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发表于 2008-11-29 16:58
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下面是BMO的:
1 E0 r/ S$ g' C4 j+ D" sSUMMARY OF THE OFFERING8 N. Q, z( s) L8 N5 i2 }+ d
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’’.
: b$ {& r: W. X1 hIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.0 ^1 Q0 V2 o7 R' u) Y( t
Amount: $150,000,000 (6,000,000 shares).& B2 u9 S/ X- I- U I9 f
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
' M% `: e7 J/ s3 `& R- I& ]Principal Characteristics of the Preferred Shares Series 18' O$ w. _3 n4 B: [4 Y! ?! m0 ?" m. p
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
- d6 V) t" e7 n% F& E# M: z8 mnon-cumulative preferential cash dividends, as and when declared by the
: I8 f3 A, ]0 S6 IBoard of Directors, subject to the provisions of the Bank Act, for the initial! d2 ^% g) H! t1 ]9 f- }
period commencing on the closing date and ending on and including7 C' A5 ?( ^2 m& L' H8 V
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
9 L, m4 p2 k( U( c7 Q25th day of February, May, August and November in each year, at a rate
. I/ J- r$ q% G- P" Q3 a( y2 Qequal to $0.40625 per share. The initial dividend, if declared, will be payable
# l" x. c$ G, E s, RMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing# _3 P) q: v( k4 O2 w0 K; ]3 o
date of December 11, 2008.
! D' I4 p6 T, ~$ a% fFor each five-year period after the Initial Fixed Rate Period (each, a8 R% @# [+ A4 d2 {8 X, H+ e! w4 Q7 w$ f
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares. j. t; ~5 {2 X
Series 18 will be entitled to receive fixed non-cumulative preferential cash
1 p4 V8 ~' H$ l4 i! h5 Ndividends, as and when declared by the Board of Directors, subject to the$ L# e+ Z# g) u: |
provisions of the Bank Act, payable quarterly on the 25th day of February,
7 q; F8 @$ e5 V/ C, DMay, August and November in each year, in the amount per share per annum
6 Y. h1 J+ {5 J2 |6 A4 sdetermined by multiplying the Annual Fixed Dividend Rate applicable to
) M- |7 w/ w; Q" ^: |9 _such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend$ f/ z6 ^6 M8 T- k: F
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the! g. Z# S0 e' v) B+ r
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
5 E! |; U" j1 |3 q4 M4 d9 A2 Aof such Subsequent Fixed Rate Period and will be equal to the sum of the
; u, r# D8 j& J, N1 PGovernment of Canada Yield on the applicable Fixed Rate Calculation Date" `6 Z4 @0 U8 J% q' m. P8 k7 c# R
plus 3.83%.; A) m0 c* e4 f) s2 l
If the Board of Directors does not declare a dividend, or any part thereof, on
$ Q3 I9 G, ?5 m' K3 E, bthe Preferred Shares Series 18 on or before the dividend payment date for a: \. X& `9 E" h* W
particular quarter, then the entitlement of the holders of the Preferred
3 g/ K7 [' ]3 k5 r$ w$ WShares Series 18 to receive such dividend, or to any part thereof, for such3 L" O7 ~5 C7 ^" N" g0 @- r) I
quarter will be forever extinguished.6 g/ k8 {- _, e6 J8 I+ w6 J
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the6 m! _( y1 y3 [
Superintendent and to the provisions described below under ‘‘Details of the! A" O* W8 E4 O; T1 \9 ?0 R
Offering — Certain Provisions of the Preferred Shares Series 18 as a) M* U9 z9 C0 w, u% r
Series — Restrictions on Dividends and Retirement of Shares’’, on2 r; D `& U; P }
February 25, 2014 and on February 25 every five years thereafter, on not
$ ]$ ]4 B/ ^& x# xmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any8 o$ @8 s6 I" q/ r# J% B
part of the then outstanding Preferred Shares Series 18, at the Bank’s option! R; Z( O& H* t+ H6 K% f
without the consent of the holder, by the payment of an amount in cash for
: v+ E' X/ g) r4 @/ |each such share so redeemed of $25.00 together with all declared and unpaid
! c8 N6 J5 E+ j: X8 @5 I9 Hdividends to the date fixed for redemption.3 T* K$ D( K7 D6 C
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
2 s4 E" i- T: _6 B) YShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have9 y7 J. O- d1 v% ~5 r
the right, at their option, to convert, on February 25, 2014 and on6 y3 L0 Z" C. Q6 W; G
S-4. J7 N3 ^0 H3 s
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
2 j, n! e8 H) }7 Y, Uor all of their Preferred Shares Series 18 into an equal number of Preferred" Y$ d5 I+ d m# `7 c$ w; ]
Shares Series 19 upon giving to the Bank notice thereof not earlier than7 E# Z8 \3 @( U$ r/ q- ^; I5 q" R$ T
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day; x( R% h* a, r7 C$ g* {% }, q
preceding, a Series 18 Conversion Date.5 t6 o' t: F- v3 L) ], Q
Automatic Conversion If the Bank determines, after having taken into account all shares tendered+ f+ M# {9 L$ Q) `+ y
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
1 P* ?/ N3 b! J$ |0 rSeries 19, as the case may be, that there would be outstanding on such+ @/ T" j+ j. C3 q7 f. |9 E" Q
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
% R( p2 ^3 Z# o6 C2 p1 ~ p, hsuch remaining number of Preferred Shares Series 18 will automatically be# E6 V' ]5 t0 @' w, @. x# E# D
converted on such Series 18 Conversion Date into an equal number of
( ?) _+ f" g# o# ^! iPreferred Shares Series 19. Additionally, if the Bank determines that, after: o$ D7 I% J. L, ?3 Q5 O4 U8 R
conversion, there would be outstanding on such Series 18 Conversion Date
x5 f0 D1 G r4 L3 s2 s( Qless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
6 R: G6 J+ B1 lSeries 18 will be converted into Preferred Shares Series 19., z: q; V; L9 J- o! d# V) ]8 u9 D
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
' f" ]1 Z9 R1 u" N- u; r! z- DSeries 18 will not be entitled as such to receive notice of, attend, or vote at,' Z* Z" N& M2 {; E4 |1 P' A
any meeting of the shareholders of the Bank unless and until the first time at
. q3 {% Z; E: `4 u( _3 twhich the Board of Directors has not declared the whole dividend on the2 U5 `* c0 w. ]
Preferred Shares Series 18 in any quarter. In that event, subject as# O2 d, U4 D; K0 Z+ V( q: n5 ~
hereinafter provided, the holders of Preferred Shares Series 18 will be
. L) ]5 c& h! ? Z" @# Z, K% fentitled to receive notice of, and to attend, meetings of shareholders at which: y7 s+ R$ x7 p5 E
directors of the Bank are to be elected and will be entitled to one vote for
9 I6 {+ w) I. x6 ^' u, }each Preferred Share Series 18 held. The voting rights of the holders of the, x5 d* b! T) y3 [
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of4 `0 s/ g" ]! w1 M
the first dividend on the Preferred Shares Series 18 to which the holders are
; c1 Y' d0 Q2 Z, g/ P; Oentitled thereunder subsequent to the time such voting rights first arose until, ~/ P2 z$ Q9 {& T9 x
such time as the Bank may again fail to declare the whole dividend on the2 g0 l, m* T/ Q+ n- @9 X* B0 C$ h/ O
Preferred Shares Series 18 in respect of any quarter, in which event such
3 s. \, Z, `; Z3 {voting rights will become effective again and so on from time to time.
- N' i7 k& G% O4 b1 t4 H. Q; a' iPrincipal Characteristics of the Preferred Shares Series 19, I4 d* Y! B4 G; B1 {+ @! G# k
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
I+ }$ R1 a: I, `1 t$ p7 E# D/ ?4 Nfloating rate non-cumulative preferential cash dividends, as and when I6 O+ S; @3 s( I" h
declared by the Board of Directors, subject to the provisions of the Bank Act,6 V: B( c1 R$ z1 `
payable quarterly on the 25th day of February, May, August and November
# J$ y% y$ R& |5 d; V1 t0 ~% i6 Lin each year, in the amount per share determined by multiplying the* k- t2 Q3 }$ l9 j5 Z9 U- v
applicable Quarterly Floating Dividend Rate by $25.00.: x4 L$ k0 g3 J8 o
On the 30th day prior to the commencement of the initial quarterly dividend
$ H- D2 g% g- ^1 P7 I7 ~1 ?period beginning on February 25, 2014, and on the 30th day prior to the first
Z: G: t) r% r0 p$ u' Hday of each subsequent quarterly dividend period (the initial quarterly: b4 j! A2 ?7 u
dividend period and each subsequent quarterly dividend period is referred to
1 j/ s6 }$ `# _0 _+ q4 [as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the0 e+ E$ W4 l6 v; c& [
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
6 k* m% o& V4 S MPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
6 N3 K4 s8 e8 o" `; jT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days! S( r3 ~- u, u2 p
elapsed in the applicable Quarterly Floating Rate Period divided by 365); ]2 g7 c; t9 c N: ]4 J
determined on the 30th day prior to the first day of the applicable Quarterly
. ]! y. Z$ J+ L4 ^7 d9 g+ @Floating Rate Period.% g0 X9 G+ l( Y3 \1 ~7 `
S-5
1 _/ e8 J* T$ n' `. p8 oIf the Board of Directors does not declare a dividend, or any part thereof, on
t- o0 X* H0 P0 hthe Preferred Shares Series 19 on or before the dividend payment date for a
4 F- v4 T5 ~9 e ?) E% eparticular quarter, then the entitlement of the holders of the Preferred5 I8 l7 x0 T9 T J0 `" s+ C
Shares Series 19 to receive such dividend, or to any part thereof, for such8 H# ` ^4 H* V5 ^' s/ E) a' j1 ^
quarter will be forever extinguished.
% S! ~' r9 P% C# e2 O7 ]* H! ~Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
+ e3 N$ X& Q& KSuperintendent and to the provisions described below under the heading' g8 r: k" p5 u! R# @6 g
‘‘Details of the Offering — Certain Provisions of the Preferred Shares4 B) ?% S6 A, Q+ L
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,* F: I6 I) N* r9 v0 M6 k
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all2 B( G1 s6 ~' Q" p, l% a
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
$ ^- w2 |1 {) D% ]3 coption without the consent of the holder, by the payment of an amount in
; P$ _+ g; `) x. j6 k& G( s2 `7 r+ fcash for each such share so redeemed of (i) $25.00 together with all declared) M& I4 C" \$ {6 ^4 J
and unpaid dividends to the date fixed for redemption in the case of
( S- z- A' f e$ M0 a& sredemptions on February 25, 2019 and on February 25 every five years5 j7 @" M$ I. g$ h
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to2 v3 K1 y) G/ ]* n4 y* @, c4 Q
the date fixed for redemption in the case of redemptions on any other date' r; F, k4 ?; Q2 F5 C+ q/ F6 V
on or after February 25, 2014.
# H/ ]+ _. z& ~2 s) v, |' jConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
! q, J1 X# @3 h0 m+ UShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have: K0 N- P2 t M, A2 ^/ Y- ^* T
the right, at their option, to convert, on February 25, 2019 and on
0 i7 Q# {. W0 T2 B, K5 u7 vFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
6 Y5 Q* }% G9 ?6 ]1 ?or all of their Preferred Shares Series 19 into an equal number of Preferred ~! l! _! h; x8 ^3 }$ i
Shares Series 18 upon giving to the Bank written notice thereof not earlier. ] Q" J# b) d( r2 L% W# w3 m
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
- _8 I3 q: x/ R' u6 `15th day preceding, a Series 19 Conversion Date.* z+ o9 J% m( u; J" x1 H
Automatic Conversion If the Bank determines, after having taken into account all shares tendered; w' x) {$ A# s: u2 `; {- R! c$ n
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares) n4 D8 ?5 Q& _! F8 c2 E7 q& M
Series 18, as the case may be, that there would be outstanding on such8 P0 q& F, Y4 v2 ]; K
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,' J5 ]5 I) s- N2 _
such remaining number of Preferred Shares Series 19 will automatically be* N' M, U& T9 ]6 N* V
converted on such Series 19 Conversion Date into an equal number of) Y |# G$ w) Z k! W( V
Preferred Shares Series 18. Additionally, if the Bank determines that, after' d) j( S" _/ f, U9 l
conversion, there would be outstanding on such Series 19 Conversion Date
6 Y( e+ b6 A' G( Z& |5 \9 u' @less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares& s4 N8 M4 F2 _8 v' _) q; [/ ]
Series 19 will be converted into Preferred Shares Series 18.+ B$ c! w7 U9 B6 S
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares) x/ [4 H. `# X( r- y9 a
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
: Q$ b$ P6 L# |9 C5 h! P& h$ T- M7 jany meeting of the shareholders of the Bank unless and until the first time at! q3 w' V, B% J% S' e6 V
which the Board of Directors has not declared the whole dividend on the
% Y6 `* T% S( o# ^2 ~1 \5 ^Preferred Shares Series 19 in any quarter. In that event, subject as
* J2 k3 G5 ]% `8 a( g4 E0 K& Xhereinafter provided, the holders of Preferred Shares Series 19 will be4 ], _! w6 W4 m3 x% z" E
entitled to receive notice of, and to attend, meetings of shareholders at which9 h) |4 K0 s! T9 ]
directors of the Bank are to be elected and will be entitled to one vote for
2 W# w1 t6 M$ E/ w, W5 ]; oeach Preferred Share Series 19 held. The voting rights of the holders of the
; {+ \) Z) @0 j, ~Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
$ H8 E2 k4 r" ^+ T. z [% Kthe first dividend on the Preferred Shares Series 19 to which the holders are
8 Y& `& l4 D0 H, R) g3 v' u/ wentitled thereunder subsequent to the time such voting rights first arose until
v# V j% s! z3 \1 X$ esuch time as the Bank may again fail to declare the whole dividend on the+ T4 [: |' T( X+ ^0 T
Preferred Shares Series 19 in respect of any quarter, in which event such1 R3 D+ R; I" s) }% Z; a1 X" b3 i- t" g
voting rights will become effective again and so on from time to time.0 \4 ]/ G, @( n- W F
S-6. I% }4 x: g: v, y
Priority: The preferred shares of each series of the Bank will rank on a parity with4 E U6 g7 o7 [# j% C
every other series and are entitled to preference over the common shares of! G( Q, e! N1 h! u/ I: R3 ^: Y% T
the Bank and over any other shares of the Bank ranking junior to the" {# V+ M/ L, ?7 p
preferred shares with respect to the payment of dividends and upon any3 f" l" z6 T& D0 X7 c
distribution of assets in the event of the liquidation, dissolution or1 i6 P- b' u% Y0 _' X
winding-up of the Bank.+ o) Y7 k( A. u& A
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under3 {$ Q+ f/ l( C( q
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
$ Q6 z; \- y e* U9 l0 xSeries 18 and Preferred Shares Series 19 will not be required to pay tax on, v% ~7 e: i: y) w- h
dividends received on such shares under Part IV.1 of such Act. |
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