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发表于 2008-11-29 16:58
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下面是BMO的:/ ]1 T+ ?# U2 d, L# m: d0 F1 l
SUMMARY OF THE OFFERING
3 w( k! g3 P; s! {2 Q7 GThis 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’’.* X- J6 s: Q: M- U5 }6 r' y: z
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
/ y$ k! V4 m* B5 RAmount: $150,000,000 (6,000,000 shares).
5 ^9 b; D7 t. | O3 s) jPrice and Yield: $25.00 per share to yield initially 6.50% per annum.' B' ]! Q' O8 A/ j- m
Principal Characteristics of the Preferred Shares Series 18- o. M0 L! z8 D0 O
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed1 \) G6 p5 m% t9 a' ~* X4 c
non-cumulative preferential cash dividends, as and when declared by the
. v k: y7 b+ {2 U* ^# WBoard of Directors, subject to the provisions of the Bank Act, for the initial
/ c! s6 u& i4 A' t+ U$ p$ z" A: P/ ~period commencing on the closing date and ending on and including3 F+ w9 H) R7 B- m
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
3 Z/ i) l8 ]" y6 {8 H6 @* d" Q25th day of February, May, August and November in each year, at a rate
+ \- O( M+ a0 v% Zequal to $0.40625 per share. The initial dividend, if declared, will be payable$ W- o) N; H$ X d( x: T4 u$ i. }
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
& L7 g/ a# L. l3 n$ \ Mdate of December 11, 2008.8 m& }' c: Z0 G
For each five-year period after the Initial Fixed Rate Period (each, a
1 ]& N2 j0 N2 u' n7 g2 ^‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares0 D9 @ v- n2 E6 T
Series 18 will be entitled to receive fixed non-cumulative preferential cash
7 W& t9 Q1 f; I# X" ^ Ldividends, as and when declared by the Board of Directors, subject to the
, F U; v. M" {) B1 ?provisions of the Bank Act, payable quarterly on the 25th day of February,
" r( s6 T4 d' t: P& S7 F4 nMay, August and November in each year, in the amount per share per annum: R8 C2 t, ]8 S. e- r: N* t) Z
determined by multiplying the Annual Fixed Dividend Rate applicable to
7 z! w* n. T+ }% Bsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
. P5 Q& `- t) u' d& xRate for the ensuing Subsequent Fixed Rate Period will be determined by the- g% j4 D/ ]8 o) O5 @- u% R7 `
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
) H }9 D6 O1 F" i5 `- H5 j& jof such Subsequent Fixed Rate Period and will be equal to the sum of the
; e0 d% g5 {7 U8 ^0 S( eGovernment of Canada Yield on the applicable Fixed Rate Calculation Date. H2 L5 y# _6 i) W" o' j4 c
plus 3.83%.
/ x+ A: x8 r7 u/ }If the Board of Directors does not declare a dividend, or any part thereof, on4 F2 [! c y9 J8 L4 ]- f
the Preferred Shares Series 18 on or before the dividend payment date for a
# c# c1 X$ J( s/ m6 jparticular quarter, then the entitlement of the holders of the Preferred- Q) P$ q$ |& u! S& J7 K
Shares Series 18 to receive such dividend, or to any part thereof, for such3 U7 M' Y6 d2 r; n: D5 w
quarter will be forever extinguished.( V, M1 ^. D* ?! L- l4 i& I/ ~( h4 \
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the1 @4 P; g' n+ D1 t: Q
Superintendent and to the provisions described below under ‘‘Details of the0 Z& q, u# Q. _6 _5 } d) C( m
Offering — Certain Provisions of the Preferred Shares Series 18 as a
& m& s3 K @- zSeries — Restrictions on Dividends and Retirement of Shares’’, on) t/ L) z& Y3 t% X$ D
February 25, 2014 and on February 25 every five years thereafter, on not
% n9 k4 R) r8 S" H6 Y' h3 X, h) ^more than 60 nor less than 30 days’ notice, the Bank may redeem all or any7 y. r, W4 z; a# X" q; \( z
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
; e& V1 U% z8 C0 ]1 H, `9 P% fwithout the consent of the holder, by the payment of an amount in cash for
/ P a) P4 o. N! |1 x/ @each such share so redeemed of $25.00 together with all declared and unpaid+ Y% u; C7 S0 n' ?5 v
dividends to the date fixed for redemption.
5 j: p2 e0 b4 y5 i8 X% q6 c1 j0 H1 P$ bConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic" B& D, R' R: \( J
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have! s* x7 n( y- w+ P7 G
the right, at their option, to convert, on February 25, 2014 and on
/ Z b3 H2 p/ t r8 CS-4
1 F: N7 s* ^5 X2 u- n3 aFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
% {# {# Z M9 w0 W) \( T' y1 A$ yor all of their Preferred Shares Series 18 into an equal number of Preferred
& K3 j- `3 J& H: q4 `$ ?; `1 Y- zShares Series 19 upon giving to the Bank notice thereof not earlier than7 i$ H% _8 v1 I- e3 n" c
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
: u% u; d3 D8 ipreceding, a Series 18 Conversion Date.
. H6 i i5 T9 Y6 p3 ~( l7 M3 }Automatic Conversion If the Bank determines, after having taken into account all shares tendered
$ A6 H% |. s& j9 S/ n* H6 `" s' b; vProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
: g; \6 b4 A% ^Series 19, as the case may be, that there would be outstanding on such
9 c5 `. X- k0 qSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
6 h: T& Y a8 ^7 D) wsuch remaining number of Preferred Shares Series 18 will automatically be
( f, h. P* y6 d5 K5 F2 F) Mconverted on such Series 18 Conversion Date into an equal number of) m e& \4 G# C7 V
Preferred Shares Series 19. Additionally, if the Bank determines that, after
5 j2 R4 E% L3 w7 vconversion, there would be outstanding on such Series 18 Conversion Date
8 D2 K4 Z+ L3 f" \less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
5 o5 s$ q0 Y3 L4 [* E' S2 mSeries 18 will be converted into Preferred Shares Series 19.6 ]! \ `$ n: O6 k6 j2 B4 w: n% w9 ~% l
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 D1 J" `6 s7 y1 z% L" rSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
6 {% Y' v6 ~( `& [* r7 p2 Pany meeting of the shareholders of the Bank unless and until the first time at
% x9 a+ D- O8 L5 f, kwhich the Board of Directors has not declared the whole dividend on the( G; @% I$ D _) j5 }2 Q: N
Preferred Shares Series 18 in any quarter. In that event, subject as6 D' I1 [( j* v3 O2 u4 _
hereinafter provided, the holders of Preferred Shares Series 18 will be
( t1 e) `( h2 `entitled to receive notice of, and to attend, meetings of shareholders at which ^) W+ B9 ` q4 U/ t: Z
directors of the Bank are to be elected and will be entitled to one vote for1 O* X( O2 x6 i
each Preferred Share Series 18 held. The voting rights of the holders of the+ W; |( q7 }- l# U! x$ o: o) }
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
% _4 O2 k8 l. Q: A, a( G( T0 a+ x: Othe first dividend on the Preferred Shares Series 18 to which the holders are4 K! n& D/ W9 I7 m( D
entitled thereunder subsequent to the time such voting rights first arose until
8 @7 k7 P0 d+ s8 e7 [such time as the Bank may again fail to declare the whole dividend on the
7 [. I8 d0 y# n4 M7 j: KPreferred Shares Series 18 in respect of any quarter, in which event such
! ?& o7 i! ^, C2 cvoting rights will become effective again and so on from time to time.
& j& H4 L* [4 {. C) s5 z0 q YPrincipal Characteristics of the Preferred Shares Series 19
* U/ ?7 {& ` _( i$ TDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
7 \- q& g! g& r ?' W3 s- ifloating rate non-cumulative preferential cash dividends, as and when
* ?% q! h) I+ L- n7 Q- kdeclared by the Board of Directors, subject to the provisions of the Bank Act,
( ~2 l/ j/ }. ~3 U7 z( @4 ypayable quarterly on the 25th day of February, May, August and November
; ]5 E7 L3 A; y Hin each year, in the amount per share determined by multiplying the. C: N6 d( |4 E( z- I3 l
applicable Quarterly Floating Dividend Rate by $25.00.) u0 h9 ?( x% u+ I: K
On the 30th day prior to the commencement of the initial quarterly dividend: t+ E) w$ k8 @& B& ]8 D
period beginning on February 25, 2014, and on the 30th day prior to the first1 q3 q, z \" |8 V# i2 ?2 K
day of each subsequent quarterly dividend period (the initial quarterly
`. Q" X; w gdividend period and each subsequent quarterly dividend period is referred to
* F5 ?0 ?. G7 i0 Eas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
; n8 ?2 b) d: ?0 J9 a0 B2 FQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate+ h* @# p% v) v* z5 j
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the$ t3 u; Q! V( E7 _9 z$ D
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days2 }5 q/ \. A1 r" v5 m; J
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
- k m1 B; E% d, \determined on the 30th day prior to the first day of the applicable Quarterly8 S( g% o4 v. J: [" f
Floating Rate Period.
& a& T# T. ?# w+ h% }* I! HS-5+ D/ `4 X2 A7 A4 Q- @
If the Board of Directors does not declare a dividend, or any part thereof, on
* @# N8 K, G0 y3 wthe Preferred Shares Series 19 on or before the dividend payment date for a R5 R6 u5 M' X8 ^2 Z0 C3 K: \; K
particular quarter, then the entitlement of the holders of the Preferred1 A8 T Z, [4 j; |1 d) q1 J
Shares Series 19 to receive such dividend, or to any part thereof, for such
, s& B! d# N& H" s* Equarter will be forever extinguished.
3 @% k' d5 [0 W6 m1 |. g- YRedemption: Subject to the provisions of the Bank Act and to the prior consent of the0 b- w5 G* g: k( s4 g
Superintendent and to the provisions described below under the heading1 h& n# {; b+ }0 s
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
( O! o6 |! G, e3 f" p& vSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,' o* l, i- V. O5 f0 `
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
% y4 t! j% x* X- O) Q9 B: k+ Hor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
6 ?: z- _, Z: i$ V6 I& Ooption without the consent of the holder, by the payment of an amount in
8 p1 c+ i$ `1 A% [& r$ Wcash for each such share so redeemed of (i) $25.00 together with all declared
. [' h- C% V! \and unpaid dividends to the date fixed for redemption in the case of4 { W2 A- V0 w- Q9 m, S0 R$ N
redemptions on February 25, 2019 and on February 25 every five years
: t2 k' Z5 w* I' Y0 [4 r& uthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
' Z6 u7 X7 G4 R# x' `the date fixed for redemption in the case of redemptions on any other date
5 \4 u4 u3 E9 e: S9 @! aon or after February 25, 2014.
2 f3 C8 |8 P0 [8 g KConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
% C3 @% R: g2 X6 }' P: TShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
4 v$ H" v4 V: h; e. Wthe right, at their option, to convert, on February 25, 2019 and on
1 R/ z( ]" i- H1 r) }( MFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
, |# b6 `) P y+ x) _or all of their Preferred Shares Series 19 into an equal number of Preferred: A4 E2 N$ {7 b7 a5 ]" }
Shares Series 18 upon giving to the Bank written notice thereof not earlier
% I4 X( Y# o/ P! @2 G# wthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the+ D- q- U1 y2 Z7 B& O! B. g
15th day preceding, a Series 19 Conversion Date.
& t- u3 ~; F6 T+ `" |* }9 B, lAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
6 Q- N% A6 d, K; w' k" WProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
7 g% z7 A2 n1 G* {& YSeries 18, as the case may be, that there would be outstanding on such7 }1 L* n0 }, ^" g# c/ i, F$ d
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
l3 z, K1 q1 r2 _( ^2 r- Msuch remaining number of Preferred Shares Series 19 will automatically be" f/ Z( s1 g5 _7 k( b, L) ^
converted on such Series 19 Conversion Date into an equal number of1 L# W# K! |3 t! n) x
Preferred Shares Series 18. Additionally, if the Bank determines that, after9 |4 C5 {! n( t! F2 g
conversion, there would be outstanding on such Series 19 Conversion Date
3 {& `2 \: j B$ Z3 r, h0 {less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
1 y' M5 J4 G1 _2 i$ d: z" n8 y" B/ KSeries 19 will be converted into Preferred Shares Series 18.
2 ~+ c" ^+ M6 f0 A; T; W& OVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
; X% l7 c# H% o. ~- N. x! fSeries 19 will not be entitled as such to receive notice of, attend, or vote at,9 u8 l) f$ y7 `" W
any meeting of the shareholders of the Bank unless and until the first time at+ q+ r3 r! E/ e) `7 V# l$ ~
which the Board of Directors has not declared the whole dividend on the
2 N/ ?7 E) g$ t! ~4 M JPreferred Shares Series 19 in any quarter. In that event, subject as. J9 J- v* U# [' m$ w# h. s
hereinafter provided, the holders of Preferred Shares Series 19 will be* Y7 }+ e2 J& N) x
entitled to receive notice of, and to attend, meetings of shareholders at which) H' Z: x5 }& s O/ _7 V- N$ p
directors of the Bank are to be elected and will be entitled to one vote for+ s3 M$ Y; {6 o2 j
each Preferred Share Series 19 held. The voting rights of the holders of the
^5 j2 S9 P) S7 W6 n5 VPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
3 ]# r1 d+ @% R# c( C8 ~$ xthe first dividend on the Preferred Shares Series 19 to which the holders are
: `4 ?2 h( c5 U) pentitled thereunder subsequent to the time such voting rights first arose until: Z$ {( N7 [$ g: I; ~: q
such time as the Bank may again fail to declare the whole dividend on the. P+ v9 Y5 D$ Y; _$ {! B
Preferred Shares Series 19 in respect of any quarter, in which event such6 R4 x1 D; _/ R
voting rights will become effective again and so on from time to time.$ W0 s: d+ N% C! T8 n% D
S-6
6 y0 P! W0 p, |/ |Priority: The preferred shares of each series of the Bank will rank on a parity with: F) }1 k9 _# p9 ~: x. o
every other series and are entitled to preference over the common shares of' c! d; ?6 t: v. x1 b
the Bank and over any other shares of the Bank ranking junior to the
% h: G' E) a+ _6 h8 U9 O; fpreferred shares with respect to the payment of dividends and upon any7 C2 k1 \' {7 d
distribution of assets in the event of the liquidation, dissolution or E: r* P: C9 m( `, b0 \0 v1 m9 I0 E
winding-up of the Bank.
8 N$ V- ^* G1 Z) b4 I3 \& [Tax on Preferred Share The Bank will elect, in the manner and within the time provided under; L9 ]. x$ W, S
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
7 V( a' [2 \# Z: aSeries 18 and Preferred Shares Series 19 will not be required to pay tax on! C4 J& ]. B1 l! ?% p4 }! W2 @% i2 i
dividends received on such shares under Part IV.1 of such Act. |
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