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发表于 2008-11-29 16:58
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下面是BMO的:; T$ s3 ~& `! X, {8 O( n( Q
SUMMARY OF THE OFFERING9 w# R1 d, P: r, B5 _2 X
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’’.
/ x& Y6 x7 n$ B% i4 [' @Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18. M- O: X& n) `' {1 j; ?
Amount: $150,000,000 (6,000,000 shares).
% ]3 J6 }; V0 S1 sPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
+ @/ F7 d1 e( o! z2 y3 BPrincipal Characteristics of the Preferred Shares Series 18* W1 Q) V3 G0 C4 Q) |# E5 C
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
+ f: G/ }" p* e* X7 ^* b5 h5 Vnon-cumulative preferential cash dividends, as and when declared by the
- x" N+ p* o; {1 |9 aBoard of Directors, subject to the provisions of the Bank Act, for the initial
7 K! b9 g7 ?5 a6 ^0 C" yperiod commencing on the closing date and ending on and including( [% l% [4 g. {, L6 l' ^$ W
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the9 ?0 v. j" v4 |, V: P7 N$ ~
25th day of February, May, August and November in each year, at a rate( b0 d! _! `8 B9 W( I! T
equal to $0.40625 per share. The initial dividend, if declared, will be payable& n1 ?4 W* P5 ^* l
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing# ]9 ~* B$ I0 v* U% S
date of December 11, 2008.
' w, W5 H u5 C! {& b- c9 L2 wFor each five-year period after the Initial Fixed Rate Period (each, a
! Z7 H& ]0 q- {6 d( Y v6 c8 k‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
: {2 y+ N1 m1 P7 }' wSeries 18 will be entitled to receive fixed non-cumulative preferential cash& @+ z9 w, S% `6 b8 R8 V
dividends, as and when declared by the Board of Directors, subject to the1 ^' V% i! F& ] i
provisions of the Bank Act, payable quarterly on the 25th day of February,
4 u0 k9 f+ \3 Q% h2 t' PMay, August and November in each year, in the amount per share per annum* ?* D7 _5 O% {# D
determined by multiplying the Annual Fixed Dividend Rate applicable to
3 D6 K5 x$ T8 vsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend! m; g B6 }9 j$ ?
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
2 X" ^& B( b4 b0 UBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day- X- }5 m4 P; Q. `: t2 N' H
of such Subsequent Fixed Rate Period and will be equal to the sum of the- z. B% S- |( R0 G% F7 g
Government of Canada Yield on the applicable Fixed Rate Calculation Date
; ?* {# Q& |+ A! a" b3 {, Dplus 3.83%.
4 U" l, g' g! H% ^! h% E3 rIf the Board of Directors does not declare a dividend, or any part thereof, on" |6 e Z: K* P8 K) r5 H1 r a/ w
the Preferred Shares Series 18 on or before the dividend payment date for a
4 i( ?2 q. e, c3 Hparticular quarter, then the entitlement of the holders of the Preferred& i+ Q: E! f1 E
Shares Series 18 to receive such dividend, or to any part thereof, for such0 g- N0 j2 s1 S; C
quarter will be forever extinguished.; O U$ d- d) W3 u) _
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
O* S& J0 v( v+ c o. QSuperintendent and to the provisions described below under ‘‘Details of the
2 G. B+ ~0 ~, N6 j* a7 G+ X, X9 ~( ]7 DOffering — Certain Provisions of the Preferred Shares Series 18 as a
' M; b8 C+ e4 MSeries — Restrictions on Dividends and Retirement of Shares’’, on- ?6 Y/ E% b: o0 l( p" i+ Q d
February 25, 2014 and on February 25 every five years thereafter, on not
# Y) D7 ?' S7 hmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any3 s+ q: u7 _3 ?0 ^* Z" C q1 b8 g
part of the then outstanding Preferred Shares Series 18, at the Bank’s option; l4 V+ v2 ~! q: B4 A1 @
without the consent of the holder, by the payment of an amount in cash for
" R, h/ H8 i# y8 P3 A3 w, aeach such share so redeemed of $25.00 together with all declared and unpaid! J1 Z; |! y2 j
dividends to the date fixed for redemption.
, c1 ?3 z: b" f' _ e# pConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
6 `' d5 B9 e' c' w3 J2 v2 O$ GShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
$ _9 o3 n- r5 b) o( w- U, nthe right, at their option, to convert, on February 25, 2014 and on1 h: U( C- f& T. Y X* Y# D Q
S-4
: k1 {0 v( C6 kFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any" H) d3 `" _* ]' F* N( L8 b' z
or all of their Preferred Shares Series 18 into an equal number of Preferred
. G9 |( H1 x/ s$ @: WShares Series 19 upon giving to the Bank notice thereof not earlier than& I7 u5 c- H5 i1 d
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day$ P9 }' w! V1 m5 f6 T- n) x. b
preceding, a Series 18 Conversion Date.
4 s. A) y1 z) i6 c/ N6 c. gAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
9 \/ w4 l: x& [, nProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
8 Z. N8 d% a( N* p% g( l0 dSeries 19, as the case may be, that there would be outstanding on such
, `8 a6 f7 w4 ySeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,3 x$ ]3 ?5 w4 y: A; ^& O
such remaining number of Preferred Shares Series 18 will automatically be
' d2 S% F/ [; @! \7 Uconverted on such Series 18 Conversion Date into an equal number of
: Z; Q4 G0 [4 ]" Z3 y) ?1 hPreferred Shares Series 19. Additionally, if the Bank determines that, after
: R) j' X# b0 ]$ uconversion, there would be outstanding on such Series 18 Conversion Date
7 v/ i5 N. b+ ~3 G6 b9 C# Xless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares0 T# H4 V% {, U& d2 b* e1 @( B! A* o1 \
Series 18 will be converted into Preferred Shares Series 19.
" s, t# m; g$ d2 v) C! yVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
2 l& @; C- J3 sSeries 18 will not be entitled as such to receive notice of, attend, or vote at,, }* g/ l' n! S. D$ ?0 ]
any meeting of the shareholders of the Bank unless and until the first time at0 @ ?- t3 K" V. Q
which the Board of Directors has not declared the whole dividend on the- ?" ~+ S5 p6 }7 U8 Z' m3 J9 [
Preferred Shares Series 18 in any quarter. In that event, subject as% v# K2 X+ _! d" X' l9 N
hereinafter provided, the holders of Preferred Shares Series 18 will be9 h3 a% g9 ~/ E( J
entitled to receive notice of, and to attend, meetings of shareholders at which- c4 [2 ^1 k7 N/ \1 f; X
directors of the Bank are to be elected and will be entitled to one vote for
% k m% s) _- N; B; y4 J' D" Reach Preferred Share Series 18 held. The voting rights of the holders of the! ^* H' H2 p! _
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
' B. \* {- x' R: N' othe first dividend on the Preferred Shares Series 18 to which the holders are2 e. `& Z3 M- h/ |& c% s9 W1 n
entitled thereunder subsequent to the time such voting rights first arose until
/ L, u- n( p2 g6 {such time as the Bank may again fail to declare the whole dividend on the' \) a. g, k: ]% m" }2 n
Preferred Shares Series 18 in respect of any quarter, in which event such
6 G2 ]- ~0 x3 C( v) x$ G( K. W: ?# |( \voting rights will become effective again and so on from time to time./ f1 |: R- i6 J' `9 [
Principal Characteristics of the Preferred Shares Series 199 q+ |" Y* W/ [; _7 Y
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
! r a) s, w' r5 t4 ~4 Zfloating rate non-cumulative preferential cash dividends, as and when7 p/ Z0 I) s; l& E& b' C0 J3 Y, s; q
declared by the Board of Directors, subject to the provisions of the Bank Act,
& n( k: q% [4 c# m9 C9 [. F9 x/ w: ipayable quarterly on the 25th day of February, May, August and November% o3 ~& R3 H( `' C" d, N
in each year, in the amount per share determined by multiplying the
2 n( a( R% n' O* g/ s9 T: qapplicable Quarterly Floating Dividend Rate by $25.00.6 Z N* w9 K4 b- x" l; `: o5 @
On the 30th day prior to the commencement of the initial quarterly dividend
! z8 ^) H# }1 o; x! X5 c7 Vperiod beginning on February 25, 2014, and on the 30th day prior to the first* N2 _6 i6 m" k4 [" k
day of each subsequent quarterly dividend period (the initial quarterly
' i4 H8 J2 Z: e9 U! Rdividend period and each subsequent quarterly dividend period is referred to
' v- [! f9 Z% ^! d" Aas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the8 C4 s1 R% F/ i' g8 N7 u
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
) {0 u( A9 T# H8 V$ NPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
0 }$ L8 f8 B+ `% oT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
0 Y, J( \4 z& H. [. j0 [8 _7 P# Relapsed in the applicable Quarterly Floating Rate Period divided by 365)
( l! {( B* S! odetermined on the 30th day prior to the first day of the applicable Quarterly% A. o9 ~' q, I+ g( b7 [
Floating Rate Period.
! y) e7 a& u+ DS-55 a0 K& s3 S" i# |: U/ D; u" H
If the Board of Directors does not declare a dividend, or any part thereof, on9 x) w- H# p- q$ C$ r
the Preferred Shares Series 19 on or before the dividend payment date for a9 r, v; S- q' L& f
particular quarter, then the entitlement of the holders of the Preferred
' [2 ~4 s4 F5 i6 d, |Shares Series 19 to receive such dividend, or to any part thereof, for such
8 c0 O( D. V$ R8 hquarter will be forever extinguished.) o5 o/ T) H" p) A* [9 W
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the$ R! U; u, Z6 `& Z2 O6 t" w* u
Superintendent and to the provisions described below under the heading. D: A3 u& N$ H" h# y J ^
‘‘Details of the Offering — Certain Provisions of the Preferred Shares# C7 A @4 M7 P% c- \0 W* V4 s
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,# o9 c' F2 O$ Z& P, r
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
& H0 u3 Z( M/ Z# W8 ?or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
8 x9 o, k: ]1 j& o8 n* Eoption without the consent of the holder, by the payment of an amount in
- ~9 Z! _' a6 M' h( K$ Dcash for each such share so redeemed of (i) $25.00 together with all declared$ O( c- Z0 B+ v+ S5 j
and unpaid dividends to the date fixed for redemption in the case of m6 f* ^4 G, U" y+ w A
redemptions on February 25, 2019 and on February 25 every five years9 I+ W" R8 D" |7 s( p7 Q" x
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
4 r7 B6 Y8 u' H8 x6 f) X3 V2 Pthe date fixed for redemption in the case of redemptions on any other date, P3 h$ c0 g8 W. ]1 ~
on or after February 25, 2014.
9 Q i! q( Q* e+ e% TConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic4 \3 P9 [1 Z$ F4 s9 s( S# r
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have# ]3 d! `: I2 U0 a. ~. G
the right, at their option, to convert, on February 25, 2019 and on, c+ [( I) W7 O
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any ]# c$ m- J+ I
or all of their Preferred Shares Series 19 into an equal number of Preferred2 m0 q; e$ ~4 Z e$ Z) [
Shares Series 18 upon giving to the Bank written notice thereof not earlier
' S- r' X6 F% Y) K4 L p. D4 uthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
6 U5 ]& U: z8 y3 Y15th day preceding, a Series 19 Conversion Date. T/ S% d& m3 e
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
3 N- ^' m3 I/ c% [- a/ \% C4 tProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
* g( O* b& Q9 c6 G; s# wSeries 18, as the case may be, that there would be outstanding on such
' }% K# k Q1 {! K# ESeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
6 y4 E" w: O* T- y1 psuch remaining number of Preferred Shares Series 19 will automatically be
* s- m0 u6 x" ^% u3 l0 [converted on such Series 19 Conversion Date into an equal number of
) w: @ J" ? N$ ?" }8 z' }0 DPreferred Shares Series 18. Additionally, if the Bank determines that, after
" F: H$ ?" G/ I: Jconversion, there would be outstanding on such Series 19 Conversion Date
) }, F" d4 w% [7 U# @less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares: R) e4 W) X# t/ J2 c* R
Series 19 will be converted into Preferred Shares Series 18.. k, Z7 o: @% W6 c# d' r
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
L+ p& Z' W# I0 g: y2 g) J. gSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
1 o: _ k$ N* \! C+ ]" oany meeting of the shareholders of the Bank unless and until the first time at/ E. k3 ?8 E* b# h) N0 S8 G" }/ n/ D$ P
which the Board of Directors has not declared the whole dividend on the4 |( c& N) ?3 e- ]0 e+ b0 S
Preferred Shares Series 19 in any quarter. In that event, subject as
$ e7 d, b; h6 F0 T8 Lhereinafter provided, the holders of Preferred Shares Series 19 will be
% L+ |8 b. l0 _5 D( H% w; Qentitled to receive notice of, and to attend, meetings of shareholders at which
3 O( U/ e0 A$ h6 xdirectors of the Bank are to be elected and will be entitled to one vote for) y2 _4 Q5 ]! U. j' A' f" e. Z, d
each Preferred Share Series 19 held. The voting rights of the holders of the
c, t0 j N) {2 n) ]7 y& DPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
) i" t6 y0 y0 f1 Y* _$ c7 bthe first dividend on the Preferred Shares Series 19 to which the holders are6 }' d% l' f @- R! d# D. q1 k* ]
entitled thereunder subsequent to the time such voting rights first arose until; t& H# g6 |+ U& |) a# p0 F' [
such time as the Bank may again fail to declare the whole dividend on the
; a1 m, V$ x) k2 l; HPreferred Shares Series 19 in respect of any quarter, in which event such
8 L# S& l+ p% ]! ]7 ~+ svoting rights will become effective again and so on from time to time.
& s0 {! T8 T! E9 _# sS-64 R/ e9 _# {4 z, o
Priority: The preferred shares of each series of the Bank will rank on a parity with3 U G. R% S5 t- Y, e& w- ? D
every other series and are entitled to preference over the common shares of
{1 U8 f, _, Bthe Bank and over any other shares of the Bank ranking junior to the" d4 `5 L5 }; W7 ]: J8 M+ L
preferred shares with respect to the payment of dividends and upon any
2 `* J! N# k0 h- z/ G5 Ldistribution of assets in the event of the liquidation, dissolution or
' U3 } O; Y2 `winding-up of the Bank.
' g7 ~! R$ n$ F2 x8 ]Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
; z$ I8 K: {5 _: |" O" c5 CDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares% L1 Y, J; H( A3 |% D
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
+ v$ h, p' [$ n& t; R$ Q4 ddividends received on such shares under Part IV.1 of such Act. |
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