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发表于 2008-11-29 16:58
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下面是BMO的:, K# l& V2 O: O: n1 l% v/ l
SUMMARY OF THE OFFERING9 v. i! z* {1 C5 J4 u
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’’.
' K4 a2 I3 T+ i Z4 K v8 ]Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.; W8 x$ Y0 Y# [' @( p9 t
Amount: $150,000,000 (6,000,000 shares).
. Y& |& B2 `$ l1 dPrice and Yield: $25.00 per share to yield initially 6.50% per annum.9 k; B" h: D- t5 \# l. @" ^* v5 }
Principal Characteristics of the Preferred Shares Series 18% Q$ s; c% q O
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed, E; X1 o" X3 V: z. c) z
non-cumulative preferential cash dividends, as and when declared by the5 d' k$ Q- L- d% u3 ^
Board of Directors, subject to the provisions of the Bank Act, for the initial5 a' d' X" T P! `1 d$ c
period commencing on the closing date and ending on and including
) w- d/ z' X: O0 J2 XFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
6 x: e& F/ S# [ `. \25th day of February, May, August and November in each year, at a rate
. {; [5 d, V3 D2 a6 L. Vequal to $0.40625 per share. The initial dividend, if declared, will be payable
* ^7 V' \" K$ j$ [3 aMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing8 ~0 F- h& H( A% J9 I4 y! I
date of December 11, 2008.1 c+ L- l- y+ v4 Z8 I5 G
For each five-year period after the Initial Fixed Rate Period (each, a
" }3 E& R* Y ^: T" r; X‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares! C8 I& p I' e' f8 b6 B
Series 18 will be entitled to receive fixed non-cumulative preferential cash
( f8 G6 O; }- b6 |1 k( j2 o+ Wdividends, as and when declared by the Board of Directors, subject to the
7 c% g7 o2 n7 Z# i9 f8 z/ K3 Tprovisions of the Bank Act, payable quarterly on the 25th day of February,/ |. J5 G$ Z( V
May, August and November in each year, in the amount per share per annum3 b6 m n* y, \+ H; [" d" [, F/ e
determined by multiplying the Annual Fixed Dividend Rate applicable to
( l& q$ B# u( M+ s7 }. isuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
1 u, Z. o" l- B4 @3 S: o3 J' xRate for the ensuing Subsequent Fixed Rate Period will be determined by the |6 o: V: K" h2 }7 P
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
% }/ S5 k% ^0 k' m9 K0 w' A2 Rof such Subsequent Fixed Rate Period and will be equal to the sum of the9 q6 w+ j3 |! C" n; C3 M/ u
Government of Canada Yield on the applicable Fixed Rate Calculation Date
: t0 f0 n8 U; N' y9 t7 C: F! E5 Tplus 3.83%.
; b6 v j+ c# m& D7 p% f: VIf the Board of Directors does not declare a dividend, or any part thereof, on2 `4 ~6 c! u, T6 y, z
the Preferred Shares Series 18 on or before the dividend payment date for a" Q. M1 e; Y0 ^! N
particular quarter, then the entitlement of the holders of the Preferred
: E- ` d4 }; G. y. i# HShares Series 18 to receive such dividend, or to any part thereof, for such; r' A. g% M( a
quarter will be forever extinguished.
8 R) K' _2 l7 f9 }: ]* [Redemption: Subject to the provisions of the Bank Act and to the prior consent of the8 H7 b3 G/ r" Q" K: h d
Superintendent and to the provisions described below under ‘‘Details of the4 N0 Q4 Q1 l/ |. o9 w2 n# p
Offering — Certain Provisions of the Preferred Shares Series 18 as a! w5 ^. D5 {; f9 F# j. Q2 T
Series — Restrictions on Dividends and Retirement of Shares’’, on
2 c1 X8 R# q7 R9 i WFebruary 25, 2014 and on February 25 every five years thereafter, on not1 e" z0 Z+ h! b
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any+ W; p5 O) g6 k- K. F% G& z7 r
part of the then outstanding Preferred Shares Series 18, at the Bank’s option1 I: x# ?. L' L" Y; C; u+ ^
without the consent of the holder, by the payment of an amount in cash for1 u" m- u r! C5 Q2 {- a8 V! Y
each such share so redeemed of $25.00 together with all declared and unpaid
: M. n- }: H) I! f5 D1 O9 \1 Idividends to the date fixed for redemption.
+ J# ?' V+ s0 `7 R* M1 mConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic3 d6 M" R, p; W v. B
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
- H5 n- p$ x1 S/ Q# k" M8 ]$ @8 hthe right, at their option, to convert, on February 25, 2014 and on
3 }' x& a+ m% _ VS-4
/ D0 E: |7 f1 q3 t" DFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any- A; u# L9 J) [* N1 O" \
or all of their Preferred Shares Series 18 into an equal number of Preferred# T0 [ ?' N# _
Shares Series 19 upon giving to the Bank notice thereof not earlier than
) R4 [7 Q9 |9 B$ Z B' y30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
. W# F' s' r5 L0 C/ |8 Apreceding, a Series 18 Conversion Date.- T2 _" E+ q1 O! d& _# C: p
Automatic Conversion If the Bank determines, after having taken into account all shares tendered4 u7 l2 z6 ~. h$ N
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares' [$ D! U) C. Y( l) H: n2 F
Series 19, as the case may be, that there would be outstanding on such
6 Y/ v8 W. f8 H3 \$ ~0 P% I/ jSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
0 }2 X4 B5 h$ ^% z2 Gsuch remaining number of Preferred Shares Series 18 will automatically be7 P+ i r0 \& e( I
converted on such Series 18 Conversion Date into an equal number of
/ ^0 ~ F. D+ Y' bPreferred Shares Series 19. Additionally, if the Bank determines that, after
* N8 S) W+ d2 ?' W$ Vconversion, there would be outstanding on such Series 18 Conversion Date
; V- H- M$ Y4 [* k5 `% M( bless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares, f6 f Z' x! P C- n+ ^
Series 18 will be converted into Preferred Shares Series 19.4 A1 I: f" n/ Z9 v8 M
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares C5 |. R- @/ b- d
Series 18 will not be entitled as such to receive notice of, attend, or vote at,1 G7 F! @! M% B+ O( a' Z0 ?
any meeting of the shareholders of the Bank unless and until the first time at
U1 R7 L. U4 k+ M% gwhich the Board of Directors has not declared the whole dividend on the: a% @# |" n3 ~. X% K
Preferred Shares Series 18 in any quarter. In that event, subject as2 ?3 S& g3 ]0 T q( I. R5 {. H
hereinafter provided, the holders of Preferred Shares Series 18 will be
+ J" D9 \* ]" p# T9 c" O' b) J9 u. u2 w3 Ventitled to receive notice of, and to attend, meetings of shareholders at which/ I8 v, c- t e$ R+ S8 ~
directors of the Bank are to be elected and will be entitled to one vote for
# Y& a! \9 a, G. u" Teach Preferred Share Series 18 held. The voting rights of the holders of the
. x' i' E6 [* G6 xPreferred Shares Series 18 will forthwith cease upon payment by the Bank of9 C1 o# ]1 h" z* d" @
the first dividend on the Preferred Shares Series 18 to which the holders are
+ t. C7 g1 L2 {entitled thereunder subsequent to the time such voting rights first arose until
9 O* o! P" i1 @1 tsuch time as the Bank may again fail to declare the whole dividend on the
6 z& U9 o5 H* xPreferred Shares Series 18 in respect of any quarter, in which event such
% W# x' ?' h) U1 c! {voting rights will become effective again and so on from time to time.
: r \" h9 I2 ?; p) Q! Z; @Principal Characteristics of the Preferred Shares Series 19' ?1 S1 {8 X8 ~8 T. j& Z
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive) O; v# m+ a8 h0 n2 J9 P) U! ]6 j! d
floating rate non-cumulative preferential cash dividends, as and when
7 s/ [0 V1 I# {) X: pdeclared by the Board of Directors, subject to the provisions of the Bank Act,
% Y9 V8 S$ f/ o9 d; j. \# d9 |payable quarterly on the 25th day of February, May, August and November# m# Q+ B) E9 [: x
in each year, in the amount per share determined by multiplying the
: V2 l7 v2 O/ vapplicable Quarterly Floating Dividend Rate by $25.00.
7 t0 [/ K" G( @On the 30th day prior to the commencement of the initial quarterly dividend ~% E1 {5 w7 O* N- ?0 h
period beginning on February 25, 2014, and on the 30th day prior to the first% L9 e! `2 O4 S
day of each subsequent quarterly dividend period (the initial quarterly
* j3 m- |/ L; E6 s+ |/ Hdividend period and each subsequent quarterly dividend period is referred to, ~9 {& b1 G6 R$ j9 y3 e
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
# M' J$ v! k7 i% R" nQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
$ _ H* \$ ^& W$ U) yPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
$ @3 h, g* h9 ]9 V& |T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
/ H6 w" O6 g7 p* X9 welapsed in the applicable Quarterly Floating Rate Period divided by 365)$ k& A" J2 }5 s/ X& P
determined on the 30th day prior to the first day of the applicable Quarterly
u& D# j2 t! O9 {: qFloating Rate Period.* g& x3 D2 i8 M8 a7 W! m
S-55 Z C+ X# d! w% f
If the Board of Directors does not declare a dividend, or any part thereof, on; _3 I* W0 v+ l. M$ _9 S/ m5 q1 c
the Preferred Shares Series 19 on or before the dividend payment date for a
7 q) r- v. S4 k2 m' k0 _particular quarter, then the entitlement of the holders of the Preferred2 Z9 ^* c) p% ~6 c/ p; K) o
Shares Series 19 to receive such dividend, or to any part thereof, for such
8 H7 t7 z5 p3 r. u3 E3 Aquarter will be forever extinguished.0 @( `1 f2 ?$ H
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the# l K2 H9 G8 ]4 K
Superintendent and to the provisions described below under the heading
' }7 O. ]: u q3 y0 q‘‘Details of the Offering — Certain Provisions of the Preferred Shares
# D+ w; J7 l& ^4 eSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
* ~* v: P9 q$ m$ y% u) }on not more than 60 nor less than 30 days’ notice, the Bank may redeem all" \! Z" N/ s! S+ K9 L" p7 d
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
# |, V" Q+ p& T% H$ poption without the consent of the holder, by the payment of an amount in
3 y0 w9 \: J: H8 lcash for each such share so redeemed of (i) $25.00 together with all declared# w- u9 t1 T5 [
and unpaid dividends to the date fixed for redemption in the case of
- B! t7 d* {! Jredemptions on February 25, 2019 and on February 25 every five years' z$ Y7 n \. |
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to6 T8 Z6 W! w/ Q
the date fixed for redemption in the case of redemptions on any other date1 B2 l0 p& E% b& S) ~
on or after February 25, 2014.
1 w& Z4 ?- d: nConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
; Q* S/ {" e) W+ y0 p9 yShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have2 T6 @2 f! e& S8 J& ]
the right, at their option, to convert, on February 25, 2019 and on
0 \5 {5 ]( Q9 b Z% d% ^; sFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any- B: i/ _; S+ [+ d1 r
or all of their Preferred Shares Series 19 into an equal number of Preferred, [" j6 \/ g+ y
Shares Series 18 upon giving to the Bank written notice thereof not earlier
1 W/ q; q5 M: e- \6 E/ I: ^$ Qthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
7 Q, z* x4 F! K( Z15th day preceding, a Series 19 Conversion Date.0 H# i/ r# F4 l- }5 V9 p& k6 ]
Automatic Conversion If the Bank determines, after having taken into account all shares tendered! P$ a5 ^( o: `7 \
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
5 ?) n9 J( j/ {) u) d8 ]Series 18, as the case may be, that there would be outstanding on such
6 M/ Q1 _9 q' o) E" y& JSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,& V+ {7 b( }$ ? y. A3 i
such remaining number of Preferred Shares Series 19 will automatically be) [3 p. W g& C% X" X1 h5 J* N$ a
converted on such Series 19 Conversion Date into an equal number of' D+ _% v. v" @: }$ _) L& o& p1 l
Preferred Shares Series 18. Additionally, if the Bank determines that, after
3 ~. s% \) C. c0 Econversion, there would be outstanding on such Series 19 Conversion Date
+ z. s( ?8 i* F- S0 E" o. k4 pless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares5 v$ X1 u p5 H9 v) J
Series 19 will be converted into Preferred Shares Series 18.* n A* `8 j7 U. s; E7 V" f: c" f
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares4 q3 @8 w4 k; Y' n% b
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
+ S6 N/ x, v8 t2 }: Y9 }# ^any meeting of the shareholders of the Bank unless and until the first time at+ L2 U( w) C1 ~6 ~5 f5 F
which the Board of Directors has not declared the whole dividend on the: x! I. Y% m* ]2 y; x1 T: ]
Preferred Shares Series 19 in any quarter. In that event, subject as
% j2 [1 a! F% L8 j2 g1 V: n- e3 j1 Z6 Phereinafter provided, the holders of Preferred Shares Series 19 will be
Q, m8 S' N" yentitled to receive notice of, and to attend, meetings of shareholders at which s2 t; f8 i' C* A
directors of the Bank are to be elected and will be entitled to one vote for2 F% G; C. A3 R
each Preferred Share Series 19 held. The voting rights of the holders of the# f* s0 ?" `* Z4 F4 Y# a- L
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
8 ?8 @/ T2 w9 B" D( q1 a n vthe first dividend on the Preferred Shares Series 19 to which the holders are2 S5 a% D/ c% _; S; R
entitled thereunder subsequent to the time such voting rights first arose until8 [" W C4 s5 D% Q4 \/ x1 M) B# G$ M
such time as the Bank may again fail to declare the whole dividend on the% U% C" k, j/ Z2 F9 v/ Q4 a! |; ?
Preferred Shares Series 19 in respect of any quarter, in which event such
$ N6 V" u7 o/ Dvoting rights will become effective again and so on from time to time.( K9 D3 C$ M5 I7 `% t) Z
S-6% v; X0 O! C2 P) Y
Priority: The preferred shares of each series of the Bank will rank on a parity with! ~- Z) y, g, r* K! q
every other series and are entitled to preference over the common shares of3 R7 D& {$ A! ?
the Bank and over any other shares of the Bank ranking junior to the
! [9 Q$ M6 h7 |+ x- y: y1 k kpreferred shares with respect to the payment of dividends and upon any
7 P- H* }. J3 ydistribution of assets in the event of the liquidation, dissolution or
( Z* q6 S7 c' k2 H+ Q. ^8 fwinding-up of the Bank.4 y* @' l. |8 b0 y2 k1 G
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
6 q( l$ h& u' j# X8 @9 J7 o& gDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares; |! [% I+ S9 _/ J2 B5 u+ z0 v
Series 18 and Preferred Shares Series 19 will not be required to pay tax on Y$ ^1 b# z: k) K5 t6 H
dividends received on such shares under Part IV.1 of such Act. |
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