 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:( {4 m/ Q8 a8 d, |4 H+ T
SUMMARY OF THE OFFERING
5 N( D& I; o- p, k9 h- b( ]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’’.$ g) q2 ]4 i N. s
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.( t; H Y" j8 g" \8 [
Amount: $150,000,000 (6,000,000 shares).
- w& I: A0 X) W! @0 V y% u( D# VPrice and Yield: $25.00 per share to yield initially 6.50% per annum.- _" j5 b& b! `# }' v3 E# b
Principal Characteristics of the Preferred Shares Series 18
# e0 v( J- g2 u1 pDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed4 Y- D6 N0 v2 u( ?- Z5 L
non-cumulative preferential cash dividends, as and when declared by the$ n# D6 q1 r# H: d
Board of Directors, subject to the provisions of the Bank Act, for the initial4 }( ?6 S8 a, G+ n3 U
period commencing on the closing date and ending on and including; B9 h; }% I5 \& v0 p
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the" D& [4 V) p) e/ U8 w, ]: g4 Q
25th day of February, May, August and November in each year, at a rate
6 I5 J! K7 D6 p5 M9 h3 f! vequal to $0.40625 per share. The initial dividend, if declared, will be payable
9 f" _ G# Z4 ?May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
5 H5 n' O5 |5 [# ]0 y% S- Udate of December 11, 2008.$ B& |* r! ^% [1 A' N( ~
For each five-year period after the Initial Fixed Rate Period (each, a! t5 i: Z/ q# g* e J' Y; O& I
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
2 u4 f( M) F$ x) g$ aSeries 18 will be entitled to receive fixed non-cumulative preferential cash2 v0 o' s" k. I& C! c1 |
dividends, as and when declared by the Board of Directors, subject to the+ h: ^- l* E/ @: B# z, w# p- ~* o
provisions of the Bank Act, payable quarterly on the 25th day of February,# r' n7 U7 e4 H% Q& m
May, August and November in each year, in the amount per share per annum4 \2 G& m+ ^6 |% d) z
determined by multiplying the Annual Fixed Dividend Rate applicable to# ]" j& x& n/ n% P
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend: u- a* [7 _) W+ b
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
3 Z: E6 h* I, _6 h; KBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
_4 |0 i5 ?5 Fof such Subsequent Fixed Rate Period and will be equal to the sum of the3 h' h4 }# ~3 {$ H8 O5 s- i- j. h
Government of Canada Yield on the applicable Fixed Rate Calculation Date9 X% y6 B" \6 @3 {6 Q) p+ ~1 D" u
plus 3.83%.6 x; O1 s0 W" ?4 p. |+ Y h: o
If the Board of Directors does not declare a dividend, or any part thereof, on. {- Q q. R' |7 l7 I
the Preferred Shares Series 18 on or before the dividend payment date for a1 u7 L& @4 k8 b$ |3 C% g
particular quarter, then the entitlement of the holders of the Preferred% k* L, T1 }, K! d3 S' T1 o
Shares Series 18 to receive such dividend, or to any part thereof, for such, H5 w: y# b8 m: P
quarter will be forever extinguished.3 F0 N9 M) y) t
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the. z3 v# r9 z- D$ G. L9 d. M+ Q
Superintendent and to the provisions described below under ‘‘Details of the
8 G M# j3 F( k" iOffering — Certain Provisions of the Preferred Shares Series 18 as a
- F& u4 j2 m' zSeries — Restrictions on Dividends and Retirement of Shares’’, on t# o7 {6 j$ g. d( U
February 25, 2014 and on February 25 every five years thereafter, on not
8 @7 y. @1 P- Kmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any: ]* u/ T1 t: K5 d7 f0 K3 R" a
part of the then outstanding Preferred Shares Series 18, at the Bank’s option5 @. {0 W1 o6 ~# A
without the consent of the holder, by the payment of an amount in cash for
( v! u; A+ ]3 `2 aeach such share so redeemed of $25.00 together with all declared and unpaid
( S5 U' t/ n) cdividends to the date fixed for redemption.4 M' L5 F! [4 z1 u
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic6 K' \. u8 H" n( p
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
5 \( B' K7 S% F. i( Y% c# f Ithe right, at their option, to convert, on February 25, 2014 and on
$ ^; D2 H7 _" ]+ IS-4
; k# A/ c5 B* G# X1 [& G! ~" f% UFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
3 w# h, X- @, C V* P! ^or all of their Preferred Shares Series 18 into an equal number of Preferred
' R4 M. }1 y7 a3 `+ [0 R$ n9 t# yShares Series 19 upon giving to the Bank notice thereof not earlier than# q: u+ W6 y* k) C* n* R3 \$ V
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
; E, _. Y; H2 F/ ]& X4 L+ b! K6 opreceding, a Series 18 Conversion Date.5 i& }! O$ Z- T7 P$ l' F
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
: b Z3 [( {% d, A) IProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares8 \; U7 v9 ^8 }0 s% W1 x, t
Series 19, as the case may be, that there would be outstanding on such
# f1 ]2 l* O: v2 k0 HSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
% w1 a$ M# {, V% P/ jsuch remaining number of Preferred Shares Series 18 will automatically be
4 f0 o+ p( I! a% _3 u* w$ B9 Hconverted on such Series 18 Conversion Date into an equal number of
' r2 Q) A, W& h3 K) uPreferred Shares Series 19. Additionally, if the Bank determines that, after
7 e/ E8 k5 r) k9 y! bconversion, there would be outstanding on such Series 18 Conversion Date
; I7 v) ?/ j& Z. h3 D$ \less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares. v$ Z1 \7 g, H* z5 s# ]
Series 18 will be converted into Preferred Shares Series 19.1 ~9 v! K6 B B+ u
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares3 t8 M4 J! B9 e y% R. l4 v3 Z# u' K
Series 18 will not be entitled as such to receive notice of, attend, or vote at," e( v3 V! `9 P( n- o
any meeting of the shareholders of the Bank unless and until the first time at0 \/ E+ n) X+ X3 f& i* U' h: O# r
which the Board of Directors has not declared the whole dividend on the
. J" X& B! d2 B* Z% y( xPreferred Shares Series 18 in any quarter. In that event, subject as
5 y$ w1 L" n( U3 i. x. nhereinafter provided, the holders of Preferred Shares Series 18 will be
3 H, w6 ]) S0 X' A5 eentitled to receive notice of, and to attend, meetings of shareholders at which& ]8 z4 h- h1 T. p
directors of the Bank are to be elected and will be entitled to one vote for
7 a! X; O/ |9 E! keach Preferred Share Series 18 held. The voting rights of the holders of the
@% ]( @' v) t2 TPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
% H3 I! e# z! @7 Lthe first dividend on the Preferred Shares Series 18 to which the holders are: g. X- w1 E- M
entitled thereunder subsequent to the time such voting rights first arose until
( z8 m3 A- t. r4 C0 R1 ~such time as the Bank may again fail to declare the whole dividend on the. |0 f* y# U- z( v
Preferred Shares Series 18 in respect of any quarter, in which event such
, C J" _' H4 r# X3 W8 @voting rights will become effective again and so on from time to time.4 y+ q6 c2 m1 t, Y, r5 I
Principal Characteristics of the Preferred Shares Series 19
2 u1 i. b5 t. G' k6 J0 i' aDividends: The holders of the Preferred Shares Series 19 will be entitled to receive" Z2 x) T) m5 L, I8 }: L- x
floating rate non-cumulative preferential cash dividends, as and when% ~% F4 ~3 Y" ]
declared by the Board of Directors, subject to the provisions of the Bank Act,
- h( g% q% W- E6 o' B8 ypayable quarterly on the 25th day of February, May, August and November
( i% O: f8 M2 \in each year, in the amount per share determined by multiplying the
! ~& F- Z5 U3 D! g7 y) bapplicable Quarterly Floating Dividend Rate by $25.00.# V8 m4 F* m+ p6 \+ m- A
On the 30th day prior to the commencement of the initial quarterly dividend1 v0 c& Y' K" N- u: ^ u
period beginning on February 25, 2014, and on the 30th day prior to the first" n& @( P% |: @" @: e( Y/ j
day of each subsequent quarterly dividend period (the initial quarterly; U6 S9 z" \" U- u
dividend period and each subsequent quarterly dividend period is referred to
- d9 t/ T8 y+ T" T" m, `as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the1 N- x7 `, N/ J6 ?6 s& g$ q
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate# f; D& a, o3 M1 B$ K& d3 C+ R7 s
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
' L/ O2 K7 B$ wT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days: z% i% E! {1 R6 O5 k
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
# |! _& x1 v: m" `% ?determined on the 30th day prior to the first day of the applicable Quarterly7 s& t( ?, f, f: m! G6 a
Floating Rate Period.& h9 v4 e* k1 q3 v/ y8 O
S-5
$ {. i; G' g- @; QIf the Board of Directors does not declare a dividend, or any part thereof, on- Z& n) I# Q1 V; b* b& i- r: d8 k
the Preferred Shares Series 19 on or before the dividend payment date for a
& I! P1 \5 Z b$ \) Pparticular quarter, then the entitlement of the holders of the Preferred
7 d) ]$ N" [$ o6 Z* K$ GShares Series 19 to receive such dividend, or to any part thereof, for such
9 o% f" @+ G, `/ [" v$ z5 _quarter will be forever extinguished.
" X8 L4 r# f- J6 i4 p' LRedemption: Subject to the provisions of the Bank Act and to the prior consent of the/ M: W& ^, O2 g8 O6 u
Superintendent and to the provisions described below under the heading6 l/ P, [8 a* R6 ^# _! m4 t
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
) i, |8 l6 O* _8 E+ y0 p9 Q/ VSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
+ `2 T: f% O3 ]" o" l# gon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
; c) ^) U/ y) @8 l5 Y1 U+ wor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
8 A; V) g! J6 w1 }4 ?3 {option without the consent of the holder, by the payment of an amount in
4 }% v" B) G) a- @8 pcash for each such share so redeemed of (i) $25.00 together with all declared8 U; H! S* A( t. Y/ l
and unpaid dividends to the date fixed for redemption in the case of4 u6 K! f5 r4 x0 K' T- t
redemptions on February 25, 2019 and on February 25 every five years
6 k4 X( z6 h8 S7 B) d" ^! ]5 M; mthereafter, or (ii) $25.50 together with all declared and unpaid dividends to2 q$ m0 Y% m' W2 j9 [
the date fixed for redemption in the case of redemptions on any other date
4 _# Y0 q2 b1 A% [& \) Aon or after February 25, 2014.
1 }- u" d) N( W U5 lConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
$ N2 G2 ~: |# M6 RShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
- \0 b% k' v& p7 b9 ~2 P9 pthe right, at their option, to convert, on February 25, 2019 and on# c% O, g( J' x8 C& A _3 Q
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
4 Z: f6 }+ p i% f7 J; s5 I9 ^. jor all of their Preferred Shares Series 19 into an equal number of Preferred
' G( r+ u5 a% J& W: j' cShares Series 18 upon giving to the Bank written notice thereof not earlier/ q- a7 D# U! k9 K& ]( n6 |
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
' y/ O4 m0 u9 s z0 e15th day preceding, a Series 19 Conversion Date.
1 Q% g+ I) t2 G# f: Y1 yAutomatic Conversion If the Bank determines, after having taken into account all shares tendered/ g7 |, x5 s* y- q' a) \
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares( f! `) F+ e& M
Series 18, as the case may be, that there would be outstanding on such& X" V/ u4 F, A3 z
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
/ s8 c) L: L" q" k* s- n% Ysuch remaining number of Preferred Shares Series 19 will automatically be
( d* a0 y. h) w U% tconverted on such Series 19 Conversion Date into an equal number of
, [$ j8 ]: K( E" s$ m# j UPreferred Shares Series 18. Additionally, if the Bank determines that, after# K1 }% T/ y. f5 V4 y F
conversion, there would be outstanding on such Series 19 Conversion Date
- Q/ x: n% E/ {/ m9 Bless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
, ^* p( _7 \9 ~0 f/ ~# A; I' @Series 19 will be converted into Preferred Shares Series 18.) p/ b8 _# o$ g& ]9 N
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" {4 L' E9 ^# _8 H- M$ K' H' S
Series 19 will not be entitled as such to receive notice of, attend, or vote at,1 V" a3 l3 `3 b5 V+ h4 H
any meeting of the shareholders of the Bank unless and until the first time at
& Q) I) c& s% m2 Awhich the Board of Directors has not declared the whole dividend on the
! o* ~2 T- c, T+ V( zPreferred Shares Series 19 in any quarter. In that event, subject as7 F7 B, y1 U% s/ |/ _; {
hereinafter provided, the holders of Preferred Shares Series 19 will be
5 L- D; q3 X, R7 W9 i# y5 K/ kentitled to receive notice of, and to attend, meetings of shareholders at which
1 v+ f2 O% O: \directors of the Bank are to be elected and will be entitled to one vote for
$ h% e! f. m+ x# X5 K( deach Preferred Share Series 19 held. The voting rights of the holders of the& W, R/ {. J- o# T# ]# R
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
4 P: v! w$ r! o2 S i- q7 ethe first dividend on the Preferred Shares Series 19 to which the holders are; k0 {# L! E% y/ N2 N; M! A# A
entitled thereunder subsequent to the time such voting rights first arose until
. g/ z- g( B% H' p5 c8 f# tsuch time as the Bank may again fail to declare the whole dividend on the
$ @( W" b9 `& } G' P7 k1 HPreferred Shares Series 19 in respect of any quarter, in which event such
, d* X* H3 @% H' h- k) o9 h0 hvoting rights will become effective again and so on from time to time.$ ?- `% b% ]1 Z" L9 i' V: i& E
S-6
3 _5 t: s2 S$ ~) `' j3 z nPriority: The preferred shares of each series of the Bank will rank on a parity with x. K- o) \: p$ j- ~' L
every other series and are entitled to preference over the common shares of. P2 V$ C; T* f6 R
the Bank and over any other shares of the Bank ranking junior to the: M% }1 O: Q: [* I) e9 I2 U
preferred shares with respect to the payment of dividends and upon any
$ {8 c/ ^1 _$ @. @distribution of assets in the event of the liquidation, dissolution or
# s9 {, H" E; D& Qwinding-up of the Bank.
- `/ U" h3 w: w0 r0 k' W" hTax on Preferred Share The Bank will elect, in the manner and within the time provided under
& Z# w- ^$ Z, W; |) q' a1 n, }9 JDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares& z7 c+ H: ]2 g3 u6 D+ ?
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
4 I5 e0 Q5 O3 ~: u0 \( s% T, q3 @dividends received on such shares under Part IV.1 of such Act. |
|