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发表于 2008-11-29 16:58
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下面是BMO的:# [6 k% y0 l4 m9 b0 `6 v7 Q3 M
SUMMARY OF THE OFFERING6 ^) @* ~1 C. x w `3 k& p0 q% F
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’’.
# O4 F. q3 j' r: V/ s* ?/ h( eIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
; [! L6 P8 `5 u. r. cAmount: $150,000,000 (6,000,000 shares).
9 R& ^1 Q/ t8 G$ N; aPrice and Yield: $25.00 per share to yield initially 6.50% per annum.4 u& ~- T e' Z: c
Principal Characteristics of the Preferred Shares Series 18
+ T7 M% Q3 H( mDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
% }& J- p. Y! P2 d& m' Fnon-cumulative preferential cash dividends, as and when declared by the
- U3 T% W7 ]7 u' i( v8 V, yBoard of Directors, subject to the provisions of the Bank Act, for the initial9 V7 [" [ t. P T+ J- Q5 N, y
period commencing on the closing date and ending on and including1 c4 {& K9 T8 B, v* e
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
! K w" J+ c5 I1 X25th day of February, May, August and November in each year, at a rate9 S$ W0 R, D( |& h2 u$ C8 w
equal to $0.40625 per share. The initial dividend, if declared, will be payable4 Z+ |$ H2 X) T" B
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing3 F N d& I- K: r: r$ V# `( J
date of December 11, 2008.
( Y7 X) n6 t9 u9 ?( r RFor each five-year period after the Initial Fixed Rate Period (each, a
d! ~' {$ W8 M‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
, a* s/ Q( H& w* z3 J0 Q. ?+ wSeries 18 will be entitled to receive fixed non-cumulative preferential cash3 i6 ~0 q( i. _
dividends, as and when declared by the Board of Directors, subject to the. l' L$ A& C" r1 @* C
provisions of the Bank Act, payable quarterly on the 25th day of February,
5 ~1 A1 Z. N2 U( l" f9 P: _May, August and November in each year, in the amount per share per annum( d N& ^; J' D/ J8 N- m" r
determined by multiplying the Annual Fixed Dividend Rate applicable to
1 k* i* D+ ?+ V# h5 v6 x/ Z3 ~such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
) O4 v( r. x2 d! m0 }. \* D, TRate for the ensuing Subsequent Fixed Rate Period will be determined by the
6 z. g$ V7 [% v& c5 q! nBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
7 i9 z3 j7 N! {, K# W) Q0 Cof such Subsequent Fixed Rate Period and will be equal to the sum of the
1 `) X# C* {( H& }7 KGovernment of Canada Yield on the applicable Fixed Rate Calculation Date6 l' C* { {( H3 \( w9 V* r& P
plus 3.83%.# X, l5 `5 z! e9 O9 ]. d
If the Board of Directors does not declare a dividend, or any part thereof, on
. R; V0 ~2 Q$ `# O z8 H @: ithe Preferred Shares Series 18 on or before the dividend payment date for a
, v+ A: s; [. z e3 p% Aparticular quarter, then the entitlement of the holders of the Preferred
" q% v- X5 b$ F4 _+ o! J5 HShares Series 18 to receive such dividend, or to any part thereof, for such, j6 k1 P8 C8 Y; v1 \! m1 V
quarter will be forever extinguished.# g7 H* R4 O1 K( j; R
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
1 o( y& b5 k& M* ?7 B2 i" ]Superintendent and to the provisions described below under ‘‘Details of the
) t. j2 c* Z5 {# }8 yOffering — Certain Provisions of the Preferred Shares Series 18 as a) D n3 @; q5 S, C8 @
Series — Restrictions on Dividends and Retirement of Shares’’, on/ S( O$ E3 [6 L6 n, \' D
February 25, 2014 and on February 25 every five years thereafter, on not
+ R4 g3 l9 E+ S8 cmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any6 A. a z8 i( u8 G
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
- }+ d1 X) i' n F- y$ O1 twithout the consent of the holder, by the payment of an amount in cash for
! {2 @ u2 `: D9 Weach such share so redeemed of $25.00 together with all declared and unpaid
: {5 ^; ^/ P7 y5 U2 Adividends to the date fixed for redemption. \, @( F- `6 ]
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
# Z3 S7 e7 T$ yShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have0 v2 o6 Y- R2 H- X6 O+ ]- G; m U; [. D
the right, at their option, to convert, on February 25, 2014 and on
% r {; \" q' d- m1 i) B1 cS-4 C: [) Q5 x# N( J, V; n- l
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
$ x$ j1 a2 S5 Nor all of their Preferred Shares Series 18 into an equal number of Preferred
- G$ a& M; F8 R. ?0 c$ H9 t, KShares Series 19 upon giving to the Bank notice thereof not earlier than
# i9 W" D- A& B3 K: e. H9 X30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
5 K5 F2 |: ^' ~, E5 G' g# w7 upreceding, a Series 18 Conversion Date.
, F7 S! d2 X" lAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
% G( E" l& E8 [& z$ AProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
: I8 Q3 x9 ^+ D" p' B) J' g( c& QSeries 19, as the case may be, that there would be outstanding on such3 H4 Q; C& u" I/ j
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,! x, _- u9 B6 t! w$ q: c: X( Y
such remaining number of Preferred Shares Series 18 will automatically be
U2 J# ~/ U0 r& E) @2 E1 |* ]; a: Aconverted on such Series 18 Conversion Date into an equal number of
6 M# e) y/ x; T I/ x. XPreferred Shares Series 19. Additionally, if the Bank determines that, after
! ?. F/ J4 n: o/ [( x F! t# vconversion, there would be outstanding on such Series 18 Conversion Date
% J, x& t: q S7 w' U% J3 bless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares' e3 Q0 s8 H# W1 v, _7 B, H1 `
Series 18 will be converted into Preferred Shares Series 19.8 S: c& _& m9 ?+ P8 Y9 |+ y
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares- [$ l6 t, r9 O. M+ _% K4 V! A' N
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
5 C' N& g5 u% Y( e/ e+ m2 ~- ]any meeting of the shareholders of the Bank unless and until the first time at
\) T+ U e# D6 P! pwhich the Board of Directors has not declared the whole dividend on the
$ U5 {" N+ P. u+ u: r3 k6 vPreferred Shares Series 18 in any quarter. In that event, subject as
9 m: d7 w! G8 \. a1 Y/ K% z& Q. ^hereinafter provided, the holders of Preferred Shares Series 18 will be
3 m; ?, n% X: c0 M+ ]* f3 gentitled to receive notice of, and to attend, meetings of shareholders at which- h+ r/ ^# f w1 Y4 H6 L4 J
directors of the Bank are to be elected and will be entitled to one vote for
, C/ c& k b! Z# O% leach Preferred Share Series 18 held. The voting rights of the holders of the4 \; R" h) X& \: Q( {: U
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of- ^$ E- G3 u0 Q6 Z/ M3 _
the first dividend on the Preferred Shares Series 18 to which the holders are
; Q9 w0 V$ p+ Y. \: oentitled thereunder subsequent to the time such voting rights first arose until
8 M% e& k) ^( U4 q# u U4 psuch time as the Bank may again fail to declare the whole dividend on the
' @- ?' L, W) vPreferred Shares Series 18 in respect of any quarter, in which event such& f4 b2 K' n+ E7 Y# ]( v
voting rights will become effective again and so on from time to time., x4 P) N" |* A9 o7 B) J. P
Principal Characteristics of the Preferred Shares Series 19
+ d, w6 m8 e( j! tDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
. ~* \" `/ M+ {5 Mfloating rate non-cumulative preferential cash dividends, as and when
+ ^$ J# |0 w7 r3 _8 rdeclared by the Board of Directors, subject to the provisions of the Bank Act,
* K3 H$ q9 R) g; J' `2 jpayable quarterly on the 25th day of February, May, August and November
7 p$ m6 R. \1 M% y* E) @! J- hin each year, in the amount per share determined by multiplying the* ~: S6 @0 t/ L1 o
applicable Quarterly Floating Dividend Rate by $25.00.2 }1 o2 {" _ b$ I/ l
On the 30th day prior to the commencement of the initial quarterly dividend# z( G( ]6 s. g( Y5 ~6 \* a& L
period beginning on February 25, 2014, and on the 30th day prior to the first
# B8 p- @. h% l0 Vday of each subsequent quarterly dividend period (the initial quarterly
! `9 `5 [3 P3 rdividend period and each subsequent quarterly dividend period is referred to
* N7 Q2 {2 e9 U ~8 }as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the+ n+ v4 C& j) T( o# B& n
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
3 j: V8 h9 \( S" Y2 y; m5 c' ]Period. The Quarterly Floating Dividend Rate will be equal to the sum of the" B5 t- I! y4 P- V
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days& W- M3 V) T0 [' v7 f
elapsed in the applicable Quarterly Floating Rate Period divided by 365)# J( ~% x: p9 |
determined on the 30th day prior to the first day of the applicable Quarterly' p$ r w5 N* F7 m1 s
Floating Rate Period.
7 j |3 r' l2 e8 f3 N6 ZS-5
# b( h% D0 c1 {5 H% q0 {# AIf the Board of Directors does not declare a dividend, or any part thereof, on
* U3 h5 k1 m$ {7 v! u+ _the Preferred Shares Series 19 on or before the dividend payment date for a
5 B; m4 U2 [$ O& s0 U* Aparticular quarter, then the entitlement of the holders of the Preferred1 W) n1 s% i' B ?8 O+ z
Shares Series 19 to receive such dividend, or to any part thereof, for such
0 ?/ }& A- N- kquarter will be forever extinguished./ z: D; \/ ]4 b
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the: m: s3 x# p/ L8 G/ Q0 u4 j
Superintendent and to the provisions described below under the heading0 i) f$ @; I' A. k: H; d9 l# ^$ L
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
6 M# o# a- y! ~Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,/ O8 t1 I# {0 I- E
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all/ x6 o# R6 k9 w$ G3 G/ N
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s1 Z! }7 V# y, @- z( X }
option without the consent of the holder, by the payment of an amount in
' _) G- X8 i% B0 C! l. P, `; n0 zcash for each such share so redeemed of (i) $25.00 together with all declared+ S& d+ n, Z5 u* y* L0 c; H' `, j
and unpaid dividends to the date fixed for redemption in the case of: c5 K0 o W/ y
redemptions on February 25, 2019 and on February 25 every five years$ u: Z! B9 s8 T/ x: K5 H( x
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
1 _5 H% }8 K% T5 r$ s H% }the date fixed for redemption in the case of redemptions on any other date
$ x; `6 x! C. b, _on or after February 25, 2014.% B" l5 O8 M3 u4 v. k
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
7 Q; s0 `& w zShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have& C; l5 @7 A; r0 x) M( x
the right, at their option, to convert, on February 25, 2019 and on5 c, ^( n, M; m* E2 P8 ]- e
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
! q g# Y: b+ n5 N1 d/ Por all of their Preferred Shares Series 19 into an equal number of Preferred
8 u2 d }: R% |' [Shares Series 18 upon giving to the Bank written notice thereof not earlier
: n5 R& m o+ }' nthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the% f. u% ?- e3 s. ?1 X* t7 O8 t
15th day preceding, a Series 19 Conversion Date.2 h/ U- B' n- S$ M6 O$ C: i. Z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered- a2 B4 M! O( m% C+ _
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares8 c+ g5 L M0 L" T( x K9 A
Series 18, as the case may be, that there would be outstanding on such0 G2 T4 }( P: Q2 p5 }/ l' y. n
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
2 V9 h& |$ A* y5 s1 G3 gsuch remaining number of Preferred Shares Series 19 will automatically be
; D% a6 I7 t0 V/ D, x9 Aconverted on such Series 19 Conversion Date into an equal number of2 r9 a. d" S7 E! Q& X
Preferred Shares Series 18. Additionally, if the Bank determines that, after
: `4 g0 N* |6 X+ {* @, ~- e& t# j0 Bconversion, there would be outstanding on such Series 19 Conversion Date- W4 W: T1 L. X+ E5 O- L
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
- v7 C2 A2 Y( {Series 19 will be converted into Preferred Shares Series 18.
# [+ D7 t5 N+ @Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares- D4 a Z, w: u+ m- ~
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
. |, U& ]8 e- l& f0 `any meeting of the shareholders of the Bank unless and until the first time at
+ [/ H; e2 ^ l2 v% B) Xwhich the Board of Directors has not declared the whole dividend on the
2 Z1 s& a3 {: h" K8 }Preferred Shares Series 19 in any quarter. In that event, subject as
9 M6 h$ P7 `6 |8 C3 ^7 uhereinafter provided, the holders of Preferred Shares Series 19 will be
2 j6 r2 v5 s- k" M7 lentitled to receive notice of, and to attend, meetings of shareholders at which( O# q& g! b4 c
directors of the Bank are to be elected and will be entitled to one vote for
9 F5 d# m8 e; R7 P# m1 V. U+ Veach Preferred Share Series 19 held. The voting rights of the holders of the
2 O: D9 W: {* ^2 [0 ^' `8 v/ q6 q* D7 KPreferred Shares Series 19 will forthwith cease upon payment by the Bank of& w5 \9 n3 c% D7 {! U1 f
the first dividend on the Preferred Shares Series 19 to which the holders are
) X& @# A: |7 M, bentitled thereunder subsequent to the time such voting rights first arose until
0 m% z( _. A" I- f4 lsuch time as the Bank may again fail to declare the whole dividend on the
5 {7 j# F0 W! M% [9 Y7 ]Preferred Shares Series 19 in respect of any quarter, in which event such
9 P5 u% N0 `- z/ O9 b9 Vvoting rights will become effective again and so on from time to time.9 H D5 {/ m) M' }
S-6/ ]# ?4 P4 \+ p; @ H3 O
Priority: The preferred shares of each series of the Bank will rank on a parity with" z6 {% _& L. A# _4 V
every other series and are entitled to preference over the common shares of" [& w1 t: Y/ D+ U4 o
the Bank and over any other shares of the Bank ranking junior to the
5 Y! R' m. {' o) a" q# L" apreferred shares with respect to the payment of dividends and upon any% C* D) r- Y+ v, A, e6 F- r5 z
distribution of assets in the event of the liquidation, dissolution or
1 B4 y# Z* z# {9 G; d0 mwinding-up of the Bank.
2 Y* n' q) p' b% a, G' KTax on Preferred Share The Bank will elect, in the manner and within the time provided under
5 D( h+ A! M* |6 e. c0 }Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares o) ~" h6 e9 D3 \, T
Series 18 and Preferred Shares Series 19 will not be required to pay tax on! N% ]0 H8 D4 z) ^8 b/ f0 h- k% g
dividends received on such shares under Part IV.1 of such Act. |
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