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发表于 2008-11-29 16:58
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下面是BMO的:
5 E; a' ]; _- o* iSUMMARY OF THE OFFERING
( d1 Q9 l/ \4 ]* p' q5 x/ |- MThis 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’’.+ f/ J) l \+ N* m l
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.2 Z# Q4 E$ h# k4 M# H
Amount: $150,000,000 (6,000,000 shares).9 T# d5 p- x6 e
Price and Yield: $25.00 per share to yield initially 6.50% per annum.* ~- ^ f6 Z7 V* ^7 G" Y
Principal Characteristics of the Preferred Shares Series 18
- ^( C3 C* r6 a3 D( SDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed) ?5 {+ e2 g$ q
non-cumulative preferential cash dividends, as and when declared by the; j) J) y8 o9 o8 C) h
Board of Directors, subject to the provisions of the Bank Act, for the initial
+ W g8 Q3 t- lperiod commencing on the closing date and ending on and including) M5 f X+ h, h9 P& h5 K* D* J# }
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
1 k. x4 G- \ C) V1 g25th day of February, May, August and November in each year, at a rate& D+ c, T& ~& U, e4 o2 u
equal to $0.40625 per share. The initial dividend, if declared, will be payable
& @! J/ X- w2 Y2 NMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
& i. Q* l: E* g- V: N1 q6 Zdate of December 11, 2008.
+ {- @5 `( F, OFor each five-year period after the Initial Fixed Rate Period (each, a
2 n+ l6 i" @ l7 R‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares7 B5 W S. i B# I) Y: ^
Series 18 will be entitled to receive fixed non-cumulative preferential cash
- n4 W E0 G- y8 z, G) Ydividends, as and when declared by the Board of Directors, subject to the8 ?& h9 J/ w0 f5 v, F' {: T
provisions of the Bank Act, payable quarterly on the 25th day of February,& i& G& Z( K. m' d9 r- `
May, August and November in each year, in the amount per share per annum* M& |0 {* T% U3 s5 V
determined by multiplying the Annual Fixed Dividend Rate applicable to
" o( q0 `1 ?2 }9 Tsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend. P, w6 h# c) L. K4 q& o
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the) Y3 n7 V- [7 f8 i: k) ]
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
6 O% x, }1 y' u4 s- y7 |of such Subsequent Fixed Rate Period and will be equal to the sum of the
4 {) r5 V) \- }$ t- o% G. Q7 _7 JGovernment of Canada Yield on the applicable Fixed Rate Calculation Date+ {5 I" _, g9 W: v# v( N
plus 3.83%.
1 f8 J8 P4 G+ ]0 ~, jIf the Board of Directors does not declare a dividend, or any part thereof, on
" N3 N! s0 m$ h$ |. U9 M# tthe Preferred Shares Series 18 on or before the dividend payment date for a
; _, l; C) i5 C% j; [particular quarter, then the entitlement of the holders of the Preferred
W, S0 p% Q: k" S- H& h7 |" p: ?Shares Series 18 to receive such dividend, or to any part thereof, for such
) r8 Z8 i# l& o' p% E6 C l$ ^! Equarter will be forever extinguished.: [5 f7 _* h9 ^$ x) d
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the# E8 Q. S/ q2 t: }" X% o
Superintendent and to the provisions described below under ‘‘Details of the
p" n& q* C" @3 f2 ]/ }Offering — Certain Provisions of the Preferred Shares Series 18 as a
- d& W9 e" ]/ l {$ \4 a* `6 O5 c) x& ]Series — Restrictions on Dividends and Retirement of Shares’’, on
" A5 w9 F' h: ?# t6 k% uFebruary 25, 2014 and on February 25 every five years thereafter, on not
- f$ ?9 D$ g! L; B! [more than 60 nor less than 30 days’ notice, the Bank may redeem all or any1 W" \* c: Z' Y- \" Y
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
- A4 U; ~3 n& V' X* m5 a2 Rwithout the consent of the holder, by the payment of an amount in cash for2 b) Z4 X( `# q( j' p8 G6 y
each such share so redeemed of $25.00 together with all declared and unpaid
9 M" l* M3 N+ \/ p' hdividends to the date fixed for redemption.
N9 ?# P& @7 W% L$ }Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic g* n& y" i$ Y9 p
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
3 }* f) ?8 G: f1 `$ qthe right, at their option, to convert, on February 25, 2014 and on; D( B/ E( K& ?
S-4
8 Z& Y7 t5 |" E3 O! ?8 K( YFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any0 I0 k( y! \$ c! F7 x7 ?
or all of their Preferred Shares Series 18 into an equal number of Preferred
. j; E$ [- y, s1 u* r) mShares Series 19 upon giving to the Bank notice thereof not earlier than2 b+ f( i1 d: u
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
3 Z5 i k' }. ~ Z# t2 c. xpreceding, a Series 18 Conversion Date.
; g6 ^5 M( T( UAutomatic Conversion If the Bank determines, after having taken into account all shares tendered1 D2 r) W8 A+ W3 I
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares6 K7 A# u5 p! a& B! z6 o
Series 19, as the case may be, that there would be outstanding on such1 P/ w. G4 B* M1 ^$ s0 ]5 n7 H
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,3 }& N/ e0 F! P# n5 O" x% x$ u
such remaining number of Preferred Shares Series 18 will automatically be
2 Y- U" F' v: d$ M3 E$ Rconverted on such Series 18 Conversion Date into an equal number of6 ]. ]0 k1 i, m" J# F
Preferred Shares Series 19. Additionally, if the Bank determines that, after8 y$ b- n! b2 N+ J8 ?' F% J
conversion, there would be outstanding on such Series 18 Conversion Date
/ G) m. ]( h! [" S; j. |: T& D& Y& Xless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares% @, G) R& s' h" j
Series 18 will be converted into Preferred Shares Series 19.3 h1 J: v; F) m( o+ t; Y
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
; o/ K: U( M: Q# ?& v! ]Series 18 will not be entitled as such to receive notice of, attend, or vote at,
, ?1 y$ }' k2 h1 r Q1 nany meeting of the shareholders of the Bank unless and until the first time at8 ^5 X+ l; x' N; E+ h2 e
which the Board of Directors has not declared the whole dividend on the6 h8 ]1 x6 X/ Y# L. n' j8 G/ p! s7 z
Preferred Shares Series 18 in any quarter. In that event, subject as5 w4 z* G }5 {
hereinafter provided, the holders of Preferred Shares Series 18 will be
' \8 e/ V9 r" @ x9 p/ A% l. @. dentitled to receive notice of, and to attend, meetings of shareholders at which
$ C) L% t7 R4 q' zdirectors of the Bank are to be elected and will be entitled to one vote for6 ^ S* O# u, J. H6 g/ S
each Preferred Share Series 18 held. The voting rights of the holders of the
+ P" J3 v8 \6 sPreferred Shares Series 18 will forthwith cease upon payment by the Bank of; V; M2 a5 ^0 d7 ~" f
the first dividend on the Preferred Shares Series 18 to which the holders are# R( `7 W" R, J( s
entitled thereunder subsequent to the time such voting rights first arose until0 m' o2 \6 s, V" [
such time as the Bank may again fail to declare the whole dividend on the9 q. s q+ | t; q' G5 V7 N- o' }- p
Preferred Shares Series 18 in respect of any quarter, in which event such. h; b6 x$ d' G! z% E6 B; k4 v
voting rights will become effective again and so on from time to time." x9 I: E, t1 P/ p8 b: S
Principal Characteristics of the Preferred Shares Series 19
1 B$ O) a! X8 lDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
7 ` R5 {' h2 k9 G6 ~floating rate non-cumulative preferential cash dividends, as and when
$ A7 F. N. s @declared by the Board of Directors, subject to the provisions of the Bank Act,
6 d1 U: ~$ e" ~- rpayable quarterly on the 25th day of February, May, August and November
# w; Y+ k0 w5 i. V- H: u% G! ^in each year, in the amount per share determined by multiplying the2 F3 p3 z# c& j& h/ `
applicable Quarterly Floating Dividend Rate by $25.00.8 U7 _! r5 M; V3 v4 i [
On the 30th day prior to the commencement of the initial quarterly dividend
% m, r& O4 L1 s$ mperiod beginning on February 25, 2014, and on the 30th day prior to the first: u1 L1 z" q0 e0 ^" O
day of each subsequent quarterly dividend period (the initial quarterly! f0 p; C- |& w4 x5 i6 f' M b
dividend period and each subsequent quarterly dividend period is referred to
) B% a$ J: u( B. Kas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the0 `7 m- e$ y+ F4 a
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate8 w9 _ q2 Z; N% y
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
2 |! f/ i% P! g# ~3 M: `4 ]+ U" FT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
$ f! V# u$ @- l- T0 O/ Celapsed in the applicable Quarterly Floating Rate Period divided by 365)
" m( Z! o1 a% Q' d+ X0 X5 T! Tdetermined on the 30th day prior to the first day of the applicable Quarterly6 m+ L8 E: V6 R& f+ \/ k' u ` w# s
Floating Rate Period.! K5 {; d& x+ e0 h
S-5
$ P% S6 ` O2 z8 yIf the Board of Directors does not declare a dividend, or any part thereof, on
9 p: x4 h6 u" [* g8 C( _2 Vthe Preferred Shares Series 19 on or before the dividend payment date for a' i' }8 @8 x' M' R
particular quarter, then the entitlement of the holders of the Preferred
. J k8 G4 m4 h$ H% _! @Shares Series 19 to receive such dividend, or to any part thereof, for such! R E8 t; ^2 L' D
quarter will be forever extinguished.1 R3 a) X1 V h8 v
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
1 h, O) ^: ^4 a9 y0 | gSuperintendent and to the provisions described below under the heading6 q6 Q. g q/ ^6 E: m3 _
‘‘Details of the Offering — Certain Provisions of the Preferred Shares8 c# c$ @* n, h) R9 h z
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
2 n" b, y; p6 V1 j7 j: r; oon not more than 60 nor less than 30 days’ notice, the Bank may redeem all# d8 M& Y6 c ]! n) A* _# [
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s; A+ M0 E2 T) z9 @
option without the consent of the holder, by the payment of an amount in
3 I! `; H: D$ Q) r0 v! o# @cash for each such share so redeemed of (i) $25.00 together with all declared4 o; q4 e. l4 ]/ h/ \9 W
and unpaid dividends to the date fixed for redemption in the case of
' D1 }5 t9 L! }; \redemptions on February 25, 2019 and on February 25 every five years0 P, ?- F" _5 x% ]1 v0 `
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to; v. z( {) g: ?/ ?! v* ]3 h
the date fixed for redemption in the case of redemptions on any other date0 U0 C5 V8 n; a, B
on or after February 25, 2014.
6 w* k% @% t! ]+ Y4 GConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
/ v4 I% u+ Z1 g7 r- G/ \6 @Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have& V, z3 W, P" `1 m9 Q/ {
the right, at their option, to convert, on February 25, 2019 and on& H0 W* T# P$ `7 ?6 I s
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
9 C/ H) H( d1 |' h, M" ]or all of their Preferred Shares Series 19 into an equal number of Preferred" O5 k/ X: m4 Y7 \ w
Shares Series 18 upon giving to the Bank written notice thereof not earlier
: f0 v. G1 [7 a1 y# \7 e, J, \6 Mthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
' ^$ e" k6 V+ l6 E15th day preceding, a Series 19 Conversion Date.8 ^9 }& q* t3 G0 z9 `" T( k s
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
7 y: s7 B% G; p. R/ oProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
2 e. _3 Y O* x3 |) _% ]# BSeries 18, as the case may be, that there would be outstanding on such
0 H$ R: A* ?, E6 u0 k# F# y2 |$ U; n, KSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
5 ~. d( ^. O: S) psuch remaining number of Preferred Shares Series 19 will automatically be' A! e/ T$ `9 {0 j, V# o
converted on such Series 19 Conversion Date into an equal number of
9 S& j" S6 p3 ^3 q$ R2 s9 X, T; E1 NPreferred Shares Series 18. Additionally, if the Bank determines that, after A5 r* \' X& _' G& C1 a3 r; ]
conversion, there would be outstanding on such Series 19 Conversion Date! i' e8 t! \" W M* B- r
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares8 g* G$ _: V' p k' v. ?9 K
Series 19 will be converted into Preferred Shares Series 18.$ Q( Y9 H7 T/ e( v
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
2 `- j0 A9 H. @/ |5 ~+ |Series 19 will not be entitled as such to receive notice of, attend, or vote at,
$ h$ o9 \. l M- Eany meeting of the shareholders of the Bank unless and until the first time at
{ ?* q/ W- g" swhich the Board of Directors has not declared the whole dividend on the
( a. N: X1 f! x) z8 X, \: ePreferred Shares Series 19 in any quarter. In that event, subject as
: Y, T O7 f* x' d( E3 V3 n* @3 Ihereinafter provided, the holders of Preferred Shares Series 19 will be
s5 a% C: R8 D7 D/ ?& U9 Hentitled to receive notice of, and to attend, meetings of shareholders at which
$ g( g! T0 Z0 x* {/ Hdirectors of the Bank are to be elected and will be entitled to one vote for
, W, U. A7 D1 yeach Preferred Share Series 19 held. The voting rights of the holders of the
' T" a, d) u- FPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
7 z. \& V: @$ p: uthe first dividend on the Preferred Shares Series 19 to which the holders are9 e4 E+ M2 ?5 Z
entitled thereunder subsequent to the time such voting rights first arose until
7 j' ~4 ]* x3 G& G* v& \6 vsuch time as the Bank may again fail to declare the whole dividend on the
6 W" R4 ?* Y& h. I9 tPreferred Shares Series 19 in respect of any quarter, in which event such9 p6 ^0 ~2 `5 j. k- I
voting rights will become effective again and so on from time to time.
' y2 h4 T2 Q! Z9 K5 L8 P: E6 {, @8 lS-6
J# Z7 n8 g7 wPriority: The preferred shares of each series of the Bank will rank on a parity with
# U9 T4 G2 D$ D% ]5 k$ Aevery other series and are entitled to preference over the common shares of( P4 Q5 t5 x) ~. ? B
the Bank and over any other shares of the Bank ranking junior to the/ Q- |, r* F: j E0 t
preferred shares with respect to the payment of dividends and upon any9 ^( k1 E) v# x' K- X6 L/ n5 a
distribution of assets in the event of the liquidation, dissolution or
5 ~; x+ [9 @ R6 jwinding-up of the Bank.3 Y7 s* {: e4 \% f
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under: Z; Y; ]: i& j7 ]- A3 g
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
& Y/ @8 r' q1 w7 R! z; CSeries 18 and Preferred Shares Series 19 will not be required to pay tax on7 d6 T. r) s& q% D
dividends received on such shares under Part IV.1 of such Act. |
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