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发表于 2008-11-29 16:58
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下面是BMO的:
( v& o3 D4 y7 G/ p, ^, {SUMMARY OF THE OFFERING }$ o7 R ^$ V9 y
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’’.
; [9 y( |) X! IIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
6 p/ n% O6 D* V: ~: n/ KAmount: $150,000,000 (6,000,000 shares).
) k4 }+ a% F9 I) k+ W7 g% W5 sPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
/ O- F$ `8 w7 _5 N4 sPrincipal Characteristics of the Preferred Shares Series 18
0 y5 a% z9 E- U! fDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed$ v. e+ ]# T" G! Z% ~0 q
non-cumulative preferential cash dividends, as and when declared by the* j( W& x. v8 S8 c8 B* c- a, W+ \3 o/ Q# Q
Board of Directors, subject to the provisions of the Bank Act, for the initial" w, j7 M' {; i7 K
period commencing on the closing date and ending on and including8 F3 t" X) r2 k/ o+ B
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
7 N# |! B9 ]/ Y8 @, A25th day of February, May, August and November in each year, at a rate! ?0 X7 v7 u& `
equal to $0.40625 per share. The initial dividend, if declared, will be payable
6 W9 K1 `# b# o# G: ~, k# MMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
" t% ~' q+ x8 e& Kdate of December 11, 2008.7 W* [, ~' |+ I2 s+ Z) c; B
For each five-year period after the Initial Fixed Rate Period (each, a
6 F3 M& Y& F+ U& ]& {‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
3 e/ J8 R/ J, T; {; U4 @1 o6 ASeries 18 will be entitled to receive fixed non-cumulative preferential cash
5 s+ p0 H9 Y C9 z9 x/ w- _7 Rdividends, as and when declared by the Board of Directors, subject to the. Q4 q) T/ ?7 h5 H: h9 L" c. h
provisions of the Bank Act, payable quarterly on the 25th day of February,
8 z2 F9 g* @/ C* X1 n# }# r- vMay, August and November in each year, in the amount per share per annum4 `- h' P& F/ m: c
determined by multiplying the Annual Fixed Dividend Rate applicable to1 `9 T1 @% Z) U5 n5 V' K
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
1 v: f9 g( D+ U6 D1 j& R1 y) D7 ?/ `Rate for the ensuing Subsequent Fixed Rate Period will be determined by the* n) h& L! W$ u: h+ M
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
2 n' S$ W) Q: cof such Subsequent Fixed Rate Period and will be equal to the sum of the! c2 L# p @! Q- V6 v0 T. {/ e
Government of Canada Yield on the applicable Fixed Rate Calculation Date
2 }6 t# x4 E' i$ O ?plus 3.83%.
4 F' e3 Z7 l* H* r* y6 qIf the Board of Directors does not declare a dividend, or any part thereof, on; P6 J, Y: }. v0 F" x* e; m" p
the Preferred Shares Series 18 on or before the dividend payment date for a7 q. j l5 S7 t$ e) L* r' s
particular quarter, then the entitlement of the holders of the Preferred9 ]0 q* g' Z/ ~2 w- M# P! J
Shares Series 18 to receive such dividend, or to any part thereof, for such4 t- w" A' z) K) h! L
quarter will be forever extinguished.
$ P+ k0 |9 V; a) iRedemption: Subject to the provisions of the Bank Act and to the prior consent of the+ y, e4 _8 z. ?3 H" n! ~
Superintendent and to the provisions described below under ‘‘Details of the
9 F8 X6 x: U( h* n6 u: kOffering — Certain Provisions of the Preferred Shares Series 18 as a/ J$ K; o" w- i3 Y* |, R
Series — Restrictions on Dividends and Retirement of Shares’’, on
7 Y3 H5 l" |& W8 MFebruary 25, 2014 and on February 25 every five years thereafter, on not' u, ?! }. ^- t4 j
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any4 D6 @5 b2 u+ k' k0 X1 q I# F
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
2 m: K% n7 K1 b5 V. Q, n' `without the consent of the holder, by the payment of an amount in cash for
! F, O3 N, o) ieach such share so redeemed of $25.00 together with all declared and unpaid
+ s2 }. [2 a. z( I) v3 cdividends to the date fixed for redemption.6 r6 W6 ?- F1 J/ U
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
% i' |( |' e9 V* d" W: m$ ^Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
+ F! Q0 B' }4 `8 L7 R6 x6 }+ Jthe right, at their option, to convert, on February 25, 2014 and on% S f+ h# v5 k
S-4( c' G8 G4 j* E0 z
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any7 U- Q0 P7 l% s* w3 h
or all of their Preferred Shares Series 18 into an equal number of Preferred* [8 u G9 Q5 u! u
Shares Series 19 upon giving to the Bank notice thereof not earlier than! N6 e p: w3 I6 Q9 }
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day+ u; u/ W) l& ~3 \; R/ ?. w1 v4 K
preceding, a Series 18 Conversion Date.' s( J. E7 P- @# O
Automatic Conversion If the Bank determines, after having taken into account all shares tendered# J5 b% V$ e& C/ e% e+ o- G
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
* a5 v; c! \% M; m8 K |8 cSeries 19, as the case may be, that there would be outstanding on such, V* l5 U8 t3 P
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
1 T1 d( X8 \4 Osuch remaining number of Preferred Shares Series 18 will automatically be
! y3 n/ g& ~, |9 K& F0 Uconverted on such Series 18 Conversion Date into an equal number of
$ ^' i& g5 H7 T) LPreferred Shares Series 19. Additionally, if the Bank determines that, after% _& k% }+ p' D3 }! e+ `* N
conversion, there would be outstanding on such Series 18 Conversion Date
0 v8 z+ G1 `/ q+ L# tless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares& b/ `1 i" D/ q8 p
Series 18 will be converted into Preferred Shares Series 19.
& u* @9 t \; Y9 hVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares& Z& \! a& T8 I* z' m8 F& V% N
Series 18 will not be entitled as such to receive notice of, attend, or vote at,- \0 N' J- i! R5 A/ y
any meeting of the shareholders of the Bank unless and until the first time at2 K; S# q+ n+ O3 K( `5 R; j
which the Board of Directors has not declared the whole dividend on the
. B. X) o) M4 v6 C. NPreferred Shares Series 18 in any quarter. In that event, subject as
3 S' d5 w7 B5 a+ U0 ]% p* E# khereinafter provided, the holders of Preferred Shares Series 18 will be
/ A0 y F* |* C+ @+ m9 L {- hentitled to receive notice of, and to attend, meetings of shareholders at which" D) Q3 [' Z$ l. P( n0 ^2 S- t
directors of the Bank are to be elected and will be entitled to one vote for$ y8 ]! |8 ]4 a" h; C+ Y
each Preferred Share Series 18 held. The voting rights of the holders of the0 r f" t* |% V: s
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
/ \' H* y) x1 V, fthe first dividend on the Preferred Shares Series 18 to which the holders are% Q0 o( o* \. w9 c) t
entitled thereunder subsequent to the time such voting rights first arose until6 N! p$ ?6 a' t( M) y' r4 Y( c6 ^
such time as the Bank may again fail to declare the whole dividend on the
) w, t, v, g3 M$ h' h- rPreferred Shares Series 18 in respect of any quarter, in which event such
3 v; G3 t6 r3 U, A0 T- Ivoting rights will become effective again and so on from time to time.
X! g% U x9 d2 DPrincipal Characteristics of the Preferred Shares Series 19! Q- [2 c1 a4 @5 W
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive3 G0 a# x! x- \
floating rate non-cumulative preferential cash dividends, as and when+ u; V7 e' Y. h
declared by the Board of Directors, subject to the provisions of the Bank Act,$ s2 ~4 }. P* C$ z l( Q( U
payable quarterly on the 25th day of February, May, August and November
% q, E& f$ Q0 Y- n e8 h) x9 pin each year, in the amount per share determined by multiplying the8 r8 z$ J+ j% |( n% _
applicable Quarterly Floating Dividend Rate by $25.00.& b- o- C" w9 ~4 A- Y) V
On the 30th day prior to the commencement of the initial quarterly dividend
$ D4 [* g( ?4 J' R7 \3 c" iperiod beginning on February 25, 2014, and on the 30th day prior to the first
% n& p! O; a% A& T Nday of each subsequent quarterly dividend period (the initial quarterly
& ~8 W) Q2 a8 W( c- N% ydividend period and each subsequent quarterly dividend period is referred to& Q0 p: M( Y# e
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
+ B% L2 W, v. OQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
. d3 u: r0 X$ [, i NPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
; K3 [: U! w+ y0 _ n$ [T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
* u' @/ m) M8 V# {elapsed in the applicable Quarterly Floating Rate Period divided by 365)
- S" r* U: f, R: Z, Q, n1 xdetermined on the 30th day prior to the first day of the applicable Quarterly
/ E+ I# P! O7 c3 `8 y9 SFloating Rate Period.
5 ?% a7 A, p5 [: ^S-58 Z4 D1 Y( N; W: |: Y" U
If the Board of Directors does not declare a dividend, or any part thereof, on
5 \2 B2 x5 `* s Q. ]1 e8 y! Z6 Pthe Preferred Shares Series 19 on or before the dividend payment date for a. k' E$ S! W/ r/ g
particular quarter, then the entitlement of the holders of the Preferred4 G6 X' P; q# b) w$ E
Shares Series 19 to receive such dividend, or to any part thereof, for such
1 |& N) t1 b- ?3 \+ iquarter will be forever extinguished.
4 k/ H' z$ J- ?7 ]' a1 \9 pRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
, d4 e: B! C) D& ^: `5 Z! @Superintendent and to the provisions described below under the heading4 ?/ J3 Q: R% K& Z% V ~" f
‘‘Details of the Offering — Certain Provisions of the Preferred Shares: T) v" \& p/ [9 e& d5 n9 z
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
9 T. c! x: E4 ?on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
4 K9 A# k; m8 R' Y- e/ Ror any part of the then outstanding Preferred Shares Series 19, at the Bank’s. H3 P7 J/ H" }, V
option without the consent of the holder, by the payment of an amount in
% @ q G4 u/ | pcash for each such share so redeemed of (i) $25.00 together with all declared1 K- O! w9 r) [0 b; ~7 W
and unpaid dividends to the date fixed for redemption in the case of
$ `8 `0 I$ D. d, aredemptions on February 25, 2019 and on February 25 every five years/ B9 T4 D. ^. T$ E0 X$ b& M
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to6 c( b7 [, M: @
the date fixed for redemption in the case of redemptions on any other date
+ u2 i; O# h+ ]/ f$ j; w" w3 K i2 von or after February 25, 2014.2 L5 n$ C i% N" v4 O8 n
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
T7 Y5 X) g2 P9 E- GShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have# D0 G8 w0 {) H# }& ~% _1 d3 y. j
the right, at their option, to convert, on February 25, 2019 and on0 [5 ?2 |8 }9 H: |+ n/ j
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any5 |4 e3 X M0 ~# m- L8 }3 X t
or all of their Preferred Shares Series 19 into an equal number of Preferred( I+ z( ]5 v# l; e7 i7 g
Shares Series 18 upon giving to the Bank written notice thereof not earlier: Z/ E" v. f& ^; j/ g# w
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
0 [) @! F/ o: ?. R15th day preceding, a Series 19 Conversion Date./ \# T8 e, X' S- G& w {7 \( }
Automatic Conversion If the Bank determines, after having taken into account all shares tendered9 ^8 y+ J5 X" F$ O3 e
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
1 }, M. F: w6 F8 v0 P1 e$ M0 QSeries 18, as the case may be, that there would be outstanding on such( O" c: W, \+ f& c+ R- x
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
1 Y5 ^( S' n( }such remaining number of Preferred Shares Series 19 will automatically be$ J' k# f; N: I- S* k" a/ `4 i8 C
converted on such Series 19 Conversion Date into an equal number of' w; P. O: o0 L0 f
Preferred Shares Series 18. Additionally, if the Bank determines that, after
& G1 ?* E# t: |/ Q. O. z' v% Q% |conversion, there would be outstanding on such Series 19 Conversion Date
% ?0 h$ h. t" u6 L% d* U/ |less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares9 x0 v; J% {+ b, ] s) g
Series 19 will be converted into Preferred Shares Series 18.+ `5 b$ J$ _& s
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
* a, }- j- z! i/ r4 o. cSeries 19 will not be entitled as such to receive notice of, attend, or vote at,$ e( i8 h9 M. L5 D) ~
any meeting of the shareholders of the Bank unless and until the first time at
3 @3 w& W. @6 q0 D8 ^7 H* K$ Dwhich the Board of Directors has not declared the whole dividend on the% P4 n9 ?0 Z$ K" U! L# j
Preferred Shares Series 19 in any quarter. In that event, subject as A1 d0 [9 O# y* {
hereinafter provided, the holders of Preferred Shares Series 19 will be2 N6 M) a& I D" a& F/ ]
entitled to receive notice of, and to attend, meetings of shareholders at which8 s5 ~9 o- r+ f0 \
directors of the Bank are to be elected and will be entitled to one vote for
3 n, g+ |, M! Leach Preferred Share Series 19 held. The voting rights of the holders of the# C. A/ E; U! T' g* K2 ?% k
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of! }0 _" I: l/ I, ^# a1 P/ U
the first dividend on the Preferred Shares Series 19 to which the holders are
/ J1 p0 F4 Z$ ^/ d/ |. Centitled thereunder subsequent to the time such voting rights first arose until# P2 Q1 {4 ^; u% s
such time as the Bank may again fail to declare the whole dividend on the. p9 i1 N1 l+ A5 v1 D- \- p
Preferred Shares Series 19 in respect of any quarter, in which event such- C6 [8 I3 h8 U7 S, r8 D/ O
voting rights will become effective again and so on from time to time.
Z* g& n- i" w$ mS-60 u% m T& e$ \0 }* c7 A' t; [
Priority: The preferred shares of each series of the Bank will rank on a parity with. z: y5 M0 e& V2 ^
every other series and are entitled to preference over the common shares of7 \4 E& a) C7 I0 X1 d4 v$ M8 Y4 X$ @
the Bank and over any other shares of the Bank ranking junior to the9 D, A9 q# `' q' G
preferred shares with respect to the payment of dividends and upon any
4 p5 O; M% b3 Mdistribution of assets in the event of the liquidation, dissolution or4 @/ M, x, Y0 }+ v8 ~
winding-up of the Bank.
- Q* Z+ b9 D- z& m; O, wTax on Preferred Share The Bank will elect, in the manner and within the time provided under
' Z: `/ n. C' aDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares2 C* e, @( a# t/ \- `+ {0 d+ @
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
: @& D" C' j3 V% t3 pdividends received on such shares under Part IV.1 of such Act. |
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