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发表于 2008-11-29 16:58
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下面是BMO的:& [) c# U% c6 U2 F* f: q
SUMMARY OF THE OFFERING' s) R: s. }) f' O8 K1 D# r* Y
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’’.
$ Q l7 h8 \ v) DIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
+ N- y6 O, w% V$ BAmount: $150,000,000 (6,000,000 shares).$ S; n; \+ ^8 y1 R7 ]/ e3 s0 u
Price and Yield: $25.00 per share to yield initially 6.50% per annum., h- \, l& X" g% O5 D5 ?
Principal Characteristics of the Preferred Shares Series 18
, D6 z* m4 ~9 {Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed" K: v- t! L0 K
non-cumulative preferential cash dividends, as and when declared by the0 p5 P3 b' C( n3 w/ f, _7 \/ t
Board of Directors, subject to the provisions of the Bank Act, for the initial
& u1 Q8 P2 n7 u; ?0 f5 C0 yperiod commencing on the closing date and ending on and including
) j5 t7 d: f" M RFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
6 L8 I& m/ w. j5 y6 Y9 I7 j25th day of February, May, August and November in each year, at a rate
) {* m7 ? m" T2 tequal to $0.40625 per share. The initial dividend, if declared, will be payable
! _- _6 J" r/ R# l6 ?7 I/ m- Q( KMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing* ?. f* A3 C# C/ P( q/ ]9 c
date of December 11, 2008.
" d- H( x/ u9 w. mFor each five-year period after the Initial Fixed Rate Period (each, a" D4 i3 h( [' C. q- C
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
- v. b0 C3 f0 ?* I# KSeries 18 will be entitled to receive fixed non-cumulative preferential cash- @3 u$ O5 Z/ T. A& V
dividends, as and when declared by the Board of Directors, subject to the* w/ l/ {7 w$ X. J8 f
provisions of the Bank Act, payable quarterly on the 25th day of February,
3 Q, _4 g. }+ l$ a5 i4 MMay, August and November in each year, in the amount per share per annum
. g( [! n2 t! z- u6 wdetermined by multiplying the Annual Fixed Dividend Rate applicable to
4 k P2 y6 U+ h Q1 D3 E- K: [such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend5 x; f# C& w. I/ y& D+ ]
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
7 K$ ~3 k9 @( p( J/ p% P* Z5 G+ n$ }3 gBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
! U5 f' p! S( _& ? hof such Subsequent Fixed Rate Period and will be equal to the sum of the
- V# i# X& {5 Z) t" GGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
3 A5 C! F/ I6 L nplus 3.83%.
2 p3 ~# y* C$ s: `) O0 lIf the Board of Directors does not declare a dividend, or any part thereof, on) e' x6 o+ f- c# i3 f G$ U6 I
the Preferred Shares Series 18 on or before the dividend payment date for a* G, o1 L1 s% O
particular quarter, then the entitlement of the holders of the Preferred
5 F) f8 A# o* V# }Shares Series 18 to receive such dividend, or to any part thereof, for such+ F5 @9 g9 G X( p
quarter will be forever extinguished.# `) g0 Q- R3 _0 S3 ^: a
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
! z G) u& v W0 xSuperintendent and to the provisions described below under ‘‘Details of the
3 A! u7 h! a. c& z5 VOffering — Certain Provisions of the Preferred Shares Series 18 as a' d1 j% _* p2 }3 ^
Series — Restrictions on Dividends and Retirement of Shares’’, on$ `% @/ {7 u3 T. c- [. V
February 25, 2014 and on February 25 every five years thereafter, on not
5 u. Z: H$ U( y+ g+ G, Q) pmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
# V, _+ `( J1 q! [! |+ \part of the then outstanding Preferred Shares Series 18, at the Bank’s option% V8 d$ L2 }3 A# r
without the consent of the holder, by the payment of an amount in cash for
. m$ v0 @! y+ H7 X& U8 _6 q+ \( Ueach such share so redeemed of $25.00 together with all declared and unpaid0 E( R* W- x4 ?$ k* I, v. S0 K, p
dividends to the date fixed for redemption.! \3 N' C* t6 v# d7 ]2 k
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
) F, w9 p% @4 t7 w' _7 e9 U! BShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
( f v8 V1 P3 ~0 Vthe right, at their option, to convert, on February 25, 2014 and on" i! t5 a1 }* v4 Y. d' x
S-4
* U0 b# K, G. a2 t0 ]February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
; x! x. s, E6 Z0 P3 z1 Wor all of their Preferred Shares Series 18 into an equal number of Preferred
) S3 R$ Z$ K5 D/ H8 R& k6 x7 V( IShares Series 19 upon giving to the Bank notice thereof not earlier than
! L( O# U9 J6 P( L$ l. Q30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
) \4 P. c/ p' b4 J, Ypreceding, a Series 18 Conversion Date.
+ W+ x: m+ I" D9 I% C- lAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
1 {4 ]# t: X& x8 u; p5 HProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
p/ j; O, c6 ~! lSeries 19, as the case may be, that there would be outstanding on such
# j/ h' r" ~1 {* I3 i7 _Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
/ r* n) F0 k9 J" ysuch remaining number of Preferred Shares Series 18 will automatically be( i$ ^0 O$ b6 o( n( I4 q* R' e
converted on such Series 18 Conversion Date into an equal number of9 a. a$ |, u* `7 `! {
Preferred Shares Series 19. Additionally, if the Bank determines that, after
* L: _& X3 y; u" s, W7 Vconversion, there would be outstanding on such Series 18 Conversion Date% C7 M# y, }, M( i
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
$ @/ i5 B8 x, SSeries 18 will be converted into Preferred Shares Series 19.
+ k2 P1 w9 y9 B. X) v% Y7 b; GVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
+ C! A& U) p7 N7 B6 c1 L8 _Series 18 will not be entitled as such to receive notice of, attend, or vote at,, U# O8 h$ N# s6 Q
any meeting of the shareholders of the Bank unless and until the first time at
7 ^7 q4 S4 i. G$ [! r2 {" g0 D1 fwhich the Board of Directors has not declared the whole dividend on the
* g+ j2 j- Y) G/ @9 L. EPreferred Shares Series 18 in any quarter. In that event, subject as' u* v( |$ P$ f! J+ m
hereinafter provided, the holders of Preferred Shares Series 18 will be9 P# d ?# n& {! i+ C
entitled to receive notice of, and to attend, meetings of shareholders at which1 h! j7 G5 Z1 n2 N' i3 ]: c
directors of the Bank are to be elected and will be entitled to one vote for! b1 m" @3 z, v% D/ e6 w
each Preferred Share Series 18 held. The voting rights of the holders of the
% ]# Q# s; ^3 m3 i4 tPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
Y2 ~( F+ M0 m& nthe first dividend on the Preferred Shares Series 18 to which the holders are
5 } o+ Q' V) h0 U* }entitled thereunder subsequent to the time such voting rights first arose until
2 b# s V4 n) I" \) D2 U- G% U4 bsuch time as the Bank may again fail to declare the whole dividend on the
# P1 A$ G# ]. {5 k* YPreferred Shares Series 18 in respect of any quarter, in which event such+ m1 \6 a4 P& n% j' h# n
voting rights will become effective again and so on from time to time.- v& C4 ^, S2 h
Principal Characteristics of the Preferred Shares Series 19
1 t) y) L6 d6 ?4 B* ADividends: The holders of the Preferred Shares Series 19 will be entitled to receive2 }/ t9 S! s1 H* h: _9 o3 J* p, C
floating rate non-cumulative preferential cash dividends, as and when
+ H+ n7 d7 r) A1 w$ v' c% N+ m+ P( Adeclared by the Board of Directors, subject to the provisions of the Bank Act,6 ^% W) V) r* k- D4 t# s
payable quarterly on the 25th day of February, May, August and November
! `: D& g! v i4 A' u: a3 l% ]in each year, in the amount per share determined by multiplying the
8 M3 F4 V( D- O% N4 p" Xapplicable Quarterly Floating Dividend Rate by $25.00.3 ^ I9 H1 L6 v# P
On the 30th day prior to the commencement of the initial quarterly dividend
. y" b$ x; ^2 h5 X3 X2 mperiod beginning on February 25, 2014, and on the 30th day prior to the first
+ x; Y U+ Y2 Y) oday of each subsequent quarterly dividend period (the initial quarterly
1 A1 h6 W- g* I( X- f& G$ f. v! W* _dividend period and each subsequent quarterly dividend period is referred to8 {( T9 ?, m$ [, p- H; A- e
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the" \" r& e1 Y; T. i$ W" n4 n
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
5 N" |+ T: l) o* a2 WPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the, [0 R& A: X/ c, ~
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
0 i1 Q! w+ C; m7 H5 P: U' delapsed in the applicable Quarterly Floating Rate Period divided by 365)
: Q- M- J5 l3 J; E5 x0 |# E6 Mdetermined on the 30th day prior to the first day of the applicable Quarterly3 g, |9 Z9 \: }9 v/ z1 Q& Q5 W
Floating Rate Period.$ ?: |- W7 N( ?( z- V
S-5: {. ]" @& a( F$ P2 M* h
If the Board of Directors does not declare a dividend, or any part thereof, on
7 \) b$ h7 [$ K+ tthe Preferred Shares Series 19 on or before the dividend payment date for a
+ Q8 H0 ?: T! D; {particular quarter, then the entitlement of the holders of the Preferred* ?2 J9 x0 W3 F* v5 z( m, t3 X
Shares Series 19 to receive such dividend, or to any part thereof, for such
4 y. [- |; a& ]3 O, ^2 r4 pquarter will be forever extinguished.
% e$ _! u7 W" b# ^Redemption: Subject to the provisions of the Bank Act and to the prior consent of the* c* Q1 ?4 ], J! \4 |1 L3 U
Superintendent and to the provisions described below under the heading
3 d# N! R7 d9 n7 x$ |+ g‘‘Details of the Offering — Certain Provisions of the Preferred Shares
# p/ `: f& n( Y* t0 s6 A aSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
( _6 u1 B/ k$ O, {0 a qon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
* }- Z( q, F; A& n: B7 t2 \or any part of the then outstanding Preferred Shares Series 19, at the Bank’s# }8 Y: J+ _" N5 h8 X/ R
option without the consent of the holder, by the payment of an amount in8 t& A4 R X" V- q' i% I1 V
cash for each such share so redeemed of (i) $25.00 together with all declared
% J# K6 ?' Z+ q4 A6 D1 }% R [and unpaid dividends to the date fixed for redemption in the case of. `0 V0 R- Y% J9 `* _8 u! P7 l
redemptions on February 25, 2019 and on February 25 every five years5 m: F [7 P& B2 q- I% s
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
5 M: ?$ l3 g5 w8 Vthe date fixed for redemption in the case of redemptions on any other date
& t8 m- x3 v5 O! J' `8 q$ aon or after February 25, 2014.5 q8 i7 u% q4 \( p% @* Q
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
+ |, W& `' _! F$ @ q* DShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
) D+ b. a. I: P8 s3 q* B; {the right, at their option, to convert, on February 25, 2019 and on
# s4 F4 r$ b- i" s+ cFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any$ h" a6 H0 T' r6 u) w# A5 V0 `
or all of their Preferred Shares Series 19 into an equal number of Preferred! |9 H P+ q# I d
Shares Series 18 upon giving to the Bank written notice thereof not earlier
' W; }$ s0 _; X1 O* Q: X4 E8 w: Q6 }than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
; A8 x3 B, d& r+ Y3 u% `) l1 P2 p15th day preceding, a Series 19 Conversion Date.1 r! e& Q( q( q1 w* T. X2 h1 v
Automatic Conversion If the Bank determines, after having taken into account all shares tendered) J5 y" Y3 p" U
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
: x I+ `$ ?5 H4 s( mSeries 18, as the case may be, that there would be outstanding on such
/ X0 O" ?0 M$ f% G( m8 \' ~/ SSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
1 A; C7 q8 t# y( N3 e3 S$ v8 [7 ]such remaining number of Preferred Shares Series 19 will automatically be
9 G8 Q/ O. I* N6 c0 bconverted on such Series 19 Conversion Date into an equal number of+ @3 x) l" }4 ` H, \; B0 w: l; O
Preferred Shares Series 18. Additionally, if the Bank determines that, after
% e. C f3 ?0 K; o" Z) R+ M* V3 [conversion, there would be outstanding on such Series 19 Conversion Date0 Z F+ \, _ u
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
. ?+ X5 m- U6 o i/ s; }Series 19 will be converted into Preferred Shares Series 18.
2 H$ V2 P( \4 K1 H& YVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# i4 M" E% B \4 N3 W/ Z. t5 CSeries 19 will not be entitled as such to receive notice of, attend, or vote at,( V1 M( C" i* m* P, S
any meeting of the shareholders of the Bank unless and until the first time at
, |% N2 `/ M r: T+ w' Iwhich the Board of Directors has not declared the whole dividend on the
$ N9 G9 W) a" X5 B rPreferred Shares Series 19 in any quarter. In that event, subject as
) @/ i+ i; M3 E, E! lhereinafter provided, the holders of Preferred Shares Series 19 will be3 z) k/ r; N/ _7 b
entitled to receive notice of, and to attend, meetings of shareholders at which7 V, \2 t4 ^; q/ J2 b' i: c# y
directors of the Bank are to be elected and will be entitled to one vote for
% t4 W! _) H7 X9 A6 e/ Q( yeach Preferred Share Series 19 held. The voting rights of the holders of the7 L+ P7 F$ p! [4 W8 w) \( r. K
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of: M9 Q) u$ h7 ?# f1 `5 C0 P
the first dividend on the Preferred Shares Series 19 to which the holders are- J1 M* u; S+ O" \' R% I1 J" f
entitled thereunder subsequent to the time such voting rights first arose until
$ B, z9 T+ D" tsuch time as the Bank may again fail to declare the whole dividend on the
9 m( O' _8 o: P/ F$ q2 P4 BPreferred Shares Series 19 in respect of any quarter, in which event such
4 O) z* ^; m/ z: P2 Tvoting rights will become effective again and so on from time to time.
5 H j" L( C9 q+ lS-63 a* V& d8 }3 p' B$ S
Priority: The preferred shares of each series of the Bank will rank on a parity with
8 z( S- w: r, R! R( S$ k* q7 @- Yevery other series and are entitled to preference over the common shares of
2 ~6 X/ {& V8 a: e h- a( }6 k' Ythe Bank and over any other shares of the Bank ranking junior to the
4 Z! T7 k$ X# R" epreferred shares with respect to the payment of dividends and upon any" j! X" _$ s: I( {: O) N2 X5 I9 z
distribution of assets in the event of the liquidation, dissolution or
4 N1 x5 W* j7 j8 }4 i* Gwinding-up of the Bank.
% m2 @9 u3 k! ?% H$ e) r# zTax on Preferred Share The Bank will elect, in the manner and within the time provided under
/ n. ]2 g8 ~8 I3 N2 |/ U/ \Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares [# Y% \2 i/ f' ^% q |/ T( G
Series 18 and Preferred Shares Series 19 will not be required to pay tax on. N% {/ E7 Z8 x* a# P
dividends received on such shares under Part IV.1 of such Act. |
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