heading
0 l( ]: z6 S4 Z! B2 _‘‘Details of the Offering — Certain Provisions of the Preferred Shares
P3 Q0 N- X, e( I8 d; j0 Z, U( s& y: MSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
0 \0 P# @! w% y) B, Ion not more than 60 nor less than 30 days’ notice, the Bank may redeem all A9 Z; |2 U6 D) g0 ]
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
$ _2 x0 Z% O: ?- C5 }9 U3 noption without the consent of the holder, by the payment of an amount in/ o) C( |- o% f# U9 ?
cash for each such share so redeemed of (i) $25.00 together with all declared
e' _- O! Y0 h5 Q1 i- P3 Nand unpaid dividends to the date fixed for redemption in the case of$ k _" Y7 I1 A3 C+ `6 p
redemptions on February 25, 2019 and on February 25 every five years
$ F; y- w" K2 B7 g7 k7 J! s/ rthereafter, or (ii) $25.50 together with all declared and unpaid dividends to5 z" ]: M' [" b2 i4 b' ~
the date fixed for redemption in the case of redemptions on any other date& c2 Y( G4 l- H {
on or after February 25, 2014.; M( Z' r6 q! m% h7 x2 c" }3 }
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic+ j% }1 Q- P$ {1 M) d p% n& @' u$ G
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
( R! p- c+ t4 n$ ythe right, at their option, to convert, on February 25, 2019 and on* A" c: v8 h b Y5 ?
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any9 _' t* c; D1 [; j7 w- x% V
or all of their Preferred Shares Series 19 into an equal number of Preferred+ u* [5 u E4 Q* n: E
Shares Series 18 upon giving to the Bank written notice thereof not earlier
' S) K( G* F2 F6 \than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
, U: e7 M% j+ X* M15th day preceding, a Series 19 Conversion Date. F# A0 Q2 c; S+ P
Automatic Conversion If the Bank determines, after having taken into account all shares tendered- j% F1 o$ @# I' S% ]" x% l6 w" b
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares* i$ H `/ `: `% P2 {3 a
Series 18, as the case may be, that there would be outstanding on such
9 Z# K( j& M0 |: d8 n+ sSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
" w1 F. f6 U+ M- f9 d; c( Isuch remaining number of Preferred Shares Series 19 will automatically be
1 h3 \7 ?& p5 Zconverted on such Series 19 Conversion Date into an equal number of! |' X; J4 @; j* `% m9 w' J
Preferred Shares Series 18. Additionally, if the Bank determines that, after4 M) G( f: A0 j- M$ M; ]
conversion, there would be outstanding on such Series 19 Conversion Date! m# j/ k9 z, f6 a. ]7 d+ b/ {
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares3 Y0 {" L1 j9 J- L& a! Y" n+ {! Y
Series 19 will be converted into Preferred Shares Series 18.
$ K/ [4 }# a# P& w8 aVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
4 y; R1 g# x2 u7 m$ C! T& m. b% [Series 19 will not be entitled as such to receive notice of, attend, or vote at,
9 b7 [. Y7 ~3 h6 Y+ zany meeting of the shareholders of the Bank unless and until the first time at0 P P$ V/ ?" X B1 T
which the Board of Directors has not declared the whole dividend on the
" B% V& @1 ?( {$ g% zPreferred Shares Series 19 in any quarter. In that event, subject as' x; r! S% r4 c
hereinafter provided, the holders of Preferred Shares Series 19 will be
2 U1 S* X, Y% a% h/ k- \; sentitled to receive notice of, and to attend, meetings of shareholders at which0 `/ h- }9 [2 j9 p3 h
directors of the Bank are to be elected and will be entitled to one vote for& D7 A- t9 @+ e
each Preferred Share Series 19 held. The voting rights of the holders of the
% r/ A/ Y* y) e/ RPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
/ B7 ]8 Y7 s: ?$ p3 V Pthe first dividend on the Preferred Shares Series 19 to which the holders are
J7 K' O# K7 pentitled thereunder subsequent to the time such voting rights first arose until
/ S1 r, j) L. V9 i2 Lsuch time as the Bank may again fail to declare the whole dividend on the2 c; m1 ?# t6 O3 L' t {
Preferred Shares Series 19 in respect of any quarter, in which event such' l" j7 {9 z% N B# H) m8 p/ m! W
voting rights will become effective again and so on from time to time.& P- u* N( u; V. X
S-6
6 V4 H& z6 N2 H& [. }9 DPriority: The preferred shares of each series of the Bank will rank on a parity with
; G- y8 g1 v- L) h" x" yevery other series and are entitled to preference over the common shares of
) Q" i3 g! O# F1 J- H mthe Bank and over any other shares of the Bank ranking junior to the! U. |8 Z: u! v* V$ k6 d
preferred shares with respect to the payment of dividends and upon any0 @* d/ t- d3 ]( l0 F
distribution of assets in the event of the liquidation, dissolution or$ b% `" h: @$ r) Z6 N
winding-up of the Bank.2 h& r1 s% q1 u; a+ E; ]2 k+ D
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under* s4 w$ Z3 `0 U9 l0 q: j1 c: G. T
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
5 g+ Y7 C, e9 M* N$ h9 PSeries 18 and Preferred Shares Series 19 will not be required to pay tax on6 }4 z' \( I) C) K/ { ]5 C. j
dividends received on such shares under Part IV.1 of such Act. |
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