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发表于 2008-11-29 16:58
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下面是BMO的:7 o: ?5 ?6 {6 D
SUMMARY OF THE OFFERING; p# D( a* o+ y# O* A" n. J; d
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’’.
4 B2 H0 `9 A0 v3 e5 I! |. UIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
5 o- H! l; l8 V$ o( n: dAmount: $150,000,000 (6,000,000 shares).5 h8 n( u& @) T; w' j
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
5 P! W# O* @: Q* I0 ?% w0 FPrincipal Characteristics of the Preferred Shares Series 180 |6 m! K( U4 t: G; B0 h7 f
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed2 e2 y3 Z0 S; W3 D+ b% p0 Y y6 {9 i
non-cumulative preferential cash dividends, as and when declared by the O3 J/ ?" K& [5 e# E" B0 ?! N- u
Board of Directors, subject to the provisions of the Bank Act, for the initial& c" N; o& B0 P3 w' Z( n
period commencing on the closing date and ending on and including3 E( `" K, a" h! V5 t
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
4 ^! S- m. s9 _, A25th day of February, May, August and November in each year, at a rate
+ y5 }* L& E3 Nequal to $0.40625 per share. The initial dividend, if declared, will be payable! ^2 g5 _1 [: Q! ] k8 ~
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
4 u+ e2 O y; r8 Tdate of December 11, 2008.
% T8 x9 O/ d7 Z2 A1 s% EFor each five-year period after the Initial Fixed Rate Period (each, a
: R$ A7 [3 h5 U! w; Y: ^' Z‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
$ W6 I" ^# g: ySeries 18 will be entitled to receive fixed non-cumulative preferential cash
. _) i2 w( x) Y( S1 _, {9 \dividends, as and when declared by the Board of Directors, subject to the0 P7 S# A% r% M! |% j6 p; k
provisions of the Bank Act, payable quarterly on the 25th day of February,
$ R# V& A, C' y% ?* ?! [May, August and November in each year, in the amount per share per annum
" D% f6 I7 L1 @: O; ]8 u4 ?determined by multiplying the Annual Fixed Dividend Rate applicable to
L; e' e2 @: g8 U; Jsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend$ N4 U! }9 _- U9 K; o' x* t- z$ @
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the6 J( ]- h4 V9 j4 A7 J6 q$ M& M
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day+ h$ x, }- p9 w- _
of such Subsequent Fixed Rate Period and will be equal to the sum of the
2 L% @* H' D, T, @+ Q+ D2 T. m, w; PGovernment of Canada Yield on the applicable Fixed Rate Calculation Date# t& h+ S' ?+ d& O; e" c$ \
plus 3.83%.) \1 F0 F" x6 G1 i( R( Y$ m
If the Board of Directors does not declare a dividend, or any part thereof, on
) |. W- O, y0 g& I! p* T' ]0 athe Preferred Shares Series 18 on or before the dividend payment date for a4 P, k1 s$ W/ X. o
particular quarter, then the entitlement of the holders of the Preferred
8 T1 |! @ i3 X6 H |5 iShares Series 18 to receive such dividend, or to any part thereof, for such9 Z, Z. G* E' g8 d) t3 N
quarter will be forever extinguished.
: F9 j# M8 a' U, q P) qRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
# D; o D7 e+ Y' ~8 J2 Q" D' hSuperintendent and to the provisions described below under ‘‘Details of the: @% u2 f7 _" s; ]: r6 |) v9 f8 ?9 G
Offering — Certain Provisions of the Preferred Shares Series 18 as a9 Q. n% b. R! q5 g
Series — Restrictions on Dividends and Retirement of Shares’’, on
, T. I3 Q; P# K0 cFebruary 25, 2014 and on February 25 every five years thereafter, on not
% ^, w8 E+ b$ G3 t7 L% D2 Bmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
3 |3 k8 }5 ~/ m- S) J2 Ypart of the then outstanding Preferred Shares Series 18, at the Bank’s option- D( ]8 b4 W4 s; r
without the consent of the holder, by the payment of an amount in cash for+ f* }7 r( {; K( V- v- v
each such share so redeemed of $25.00 together with all declared and unpaid- h6 }9 m/ y2 H, q
dividends to the date fixed for redemption.5 [& W. E1 S2 q- [1 l
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
8 N3 q* R% y: g$ _; d. nShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have; W3 j" c- l9 A- l, T- I
the right, at their option, to convert, on February 25, 2014 and on4 ]# ~+ A5 s1 P! @/ {0 Y' D
S-41 C L# A3 |$ ^$ l
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any) x% d7 j$ W9 P: ~0 j1 M3 m
or all of their Preferred Shares Series 18 into an equal number of Preferred4 r" w% h* S4 Y* N3 c: n
Shares Series 19 upon giving to the Bank notice thereof not earlier than
7 }, S! ]' D' a$ X5 K, Z8 J) D30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
# a+ R) b* X0 {) d5 Mpreceding, a Series 18 Conversion Date.
( G) r: k/ I+ W+ a% m# J4 F/ }Automatic Conversion If the Bank determines, after having taken into account all shares tendered
- V; @' L7 u0 }2 |Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares5 G3 ?, {# \3 ~& \9 O( w/ u
Series 19, as the case may be, that there would be outstanding on such
, s- u' N, N- K N/ A r# W/ USeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,# g/ b9 Z% B9 u2 l9 Y3 ^ e* j
such remaining number of Preferred Shares Series 18 will automatically be z# ~. d' }! w' I( l z, @
converted on such Series 18 Conversion Date into an equal number of
8 ~1 p2 {0 b" x- N) ePreferred Shares Series 19. Additionally, if the Bank determines that, after6 r) [5 Q0 ?. G2 L V
conversion, there would be outstanding on such Series 18 Conversion Date5 b B) u- A8 E7 \
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
) z! d/ N7 T; u$ CSeries 18 will be converted into Preferred Shares Series 19. {& c) n/ I4 t* [, Q, S! L
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares# h8 O; k/ H3 u/ A, }
Series 18 will not be entitled as such to receive notice of, attend, or vote at,$ y5 r" r- S7 a' c4 ]
any meeting of the shareholders of the Bank unless and until the first time at
* i5 x( z& e2 c/ dwhich the Board of Directors has not declared the whole dividend on the* g2 h3 h- @" U. [( b5 B$ p3 u2 `
Preferred Shares Series 18 in any quarter. In that event, subject as
( j1 e- y7 w) ihereinafter provided, the holders of Preferred Shares Series 18 will be/ N* ?! W" F+ K. z& ^. S2 b) S/ I' I
entitled to receive notice of, and to attend, meetings of shareholders at which
. E/ x6 I8 N: [, l7 E- Tdirectors of the Bank are to be elected and will be entitled to one vote for
/ I( u: S% f/ o) B- Veach Preferred Share Series 18 held. The voting rights of the holders of the+ ~$ W! E e6 w7 t$ F' N6 C
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
! k: W) @& K% A- [9 y! x6 P5 Cthe first dividend on the Preferred Shares Series 18 to which the holders are
. F7 F+ b5 r* B8 S3 c" aentitled thereunder subsequent to the time such voting rights first arose until V6 K1 H( W* e$ b' d$ b4 H1 @1 y
such time as the Bank may again fail to declare the whole dividend on the
6 _( G+ j6 y2 cPreferred Shares Series 18 in respect of any quarter, in which event such0 ?. \4 I+ t" s1 a$ i1 v
voting rights will become effective again and so on from time to time.9 l; u$ L# Z& @9 P5 v" E2 v
Principal Characteristics of the Preferred Shares Series 19
1 k$ C! y" R: q! H6 q; T# cDividends: The holders of the Preferred Shares Series 19 will be entitled to receive) @) Z4 K- t- Q. V4 |, |2 T
floating rate non-cumulative preferential cash dividends, as and when
0 C% j: U' I5 A! w' o$ i ydeclared by the Board of Directors, subject to the provisions of the Bank Act,
% o$ V* E- Y+ _3 Apayable quarterly on the 25th day of February, May, August and November' {4 {0 g6 k" L7 A# {
in each year, in the amount per share determined by multiplying the. g7 M& p2 ?( U3 O$ n
applicable Quarterly Floating Dividend Rate by $25.00.7 g2 }% H, s, D& Z
On the 30th day prior to the commencement of the initial quarterly dividend
) R; P- U) _1 Q% o9 d( i5 _- zperiod beginning on February 25, 2014, and on the 30th day prior to the first. m+ w: C# [" n# b
day of each subsequent quarterly dividend period (the initial quarterly
8 ^$ Y2 B" p; Z% h; Ldividend period and each subsequent quarterly dividend period is referred to. Q, r9 u2 E1 [4 ?
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the1 A* O4 a3 b0 h8 ~! F3 R; K# Z
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
5 c3 b% I8 ?* c/ v* e8 s0 c$ x* qPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the9 \. I1 h* `. L( ]; K
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
6 e6 @/ O8 N( u+ q* |2 w w6 h4 v8 helapsed in the applicable Quarterly Floating Rate Period divided by 365)! T) X( ~' H+ S* m3 k
determined on the 30th day prior to the first day of the applicable Quarterly5 B% Z6 K* A2 l$ }: t+ ]
Floating Rate Period.
5 N C6 [$ g! O1 A' R; A/ zS-5
8 w% M4 n7 V2 N; V" D+ \: T2 R1 vIf the Board of Directors does not declare a dividend, or any part thereof, on' r1 r9 C3 H' ?9 L" l0 v) g) Q
the Preferred Shares Series 19 on or before the dividend payment date for a) K' ~4 H4 p/ r+ f# A
particular quarter, then the entitlement of the holders of the Preferred
1 ~: G# _" d! G8 GShares Series 19 to receive such dividend, or to any part thereof, for such
; A# K, f0 t9 ` [quarter will be forever extinguished.
- A2 h, F4 T. P; x( ~Redemption: Subject to the provisions of the Bank Act and to the prior consent of the% V. e7 C8 p% d; N
Superintendent and to the provisions described below under the heading
1 r/ K7 h( N+ I6 D3 p, T‘‘Details of the Offering — Certain Provisions of the Preferred Shares
- i( M ]6 T! K5 |2 ySeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,7 L1 `+ s! F( B. P* ~: I* f
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
: L$ n. K+ k9 I$ C8 h! z6 t5 ]or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
N J5 U6 l/ h( i/ q* V' c; n2 D- X& coption without the consent of the holder, by the payment of an amount in9 Q; C" }7 S1 o! j; Z/ Z- q- b
cash for each such share so redeemed of (i) $25.00 together with all declared
, T* I1 ?- L8 Yand unpaid dividends to the date fixed for redemption in the case of
4 Q' q/ }' v5 \4 xredemptions on February 25, 2019 and on February 25 every five years! F1 h5 C$ k K5 C9 E
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to. J; {: n0 _2 c1 W [$ j& I8 x) h
the date fixed for redemption in the case of redemptions on any other date# y% J& _/ f& V$ s9 J# W2 f
on or after February 25, 2014.6 @2 t4 J2 S2 G9 m1 G
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic9 O- r( l3 ^" {( V% [! D
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have( B) z- s6 G3 ]" p' ~" E/ p
the right, at their option, to convert, on February 25, 2019 and on
- w5 m/ R1 d5 t: m! f6 oFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any4 u2 e2 `/ d8 n# B
or all of their Preferred Shares Series 19 into an equal number of Preferred
" f) h0 F E5 }5 ~- LShares Series 18 upon giving to the Bank written notice thereof not earlier
1 j3 B& F o! E! g( C" Jthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the7 G- ^9 f, `5 H( R% j
15th day preceding, a Series 19 Conversion Date.5 \& g9 k- Z" [4 k4 a
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
) c H9 ^$ _* z" t0 Q8 zProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares% X0 R( U9 N* I. D
Series 18, as the case may be, that there would be outstanding on such/ z' e/ E" g4 D0 Q. u; ~# f& ~
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,4 P4 R! `/ X) b: s/ n. E2 `
such remaining number of Preferred Shares Series 19 will automatically be4 h f9 ], w; g& n
converted on such Series 19 Conversion Date into an equal number of C3 J& Y2 j5 M6 O( y9 P
Preferred Shares Series 18. Additionally, if the Bank determines that, after
- V5 [7 x# |3 q9 t6 d7 |conversion, there would be outstanding on such Series 19 Conversion Date
9 X* k0 Z6 L9 n J8 sless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares) Q& m7 W2 P( [* N% W; ]
Series 19 will be converted into Preferred Shares Series 18., j+ m: \( \' X! K
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
+ w6 G7 }' _' N6 P- f, o! ]Series 19 will not be entitled as such to receive notice of, attend, or vote at," }' i5 x+ { j* {
any meeting of the shareholders of the Bank unless and until the first time at
* f9 I5 V7 B; d5 ?" Vwhich the Board of Directors has not declared the whole dividend on the& ]! b, F# j$ J% y) b( A
Preferred Shares Series 19 in any quarter. In that event, subject as
6 l% E4 g" _% L$ S( g1 Lhereinafter provided, the holders of Preferred Shares Series 19 will be( {+ K! F$ N/ `! v; o
entitled to receive notice of, and to attend, meetings of shareholders at which# N+ \$ z( u7 @8 w, B' U
directors of the Bank are to be elected and will be entitled to one vote for4 s6 T# d% y8 c. J* J5 F! h
each Preferred Share Series 19 held. The voting rights of the holders of the
" p5 s- u2 @# O/ S$ `& s- BPreferred Shares Series 19 will forthwith cease upon payment by the Bank of+ f4 u) o8 d5 g/ W: a+ v8 G
the first dividend on the Preferred Shares Series 19 to which the holders are
# x) W7 t+ K7 J. Yentitled thereunder subsequent to the time such voting rights first arose until& O8 t9 @, M8 W, y; N# |
such time as the Bank may again fail to declare the whole dividend on the
: t" K: `. {2 F0 e" RPreferred Shares Series 19 in respect of any quarter, in which event such
. N& d0 T+ ]" S4 n; [2 O1 Bvoting rights will become effective again and so on from time to time.1 t! |$ u' v& [; \ A4 n; c9 ?
S-6
- S" A r' j, \5 Y( l( r1 m# nPriority: The preferred shares of each series of the Bank will rank on a parity with* Y% S% e) \0 H
every other series and are entitled to preference over the common shares of
6 y. o1 w' r! u, L4 ~. c* Rthe Bank and over any other shares of the Bank ranking junior to the
9 E3 D* p7 Y% mpreferred shares with respect to the payment of dividends and upon any
7 T& g8 C- y1 Gdistribution of assets in the event of the liquidation, dissolution or9 i2 D' Y6 ^$ g& @- }$ p
winding-up of the Bank.
E; k* j7 U; ?: f+ CTax on Preferred Share The Bank will elect, in the manner and within the time provided under5 D# [1 Q! `3 \- H$ Y
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
Y* E( _. E# q; n( x5 CSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
0 B X5 M) _7 V; S S% S+ bdividends received on such shares under Part IV.1 of such Act. |
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