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发表于 2008-11-29 16:58
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下面是BMO的:3 V& P7 b, l4 O
SUMMARY OF THE OFFERING1 l4 X6 k) M0 h4 z
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! S0 o0 L6 U" c" r$ j# PIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.! n/ X4 n7 s, w" P
Amount: $150,000,000 (6,000,000 shares).
4 E* ?" G& W7 D+ `Price and Yield: $25.00 per share to yield initially 6.50% per annum.
# _ O# V/ U% W) A+ W3 i8 FPrincipal Characteristics of the Preferred Shares Series 18$ H q. O2 y1 q2 E
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed' R8 o+ n% a# \5 v4 I$ U
non-cumulative preferential cash dividends, as and when declared by the
" [* x! F# I: }. X7 \) W( t. yBoard of Directors, subject to the provisions of the Bank Act, for the initial: P' o! A( E9 b7 b7 b5 G1 u
period commencing on the closing date and ending on and including2 H6 G- F, w8 Q& ~' L* z% M
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
# t( K/ a4 Q" ^9 U6 }6 r25th day of February, May, August and November in each year, at a rate
; D c" s* V) Q9 ~! A% _equal to $0.40625 per share. The initial dividend, if declared, will be payable
' f3 x0 u* z" lMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing+ y6 K: U* t# A2 |# S
date of December 11, 2008.' r( Q+ H9 [: J5 R M
For each five-year period after the Initial Fixed Rate Period (each, a6 `1 ~! x, P k! \# `" b2 f
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares* Z1 T' t6 e, o& I1 E
Series 18 will be entitled to receive fixed non-cumulative preferential cash- _& y$ x+ t% A4 c5 N
dividends, as and when declared by the Board of Directors, subject to the
, a$ n# a8 r7 u" _! T* {3 Gprovisions of the Bank Act, payable quarterly on the 25th day of February,
! `/ w. [" A% v+ M5 E1 b6 h! uMay, August and November in each year, in the amount per share per annum
5 Z2 w( J2 {; K2 wdetermined by multiplying the Annual Fixed Dividend Rate applicable to
9 ^9 g6 h7 J* g, Ysuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
g+ [) t' Y! pRate for the ensuing Subsequent Fixed Rate Period will be determined by the0 j5 d6 ?" F/ @1 y
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day& P1 m5 D5 l g. F
of such Subsequent Fixed Rate Period and will be equal to the sum of the1 D3 f8 [1 X* c8 h% K0 H' W
Government of Canada Yield on the applicable Fixed Rate Calculation Date
# j1 ~* G; I2 J8 s# O2 d: ]plus 3.83%.4 `- B# ^+ i; ^, @' d# b3 j% d) _
If the Board of Directors does not declare a dividend, or any part thereof, on
9 i- J8 U* Y. fthe Preferred Shares Series 18 on or before the dividend payment date for a
5 R" B0 i( `; O) ? aparticular quarter, then the entitlement of the holders of the Preferred& j) k, I. y5 E! l4 K( l
Shares Series 18 to receive such dividend, or to any part thereof, for such) |! u U) ]0 h* M, Y" ]+ e
quarter will be forever extinguished.$ a- @1 \6 n. H% ?4 n3 L. B9 H7 V
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the' H; g' F' t' J4 }# p0 }
Superintendent and to the provisions described below under ‘‘Details of the
9 Q/ m% Q. n& N* V- w$ TOffering — Certain Provisions of the Preferred Shares Series 18 as a
( o, t ]2 E: pSeries — Restrictions on Dividends and Retirement of Shares’’, on
" ~4 y* s7 O$ N9 N" sFebruary 25, 2014 and on February 25 every five years thereafter, on not
4 A( Q b# u- v( x2 a- Omore than 60 nor less than 30 days’ notice, the Bank may redeem all or any( d& H, l! V2 ?: c/ b
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
, ?5 ~5 A Z) D. _/ qwithout the consent of the holder, by the payment of an amount in cash for
# T4 Z8 y- d& s- a$ \7 `each such share so redeemed of $25.00 together with all declared and unpaid
8 I9 t" {# v/ t+ P5 Odividends to the date fixed for redemption.
$ x7 Z1 c2 h( \+ Q6 l$ q+ _Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic3 E" c I+ e$ q0 n3 Z
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have8 I; V9 v; D2 Z; ~, @
the right, at their option, to convert, on February 25, 2014 and on
i1 p. P" q- B9 b: H& z4 l( ]S-4
; K6 K8 q/ |1 F6 b8 e5 H9 UFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
! P$ |8 f( T: y" Por all of their Preferred Shares Series 18 into an equal number of Preferred8 V" i/ K( v- i/ {* [4 O$ X
Shares Series 19 upon giving to the Bank notice thereof not earlier than
0 }2 {: R3 |1 ~' P30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day, v7 X1 R! A" I) Q: c r" B
preceding, a Series 18 Conversion Date.
8 @; g. l/ `& _' Q: pAutomatic Conversion If the Bank determines, after having taken into account all shares tendered7 W/ a! E0 o0 s) `8 w+ f5 @
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
7 h/ `: w' v: ~8 eSeries 19, as the case may be, that there would be outstanding on such
3 J# q: v1 q& K! a; b* q( cSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,6 A' R) e. X7 Q6 G; F$ c
such remaining number of Preferred Shares Series 18 will automatically be
5 k8 k7 _! Q& h* z2 W1 T8 rconverted on such Series 18 Conversion Date into an equal number of* e, P# l# W" S% t8 M( q$ N! R
Preferred Shares Series 19. Additionally, if the Bank determines that, after" j' X. X$ ?' E) j: {( p3 |+ [" L
conversion, there would be outstanding on such Series 18 Conversion Date& I% z5 ^/ Q$ Z& f* s- I4 [
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares2 H0 Q8 _* D: G. ?2 u/ W$ ?
Series 18 will be converted into Preferred Shares Series 19.7 x+ ~! n8 {& O
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
" V% K; J, s4 v8 i; |1 X9 m( ]Series 18 will not be entitled as such to receive notice of, attend, or vote at,
% c p A0 D+ Q! n+ G9 z+ s4 u& nany meeting of the shareholders of the Bank unless and until the first time at& Q: N! K5 s9 ^. Z( x" ^7 s& Y
which the Board of Directors has not declared the whole dividend on the; Y8 e6 u f, R* ?! S
Preferred Shares Series 18 in any quarter. In that event, subject as
, s2 L* u- ]: k7 J5 E2 k. Ihereinafter provided, the holders of Preferred Shares Series 18 will be
: R2 Y# |7 f6 s6 [! aentitled to receive notice of, and to attend, meetings of shareholders at which: D. `7 C' `3 M$ U
directors of the Bank are to be elected and will be entitled to one vote for6 ?2 h* r+ [* u3 M7 K7 ?
each Preferred Share Series 18 held. The voting rights of the holders of the
. _) S# I( K" l, Q# E4 M, bPreferred Shares Series 18 will forthwith cease upon payment by the Bank of6 G) T" Z8 e, B9 g; C
the first dividend on the Preferred Shares Series 18 to which the holders are6 {: ^7 |1 p; T0 L7 r
entitled thereunder subsequent to the time such voting rights first arose until
5 `9 f1 @6 T0 b5 F" U+ |$ Wsuch time as the Bank may again fail to declare the whole dividend on the' V5 ?. y' v" ]5 v% K7 f: P
Preferred Shares Series 18 in respect of any quarter, in which event such
, U) q5 l# }) O' h' N# bvoting rights will become effective again and so on from time to time.
6 `4 G) r! Z. F, _4 NPrincipal Characteristics of the Preferred Shares Series 19
/ S: K6 ]. ]6 q6 A+ TDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
: U# v- q$ f$ ofloating rate non-cumulative preferential cash dividends, as and when
. v* d7 X5 z( l, E: z( Ydeclared by the Board of Directors, subject to the provisions of the Bank Act,/ ~9 @- y) b$ k8 T
payable quarterly on the 25th day of February, May, August and November
R8 p4 g2 Y& c$ ~' T% ?8 r% ]in each year, in the amount per share determined by multiplying the4 k6 D3 ]0 c% h ]- E$ D0 L& ?5 E
applicable Quarterly Floating Dividend Rate by $25.00.
, D9 ?' t( V/ EOn the 30th day prior to the commencement of the initial quarterly dividend0 G3 G% q- o. {( W0 z
period beginning on February 25, 2014, and on the 30th day prior to the first' S- ?) {0 m; Q2 @# g! K# p0 o
day of each subsequent quarterly dividend period (the initial quarterly$ S4 S ?' E& w% ]" B) Q
dividend period and each subsequent quarterly dividend period is referred to) M3 Z$ C" c$ b; x3 V/ ?% n- ~
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the0 q, c3 ^6 U, |6 @. {
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
1 s" k' c. K' x& b1 e- _ m4 APeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the9 C$ @6 l) h2 ^' I
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days+ t7 X# E$ s- B. V( X! M6 |. ?" H8 v
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
& l4 l& q9 D5 x7 T( Gdetermined on the 30th day prior to the first day of the applicable Quarterly
4 T5 o& L3 g& x6 {& dFloating Rate Period.
W" z3 a2 o: e# {7 T" H- c6 a$ zS-5% E8 U5 ?/ @" k( \+ @
If the Board of Directors does not declare a dividend, or any part thereof, on
& [/ j' \2 ?/ o" i% L* Wthe Preferred Shares Series 19 on or before the dividend payment date for a
/ ~0 ^! u7 e1 oparticular quarter, then the entitlement of the holders of the Preferred
8 a( B2 U: T; n. BShares Series 19 to receive such dividend, or to any part thereof, for such* r7 f' n* t A( E/ ^: _, ^8 W
quarter will be forever extinguished.
$ R3 p& F% M% j) `- F. v$ C- ~5 rRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
; w3 R G, a9 f+ t- B0 w% a, n( ZSuperintendent and to the provisions described below under the heading
' C, M4 h1 J: @‘‘Details of the Offering — Certain Provisions of the Preferred Shares
$ e( U# P1 W% ~7 s0 k& Z$ kSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
! H$ W3 ?! I0 m. oon not more than 60 nor less than 30 days’ notice, the Bank may redeem all- J( E0 r0 O; R: q5 z/ S
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s. L9 ^) ^) z+ g: w
option without the consent of the holder, by the payment of an amount in
' k- x9 O2 Y6 e( w) _cash for each such share so redeemed of (i) $25.00 together with all declared
+ P1 y: G+ x, C A; u6 wand unpaid dividends to the date fixed for redemption in the case of" S, z/ J$ s& d$ S$ a3 W" Z
redemptions on February 25, 2019 and on February 25 every five years8 J; `/ k! U N$ \
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
, W" E; @! E9 ~# g3 ~. fthe date fixed for redemption in the case of redemptions on any other date9 ?, p D% e* W8 f5 p, B
on or after February 25, 2014.% j& l+ L+ J8 z( K" X( R
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
* t' F. L7 I1 x- J p9 hShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have+ V2 K: z+ ~1 O+ N0 i1 i2 i
the right, at their option, to convert, on February 25, 2019 and on
+ e: Y6 u* k# w+ m, f3 xFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any$ l6 Q. ?" D. ~2 t/ s: e
or all of their Preferred Shares Series 19 into an equal number of Preferred
. I, x( A1 A; v5 S# x8 f5 [- sShares Series 18 upon giving to the Bank written notice thereof not earlier
+ R5 c; x3 Y: G8 g2 tthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
9 s1 B/ L. m: X' I s$ s15th day preceding, a Series 19 Conversion Date.
$ i% N! R, r+ x; x# O5 ]& WAutomatic Conversion If the Bank determines, after having taken into account all shares tendered u8 r9 m H" v) h6 q% a9 J
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares# [1 B7 Z% G% Z
Series 18, as the case may be, that there would be outstanding on such+ \( z m: V2 p4 M% |
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,) ` W9 v) D% s) }# ^$ G& l1 G8 s& u
such remaining number of Preferred Shares Series 19 will automatically be
- `8 }- J: S. i+ {5 j0 N- L' Nconverted on such Series 19 Conversion Date into an equal number of
5 o% j( ^0 O$ S; c# n2 BPreferred Shares Series 18. Additionally, if the Bank determines that, after/ `4 z! _- f7 P {' P2 ^
conversion, there would be outstanding on such Series 19 Conversion Date6 A U* d/ a0 a8 f) w
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
8 G+ a. F5 b& N8 ~$ ASeries 19 will be converted into Preferred Shares Series 18.9 y. n' l# l4 x D5 n. s. ~
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ G2 A/ ^5 @# b4 ^3 {
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
* V3 f N* T( ~$ L% Kany meeting of the shareholders of the Bank unless and until the first time at5 b& D; N. ?" v3 F3 r) G
which the Board of Directors has not declared the whole dividend on the' |: ^* V' ^ v, x7 T" W0 w
Preferred Shares Series 19 in any quarter. In that event, subject as
% P% V' U( k5 Phereinafter provided, the holders of Preferred Shares Series 19 will be" o. n1 [+ `& w: n7 ?, c8 T
entitled to receive notice of, and to attend, meetings of shareholders at which
z/ N7 l& y, Y( B2 s2 X( Zdirectors of the Bank are to be elected and will be entitled to one vote for0 Y) c4 s( Z+ Z4 m
each Preferred Share Series 19 held. The voting rights of the holders of the2 Y: }, N3 T# J8 w- i; k
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of1 M! y2 a6 ^! h- U' f% |
the first dividend on the Preferred Shares Series 19 to which the holders are0 \+ s# d3 o! ?( L( C. p
entitled thereunder subsequent to the time such voting rights first arose until
# H( s: ]% t( ?& @such time as the Bank may again fail to declare the whole dividend on the, @6 H% l: }9 p( g" p( n7 Z
Preferred Shares Series 19 in respect of any quarter, in which event such
6 l# c _7 J: s1 A' Uvoting rights will become effective again and so on from time to time.1 n+ _& J0 a; y8 N2 S6 s, j4 {
S-6
3 S7 Q1 s4 G! R8 y2 Y0 h( ?Priority: The preferred shares of each series of the Bank will rank on a parity with5 j/ A% Q1 X: O- s
every other series and are entitled to preference over the common shares of. Q9 q5 Q4 h$ }2 g. E
the Bank and over any other shares of the Bank ranking junior to the
: v. `* M! h# R* F Ipreferred shares with respect to the payment of dividends and upon any2 ~; R% j% B7 X; O T* j
distribution of assets in the event of the liquidation, dissolution or7 A. R) o7 Q8 N3 c
winding-up of the Bank.$ E' r# R- Q% s, |9 ~4 B' G" ?
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
9 H5 K% a- ^! r- w% {9 n5 y9 eDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares6 c# }( P+ ~3 Z0 \' d) K
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
3 S; L2 l9 I, R9 Idividends received on such shares under Part IV.1 of such Act. |
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