 鲜花( 26)  鸡蛋( 0)
|

楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的:% z0 w" J) X$ k! i8 R }
SUMMARY OF THE OFFERING# e" M) U7 f2 b
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’’.
# `$ k% S; ]! x v0 t* xIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.# o. T4 N \1 p. [" o) ~+ u& e
Amount: $150,000,000 (6,000,000 shares).
8 g7 |; \2 @# r8 K2 _! qPrice and Yield: $25.00 per share to yield initially 6.50% per annum.6 H: `5 {4 J2 i6 y1 \" u4 y/ \
Principal Characteristics of the Preferred Shares Series 18
0 u3 v& R. f1 J0 qDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
4 e) `9 ] v1 F$ D. X. a; Tnon-cumulative preferential cash dividends, as and when declared by the3 P9 ^) }8 E$ [' h
Board of Directors, subject to the provisions of the Bank Act, for the initial6 D7 S: @( n8 o' R
period commencing on the closing date and ending on and including- X8 t8 P+ ~9 E/ l$ c4 e s; P
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the; {! v+ L. R; S/ w2 I9 W0 U
25th day of February, May, August and November in each year, at a rate& k$ `2 m/ q( k8 y0 z
equal to $0.40625 per share. The initial dividend, if declared, will be payable
! o# ]* B8 r: o" `2 e+ P! z: W" @May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
6 e6 x( `) ?8 F% i; N. Z3 T5 x/ Pdate of December 11, 2008.# X0 u! H; M8 |" T$ `2 J
For each five-year period after the Initial Fixed Rate Period (each, a
6 J/ `9 f) V6 Y5 \2 X; j‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
- Z# ]* Q8 \8 M# s1 s2 J+ LSeries 18 will be entitled to receive fixed non-cumulative preferential cash
! g2 o; Z6 R6 U* W9 {5 Wdividends, as and when declared by the Board of Directors, subject to the: Q; p3 [( z' y# G3 M3 D
provisions of the Bank Act, payable quarterly on the 25th day of February,
2 e* a+ }, e: F' V& Q" Z* EMay, August and November in each year, in the amount per share per annum
2 _: r( Q2 M& K; P4 T: odetermined by multiplying the Annual Fixed Dividend Rate applicable to3 k) o" a* x' [7 r( T) T; ?
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
. p) m8 q7 X: N' U4 \- iRate for the ensuing Subsequent Fixed Rate Period will be determined by the5 G% U: E0 \9 a8 J+ i
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
% I5 p1 b, z, S3 m0 nof such Subsequent Fixed Rate Period and will be equal to the sum of the
4 n% X8 y/ k3 F4 mGovernment of Canada Yield on the applicable Fixed Rate Calculation Date# h5 P7 }4 h/ H7 r- F" u, U8 }
plus 3.83%.( Z4 g( [3 J/ P" a" O
If the Board of Directors does not declare a dividend, or any part thereof, on
" H' B4 j' l2 V( I8 @; E, o! wthe Preferred Shares Series 18 on or before the dividend payment date for a
7 [. X$ `6 p* B6 H& u8 Hparticular quarter, then the entitlement of the holders of the Preferred
% x: l' X A2 z! `: V6 MShares Series 18 to receive such dividend, or to any part thereof, for such) k+ J' S3 u) D/ f- |; P: Q
quarter will be forever extinguished.) N0 q- {3 H! ?* ~, Z, |3 k
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
$ |1 s% ~' d8 n2 e' |Superintendent and to the provisions described below under ‘‘Details of the$ a* h) n' s/ U5 s
Offering — Certain Provisions of the Preferred Shares Series 18 as a' G6 \/ z+ A6 W* b" N. u
Series — Restrictions on Dividends and Retirement of Shares’’, on3 K4 J' Z8 u5 x2 U9 q
February 25, 2014 and on February 25 every five years thereafter, on not
+ c8 T* v& m# k) X* T3 C5 wmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any- f. A. X- C+ B0 |" @
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
) F4 O4 ~; u$ awithout the consent of the holder, by the payment of an amount in cash for* v. q7 w. q# N+ K( P
each such share so redeemed of $25.00 together with all declared and unpaid
& `0 F/ y: |, O5 L1 W9 G2 r2 Pdividends to the date fixed for redemption.
7 q& }) s8 Z/ B3 L* CConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic9 }( l; K- g, u; t# M Q! [
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have1 Q4 O) t! B3 Z8 ?
the right, at their option, to convert, on February 25, 2014 and on; s9 j% t: d& Z6 ]
S-4
$ x y" {- j8 C F- G& FFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
7 u, g$ }& w3 Y- u5 Q6 @: mor all of their Preferred Shares Series 18 into an equal number of Preferred
( ]! a C; g0 L2 g% ?Shares Series 19 upon giving to the Bank notice thereof not earlier than
$ f( s1 _. v ^- t) J* g5 M30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
% V2 O* S, f' q, g4 Q# fpreceding, a Series 18 Conversion Date.& t- R9 ]+ V/ b6 V
Automatic Conversion If the Bank determines, after having taken into account all shares tendered ]% K- S1 S6 B& P! K
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares) s1 G* f( A3 F$ ]
Series 19, as the case may be, that there would be outstanding on such
. Z% [) }/ Z" Z) d |- D3 ~Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,8 _, y& V8 z P% X( Y9 \: `0 b
such remaining number of Preferred Shares Series 18 will automatically be
3 x9 I3 {3 T2 B; _converted on such Series 18 Conversion Date into an equal number of1 K) M9 M2 y0 M C I& F* I$ j
Preferred Shares Series 19. Additionally, if the Bank determines that, after
8 X, _: z6 @* E8 Aconversion, there would be outstanding on such Series 18 Conversion Date
7 _% a* B6 u7 ?1 o l" [& B' sless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares- x2 m W! ?4 e. l8 b8 j- [5 f
Series 18 will be converted into Preferred Shares Series 19.
5 x1 }( `& e) T. x3 Q3 l* w6 z2 yVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" h1 x. B; B {' O
Series 18 will not be entitled as such to receive notice of, attend, or vote at,% U1 G* o. ?6 A. o: B
any meeting of the shareholders of the Bank unless and until the first time at1 }4 O, [! e& C# L2 A
which the Board of Directors has not declared the whole dividend on the
Q8 Y7 O9 H' E: a0 I" x6 hPreferred Shares Series 18 in any quarter. In that event, subject as) F& t2 S' L! x- r& z. x4 e
hereinafter provided, the holders of Preferred Shares Series 18 will be
) L$ f7 \' N# ]; u' yentitled to receive notice of, and to attend, meetings of shareholders at which
/ Z* z9 ^- m* T: T4 ?9 bdirectors of the Bank are to be elected and will be entitled to one vote for! ^/ c; P! Y1 |8 U: C% B7 ?
each Preferred Share Series 18 held. The voting rights of the holders of the E& j5 C3 G) U, ]
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of7 |, ]) D/ G2 P
the first dividend on the Preferred Shares Series 18 to which the holders are
' g; h0 {: P6 u* [: Rentitled thereunder subsequent to the time such voting rights first arose until
7 [, ^$ a4 a$ a3 E6 W/ I- v& psuch time as the Bank may again fail to declare the whole dividend on the: c( u# D9 u9 k% r: N# C5 k
Preferred Shares Series 18 in respect of any quarter, in which event such+ @# p* D; T; n! o! @" `
voting rights will become effective again and so on from time to time.$ z9 l/ b/ d0 |" o% }5 i$ [0 N
Principal Characteristics of the Preferred Shares Series 198 l- c! L+ p5 d1 m' l1 D. v
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
& N: Y/ `- _! w' ^) y5 i, Q+ @6 z+ cfloating rate non-cumulative preferential cash dividends, as and when$ R! U) x0 X0 X1 m/ F/ Q
declared by the Board of Directors, subject to the provisions of the Bank Act,
' j) X- F" w9 G( cpayable quarterly on the 25th day of February, May, August and November _% v- \) m: u8 Q2 x
in each year, in the amount per share determined by multiplying the( V" Z" p4 `7 A {
applicable Quarterly Floating Dividend Rate by $25.00.9 \: L9 w _4 R
On the 30th day prior to the commencement of the initial quarterly dividend
: Q* W: U5 x6 }& Y Kperiod beginning on February 25, 2014, and on the 30th day prior to the first
3 D$ R9 N2 c2 w E% b( V0 gday of each subsequent quarterly dividend period (the initial quarterly$ M- R/ g% t* m+ g! w+ I
dividend period and each subsequent quarterly dividend period is referred to$ i* N% J* v- i, G
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the% d) f: A! D9 Q) G8 N
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate) ?) c8 Z q1 `2 G) ?& J, j- i
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
X$ ?+ m2 B4 }3 \0 }' BT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days) m, |1 l; T7 I! I
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
' ?5 U, R0 k9 e/ S: q$ v/ Zdetermined on the 30th day prior to the first day of the applicable Quarterly
) q/ h. j0 a+ d3 R5 z( E: R+ _Floating Rate Period.
- A! w4 V' J+ wS-5
" d0 c- L) q* j8 o& n% EIf the Board of Directors does not declare a dividend, or any part thereof, on: r0 o0 n3 P* @& p" L z) E
the Preferred Shares Series 19 on or before the dividend payment date for a" d" A! c; K; q) I1 x$ g4 h
particular quarter, then the entitlement of the holders of the Preferred
6 N: @& B; z- C0 Y+ K s/ cShares Series 19 to receive such dividend, or to any part thereof, for such8 k9 N' Y1 S4 r- ` k
quarter will be forever extinguished.
9 E1 X% C1 E7 j+ s2 }Redemption: Subject to the provisions of the Bank Act and to the prior consent of the1 Y; _8 Z: [/ y$ b
Superintendent and to the provisions described below under the heading# y. o; [* w$ r+ P" d; o6 L6 H1 x
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
, O, m& @1 ], t; y; `Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,$ Z) q: E& ~# j8 @$ p( m
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all1 C4 ~, Y D1 p( \# L M
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s3 P( o2 ?2 N& B/ c' d2 [- T. b, Z
option without the consent of the holder, by the payment of an amount in3 v8 t. t1 ~; v& h
cash for each such share so redeemed of (i) $25.00 together with all declared
; w5 ]2 m( j2 {. N! f/ T ~and unpaid dividends to the date fixed for redemption in the case of
7 N; E% K" V a4 l' u! n* M- ?" u( Mredemptions on February 25, 2019 and on February 25 every five years% ?5 R& s4 N% j- k6 {
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to7 k1 n3 w- b0 k+ D
the date fixed for redemption in the case of redemptions on any other date
4 G; o, V6 ]; O g) w% U6 n: B9 n" pon or after February 25, 2014.% H1 L" L" w: {+ p
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
# K3 X# _" F B6 k; \Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
' v" F2 r V0 ^( Wthe right, at their option, to convert, on February 25, 2019 and on
3 e7 H' K; P" FFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any5 }1 z# K# v& {+ n% N
or all of their Preferred Shares Series 19 into an equal number of Preferred
0 V6 t# @5 j8 @# \Shares Series 18 upon giving to the Bank written notice thereof not earlier. [+ G( z, |% a
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
: V% F$ b1 p% M15th day preceding, a Series 19 Conversion Date. \; d3 U& }" d9 m
Automatic Conversion If the Bank determines, after having taken into account all shares tendered5 P. |7 o) |* D& `% T. I
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares" \+ b3 W' [/ t, u- V
Series 18, as the case may be, that there would be outstanding on such
7 K0 Q; D9 J3 H' F4 R/ xSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,! {+ d `) A) C9 s- W8 z5 u$ u7 H
such remaining number of Preferred Shares Series 19 will automatically be
# E& L6 B& L* A+ J6 kconverted on such Series 19 Conversion Date into an equal number of
# q' T, h: x6 Q& O, iPreferred Shares Series 18. Additionally, if the Bank determines that, after
* X Y0 A L2 n/ @0 Lconversion, there would be outstanding on such Series 19 Conversion Date6 t, l- O2 d% r
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
$ v' [, @9 d2 [$ |9 N. E! hSeries 19 will be converted into Preferred Shares Series 18.
: W& E5 m2 O J( _Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares' i* A/ ]3 E/ {8 J
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
7 s( s$ _7 s* X1 A" a# V& m, |any meeting of the shareholders of the Bank unless and until the first time at4 i' `2 ~7 L& e1 ~1 d' _) F
which the Board of Directors has not declared the whole dividend on the
! N1 b9 j5 A Z; _" GPreferred Shares Series 19 in any quarter. In that event, subject as0 p( m, f8 @% }3 N( G: {
hereinafter provided, the holders of Preferred Shares Series 19 will be% K" g; y: A1 {( A0 l4 I
entitled to receive notice of, and to attend, meetings of shareholders at which
) {$ Q3 E @1 u4 c5 { \, r5 Hdirectors of the Bank are to be elected and will be entitled to one vote for5 V& {: Y7 W% ~/ |* `
each Preferred Share Series 19 held. The voting rights of the holders of the* G& \2 ?# V) a3 L$ ?
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of) x" {- l# O4 Y2 }# P
the first dividend on the Preferred Shares Series 19 to which the holders are8 b5 x0 t8 E- [- h/ D2 m
entitled thereunder subsequent to the time such voting rights first arose until
* |& D4 B* N" F4 y% P* q) d1 msuch time as the Bank may again fail to declare the whole dividend on the
2 Z% s: |7 A4 S' T" ^Preferred Shares Series 19 in respect of any quarter, in which event such1 l1 V& h6 F3 C6 R; Z( R+ h T
voting rights will become effective again and so on from time to time.
( g: f/ y: ~, r4 }' S* hS-6
9 z5 |* p' |9 F1 n* g' aPriority: The preferred shares of each series of the Bank will rank on a parity with* C5 s( Z$ q, u! u% ?
every other series and are entitled to preference over the common shares of
) `2 T( P+ b& N0 J* |' n/ `the Bank and over any other shares of the Bank ranking junior to the5 J: v# Z. H) e% n4 c5 r
preferred shares with respect to the payment of dividends and upon any4 a, i0 W& }0 p4 ~ N9 H/ e
distribution of assets in the event of the liquidation, dissolution or0 p" i2 h' ]$ d4 Y$ n
winding-up of the Bank.
" V* j! O1 ^6 v+ ^Tax on Preferred Share The Bank will elect, in the manner and within the time provided under- V! V; L- A* p# z9 x! w
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
7 V, C* G& f7 _Series 18 and Preferred Shares Series 19 will not be required to pay tax on+ n$ u4 X5 U0 Q. [
dividends received on such shares under Part IV.1 of such Act. |
|