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发表于 2008-11-29 16:58
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下面是BMO的:6 Z6 H( g/ q. D
SUMMARY OF THE OFFERING L& ?1 v: x% I! ?" C" s l
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’’." u& ]: \! F" N* Z6 p% \
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
5 @7 H- ~. {( EAmount: $150,000,000 (6,000,000 shares).
6 Y( q7 D1 U( r& R4 XPrice and Yield: $25.00 per share to yield initially 6.50% per annum.- g$ F7 ^# [! T" Q4 z. L
Principal Characteristics of the Preferred Shares Series 189 k( F3 ]0 K; |! D
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed( C) P# l1 g3 f% v
non-cumulative preferential cash dividends, as and when declared by the: ~+ j+ c# S! l, R
Board of Directors, subject to the provisions of the Bank Act, for the initial7 c7 C& O, D7 f" k
period commencing on the closing date and ending on and including
# u) F; W5 d ~February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the* K* D! s! j3 R! ?! Z; H* w
25th day of February, May, August and November in each year, at a rate
$ K6 C$ S9 i& b4 Kequal to $0.40625 per share. The initial dividend, if declared, will be payable
, l, H& `" H0 H8 @& V, @May 25, 2009 and will be $0.73459 per share, based on the anticipated closing6 M$ s0 v; j/ a! o
date of December 11, 2008.& H Q# e3 I" j$ H5 j
For each five-year period after the Initial Fixed Rate Period (each, a
1 v4 t9 G5 s! |8 |‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
! d; d B$ |' M2 `% eSeries 18 will be entitled to receive fixed non-cumulative preferential cash1 Q" o. P4 I0 _* S8 p
dividends, as and when declared by the Board of Directors, subject to the: f- H1 y- x0 q4 a6 @8 T
provisions of the Bank Act, payable quarterly on the 25th day of February,( i# v. ^# k5 P, c# q% h
May, August and November in each year, in the amount per share per annum
" x% g' x0 t8 [/ `: Zdetermined by multiplying the Annual Fixed Dividend Rate applicable to: [: ?% }) ?2 [+ b. j7 p1 p
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
& X" ~9 z/ ^7 K: m( C& m9 _Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
3 }4 n/ z. X# ]7 j' @Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
1 ?6 c! [1 G+ Y' x$ r) Aof such Subsequent Fixed Rate Period and will be equal to the sum of the
1 W( b8 `2 ]% e+ r5 W: ~ a" tGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
* f* N+ Z' V1 V. l% _! `1 Lplus 3.83%.
8 p) r5 j$ |3 IIf the Board of Directors does not declare a dividend, or any part thereof, on
3 G: R* K0 p( @# j. athe Preferred Shares Series 18 on or before the dividend payment date for a
5 Z3 G7 m! J: ]+ L% g! `3 B# ~particular quarter, then the entitlement of the holders of the Preferred$ U2 D2 q& k/ b ~- ]
Shares Series 18 to receive such dividend, or to any part thereof, for such
1 |+ j' l5 R& Y! D3 U0 o4 h- Xquarter will be forever extinguished.
2 B7 H2 {' q' ~: V0 h l3 hRedemption: Subject to the provisions of the Bank Act and to the prior consent of the5 m5 A K' ^- \# J/ Q, C t
Superintendent and to the provisions described below under ‘‘Details of the
9 k3 X# a. Y3 E A2 V2 w6 ~ cOffering — Certain Provisions of the Preferred Shares Series 18 as a
' e" {: a/ N7 S! dSeries — Restrictions on Dividends and Retirement of Shares’’, on: k2 g- g# d! x) o6 L
February 25, 2014 and on February 25 every five years thereafter, on not6 J( E! o5 F( D8 ` i2 D( u4 q
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any5 T" w+ D- U9 h& ~
part of the then outstanding Preferred Shares Series 18, at the Bank’s option/ M% J- H1 \5 ]7 f: v
without the consent of the holder, by the payment of an amount in cash for3 o. q3 | f) a6 I
each such share so redeemed of $25.00 together with all declared and unpaid
( o; A |3 M [0 r# o! bdividends to the date fixed for redemption. p# b) ^, {: F8 i
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic% Y. V+ ^5 |; c6 ^5 k
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have2 @' X [( ^0 T) x8 l2 j" C
the right, at their option, to convert, on February 25, 2014 and on/ c( Q) c, I1 n0 O7 [. @
S-4' h; L8 Z7 p- |
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
$ K5 ]2 @; o6 T) ?/ D; L- N+ n( E* ]or all of their Preferred Shares Series 18 into an equal number of Preferred
+ W$ {! F6 B% o( c: j; K; O/ ]5 [Shares Series 19 upon giving to the Bank notice thereof not earlier than
0 N; c7 p1 G7 `# V& e5 E3 E30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day3 w8 j: |: J' n1 {8 [( w
preceding, a Series 18 Conversion Date.2 t# p) c, Y$ b0 _" I
Automatic Conversion If the Bank determines, after having taken into account all shares tendered3 s* G2 D- ]2 L }5 \& _" q# \
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares( _' q* s2 @: ~5 f
Series 19, as the case may be, that there would be outstanding on such2 O3 T( s2 u* V% l, s1 f
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,( x, }0 u$ t1 M8 w5 r( Q
such remaining number of Preferred Shares Series 18 will automatically be
+ {, K; A# |8 J# W! Fconverted on such Series 18 Conversion Date into an equal number of: w$ e0 M1 L% ^5 U
Preferred Shares Series 19. Additionally, if the Bank determines that, after: p) b8 I; W0 _0 N" \' @ n9 Q5 L
conversion, there would be outstanding on such Series 18 Conversion Date
6 U9 T* z0 b0 E- f( N# fless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares9 J! f" A: l9 r( x4 ~
Series 18 will be converted into Preferred Shares Series 19.
$ ~! J& @3 i3 w/ V, o5 f2 L% y5 pVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares1 M# u! v) X" _& K
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
; ]% J. ]4 c( Vany meeting of the shareholders of the Bank unless and until the first time at- m6 ~5 W; |0 {/ R m0 t1 [
which the Board of Directors has not declared the whole dividend on the6 s( K" o- v9 q% B0 N
Preferred Shares Series 18 in any quarter. In that event, subject as' Y! V9 S+ _7 J/ N. s, q
hereinafter provided, the holders of Preferred Shares Series 18 will be+ P+ H9 `& n ~. l
entitled to receive notice of, and to attend, meetings of shareholders at which; r5 A+ {7 n% a. s+ `4 {2 \$ P
directors of the Bank are to be elected and will be entitled to one vote for
3 U) }7 j* l# S* heach Preferred Share Series 18 held. The voting rights of the holders of the
( B- X# X7 ~$ H+ X8 |6 j) ]7 RPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
/ j6 w# r2 M0 e; c- bthe first dividend on the Preferred Shares Series 18 to which the holders are, J f0 L$ k, `. W0 G+ `. D
entitled thereunder subsequent to the time such voting rights first arose until; p h$ ~8 P1 u5 A
such time as the Bank may again fail to declare the whole dividend on the
& S$ n J. P- pPreferred Shares Series 18 in respect of any quarter, in which event such
1 ?- w8 _' E9 e! r4 X+ z. cvoting rights will become effective again and so on from time to time.6 b1 x; a* C( m! v3 j' `+ u% `2 b
Principal Characteristics of the Preferred Shares Series 19/ X* _8 d' ?2 g8 s4 M
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive0 }& J- c( j$ ?; s
floating rate non-cumulative preferential cash dividends, as and when0 c4 S) [5 B, t0 v
declared by the Board of Directors, subject to the provisions of the Bank Act,
6 P, ^1 E" x4 {" Lpayable quarterly on the 25th day of February, May, August and November( R: M& F9 Y, B3 v
in each year, in the amount per share determined by multiplying the0 W2 d: X2 F! S" [
applicable Quarterly Floating Dividend Rate by $25.00.. N* [8 l% [/ \
On the 30th day prior to the commencement of the initial quarterly dividend
, X! d$ N6 k6 O% a3 @, nperiod beginning on February 25, 2014, and on the 30th day prior to the first6 m# |5 j: j# A1 q8 _, ^! \5 @
day of each subsequent quarterly dividend period (the initial quarterly
/ C0 y- w* S2 odividend period and each subsequent quarterly dividend period is referred to
0 B3 U- ^+ z6 q5 \) Qas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the* u, @4 ?) F, D6 d
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate# z( {- n- w+ U/ b B( `
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
. B1 }) \+ U% m dT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
# _; E; a- A& K3 v0 qelapsed in the applicable Quarterly Floating Rate Period divided by 365)
W0 n3 @2 x1 c8 R/ p( Vdetermined on the 30th day prior to the first day of the applicable Quarterly5 v/ h% w& g, C5 l; o' j1 f5 }4 O
Floating Rate Period., @# j- M9 ~4 h' }# h& D7 K
S-5
. p( X% I" J3 ?. R5 r+ M# IIf the Board of Directors does not declare a dividend, or any part thereof, on
. C3 q' y+ j; t% ?! t# {the Preferred Shares Series 19 on or before the dividend payment date for a
( u: a- b8 O$ B( B! cparticular quarter, then the entitlement of the holders of the Preferred- H9 V. M' B, H' y
Shares Series 19 to receive such dividend, or to any part thereof, for such
; r/ [; {5 A6 n* `& Z5 zquarter will be forever extinguished.) R- [7 V. c7 l" ?% a
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the1 |+ @% m; a. Q0 z
Superintendent and to the provisions described below under the heading
( _/ E2 q; }7 H‘‘Details of the Offering — Certain Provisions of the Preferred Shares
W$ Q( ?" E J5 ~4 w/ \Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
# E# N( Y( [4 h+ O, m9 Aon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
9 c; \$ B* _% U. qor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
: j3 _1 t2 d% H! d; h8 xoption without the consent of the holder, by the payment of an amount in0 _& A5 K. A" B' W! |
cash for each such share so redeemed of (i) $25.00 together with all declared
, X# b8 k# d& f5 b' oand unpaid dividends to the date fixed for redemption in the case of
8 A6 Y: k0 x$ H c$ r; E0 predemptions on February 25, 2019 and on February 25 every five years
& i% v( }$ b* G; J7 S/ B$ \! Wthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
t' Y) x8 o8 A8 ^7 i: g2 ithe date fixed for redemption in the case of redemptions on any other date
6 I6 F" D8 @9 D1 F8 ion or after February 25, 2014.
8 _0 j2 G' x2 t# k& a3 S& w9 p; }Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
& @. c9 b; ` d+ OShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have9 {) _' T: c+ D& \
the right, at their option, to convert, on February 25, 2019 and on
, r3 e G/ T& l% ZFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
4 ?% R+ s- W9 U& Q+ o+ ~- Lor all of their Preferred Shares Series 19 into an equal number of Preferred! q7 X" B) b0 h' I
Shares Series 18 upon giving to the Bank written notice thereof not earlier
) x% ~; D. W8 y; }9 t& L' Hthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the. {" U3 N3 p% ^
15th day preceding, a Series 19 Conversion Date.
2 q5 F! s/ o( k( I* sAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
( P% y/ h* O9 k1 \; wProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
: G2 U7 w8 [0 ]) |% R1 ^Series 18, as the case may be, that there would be outstanding on such, _/ [7 C* {( `; Q0 ^, G4 F
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
! ]. |# e! Z) ?8 H9 w# {such remaining number of Preferred Shares Series 19 will automatically be
t2 P$ e( }$ pconverted on such Series 19 Conversion Date into an equal number of
6 L5 p/ L6 L& A5 p* o7 H0 m0 w: kPreferred Shares Series 18. Additionally, if the Bank determines that, after
3 g' t9 j& \9 xconversion, there would be outstanding on such Series 19 Conversion Date" U: @, o7 R0 O/ G
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares( r' c; n9 e$ O( u5 o7 o# ?
Series 19 will be converted into Preferred Shares Series 18.
! V i, g {' J9 E6 M6 vVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
; n0 E) v) p( f% b7 N7 F7 P4 HSeries 19 will not be entitled as such to receive notice of, attend, or vote at,! |2 w* W5 I2 i; E, }7 ]4 c! z
any meeting of the shareholders of the Bank unless and until the first time at
. e( G3 Q7 [# M2 A2 B6 \/ ]. hwhich the Board of Directors has not declared the whole dividend on the$ {2 [& i' A9 j4 m; P
Preferred Shares Series 19 in any quarter. In that event, subject as1 J' @. j( v& x
hereinafter provided, the holders of Preferred Shares Series 19 will be3 v& l ^ U, N7 T. h6 r
entitled to receive notice of, and to attend, meetings of shareholders at which
, r0 L. c6 e6 O: Zdirectors of the Bank are to be elected and will be entitled to one vote for8 Q' V8 Y9 Z$ {4 f, |" z- f& ^' j
each Preferred Share Series 19 held. The voting rights of the holders of the
$ Z& R( M0 H4 zPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
" l) \- W i! ^ ?3 hthe first dividend on the Preferred Shares Series 19 to which the holders are
/ `$ u9 B+ X$ u/ C% pentitled thereunder subsequent to the time such voting rights first arose until- b2 e* a, b1 T/ f* m# I. n; \
such time as the Bank may again fail to declare the whole dividend on the
! _6 \" y0 u! Q9 s+ mPreferred Shares Series 19 in respect of any quarter, in which event such
7 b w' @! E! X6 F- y8 I' Evoting rights will become effective again and so on from time to time.% N" P/ K0 _( X& j
S-6
2 e0 u5 j/ I u0 s) }! G5 @2 f# _Priority: The preferred shares of each series of the Bank will rank on a parity with
2 w7 h1 }) o! H3 d; {every other series and are entitled to preference over the common shares of& r" E" A) }3 }/ k. D) K9 n2 |
the Bank and over any other shares of the Bank ranking junior to the" C& ^ x. E% y3 h
preferred shares with respect to the payment of dividends and upon any
- j9 x4 q7 S0 L3 \2 z1 [% e7 N0 Odistribution of assets in the event of the liquidation, dissolution or% E! T4 h0 t% [" ^& S
winding-up of the Bank.
3 |2 n* m9 G+ D: P% ]* b5 N) bTax on Preferred Share The Bank will elect, in the manner and within the time provided under, c6 P0 Q' V) {3 Z
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
) q0 }& y" Q/ M" i0 ]- m) nSeries 18 and Preferred Shares Series 19 will not be required to pay tax on! K0 V7 @+ k7 L6 M8 J9 i) {! v. ? j
dividends received on such shares under Part IV.1 of such Act. |
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