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发表于 2008-11-29 16:58
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下面是BMO的:1 O* I4 B. D: N, I: M# m* J
SUMMARY OF THE OFFERING
. @; w" y0 \% 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’’.
6 q, A3 R8 d% Z, YIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.4 ~2 j( r# X" o, i% ~ J
Amount: $150,000,000 (6,000,000 shares).
' H! {: O A d5 j0 L1 mPrice and Yield: $25.00 per share to yield initially 6.50% per annum.& _( o: I9 ]) R$ |
Principal Characteristics of the Preferred Shares Series 18
1 a/ ^$ N0 V- B8 O/ O0 fDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
1 D" P5 w3 ?7 {- w" `/ Vnon-cumulative preferential cash dividends, as and when declared by the( D6 s2 l7 P) w5 _( z8 E+ P
Board of Directors, subject to the provisions of the Bank Act, for the initial
$ }" g1 M# {4 @period commencing on the closing date and ending on and including
' R1 B4 S: ^( |& @5 iFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
& u4 h+ N" P3 L25th day of February, May, August and November in each year, at a rate a7 u4 `* X# `$ y: Q* H6 Y
equal to $0.40625 per share. The initial dividend, if declared, will be payable0 w/ @- a0 k6 X' R/ f
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing7 g! J# U/ B# Z( |7 t
date of December 11, 2008.
$ P* B! Z- G2 f. xFor each five-year period after the Initial Fixed Rate Period (each, a
3 F2 Y; E: P! M7 j+ e: Q, I‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares2 ~2 @: [5 F5 _( W- |, c5 i. d* M
Series 18 will be entitled to receive fixed non-cumulative preferential cash
8 o. f! C) @- J/ V3 s. q* X9 f0 n2 Fdividends, as and when declared by the Board of Directors, subject to the
3 o2 L& F+ L* Iprovisions of the Bank Act, payable quarterly on the 25th day of February,
" C ~; }/ v* X' b, M. \May, August and November in each year, in the amount per share per annum9 E5 G$ M9 s* J7 ]( M5 {
determined by multiplying the Annual Fixed Dividend Rate applicable to
0 Q( u$ s- y3 W* q2 {# Psuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
6 o3 b1 L! {1 ~/ ARate for the ensuing Subsequent Fixed Rate Period will be determined by the: z. e4 U0 C7 i2 p8 ^
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
: `" a' n& n( _9 O+ m, y! ]of such Subsequent Fixed Rate Period and will be equal to the sum of the3 @/ m o9 I/ W$ b( t- F5 B
Government of Canada Yield on the applicable Fixed Rate Calculation Date
/ j7 J- g: s; C! aplus 3.83%.6 N. u. x/ [ Y; _
If the Board of Directors does not declare a dividend, or any part thereof, on; H; [( ]0 p" e w5 \
the Preferred Shares Series 18 on or before the dividend payment date for a' T4 J2 M1 e2 @2 r/ ?
particular quarter, then the entitlement of the holders of the Preferred# H: n* {2 |. X% [6 [6 ~
Shares Series 18 to receive such dividend, or to any part thereof, for such, f8 S7 S* J J% [1 X
quarter will be forever extinguished.
- k# P2 O* v- uRedemption: Subject to the provisions of the Bank Act and to the prior consent of the) |4 b. |; q5 _1 {$ ]5 H! |
Superintendent and to the provisions described below under ‘‘Details of the
/ V' e# l9 A* \Offering — Certain Provisions of the Preferred Shares Series 18 as a
5 G: s0 p+ b: f1 r* eSeries — Restrictions on Dividends and Retirement of Shares’’, on! _8 f1 T! ^% J
February 25, 2014 and on February 25 every five years thereafter, on not
+ k# o. I6 m) f. q2 U& U9 _more than 60 nor less than 30 days’ notice, the Bank may redeem all or any+ V3 u, U9 }4 o4 H( p& F
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
; p/ k' F6 n2 x5 {without the consent of the holder, by the payment of an amount in cash for S+ Q" Z9 h; P, P
each such share so redeemed of $25.00 together with all declared and unpaid
7 S& |0 w8 R* I9 ]1 fdividends to the date fixed for redemption.
* ?- Q, } \( x# U0 ^( M5 ^Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
( A4 n& D3 }7 Y: Q* g3 yShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have- Z$ H/ w1 W" p9 Y4 b
the right, at their option, to convert, on February 25, 2014 and on
7 ~# ?4 S9 _ `S-4- L4 F& n4 v+ F. u @' Z# I
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any+ B4 l' ?* K( d; H) B- d
or all of their Preferred Shares Series 18 into an equal number of Preferred+ {. L4 I, _9 \; Z
Shares Series 19 upon giving to the Bank notice thereof not earlier than
( O7 D9 h' @5 Z30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day- ]* @, n5 T( }+ Q% P! s' Y. g
preceding, a Series 18 Conversion Date.
& o/ u- h, F7 S) Q: {2 d3 [Automatic Conversion If the Bank determines, after having taken into account all shares tendered
9 Y( k6 n4 x8 f( k% GProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares8 S2 h/ e$ |* e5 z
Series 19, as the case may be, that there would be outstanding on such8 G, Z) r9 S% H" k
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
e! W- h ]6 v, A! rsuch remaining number of Preferred Shares Series 18 will automatically be3 U( i, f2 U: j5 v* S5 G+ S
converted on such Series 18 Conversion Date into an equal number of }5 ]' L7 y6 _* `# F: o
Preferred Shares Series 19. Additionally, if the Bank determines that, after
* F' n" k' e; n+ c7 c7 h$ Qconversion, there would be outstanding on such Series 18 Conversion Date
! u4 O. h5 Y& c5 W2 N2 v! F+ l& tless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
( H, w9 e' ?2 C: a0 dSeries 18 will be converted into Preferred Shares Series 19.- } f* N4 W( G/ [ y' E
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares: Y! d, ~" O" I. l! _" c
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
2 u* F. c# d, a. W( hany meeting of the shareholders of the Bank unless and until the first time at! M' D, ^* |5 _5 Q# H7 ^7 B0 c+ @
which the Board of Directors has not declared the whole dividend on the
. F/ e. P$ m: n d: A! JPreferred Shares Series 18 in any quarter. In that event, subject as* s4 S2 _) P5 F- d* B! c
hereinafter provided, the holders of Preferred Shares Series 18 will be; E% |: h3 Q M
entitled to receive notice of, and to attend, meetings of shareholders at which
' q1 @) |4 i$ D! @% r, odirectors of the Bank are to be elected and will be entitled to one vote for- O$ @! w8 k: k4 M. s# o/ r: b6 A
each Preferred Share Series 18 held. The voting rights of the holders of the
% l; [0 I( L/ P3 qPreferred Shares Series 18 will forthwith cease upon payment by the Bank of" t6 z" E' q7 c3 j* W
the first dividend on the Preferred Shares Series 18 to which the holders are! A+ \2 w$ h! B3 z, y1 t
entitled thereunder subsequent to the time such voting rights first arose until
" S5 N; N+ v0 x) f: M6 V. u% t; Bsuch time as the Bank may again fail to declare the whole dividend on the
) q$ l8 W( N: @1 S, K: S# e7 H2 FPreferred Shares Series 18 in respect of any quarter, in which event such
( w% ?$ e0 c5 ~# \voting rights will become effective again and so on from time to time.
2 @9 G+ Y# j. S' {6 |% LPrincipal Characteristics of the Preferred Shares Series 19
( y7 a3 l: p+ TDividends: The holders of the Preferred Shares Series 19 will be entitled to receive/ l7 k$ g3 [& ~* a7 }/ n
floating rate non-cumulative preferential cash dividends, as and when
) p/ ?7 M3 z! V4 ideclared by the Board of Directors, subject to the provisions of the Bank Act," |/ e) o# D" H
payable quarterly on the 25th day of February, May, August and November, a# R# h$ L s8 b3 Z8 Q6 U3 F
in each year, in the amount per share determined by multiplying the
: |7 W1 D' t( b/ kapplicable Quarterly Floating Dividend Rate by $25.00.
8 O) [7 c Q4 h3 d9 ]/ [/ D1 cOn the 30th day prior to the commencement of the initial quarterly dividend
4 J* W# _4 O3 w; g1 {- [period beginning on February 25, 2014, and on the 30th day prior to the first, G5 m) R- E4 H9 f
day of each subsequent quarterly dividend period (the initial quarterly
3 z/ v3 t- W6 ^/ tdividend period and each subsequent quarterly dividend period is referred to# R3 F4 G* I N: T z
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the# h! |( P$ ~8 ?0 w3 G
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate+ [: ?1 A+ V2 C' d2 m; T3 k: O
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the; M( ^: P/ Y1 C& [% H% x
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days. j3 K4 l4 v; n5 Y2 |1 s
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
( {4 b% G A9 n" H2 k/ c* a3 jdetermined on the 30th day prior to the first day of the applicable Quarterly
. Z4 N- O, x4 eFloating Rate Period.1 g7 n0 k. z! q# u
S-5
5 ]% m4 u9 z- h# ?+ z* ?If the Board of Directors does not declare a dividend, or any part thereof, on
2 N) S( |- z- L# d9 R2 Fthe Preferred Shares Series 19 on or before the dividend payment date for a
2 n9 Y! j/ X9 `: q7 Aparticular quarter, then the entitlement of the holders of the Preferred
Z8 `+ H& [- IShares Series 19 to receive such dividend, or to any part thereof, for such
- K' t$ n* O' q2 y; oquarter will be forever extinguished.
0 K. [) C1 Z5 M9 cRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
0 i2 [; Q" }3 z* A" y( |- [# l9 SSuperintendent and to the provisions described below under the heading
, p& P* P0 C0 q0 ~) t‘‘Details of the Offering — Certain Provisions of the Preferred Shares
; ~5 A) ~ P& M" x- I( V2 pSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,* T7 Q; Q& p+ h
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
! k$ j2 o1 b( B3 ]3 ror any part of the then outstanding Preferred Shares Series 19, at the Bank’s
6 Q2 p+ p6 k) m) D" @( soption without the consent of the holder, by the payment of an amount in
* T/ f: m$ D) Y a# Z( Y$ Tcash for each such share so redeemed of (i) $25.00 together with all declared
# ]- w) Y! [2 n2 e$ p- Vand unpaid dividends to the date fixed for redemption in the case of" }! T7 Y5 J) B. ^/ y
redemptions on February 25, 2019 and on February 25 every five years
. D6 ^2 M( X; e! f3 P# Sthereafter, or (ii) $25.50 together with all declared and unpaid dividends to5 B, s4 S" |+ r6 @
the date fixed for redemption in the case of redemptions on any other date1 e/ L* e9 j" Y0 x& o3 U
on or after February 25, 2014.
/ z7 C$ r! G5 I" AConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic6 _9 r7 Z; m' \7 ?. p+ S( d; q
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
2 K, \+ E* i6 H Zthe right, at their option, to convert, on February 25, 2019 and on/ o, v- E: e! h2 J n
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
) j$ M, m2 E8 K9 v9 f+ D( H- Y. gor all of their Preferred Shares Series 19 into an equal number of Preferred
5 ~7 g. u/ l0 a# [7 U$ BShares Series 18 upon giving to the Bank written notice thereof not earlier. F" i6 |) Q4 p' z! e
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the# D- Q! ~+ [$ U" a* _' u
15th day preceding, a Series 19 Conversion Date.
% C# W+ E5 a: `( iAutomatic Conversion If the Bank determines, after having taken into account all shares tendered5 C" K" L% D( e! J$ Y
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares5 O# @- v' Y( p& G0 B, W/ ~3 [
Series 18, as the case may be, that there would be outstanding on such
3 x, `) o' o: X+ x9 rSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
; J7 b7 t9 D) Qsuch remaining number of Preferred Shares Series 19 will automatically be' [6 D5 v# h" D: L/ Z
converted on such Series 19 Conversion Date into an equal number of: k; y6 \+ P1 }% ~
Preferred Shares Series 18. Additionally, if the Bank determines that, after# |6 Z* r, |0 _
conversion, there would be outstanding on such Series 19 Conversion Date
1 {2 r8 b2 A9 `) E, f3 Mless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares6 k" t9 G3 G% o
Series 19 will be converted into Preferred Shares Series 18.$ d2 _+ o0 f# o$ `, R2 ^
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
/ h. b) S: s* \Series 19 will not be entitled as such to receive notice of, attend, or vote at,; N8 A2 b j+ D9 j5 M- J
any meeting of the shareholders of the Bank unless and until the first time at
p8 O! d+ J5 L% ]which the Board of Directors has not declared the whole dividend on the
% l" Z5 x$ `' v) [Preferred Shares Series 19 in any quarter. In that event, subject as0 o4 Z0 W& [6 |2 @6 w6 Z
hereinafter provided, the holders of Preferred Shares Series 19 will be, D2 ^2 D- l! Q+ S; S
entitled to receive notice of, and to attend, meetings of shareholders at which4 p; F9 ?* D) U9 Z
directors of the Bank are to be elected and will be entitled to one vote for
4 O' g0 F5 ?6 i) neach Preferred Share Series 19 held. The voting rights of the holders of the: u6 ^' i5 k% X ?; g4 {: x
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of1 c9 ?! Z1 |. M4 o
the first dividend on the Preferred Shares Series 19 to which the holders are
, T$ t+ u$ ^0 ]2 o0 jentitled thereunder subsequent to the time such voting rights first arose until" k. c) ?6 j9 S: I
such time as the Bank may again fail to declare the whole dividend on the0 K' r8 b1 d$ f. ?# g8 a5 k
Preferred Shares Series 19 in respect of any quarter, in which event such: D0 q2 p/ A/ D; I
voting rights will become effective again and so on from time to time.
: l7 ^3 C/ m3 GS-6
& e0 h5 R: N! g8 j) v7 y" tPriority: The preferred shares of each series of the Bank will rank on a parity with5 ^! g/ Q# ], p; {+ Y
every other series and are entitled to preference over the common shares of
" D' L% o( S9 X. Sthe Bank and over any other shares of the Bank ranking junior to the
" A, b- O" E) {9 U% H) epreferred shares with respect to the payment of dividends and upon any' w# A0 v+ \% @
distribution of assets in the event of the liquidation, dissolution or
. f5 Y4 O! T( X7 S4 P0 Mwinding-up of the Bank.' Q# G; q8 A0 Y6 f' [6 s' N
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under7 H- w& U9 @4 f
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
& ~" r. \! R/ i, c. rSeries 18 and Preferred Shares Series 19 will not be required to pay tax on# V' `, c) y6 @
dividends received on such shares under Part IV.1 of such Act. |
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