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发表于 2008-11-29 16:58
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下面是BMO的:! N' F5 ?9 w8 o d' K$ p, o7 z$ b
SUMMARY OF THE OFFERING+ N9 m1 ^$ ^" W |8 `! e: 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’’.
?6 M' N3 ?: k8 q$ ^Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.& _" y4 D: S0 q- @
Amount: $150,000,000 (6,000,000 shares).- X, _5 l% |$ j- Q
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
! _/ I% i, s" B% L( h4 x' j5 mPrincipal Characteristics of the Preferred Shares Series 18% V0 Q9 D* _! x; N4 G( t
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed$ |* y+ F9 f# a7 m4 E9 m
non-cumulative preferential cash dividends, as and when declared by the) u* f4 t6 Y5 c% t# y
Board of Directors, subject to the provisions of the Bank Act, for the initial! C4 }, ^, O* R& _
period commencing on the closing date and ending on and including
7 l, F2 ]0 [1 n. SFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the2 S* }. j+ L7 O9 d1 v
25th day of February, May, August and November in each year, at a rate
0 R J/ W$ M C4 Eequal to $0.40625 per share. The initial dividend, if declared, will be payable
0 ~; v; W2 B& U! F QMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing( z0 m- j. H* b) @" A
date of December 11, 2008.
! d Z+ U Z! V. i2 y; F/ C" yFor each five-year period after the Initial Fixed Rate Period (each, a0 X x% t X1 i6 u, ~" @8 \
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares# W) k7 _- |. f9 V9 _, h
Series 18 will be entitled to receive fixed non-cumulative preferential cash0 G% z! k/ a5 D; `
dividends, as and when declared by the Board of Directors, subject to the$ U6 n7 t( j+ \! X3 l+ C
provisions of the Bank Act, payable quarterly on the 25th day of February,5 {* O" V6 }7 C3 @. U; \1 v
May, August and November in each year, in the amount per share per annum
1 [# @3 F/ R6 d; T/ _5 P, Zdetermined by multiplying the Annual Fixed Dividend Rate applicable to
' ^* p' ~) C7 gsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend- x& o: @) ~, B
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
8 k$ x M0 X( P) J+ W6 uBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
3 y2 V& k% ?8 G* a/ a' [& gof such Subsequent Fixed Rate Period and will be equal to the sum of the' J# g B1 @+ U
Government of Canada Yield on the applicable Fixed Rate Calculation Date
% ^9 S; E- u0 W" p8 Lplus 3.83%.0 |1 V- f/ L- k; t. D
If the Board of Directors does not declare a dividend, or any part thereof, on# ]7 x, s5 X5 G, ~! D7 R, ^+ j2 A
the Preferred Shares Series 18 on or before the dividend payment date for a- G1 K# z# {5 b2 c
particular quarter, then the entitlement of the holders of the Preferred/ _- ^3 e) T. \$ a; m0 d
Shares Series 18 to receive such dividend, or to any part thereof, for such
7 G, |4 k2 D$ c+ M0 o$ n$ w- v7 `quarter will be forever extinguished.
6 O7 Q% \0 U: U- n, F/ mRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
5 i8 N! d; o9 q3 X1 F! w! PSuperintendent and to the provisions described below under ‘‘Details of the: W4 j! f7 ?$ a: `
Offering — Certain Provisions of the Preferred Shares Series 18 as a" q P* J* }6 z% ^# A1 ~: \
Series — Restrictions on Dividends and Retirement of Shares’’, on7 V- f% H5 E/ q1 |+ H
February 25, 2014 and on February 25 every five years thereafter, on not
`; D4 a/ M4 C( L# [more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
% l" r6 f* |/ K* l! apart of the then outstanding Preferred Shares Series 18, at the Bank’s option
! c2 ~1 J$ n2 U& k) f2 g" ~without the consent of the holder, by the payment of an amount in cash for, q- o) K# Y/ R) O' B$ O4 Q9 ^( e
each such share so redeemed of $25.00 together with all declared and unpaid
% r! K1 g4 ^, C8 w8 n0 qdividends to the date fixed for redemption.( A! n0 @9 A' q" j b L/ ^
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic4 C, T( c/ ?$ R; ?) D# E
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have7 p4 j/ Z1 d- ~. z, [
the right, at their option, to convert, on February 25, 2014 and on
, }: }$ T2 |# j+ N0 w6 L* wS-44 v. ^, ^/ E1 M0 q* `
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any' a$ P% M( {1 K0 b* K: U
or all of their Preferred Shares Series 18 into an equal number of Preferred' F1 P1 k s2 [6 c
Shares Series 19 upon giving to the Bank notice thereof not earlier than
6 B$ k6 q0 |1 r8 S% k- B30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day( [5 k% O$ ~3 U9 d8 {9 L8 F
preceding, a Series 18 Conversion Date.
3 {1 A3 b# z. s# @8 ?Automatic Conversion If the Bank determines, after having taken into account all shares tendered
9 V0 z$ {, ?! N) H" e q6 pProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
$ ^$ z k6 `" o( Z8 h4 `Series 19, as the case may be, that there would be outstanding on such
3 z2 L. n* a$ mSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
% |0 y* k$ I9 }" K5 usuch remaining number of Preferred Shares Series 18 will automatically be
* O: h* H5 g( Z$ Q" Q* E* econverted on such Series 18 Conversion Date into an equal number of
* a5 ?; ?7 o9 B( X5 `7 r$ lPreferred Shares Series 19. Additionally, if the Bank determines that, after3 \$ \* r. L, v" t& ^9 F) `! s
conversion, there would be outstanding on such Series 18 Conversion Date% y# Q0 T6 j4 U/ W9 u# x8 T" ]
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
+ M4 `. }. `* y2 @& bSeries 18 will be converted into Preferred Shares Series 19.2 N; t$ D$ ?- a6 t9 A& z5 z
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares) v8 c( W! }6 f; p3 S
Series 18 will not be entitled as such to receive notice of, attend, or vote at,' A0 D* q7 G% Z( T
any meeting of the shareholders of the Bank unless and until the first time at
/ {: d+ Z0 f/ }; |1 Ewhich the Board of Directors has not declared the whole dividend on the
' B7 K( F b' k* ~: SPreferred Shares Series 18 in any quarter. In that event, subject as1 ?: x$ D: K+ t
hereinafter provided, the holders of Preferred Shares Series 18 will be# i' B- N: h( O J% \: W
entitled to receive notice of, and to attend, meetings of shareholders at which
! t" _* @% o O3 Z; Edirectors of the Bank are to be elected and will be entitled to one vote for8 ~( m- g* d3 j) m0 T8 Y5 w# y% u
each Preferred Share Series 18 held. The voting rights of the holders of the2 T4 x9 }* H& V; L; e! u; O
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
% I; J I/ H9 }$ d5 r9 p8 Fthe first dividend on the Preferred Shares Series 18 to which the holders are
; N( E' v9 M8 m6 k7 O4 Zentitled thereunder subsequent to the time such voting rights first arose until0 L' M# C* C% a$ k$ g# W2 r
such time as the Bank may again fail to declare the whole dividend on the! j7 ^5 ]% S# y1 ?, j }( L
Preferred Shares Series 18 in respect of any quarter, in which event such$ F: z G) ^2 k+ q; Z y: b; \! K
voting rights will become effective again and so on from time to time.
1 a+ k6 Q6 n5 y. U/ jPrincipal Characteristics of the Preferred Shares Series 19
1 i0 n9 @1 s$ F ]$ t% JDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
9 ?; M4 H/ d* l0 v$ K) Rfloating rate non-cumulative preferential cash dividends, as and when
! z; a5 n0 J' K5 P) Xdeclared by the Board of Directors, subject to the provisions of the Bank Act,
1 }/ W+ H( ], G0 a7 apayable quarterly on the 25th day of February, May, August and November
7 B; h$ z7 Z" A& ]4 G$ g7 |9 n$ Z6 A5 min each year, in the amount per share determined by multiplying the7 p6 Z- E, o% ^! l( Z( U& ?7 [: A
applicable Quarterly Floating Dividend Rate by $25.00.
, j6 a2 v% v; F" ROn the 30th day prior to the commencement of the initial quarterly dividend6 B( m% P" O1 U; {
period beginning on February 25, 2014, and on the 30th day prior to the first
, V/ J; x) G7 \: h0 vday of each subsequent quarterly dividend period (the initial quarterly
6 `: p9 K0 V, y# v* edividend period and each subsequent quarterly dividend period is referred to0 |" r, O, u8 u( [
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the8 g. b* ?8 r; Y3 U: r
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate8 K% V( Z M% x" W! a
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the% W8 ?; M6 g D9 K9 x9 r6 t, A
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
' L) i3 ~% Q5 m. G2 E; nelapsed in the applicable Quarterly Floating Rate Period divided by 365)
, n( q7 n) w5 w- Q0 @4 }determined on the 30th day prior to the first day of the applicable Quarterly
+ r7 g6 x* G5 s+ M0 i/ oFloating Rate Period.. B: X/ B( @$ M) |2 I2 S/ B
S-5( e+ J$ ~- m/ F
If the Board of Directors does not declare a dividend, or any part thereof, on
! \5 r% N X6 c$ W pthe Preferred Shares Series 19 on or before the dividend payment date for a2 p* x, p9 U0 x" E w+ p
particular quarter, then the entitlement of the holders of the Preferred
6 M8 p) @- U9 P& Y0 OShares Series 19 to receive such dividend, or to any part thereof, for such7 I0 f* a0 i/ @$ {% E) Z2 X
quarter will be forever extinguished.
$ S6 b( F7 V$ w0 J: u3 A7 M* |Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
1 _+ N1 c; B( I5 A3 c2 TSuperintendent and to the provisions described below under the heading
; k; e+ Y" \- m g" B‘‘Details of the Offering — Certain Provisions of the Preferred Shares
0 \/ Q: l7 z. }( NSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,1 u8 C& y, n2 W8 U
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all5 S& ~) z( ]/ m, k4 P
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s4 H4 g9 E1 O2 P# |2 t: m" n
option without the consent of the holder, by the payment of an amount in
$ G; e9 k& s4 B* k/ ]cash for each such share so redeemed of (i) $25.00 together with all declared* d6 H3 Z! C" y$ v1 s
and unpaid dividends to the date fixed for redemption in the case of
4 r& Q' a. e: N4 F( D6 credemptions on February 25, 2019 and on February 25 every five years
. B$ E8 D* r4 y) j* Pthereafter, or (ii) $25.50 together with all declared and unpaid dividends to) R( o9 {. C, w
the date fixed for redemption in the case of redemptions on any other date
, C, }' ^; @5 kon or after February 25, 2014.% ~. E) y! {# E6 |2 M: J8 A
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic9 N; Z; {- T& J1 E [+ a; K# C
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
+ g0 w1 i$ \, i7 @( l9 k. |: hthe right, at their option, to convert, on February 25, 2019 and on
% E# ]. c+ I+ H P5 yFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any# r; f2 g! _0 K7 M/ \1 {
or all of their Preferred Shares Series 19 into an equal number of Preferred* h8 v _5 x2 o, w- @
Shares Series 18 upon giving to the Bank written notice thereof not earlier
, H1 T1 l/ S0 I; M3 S/ Athan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
, }6 s. ]6 P F" N. g15th day preceding, a Series 19 Conversion Date.# [ S( z0 V* z/ R2 V
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
1 g% v; }+ Q8 Q# f) n, Y& [Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
" {) @! ]. P/ Z, C2 D" s" F7 qSeries 18, as the case may be, that there would be outstanding on such
& B$ ]* k% r% Z% KSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
$ _% W4 _# @. n! r* Xsuch remaining number of Preferred Shares Series 19 will automatically be
+ `- G% T3 [' [6 aconverted on such Series 19 Conversion Date into an equal number of
; z' B3 r3 ]7 v% r2 ?2 JPreferred Shares Series 18. Additionally, if the Bank determines that, after
0 j* x9 c" r9 E( ]0 yconversion, there would be outstanding on such Series 19 Conversion Date
. g5 O7 B* P& p8 Eless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
6 s+ p! S4 e' NSeries 19 will be converted into Preferred Shares Series 18.
( C' i9 N' r$ s0 jVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
- g4 b7 G* P$ l2 Y# A$ xSeries 19 will not be entitled as such to receive notice of, attend, or vote at,) w$ n- x8 O6 x( V3 n1 Z* g$ ^9 r2 \
any meeting of the shareholders of the Bank unless and until the first time at, y1 k6 `0 d2 _6 X% ~, O) M! G
which the Board of Directors has not declared the whole dividend on the1 W2 w$ ~/ N- ^, d& X
Preferred Shares Series 19 in any quarter. In that event, subject as
7 r0 o1 t7 O7 E+ E' O! nhereinafter provided, the holders of Preferred Shares Series 19 will be& E6 l; l$ K% e/ N9 n9 y
entitled to receive notice of, and to attend, meetings of shareholders at which7 C; Q: R% Q# C5 I8 M
directors of the Bank are to be elected and will be entitled to one vote for
+ J& e! P! Z- Q3 oeach Preferred Share Series 19 held. The voting rights of the holders of the
' u; u' o3 K a' T7 DPreferred Shares Series 19 will forthwith cease upon payment by the Bank of, ]. \* P, @! }* J% G; W
the first dividend on the Preferred Shares Series 19 to which the holders are! Y ]$ ^# |5 O2 b0 q- ]
entitled thereunder subsequent to the time such voting rights first arose until- V; J4 @- E) `/ w1 ]
such time as the Bank may again fail to declare the whole dividend on the% G* j: o7 c2 r, ?$ g! S
Preferred Shares Series 19 in respect of any quarter, in which event such
7 w& W! E; y& D; h+ K; yvoting rights will become effective again and so on from time to time. a; q/ f* B1 R( _7 \: X& ~" T
S-69 @& U) S: A+ v }4 C; g+ e
Priority: The preferred shares of each series of the Bank will rank on a parity with! N' F' @1 D6 t, O. i
every other series and are entitled to preference over the common shares of
6 V' q4 A: h5 O9 T3 k4 E# D! O" Bthe Bank and over any other shares of the Bank ranking junior to the
1 }' f; X- G4 \2 W, Zpreferred shares with respect to the payment of dividends and upon any
$ P, S, M+ ?, Q3 [/ l9 C( Bdistribution of assets in the event of the liquidation, dissolution or' C" X4 p, b5 g+ i% c0 q: N" V$ T v
winding-up of the Bank.
6 x- F) V* S, Y& nTax on Preferred Share The Bank will elect, in the manner and within the time provided under
1 |. {6 E0 k! e5 I) H4 Y6 {9 GDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
Z! r/ R# m3 {% T3 [; P DSeries 18 and Preferred Shares Series 19 will not be required to pay tax on/ W+ |- ?7 D9 \
dividends received on such shares under Part IV.1 of such Act. |
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