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发表于 2008-11-29 16:58
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下面是BMO的:7 a. \$ m+ s6 j
SUMMARY OF THE OFFERING
* _7 z$ J R9 z% XThis 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’’.8 a& |+ I) J! }1 }. S9 j) f: t: y
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
& Z( _) ]4 c* x! Z6 V7 QAmount: $150,000,000 (6,000,000 shares).
6 [/ W! e1 ]# fPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
* j& Y! _6 g# a( z; S. {Principal Characteristics of the Preferred Shares Series 188 F8 Z" F, r: M( Z5 `) Y# @9 F
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed3 N6 D; {8 \8 `/ } k, _- C
non-cumulative preferential cash dividends, as and when declared by the& I* @. [4 _7 S
Board of Directors, subject to the provisions of the Bank Act, for the initial
1 W* N( w$ K _2 K- Bperiod commencing on the closing date and ending on and including$ x+ Y% f- J3 u# y* t" M3 ^4 _+ i
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
% M9 K6 y( s+ I' K M25th day of February, May, August and November in each year, at a rate! h+ ~* D5 I! Y1 f e8 J
equal to $0.40625 per share. The initial dividend, if declared, will be payable
. k2 L* ]5 @, l: c4 U XMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing* k$ f( R: |7 C
date of December 11, 2008.% R9 t. q; ^5 A8 k1 S1 L$ @; D# \; a
For each five-year period after the Initial Fixed Rate Period (each, a' s8 g. t- d) |. d
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares- m, s3 B6 [3 {0 u
Series 18 will be entitled to receive fixed non-cumulative preferential cash
% o7 d3 ~* l# Hdividends, as and when declared by the Board of Directors, subject to the
* K% i# F% Q: _1 g9 Wprovisions of the Bank Act, payable quarterly on the 25th day of February,
) B0 ~) y" G$ N0 n! k( [' mMay, August and November in each year, in the amount per share per annum
; y3 n* i6 A. pdetermined by multiplying the Annual Fixed Dividend Rate applicable to2 E, {; l/ r0 d% T0 I1 ^* S
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend4 i" Y) ^# i. j/ \% U
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the. Y+ O$ z$ B+ V# ^2 M
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day. c, g7 a7 B, \9 U; j! Z1 c0 i
of such Subsequent Fixed Rate Period and will be equal to the sum of the
. B4 b, C% ~, \Government of Canada Yield on the applicable Fixed Rate Calculation Date6 p* V5 f" T4 G% q
plus 3.83%.' s& s3 D' L3 r' z
If the Board of Directors does not declare a dividend, or any part thereof, on2 H& F2 k, N) W ?; H3 X$ |
the Preferred Shares Series 18 on or before the dividend payment date for a
( W+ r, O/ j! {: rparticular quarter, then the entitlement of the holders of the Preferred, r: V: {1 w6 k. [, O6 F X
Shares Series 18 to receive such dividend, or to any part thereof, for such1 D# G: D0 p G! q6 D/ ^" }' i6 z0 J( |* e
quarter will be forever extinguished.% a6 p) x' m$ u2 [! l# B
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
+ f& a, ^4 V: Q# E- kSuperintendent and to the provisions described below under ‘‘Details of the
3 B+ Q4 M& l* n1 \9 S# p8 {5 _Offering — Certain Provisions of the Preferred Shares Series 18 as a
: @ m& v- a) W) R# N# {Series — Restrictions on Dividends and Retirement of Shares’’, on
& y% ]1 U9 D2 R# h% {# c; HFebruary 25, 2014 and on February 25 every five years thereafter, on not
. I8 y* E5 K) Y( _" q2 |more than 60 nor less than 30 days’ notice, the Bank may redeem all or any+ l% b0 G9 H8 B$ @* |7 c' i
part of the then outstanding Preferred Shares Series 18, at the Bank’s option+ H6 G q$ k7 Y: b1 C2 U( O9 v
without the consent of the holder, by the payment of an amount in cash for
4 z: z* W3 K( l$ t* Z5 weach such share so redeemed of $25.00 together with all declared and unpaid
O) n: n: _* Adividends to the date fixed for redemption.
+ e. Q' `% Z9 CConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic) [$ K5 u$ v* X0 f9 V9 i
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have. p/ z8 N1 f& S" I
the right, at their option, to convert, on February 25, 2014 and on4 l7 X" v# P; L$ s' {- l4 g
S-4
\# K4 N2 h: \4 J: y8 O! {February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
1 v$ D$ z& S# G+ eor all of their Preferred Shares Series 18 into an equal number of Preferred
, m. q! z5 T) T. R! j5 [Shares Series 19 upon giving to the Bank notice thereof not earlier than
9 C6 K8 l& S3 y: s; _5 a30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day; `9 x+ L( i9 y' C
preceding, a Series 18 Conversion Date.
9 C( K R1 R, T4 c% AAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
, Y4 Z5 E5 ]$ h+ ` @9 \7 BProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares' t9 a' Y3 i, r
Series 19, as the case may be, that there would be outstanding on such2 u& r! v( b5 a- f# j& |
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,3 F" y4 R% ]7 V7 l8 m! \1 Z3 Z9 Q
such remaining number of Preferred Shares Series 18 will automatically be$ H! L9 J% L7 r- C! E( ]
converted on such Series 18 Conversion Date into an equal number of$ V! j# {8 i# G/ p5 p4 n- }! a
Preferred Shares Series 19. Additionally, if the Bank determines that, after f9 U5 Q7 D1 L8 ~% M
conversion, there would be outstanding on such Series 18 Conversion Date" t" a& Z7 t& V- \/ l) ^
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
5 |( h( O, U9 Y8 ?' v/ w! `Series 18 will be converted into Preferred Shares Series 19.
* @2 [! |1 ~" \9 y" D; x6 `* ZVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
+ L/ ^3 O" i! A1 Q1 j6 V; ISeries 18 will not be entitled as such to receive notice of, attend, or vote at,
+ Q; X$ E# y+ R) s/ u+ Q% ]- dany meeting of the shareholders of the Bank unless and until the first time at' w2 c1 \9 f$ W
which the Board of Directors has not declared the whole dividend on the4 L* d: L9 y' H( L8 S$ J# t
Preferred Shares Series 18 in any quarter. In that event, subject as, u" h+ s; H$ p9 G* \, P3 U
hereinafter provided, the holders of Preferred Shares Series 18 will be
" h' u" k8 F. \3 ?$ bentitled to receive notice of, and to attend, meetings of shareholders at which
, r+ N" Q& Z3 K: A4 ]* Qdirectors of the Bank are to be elected and will be entitled to one vote for
0 o3 o( M+ g( B9 R3 } `# Reach Preferred Share Series 18 held. The voting rights of the holders of the5 s# [8 w% A/ n; L; C" o- ^
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of8 S& }+ b( i" O2 y1 h: W
the first dividend on the Preferred Shares Series 18 to which the holders are5 H9 m; J" E& L4 `
entitled thereunder subsequent to the time such voting rights first arose until
( [7 }. [0 @( b" R8 k6 S/ e1 xsuch time as the Bank may again fail to declare the whole dividend on the& _+ K" P( B% W" X
Preferred Shares Series 18 in respect of any quarter, in which event such
2 d5 o) a% e3 W7 Qvoting rights will become effective again and so on from time to time.
% Q6 N. E9 O, ]- R/ y9 v( fPrincipal Characteristics of the Preferred Shares Series 19
4 a7 O8 i# K4 T' BDividends: The holders of the Preferred Shares Series 19 will be entitled to receive4 Q0 v- m( e. [! {
floating rate non-cumulative preferential cash dividends, as and when. k2 G% w/ W9 L( j$ ]
declared by the Board of Directors, subject to the provisions of the Bank Act,
. o/ W R+ Q3 D$ }2 Vpayable quarterly on the 25th day of February, May, August and November& v! N( P8 `0 f0 B( Y
in each year, in the amount per share determined by multiplying the
0 p1 Q7 l n0 ?' M* x0 e; K7 ]applicable Quarterly Floating Dividend Rate by $25.00.
, b, ~, _, L6 E# Z1 iOn the 30th day prior to the commencement of the initial quarterly dividend J" m0 r: {/ Q+ t& t7 y
period beginning on February 25, 2014, and on the 30th day prior to the first
9 G! Y9 Y. U3 s- k* j% V4 zday of each subsequent quarterly dividend period (the initial quarterly
, V; `4 |3 [. V( Ddividend period and each subsequent quarterly dividend period is referred to% _$ n' H3 ^$ p1 K
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the0 \! r9 O; Z+ C& W" e
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
8 }7 F y, I$ Z. bPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
" C( q. `0 J2 B! w) g" [7 `& F' A$ Q: xT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
" ~ r! ~# y: ?3 A8 d" w) }elapsed in the applicable Quarterly Floating Rate Period divided by 365)
# D c; n# A' d- x3 v0 w0 u9 L- Odetermined on the 30th day prior to the first day of the applicable Quarterly8 `4 h: w4 l& i! D
Floating Rate Period.1 a5 e( M6 b+ T- a
S-58 V( j) ~, R0 m7 l7 @$ J
If the Board of Directors does not declare a dividend, or any part thereof, on
& h' T7 k5 V* l' v4 vthe Preferred Shares Series 19 on or before the dividend payment date for a: Y/ x, \! m b! \: {' D [
particular quarter, then the entitlement of the holders of the Preferred6 R/ e7 E! [, G6 l; L0 y6 w
Shares Series 19 to receive such dividend, or to any part thereof, for such. _: C$ c l% x; R$ X
quarter will be forever extinguished.
! p1 W( ?9 Y1 R, n" G7 a, ]2 y3 b7 JRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
/ o% u+ ?6 T" m+ m; ?7 ZSuperintendent and to the provisions described below under the heading
5 T+ B8 i$ d1 D3 d‘‘Details of the Offering — Certain Provisions of the Preferred Shares/ @" G* I* {' P, s
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
Y7 ]6 u7 }+ f% n) |. son not more than 60 nor less than 30 days’ notice, the Bank may redeem all* d# f: n9 V- ]- x
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s( Z U _8 ]+ z+ q
option without the consent of the holder, by the payment of an amount in; J- U4 L0 }4 [( V' U3 j
cash for each such share so redeemed of (i) $25.00 together with all declared
- l% d6 W4 u$ Z0 v) _; \and unpaid dividends to the date fixed for redemption in the case of! {6 T" u ~3 U% ?9 d
redemptions on February 25, 2019 and on February 25 every five years, V) q; U, T* J( D6 ~& N
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
5 j) C/ i4 X: u( m# g) E ]the date fixed for redemption in the case of redemptions on any other date( T3 ^1 c, Q% E) Z+ S
on or after February 25, 2014.
# h8 ~+ ?( ~) {5 V8 U6 g' Y; t2 u0 tConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
7 b) `1 K* A, \4 w$ B% ]Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have2 H; l6 b& ?6 |+ ?( K) ?) D
the right, at their option, to convert, on February 25, 2019 and on
; X" G- {3 \( G! B3 hFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any& |8 v1 B! R a% L [, D
or all of their Preferred Shares Series 19 into an equal number of Preferred
* ^- ^+ o" |2 Q. R# r6 n4 @Shares Series 18 upon giving to the Bank written notice thereof not earlier, e' L2 u; u& R) @3 N
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
! p5 e( R) o+ [: J: f15th day preceding, a Series 19 Conversion Date.; v( W2 H+ D6 q- \5 k1 @1 @
Automatic Conversion If the Bank determines, after having taken into account all shares tendered; [+ x& d+ O6 E0 }, m! y
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
' \3 Y' o$ j! o! xSeries 18, as the case may be, that there would be outstanding on such6 r8 R1 u. [; g8 S N1 G
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
+ o; `* D9 Z( v, k i9 q( qsuch remaining number of Preferred Shares Series 19 will automatically be. u1 r9 ^5 U0 @' U0 ?1 z. o
converted on such Series 19 Conversion Date into an equal number of
B8 Z3 M9 {' D0 l9 ~* ZPreferred Shares Series 18. Additionally, if the Bank determines that, after3 k4 X6 m* b; ^2 e
conversion, there would be outstanding on such Series 19 Conversion Date
6 O5 O9 ~, a0 a, E- Gless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares \( b2 j% u# X& z: d
Series 19 will be converted into Preferred Shares Series 18.
! j( Q% y+ K0 Z" S K2 |& GVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares0 q3 h3 S9 B" U; `# m5 d. D! |; Y7 \
Series 19 will not be entitled as such to receive notice of, attend, or vote at,5 l" _( L: Z* G6 r5 n
any meeting of the shareholders of the Bank unless and until the first time at
9 G9 M1 o, {7 U9 Y! ~which the Board of Directors has not declared the whole dividend on the
5 B$ R" s' B$ s$ s$ b& B kPreferred Shares Series 19 in any quarter. In that event, subject as
: A* d+ A9 X( _- Q2 ]# m+ R% fhereinafter provided, the holders of Preferred Shares Series 19 will be
( V D6 [0 v5 c7 n6 Z- @entitled to receive notice of, and to attend, meetings of shareholders at which
2 t5 W& a7 `% \. O/ U2 p6 ]9 E+ H9 w, Udirectors of the Bank are to be elected and will be entitled to one vote for
0 P: I, o/ T$ h& `each Preferred Share Series 19 held. The voting rights of the holders of the! K3 M0 T9 A C% v% n6 w" I% ]+ {
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
# q1 p- W; e' q; |the first dividend on the Preferred Shares Series 19 to which the holders are1 B( O) O5 R- h8 G
entitled thereunder subsequent to the time such voting rights first arose until
( I4 `& b2 S- x9 V" xsuch time as the Bank may again fail to declare the whole dividend on the/ O/ o* Y6 y+ c( b9 F
Preferred Shares Series 19 in respect of any quarter, in which event such. L9 l% A. E/ ?' H, ]
voting rights will become effective again and so on from time to time.
3 [5 c- G. w) J( |1 X8 C8 U; iS-6
; W; X" j2 m1 X2 [- S2 G" _/ G6 }' KPriority: The preferred shares of each series of the Bank will rank on a parity with
% u; f( c% q; cevery other series and are entitled to preference over the common shares of
8 B2 \* H w2 `& a' vthe Bank and over any other shares of the Bank ranking junior to the k: V* \/ z% Y! F; P( k& V* y6 ^4 m" @+ l
preferred shares with respect to the payment of dividends and upon any
# x d G w% l3 Ldistribution of assets in the event of the liquidation, dissolution or5 I0 _3 Q; l6 [- T, t
winding-up of the Bank.# t9 o9 V' @3 { U) Y4 w
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
% n& ? ?6 g6 h) A. `: \Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares+ j- m& y4 v8 h4 Z
Series 18 and Preferred Shares Series 19 will not be required to pay tax on8 Y3 c8 _& b, k6 o: t( B; {$ h
dividends received on such shares under Part IV.1 of such Act. |
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