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发表于 2008-11-29 16:58
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下面是BMO的:% R6 f0 c9 l: c' s: n
SUMMARY OF THE OFFERING
1 n1 }5 K: G" m! ~" k3 e4 [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’’.' K- e" W6 Y: H+ ~& d
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.! k; G" v0 T {' s5 v2 O
Amount: $150,000,000 (6,000,000 shares).
; c# d0 I5 _3 q# `Price and Yield: $25.00 per share to yield initially 6.50% per annum.6 I7 b" j) [) U7 u1 R) a
Principal Characteristics of the Preferred Shares Series 18 }4 C% l9 O# p3 @ J
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
4 Q( }" i2 o- q: m/ e9 e. r' inon-cumulative preferential cash dividends, as and when declared by the
6 u1 r ^# I9 c5 z8 e2 ^Board of Directors, subject to the provisions of the Bank Act, for the initial+ W- ?8 l E& B
period commencing on the closing date and ending on and including7 Y7 ]6 n& X- c, G
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
6 Y$ ]9 O: q1 Y( {4 b5 c25th day of February, May, August and November in each year, at a rate, _! B! [- a% ^( j
equal to $0.40625 per share. The initial dividend, if declared, will be payable( A+ t2 O% T P: t* l$ V
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
9 ?3 F# n) Q6 Zdate of December 11, 2008.
/ [* D. p) r2 R: @- P# V a' KFor each five-year period after the Initial Fixed Rate Period (each, a+ v& P! s5 ^1 ^, Y
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
: j9 |" q* O7 ~/ {+ lSeries 18 will be entitled to receive fixed non-cumulative preferential cash
6 m7 f1 N4 D! V/ [& fdividends, as and when declared by the Board of Directors, subject to the+ A0 _1 [0 h) d' p7 O6 R- ^" r
provisions of the Bank Act, payable quarterly on the 25th day of February,
+ G) J4 W" W+ _ C& J# N4 }May, August and November in each year, in the amount per share per annum
( ` X+ ^7 R$ C5 Udetermined by multiplying the Annual Fixed Dividend Rate applicable to
; c0 h, v$ z; T6 ~such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
9 b# ?2 c8 A6 T3 W: J6 i7 jRate for the ensuing Subsequent Fixed Rate Period will be determined by the
' q$ ^9 q9 }$ m C2 V0 d0 a; jBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
e7 B8 b6 {- O3 }1 G8 ^of such Subsequent Fixed Rate Period and will be equal to the sum of the
" c5 m. e- u0 r- b. sGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
8 Y: e2 r2 {3 c& i8 p$ vplus 3.83%.
( z1 _& M! O1 h+ q" r" bIf the Board of Directors does not declare a dividend, or any part thereof, on
2 {0 S8 N& d& v6 j( C/ R5 T: Hthe Preferred Shares Series 18 on or before the dividend payment date for a
% \$ |1 F( [9 M$ d! x ]particular quarter, then the entitlement of the holders of the Preferred
+ {& t7 r3 r! y b. T+ q: _9 RShares Series 18 to receive such dividend, or to any part thereof, for such
8 [" F# |) P9 ?* A6 v4 Xquarter will be forever extinguished., c/ y& k2 r [' D3 ~
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
5 J6 M, _6 T0 c% K: O \Superintendent and to the provisions described below under ‘‘Details of the
% ~% f a3 u2 \" Q" o% TOffering — Certain Provisions of the Preferred Shares Series 18 as a
- N/ [5 [5 n* F8 r, n# ^Series — Restrictions on Dividends and Retirement of Shares’’, on
( o0 {, X6 @6 W- @7 ^+ v* aFebruary 25, 2014 and on February 25 every five years thereafter, on not
2 G. H' r& K- g: i/ a: Z: `more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
$ K4 w$ j! R4 y- }/ F( |5 t! }7 K' ?part of the then outstanding Preferred Shares Series 18, at the Bank’s option
) N+ e* l+ C! ^# L" Owithout the consent of the holder, by the payment of an amount in cash for S3 B _0 U% N3 A
each such share so redeemed of $25.00 together with all declared and unpaid- ]: c- J1 y/ q( C" B$ `0 O
dividends to the date fixed for redemption.
: ?6 Q) _) a6 K8 A3 aConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
7 w7 }: } i r6 r* H: WShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
& K2 {6 l3 t: k u0 kthe right, at their option, to convert, on February 25, 2014 and on2 m; l& e- }6 f3 p8 L
S-4
9 Y9 [; o; ^- P: [' xFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
0 F, {4 u# _+ @or all of their Preferred Shares Series 18 into an equal number of Preferred. P) K+ L. h. ?5 E3 Y) M
Shares Series 19 upon giving to the Bank notice thereof not earlier than9 d* ?' |) A6 @) _( t9 J
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day3 d# p1 n, d% b! {/ m6 F
preceding, a Series 18 Conversion Date.4 C/ ?6 u- h+ z* T
Automatic Conversion If the Bank determines, after having taken into account all shares tendered; k) R# I0 {8 j
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares3 k+ f% Q {9 u
Series 19, as the case may be, that there would be outstanding on such J" V" [/ ~- x, q. F! I
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
: [; T' b* Q* n% U" jsuch remaining number of Preferred Shares Series 18 will automatically be
' q- R/ M2 ~9 B6 K( [' F1 Hconverted on such Series 18 Conversion Date into an equal number of: B3 [1 Z& H; G9 v1 D. g
Preferred Shares Series 19. Additionally, if the Bank determines that, after
+ n+ ]: j5 {7 r, Y! B4 i6 w% a1 Gconversion, there would be outstanding on such Series 18 Conversion Date, O! S" H5 c7 x& P# y7 S8 G# q
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
6 m m. J& @1 U. ~* g+ ^Series 18 will be converted into Preferred Shares Series 19., K- O# ^+ x; v0 \7 G
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares# n' R4 l+ `# U. N; d N
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
. l% }6 M5 w2 w; T8 tany meeting of the shareholders of the Bank unless and until the first time at- L2 G0 `3 Q( ` V! ]$ z
which the Board of Directors has not declared the whole dividend on the
+ z X% _+ ?/ K! dPreferred Shares Series 18 in any quarter. In that event, subject as. ^3 N+ g2 M6 T" K
hereinafter provided, the holders of Preferred Shares Series 18 will be% q4 M7 r# B8 n$ W
entitled to receive notice of, and to attend, meetings of shareholders at which7 W. ^+ W1 z6 N* k n- n" [
directors of the Bank are to be elected and will be entitled to one vote for ~- ~* f0 V0 N' p6 c
each Preferred Share Series 18 held. The voting rights of the holders of the* z7 u; y0 E$ |" R) b) ]" y
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
5 ` v. T0 D0 Q% U! |the first dividend on the Preferred Shares Series 18 to which the holders are: _! r- N5 P" E! H
entitled thereunder subsequent to the time such voting rights first arose until
* S0 K+ D8 _. H* [- V9 U1 K3 B& usuch time as the Bank may again fail to declare the whole dividend on the
5 ~" o2 B8 [: t( C$ CPreferred Shares Series 18 in respect of any quarter, in which event such# ~1 m; n( p7 B9 t( ], ]2 o
voting rights will become effective again and so on from time to time.2 ?0 a1 G( |2 z* U5 [" z) u
Principal Characteristics of the Preferred Shares Series 19
; L. U0 N4 l" P' NDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
" ] s3 D9 c7 ^" pfloating rate non-cumulative preferential cash dividends, as and when/ ^" g( X, T9 j! V1 l1 E
declared by the Board of Directors, subject to the provisions of the Bank Act,# R0 t/ ^. c( m% b/ i
payable quarterly on the 25th day of February, May, August and November
9 I8 Y; a3 ~: ]2 m J' Win each year, in the amount per share determined by multiplying the
8 \; h) B* H( }5 N& wapplicable Quarterly Floating Dividend Rate by $25.00.1 o( S3 `- F4 b+ Y& n
On the 30th day prior to the commencement of the initial quarterly dividend; q! [9 e, i/ n0 w2 h7 N6 K2 ?( i
period beginning on February 25, 2014, and on the 30th day prior to the first* ]0 ?5 h) f' J8 h# {; X
day of each subsequent quarterly dividend period (the initial quarterly5 [1 b4 {: f6 A( i$ P9 l ]
dividend period and each subsequent quarterly dividend period is referred to! \* B% Y& n. h* w
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the+ S& F$ h6 }( z* b! ?
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
7 `" ]% e' U8 M8 k- k" ]# IPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the: c% W9 v7 C8 }8 U3 w/ n. S
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days) G' {( [) ?, p, W( V
elapsed in the applicable Quarterly Floating Rate Period divided by 365)! v* L6 s# S: Z# O* k+ i4 I
determined on the 30th day prior to the first day of the applicable Quarterly- {2 a, r/ E- p7 f1 g
Floating Rate Period.9 w# j$ v* k$ y4 S Z: j
S-56 k$ q5 h5 U1 b. y/ S0 |9 n$ y
If the Board of Directors does not declare a dividend, or any part thereof, on6 z, {0 e- a" u5 H( u% a
the Preferred Shares Series 19 on or before the dividend payment date for a
& d$ Y0 p% l/ d8 e* x0 x! l+ fparticular quarter, then the entitlement of the holders of the Preferred
: Y. p% h$ Z: f6 \Shares Series 19 to receive such dividend, or to any part thereof, for such" d& R- n$ H4 ~% N$ L( S) P
quarter will be forever extinguished.# F6 Z9 H) h; D7 \/ C
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
) }) E* l7 J% o' l _Superintendent and to the provisions described below under the heading
# D" E. J6 y. C T6 v0 r‘‘Details of the Offering — Certain Provisions of the Preferred Shares
+ r; S$ _) U+ r/ u4 RSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,. X- d4 a" @1 R' b* a( c8 u
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
( n8 ^# F9 A% W! `: Jor any part of the then outstanding Preferred Shares Series 19, at the Bank’s4 r8 o/ l2 ~6 U9 s' \6 p9 d
option without the consent of the holder, by the payment of an amount in
" p% Z' Q& M, Q: ], |! {cash for each such share so redeemed of (i) $25.00 together with all declared+ M* t5 ]2 r( z- I7 i3 x
and unpaid dividends to the date fixed for redemption in the case of
9 Y& f% B! f/ s: ?; `4 v' O, ^8 ?redemptions on February 25, 2019 and on February 25 every five years6 Q/ }& B% W! O2 z/ q
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to% F1 J# ~2 M: \ c
the date fixed for redemption in the case of redemptions on any other date8 l" V7 u5 U; r ]) z
on or after February 25, 2014.
! ?6 Q r0 ?: H9 D, _Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
' V3 j" _, t8 D9 ~Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have, \/ t9 d" X8 G! y$ P3 K
the right, at their option, to convert, on February 25, 2019 and on+ R* g, |0 U3 @
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any: A q+ U, c3 F- `+ s2 M- F
or all of their Preferred Shares Series 19 into an equal number of Preferred+ k) V# w, B$ ~" p, c+ B+ j
Shares Series 18 upon giving to the Bank written notice thereof not earlier, b2 b- q* j1 h- T4 O
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the4 w" n/ ?" t" H V- j# T7 P9 L
15th day preceding, a Series 19 Conversion Date.
- M$ b( D: h8 c. D/ h5 l7 ^Automatic Conversion If the Bank determines, after having taken into account all shares tendered
5 P' S) ^9 g9 [Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares# N8 ?# J# [" b, K0 `9 ^) Q
Series 18, as the case may be, that there would be outstanding on such
# a/ }# t1 f3 y3 ^Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,& b6 E, j+ S' Q$ q8 v n$ |5 h& {
such remaining number of Preferred Shares Series 19 will automatically be0 U( R$ p6 P2 j* o
converted on such Series 19 Conversion Date into an equal number of
" y0 c2 y/ W$ I) C1 IPreferred Shares Series 18. Additionally, if the Bank determines that, after ?3 m. v2 E5 ?7 j: H* G2 Q
conversion, there would be outstanding on such Series 19 Conversion Date e+ \/ M- ^5 @8 D2 u
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares: O. O/ J; z6 ^- T6 t# }9 x5 l, x* w
Series 19 will be converted into Preferred Shares Series 18.7 t+ z, C9 \) ?
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
, Y8 }( ~; I3 {! p* hSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
1 E: o) `! r7 U3 L4 ~any meeting of the shareholders of the Bank unless and until the first time at; E9 M" R% y$ H" l' o
which the Board of Directors has not declared the whole dividend on the6 P: y$ B* d& b( e# G
Preferred Shares Series 19 in any quarter. In that event, subject as
/ V' }% Q4 L( i! `$ N& M. V6 c7 ohereinafter provided, the holders of Preferred Shares Series 19 will be
, m2 o8 e( j% C1 K1 X+ ?# _entitled to receive notice of, and to attend, meetings of shareholders at which
6 e" ^9 w. A" k# w L! Mdirectors of the Bank are to be elected and will be entitled to one vote for
1 K* g8 m q# H, g+ Veach Preferred Share Series 19 held. The voting rights of the holders of the, M% ~- U w% R. ~6 F; a. K
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of) v( s5 V& k0 R- @7 }6 |/ J
the first dividend on the Preferred Shares Series 19 to which the holders are
+ ]1 N$ q% G f+ ~! E g# z2 @1 E3 _entitled thereunder subsequent to the time such voting rights first arose until* g: k# _& o. J$ U
such time as the Bank may again fail to declare the whole dividend on the \" N0 e2 q# L9 v$ [
Preferred Shares Series 19 in respect of any quarter, in which event such* o n1 ^- q0 T( ?) _
voting rights will become effective again and so on from time to time.
, l# R `: R) X9 P: B8 j, XS-6
- q g0 `1 g2 S8 W4 l) Z+ q/ `5 xPriority: The preferred shares of each series of the Bank will rank on a parity with
2 X) N F, X1 D, Kevery other series and are entitled to preference over the common shares of
; E5 X4 @9 ^% F+ j- x1 c% ^* Fthe Bank and over any other shares of the Bank ranking junior to the7 C/ [2 p0 V1 l+ ?
preferred shares with respect to the payment of dividends and upon any
5 O& o5 r B- K4 Bdistribution of assets in the event of the liquidation, dissolution or
6 d; j: m6 |( v/ Q3 M Ewinding-up of the Bank.
6 {# E0 G# }+ z% c. S7 sTax on Preferred Share The Bank will elect, in the manner and within the time provided under
; f0 |7 M3 D- QDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
" y( u9 a+ n8 a" M7 QSeries 18 and Preferred Shares Series 19 will not be required to pay tax on3 t( E! q, N9 R2 J U
dividends received on such shares under Part IV.1 of such Act. |
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