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发表于 2008-11-29 16:58
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下面是BMO的:
; [; }1 U) P4 d) A5 sSUMMARY OF THE OFFERING
( @; F1 T3 v \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’’.3 ~. H7 ~; \7 j( N
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
( k# x6 ?4 @! m L0 V8 }Amount: $150,000,000 (6,000,000 shares).
7 |6 B% ^/ ?8 iPrice and Yield: $25.00 per share to yield initially 6.50% per annum.' }1 M+ j, i# V5 H7 x& D
Principal Characteristics of the Preferred Shares Series 18% k6 r9 l3 v& G7 d/ F
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed) J8 ~ C j! M7 ?
non-cumulative preferential cash dividends, as and when declared by the7 f) n+ W: Q- d2 B
Board of Directors, subject to the provisions of the Bank Act, for the initial6 @2 M, ?. K5 l" W
period commencing on the closing date and ending on and including7 E6 h. C5 r( C! c7 \& G: t6 C
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
{! c, N. s& d9 q25th day of February, May, August and November in each year, at a rate/ X. l0 o4 _/ W7 ]
equal to $0.40625 per share. The initial dividend, if declared, will be payable( `# G) y( A4 V$ \. S
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing. |+ t* S# c+ {9 Y; e
date of December 11, 2008.
! a( @$ I f' r1 T! @5 J8 ?- @ T7 HFor each five-year period after the Initial Fixed Rate Period (each, a
/ O, G8 c. ~4 O! M. G9 Y- h‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
7 B S' m2 w2 J3 s& b$ OSeries 18 will be entitled to receive fixed non-cumulative preferential cash
* d3 W+ m- g, Bdividends, as and when declared by the Board of Directors, subject to the" ~' X& e, j- s7 r4 ~5 I: z
provisions of the Bank Act, payable quarterly on the 25th day of February,
! e! t2 w7 r' ^7 Z- {$ s0 \May, August and November in each year, in the amount per share per annum
$ u% A9 Q8 E! u/ hdetermined by multiplying the Annual Fixed Dividend Rate applicable to
$ m# [9 _- L D" O$ `such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend8 `0 w6 M: J# `% E6 @/ h
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
# w) X/ _1 ~8 G X7 @( _Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
" l _* @/ ~. v* }; Wof such Subsequent Fixed Rate Period and will be equal to the sum of the
* N! ^( E- `3 L: Y Q* OGovernment of Canada Yield on the applicable Fixed Rate Calculation Date8 b. N+ V) i& A& ~
plus 3.83%." g7 {4 r6 M/ \, H
If the Board of Directors does not declare a dividend, or any part thereof, on) }% V) S7 d, Z) l x
the Preferred Shares Series 18 on or before the dividend payment date for a
9 X0 `: {8 @' @' R/ v$ j) ~particular quarter, then the entitlement of the holders of the Preferred
- p5 u9 e8 ?; `5 R( BShares Series 18 to receive such dividend, or to any part thereof, for such, v6 x" ]. f: T, G+ c! ~" p
quarter will be forever extinguished.
+ a9 b: h3 U$ ERedemption: Subject to the provisions of the Bank Act and to the prior consent of the# E" l; I( b! a* J0 [! z
Superintendent and to the provisions described below under ‘‘Details of the8 c5 ]2 X& s" @/ h/ ?. f
Offering — Certain Provisions of the Preferred Shares Series 18 as a
. l( }, Y5 G1 `/ J1 F: n- ?Series — Restrictions on Dividends and Retirement of Shares’’, on# C5 ?4 h# V( ?" G
February 25, 2014 and on February 25 every five years thereafter, on not
* Y) _- O7 E V! B7 h& Ymore than 60 nor less than 30 days’ notice, the Bank may redeem all or any `8 `: W8 i* j& j* H
part of the then outstanding Preferred Shares Series 18, at the Bank’s option: w9 c) s9 p7 M/ {. l8 q* p( Y7 _
without the consent of the holder, by the payment of an amount in cash for2 W m1 p8 ~2 {3 @$ D- {
each such share so redeemed of $25.00 together with all declared and unpaid
( R0 v) c. C# [" A* w4 ~dividends to the date fixed for redemption.
8 l2 n6 r4 f% V1 H, t( |Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic$ \% i. E" V+ h$ \$ j
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have0 q" B9 a/ G4 I: b
the right, at their option, to convert, on February 25, 2014 and on9 b+ }, ~, \; `# @
S-40 {1 j# [: ]; `" D1 I
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any6 D( r2 O2 u6 R' Y* [
or all of their Preferred Shares Series 18 into an equal number of Preferred% {- r( }2 t$ e5 S; s; @
Shares Series 19 upon giving to the Bank notice thereof not earlier than
~# W" Q! j; c- u% W. {30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
5 W8 I; C/ E5 k) Zpreceding, a Series 18 Conversion Date.1 r" v# i$ o2 b/ b; G
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
! j( P) p. o/ L7 oProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
- k4 ^+ f0 M" _* G0 N( YSeries 19, as the case may be, that there would be outstanding on such
+ N: c0 F/ w7 f6 o# C, BSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,9 }( j: |3 [: X: [, q
such remaining number of Preferred Shares Series 18 will automatically be
9 q6 u$ g A" M5 q1 t6 ?# P7 Qconverted on such Series 18 Conversion Date into an equal number of% k# q! |& F1 ?( x
Preferred Shares Series 19. Additionally, if the Bank determines that, after
$ c0 y7 C3 d1 s. p6 C( jconversion, there would be outstanding on such Series 18 Conversion Date
# H. a) m7 t5 h+ j; s/ E+ J9 wless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares2 |! I+ b" `+ R% }; u
Series 18 will be converted into Preferred Shares Series 19.
9 T* T7 A' F, m- P8 N1 ~- y0 VVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares! h4 T9 E2 n$ u
Series 18 will not be entitled as such to receive notice of, attend, or vote at," m$ D' B0 B; \3 G+ s
any meeting of the shareholders of the Bank unless and until the first time at7 m+ `! q U+ {$ @
which the Board of Directors has not declared the whole dividend on the
+ O! H$ W* Q7 O7 X K$ tPreferred Shares Series 18 in any quarter. In that event, subject as8 h$ A0 U7 g( L; a+ \0 }
hereinafter provided, the holders of Preferred Shares Series 18 will be
9 K1 ?) B i ]; B6 J& s2 H Nentitled to receive notice of, and to attend, meetings of shareholders at which: l. q* s# e) ]' ^
directors of the Bank are to be elected and will be entitled to one vote for' i2 @( k8 W" E5 ]
each Preferred Share Series 18 held. The voting rights of the holders of the# @! `1 o1 E% o$ L5 a
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of7 Q7 F% G; F& `9 f
the first dividend on the Preferred Shares Series 18 to which the holders are
5 s X6 R4 z; |% o! O$ s) Mentitled thereunder subsequent to the time such voting rights first arose until
. q( s# v3 T5 l) Isuch time as the Bank may again fail to declare the whole dividend on the
- I- R: n# v- ~Preferred Shares Series 18 in respect of any quarter, in which event such' i$ Q+ ~# [/ f4 m5 O
voting rights will become effective again and so on from time to time.* `' k! g: Y: ]7 h4 C& V5 f
Principal Characteristics of the Preferred Shares Series 19) p+ i: o4 ?( k* T) ]
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
) R. b1 a3 C& Pfloating rate non-cumulative preferential cash dividends, as and when5 f# e6 s7 F& y2 h4 O$ c
declared by the Board of Directors, subject to the provisions of the Bank Act,; |5 N9 D" b! L" H9 n- R
payable quarterly on the 25th day of February, May, August and November
4 X: q" r c5 v4 _" o/ Gin each year, in the amount per share determined by multiplying the
# Q7 i |) R) C$ @' E/ Z$ happlicable Quarterly Floating Dividend Rate by $25.00.- J4 v8 g3 l" u( g7 r
On the 30th day prior to the commencement of the initial quarterly dividend+ [ c: h7 c {5 b# g H9 G& ~# _
period beginning on February 25, 2014, and on the 30th day prior to the first1 i1 Z7 b, k* P& Y8 {4 @: w# E
day of each subsequent quarterly dividend period (the initial quarterly( s9 p. H- d' P! H) n E/ o
dividend period and each subsequent quarterly dividend period is referred to9 y6 F$ ?. ^4 O: H* z c$ @
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
0 X; B/ r% M/ B! y3 M. P6 ^0 t" ]6 Q$ ^Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
9 Q3 ?) X) B) n8 L4 ^$ HPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the3 o3 R0 o Z" U1 ^; p' a9 y* v
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days8 A1 J) D X; c1 w: E( m* M/ i# _; t) w
elapsed in the applicable Quarterly Floating Rate Period divided by 365)- Q, m4 T9 G5 s: t* c) \
determined on the 30th day prior to the first day of the applicable Quarterly
* Y8 O) u8 }4 I- f3 C, @- }5 B# U! ZFloating Rate Period.: |( s2 H# [3 j7 S' Q& C6 b" B
S-5, d+ i5 g) P- x# R& R0 ?& p: F( O
If the Board of Directors does not declare a dividend, or any part thereof, on
1 G0 n9 P1 h& l* B/ ?- Jthe Preferred Shares Series 19 on or before the dividend payment date for a
: j4 }3 D9 x* G' I5 H7 cparticular quarter, then the entitlement of the holders of the Preferred# O4 i0 [9 t' P5 i4 I5 c1 ^" E0 k2 {/ R
Shares Series 19 to receive such dividend, or to any part thereof, for such
8 {3 o4 }! I% i& g8 Q# Xquarter will be forever extinguished.
* Z3 [2 l/ ^0 T0 { R3 KRedemption: Subject to the provisions of the Bank Act and to the prior consent of the+ X, ?. J0 H% n, G# D% y
Superintendent and to the provisions described below under the heading
: [% S7 Z9 `. b3 u( Z+ J! n‘‘Details of the Offering — Certain Provisions of the Preferred Shares
- `8 {9 T4 S9 m7 z, P# aSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’, T5 Z7 y4 P0 G" Q$ C3 V
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all! l4 x) l# s+ H/ U- }3 o
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
8 A2 \4 c# g- I0 ?% `; woption without the consent of the holder, by the payment of an amount in# g7 h8 p- b: f$ S2 V+ d
cash for each such share so redeemed of (i) $25.00 together with all declared
. m A/ `: ^4 S" |) l$ u3 R1 X& T+ Oand unpaid dividends to the date fixed for redemption in the case of+ g V* N$ A( b- q6 k' _0 w" H
redemptions on February 25, 2019 and on February 25 every five years
7 g4 b) B, T3 e) m6 p( v" wthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
; ^; F" V6 [" j7 c; Z$ u' E" R/ [" Kthe date fixed for redemption in the case of redemptions on any other date1 M, |! t0 @2 B; b4 f5 {' ~5 `
on or after February 25, 2014.
$ }; _6 \0 F0 K& k9 E6 P- yConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
7 ?0 `6 H0 _4 G+ j* SShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have: M" b, ?1 F o6 n% P/ g/ I6 V
the right, at their option, to convert, on February 25, 2019 and on
6 |9 u. @5 B, o# c3 |February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
' X$ ~0 @' X* aor all of their Preferred Shares Series 19 into an equal number of Preferred
' p% i3 g6 q7 c0 mShares Series 18 upon giving to the Bank written notice thereof not earlier9 e3 b" C7 [8 k/ q" X }
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
* k3 C- F6 c0 }15th day preceding, a Series 19 Conversion Date.
/ q; G7 r& K9 DAutomatic Conversion If the Bank determines, after having taken into account all shares tendered1 _; H# e+ I3 I( ]
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares9 _8 i- P8 o- i& R$ U
Series 18, as the case may be, that there would be outstanding on such6 O/ o/ q }* h, [0 a" s- Q+ Q
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
3 D6 L- W+ \3 j2 C; csuch remaining number of Preferred Shares Series 19 will automatically be5 O) n7 c8 G" E; J2 w$ k- M
converted on such Series 19 Conversion Date into an equal number of( z/ \5 l) M/ j+ }* T
Preferred Shares Series 18. Additionally, if the Bank determines that, after* x# _7 Y9 w" k* B; w8 i
conversion, there would be outstanding on such Series 19 Conversion Date
4 D0 E% D0 o2 Y4 P5 Fless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
. S1 [ U' u& [5 t4 s1 JSeries 19 will be converted into Preferred Shares Series 18.
, Z3 \. Q+ c" YVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
- j* a* p8 y* p$ o: D; zSeries 19 will not be entitled as such to receive notice of, attend, or vote at,5 x1 a" r- S$ r
any meeting of the shareholders of the Bank unless and until the first time at7 u0 M% s: Y0 u) m( K" _5 K8 U: _
which the Board of Directors has not declared the whole dividend on the" g3 F+ ?. b2 T+ u
Preferred Shares Series 19 in any quarter. In that event, subject as
6 R% t7 f: g6 \1 J6 Shereinafter provided, the holders of Preferred Shares Series 19 will be3 m1 e6 U( H* g' S; D* Z
entitled to receive notice of, and to attend, meetings of shareholders at which
O7 c6 v: `2 u' q* Vdirectors of the Bank are to be elected and will be entitled to one vote for
; \/ }) R" W! \7 @, t6 p; Keach Preferred Share Series 19 held. The voting rights of the holders of the: p' l) I2 y w- F" e
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of" g( { v& o2 g
the first dividend on the Preferred Shares Series 19 to which the holders are0 w6 s H; q% V4 |5 C0 n* ]" \
entitled thereunder subsequent to the time such voting rights first arose until7 i& M. H2 [8 `9 u* c
such time as the Bank may again fail to declare the whole dividend on the
) W8 R" Z5 ^7 xPreferred Shares Series 19 in respect of any quarter, in which event such. w, T( x! A8 i% n; M# V* g
voting rights will become effective again and so on from time to time.
( q0 z1 E" c* h& AS-6
5 V. a: g" W, L( f0 p1 G* sPriority: The preferred shares of each series of the Bank will rank on a parity with: ^8 V$ c ~) D' _( p
every other series and are entitled to preference over the common shares of
/ B" Y! L# p- m7 b5 @the Bank and over any other shares of the Bank ranking junior to the Z/ J+ L! N0 [: m8 b3 k7 N- h
preferred shares with respect to the payment of dividends and upon any
0 ~; @ ]7 v/ F7 ]- }# a, g8 g! S. _distribution of assets in the event of the liquidation, dissolution or7 A/ x, n6 I4 h$ k$ w7 G
winding-up of the Bank.
! P% c# L: M a' A) S5 sTax on Preferred Share The Bank will elect, in the manner and within the time provided under. j J, X& M6 Y6 m! [ R
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares( w% k: W/ f/ B% J* O& c( I) J
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
+ \" O+ i0 x3 K, M* ~) Ydividends received on such shares under Part IV.1 of such Act. |
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