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发表于 2008-11-29 16:58
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下面是BMO的:
+ r$ f* F. _% s. rSUMMARY OF THE OFFERING
1 e" L0 G0 a2 Y1 _, bThis 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’’.
8 o5 k' E) C, K) V* H5 ^' ?9 mIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
+ m" v0 z) I* O% H3 I4 oAmount: $150,000,000 (6,000,000 shares).; T# B- [+ P- ?- \" Y0 o
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
" w/ f6 ~$ b7 n V1 }1 A7 sPrincipal Characteristics of the Preferred Shares Series 18
( T5 [3 h+ q7 C: X# ~$ DDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
# ^8 o2 \+ \. m7 b/ _$ j# E. Unon-cumulative preferential cash dividends, as and when declared by the
0 @4 Q4 T; w5 o. Q6 A0 RBoard of Directors, subject to the provisions of the Bank Act, for the initial; d/ A1 `9 W( Q
period commencing on the closing date and ending on and including7 R: Y2 l1 G, g& S6 W
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
4 y3 W8 k: k" V" V8 _9 n) D% l9 v& `25th day of February, May, August and November in each year, at a rate/ v0 [3 k9 x- s7 G* F( G+ T2 O
equal to $0.40625 per share. The initial dividend, if declared, will be payable8 u) O4 h; @# V, }5 X
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing& p5 h* H5 _9 k) e- k
date of December 11, 2008.6 B3 N* B9 M! C/ }
For each five-year period after the Initial Fixed Rate Period (each, a
/ y- r& p* n! I4 m9 x7 I7 P‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
7 C( Y& [. C6 T9 mSeries 18 will be entitled to receive fixed non-cumulative preferential cash
+ ~: R% R( _9 Sdividends, as and when declared by the Board of Directors, subject to the# ]+ a8 ?6 R; B' E1 f4 ^8 [
provisions of the Bank Act, payable quarterly on the 25th day of February,9 k' v l9 h! [% r0 E
May, August and November in each year, in the amount per share per annum. e' x- ^2 ~, Y1 D/ z
determined by multiplying the Annual Fixed Dividend Rate applicable to
2 x: ^; _3 t+ _* D# ^" }- |( Ssuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
4 \4 r2 d0 `# RRate for the ensuing Subsequent Fixed Rate Period will be determined by the; c2 W, v* }( y/ P- [6 W
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
- _. r1 x K" m: Fof such Subsequent Fixed Rate Period and will be equal to the sum of the
$ L* D- S6 b3 S! U: |% r1 VGovernment of Canada Yield on the applicable Fixed Rate Calculation Date2 f4 M# W- a! N' O! u/ L9 @5 C
plus 3.83%.7 |$ [) t, A/ S4 B* L' r
If the Board of Directors does not declare a dividend, or any part thereof, on
( q2 i5 z4 R% E+ a: Q' |the Preferred Shares Series 18 on or before the dividend payment date for a
2 e# N& _+ o7 B. l- b0 H' Fparticular quarter, then the entitlement of the holders of the Preferred6 p/ z3 Z' ?! b5 I: O
Shares Series 18 to receive such dividend, or to any part thereof, for such
( _+ C9 V. d0 [: l3 z6 gquarter will be forever extinguished.) E2 [4 h L: v8 M7 a+ x
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the L9 a' l6 {$ N/ M2 B! L
Superintendent and to the provisions described below under ‘‘Details of the- S T/ T; P/ P- A4 v* u5 t
Offering — Certain Provisions of the Preferred Shares Series 18 as a
% T- C' M n1 m4 |, l' ~Series — Restrictions on Dividends and Retirement of Shares’’, on
! {+ Z4 f1 D; K. O- KFebruary 25, 2014 and on February 25 every five years thereafter, on not y j3 O! u. l. I
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any! f1 g6 P5 F$ v5 }' h4 s
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
9 [ O0 l* t( a2 Z2 A+ ]without the consent of the holder, by the payment of an amount in cash for3 C; ~" Y: K# V# |* I
each such share so redeemed of $25.00 together with all declared and unpaid3 {- G9 x- A# H7 v
dividends to the date fixed for redemption.
2 L( \2 Q+ i5 G2 f( RConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic: ^7 [8 N3 b+ |2 o& r
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
+ I& b) R; R H" O& H. Q2 Q7 rthe right, at their option, to convert, on February 25, 2014 and on" P" m! p6 N5 i3 u
S-4: ~1 y# B H) k3 c9 o% H3 a
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
6 w+ _8 t& U- c$ x( R8 _or all of their Preferred Shares Series 18 into an equal number of Preferred3 A5 J) n; ]* k
Shares Series 19 upon giving to the Bank notice thereof not earlier than
3 i i y* i+ i$ b2 y/ n30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day3 q9 V( b/ i( V5 Y& F5 t
preceding, a Series 18 Conversion Date.
' t1 n9 F/ ]2 _ M! \8 ^8 jAutomatic Conversion If the Bank determines, after having taken into account all shares tendered* Y# a* ~* n) N2 z" m$ E/ X7 E7 l
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
" ^5 E- ]- Q8 kSeries 19, as the case may be, that there would be outstanding on such" A6 _$ o) G1 c
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,- h5 H0 P1 q- V3 ^) x5 w
such remaining number of Preferred Shares Series 18 will automatically be7 r8 `% K' C$ X8 r* ~7 T, S$ |* e4 M
converted on such Series 18 Conversion Date into an equal number of7 T% |6 {0 w1 } G2 S" c: `
Preferred Shares Series 19. Additionally, if the Bank determines that, after% W3 |7 U U5 j% U: |
conversion, there would be outstanding on such Series 18 Conversion Date/ q( a o4 C, U2 _: p) `
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares/ M6 Y, X9 Q/ b% u9 p. x7 H
Series 18 will be converted into Preferred Shares Series 19.
. n% I! j2 r- g4 f6 S9 eVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
; ]9 l2 h% C! a) Z4 Y+ x) {$ a; U0 lSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
" j) a6 a; C' s& S9 q! K; u) gany meeting of the shareholders of the Bank unless and until the first time at7 |/ \$ n. Q( q0 A4 L6 c
which the Board of Directors has not declared the whole dividend on the
& H1 \9 @# k1 i1 ePreferred Shares Series 18 in any quarter. In that event, subject as
I9 e7 z$ d# ?: K4 _9 V% R8 Thereinafter provided, the holders of Preferred Shares Series 18 will be
1 U* }7 i) y' {5 S5 I1 oentitled to receive notice of, and to attend, meetings of shareholders at which" N& J- M% C; v& Q1 {
directors of the Bank are to be elected and will be entitled to one vote for! x2 L0 u; [$ R `
each Preferred Share Series 18 held. The voting rights of the holders of the
; o _: J7 g9 V( tPreferred Shares Series 18 will forthwith cease upon payment by the Bank of1 [+ c- W4 R+ G. ~) _! u) x% ~
the first dividend on the Preferred Shares Series 18 to which the holders are
# m( X7 L$ X/ l" v2 ]7 q9 x# p& Ientitled thereunder subsequent to the time such voting rights first arose until
/ q$ _0 t9 t3 e2 g7 Nsuch time as the Bank may again fail to declare the whole dividend on the5 g3 F+ B3 P/ a9 I2 w
Preferred Shares Series 18 in respect of any quarter, in which event such
0 Q' i( K, V( M3 m; Z% U% S% Wvoting rights will become effective again and so on from time to time.
, i7 r& L3 t/ t% z6 k0 ]Principal Characteristics of the Preferred Shares Series 19; O9 q; w9 l ?
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
4 V6 P* g. w% A! |% ]8 S( ]# Y8 {floating rate non-cumulative preferential cash dividends, as and when- x+ O; f1 O! h) t4 X
declared by the Board of Directors, subject to the provisions of the Bank Act,: F6 _3 c4 {7 K5 d* q, E! P
payable quarterly on the 25th day of February, May, August and November* ]2 n7 K+ H/ b$ p/ f8 K3 A
in each year, in the amount per share determined by multiplying the: g) o+ o+ W" p' D
applicable Quarterly Floating Dividend Rate by $25.00.9 R. \. y; u" X0 e
On the 30th day prior to the commencement of the initial quarterly dividend
. p1 z% t f# n+ F: i$ [period beginning on February 25, 2014, and on the 30th day prior to the first
4 `$ _5 h5 v9 ?; l+ uday of each subsequent quarterly dividend period (the initial quarterly
7 b9 R1 D& A y# adividend period and each subsequent quarterly dividend period is referred to
i+ N% @/ d4 i3 C% S+ Pas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
6 `1 G& W. q. I9 j0 tQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate, l* C/ \! @' T- Y3 C) Y
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the' L* {7 u4 s5 C: `
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
" y& }5 |4 F- o/ ]5 Relapsed in the applicable Quarterly Floating Rate Period divided by 365)) l6 z* V' s# h2 ]6 Y* z
determined on the 30th day prior to the first day of the applicable Quarterly5 l& A) }7 a1 H- P0 K
Floating Rate Period. F8 @1 m: x- Y D* t. V
S-5* W! N1 H4 n9 }7 w* X R5 d5 u! F, h
If the Board of Directors does not declare a dividend, or any part thereof, on
6 F5 u# u/ s. I3 Y8 Kthe Preferred Shares Series 19 on or before the dividend payment date for a4 R: ?0 F6 N1 F2 x% P/ ?8 b5 {
particular quarter, then the entitlement of the holders of the Preferred+ T. S1 c% c1 D7 m- ~! [# }
Shares Series 19 to receive such dividend, or to any part thereof, for such& u/ c5 Z0 v, K" C7 k; S6 \
quarter will be forever extinguished.
[4 t! B, H2 L2 Q3 iRedemption: Subject to the provisions of the Bank Act and to the prior consent of the- T) D% D; o4 W! n% S* p s6 E T
Superintendent and to the provisions described below under the heading* Y. V6 {. c1 F7 s
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
; J2 b8 O* K$ V( q0 U8 Y% cSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
6 D h: {. j. J: n5 ^& G3 ron not more than 60 nor less than 30 days’ notice, the Bank may redeem all; F$ b# J" I) A& u7 l
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s s8 I6 R) U+ }: O8 V
option without the consent of the holder, by the payment of an amount in
' p! W$ y/ u1 x) @! dcash for each such share so redeemed of (i) $25.00 together with all declared
0 ?% ~9 ~$ ^5 E" b. jand unpaid dividends to the date fixed for redemption in the case of
$ \1 H, M- ^: V' p# bredemptions on February 25, 2019 and on February 25 every five years- K: N* L* J e2 Y
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to# P+ h) Q, D: s; \( k
the date fixed for redemption in the case of redemptions on any other date% B- B/ M& i4 e/ a- b
on or after February 25, 2014.& ]' ? Y) B* E; m. c
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic4 E0 y l) j9 ~& s. @" e6 m
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
* f9 J) S; I, X4 Sthe right, at their option, to convert, on February 25, 2019 and on
9 W3 p! I5 n, x6 }- V% x* W" VFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any7 O+ Q, e6 W0 x8 j; Z9 n
or all of their Preferred Shares Series 19 into an equal number of Preferred
0 T3 L9 f* x6 q7 ?Shares Series 18 upon giving to the Bank written notice thereof not earlier
2 D, E1 y- [ k" V; ^than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the v+ X' B. q4 m6 H* z$ W
15th day preceding, a Series 19 Conversion Date.
9 h* f& Y+ o% ~8 m2 EAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
& j( m0 n# R+ b: V7 aProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares- R9 o& O0 n; X7 P4 Y- h7 c
Series 18, as the case may be, that there would be outstanding on such4 t1 G& G$ t1 ]' [' A
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
, ]% i" P9 ~ t0 V: R/ A* |such remaining number of Preferred Shares Series 19 will automatically be
3 w6 N& Z( x; v# M& E+ qconverted on such Series 19 Conversion Date into an equal number of
$ i8 u+ V: ]' t- a* ePreferred Shares Series 18. Additionally, if the Bank determines that, after: C4 Y4 e% t/ H3 a/ I, r' N
conversion, there would be outstanding on such Series 19 Conversion Date& R$ {) o. I) d( _
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares/ }: S; I w$ G
Series 19 will be converted into Preferred Shares Series 18.
9 v' u9 t9 d6 b% DVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares; e/ k6 x) e' x9 o' I+ n3 I
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
6 i9 b' J3 h, P; P4 A3 f! hany meeting of the shareholders of the Bank unless and until the first time at3 g' H, I0 Q0 X M2 Y7 I
which the Board of Directors has not declared the whole dividend on the
" R! ^* E0 s9 |/ c: qPreferred Shares Series 19 in any quarter. In that event, subject as
G. D3 L9 O; b3 |2 J L" n9 @hereinafter provided, the holders of Preferred Shares Series 19 will be7 p- k, C# p3 |2 n0 t/ M+ v0 J
entitled to receive notice of, and to attend, meetings of shareholders at which! W8 T9 p2 F2 P' r$ f
directors of the Bank are to be elected and will be entitled to one vote for
4 l7 B- O `# w J, Xeach Preferred Share Series 19 held. The voting rights of the holders of the
3 n: g. L- w9 i2 }% r+ f1 W2 r3 m7 r% |* v xPreferred Shares Series 19 will forthwith cease upon payment by the Bank of5 m+ H7 n& y1 I8 Z- I
the first dividend on the Preferred Shares Series 19 to which the holders are% D7 v# X1 D' [+ m* z
entitled thereunder subsequent to the time such voting rights first arose until, v$ n1 }# w% ^% H A# d
such time as the Bank may again fail to declare the whole dividend on the
! r5 x( m- F! f% i O$ y9 C' C' \Preferred Shares Series 19 in respect of any quarter, in which event such. W" \. R! ]0 S* ?8 M! h1 I6 K
voting rights will become effective again and so on from time to time.' M! Z/ L0 N c6 l$ g' ^+ ~( Z
S-69 A) W C' F3 v) b$ R
Priority: The preferred shares of each series of the Bank will rank on a parity with
( N2 g. f: A& |* s& \1 \+ [every other series and are entitled to preference over the common shares of+ ?- b1 c: c" H5 L
the Bank and over any other shares of the Bank ranking junior to the1 `- a* u; r; h& y+ e: f
preferred shares with respect to the payment of dividends and upon any
: S5 [4 Y9 ? O1 ^( l! Cdistribution of assets in the event of the liquidation, dissolution or. {* ?: r* [* F' f G$ j6 w
winding-up of the Bank.% }- ?$ ]; x# P! `
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
7 m1 c+ h0 C1 y* j( w1 ^( nDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares' ^) E5 B4 Y, F+ Q) w! {
Series 18 and Preferred Shares Series 19 will not be required to pay tax on- A3 Z1 V s$ W$ `3 F$ ~/ d
dividends received on such shares under Part IV.1 of such Act. |
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