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发表于 2008-11-29 16:58
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下面是BMO的:
: V! ?+ _% ?6 h/ S3 |' ?' ySUMMARY OF THE OFFERING, y7 D+ E* p! a% h
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’’.
8 X M8 v; B& {Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
4 y* o8 v$ [! _5 B. rAmount: $150,000,000 (6,000,000 shares).# A3 R. b( F- P+ H, O; V
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
6 Z [. x/ B8 Y a e+ k: T7 kPrincipal Characteristics of the Preferred Shares Series 18
# l& t. C1 c& BDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed3 }. |( }8 [ T* n& Q
non-cumulative preferential cash dividends, as and when declared by the3 @* k7 S$ Z L; s) \
Board of Directors, subject to the provisions of the Bank Act, for the initial. _+ }0 ?# d6 T. B7 i! E$ l
period commencing on the closing date and ending on and including
6 v4 I5 x6 _: V( C/ u& w) p6 gFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the9 U5 E3 V6 c; k: Q
25th day of February, May, August and November in each year, at a rate, E) P; X# ~* [- Z
equal to $0.40625 per share. The initial dividend, if declared, will be payable& ]0 X$ ]3 `9 S; R* I
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing' i( a8 N% A) c+ G4 D6 o
date of December 11, 2008. n+ C5 b& b( r
For each five-year period after the Initial Fixed Rate Period (each, a( c# {6 G8 D6 g4 b* t+ q
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
2 {3 w' F O1 lSeries 18 will be entitled to receive fixed non-cumulative preferential cash
* n3 ^8 \* F8 Bdividends, as and when declared by the Board of Directors, subject to the
, u3 _3 V' o/ R9 W$ Xprovisions of the Bank Act, payable quarterly on the 25th day of February,
+ j, ^2 U/ W1 xMay, August and November in each year, in the amount per share per annum
! K9 l1 {6 y: ?0 r @, o% Mdetermined by multiplying the Annual Fixed Dividend Rate applicable to* z# P( _0 C: l5 c: ~
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend h+ n8 y% G8 w- a+ h
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
( ~" t3 h N0 O8 K. }8 r- HBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day+ E/ @7 }6 ?/ o, y2 Y7 b
of such Subsequent Fixed Rate Period and will be equal to the sum of the
2 T0 U8 a% k, e3 u8 Z' Z0 yGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
) ^9 k8 X( |; o% T6 i$ |/ Qplus 3.83%.
3 Z% [2 @2 f, ]- kIf the Board of Directors does not declare a dividend, or any part thereof, on% |2 U, A l5 V
the Preferred Shares Series 18 on or before the dividend payment date for a
, ^9 m& ~3 m; u' Sparticular quarter, then the entitlement of the holders of the Preferred
( c! v r2 K' Q4 d& h7 [, }: LShares Series 18 to receive such dividend, or to any part thereof, for such
: J9 A) H+ Q. T; w1 @quarter will be forever extinguished.
7 T8 ], `, u9 h$ Z7 }5 G6 |0 BRedemption: Subject to the provisions of the Bank Act and to the prior consent of the& p' C3 D+ S2 D5 R/ A) Z9 r
Superintendent and to the provisions described below under ‘‘Details of the: B5 V: p6 o) J3 N
Offering — Certain Provisions of the Preferred Shares Series 18 as a: D* k# k9 L7 Z7 B; V
Series — Restrictions on Dividends and Retirement of Shares’’, on
. V* \6 _0 P' g3 b3 N3 D; V& yFebruary 25, 2014 and on February 25 every five years thereafter, on not* G# G. S# d$ f
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
1 z% `9 N" q7 C9 p5 k/ v6 M( |part of the then outstanding Preferred Shares Series 18, at the Bank’s option5 w5 H# E- c. ~2 h! C. F
without the consent of the holder, by the payment of an amount in cash for: d. t$ L0 E! J+ f" l1 a% m
each such share so redeemed of $25.00 together with all declared and unpaid
; j2 f3 K3 e& Rdividends to the date fixed for redemption.
) s6 Q$ c% Q2 g9 j* f0 z7 k4 q+ AConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic; z9 j# j5 M% \: |: m
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have% X6 O4 O7 i- A( W( D* O" O
the right, at their option, to convert, on February 25, 2014 and on2 v: b* N. M+ @0 q, Y
S-4
3 t( \- h7 E0 H6 C4 V* O ?5 x+ SFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any S4 Y5 d1 m; u" ~! _
or all of their Preferred Shares Series 18 into an equal number of Preferred
/ Y4 c; o' F# ~. {+ tShares Series 19 upon giving to the Bank notice thereof not earlier than$ @- o& ], H; A, s! A7 q' f) F( ]
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
' Y, m7 J* s5 J. X) gpreceding, a Series 18 Conversion Date.2 o8 A! H7 h3 z( H
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
) B' i- S: f" MProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares" N p* }& s7 i$ P
Series 19, as the case may be, that there would be outstanding on such
" C/ _2 D9 \0 b$ r8 a2 fSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,# G1 A: {& v2 \) t
such remaining number of Preferred Shares Series 18 will automatically be
' J; R; O8 a# Oconverted on such Series 18 Conversion Date into an equal number of2 z) r& w- b2 B4 \
Preferred Shares Series 19. Additionally, if the Bank determines that, after A4 V. Y$ t J3 K, ?7 C) f& @
conversion, there would be outstanding on such Series 18 Conversion Date7 K- U. A _2 B+ ~0 B) Z/ l
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares4 Y: ^, |" q5 M6 E
Series 18 will be converted into Preferred Shares Series 19.
6 i7 z) N* t$ W1 g& AVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares% O% q) @: M- f r1 G: k
Series 18 will not be entitled as such to receive notice of, attend, or vote at,4 {9 x+ p1 G5 [4 t! z
any meeting of the shareholders of the Bank unless and until the first time at
5 d2 J% M8 T: Q; Rwhich the Board of Directors has not declared the whole dividend on the
/ h: _. x: Q# U6 TPreferred Shares Series 18 in any quarter. In that event, subject as
6 r' O5 O. m: C+ z7 Jhereinafter provided, the holders of Preferred Shares Series 18 will be2 L& f8 F7 }' S& _. }
entitled to receive notice of, and to attend, meetings of shareholders at which
9 s; o2 T r8 v. Q% pdirectors of the Bank are to be elected and will be entitled to one vote for
' b( s4 d2 w5 Weach Preferred Share Series 18 held. The voting rights of the holders of the0 f* X6 j3 n4 g$ p% l
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
4 \- v4 P- a+ j, i) h. B: k" j* Hthe first dividend on the Preferred Shares Series 18 to which the holders are+ J) \0 r F+ Q' ?* r
entitled thereunder subsequent to the time such voting rights first arose until
3 I2 T: Z) \- | `2 o" tsuch time as the Bank may again fail to declare the whole dividend on the3 n# O. f2 v7 }( y ~# W; I. z
Preferred Shares Series 18 in respect of any quarter, in which event such" r0 G+ T$ f6 A1 f/ j
voting rights will become effective again and so on from time to time.
# C, ~! |- H- A4 \4 K4 d( T" HPrincipal Characteristics of the Preferred Shares Series 19
$ W# i5 T' b" z" E5 V0 EDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
0 E7 E: I t7 Q' Jfloating rate non-cumulative preferential cash dividends, as and when
6 S& {1 ^7 h' b$ ?2 fdeclared by the Board of Directors, subject to the provisions of the Bank Act,! T- K# y3 ^. ~6 _
payable quarterly on the 25th day of February, May, August and November+ Q) y% \: L3 j: Q. e
in each year, in the amount per share determined by multiplying the
7 F* Z* @( |! _1 h: z: q1 Qapplicable Quarterly Floating Dividend Rate by $25.00.
( s" u. M9 S5 c/ f, m! LOn the 30th day prior to the commencement of the initial quarterly dividend
9 V, P7 v. @0 @$ G) zperiod beginning on February 25, 2014, and on the 30th day prior to the first0 h8 S8 O& {8 Z
day of each subsequent quarterly dividend period (the initial quarterly' l- P5 K5 x# ~* ]4 _
dividend period and each subsequent quarterly dividend period is referred to3 `2 ~/ ]; s! ~% r
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the& t% Q, {/ z6 z" M2 l. T. _1 B! _
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate* V7 f; P' u, o" N( h" ]
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the# ~/ K1 O; P4 ^2 ~. n. F4 _; \
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days* M) C( d; i7 G# S& Q9 ]- i
elapsed in the applicable Quarterly Floating Rate Period divided by 365)- d- A/ F$ G4 e# T; n" ^% y L
determined on the 30th day prior to the first day of the applicable Quarterly
0 c, u4 u/ s( F8 @9 e* Z: F- VFloating Rate Period.
1 |. s- Y" a$ WS-59 [4 j/ ^1 ^$ h1 Y8 S' I! b. y
If the Board of Directors does not declare a dividend, or any part thereof, on
( @3 ~) g/ Z2 c3 K+ S1 T! Lthe Preferred Shares Series 19 on or before the dividend payment date for a
. P" @# W" w8 w, Xparticular quarter, then the entitlement of the holders of the Preferred/ K6 i+ z+ c5 c
Shares Series 19 to receive such dividend, or to any part thereof, for such F; W: O7 S8 a9 a- J F
quarter will be forever extinguished.
) \2 k/ ^; G% |) ]+ K q. hRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 v+ B. k; D% Y) {$ A CSuperintendent and to the provisions described below under the heading# [- p( t# g/ L
‘‘Details of the Offering — Certain Provisions of the Preferred Shares, p& }1 b2 m! k4 Y6 f* U
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,& r+ ^$ L2 u6 R% K1 Z8 U; p
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all5 V# L* w; t+ ], W; K
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s' z* W' J( D) w" I
option without the consent of the holder, by the payment of an amount in$ _# _( ~, I/ ]9 }8 }8 W
cash for each such share so redeemed of (i) $25.00 together with all declared
. o5 ~ A! q/ @6 T9 `. J9 land unpaid dividends to the date fixed for redemption in the case of
' ~1 w C- p+ l& q; a2 L% `8 fredemptions on February 25, 2019 and on February 25 every five years
& K5 u# }' |* [. o( pthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
7 s N% C4 B3 dthe date fixed for redemption in the case of redemptions on any other date
4 g; c0 a' M$ l E' N3 o) d7 Aon or after February 25, 2014.6 ^+ W Z6 T; J. h( t; f
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
+ ], K2 K" |* f, I3 [ TShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have- F( }1 _) D% p/ \2 F% d
the right, at their option, to convert, on February 25, 2019 and on9 ~- `; H8 G* B& V8 Z4 x1 w# N
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
( m4 U0 x5 u: i0 gor all of their Preferred Shares Series 19 into an equal number of Preferred8 I2 A; D- I8 Y" L0 c+ U9 s" ~
Shares Series 18 upon giving to the Bank written notice thereof not earlier
0 M7 j, ~9 r* z$ L9 Y( ^than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
- N! E9 [; O& G15th day preceding, a Series 19 Conversion Date.3 J+ q) j0 K! c+ ?1 s7 M
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
$ A% v/ a) j# G/ gProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares/ ]2 a& Q! W7 v" B
Series 18, as the case may be, that there would be outstanding on such7 i! T: _+ W8 r7 \9 A+ r
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
/ R: N' G- {$ N+ @such remaining number of Preferred Shares Series 19 will automatically be% }/ r' Z) P' ^$ n6 Q8 B# d
converted on such Series 19 Conversion Date into an equal number of3 r- T! Y" O& F0 E' E- P! Q3 N
Preferred Shares Series 18. Additionally, if the Bank determines that, after& |4 t* p7 ^. E9 Z* n% }8 k
conversion, there would be outstanding on such Series 19 Conversion Date, M! n3 y1 r$ m, B
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
, p2 } A; o8 X$ `) h0 iSeries 19 will be converted into Preferred Shares Series 18.
5 ]: D% y6 y5 I2 U' s# R. LVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
* F* K7 E7 k: P2 M$ w/ hSeries 19 will not be entitled as such to receive notice of, attend, or vote at,' Q8 _9 N0 L h. `
any meeting of the shareholders of the Bank unless and until the first time at
2 ?$ V8 `5 `2 F! d" t$ Xwhich the Board of Directors has not declared the whole dividend on the
$ K$ k9 }- c$ f# BPreferred Shares Series 19 in any quarter. In that event, subject as% A* Q* m2 U4 s/ _) O4 q* |1 Y7 C
hereinafter provided, the holders of Preferred Shares Series 19 will be# {# L C: Q9 }7 B t& U
entitled to receive notice of, and to attend, meetings of shareholders at which q7 D4 C3 Q( X9 G2 ^. y: r; O! D
directors of the Bank are to be elected and will be entitled to one vote for
8 w7 ~7 x1 Y F2 `; _$ n( Ueach Preferred Share Series 19 held. The voting rights of the holders of the( V+ S7 Q/ `6 C1 _' b
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of* K- H0 n! u% |- f1 {9 ]1 O0 u: _
the first dividend on the Preferred Shares Series 19 to which the holders are( g: l6 E, g7 j4 n u. U4 ^: S) W6 x9 y3 r
entitled thereunder subsequent to the time such voting rights first arose until+ {5 s1 ~& D q. m3 B8 Q, g" f# P
such time as the Bank may again fail to declare the whole dividend on the" j5 Y: y! H: m6 D2 p* i3 P
Preferred Shares Series 19 in respect of any quarter, in which event such# x- n5 N2 s$ E! |6 o: P
voting rights will become effective again and so on from time to time.
' Q; i% n8 q, K9 p% \S-61 u* I- s8 V7 a+ v0 v- `5 t
Priority: The preferred shares of each series of the Bank will rank on a parity with
5 y+ x: ]4 u% l& G4 x) s; Q, ~- Levery other series and are entitled to preference over the common shares of
6 F M+ C. I `0 q. Xthe Bank and over any other shares of the Bank ranking junior to the
/ R* `( \' v& H& C) [$ Hpreferred shares with respect to the payment of dividends and upon any& g; _- r- b7 C& n1 ~
distribution of assets in the event of the liquidation, dissolution or5 ?% w# M8 {) Z2 k* ?( L+ e% X* q2 S4 q4 R
winding-up of the Bank.5 t E9 ]- g$ ^1 q9 a f0 P- @
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under/ C& y) N% H1 K" u; D7 D' T
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
9 P$ h5 z) \+ m) `6 rSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
# }* O1 T& o3 S" I4 N! Ydividends received on such shares under Part IV.1 of such Act. |
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