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发表于 2008-11-29 16:58
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下面是BMO的:3 k: |1 C9 M* }" J
SUMMARY OF THE OFFERING
: F% V0 G& T$ W" L zThis 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’’.
& q2 j* X# d# `, Q+ u/ e" \Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18. i4 D2 i! F' N, K
Amount: $150,000,000 (6,000,000 shares).0 g! H. T" n8 l# q
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
' f s5 L8 h& P$ A/ X9 LPrincipal Characteristics of the Preferred Shares Series 18
% u' F; \# ]2 V0 ]; u( I3 xDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed1 N. G% s( N9 ]" K$ U6 ^3 j
non-cumulative preferential cash dividends, as and when declared by the5 K, d/ ~) v- [/ O2 h1 r- [, u
Board of Directors, subject to the provisions of the Bank Act, for the initial+ E" y' Z0 T1 s+ M( ]1 m
period commencing on the closing date and ending on and including
0 G# s* X$ l! tFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
0 z' z" U: g6 g- ]6 ~3 n. ~7 G; k25th day of February, May, August and November in each year, at a rate
% @& r, n3 `3 E1 lequal to $0.40625 per share. The initial dividend, if declared, will be payable
9 L# @2 n- G6 O8 E1 hMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing3 {, f9 c; w3 |% S& P
date of December 11, 2008.: K2 t3 [- s5 F1 K; b) s F- I
For each five-year period after the Initial Fixed Rate Period (each, a0 ^& \& P& y/ X* n5 d. i
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
) L" M( L |# G! YSeries 18 will be entitled to receive fixed non-cumulative preferential cash K' P6 O0 Y7 ^! Q
dividends, as and when declared by the Board of Directors, subject to the3 Y1 j: o; J7 z3 a" K8 w
provisions of the Bank Act, payable quarterly on the 25th day of February,! O' O$ E$ {/ o% k- P5 H) U
May, August and November in each year, in the amount per share per annum
& u3 ]$ n! y3 I+ _, @% Jdetermined by multiplying the Annual Fixed Dividend Rate applicable to1 C& T9 Z- S) h7 c9 S: y: C) H
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend9 ^. q* _/ N* ?- \" C( M) I" v' t1 p
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the1 D5 e+ B; G/ |: U _5 M
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day/ L% q J+ c3 G
of such Subsequent Fixed Rate Period and will be equal to the sum of the
1 X( G9 v4 G7 m, W- H" [9 GGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
# P$ y2 X& y" Z" ?plus 3.83%.
1 I6 S8 q2 p2 o1 KIf the Board of Directors does not declare a dividend, or any part thereof, on. c) |( H6 F1 J2 _8 j) }& D
the Preferred Shares Series 18 on or before the dividend payment date for a+ @8 d0 Z8 B2 [+ O0 B, w
particular quarter, then the entitlement of the holders of the Preferred
2 f1 V/ A# N6 p$ \" ?4 rShares Series 18 to receive such dividend, or to any part thereof, for such3 p1 _! j$ `; ~* J$ L
quarter will be forever extinguished.: h4 H" i% p8 w9 }7 O. g
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
$ a) N3 M- L; R h3 \Superintendent and to the provisions described below under ‘‘Details of the
* r6 [) _8 m+ s* xOffering — Certain Provisions of the Preferred Shares Series 18 as a$ ^$ n: U% j+ F2 f. t2 m- Z
Series — Restrictions on Dividends and Retirement of Shares’’, on2 l' ~5 e. W, [
February 25, 2014 and on February 25 every five years thereafter, on not
5 G% d9 f; L& Nmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any2 u0 h) W! ~3 X
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
, \4 P! V8 G4 I+ }1 Awithout the consent of the holder, by the payment of an amount in cash for
" h4 A4 D1 ?! o$ s2 Jeach such share so redeemed of $25.00 together with all declared and unpaid2 W' u, t: A3 B, z6 s. o9 U4 b- z
dividends to the date fixed for redemption.
8 R9 V8 i) c: @# _Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
% C7 O+ s* {. A2 ~' vShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
6 q' Y2 x% o7 t% F% s1 ^" Tthe right, at their option, to convert, on February 25, 2014 and on
8 F" L4 W v0 l+ k& \S-4: Y' Q" V; f- y2 F% }- Q% H$ F
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
% P0 d5 e2 Y) Q0 k: h0 p+ h& Eor all of their Preferred Shares Series 18 into an equal number of Preferred
% Q; _* d6 d: _ p# k- u* P$ jShares Series 19 upon giving to the Bank notice thereof not earlier than
9 ?/ a' m1 e9 Q* ?# r6 t! ^6 x' n30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day2 Q; N/ x+ b+ `+ b8 |+ S
preceding, a Series 18 Conversion Date.
+ H7 W1 [. J5 ?" yAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
2 ~% u$ G) K. } y1 G" Z9 UProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
/ z* E# `( x$ f H/ B5 l% {9 N- XSeries 19, as the case may be, that there would be outstanding on such2 I$ }' t( ^1 t; _0 d( Y, r
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
; y, Z2 p7 P7 ^, H6 K3 `such remaining number of Preferred Shares Series 18 will automatically be9 _4 z, e% P6 E( M3 \
converted on such Series 18 Conversion Date into an equal number of! k. \% r9 k1 o9 f( v }1 y
Preferred Shares Series 19. Additionally, if the Bank determines that, after
7 v# _" ^* C" N9 F2 ]3 l! Econversion, there would be outstanding on such Series 18 Conversion Date
5 Q, l8 c5 L5 p+ q' `, c6 ]3 Gless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares% D; E' f; Q5 w! }
Series 18 will be converted into Preferred Shares Series 19.
. x- e/ V3 r# g+ p% d, ~Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares9 [( B) z1 p c7 |6 p4 s8 W
Series 18 will not be entitled as such to receive notice of, attend, or vote at,% [- X( J" ?2 H) R) O' ~& o
any meeting of the shareholders of the Bank unless and until the first time at
# Y& A( l; ^+ q( Vwhich the Board of Directors has not declared the whole dividend on the4 f5 J% ]/ W! }6 y; d+ _9 v7 U
Preferred Shares Series 18 in any quarter. In that event, subject as
( B6 v4 p, G8 J. @ ghereinafter provided, the holders of Preferred Shares Series 18 will be6 Z0 p# b0 G0 l, h3 T/ O
entitled to receive notice of, and to attend, meetings of shareholders at which! G F% r+ m9 r, k, A1 M
directors of the Bank are to be elected and will be entitled to one vote for" m; e% a) `5 y+ P; [ r
each Preferred Share Series 18 held. The voting rights of the holders of the/ y3 x) I+ P6 M8 ?7 D% H9 H' M. O
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of3 |, @' _3 ^9 ~1 T8 k! Z
the first dividend on the Preferred Shares Series 18 to which the holders are! {( G0 c8 v/ W$ L
entitled thereunder subsequent to the time such voting rights first arose until1 z* {6 q0 l1 S5 g9 L
such time as the Bank may again fail to declare the whole dividend on the8 A! N, \: {" s" i6 u. v$ A, o
Preferred Shares Series 18 in respect of any quarter, in which event such* f+ Z" p, F& l8 b& Q
voting rights will become effective again and so on from time to time.
$ J2 S# c; W9 D! Z) _Principal Characteristics of the Preferred Shares Series 19" h1 X+ Q' t; J- E* b
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
3 f7 p$ v, R* o4 ]1 Pfloating rate non-cumulative preferential cash dividends, as and when
6 o4 ? `: {0 g4 @6 G7 Ndeclared by the Board of Directors, subject to the provisions of the Bank Act,
5 f0 ]3 N: T7 A4 {. ?" w6 Vpayable quarterly on the 25th day of February, May, August and November/ T3 | k, {3 f& K
in each year, in the amount per share determined by multiplying the. x% r' Q) A% Z& T0 V0 b
applicable Quarterly Floating Dividend Rate by $25.00.9 L' Q* a3 q5 h: P* @
On the 30th day prior to the commencement of the initial quarterly dividend6 ?+ D) x9 [: E3 u; \; `
period beginning on February 25, 2014, and on the 30th day prior to the first" \6 v( c- A- y1 n% H! O; [/ W
day of each subsequent quarterly dividend period (the initial quarterly
1 [. @( b" J6 T6 zdividend period and each subsequent quarterly dividend period is referred to3 n b3 z+ R7 c+ s$ }
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the) w$ e9 P8 t; c2 }& n, K9 {& f# Y
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate5 x5 s$ C4 q# V' U1 V
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
5 }" i- q8 k$ L5 MT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days/ O1 o6 e) t; X( X; j( |. X
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
! z, d8 _1 H7 I0 X% f& s8 Gdetermined on the 30th day prior to the first day of the applicable Quarterly
' a7 ?9 f( G0 u3 U9 R% R, bFloating Rate Period.7 |! `; l6 R. [0 l E- S& p
S-5) `7 }) P7 z" Z
If the Board of Directors does not declare a dividend, or any part thereof, on
d% k+ U. p& `: E, [ ~the Preferred Shares Series 19 on or before the dividend payment date for a
M, ?9 M! ]3 L4 K9 Uparticular quarter, then the entitlement of the holders of the Preferred0 d, o- S* C# l8 y$ s) ~
Shares Series 19 to receive such dividend, or to any part thereof, for such
i4 G3 d! E7 t" ?- @quarter will be forever extinguished.- T/ l& ~" Y) Y6 w7 L6 c9 @
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
Q& j6 s6 J# K6 q8 e' L7 L, kSuperintendent and to the provisions described below under the heading
2 C/ }( i- O4 Y/ p‘‘Details of the Offering — Certain Provisions of the Preferred Shares
6 J j5 v# C/ V$ R( A* T4 { C$ ?* ^Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,- q- w& w! Q/ q6 f' V9 V
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
( m1 \; [* I# x1 Q" d1 f+ S; J9 }) _or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
$ ]1 D$ ]2 [3 Z' z3 d/ O. Ioption without the consent of the holder, by the payment of an amount in
, C4 q( b0 e+ o8 S* |cash for each such share so redeemed of (i) $25.00 together with all declared
0 ]1 {1 U, S q. I* F3 q% Jand unpaid dividends to the date fixed for redemption in the case of
4 j5 v2 o* V9 ]& Jredemptions on February 25, 2019 and on February 25 every five years2 w! _, n% k: l
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
P) i4 J% \4 H6 C# q1 p' }" Zthe date fixed for redemption in the case of redemptions on any other date
2 a% h7 ^' {- k* won or after February 25, 2014.' b( T" k- o! i k8 Y
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
! ^/ K, _$ Q5 g! T% Z5 f+ @$ PShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
& s! p: M# y' [9 }; ^3 cthe right, at their option, to convert, on February 25, 2019 and on$ q5 l I* s( ~
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
9 I; ?" y0 u0 _' Zor all of their Preferred Shares Series 19 into an equal number of Preferred. f G# }( A; O" T" p3 g& L
Shares Series 18 upon giving to the Bank written notice thereof not earlier
# [! ]! r# z* V7 B+ ythan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
( Q4 x, P8 K3 Q4 \15th day preceding, a Series 19 Conversion Date.
5 U, Y% F0 Y- s# Y$ [8 `Automatic Conversion If the Bank determines, after having taken into account all shares tendered
7 ^' V6 c' e$ @9 v1 s( tProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares7 V0 n' y1 E6 _
Series 18, as the case may be, that there would be outstanding on such
" ?# p H: l' g) y# G3 [Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
% N/ p" s8 b9 u8 Msuch remaining number of Preferred Shares Series 19 will automatically be: B% @4 y6 w% t: a- ]2 j$ R% b
converted on such Series 19 Conversion Date into an equal number of
; z" ~2 @3 y WPreferred Shares Series 18. Additionally, if the Bank determines that, after+ L% s, Q( _# E
conversion, there would be outstanding on such Series 19 Conversion Date% H- ^" \ W( d6 X! W) D& e
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares" {, b; \( \$ W$ w* L
Series 19 will be converted into Preferred Shares Series 18.8 p% w4 l) a" S! P* ]- @$ s2 K
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
2 M r& }0 ~; q6 c7 v; ySeries 19 will not be entitled as such to receive notice of, attend, or vote at,; P/ [9 g$ N! K/ e- a* m
any meeting of the shareholders of the Bank unless and until the first time at5 m' m0 x5 A5 H! O
which the Board of Directors has not declared the whole dividend on the6 P, f) }; h7 _4 c3 D* P
Preferred Shares Series 19 in any quarter. In that event, subject as
# a0 U& J% M/ B4 ~& E, Ihereinafter provided, the holders of Preferred Shares Series 19 will be, [2 a) ?' n8 @
entitled to receive notice of, and to attend, meetings of shareholders at which5 R8 n8 N8 y! D
directors of the Bank are to be elected and will be entitled to one vote for* V& }( y( C# P. D8 U1 K
each Preferred Share Series 19 held. The voting rights of the holders of the0 T6 ]6 Y# I9 g# q
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of; o3 z* V8 V- z3 V5 `) }
the first dividend on the Preferred Shares Series 19 to which the holders are0 R% G" R" _' M1 A
entitled thereunder subsequent to the time such voting rights first arose until$ M6 U2 d( {. d
such time as the Bank may again fail to declare the whole dividend on the
i3 E _( Y8 mPreferred Shares Series 19 in respect of any quarter, in which event such
- q: I0 A. v0 f, i }9 Hvoting rights will become effective again and so on from time to time.
+ s2 w. z: f8 L6 P$ I1 r$ X/ AS-6! |% e8 F9 j' s! ?$ i; V" n! N
Priority: The preferred shares of each series of the Bank will rank on a parity with' J1 {6 Q0 p" `1 ?5 W. g
every other series and are entitled to preference over the common shares of: F+ t& i+ T5 F% l& |2 \$ P {4 ?
the Bank and over any other shares of the Bank ranking junior to the
" P* I6 g' H' a4 U# r l+ b' mpreferred shares with respect to the payment of dividends and upon any
% z% s4 k6 }! s% l* Odistribution of assets in the event of the liquidation, dissolution or
& ?, Z; b( \1 n; q) i# l$ ~* k4 ^0 uwinding-up of the Bank.7 X3 \% R9 j2 [3 Q/ q6 r+ s: I3 Q
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under+ ~% W3 F; x: v Y4 \8 n* Z) Z
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
# Z3 Y& B2 E3 o; bSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
7 G! z1 ]! r3 ^+ v3 Udividends received on such shares under Part IV.1 of such Act. |
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