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发表于 2008-11-29 16:58
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下面是BMO的:$ _% f. P. n" \) w$ g# m
SUMMARY OF THE OFFERING6 {: M; V; u5 G$ P" ]
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’’.% U- g8 P1 U: {7 s; x1 b" b
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
3 j! D7 Q; {- G8 Z& O: M8 C$ ~* F! |Amount: $150,000,000 (6,000,000 shares).
- t6 Z0 M$ Y9 f0 X* }Price and Yield: $25.00 per share to yield initially 6.50% per annum.
0 z7 E: a7 a) z% @Principal Characteristics of the Preferred Shares Series 18
) O) x) Y2 o, [/ `0 X, B! F/ FDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed) O' `# x0 o0 N( k3 `
non-cumulative preferential cash dividends, as and when declared by the
# r8 n; L+ V4 ]+ ~2 F6 T h$ MBoard of Directors, subject to the provisions of the Bank Act, for the initial2 p/ ?( v5 h* B+ s( v( r8 }# i
period commencing on the closing date and ending on and including7 ]+ ?1 x E! y' c& G8 o: q) D8 k1 M
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the2 J6 R6 d# \' r: V: b
25th day of February, May, August and November in each year, at a rate. V4 x6 }4 \+ k3 D" X1 ^
equal to $0.40625 per share. The initial dividend, if declared, will be payable
+ a4 \! @5 S$ G6 a9 mMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing& e' A( F/ @3 p$ \# ?; ^
date of December 11, 2008.
7 B; }% c5 S! N6 Y* K8 b( zFor each five-year period after the Initial Fixed Rate Period (each, a
2 j6 Q @: z' Q# Q+ C‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
5 F$ L! a6 Q, D# n8 m9 a8 qSeries 18 will be entitled to receive fixed non-cumulative preferential cash
6 b8 p4 _; \- w5 S. ldividends, as and when declared by the Board of Directors, subject to the: `# d, \& X# e
provisions of the Bank Act, payable quarterly on the 25th day of February,' y( o7 q/ S, S- F. I
May, August and November in each year, in the amount per share per annum
8 z L8 u$ H" V1 x* ]' sdetermined by multiplying the Annual Fixed Dividend Rate applicable to
8 n5 T; g; n5 i0 vsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
5 F$ ^' N; [% g6 T. q3 @Rate for the ensuing Subsequent Fixed Rate Period will be determined by the' E" e0 ?" h6 Q7 |% f
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day" d0 i$ m, V1 o0 d
of such Subsequent Fixed Rate Period and will be equal to the sum of the
% e" J( h4 u, _8 ]Government of Canada Yield on the applicable Fixed Rate Calculation Date6 M& y6 G; K8 ]8 D! n" `2 V
plus 3.83%.
e: C* I+ \5 r$ ^! u& P# qIf the Board of Directors does not declare a dividend, or any part thereof, on
{1 U/ m }. r9 ~ q% _) Z/ athe Preferred Shares Series 18 on or before the dividend payment date for a
$ j* W2 Y) ]$ p- b1 l% ^particular quarter, then the entitlement of the holders of the Preferred8 A2 v7 L5 N5 C F4 e
Shares Series 18 to receive such dividend, or to any part thereof, for such
1 l, u& X" @7 R) Cquarter will be forever extinguished.
$ H% W: b; x7 eRedemption: Subject to the provisions of the Bank Act and to the prior consent of the/ \5 ?& v5 L e. C s
Superintendent and to the provisions described below under ‘‘Details of the
9 ^. \( u/ c& pOffering — Certain Provisions of the Preferred Shares Series 18 as a! D( g# r a$ ? T8 |5 \' j
Series — Restrictions on Dividends and Retirement of Shares’’, on
! A) E# }( w# [8 z+ B# {3 VFebruary 25, 2014 and on February 25 every five years thereafter, on not
- v- A* L3 W: Z4 a2 \& g3 L0 wmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
3 j, d. z8 C0 ]" ~$ O4 npart of the then outstanding Preferred Shares Series 18, at the Bank’s option7 Y7 T" @- ]) E& o1 Y
without the consent of the holder, by the payment of an amount in cash for
! r, L; Q9 d8 k! @( _each such share so redeemed of $25.00 together with all declared and unpaid
( x" d7 y3 w/ D3 S) k& B' g& jdividends to the date fixed for redemption.
1 f# }; O8 i; U$ R: U( @) v$ x5 uConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
+ D/ H# ~* y+ {5 p1 R7 y0 U% A4 c, @+ J2 |Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
. g* s, @% B" J5 K3 fthe right, at their option, to convert, on February 25, 2014 and on
+ }" t8 o8 T2 p" Q# sS-43 \% B) w; m( k M# C, ~' D3 J3 P' C
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
) D+ F4 C9 b0 Xor all of their Preferred Shares Series 18 into an equal number of Preferred
$ d( g7 H8 Q' a) C) p# }Shares Series 19 upon giving to the Bank notice thereof not earlier than$ E M+ B, S# a4 w: j, J6 p( z
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day; T+ X1 j. I, F1 c- E3 s( _
preceding, a Series 18 Conversion Date.
8 o+ @4 E! g- v2 T& N/ |Automatic Conversion If the Bank determines, after having taken into account all shares tendered2 |4 ? o1 y/ [3 k' y0 e# ~: Y9 ?
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares5 _- R, @% A3 t2 v, x; X
Series 19, as the case may be, that there would be outstanding on such
3 O- ]! h1 x2 j5 ^+ |$ v9 [: @Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
+ W4 d4 ?! v6 h/ H/ E! @/ dsuch remaining number of Preferred Shares Series 18 will automatically be
|2 J2 j5 D) B3 a6 a+ L1 n" e) dconverted on such Series 18 Conversion Date into an equal number of
% Y- m w& H0 Y% H# | W: f/ FPreferred Shares Series 19. Additionally, if the Bank determines that, after
) x& _" w" o# u" s+ X; oconversion, there would be outstanding on such Series 18 Conversion Date4 r+ i1 v0 p, H5 t8 f
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares+ U8 u! F9 \/ I0 s/ e/ b+ x+ b ~
Series 18 will be converted into Preferred Shares Series 19.) h, M7 B: O2 _% k/ S
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
$ s+ h9 z0 a; I# tSeries 18 will not be entitled as such to receive notice of, attend, or vote at,: Z: h% ?/ i2 U
any meeting of the shareholders of the Bank unless and until the first time at
4 x: d$ J1 x6 Pwhich the Board of Directors has not declared the whole dividend on the
* g# E. h3 W1 |' o9 {Preferred Shares Series 18 in any quarter. In that event, subject as0 {! V4 v! M: U8 l9 C N- |" }
hereinafter provided, the holders of Preferred Shares Series 18 will be
( [% f6 l P @9 _& }entitled to receive notice of, and to attend, meetings of shareholders at which
" y; S. D+ D7 k: S5 Ldirectors of the Bank are to be elected and will be entitled to one vote for% a3 {, H+ P6 u! U+ R6 t7 `3 `, O
each Preferred Share Series 18 held. The voting rights of the holders of the
! j3 P3 `2 d" _5 lPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
8 Q: D T; P5 b; }& Y* kthe first dividend on the Preferred Shares Series 18 to which the holders are
: u: k u% c: V' E7 E& Yentitled thereunder subsequent to the time such voting rights first arose until
( e0 X+ J3 a2 f2 t, J, Z: p& @such time as the Bank may again fail to declare the whole dividend on the& U; `3 S8 t3 }
Preferred Shares Series 18 in respect of any quarter, in which event such3 l3 b, Z+ T, D4 z
voting rights will become effective again and so on from time to time.
7 W8 t! N, J# ^. c1 |% X$ FPrincipal Characteristics of the Preferred Shares Series 19" F8 x8 w' \/ F2 V0 q7 N, s
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
- _' K- N, d' E9 s9 U* gfloating rate non-cumulative preferential cash dividends, as and when) L8 G! H4 T# B! y5 j
declared by the Board of Directors, subject to the provisions of the Bank Act,
* ~/ Y9 |4 R9 b/ X5 Dpayable quarterly on the 25th day of February, May, August and November
3 U! M- v& a; ]8 h/ ^& gin each year, in the amount per share determined by multiplying the* O) u: U+ [5 R$ R6 A( P% h$ K
applicable Quarterly Floating Dividend Rate by $25.00.
& t! d- F& k2 x# [( iOn the 30th day prior to the commencement of the initial quarterly dividend
# _* s1 b+ w+ G5 y1 u# S: E, c) Mperiod beginning on February 25, 2014, and on the 30th day prior to the first
( U$ [4 f5 Z7 L' _$ h5 o- z5 {day of each subsequent quarterly dividend period (the initial quarterly% Y9 {. i. F$ r
dividend period and each subsequent quarterly dividend period is referred to
" V; J( y4 O2 ^7 j( q5 xas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
1 f) {% h8 P- z" B8 d/ j/ [/ }Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
' u: H* a/ ~/ B, r6 B3 DPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
" t5 l: i) I& I9 U7 q; Y$ X4 f. z* kT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
+ F/ D, u) A$ ?9 m) E- Ielapsed in the applicable Quarterly Floating Rate Period divided by 365)
' u9 @4 J5 e9 c5 e; Q. N, H' p* O8 R+ ddetermined on the 30th day prior to the first day of the applicable Quarterly9 x: L1 C' z# \% ~* @
Floating Rate Period.
; O; g# s, I5 W3 v. U* iS-5
- w& g7 p. c5 z( f$ pIf the Board of Directors does not declare a dividend, or any part thereof, on# b( I+ |+ Q+ n( o. f0 X
the Preferred Shares Series 19 on or before the dividend payment date for a: I3 U9 w1 V# ~6 N! J% U9 e
particular quarter, then the entitlement of the holders of the Preferred( {6 F2 a( @/ K* U
Shares Series 19 to receive such dividend, or to any part thereof, for such2 r6 }0 y% f6 b% t2 R
quarter will be forever extinguished.7 p- N* ~8 g. o! q
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the0 f1 g8 _9 y. h/ j7 Y# w
Superintendent and to the provisions described below under the heading/ H. @" x% {9 G
‘‘Details of the Offering — Certain Provisions of the Preferred Shares# j8 |# ~; i' {- S% v: j
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,% Y. R: J5 S* l4 c- x( E# E
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
" l, E9 e; z8 b9 [- mor any part of the then outstanding Preferred Shares Series 19, at the Bank’s! x I3 ^) f4 S$ i8 b
option without the consent of the holder, by the payment of an amount in
. n4 O4 R: r( L4 ~. w+ T) Qcash for each such share so redeemed of (i) $25.00 together with all declared# I" }8 P+ t5 Y* m) N: t% A
and unpaid dividends to the date fixed for redemption in the case of6 q5 ^+ |- H* J+ Z5 n4 k# B
redemptions on February 25, 2019 and on February 25 every five years
8 l, N0 J6 I" a* N. i% B# O+ ~; ithereafter, or (ii) $25.50 together with all declared and unpaid dividends to8 u6 P3 w) } S; i: F7 Y0 Q( }
the date fixed for redemption in the case of redemptions on any other date
& |: J* T P5 c! O/ ?7 v( Pon or after February 25, 2014.
- z L Y0 C2 O2 p5 ?Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
! v/ u. l9 P6 Z+ oShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have: Y/ b: G0 b' P7 |& s6 N' X! ]& I
the right, at their option, to convert, on February 25, 2019 and on
3 J6 f: x8 `; T( k$ q2 b# Q$ W% O8 ?2 ?February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any# R. ~/ g8 i# @4 }' h: d, w; q- S
or all of their Preferred Shares Series 19 into an equal number of Preferred
& A0 S' C. p1 ?* I1 ?, ]2 }) FShares Series 18 upon giving to the Bank written notice thereof not earlier
9 g3 h: G) i, y+ M9 Athan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the) y) g! g' y% [+ W
15th day preceding, a Series 19 Conversion Date." B/ R; U& i V4 ?$ F$ B2 f, X3 F
Automatic Conversion If the Bank determines, after having taken into account all shares tendered; K% P; t5 ~ X k# I" Y
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
5 i$ ^+ s+ b+ B" MSeries 18, as the case may be, that there would be outstanding on such2 R! Q+ m, J; b7 {
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
- t9 m" @; I, o( ^such remaining number of Preferred Shares Series 19 will automatically be
0 K9 X# F% ~( L7 R [8 T$ ~% _converted on such Series 19 Conversion Date into an equal number of
4 l6 T4 ?. I6 n& I, v+ W8 CPreferred Shares Series 18. Additionally, if the Bank determines that, after1 q# ?. o& O: x; _5 K; m
conversion, there would be outstanding on such Series 19 Conversion Date% E$ E1 p9 c2 o1 q8 o
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares0 C0 l& z9 o$ ~$ G
Series 19 will be converted into Preferred Shares Series 18." k; X- o( z% F0 E
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
8 u! k* |/ ^" }/ t$ T) N7 r" `Series 19 will not be entitled as such to receive notice of, attend, or vote at,: t4 x6 L, U' V& w$ T. N% s- P1 g
any meeting of the shareholders of the Bank unless and until the first time at
9 j4 y" I! Z& `9 o+ Y: |which the Board of Directors has not declared the whole dividend on the @$ o8 L6 P( i$ G( W
Preferred Shares Series 19 in any quarter. In that event, subject as7 U& s7 G6 l% Q& A4 [
hereinafter provided, the holders of Preferred Shares Series 19 will be3 R. { z3 Q J0 Q2 g7 |
entitled to receive notice of, and to attend, meetings of shareholders at which$ K6 Z6 G4 A$ [0 C4 R- s
directors of the Bank are to be elected and will be entitled to one vote for
, [+ y0 t% z' _" D& p/ j% xeach Preferred Share Series 19 held. The voting rights of the holders of the
/ n3 w0 e1 [% ]5 }& P5 ]/ @( z3 DPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
' `2 W$ K0 B; L- `the first dividend on the Preferred Shares Series 19 to which the holders are- H+ ]) M" a$ M* C$ r! f
entitled thereunder subsequent to the time such voting rights first arose until6 t Q4 J, ~1 T
such time as the Bank may again fail to declare the whole dividend on the, n6 X7 W) m( G: f
Preferred Shares Series 19 in respect of any quarter, in which event such% R0 M: A/ ?) S
voting rights will become effective again and so on from time to time. G3 R1 y$ o1 r3 G
S-6+ C; N4 j# T$ ?1 U( N! @
Priority: The preferred shares of each series of the Bank will rank on a parity with: w8 O- ]. O5 `0 N
every other series and are entitled to preference over the common shares of; ?3 R; A k( Y1 Q$ u1 A
the Bank and over any other shares of the Bank ranking junior to the
! T! z1 E' j2 t6 V5 Q" V8 npreferred shares with respect to the payment of dividends and upon any: E! o$ o- h( L& b) m0 k7 }' L
distribution of assets in the event of the liquidation, dissolution or
+ x4 r# ^: ] T: |! v R; W/ nwinding-up of the Bank.
# W' \& U: u. ^% _% \Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
* W: n8 N% F, e* \0 }$ ADividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
( w; h9 ?/ N$ g9 D' ZSeries 18 and Preferred Shares Series 19 will not be required to pay tax on% J8 C* J' H$ N6 s7 O
dividends received on such shares under Part IV.1 of such Act. |
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