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发表于 2008-11-29 16:58
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下面是BMO的:/ J* g1 e6 V( o3 M$ L
SUMMARY OF THE OFFERING
: p3 t, O; r. y( KThis 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’’.
o: d% _2 P- J' O/ t: wIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
' c- `; y( q! J7 ?, A. V) HAmount: $150,000,000 (6,000,000 shares).6 m# @: ~/ n4 M5 ^4 j* o6 O
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
$ E6 }% s" x) Y4 A1 e2 xPrincipal Characteristics of the Preferred Shares Series 18
8 c) O/ w4 H8 `+ w1 _Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
' ]0 f7 K6 z* L1 h- u* d/ ]+ anon-cumulative preferential cash dividends, as and when declared by the
/ l, J1 M+ V: I k4 M9 ABoard of Directors, subject to the provisions of the Bank Act, for the initial
2 p) c& j/ Q- i1 ]period commencing on the closing date and ending on and including* G/ r/ P( @+ ]9 ~
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the% Y3 j8 k R0 C6 e' P. d
25th day of February, May, August and November in each year, at a rate
$ S }1 q! I2 ~5 Z, I2 aequal to $0.40625 per share. The initial dividend, if declared, will be payable
( j9 X" T/ Z, l9 tMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
+ l8 Z* G+ x# W# `4 S/ D9 ?0 |date of December 11, 2008.
8 I+ t1 U$ U Z) j6 Y5 eFor each five-year period after the Initial Fixed Rate Period (each, a2 l- U5 t+ J/ a- q0 b- t
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares ^1 q4 _2 h; c- }. ?# J) }4 g
Series 18 will be entitled to receive fixed non-cumulative preferential cash
# P8 T; `- v* l0 D; L0 Y) W& zdividends, as and when declared by the Board of Directors, subject to the
: D. u" U8 U7 ]1 a W9 iprovisions of the Bank Act, payable quarterly on the 25th day of February,5 x2 z4 B1 k- a- m) J
May, August and November in each year, in the amount per share per annum
& ]( @! F/ _0 R0 q( H7 @4 wdetermined by multiplying the Annual Fixed Dividend Rate applicable to
' x5 _7 }+ X6 M+ j: n$ H/ n5 @such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend* \6 s3 i- s, s6 ~8 ^0 }
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
3 O8 a3 ]5 N1 K* nBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day6 ?1 J) v' P5 n0 b- S& W
of such Subsequent Fixed Rate Period and will be equal to the sum of the( ^6 _& i, B- z! P
Government of Canada Yield on the applicable Fixed Rate Calculation Date: n. D. {2 O5 {& s r
plus 3.83%.4 r3 ]! P9 s2 O& Y6 T7 m+ C3 Z( S+ _
If the Board of Directors does not declare a dividend, or any part thereof, on
6 I/ B( P; B6 M" v' tthe Preferred Shares Series 18 on or before the dividend payment date for a
4 _# J" ] ^9 @' R/ Q& Rparticular quarter, then the entitlement of the holders of the Preferred
6 _; \" C% g- cShares Series 18 to receive such dividend, or to any part thereof, for such7 |8 [; Q6 r% P. v. r, I% O
quarter will be forever extinguished.
$ _- Y( ], `( s$ S; n4 g2 ERedemption: Subject to the provisions of the Bank Act and to the prior consent of the2 |* S4 E" B( w( S
Superintendent and to the provisions described below under ‘‘Details of the% K% \: `3 a5 O; _
Offering — Certain Provisions of the Preferred Shares Series 18 as a& w- e" M+ \# V2 D% R' }
Series — Restrictions on Dividends and Retirement of Shares’’, on+ V- I: v) n ]+ d/ ]
February 25, 2014 and on February 25 every five years thereafter, on not9 K: F8 Q8 R& V; L( k. e9 L. W
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any; c; ]7 _- T9 i# K: b0 n7 S
part of the then outstanding Preferred Shares Series 18, at the Bank’s option; e8 J; C2 u B" R+ H+ F. m: r3 Y
without the consent of the holder, by the payment of an amount in cash for
: c0 f) s; Z2 I5 C& {each such share so redeemed of $25.00 together with all declared and unpaid
1 n7 Q1 B. \, ?# wdividends to the date fixed for redemption.
# `4 L% Z$ g; |3 k% m* ^Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
' l" v+ _& B5 {2 x& BShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
8 B& G8 A7 O0 x4 K' k; Lthe right, at their option, to convert, on February 25, 2014 and on; N# G9 m1 Q& Y3 B+ u) L- ]% o0 L) P
S-4; c/ t: Y+ ~# W7 m5 S( d4 x/ ]& P
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any# A4 _ V# A7 o9 C- I# t0 }5 I
or all of their Preferred Shares Series 18 into an equal number of Preferred# m( J9 F( s2 D4 e5 ^- x, Y( @
Shares Series 19 upon giving to the Bank notice thereof not earlier than1 C1 m2 v! y; R3 I' o# B1 h# ?$ m, z
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
. r9 _% b0 r0 m7 I4 y4 Hpreceding, a Series 18 Conversion Date.
% @% k. w. }) t& WAutomatic Conversion If the Bank determines, after having taken into account all shares tendered4 b) P7 G$ g* ^! F2 B( |1 Y( p
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares% a* Q3 S5 U: k- a
Series 19, as the case may be, that there would be outstanding on such8 c/ D5 Y* G0 _7 ~8 @3 G& N
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,/ B" f" M, k, u/ j5 Q
such remaining number of Preferred Shares Series 18 will automatically be5 n# |, A ~- ?/ D. d6 z4 R4 `
converted on such Series 18 Conversion Date into an equal number of u- \: e, r; k: y
Preferred Shares Series 19. Additionally, if the Bank determines that, after
* B/ U: L+ Q% w& }conversion, there would be outstanding on such Series 18 Conversion Date! d5 m3 Y) h/ _! F, r" c$ F
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares$ U$ V8 G: o2 y) w% \% a
Series 18 will be converted into Preferred Shares Series 19.% k# M5 Z* z! W; a7 C/ U5 I
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# }! |5 u' d& | m2 x! zSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
~, X s( ^5 m4 s* rany meeting of the shareholders of the Bank unless and until the first time at
4 I- t/ e0 S: [- v& s! F9 Uwhich the Board of Directors has not declared the whole dividend on the+ ~9 E& v. u6 d2 ]. N9 ^
Preferred Shares Series 18 in any quarter. In that event, subject as4 X l, P. l3 ?
hereinafter provided, the holders of Preferred Shares Series 18 will be
! I& B; F. }6 i# Z: O5 C1 c# uentitled to receive notice of, and to attend, meetings of shareholders at which# S: t8 J: Z5 d* |9 V
directors of the Bank are to be elected and will be entitled to one vote for
7 p, U, |& @! _- ?* R4 j3 Heach Preferred Share Series 18 held. The voting rights of the holders of the
9 i/ K1 R% m/ b' fPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
. k& a0 f( N, I% L' A$ `) Uthe first dividend on the Preferred Shares Series 18 to which the holders are
8 Y) t1 A- H. v2 \entitled thereunder subsequent to the time such voting rights first arose until( n0 ~) y$ r% z; x7 ~! d
such time as the Bank may again fail to declare the whole dividend on the8 Z( g2 Y/ v* Y+ U' t* f
Preferred Shares Series 18 in respect of any quarter, in which event such
, I% a W2 R9 T; j* C3 Ivoting rights will become effective again and so on from time to time.& Y' {/ J/ F) z$ g( i7 c
Principal Characteristics of the Preferred Shares Series 19
3 ]# f( |! {" ]( o f' @Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive* M. w4 W1 y3 f1 F5 I5 a. x) Q5 z
floating rate non-cumulative preferential cash dividends, as and when
/ Z( P. @( Q% }) fdeclared by the Board of Directors, subject to the provisions of the Bank Act,- Y& M" G4 k; R2 |# v; @
payable quarterly on the 25th day of February, May, August and November: i1 g1 T) j# n( v
in each year, in the amount per share determined by multiplying the* H' f/ T( d" y& f/ ?
applicable Quarterly Floating Dividend Rate by $25.00.( Q$ x+ @7 G5 j: G
On the 30th day prior to the commencement of the initial quarterly dividend! a1 k) d; J/ u* g |0 x! t/ Q* i
period beginning on February 25, 2014, and on the 30th day prior to the first
! n( t; ?& |9 o+ M# E9 e, z1 |day of each subsequent quarterly dividend period (the initial quarterly6 A! Y$ A+ r5 d9 Q
dividend period and each subsequent quarterly dividend period is referred to* u: G7 W4 V" L
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the7 o+ c2 ~3 O1 B) ~' e
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
* U3 C2 d$ }! W1 H' J0 ~* [Period. The Quarterly Floating Dividend Rate will be equal to the sum of the3 W: B" p w/ L! i
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days# ^3 H, r! g% H a
elapsed in the applicable Quarterly Floating Rate Period divided by 365)7 I' r0 s6 \, j9 Z' J
determined on the 30th day prior to the first day of the applicable Quarterly' j9 ?: @2 e, n3 D8 ^
Floating Rate Period.
7 b! g! h! [; lS-5' f4 @9 P. h* I6 h
If the Board of Directors does not declare a dividend, or any part thereof, on1 {) }7 E! C' O. p( \
the Preferred Shares Series 19 on or before the dividend payment date for a% S+ H; [3 A0 o9 r( s7 W' y
particular quarter, then the entitlement of the holders of the Preferred
1 R) \' Y1 B: @5 h& a( fShares Series 19 to receive such dividend, or to any part thereof, for such! K$ o% ?, h X' D" r8 r
quarter will be forever extinguished.
g( F# n% S+ i9 A" S2 L! f2 J% MRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
8 T: V/ f; @; E" WSuperintendent and to the provisions described below under the heading) Y6 k+ z7 i" I! i
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
5 s- d ]7 v4 v, X: Y, TSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
& F; T! Y2 Z$ P- O7 N; W( don not more than 60 nor less than 30 days’ notice, the Bank may redeem all
% e( K' d3 {* v2 a. s) n4 Tor any part of the then outstanding Preferred Shares Series 19, at the Bank’s: P: l. \# _ T. a4 {
option without the consent of the holder, by the payment of an amount in
9 O1 U- h* _0 Wcash for each such share so redeemed of (i) $25.00 together with all declared
2 V* [( X6 W [7 c7 q/ W1 C1 Pand unpaid dividends to the date fixed for redemption in the case of3 }- g3 }& D. L) W7 M- c: U' v; u
redemptions on February 25, 2019 and on February 25 every five years. q. k; o* Z# F/ R) a5 O& E
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to' t/ L3 x4 d9 Q7 A( ^. J3 D/ G# g
the date fixed for redemption in the case of redemptions on any other date; G, c2 k% i9 v$ J
on or after February 25, 2014.
; X: s4 l. j S' l6 r7 FConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic$ c" R0 n: N3 @& T+ P' f( |# ?
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
8 {1 Z+ g" y' i2 @the right, at their option, to convert, on February 25, 2019 and on% c7 U0 F. e' ^( C! ^( r
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any+ h8 Z3 j7 N N7 I! M# g, m; t
or all of their Preferred Shares Series 19 into an equal number of Preferred3 U. z2 c1 ?* ]: K! ]: h3 y6 q9 i
Shares Series 18 upon giving to the Bank written notice thereof not earlier) V0 Z% G0 R2 S1 H" T# e
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the1 l ?# O* |- w( y# ~
15th day preceding, a Series 19 Conversion Date." A4 U a3 p" c6 n3 v. i$ i
Automatic Conversion If the Bank determines, after having taken into account all shares tendered+ w9 K% w2 A- \% e1 j B1 l Y
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares r, Q) A, u- v1 p% x
Series 18, as the case may be, that there would be outstanding on such$ b5 e5 _9 T/ F- i9 G( w
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
! M/ Y( U/ ^' H4 ^2 F4 Ysuch remaining number of Preferred Shares Series 19 will automatically be* K5 @' ]' j( C7 c7 P* o
converted on such Series 19 Conversion Date into an equal number of: t1 u( I% L% R4 V7 f
Preferred Shares Series 18. Additionally, if the Bank determines that, after1 o# E x+ ], c
conversion, there would be outstanding on such Series 19 Conversion Date$ x8 B7 T" A8 w# Y: v
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
# x c: O( D8 ?; ]4 Y6 Y, rSeries 19 will be converted into Preferred Shares Series 18.
1 w% j: t' P! k. x( ?1 P+ R* |3 uVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
) B/ W A V0 w- X) k/ v: H7 }9 VSeries 19 will not be entitled as such to receive notice of, attend, or vote at,2 P# T5 b4 s: T. ~/ G& |
any meeting of the shareholders of the Bank unless and until the first time at& j' N+ l% l7 r, O
which the Board of Directors has not declared the whole dividend on the
% q3 |0 I7 r( N8 L" v W. S# FPreferred Shares Series 19 in any quarter. In that event, subject as% ~" _ O# j, |
hereinafter provided, the holders of Preferred Shares Series 19 will be
2 M0 t" {4 S3 O/ j, bentitled to receive notice of, and to attend, meetings of shareholders at which( i+ N6 s W+ B$ k: |1 @: g
directors of the Bank are to be elected and will be entitled to one vote for, l u+ v7 U0 B1 \; d6 Z
each Preferred Share Series 19 held. The voting rights of the holders of the
! r# `! M% b+ N5 t( p3 ]1 WPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
7 i; B) L- J) F/ l4 l* Z: G3 Kthe first dividend on the Preferred Shares Series 19 to which the holders are; w5 H5 O2 N0 L8 W
entitled thereunder subsequent to the time such voting rights first arose until* a8 |( ]) Z3 ]* x
such time as the Bank may again fail to declare the whole dividend on the- t9 W6 D( F( A0 I( O+ \( R
Preferred Shares Series 19 in respect of any quarter, in which event such
5 p0 ^$ q: h i$ Pvoting rights will become effective again and so on from time to time.
' k$ h( R# N0 d& M- r) iS-6
2 [! x N7 N6 B( S' ^Priority: The preferred shares of each series of the Bank will rank on a parity with3 c( A1 l" @- G! F% J
every other series and are entitled to preference over the common shares of+ p$ v! a3 e p+ {
the Bank and over any other shares of the Bank ranking junior to the
' y/ `* `3 s" z s8 lpreferred shares with respect to the payment of dividends and upon any
1 k! o) G% _2 H" Q! Zdistribution of assets in the event of the liquidation, dissolution or8 w6 H E6 O- [% g6 j
winding-up of the Bank.$ d/ c0 t7 I2 s9 H( T% P) y
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
8 j* K R9 x# {, z2 a& L3 D1 `! V8 k' yDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares3 s$ K1 M; n- d) C
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
% K: D$ ]1 _9 j. S. Z+ v( t4 ~dividends received on such shares under Part IV.1 of such Act. |
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