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发表于 2008-11-29 16:58
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下面是BMO的:# T, g" p3 p$ ~4 o5 P. |2 ?9 O
SUMMARY OF THE OFFERING: ]- a/ J1 H j, q/ } c8 V
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’’.
( z7 f6 S/ m) C0 m; [Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.6 X) |" L1 Q: }1 L
Amount: $150,000,000 (6,000,000 shares).
6 }3 x m* [7 ^1 Z! ?9 m" B, B$ GPrice and Yield: $25.00 per share to yield initially 6.50% per annum.8 P# W: t9 d7 I" C/ j6 y
Principal Characteristics of the Preferred Shares Series 18, i. o. ], B: F8 r' e0 U/ c
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed" T' ?+ {, g# {0 U+ P1 W" R" m2 K
non-cumulative preferential cash dividends, as and when declared by the
8 }2 Z# h' i9 `( U1 A' ~- n* M- ]Board of Directors, subject to the provisions of the Bank Act, for the initial7 ?, |, s8 s( \9 v" v
period commencing on the closing date and ending on and including+ `2 x$ v6 v! i! l; Q
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the+ Q; \ L n8 P1 }3 e1 X% g
25th day of February, May, August and November in each year, at a rate
, X9 m3 Q1 b0 R# Oequal to $0.40625 per share. The initial dividend, if declared, will be payable( m5 I" G- C q5 {/ ?% n
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
, p* U$ r7 [: N- Odate of December 11, 2008.
9 n: q3 y1 ]. C! f& JFor each five-year period after the Initial Fixed Rate Period (each, a
; [* i& i, c$ z) k$ T3 R‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares/ u' D* k8 A0 w
Series 18 will be entitled to receive fixed non-cumulative preferential cash0 V& c0 o0 Q) z* E7 e) i6 B5 o
dividends, as and when declared by the Board of Directors, subject to the
8 R: w5 ]& F8 cprovisions of the Bank Act, payable quarterly on the 25th day of February,
* z% N$ N$ I V* kMay, August and November in each year, in the amount per share per annum
' R. e& E' }. d4 i+ G. @3 vdetermined by multiplying the Annual Fixed Dividend Rate applicable to+ \) [3 f# g, G6 I" p
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend( A+ ]2 r7 d8 T6 ?5 r
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
' J A# I; C4 [. g2 |Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
$ {$ p" Y2 H ~3 r6 \) k4 U: Dof such Subsequent Fixed Rate Period and will be equal to the sum of the
+ f. ~) C, _* H1 p/ z+ jGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
9 ]; B( Z5 D4 Y3 l5 l9 R" splus 3.83%.
: t# w `3 @8 Q( n) zIf the Board of Directors does not declare a dividend, or any part thereof, on1 `9 p, B7 q+ J, l! g
the Preferred Shares Series 18 on or before the dividend payment date for a& C- R* c8 G' t
particular quarter, then the entitlement of the holders of the Preferred( @/ e' j1 g- p9 H& [3 {5 r' Y
Shares Series 18 to receive such dividend, or to any part thereof, for such2 h# A5 o: i+ i7 X4 H# w
quarter will be forever extinguished.
5 N! L5 H- \" z* MRedemption: Subject to the provisions of the Bank Act and to the prior consent of the6 G) i! v! f+ y) f
Superintendent and to the provisions described below under ‘‘Details of the
5 Z0 ]0 y: Q0 L+ bOffering — Certain Provisions of the Preferred Shares Series 18 as a
- a7 Z! i ~+ r$ ?; BSeries — Restrictions on Dividends and Retirement of Shares’’, on
a; K4 c, a/ k9 r+ |" ^! G/ n' TFebruary 25, 2014 and on February 25 every five years thereafter, on not: }2 k; X# b7 g7 B3 A/ Y) W
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any) v0 M) }/ _, {# U2 X0 v% S
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
3 J+ q9 I* I" S( q) W Lwithout the consent of the holder, by the payment of an amount in cash for _7 R6 t4 }3 g, L8 r# \
each such share so redeemed of $25.00 together with all declared and unpaid& `, L6 P& B. ]1 T- D* e$ [0 ]
dividends to the date fixed for redemption.
& C3 i: j4 ]/ o& h, u* Q" |( pConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
0 t+ H& T" @* t( }Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have, W& a0 F) A& F7 p! P' h, i
the right, at their option, to convert, on February 25, 2014 and on
9 r; X. y3 ?2 r4 FS-48 ~+ v: b- Y- J7 F6 _
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
- `/ ^: C/ u# v; Z6 V. sor all of their Preferred Shares Series 18 into an equal number of Preferred
* _* R- Z6 G, p2 S) O' Z, r7 F1 }Shares Series 19 upon giving to the Bank notice thereof not earlier than
( t! b9 _. {% D7 T, m+ D1 g30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day- p! g# ~+ B- q" ~0 a
preceding, a Series 18 Conversion Date.' E. v: c9 U1 s4 t: K
Automatic Conversion If the Bank determines, after having taken into account all shares tendered/ M! a( y3 v1 m: ]0 `* p
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
! A8 A' j3 ]/ z/ \/ s, uSeries 19, as the case may be, that there would be outstanding on such
5 f& ^, q& r# q. B R6 X% L& L. aSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
# r+ Y9 T1 V: d3 _such remaining number of Preferred Shares Series 18 will automatically be
8 J7 |; o, v$ K3 |, E0 Tconverted on such Series 18 Conversion Date into an equal number of) ^) }8 W. P- O! h5 N
Preferred Shares Series 19. Additionally, if the Bank determines that, after8 @, ~1 z' R+ y A1 M
conversion, there would be outstanding on such Series 18 Conversion Date( x) [" z6 m% M, r7 s( m1 Q; H
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
- J, `. Z1 t2 f! qSeries 18 will be converted into Preferred Shares Series 19.
+ D- I9 `& l+ z: {) `9 iVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 O* P& M# B. N: Q1 C! d, M
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
' c* u3 P/ H2 k$ H1 t5 s6 Sany meeting of the shareholders of the Bank unless and until the first time at
, h) l8 c: j: P. M& h$ I& t) R& x0 ywhich the Board of Directors has not declared the whole dividend on the
( P* s1 M8 Q7 J5 R% v! x+ K' oPreferred Shares Series 18 in any quarter. In that event, subject as
9 i" c. t+ x+ q% ~! t' b" ahereinafter provided, the holders of Preferred Shares Series 18 will be; n3 d$ t5 _3 Q* J1 ^8 O* ^ y3 w
entitled to receive notice of, and to attend, meetings of shareholders at which
7 c$ e7 {( U" m6 l2 N- |: ~directors of the Bank are to be elected and will be entitled to one vote for
/ P- e( ]; b, G" Q/ V) heach Preferred Share Series 18 held. The voting rights of the holders of the" m1 D( T) t' {1 D, r7 ~" P
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
: c! J4 g0 t. g/ n+ C' Kthe first dividend on the Preferred Shares Series 18 to which the holders are
1 K4 ~. C* q! {+ ~4 sentitled thereunder subsequent to the time such voting rights first arose until
4 m7 x, _* M8 qsuch time as the Bank may again fail to declare the whole dividend on the0 _! A B0 o( L4 l
Preferred Shares Series 18 in respect of any quarter, in which event such
: ~0 Z( v/ Z6 Vvoting rights will become effective again and so on from time to time.
) J7 o1 U, d' l+ R0 _0 _Principal Characteristics of the Preferred Shares Series 193 e, F' x: G/ g# {' N: Z! B
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive; C5 [: ~* @7 l9 u9 f" T
floating rate non-cumulative preferential cash dividends, as and when# y+ g6 X4 I0 y$ d& d
declared by the Board of Directors, subject to the provisions of the Bank Act,9 O- w6 ?7 I* S( i1 j! R
payable quarterly on the 25th day of February, May, August and November
1 z9 N9 ?1 I: j- T8 x5 R gin each year, in the amount per share determined by multiplying the
. t) ?7 f4 a% W6 s4 Gapplicable Quarterly Floating Dividend Rate by $25.00.4 y& W0 D0 t1 a7 m% m, B
On the 30th day prior to the commencement of the initial quarterly dividend% I% H- r+ I) d, y$ @0 B( b
period beginning on February 25, 2014, and on the 30th day prior to the first* B/ ?; f3 J, U( U5 S
day of each subsequent quarterly dividend period (the initial quarterly3 Z8 i$ V( @! W& N% }8 v3 z
dividend period and each subsequent quarterly dividend period is referred to
6 a$ A0 c% ?( Q ?0 A3 eas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the/ V w. A. Z6 w, u! q
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate/ y$ i0 }2 B5 ~! K7 f& o
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the$ } f c* v6 H5 i
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
( q0 F6 l0 l4 Ielapsed in the applicable Quarterly Floating Rate Period divided by 365)( u+ x& ~; x1 @ O2 A
determined on the 30th day prior to the first day of the applicable Quarterly
" R. p3 Y/ `2 L4 y" X9 z( Z: k3 lFloating Rate Period.0 l% m! p' x; T4 w
S-5) }2 X2 x5 ~- m$ i! W8 T. B
If the Board of Directors does not declare a dividend, or any part thereof, on
- J) A) f3 r' f$ z% ~- nthe Preferred Shares Series 19 on or before the dividend payment date for a# d) o. Q& q' R) w0 O
particular quarter, then the entitlement of the holders of the Preferred
4 ~, @+ `+ Z6 F. kShares Series 19 to receive such dividend, or to any part thereof, for such0 }+ b. _% j0 H
quarter will be forever extinguished.
& D9 ]* I; Y5 W0 ~1 X' Y# v& u0 @) wRedemption: Subject to the provisions of the Bank Act and to the prior consent of the( D. j0 |" @$ x- h" n' h# g
Superintendent and to the provisions described below under the heading
2 J. y: P* B0 I- ]& e‘‘Details of the Offering — Certain Provisions of the Preferred Shares
0 p0 |* A! x5 d1 e& _Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
; j( ~2 _, P4 D. o- mon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
) |2 x! k$ x3 J) K3 Z9 y% P tor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
1 w5 d# U4 D$ t4 b, m q8 `option without the consent of the holder, by the payment of an amount in, |' q/ g! [6 W/ w& x9 ?/ b
cash for each such share so redeemed of (i) $25.00 together with all declared" G- X: Z: h6 T9 z+ V
and unpaid dividends to the date fixed for redemption in the case of/ s. O \; T }
redemptions on February 25, 2019 and on February 25 every five years
% X# Z3 @ w0 d" u! L0 Wthereafter, or (ii) $25.50 together with all declared and unpaid dividends to* O6 {& z" `* i6 U
the date fixed for redemption in the case of redemptions on any other date1 j ^) h) {. l- O$ z% B& O
on or after February 25, 2014.2 c7 i& h; \/ y1 @
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic: U, ]+ o8 C% y. M- q5 t
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
; L( ]& U f% z/ Jthe right, at their option, to convert, on February 25, 2019 and on( q4 Q1 J8 S$ i& x7 X
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
+ D# ^/ ?/ c" zor all of their Preferred Shares Series 19 into an equal number of Preferred
8 F6 R) Z; M T! T- P; nShares Series 18 upon giving to the Bank written notice thereof not earlier$ R4 x. _8 Q/ p5 g4 V" [
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the: Q- F2 y* q" z
15th day preceding, a Series 19 Conversion Date.
$ O) M- y( F% \4 k$ [Automatic Conversion If the Bank determines, after having taken into account all shares tendered
" b8 a5 I% b) VProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares& C) |" B' R6 K% h
Series 18, as the case may be, that there would be outstanding on such
6 q. M m# ~, J) ?Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
@; ^$ l# q* Rsuch remaining number of Preferred Shares Series 19 will automatically be: Z3 |) m4 T |0 m! D) t8 E, K
converted on such Series 19 Conversion Date into an equal number of% f) z% H- a1 s+ d9 n: F9 ]
Preferred Shares Series 18. Additionally, if the Bank determines that, after. E- G& k, q9 o3 n- }3 S. R
conversion, there would be outstanding on such Series 19 Conversion Date! B; a/ H6 R. d$ v
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares S5 r& E# n# p6 T& x
Series 19 will be converted into Preferred Shares Series 18.
2 R( W* F% ~2 r' qVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares' T9 ]1 l7 X. f% x5 l, ]' |
Series 19 will not be entitled as such to receive notice of, attend, or vote at,/ Z* {: w7 ^; L' j
any meeting of the shareholders of the Bank unless and until the first time at
$ r/ z4 |. y$ z- pwhich the Board of Directors has not declared the whole dividend on the# g* }3 T& L$ q
Preferred Shares Series 19 in any quarter. In that event, subject as
: N Z, C- ]5 b/ h& ?hereinafter provided, the holders of Preferred Shares Series 19 will be i- L0 k4 U! l/ `6 A! I0 }
entitled to receive notice of, and to attend, meetings of shareholders at which
! |3 l+ `) ~# O- y; J Ydirectors of the Bank are to be elected and will be entitled to one vote for
( _& P w6 \" l) E; zeach Preferred Share Series 19 held. The voting rights of the holders of the
7 T7 w) n5 @* k5 m2 o' b2 y- i/ wPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
* o$ G' v( z0 ]; d9 Hthe first dividend on the Preferred Shares Series 19 to which the holders are
2 A: n2 R4 x0 S+ ientitled thereunder subsequent to the time such voting rights first arose until
0 `, y6 K& o% c2 R$ w3 F4 E2 W% Ksuch time as the Bank may again fail to declare the whole dividend on the7 @+ O% H$ n: ? _: C# u
Preferred Shares Series 19 in respect of any quarter, in which event such
* t/ v, Z' c2 Y0 ?* dvoting rights will become effective again and so on from time to time.
1 U& L1 @2 |: y* \9 KS-6, E, \7 q% ~, |
Priority: The preferred shares of each series of the Bank will rank on a parity with
5 @ P$ X1 F$ x9 E- Bevery other series and are entitled to preference over the common shares of, _) z/ V0 l& y! I B- j9 P
the Bank and over any other shares of the Bank ranking junior to the' G, `1 r9 c. w- y2 N9 g! U
preferred shares with respect to the payment of dividends and upon any
9 }: D) U1 B* S ^$ l8 C* Qdistribution of assets in the event of the liquidation, dissolution or- w% C1 a) _0 k
winding-up of the Bank.2 G+ R: U! h, ^# h
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under$ |5 O* [/ G4 @9 }; w8 g
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
0 R& G0 U7 m- jSeries 18 and Preferred Shares Series 19 will not be required to pay tax on( i- l" d( w) x2 V
dividends received on such shares under Part IV.1 of such Act. |
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