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发表于 2008-11-29 16:58
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下面是BMO的:
* u. w6 l0 Q+ o* k. n6 sSUMMARY OF THE OFFERING" ^5 p& D/ g0 T% [9 q
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’’., `1 P# F) E4 d$ p& J
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
$ r+ u8 } k. z9 ]/ ~) FAmount: $150,000,000 (6,000,000 shares).
4 C0 z; G" A% Z( m: k* e" e" O8 _Price and Yield: $25.00 per share to yield initially 6.50% per annum.% y# Y3 A: {* }
Principal Characteristics of the Preferred Shares Series 18
6 c- t: F+ p5 m2 t6 ^; {, aDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed: v5 G, R: Y* c) v5 }1 p3 w7 w
non-cumulative preferential cash dividends, as and when declared by the Y; }. S6 \* }' \" M& y
Board of Directors, subject to the provisions of the Bank Act, for the initial
! D$ w2 V( |/ M+ s) @/ i6 m" ` Y: c1 pperiod commencing on the closing date and ending on and including1 v: e4 k' I3 q+ e) @2 U
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the' I2 l& A7 _8 A6 l
25th day of February, May, August and November in each year, at a rate
2 D. H/ e) {+ |. A- k* { Kequal to $0.40625 per share. The initial dividend, if declared, will be payable
/ B d; }( d" Q. T/ X7 E2 h5 AMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
, [6 ^' J; |" h* q; `date of December 11, 2008.
4 e7 d1 G! m2 g; wFor each five-year period after the Initial Fixed Rate Period (each, a
& H5 l* f$ h" Z‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
* _5 h; @( H& ^4 wSeries 18 will be entitled to receive fixed non-cumulative preferential cash! b. L5 B3 n$ b
dividends, as and when declared by the Board of Directors, subject to the N0 u/ J2 o6 o
provisions of the Bank Act, payable quarterly on the 25th day of February,. @, x p N- S; _6 r$ s) ?
May, August and November in each year, in the amount per share per annum( W( R8 ?; e9 R! q
determined by multiplying the Annual Fixed Dividend Rate applicable to
! E4 x9 w# f& H# e$ esuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend% W" o0 |0 ~4 i( y G
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the N J T5 I( a* `* x! J7 H
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
$ c1 @ ^( c8 A6 ?/ F3 j$ Cof such Subsequent Fixed Rate Period and will be equal to the sum of the' O3 [ G9 [9 p6 b$ g V, {/ J
Government of Canada Yield on the applicable Fixed Rate Calculation Date
, O( b4 Z% F/ w5 ^4 P) Wplus 3.83%.
3 v6 x+ W% u: {: Y3 [8 b4 |If the Board of Directors does not declare a dividend, or any part thereof, on9 E% m$ B" C6 M" Y- T
the Preferred Shares Series 18 on or before the dividend payment date for a ?: Q( ]& r3 `- b6 k/ J! L# {
particular quarter, then the entitlement of the holders of the Preferred
/ |3 L$ V* P1 p' @Shares Series 18 to receive such dividend, or to any part thereof, for such
' U9 l/ W- e8 X4 S" xquarter will be forever extinguished.. g& ^- M9 Q$ N+ o. \$ G
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
: R8 s/ t/ D; i3 G! SSuperintendent and to the provisions described below under ‘‘Details of the) d0 ?& y$ h* s$ N
Offering — Certain Provisions of the Preferred Shares Series 18 as a
9 J9 f/ I1 t% A! tSeries — Restrictions on Dividends and Retirement of Shares’’, on$ J/ c- T# D; q8 F# o+ D8 Z# p ~
February 25, 2014 and on February 25 every five years thereafter, on not
' k! D7 y/ L0 s6 |* Ymore than 60 nor less than 30 days’ notice, the Bank may redeem all or any3 u( X6 f- x* z: x0 o! l' Q* A
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
1 B, N- i4 `: i) X( f7 @without the consent of the holder, by the payment of an amount in cash for' s/ Q2 T# ]9 J. u
each such share so redeemed of $25.00 together with all declared and unpaid7 U7 I) ^( p, F _5 g
dividends to the date fixed for redemption.
4 C1 t( G, S/ W6 E8 @Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic% {* V* Z9 e6 Z+ u! Z! h$ t! |
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have# Z# R9 x5 Z' w: o% y. K& r/ A
the right, at their option, to convert, on February 25, 2014 and on
. `1 v, k% j- VS-4
, R& f& x |/ b, Q6 e' f/ yFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any# m; ^+ M7 p+ J8 w
or all of their Preferred Shares Series 18 into an equal number of Preferred
: t8 j9 W" ]* k0 ]. K* F$ _Shares Series 19 upon giving to the Bank notice thereof not earlier than
1 D4 a+ S! {9 ]0 j30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day, f# m# i6 d8 h! H* P+ T; R
preceding, a Series 18 Conversion Date.
, p. D2 l4 Y7 I$ AAutomatic Conversion If the Bank determines, after having taken into account all shares tendered+ |' f' n O% h" q
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
* d% }- k. ]. T) ^% p+ r/ FSeries 19, as the case may be, that there would be outstanding on such
3 j* j& }1 D9 y; ~Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
4 x5 Y( p2 m* Y+ csuch remaining number of Preferred Shares Series 18 will automatically be& o0 N. a: s! _% ^) p9 u3 O! B
converted on such Series 18 Conversion Date into an equal number of
4 o+ F& S$ ~ F% n5 N) Y/ k* \Preferred Shares Series 19. Additionally, if the Bank determines that, after
! ]. B. M" I8 W8 ~. Tconversion, there would be outstanding on such Series 18 Conversion Date
t7 u6 [) b' @less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares5 [% J& N8 r( O" U: j! t
Series 18 will be converted into Preferred Shares Series 19. n9 v s' c( Q3 o% C
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
: L( [* x3 W8 i0 N& GSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
9 x# `6 p Y+ c s2 J5 }1 jany meeting of the shareholders of the Bank unless and until the first time at) z) s7 E" y w ~- X( i3 u
which the Board of Directors has not declared the whole dividend on the
- E7 X3 z) J, a: hPreferred Shares Series 18 in any quarter. In that event, subject as$ G* z& }8 N+ m, [8 T' S
hereinafter provided, the holders of Preferred Shares Series 18 will be% ?' N: ^0 N$ {# E2 O( O
entitled to receive notice of, and to attend, meetings of shareholders at which
, e& f/ c& o& Y4 @7 fdirectors of the Bank are to be elected and will be entitled to one vote for6 r! I6 R+ P' H: q8 x/ C
each Preferred Share Series 18 held. The voting rights of the holders of the0 f* o# i7 `* A3 h1 K) t' e
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
9 i7 G" n" H) c0 }the first dividend on the Preferred Shares Series 18 to which the holders are0 F" A8 _ D1 U
entitled thereunder subsequent to the time such voting rights first arose until
n( J$ J9 Q! I5 Bsuch time as the Bank may again fail to declare the whole dividend on the7 h4 A0 E$ }% T& f# p8 L1 }
Preferred Shares Series 18 in respect of any quarter, in which event such
) a+ T6 T* D) ]0 P1 k# _, |voting rights will become effective again and so on from time to time.7 P/ @ {' k) i
Principal Characteristics of the Preferred Shares Series 194 N/ ^# a" _& |) ~/ t
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive" V, T% H8 ~: A- E. `
floating rate non-cumulative preferential cash dividends, as and when
+ t/ }4 A$ o- s. \6 _% ^# s7 Udeclared by the Board of Directors, subject to the provisions of the Bank Act," u4 z$ n- d/ |4 d2 c
payable quarterly on the 25th day of February, May, August and November
9 H# R( \, z+ p' I P$ s. W: I+ Min each year, in the amount per share determined by multiplying the
: `- w; ?- t0 F" Z* l; `- Gapplicable Quarterly Floating Dividend Rate by $25.00.5 V7 e8 Q% b1 {- Q& ^
On the 30th day prior to the commencement of the initial quarterly dividend) }0 r2 W- i, `; D w1 h& S
period beginning on February 25, 2014, and on the 30th day prior to the first, @7 a7 r- c' k$ |" f
day of each subsequent quarterly dividend period (the initial quarterly" Z" b8 M% U/ _ _
dividend period and each subsequent quarterly dividend period is referred to
3 `. H ~' {2 A pas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the5 C/ c% e7 ~/ o) L: `- a t/ a$ Q
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
3 _% u9 U. L+ U$ H: w; CPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
2 V& j2 m0 v4 p7 O% KT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
5 c% p' N% A/ relapsed in the applicable Quarterly Floating Rate Period divided by 365)
; I1 i& b' `; T9 d" o/ D7 Ddetermined on the 30th day prior to the first day of the applicable Quarterly
q3 Z, }: {. [% V5 e. }: C2 rFloating Rate Period.; X5 u% l- a7 c: n6 D5 H
S-52 i3 x' m: o; D5 j6 m& r0 D6 F
If the Board of Directors does not declare a dividend, or any part thereof, on; ?# r) f2 }7 m t
the Preferred Shares Series 19 on or before the dividend payment date for a
* H6 o, z8 _- F4 Bparticular quarter, then the entitlement of the holders of the Preferred
1 P( a7 W; g! _6 B$ ^Shares Series 19 to receive such dividend, or to any part thereof, for such3 J3 f$ C! s# F" T
quarter will be forever extinguished.( i: L2 B7 a; r( B! a3 g: n
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the$ |# _ j/ {- d$ H- B0 {2 e' k
Superintendent and to the provisions described below under the heading+ c3 E8 p2 e. S, K2 u! S" L$ K5 r
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
' u# X; T3 a; i9 {2 Y$ YSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
) P' J% _3 r5 z/ Z2 Ion not more than 60 nor less than 30 days’ notice, the Bank may redeem all
. e# \. b& N3 S4 L7 J3 cor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
7 a% }7 K e9 [option without the consent of the holder, by the payment of an amount in
% a# C* `# t8 v3 d$ F( C) Lcash for each such share so redeemed of (i) $25.00 together with all declared) U! c( G1 J ]& _) e
and unpaid dividends to the date fixed for redemption in the case of( F3 a: S3 U) ]8 R3 ~& ?- n
redemptions on February 25, 2019 and on February 25 every five years* K4 ?: M0 B! F0 w" D
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to& J1 `' k1 W* R ]9 F
the date fixed for redemption in the case of redemptions on any other date. Z- d, e. \# P j" |
on or after February 25, 2014.
: t5 `! B1 Y9 J; ?; j+ wConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
/ j( }; F, o* e- C) ]$ ]Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have4 n& l8 z8 v1 l9 I; Y& K0 q
the right, at their option, to convert, on February 25, 2019 and on" |' r7 y- M' L# S8 p& z# |/ G& o
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any1 |4 H5 ?6 R% T9 n
or all of their Preferred Shares Series 19 into an equal number of Preferred( j& A( t+ |4 w4 `
Shares Series 18 upon giving to the Bank written notice thereof not earlier
% {" s+ T6 d( ] Mthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
. t" ^: | `( w+ @, @' A15th day preceding, a Series 19 Conversion Date.
+ X% W& I) I M; y) Z- z8 y' y, zAutomatic Conversion If the Bank determines, after having taken into account all shares tendered4 z6 F5 H( p; @4 E: X
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
- _0 M! \% p* u2 k8 z5 ?# s* eSeries 18, as the case may be, that there would be outstanding on such
& F+ q# w( p& b! Y- eSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
5 j# f2 Q5 a. N m m- ~, T3 p4 Qsuch remaining number of Preferred Shares Series 19 will automatically be
" \! S1 A) I" i3 V; y. R5 g% Cconverted on such Series 19 Conversion Date into an equal number of
) H& o0 ]8 Z: a( r# ^; E$ P; ?6 I( A# CPreferred Shares Series 18. Additionally, if the Bank determines that, after
. n t B# @9 w2 q$ R: dconversion, there would be outstanding on such Series 19 Conversion Date
6 k8 n4 B2 z1 g# Y+ B( Oless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares- ]: E. h" t8 Q% R R$ ?1 x
Series 19 will be converted into Preferred Shares Series 18.
0 U* Q8 Q6 n+ G6 }: d3 DVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares. x0 S8 _, U2 D5 d% |
Series 19 will not be entitled as such to receive notice of, attend, or vote at,' d0 B# L) F7 `7 d& M' x6 @
any meeting of the shareholders of the Bank unless and until the first time at
z8 V/ z8 C2 U4 iwhich the Board of Directors has not declared the whole dividend on the
3 o- [8 r, o8 NPreferred Shares Series 19 in any quarter. In that event, subject as8 _# q( w/ n8 a7 H; C& W9 F
hereinafter provided, the holders of Preferred Shares Series 19 will be
- J# S# D" U$ hentitled to receive notice of, and to attend, meetings of shareholders at which" j* b; W8 y; M; R0 o( u. |
directors of the Bank are to be elected and will be entitled to one vote for
7 Z( M4 |: l6 Z/ c" R) x9 Peach Preferred Share Series 19 held. The voting rights of the holders of the
% v! C( ]) d4 R, e7 {; X, J" TPreferred Shares Series 19 will forthwith cease upon payment by the Bank of3 z7 @+ N* O0 n2 G- i
the first dividend on the Preferred Shares Series 19 to which the holders are3 I6 r& \& M/ i* _+ f( V, N
entitled thereunder subsequent to the time such voting rights first arose until! _! K4 d3 t5 Q+ |9 A! f& I
such time as the Bank may again fail to declare the whole dividend on the
3 X- ^, ^! i1 J8 {- dPreferred Shares Series 19 in respect of any quarter, in which event such1 `. X9 d. {; {0 K, M
voting rights will become effective again and so on from time to time.
1 r' p" J: j& V9 s' b5 GS-6; _ q5 _7 j" N( p
Priority: The preferred shares of each series of the Bank will rank on a parity with
3 m, |5 q4 b; ~$ Z& s, Fevery other series and are entitled to preference over the common shares of4 n& e7 Q/ I7 U, `+ c& X: M' p
the Bank and over any other shares of the Bank ranking junior to the
! I% e4 q! E8 M* {+ \: V; @/ ?preferred shares with respect to the payment of dividends and upon any4 p7 h9 o' H1 r' J( y# v! u. O8 J
distribution of assets in the event of the liquidation, dissolution or
7 T' C" R: i0 }# K7 t) jwinding-up of the Bank.
) w1 k8 z5 j! a Q, l1 g) TTax on Preferred Share The Bank will elect, in the manner and within the time provided under
. f' e5 n \& V7 O! p7 sDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares; q) o8 Z O/ P+ E3 |
Series 18 and Preferred Shares Series 19 will not be required to pay tax on- m# b2 ?$ s8 [7 k
dividends received on such shares under Part IV.1 of such Act. |
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