 鲜花( 26)  鸡蛋( 0)
|

楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的:8 v1 q: D s2 ]! C# I* J9 ]
SUMMARY OF THE OFFERING2 E' d- T- [+ ~* k. ^: @
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’’.0 ~' u0 R$ X2 p- L
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
9 c8 K" b' Z( W. K' {Amount: $150,000,000 (6,000,000 shares).0 {- }" f. ~2 F! E/ k) v1 ^" o" P
Price and Yield: $25.00 per share to yield initially 6.50% per annum.. m# T. ]$ O; F0 U
Principal Characteristics of the Preferred Shares Series 18
* E7 ^% c, [6 d; ^+ dDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
1 G2 r+ }- o9 }# l& W, ^non-cumulative preferential cash dividends, as and when declared by the$ p8 Y% i' k1 t: X
Board of Directors, subject to the provisions of the Bank Act, for the initial
* [: V5 R6 l& P+ j( Zperiod commencing on the closing date and ending on and including
% N; S% Y1 [( D# |February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
, s& R a% o& H" ]5 ?5 U: {25th day of February, May, August and November in each year, at a rate
6 m- ^0 M3 V( J: E2 h3 k$ S: T$ t* Gequal to $0.40625 per share. The initial dividend, if declared, will be payable9 J9 c, v" m) u0 B3 q1 ]: M
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing) e% K% _0 ^, i' g
date of December 11, 2008., a0 h" U, h. h; `" _8 D
For each five-year period after the Initial Fixed Rate Period (each, a
8 M9 }$ E' N _) y. S' a‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
# f1 n. | N6 S8 W7 RSeries 18 will be entitled to receive fixed non-cumulative preferential cash
. m2 N: E8 P1 ^* L2 ]( ?dividends, as and when declared by the Board of Directors, subject to the% I$ \! a2 T: j, w
provisions of the Bank Act, payable quarterly on the 25th day of February,
1 [, O6 Q/ T9 ?" m6 u5 aMay, August and November in each year, in the amount per share per annum- M! o+ V$ T1 m
determined by multiplying the Annual Fixed Dividend Rate applicable to) z: o) u4 s+ l! S7 O# J
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend. g* P6 _# ^5 O ~" l7 r0 w! U' Q. e
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
) _) M% c! W& L2 s1 hBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
. H2 ~9 W+ p3 S8 l( y9 H, b. xof such Subsequent Fixed Rate Period and will be equal to the sum of the$ v- J6 @5 y' _; s! e( W
Government of Canada Yield on the applicable Fixed Rate Calculation Date1 b) A# C. v6 S4 C7 }+ u1 |
plus 3.83%.% R2 m/ g. j7 N8 {8 {! P" z
If the Board of Directors does not declare a dividend, or any part thereof, on
$ ^$ U1 r/ J; [5 `+ @the Preferred Shares Series 18 on or before the dividend payment date for a1 A9 r3 O- c* z6 J. d
particular quarter, then the entitlement of the holders of the Preferred
, E+ M- k! Q) g1 [Shares Series 18 to receive such dividend, or to any part thereof, for such
+ m4 w3 J; \& S2 l) U3 k% z: [/ ?quarter will be forever extinguished.. e% A$ y4 W5 G+ ]& I+ ]- }
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
: H& v6 ?% D$ @Superintendent and to the provisions described below under ‘‘Details of the0 Z3 [' S+ T; B! ~) B, r" O
Offering — Certain Provisions of the Preferred Shares Series 18 as a Q3 ~' y0 l+ R2 N) k
Series — Restrictions on Dividends and Retirement of Shares’’, on5 s6 Q6 a+ H! g5 ^
February 25, 2014 and on February 25 every five years thereafter, on not+ z8 z% V" F9 D7 c( E+ V
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
; U: I, Z. \- @4 v# ~part of the then outstanding Preferred Shares Series 18, at the Bank’s option
" w+ f- p0 ^1 ]1 j4 e2 pwithout the consent of the holder, by the payment of an amount in cash for% f$ S2 |/ h( A' n# c4 z3 j
each such share so redeemed of $25.00 together with all declared and unpaid6 W- L5 Q+ S$ X& P0 v
dividends to the date fixed for redemption. o4 j2 J: w& W- l' ?7 u
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
g2 |! z, Y! n$ [2 Z0 sShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
, x* D' B7 g! i/ h( U( rthe right, at their option, to convert, on February 25, 2014 and on0 v9 ]+ g3 K' F/ {
S-4
$ \: x% E; G( i, S N- U0 u8 FFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
5 a) S6 h: c. ^7 N4 Hor all of their Preferred Shares Series 18 into an equal number of Preferred$ L" w* ~7 W3 t
Shares Series 19 upon giving to the Bank notice thereof not earlier than# T8 c G9 l" B
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
. `0 L' j+ {/ z: |preceding, a Series 18 Conversion Date.
+ M' n# d2 S" p; F4 F* ]Automatic Conversion If the Bank determines, after having taken into account all shares tendered
$ v( k; D' U! K" _) }0 n6 H( XProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
4 N9 c! v2 p7 uSeries 19, as the case may be, that there would be outstanding on such
6 ^" p0 w% L: V" o: `: nSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
( P4 I# @( n+ \- Ksuch remaining number of Preferred Shares Series 18 will automatically be
) O6 b3 L. V- J4 p2 w h; Mconverted on such Series 18 Conversion Date into an equal number of; n: Y4 C( S. |9 t% y
Preferred Shares Series 19. Additionally, if the Bank determines that, after
% j" u) S( c* Mconversion, there would be outstanding on such Series 18 Conversion Date
n, M/ t$ C% M# }6 ?less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
# A _' E) e3 w+ b7 z% OSeries 18 will be converted into Preferred Shares Series 19.9 P1 \3 w8 _0 E6 @
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 {+ D( k' Q+ E- QSeries 18 will not be entitled as such to receive notice of, attend, or vote at,# d/ U1 c) S5 `+ s
any meeting of the shareholders of the Bank unless and until the first time at
H; \ h9 x! T: [$ W2 awhich the Board of Directors has not declared the whole dividend on the5 X; z. {( e# V6 o; }9 w3 J
Preferred Shares Series 18 in any quarter. In that event, subject as7 ]2 Y& u7 b. e) z
hereinafter provided, the holders of Preferred Shares Series 18 will be8 B0 O( Q3 B3 l5 j. a2 k) ~
entitled to receive notice of, and to attend, meetings of shareholders at which1 D( F' e+ v3 Z* ?' M
directors of the Bank are to be elected and will be entitled to one vote for
; R9 ?3 N. G/ T5 U" Z' _& G8 T$ feach Preferred Share Series 18 held. The voting rights of the holders of the
# v/ l7 k/ g* N& B) L6 J! xPreferred Shares Series 18 will forthwith cease upon payment by the Bank of# M/ q- P7 ?! g$ I5 U, L3 f
the first dividend on the Preferred Shares Series 18 to which the holders are5 \$ l$ ~- C. ]6 N- n. o
entitled thereunder subsequent to the time such voting rights first arose until
4 l& U" I6 h; l. ~5 Lsuch time as the Bank may again fail to declare the whole dividend on the
$ a) Q6 R% m7 s) o/ gPreferred Shares Series 18 in respect of any quarter, in which event such
1 C3 ]9 f3 C Q2 I# N5 G6 Q% y/ Rvoting rights will become effective again and so on from time to time.) V) }7 i' w5 [* V5 {8 T! O7 c) L
Principal Characteristics of the Preferred Shares Series 19
( P# r! [( D! ^3 d8 C$ NDividends: The holders of the Preferred Shares Series 19 will be entitled to receive# D( H; f$ U) M7 V
floating rate non-cumulative preferential cash dividends, as and when
1 q: B2 {# d O* T0 edeclared by the Board of Directors, subject to the provisions of the Bank Act,! \) ]( D4 q2 j4 _6 f
payable quarterly on the 25th day of February, May, August and November
, W& G D O1 v9 S H% Uin each year, in the amount per share determined by multiplying the' m# X4 \: Q4 [4 S: G3 `: p+ C
applicable Quarterly Floating Dividend Rate by $25.00. V: d. y# b! S5 W u+ w6 E
On the 30th day prior to the commencement of the initial quarterly dividend, J9 Z% ^ C) ?( d# Y
period beginning on February 25, 2014, and on the 30th day prior to the first% ^# g7 T9 }2 m
day of each subsequent quarterly dividend period (the initial quarterly6 g& c( Q/ \3 k% j( T9 a# N( ^* s
dividend period and each subsequent quarterly dividend period is referred to( J) O% F l1 H5 k
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the7 M/ Y1 I6 \7 r7 [
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
$ E m' U. ^, ^5 LPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
) o% [4 v6 m) k1 P9 ?2 Y% T- zT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days* r: {3 ]) [* k+ c6 o6 H
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
% G1 H w' _! [/ q5 N/ _! b+ R4 C( |$ Fdetermined on the 30th day prior to the first day of the applicable Quarterly6 e" S3 n6 Q& z8 m1 X, a& N8 v+ S
Floating Rate Period.) [ ]8 v# S6 g3 L. r+ r
S-5
! D3 p$ |# j# o6 {9 f1 Q& I! HIf the Board of Directors does not declare a dividend, or any part thereof, on
* r* a- [' U8 F7 ] o xthe Preferred Shares Series 19 on or before the dividend payment date for a& L& B" N' q5 n# P8 h
particular quarter, then the entitlement of the holders of the Preferred8 o- y0 p6 D: M4 Y+ r8 `
Shares Series 19 to receive such dividend, or to any part thereof, for such
* y; x( E: k9 y/ h, Lquarter will be forever extinguished.
2 ^ [2 y w% ]% }- KRedemption: Subject to the provisions of the Bank Act and to the prior consent of the3 |/ I2 ^( l* O: u- C" k* c
Superintendent and to the provisions described below under the heading% r4 G* a9 N% b' h
‘‘Details of the Offering — Certain Provisions of the Preferred Shares8 y6 z" _0 x1 I' t+ |8 \: z
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,1 h7 r/ W+ ~2 n7 R; _; A5 a+ Y3 f3 v
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
E( `" D- O! {/ xor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
5 e, d8 m J0 h" ?option without the consent of the holder, by the payment of an amount in
) u1 q& O! v% d3 M; Hcash for each such share so redeemed of (i) $25.00 together with all declared
8 c; {5 ^( f4 E3 Y( d) U0 d' `* gand unpaid dividends to the date fixed for redemption in the case of
9 R( |. d J: ?3 D0 i/ r2 v; Q v4 gredemptions on February 25, 2019 and on February 25 every five years& N% d+ u6 Q5 a) H! ~; o- R
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
6 C+ ]. q3 a8 t7 \/ h6 ~the date fixed for redemption in the case of redemptions on any other date, J' L3 e" [8 j; b! A7 h C* I( w, S
on or after February 25, 2014.2 G8 ]* b% |( ?% e- [
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
$ P6 K' j/ `5 dShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have- e1 x$ k8 a5 X# L1 b
the right, at their option, to convert, on February 25, 2019 and on
( [* R) N5 Q' |- R2 o# HFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any0 m+ Q" i( z2 K4 }; P
or all of their Preferred Shares Series 19 into an equal number of Preferred q" A/ J4 H) n# b, w
Shares Series 18 upon giving to the Bank written notice thereof not earlier
* b) U" @* B3 _, a3 e( tthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
6 D, B# \( \/ p. t1 F+ R& w15th day preceding, a Series 19 Conversion Date.
$ C- l: L$ ?4 R; ?- W4 W1 \Automatic Conversion If the Bank determines, after having taken into account all shares tendered
. Z, P# w/ S1 X8 _Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
9 n' B$ y V; {& S$ y( CSeries 18, as the case may be, that there would be outstanding on such% G9 G5 J- N m, N. S& R
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
4 E: q: e9 r! s A* L Vsuch remaining number of Preferred Shares Series 19 will automatically be- r1 s+ T/ @( T4 G$ f: ]6 z
converted on such Series 19 Conversion Date into an equal number of
% l+ K# {. X0 S1 F# YPreferred Shares Series 18. Additionally, if the Bank determines that, after
# m' m: O |4 M; wconversion, there would be outstanding on such Series 19 Conversion Date7 Y# D# h z. p+ ^
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
F- J' b: l* \* i& @Series 19 will be converted into Preferred Shares Series 18.
5 s! p% O1 A3 q% @& ~0 ?Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares! ?* H7 Y! e- B, M8 K* f
Series 19 will not be entitled as such to receive notice of, attend, or vote at,8 P, P( _) N7 K
any meeting of the shareholders of the Bank unless and until the first time at
3 i6 M7 X4 q- r! Rwhich the Board of Directors has not declared the whole dividend on the4 y4 j2 ?. q8 N7 |
Preferred Shares Series 19 in any quarter. In that event, subject as; y0 ^. B+ s; j- l
hereinafter provided, the holders of Preferred Shares Series 19 will be: ?6 O" C, [9 U
entitled to receive notice of, and to attend, meetings of shareholders at which
3 Z' H" R" m* l6 Ndirectors of the Bank are to be elected and will be entitled to one vote for3 y4 e7 d3 w- T$ w1 j+ }
each Preferred Share Series 19 held. The voting rights of the holders of the
/ i5 ~8 s( |, S4 N/ \Preferred Shares Series 19 will forthwith cease upon payment by the Bank of* s2 U; X; ^* t# h5 J5 E! r
the first dividend on the Preferred Shares Series 19 to which the holders are
- B" z/ T: V( I6 D W( v3 tentitled thereunder subsequent to the time such voting rights first arose until
9 |' [! s, m3 ]# \3 k5 esuch time as the Bank may again fail to declare the whole dividend on the7 h' `( C5 h% F' R
Preferred Shares Series 19 in respect of any quarter, in which event such
5 U& A5 `2 L1 Y/ e( W/ K5 Uvoting rights will become effective again and so on from time to time.: C ]* N! A+ v" }. P. @4 Q
S-6
1 n. A- S* |+ K ?' gPriority: The preferred shares of each series of the Bank will rank on a parity with
4 n1 F6 a- v+ C: m0 }: K9 A# Bevery other series and are entitled to preference over the common shares of
; n5 K, S7 x5 G8 E- j6 c3 P( rthe Bank and over any other shares of the Bank ranking junior to the
$ P& M) ~" r5 g5 Gpreferred shares with respect to the payment of dividends and upon any
. P7 u, F* ^. }+ q$ D- _distribution of assets in the event of the liquidation, dissolution or
/ O6 n( g. k2 x" wwinding-up of the Bank.
' C: y0 Q# Y! X5 }Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
# d/ s; b: G2 o9 IDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares( d* C! e' s' x) V
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
6 A; [) |3 X7 T5 a$ G) [7 Qdividends received on such shares under Part IV.1 of such Act. |
|