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发表于 2008-11-29 16:58
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下面是BMO的:2 \2 i: n/ l' H" E
SUMMARY OF THE OFFERING) v' @& F ^5 H) c& q. ~
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’’.* Q7 C7 A8 N2 f/ I# _& N
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
5 i/ Q8 [- c. C" TAmount: $150,000,000 (6,000,000 shares).8 g# X& o6 k1 ], B2 K! D4 w* w
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
- M1 a) f. I2 d& g7 ^! ePrincipal Characteristics of the Preferred Shares Series 18$ z3 V; F! x3 a, `' P& k$ l' n5 @7 P
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
) O: @! J+ z& c. T d V5 Anon-cumulative preferential cash dividends, as and when declared by the
/ x3 k3 w, G. H5 A& qBoard of Directors, subject to the provisions of the Bank Act, for the initial" A0 e# N8 ]% `
period commencing on the closing date and ending on and including
d% ~0 K7 d9 d" n% X Z$ zFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
% P/ c2 m: ?+ }, N/ y+ A; T25th day of February, May, August and November in each year, at a rate
4 I: M) o! g4 N6 F+ Dequal to $0.40625 per share. The initial dividend, if declared, will be payable1 C" T! L' t0 k
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
0 X# [, k! j3 z0 k9 p$ vdate of December 11, 2008.6 h# u% o& ?7 d$ K8 b0 Q2 v
For each five-year period after the Initial Fixed Rate Period (each, a
4 ]7 X1 x( a" G2 x‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares7 m9 Z& d6 h9 n" v& L, B% e
Series 18 will be entitled to receive fixed non-cumulative preferential cash
+ V3 w* \3 j! [- C# q9 Z" odividends, as and when declared by the Board of Directors, subject to the% X5 _) `5 a T# ^0 t8 m" F
provisions of the Bank Act, payable quarterly on the 25th day of February,
( k* j" U7 ~5 @ K; y( `, jMay, August and November in each year, in the amount per share per annum
# K S4 b- F. y+ Bdetermined by multiplying the Annual Fixed Dividend Rate applicable to P' D; U/ |' P/ y& e$ n% }0 n
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend' w# V l% z9 m. ~& \% A8 ?$ B
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the3 ~& `4 A6 F/ q: j! c
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
0 w5 I0 L$ p8 x) aof such Subsequent Fixed Rate Period and will be equal to the sum of the
8 v) K# I; I" F5 W2 cGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
, `7 l; {3 e8 s) s, Kplus 3.83%." S$ W) F& L9 a C+ U' w
If the Board of Directors does not declare a dividend, or any part thereof, on
+ M$ S' p, ?$ Y8 q3 Bthe Preferred Shares Series 18 on or before the dividend payment date for a
! F; a* [) V" E& S$ jparticular quarter, then the entitlement of the holders of the Preferred
3 z6 x; v; q- f+ P7 Q5 gShares Series 18 to receive such dividend, or to any part thereof, for such" R2 `3 H$ t' \$ ?
quarter will be forever extinguished.
d4 F$ Y9 g5 F0 H& rRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
# j$ B @& m+ o4 t7 g/ NSuperintendent and to the provisions described below under ‘‘Details of the
" s9 ?. j& _: S; p2 i) YOffering — Certain Provisions of the Preferred Shares Series 18 as a. R( c1 B1 v" V9 s# w
Series — Restrictions on Dividends and Retirement of Shares’’, on) {! R# S* s: \
February 25, 2014 and on February 25 every five years thereafter, on not
1 ~* k4 U5 p; h, R# ymore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
$ @* D" r) s$ V! S1 @- i% [part of the then outstanding Preferred Shares Series 18, at the Bank’s option
3 b% y/ u, Q- v5 ]3 y/ T6 Qwithout the consent of the holder, by the payment of an amount in cash for/ A9 c: g8 n9 Y2 i
each such share so redeemed of $25.00 together with all declared and unpaid8 K- ]) g; o" I% {
dividends to the date fixed for redemption.: x6 B$ D& g3 u8 V2 u8 z1 S
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic! h& D/ w' W6 k9 b3 @* x" N
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have; f! j' U0 _- Q6 j, [8 u+ Q
the right, at their option, to convert, on February 25, 2014 and on J5 t& v' D1 n1 l) G
S-4! s& ]4 o5 k' k+ G: s
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
, q$ ?" X' e$ u0 O8 qor all of their Preferred Shares Series 18 into an equal number of Preferred
% T7 t+ ~8 b3 q% i* WShares Series 19 upon giving to the Bank notice thereof not earlier than
: Z# q% e' ^* w7 r2 |30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day0 x2 P, x) |8 q$ f/ f
preceding, a Series 18 Conversion Date.
6 l2 |$ C5 J1 V$ l. a) a) n% _$ LAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
) x' {/ p. J3 _6 v3 ]Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
( S0 s2 U0 }) v: w% kSeries 19, as the case may be, that there would be outstanding on such4 X/ x9 n7 ^! F! l" C
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
1 [- w; {5 \& T* l/ ?3 bsuch remaining number of Preferred Shares Series 18 will automatically be5 d* K. G2 I( O C9 d5 E
converted on such Series 18 Conversion Date into an equal number of
' n( `) R0 i+ o, K+ e% MPreferred Shares Series 19. Additionally, if the Bank determines that, after
2 X/ i! L& b. Z! G4 n8 i7 j; rconversion, there would be outstanding on such Series 18 Conversion Date8 m6 g& h$ n2 E2 y) m
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
9 r( o6 [! A& cSeries 18 will be converted into Preferred Shares Series 19., ]0 ~: m" _6 {. q# N" x! F
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
4 e4 ?3 H; J+ y( B2 l: n* gSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
4 i/ q! k3 l/ K# Hany meeting of the shareholders of the Bank unless and until the first time at2 B( I' ?; j" o
which the Board of Directors has not declared the whole dividend on the
6 p8 `' y k' @/ _; `. ]0 [ ], lPreferred Shares Series 18 in any quarter. In that event, subject as
4 A, {3 Z9 V) S+ F. t* A; zhereinafter provided, the holders of Preferred Shares Series 18 will be
4 G. g# _. R, V% A0 @entitled to receive notice of, and to attend, meetings of shareholders at which
7 h! a2 @% u. w% p* p; Ldirectors of the Bank are to be elected and will be entitled to one vote for- {1 y' k0 \: Z
each Preferred Share Series 18 held. The voting rights of the holders of the
; m$ i1 @! s! W/ U/ S0 PPreferred Shares Series 18 will forthwith cease upon payment by the Bank of* A' E& O3 j, M
the first dividend on the Preferred Shares Series 18 to which the holders are
2 i; E8 i$ x# W+ w' S; tentitled thereunder subsequent to the time such voting rights first arose until
2 t1 P, L5 `4 Y* Esuch time as the Bank may again fail to declare the whole dividend on the* c) y _/ H0 C/ ~ W, P$ v
Preferred Shares Series 18 in respect of any quarter, in which event such% V `. e* ^. R3 _5 j) \
voting rights will become effective again and so on from time to time./ i4 M+ j: w' V0 a* I5 I Z: l
Principal Characteristics of the Preferred Shares Series 196 i6 q3 B. S$ t3 f
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
k! Q) t# W5 ^$ D% V; tfloating rate non-cumulative preferential cash dividends, as and when' T& W3 H t' N, Q# r2 g! W
declared by the Board of Directors, subject to the provisions of the Bank Act,/ l& @: o6 d: [: Y1 j# |$ k) E
payable quarterly on the 25th day of February, May, August and November
# ^& D1 ], I! t$ P# lin each year, in the amount per share determined by multiplying the* o% B; B1 ?8 ?8 F ~8 {
applicable Quarterly Floating Dividend Rate by $25.00.! a* }; G5 W" I9 T5 ?: C
On the 30th day prior to the commencement of the initial quarterly dividend; s3 y. W. s) \" F
period beginning on February 25, 2014, and on the 30th day prior to the first( V( r; U( _, R0 u. G ^
day of each subsequent quarterly dividend period (the initial quarterly
+ F4 d: W; K( e6 cdividend period and each subsequent quarterly dividend period is referred to U$ E6 s! E: ?7 {* \! r
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the2 M2 _% ~' v! r8 L4 `9 X
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
! x$ b0 W2 k) W5 L- a+ `. jPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
4 }/ }8 B# O: _: E+ FT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days8 i+ `7 L5 L. {) ^5 N8 `8 A
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
& `; q$ h7 b2 ~- k8 Ndetermined on the 30th day prior to the first day of the applicable Quarterly
5 a, H$ E* |: X/ H* {$ n7 }Floating Rate Period.
/ V/ D1 b1 ?. r" K' I9 E ~S-5! k4 J4 ~! u) }" L
If the Board of Directors does not declare a dividend, or any part thereof, on
# D) p* Z6 Y m- j! Ithe Preferred Shares Series 19 on or before the dividend payment date for a
O# ]$ K W7 W9 k0 x, iparticular quarter, then the entitlement of the holders of the Preferred
; d' ]( r% ~9 CShares Series 19 to receive such dividend, or to any part thereof, for such
1 q" m+ R- r' F- s8 a* Mquarter will be forever extinguished.' Y1 V! T5 t* x0 ]$ W2 k) N+ S3 i
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the: `# B9 ~- z+ u. g/ h
Superintendent and to the provisions described below under the heading1 C7 X" y) O: n8 U) c2 _
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
: O! W% A; h }- T/ m- @Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,; j2 c1 x9 ^% w9 M# p
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all0 G5 |9 e- B- C
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
3 q$ F: [0 v4 {. P# c& c/ y" ?option without the consent of the holder, by the payment of an amount in& q1 |" ]8 |7 O& P- K4 `
cash for each such share so redeemed of (i) $25.00 together with all declared
" n7 f, l% s6 F# h" o6 dand unpaid dividends to the date fixed for redemption in the case of; n( j6 I" P! h$ @4 k% Z4 z
redemptions on February 25, 2019 and on February 25 every five years1 B- B8 t* l( Y, x) }
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to! b7 R) f' _6 O. t2 B, W1 `
the date fixed for redemption in the case of redemptions on any other date9 \0 R. i/ u8 Q, q
on or after February 25, 2014.
' H8 ~! a- \! C, `7 E* FConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic% V$ z3 V7 i0 |$ S n
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have8 N7 S ^, B7 J/ ^) a) P- C
the right, at their option, to convert, on February 25, 2019 and on
2 R6 R, r- Q3 a8 GFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
7 y& e0 }( N2 \8 g& e2 eor all of their Preferred Shares Series 19 into an equal number of Preferred
3 a' r5 D* B7 @) NShares Series 18 upon giving to the Bank written notice thereof not earlier
, a1 b/ i% y! Vthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the; n5 J4 [' y& L% T9 H- _! C
15th day preceding, a Series 19 Conversion Date.
5 B( p H8 E' u Y) ?Automatic Conversion If the Bank determines, after having taken into account all shares tendered
, v; ^. Z; e# u1 Z' B KProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
2 z* z. i6 y$ `+ \- D/ ESeries 18, as the case may be, that there would be outstanding on such
( z4 s/ f7 k8 o" j! k6 m' tSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,3 @# x3 J: O: ~2 F
such remaining number of Preferred Shares Series 19 will automatically be
: |5 z& ^3 j1 G( P* Pconverted on such Series 19 Conversion Date into an equal number of% C' X, {" \3 H$ S9 }5 i" W
Preferred Shares Series 18. Additionally, if the Bank determines that, after
% O8 R* C/ H- ~& Mconversion, there would be outstanding on such Series 19 Conversion Date
T! I4 t7 X4 l. n9 tless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares: n0 C5 y# X: }! g" ^
Series 19 will be converted into Preferred Shares Series 18.$ {. c/ x) c0 W+ Q: }' \
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. w& N3 u' ?5 S e# eSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
/ E2 G8 i( r) F- g( Z$ tany meeting of the shareholders of the Bank unless and until the first time at' v4 ?' u7 r9 Y: J+ k% ~; b* v& q. [3 }
which the Board of Directors has not declared the whole dividend on the' G5 ^0 G5 k6 i0 O
Preferred Shares Series 19 in any quarter. In that event, subject as
* W% F4 Z e+ ?# J0 dhereinafter provided, the holders of Preferred Shares Series 19 will be6 C3 m4 L3 K3 K7 O
entitled to receive notice of, and to attend, meetings of shareholders at which
6 m+ |; |8 @& z& s7 idirectors of the Bank are to be elected and will be entitled to one vote for
1 a5 y; B% q2 \, L! g5 Ieach Preferred Share Series 19 held. The voting rights of the holders of the
1 |# P/ J- Z) f" x" n! fPreferred Shares Series 19 will forthwith cease upon payment by the Bank of. l, k8 Q; H) ]& d% u
the first dividend on the Preferred Shares Series 19 to which the holders are
4 l& ?# s6 k; i, R7 t Fentitled thereunder subsequent to the time such voting rights first arose until
, n8 {; C3 S5 Y% B+ X$ wsuch time as the Bank may again fail to declare the whole dividend on the
7 e" L; C9 s0 D4 E( \Preferred Shares Series 19 in respect of any quarter, in which event such
- F' w% H, G3 `1 h0 L* g' B/ tvoting rights will become effective again and so on from time to time.
9 X/ ?) }1 B, Z! H7 CS-67 W8 T& M. Q+ t- ]5 A$ n7 A
Priority: The preferred shares of each series of the Bank will rank on a parity with0 ~( [; P' G1 j3 m
every other series and are entitled to preference over the common shares of
- n* ?3 z& Y0 q; xthe Bank and over any other shares of the Bank ranking junior to the
% k( Y% Y- h; ~3 L, I/ L! npreferred shares with respect to the payment of dividends and upon any* B; J' L( w- R" V' E
distribution of assets in the event of the liquidation, dissolution or# N) w' Q/ b+ ?. A# \) j
winding-up of the Bank.9 P5 B. i4 M1 Q
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under4 U) u% Y" }4 x
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares4 B8 ~8 o6 _: Y) N" r3 h& n6 ]
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
9 d4 H$ \, O6 C1 M8 sdividends received on such shares under Part IV.1 of such Act. |
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