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发表于 2008-11-29 16:58
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下面是BMO的:; @% ~8 l3 e. S% t
SUMMARY OF THE OFFERING* y9 F" s6 I/ S$ a4 p" {1 F2 C
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’’.
4 f/ C7 E) x1 B e5 KIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.' Z4 C! i' J' _% g
Amount: $150,000,000 (6,000,000 shares).) c- m2 W- ]# o( P8 i
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
$ b/ Y# f! G# G1 P6 ePrincipal Characteristics of the Preferred Shares Series 18
2 t% e- ~& G: I' H3 SDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
1 Q1 `5 S% p! M+ n% c1 nnon-cumulative preferential cash dividends, as and when declared by the/ b9 I! g. B3 \
Board of Directors, subject to the provisions of the Bank Act, for the initial- t7 B* C9 _ ^8 @2 V- H* A$ n
period commencing on the closing date and ending on and including
' H8 o8 D3 q/ V7 A5 fFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the5 \" G. F8 X: |9 b5 l
25th day of February, May, August and November in each year, at a rate
{. B# e7 J* n2 G& V: C! Vequal to $0.40625 per share. The initial dividend, if declared, will be payable
Z9 R+ S" Z7 }; c& ~7 [May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
: A2 w$ O2 h, a# odate of December 11, 2008.. z, [) l2 M8 B+ p% Q; Z
For each five-year period after the Initial Fixed Rate Period (each, a2 _1 \' @9 l" C2 h1 f
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
/ B) g+ I9 \$ P) WSeries 18 will be entitled to receive fixed non-cumulative preferential cash- @' q5 Z0 z1 n: j8 n4 o6 l
dividends, as and when declared by the Board of Directors, subject to the( m$ Q9 ~3 `! Y! W" H, v, \1 p
provisions of the Bank Act, payable quarterly on the 25th day of February,5 E' r- D; b/ o& J8 z- v
May, August and November in each year, in the amount per share per annum
2 Z; b* u+ F# z, Z/ ?determined by multiplying the Annual Fixed Dividend Rate applicable to
3 w) S/ }9 s2 d' d% c( fsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
8 ^0 C0 H1 G$ B7 M1 xRate for the ensuing Subsequent Fixed Rate Period will be determined by the
( Y9 ^8 I2 w) E5 u9 nBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
" A; K# v Y( X- j0 nof such Subsequent Fixed Rate Period and will be equal to the sum of the
' Y7 U. C% l% |) qGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
3 v# _) l2 S% Z( ^plus 3.83%.0 P7 r) m3 @8 s# t4 V4 z, V0 _
If the Board of Directors does not declare a dividend, or any part thereof, on& M6 K% }6 g+ i j! T2 j
the Preferred Shares Series 18 on or before the dividend payment date for a
6 k2 b# r7 @" q2 fparticular quarter, then the entitlement of the holders of the Preferred1 x5 {5 u+ v1 c. H6 i4 K
Shares Series 18 to receive such dividend, or to any part thereof, for such8 J; z* ?/ u9 b8 {- z
quarter will be forever extinguished.
6 V( z/ d/ t+ [9 [, xRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
$ I, z" b" x$ ?5 A5 e; G8 _; _Superintendent and to the provisions described below under ‘‘Details of the% W+ E& K, f; R. C( N/ Y
Offering — Certain Provisions of the Preferred Shares Series 18 as a
" L" c: g6 d" g, n0 I. xSeries — Restrictions on Dividends and Retirement of Shares’’, on
8 j# i& O4 h5 w! R) JFebruary 25, 2014 and on February 25 every five years thereafter, on not4 G9 Y2 ]: ~9 `: Z9 x$ C
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
2 h8 P2 v& [' d" `3 ]0 ^3 t& {1 Kpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
' D, L- `" u9 lwithout the consent of the holder, by the payment of an amount in cash for
7 c' M: Q; q" Meach such share so redeemed of $25.00 together with all declared and unpaid
* f* B- L8 V3 l3 `dividends to the date fixed for redemption.+ m* Z/ ?2 U7 V# @* H
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
8 K R- C- O# z2 E, d" U7 I- PShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have+ V$ r4 C' Q* i- H
the right, at their option, to convert, on February 25, 2014 and on
/ B% p" j1 v0 ]S-4: P& [8 z' h6 h8 L
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
# h% x: P4 z6 x7 Hor all of their Preferred Shares Series 18 into an equal number of Preferred
' X% k0 P1 \4 r8 b; W' p: hShares Series 19 upon giving to the Bank notice thereof not earlier than2 y: q% I, l* J! h) R
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day! q9 X6 z f4 {/ ]; b u
preceding, a Series 18 Conversion Date.
! H( p" m; M/ w, j. {Automatic Conversion If the Bank determines, after having taken into account all shares tendered: o: [8 W) J! d8 i/ w
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares/ K) ?6 ]6 [* p3 @8 P# `" }+ e, [
Series 19, as the case may be, that there would be outstanding on such
7 e7 W% g0 w, Q- OSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,/ M- e0 x4 h. e: z7 {2 l) y
such remaining number of Preferred Shares Series 18 will automatically be' N9 ]8 G0 ` t& H) x$ @! R; q# R! y
converted on such Series 18 Conversion Date into an equal number of5 L( b" _7 L8 U) Z* |: G, a
Preferred Shares Series 19. Additionally, if the Bank determines that, after& J, b, W* x; y" [, a
conversion, there would be outstanding on such Series 18 Conversion Date3 Z1 t; f* D' W1 v
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
; X' s) P$ T4 d% M* pSeries 18 will be converted into Preferred Shares Series 19.
5 x$ e% Z6 S @8 wVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares+ H3 Q, t& c3 M! y3 l* b
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
) |+ G9 P. C* K" R9 {9 t7 }any meeting of the shareholders of the Bank unless and until the first time at
' }* G/ q4 j1 rwhich the Board of Directors has not declared the whole dividend on the
) c9 p2 }' e: S' S" mPreferred Shares Series 18 in any quarter. In that event, subject as+ [, a( h/ j4 T/ \0 Y" ]
hereinafter provided, the holders of Preferred Shares Series 18 will be
1 P. t! B/ X! V$ e3 Q" n( n3 b1 qentitled to receive notice of, and to attend, meetings of shareholders at which
' |- Y3 e0 M2 |directors of the Bank are to be elected and will be entitled to one vote for0 o) ?% W& V5 Y3 ?) p
each Preferred Share Series 18 held. The voting rights of the holders of the% v: `( ?7 L& {1 T5 f, l
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
$ u/ a+ V* e# D; Gthe first dividend on the Preferred Shares Series 18 to which the holders are
! k5 C/ C ?( @* H8 R; Bentitled thereunder subsequent to the time such voting rights first arose until
6 d9 q b: N: z8 g* S+ qsuch time as the Bank may again fail to declare the whole dividend on the
5 `; `; n5 P! \5 f7 V& a3 o9 ~: V% ?Preferred Shares Series 18 in respect of any quarter, in which event such
* M) ]* @1 X- yvoting rights will become effective again and so on from time to time.
( G. E6 }+ O6 Y2 yPrincipal Characteristics of the Preferred Shares Series 19% i& `+ A( G- n- _6 J* @, c
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
; Z5 r2 V' \8 Z% l$ }* f. vfloating rate non-cumulative preferential cash dividends, as and when: x S! R4 k; N% @$ O& A
declared by the Board of Directors, subject to the provisions of the Bank Act,% B: ?: r2 p p2 I
payable quarterly on the 25th day of February, May, August and November
* D3 p* q# o% c6 iin each year, in the amount per share determined by multiplying the
5 n4 T; ?, k$ {( d; ?8 Sapplicable Quarterly Floating Dividend Rate by $25.00.2 l8 a8 o* P3 F4 w
On the 30th day prior to the commencement of the initial quarterly dividend0 T9 S# g8 s4 v, X9 a; ]
period beginning on February 25, 2014, and on the 30th day prior to the first9 X/ ]# f$ R9 [; Y+ p
day of each subsequent quarterly dividend period (the initial quarterly
9 D+ g8 H/ S5 Z, Zdividend period and each subsequent quarterly dividend period is referred to# r4 z u G3 C& E% B( B/ a
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
8 V# r" v% Y! s! GQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
6 _4 p% u6 w# e% ?Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
2 H+ c8 `. f3 B9 H$ y8 rT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days @5 a* ? s4 E2 ]2 L
elapsed in the applicable Quarterly Floating Rate Period divided by 365)6 Q! t* l( E- o. ~
determined on the 30th day prior to the first day of the applicable Quarterly
* o" H6 U( } ]7 c7 V% |' \& SFloating Rate Period./ S+ r5 K: q! J0 E% S. I
S-5
4 {: j- r/ v1 B3 n# A% WIf the Board of Directors does not declare a dividend, or any part thereof, on
) a( L% z, @% R$ O( W5 Hthe Preferred Shares Series 19 on or before the dividend payment date for a4 h; `9 N+ G+ f- E7 W1 z+ p. o
particular quarter, then the entitlement of the holders of the Preferred
3 l9 D/ Y ?( f H4 v, WShares Series 19 to receive such dividend, or to any part thereof, for such
# |- a$ | X4 y# I8 m% m+ c7 Equarter will be forever extinguished.. i' j9 s9 {% R; r2 j5 [6 b8 P
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
0 B4 c3 {! P0 v( e/ LSuperintendent and to the provisions described below under the heading
u: ^7 g6 r6 A5 `: B& ]' f- O‘‘Details of the Offering — Certain Provisions of the Preferred Shares6 Y5 @/ H8 [% y4 }3 \
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
$ \+ X8 S, O9 Con not more than 60 nor less than 30 days’ notice, the Bank may redeem all* p# E" @2 z9 Q$ I; A
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
; Y; }# r% p9 N0 \$ u+ boption without the consent of the holder, by the payment of an amount in
}, H7 @1 j; ycash for each such share so redeemed of (i) $25.00 together with all declared( l. i ~ z1 i& ?1 ^" I2 u4 S
and unpaid dividends to the date fixed for redemption in the case of
' ~* j/ d9 R( H; ?2 lredemptions on February 25, 2019 and on February 25 every five years* W: B) Z9 S3 u: o$ `$ g
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
$ d% C. `4 x4 M" m# y& ?- Jthe date fixed for redemption in the case of redemptions on any other date4 C6 g& G% ~" w9 n1 w
on or after February 25, 2014.1 J: R& H* u' m; b7 K% y
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
/ j# `6 \ i5 u U; ?( a! @Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
7 @6 _- K$ Z% Z# V6 X& P9 j7 y! vthe right, at their option, to convert, on February 25, 2019 and on
- s: r6 X1 j: p; vFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any$ X% e8 j N; t
or all of their Preferred Shares Series 19 into an equal number of Preferred
7 i# ?& i& ~0 X$ qShares Series 18 upon giving to the Bank written notice thereof not earlier' ]4 G( U# m+ C5 i# i5 ^
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the7 I6 S8 Y8 E& B' y" {
15th day preceding, a Series 19 Conversion Date.4 n% R, m1 M ~" s$ L( b% A/ Y
Automatic Conversion If the Bank determines, after having taken into account all shares tendered& W$ g5 |7 D5 @* e9 V
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
2 @8 l9 ~- \* C8 OSeries 18, as the case may be, that there would be outstanding on such& T% H! E6 D( `6 M
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,& F0 C: t6 ~% c( g, y/ m) v$ _: N# Z$ B
such remaining number of Preferred Shares Series 19 will automatically be$ z7 S# t, m' r7 X! a
converted on such Series 19 Conversion Date into an equal number of% N8 o! n; u+ z6 A- h
Preferred Shares Series 18. Additionally, if the Bank determines that, after, c: {) A6 R. i5 p) M
conversion, there would be outstanding on such Series 19 Conversion Date. o- F C! ], U- |) m: W
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
/ D4 w* k8 V! a; \; wSeries 19 will be converted into Preferred Shares Series 18.
+ A( _9 E$ R- l7 |3 `- W$ V$ {Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 l. T9 j/ i% R6 m
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
* G f/ N0 S& F4 x. T, E( hany meeting of the shareholders of the Bank unless and until the first time at% V+ r: s2 ?6 f6 F: r
which the Board of Directors has not declared the whole dividend on the" v* ~8 `. C# \2 O T
Preferred Shares Series 19 in any quarter. In that event, subject as$ u! k* C2 w; F+ Y7 E: d9 W
hereinafter provided, the holders of Preferred Shares Series 19 will be5 w/ X3 b8 j- d h4 A' ^$ M
entitled to receive notice of, and to attend, meetings of shareholders at which
2 Y1 O' [. m. l! ?8 S, ddirectors of the Bank are to be elected and will be entitled to one vote for* h$ H; a Z9 a' [2 l; v3 f( q: t
each Preferred Share Series 19 held. The voting rights of the holders of the5 o, n' v5 M$ U3 A$ h6 b
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
) C* C* r2 A6 @+ f( y1 sthe first dividend on the Preferred Shares Series 19 to which the holders are# N+ b9 X, b4 i
entitled thereunder subsequent to the time such voting rights first arose until0 W* |# d O( e" l/ D
such time as the Bank may again fail to declare the whole dividend on the
7 S7 R, y$ G# w2 M; b5 Y7 o& k. jPreferred Shares Series 19 in respect of any quarter, in which event such- m+ [) f5 x2 Z2 E6 U; @6 g
voting rights will become effective again and so on from time to time.
$ m4 @/ k7 q- wS-6
# h" L0 [+ {& f5 D( F2 N" t& ]1 Z7 `Priority: The preferred shares of each series of the Bank will rank on a parity with7 V R9 m4 b' Q. g! t( @+ w# m
every other series and are entitled to preference over the common shares of8 g& |; N. d! j. M
the Bank and over any other shares of the Bank ranking junior to the
& l, s. M! N3 T% Ipreferred shares with respect to the payment of dividends and upon any
/ x N4 Y6 \3 l+ A: w: Q9 Kdistribution of assets in the event of the liquidation, dissolution or: \$ Y w/ B( C. j" j) Q
winding-up of the Bank. `% F4 u/ T. }. t$ E
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under2 ]+ ` D3 H: h' {: a$ ?* }1 d
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
4 l& ], U5 m' _$ j% Z' E. j$ tSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
Y% o1 G+ Z7 e7 Jdividends received on such shares under Part IV.1 of such Act. |
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