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发表于 2008-11-29 16:58
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下面是BMO的:% Z$ \" n9 u; m: P; L2 z
SUMMARY OF THE OFFERING
- W' h- ^$ o( O1 Y6 b5 `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’’.
- \: W4 I5 ?% S {6 q T0 z2 s5 v' P+ NIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
) _. M% o' I8 F5 i2 `7 Q' l8 ?Amount: $150,000,000 (6,000,000 shares).
' U( P( }% V, J6 nPrice and Yield: $25.00 per share to yield initially 6.50% per annum.4 j' [! B# O" G P1 W" p
Principal Characteristics of the Preferred Shares Series 18# f/ _, D6 l+ O
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed+ v3 F$ N# h1 z$ o( g
non-cumulative preferential cash dividends, as and when declared by the9 ^0 r" v* Y+ a" K( T
Board of Directors, subject to the provisions of the Bank Act, for the initial
- c! y' o/ o* k, D( V! _6 cperiod commencing on the closing date and ending on and including. L1 \ N, L1 x4 j( v" C& u+ o
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the; j' G8 _+ U( D
25th day of February, May, August and November in each year, at a rate
" Z( k" L& ?$ E% W! Mequal to $0.40625 per share. The initial dividend, if declared, will be payable
$ @+ U% \1 P; w* W5 u1 gMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
& {7 {( R0 S' e% H8 Xdate of December 11, 2008.# T6 U& J8 t( U$ l* Z" `
For each five-year period after the Initial Fixed Rate Period (each, a' p2 }* v1 G: e) a" r" T! l
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares: F# m( J0 }0 d5 t2 l7 ]
Series 18 will be entitled to receive fixed non-cumulative preferential cash
- {8 w, {; ^: H% wdividends, as and when declared by the Board of Directors, subject to the
6 H% o! _! u- |+ ?# @provisions of the Bank Act, payable quarterly on the 25th day of February,6 s4 U9 t6 o; \5 M) _$ Y
May, August and November in each year, in the amount per share per annum9 ]/ Z+ |! v) s, T3 p4 z7 c
determined by multiplying the Annual Fixed Dividend Rate applicable to
: u" T1 u3 t- |+ v" A+ ysuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
$ f3 n# u2 S; m" f' k& e7 FRate for the ensuing Subsequent Fixed Rate Period will be determined by the
* B+ j( A2 s& r" z$ lBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
! b/ b) w, v" C; c8 Eof such Subsequent Fixed Rate Period and will be equal to the sum of the
" j; }/ P) ]# S% l+ Q6 zGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
6 q) R4 h8 d; S( U( Oplus 3.83%.8 z7 v: _" F3 l/ G( X* O! }
If the Board of Directors does not declare a dividend, or any part thereof, on' U$ j( I0 I1 B6 j/ b( K
the Preferred Shares Series 18 on or before the dividend payment date for a' R' G5 N9 b$ s3 t7 V7 t
particular quarter, then the entitlement of the holders of the Preferred
" J+ ]2 U+ \# Q8 m# QShares Series 18 to receive such dividend, or to any part thereof, for such5 w: O+ m4 g. D" c
quarter will be forever extinguished.5 m; X( ~/ Q9 a
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the! L; P0 V$ b$ k7 X. u) o
Superintendent and to the provisions described below under ‘‘Details of the
+ c# N u' d7 d# A) ?Offering — Certain Provisions of the Preferred Shares Series 18 as a8 |6 y# w1 H! F+ W- ]( f
Series — Restrictions on Dividends and Retirement of Shares’’, on8 r7 ]) P9 L) b0 l9 X9 n; H$ d
February 25, 2014 and on February 25 every five years thereafter, on not
: V% x: @5 b$ F- o% lmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
* w/ s. v- {. [: f( A& \, o3 Jpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
. O! A! X& p! G1 dwithout the consent of the holder, by the payment of an amount in cash for
1 i4 N% U: B8 r: q7 z w* keach such share so redeemed of $25.00 together with all declared and unpaid
3 ?! E0 z% Q, c1 z8 qdividends to the date fixed for redemption.5 ^/ g* K& \9 S; @( ]; U; T B
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
5 `9 Z- ]8 b' y- eShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have# W3 Z+ b# z* N/ `1 d
the right, at their option, to convert, on February 25, 2014 and on; e) v) h9 w/ S' j$ h
S-4. A% H9 Y( J8 ^+ \; Y' U
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
1 k. n" ?8 j, }or all of their Preferred Shares Series 18 into an equal number of Preferred. F! a, e2 n* \1 B0 R
Shares Series 19 upon giving to the Bank notice thereof not earlier than% r1 V! g0 Q. y9 F8 l
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day: t' l5 A2 X& v3 V! V9 U% C
preceding, a Series 18 Conversion Date.0 J+ p# X) N; H6 m) Y9 d
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
) }! i! L- b* Z' c6 T1 w) iProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
* h7 m6 P: ?! T5 G& @Series 19, as the case may be, that there would be outstanding on such' s3 e& y" [/ M
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,3 Y0 S5 X4 q7 p' d0 x/ d g' |/ Y
such remaining number of Preferred Shares Series 18 will automatically be
$ u# @3 v7 F# Iconverted on such Series 18 Conversion Date into an equal number of
* n( [ T0 L3 w4 j% y2 KPreferred Shares Series 19. Additionally, if the Bank determines that, after8 P* ]+ W" @& N8 q3 _- i
conversion, there would be outstanding on such Series 18 Conversion Date
/ L' }( Z! `9 `5 n% N8 W7 nless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares2 \7 ?; u% |7 o4 M' T' f
Series 18 will be converted into Preferred Shares Series 19.
( K) u/ g6 l- vVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
( E" T. V8 O; ?Series 18 will not be entitled as such to receive notice of, attend, or vote at,
/ f3 ]* Z! Q% u0 E( \1 }/ X. Dany meeting of the shareholders of the Bank unless and until the first time at( ]7 j" e! O9 v0 Q
which the Board of Directors has not declared the whole dividend on the
% `2 R5 u$ K- u3 {& a7 iPreferred Shares Series 18 in any quarter. In that event, subject as- B* ~6 N3 I8 j" B9 n; \3 B
hereinafter provided, the holders of Preferred Shares Series 18 will be7 ^6 l: A6 | Z9 r1 i% O+ p
entitled to receive notice of, and to attend, meetings of shareholders at which7 z0 W1 | [- C1 g
directors of the Bank are to be elected and will be entitled to one vote for
+ C0 f+ ], H' t }. ieach Preferred Share Series 18 held. The voting rights of the holders of the" O6 R% g# O" \/ @& N
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
: Y6 [1 X% x+ d' dthe first dividend on the Preferred Shares Series 18 to which the holders are& |1 [5 @& T, T
entitled thereunder subsequent to the time such voting rights first arose until; S8 ^7 Z) ]4 T
such time as the Bank may again fail to declare the whole dividend on the
5 A) D: e6 w& z1 HPreferred Shares Series 18 in respect of any quarter, in which event such
' r Y: w$ u& V* P/ m' ivoting rights will become effective again and so on from time to time.1 L8 `( X+ Z* ?, F0 a% r* \. K
Principal Characteristics of the Preferred Shares Series 19
) G) V% l4 g$ P- D( m; K% V) tDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
* M. c% a' T/ x/ m4 `9 l i$ mfloating rate non-cumulative preferential cash dividends, as and when, J6 C( v: o1 H1 a0 C
declared by the Board of Directors, subject to the provisions of the Bank Act,5 U) Z5 N! B# O
payable quarterly on the 25th day of February, May, August and November
9 m- t% P, h/ e7 n6 T2 I7 Zin each year, in the amount per share determined by multiplying the5 D+ p' V, V2 E2 s7 s# l
applicable Quarterly Floating Dividend Rate by $25.00.% o6 ?5 O M# ^
On the 30th day prior to the commencement of the initial quarterly dividend
# W: G; o* u& h* Gperiod beginning on February 25, 2014, and on the 30th day prior to the first
. ~ Y M" j4 e% ?$ M( ^6 x8 a/ Rday of each subsequent quarterly dividend period (the initial quarterly
; X( O# M3 O. M# D8 m( d( [dividend period and each subsequent quarterly dividend period is referred to
) U$ g# G0 B) nas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
9 x, d8 e& \* ]; e/ F8 xQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
+ G5 f ?. K# S- e& hPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the" A: S7 P* C* m( C
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days b8 U, U' e; {: }% z
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
) b1 Z4 w1 g9 d6 Bdetermined on the 30th day prior to the first day of the applicable Quarterly. U) y0 i: v0 Q3 M) d+ ^4 }5 V
Floating Rate Period.
" u: T0 u. K* H- t5 ]S-5
+ j; s4 N2 ?1 M) w) N0 Y& P W" yIf the Board of Directors does not declare a dividend, or any part thereof, on5 v" [" P& ~, `, t0 M4 g
the Preferred Shares Series 19 on or before the dividend payment date for a* J/ d( }: B s6 j8 H
particular quarter, then the entitlement of the holders of the Preferred# Z) H2 X" m' F8 Y
Shares Series 19 to receive such dividend, or to any part thereof, for such* ~! |0 E9 y6 f4 [: Z
quarter will be forever extinguished.$ ]& u; y7 J" |. W+ ]/ s
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
0 c6 [. J2 M( Y# k8 B/ R6 \5 O& tSuperintendent and to the provisions described below under the heading7 N" X j0 f* ?4 i8 c
‘‘Details of the Offering — Certain Provisions of the Preferred Shares, i. h7 P1 c/ t& t% b! D
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,$ k( B; o0 _9 n' W
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all/ m8 ]" h6 ?0 ^1 D3 t
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s* q |+ J( w4 F; Q
option without the consent of the holder, by the payment of an amount in3 `! ?+ ?, E6 H5 b/ R
cash for each such share so redeemed of (i) $25.00 together with all declared: T& f( |7 {2 \' z; V+ t" h
and unpaid dividends to the date fixed for redemption in the case of/ h0 x# p' ?0 A4 p+ S
redemptions on February 25, 2019 and on February 25 every five years
2 }1 V/ [7 @# U' Q6 Mthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
% H9 i/ H0 D2 C: z0 I* jthe date fixed for redemption in the case of redemptions on any other date3 O f* L# j. ~7 v# N5 F, D) f
on or after February 25, 2014.
' I9 n$ S4 G2 f: s) B* fConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic+ M. Y5 ^7 T8 |7 ~
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have; N: q( d' I+ _( t
the right, at their option, to convert, on February 25, 2019 and on
2 i* ] k" ]3 _1 i8 J: y8 BFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
: B$ ], N l) |1 O+ qor all of their Preferred Shares Series 19 into an equal number of Preferred, t6 T% ~' r( J R
Shares Series 18 upon giving to the Bank written notice thereof not earlier
$ R z, ~5 P5 P% |- Sthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
4 A& R& ~0 x D, [3 E8 f, T15th day preceding, a Series 19 Conversion Date.; q# S5 W6 h# K2 K% j) v2 P
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
" U* ~* F8 H- r0 e6 I& e3 QProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares* v' ?) h; z* d
Series 18, as the case may be, that there would be outstanding on such6 \# T6 s t6 l; O' q
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
5 X1 d) G% Z! f! [such remaining number of Preferred Shares Series 19 will automatically be* r o: p% D. c7 X9 {: z0 R
converted on such Series 19 Conversion Date into an equal number of
% o5 `% c p& `! {: f" tPreferred Shares Series 18. Additionally, if the Bank determines that, after
# \& v9 Z8 ?' p. b6 u0 Gconversion, there would be outstanding on such Series 19 Conversion Date
' M0 h/ X. I a( uless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
7 @1 j( ?- @2 bSeries 19 will be converted into Preferred Shares Series 18.7 O& T% W) H4 W+ [
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 W, W- Z9 C' h+ n( r; dSeries 19 will not be entitled as such to receive notice of, attend, or vote at,# a q8 K; @* K8 x2 b4 K
any meeting of the shareholders of the Bank unless and until the first time at
, H7 @9 ~: ~% O( [4 Mwhich the Board of Directors has not declared the whole dividend on the
8 y& b8 O# U! f$ P/ E4 {+ PPreferred Shares Series 19 in any quarter. In that event, subject as
) T) k _: H1 S+ O1 j. U) ]hereinafter provided, the holders of Preferred Shares Series 19 will be
+ [9 a3 F" Q% ?+ P) W: H# b2 }entitled to receive notice of, and to attend, meetings of shareholders at which
0 |9 X" m/ m( ~& ]2 z& F/ M0 e! idirectors of the Bank are to be elected and will be entitled to one vote for
' ]4 k. z: y S( p% f* Geach Preferred Share Series 19 held. The voting rights of the holders of the
$ C: a# w4 o( B( Y9 v; A, @. IPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
3 Y7 Q$ C6 L$ N" H. m. X) pthe first dividend on the Preferred Shares Series 19 to which the holders are. C3 p* {) k3 p) O( T a7 b( R
entitled thereunder subsequent to the time such voting rights first arose until
4 k/ X ?- D5 @such time as the Bank may again fail to declare the whole dividend on the
& h) K" ^# @4 G) { GPreferred Shares Series 19 in respect of any quarter, in which event such
: [5 p, @3 I" I/ }# |- m8 E$ vvoting rights will become effective again and so on from time to time.! J( a! l( ~6 }7 Y' j/ a
S-6- z7 l; k$ H0 \" I) h$ t* z v
Priority: The preferred shares of each series of the Bank will rank on a parity with% V x( } i" I+ y4 H h8 G
every other series and are entitled to preference over the common shares of
1 H# n2 w% N Uthe Bank and over any other shares of the Bank ranking junior to the; a' s; k- C$ J
preferred shares with respect to the payment of dividends and upon any, N# M2 i; { S8 N
distribution of assets in the event of the liquidation, dissolution or
0 K/ G4 M+ n! d- Awinding-up of the Bank.
7 U* w6 E' z/ _Tax on Preferred Share The Bank will elect, in the manner and within the time provided under, R3 t6 `% o# n" `
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
2 ^3 k2 z6 w& S" G+ ^8 {8 v1 A4 V3 }Series 18 and Preferred Shares Series 19 will not be required to pay tax on; {! r5 C! k, Z. b6 v
dividends received on such shares under Part IV.1 of such Act. |
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