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发表于 2008-11-29 16:58
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下面是BMO的:
4 O* z- H7 I5 L; [SUMMARY OF THE OFFERING
: \/ f- z0 j, W5 W3 E4 P! v0 eThis 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’’.$ Q( V) r7 k5 _' e& O: n
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18., i, p* ^& B4 F& Y1 j3 ]
Amount: $150,000,000 (6,000,000 shares).
$ `! G9 J, @4 ^: uPrice and Yield: $25.00 per share to yield initially 6.50% per annum." w" p7 h+ k, V' j3 W
Principal Characteristics of the Preferred Shares Series 18; L6 r* _( ?% d1 k$ B; a- [ e1 r
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed" M5 }$ ?2 B' t9 U0 N4 S; G& r" |
non-cumulative preferential cash dividends, as and when declared by the
8 K( g0 E+ S8 r KBoard of Directors, subject to the provisions of the Bank Act, for the initial
" b% ^" B% z* X' S# T$ e9 U8 X/ _period commencing on the closing date and ending on and including: Z. j- ]* G2 X- [6 A! _# H2 }" @
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
) P8 ]" \& H2 j8 ^- G9 ]25th day of February, May, August and November in each year, at a rate
4 P: }- O2 y* Y" i9 hequal to $0.40625 per share. The initial dividend, if declared, will be payable
) B5 p& a0 m4 \* P5 {May 25, 2009 and will be $0.73459 per share, based on the anticipated closing3 m( k5 E- i& V8 x& S1 G
date of December 11, 2008.
( U4 \* [1 o6 j" Q4 WFor each five-year period after the Initial Fixed Rate Period (each, a
3 y* L$ V+ U) [6 i+ A‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
9 Z- y# g5 f& W6 |Series 18 will be entitled to receive fixed non-cumulative preferential cash2 k; r/ M: ^( |$ T; M9 {& I
dividends, as and when declared by the Board of Directors, subject to the
8 {( {8 O' A. f* t# n$ Vprovisions of the Bank Act, payable quarterly on the 25th day of February,
! A$ v M1 Q# L( o, A2 vMay, August and November in each year, in the amount per share per annum
* f, }% k" n' L5 n! }, d, G m/ W' ddetermined by multiplying the Annual Fixed Dividend Rate applicable to/ z+ Z- S+ g0 k0 ^4 p. y; W5 }
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend4 a' k: {* Q7 D6 ]4 d P' X
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
* O' A7 P) q' J" d6 @7 k3 nBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day- k: e/ [( x/ A3 b1 |
of such Subsequent Fixed Rate Period and will be equal to the sum of the5 N1 y$ W$ r; T% g; x9 u' |+ g
Government of Canada Yield on the applicable Fixed Rate Calculation Date
' P. V! ?7 V8 K" ^5 Z( o, Rplus 3.83%.
; p" y& V3 Z2 n1 E ZIf the Board of Directors does not declare a dividend, or any part thereof, on
% Q& I1 _( \1 i3 ^$ K( i3 J3 Uthe Preferred Shares Series 18 on or before the dividend payment date for a n1 c5 V4 f( a6 g+ j- a/ ^( j1 a3 X
particular quarter, then the entitlement of the holders of the Preferred' {! b! r7 D) B% W" N
Shares Series 18 to receive such dividend, or to any part thereof, for such7 S+ V; T* U) ?2 B
quarter will be forever extinguished.
, O& J3 M) |, B9 ~8 g* iRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
/ ^* o8 ?' C7 J8 {! P. XSuperintendent and to the provisions described below under ‘‘Details of the& t* c% X' [( _( j7 Y
Offering — Certain Provisions of the Preferred Shares Series 18 as a( ^6 G3 V$ U- P7 w
Series — Restrictions on Dividends and Retirement of Shares’’, on
3 ?, |3 P8 L7 N. i4 y; L7 LFebruary 25, 2014 and on February 25 every five years thereafter, on not8 h4 R+ U8 C, P# b1 g. }' T% h$ o
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any F9 r# S! L8 M+ F
part of the then outstanding Preferred Shares Series 18, at the Bank’s option0 V% X6 t' n# k3 d/ a$ B
without the consent of the holder, by the payment of an amount in cash for% a7 N9 T2 g1 B% i# `3 ^0 q: Q# h F- J
each such share so redeemed of $25.00 together with all declared and unpaid
# P. q' z9 p; d% A# cdividends to the date fixed for redemption.
1 {7 w" k: U! ]( n* a0 c3 OConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
9 \8 _# E: ~: B- T: T- `6 \6 [5 wShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
' q, G3 M0 \' tthe right, at their option, to convert, on February 25, 2014 and on
# R6 n+ R# j- {/ vS-46 C! ^& p; {) E9 Y0 T% L. @4 B9 W& Z
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any% C8 O4 Z- {8 s1 a% V
or all of their Preferred Shares Series 18 into an equal number of Preferred
' \8 E$ W# i$ J% JShares Series 19 upon giving to the Bank notice thereof not earlier than
1 t1 K& _/ j/ X30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day1 Z9 ~& ?* \1 i- k8 j$ i
preceding, a Series 18 Conversion Date.
6 [ @3 L3 e9 w t8 jAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
9 U g: e- `& [0 X5 m4 TProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
0 B! w) ?4 J. k' }; c2 X& oSeries 19, as the case may be, that there would be outstanding on such" @8 |' R1 L& S7 j
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
" r& b# q2 Q# O4 ~such remaining number of Preferred Shares Series 18 will automatically be4 I- g0 K: l+ I- V% H! j- l3 w) k; a8 ~
converted on such Series 18 Conversion Date into an equal number of
& \& z7 ]& y2 Z, X* u3 jPreferred Shares Series 19. Additionally, if the Bank determines that, after- a; t9 O' S4 U% c6 B; e, u3 N
conversion, there would be outstanding on such Series 18 Conversion Date
3 g7 X$ ?: n# E1 G- O' H0 Fless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares3 K( }1 b" E9 M$ T- s! M! N
Series 18 will be converted into Preferred Shares Series 19.
' \6 i3 u; e8 E( V! w7 d J& F: YVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares7 Z+ y+ e m0 V0 ^
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
/ ]& ]3 U8 Y: i7 a8 }1 J1 Jany meeting of the shareholders of the Bank unless and until the first time at
; [& r9 ~& I# x' y* \# l3 d: E5 ~which the Board of Directors has not declared the whole dividend on the
! x( t! A& k/ h" N( [Preferred Shares Series 18 in any quarter. In that event, subject as. Q& c% d- {% `* @& X
hereinafter provided, the holders of Preferred Shares Series 18 will be8 v( S; m2 v& S: \/ G$ f% o
entitled to receive notice of, and to attend, meetings of shareholders at which
5 r7 V+ E: i0 A# p1 Fdirectors of the Bank are to be elected and will be entitled to one vote for! t+ x4 f3 [7 \- ]
each Preferred Share Series 18 held. The voting rights of the holders of the
% X- x" k4 i7 G- B' h7 ZPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
5 i* p8 L/ x8 L) s/ j$ o8 dthe first dividend on the Preferred Shares Series 18 to which the holders are# l' Q! P5 g5 V% Q+ i+ M7 b C) j
entitled thereunder subsequent to the time such voting rights first arose until3 {5 f a% {* H/ s' n: q
such time as the Bank may again fail to declare the whole dividend on the
$ A R. H1 a* `( M6 sPreferred Shares Series 18 in respect of any quarter, in which event such
% f' z8 ~9 O$ d. W( V# ^' m0 D! [voting rights will become effective again and so on from time to time.( h' |% Y" {% ]! S/ |8 @
Principal Characteristics of the Preferred Shares Series 19
, p- U" P6 f) W( s% |% QDividends: The holders of the Preferred Shares Series 19 will be entitled to receive& Z/ J8 A" b3 _& r* O
floating rate non-cumulative preferential cash dividends, as and when! t, W- h3 r8 u7 X. F0 Y% y
declared by the Board of Directors, subject to the provisions of the Bank Act,
2 f+ N% P; x! E$ x8 Upayable quarterly on the 25th day of February, May, August and November8 B) g. O! C$ U4 y8 N
in each year, in the amount per share determined by multiplying the0 h, ~+ G5 Q2 G( h8 r" J- B% t8 K
applicable Quarterly Floating Dividend Rate by $25.00. s3 x! O* y1 ?( n" ~' O/ ?
On the 30th day prior to the commencement of the initial quarterly dividend
: f9 Z; F! W: z2 Cperiod beginning on February 25, 2014, and on the 30th day prior to the first2 o' T. P9 e; _5 u6 C! h0 f
day of each subsequent quarterly dividend period (the initial quarterly: v; C9 |# r" Z1 p2 E V0 m$ b
dividend period and each subsequent quarterly dividend period is referred to
7 Y1 Y7 y/ A9 yas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
% q$ [# q( R0 M Q. C1 uQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate9 O( h. f3 ^! c% u& L
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the! ]. ]1 o6 j9 R9 i, ]2 F
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
4 n' W3 z0 a# f2 C& _: k, i# jelapsed in the applicable Quarterly Floating Rate Period divided by 365)! @5 W$ O) N5 B9 w% S
determined on the 30th day prior to the first day of the applicable Quarterly
9 N& L$ ~. r% W. G* iFloating Rate Period.
- L8 u4 y5 u j" m4 S/ @) OS-5; s D9 I& G- Q9 A# h# O9 \* j
If the Board of Directors does not declare a dividend, or any part thereof, on
3 }/ Q$ A' h' p5 @# rthe Preferred Shares Series 19 on or before the dividend payment date for a1 j- s! T! {; [, x
particular quarter, then the entitlement of the holders of the Preferred5 `- T0 {- P6 e" G; s R. A9 Q
Shares Series 19 to receive such dividend, or to any part thereof, for such
! |5 O, K) z- l8 yquarter will be forever extinguished./ y* l3 P" z+ `0 i- {3 F: S
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the) _$ s. o1 @8 G0 d) j/ v
Superintendent and to the provisions described below under the heading
9 p0 {0 p' v/ M7 f7 v‘‘Details of the Offering — Certain Provisions of the Preferred Shares
+ B. ~/ N) p9 ?; ESeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
) a1 K5 u0 J# T w+ E8 V' s( c7 f- Ron not more than 60 nor less than 30 days’ notice, the Bank may redeem all
# B/ I# l" _/ |6 e% Oor any part of the then outstanding Preferred Shares Series 19, at the Bank’s% D9 P, f; e4 y/ U, t! g
option without the consent of the holder, by the payment of an amount in
0 b2 I9 {4 K) W2 X6 j' T4 w7 i3 r: ?8 Mcash for each such share so redeemed of (i) $25.00 together with all declared
N9 V1 f1 U9 Y1 d$ p" ]and unpaid dividends to the date fixed for redemption in the case of
6 }7 c& n9 D8 ~2 |9 H: Predemptions on February 25, 2019 and on February 25 every five years; c; {' s9 @9 C7 B5 G' g; ]
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
* W: Z) O0 I. Qthe date fixed for redemption in the case of redemptions on any other date
# M1 L$ p; ^: x4 _6 k% Hon or after February 25, 2014.3 b2 ]4 L5 L7 P- m+ ?
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic$ g4 m5 D2 P+ D: t1 b
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
/ H0 F: h+ d$ t- H4 N4 c! gthe right, at their option, to convert, on February 25, 2019 and on
9 S* a; X6 n+ A; W5 v9 J* XFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any" q4 V$ @# [9 q" x! C3 N
or all of their Preferred Shares Series 19 into an equal number of Preferred
$ }, K. {4 t$ y$ LShares Series 18 upon giving to the Bank written notice thereof not earlier
" C. ?0 B: O3 ?9 G% vthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
, J2 m, b/ r( C* H2 Q: u15th day preceding, a Series 19 Conversion Date.5 c) x+ i c' ?3 V1 x
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
: q8 L. O) g6 r: W2 i" jProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares {+ H4 F! j! v6 }4 W
Series 18, as the case may be, that there would be outstanding on such
/ K) s; {, ]8 S/ [ V, SSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
8 V K, O6 @9 |5 P4 w8 C' Qsuch remaining number of Preferred Shares Series 19 will automatically be
( j& ^7 ]% h1 l0 e9 v6 m' B$ r2 D& G; yconverted on such Series 19 Conversion Date into an equal number of: f5 n3 J1 ^ J+ Z
Preferred Shares Series 18. Additionally, if the Bank determines that, after
! t' k% L+ h% o) z3 y" b. Kconversion, there would be outstanding on such Series 19 Conversion Date/ m. x( g0 ~* }
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
5 ~ |& Y, L3 q5 B- q8 gSeries 19 will be converted into Preferred Shares Series 18.
8 p8 Z' M* |1 WVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares, N, l- k; n }
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
7 R }1 x. F# J" j0 R: K4 t: [any meeting of the shareholders of the Bank unless and until the first time at! g K: ?6 F7 L, q: N- e
which the Board of Directors has not declared the whole dividend on the% @& U. [. X4 I j1 \! z& l
Preferred Shares Series 19 in any quarter. In that event, subject as
* T( O2 I V+ Jhereinafter provided, the holders of Preferred Shares Series 19 will be+ j) D! C. T$ t
entitled to receive notice of, and to attend, meetings of shareholders at which
' u) n2 o e/ E; m+ rdirectors of the Bank are to be elected and will be entitled to one vote for
& x$ X. v; I5 h. |! j0 W/ b# T Ueach Preferred Share Series 19 held. The voting rights of the holders of the
: y! O# ?3 D0 i. {% x1 e/ {, ^, YPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
6 p% G6 G) t1 y3 @the first dividend on the Preferred Shares Series 19 to which the holders are8 I- q! `6 v( X1 J2 o
entitled thereunder subsequent to the time such voting rights first arose until
" z0 U8 s: c1 H- N: r- Dsuch time as the Bank may again fail to declare the whole dividend on the# f4 r8 m; j# o
Preferred Shares Series 19 in respect of any quarter, in which event such
7 E$ \, M# q4 Qvoting rights will become effective again and so on from time to time.3 X" w, ]* u! `" l1 z# l
S-6
! t6 p! m; |8 K5 `Priority: The preferred shares of each series of the Bank will rank on a parity with
. T; k3 M# W+ Gevery other series and are entitled to preference over the common shares of
$ M f& A4 ]5 x3 ?/ gthe Bank and over any other shares of the Bank ranking junior to the& ^+ E" V/ D1 D6 a) b
preferred shares with respect to the payment of dividends and upon any
) ?* r4 M' I8 b4 k: T" ddistribution of assets in the event of the liquidation, dissolution or
, F# |5 M. h/ C. Q5 cwinding-up of the Bank.3 D( ?. w, ~- q
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under* U+ F4 I# {% @9 W
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares t/ J$ g `" O( G* d- v* \
Series 18 and Preferred Shares Series 19 will not be required to pay tax on7 h0 A5 E2 i6 m* |' o
dividends received on such shares under Part IV.1 of such Act. |
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