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发表于 2008-11-29 16:58
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下面是BMO的:! L% ]6 }3 X/ g: U* V+ t$ V
SUMMARY OF THE OFFERING2 j! C6 k8 Z& ^7 {+ Y2 T9 k
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’’.
- c) A2 z+ r1 G" B" b3 {Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.# _0 ~1 H! m) E; M3 z5 ?* a9 G
Amount: $150,000,000 (6,000,000 shares).1 @5 E3 ~( J, W4 R' M7 i+ p7 g
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
8 f1 C7 A) [) f7 ^Principal Characteristics of the Preferred Shares Series 18
: }4 x: M3 y: w7 j! QDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
3 F% w! p5 p: V# B4 Mnon-cumulative preferential cash dividends, as and when declared by the
0 Z( x/ P4 W! VBoard of Directors, subject to the provisions of the Bank Act, for the initial
, l* B9 Z2 {5 S, qperiod commencing on the closing date and ending on and including
1 {( K2 q7 C5 F0 p3 dFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the2 l1 p. C3 k9 }! F; s. r1 I
25th day of February, May, August and November in each year, at a rate
0 w4 `3 _: d5 A) v5 V2 zequal to $0.40625 per share. The initial dividend, if declared, will be payable4 j# |* p/ \. q" u7 B& H
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing$ D& a- r) `' t* W z+ k3 K
date of December 11, 2008.1 n% n( d, j6 g1 X) I2 f
For each five-year period after the Initial Fixed Rate Period (each, a
% O8 s. s1 E: V‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
% ?) y1 L% u3 A) i- `Series 18 will be entitled to receive fixed non-cumulative preferential cash: |+ c2 J. ^, L. n
dividends, as and when declared by the Board of Directors, subject to the
' \2 @5 i6 c" r: lprovisions of the Bank Act, payable quarterly on the 25th day of February,( G( U$ X* S7 @1 W$ W
May, August and November in each year, in the amount per share per annum8 H- `* g' H6 o! w" V
determined by multiplying the Annual Fixed Dividend Rate applicable to
+ R6 W+ }' Y4 `" |# wsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend- C9 r" ` w' Y. S: s$ e8 l
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
$ y3 L# p4 R: F, r) l6 S7 |7 pBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day5 [! u% t6 D, r8 K! ^- y0 F
of such Subsequent Fixed Rate Period and will be equal to the sum of the! d6 u7 K) u8 |( F& Q% j
Government of Canada Yield on the applicable Fixed Rate Calculation Date
. Y5 M' v: x2 Rplus 3.83%.' Z2 q* ^1 X L6 i! ~
If the Board of Directors does not declare a dividend, or any part thereof, on
; V: w* r" {& P6 J, s o/ T$ cthe Preferred Shares Series 18 on or before the dividend payment date for a
) q6 O' X9 G- w; X( kparticular quarter, then the entitlement of the holders of the Preferred: T3 d$ e- J) L2 e5 `* w R7 x
Shares Series 18 to receive such dividend, or to any part thereof, for such
% p$ k5 j5 W3 _. a% I* Z3 Mquarter will be forever extinguished.$ W U9 E# Q- W
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the/ J% y/ z. z5 D* f& F
Superintendent and to the provisions described below under ‘‘Details of the: c9 W( x: ~4 M d/ a1 _
Offering — Certain Provisions of the Preferred Shares Series 18 as a4 A1 Y* ]! r+ z* l
Series — Restrictions on Dividends and Retirement of Shares’’, on
. s# {7 E; d' l- f5 {February 25, 2014 and on February 25 every five years thereafter, on not$ k/ U$ ^( j& @. R# z
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any- F* G1 h+ V* r! {- f$ @
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
; E/ p Y8 [1 Pwithout the consent of the holder, by the payment of an amount in cash for& E- w+ V& I5 E
each such share so redeemed of $25.00 together with all declared and unpaid
* V$ E2 x5 C+ S' V6 hdividends to the date fixed for redemption.
8 @4 P, a. [3 q; U! }6 F/ WConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic; P6 n9 c( c3 [- h5 @& u
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
+ ~: M4 z& O' m, ~* g2 @/ V0 ^the right, at their option, to convert, on February 25, 2014 and on- r7 U- P( @9 f: m. {
S-4( b% e" |' m; i5 Y5 J1 M0 k- D
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any+ W% {1 B) A2 |
or all of their Preferred Shares Series 18 into an equal number of Preferred: ^& D! \: @) C; Y r( s/ G
Shares Series 19 upon giving to the Bank notice thereof not earlier than
! O# s3 j8 n: g6 ?30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day. n$ r! A. T8 f( A. O( c
preceding, a Series 18 Conversion Date.2 w- \& Y) W' w7 V% U7 s
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
4 h# ~3 a5 {0 |1 j' X" Y' FProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares5 C2 l" S+ }2 v* f* S/ U+ z2 s* R, R
Series 19, as the case may be, that there would be outstanding on such3 q; B w$ |/ z' U
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,6 T( @4 P' |. @; A
such remaining number of Preferred Shares Series 18 will automatically be
6 \; I- x" j4 F- M9 G& s/ kconverted on such Series 18 Conversion Date into an equal number of/ o1 \% t M; S/ x3 p# @: O, x$ c
Preferred Shares Series 19. Additionally, if the Bank determines that, after
3 M- ]- j f K# M. kconversion, there would be outstanding on such Series 18 Conversion Date8 ~2 M& a/ D5 s4 B: Z: B" W2 z3 n4 m5 |
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
+ Q2 I3 w1 S$ |; lSeries 18 will be converted into Preferred Shares Series 19.$ i+ G8 L: w; P) z1 @! ]* D
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# m8 l' z/ H4 h* FSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
# a- b2 a! g8 L: H4 \any meeting of the shareholders of the Bank unless and until the first time at7 [% e' S% Y& X: |
which the Board of Directors has not declared the whole dividend on the
0 {7 K* t4 t( h2 oPreferred Shares Series 18 in any quarter. In that event, subject as# g, b8 R. ~6 ]1 _
hereinafter provided, the holders of Preferred Shares Series 18 will be9 x5 Y5 y# I, E) q+ w# v
entitled to receive notice of, and to attend, meetings of shareholders at which
+ v) b0 Y2 v, s4 idirectors of the Bank are to be elected and will be entitled to one vote for
: y' F$ D' L# c9 feach Preferred Share Series 18 held. The voting rights of the holders of the
+ Z7 L Z# z+ X. ^' C* {" H9 oPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
7 n3 f5 e) j% C5 }0 f4 i0 ]the first dividend on the Preferred Shares Series 18 to which the holders are
. i z. Z8 @% ^' }# dentitled thereunder subsequent to the time such voting rights first arose until0 x. Q: a3 N/ B; _3 o2 X
such time as the Bank may again fail to declare the whole dividend on the3 o+ m$ l6 j' ~& a: ^9 m) _
Preferred Shares Series 18 in respect of any quarter, in which event such+ `' m+ B1 Z7 g5 }6 y
voting rights will become effective again and so on from time to time.
3 O: [, v4 [9 C$ wPrincipal Characteristics of the Preferred Shares Series 19% z# X/ B, W _
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
2 F1 P) a# f. B* h# T9 h( [floating rate non-cumulative preferential cash dividends, as and when2 L. Q/ H+ G2 R
declared by the Board of Directors, subject to the provisions of the Bank Act,& M. L3 [& D" |
payable quarterly on the 25th day of February, May, August and November9 Y1 } o/ M+ \; h5 p b' S+ [& ^
in each year, in the amount per share determined by multiplying the& X, x! Q* V; d/ o% u" Z8 U7 P
applicable Quarterly Floating Dividend Rate by $25.00.$ Q9 Z: f: \6 g* @/ {; r
On the 30th day prior to the commencement of the initial quarterly dividend
; r* E# I% M9 ]" ]1 ^3 M6 speriod beginning on February 25, 2014, and on the 30th day prior to the first H2 u' v- M Z) X \9 r
day of each subsequent quarterly dividend period (the initial quarterly
, W5 ^" |5 F8 ldividend period and each subsequent quarterly dividend period is referred to
& }/ z# l1 |8 n: k2 Y; Oas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the6 q/ A9 P; w1 x* {
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate+ O; d( z8 L9 q. r- F \% ^2 o1 q
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the( s; r9 C4 B! }% I+ K& i
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days/ O* I" e8 D# T
elapsed in the applicable Quarterly Floating Rate Period divided by 365)- m' s& L: x" ^
determined on the 30th day prior to the first day of the applicable Quarterly
% ]; s# [1 G6 r* x+ GFloating Rate Period.
5 k% F' R. _8 Z7 {( nS-5$ b m& f7 _# h% x
If the Board of Directors does not declare a dividend, or any part thereof, on- w- c- \4 d7 E3 {1 \8 x
the Preferred Shares Series 19 on or before the dividend payment date for a
8 W6 Q: U# u% Y9 W5 H1 J" V3 Pparticular quarter, then the entitlement of the holders of the Preferred9 r& u2 w7 O( e, J, w ?4 Y
Shares Series 19 to receive such dividend, or to any part thereof, for such
# [- q! L s7 z) ^, ?0 |1 j; Cquarter will be forever extinguished.! i+ B/ _7 @4 ?* ^& I
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
: L8 L J. v3 k$ \" J$ U- JSuperintendent and to the provisions described below under the heading* Y& q3 k" p- o9 [+ r
‘‘Details of the Offering — Certain Provisions of the Preferred Shares/ l4 V6 v7 l& @8 Z6 S8 K4 ]
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’, w' t% p8 p( ^; c! s4 v
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all- I( y4 S& h! E- \3 p3 d
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
. z. l4 q; U5 T$ t- yoption without the consent of the holder, by the payment of an amount in1 g3 r' J3 O: I# ]
cash for each such share so redeemed of (i) $25.00 together with all declared
3 X* T; X: K; D" ~4 ~& aand unpaid dividends to the date fixed for redemption in the case of7 ?+ M4 M: A' |& V ?$ N
redemptions on February 25, 2019 and on February 25 every five years
/ {8 F- E; f$ O& z( c1 t" \" Kthereafter, or (ii) $25.50 together with all declared and unpaid dividends to" r( f- F& q* B
the date fixed for redemption in the case of redemptions on any other date
5 `5 n* H4 R b+ T' D* ^/ non or after February 25, 2014.4 b0 f4 k, |8 y
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic4 R% X3 s4 j& `9 { d5 W
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have8 W! U8 Z+ w, X+ _+ N/ R8 g3 G4 _
the right, at their option, to convert, on February 25, 2019 and on1 t$ T0 s- L8 p6 q# s1 l- n
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
- L% I$ J) R( P5 for all of their Preferred Shares Series 19 into an equal number of Preferred0 @8 M- t# J3 H/ M; u- V$ U
Shares Series 18 upon giving to the Bank written notice thereof not earlier
$ o+ k# K K; K5 c- othan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the0 T$ x/ b( D6 L: H
15th day preceding, a Series 19 Conversion Date.
4 X0 [7 B# Q. ~Automatic Conversion If the Bank determines, after having taken into account all shares tendered
& d) V1 x) @0 j: Q6 {) q" W$ ]Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
( z+ x% `1 G; z) ?9 d. t5 DSeries 18, as the case may be, that there would be outstanding on such1 t+ N; E2 `1 ?6 v2 r
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,9 S8 e4 H4 f. b3 W
such remaining number of Preferred Shares Series 19 will automatically be: B9 o0 W2 v+ m
converted on such Series 19 Conversion Date into an equal number of
|3 [8 F* I d) \4 wPreferred Shares Series 18. Additionally, if the Bank determines that, after
9 S, b+ c+ i* T7 T! R6 H! bconversion, there would be outstanding on such Series 19 Conversion Date
6 A$ S5 u, H& W( Z1 P6 Xless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares8 b7 o1 ^- C3 z
Series 19 will be converted into Preferred Shares Series 18.
M4 q& [) R+ @" XVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
) }! ]& ?3 E1 i3 k. L: n' `Series 19 will not be entitled as such to receive notice of, attend, or vote at,
+ X/ u5 {3 J" O5 l$ |: N' Z" Yany meeting of the shareholders of the Bank unless and until the first time at ]) Q/ L) c+ }5 A' D
which the Board of Directors has not declared the whole dividend on the8 U6 f# W8 N8 s* i' T
Preferred Shares Series 19 in any quarter. In that event, subject as) I' F N% ^) ~. g& A
hereinafter provided, the holders of Preferred Shares Series 19 will be% K4 n; W$ Z) Z
entitled to receive notice of, and to attend, meetings of shareholders at which
9 F" T- v& j/ U# D/ W$ r; K) udirectors of the Bank are to be elected and will be entitled to one vote for
* W5 O$ U% w3 I: h/ H3 S# c8 weach Preferred Share Series 19 held. The voting rights of the holders of the1 @7 h4 ?9 E; q1 \" W+ M$ ]/ b) U9 @
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of, ^8 o- @1 J4 d4 [3 \% [
the first dividend on the Preferred Shares Series 19 to which the holders are
4 E6 b, ^! ]4 G$ e: C; @; xentitled thereunder subsequent to the time such voting rights first arose until/ @2 b1 `$ ]3 g8 e$ u# v1 o& \* x" _
such time as the Bank may again fail to declare the whole dividend on the
& m* v) s/ q; ]1 V5 W1 L: {Preferred Shares Series 19 in respect of any quarter, in which event such
) C# M) p. N vvoting rights will become effective again and so on from time to time.
8 j) L* b" ^+ M$ Q* f( J1 DS-6
) _% _0 F& B0 U, J; dPriority: The preferred shares of each series of the Bank will rank on a parity with
^5 J' b. ~+ X( k; Fevery other series and are entitled to preference over the common shares of. R3 C$ z( h2 g6 U7 P+ E$ i2 M& ]' g$ ~
the Bank and over any other shares of the Bank ranking junior to the
# x# h: ^6 `/ h5 H% g' dpreferred shares with respect to the payment of dividends and upon any
/ W1 O9 i7 b( @, z" t! hdistribution of assets in the event of the liquidation, dissolution or- y. Y/ J3 i* t9 P: Y' L4 M$ f
winding-up of the Bank.0 V h/ t0 r3 e( u( b1 t6 X
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under; V: L; J% k% S( ^
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares. g. } U! k7 y9 }) b' N8 N, {
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
3 h/ R$ l: ^. Xdividends received on such shares under Part IV.1 of such Act. |
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