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发表于 2008-11-29 16:58
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下面是BMO的:% {( e" v3 H8 k4 W( f( K% E
SUMMARY OF THE OFFERING$ H! z1 u' X$ b0 H
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’’.7 I+ E! }' H8 M
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.; F) y2 \& e- ~3 N, h+ ~0 F5 F1 G/ a+ K+ x
Amount: $150,000,000 (6,000,000 shares).
5 ^& ^4 F1 d: d$ r/ TPrice and Yield: $25.00 per share to yield initially 6.50% per annum.% o9 g( H, x1 G+ x
Principal Characteristics of the Preferred Shares Series 18
- o t. A4 n& s% w( T0 P5 P* C1 a* ?Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed3 x+ z; O9 l" w6 b2 F- [
non-cumulative preferential cash dividends, as and when declared by the9 q# u- C Y" R8 J
Board of Directors, subject to the provisions of the Bank Act, for the initial1 s% L! D. `2 C3 l: e" x
period commencing on the closing date and ending on and including- _ J7 T. Q6 f! ]
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
4 N# T/ z# Z) o% q! L8 Z25th day of February, May, August and November in each year, at a rate
; t/ {- e3 I+ a2 xequal to $0.40625 per share. The initial dividend, if declared, will be payable
# U2 C* s) ~: s) pMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing9 W3 b: s4 \) P1 H8 R/ v
date of December 11, 2008.- ~1 w) N& u4 B( i& t& t0 l I
For each five-year period after the Initial Fixed Rate Period (each, a
7 ^ ~! Z3 m' |) E‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
6 X9 A: @: `. x7 L& K N7 ?# |Series 18 will be entitled to receive fixed non-cumulative preferential cash
7 j3 }8 [) [/ G+ j* s. D. kdividends, as and when declared by the Board of Directors, subject to the! `6 Q3 h6 e. F* q
provisions of the Bank Act, payable quarterly on the 25th day of February,
1 Y5 o, a' q+ u8 r' RMay, August and November in each year, in the amount per share per annum- B* \& [8 b: g+ ~
determined by multiplying the Annual Fixed Dividend Rate applicable to
: C2 V: p& V. [% a) Lsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend* H5 T8 k' b5 s' g8 w8 S/ E
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the! |% k& S$ |5 d' x; V
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
( c6 L. \6 s, q: }! U' Yof such Subsequent Fixed Rate Period and will be equal to the sum of the
) L" Y8 b/ r3 W L+ G+ @2 t, LGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
0 r0 L2 C5 t) _% Bplus 3.83%.8 @! l. ^2 }5 G6 C2 b3 _
If the Board of Directors does not declare a dividend, or any part thereof, on
$ }) \% [$ F7 K1 l) d6 y9 r! P: Kthe Preferred Shares Series 18 on or before the dividend payment date for a- ?' l1 S, K J* G) K
particular quarter, then the entitlement of the holders of the Preferred
. o: W j6 D+ ^* f4 u1 a/ O) ZShares Series 18 to receive such dividend, or to any part thereof, for such9 _% e4 p6 M6 N* T; J. j
quarter will be forever extinguished." V, O, i1 G p+ J p8 j" v
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the0 {: X$ @8 {3 v4 \, @8 z
Superintendent and to the provisions described below under ‘‘Details of the: E4 h- |+ ^. w) g, Y2 I2 e! N
Offering — Certain Provisions of the Preferred Shares Series 18 as a/ P4 V c, K1 e8 \
Series — Restrictions on Dividends and Retirement of Shares’’, on" d7 \ y3 C1 p! |& o
February 25, 2014 and on February 25 every five years thereafter, on not
+ E. y$ |$ s3 m& a+ O& I6 @more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
0 n8 \ Y# I7 ]9 Tpart of the then outstanding Preferred Shares Series 18, at the Bank’s option1 a4 G2 Q' [+ \9 h
without the consent of the holder, by the payment of an amount in cash for. v. L ^2 V# q
each such share so redeemed of $25.00 together with all declared and unpaid
; L+ @9 l3 l. |1 h$ y7 Edividends to the date fixed for redemption.5 ?9 o& Z0 b: b% G" s8 i/ v
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
0 @4 t9 t2 Y) {2 D$ AShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
* u- p! `9 u; A: l8 |7 ?the right, at their option, to convert, on February 25, 2014 and on( P, E* B6 G; Q5 E; E; w' e8 L4 L
S-4 n) @- A7 y, y, s( U
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any$ y! d5 Y, p' N9 g7 C; |+ Q
or all of their Preferred Shares Series 18 into an equal number of Preferred
- }1 y% B8 S W' hShares Series 19 upon giving to the Bank notice thereof not earlier than; F" U( F: y( m( { k. i- z
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day7 ~7 h! N/ ?. R, U# d! E* `% }- {+ e) l
preceding, a Series 18 Conversion Date.7 C7 ^0 A! U8 [8 I' b4 F' p( l# i
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
. e& W% c5 z9 F: |Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares! Z3 A8 i( O% \' H
Series 19, as the case may be, that there would be outstanding on such% h9 x* a- z, N
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,* b' O4 K/ e/ G; x$ @" o/ u4 X
such remaining number of Preferred Shares Series 18 will automatically be
5 n6 [& h. r1 ]# n6 \converted on such Series 18 Conversion Date into an equal number of( G! F' E, t" Z0 c4 Y. Q
Preferred Shares Series 19. Additionally, if the Bank determines that, after. `& @# L9 z l7 M/ c8 ?. O
conversion, there would be outstanding on such Series 18 Conversion Date
3 p# ?1 {% @$ G1 tless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares& ~' g- R% t' @9 v
Series 18 will be converted into Preferred Shares Series 19." ]6 t( O( A8 y% T/ Z$ Q
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares0 @; a: D- Y, y7 U) m2 Y
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
/ ^* U% t4 x& |any meeting of the shareholders of the Bank unless and until the first time at
8 k9 ]8 L- G7 y' g9 `$ jwhich the Board of Directors has not declared the whole dividend on the
* u1 Q# o$ x+ C. H+ L4 C- kPreferred Shares Series 18 in any quarter. In that event, subject as
3 } Y, u+ A" M- F; u: v6 nhereinafter provided, the holders of Preferred Shares Series 18 will be {; B6 B& e5 j3 J
entitled to receive notice of, and to attend, meetings of shareholders at which* q; U( {( C& d
directors of the Bank are to be elected and will be entitled to one vote for
7 B: s$ r t: b- @: o/ S% C8 `each Preferred Share Series 18 held. The voting rights of the holders of the
+ Z/ ^' A6 w6 z2 h; C6 lPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
' d' }8 O v( I- Z' z5 j7 Dthe first dividend on the Preferred Shares Series 18 to which the holders are
! G* ~) s0 \, Kentitled thereunder subsequent to the time such voting rights first arose until
1 }- Z+ H3 u5 |5 Msuch time as the Bank may again fail to declare the whole dividend on the" {0 `' }7 |1 I0 E: ]
Preferred Shares Series 18 in respect of any quarter, in which event such, g, k, v$ r) i. B/ ]; Z% V
voting rights will become effective again and so on from time to time.& |6 X3 K2 ?) Y; d4 l
Principal Characteristics of the Preferred Shares Series 19
, m# P& O1 @+ I A9 {Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive4 P. i6 D1 X d7 s9 X( d
floating rate non-cumulative preferential cash dividends, as and when4 _5 M9 h. P+ ?
declared by the Board of Directors, subject to the provisions of the Bank Act,
6 x* F/ z+ E1 V% d! `payable quarterly on the 25th day of February, May, August and November' f* d& c8 ^1 U5 h5 x5 p# Q9 c
in each year, in the amount per share determined by multiplying the% V* H/ Y _7 N k* \
applicable Quarterly Floating Dividend Rate by $25.00.
# {* L) g- v3 y$ N. g! @2 }! jOn the 30th day prior to the commencement of the initial quarterly dividend3 a9 P' M; P6 K F4 g
period beginning on February 25, 2014, and on the 30th day prior to the first
, i5 k# ]6 E6 J: R5 N+ Iday of each subsequent quarterly dividend period (the initial quarterly' j' {: p; S9 D6 x9 c9 U& e! d
dividend period and each subsequent quarterly dividend period is referred to/ M+ R* I7 G5 ?/ c v1 P6 w" z7 N9 {
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
( R3 @$ T! o! l* N0 T) [Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
2 ^0 T5 K% A! o6 i: {Period. The Quarterly Floating Dividend Rate will be equal to the sum of the7 I T" U4 B% f. A
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days8 U) G$ A/ Z z! N" l; A R
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
4 E. G1 z) [; idetermined on the 30th day prior to the first day of the applicable Quarterly u) R7 Q. ?( z4 u) n
Floating Rate Period.
( @' [+ t) W' t* a1 | yS-5! }$ @* ^. | M
If the Board of Directors does not declare a dividend, or any part thereof, on
- D0 w6 e" Y0 dthe Preferred Shares Series 19 on or before the dividend payment date for a
! {% `" b: F6 p) D! B G, }particular quarter, then the entitlement of the holders of the Preferred
& N. R- L9 Z+ fShares Series 19 to receive such dividend, or to any part thereof, for such
; ^3 | \, d) i: u' P: Fquarter will be forever extinguished.# e$ P: @$ `0 h+ ^
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the2 h' T) ?- k" m7 L6 @
Superintendent and to the provisions described below under the heading
6 y; h. b" n- M‘‘Details of the Offering — Certain Provisions of the Preferred Shares" L7 n: o1 ~5 w
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’, a/ U7 i9 W. p6 f1 k
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all( B# o) Y5 h; T
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
5 w5 _+ p$ R6 b4 `option without the consent of the holder, by the payment of an amount in
" K' I' l* F7 b& n+ W( z( w; D5 ~cash for each such share so redeemed of (i) $25.00 together with all declared, n( z' \. W( Q! w* s: T: q/ X
and unpaid dividends to the date fixed for redemption in the case of4 V! U1 t6 g7 C! A# Z/ j
redemptions on February 25, 2019 and on February 25 every five years# e) s7 C! r8 f7 J
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
4 v4 I6 V6 ~; a6 Z9 e* fthe date fixed for redemption in the case of redemptions on any other date
# a& [7 B2 K" _- T, J3 Zon or after February 25, 2014.0 ]7 |( _/ Z3 {6 K
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic0 G Q8 `2 i5 d2 p
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
9 R; O! k3 ?* c" Q+ Qthe right, at their option, to convert, on February 25, 2019 and on
+ ]; u0 z' U4 G+ hFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any) W1 _1 b3 d1 ?; p
or all of their Preferred Shares Series 19 into an equal number of Preferred
" J1 C6 d0 c8 k _/ LShares Series 18 upon giving to the Bank written notice thereof not earlier
7 k) D( C) |# X5 u$ Z, wthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the5 u5 e& @' s* l: U4 Y1 Q5 s0 Q% {
15th day preceding, a Series 19 Conversion Date.
5 ? s& z' r. O: r( O3 d/ F5 `5 nAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
1 N: z2 k) _* G+ n; B. xProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
- `2 w2 n5 `) X" d+ |4 pSeries 18, as the case may be, that there would be outstanding on such! v6 O' e4 ?" @' W% [
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,* r7 B0 f! z3 I( h8 q7 w
such remaining number of Preferred Shares Series 19 will automatically be
T- S% ^7 O* f0 C; qconverted on such Series 19 Conversion Date into an equal number of
/ S: h* A% ]$ E M. vPreferred Shares Series 18. Additionally, if the Bank determines that, after
* @# P# n' \# {- U4 ^conversion, there would be outstanding on such Series 19 Conversion Date
4 \( Y6 a+ h* S# X( oless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares1 c( Y9 x( W' j3 Q; k9 U# ^1 A( n
Series 19 will be converted into Preferred Shares Series 18.$ w0 {6 _* B8 W1 [, u' V
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
( V7 ~- K) d) ~2 l7 CSeries 19 will not be entitled as such to receive notice of, attend, or vote at,2 f4 i: e- J @ J
any meeting of the shareholders of the Bank unless and until the first time at. L5 a! W( @' T5 B. C) H- H
which the Board of Directors has not declared the whole dividend on the. j5 n4 I, |& T' |& T; d4 c
Preferred Shares Series 19 in any quarter. In that event, subject as$ E e* c6 S6 W6 n# r6 {, N. W. j, ]
hereinafter provided, the holders of Preferred Shares Series 19 will be# U- v) t: ?+ u& Y) B% I
entitled to receive notice of, and to attend, meetings of shareholders at which/ L# q; ^! ~- Y6 x
directors of the Bank are to be elected and will be entitled to one vote for0 N# j7 e' g, B/ C
each Preferred Share Series 19 held. The voting rights of the holders of the
, O m- F+ V; v, i( IPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
! `% B9 C* V8 C+ B! s5 Gthe first dividend on the Preferred Shares Series 19 to which the holders are
: [3 r' c' d3 u$ Nentitled thereunder subsequent to the time such voting rights first arose until
% O" K# P+ ]+ `/ jsuch time as the Bank may again fail to declare the whole dividend on the9 B; Z5 ^5 r5 `, G9 k
Preferred Shares Series 19 in respect of any quarter, in which event such
4 r* m1 Q8 ^' J( Ovoting rights will become effective again and so on from time to time.; c0 I9 I- b! B8 _+ I ~' r
S-6
1 _2 }/ B0 D. l+ S' APriority: The preferred shares of each series of the Bank will rank on a parity with6 X1 T" S' o9 ^( O
every other series and are entitled to preference over the common shares of( d) W0 I' l; ?; ? u
the Bank and over any other shares of the Bank ranking junior to the3 a. P% M% u7 P4 f9 g C
preferred shares with respect to the payment of dividends and upon any0 M3 R$ j- X0 Q, [ T
distribution of assets in the event of the liquidation, dissolution or
7 K7 y2 m9 z0 ?& d5 _winding-up of the Bank.
" i7 p+ b! T# g( f# \' E" rTax on Preferred Share The Bank will elect, in the manner and within the time provided under
* q: {* x4 W0 g7 H& f i' R' aDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
0 K8 R4 c K- K# O# i0 `0 ^Series 18 and Preferred Shares Series 19 will not be required to pay tax on6 D: ~+ L: T7 n
dividends received on such shares under Part IV.1 of such Act. |
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