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发表于 2008-11-29 16:58
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下面是BMO的:
: M4 E; G+ T: ]) c7 Q' ~. vSUMMARY OF THE OFFERING# c; i& E* y1 X% C! A4 n
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’’.
, H' g# j8 H- C) M+ iIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.1 a7 D: u: ?" ~, z
Amount: $150,000,000 (6,000,000 shares).
; w6 d+ h6 h# ^& P8 l6 q- pPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
- G3 G& G3 ~+ b6 {2 Y( j) @3 HPrincipal Characteristics of the Preferred Shares Series 18
4 [, U2 ]5 [; I. ^Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
* ~/ f% G& \* s# K( e; Snon-cumulative preferential cash dividends, as and when declared by the
& U/ u3 I$ u: C3 w1 U% LBoard of Directors, subject to the provisions of the Bank Act, for the initial
4 O3 f/ u& {, `* ~9 t ?4 Hperiod commencing on the closing date and ending on and including
' I' A4 `* R# aFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
+ _1 C( y; X! ^$ _0 o# p4 F$ }1 I25th day of February, May, August and November in each year, at a rate; y% G7 u. b. V7 C! F% V1 i
equal to $0.40625 per share. The initial dividend, if declared, will be payable* n- s' q$ w. U% G8 r2 G, u
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
F3 G; h8 ?- e) K9 M9 m! `date of December 11, 2008.
/ |4 L( S0 I3 b. ZFor each five-year period after the Initial Fixed Rate Period (each, a
; d& i+ h0 E! R( D‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
5 j% e! t4 w: u# f8 n7 x, ~Series 18 will be entitled to receive fixed non-cumulative preferential cash
D: F/ E2 } r5 ~, e$ Fdividends, as and when declared by the Board of Directors, subject to the' H; ], p* R( Y
provisions of the Bank Act, payable quarterly on the 25th day of February,4 y; p6 U6 ^. E9 A
May, August and November in each year, in the amount per share per annum
9 i$ }- E+ a' T% t8 |determined by multiplying the Annual Fixed Dividend Rate applicable to/ S+ h9 q$ A: \! M: _
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend1 {. B6 z, n+ ?9 w- ?1 l
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
$ d/ G- @( m* W$ @6 NBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
4 ]8 H8 V$ i& t9 kof such Subsequent Fixed Rate Period and will be equal to the sum of the% i$ m* B: A: E$ I9 b
Government of Canada Yield on the applicable Fixed Rate Calculation Date/ p/ I! N0 \. C0 D" T# Q
plus 3.83%.. Q! s2 [% o# L# X/ S
If the Board of Directors does not declare a dividend, or any part thereof, on
/ @4 V2 c7 K( O; S* `7 X4 wthe Preferred Shares Series 18 on or before the dividend payment date for a
/ v1 S5 f! @& E* D' eparticular quarter, then the entitlement of the holders of the Preferred
1 u& L+ }+ G5 O/ K9 CShares Series 18 to receive such dividend, or to any part thereof, for such
0 O7 T, e3 P! q1 Y- U2 pquarter will be forever extinguished.$ B+ `7 Y) o0 E! ]! k9 n
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the' E. H9 {8 A9 u: C8 g8 A" f7 M
Superintendent and to the provisions described below under ‘‘Details of the7 M1 e7 @2 j0 w8 U3 k
Offering — Certain Provisions of the Preferred Shares Series 18 as a
0 ]% W" p' g% ZSeries — Restrictions on Dividends and Retirement of Shares’’, on
9 J1 b) p6 k7 }$ ]) F/ `February 25, 2014 and on February 25 every five years thereafter, on not
* H" u; a7 h. i( O" ?) C, cmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
% Z4 y. _+ F$ s' T f& z: X9 k! q( W/ mpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
, X" C4 r, P9 v9 e6 w- U, owithout the consent of the holder, by the payment of an amount in cash for. y0 q. t2 M+ {5 w- p
each such share so redeemed of $25.00 together with all declared and unpaid. s! G+ O& z3 \7 O7 x+ V
dividends to the date fixed for redemption.% t0 f' z6 N; N( v
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
8 L+ T& |" J1 ^+ i, L' kShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
3 P! s1 M, r5 @" y+ F' s. E5 hthe right, at their option, to convert, on February 25, 2014 and on
2 r- w, Z+ R5 r7 FS-46 r- ^# a/ ?: {& h h
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any V( ?# I# H! {% L; r
or all of their Preferred Shares Series 18 into an equal number of Preferred
7 {( [( M' |3 J3 MShares Series 19 upon giving to the Bank notice thereof not earlier than7 k6 m/ D, `7 H! O$ N. N
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
$ j: C0 A2 u2 Q& xpreceding, a Series 18 Conversion Date.
( T: E I6 a0 K. L; ]3 GAutomatic Conversion If the Bank determines, after having taken into account all shares tendered6 Z& Y# Q3 {( b" k
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares% `& F9 K( }7 |& r1 g
Series 19, as the case may be, that there would be outstanding on such- e0 A- ?0 [3 J
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,6 S) t: }3 v0 D( K. e- G/ X O: f5 f
such remaining number of Preferred Shares Series 18 will automatically be% i/ d+ [; U9 A; o' W* i6 o& O
converted on such Series 18 Conversion Date into an equal number of# G; b! G% M# p& Q8 y
Preferred Shares Series 19. Additionally, if the Bank determines that, after
6 [0 |4 q% j. }& Dconversion, there would be outstanding on such Series 18 Conversion Date
8 o3 k( v7 s% w- g* kless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares, A+ A1 K$ g W N
Series 18 will be converted into Preferred Shares Series 19.
* a$ [& g( L/ ?Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
$ e. n( H- J" s! P5 XSeries 18 will not be entitled as such to receive notice of, attend, or vote at,0 {. I& M; h) E6 o& ?
any meeting of the shareholders of the Bank unless and until the first time at0 ^! ^! v6 m* q
which the Board of Directors has not declared the whole dividend on the- \/ H! v: r( U8 y* @
Preferred Shares Series 18 in any quarter. In that event, subject as/ X* q; E2 l! T9 V4 {; N4 K
hereinafter provided, the holders of Preferred Shares Series 18 will be1 O) z. T2 R5 X- X
entitled to receive notice of, and to attend, meetings of shareholders at which
+ A9 D& Y/ U0 z2 x$ [directors of the Bank are to be elected and will be entitled to one vote for
6 z! H. _6 S/ a% w& }8 w# `each Preferred Share Series 18 held. The voting rights of the holders of the
) J- }/ j" i d- G9 P/ {Preferred Shares Series 18 will forthwith cease upon payment by the Bank of; G- b" j* H A6 f$ E
the first dividend on the Preferred Shares Series 18 to which the holders are
. o- C5 y7 C% f1 E* Zentitled thereunder subsequent to the time such voting rights first arose until
- G$ D: e9 y* hsuch time as the Bank may again fail to declare the whole dividend on the) r* d; J2 t+ R( q) ?
Preferred Shares Series 18 in respect of any quarter, in which event such+ m \$ W) M9 b* n: i
voting rights will become effective again and so on from time to time.
( f% J7 F( d3 n( ?Principal Characteristics of the Preferred Shares Series 19
, y, c! n5 q+ q) z( _+ ?Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
4 @7 v7 r3 Y; `- x Efloating rate non-cumulative preferential cash dividends, as and when: I& I: P7 s8 ~' W8 n! ?
declared by the Board of Directors, subject to the provisions of the Bank Act,2 Q3 g2 u% o1 Q1 G1 t( P
payable quarterly on the 25th day of February, May, August and November* x' s* U3 B) p
in each year, in the amount per share determined by multiplying the; [" c. W t% X
applicable Quarterly Floating Dividend Rate by $25.00.
. t: O) X$ p* X. T& k( QOn the 30th day prior to the commencement of the initial quarterly dividend
& R9 L4 u7 M, \1 f+ X8 M+ q) D kperiod beginning on February 25, 2014, and on the 30th day prior to the first
" C7 l; ~) c' M) F1 Xday of each subsequent quarterly dividend period (the initial quarterly" M- q- c4 \* z$ c5 Z2 q+ Q* K
dividend period and each subsequent quarterly dividend period is referred to
- T! D( k, E# m3 Z1 {. u! ^as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
9 f1 O6 I, \( |/ b; X0 }Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate% m# M* ^ O( x2 _) [7 L) j* c1 q
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the/ d3 s" C: T+ U
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days5 B4 C* S* r s2 ?
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
8 {+ V; a$ J/ @' z2 mdetermined on the 30th day prior to the first day of the applicable Quarterly5 n$ W3 V! b `% k
Floating Rate Period.; `& h7 u: O7 c& n! m+ v, M
S-5
! \, ^& j& U# e9 i: H( k/ QIf the Board of Directors does not declare a dividend, or any part thereof, on( ~0 G8 m5 C0 f2 ?& W
the Preferred Shares Series 19 on or before the dividend payment date for a
$ ?5 T L9 s0 P9 {) R, \particular quarter, then the entitlement of the holders of the Preferred
/ Z. k r6 I( f; P. H( Z* AShares Series 19 to receive such dividend, or to any part thereof, for such: T- w4 T/ V; ^9 ] M" u
quarter will be forever extinguished.) ]+ j" r- w8 }7 d
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
& H5 }$ Q+ q% M% C( c* c4 {2 GSuperintendent and to the provisions described below under the heading
# D. j% @( c1 e‘‘Details of the Offering — Certain Provisions of the Preferred Shares
9 ~ I) x8 a( M7 E+ k: [0 cSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’," A0 x% F: d) W% T8 w, U
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all" T* \' @& m j! O4 z' C
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s. j. m% o2 ]2 L
option without the consent of the holder, by the payment of an amount in
7 p/ W3 a0 C2 i% v; Dcash for each such share so redeemed of (i) $25.00 together with all declared( O8 G, ]1 y |1 @/ v
and unpaid dividends to the date fixed for redemption in the case of
4 {5 C& ?9 P2 F& E; ^; l7 `" m9 O8 M6 Oredemptions on February 25, 2019 and on February 25 every five years
, @. p$ F- c3 \% w) G# pthereafter, or (ii) $25.50 together with all declared and unpaid dividends to# V2 a3 y3 D3 G9 D* c' ]: ]
the date fixed for redemption in the case of redemptions on any other date& h# c7 ^8 w8 k S" q
on or after February 25, 2014.
9 U$ K) c7 e6 @4 d" |5 C, p2 c# j DConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
) r+ D% }0 B& V% z! [) ?Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
" C8 e* B& i# E: X( G, nthe right, at their option, to convert, on February 25, 2019 and on
: [! k* [; i$ f" t+ L+ L( g8 QFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
6 s0 C. N/ {" ]1 x7 V! Aor all of their Preferred Shares Series 19 into an equal number of Preferred
( W: t* `+ s3 y6 w4 gShares Series 18 upon giving to the Bank written notice thereof not earlier
6 r+ v+ A% \! }2 k. Pthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the4 T( [+ ?) _) T0 R
15th day preceding, a Series 19 Conversion Date.
2 Z0 O: R8 l3 ?9 s' a6 MAutomatic Conversion If the Bank determines, after having taken into account all shares tendered1 Y5 `5 U2 y, x
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares. K# A( G" P' g2 E* N& l2 A+ s
Series 18, as the case may be, that there would be outstanding on such7 [' D8 h% y7 W* V/ C6 \ g
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,. q6 ^% \) N {) F' q
such remaining number of Preferred Shares Series 19 will automatically be
5 B4 R+ N) u9 f' rconverted on such Series 19 Conversion Date into an equal number of7 r. ^; Y1 U- h, C) G! }/ O% q
Preferred Shares Series 18. Additionally, if the Bank determines that, after
$ G/ `3 `5 Q0 _0 G' w5 w, ]/ m/ K$ gconversion, there would be outstanding on such Series 19 Conversion Date
& m' h* r" m, Mless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
; t' P5 s* [! ^$ n/ W' J6 M" XSeries 19 will be converted into Preferred Shares Series 18.: m/ e3 i6 v- ` R6 G. l
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
, t$ @2 n0 j O" @/ |2 SSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
# ?1 \) G3 Y+ Q( `4 E' fany meeting of the shareholders of the Bank unless and until the first time at
5 P- `5 ~* B5 Hwhich the Board of Directors has not declared the whole dividend on the
: F; ?6 i+ u8 f9 E* pPreferred Shares Series 19 in any quarter. In that event, subject as9 d' o) K$ O7 n5 L. w
hereinafter provided, the holders of Preferred Shares Series 19 will be
) `$ D) U' r% ]$ c$ K+ }4 T; x) Centitled to receive notice of, and to attend, meetings of shareholders at which* Z* ~; y+ [/ |% X f
directors of the Bank are to be elected and will be entitled to one vote for; b% t2 l/ z2 U" J0 H
each Preferred Share Series 19 held. The voting rights of the holders of the. i* ^' L, N( z: K/ H
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of2 B) C0 @9 C8 k" h
the first dividend on the Preferred Shares Series 19 to which the holders are
* k9 |$ c; N0 M( ventitled thereunder subsequent to the time such voting rights first arose until- h9 O3 u3 K- ]7 \. J
such time as the Bank may again fail to declare the whole dividend on the
. `1 e1 p* i& q$ [5 E! kPreferred Shares Series 19 in respect of any quarter, in which event such
3 Y, p- U5 V( o5 v+ ~9 zvoting rights will become effective again and so on from time to time.0 B2 D3 |) A& X* p
S-69 J0 Q9 g* k0 u* O3 z3 [6 q) p
Priority: The preferred shares of each series of the Bank will rank on a parity with( I) p: |9 s4 g* I0 a D
every other series and are entitled to preference over the common shares of# v" O1 v! Y" _: i9 i' p
the Bank and over any other shares of the Bank ranking junior to the# n& X; |1 N, ]7 x8 R
preferred shares with respect to the payment of dividends and upon any
6 ^9 V1 t" E8 x) _7 Gdistribution of assets in the event of the liquidation, dissolution or
, h; Z3 ?, Z3 R+ Ewinding-up of the Bank." S. [6 c% f# K& Y- h3 J
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under' S2 r( v% C" f7 I- `3 [* N
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
+ x0 j% O& ]; K) n" ]8 {- L+ [- {Series 18 and Preferred Shares Series 19 will not be required to pay tax on; p4 m4 j2 q1 K
dividends received on such shares under Part IV.1 of such Act. |
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