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发表于 2008-11-29 16:58
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下面是BMO的:
: q, X8 w+ G0 ESUMMARY OF THE OFFERING
+ f, H) v# i3 m% J' RThis 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’’.
$ M) ^6 M, n3 }Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
2 h* L( Q1 e" {1 lAmount: $150,000,000 (6,000,000 shares).
$ q' \: Y6 j# R, T O4 BPrice and Yield: $25.00 per share to yield initially 6.50% per annum.5 G4 F1 `9 k5 i, j0 z* U2 ]+ G! C& o# R
Principal Characteristics of the Preferred Shares Series 18! B, e7 x S. l) Q' ]
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed* u* u# \! x, Z3 @
non-cumulative preferential cash dividends, as and when declared by the" s+ S, v; t' E' m, B
Board of Directors, subject to the provisions of the Bank Act, for the initial/ l; b, o* ^6 v- X; x- ?7 d
period commencing on the closing date and ending on and including5 @. D1 H1 b) \% e+ \8 M0 m8 ?
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the: _) \6 ^6 [+ H1 x8 X! ]7 U$ W2 |0 \8 b
25th day of February, May, August and November in each year, at a rate$ |- n; `7 M, p) K6 a
equal to $0.40625 per share. The initial dividend, if declared, will be payable8 k; t# r8 q8 b; |/ M0 K9 P
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
7 u0 K1 d. }6 Udate of December 11, 2008.- u% ^. {9 C) K7 S
For each five-year period after the Initial Fixed Rate Period (each, a6 P) d7 |# w& O4 Y4 C: r
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares0 Z" c. W2 L/ x: o
Series 18 will be entitled to receive fixed non-cumulative preferential cash
5 b% Z- D7 {8 m; Jdividends, as and when declared by the Board of Directors, subject to the) t }0 z' w, f" Q( O5 w7 k
provisions of the Bank Act, payable quarterly on the 25th day of February,5 `! h7 X. G: u
May, August and November in each year, in the amount per share per annum+ I+ P2 ?' S+ q& S. g- i0 M. Q* V
determined by multiplying the Annual Fixed Dividend Rate applicable to
- G3 g) b. k' @+ E2 F- k1 ^4 Esuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
, ?" q8 w, R/ l2 U/ F& GRate for the ensuing Subsequent Fixed Rate Period will be determined by the5 a7 c0 J* F" h+ W, D8 B3 W
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
* ^' T( X3 F }of such Subsequent Fixed Rate Period and will be equal to the sum of the( K+ m! h. o) Q
Government of Canada Yield on the applicable Fixed Rate Calculation Date
+ ]' m1 o% ?# q& [; n6 |, _6 ?) Qplus 3.83%.
2 J* l$ J1 L7 AIf the Board of Directors does not declare a dividend, or any part thereof, on
) ^- f& G. o3 zthe Preferred Shares Series 18 on or before the dividend payment date for a! g' @! g$ [* o; u
particular quarter, then the entitlement of the holders of the Preferred% n& I7 `5 r6 ^ D- @5 q* o0 r
Shares Series 18 to receive such dividend, or to any part thereof, for such
- i) y7 T3 n: g: G5 r& j% ~# `quarter will be forever extinguished.; e" A1 B4 p" z- |" f0 R
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the8 L) k/ m( @: G6 \
Superintendent and to the provisions described below under ‘‘Details of the: N, P1 B- e4 f
Offering — Certain Provisions of the Preferred Shares Series 18 as a
U0 I; r5 w% T8 N! iSeries — Restrictions on Dividends and Retirement of Shares’’, on& W7 m7 A$ ^: u& T \
February 25, 2014 and on February 25 every five years thereafter, on not: v5 ]* \7 `7 H! T- Y
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
$ s2 k8 B/ N F; R4 hpart of the then outstanding Preferred Shares Series 18, at the Bank’s option# z6 P. v; m* P C: [8 a) V
without the consent of the holder, by the payment of an amount in cash for* D9 f" m/ @( b( i4 w
each such share so redeemed of $25.00 together with all declared and unpaid
) j, |. t, {6 F1 \. Pdividends to the date fixed for redemption.
4 f1 d1 Q& w3 C" J, U. ~Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
3 ?4 R$ A/ B! l1 M- A/ @Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
( N, l4 K6 u4 C1 O$ K0 R& vthe right, at their option, to convert, on February 25, 2014 and on, H# x2 v, ]! i! n/ Y
S-4
! `& u; D! |; ~, p& Q) \ TFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any" n8 e3 A& M# N) M$ }# @
or all of their Preferred Shares Series 18 into an equal number of Preferred
% F( Z, G4 r% i6 z! o" i' ZShares Series 19 upon giving to the Bank notice thereof not earlier than7 }% z0 {1 U/ V5 u" D2 t
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day5 e) F. O. `+ ]
preceding, a Series 18 Conversion Date.3 ^) ^- q, Y- G3 P
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
& R0 [5 i# t/ _' jProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
" z4 S& n5 a. e& t! }0 ySeries 19, as the case may be, that there would be outstanding on such5 N* p/ Q7 o. B) k
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
$ g6 k# `8 u$ e/ P6 F7 E! P" ksuch remaining number of Preferred Shares Series 18 will automatically be
* b; e% [. K$ E: Nconverted on such Series 18 Conversion Date into an equal number of# G g4 Y6 d5 B) l- j; c- i
Preferred Shares Series 19. Additionally, if the Bank determines that, after
! W, ]! H9 ]) o& a0 f/ p: {1 t, ~conversion, there would be outstanding on such Series 18 Conversion Date2 c. A3 T7 I: S' K, K7 T
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
+ v; u2 K6 i4 o1 S @* `5 dSeries 18 will be converted into Preferred Shares Series 19.4 y, x1 g3 t% ]
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" p# A8 U4 r3 Z* Z
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
4 q% u) j7 t; {8 m6 r3 |$ gany meeting of the shareholders of the Bank unless and until the first time at
! a$ j6 e$ }. [which the Board of Directors has not declared the whole dividend on the
7 ^; A% U' `2 c1 D* lPreferred Shares Series 18 in any quarter. In that event, subject as
1 H/ `" w- E1 |* d8 xhereinafter provided, the holders of Preferred Shares Series 18 will be
2 v4 E/ h2 b; [! r: Nentitled to receive notice of, and to attend, meetings of shareholders at which) Z b k$ V* W6 ]
directors of the Bank are to be elected and will be entitled to one vote for' B: @0 l1 n( C6 d, j
each Preferred Share Series 18 held. The voting rights of the holders of the
5 Z3 ~+ q+ e' oPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
: `' b+ j' G+ d2 e5 Ythe first dividend on the Preferred Shares Series 18 to which the holders are
, n& I5 v7 y0 n$ l8 Yentitled thereunder subsequent to the time such voting rights first arose until
$ B/ U- F% l7 csuch time as the Bank may again fail to declare the whole dividend on the
1 \2 t4 ~# ^* ]4 ^+ E& ?$ ~Preferred Shares Series 18 in respect of any quarter, in which event such( k2 w/ ]; m0 v. O/ H: K
voting rights will become effective again and so on from time to time.
4 f2 ^6 l* v" N" ~9 ^) ?Principal Characteristics of the Preferred Shares Series 19
1 Y+ P0 C$ ?: g, c. B% _3 GDividends: The holders of the Preferred Shares Series 19 will be entitled to receive9 Y0 r0 f+ |: z( W' G- ?& @1 U: u4 h/ e
floating rate non-cumulative preferential cash dividends, as and when
$ C/ p& l8 o; f# tdeclared by the Board of Directors, subject to the provisions of the Bank Act,
2 E$ x6 y# L0 o( `& {. q4 | `payable quarterly on the 25th day of February, May, August and November% A) W, v& R' Y5 s( o
in each year, in the amount per share determined by multiplying the& X5 I4 T" ~& H/ }( L+ o
applicable Quarterly Floating Dividend Rate by $25.00.
" R- b0 h3 Y4 ~% `0 aOn the 30th day prior to the commencement of the initial quarterly dividend$ i* o5 w) m" U6 }- `( g
period beginning on February 25, 2014, and on the 30th day prior to the first
) f9 J: m: s% \* Eday of each subsequent quarterly dividend period (the initial quarterly
: m9 I( L; L- @2 {& Q5 V9 @! Rdividend period and each subsequent quarterly dividend period is referred to ?4 p! e! P8 ^: x
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the, h. U. d. Y6 L3 v
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
1 }" D. H/ L# ]Period. The Quarterly Floating Dividend Rate will be equal to the sum of the# s" m4 t( f- y9 ]9 Q1 n) @
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days- e9 P8 A4 w: R9 C& E2 K$ @
elapsed in the applicable Quarterly Floating Rate Period divided by 365)- S3 e/ F6 w( c2 y% @9 [1 Q
determined on the 30th day prior to the first day of the applicable Quarterly
: a, L7 t- F- ~% sFloating Rate Period. n! b2 X O6 T0 ]& o
S-5/ }. Q G' G# Y' q4 M; B
If the Board of Directors does not declare a dividend, or any part thereof, on
4 Y$ r1 B, V6 Pthe Preferred Shares Series 19 on or before the dividend payment date for a
! a( d' f2 d! z5 |# Jparticular quarter, then the entitlement of the holders of the Preferred
( r$ u- G' E1 @1 y6 [& {$ fShares Series 19 to receive such dividend, or to any part thereof, for such
- I8 A4 o7 U$ h+ u- ^3 F M$ G' P% hquarter will be forever extinguished.
2 t/ [- p# ^0 ?) zRedemption: Subject to the provisions of the Bank Act and to the prior consent of the* I" K. [- X, O" E7 f
Superintendent and to the provisions described below under the heading
% \* H8 [3 {: [* N% R‘‘Details of the Offering — Certain Provisions of the Preferred Shares
' ~- K8 F; ?' P& k7 M9 ~- ASeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
; j0 ~& r5 s! U! Q- F* p, ]+ D3 yon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
, J: D, G$ O2 N8 ~% P1 Vor any part of the then outstanding Preferred Shares Series 19, at the Bank’s3 ~: A/ c$ X4 e! c+ y% U
option without the consent of the holder, by the payment of an amount in5 v$ k2 c/ ~& \( m1 f: V4 R/ v; a& @0 H/ _
cash for each such share so redeemed of (i) $25.00 together with all declared* ~! [+ l/ a8 U5 m. I& V
and unpaid dividends to the date fixed for redemption in the case of4 h" H5 @0 r+ _! B' h
redemptions on February 25, 2019 and on February 25 every five years1 u# o( L+ \4 }- C, B5 N
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
* n2 J4 ^7 l ]* X2 R! sthe date fixed for redemption in the case of redemptions on any other date- e+ N6 r |5 F& P
on or after February 25, 2014.
- r) L3 `, V1 h ]) L; Z( HConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic# _% f, e& a7 h/ M8 S" D- @/ z
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
1 a: g v U, @7 ?2 w$ r, s _the right, at their option, to convert, on February 25, 2019 and on
/ L' ]/ Z- \1 K) Q+ BFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
: Q, z ~' r: @' q; n8 ~4 e- n; xor all of their Preferred Shares Series 19 into an equal number of Preferred! f7 V& K; h X1 m: j
Shares Series 18 upon giving to the Bank written notice thereof not earlier
% @: O& ~! |2 Ithan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the: Q& {' I7 L5 ~, ]7 N
15th day preceding, a Series 19 Conversion Date.
; |. Z" d4 {$ n, q7 \) S MAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
) o* J. _. i6 r @1 B" F7 o6 {0 aProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares y4 U f- I/ A; O0 |
Series 18, as the case may be, that there would be outstanding on such8 W1 e+ k I" h1 f9 ?4 o& c2 W
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,; t6 M0 V( s4 m$ E
such remaining number of Preferred Shares Series 19 will automatically be
" H2 |2 J3 i8 c) B' o8 Dconverted on such Series 19 Conversion Date into an equal number of0 j5 w" A0 k$ b' W
Preferred Shares Series 18. Additionally, if the Bank determines that, after
5 J" n% s2 s' M. p. S* Pconversion, there would be outstanding on such Series 19 Conversion Date
5 F) I# |: F& Y( M7 Dless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares& T- h5 t$ C2 I% d, q2 n" ?
Series 19 will be converted into Preferred Shares Series 18.0 G [+ M; ~2 w' O
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares0 K3 `) I' ]8 i
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
( p( o* I0 _/ @: vany meeting of the shareholders of the Bank unless and until the first time at
7 e1 W& _/ l5 d& {0 I+ Bwhich the Board of Directors has not declared the whole dividend on the; {! i3 A3 L% z @# U
Preferred Shares Series 19 in any quarter. In that event, subject as- X6 C, m4 N) `3 `4 O8 b" h# y3 H5 w: O
hereinafter provided, the holders of Preferred Shares Series 19 will be
8 C* {8 Z2 A6 q3 ?# \1 Aentitled to receive notice of, and to attend, meetings of shareholders at which% K/ e5 T! u; J4 q
directors of the Bank are to be elected and will be entitled to one vote for- r# W1 n, l9 T m, S5 q- u
each Preferred Share Series 19 held. The voting rights of the holders of the8 }* P9 K( j0 M' {4 r. S( R% x$ Z/ B
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
2 i k; ]7 I6 kthe first dividend on the Preferred Shares Series 19 to which the holders are, m4 ]- d7 O6 o5 c5 }
entitled thereunder subsequent to the time such voting rights first arose until2 ~4 j; t! D2 U; n8 V2 m
such time as the Bank may again fail to declare the whole dividend on the
; \- e$ Z3 r" Q! n. LPreferred Shares Series 19 in respect of any quarter, in which event such7 z e+ X3 O9 r# f1 I. u) z3 S
voting rights will become effective again and so on from time to time.+ ~+ n! z+ ?5 s" g5 X
S-6% p5 F: t! v1 K+ C" t
Priority: The preferred shares of each series of the Bank will rank on a parity with7 D3 W6 _& q+ I% b
every other series and are entitled to preference over the common shares of1 l' k3 T& A! ]: l; n
the Bank and over any other shares of the Bank ranking junior to the, ~: ^9 J! W! c' N# F9 @) Z" Q! g
preferred shares with respect to the payment of dividends and upon any- p3 \, L- G3 g! c$ X3 [$ h9 Z* r
distribution of assets in the event of the liquidation, dissolution or
; W( _ l7 |+ y6 w6 M, `winding-up of the Bank.
* }" d+ ?3 x$ ]6 O! L: L1 O6 wTax on Preferred Share The Bank will elect, in the manner and within the time provided under
8 T% V+ b6 ?. n8 ~# t3 YDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares+ N9 c) B" w/ K" ^/ R5 w
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
0 S2 Z6 K2 o5 j: G$ g$ V3 @$ Mdividends received on such shares under Part IV.1 of such Act. |
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