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发表于 2008-11-29 16:58
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下面是BMO的:0 k2 ? b! W2 H) p
SUMMARY OF THE OFFERING
L" }; M$ i: R" _# ?* c4 a) Y2 \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’’.
% W4 \, G( P! Z7 F+ _& Q$ U/ DIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
" M* h$ Y* ^8 j* o" f- y# Q. zAmount: $150,000,000 (6,000,000 shares).
; S+ q2 R. A& B4 O# tPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
8 x% |7 {4 S4 E3 XPrincipal Characteristics of the Preferred Shares Series 18
- b" V d) H+ B: ]Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
3 Y- o* @. P2 R# x& Bnon-cumulative preferential cash dividends, as and when declared by the
! ]* S, |2 n/ }: RBoard of Directors, subject to the provisions of the Bank Act, for the initial
( s6 \5 u% `9 j0 h9 Speriod commencing on the closing date and ending on and including' g/ N) F# `& \' c1 g
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
+ D0 c9 Z) b+ a) ?+ R25th day of February, May, August and November in each year, at a rate
( z) U+ [- D" Z9 p6 Wequal to $0.40625 per share. The initial dividend, if declared, will be payable
0 E- c$ o2 d! R2 cMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing( D% N* v) @; U3 {
date of December 11, 2008.2 b0 i1 @, x: p n! W+ @* x% t
For each five-year period after the Initial Fixed Rate Period (each, a; D) i; Q0 [5 S) I
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares, r( e8 `" s& V0 U1 b/ H
Series 18 will be entitled to receive fixed non-cumulative preferential cash# p( B. d" Y& x7 ]+ A
dividends, as and when declared by the Board of Directors, subject to the
" r9 r" N2 |. L; aprovisions of the Bank Act, payable quarterly on the 25th day of February,) l- T# X0 X- h7 D& Y
May, August and November in each year, in the amount per share per annum! j7 ?! c8 I2 U* C
determined by multiplying the Annual Fixed Dividend Rate applicable to
5 l) x+ J( i# h& `1 O( qsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
. h+ b0 _: v6 ?. dRate for the ensuing Subsequent Fixed Rate Period will be determined by the
- K. F) ~, f* f& G! ^$ oBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
) A( a7 B" h5 v9 P5 D+ W( R: J" dof such Subsequent Fixed Rate Period and will be equal to the sum of the
J: R, ~. z+ D: J6 w |6 l3 RGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
5 Q+ p! A& ]. H6 Y! pplus 3.83%." Q& b! H" X% |" Z( p
If the Board of Directors does not declare a dividend, or any part thereof, on, Z) `) `3 Y2 }# v) W
the Preferred Shares Series 18 on or before the dividend payment date for a
, @5 O5 r0 M! L d3 x7 Cparticular quarter, then the entitlement of the holders of the Preferred
# @* k: \& W# Q+ y9 r6 S; z& k% QShares Series 18 to receive such dividend, or to any part thereof, for such
! y# D' N" d0 u" [4 Lquarter will be forever extinguished.
4 s2 V" \' H' cRedemption: Subject to the provisions of the Bank Act and to the prior consent of the; Q, n ] u. R9 _
Superintendent and to the provisions described below under ‘‘Details of the
, q6 u) Z& o. ]7 |! @Offering — Certain Provisions of the Preferred Shares Series 18 as a
- [" _: ^2 ~5 ~+ lSeries — Restrictions on Dividends and Retirement of Shares’’, on
7 q. Z+ j; o: }- OFebruary 25, 2014 and on February 25 every five years thereafter, on not8 e" c" d- K: g9 r; g( w
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any9 D& P6 X( ~3 ?9 A% ^# k. [; j9 t
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
% K! A2 |& l& h. rwithout the consent of the holder, by the payment of an amount in cash for
7 Q/ X6 Z7 U' Geach such share so redeemed of $25.00 together with all declared and unpaid5 h$ y6 z( |. X/ ?. V3 a
dividends to the date fixed for redemption.
7 F) Z4 ]4 x0 w: Z. OConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic% y7 d% j9 x! e) ?& T% ], v* A+ P
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have$ P/ k9 l. W0 R: e# V% k7 n- Z5 I
the right, at their option, to convert, on February 25, 2014 and on
" Z# Y0 B9 Q9 y& DS-48 Q* l+ G, q+ g4 a* g0 U1 Q6 Y
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any! R' {2 M. @% I. v2 R
or all of their Preferred Shares Series 18 into an equal number of Preferred
- A1 z M! K! J; f' U1 S% H+ qShares Series 19 upon giving to the Bank notice thereof not earlier than! F0 x( o, C/ m, L& p+ ~8 W) S
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day# X3 b' n6 Z; m* z' i
preceding, a Series 18 Conversion Date.; O# R+ m1 R$ t: C
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
+ p @8 ^3 }$ e0 y# B: L7 HProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
8 m0 G" `8 G/ O7 v# m$ h2 tSeries 19, as the case may be, that there would be outstanding on such
2 H5 B3 N4 T$ ^: S2 ESeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
! L; ~( z6 P4 ^( ~; t" ^, ]such remaining number of Preferred Shares Series 18 will automatically be: e3 Y' U) U) s( V! d2 W
converted on such Series 18 Conversion Date into an equal number of
! X- {/ n+ I- W# l1 i" [Preferred Shares Series 19. Additionally, if the Bank determines that, after. [# s! A( z: K, i; R
conversion, there would be outstanding on such Series 18 Conversion Date
* j. k% E: @( A$ D5 F1 U8 `less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
: E3 v# u. u# S" x8 v$ rSeries 18 will be converted into Preferred Shares Series 19.
9 B2 }# Z7 ^4 Q, X' MVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares, w, Q0 A4 O( V3 S* H# T
Series 18 will not be entitled as such to receive notice of, attend, or vote at,) z6 G6 e1 O" d: [; G
any meeting of the shareholders of the Bank unless and until the first time at5 {, a A. C( V3 ?
which the Board of Directors has not declared the whole dividend on the! L) }, ^# h7 \. Y
Preferred Shares Series 18 in any quarter. In that event, subject as
' c3 S1 u, J; x5 e' m: U4 ^- ghereinafter provided, the holders of Preferred Shares Series 18 will be4 b9 z9 v+ M- U% _# Z1 V
entitled to receive notice of, and to attend, meetings of shareholders at which" D6 S5 |+ g4 I+ u1 S) h, M
directors of the Bank are to be elected and will be entitled to one vote for7 j& ?" ]+ q) {* c/ z9 | Z
each Preferred Share Series 18 held. The voting rights of the holders of the
. n! j9 k3 Z5 N3 S7 k! `Preferred Shares Series 18 will forthwith cease upon payment by the Bank of1 Y: e2 F+ c; j6 |) ?' C$ y
the first dividend on the Preferred Shares Series 18 to which the holders are. D" j% D0 ?4 N& _
entitled thereunder subsequent to the time such voting rights first arose until
# J2 Y3 p$ K0 W$ ?5 V8 P$ f6 x/ r2 }such time as the Bank may again fail to declare the whole dividend on the' h$ D2 O5 x2 F. ]% m6 Y( y0 \
Preferred Shares Series 18 in respect of any quarter, in which event such
, q4 {# P! a1 ovoting rights will become effective again and so on from time to time.5 n4 B3 r! _' w2 @6 E t2 \3 r/ f
Principal Characteristics of the Preferred Shares Series 19
1 @ |, }5 Y5 \: v% F; iDividends: The holders of the Preferred Shares Series 19 will be entitled to receive% z+ u8 r1 q* ^+ R, R* c! ~
floating rate non-cumulative preferential cash dividends, as and when# j9 S( [8 }1 M1 } P
declared by the Board of Directors, subject to the provisions of the Bank Act,: `4 ?9 R' X i3 Q* w" F j; Q* @' m+ t
payable quarterly on the 25th day of February, May, August and November" j& z4 X/ `: K- H9 C O0 M
in each year, in the amount per share determined by multiplying the- _, u6 `. j; @4 O0 L. U6 B
applicable Quarterly Floating Dividend Rate by $25.00.. Y7 H& ^2 x* K* S" F
On the 30th day prior to the commencement of the initial quarterly dividend
+ _+ m% p2 z2 yperiod beginning on February 25, 2014, and on the 30th day prior to the first! R6 R6 u7 C9 t: `. _4 S
day of each subsequent quarterly dividend period (the initial quarterly
" @% _) }! S% ]& K3 ?! q5 n8 fdividend period and each subsequent quarterly dividend period is referred to
. F# V7 ^ R) d' R6 Las a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
- d# l7 ^. k% M4 o7 qQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate. i) S' l# y+ G5 B- _$ j; [! f
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
: P- D5 s8 b+ G* @. U' M4 e j. ?T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days' B' y p! n- M1 G$ J0 a+ t
elapsed in the applicable Quarterly Floating Rate Period divided by 365): [3 [, P% b, M
determined on the 30th day prior to the first day of the applicable Quarterly; S: S- t: R- S/ G5 U
Floating Rate Period.: ^( e6 X; ]- W# J
S-5+ H# z2 E9 h" y9 @2 u T. X
If the Board of Directors does not declare a dividend, or any part thereof, on* Z- G$ T. ]# p. t+ _) c7 g
the Preferred Shares Series 19 on or before the dividend payment date for a
) y! k8 g2 h- Eparticular quarter, then the entitlement of the holders of the Preferred
/ |- | L5 A% _) |9 Q; LShares Series 19 to receive such dividend, or to any part thereof, for such
+ | G' P& y* \. @3 p8 R- fquarter will be forever extinguished.
0 B, v5 [1 ~. U1 gRedemption: Subject to the provisions of the Bank Act and to the prior consent of the' X+ F& Z; S* ]$ P+ Z: D( v4 z
Superintendent and to the provisions described below under the heading% _" a( G' F% t- b" i) d4 t; e u
‘‘Details of the Offering — Certain Provisions of the Preferred Shares* A: R/ k1 Q0 W. @7 X
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,# A) ^( n2 h8 g/ {2 Y% ~ Q
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
: L2 y$ i6 e( y- D2 b! oor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
6 h; ^% W& X5 C) Xoption without the consent of the holder, by the payment of an amount in
3 f% f" A5 P$ P7 P, pcash for each such share so redeemed of (i) $25.00 together with all declared: I8 V9 l% f' k* `5 U0 k
and unpaid dividends to the date fixed for redemption in the case of* p) ~/ |. g, V2 Y6 V
redemptions on February 25, 2019 and on February 25 every five years
( ]9 {# C: j/ Zthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
' r7 y5 Y1 c9 m m- D( i3 H% Kthe date fixed for redemption in the case of redemptions on any other date- q _! H0 N6 c4 E! a1 f! p( B4 M
on or after February 25, 2014.
; ], j& f9 ~- d: \. b! ?( [Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
; s$ h" ?* V) G, l% b+ tShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
" e3 {3 C& p. X% p2 K+ ~ dthe right, at their option, to convert, on February 25, 2019 and on m# Q. I5 a) W8 |! f# l& W
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any5 e$ y ]4 C% L B% P1 j
or all of their Preferred Shares Series 19 into an equal number of Preferred
- w) X( }' {: {- A0 V0 E. DShares Series 18 upon giving to the Bank written notice thereof not earlier$ ^( c: C" u, ` `4 k6 W5 G! { |
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the0 t$ |4 \9 z' }( |: b8 V
15th day preceding, a Series 19 Conversion Date.
7 b1 ?6 Z/ A" V/ u9 {Automatic Conversion If the Bank determines, after having taken into account all shares tendered
& ]5 ~$ R) }2 M) ~. _% }8 v$ o7 QProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares! v: ?: L1 @* X7 u" D5 |7 l _2 x) j
Series 18, as the case may be, that there would be outstanding on such4 p) W2 ]& F, E' Y
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,1 }4 w4 @. E3 e& m! L/ Q6 ^
such remaining number of Preferred Shares Series 19 will automatically be& H7 S/ v3 K2 U f. N
converted on such Series 19 Conversion Date into an equal number of0 V+ l, t8 [+ K
Preferred Shares Series 18. Additionally, if the Bank determines that, after
. V" ?7 K7 W8 ~8 Z( p3 h9 rconversion, there would be outstanding on such Series 19 Conversion Date
* Q' d. w( r* T' [8 [* vless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares( o, Y) O, w4 b1 J9 h
Series 19 will be converted into Preferred Shares Series 18.) i# X. E3 M3 i
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
s. ]9 @0 a6 x. K K4 LSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
' e g. e% B# |; R* Kany meeting of the shareholders of the Bank unless and until the first time at3 r. ~6 S1 v% l1 f# k* F
which the Board of Directors has not declared the whole dividend on the& z+ r7 k8 c. j8 O6 W
Preferred Shares Series 19 in any quarter. In that event, subject as
2 h: F4 Q' I/ ohereinafter provided, the holders of Preferred Shares Series 19 will be
- w0 b1 a0 x* E, n+ Sentitled to receive notice of, and to attend, meetings of shareholders at which
" c% f: v9 K% p' Z y! Pdirectors of the Bank are to be elected and will be entitled to one vote for
4 O. d4 E W$ I: ~3 o# N5 Beach Preferred Share Series 19 held. The voting rights of the holders of the. w; `& X& {! i1 n
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of6 J) i1 T1 T7 l8 B+ E: L
the first dividend on the Preferred Shares Series 19 to which the holders are
/ {* i9 q0 [- F9 u {entitled thereunder subsequent to the time such voting rights first arose until
- W2 e4 {, r2 [6 F: msuch time as the Bank may again fail to declare the whole dividend on the( A4 V/ R( l8 T& i: o$ A
Preferred Shares Series 19 in respect of any quarter, in which event such a m/ f, b3 }( V4 ^# q
voting rights will become effective again and so on from time to time.
, b; N- _" L( d" o; MS-6
9 _' Z. h) e5 w/ M; Q* w" \- e4 LPriority: The preferred shares of each series of the Bank will rank on a parity with
) i2 ]. ?) N! tevery other series and are entitled to preference over the common shares of& q/ v3 h2 b \+ ~0 n# _: l
the Bank and over any other shares of the Bank ranking junior to the
0 d, d8 b" L0 Y; W7 \preferred shares with respect to the payment of dividends and upon any
& ?% i, k0 } L, T" T1 y o- Tdistribution of assets in the event of the liquidation, dissolution or7 L4 x% m$ R! k6 `' X
winding-up of the Bank.+ l1 v7 ]5 Y; }) |
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under& x- Q! n& u* i* n
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
9 N) S6 ~, @' J* f3 w& k* wSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
* p( E1 m- k9 l% l1 A2 F; Ldividends received on such shares under Part IV.1 of such Act. |
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