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发表于 2008-11-29 16:58
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下面是BMO的:6 v; [8 n* a) d. q/ Z! n
SUMMARY OF THE OFFERING, L% B7 I% D2 Y# h% h% c7 W0 }. t
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’’.' a$ m: o5 N1 K. H
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
" V$ D! _8 G6 ]7 sAmount: $150,000,000 (6,000,000 shares).
- d8 z9 w+ U( Q/ s/ OPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
$ e4 q; k4 o5 u$ fPrincipal Characteristics of the Preferred Shares Series 188 z, L3 h2 F7 u7 [( L1 B$ f
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
: {/ }( I9 e2 I0 o6 unon-cumulative preferential cash dividends, as and when declared by the
# N1 l+ p3 o- x s2 HBoard of Directors, subject to the provisions of the Bank Act, for the initial
% ]2 z; {5 W4 P: Operiod commencing on the closing date and ending on and including
- p8 i4 ]" B/ I9 [7 Q, K3 G CFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the( ~6 H$ \0 m# t/ M( Y
25th day of February, May, August and November in each year, at a rate
. k' c& y1 G+ ^( i# I1 _equal to $0.40625 per share. The initial dividend, if declared, will be payable: l( n) b# H; k. S
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing6 [9 W6 D8 x. \2 q$ v
date of December 11, 2008.3 Q4 N1 V& @+ ~' d- M M
For each five-year period after the Initial Fixed Rate Period (each, a0 t" L1 u$ T2 [8 B
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
2 Z1 D1 e8 O9 ySeries 18 will be entitled to receive fixed non-cumulative preferential cash
3 l: B: {- J6 }# u9 P' J+ Ydividends, as and when declared by the Board of Directors, subject to the
5 b+ H, x: u$ k! [1 rprovisions of the Bank Act, payable quarterly on the 25th day of February,# U: U+ i" l8 D, ?) A0 D3 l
May, August and November in each year, in the amount per share per annum
, T' {# R# N( n# [( Gdetermined by multiplying the Annual Fixed Dividend Rate applicable to
o, k8 ?* X7 P: Qsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend8 N' f' x4 y- K) t* {
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the2 D4 R; u$ m. N: ]% Y' Z
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day& A7 V0 x" o0 B
of such Subsequent Fixed Rate Period and will be equal to the sum of the
' X. d& _1 ]7 I: T gGovernment of Canada Yield on the applicable Fixed Rate Calculation Date4 q% g) D& x f* d2 W5 `. F
plus 3.83%.
& y# K% W1 y7 p+ U( T- `% i) EIf the Board of Directors does not declare a dividend, or any part thereof, on& h% W; A0 S- }5 a1 U9 ]
the Preferred Shares Series 18 on or before the dividend payment date for a
8 z1 s7 `1 k8 K: K' @0 tparticular quarter, then the entitlement of the holders of the Preferred
: r) l. Y$ M T! G% [; Q, rShares Series 18 to receive such dividend, or to any part thereof, for such( u& [) G- }; c& H8 c
quarter will be forever extinguished.4 X6 o" |) Q' ^6 K6 x
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the0 J! {$ {# l D- r
Superintendent and to the provisions described below under ‘‘Details of the8 ~4 c" |0 P7 l; W7 G
Offering — Certain Provisions of the Preferred Shares Series 18 as a/ P; _: i& p/ H& ]! P) i
Series — Restrictions on Dividends and Retirement of Shares’’, on
$ e. { k1 {/ V& t6 w( JFebruary 25, 2014 and on February 25 every five years thereafter, on not5 e! H' k9 d3 a2 q2 x( P: ~4 y
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
$ r, t) q: }. R9 z5 |/ wpart of the then outstanding Preferred Shares Series 18, at the Bank’s option& Y( r" H4 X# t
without the consent of the holder, by the payment of an amount in cash for3 ]) t- p( Y9 p" ? x& K' ?
each such share so redeemed of $25.00 together with all declared and unpaid2 [$ a' `6 [' C- M+ r
dividends to the date fixed for redemption.
9 B9 o9 I7 `8 O0 M3 fConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic+ I. A/ o* R$ i- z! k( [8 x
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
" X7 f' U* F: v1 n9 [& q4 Mthe right, at their option, to convert, on February 25, 2014 and on0 }& N6 M- w/ O2 Q8 ]2 t' u6 M
S-4
9 m- K5 a! f& y& |February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any/ Z, n1 @% T1 b" P
or all of their Preferred Shares Series 18 into an equal number of Preferred# B8 J/ P$ ~3 L5 b1 W& {# l' @
Shares Series 19 upon giving to the Bank notice thereof not earlier than$ p" {% s5 K ]; @
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day9 W7 f2 } { v' J V; V2 A
preceding, a Series 18 Conversion Date.* O9 A2 r( }( _: C
Automatic Conversion If the Bank determines, after having taken into account all shares tendered: `0 g5 U3 ^" R4 K
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
5 t& C( w) p% p6 w+ l2 Q1 J1 LSeries 19, as the case may be, that there would be outstanding on such
& d& J+ G2 l8 S/ \3 E0 l( PSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
+ s: k& z7 S* M6 v! }7 t5 G! isuch remaining number of Preferred Shares Series 18 will automatically be+ M& L3 I* ?" g; c1 t' K! |& u
converted on such Series 18 Conversion Date into an equal number of
, Y4 u+ _2 `$ }& [2 }* f" _7 qPreferred Shares Series 19. Additionally, if the Bank determines that, after
7 n: B k, G( q# j. Oconversion, there would be outstanding on such Series 18 Conversion Date
) M6 U. N$ o2 I( ^less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares9 D/ Q4 H' @: w2 Y
Series 18 will be converted into Preferred Shares Series 19.
& X3 g n; w) g: H" D. ]- y8 HVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
% ~8 F* v" V; y$ o1 OSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
+ u. K& c$ C" }any meeting of the shareholders of the Bank unless and until the first time at
% u4 S K5 G6 @# H9 ?3 M+ s# iwhich the Board of Directors has not declared the whole dividend on the: {( |7 e6 x, a" ~1 E2 w: z
Preferred Shares Series 18 in any quarter. In that event, subject as
w0 j4 P; t. i+ ohereinafter provided, the holders of Preferred Shares Series 18 will be
. x. H+ b) ?. @: Dentitled to receive notice of, and to attend, meetings of shareholders at which, f9 O+ R9 ^) Y% _+ s1 G3 n
directors of the Bank are to be elected and will be entitled to one vote for6 P* q) w: M. F- Y2 W% k6 P
each Preferred Share Series 18 held. The voting rights of the holders of the
* `* E9 _2 b( ~6 s4 s6 f) i/ ^Preferred Shares Series 18 will forthwith cease upon payment by the Bank of0 e9 R4 A8 q# T9 Y" W& R
the first dividend on the Preferred Shares Series 18 to which the holders are
^5 F" `6 b7 Y' v% @( oentitled thereunder subsequent to the time such voting rights first arose until
7 Z. r6 i' S, r( a0 t$ K3 _6 bsuch time as the Bank may again fail to declare the whole dividend on the
`6 G" B( B% t2 lPreferred Shares Series 18 in respect of any quarter, in which event such
" W# u% K0 T5 F6 jvoting rights will become effective again and so on from time to time.+ {+ W8 E( T3 r, T8 e! E
Principal Characteristics of the Preferred Shares Series 19
+ s0 V' X# d$ P! D7 _# s( GDividends: The holders of the Preferred Shares Series 19 will be entitled to receive0 u) ]( j" b4 {
floating rate non-cumulative preferential cash dividends, as and when
/ g' d0 h* r. L& a& E e0 ]declared by the Board of Directors, subject to the provisions of the Bank Act,& A/ e; v8 |/ ]; s) I
payable quarterly on the 25th day of February, May, August and November' R, x* k+ _0 w% b t8 t! P
in each year, in the amount per share determined by multiplying the
8 Z4 Q4 t+ p5 A) s' B. @applicable Quarterly Floating Dividend Rate by $25.00.
0 H$ N' J2 ~& ]. o" xOn the 30th day prior to the commencement of the initial quarterly dividend* \ y4 |* N+ Z3 y' n9 H
period beginning on February 25, 2014, and on the 30th day prior to the first6 h2 V& O- S3 Q% Q% a$ B; W
day of each subsequent quarterly dividend period (the initial quarterly
5 Y8 D" ~( q( @1 h, M# d4 edividend period and each subsequent quarterly dividend period is referred to8 x2 K. I* I* f3 J/ b
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
; w/ w) k( Q$ G" R% YQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
) g- x8 W. x* M# b9 ~+ dPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the% \9 ]0 J9 A6 c* `
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days1 f8 R$ V+ C3 Z2 S3 Y: F6 T
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
z" k- t) H1 ]* ldetermined on the 30th day prior to the first day of the applicable Quarterly: n, c7 G' e7 F
Floating Rate Period.
: ?4 s9 Z+ v+ J B$ DS-5 i' H1 G; l$ o/ I
If the Board of Directors does not declare a dividend, or any part thereof, on; h8 ~8 r3 ]) E3 I
the Preferred Shares Series 19 on or before the dividend payment date for a# E [, u9 t% z5 E1 Z
particular quarter, then the entitlement of the holders of the Preferred: x7 ~) }1 H$ c. ?! d
Shares Series 19 to receive such dividend, or to any part thereof, for such X: G$ h' C3 a& a6 Q
quarter will be forever extinguished.
5 u/ g) a& j) N5 M' VRedemption: Subject to the provisions of the Bank Act and to the prior consent of the9 {) d Q& Q# U' B1 A: Q5 L& ?2 l
Superintendent and to the provisions described below under the heading) b d6 Y: V o L; p
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
- |4 r& l, C+ L$ b# kSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,0 u2 u1 ~' A- R. e4 V
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
: e6 V2 q' ~$ S6 b. K; Q4 B: xor any part of the then outstanding Preferred Shares Series 19, at the Bank’s/ `4 n$ G. B$ D" W
option without the consent of the holder, by the payment of an amount in
" [. U4 h- `+ J: icash for each such share so redeemed of (i) $25.00 together with all declared
3 m# j/ S j5 z% t5 cand unpaid dividends to the date fixed for redemption in the case of4 }) ?1 j4 g6 j! B
redemptions on February 25, 2019 and on February 25 every five years
. w3 X' t. ^8 N4 hthereafter, or (ii) $25.50 together with all declared and unpaid dividends to @0 x6 j N7 c4 N2 U0 q
the date fixed for redemption in the case of redemptions on any other date
. {5 ^" ~' k6 t7 l' Fon or after February 25, 2014.
- f9 M7 s7 P6 _$ a. [Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic& S/ f9 P: p$ ]0 x
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
# n/ H' U! b# A1 M& G- Rthe right, at their option, to convert, on February 25, 2019 and on* K U" i0 n6 W- K: P: L8 \
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any* m; w; l) B) Z
or all of their Preferred Shares Series 19 into an equal number of Preferred
+ n: H& ]6 o7 y) \" ?Shares Series 18 upon giving to the Bank written notice thereof not earlier
9 [7 {6 g% z6 k' o7 ?! l# N$ [. W- n9 cthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
( y. v' c1 m* X9 I% |- V, T; P7 D15th day preceding, a Series 19 Conversion Date.
h+ j) A# }% Q/ ]9 u5 h6 hAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
9 D! ]; y% d- ~2 H! Z9 K a9 WProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
* C1 y& G5 h0 b: a* Y# k; cSeries 18, as the case may be, that there would be outstanding on such4 y( ~8 L2 o* b; Y$ E
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
% g/ s" z& U# Q( ]such remaining number of Preferred Shares Series 19 will automatically be* L. V8 A6 E) G+ K
converted on such Series 19 Conversion Date into an equal number of
& ?2 T5 a" Y6 o! K' P) g: KPreferred Shares Series 18. Additionally, if the Bank determines that, after
8 [7 Z, A6 ^( S8 @% jconversion, there would be outstanding on such Series 19 Conversion Date! Y! V, y1 o) s( {
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
5 G; _. k S$ g- GSeries 19 will be converted into Preferred Shares Series 18.3 } p& J# R; s& l8 {% S
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares) [# z6 y) a+ e1 o! s! @
Series 19 will not be entitled as such to receive notice of, attend, or vote at,+ d l' h+ l9 k$ N
any meeting of the shareholders of the Bank unless and until the first time at. h8 r! i; W* o! f. {: u
which the Board of Directors has not declared the whole dividend on the3 v& v7 V" B6 U# T/ R. a% t
Preferred Shares Series 19 in any quarter. In that event, subject as7 P+ o( A1 a0 |" E
hereinafter provided, the holders of Preferred Shares Series 19 will be
/ L. G8 q% p% `0 t; X% j+ ` l4 Aentitled to receive notice of, and to attend, meetings of shareholders at which0 I- P$ x& X R, L5 u! b
directors of the Bank are to be elected and will be entitled to one vote for; @$ I2 X% E7 {3 k. c# A. }
each Preferred Share Series 19 held. The voting rights of the holders of the
* i% D# s1 K o" C6 tPreferred Shares Series 19 will forthwith cease upon payment by the Bank of- d1 e6 X$ S- t; M8 |% {/ Q/ {) l
the first dividend on the Preferred Shares Series 19 to which the holders are4 J% O9 @/ m* m9 D0 K$ l H+ l, ?
entitled thereunder subsequent to the time such voting rights first arose until2 s8 D9 W1 @. n; o3 q& w
such time as the Bank may again fail to declare the whole dividend on the5 ?% \5 m/ c1 W) Z
Preferred Shares Series 19 in respect of any quarter, in which event such/ w5 O& l3 `$ E4 T4 V% X
voting rights will become effective again and so on from time to time.
. e7 i# G0 g9 FS-6' A6 F2 A5 v% M. T2 Z$ ^. p; B5 B
Priority: The preferred shares of each series of the Bank will rank on a parity with6 z* g/ }+ M9 Y' I! O
every other series and are entitled to preference over the common shares of
: s' l+ @# Q1 X: ~the Bank and over any other shares of the Bank ranking junior to the
3 i/ J. W+ l) e9 E) Jpreferred shares with respect to the payment of dividends and upon any0 `5 }" _) D! H0 C' {$ A# v
distribution of assets in the event of the liquidation, dissolution or7 }- O* J. L* K5 s; f3 ^
winding-up of the Bank.
. a' z; |9 q8 }4 _) Y/ ]0 TTax on Preferred Share The Bank will elect, in the manner and within the time provided under( F/ l4 d s6 j/ \
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
$ C6 d* r6 e8 W, xSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
# M8 E. _% ]3 k% ~* {1 ^dividends received on such shares under Part IV.1 of such Act. |
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