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发表于 2008-11-29 16:58
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下面是BMO的:. v. G$ g4 y% ?3 Q
SUMMARY OF THE OFFERING
~5 Y) e8 ?! FThis 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’’.
+ w- B: n. ?: z5 Y3 C: {4 P9 A; KIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.) z; O. w* \8 L: p' L
Amount: $150,000,000 (6,000,000 shares).
2 b: t S) s, g4 N SPrice and Yield: $25.00 per share to yield initially 6.50% per annum.: m: q% o& {9 Q! z7 S
Principal Characteristics of the Preferred Shares Series 18" F! m1 _" |9 q+ W( T
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
" @9 g8 i) y, }5 ~2 L. T5 L0 fnon-cumulative preferential cash dividends, as and when declared by the
& G1 [7 f; R8 bBoard of Directors, subject to the provisions of the Bank Act, for the initial
4 `3 Q# d- s; e8 w; Qperiod commencing on the closing date and ending on and including, E+ H4 c# S0 q9 o* ^. h
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
3 L4 F0 |. I' \* X \25th day of February, May, August and November in each year, at a rate
% N ~+ y$ t+ Lequal to $0.40625 per share. The initial dividend, if declared, will be payable& F% C6 z3 I- }9 Z- r
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing0 t( _0 M( Y( f7 _: k H( ?5 ?
date of December 11, 2008.
/ m1 G( ]* ~: u& A: oFor each five-year period after the Initial Fixed Rate Period (each, a$ p3 i' ?8 j, G9 j/ ?* l
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
5 \& Y5 W6 V& z9 j Y: CSeries 18 will be entitled to receive fixed non-cumulative preferential cash7 M2 C7 q4 y! _
dividends, as and when declared by the Board of Directors, subject to the7 O. S. A1 q' @; P* V+ M
provisions of the Bank Act, payable quarterly on the 25th day of February,
! W8 O& L1 g" V6 g/ e- u0 YMay, August and November in each year, in the amount per share per annum
* p7 M" m# V# O' Rdetermined by multiplying the Annual Fixed Dividend Rate applicable to
* n. f+ B2 d& csuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend4 m, n/ e' t6 d
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
( D9 [8 Q4 {5 BBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
3 n9 t+ s) ]. ~. iof such Subsequent Fixed Rate Period and will be equal to the sum of the
! ]5 b, z3 Q4 D! a1 V$ F$ [Government of Canada Yield on the applicable Fixed Rate Calculation Date
" T Z- ~8 w) G' W. A4 |" X6 uplus 3.83%.
* x) Q; \" V# }! |" NIf the Board of Directors does not declare a dividend, or any part thereof, on
j+ I% X8 _6 ]4 V: _, [6 P. dthe Preferred Shares Series 18 on or before the dividend payment date for a
# l" I# |. }, Cparticular quarter, then the entitlement of the holders of the Preferred) l( Q9 w' b1 x9 W4 M E& t' F/ a+ Z4 {
Shares Series 18 to receive such dividend, or to any part thereof, for such
8 T1 L: A( m3 x( Y" }. a* nquarter will be forever extinguished.6 u6 F- I6 ]% K1 w
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
9 ~& ^" s2 F5 i2 ^Superintendent and to the provisions described below under ‘‘Details of the
+ B& c: W! F5 _3 p3 U$ k. IOffering — Certain Provisions of the Preferred Shares Series 18 as a# X' ~. N; r# x, i! \% V" U: d
Series — Restrictions on Dividends and Retirement of Shares’’, on1 s5 D+ V5 K% r# H0 I( G
February 25, 2014 and on February 25 every five years thereafter, on not
/ c& q* S) r2 {1 Hmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
0 V3 v+ C* e/ p* i. [! `part of the then outstanding Preferred Shares Series 18, at the Bank’s option
' V3 C$ t6 ]: r9 h t6 X1 Pwithout the consent of the holder, by the payment of an amount in cash for, C1 C; Z: E* T" V
each such share so redeemed of $25.00 together with all declared and unpaid7 R, ^8 J* F/ f
dividends to the date fixed for redemption.8 @% e& j9 F. C
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
, ~( ]7 [4 ]; T+ I: s( lShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
' o l5 y6 @: y' t' y& Fthe right, at their option, to convert, on February 25, 2014 and on6 d* @/ p8 X# Y
S-4$ ?2 U! a$ t+ N" f4 n! H4 F
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any: H: O9 B v5 k$ }( j6 i2 k5 W" w
or all of their Preferred Shares Series 18 into an equal number of Preferred8 w# D4 s0 N2 b4 n- l) L' K& J. ?8 O
Shares Series 19 upon giving to the Bank notice thereof not earlier than) m f" G" ^9 ]- n* I, B+ M
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day! d# X9 `! u5 c4 @. l1 u
preceding, a Series 18 Conversion Date.& n! i% F. `: m" n. ~7 l+ t9 e
Automatic Conversion If the Bank determines, after having taken into account all shares tendered4 |$ K2 w- A# a+ k# J$ e2 ?
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares* O: i/ o7 P1 C4 B8 }
Series 19, as the case may be, that there would be outstanding on such; A r! i2 w2 _/ F' i9 y# x# f
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,: Z) k7 L7 E, F$ z' M( B
such remaining number of Preferred Shares Series 18 will automatically be: I; N" A" o8 @) D
converted on such Series 18 Conversion Date into an equal number of* H. c: S( E" T/ y V. _
Preferred Shares Series 19. Additionally, if the Bank determines that, after
6 h+ t. L+ c! f: ~conversion, there would be outstanding on such Series 18 Conversion Date3 S. R1 S: e7 l
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
( k6 _- b5 g/ z# |' ^+ n. y4 ^6 R: BSeries 18 will be converted into Preferred Shares Series 19.
9 n z3 b, O# e* q( p! `Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" @& a9 z3 ~; M7 @3 I) `& w4 J
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
4 i, N2 B! H8 A* R( ~/ c! Jany meeting of the shareholders of the Bank unless and until the first time at
; q. I# U( o. f8 Twhich the Board of Directors has not declared the whole dividend on the
0 D* g ?$ J* ?" ]% P2 c& R7 zPreferred Shares Series 18 in any quarter. In that event, subject as
; \. r! H5 f9 X; t( nhereinafter provided, the holders of Preferred Shares Series 18 will be
/ w% Y: ^9 w! v# Y% gentitled to receive notice of, and to attend, meetings of shareholders at which
+ T5 z. k: m, p; s7 ]" L) e+ kdirectors of the Bank are to be elected and will be entitled to one vote for
% J" w& [6 N, Q8 O' Deach Preferred Share Series 18 held. The voting rights of the holders of the
, _% _. h. w( N4 X) u+ k: Q: ~Preferred Shares Series 18 will forthwith cease upon payment by the Bank of2 O- Y8 [6 Y8 K8 X
the first dividend on the Preferred Shares Series 18 to which the holders are
1 f7 h9 _1 W2 Pentitled thereunder subsequent to the time such voting rights first arose until4 k( [, Q4 d: K$ k* O, T! A2 I+ s
such time as the Bank may again fail to declare the whole dividend on the i' M* f- C& t* {+ r
Preferred Shares Series 18 in respect of any quarter, in which event such V/ ~2 U5 M% G7 R
voting rights will become effective again and so on from time to time.7 t: o* B' _' V5 c: g* _
Principal Characteristics of the Preferred Shares Series 19, e+ \8 Y6 U$ Y5 a$ ]0 G
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
! Q" P: K4 A( u1 P; t% Jfloating rate non-cumulative preferential cash dividends, as and when* e! H0 W7 p6 E; k2 }
declared by the Board of Directors, subject to the provisions of the Bank Act,
! m' ~5 k% `: C, L4 Z1 zpayable quarterly on the 25th day of February, May, August and November4 {7 W% ?$ a/ \) U9 u( _. P6 B5 r' K3 @1 T
in each year, in the amount per share determined by multiplying the- P$ q8 N! |3 F, R$ F5 U, C! |
applicable Quarterly Floating Dividend Rate by $25.00.
0 f+ Y1 u. v6 f' R4 C) hOn the 30th day prior to the commencement of the initial quarterly dividend% \. D. J( `+ N d9 M- s& {
period beginning on February 25, 2014, and on the 30th day prior to the first4 Y5 G9 h. }* i; V2 a
day of each subsequent quarterly dividend period (the initial quarterly
$ ~0 ^1 w. ?" r9 `* Ydividend period and each subsequent quarterly dividend period is referred to/ Q( M( i2 o+ d! r
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
3 G [8 Y. c [9 oQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
8 T. T6 `" U9 P; J4 d2 [' y! yPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
; `! Y. O: R9 m# z( _T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
4 K9 y' o% P. l- q( Gelapsed in the applicable Quarterly Floating Rate Period divided by 365)
1 P6 i3 V* \% U: Fdetermined on the 30th day prior to the first day of the applicable Quarterly
4 E: u6 T& s! {! LFloating Rate Period.. A; W( A8 w1 L6 s& r' W! I7 |
S-5
" A# s2 [0 c7 b9 H# v0 iIf the Board of Directors does not declare a dividend, or any part thereof, on
: V& f/ [. f, x; `0 cthe Preferred Shares Series 19 on or before the dividend payment date for a
: Z! N: h4 V7 l) w; eparticular quarter, then the entitlement of the holders of the Preferred, M6 X x5 \4 C6 E: G1 v
Shares Series 19 to receive such dividend, or to any part thereof, for such
, v% @& d9 O7 Tquarter will be forever extinguished.
3 i% j5 m, U# }& TRedemption: Subject to the provisions of the Bank Act and to the prior consent of the9 k/ J6 z7 I- ], L* @/ q
Superintendent and to the provisions described below under the heading/ d! p% I! e4 o. k& l
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
- F7 h! q b' h. j! jSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,3 T, y) N8 [8 b. P9 X
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
* {6 K# J8 o- y& I$ p, Dor any part of the then outstanding Preferred Shares Series 19, at the Bank’s+ M1 u+ A! Y/ [% y) I# K
option without the consent of the holder, by the payment of an amount in
- Z4 M. F9 J. v. L1 ?* ?2 Qcash for each such share so redeemed of (i) $25.00 together with all declared1 {) o. h9 J3 e, i- A& Q
and unpaid dividends to the date fixed for redemption in the case of$ Y! i" z, x0 R3 Y
redemptions on February 25, 2019 and on February 25 every five years
2 r* E- e5 M& A5 r) U9 R6 Wthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
* o+ T0 ]1 D2 |the date fixed for redemption in the case of redemptions on any other date
; P' i# Y! s+ F4 p* xon or after February 25, 2014.9 G) y) {3 x* X
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
p* f6 c( H4 b( Q' q& DShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
2 r$ X) C% q7 Q( Q$ P' nthe right, at their option, to convert, on February 25, 2019 and on
% @ b% x$ N7 n( ^- D/ A8 H# qFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any+ y/ ^% Z3 {0 K8 F) r" `
or all of their Preferred Shares Series 19 into an equal number of Preferred V: H% L6 V# {: I& Y* ^! h
Shares Series 18 upon giving to the Bank written notice thereof not earlier
$ E: i: d, N, U, R; H' _3 F4 a$ x- M. k; cthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the7 {' e2 K+ p5 D
15th day preceding, a Series 19 Conversion Date.9 g" u9 i' w5 i2 ` @$ I, k
Automatic Conversion If the Bank determines, after having taken into account all shares tendered- H. \( z/ E/ E/ |$ I( R: N
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares, X V! P9 K& q5 L: x F
Series 18, as the case may be, that there would be outstanding on such
- t) W& V8 m% b* J( d5 N# H! KSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
9 m- b) i0 `; m1 w7 u$ {- Osuch remaining number of Preferred Shares Series 19 will automatically be4 M$ _, ^6 W( A8 a
converted on such Series 19 Conversion Date into an equal number of$ c0 a d7 @8 V- j: A, R# p! F# A
Preferred Shares Series 18. Additionally, if the Bank determines that, after! F0 u$ c: R, R& i4 X
conversion, there would be outstanding on such Series 19 Conversion Date
# l' V+ k2 Z. ]) t9 Fless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares3 y2 m7 H- Y5 \2 J4 W; `8 c
Series 19 will be converted into Preferred Shares Series 18.
' f2 L, [! U; F5 T$ i( F: W# OVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( b2 `* @. O) U! t/ e a
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
; w! U9 P" N! A7 w- E" O+ d( Sany meeting of the shareholders of the Bank unless and until the first time at, J2 u% a9 w( `: ?* H0 G
which the Board of Directors has not declared the whole dividend on the
8 Z& O, Y( ]! ePreferred Shares Series 19 in any quarter. In that event, subject as- d( E$ |. S. b8 ~4 p% r& Z$ k
hereinafter provided, the holders of Preferred Shares Series 19 will be6 l% t% |6 G9 B8 L
entitled to receive notice of, and to attend, meetings of shareholders at which1 ]+ v2 L, \/ F# ~1 v
directors of the Bank are to be elected and will be entitled to one vote for
4 N# r6 Y8 M( oeach Preferred Share Series 19 held. The voting rights of the holders of the
2 F. I/ \& |2 m, ?$ [Preferred Shares Series 19 will forthwith cease upon payment by the Bank of4 \( F% i( H( N: ]) H
the first dividend on the Preferred Shares Series 19 to which the holders are" A9 j l6 x- T9 j
entitled thereunder subsequent to the time such voting rights first arose until% T! [$ L5 x& z% N, ]6 y
such time as the Bank may again fail to declare the whole dividend on the
$ r, @/ M2 T( B; {Preferred Shares Series 19 in respect of any quarter, in which event such/ c y, K7 `: M3 ~$ S( u
voting rights will become effective again and so on from time to time.
; c8 W2 Z) k7 PS-6
; r% w& C; J8 n: g% ePriority: The preferred shares of each series of the Bank will rank on a parity with
' {& ~1 l% ~- j |$ y" F5 jevery other series and are entitled to preference over the common shares of5 m1 ~" O3 R1 S4 l! k4 ?5 _
the Bank and over any other shares of the Bank ranking junior to the. w7 F0 A1 z0 ]1 B9 ]
preferred shares with respect to the payment of dividends and upon any# G" ] p+ c* ~- Q9 q6 I& k
distribution of assets in the event of the liquidation, dissolution or
4 D% @- ]% K% f- C a1 k, o- y& `winding-up of the Bank.1 L/ F) Y: B' W6 J5 z; b$ d- |
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
/ {5 T& j q$ {. lDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
' A0 }4 z5 E; O! x7 XSeries 18 and Preferred Shares Series 19 will not be required to pay tax on4 } G( p) Q$ r; H" @- C! T7 A$ o' a
dividends received on such shares under Part IV.1 of such Act. |
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