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发表于 2008-11-29 16:58
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下面是BMO的:' A. D% v8 {3 i+ y" ~" B
SUMMARY OF THE OFFERING" z k! D5 X+ v, A" h
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’’.% r% L# s+ ^! C
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
4 }: X% D3 c1 i/ G u% S; |Amount: $150,000,000 (6,000,000 shares).+ |. X2 r9 F( b5 `" p
Price and Yield: $25.00 per share to yield initially 6.50% per annum.2 o) n1 X3 {9 K" V
Principal Characteristics of the Preferred Shares Series 18
- d7 R) O5 @. O% a( ?9 g W+ UDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed. t. F6 K9 W& B' A8 r" \3 h# d% C0 Y
non-cumulative preferential cash dividends, as and when declared by the
, ^ m' s$ c" i/ j0 p" P0 aBoard of Directors, subject to the provisions of the Bank Act, for the initial" m" ]2 n4 q& }
period commencing on the closing date and ending on and including1 b V2 J: G! y) I. K, s
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the: W7 r0 T& z/ F! G$ y
25th day of February, May, August and November in each year, at a rate
- s' x. x7 D; lequal to $0.40625 per share. The initial dividend, if declared, will be payable0 S' P$ L/ o W5 E$ ], m
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
# M4 P( O" N- w4 S* ]- A/ b5 Kdate of December 11, 2008.
$ J' c& C7 G3 i6 z, E* C) \: YFor each five-year period after the Initial Fixed Rate Period (each, a U. H' a: l7 x1 c, Q
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
- O( {" G; c" N9 I1 w% b- D. qSeries 18 will be entitled to receive fixed non-cumulative preferential cash
K: l0 f! L3 q, D/ i* Z( Y Xdividends, as and when declared by the Board of Directors, subject to the
/ t2 t$ G* P4 e# T1 ]provisions of the Bank Act, payable quarterly on the 25th day of February,9 x8 y1 n" b% F* l3 M' }
May, August and November in each year, in the amount per share per annum
% S+ G6 e7 i7 }: E0 _/ M4 pdetermined by multiplying the Annual Fixed Dividend Rate applicable to- z* t. H% U. k( }) B% j
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
: V U6 |0 Y3 m+ FRate for the ensuing Subsequent Fixed Rate Period will be determined by the- @$ [: g- ]" n; _. h* ^
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
1 P) \" [8 ~9 Y+ ~, hof such Subsequent Fixed Rate Period and will be equal to the sum of the6 n h5 {$ d( \4 r% V& I7 K
Government of Canada Yield on the applicable Fixed Rate Calculation Date
; N. h$ `+ b. C3 R J/ P0 Oplus 3.83%.4 X; _* ~7 q9 A" h8 Z; \; ^
If the Board of Directors does not declare a dividend, or any part thereof, on' Y& B$ }0 t- C& @: t" J# x
the Preferred Shares Series 18 on or before the dividend payment date for a
$ m6 n% p# y" z2 nparticular quarter, then the entitlement of the holders of the Preferred
% [# l F* Q# j5 z7 m6 YShares Series 18 to receive such dividend, or to any part thereof, for such
3 U" t0 V, G5 a! Uquarter will be forever extinguished.$ u8 k% U' ?/ o! N
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
; G. Q Y! q" T* o* ^9 G7 L s; qSuperintendent and to the provisions described below under ‘‘Details of the
3 K& W/ a& D2 b) V0 XOffering — Certain Provisions of the Preferred Shares Series 18 as a; A F8 V' _ v
Series — Restrictions on Dividends and Retirement of Shares’’, on
4 ]" s5 c. A4 j& e0 V0 @February 25, 2014 and on February 25 every five years thereafter, on not: X' V! U6 \3 c1 Z7 s8 p4 _
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any* J: w* L4 Y# J7 U
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
# b$ d8 P9 n6 ? awithout the consent of the holder, by the payment of an amount in cash for- v7 j D0 c; T! I( {) z
each such share so redeemed of $25.00 together with all declared and unpaid
; l+ j: E. `% c6 c( l& o0 kdividends to the date fixed for redemption.7 Q: s5 q. W! P( v
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic1 t5 B# }7 \& H3 N1 A
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have1 v# T4 a9 P0 C& T
the right, at their option, to convert, on February 25, 2014 and on8 `3 `5 w: B) _4 m7 ?2 f
S-4
' Y# i9 u. \0 R& \+ hFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
8 w) R9 Z6 d5 aor all of their Preferred Shares Series 18 into an equal number of Preferred
/ A5 A! I! E& L CShares Series 19 upon giving to the Bank notice thereof not earlier than: k" w5 z V2 K* H" y
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day( j3 d8 f' R9 w* g$ T6 g2 n
preceding, a Series 18 Conversion Date.
1 |+ p8 h) {4 J8 k; @Automatic Conversion If the Bank determines, after having taken into account all shares tendered; \8 a, h; [ c* A, `
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares! i& y5 g8 h- [* G# L
Series 19, as the case may be, that there would be outstanding on such: ]* I7 l' F, c) N& T
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
$ X7 t" \. v0 v% B5 Z, a& ]such remaining number of Preferred Shares Series 18 will automatically be
* ~; |: r7 w: Y3 dconverted on such Series 18 Conversion Date into an equal number of
6 m4 Q' X/ C) G8 kPreferred Shares Series 19. Additionally, if the Bank determines that, after" V% W( Z w, o5 m7 Z/ a! m2 E
conversion, there would be outstanding on such Series 18 Conversion Date; \$ T9 ~/ z& Q: ^, T( D3 W
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
" I" S, F$ N* b. W" t( S/ s8 k0 ESeries 18 will be converted into Preferred Shares Series 19.
0 w$ j* I; N9 |Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 n( J4 d3 r7 u, s0 YSeries 18 will not be entitled as such to receive notice of, attend, or vote at,0 R0 N' h& h6 q7 E& S
any meeting of the shareholders of the Bank unless and until the first time at
9 L' ^$ Y& o" U$ Uwhich the Board of Directors has not declared the whole dividend on the
" H& Z1 U3 ]. e* ^$ Y) w5 Z0 |Preferred Shares Series 18 in any quarter. In that event, subject as C$ Z- T }8 U/ X5 @3 x
hereinafter provided, the holders of Preferred Shares Series 18 will be8 z8 |3 F- S y( M$ l( W
entitled to receive notice of, and to attend, meetings of shareholders at which
! b0 |4 C- A7 D5 bdirectors of the Bank are to be elected and will be entitled to one vote for$ i. Z, f. Q# U6 {/ J; i
each Preferred Share Series 18 held. The voting rights of the holders of the2 T$ C. Y0 ~ `. w& \$ X0 ?4 O
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of4 R* r( p2 f# u( [% Q7 y
the first dividend on the Preferred Shares Series 18 to which the holders are
& r @2 O- j/ M) X4 mentitled thereunder subsequent to the time such voting rights first arose until
' M% X$ s' v: l/ Bsuch time as the Bank may again fail to declare the whole dividend on the3 ^4 }7 I" ~% P: R$ Q
Preferred Shares Series 18 in respect of any quarter, in which event such
' v- A5 f) q' ~- i2 nvoting rights will become effective again and so on from time to time.
$ E* G- E; |: ]$ t7 G5 i; NPrincipal Characteristics of the Preferred Shares Series 19
; N6 c B$ L' N. M9 I1 B0 f. _Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive. T0 g# ~8 l7 i% Y; o c
floating rate non-cumulative preferential cash dividends, as and when
9 V. U, Y* x h6 ]0 s: `3 Mdeclared by the Board of Directors, subject to the provisions of the Bank Act,
+ O- k9 x9 ^8 `. \/ I( p, N9 C( qpayable quarterly on the 25th day of February, May, August and November. P5 M5 W6 s* f; \5 I
in each year, in the amount per share determined by multiplying the
( u3 C3 H- m# A) R" }3 o) Happlicable Quarterly Floating Dividend Rate by $25.00.1 {4 `: k7 ^4 N/ }: G7 ?
On the 30th day prior to the commencement of the initial quarterly dividend3 D. b! I: T, u/ }
period beginning on February 25, 2014, and on the 30th day prior to the first" Q7 x" c' A* I% Y+ w5 Y
day of each subsequent quarterly dividend period (the initial quarterly
2 O/ K; }# E/ q, L8 z F7 Z6 Mdividend period and each subsequent quarterly dividend period is referred to
! {4 e/ Q+ b2 O/ I/ Y, \ Cas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the) J8 g" n l* k1 }
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate. ~! Q9 P" a4 y& t2 w, L6 ]
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the( m3 S8 S5 j& M2 B3 `
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
! D' q, `+ t0 w: X* e/ relapsed in the applicable Quarterly Floating Rate Period divided by 365)7 W: j) Z8 i( x1 r) v) ?$ C: S& U
determined on the 30th day prior to the first day of the applicable Quarterly! m% c6 n8 k1 p2 K, \0 Y! z; v
Floating Rate Period.
3 m2 _; n! ?8 y* }S-5
7 h' V0 B" s) p; S" r/ q/ V4 qIf the Board of Directors does not declare a dividend, or any part thereof, on
' O3 {/ ?# I! z( p) D$ s3 m G }2 Dthe Preferred Shares Series 19 on or before the dividend payment date for a/ f' b) |$ j- w& K4 T3 U# g
particular quarter, then the entitlement of the holders of the Preferred7 m9 w& ~& p0 m& e5 y$ o
Shares Series 19 to receive such dividend, or to any part thereof, for such" G" D% K* _; Q. P' [5 c
quarter will be forever extinguished.& d+ o/ n- T( C1 j' N3 T
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
) g5 L( @9 a cSuperintendent and to the provisions described below under the heading$ x, y% w0 G6 B" q
‘‘Details of the Offering — Certain Provisions of the Preferred Shares7 x7 O7 |7 l4 o4 D" W
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
+ y s, ]2 G m j8 Mon not more than 60 nor less than 30 days’ notice, the Bank may redeem all9 U" g$ V; `5 o" f
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
6 X) i/ K3 q; U( u T" j( Loption without the consent of the holder, by the payment of an amount in
0 v) U4 Z3 G8 ?) ]cash for each such share so redeemed of (i) $25.00 together with all declared
9 ^1 N5 s9 l4 [8 y Y$ Tand unpaid dividends to the date fixed for redemption in the case of: f( t8 j& B6 }5 n
redemptions on February 25, 2019 and on February 25 every five years3 a) H+ Y6 l: a: ~
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
3 }$ N& Q7 n( |6 ]6 s1 rthe date fixed for redemption in the case of redemptions on any other date9 C$ s t5 ^1 c H/ S
on or after February 25, 2014.& K5 v% `' z \$ s
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
0 m* @. T9 |/ N5 Z( QShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have& X. I |4 c* s1 _. L4 }- Z
the right, at their option, to convert, on February 25, 2019 and on0 q w( }; \' r) B/ H, x% ^" c, N
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
9 I/ K# C& m* b7 h1 p$ E1 G8 Dor all of their Preferred Shares Series 19 into an equal number of Preferred8 b ]5 Q( {. Q; `6 }
Shares Series 18 upon giving to the Bank written notice thereof not earlier( P6 z) F( Q4 |' {' T
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
8 y! ^' v' l& _7 _: Y' t15th day preceding, a Series 19 Conversion Date.
0 q+ o+ a8 }, B, ~7 YAutomatic Conversion If the Bank determines, after having taken into account all shares tendered* L( d" |6 ~/ G! B$ [ d
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares& f# h* D/ M$ @# E# o
Series 18, as the case may be, that there would be outstanding on such3 N; P7 [& N% \* r" F0 e9 W
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
% g9 T7 [5 L: w3 Nsuch remaining number of Preferred Shares Series 19 will automatically be8 S) k3 `: \7 i0 [7 M
converted on such Series 19 Conversion Date into an equal number of
* C1 x- O3 Y7 w ~3 sPreferred Shares Series 18. Additionally, if the Bank determines that, after" I% c5 a' O& p) \* j
conversion, there would be outstanding on such Series 19 Conversion Date
; g6 w; y, c' k$ i/ I" b+ J+ qless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares4 w3 ]% @* r+ N
Series 19 will be converted into Preferred Shares Series 18.
3 O' A" C; m* O+ TVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
, ?8 S" U- \. i0 f2 e$ }# D5 M' WSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
+ N0 d3 @. E7 nany meeting of the shareholders of the Bank unless and until the first time at" U8 N- ?' e3 {/ q
which the Board of Directors has not declared the whole dividend on the% y% {. W4 a3 W
Preferred Shares Series 19 in any quarter. In that event, subject as' b5 H0 ]" f/ H9 {$ D
hereinafter provided, the holders of Preferred Shares Series 19 will be9 w7 d; Z A9 c; I5 E2 _+ Q
entitled to receive notice of, and to attend, meetings of shareholders at which
5 Q0 [% O+ W- @6 [directors of the Bank are to be elected and will be entitled to one vote for
; k% b3 E$ p8 S8 s( Feach Preferred Share Series 19 held. The voting rights of the holders of the
: P, B4 [3 X. {# `, W9 ?Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
! S8 M0 D7 M. J8 T$ j7 p: E' U8 cthe first dividend on the Preferred Shares Series 19 to which the holders are
: W- l; O* i7 h i9 C) Pentitled thereunder subsequent to the time such voting rights first arose until7 S- w# [1 j2 `4 Z' i+ q: b
such time as the Bank may again fail to declare the whole dividend on the- q8 z& e0 r: j0 k; }7 O* y2 n
Preferred Shares Series 19 in respect of any quarter, in which event such4 `) ]) ^7 d7 X4 L9 I: X
voting rights will become effective again and so on from time to time.
2 t& Q4 F4 p* x% aS-63 f" M6 w! Z1 S" r4 g3 {2 D
Priority: The preferred shares of each series of the Bank will rank on a parity with
) U! T/ ] X: X, k8 t% }3 d. e5 Ievery other series and are entitled to preference over the common shares of
% k- l% q: m; t4 {& q0 S! I1 Mthe Bank and over any other shares of the Bank ranking junior to the
) m n4 T8 Q1 R+ R/ p+ }# S5 Epreferred shares with respect to the payment of dividends and upon any' d# I8 k, D1 N/ B3 \
distribution of assets in the event of the liquidation, dissolution or8 y8 S: v5 S- a
winding-up of the Bank./ I) d f( q) z0 h
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under( ~3 [& E; l6 a. Y9 ~/ o
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
0 V" M1 r( X5 _+ N/ eSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
" I% c& Z3 x. K! e; w& ^4 x/ Zdividends received on such shares under Part IV.1 of such Act. |
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