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发表于 2008-11-29 16:58
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下面是BMO的:6 `8 `3 j) u8 a0 E
SUMMARY OF THE OFFERING
6 \- g9 u8 S4 y* W7 m/ G: b, EThis 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’’.
" f6 R6 E4 W- H4 ^5 h1 _- VIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
5 y: I7 ^4 }6 I2 \6 V V# V ZAmount: $150,000,000 (6,000,000 shares).' Y" h& G: ], Z: \
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
% z- q# x( e0 T) kPrincipal Characteristics of the Preferred Shares Series 18
: Z$ W& {2 E/ [; zDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed$ j, S) u, x7 h4 I* l
non-cumulative preferential cash dividends, as and when declared by the
; X9 P$ o4 h* w! I, m4 k/ VBoard of Directors, subject to the provisions of the Bank Act, for the initial
6 h! N( C( H2 \/ @period commencing on the closing date and ending on and including) q) s% J! V1 d7 _3 y
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
" u' v4 i) B* s4 K9 ]4 |! N+ y! C25th day of February, May, August and November in each year, at a rate
9 u0 M9 T- H1 J% y9 T" ?% ^/ sequal to $0.40625 per share. The initial dividend, if declared, will be payable
; h3 X$ I. n/ C# x& Q5 fMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing- K& e0 i4 ]7 t6 H0 U; X
date of December 11, 2008.. B D8 T X8 ~0 `! h
For each five-year period after the Initial Fixed Rate Period (each, a6 b$ r, P. G: s: m; {
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
/ F$ ^7 J8 V. {: _0 Z6 MSeries 18 will be entitled to receive fixed non-cumulative preferential cash0 l7 F6 s- V5 {% u* C, T
dividends, as and when declared by the Board of Directors, subject to the
/ r, s6 H! \/ ~, H/ \8 C, t9 o2 r% fprovisions of the Bank Act, payable quarterly on the 25th day of February,4 X+ s' g% w1 F9 k8 t$ C1 S
May, August and November in each year, in the amount per share per annum5 |# f4 M& J; _& L, k( ^
determined by multiplying the Annual Fixed Dividend Rate applicable to: k1 `+ Q/ V. _9 U
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
1 r. [1 v6 L! Z8 |1 ^0 i5 v7 dRate for the ensuing Subsequent Fixed Rate Period will be determined by the& t2 A) g `/ f
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
* \ \5 e1 D1 g, O& F1 G8 yof such Subsequent Fixed Rate Period and will be equal to the sum of the
6 _* u# S& ?% o1 b; V& Q3 I8 J" P- VGovernment of Canada Yield on the applicable Fixed Rate Calculation Date: r( l! j" t/ b7 l. ^9 C
plus 3.83%.$ |$ B$ {5 { u
If the Board of Directors does not declare a dividend, or any part thereof, on B+ k8 e- \ J0 m
the Preferred Shares Series 18 on or before the dividend payment date for a
4 z1 F$ C$ X J/ J% sparticular quarter, then the entitlement of the holders of the Preferred
2 F8 H& v# ]+ [- h. a; C8 [3 p# jShares Series 18 to receive such dividend, or to any part thereof, for such: F7 q* ^3 W. P5 [& j
quarter will be forever extinguished.
4 q' J* E/ i& y, L' q" cRedemption: Subject to the provisions of the Bank Act and to the prior consent of the3 g% P ^# h/ q4 y. d( R+ N4 O
Superintendent and to the provisions described below under ‘‘Details of the+ ~( I% ^3 C/ q
Offering — Certain Provisions of the Preferred Shares Series 18 as a# z, S. N: T/ o* ~( x( Z" E9 j# E, x
Series — Restrictions on Dividends and Retirement of Shares’’, on7 d% |% \$ ^) W7 ?$ a- z
February 25, 2014 and on February 25 every five years thereafter, on not
, j( z8 I! _& l {1 l6 U$ ?more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
- ^% t+ S) _2 X6 ?1 t$ L, F9 fpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
3 E$ g8 H& J( L6 D# Rwithout the consent of the holder, by the payment of an amount in cash for6 i2 L& y2 U. C3 w+ P, Z
each such share so redeemed of $25.00 together with all declared and unpaid4 i/ ]4 W9 P- l2 |+ f8 [
dividends to the date fixed for redemption.- V6 G7 o/ g7 M/ G
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
, }; f/ @: ^1 QShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have6 l8 }- g! {. M9 |. F9 n
the right, at their option, to convert, on February 25, 2014 and on
7 J y0 M" [5 S& pS-4" |: W* _( v/ X6 @) w, k$ e4 N
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any5 n4 ^& t+ f5 g; {5 I
or all of their Preferred Shares Series 18 into an equal number of Preferred
f9 V" ?) I, mShares Series 19 upon giving to the Bank notice thereof not earlier than& N6 @% m8 U6 H4 F/ W! Q/ ^
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
& m+ [+ Q; [; ^' V f; w# e2 S( a, Lpreceding, a Series 18 Conversion Date.
8 {% k) f2 u9 t0 p' a8 l _ tAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
4 o: _- F6 O. {* j* J* s' yProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares8 f7 Z, x' ^/ B
Series 19, as the case may be, that there would be outstanding on such! M9 ?; O f) @) [8 }/ R8 X* i# t
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,! D6 f2 V* n3 {. q
such remaining number of Preferred Shares Series 18 will automatically be8 t- _# I; q+ V5 r% L
converted on such Series 18 Conversion Date into an equal number of' w- V: e* o4 A, r
Preferred Shares Series 19. Additionally, if the Bank determines that, after
1 G. L& |, g6 y4 N( j, dconversion, there would be outstanding on such Series 18 Conversion Date
$ D, y2 a: I W' c" {4 V- V& Xless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
J9 G0 d$ W. aSeries 18 will be converted into Preferred Shares Series 19.
" W- M6 D' {* J+ V/ v; EVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares) ]3 y2 i! a/ u
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
* Q z# Y+ ]+ hany meeting of the shareholders of the Bank unless and until the first time at5 n8 N' l/ i2 Y* d, g! G: r! N( U! `! G
which the Board of Directors has not declared the whole dividend on the
2 Q6 L- Z2 T6 x9 o* O/ T! _" WPreferred Shares Series 18 in any quarter. In that event, subject as4 Z" }% D! ?" A& z8 u0 @- g4 m: [
hereinafter provided, the holders of Preferred Shares Series 18 will be
6 y( i: Z. \1 x$ T, {entitled to receive notice of, and to attend, meetings of shareholders at which
! ]. M) h. @. q0 G8 {" Mdirectors of the Bank are to be elected and will be entitled to one vote for
0 d! D! D4 k# Q3 c8 }, Oeach Preferred Share Series 18 held. The voting rights of the holders of the" l% j% f- B+ M: C- s$ m
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of* A7 o+ v! x U9 i c- O4 [
the first dividend on the Preferred Shares Series 18 to which the holders are, { V: W3 V9 t1 l# P" v* ^
entitled thereunder subsequent to the time such voting rights first arose until1 b/ U8 d( f/ h0 X
such time as the Bank may again fail to declare the whole dividend on the+ A$ y1 Z" X6 E, u( o4 G, [/ E
Preferred Shares Series 18 in respect of any quarter, in which event such
+ j6 `' H3 P& {) R$ C4 B. \voting rights will become effective again and so on from time to time." v+ b0 M5 l1 ]4 D( g C$ f, d
Principal Characteristics of the Preferred Shares Series 193 x; y0 f. v3 ^- Y0 o+ D
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive6 M: A; i* d2 E. @6 M. ?, X
floating rate non-cumulative preferential cash dividends, as and when# \/ g& \" p, B$ L: I
declared by the Board of Directors, subject to the provisions of the Bank Act,4 ?* }# m0 Q0 n$ ]; `
payable quarterly on the 25th day of February, May, August and November0 e8 L+ I- R8 q1 o
in each year, in the amount per share determined by multiplying the( I$ ~ W! ^" J9 J1 E* G: S/ g) q6 ~
applicable Quarterly Floating Dividend Rate by $25.00./ n8 T: U, g0 L6 J, F: I$ A" X
On the 30th day prior to the commencement of the initial quarterly dividend
! V" h3 \% Q: p- h. A: xperiod beginning on February 25, 2014, and on the 30th day prior to the first
* y; B, @+ @' d( o! w3 q! @day of each subsequent quarterly dividend period (the initial quarterly3 w- G0 c R. o" M
dividend period and each subsequent quarterly dividend period is referred to( h9 u/ S2 g* O0 y9 M1 C; m0 ?, |
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the0 v& |6 _2 K9 V1 x
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
+ P. p( z$ |) M' T+ w+ oPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the) b0 O4 l2 @: ^2 a4 D5 _
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
& w0 I) ?, e/ {& n2 uelapsed in the applicable Quarterly Floating Rate Period divided by 365); s$ t" v; V5 d% ?; a
determined on the 30th day prior to the first day of the applicable Quarterly: \$ g9 f) M7 |1 u4 u. G, }
Floating Rate Period.
6 i$ l* i2 N4 XS-50 p7 A- `+ u0 |# v8 c, m$ C
If the Board of Directors does not declare a dividend, or any part thereof, on! [3 m& c4 M3 Y( l0 c4 g
the Preferred Shares Series 19 on or before the dividend payment date for a
9 y; k8 N$ s: G. H% V" M' s* Cparticular quarter, then the entitlement of the holders of the Preferred- @2 ~' L2 t: w
Shares Series 19 to receive such dividend, or to any part thereof, for such
+ s) R( l7 Q- y8 ]/ gquarter will be forever extinguished.
# u+ u% O- O* g1 HRedemption: Subject to the provisions of the Bank Act and to the prior consent of the* ^/ g, b+ s7 e$ }
Superintendent and to the provisions described below under the heading
' U6 N$ a. u2 y4 p% i‘‘Details of the Offering — Certain Provisions of the Preferred Shares7 H3 D9 c/ M+ A: h. N. O
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
2 [! P" [7 C5 ?4 H" `- I3 v; s. [% @on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
1 s U6 T% B5 Lor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
0 [3 O8 L5 E7 G! Doption without the consent of the holder, by the payment of an amount in, M4 F* z, ~. i& ~3 ?1 j( O/ G
cash for each such share so redeemed of (i) $25.00 together with all declared
( |! Q- f' Z0 k2 O0 q- G# B, p( I0 Aand unpaid dividends to the date fixed for redemption in the case of q' W) S+ T" y, Z; A8 I
redemptions on February 25, 2019 and on February 25 every five years
. C8 K7 \2 | _3 d# m/ A8 N6 D& Dthereafter, or (ii) $25.50 together with all declared and unpaid dividends to+ n8 Z% d3 S( L( T
the date fixed for redemption in the case of redemptions on any other date
8 O. r- |) x8 Uon or after February 25, 2014.0 b. D& M- V: n6 u. P+ F8 I: [
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic# w0 C; M, w |8 p+ M. i
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have1 e, d1 }) g. ?0 U* ?
the right, at their option, to convert, on February 25, 2019 and on
' |" s7 W& v7 e3 wFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
v0 \7 i* N Cor all of their Preferred Shares Series 19 into an equal number of Preferred
* J% X% R% ?! S9 u! gShares Series 18 upon giving to the Bank written notice thereof not earlier( t; x7 {7 a& t) y+ B2 g
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
, L/ m% I/ g5 u5 ?15th day preceding, a Series 19 Conversion Date.
& O' i1 e! U* w: k( `Automatic Conversion If the Bank determines, after having taken into account all shares tendered
: Q" F; F# G0 q! J3 E2 v5 q$ sProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares( X2 }- C; e( o
Series 18, as the case may be, that there would be outstanding on such) A- B7 K0 L; X5 c
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19, k) D1 p( M0 i( I" k: O
such remaining number of Preferred Shares Series 19 will automatically be
! m$ k& s( L- `4 O2 Yconverted on such Series 19 Conversion Date into an equal number of) ]" J) s& P' s) k) Y; C8 T
Preferred Shares Series 18. Additionally, if the Bank determines that, after2 A( d$ ]+ X x
conversion, there would be outstanding on such Series 19 Conversion Date5 v# G: j# J/ I y$ Q- r
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
/ Z- Y) ]7 D1 E: V7 g8 V. Q" ySeries 19 will be converted into Preferred Shares Series 18.
: x; m& @' Y) z, zVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" s; Y8 \7 p% L5 s) L) E
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
2 k" u' B6 P4 ~6 F$ i- qany meeting of the shareholders of the Bank unless and until the first time at
$ u6 a" |' t; S; _( _+ \which the Board of Directors has not declared the whole dividend on the% ~/ C1 F# ^# l7 L2 J: \
Preferred Shares Series 19 in any quarter. In that event, subject as& K& o. G1 _: }9 L
hereinafter provided, the holders of Preferred Shares Series 19 will be/ F ^# e2 x( b1 }
entitled to receive notice of, and to attend, meetings of shareholders at which0 j+ q ?1 {8 L' C1 G: _% d, u
directors of the Bank are to be elected and will be entitled to one vote for L3 D7 U# |- L1 Y+ Q( V; V
each Preferred Share Series 19 held. The voting rights of the holders of the; N9 z5 S' L' n1 C9 a8 L
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of- h. z* s/ w& X0 n0 ~" W0 E
the first dividend on the Preferred Shares Series 19 to which the holders are
3 n) v) F1 p. \entitled thereunder subsequent to the time such voting rights first arose until: Z/ J( A; c0 R4 M1 @$ L; q, e- M
such time as the Bank may again fail to declare the whole dividend on the5 `5 D6 J; m2 |" l6 \2 f6 {
Preferred Shares Series 19 in respect of any quarter, in which event such3 s- ~9 {- w/ y6 J
voting rights will become effective again and so on from time to time.8 o+ h& E$ w3 t" d
S-6* f7 h ~0 \" Q7 H _" O/ ^. g2 S
Priority: The preferred shares of each series of the Bank will rank on a parity with0 F7 S. ^- V7 o \# I( i
every other series and are entitled to preference over the common shares of, B( m7 Y% \" o! ? N" \
the Bank and over any other shares of the Bank ranking junior to the @/ |4 g: o$ D1 l) `& P
preferred shares with respect to the payment of dividends and upon any9 @( a& p0 E/ T5 \2 p8 B
distribution of assets in the event of the liquidation, dissolution or% }/ I2 b+ z- \& f d
winding-up of the Bank.7 E' I* ?9 V3 N3 o- r+ J& R& Z: B
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under5 q9 ?! R% H4 |, b# e
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares1 p& T/ ^5 H: _0 }9 g# Z/ U
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
+ o* V0 l0 H1 P; H6 k' Mdividends received on such shares under Part IV.1 of such Act. |
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