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发表于 2008-11-29 16:58
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下面是BMO的:) E$ s( b; }9 ^; Y4 ^# |5 p
SUMMARY OF THE OFFERING, t: C, ]5 a/ h% E$ ^0 m
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’’." ]% I& t% b2 g. T; C
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
; D9 c( O l# T5 `) OAmount: $150,000,000 (6,000,000 shares).
7 z9 W7 ]8 ?& oPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
$ e% D; A/ i( z+ K( RPrincipal Characteristics of the Preferred Shares Series 18
8 `' m* v! }( ^9 SDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed: x; D* N" Z) @: ~( R
non-cumulative preferential cash dividends, as and when declared by the
/ }2 Y+ a5 x7 f% p0 k9 V$ Q! L$ YBoard of Directors, subject to the provisions of the Bank Act, for the initial* t9 q. h* Q- m% D; K1 q
period commencing on the closing date and ending on and including
4 l- B+ b7 c: b3 gFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the9 U. R) g9 j5 R0 n% C* z
25th day of February, May, August and November in each year, at a rate
' b- W3 _! B/ _( t7 ]$ r* z$ J" ^equal to $0.40625 per share. The initial dividend, if declared, will be payable
) o8 z' o$ L' j6 x; z4 bMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
6 h9 H/ A: Q0 G2 f! G: Z, r* X8 Adate of December 11, 2008.
# s5 b+ }! Y1 h PFor each five-year period after the Initial Fixed Rate Period (each, a
5 d# O. V, t6 v0 K+ g/ E, a‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares) s4 ^. T% D# e0 }& M" @' y
Series 18 will be entitled to receive fixed non-cumulative preferential cash
/ r# F5 d, E. E8 f6 z7 W2 Ldividends, as and when declared by the Board of Directors, subject to the' M1 C" h0 l. W$ p; s$ n
provisions of the Bank Act, payable quarterly on the 25th day of February,
* W. Y8 o, e' `# A; Q/ I8 }May, August and November in each year, in the amount per share per annum) G2 p s# g/ y6 E5 y7 W+ ^
determined by multiplying the Annual Fixed Dividend Rate applicable to
' s% f, m0 Z9 D; A, Hsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend4 u+ a: G' H7 J: Z* L
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the; W3 e+ t) b# M, r- ]" U) A( B9 W h
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
8 W+ f3 W- e) N* y8 _: m4 V6 T5 tof such Subsequent Fixed Rate Period and will be equal to the sum of the
- ` e* N9 ~1 \( _4 X2 ^* W+ TGovernment of Canada Yield on the applicable Fixed Rate Calculation Date* `; |8 j+ o$ g( t
plus 3.83%.
/ X% H, `5 }& NIf the Board of Directors does not declare a dividend, or any part thereof, on( b0 w& T) n! e7 I; c9 ]8 O
the Preferred Shares Series 18 on or before the dividend payment date for a2 s$ s; I4 Z# L+ N. W
particular quarter, then the entitlement of the holders of the Preferred {" E/ z5 x% y! f: S
Shares Series 18 to receive such dividend, or to any part thereof, for such
4 K- w" ?3 T$ Jquarter will be forever extinguished.
; _6 _& [! H3 E" ^: _/ M4 M; ERedemption: Subject to the provisions of the Bank Act and to the prior consent of the
6 s8 ]! B. R3 n. L& Z! o) WSuperintendent and to the provisions described below under ‘‘Details of the/ j8 y6 k) N5 G/ p0 J4 w
Offering — Certain Provisions of the Preferred Shares Series 18 as a2 |6 Q6 K3 \! Z) S
Series — Restrictions on Dividends and Retirement of Shares’’, on
4 m6 j) @+ N1 J: C# eFebruary 25, 2014 and on February 25 every five years thereafter, on not
' ]6 x( \# i5 j" o% a" n. Ymore than 60 nor less than 30 days’ notice, the Bank may redeem all or any) w3 k2 P7 s5 E9 I' ]3 F; L
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
6 ^7 n( T% J& X0 k1 S- x1 ywithout the consent of the holder, by the payment of an amount in cash for0 ^( b, t1 t8 {0 i: U/ r' Z2 a6 Y6 b
each such share so redeemed of $25.00 together with all declared and unpaid
* |; {5 a* [$ H+ V) y/ Ldividends to the date fixed for redemption.* G) z3 T; f# F. ^* x
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic! h. G, ] L1 a' _4 N+ s( V
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have. k7 k; I9 c2 J& w `
the right, at their option, to convert, on February 25, 2014 and on
$ S% c$ b$ q; z# A9 O3 nS-47 i! h: [ _; J2 S( {
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
2 M7 l" @9 S5 x! lor all of their Preferred Shares Series 18 into an equal number of Preferred* V2 s; V5 K) u4 j3 j
Shares Series 19 upon giving to the Bank notice thereof not earlier than8 b5 E. b: C9 N C. T* N/ Q
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day5 M* j7 E% s: a, x
preceding, a Series 18 Conversion Date.) u! o Z6 C: f
Automatic Conversion If the Bank determines, after having taken into account all shares tendered' T7 E8 z8 u1 _ I
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
% z2 X) ~; K$ [0 G3 I/ CSeries 19, as the case may be, that there would be outstanding on such
T, x, i0 t- b# \Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
- h1 c. ]1 P; {% p, Dsuch remaining number of Preferred Shares Series 18 will automatically be
3 `6 B5 p' ^0 y+ M! fconverted on such Series 18 Conversion Date into an equal number of
6 m* ^4 ` e+ G# w, {Preferred Shares Series 19. Additionally, if the Bank determines that, after7 a* I& O% g9 Y3 d- J& g
conversion, there would be outstanding on such Series 18 Conversion Date
3 h) H- v4 ^: ^+ Uless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares0 n; | U6 r& k# j7 H, r% p
Series 18 will be converted into Preferred Shares Series 19.
3 w5 z9 F) G( h+ yVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares$ m6 T6 D3 u( V5 c. I
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
/ U$ K. r" m. N9 @4 g9 Hany meeting of the shareholders of the Bank unless and until the first time at
4 o6 a' p a. X1 |3 K9 Ywhich the Board of Directors has not declared the whole dividend on the
8 u8 w' a9 e, r+ S0 f% NPreferred Shares Series 18 in any quarter. In that event, subject as: g) W5 N" p+ s1 p6 a( y
hereinafter provided, the holders of Preferred Shares Series 18 will be
) N7 I7 P! v1 y6 A) C+ m8 `9 j: |entitled to receive notice of, and to attend, meetings of shareholders at which
& ~* X% p5 _/ [5 {* T j; B# v9 Qdirectors of the Bank are to be elected and will be entitled to one vote for
3 `4 [" z3 h6 Peach Preferred Share Series 18 held. The voting rights of the holders of the. N% q: X1 J. l+ O+ w5 B1 R
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
2 ^: W& I, ?0 f y6 [" c0 S; rthe first dividend on the Preferred Shares Series 18 to which the holders are) s3 C6 u: I! @# K
entitled thereunder subsequent to the time such voting rights first arose until- K0 X$ W8 d/ V4 F2 P
such time as the Bank may again fail to declare the whole dividend on the9 K% ]: Z$ \2 ?% {0 l0 y1 j
Preferred Shares Series 18 in respect of any quarter, in which event such/ {1 p$ [( Y) [2 V+ @" Z
voting rights will become effective again and so on from time to time.
, ~- t# g9 P# r @$ l* s" I# xPrincipal Characteristics of the Preferred Shares Series 19
; y) r7 h' Z3 H, u0 {, bDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
3 y( a9 A/ }7 Z2 m9 v. q; b( H& Sfloating rate non-cumulative preferential cash dividends, as and when& B! D: e Q5 V5 M$ t/ t
declared by the Board of Directors, subject to the provisions of the Bank Act,) R0 ?: V6 T2 r5 y2 F0 n( v0 [6 h% Y
payable quarterly on the 25th day of February, May, August and November1 @+ {3 |2 N* g) R) J
in each year, in the amount per share determined by multiplying the
( E/ w' y2 H4 e3 D q, papplicable Quarterly Floating Dividend Rate by $25.00.
; Y- C. \, g- k& u/ F4 ^; F8 a& aOn the 30th day prior to the commencement of the initial quarterly dividend5 O! R9 f5 P0 \" M9 ~' l# y" J
period beginning on February 25, 2014, and on the 30th day prior to the first
. t* F! v$ e9 ~day of each subsequent quarterly dividend period (the initial quarterly! [8 R- m% A/ L8 n
dividend period and each subsequent quarterly dividend period is referred to
' X5 y9 j: y7 ^0 i8 Zas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
# ~/ Z3 T. T) O, y5 WQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
: M" ~2 \$ e9 w5 `5 a4 zPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
& \1 j4 E9 }8 G; bT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days( i. y$ _" f# K6 w& ?( D+ @$ o
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
' {/ {$ v' q# K8 Q0 Edetermined on the 30th day prior to the first day of the applicable Quarterly# s/ ]* e" w9 g4 v, Z
Floating Rate Period.3 h5 }& l% j+ w( \9 _. N# g N
S-5
) F1 ]+ o+ l, WIf the Board of Directors does not declare a dividend, or any part thereof, on' L0 ~7 G0 m8 f$ m" N i" e6 C% ]% G
the Preferred Shares Series 19 on or before the dividend payment date for a
4 H: Z. y5 J1 {$ i; y# V1 Dparticular quarter, then the entitlement of the holders of the Preferred
( j* w' T% V4 B8 I! F7 VShares Series 19 to receive such dividend, or to any part thereof, for such. a( P' y+ M- [8 b' h$ \
quarter will be forever extinguished.& {" b D: \* |0 q: ?. Y# a
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the( A9 K1 c" O9 i0 [5 x8 }) s
Superintendent and to the provisions described below under the heading5 H% A; S4 ? Z5 v
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
% b2 l" M' k/ V2 A7 P5 L3 ASeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
" ~# g0 I$ ^& v4 C' A, K7 o5 won not more than 60 nor less than 30 days’ notice, the Bank may redeem all" M5 l2 A3 M$ z, k) Q* l" y- @8 M: E/ v
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
+ Y: F/ b% k7 w! doption without the consent of the holder, by the payment of an amount in
. K0 ^4 _$ }: R" |4 Scash for each such share so redeemed of (i) $25.00 together with all declared
: [9 X8 d) u# e( ~2 O2 cand unpaid dividends to the date fixed for redemption in the case of3 l4 D9 V0 U3 z% Z, `6 o
redemptions on February 25, 2019 and on February 25 every five years) S3 ?$ R' V$ B0 _" w( a; U& u* `
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to1 x( w7 A* r$ {5 l" R. K+ C5 _
the date fixed for redemption in the case of redemptions on any other date
) p6 ~0 m8 I; I8 N' Eon or after February 25, 2014.
4 L6 Z) P9 u3 l. O9 b9 hConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
; C. A) ~' ~# ^/ T0 P% OShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have w$ p# A. E+ I( P( b
the right, at their option, to convert, on February 25, 2019 and on
1 U9 a( A0 V1 cFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
: h7 d1 d( l' |% j! S$ n! eor all of their Preferred Shares Series 19 into an equal number of Preferred
; n3 t8 v$ o, q$ z1 OShares Series 18 upon giving to the Bank written notice thereof not earlier7 f z% r& P* s; C- b1 W, G- B, G
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
. f. K' t2 S, R3 |* N15th day preceding, a Series 19 Conversion Date.4 t* | |/ f. f2 M2 Y7 ?
Automatic Conversion If the Bank determines, after having taken into account all shares tendered! \5 c' Y9 O1 O# b- q% W D
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
. }+ e5 g7 t, W. Y$ {4 ]" P) u7 YSeries 18, as the case may be, that there would be outstanding on such3 i5 _3 x9 i. A6 W7 u5 A
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,: j7 J% | Z! J4 C3 [' Y) i8 D1 W
such remaining number of Preferred Shares Series 19 will automatically be$ X! H. k6 y4 v9 ^' ^4 i
converted on such Series 19 Conversion Date into an equal number of1 y/ S0 K1 e' }, u2 {0 @9 O
Preferred Shares Series 18. Additionally, if the Bank determines that, after7 M# T4 X2 o( z; T/ Y4 ?
conversion, there would be outstanding on such Series 19 Conversion Date) M4 [5 @3 j2 Z) P) ~7 A- {' @
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
- C9 W+ F. b+ l! z. W. s% k1 W* aSeries 19 will be converted into Preferred Shares Series 18.& w. ~6 u, D2 w8 b" b, e
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares! o: v; u* Q1 O% C
Series 19 will not be entitled as such to receive notice of, attend, or vote at,+ m- }+ N# ^5 ^- m2 n' o
any meeting of the shareholders of the Bank unless and until the first time at& f' s4 z- L8 k) x2 n) z6 ]
which the Board of Directors has not declared the whole dividend on the
" s% G7 |1 Q6 |9 mPreferred Shares Series 19 in any quarter. In that event, subject as) P& j9 q0 {, X p0 k
hereinafter provided, the holders of Preferred Shares Series 19 will be" K4 P6 `6 t. v: o1 j
entitled to receive notice of, and to attend, meetings of shareholders at which
i8 @+ ^, u+ d8 qdirectors of the Bank are to be elected and will be entitled to one vote for
" ^) H/ y6 Y u$ r6 D- f1 oeach Preferred Share Series 19 held. The voting rights of the holders of the* g& `0 V( E4 a' J9 P7 S
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of3 c3 V/ E2 V& X0 E
the first dividend on the Preferred Shares Series 19 to which the holders are w; ~$ e. e( a# d( ~; D# U( I
entitled thereunder subsequent to the time such voting rights first arose until1 C: T! x( G6 _9 f3 p
such time as the Bank may again fail to declare the whole dividend on the- f% l) u$ U: e9 @, B$ p5 T' L
Preferred Shares Series 19 in respect of any quarter, in which event such
! E! }( I% W1 J, z2 Svoting rights will become effective again and so on from time to time.
" z0 p/ G3 K) cS-6/ B* M! R6 `: s1 v1 f8 B/ a
Priority: The preferred shares of each series of the Bank will rank on a parity with9 T2 i' H; n* F+ I8 R
every other series and are entitled to preference over the common shares of& x( G2 r* P) \! ]5 ~: H; }8 f
the Bank and over any other shares of the Bank ranking junior to the
! z- j& {$ W- |9 a+ V5 @preferred shares with respect to the payment of dividends and upon any
( k& ]& E3 e. d0 X; _. fdistribution of assets in the event of the liquidation, dissolution or
8 F8 G( }- s/ b$ Owinding-up of the Bank.. P( Z+ A3 |! z$ e/ _
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
9 L+ J! D$ L( r+ f4 hDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
& F; U7 j! K; g* d, q" MSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
# c- H1 k: d" Q& T3 ~- ?1 t! ydividends received on such shares under Part IV.1 of such Act. |
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