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发表于 2008-11-29 16:58
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下面是BMO的:+ _ i( Q0 @( m0 G! e# V) \
SUMMARY OF THE OFFERING
$ o' C+ [2 r/ H( LThis 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) S+ r6 I3 k) B) iIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
: H5 I8 O) V# Q1 ?6 U) s, E* T- B+ |Amount: $150,000,000 (6,000,000 shares).
/ A0 |8 U3 O" [" k5 i& kPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
# M5 G9 a8 V- q; b; K2 g& uPrincipal Characteristics of the Preferred Shares Series 18
" A) A% c- y$ D; y. kDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
' X- ?: Q' E' Dnon-cumulative preferential cash dividends, as and when declared by the
4 d- z# n3 m+ pBoard of Directors, subject to the provisions of the Bank Act, for the initial
% ~" ?3 k& g Y- u4 w" Wperiod commencing on the closing date and ending on and including
, o2 z: X. b: xFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
/ S3 O; E& N9 S' s25th day of February, May, August and November in each year, at a rate: [, \$ a; o* O
equal to $0.40625 per share. The initial dividend, if declared, will be payable+ _$ h6 T+ ^- {7 V: H
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing+ A- O6 Q+ v+ n! `- s
date of December 11, 2008.
: i6 P- s, W4 v" W- eFor each five-year period after the Initial Fixed Rate Period (each, a) `2 ?0 ?. h% N1 z! u. c; c m
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
- P4 \5 f2 x9 q- T% bSeries 18 will be entitled to receive fixed non-cumulative preferential cash" b' l9 D6 x5 p1 W, f1 P6 _: U+ F
dividends, as and when declared by the Board of Directors, subject to the
1 _- |- q6 h @6 j( Bprovisions of the Bank Act, payable quarterly on the 25th day of February,
# h% W3 ^. P8 h0 FMay, August and November in each year, in the amount per share per annum
, D, ~' G! b/ i! ~2 Adetermined by multiplying the Annual Fixed Dividend Rate applicable to/ J' R0 \0 t" I |6 s4 i
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend; L# _% z. j: O; p" j# H4 i
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the& W/ K- X6 Z* B
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
" r" Y5 K# o6 k4 n2 p9 Aof such Subsequent Fixed Rate Period and will be equal to the sum of the+ l# c% d4 G6 K7 y$ s: v
Government of Canada Yield on the applicable Fixed Rate Calculation Date5 ?" I: _# i8 e5 ?4 {( z
plus 3.83%.! K. `/ K7 _% X0 m- J9 O& p
If the Board of Directors does not declare a dividend, or any part thereof, on
7 @+ I& F. `0 U. }- Y2 |, { Wthe Preferred Shares Series 18 on or before the dividend payment date for a" C9 S4 [7 q0 a# L+ C
particular quarter, then the entitlement of the holders of the Preferred
) i- s: B4 U3 E+ W/ a/ k( tShares Series 18 to receive such dividend, or to any part thereof, for such7 X# y" b+ B p+ b
quarter will be forever extinguished.
5 X% T& l7 E1 v0 _0 `# N6 nRedemption: Subject to the provisions of the Bank Act and to the prior consent of the E4 H) j; K$ h3 Y. i, a- f& D
Superintendent and to the provisions described below under ‘‘Details of the
: P6 W3 f" ^9 E4 {Offering — Certain Provisions of the Preferred Shares Series 18 as a
# l9 S3 E4 Q1 _$ J2 DSeries — Restrictions on Dividends and Retirement of Shares’’, on p# T2 |! ~% A' t$ g
February 25, 2014 and on February 25 every five years thereafter, on not9 g% t1 Y2 \ {5 \5 O$ b
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
9 u6 S3 Y3 p. I) S1 Ipart of the then outstanding Preferred Shares Series 18, at the Bank’s option
: L& a8 e7 P' _8 n0 C1 G* Cwithout the consent of the holder, by the payment of an amount in cash for* Y+ ~% d a8 P# J3 F8 _
each such share so redeemed of $25.00 together with all declared and unpaid6 n" W1 h" d+ `: q
dividends to the date fixed for redemption.
) L' y% S6 M& R7 c1 U3 H, uConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
. |+ a7 K6 q I1 c. @8 e2 v6 CShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
( k+ P" ]6 _# x7 mthe right, at their option, to convert, on February 25, 2014 and on
* Q) S3 D. ]! ]: ^$ {% Y+ QS-4
9 N. S7 i# c' F( n0 O' w' O" fFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
5 Z$ a. g. l# W/ _; jor all of their Preferred Shares Series 18 into an equal number of Preferred
$ P( E' O: h9 F9 n. p! WShares Series 19 upon giving to the Bank notice thereof not earlier than
" I/ D& Z9 Y, W2 [+ e, C0 O9 C30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
) ?$ B" e: x7 X" J2 Bpreceding, a Series 18 Conversion Date.: N) G/ a/ {% `5 V. u4 }2 u
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
* h7 w$ w- B; T' s9 w/ QProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
- x2 X3 W; C* z) v4 ~Series 19, as the case may be, that there would be outstanding on such4 L$ o7 p. M9 s& g( o
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
- H7 H# O2 z/ e5 S. osuch remaining number of Preferred Shares Series 18 will automatically be
; L: L, c' A3 ^* V9 l3 G0 G- aconverted on such Series 18 Conversion Date into an equal number of
+ H) f0 p0 k8 C" ]& P# vPreferred Shares Series 19. Additionally, if the Bank determines that, after
+ L( k; t% q: R- [ v! kconversion, there would be outstanding on such Series 18 Conversion Date
1 h* t7 R9 w$ _( w. \3 M4 `less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares+ W, e; W8 k' d) e8 @$ }% E
Series 18 will be converted into Preferred Shares Series 19." h2 u! U8 q5 Z9 G6 ^! e( L
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
4 X. O, r% m j% ISeries 18 will not be entitled as such to receive notice of, attend, or vote at,4 [5 s1 P8 I+ J8 t) C0 F/ B
any meeting of the shareholders of the Bank unless and until the first time at# n6 w# o: Q/ _8 q1 l
which the Board of Directors has not declared the whole dividend on the. j4 _1 G" i9 G* A* m1 H* \* P H6 p
Preferred Shares Series 18 in any quarter. In that event, subject as
1 x: O6 l& R2 O3 Khereinafter provided, the holders of Preferred Shares Series 18 will be
9 p7 M% a# U# K2 m% Eentitled to receive notice of, and to attend, meetings of shareholders at which' {" ^. M. n- G1 G5 S, |
directors of the Bank are to be elected and will be entitled to one vote for
! Q; W$ j% l" w) J0 Zeach Preferred Share Series 18 held. The voting rights of the holders of the
H+ P l( D2 m1 p2 q2 f! IPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
; d) A4 h& ]; p& Lthe first dividend on the Preferred Shares Series 18 to which the holders are
# Y W( y- x9 D' i1 Q7 Zentitled thereunder subsequent to the time such voting rights first arose until6 {' }* }& g4 \8 |
such time as the Bank may again fail to declare the whole dividend on the
$ f4 U; d0 d: }; ~9 u. F" Z- nPreferred Shares Series 18 in respect of any quarter, in which event such+ b1 Q# q7 r3 n
voting rights will become effective again and so on from time to time.
( x# k7 A o' kPrincipal Characteristics of the Preferred Shares Series 19& A7 E1 }# z- g! O- l
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive3 |) g# P- w1 p* p$ n
floating rate non-cumulative preferential cash dividends, as and when& r" e, l) h# v! @6 n
declared by the Board of Directors, subject to the provisions of the Bank Act,
5 t: |% m: t$ G9 Cpayable quarterly on the 25th day of February, May, August and November9 G2 O1 ]: x8 l) |) M) u t6 \# E
in each year, in the amount per share determined by multiplying the' D3 w o/ g% V5 ]
applicable Quarterly Floating Dividend Rate by $25.00.
# `+ J5 _% Q6 Z8 aOn the 30th day prior to the commencement of the initial quarterly dividend2 C; ]- {! W+ }+ I( P
period beginning on February 25, 2014, and on the 30th day prior to the first6 J& i. p) ~: m7 J, {1 r; |
day of each subsequent quarterly dividend period (the initial quarterly
1 ?* D# \! v+ H8 zdividend period and each subsequent quarterly dividend period is referred to
- H2 t$ R- E5 b: K& {9 S( N8 a/ Jas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
, z* C" [+ |; h* cQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
7 X5 G$ x8 O \) o' A. M) @Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
( u/ ~( L$ r4 S7 `& \3 YT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days$ R! I* x( V: M: y" ~' {2 |
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
7 y2 ]! K) | e9 x! ?1 pdetermined on the 30th day prior to the first day of the applicable Quarterly3 w( |+ F1 T8 y4 b( N9 p+ ^2 F8 A
Floating Rate Period.
% s8 K1 B) U" g$ lS-59 u8 s5 i% N3 q2 ?2 l6 B; J
If the Board of Directors does not declare a dividend, or any part thereof, on
, N! g) `3 k/ b/ Athe Preferred Shares Series 19 on or before the dividend payment date for a) _' E2 M t8 \- X
particular quarter, then the entitlement of the holders of the Preferred
8 B5 r7 s: z. b+ U# J4 i5 \Shares Series 19 to receive such dividend, or to any part thereof, for such/ Q) f# `7 ?( `) G
quarter will be forever extinguished.- _7 y& i3 E) M1 {0 N
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the1 q0 e, O" ^! n2 f. z
Superintendent and to the provisions described below under the heading5 o: y, U$ {0 j* Q/ U
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
$ ~" R. T/ r7 q# X) x! d- p# bSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
) u* l5 Q) p- }/ t6 E% I' ron not more than 60 nor less than 30 days’ notice, the Bank may redeem all
" g7 r) h$ p- k5 Hor any part of the then outstanding Preferred Shares Series 19, at the Bank’s9 O/ M. a( c: m( B& ?6 k- @4 G* @
option without the consent of the holder, by the payment of an amount in
% O- |4 r, `: ?. s, Ncash for each such share so redeemed of (i) $25.00 together with all declared5 }6 ~4 j( {4 n1 _
and unpaid dividends to the date fixed for redemption in the case of3 j2 `; @! r2 s* a/ h
redemptions on February 25, 2019 and on February 25 every five years; h( l# @* J: S7 i% ? K4 F' K
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to: D e1 e0 P8 k( U, l4 r
the date fixed for redemption in the case of redemptions on any other date
( ?% \8 f+ d D9 o( y# von or after February 25, 2014.
4 |! r1 p6 J$ GConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
5 F- b5 d5 c9 n: }5 \Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have6 C6 H4 |8 h3 i7 S! D6 o4 @& ^
the right, at their option, to convert, on February 25, 2019 and on
% C. U6 @: x6 P( w3 [6 wFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any) G1 }( p9 Z; A" [; W( L
or all of their Preferred Shares Series 19 into an equal number of Preferred: p" f. ?9 Q$ H2 c# P: \
Shares Series 18 upon giving to the Bank written notice thereof not earlier
( O; G5 @! g- Y% i! Vthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
r* @8 P; v( v7 u1 p5 y15th day preceding, a Series 19 Conversion Date.2 c/ C& f% b1 I. J2 Q
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
" `5 T) U: B' Q& F% M; `$ e |6 y! yProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
/ E/ G! b l# o8 w# s1 MSeries 18, as the case may be, that there would be outstanding on such
5 d7 J, u9 b' B* {( N$ N6 CSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
' S& D' v7 _, i! T" asuch remaining number of Preferred Shares Series 19 will automatically be
# `/ W1 ?; u) |converted on such Series 19 Conversion Date into an equal number of
3 [% ]7 [9 U7 q' h& f0 iPreferred Shares Series 18. Additionally, if the Bank determines that, after( z9 l! } x; s( F# ]
conversion, there would be outstanding on such Series 19 Conversion Date0 b+ ?( T+ V! y) Z* a; f7 p1 C
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
) l' L( ^- \+ A1 _2 h9 m* M3 SSeries 19 will be converted into Preferred Shares Series 18.# l: ^* E4 [5 J \+ T" G
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
% ~' s: } a& d6 e; r( HSeries 19 will not be entitled as such to receive notice of, attend, or vote at,4 T5 z* v) d9 ]
any meeting of the shareholders of the Bank unless and until the first time at
( P9 b- _% _" R/ E1 Bwhich the Board of Directors has not declared the whole dividend on the1 R- W$ L/ j5 R. _
Preferred Shares Series 19 in any quarter. In that event, subject as
6 U/ \: U5 t+ d2 jhereinafter provided, the holders of Preferred Shares Series 19 will be& k% U8 L' c$ c" ?/ }+ ^ a$ ^
entitled to receive notice of, and to attend, meetings of shareholders at which
% n4 m R0 ] D" z6 q, g4 hdirectors of the Bank are to be elected and will be entitled to one vote for
- N" L0 F% E' H) b' P; B! }9 X2 heach Preferred Share Series 19 held. The voting rights of the holders of the
9 R' e, H& V5 P8 m* W. `1 ^# x. TPreferred Shares Series 19 will forthwith cease upon payment by the Bank of4 V. }% t* u3 a1 J6 X
the first dividend on the Preferred Shares Series 19 to which the holders are
1 O4 ?( E9 l X. Tentitled thereunder subsequent to the time such voting rights first arose until& Y2 @2 j; r/ y( H, Z* z+ P' u
such time as the Bank may again fail to declare the whole dividend on the# \: o& d( W+ o! z
Preferred Shares Series 19 in respect of any quarter, in which event such) T) N w6 N- {) _/ H1 ~5 q
voting rights will become effective again and so on from time to time.8 b" p% `2 j- g$ c n5 W$ s
S-66 a1 s" \5 Z3 ]0 p5 }
Priority: The preferred shares of each series of the Bank will rank on a parity with
( U# q0 m" q ievery other series and are entitled to preference over the common shares of
% ]- l% y. U8 d. |9 q8 bthe Bank and over any other shares of the Bank ranking junior to the/ t0 Y) u! v5 \5 q
preferred shares with respect to the payment of dividends and upon any
! x- r. u# P( J1 n; z3 bdistribution of assets in the event of the liquidation, dissolution or
$ O `+ p6 y) W8 k! A& E. A' _winding-up of the Bank. _: p. Q1 s6 h2 f2 G
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
- l: \1 M: ]3 e" ~) S; }Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
+ S. H+ h4 c' C4 q8 n8 V! k9 k' ?Series 18 and Preferred Shares Series 19 will not be required to pay tax on% z+ S( b5 W. `( K
dividends received on such shares under Part IV.1 of such Act. |
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