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发表于 2008-11-29 16:58
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下面是BMO的:! |3 j7 A$ c( d/ h+ N. F
SUMMARY OF THE OFFERING
4 p! \) W0 M r! D' @( }8 W% VThis 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’’.0 g% F8 c3 L. d1 l) V0 z. n, @
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.& g4 i% m0 S4 Y) D6 h+ g
Amount: $150,000,000 (6,000,000 shares).
* i* K' `, q2 g0 [" RPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
U# r5 J- L r, Z% H9 |Principal Characteristics of the Preferred Shares Series 18: O4 V" Q. C1 V6 [/ D4 \! H
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed4 z3 }; V1 n, _$ C# l; ~) k) Y
non-cumulative preferential cash dividends, as and when declared by the1 i; ^7 D, x9 U$ j
Board of Directors, subject to the provisions of the Bank Act, for the initial0 L7 E2 S0 F8 D2 z: ~+ w) a, o8 U
period commencing on the closing date and ending on and including1 `( |% c/ v }( Y- g
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the3 _/ k8 O6 [, l0 N. t
25th day of February, May, August and November in each year, at a rate
; v: \1 @0 [: H, d' @3 z1 Lequal to $0.40625 per share. The initial dividend, if declared, will be payable2 l0 T! q9 ~8 |2 f0 z7 Q- ] h1 ~
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing8 k! h! e$ u+ |' w
date of December 11, 2008.3 _6 U* N7 s5 y3 n
For each five-year period after the Initial Fixed Rate Period (each, a
* E3 ~9 X6 Z D6 B8 {! b& r‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares4 [5 r6 G( Y! t, I" T
Series 18 will be entitled to receive fixed non-cumulative preferential cash" v; b* c6 \( r1 N* F0 i
dividends, as and when declared by the Board of Directors, subject to the
/ C( D9 u# D J& _9 C. X+ Aprovisions of the Bank Act, payable quarterly on the 25th day of February,
" X+ D' [, W" iMay, August and November in each year, in the amount per share per annum+ \, J& O9 A) k4 M7 d
determined by multiplying the Annual Fixed Dividend Rate applicable to
3 @: s; @- B0 y" @ z2 B+ Fsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
" g9 g4 j: b4 ]( F7 {0 a; Z6 N! NRate for the ensuing Subsequent Fixed Rate Period will be determined by the
5 g# ~/ e# a6 c0 W5 `Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
[: ^/ g1 u( m! E( y. ]of such Subsequent Fixed Rate Period and will be equal to the sum of the
) q; z. Y) T# U1 _' u+ Q1 _Government of Canada Yield on the applicable Fixed Rate Calculation Date
" u8 V$ B* c2 ^) z5 L/ Y& `plus 3.83%.
8 W+ [+ `* \, ^' W# ^0 \If the Board of Directors does not declare a dividend, or any part thereof, on
6 B: e! G: X0 J G4 x2 vthe Preferred Shares Series 18 on or before the dividend payment date for a
) t, ?1 E$ O. o+ `. ~! z" d3 N1 |particular quarter, then the entitlement of the holders of the Preferred: w% y9 o7 X, V: \- d
Shares Series 18 to receive such dividend, or to any part thereof, for such
8 C7 z* z* H- u( u- q9 Z% wquarter will be forever extinguished.
9 _( s4 j+ q) N/ CRedemption: Subject to the provisions of the Bank Act and to the prior consent of the; L! w: b0 k7 t& y! {
Superintendent and to the provisions described below under ‘‘Details of the$ z- S/ m$ [( D* U/ j" W( K, ^
Offering — Certain Provisions of the Preferred Shares Series 18 as a
& d4 K a2 U" ?# X, I$ VSeries — Restrictions on Dividends and Retirement of Shares’’, on
7 k2 f B( D( iFebruary 25, 2014 and on February 25 every five years thereafter, on not8 b/ ^ |0 ]% D; u: O B" r2 r6 l
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any) x- A9 C: u. B+ L" x; {
part of the then outstanding Preferred Shares Series 18, at the Bank’s option0 M6 L: p( t8 N0 \6 ? r
without the consent of the holder, by the payment of an amount in cash for- O, j% n; y; [+ V: o5 s: O
each such share so redeemed of $25.00 together with all declared and unpaid
& b3 R q6 J" ?* a: |: wdividends to the date fixed for redemption.
" m* A+ i% W% @ y0 l2 B' o, DConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic% m! H2 C7 i2 M j, l4 p# Z* n
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
4 k/ D* U! [$ F8 Gthe right, at their option, to convert, on February 25, 2014 and on
; @3 D! e, N& AS-46 M4 F5 {7 t+ V- f: J7 z
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any: w: i; M$ c5 x/ I' H
or all of their Preferred Shares Series 18 into an equal number of Preferred
/ J: f3 F- @$ \& f- ZShares Series 19 upon giving to the Bank notice thereof not earlier than, T5 Z2 B) f* u) Z' H: @# w2 X
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day* e8 z: X# K1 ]; u3 c. b2 r
preceding, a Series 18 Conversion Date.. ~. O9 p2 Z' e
Automatic Conversion If the Bank determines, after having taken into account all shares tendered* `9 w- N$ b- L6 H5 i
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
& J7 P' {2 |2 J5 s. g9 k j6 |Series 19, as the case may be, that there would be outstanding on such+ X* o0 Z7 A$ L2 I
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
! T( }2 v: Z+ f. wsuch remaining number of Preferred Shares Series 18 will automatically be6 P) w2 b9 @. x3 a8 L, z$ \& }4 `% T
converted on such Series 18 Conversion Date into an equal number of# J- l9 y! p6 i; g* o
Preferred Shares Series 19. Additionally, if the Bank determines that, after0 j8 Z: V4 M6 c7 l3 b) a
conversion, there would be outstanding on such Series 18 Conversion Date9 c2 F0 h* w9 G4 F3 B
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares8 b& ]8 g/ D8 [8 |' f# u
Series 18 will be converted into Preferred Shares Series 19.
* Q x; R5 q7 k/ p! A( b- x4 HVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
1 A3 X: |2 h9 l) L3 y2 FSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
2 `# U; C8 k: n" Nany meeting of the shareholders of the Bank unless and until the first time at9 \8 K) F4 }$ `* }, @1 c7 S
which the Board of Directors has not declared the whole dividend on the# x0 Y2 P$ x- W9 Z' y
Preferred Shares Series 18 in any quarter. In that event, subject as
# V) x' u5 U( c* W0 [, p vhereinafter provided, the holders of Preferred Shares Series 18 will be
X0 G5 W) N! t9 Ientitled to receive notice of, and to attend, meetings of shareholders at which; o0 y3 e( g( s5 {
directors of the Bank are to be elected and will be entitled to one vote for
/ o; {8 M- V h9 `, j- ]each Preferred Share Series 18 held. The voting rights of the holders of the' ?3 I5 o! a$ R. {2 U7 i
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
" w" ~' X9 h; t* Gthe first dividend on the Preferred Shares Series 18 to which the holders are
8 A4 c4 }% z4 |& U6 Q; ~entitled thereunder subsequent to the time such voting rights first arose until7 ^' ?8 E; E, S
such time as the Bank may again fail to declare the whole dividend on the
$ m/ \: D9 T9 z) |: T nPreferred Shares Series 18 in respect of any quarter, in which event such. Y. T2 G5 ~+ q# \& @2 R
voting rights will become effective again and so on from time to time. B, }% {5 {) @7 {, x
Principal Characteristics of the Preferred Shares Series 19
% Z: n5 K! r% p+ wDividends: The holders of the Preferred Shares Series 19 will be entitled to receive# I9 m6 I% J/ G. q: h: ?
floating rate non-cumulative preferential cash dividends, as and when J3 d0 k$ q. ^+ F1 d- r, E& Q' y+ Y
declared by the Board of Directors, subject to the provisions of the Bank Act,
' p. U1 f& e& V0 m( Qpayable quarterly on the 25th day of February, May, August and November2 M# R: K) d( {+ K
in each year, in the amount per share determined by multiplying the
% A5 N1 j. W7 V8 c3 }7 [# Oapplicable Quarterly Floating Dividend Rate by $25.00.
& D( i; `8 K, ?& ^On the 30th day prior to the commencement of the initial quarterly dividend: k6 F( \. s7 |$ r% ^1 a
period beginning on February 25, 2014, and on the 30th day prior to the first
) h$ f, I/ R( mday of each subsequent quarterly dividend period (the initial quarterly
2 k/ V4 b& P# e7 x4 s( F6 sdividend period and each subsequent quarterly dividend period is referred to
) {+ _# W3 I4 x: W. q* K) ^' e. aas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the. a( m. t* ]; `) ~
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
7 E& T5 F, @: @" }; P9 s' ?7 @4 Q" T2 jPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the8 W# h4 k {" D! W0 d
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
. \( l @6 C: c$ g: G6 c6 delapsed in the applicable Quarterly Floating Rate Period divided by 365)
8 \# G, k, B' u! A6 i6 Ndetermined on the 30th day prior to the first day of the applicable Quarterly4 P* L- o& l. m6 `
Floating Rate Period. K, A0 O; L* [* E$ @ {. \0 Q g! o
S-5" `6 j1 N% F% h
If the Board of Directors does not declare a dividend, or any part thereof, on$ W }0 U( \. P
the Preferred Shares Series 19 on or before the dividend payment date for a# E; U+ r8 G! R, O9 ?4 k, t( \+ F9 S
particular quarter, then the entitlement of the holders of the Preferred
( S7 K6 E$ }+ D7 P j; k8 TShares Series 19 to receive such dividend, or to any part thereof, for such1 i0 l# N% J" L6 d* E% r
quarter will be forever extinguished.
2 Q. S7 G1 i& h o% X& ?: zRedemption: Subject to the provisions of the Bank Act and to the prior consent of the* D3 v: X, Z" f% u( D( Y
Superintendent and to the provisions described below under the heading
/ b) N3 q; I! U2 ^‘‘Details of the Offering — Certain Provisions of the Preferred Shares* [6 o# R+ @7 A; S$ _
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,. ]3 s% d: Z1 K
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
5 f( Q7 A: O6 ?. J- i" u7 xor any part of the then outstanding Preferred Shares Series 19, at the Bank’s6 ~- S9 y+ h6 T
option without the consent of the holder, by the payment of an amount in
7 w* v9 s) c: @* y/ |! Z0 s# }cash for each such share so redeemed of (i) $25.00 together with all declared
P3 }" |& T2 M2 i+ ^6 g- G1 Z" jand unpaid dividends to the date fixed for redemption in the case of
' b# A: |. c. | B1 e. mredemptions on February 25, 2019 and on February 25 every five years. Y2 G4 a9 I: }( j2 h
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to* K# k/ j/ X: X) a- v
the date fixed for redemption in the case of redemptions on any other date
6 p9 {, y: i" ]+ n8 t- J+ U& Kon or after February 25, 2014.5 f& s% T2 T4 Z4 M7 o
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
& S, y. x4 M' X! B/ i& m7 ~Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have& x6 k8 `* n# d4 Y$ L2 K- y* T6 B
the right, at their option, to convert, on February 25, 2019 and on
4 s3 D4 z p' x( B# |3 f# T! SFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
% B$ S" e5 Q1 h& ]2 uor all of their Preferred Shares Series 19 into an equal number of Preferred
8 h5 ^9 n7 r% D, S+ e7 ]Shares Series 18 upon giving to the Bank written notice thereof not earlier) {$ m; T* x3 [: f
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
" F4 M7 _6 |. Q& _6 ]$ A15th day preceding, a Series 19 Conversion Date.5 t; a, H: P |7 I# `
Automatic Conversion If the Bank determines, after having taken into account all shares tendered( k6 B2 u; h$ ]- v% O: D
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
1 ]! e: h1 C+ A' O ~Series 18, as the case may be, that there would be outstanding on such- J2 ]9 X6 L! c: o" @7 v8 Y
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
8 E. Q |7 g; s8 {7 O( N9 o5 Nsuch remaining number of Preferred Shares Series 19 will automatically be
! I( ]: v2 k6 e/ N5 c$ ^3 lconverted on such Series 19 Conversion Date into an equal number of6 R& k' s" J* F! ~7 N4 z
Preferred Shares Series 18. Additionally, if the Bank determines that, after
5 r m- I+ T( `& g% l" \ e1 Tconversion, there would be outstanding on such Series 19 Conversion Date
- S. K+ `8 c) s4 Tless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares2 J, r0 L& }9 k1 Z3 I @, c% \$ ?0 j
Series 19 will be converted into Preferred Shares Series 18.
; C" O- k. c( D; F+ uVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# t* L. N' {9 V TSeries 19 will not be entitled as such to receive notice of, attend, or vote at,1 N* ^1 ^( y- v/ A. y
any meeting of the shareholders of the Bank unless and until the first time at
" ?( O9 N! i/ k- |$ v! Rwhich the Board of Directors has not declared the whole dividend on the2 ^5 p3 |' G- o! E
Preferred Shares Series 19 in any quarter. In that event, subject as
' t" e+ t" E2 L2 T. K7 shereinafter provided, the holders of Preferred Shares Series 19 will be6 w7 Q1 |+ f/ R# X7 t) `0 \4 y5 D
entitled to receive notice of, and to attend, meetings of shareholders at which
! d; x7 [# h" l6 X+ I" e) r6 x' jdirectors of the Bank are to be elected and will be entitled to one vote for
2 n/ @" n3 Y& H) ^4 H- d( ^each Preferred Share Series 19 held. The voting rights of the holders of the$ V+ R a7 w' o! c, c
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of! V( V5 l7 h) U2 o3 g4 n
the first dividend on the Preferred Shares Series 19 to which the holders are
* _7 b5 s+ `2 B. Ientitled thereunder subsequent to the time such voting rights first arose until" ~9 ]8 D7 b! R$ N0 J: P
such time as the Bank may again fail to declare the whole dividend on the
7 h& E- U! f6 [+ T/ k, l( FPreferred Shares Series 19 in respect of any quarter, in which event such$ N3 H$ I, c% U! O' Z
voting rights will become effective again and so on from time to time.* X; b# O# ^1 {. Y# o. V
S-63 f7 T, l& K) g" c$ M/ T1 d
Priority: The preferred shares of each series of the Bank will rank on a parity with
: j7 A9 }! d0 }" F* ievery other series and are entitled to preference over the common shares of
! B3 z$ e _# c7 athe Bank and over any other shares of the Bank ranking junior to the. b6 c( t' m) \' n# R& ]6 a+ e' z2 y: s
preferred shares with respect to the payment of dividends and upon any
( P% E: f( [% | m# edistribution of assets in the event of the liquidation, dissolution or
, G/ Q" h+ q" Pwinding-up of the Bank.
! x0 N2 s! d2 `' F7 \Tax on Preferred Share The Bank will elect, in the manner and within the time provided under4 B5 R, O: [' g' k+ Y/ r6 h* _
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
4 V8 u( h' i3 |0 a5 J" P3 s |, hSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
9 v4 e+ q1 Y0 o$ }: t2 t7 idividends received on such shares under Part IV.1 of such Act. |
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