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发表于 2008-11-29 16:58
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下面是BMO的:( V7 }; `1 o* y: W+ W( Z; K) P
SUMMARY OF THE OFFERING
I* B6 R! ^, \& Y$ g/ QThis 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’’.
( I% a, j3 x4 ^0 FIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
7 C, w7 m ^! T7 o GAmount: $150,000,000 (6,000,000 shares).: H+ w. f3 D5 _ D
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
; c' }' } `' i: Q# Y( MPrincipal Characteristics of the Preferred Shares Series 186 L8 a& o+ n% p; o) ^. p$ s
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed% ?1 T; R4 |/ r6 x/ r+ [! F$ B
non-cumulative preferential cash dividends, as and when declared by the! Y7 Q+ m9 B1 y1 u
Board of Directors, subject to the provisions of the Bank Act, for the initial. z! M- G# X" O( Z; k
period commencing on the closing date and ending on and including
7 H( ]% N0 T# S" D: I9 J) R% HFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
* g! I+ O9 h& A+ t) c- j$ J25th day of February, May, August and November in each year, at a rate
E/ ]2 x' T, h# Sequal to $0.40625 per share. The initial dividend, if declared, will be payable1 ]% f4 w0 {- l( s, ^+ e0 n# j
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing) E- n+ [/ Y9 }; b1 l- E
date of December 11, 2008.! u7 p# I. {" }! }
For each five-year period after the Initial Fixed Rate Period (each, a
% @( _1 F: t! d: Y3 }) M‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
4 a# u% c; ~3 A0 kSeries 18 will be entitled to receive fixed non-cumulative preferential cash B) r/ p: u5 R; Y1 K9 A9 ]; ]; @
dividends, as and when declared by the Board of Directors, subject to the
, c8 e L. v" t3 gprovisions of the Bank Act, payable quarterly on the 25th day of February,
6 l: l5 C0 q, e0 W! sMay, August and November in each year, in the amount per share per annum
: i$ {& {" ~' Z* A2 jdetermined by multiplying the Annual Fixed Dividend Rate applicable to* y* E# {+ @1 p* c. x# L
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend4 |( s1 y, x+ E" Q! A
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
" ]' v) P* Q( PBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day0 s/ q9 }* e0 R `3 v
of such Subsequent Fixed Rate Period and will be equal to the sum of the
+ j: N8 h4 K: M0 W8 P2 c' hGovernment of Canada Yield on the applicable Fixed Rate Calculation Date# }/ z6 u* d% f# ?& Q* A* d. Z
plus 3.83%.7 |. Z! M" h: W
If the Board of Directors does not declare a dividend, or any part thereof, on" v) i& }& n) [* [0 T
the Preferred Shares Series 18 on or before the dividend payment date for a
2 M2 S) T0 K1 B& e: w* G. Yparticular quarter, then the entitlement of the holders of the Preferred
: {, y+ ]8 v: D+ SShares Series 18 to receive such dividend, or to any part thereof, for such
& e( _; N6 v' d' B8 w& M) ]quarter will be forever extinguished.3 S/ ]/ e' F* F6 _; j6 q* |. e2 z# m1 F
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
) m, P5 p/ x" J7 n; FSuperintendent and to the provisions described below under ‘‘Details of the- T" s2 {) T1 ^$ d' h. I% m. G
Offering — Certain Provisions of the Preferred Shares Series 18 as a
2 B1 j0 h2 w% R! H: mSeries — Restrictions on Dividends and Retirement of Shares’’, on6 y* U& q9 a0 P8 M4 Z
February 25, 2014 and on February 25 every five years thereafter, on not
! q" y/ D) E. amore than 60 nor less than 30 days’ notice, the Bank may redeem all or any3 N4 j {' g: D' I. J
part of the then outstanding Preferred Shares Series 18, at the Bank’s option, w7 u" h2 z1 \
without the consent of the holder, by the payment of an amount in cash for
, {! @6 h$ o, D4 O' y" Beach such share so redeemed of $25.00 together with all declared and unpaid/ f& |) C1 a. V; M5 d# x6 z# Q
dividends to the date fixed for redemption.
8 X# S( {# V4 _! OConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic7 U1 F! C E$ D2 D& ?7 [% ~
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
; C; B& n6 T) i/ q- p4 \& lthe right, at their option, to convert, on February 25, 2014 and on
9 h1 ]4 j9 G* R5 t9 {S-4" ]1 Y* y2 `7 a N2 D" W# E5 @
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
1 Y$ g8 X7 w* \+ @" qor all of their Preferred Shares Series 18 into an equal number of Preferred
1 w; `' r% J5 u2 _6 p- bShares Series 19 upon giving to the Bank notice thereof not earlier than
* r4 j6 n- A( c, J30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
* d& M: s& }8 U( q Z1 x9 H9 }preceding, a Series 18 Conversion Date.
0 l1 M1 Z$ M5 f2 Z& eAutomatic Conversion If the Bank determines, after having taken into account all shares tendered' a6 T* Q& G, V" ?. ]& M8 O
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
) d" F/ c' ]9 \/ ~) j: L2 i& uSeries 19, as the case may be, that there would be outstanding on such) l. {1 E: @7 d- \1 }: V6 ~8 z
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,$ W! N7 k7 i& T! K
such remaining number of Preferred Shares Series 18 will automatically be
; a) Q! ]; y# S3 ]% [$ a' Bconverted on such Series 18 Conversion Date into an equal number of6 [5 \! a) u J
Preferred Shares Series 19. Additionally, if the Bank determines that, after
! K' C2 m" M0 Q$ w$ T3 B- Mconversion, there would be outstanding on such Series 18 Conversion Date! z$ B9 j" c0 J* @+ A' i+ @
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares% g* t% H1 T" Q
Series 18 will be converted into Preferred Shares Series 19.- j# Q+ h! |5 ^
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 k2 [" s- U5 T. W
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
/ w" o* T8 m- zany meeting of the shareholders of the Bank unless and until the first time at
" P& c4 C& m! ^which the Board of Directors has not declared the whole dividend on the4 D6 a- U- Q, s9 c
Preferred Shares Series 18 in any quarter. In that event, subject as
, y6 Y4 B, i5 w/ ^hereinafter provided, the holders of Preferred Shares Series 18 will be
/ R/ s$ e! T2 L1 H+ _- [entitled to receive notice of, and to attend, meetings of shareholders at which
2 T; B3 Z- i+ M5 P+ wdirectors of the Bank are to be elected and will be entitled to one vote for/ \, [' f) s# u9 ^. e" R% S& a
each Preferred Share Series 18 held. The voting rights of the holders of the
; w# p+ Z d: ^) H! Z% @4 l5 f% CPreferred Shares Series 18 will forthwith cease upon payment by the Bank of+ U6 ]; G5 g: ~+ z$ Q
the first dividend on the Preferred Shares Series 18 to which the holders are8 }0 a4 b0 Z1 ?3 u6 o$ d% r
entitled thereunder subsequent to the time such voting rights first arose until! {8 J! X0 |5 [" L1 s5 R
such time as the Bank may again fail to declare the whole dividend on the! x3 S# P" |6 q3 t% m' H8 P
Preferred Shares Series 18 in respect of any quarter, in which event such% X, |4 E' S- ~% f- H
voting rights will become effective again and so on from time to time.
. ]; C* i6 O6 o% H7 r% ~Principal Characteristics of the Preferred Shares Series 192 w: g$ g" D# o( s7 t
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive6 i; Q( ~$ y7 A' }0 t8 O# m7 E
floating rate non-cumulative preferential cash dividends, as and when+ f9 U; A# ]+ J2 B2 }0 p K
declared by the Board of Directors, subject to the provisions of the Bank Act,
/ h+ Q% z* S0 H! upayable quarterly on the 25th day of February, May, August and November
% i' ?; c$ l1 I# @in each year, in the amount per share determined by multiplying the
( m" \ C$ p" K( A h. g# Gapplicable Quarterly Floating Dividend Rate by $25.00.8 X& K Y! J/ O, H% [5 F
On the 30th day prior to the commencement of the initial quarterly dividend
- X3 ^( J, A1 x9 z6 qperiod beginning on February 25, 2014, and on the 30th day prior to the first1 P* D& G* [. @& E5 a
day of each subsequent quarterly dividend period (the initial quarterly$ a9 l f% n% P; D9 i/ `. S
dividend period and each subsequent quarterly dividend period is referred to
! y4 Z) n. J: C* Sas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the; s: `, q/ z$ M
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate$ J- F" z. E' b6 u, o
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
9 I3 M! I S; s, ^( bT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
" Y! I7 [% ?% y, }- yelapsed in the applicable Quarterly Floating Rate Period divided by 365)
& Z, k' l( ?3 N# Kdetermined on the 30th day prior to the first day of the applicable Quarterly
C4 M5 d- O$ qFloating Rate Period.
) ]) z# i T3 n- S- @0 rS-5
" i. y8 z, {6 ]7 l7 ~+ N$ ]6 PIf the Board of Directors does not declare a dividend, or any part thereof, on
) [" v/ s. |1 H8 ~8 E4 `) Y# Wthe Preferred Shares Series 19 on or before the dividend payment date for a
" l, r/ W @. vparticular quarter, then the entitlement of the holders of the Preferred; c ? Y6 _0 K( @0 R$ ]
Shares Series 19 to receive such dividend, or to any part thereof, for such
- v; I `; X. u+ b5 K* Xquarter will be forever extinguished.% Z, k+ C# h" b( \* F5 {
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
% m8 g7 _6 Y( t nSuperintendent and to the provisions described below under the heading0 c. G0 Q& d8 z# E3 A4 M, [# l
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
7 { Q5 g. U# D/ s: S8 Y; f9 K8 n3 mSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,6 F: V/ u; n. T1 d
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
, g4 L& H5 f# w8 ], G0 [4 V7 ^or any part of the then outstanding Preferred Shares Series 19, at the Bank’s: l! |+ p) y% H0 q" ?
option without the consent of the holder, by the payment of an amount in, E& H: B/ B- ~0 ^% R# S
cash for each such share so redeemed of (i) $25.00 together with all declared
" h& a4 r* @+ V( t, {& L5 Tand unpaid dividends to the date fixed for redemption in the case of
8 u6 w! [. z' U9 r& Y* P8 bredemptions on February 25, 2019 and on February 25 every five years
$ R5 E! i. T# ?& @6 T& ythereafter, or (ii) $25.50 together with all declared and unpaid dividends to
& j' w% [+ d& m$ {the date fixed for redemption in the case of redemptions on any other date
2 M! T8 T$ `3 H# P! E! xon or after February 25, 2014.
8 ~1 ?* K. e. d3 @8 k5 {% W2 FConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic7 j; C3 h X8 S
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
+ E5 A+ u. l3 K0 Sthe right, at their option, to convert, on February 25, 2019 and on" q- x; N- ` p2 T/ l1 _% y' w
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any% Y" r- L& X+ ?9 z& t
or all of their Preferred Shares Series 19 into an equal number of Preferred
: T: E# e. `' w8 h( J. [Shares Series 18 upon giving to the Bank written notice thereof not earlier- [ ]4 F! J4 v; \7 y, r
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the: V" u% q" k9 ]0 X1 S
15th day preceding, a Series 19 Conversion Date.) D$ p4 |9 c; w- _- G8 l' l
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
" x' ?0 ~# z G* V v( E" FProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares5 N+ R$ D Z5 m9 ]: J
Series 18, as the case may be, that there would be outstanding on such8 k8 g% |) K3 l/ a% r
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
$ @% w5 y" d0 A. G4 L7 ksuch remaining number of Preferred Shares Series 19 will automatically be! x! S$ o: F) @1 Q9 Q7 C8 O4 M
converted on such Series 19 Conversion Date into an equal number of
$ Y% n/ [8 O8 v& GPreferred Shares Series 18. Additionally, if the Bank determines that, after
; J# g/ k4 P- F5 {& qconversion, there would be outstanding on such Series 19 Conversion Date
$ \8 X- i# s+ c% @9 {less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
5 U8 h" y& H: BSeries 19 will be converted into Preferred Shares Series 18./ W1 |' J, o# y- _0 X, p
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares, [$ N& J9 A& O x9 }% L
Series 19 will not be entitled as such to receive notice of, attend, or vote at, C4 O) U. t# R- N
any meeting of the shareholders of the Bank unless and until the first time at
6 I2 ?$ t7 a$ P8 A3 b: y3 T9 P' d$ L" ^which the Board of Directors has not declared the whole dividend on the7 `: b, n Q% J: p" }, W/ v
Preferred Shares Series 19 in any quarter. In that event, subject as
+ v& x3 [5 o* ~6 ahereinafter provided, the holders of Preferred Shares Series 19 will be& v, z- y3 Z. h' _
entitled to receive notice of, and to attend, meetings of shareholders at which9 m, l& m( M0 W6 h* S% a# \
directors of the Bank are to be elected and will be entitled to one vote for
, U; _& {* L& D) O# veach Preferred Share Series 19 held. The voting rights of the holders of the
' `+ w6 [$ F: H+ M2 I$ gPreferred Shares Series 19 will forthwith cease upon payment by the Bank of( X4 G* T) i" ^/ h* z6 a. F
the first dividend on the Preferred Shares Series 19 to which the holders are
6 a$ M( e9 N8 |* ]entitled thereunder subsequent to the time such voting rights first arose until
% F+ n" N p. m$ _such time as the Bank may again fail to declare the whole dividend on the! @1 T9 n# {% U8 Y/ c
Preferred Shares Series 19 in respect of any quarter, in which event such. B6 _* P1 n7 [/ ?
voting rights will become effective again and so on from time to time.
5 G' N7 [0 C% ]S-6+ z) f, M V" F/ W X
Priority: The preferred shares of each series of the Bank will rank on a parity with! Y1 m Z0 K" d) H
every other series and are entitled to preference over the common shares of
( m8 \- @9 V1 z" p) \the Bank and over any other shares of the Bank ranking junior to the
. v% P# j9 g6 L, Fpreferred shares with respect to the payment of dividends and upon any
7 e: ^! u* s1 N) Wdistribution of assets in the event of the liquidation, dissolution or
/ t' [6 Z; }% a; a, V/ C1 o8 z' bwinding-up of the Bank.( l+ m2 Z# E4 y: L
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under, N. B# T9 @6 _* S/ `
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares1 }" Z$ `/ R |" z w
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
2 W( E/ r, g' u, R! P+ {2 edividends received on such shares under Part IV.1 of such Act. |
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