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发表于 2008-11-29 16:58
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下面是BMO的:9 x$ M; y$ R: c, o# G9 u' r
SUMMARY OF THE OFFERING
; [" V" t1 q* I' o9 MThis 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’’.
% j2 p* }" c$ f! r, DIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.: y/ ?8 K( D }( {4 z
Amount: $150,000,000 (6,000,000 shares).4 d' ~1 y5 q6 q
Price and Yield: $25.00 per share to yield initially 6.50% per annum.' B T5 V) E: A! S. [- [
Principal Characteristics of the Preferred Shares Series 18
' {8 R$ _4 _# y- IDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
/ S5 Q2 k5 I6 i) f' Xnon-cumulative preferential cash dividends, as and when declared by the
2 I+ ], j' k+ M$ a. ~Board of Directors, subject to the provisions of the Bank Act, for the initial v9 f) W! P# `
period commencing on the closing date and ending on and including
" W( T; w A( w$ @February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the% b" f2 V3 P9 R* e, }
25th day of February, May, August and November in each year, at a rate2 X; |' |, `/ N$ O* v7 T1 A
equal to $0.40625 per share. The initial dividend, if declared, will be payable: ^' P% t) G$ L2 `, D. o
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
$ x) K# W3 F/ E# Vdate of December 11, 2008.
- K5 y8 Q* e H' A, @1 c3 I7 C7 vFor each five-year period after the Initial Fixed Rate Period (each, a
0 Z0 b9 h1 w7 c& P‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
2 ]2 F! n* P' C& [Series 18 will be entitled to receive fixed non-cumulative preferential cash/ P7 C8 a' n1 o
dividends, as and when declared by the Board of Directors, subject to the8 q% \5 R2 M( U, s- F ?
provisions of the Bank Act, payable quarterly on the 25th day of February,+ r- l" b: g1 F1 I7 L
May, August and November in each year, in the amount per share per annum
' ?( M3 j7 j: t$ H) ?determined by multiplying the Annual Fixed Dividend Rate applicable to
; C, E9 X) r0 j; X' {' M, h# qsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
* H6 ^- V) W6 B3 {7 l% uRate for the ensuing Subsequent Fixed Rate Period will be determined by the
0 ^* x. f4 E' d! ], m0 o: b1 q' pBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
9 j; H6 [+ v( _' }of such Subsequent Fixed Rate Period and will be equal to the sum of the
' `5 q7 r5 t0 t; O* mGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
- V$ C! W4 ?* i% t( {2 @2 [plus 3.83%.* x7 U- {4 d. |' I! l0 N
If the Board of Directors does not declare a dividend, or any part thereof, on
+ s. ^7 k) C# B/ {' v5 u* e$ Wthe Preferred Shares Series 18 on or before the dividend payment date for a
. Z }& `, Y/ ?) sparticular quarter, then the entitlement of the holders of the Preferred
8 z' T( R5 x2 z9 \" SShares Series 18 to receive such dividend, or to any part thereof, for such
' }! R& x; k3 c& ^6 _* N- _& r6 oquarter will be forever extinguished.% @8 x2 T5 N) [
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the! ~4 }, h8 i J/ ?! O$ c$ P
Superintendent and to the provisions described below under ‘‘Details of the
, L& n8 ^6 B5 XOffering — Certain Provisions of the Preferred Shares Series 18 as a5 l5 Z* x7 {9 H. {; j
Series — Restrictions on Dividends and Retirement of Shares’’, on. ?, W7 W" Q% a
February 25, 2014 and on February 25 every five years thereafter, on not, W9 n# ], a- G/ J# K- e" e
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
$ G* K+ `9 f& A/ Q1 P5 X) Dpart of the then outstanding Preferred Shares Series 18, at the Bank’s option; V( i1 }* T0 ^: B) P: ^
without the consent of the holder, by the payment of an amount in cash for
& B& c3 a. K- g$ S( d3 g2 yeach such share so redeemed of $25.00 together with all declared and unpaid
; D. v7 u7 a, v9 A2 [9 g; m, ~dividends to the date fixed for redemption.' P; _9 b% C; r8 n. K& Y3 m. y
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic1 G. {) \1 D x
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have6 Z8 u6 _( V# H$ `6 L3 L
the right, at their option, to convert, on February 25, 2014 and on. E& n O+ h8 r5 Q* i3 `
S-4% o. h q7 V B1 g0 o+ |
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
9 i7 y8 i% P0 k( l5 x, qor all of their Preferred Shares Series 18 into an equal number of Preferred8 {$ d3 p' m& Y9 M l0 g
Shares Series 19 upon giving to the Bank notice thereof not earlier than/ R. K# f+ Q1 U7 r% r: s# M
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day( E5 r! s) [0 u" |! u
preceding, a Series 18 Conversion Date.- B4 f# d# g& T/ h; ]2 ]: j
Automatic Conversion If the Bank determines, after having taken into account all shares tendered3 y' ^& u- P7 ~4 |8 H7 [+ x# ?
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares+ E6 ^- j3 ]# j* z& k; a P' @
Series 19, as the case may be, that there would be outstanding on such2 t3 l# ^' h d8 F9 W, i; s) Z8 w
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,4 B* l* A5 Y4 v% h% g2 [" f
such remaining number of Preferred Shares Series 18 will automatically be' Y+ F6 p8 v& F7 i, y' o
converted on such Series 18 Conversion Date into an equal number of
$ P, A. Z( g1 X! n- O7 h/ PPreferred Shares Series 19. Additionally, if the Bank determines that, after" D* s1 z3 W& C7 T3 ]0 P$ v/ `, J# ?
conversion, there would be outstanding on such Series 18 Conversion Date* _% e$ H3 x: S5 A
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
9 d6 m4 }* B* l' g# V# F' oSeries 18 will be converted into Preferred Shares Series 19./ o8 c+ f# h+ O, i+ v- Z: R7 Y7 _
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares& V0 h& s. o1 A3 L ?8 r2 W s0 S
Series 18 will not be entitled as such to receive notice of, attend, or vote at,2 I8 o4 R" T. `6 L, x3 L5 {
any meeting of the shareholders of the Bank unless and until the first time at$ F+ f' V( |% C4 q
which the Board of Directors has not declared the whole dividend on the
- Z+ M. `1 G U. R7 b% E" j$ ~" t$ sPreferred Shares Series 18 in any quarter. In that event, subject as
F8 e1 `. ~) G2 B# S A, J Nhereinafter provided, the holders of Preferred Shares Series 18 will be
: z2 L8 E! S) Xentitled to receive notice of, and to attend, meetings of shareholders at which
1 Q# T7 M0 c, X$ @4 c$ P0 O4 Wdirectors of the Bank are to be elected and will be entitled to one vote for
* S4 ]2 B. L: t4 j- I2 E& peach Preferred Share Series 18 held. The voting rights of the holders of the
' w3 i9 P# U8 t/ p3 tPreferred Shares Series 18 will forthwith cease upon payment by the Bank of' F* u9 d4 r% a3 x$ ]
the first dividend on the Preferred Shares Series 18 to which the holders are
, R8 f3 a* |0 mentitled thereunder subsequent to the time such voting rights first arose until! _; b ]. o- ]* c$ {+ \" v) Q+ b
such time as the Bank may again fail to declare the whole dividend on the
9 K z0 N- d9 |. ~( ]4 rPreferred Shares Series 18 in respect of any quarter, in which event such) V( ^5 A0 w: [; k& p# s" }
voting rights will become effective again and so on from time to time.
7 z2 Z1 S! u+ NPrincipal Characteristics of the Preferred Shares Series 19 A5 @- u$ b+ V" h" V* \) ~
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive% f) V) [" m z3 Q& w
floating rate non-cumulative preferential cash dividends, as and when8 t K4 }) Y) r# W# s2 n6 t
declared by the Board of Directors, subject to the provisions of the Bank Act,) C* \3 S4 i" S4 @
payable quarterly on the 25th day of February, May, August and November" F+ ~3 w7 R' T) @+ t8 f. ?6 [0 h
in each year, in the amount per share determined by multiplying the
7 o u5 v6 \, T6 Lapplicable Quarterly Floating Dividend Rate by $25.00./ B# W# Y4 R6 @: M$ L3 K
On the 30th day prior to the commencement of the initial quarterly dividend. A& K7 t4 P+ T4 C7 ~
period beginning on February 25, 2014, and on the 30th day prior to the first2 U( `; `& u# r* S
day of each subsequent quarterly dividend period (the initial quarterly
) h6 U3 q6 J8 R5 I/ Odividend period and each subsequent quarterly dividend period is referred to
; n" y y/ r/ H3 Fas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
% c3 s6 d2 R( q& u, d, LQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
4 P: V( N6 h% B0 G9 J mPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the5 H. G" s8 X- M5 A' ^
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days+ M3 t& ]( N8 F+ l2 |
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
- U m1 ~" u- ?( ~1 m6 }5 `5 F/ Bdetermined on the 30th day prior to the first day of the applicable Quarterly/ j" x, R# S8 |- K$ S3 n) m. ?3 A! ]
Floating Rate Period.
# [" y$ |" U4 O7 ^8 \S-51 R0 Q0 u+ k; s/ z4 }: g) }2 d: w
If the Board of Directors does not declare a dividend, or any part thereof, on
8 X" a( \6 v: j* n' [, Ethe Preferred Shares Series 19 on or before the dividend payment date for a
4 C. \0 ?; ^+ D) E0 t$ Sparticular quarter, then the entitlement of the holders of the Preferred5 ^; J5 P) I% R @. X
Shares Series 19 to receive such dividend, or to any part thereof, for such
' ~$ K s% y! X m! q7 E. squarter will be forever extinguished.
5 O) Y0 P: ^# RRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
1 b" [) R$ d F* E( O% H& @0 B' f* X9 }Superintendent and to the provisions described below under the heading# Y4 N5 h5 G) M+ j& m' h
‘‘Details of the Offering — Certain Provisions of the Preferred Shares% \" y* N" H0 \
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,7 B; q6 K% ]0 t9 ?
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
( i2 r' t6 g+ E0 ~! B8 eor any part of the then outstanding Preferred Shares Series 19, at the Bank’s* ~: s: I9 q- l& z1 I0 C
option without the consent of the holder, by the payment of an amount in
% x: _0 [' ~- `. H2 \: Qcash for each such share so redeemed of (i) $25.00 together with all declared
: Z7 ]7 R+ q& N% o8 Yand unpaid dividends to the date fixed for redemption in the case of$ U! G* D8 C+ u& O. V
redemptions on February 25, 2019 and on February 25 every five years
1 K, d& F" u& n1 u1 C# X% i& s) ^thereafter, or (ii) $25.50 together with all declared and unpaid dividends to' J9 o3 z8 m% f) g
the date fixed for redemption in the case of redemptions on any other date
. ~/ z4 V2 U j+ A+ e3 A8 ron or after February 25, 2014.9 W& C& C) i) w8 m2 [& r4 m4 Q
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
8 U; e# Z5 b# N; RShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have, [$ e0 o1 |# x" g$ l7 E' L+ j; K
the right, at their option, to convert, on February 25, 2019 and on
% u' m* {5 e* h5 j# J0 {% VFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any1 |, O1 I$ L7 }% t: k
or all of their Preferred Shares Series 19 into an equal number of Preferred+ M6 ?/ a9 p; h; x9 Q
Shares Series 18 upon giving to the Bank written notice thereof not earlier
2 T6 Z( I8 ^/ qthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the- q$ U. f {* V+ W! |% k* h
15th day preceding, a Series 19 Conversion Date., e8 }8 ~% }! C
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
4 K0 r, H) _' @! }) @7 x3 CProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
- E$ C8 W1 g) p d: n5 p# z5 I( qSeries 18, as the case may be, that there would be outstanding on such
* h ~" g8 r( G2 @, VSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
5 _! H7 X$ i9 V2 }such remaining number of Preferred Shares Series 19 will automatically be
" H( E, c' D s' i3 z0 h: Dconverted on such Series 19 Conversion Date into an equal number of- L8 n* P7 i) @+ u: x
Preferred Shares Series 18. Additionally, if the Bank determines that, after1 \) ]4 t- z6 x6 i ^. T
conversion, there would be outstanding on such Series 19 Conversion Date- [, U6 N( h, U, T u" T8 w; \
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
# S4 Y+ `9 L& F: ?1 H6 T/ FSeries 19 will be converted into Preferred Shares Series 18.8 V3 f' G; e/ l1 h
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
" g9 |! A( `) I( c% N& HSeries 19 will not be entitled as such to receive notice of, attend, or vote at,! T4 a; c7 l f4 Q! m
any meeting of the shareholders of the Bank unless and until the first time at
( L0 O% p v8 V4 I* hwhich the Board of Directors has not declared the whole dividend on the
% s0 c& } H- H, i2 EPreferred Shares Series 19 in any quarter. In that event, subject as$ J b/ v7 u' y B: `
hereinafter provided, the holders of Preferred Shares Series 19 will be% p5 U8 M @: R3 @
entitled to receive notice of, and to attend, meetings of shareholders at which6 q; Y3 Q5 o0 R' `- }( z4 e
directors of the Bank are to be elected and will be entitled to one vote for
! O1 q3 O, ]/ D, m& ueach Preferred Share Series 19 held. The voting rights of the holders of the
7 {8 t8 N4 C! F9 tPreferred Shares Series 19 will forthwith cease upon payment by the Bank of% L- w0 V% k! i9 Y7 i; B. S7 X! ]% H
the first dividend on the Preferred Shares Series 19 to which the holders are
- N/ [5 q5 s# p% `1 ~entitled thereunder subsequent to the time such voting rights first arose until
2 K, L) W& K: @. ^; u; ]( Ssuch time as the Bank may again fail to declare the whole dividend on the
+ P6 ?& e7 Q+ \+ o/ h2 s* oPreferred Shares Series 19 in respect of any quarter, in which event such$ X3 {) Q- @, i& v0 e
voting rights will become effective again and so on from time to time.
) ^% Q7 d$ Y l, f0 p1 F4 TS-6- Q3 W0 Z6 L. I
Priority: The preferred shares of each series of the Bank will rank on a parity with
2 ]+ d4 a9 ]8 d" [* j/ j% M' ^* qevery other series and are entitled to preference over the common shares of) A4 G1 I5 H: H7 v5 U
the Bank and over any other shares of the Bank ranking junior to the
; C y/ P7 |/ R) f# d" ipreferred shares with respect to the payment of dividends and upon any& S# v* n0 X+ R5 ]! e5 c
distribution of assets in the event of the liquidation, dissolution or
4 K9 k0 i$ f0 Owinding-up of the Bank.5 ], a# V2 E# v
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under2 Y5 L$ F% E' Q; g" E3 |
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
2 y/ c7 [1 r1 G& V- B1 U2 @Series 18 and Preferred Shares Series 19 will not be required to pay tax on) r# X6 u" o3 }3 u
dividends received on such shares under Part IV.1 of such Act. |
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