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发表于 2008-11-29 16:58
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下面是BMO的:
! ~3 T4 a4 Z( V/ ~8 QSUMMARY OF THE OFFERING
& I* R. X9 f& j8 F9 n: PThis 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’’.
9 `6 ~' \( m3 z4 Y/ r6 WIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
: A( @0 u1 w+ }3 pAmount: $150,000,000 (6,000,000 shares).
% Z& X9 F% l* c! QPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
' `3 G7 s7 p' c$ ]! G/ [) {- rPrincipal Characteristics of the Preferred Shares Series 18* k( n' x2 t) u! [0 w- u
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed5 c; p+ I6 Z$ S# F2 y7 x" M
non-cumulative preferential cash dividends, as and when declared by the+ w6 G6 w+ K3 W9 C: T/ }# o& O* z
Board of Directors, subject to the provisions of the Bank Act, for the initial
1 r+ |! Z8 k& ^5 Bperiod commencing on the closing date and ending on and including
2 D0 u) `4 X. \- n- mFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
0 h$ a* _+ {! a9 {4 d! e- O25th day of February, May, August and November in each year, at a rate6 R( X. T; v9 {
equal to $0.40625 per share. The initial dividend, if declared, will be payable
3 Y3 S" M* H& M8 C" r" nMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
6 y1 {- X+ p1 o* kdate of December 11, 2008.
: e3 F, U& _3 b& E! \# B1 }8 {For each five-year period after the Initial Fixed Rate Period (each, a
' Z( a: X+ ?' H/ L- G8 z9 y‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
" P7 X: R7 @- _9 Z* JSeries 18 will be entitled to receive fixed non-cumulative preferential cash
! O2 f' x3 D$ M: d8 vdividends, as and when declared by the Board of Directors, subject to the( s4 `4 R6 b/ h! ]+ ^) y5 S
provisions of the Bank Act, payable quarterly on the 25th day of February,% v& y) I* F$ L' y9 t
May, August and November in each year, in the amount per share per annum
9 Z- o- l+ C/ o; T1 H" v1 Vdetermined by multiplying the Annual Fixed Dividend Rate applicable to
* ?2 k! W9 L' D4 U+ m5 K$ U% i4 bsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
! C( a: l$ l/ O( L+ e7 GRate for the ensuing Subsequent Fixed Rate Period will be determined by the
' n3 ~0 ?6 O7 s' \Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
8 N. @& ]& h D+ ?/ \of such Subsequent Fixed Rate Period and will be equal to the sum of the) R7 b; F. f0 D2 Q0 h
Government of Canada Yield on the applicable Fixed Rate Calculation Date
6 K X4 T2 R1 G, J4 f1 R* e' V: \" S3 f cplus 3.83%.
: O% i1 E: l7 e4 YIf the Board of Directors does not declare a dividend, or any part thereof, on* C" F& c$ b. s, x
the Preferred Shares Series 18 on or before the dividend payment date for a
! f. b/ ~+ R/ d4 oparticular quarter, then the entitlement of the holders of the Preferred
6 ^+ o1 s( M/ y0 pShares Series 18 to receive such dividend, or to any part thereof, for such
( E: s' S" f+ N K6 T/ I+ p. c% G) Hquarter will be forever extinguished.3 n& z; w+ @4 m1 \5 a. V* K
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
- z% D8 Y( _! bSuperintendent and to the provisions described below under ‘‘Details of the* J: n- p y! s9 T2 o/ L# n4 D+ g$ f8 z
Offering — Certain Provisions of the Preferred Shares Series 18 as a7 E# Y) h! k0 m) I+ g( g
Series — Restrictions on Dividends and Retirement of Shares’’, on$ e& r' w% w- g. ]& A
February 25, 2014 and on February 25 every five years thereafter, on not
: n& A3 K/ y7 P- Z; tmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
- t& z D; A: O% l# s7 }& }: }part of the then outstanding Preferred Shares Series 18, at the Bank’s option/ ^. K# {/ H( Z% d. y. g
without the consent of the holder, by the payment of an amount in cash for) C9 s1 L, {/ }7 G
each such share so redeemed of $25.00 together with all declared and unpaid
& |: |( U4 |' N ]9 udividends to the date fixed for redemption.
5 A# E5 O$ c, m0 y. e4 xConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic; B( d- E0 P, l3 y" O/ Q4 n
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have3 H/ r e( v% u5 a7 \
the right, at their option, to convert, on February 25, 2014 and on) s# O0 i& m- @; a" Q' o! q/ E9 [
S-4+ P# ]: j, S& l& F$ X/ _
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any$ M6 G- E7 [$ z' p& L. U
or all of their Preferred Shares Series 18 into an equal number of Preferred; f d0 \( K0 G6 V% k3 z: D' b
Shares Series 19 upon giving to the Bank notice thereof not earlier than
2 E! Z& n. m7 u/ `/ i: _30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day" k4 Z8 a) b, ^; r1 d! x( W
preceding, a Series 18 Conversion Date.) P4 ^7 q/ b* a- C# u2 ^
Automatic Conversion If the Bank determines, after having taken into account all shares tendered& B/ _; n2 l: x _$ o
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares& _; l7 M6 x& y3 p( b$ [8 K
Series 19, as the case may be, that there would be outstanding on such
) ~3 A$ R* A6 T# j! |Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
: V, F: o; H- T$ l" T+ V' K- lsuch remaining number of Preferred Shares Series 18 will automatically be7 M0 t8 O7 W% }; s/ D' V; Z$ Y) k
converted on such Series 18 Conversion Date into an equal number of
9 |7 [; N0 `* c" c. Z, e1 B" [Preferred Shares Series 19. Additionally, if the Bank determines that, after* M' m% t* m1 Z0 h5 V7 y( {/ G
conversion, there would be outstanding on such Series 18 Conversion Date
* j2 K, L8 l0 u7 Q* M: mless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares& v1 g; ]' _; S8 f0 l
Series 18 will be converted into Preferred Shares Series 19.' ?" Y6 o% H: }$ b; M- c; g
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
* ]- D/ n3 n$ b/ {Series 18 will not be entitled as such to receive notice of, attend, or vote at,8 @0 B1 `( J: h: n3 F$ m h
any meeting of the shareholders of the Bank unless and until the first time at
: l( e2 o2 z4 t- L6 Q# f5 iwhich the Board of Directors has not declared the whole dividend on the, X2 G$ H, } i- m
Preferred Shares Series 18 in any quarter. In that event, subject as
4 \( F& b. \& ^' Y5 rhereinafter provided, the holders of Preferred Shares Series 18 will be* |; [7 C/ G, g& u3 n4 K5 r, h: p
entitled to receive notice of, and to attend, meetings of shareholders at which
/ y9 u) s- @" L: Y' R$ ?directors of the Bank are to be elected and will be entitled to one vote for
% J b5 [: b/ v3 Ceach Preferred Share Series 18 held. The voting rights of the holders of the; a! q% ]: ]0 G/ h) n: R1 o T% l
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
7 u6 y9 u N- x4 n% R# Y& F: cthe first dividend on the Preferred Shares Series 18 to which the holders are
+ [7 G# l; Z: D& j+ z uentitled thereunder subsequent to the time such voting rights first arose until8 }1 `3 G: @9 d& P% H N
such time as the Bank may again fail to declare the whole dividend on the8 t3 s% P% D/ j6 U( r
Preferred Shares Series 18 in respect of any quarter, in which event such
1 q0 A3 f. [' P" s0 m# Tvoting rights will become effective again and so on from time to time.
2 [6 {0 f: p& {0 L# R! {Principal Characteristics of the Preferred Shares Series 19
$ z+ J5 l8 G( W$ y5 gDividends: The holders of the Preferred Shares Series 19 will be entitled to receive$ h0 Y8 L- I4 ]! k7 I9 a" |0 w
floating rate non-cumulative preferential cash dividends, as and when, r- L% |. ~0 t4 M4 m& f8 @# K
declared by the Board of Directors, subject to the provisions of the Bank Act,+ A; ]0 h' t/ H9 A+ g% z
payable quarterly on the 25th day of February, May, August and November4 g6 ], K3 ?( f, K" U) X( a
in each year, in the amount per share determined by multiplying the7 p, I6 e7 Z" c' E- m
applicable Quarterly Floating Dividend Rate by $25.00.
: o; O. ~3 V4 m: D% x) `On the 30th day prior to the commencement of the initial quarterly dividend
% f+ z& F* B5 o" {9 t; Bperiod beginning on February 25, 2014, and on the 30th day prior to the first
8 }3 O+ K% c B$ P( k' w) Oday of each subsequent quarterly dividend period (the initial quarterly1 q, v( T, _: }
dividend period and each subsequent quarterly dividend period is referred to9 R) A+ c. B5 [9 e
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
7 I' A [/ L4 G6 {6 q. B8 ?Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
# h, G4 N7 a7 b6 }2 iPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
: T6 d. o1 g @9 {$ FT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
1 y% L0 @& y, Q% ]elapsed in the applicable Quarterly Floating Rate Period divided by 365)
& v7 S3 u9 [2 h: t+ n- |/ L3 }5 T9 Ldetermined on the 30th day prior to the first day of the applicable Quarterly$ @/ `- I; L, Z; a9 R
Floating Rate Period.
5 i0 o/ ^: @; H$ Y8 K+ C {* wS-50 \! X9 n. {8 ], d! Z
If the Board of Directors does not declare a dividend, or any part thereof, on
* B/ u1 b1 @, b# v0 J5 Cthe Preferred Shares Series 19 on or before the dividend payment date for a
; {" P& S6 M- g) sparticular quarter, then the entitlement of the holders of the Preferred
9 l: P$ Z' d ?0 ^8 D* XShares Series 19 to receive such dividend, or to any part thereof, for such0 p+ Q4 L( I$ z& N( F( T+ Z
quarter will be forever extinguished.% {& j' W7 A. ?+ T" ]8 U2 X* Q
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
8 f1 \9 w7 l, H( t3 zSuperintendent and to the provisions described below under the heading
$ {+ J Z$ S5 r% d‘‘Details of the Offering — Certain Provisions of the Preferred Shares- b3 W( W: ^! z: a7 ?
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
& e2 V O+ g0 i6 F) _. Oon not more than 60 nor less than 30 days’ notice, the Bank may redeem all: n9 A5 a j( O. |. B! n
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s7 q9 w" E) s$ h; H6 X8 h
option without the consent of the holder, by the payment of an amount in+ e: c+ p9 D& X) j$ J9 t
cash for each such share so redeemed of (i) $25.00 together with all declared
5 ~8 U4 _7 c& q! r0 e: Z1 ?. H& ~and unpaid dividends to the date fixed for redemption in the case of
: w1 ^- ], O7 S* g3 [redemptions on February 25, 2019 and on February 25 every five years2 h) o8 g. ?! h3 v( p
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
: q8 M, |. v' I5 G' H) ^the date fixed for redemption in the case of redemptions on any other date
3 j* Z+ w- J& m4 X2 C8 c- ?on or after February 25, 2014.
5 D/ H& p g. U( R: J, JConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic, [2 j8 n) L5 ?! b1 Q' x
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
@* Y8 y- H4 B$ @the right, at their option, to convert, on February 25, 2019 and on
/ B/ J( X* V' X2 S, z- zFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
9 V* Q, R+ f+ `1 }2 _! W' uor all of their Preferred Shares Series 19 into an equal number of Preferred
$ b+ I1 {/ S, l3 i& nShares Series 18 upon giving to the Bank written notice thereof not earlier
) h! P' o+ u y7 W- j/ X+ Hthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
' B+ R, g1 j9 ^15th day preceding, a Series 19 Conversion Date.0 o4 N0 F$ A7 E* y, q
Automatic Conversion If the Bank determines, after having taken into account all shares tendered- U, ~, {8 x& M* v3 N/ `
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares# N! Z. G" l- D- w* ?* `
Series 18, as the case may be, that there would be outstanding on such
@: {9 g+ x) QSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,* |, {: }. r q5 I' q
such remaining number of Preferred Shares Series 19 will automatically be5 o# D$ `* X- g
converted on such Series 19 Conversion Date into an equal number of
' f% O8 e5 q7 A- }/ UPreferred Shares Series 18. Additionally, if the Bank determines that, after, M c; H6 Q* b* D% j
conversion, there would be outstanding on such Series 19 Conversion Date
$ V' H2 l! ]8 Z6 r8 Uless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares1 n) w R* L& y
Series 19 will be converted into Preferred Shares Series 18.8 z# U) G$ f9 C. n
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 E) M% }4 v& i/ [Series 19 will not be entitled as such to receive notice of, attend, or vote at,
: Q! F$ Z0 `7 g3 v9 Y# p8 Jany meeting of the shareholders of the Bank unless and until the first time at
8 @0 e6 ]$ V6 G" _' T$ ]) Iwhich the Board of Directors has not declared the whole dividend on the' Z% l) g0 A, R. h
Preferred Shares Series 19 in any quarter. In that event, subject as
5 B) d6 @; Y w9 W5 B x/ k2 }' R4 @hereinafter provided, the holders of Preferred Shares Series 19 will be$ a: S; X7 ^+ s, Z
entitled to receive notice of, and to attend, meetings of shareholders at which/ ~; f9 V# ~4 U% T2 l
directors of the Bank are to be elected and will be entitled to one vote for
3 {1 y8 O4 k3 |5 _* Leach Preferred Share Series 19 held. The voting rights of the holders of the6 }/ S4 W% [, k
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of0 w, Q9 A$ O+ O
the first dividend on the Preferred Shares Series 19 to which the holders are
: g- q) L" \+ x% c. ?entitled thereunder subsequent to the time such voting rights first arose until
+ x# t3 I8 q7 L5 X, G0 {: K/ i fsuch time as the Bank may again fail to declare the whole dividend on the
( a( G9 @ Y8 F& OPreferred Shares Series 19 in respect of any quarter, in which event such
9 w2 |, e( _- p' z, u/ xvoting rights will become effective again and so on from time to time.$ H ^1 @- z% U
S-63 ~+ ^, s* g( S4 p" o3 E# Q0 H
Priority: The preferred shares of each series of the Bank will rank on a parity with# V( d7 [+ h* M* S
every other series and are entitled to preference over the common shares of% |! Y d1 j: w+ L% e1 r8 H& f6 D
the Bank and over any other shares of the Bank ranking junior to the5 u, t: ]* B: w3 r- V0 ]% J
preferred shares with respect to the payment of dividends and upon any& j! h( u0 ]4 N+ e4 P4 X% i
distribution of assets in the event of the liquidation, dissolution or
: ?) K8 h, w- ~winding-up of the Bank.
0 q! c: F2 d9 r0 N: P, HTax on Preferred Share The Bank will elect, in the manner and within the time provided under5 T( v( P: S8 j) m* [
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
& n1 O$ Z+ ~. X9 U* d: [* zSeries 18 and Preferred Shares Series 19 will not be required to pay tax on, w! R5 K. v0 Q/ `6 a# B6 S
dividends received on such shares under Part IV.1 of such Act. |
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