  鲜花( 26)   鸡蛋( 0)  
 | 
 
 
 楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
 
 
 
下面是BMO的: 
* s5 p8 D9 T* g2 U9 XSUMMARY OF THE OFFERING 
- J5 G7 j( p; _% sThis 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’’.% R* Y3 B9 s+ B! ]0 l: |/ n  t 
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.2 F# F1 b4 p' v6 g 
Amount: $150,000,000 (6,000,000 shares). 
& Q! S# J, j( j: D; W! B! w" r5 `Price and Yield: $25.00 per share to yield initially 6.50% per annum. 
; r" ?+ u8 U8 u; K$ O3 c2 Q) E/ X' [Principal Characteristics of the Preferred Shares Series 184 R- j" q# x8 G& S. O 
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed 
3 w/ n- e' A3 D1 g1 inon-cumulative preferential cash dividends, as and when declared by the 
. Y) H6 n' u9 k$ i6 t3 MBoard of Directors, subject to the provisions of the Bank Act, for the initial 
) Y1 O8 o- l( Vperiod commencing on the closing date and ending on and including 
- H2 o3 J$ Y, V# Q0 g" h1 q9 o# sFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the 
, H9 H2 q, Z& J. u25th day of February, May, August and November in each year, at a rate  M" U% {! D4 X6 p 
equal to $0.40625 per share. The initial dividend, if declared, will be payable 
* o' M$ t! V9 a( }/ WMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing' ~$ p2 W; v: m  E! h 
date of December 11, 2008.% P3 D- K9 }! h5 G0 @) s 
For each five-year period after the Initial Fixed Rate Period (each, a& V7 n. I" e" p' j3 t8 F9 U& w 
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares 
0 [# w! t5 m1 {6 @: ]+ {Series 18 will be entitled to receive fixed non-cumulative preferential cash 
  h$ A- Y" |+ ^dividends, as and when declared by the Board of Directors, subject to the 
! G8 V& f' J: X! M1 X  c" ~4 m8 ^provisions of the Bank Act, payable quarterly on the 25th day of February, 
  u; o# ~" {/ R, t4 yMay, August and November in each year, in the amount per share per annum 
" D8 d# P' H1 y' L  ~determined by multiplying the Annual Fixed Dividend Rate applicable to% [3 }* w# a: P1 X. {8 S% g* l+ F; w 
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend9 d2 N" z/ ?9 O 
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the: \" K2 n1 G- H" z 
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day! }8 \0 F9 p  h 
of such Subsequent Fixed Rate Period and will be equal to the sum of the! d# M0 u7 @  U& e& K 
Government of Canada Yield on the applicable Fixed Rate Calculation Date: ]0 S6 q# p% e4 _  D6 p 
plus 3.83%. 
: d/ C% k) U; wIf the Board of Directors does not declare a dividend, or any part thereof, on 
! [. D. x0 I: Z1 o% othe Preferred Shares Series 18 on or before the dividend payment date for a$ Z5 P8 x$ c6 ~; I& [ 
particular quarter, then the entitlement of the holders of the Preferred* c. z) ]: J7 n 
Shares Series 18 to receive such dividend, or to any part thereof, for such3 J8 R4 Y+ H4 X# A 
quarter will be forever extinguished. 
3 Y/ q; q, _7 @. ~7 m0 URedemption: Subject to the provisions of the Bank Act and to the prior consent of the" L+ }, U% ]0 u  q 
Superintendent and to the provisions described below under ‘‘Details of the( u- o3 a3 b, V6 j1 p 
Offering — Certain Provisions of the Preferred Shares Series 18 as a- U$ t: V  }# ^+ m 
Series — Restrictions on Dividends and Retirement of Shares’’, on 
1 C) M  M" k/ u: HFebruary 25, 2014 and on February 25 every five years thereafter, on not 
0 g1 d; X) T! M& Q+ `more than 60 nor less than 30 days’ notice, the Bank may redeem all or any 
' M) x9 h' \/ b* |  v" [part of the then outstanding Preferred Shares Series 18, at the Bank’s option* N$ [  n6 Y8 z+ z 
without the consent of the holder, by the payment of an amount in cash for, M( B+ o) \+ o7 Z( M# P 
each such share so redeemed of $25.00 together with all declared and unpaid% a3 y8 j- y& Y2 U6 |: i) h 
dividends to the date fixed for redemption. 
, i, d. z- L! i) `  ZConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic! r  w4 U* v' K; |) M 
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have% U0 e  H- f+ a1 u# w 
the right, at their option, to convert, on February 25, 2014 and on 
  }9 l0 t) a* g9 n- yS-41 o6 a1 F7 m8 |7 L5 Y  I 
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any8 P0 w- W( a  ?! R% x 
or all of their Preferred Shares Series 18 into an equal number of Preferred 
5 M1 P  X4 P6 O+ CShares Series 19 upon giving to the Bank notice thereof not earlier than 
$ L' w- r+ X/ r  x& H30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day0 s% f& W$ n, q4 D3 C 
preceding, a Series 18 Conversion Date. 
) A3 ]7 E" \; f( c/ q. S8 h7 kAutomatic Conversion If the Bank determines, after having taken into account all shares tendered 
. e0 ~  n( F* w) wProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares 
: L- i/ Z, @* b6 {Series 19, as the case may be, that there would be outstanding on such 
2 w. G* `( W) K7 A% x) E" ~Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,' e+ r" }, @4 r: h- f+ f( j 
such remaining number of Preferred Shares Series 18 will automatically be8 H8 ^  d$ G9 d1 a 
converted on such Series 18 Conversion Date into an equal number of 
* ~0 F8 \4 q# O! I* i# J+ K1 [Preferred Shares Series 19. Additionally, if the Bank determines that, after 
& d( C2 E. t# v8 ]0 o8 e; \; Vconversion, there would be outstanding on such Series 18 Conversion Date 
  m7 V: {0 A: X9 @9 [less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares 
% j: Y( }" v& ]9 b* P' A; @Series 18 will be converted into Preferred Shares Series 19.' T: m- j  I$ u; I* P2 ^ 
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares4 H& l' C+ ^1 N9 I2 {- Y3 f 
Series 18 will not be entitled as such to receive notice of, attend, or vote at,& @) {+ q8 O3 Z& Y; _' F" Q* @ 
any meeting of the shareholders of the Bank unless and until the first time at 
, j9 j. {+ L0 Z! [; ?; }& Owhich the Board of Directors has not declared the whole dividend on the! s# o' o% Z7 r) ~  y 
Preferred Shares Series 18 in any quarter. In that event, subject as 
8 H8 I8 z6 d4 f4 [/ dhereinafter provided, the holders of Preferred Shares Series 18 will be 
7 O9 N* Y- I3 Y0 S' Rentitled to receive notice of, and to attend, meetings of shareholders at which+ {1 C8 w: T  g3 G 
directors of the Bank are to be elected and will be entitled to one vote for; N" `% [. _9 E' l 
each Preferred Share Series 18 held. The voting rights of the holders of the 
' r4 ~# b; S1 s& u3 G0 {5 B8 K5 z" QPreferred Shares Series 18 will forthwith cease upon payment by the Bank of: Y" W/ l, i% D+ C+ q6 c+ A 
the first dividend on the Preferred Shares Series 18 to which the holders are 
- f3 y3 g* |" _1 d0 H5 _entitled thereunder subsequent to the time such voting rights first arose until/ n. V  O/ E" m% E 
such time as the Bank may again fail to declare the whole dividend on the+ `0 U8 Q) X: j6 |" V 
Preferred Shares Series 18 in respect of any quarter, in which event such 
6 @" K" A+ y- I  b& ~, i& t" v" m# Ivoting rights will become effective again and so on from time to time.( R1 X( t8 @8 q0 F4 | 
Principal Characteristics of the Preferred Shares Series 19 
, w" b5 k* G( }) F3 RDividends: The holders of the Preferred Shares Series 19 will be entitled to receive 
1 [7 r8 o+ P4 [floating rate non-cumulative preferential cash dividends, as and when 
+ b& `3 E$ T4 U1 U# adeclared by the Board of Directors, subject to the provisions of the Bank Act,3 D6 x& y+ g5 J/ W: L 
payable quarterly on the 25th day of February, May, August and November% ]3 \% G# u9 p& _% m5 c) o7 h 
in each year, in the amount per share determined by multiplying the" O& t6 \8 C, @3 M+ }) {; [ 
applicable Quarterly Floating Dividend Rate by $25.00. 
7 ]0 w6 W: x6 ]  |On the 30th day prior to the commencement of the initial quarterly dividend) I0 l) a+ n) C. |9 W 
period beginning on February 25, 2014, and on the 30th day prior to the first 
) H. u; T1 Q2 ]6 U$ B; }day of each subsequent quarterly dividend period (the initial quarterly 
0 }8 |9 S3 [3 }) V, S' mdividend period and each subsequent quarterly dividend period is referred to3 ~- `4 A2 p4 P' {/ Y& [, \ 
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the 
+ i2 |0 h; n8 m5 C, G( VQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate 
, F! _% F7 \% s: t7 {Period. The Quarterly Floating Dividend Rate will be equal to the sum of the 
% x( c* z$ X3 M1 zT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days 
7 o3 L. D% R* \8 i* k. Pelapsed in the applicable Quarterly Floating Rate Period divided by 365) 
, ~3 J' e: e; Ydetermined on the 30th day prior to the first day of the applicable Quarterly 
7 z4 g' `8 X+ i" C$ N$ u+ y4 CFloating Rate Period. 
0 W. P& @- ~3 y! mS-5* E+ K, D/ M" d/ v; P 
If the Board of Directors does not declare a dividend, or any part thereof, on( |2 M, D4 r4 Y2 L) { 
the Preferred Shares Series 19 on or before the dividend payment date for a" w* c5 W- H) q: f 
particular quarter, then the entitlement of the holders of the Preferred 
* R9 r8 V, \, A! K) eShares Series 19 to receive such dividend, or to any part thereof, for such4 d* f0 S( n* n. k" l: N, j 
quarter will be forever extinguished.; T$ F% O" h( H1 S6 X; J% X) z 
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the2 O0 x/ C3 u8 C 
Superintendent and to the provisions described below under the heading9 i  ]4 @0 p6 g' |) c 
‘‘Details of the Offering — Certain Provisions of the Preferred Shares1 t: ?. ?* D, O" K* n$ P& n 
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’, 
) d2 M( U" F# Q( x+ O- [8 b/ ron not more than 60 nor less than 30 days’ notice, the Bank may redeem all 
, z5 l& e* g0 |4 i# a" |7 Vor any part of the then outstanding Preferred Shares Series 19, at the Bank’s- v1 l7 F* M3 c$ x 
option without the consent of the holder, by the payment of an amount in; p' B- \; X' ? 
cash for each such share so redeemed of (i) $25.00 together with all declared) l* Z' y8 X4 M% z+ e 
and unpaid dividends to the date fixed for redemption in the case of3 R: {+ l' f3 p* q7 k 
redemptions on February 25, 2019 and on February 25 every five years; x9 P2 v5 v0 \3 Q 
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to 
/ O+ d% Y0 B  H' d1 Tthe date fixed for redemption in the case of redemptions on any other date 
7 a& A8 a$ H; k2 T- @9 _. e$ jon or after February 25, 2014. 
$ W2 G' r& G+ W9 a3 L+ tConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic# a0 L6 S$ T; o 
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have 
& K4 b  }  o, }4 R) {the right, at their option, to convert, on February 25, 2019 and on8 N9 E: Z' |3 x/ n# v8 Q2 L4 q 
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any 
8 y6 \- ^& M; E& i$ yor all of their Preferred Shares Series 19 into an equal number of Preferred 
6 z- t! {# D0 u' ~Shares Series 18 upon giving to the Bank written notice thereof not earlier$ y* ?$ Y. ^4 U* H2 s. r5 [ 
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the, `5 N1 l) U2 j9 i0 [$ ~. Z' i* Y 
15th day preceding, a Series 19 Conversion Date. 
; W6 J: f: y: ~8 A4 x; w7 ~# uAutomatic Conversion If the Bank determines, after having taken into account all shares tendered 
: n+ D6 y, a# Q4 hProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares 
  z; k! J: e- ^( b( s7 q1 YSeries 18, as the case may be, that there would be outstanding on such 
5 X( {$ o/ d  h: p* PSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19, 
+ C& E/ ^6 t: ?: l5 X3 dsuch remaining number of Preferred Shares Series 19 will automatically be0 H8 Z, @. P. B( W  {$ y 
converted on such Series 19 Conversion Date into an equal number of/ |. v% G7 i& ]4 O; d7 i3 I2 m8 X 
Preferred Shares Series 18. Additionally, if the Bank determines that, after 
! s4 M* z" q$ tconversion, there would be outstanding on such Series 19 Conversion Date 
$ ?8 W) p+ V1 nless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares 
  U' t  _. i! z" }, t6 g3 c: ]& ?: r& fSeries 19 will be converted into Preferred Shares Series 18. 
2 \  W2 z9 X7 M  fVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares0 V& |0 r' q+ x2 H4 z/ g' S5 l 
Series 19 will not be entitled as such to receive notice of, attend, or vote at,1 p& A& i) Q" G- U 
any meeting of the shareholders of the Bank unless and until the first time at9 P) |, U. `  S4 g4 ?6 G+ Q3 G 
which the Board of Directors has not declared the whole dividend on the/ ?! J' @4 K) L/ P 
Preferred Shares Series 19 in any quarter. In that event, subject as 
1 L3 t* \* ?0 y* Dhereinafter provided, the holders of Preferred Shares Series 19 will be; k' ~" ^! j, `5 w, w; j. ]. [ 
entitled to receive notice of, and to attend, meetings of shareholders at which* C) I3 u, P# L/ l8 A5 t9 o 
directors of the Bank are to be elected and will be entitled to one vote for 
+ f. `; H' H9 U4 o1 d( g1 reach Preferred Share Series 19 held. The voting rights of the holders of the 
4 J+ ^+ S: O2 P; u% J5 cPreferred Shares Series 19 will forthwith cease upon payment by the Bank of 
$ L2 }: c* ]7 z- a. o% \the first dividend on the Preferred Shares Series 19 to which the holders are- i' W6 E8 E6 ~ 
entitled thereunder subsequent to the time such voting rights first arose until# k5 C: F0 G4 L4 ?, r5 V 
such time as the Bank may again fail to declare the whole dividend on the2 m: K0 Y9 a6 f' A* R0 H 
Preferred Shares Series 19 in respect of any quarter, in which event such 
9 G. J  O# l; @9 G( N0 |voting rights will become effective again and so on from time to time. 
+ Y3 `% ~$ _5 g/ ?2 w1 c+ mS-6 
/ }# l7 [/ G4 ]& H, lPriority: The preferred shares of each series of the Bank will rank on a parity with 
" {7 f8 o6 M2 D7 x0 Fevery other series and are entitled to preference over the common shares of 
8 C# |) n* s; }/ g. U) C( ^4 Ethe Bank and over any other shares of the Bank ranking junior to the 
& O3 }# X6 \; K7 rpreferred shares with respect to the payment of dividends and upon any3 k9 ]9 r# R) R" b 
distribution of assets in the event of the liquidation, dissolution or2 R1 G% `( M& _# [ 
winding-up of the Bank." F& U# k9 ]' g# j1 @$ _8 D 
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under 
- w6 h: [/ L9 k; FDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares 
: d9 H5 l6 E! E) ]9 P4 |Series 18 and Preferred Shares Series 19 will not be required to pay tax on 
* w. Y8 O* ]/ X* r% w  D* Z' `7 `dividends received on such shares under Part IV.1 of such Act. |   
 
 
 
 |