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发表于 2008-11-29 16:58
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下面是BMO的:; T. l: @6 y# w& k$ a
SUMMARY OF THE OFFERING2 H3 b8 j( y- C
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’’.
& J+ M) v) A! P( p7 UIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.6 w! x, c- y! y$ |( h
Amount: $150,000,000 (6,000,000 shares).
9 x0 B4 [2 V6 Y9 u, EPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
J; t. u+ e* l% S: N4 XPrincipal Characteristics of the Preferred Shares Series 18' \5 y- P% G$ w$ D- P! S
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed- Y1 p0 \6 `! z: I! A! ^5 @
non-cumulative preferential cash dividends, as and when declared by the1 k# K3 I/ V1 A" d) k+ ~4 `
Board of Directors, subject to the provisions of the Bank Act, for the initial
4 a. W+ R6 Z% f( n9 _8 wperiod commencing on the closing date and ending on and including
% n0 ?3 }# t3 s" _) kFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the0 ^" D( O+ j4 r' m( z6 D( H7 E: n
25th day of February, May, August and November in each year, at a rate
9 C' f; a7 [5 T# @equal to $0.40625 per share. The initial dividend, if declared, will be payable- X0 X1 b2 z+ R" Y! J( g
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
" G( X: ^: G* x! b, ~: S/ ~date of December 11, 2008.4 q) t1 A u; h2 e6 C! s9 k/ b4 L
For each five-year period after the Initial Fixed Rate Period (each, a
$ l& [: i- t& h1 s Z‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
5 Y' l5 \* u# d" f! M. }5 ]Series 18 will be entitled to receive fixed non-cumulative preferential cash! n) U- i5 a( v' H; ?5 y4 ^
dividends, as and when declared by the Board of Directors, subject to the
m/ n7 o; J0 l5 u- J4 e. y6 @3 Pprovisions of the Bank Act, payable quarterly on the 25th day of February,
& c0 u' ^# ?1 C3 ^5 }3 |1 _May, August and November in each year, in the amount per share per annum7 f2 b7 A/ O: T# N1 F) [
determined by multiplying the Annual Fixed Dividend Rate applicable to2 H+ }7 }. ^2 r& M( Z. Q, T
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend( c# X \1 Q5 [$ K ]
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the' N5 y3 f& f; h- r! V) {
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day7 C, Y, H3 n- j& e) }. N
of such Subsequent Fixed Rate Period and will be equal to the sum of the! u1 P7 `5 v" z2 g8 D
Government of Canada Yield on the applicable Fixed Rate Calculation Date
; G) ]* s6 {: p4 dplus 3.83%.
) X! t: h6 E2 s( q; D1 IIf the Board of Directors does not declare a dividend, or any part thereof, on* v2 i# ?5 c l$ z: m _6 K. T
the Preferred Shares Series 18 on or before the dividend payment date for a3 f! {( d5 T$ D* x/ q
particular quarter, then the entitlement of the holders of the Preferred Z [+ ?" A) h! e& p K2 W. t
Shares Series 18 to receive such dividend, or to any part thereof, for such
- k' x& t j: P0 O5 T4 Pquarter will be forever extinguished.* {- M. q9 T j
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
( t. c E+ q; Z: o2 hSuperintendent and to the provisions described below under ‘‘Details of the
- c8 A* z! [+ D( JOffering — Certain Provisions of the Preferred Shares Series 18 as a& z0 a8 E/ @' R0 E( B
Series — Restrictions on Dividends and Retirement of Shares’’, on
& ]0 x1 F: e- gFebruary 25, 2014 and on February 25 every five years thereafter, on not5 i7 G& P- ?. Q
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any( i# o2 }7 O+ E
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
3 v: t/ y/ i! L) hwithout the consent of the holder, by the payment of an amount in cash for
& s6 h, m' F9 ^- v& m4 D4 weach such share so redeemed of $25.00 together with all declared and unpaid
" t9 D; e9 y4 E: m7 d. Cdividends to the date fixed for redemption.
7 {2 u$ k8 a+ y" DConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
/ s0 ?" E! k/ {Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have1 a7 s- I& ]6 |' f$ x% O
the right, at their option, to convert, on February 25, 2014 and on
/ \# ~0 S. c/ y, V# a. e& w4 GS-4
+ p/ U; K7 G, z8 T3 GFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any8 w( |9 r }2 Z- b5 Y, m G
or all of their Preferred Shares Series 18 into an equal number of Preferred. z# d1 m" ]3 q$ c7 s
Shares Series 19 upon giving to the Bank notice thereof not earlier than
8 P# w, l0 s# s5 ]30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day$ l- s; c$ B. ~6 a2 I2 u; C$ C2 V
preceding, a Series 18 Conversion Date.
. e9 T" K3 H, l7 F" ~" k0 {Automatic Conversion If the Bank determines, after having taken into account all shares tendered
! [% _+ X% D, RProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
5 S2 V) J& Y1 I: L! {: PSeries 19, as the case may be, that there would be outstanding on such
; f/ i* q9 V! T$ g+ x/ q, R" ASeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,7 h" z4 F4 Z' W0 }
such remaining number of Preferred Shares Series 18 will automatically be
- N* j: t4 N( u2 E- [( tconverted on such Series 18 Conversion Date into an equal number of3 h9 Z! G+ D. P; Z/ M4 U
Preferred Shares Series 19. Additionally, if the Bank determines that, after' o6 H2 m& B0 ~0 a" ^/ U# S
conversion, there would be outstanding on such Series 18 Conversion Date3 p4 d8 F( t- b$ K% z' _+ S3 q# l$ ~
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares5 M1 ~* B0 C6 q% [5 g
Series 18 will be converted into Preferred Shares Series 19.
5 u0 X+ ^2 b9 c" U( C! sVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 ^+ H/ v; U: tSeries 18 will not be entitled as such to receive notice of, attend, or vote at,% b. I8 B2 R2 M5 b* H
any meeting of the shareholders of the Bank unless and until the first time at
& q; X: h) u" l4 nwhich the Board of Directors has not declared the whole dividend on the
% m4 e) Q N2 e+ C! F7 e+ MPreferred Shares Series 18 in any quarter. In that event, subject as- o# |7 o3 p0 o2 @* h# A
hereinafter provided, the holders of Preferred Shares Series 18 will be9 s: J; t0 h2 ]
entitled to receive notice of, and to attend, meetings of shareholders at which
& s9 _# e: G6 z" V- }2 V2 I: T- Jdirectors of the Bank are to be elected and will be entitled to one vote for+ F7 z0 @! o# I4 Q; n. ^7 o
each Preferred Share Series 18 held. The voting rights of the holders of the9 N2 T2 H5 q' E2 O2 ~8 ^# B7 ~
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of E3 y% ]1 x/ T9 W7 _6 {' ?9 k7 @
the first dividend on the Preferred Shares Series 18 to which the holders are
2 \/ g5 l, F" Yentitled thereunder subsequent to the time such voting rights first arose until9 }" B" W# p* h5 K; ]. m
such time as the Bank may again fail to declare the whole dividend on the- t0 b, o% D! y9 J/ Y" m
Preferred Shares Series 18 in respect of any quarter, in which event such* j6 t) ^/ g2 g s
voting rights will become effective again and so on from time to time.6 V( l- ?) v, _/ C
Principal Characteristics of the Preferred Shares Series 19
% R2 N7 B# m1 e" r" l! `: g- `: yDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
/ s! v6 p% c$ Q. ~' c% C" rfloating rate non-cumulative preferential cash dividends, as and when
: k- Q* X# A' h0 `" [9 gdeclared by the Board of Directors, subject to the provisions of the Bank Act,
' b- q% J6 Y& e+ ]' N rpayable quarterly on the 25th day of February, May, August and November
1 N v6 N* K3 ]) x1 {! b; m7 ^. M. K& Zin each year, in the amount per share determined by multiplying the
' j4 W/ d4 c7 g" vapplicable Quarterly Floating Dividend Rate by $25.00.
, n( z+ K5 m+ [ hOn the 30th day prior to the commencement of the initial quarterly dividend
' M# c' o4 f- _& I- `period beginning on February 25, 2014, and on the 30th day prior to the first4 | u7 [7 u! u8 M, b# j
day of each subsequent quarterly dividend period (the initial quarterly/ T' u# Y$ p2 k) m) A
dividend period and each subsequent quarterly dividend period is referred to
v; J; L3 H5 V, r, }3 r% `as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
- Y6 m+ L' g5 {$ SQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
! o! b& }; c* |8 z: f# C. `Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
% ~7 Y) W: ?; W8 b( K! i% AT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days1 X7 f( j; H6 Z
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
9 f6 i7 \- a" zdetermined on the 30th day prior to the first day of the applicable Quarterly3 {9 v* d7 N, @8 f B1 K1 W$ r& D
Floating Rate Period.; J" h0 z4 ~! x$ v; n$ q
S-5* m4 s" l# }9 R+ `# \0 n
If the Board of Directors does not declare a dividend, or any part thereof, on
5 _* _) [+ {8 O; o4 @$ P% E" l8 q& Jthe Preferred Shares Series 19 on or before the dividend payment date for a+ u# w9 M/ f9 D* P2 ^# G+ [3 ~2 \
particular quarter, then the entitlement of the holders of the Preferred
+ w# R/ {7 _+ M) _: d3 T! XShares Series 19 to receive such dividend, or to any part thereof, for such; x( i2 j3 B3 M! w& E& _# n9 V7 X5 {
quarter will be forever extinguished.# w0 i$ e6 K$ M# X2 c. E/ @5 a
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the5 r9 p* q" L- u0 o7 O
Superintendent and to the provisions described below under the heading
! i: l. U8 c% j* h% L8 z) y‘‘Details of the Offering — Certain Provisions of the Preferred Shares
% \9 I- g+ n. w, {3 {9 a& WSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
) y8 s2 }9 N! x. n% d# Y- [# fon not more than 60 nor less than 30 days’ notice, the Bank may redeem all5 G( n3 b6 q: A; M! I$ ?: x7 \
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
" O' w/ ^7 }9 j1 x; J* Doption without the consent of the holder, by the payment of an amount in# V! W0 i5 ^4 v, r
cash for each such share so redeemed of (i) $25.00 together with all declared+ l# L+ j3 R' B. O% J( o
and unpaid dividends to the date fixed for redemption in the case of
" z) ^9 c1 @7 H6 mredemptions on February 25, 2019 and on February 25 every five years) B D8 r4 L( A) w: z3 J
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
C. g; L1 h4 k& G0 v" Gthe date fixed for redemption in the case of redemptions on any other date
; k: G# a0 ?: q/ s, aon or after February 25, 2014.0 d2 y$ y" b/ t$ P1 e
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic; j7 l0 Y( B/ s" ~
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
& q8 n4 t: E1 L- s1 y& g% `the right, at their option, to convert, on February 25, 2019 and on
5 ~1 d6 W4 ?8 c* {6 LFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
8 q% V0 T) Y+ y; C$ X3 o8 @6 vor all of their Preferred Shares Series 19 into an equal number of Preferred
( ~ U7 Y. C3 Y+ u+ L4 i2 ]5 _Shares Series 18 upon giving to the Bank written notice thereof not earlier) l. H5 v/ A# C5 i9 O
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
9 T& Y. D- a8 Y$ D15th day preceding, a Series 19 Conversion Date.
/ x% E9 S2 s3 EAutomatic Conversion If the Bank determines, after having taken into account all shares tendered% ~( J8 ~1 a( N( ?4 q. U
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
, H7 R( ]# C I+ hSeries 18, as the case may be, that there would be outstanding on such
0 c, ]. _0 Q* m% N$ g! sSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,% S c4 y' f: l/ p
such remaining number of Preferred Shares Series 19 will automatically be
! _+ S+ Y* G8 u& x/ Lconverted on such Series 19 Conversion Date into an equal number of( \9 v7 X3 X: g& a6 j$ q
Preferred Shares Series 18. Additionally, if the Bank determines that, after& g- a2 S, b" J% R5 | L
conversion, there would be outstanding on such Series 19 Conversion Date; E0 l9 |; G" C9 m
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
: |( z, N+ C4 s6 H# K! JSeries 19 will be converted into Preferred Shares Series 18.! _' @! |* |4 P
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
; X5 f. Z: l+ {4 e" z$ q$ n: VSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
) v `. n4 `6 T6 O4 r8 Zany meeting of the shareholders of the Bank unless and until the first time at
8 y$ x$ f* f- O8 P3 Lwhich the Board of Directors has not declared the whole dividend on the$ U8 y+ t7 Q) U3 b3 t6 D
Preferred Shares Series 19 in any quarter. In that event, subject as
" X7 c/ w5 B6 A7 qhereinafter provided, the holders of Preferred Shares Series 19 will be ]5 D7 a- i. i5 H' M
entitled to receive notice of, and to attend, meetings of shareholders at which4 v4 }& c0 S, g" P
directors of the Bank are to be elected and will be entitled to one vote for
) K# f' }# Z7 d* Zeach Preferred Share Series 19 held. The voting rights of the holders of the
0 m/ X, J& G4 S: i w: |) OPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
& @' f8 S* p& T3 d6 cthe first dividend on the Preferred Shares Series 19 to which the holders are4 v* s4 |8 ^( R2 c: {# y, t t$ U6 Q
entitled thereunder subsequent to the time such voting rights first arose until
$ g( y; j- r( `, V# v2 D* [# _such time as the Bank may again fail to declare the whole dividend on the
: r% o/ I+ _" L2 K2 ^7 }( [. a: WPreferred Shares Series 19 in respect of any quarter, in which event such( _0 p$ W9 X2 n y& t- { L
voting rights will become effective again and so on from time to time.& h; B- v! B' S+ Y+ v7 Y
S-6
: U/ j A. L- @; |Priority: The preferred shares of each series of the Bank will rank on a parity with3 C2 |: ~& `) ?0 G$ J
every other series and are entitled to preference over the common shares of
/ w0 P4 o" R: _$ m& O" E; xthe Bank and over any other shares of the Bank ranking junior to the4 @! K' Y+ C9 O( p
preferred shares with respect to the payment of dividends and upon any6 _6 k( b5 ^4 [( I4 b7 Y9 Z( O
distribution of assets in the event of the liquidation, dissolution or, Z5 a' Y5 N3 W) d& c( y
winding-up of the Bank.
% ~# f' u; D* k* q# T3 FTax on Preferred Share The Bank will elect, in the manner and within the time provided under( x9 j O Q4 q* \- e+ o
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
0 g* y$ z! A6 H( a4 |# w5 D3 e. f, z" I/ SSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
% ?- X2 f3 \- ~. n: `1 Ydividends received on such shares under Part IV.1 of such Act. |
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