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发表于 2008-11-29 16:58
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下面是BMO的:$ _% T: E. ]0 }) z( W
SUMMARY OF THE OFFERING4 j2 n& _# A; A7 A# A# }3 Y
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’’.
; u* |: \8 z! G p$ V8 W& K! d7 vIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18./ F8 `7 @5 w; |& S
Amount: $150,000,000 (6,000,000 shares).
3 I5 I2 ^6 d1 _9 c: MPrice and Yield: $25.00 per share to yield initially 6.50% per annum.# d( b6 ^6 M1 v8 y9 [
Principal Characteristics of the Preferred Shares Series 18
B q% [! @: Y" [3 R, A! o, p; rDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
7 P( ? I+ }7 d$ Enon-cumulative preferential cash dividends, as and when declared by the& B/ Q$ z" w. l1 F+ m+ z) k' s
Board of Directors, subject to the provisions of the Bank Act, for the initial1 c1 f C5 T. @7 ~
period commencing on the closing date and ending on and including
7 C: k4 q' w# h1 KFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
d# L& b' s G4 z6 ]# u0 S' k25th day of February, May, August and November in each year, at a rate
5 v h* c. J) r8 p+ ^# Vequal to $0.40625 per share. The initial dividend, if declared, will be payable
* K9 G1 T. H" G) i9 qMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
9 F( ?, i" I: m# J9 v" D2 e e- x! Adate of December 11, 2008.
% J" S0 {: w" U) V6 Q( T4 c7 L( SFor each five-year period after the Initial Fixed Rate Period (each, a2 I9 u% I( C9 G% q- ^( m8 `" n0 d
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares6 U: @: j6 ~8 D0 y$ H
Series 18 will be entitled to receive fixed non-cumulative preferential cash: t8 ]6 e+ X- t% _3 }$ ^9 F, i- O* i
dividends, as and when declared by the Board of Directors, subject to the. o- [. @+ K& w% \: D
provisions of the Bank Act, payable quarterly on the 25th day of February,
; d, R0 G% o( I8 Z9 fMay, August and November in each year, in the amount per share per annum
0 v% J/ d8 Y+ o$ H0 }$ kdetermined by multiplying the Annual Fixed Dividend Rate applicable to0 b% K7 {8 G0 @5 @. Z& x# W
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend5 s6 x% N3 p0 j' b! ^ d5 N
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
1 z: Z4 E6 b% z. c" S, \) }. _Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day) | J" H; x; [! W
of such Subsequent Fixed Rate Period and will be equal to the sum of the6 z- c4 M* C6 j
Government of Canada Yield on the applicable Fixed Rate Calculation Date
$ J$ [" o# ?* A+ u$ Jplus 3.83%.
6 a1 N3 T# F8 ] h; z, |* }If the Board of Directors does not declare a dividend, or any part thereof, on3 d. V9 N) r5 Y4 @0 A/ G' Q
the Preferred Shares Series 18 on or before the dividend payment date for a
6 y+ w% g, N \9 K4 @/ h1 r3 A, Bparticular quarter, then the entitlement of the holders of the Preferred' R5 x1 h8 W2 S, S4 H
Shares Series 18 to receive such dividend, or to any part thereof, for such( g6 L% @ w# l! F2 v3 b- p3 y
quarter will be forever extinguished.; a1 _5 R+ t" b# @
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the$ R3 X* T8 D3 [& n8 Y3 v) i+ c
Superintendent and to the provisions described below under ‘‘Details of the
" Z& n% z- k9 KOffering — Certain Provisions of the Preferred Shares Series 18 as a
; H$ Q0 s( u) O+ \Series — Restrictions on Dividends and Retirement of Shares’’, on
# Z) ]% G* C$ G6 o Z8 X& ?; WFebruary 25, 2014 and on February 25 every five years thereafter, on not
: Q% c" [) X5 ?& N+ m8 I2 V, ]! _more than 60 nor less than 30 days’ notice, the Bank may redeem all or any; _/ x" n8 _% ~$ F y2 x9 R3 H
part of the then outstanding Preferred Shares Series 18, at the Bank’s option' {* {7 w4 j4 A: A5 u
without the consent of the holder, by the payment of an amount in cash for
# a6 g4 n' j$ u* x/ ^6 s2 G+ ~1 p- weach such share so redeemed of $25.00 together with all declared and unpaid$ b$ c* H/ E0 r; b: E
dividends to the date fixed for redemption.6 J. w: |( F' X
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic( B% K9 Y7 P. M+ y0 r
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
6 B4 r- w. A8 Q$ ~7 xthe right, at their option, to convert, on February 25, 2014 and on
8 o, }% [, j- m) [S-4
. o) z: O" ^, V9 G) K5 {6 eFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
" a5 ]( |, }4 I u8 ^* q- Eor all of their Preferred Shares Series 18 into an equal number of Preferred, v [# J* H" R! i; \2 S* R+ p
Shares Series 19 upon giving to the Bank notice thereof not earlier than
" W1 I. e$ V$ C3 d' J9 }+ S30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day/ W6 C6 r3 X) M6 v; j6 o6 c( w
preceding, a Series 18 Conversion Date.6 C8 w* m9 q$ K
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
* x% l# f. p8 m lProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
% A- a- ]# k2 a6 u7 [+ bSeries 19, as the case may be, that there would be outstanding on such( d4 M5 S; L' Q* @7 J5 S8 A2 Y* o
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,& B. `, F) M2 L* \! }& _" u: Y
such remaining number of Preferred Shares Series 18 will automatically be
; v% Q' d- _) {% m! [8 p I' aconverted on such Series 18 Conversion Date into an equal number of
9 Q# W4 s# t+ t9 W) Y8 N, xPreferred Shares Series 19. Additionally, if the Bank determines that, after, P, i, Y. V4 t- c; G" n0 t
conversion, there would be outstanding on such Series 18 Conversion Date) p' c4 Y; v9 a; Y9 ]4 X5 ~, e7 N
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares7 e4 q% p$ n& i
Series 18 will be converted into Preferred Shares Series 19.
. D+ F7 g: c8 f, M5 yVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares& |0 {5 S" D+ [
Series 18 will not be entitled as such to receive notice of, attend, or vote at,' e" _" q# e! U
any meeting of the shareholders of the Bank unless and until the first time at
# i6 Z: F' x5 y* H) E& dwhich the Board of Directors has not declared the whole dividend on the
8 V `* S. h6 w: e8 @" }% }Preferred Shares Series 18 in any quarter. In that event, subject as
) j/ M9 _2 ^+ ], Ehereinafter provided, the holders of Preferred Shares Series 18 will be
5 Y) E* E" |; e3 K; y% dentitled to receive notice of, and to attend, meetings of shareholders at which$ [; s1 n' S+ S
directors of the Bank are to be elected and will be entitled to one vote for5 s# v i% Y1 W
each Preferred Share Series 18 held. The voting rights of the holders of the; e0 E) b" M0 o- R
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
, f8 }- ^% a; u3 @$ |: i* _the first dividend on the Preferred Shares Series 18 to which the holders are
$ Z9 u4 _! ?* R; n |& y8 fentitled thereunder subsequent to the time such voting rights first arose until
% F/ P! v4 \$ nsuch time as the Bank may again fail to declare the whole dividend on the
, j4 ?- c C) ^& \Preferred Shares Series 18 in respect of any quarter, in which event such
}) }' U0 P7 {2 M* Yvoting rights will become effective again and so on from time to time.) @4 E& e5 k! M
Principal Characteristics of the Preferred Shares Series 19( i* y; W: X) A' n1 I7 J) j; y
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
9 T0 b( N8 v6 l6 ]! Ufloating rate non-cumulative preferential cash dividends, as and when' c) l& Y' U4 a- f
declared by the Board of Directors, subject to the provisions of the Bank Act,* Y) f# `0 s. u; ~9 T* b
payable quarterly on the 25th day of February, May, August and November
$ u' e; S/ K% i* u2 r% v5 qin each year, in the amount per share determined by multiplying the
* R2 L J2 Z5 ~# G$ L; Kapplicable Quarterly Floating Dividend Rate by $25.00.
5 J* J( N3 {4 ^+ EOn the 30th day prior to the commencement of the initial quarterly dividend
3 l! @; j9 f5 U( l' S$ c9 V* r+ operiod beginning on February 25, 2014, and on the 30th day prior to the first
5 i7 \% \3 b& {day of each subsequent quarterly dividend period (the initial quarterly- U6 A- X* }2 w. B9 k: `- _
dividend period and each subsequent quarterly dividend period is referred to
- L* A9 S$ w0 ?) M q, vas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the; o) V1 I" b4 o9 E4 g! f8 W
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate+ b6 k; S: |! `; _: j5 E
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
8 @; I: f( k Q: \" nT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days# ~6 v, p6 {9 f4 u1 \( l+ q
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
% W, L; d4 W- R" K7 odetermined on the 30th day prior to the first day of the applicable Quarterly& F, z$ K9 T! l, Z
Floating Rate Period.: D3 i9 y+ E8 Y% w& q q. |
S-5
& S0 b! G; m# a. @If the Board of Directors does not declare a dividend, or any part thereof, on
. M4 x4 K- k- a* x# sthe Preferred Shares Series 19 on or before the dividend payment date for a
+ u$ j9 I5 Q9 f+ Kparticular quarter, then the entitlement of the holders of the Preferred1 S+ J2 v% o& b1 c% h ^0 k$ u
Shares Series 19 to receive such dividend, or to any part thereof, for such! ^" J" r/ Q( t5 V; B* c+ s
quarter will be forever extinguished.7 j. e( \6 O3 p' T) D
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the L. M: m( e" Z9 B+ @" Q1 z% g+ N; T
Superintendent and to the provisions described below under the heading3 K2 e# h: F0 z2 k& J
‘‘Details of the Offering — Certain Provisions of the Preferred Shares/ o: ~% D1 E. w- W# t
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’, N% u! W- M" s3 m b& r
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all- F+ i3 ]- d% u$ x
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s7 n: ^6 o3 w4 S0 x, q1 P
option without the consent of the holder, by the payment of an amount in- l/ ?% G; N. X3 m
cash for each such share so redeemed of (i) $25.00 together with all declared/ \; `3 f2 Z) y# ?/ ^
and unpaid dividends to the date fixed for redemption in the case of/ r; B/ A* K6 z3 t4 I% \9 z2 B: @( D B5 ^
redemptions on February 25, 2019 and on February 25 every five years
+ H" X* G6 ]) ~& |+ t$ O$ x5 D, }thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
/ x% ?8 I) _& {/ g% Kthe date fixed for redemption in the case of redemptions on any other date" U* N3 u8 E! B, G9 ]& X. c" C: }
on or after February 25, 2014.
1 j2 N# `$ Q8 F: j, { [5 jConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
1 L! u6 c) z0 m7 I. ~$ r/ dShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have9 q$ ?2 Y! T; \+ F2 I7 E7 s
the right, at their option, to convert, on February 25, 2019 and on6 Z5 H/ f' l: ~
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any+ V. r9 \1 k& Q$ F0 @; C$ [ [
or all of their Preferred Shares Series 19 into an equal number of Preferred
G1 H2 S+ e3 c8 i" eShares Series 18 upon giving to the Bank written notice thereof not earlier
$ E+ g8 I- \. d& a; W3 H$ @/ y Mthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the- T! ?1 i2 H& A
15th day preceding, a Series 19 Conversion Date.* A. z; }1 _7 I+ v( b# {& p Y
Automatic Conversion If the Bank determines, after having taken into account all shares tendered" j) ] a8 w+ }) d8 @8 ?
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
/ m0 L: b6 o- }1 I3 DSeries 18, as the case may be, that there would be outstanding on such8 a+ H3 H7 ?& v# c, z
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
) }' ~1 w3 L- D* ~; p+ N1 Esuch remaining number of Preferred Shares Series 19 will automatically be* m( W1 g3 A6 \' ^ O1 K
converted on such Series 19 Conversion Date into an equal number of
, ]" E/ r+ R6 ~' {Preferred Shares Series 18. Additionally, if the Bank determines that, after: h4 A. {" ^ n) v) k
conversion, there would be outstanding on such Series 19 Conversion Date8 G. Q* ~- o# C6 ~7 D
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares0 I0 K) A' s9 W. h9 M9 u
Series 19 will be converted into Preferred Shares Series 18.7 R8 [! S# w0 R7 T2 F4 [
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
- `" p) S3 m2 j6 P3 w( Q$ cSeries 19 will not be entitled as such to receive notice of, attend, or vote at,' H& l5 ^8 @& N
any meeting of the shareholders of the Bank unless and until the first time at1 x9 z5 a. w# h$ s/ \
which the Board of Directors has not declared the whole dividend on the- E+ L3 V+ |" W
Preferred Shares Series 19 in any quarter. In that event, subject as& g; ~ K5 l0 P
hereinafter provided, the holders of Preferred Shares Series 19 will be# c1 N- N9 T- I; q/ _
entitled to receive notice of, and to attend, meetings of shareholders at which9 W! y" U. ?! \3 c7 M% G9 i4 ^6 o
directors of the Bank are to be elected and will be entitled to one vote for
" i' T# |0 e$ O1 A* }each Preferred Share Series 19 held. The voting rights of the holders of the
8 P$ A, M0 A! G3 a+ z5 U. f# OPreferred Shares Series 19 will forthwith cease upon payment by the Bank of/ t! J2 e2 p' K6 k! B
the first dividend on the Preferred Shares Series 19 to which the holders are
, V# G; C* n. x4 [1 Z9 s: Mentitled thereunder subsequent to the time such voting rights first arose until* T% {- ^. Q. Z" K' [! `9 z
such time as the Bank may again fail to declare the whole dividend on the1 z8 }/ A$ W0 G! c: e+ E$ x
Preferred Shares Series 19 in respect of any quarter, in which event such4 {, m+ ^* g, g
voting rights will become effective again and so on from time to time.6 T% z: \9 p6 ]9 K0 t! R
S-6( q: @$ V) Y* x! F, e1 }
Priority: The preferred shares of each series of the Bank will rank on a parity with
- M2 H' P/ u( Y5 D" devery other series and are entitled to preference over the common shares of3 h2 F, S% J. }* W. J
the Bank and over any other shares of the Bank ranking junior to the3 y9 Y8 ~+ `- _! k1 n
preferred shares with respect to the payment of dividends and upon any
8 j" w) U& i7 n4 k- [/ T$ Fdistribution of assets in the event of the liquidation, dissolution or( \7 {( o( R, x- J0 W
winding-up of the Bank.+ Y! p7 ]9 _" |2 |6 K
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under1 D( y3 O2 u7 M6 A% w5 w7 p
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
% q" C4 f* R2 i# d/ Y0 r$ FSeries 18 and Preferred Shares Series 19 will not be required to pay tax on4 F! P4 U- |9 `: v
dividends received on such shares under Part IV.1 of such Act. |
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