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发表于 2008-11-29 16:58
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下面是BMO的:3 _0 Z$ z+ c# d$ ?& r
SUMMARY OF THE OFFERING
# g0 y# n' v* M O" r: U0 BThis 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’’.
& N- F9 `& B% D- NIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.! z, K7 L; T( g6 _* K
Amount: $150,000,000 (6,000,000 shares).# \( V* Y! m( O/ i6 N' r+ H6 S
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
$ V' p, ^: X/ ~7 C* _Principal Characteristics of the Preferred Shares Series 18
, L% Y& I9 D# p+ c5 z$ VDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
; ~' v' u& E. F: m* ?) unon-cumulative preferential cash dividends, as and when declared by the; i$ E2 |* o1 X
Board of Directors, subject to the provisions of the Bank Act, for the initial$ X" w' j) m, T$ {; [
period commencing on the closing date and ending on and including
! ~- M) ^8 g, ]! E* bFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the7 f! X8 ^9 i7 j: X& r
25th day of February, May, August and November in each year, at a rate2 t" o) |1 C3 q6 J2 Z. \: [
equal to $0.40625 per share. The initial dividend, if declared, will be payable
7 ^" m: Z- f2 J& R% x- |May 25, 2009 and will be $0.73459 per share, based on the anticipated closing0 B& C) ^8 |4 }+ J: y! o: T
date of December 11, 2008.& F9 q4 z& r4 [
For each five-year period after the Initial Fixed Rate Period (each, a/ m9 y U$ ^3 z. d1 l1 H
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares, ]5 g8 s; J( y7 o8 i4 J
Series 18 will be entitled to receive fixed non-cumulative preferential cash8 M p/ @1 x1 P8 N
dividends, as and when declared by the Board of Directors, subject to the# W0 `: {! @- u, t! ]
provisions of the Bank Act, payable quarterly on the 25th day of February,
4 T0 l7 X9 T# c0 b" qMay, August and November in each year, in the amount per share per annum! p; P* }& G2 d) p6 q7 {
determined by multiplying the Annual Fixed Dividend Rate applicable to, |' ]% w7 N1 p: l
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend* w0 I* Z: Q* z
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
! G# D- l9 @7 ^0 Q* u& w2 J! qBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day; x6 }) R1 H; l( J* T
of such Subsequent Fixed Rate Period and will be equal to the sum of the
2 Z! U) P0 m1 G7 g" g) wGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
8 A! e% [% N }; y* j6 q: ]# Dplus 3.83%.1 ~) {( J2 L3 a' V
If the Board of Directors does not declare a dividend, or any part thereof, on+ }* j y7 f( |3 \
the Preferred Shares Series 18 on or before the dividend payment date for a
. ~- L7 w. @5 L9 c7 ]" g- u- j! Uparticular quarter, then the entitlement of the holders of the Preferred6 U+ _/ @6 a. U( ^$ q
Shares Series 18 to receive such dividend, or to any part thereof, for such& Y, i) Q- _6 G! G0 _
quarter will be forever extinguished.
6 V. ?% d2 ]6 E7 v* {Redemption: Subject to the provisions of the Bank Act and to the prior consent of the( ?) ?8 s# Z; ~* u- f
Superintendent and to the provisions described below under ‘‘Details of the
& c, U1 z6 s; i4 Y& C( N( @Offering — Certain Provisions of the Preferred Shares Series 18 as a; z- l) n( J k: H' @: ]$ f2 c5 n( q3 ~
Series — Restrictions on Dividends and Retirement of Shares’’, on
4 D2 Y8 X- j1 nFebruary 25, 2014 and on February 25 every five years thereafter, on not
& q. s0 I" n& z# y) l* ~' o! Emore than 60 nor less than 30 days’ notice, the Bank may redeem all or any& ]0 V3 p" R7 I$ x
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
$ P3 |: h/ J3 O& E6 f0 e) Hwithout the consent of the holder, by the payment of an amount in cash for
/ o( s& }7 f$ @4 L% p! \/ q$ ]8 Ceach such share so redeemed of $25.00 together with all declared and unpaid
) V) {) a! e# `. a) U5 a( C! Ldividends to the date fixed for redemption.
# G2 W6 ?! L' K! |3 M1 RConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
8 e, z2 l V$ F. @9 `' r) g. M4 nShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
( C4 Q8 w# U* U+ K) w) c9 othe right, at their option, to convert, on February 25, 2014 and on
& m+ L; U0 X2 \9 x4 Y0 R% RS-4, p7 d% u+ Z4 O5 d# {
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
" r! h' Z5 K: S: Z+ Wor all of their Preferred Shares Series 18 into an equal number of Preferred8 Q/ G) Q: Z% f8 ]
Shares Series 19 upon giving to the Bank notice thereof not earlier than
2 h0 M: l: Z9 n2 f0 A3 i* }* Q30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day6 \) ^$ u% k" C; Q" c: a& h8 S" K* G
preceding, a Series 18 Conversion Date.
& V1 X+ t% g+ b* S% ^* h% c v5 tAutomatic Conversion If the Bank determines, after having taken into account all shares tendered" h; f5 k* U& A) F" W( f
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
4 t# I% X! V" G" O3 S# ?Series 19, as the case may be, that there would be outstanding on such) W. W6 G* K w D X
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
9 r0 H& m2 s# z" ^* nsuch remaining number of Preferred Shares Series 18 will automatically be# |# O; C9 F1 o1 s
converted on such Series 18 Conversion Date into an equal number of" n7 |: X/ Y, d6 d
Preferred Shares Series 19. Additionally, if the Bank determines that, after
c# _9 m6 ~7 L& m4 i9 Pconversion, there would be outstanding on such Series 18 Conversion Date# {6 g' H5 J' ^/ Z
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares, Q1 `7 ^2 W4 O' ~- R
Series 18 will be converted into Preferred Shares Series 19.
, g2 d" a: y, gVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares& G$ @. g6 }' t, m' y
Series 18 will not be entitled as such to receive notice of, attend, or vote at,* q- F: Q* f$ p6 ?& w
any meeting of the shareholders of the Bank unless and until the first time at3 j/ c9 d4 W& n* u
which the Board of Directors has not declared the whole dividend on the
9 l0 n1 Z6 B; p* rPreferred Shares Series 18 in any quarter. In that event, subject as
* ]' ]8 t# l+ S* q" `9 Phereinafter provided, the holders of Preferred Shares Series 18 will be6 z/ A5 `. w" h1 d2 ]( S% ~
entitled to receive notice of, and to attend, meetings of shareholders at which" `7 L5 D$ K+ |0 m. H
directors of the Bank are to be elected and will be entitled to one vote for
5 K9 T) l0 {1 ~ G' m9 eeach Preferred Share Series 18 held. The voting rights of the holders of the5 @, K$ r+ k# c- C7 N# @- G
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
3 i! h3 x% {, d! }the first dividend on the Preferred Shares Series 18 to which the holders are
) {/ y2 @' q4 Wentitled thereunder subsequent to the time such voting rights first arose until
5 \2 ]# p. I, ^% zsuch time as the Bank may again fail to declare the whole dividend on the: M* T+ E$ K' I/ q; D
Preferred Shares Series 18 in respect of any quarter, in which event such# y2 e: Z6 E0 E4 J. s1 @9 r& g0 y
voting rights will become effective again and so on from time to time.
' i* |; E Z: B5 h: cPrincipal Characteristics of the Preferred Shares Series 19 v/ M& z9 C+ _' \6 x5 |; X
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
3 {% c( g) ]* r" S0 E+ q+ _# M rfloating rate non-cumulative preferential cash dividends, as and when) K; Z: f! w- |, k5 K- H( L) p
declared by the Board of Directors, subject to the provisions of the Bank Act,+ S5 M' G& Z1 @% ]' D: k" f
payable quarterly on the 25th day of February, May, August and November
% [. H1 O4 J2 |3 E/ U8 E( g! g# Hin each year, in the amount per share determined by multiplying the7 |# F- T- E. p& c: m
applicable Quarterly Floating Dividend Rate by $25.00.
# j3 Q* c- U% |+ @On the 30th day prior to the commencement of the initial quarterly dividend
/ t8 I* O7 F3 _* s% rperiod beginning on February 25, 2014, and on the 30th day prior to the first9 L4 G8 n( W# a
day of each subsequent quarterly dividend period (the initial quarterly
" u, Y3 V& E& K% bdividend period and each subsequent quarterly dividend period is referred to/ M# t2 c. c. K& ~ B$ k- i( ^
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
4 A2 [* E D. |, R. ~4 o( PQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate$ ?4 W$ v# }2 |( i! e/ E
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the/ U$ v" H% F8 ?% f" [: J
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days: j: ]& f# S# m7 L
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
3 R) n' M$ b, D, M) Bdetermined on the 30th day prior to the first day of the applicable Quarterly
4 t' P* P8 V5 N/ W) f" `" UFloating Rate Period.
9 C. L& d& f& y. a x4 ?" IS-5
- H) [! L/ r+ WIf the Board of Directors does not declare a dividend, or any part thereof, on3 w- X, P R8 [/ H
the Preferred Shares Series 19 on or before the dividend payment date for a
0 V: @/ V7 t- R4 Oparticular quarter, then the entitlement of the holders of the Preferred' G$ v1 e4 M4 H; p; q
Shares Series 19 to receive such dividend, or to any part thereof, for such0 [$ s* |# A8 n' p$ s
quarter will be forever extinguished.
* j3 Y6 i4 Z0 l l- S: bRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
# k5 A+ X: ]- L- [3 OSuperintendent and to the provisions described below under the heading
9 _7 G+ ~" \+ ]" C‘‘Details of the Offering — Certain Provisions of the Preferred Shares! N- e& v3 k# P- G
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
! {: v) B; }* U6 V4 y4 pon not more than 60 nor less than 30 days’ notice, the Bank may redeem all$ s$ W2 w) B; e9 T# q- m- N
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s$ e' [- q+ h: L
option without the consent of the holder, by the payment of an amount in. Y& k" R1 ?! H5 V% |, j
cash for each such share so redeemed of (i) $25.00 together with all declared
9 W' M4 u( i/ B/ o; S Band unpaid dividends to the date fixed for redemption in the case of# n. g: N$ {; [/ Z2 e5 j! g
redemptions on February 25, 2019 and on February 25 every five years
! K) e; ^6 ^# ^( k2 uthereafter, or (ii) $25.50 together with all declared and unpaid dividends to. l B8 O5 b, J7 c' z8 p
the date fixed for redemption in the case of redemptions on any other date/ w3 H( C4 N* L
on or after February 25, 2014.
0 @) M$ c! D n# |Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic5 d' J/ q- ? w5 Z! w
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
9 J) E6 V% A2 g7 x8 Q3 xthe right, at their option, to convert, on February 25, 2019 and on
: M) t' F$ w e% ZFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
m. i% l7 D: J8 X* }8 x( qor all of their Preferred Shares Series 19 into an equal number of Preferred8 e( ~* }+ n9 z: U
Shares Series 18 upon giving to the Bank written notice thereof not earlier" R1 c. \: w) j9 \) N2 p; z, Q
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
# }- H9 {6 {4 G$ `0 _15th day preceding, a Series 19 Conversion Date.! V0 l0 S Z5 S$ d4 ~7 O, C0 [
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
8 a# k$ k- I8 H: t" eProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares. |6 T9 X" @% q- G$ ^7 W
Series 18, as the case may be, that there would be outstanding on such$ S3 A. j% `6 ?7 n+ k" X
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
4 s0 ` i" p3 w: ksuch remaining number of Preferred Shares Series 19 will automatically be# W" n! w" n8 x% g
converted on such Series 19 Conversion Date into an equal number of
' Z$ _; h# ?5 m. }' y- N" H. ~2 ^Preferred Shares Series 18. Additionally, if the Bank determines that, after
+ K& w* ^* C" C o0 vconversion, there would be outstanding on such Series 19 Conversion Date# |1 H! u4 z2 c+ s) |! S& G
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares5 z/ o4 y+ a/ n: y
Series 19 will be converted into Preferred Shares Series 18.. Q9 h/ k; z1 O0 g5 i6 p6 \% k2 z
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
8 {; H* l/ X+ I* {Series 19 will not be entitled as such to receive notice of, attend, or vote at,: S" R. B2 L+ w. K( u# B, d4 w
any meeting of the shareholders of the Bank unless and until the first time at" Y* c" [, n J+ i
which the Board of Directors has not declared the whole dividend on the E. o4 a3 N2 e0 n* g
Preferred Shares Series 19 in any quarter. In that event, subject as2 n2 r2 Z( p2 e4 Z7 K$ d, z
hereinafter provided, the holders of Preferred Shares Series 19 will be
0 v. U4 Y! U/ w8 M+ wentitled to receive notice of, and to attend, meetings of shareholders at which
% I3 z Y" h2 F4 q; V+ \directors of the Bank are to be elected and will be entitled to one vote for; p5 `8 C c# H
each Preferred Share Series 19 held. The voting rights of the holders of the# |& O' X% I+ p( x0 a
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of# S4 s* ~) H8 }0 n8 H: O
the first dividend on the Preferred Shares Series 19 to which the holders are
0 D, R7 q3 ]( Y7 z2 m$ N( Ientitled thereunder subsequent to the time such voting rights first arose until6 u- E0 f1 N* S. ]' Z% u
such time as the Bank may again fail to declare the whole dividend on the
( A s% I4 b* v: ?8 ~$ LPreferred Shares Series 19 in respect of any quarter, in which event such
/ z. k. e" S9 m( h N) h8 Yvoting rights will become effective again and so on from time to time.( F0 b$ L- R a
S-6
* E! M* j1 a: r4 Q( kPriority: The preferred shares of each series of the Bank will rank on a parity with
/ m6 G# L# i2 R/ eevery other series and are entitled to preference over the common shares of
% I& e. |6 e1 A0 P$ y/ E* U, D( }the Bank and over any other shares of the Bank ranking junior to the
$ ]- L+ A, q# M& E! H0 ~! I% B4 r, O8 xpreferred shares with respect to the payment of dividends and upon any
! ^2 F9 Q/ `- C. M8 J+ y N ]distribution of assets in the event of the liquidation, dissolution or
; W1 |4 m* V3 ^1 N5 \) mwinding-up of the Bank.2 ~' Z7 [* q4 N1 v3 J" W
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under8 ]8 G7 b. g% R/ H Y. L
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares- \6 \$ W$ e- f/ C' x% m
Series 18 and Preferred Shares Series 19 will not be required to pay tax on L0 X) K3 U m6 G* B7 l
dividends received on such shares under Part IV.1 of such Act. |
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