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发表于 2008-11-29 16:58
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下面是BMO的:0 T# U# D' y1 b6 X0 a, \
SUMMARY OF THE OFFERING0 Z0 R; u) D% w7 `" d! 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’’.) `# v' L. g$ N; k! E1 d ?+ V
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18. `2 P i/ s4 Z* s+ n, s3 M1 X
Amount: $150,000,000 (6,000,000 shares).
- C! F b" B7 @3 Y1 E9 RPrice and Yield: $25.00 per share to yield initially 6.50% per annum.4 O- a3 ?9 J* \" q( f
Principal Characteristics of the Preferred Shares Series 18( |0 ~7 S9 @6 w! \ ^* F
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed; i/ @& X* r; F* {* d9 z: a6 c9 P
non-cumulative preferential cash dividends, as and when declared by the
; A: n2 C: X' k$ K5 e8 ]Board of Directors, subject to the provisions of the Bank Act, for the initial/ N1 r" a! w3 i
period commencing on the closing date and ending on and including m5 V& Y& L0 c$ @) }& b
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
3 \; u1 X0 [8 n$ r: B5 i; Q5 G25th day of February, May, August and November in each year, at a rate
" L7 L5 ?; e5 X! j2 dequal to $0.40625 per share. The initial dividend, if declared, will be payable. R1 o3 V, Y" N
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing1 [$ [4 o7 O- F+ E7 ?( Q" o" X
date of December 11, 2008.
1 c1 k% A/ q* S, H8 @For each five-year period after the Initial Fixed Rate Period (each, a2 T: ~0 Y. Z; a! N! l. a
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
/ |3 M0 z3 m0 p: wSeries 18 will be entitled to receive fixed non-cumulative preferential cash8 i, j1 x; r2 a% R
dividends, as and when declared by the Board of Directors, subject to the
3 ~/ B2 [3 `9 \provisions of the Bank Act, payable quarterly on the 25th day of February,; f, A9 |$ B) B8 O3 F p
May, August and November in each year, in the amount per share per annum. \% ]" e# h# u5 X& ^1 \
determined by multiplying the Annual Fixed Dividend Rate applicable to' t: F% M8 `7 i& [6 T) t
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend3 ^$ s! Z W# _7 L' ^. P
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
+ n/ K( j+ t& K/ CBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day- Q% I( p% Z4 d" `0 H; Q
of such Subsequent Fixed Rate Period and will be equal to the sum of the0 j2 J& X- m e& L! e& G
Government of Canada Yield on the applicable Fixed Rate Calculation Date
0 z' D5 Q* A$ dplus 3.83%.' w4 ?7 o4 Z+ z" d, M
If the Board of Directors does not declare a dividend, or any part thereof, on3 f0 e% k" E6 q/ U. y0 a X- ?
the Preferred Shares Series 18 on or before the dividend payment date for a0 q1 {( r/ J2 g% e/ p
particular quarter, then the entitlement of the holders of the Preferred! P, K+ z4 w, ]. _! N8 N
Shares Series 18 to receive such dividend, or to any part thereof, for such
G$ n1 f9 |6 a- hquarter will be forever extinguished.7 Y f+ M7 S' g+ A8 i
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the# Y$ u. a$ O! M6 c1 r2 M9 o/ K, m
Superintendent and to the provisions described below under ‘‘Details of the7 C8 X; K, V( C- w( ^% V N
Offering — Certain Provisions of the Preferred Shares Series 18 as a
! K: }, ?5 I5 W5 Y pSeries — Restrictions on Dividends and Retirement of Shares’’, on3 u( a+ ^* k M3 W
February 25, 2014 and on February 25 every five years thereafter, on not
3 F. x/ b( w1 Rmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
' f! R2 H* o. P, m* f. g3 x1 `" E0 wpart of the then outstanding Preferred Shares Series 18, at the Bank’s option: V/ I* T/ V* e) n7 Z# g/ }8 x" n
without the consent of the holder, by the payment of an amount in cash for
' }# |. [. }" k# V. g! }% Zeach such share so redeemed of $25.00 together with all declared and unpaid+ E% {% l1 A h& i- O
dividends to the date fixed for redemption.
+ y$ `& l5 d& g" x K1 w: P: {) KConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic2 X l" Z: J2 y
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have) J7 e2 a/ ^4 q+ [' V" G' ^( h4 B# ?
the right, at their option, to convert, on February 25, 2014 and on) z' J- B! f# Z6 X0 r) K! W" s
S-4
, `! o5 c; t) y% Z9 \ YFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any4 H/ m( ?- C$ \
or all of their Preferred Shares Series 18 into an equal number of Preferred- Q0 c3 |4 I5 C& H
Shares Series 19 upon giving to the Bank notice thereof not earlier than7 Z5 O% R7 i7 h: F
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day6 b2 F2 t0 I* n, V/ N U, F
preceding, a Series 18 Conversion Date.! ] [1 z" q; @8 [
Automatic Conversion If the Bank determines, after having taken into account all shares tendered; v* |# G: g9 K O7 L( Y5 L
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares: \! b/ q- i5 Y1 n: u1 q* d
Series 19, as the case may be, that there would be outstanding on such2 Q- Z7 R6 @" n7 K% y3 T3 t
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
2 ?: n5 b5 s. \6 ssuch remaining number of Preferred Shares Series 18 will automatically be
: C; i4 X: l3 K) p2 X9 [converted on such Series 18 Conversion Date into an equal number of+ z: {8 S* w( g) a& b
Preferred Shares Series 19. Additionally, if the Bank determines that, after
/ S; b9 b" _& Z: [8 z' m3 [+ Vconversion, there would be outstanding on such Series 18 Conversion Date* Q- U: J+ f8 n* d& l
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
, w# ~; t Q- T; ]/ y! x$ ]Series 18 will be converted into Preferred Shares Series 19.$ P/ E. g) |2 O: j7 }5 t; J
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
% O6 T/ t4 w- Y1 z( ySeries 18 will not be entitled as such to receive notice of, attend, or vote at,. Y% C! \3 W) c! b
any meeting of the shareholders of the Bank unless and until the first time at# d. n6 ~: T- e
which the Board of Directors has not declared the whole dividend on the; N! ~) D, M: a) J9 x0 ]
Preferred Shares Series 18 in any quarter. In that event, subject as' G" O" }& Z+ p0 F
hereinafter provided, the holders of Preferred Shares Series 18 will be
1 b; E: E9 t7 [) E; X& Uentitled to receive notice of, and to attend, meetings of shareholders at which
1 Z9 A" c/ V5 ~ ]; \" d9 pdirectors of the Bank are to be elected and will be entitled to one vote for
" @9 x+ L' k d0 d6 Neach Preferred Share Series 18 held. The voting rights of the holders of the
' \! ^/ b9 w0 x% D2 a# @Preferred Shares Series 18 will forthwith cease upon payment by the Bank of5 ^3 h; Z3 H. }1 ?3 T
the first dividend on the Preferred Shares Series 18 to which the holders are
$ ^% U A$ V: R# i) z$ o7 R" jentitled thereunder subsequent to the time such voting rights first arose until$ Z8 C, j0 @# _
such time as the Bank may again fail to declare the whole dividend on the
% g8 O& S4 i0 @' E% q% ~% `% jPreferred Shares Series 18 in respect of any quarter, in which event such$ Q" x# h! J+ n. c6 z- {
voting rights will become effective again and so on from time to time.
6 R7 n3 @0 [1 iPrincipal Characteristics of the Preferred Shares Series 19
# m, T# M. A: SDividends: The holders of the Preferred Shares Series 19 will be entitled to receive& \: }, G* h2 Y# E( o% s
floating rate non-cumulative preferential cash dividends, as and when( V) J2 K4 k J3 [
declared by the Board of Directors, subject to the provisions of the Bank Act,
# e7 }: G" |& c) I* L" zpayable quarterly on the 25th day of February, May, August and November+ r+ z+ L/ H' B, ?2 [) w ]
in each year, in the amount per share determined by multiplying the
8 l; P& l" M$ Mapplicable Quarterly Floating Dividend Rate by $25.00.
) m9 c( `3 m1 L" ?/ fOn the 30th day prior to the commencement of the initial quarterly dividend& A1 X" e4 B L8 F# U5 Z" m
period beginning on February 25, 2014, and on the 30th day prior to the first' m( d! M* _) U$ I# h" j m
day of each subsequent quarterly dividend period (the initial quarterly7 k7 S# _/ R' }+ h9 O5 m! M+ @! b
dividend period and each subsequent quarterly dividend period is referred to- z1 l$ _6 _2 X+ ?, T" J, ]
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
2 Q. T' ?+ b* P1 d! wQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate/ M9 h% U! V, \/ E6 Y- _
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
0 O+ O$ g5 n' F `$ h5 ET-Bill Rate plus 3.83% (calculated on the basis of the actual number of days Q" n i. t6 j# A/ f
elapsed in the applicable Quarterly Floating Rate Period divided by 365)/ H8 f0 q5 [5 A9 m& ~$ r( o ?
determined on the 30th day prior to the first day of the applicable Quarterly- \) O, P: ?. J/ R5 F- H( \6 B
Floating Rate Period.
& `# E+ {% `) ?2 `S-59 g5 O8 |! z3 E5 R
If the Board of Directors does not declare a dividend, or any part thereof, on9 { V- M& R0 S- ]+ C
the Preferred Shares Series 19 on or before the dividend payment date for a
1 h) |5 M, a1 o; k( Q) g- N3 rparticular quarter, then the entitlement of the holders of the Preferred
6 Z2 M4 k k3 T! L2 f1 W* ^Shares Series 19 to receive such dividend, or to any part thereof, for such
% o6 T4 c y. M0 e5 fquarter will be forever extinguished.
# p1 ~( ?" y6 }5 j5 CRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 S# j* p& E: Z8 m# m: f/ L2 A, vSuperintendent and to the provisions described below under the heading
2 B! Y2 n" R w: @/ D$ P' N+ X) @‘‘Details of the Offering — Certain Provisions of the Preferred Shares- k4 U/ B5 ~* i3 J- b
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,. f9 D' w! e; Q
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
% {4 X1 f6 g% cor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
3 Q' n& I2 h7 `' zoption without the consent of the holder, by the payment of an amount in8 D$ N7 R+ y$ G, ^
cash for each such share so redeemed of (i) $25.00 together with all declared
6 X6 K1 \# o/ j# e( |and unpaid dividends to the date fixed for redemption in the case of# N n! ^- M( y1 ^% n2 q% a$ H' p
redemptions on February 25, 2019 and on February 25 every five years9 m+ J/ [0 x% |0 x$ A; l
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
. L( T, M6 V9 j" E6 f u" Nthe date fixed for redemption in the case of redemptions on any other date
1 s, o' a9 e) ]on or after February 25, 2014.
% _1 w& H( q9 c0 E/ `+ H0 f; yConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic* b: X! q9 |; |5 \& K& `
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
6 x0 ^6 R9 ?" A- f. s ythe right, at their option, to convert, on February 25, 2019 and on. c& I( c2 `, @
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
1 f' d) {: M1 ^+ \0 k* K% G9 ~or all of their Preferred Shares Series 19 into an equal number of Preferred4 \$ u0 z/ e" r; G
Shares Series 18 upon giving to the Bank written notice thereof not earlier) y p: [7 d. l6 E. z9 x
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
* g5 `+ m& R- o A. X u15th day preceding, a Series 19 Conversion Date.6 L3 K6 R# t7 |8 ]7 A) l
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
& |$ M4 z" J! V2 B% QProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares$ O9 O' \- z( L* E9 \0 }! S/ P4 y
Series 18, as the case may be, that there would be outstanding on such
4 k7 a- _1 h4 tSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,, m6 g# i. }6 C2 f
such remaining number of Preferred Shares Series 19 will automatically be
) D. l; B) V, S# Y1 s( c7 {converted on such Series 19 Conversion Date into an equal number of
# ?0 m, n: [8 E5 hPreferred Shares Series 18. Additionally, if the Bank determines that, after3 g; w" C2 f8 R6 W' i& G- @6 Q
conversion, there would be outstanding on such Series 19 Conversion Date% G% E5 A' V b" e9 r
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares" L7 |! s/ q" I$ ~/ c
Series 19 will be converted into Preferred Shares Series 18.6 @/ E" x) p' `% v# T
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
$ \5 H) K8 C! _1 T7 BSeries 19 will not be entitled as such to receive notice of, attend, or vote at, H, K, K/ i( A) T( q
any meeting of the shareholders of the Bank unless and until the first time at
8 }- n7 z8 }% Rwhich the Board of Directors has not declared the whole dividend on the
$ c) N! j B7 ?! zPreferred Shares Series 19 in any quarter. In that event, subject as
$ j& i- |, x' c" l( M- D$ i3 Ehereinafter provided, the holders of Preferred Shares Series 19 will be% Q- P; ~9 W" c9 G
entitled to receive notice of, and to attend, meetings of shareholders at which6 k9 _3 h7 r, |1 n# S$ f+ J5 d
directors of the Bank are to be elected and will be entitled to one vote for+ q9 h0 }& a# e! \/ h+ y# {
each Preferred Share Series 19 held. The voting rights of the holders of the Z0 \( W8 z" E( Y
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
6 r0 `' I. ~7 z: X' G" T/ Ethe first dividend on the Preferred Shares Series 19 to which the holders are
' n* V% `" [, `( oentitled thereunder subsequent to the time such voting rights first arose until0 h$ o* {, m: M; ]: P
such time as the Bank may again fail to declare the whole dividend on the S: a0 q3 |9 N( a0 i
Preferred Shares Series 19 in respect of any quarter, in which event such& b' j7 ?$ }4 z N2 u
voting rights will become effective again and so on from time to time.
! ]" Q+ W& O+ y7 Y4 bS-68 h8 g6 H$ q3 J
Priority: The preferred shares of each series of the Bank will rank on a parity with
. L# F7 C3 Y, D) R8 h; xevery other series and are entitled to preference over the common shares of, O# ?# o6 J1 {( D
the Bank and over any other shares of the Bank ranking junior to the
1 U. A( z/ `, D, x7 u# a% fpreferred shares with respect to the payment of dividends and upon any" ]) e9 b$ t' [- o
distribution of assets in the event of the liquidation, dissolution or' @* U2 F6 \+ j$ x8 z( I! s
winding-up of the Bank.9 X8 ?3 w8 s. f' c3 T: I N
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under# X* z: T- W$ @( M/ C) W
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
- B$ d0 i, |; |* b* b# hSeries 18 and Preferred Shares Series 19 will not be required to pay tax on- b$ y. T) D$ H6 Y" x: W* H1 |" y, ^
dividends received on such shares under Part IV.1 of such Act. |
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