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发表于 2008-11-29 16:58
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下面是BMO的:0 A/ {2 H9 h q9 b4 S
SUMMARY OF THE OFFERING& u$ k& B, s$ a, U3 w }0 W) a
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’’./ y9 W$ T3 O; u# Q8 j; Z
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
2 h1 z2 c+ y3 n2 B- E" nAmount: $150,000,000 (6,000,000 shares).
' Z i9 N* U. _% M# OPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
b+ C0 r+ [: k9 R; n( uPrincipal Characteristics of the Preferred Shares Series 18- t' G0 z3 R3 f0 P
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed# z5 d: t' T$ F9 J2 r1 Q- Y
non-cumulative preferential cash dividends, as and when declared by the( H4 C% y2 k0 {) {8 H
Board of Directors, subject to the provisions of the Bank Act, for the initial6 v0 W( V& x4 }& k! j* d. b% l
period commencing on the closing date and ending on and including+ j" X, p J' ]
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the8 j1 k3 A4 Y/ B0 _: Y8 Q+ X( V
25th day of February, May, August and November in each year, at a rate
/ K! u5 p% T: t9 f* a$ s$ f! \equal to $0.40625 per share. The initial dividend, if declared, will be payable
# B/ j* v- l- b6 t! g; m; r9 `May 25, 2009 and will be $0.73459 per share, based on the anticipated closing) ]4 S: M. x! {, w% K
date of December 11, 2008.
! |* N; B# L( ^0 I6 RFor each five-year period after the Initial Fixed Rate Period (each, a( i' A7 P+ |4 c0 F- Y
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares! O5 }$ v6 v0 y! g2 H* M
Series 18 will be entitled to receive fixed non-cumulative preferential cash
. U; }& q4 E8 u5 Jdividends, as and when declared by the Board of Directors, subject to the
9 u4 P$ d& y# X% G$ d0 v* d) jprovisions of the Bank Act, payable quarterly on the 25th day of February,
, a. v+ g$ g' U5 RMay, August and November in each year, in the amount per share per annum: T; E$ k/ Y1 T5 m7 L: b: B2 N4 ^
determined by multiplying the Annual Fixed Dividend Rate applicable to- E$ \' m& Z( I _" C6 v
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
; o1 b1 ]% n* j$ f" O" ]Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
* V# ]( r1 O0 E! a) nBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
u( p1 V" Q$ ? |5 [2 `, w0 e" ~of such Subsequent Fixed Rate Period and will be equal to the sum of the; B+ U s% k s# R- q% H4 R% O
Government of Canada Yield on the applicable Fixed Rate Calculation Date9 E/ e8 N3 K$ l. \5 }
plus 3.83%.) e, f o, l8 Q' ~8 f
If the Board of Directors does not declare a dividend, or any part thereof, on
) N: X+ m5 x+ \2 p, B7 wthe Preferred Shares Series 18 on or before the dividend payment date for a
8 @$ j1 D9 S1 ~8 wparticular quarter, then the entitlement of the holders of the Preferred
' G4 t" V. h) v2 UShares Series 18 to receive such dividend, or to any part thereof, for such r" |9 H% L2 Q- b8 l& I' @3 K, _$ ]
quarter will be forever extinguished.
E; K4 T$ {$ u2 r. WRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
$ T4 H) F5 X- c! B jSuperintendent and to the provisions described below under ‘‘Details of the
% T& p- F0 ]9 M0 O) u; fOffering — Certain Provisions of the Preferred Shares Series 18 as a: Q1 |% V/ y7 H" U
Series — Restrictions on Dividends and Retirement of Shares’’, on
/ ], @& ^- y& V( X0 hFebruary 25, 2014 and on February 25 every five years thereafter, on not
7 {- v# s1 r5 Z Ymore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
% n) J7 z1 l$ U" j8 f/ npart of the then outstanding Preferred Shares Series 18, at the Bank’s option/ l0 n+ U5 K" W2 `9 f
without the consent of the holder, by the payment of an amount in cash for
% L" S b3 v# {) Peach such share so redeemed of $25.00 together with all declared and unpaid: Q* Z5 B& K& ~ y0 B _5 R
dividends to the date fixed for redemption.
& m1 b' p- W# m5 t% |; z9 o/ IConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
3 T9 p9 n3 X5 w5 t( ~3 S+ mShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have) ~& {2 t& S1 J
the right, at their option, to convert, on February 25, 2014 and on, z3 p4 P+ E9 L, U
S-41 {3 X" s, X- X7 O! f
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
% |' m0 p; k/ {8 D1 ^2 q6 _or all of their Preferred Shares Series 18 into an equal number of Preferred
( w1 o* u( b0 L; s5 I) eShares Series 19 upon giving to the Bank notice thereof not earlier than
1 x2 x9 E8 f' \, C* ~# m, H30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day7 p% \0 v8 Y, p6 f7 W, k; f. l
preceding, a Series 18 Conversion Date.
5 t5 D: s! L CAutomatic Conversion If the Bank determines, after having taken into account all shares tendered4 J9 X$ y# Z* y+ V5 [! c
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
( S& M" w8 a& A, |$ ^" DSeries 19, as the case may be, that there would be outstanding on such
7 p2 v1 l, r; [+ y5 W% V* R7 _Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
$ ~( O3 b( u% {such remaining number of Preferred Shares Series 18 will automatically be
/ u- I- x) @, L6 B. Q) M: Dconverted on such Series 18 Conversion Date into an equal number of9 i4 u r3 b" M) n6 x0 P
Preferred Shares Series 19. Additionally, if the Bank determines that, after
1 O2 i7 c$ m0 n% l) j8 q0 z3 U8 xconversion, there would be outstanding on such Series 18 Conversion Date6 x# ]4 w g7 y( d2 ?
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
- I; s1 c! B* q. L7 k6 TSeries 18 will be converted into Preferred Shares Series 19.
) s" v0 b9 X$ T7 s5 JVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
( e g. F% _- b& q) n! cSeries 18 will not be entitled as such to receive notice of, attend, or vote at,, c3 |( T' Q5 P4 W& w7 d
any meeting of the shareholders of the Bank unless and until the first time at
* s3 e! _2 \5 \% \6 V* ]% wwhich the Board of Directors has not declared the whole dividend on the. x O$ d0 P7 l+ ]9 V
Preferred Shares Series 18 in any quarter. In that event, subject as" {! ^3 h1 v) b
hereinafter provided, the holders of Preferred Shares Series 18 will be/ ]0 C! m8 k# v; I3 `" R' I
entitled to receive notice of, and to attend, meetings of shareholders at which+ O# a% j& h7 W) B" U: W1 Z
directors of the Bank are to be elected and will be entitled to one vote for
. ?& w' ^& w/ O: `$ f5 }each Preferred Share Series 18 held. The voting rights of the holders of the2 H3 i! E0 `: X
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of6 F& k* W' W s. W2 J- v* W- R
the first dividend on the Preferred Shares Series 18 to which the holders are7 m! r7 e% }' Z
entitled thereunder subsequent to the time such voting rights first arose until3 }0 e3 ?1 R2 ]" f6 p# X8 ~3 p
such time as the Bank may again fail to declare the whole dividend on the4 B, h3 B# ~$ L7 k' n$ u
Preferred Shares Series 18 in respect of any quarter, in which event such
8 l, M7 B7 V7 Hvoting rights will become effective again and so on from time to time.
6 v% |, b; \5 FPrincipal Characteristics of the Preferred Shares Series 19
+ |) y* @ J2 j. ]& @$ zDividends: The holders of the Preferred Shares Series 19 will be entitled to receive+ N8 J% g9 [/ Q* D' ^
floating rate non-cumulative preferential cash dividends, as and when
( o! p+ p9 Z% O( ~declared by the Board of Directors, subject to the provisions of the Bank Act,0 w. t8 G% [0 W3 G& G
payable quarterly on the 25th day of February, May, August and November2 D' q& Z/ L" u. b; r" o
in each year, in the amount per share determined by multiplying the
$ s; S! c9 `; x2 Xapplicable Quarterly Floating Dividend Rate by $25.00.3 P+ C& i6 r6 t
On the 30th day prior to the commencement of the initial quarterly dividend
4 Z; B, @9 n; F0 Z4 Speriod beginning on February 25, 2014, and on the 30th day prior to the first* s$ j" L! x: c5 A/ l0 D) q2 z& k! P: v
day of each subsequent quarterly dividend period (the initial quarterly5 g. D' `( O X' I# h6 i' W
dividend period and each subsequent quarterly dividend period is referred to
+ m5 ]$ m+ u* [+ fas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the1 a0 S% [; M2 D/ N3 ?( x* `
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate. L! \; Q. t# N9 J' y8 e
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
. {' C5 J. @7 z, a" PT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days! R! _8 X0 K, u1 n1 a+ \
elapsed in the applicable Quarterly Floating Rate Period divided by 365)3 O0 `8 s/ i8 {! { @ M$ L9 o
determined on the 30th day prior to the first day of the applicable Quarterly
! E- Y3 i+ B& _# J% l9 ] xFloating Rate Period.
% f! X' k( ?- @S-5* N, W4 E! N/ Z5 _1 ^0 V1 P
If the Board of Directors does not declare a dividend, or any part thereof, on
+ v* z6 _7 d, Wthe Preferred Shares Series 19 on or before the dividend payment date for a
3 V7 a9 ]) F9 K' o- Wparticular quarter, then the entitlement of the holders of the Preferred, ? I0 q+ c+ X2 {/ R- {
Shares Series 19 to receive such dividend, or to any part thereof, for such
' a' R$ p3 F. i5 a' \0 A4 r" w, u V2 Gquarter will be forever extinguished.& `! l$ ^. N7 \* A$ d! \5 l
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the% M/ c- G( g6 r
Superintendent and to the provisions described below under the heading
% d1 J' ~; ~4 f; t& k‘‘Details of the Offering — Certain Provisions of the Preferred Shares
s4 ]& m8 F6 |% pSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,' Z) b- f; y" U0 }0 b5 B, i# I, |
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
2 Z8 y; ?/ ]6 k- V3 g8 p& m1 a1 Mor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
' N. j9 v0 z) A/ G8 T, D5 Boption without the consent of the holder, by the payment of an amount in% ]" G# C x+ [$ O3 j# F
cash for each such share so redeemed of (i) $25.00 together with all declared' r$ z# E* Y7 ]* w5 j0 I
and unpaid dividends to the date fixed for redemption in the case of
4 m* P9 [' S% w; F! ^" h) `( h) Qredemptions on February 25, 2019 and on February 25 every five years% L/ U5 u3 P& j# ~. \' S# v% y
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
' U q! P8 o( |1 L9 y9 U6 H, Gthe date fixed for redemption in the case of redemptions on any other date
4 W7 D K. m3 N% f2 aon or after February 25, 2014. V# [5 k4 R! J0 J, v' l6 g' j; q
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
" B' g4 T* M2 h$ V" y" lShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
' G% H8 h* i% [! Hthe right, at their option, to convert, on February 25, 2019 and on* I. \$ Z t4 Q. U( m6 [
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any: S* ^6 a/ b" O3 }, |
or all of their Preferred Shares Series 19 into an equal number of Preferred
. [( b( _4 q. }7 C- `, K2 }) p* jShares Series 18 upon giving to the Bank written notice thereof not earlier6 _8 ~: Z+ U$ T+ T' `. s' N
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the. Y0 [" w# j" }5 R9 h( h
15th day preceding, a Series 19 Conversion Date.
& H2 B8 K0 N4 U. [. s7 ?Automatic Conversion If the Bank determines, after having taken into account all shares tendered- d* P! H% e: i5 m m# A6 T
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares" r1 F) n' p1 I* v* J. K
Series 18, as the case may be, that there would be outstanding on such) W( y3 N' a; B$ k
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,0 {. S, }9 `6 |2 U) y& e& [- Z) `: p
such remaining number of Preferred Shares Series 19 will automatically be g" o; T6 i s8 w T$ u
converted on such Series 19 Conversion Date into an equal number of
4 x. w$ Z1 K b: h- WPreferred Shares Series 18. Additionally, if the Bank determines that, after( V% @! G$ h* @5 |2 N- _7 R
conversion, there would be outstanding on such Series 19 Conversion Date
- G; {8 A" N4 ^, g2 d) T/ @7 kless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares5 w/ M* w# ]0 u E/ w$ ^
Series 19 will be converted into Preferred Shares Series 18.) b& [. O0 o/ U" N. Z7 h8 {
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 w' t2 W& |# Z
Series 19 will not be entitled as such to receive notice of, attend, or vote at,6 [8 A- ^2 U8 }3 K( j- ?
any meeting of the shareholders of the Bank unless and until the first time at
$ J/ a# M3 R8 Vwhich the Board of Directors has not declared the whole dividend on the- h2 Y9 b* i2 B( S6 y
Preferred Shares Series 19 in any quarter. In that event, subject as
* G- L9 O q' n; ^7 {/ J' Rhereinafter provided, the holders of Preferred Shares Series 19 will be( O) C4 G& M/ x, L" M. q5 U
entitled to receive notice of, and to attend, meetings of shareholders at which! N2 P' I- m8 f! K
directors of the Bank are to be elected and will be entitled to one vote for
) r( M2 H+ ~/ o; c/ g8 T( U6 keach Preferred Share Series 19 held. The voting rights of the holders of the
/ Y, x+ {% W, v5 N; a; TPreferred Shares Series 19 will forthwith cease upon payment by the Bank of; W, J% L" g4 g* T0 L* Y
the first dividend on the Preferred Shares Series 19 to which the holders are
/ }4 N/ e5 o9 I1 o( Fentitled thereunder subsequent to the time such voting rights first arose until. s! F4 ~0 w& q& x' ^
such time as the Bank may again fail to declare the whole dividend on the6 N4 z5 f) ^( k/ g1 o
Preferred Shares Series 19 in respect of any quarter, in which event such$ N% r( r& \% c9 W% ]
voting rights will become effective again and so on from time to time.1 A1 U' U' ?; t/ ?7 @
S-67 }) I6 K" h1 q
Priority: The preferred shares of each series of the Bank will rank on a parity with
: D) Q! I+ ^+ Z ~! Kevery other series and are entitled to preference over the common shares of
# y* |$ }( _+ Bthe Bank and over any other shares of the Bank ranking junior to the
4 z3 F2 X& w- b/ p" U& m: `preferred shares with respect to the payment of dividends and upon any
- C. O0 K& D) qdistribution of assets in the event of the liquidation, dissolution or! \5 ^; e. G/ H7 W6 c& b3 _% I
winding-up of the Bank.
. i1 z+ z8 M* ^. ]Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
8 f$ z) Q% }0 O; VDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares+ G9 t8 q( E0 o" y% A" {& }% s
Series 18 and Preferred Shares Series 19 will not be required to pay tax on' u8 m. f: `# Z$ E4 e8 p9 z) U* |' j$ D& M
dividends received on such shares under Part IV.1 of such Act. |
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