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发表于 2008-11-29 16:58
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下面是BMO的:
; P- N6 m, O t$ qSUMMARY OF THE OFFERING
' r7 p1 v M: O$ C( {/ P4 aThis 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’’.
7 d4 w! M. D8 ]& J# n4 hIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
4 ~" I, t. e" Z( kAmount: $150,000,000 (6,000,000 shares).
* @* H+ |* d8 Z7 vPrice and Yield: $25.00 per share to yield initially 6.50% per annum.( o: l5 N0 J) \2 [* V( x
Principal Characteristics of the Preferred Shares Series 18
( ~! e6 K) m- @Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed' h f8 T) `* c1 ~
non-cumulative preferential cash dividends, as and when declared by the
1 o/ o L- d' a! FBoard of Directors, subject to the provisions of the Bank Act, for the initial2 X5 L* F9 i0 L9 G8 q+ {
period commencing on the closing date and ending on and including
# ?8 O; c7 r3 w2 s. wFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
0 r% v) z2 G" r% ~& W( H# q* }25th day of February, May, August and November in each year, at a rate" s' v$ o0 k. C0 w) S
equal to $0.40625 per share. The initial dividend, if declared, will be payable5 K- ~/ C5 o4 B, K: G, V- ]% F
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing$ p) r( e+ K) v B' {& z& ~' P8 ]4 w E
date of December 11, 2008.
$ G5 `. `& a" m# hFor each five-year period after the Initial Fixed Rate Period (each, a
$ H3 S: A4 \0 X4 t‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
& N, @1 P1 Y4 ]3 hSeries 18 will be entitled to receive fixed non-cumulative preferential cash4 l" d" K- u- J( {+ ?7 f
dividends, as and when declared by the Board of Directors, subject to the
: a) s4 n( r3 Tprovisions of the Bank Act, payable quarterly on the 25th day of February,
" `& ~$ W; B, N6 B9 rMay, August and November in each year, in the amount per share per annum
B4 j" a, ^) t$ \determined by multiplying the Annual Fixed Dividend Rate applicable to7 z3 v! h$ s+ N. ~0 b
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend& n+ l4 O0 K& l1 c4 T1 c
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the X" Y4 ^$ c. I1 f8 F
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
& Y; c. @" p. c1 b) q1 E& k1 Eof such Subsequent Fixed Rate Period and will be equal to the sum of the, ^" o! W1 z/ t) M. V# {
Government of Canada Yield on the applicable Fixed Rate Calculation Date; d, ?0 h- L6 G$ |4 {, y5 a# D
plus 3.83%.+ f ]9 Q R2 O4 D, g) h$ N
If the Board of Directors does not declare a dividend, or any part thereof, on
3 e G% X3 D3 C; F/ \9 ?the Preferred Shares Series 18 on or before the dividend payment date for a
9 A9 A# i z7 r9 y/ w3 b. Zparticular quarter, then the entitlement of the holders of the Preferred% ?% R1 _. e& A( U4 g. L
Shares Series 18 to receive such dividend, or to any part thereof, for such' }( ^ m$ G( M: }; R
quarter will be forever extinguished.7 n3 D4 g8 j q* W
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the: g" g( j' L2 Z. O7 l8 o9 O* U
Superintendent and to the provisions described below under ‘‘Details of the
3 s" v: Q! d" }0 ^6 F* u5 l( B& dOffering — Certain Provisions of the Preferred Shares Series 18 as a
/ d% Y6 u, }3 l% b; ~/ ZSeries — Restrictions on Dividends and Retirement of Shares’’, on) D& H& I A# g A: r
February 25, 2014 and on February 25 every five years thereafter, on not
) r) t$ b- p6 q7 ymore than 60 nor less than 30 days’ notice, the Bank may redeem all or any: C1 n7 h/ }0 h
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
' S/ O) X w4 r0 [+ `9 n, owithout the consent of the holder, by the payment of an amount in cash for I+ f* m( E- F: @% V
each such share so redeemed of $25.00 together with all declared and unpaid8 K& u8 b% L0 t ?
dividends to the date fixed for redemption.0 t+ f6 d# _( y' N3 z- _1 t) W! i% N
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic6 _* q/ F* x( J" J
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have6 y6 ~; _/ B. D! O. u8 ~$ r+ Q) b5 I
the right, at their option, to convert, on February 25, 2014 and on
1 E( n' T2 c/ @S-40 Q7 `) K0 Z# r& @
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
2 Q* B* `6 P1 O8 por all of their Preferred Shares Series 18 into an equal number of Preferred6 d/ O3 j- \' h* a
Shares Series 19 upon giving to the Bank notice thereof not earlier than
: u) o2 j" f$ i# B2 K30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day. }" l" X3 J. h' u6 e. Q: `
preceding, a Series 18 Conversion Date.4 f0 h8 C: h" R! i/ y+ n. V
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
* C# V6 T7 Y4 w) d, R5 l gProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
" w: i c d& w8 i6 r5 p1 N3 U) oSeries 19, as the case may be, that there would be outstanding on such, ~' C/ s5 m$ h) X& U7 N5 a- G
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,7 M- t8 k. w; X& _& ?5 k" g0 s
such remaining number of Preferred Shares Series 18 will automatically be+ E4 x1 t; Y4 M9 L' j/ k
converted on such Series 18 Conversion Date into an equal number of
1 ^: c7 _# c: \9 X2 D$ L* pPreferred Shares Series 19. Additionally, if the Bank determines that, after
1 w: a; m- ]# p R, C- Mconversion, there would be outstanding on such Series 18 Conversion Date* G; R3 ~0 q7 K! ^
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares* N: m8 j1 F7 f2 w( w
Series 18 will be converted into Preferred Shares Series 19.
9 X; b" _2 Q+ f2 M2 ^( ^Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
( x3 M; ]* O% \# DSeries 18 will not be entitled as such to receive notice of, attend, or vote at,3 e# @* f1 W( B9 s6 _* \
any meeting of the shareholders of the Bank unless and until the first time at# @- S9 S p& E6 m5 X e
which the Board of Directors has not declared the whole dividend on the: x: z3 N( g2 }: K9 ^; ]
Preferred Shares Series 18 in any quarter. In that event, subject as
4 `; e8 @5 F" R: i+ C4 [hereinafter provided, the holders of Preferred Shares Series 18 will be+ o9 }+ n' ~3 Z* v! q" y+ m# R) y
entitled to receive notice of, and to attend, meetings of shareholders at which
( H6 X! f4 k+ H& m$ ydirectors of the Bank are to be elected and will be entitled to one vote for6 ~4 w4 Q8 |" A( {, d
each Preferred Share Series 18 held. The voting rights of the holders of the0 k4 \+ r6 q) Q* J N! H1 i
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of u U5 z% B, q2 I; r
the first dividend on the Preferred Shares Series 18 to which the holders are
4 A0 b9 k9 L ]entitled thereunder subsequent to the time such voting rights first arose until
8 X! @7 n7 F3 D! Q' jsuch time as the Bank may again fail to declare the whole dividend on the0 ?" G h! r# h% {- H$ q# F- y
Preferred Shares Series 18 in respect of any quarter, in which event such" Z [) W- e3 N. B7 {
voting rights will become effective again and so on from time to time." g) [4 L8 B& L
Principal Characteristics of the Preferred Shares Series 192 o5 E1 r, F; e! A3 m
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive" A# ?5 e: t( h% B/ j( s$ }
floating rate non-cumulative preferential cash dividends, as and when! h& ]1 ~! [2 y" N. H
declared by the Board of Directors, subject to the provisions of the Bank Act,
3 h, z! w/ R @9 e+ o% Ypayable quarterly on the 25th day of February, May, August and November* R( k0 i/ V2 T' \, A, D/ A
in each year, in the amount per share determined by multiplying the
6 w0 Z7 C7 i: W1 p |1 iapplicable Quarterly Floating Dividend Rate by $25.00.- D+ }. a% E' R+ E7 a+ j% w
On the 30th day prior to the commencement of the initial quarterly dividend
% `. w% G* V/ U7 Wperiod beginning on February 25, 2014, and on the 30th day prior to the first
3 ^% L' Q/ u E, aday of each subsequent quarterly dividend period (the initial quarterly
, X6 i" N$ i$ G& S" Cdividend period and each subsequent quarterly dividend period is referred to2 a) g. h* b" h; L) j
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
) @! m# b0 l% t5 l* P3 |Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate6 @# `' Y1 ?/ ~9 c" Z9 n9 @) }
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
0 w" b& d) W* Z) |- x. W0 b9 i9 L0 bT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
# c8 k) s' x p5 Velapsed in the applicable Quarterly Floating Rate Period divided by 365)' B( `7 v+ j$ L- T. o# M
determined on the 30th day prior to the first day of the applicable Quarterly
5 ^7 w: {2 D" b6 \8 JFloating Rate Period.
* y. u; p m. |$ }6 e( dS-5
. b' n5 `. F/ e4 \- TIf the Board of Directors does not declare a dividend, or any part thereof, on3 ?# \ o! H P: A) ]# j
the Preferred Shares Series 19 on or before the dividend payment date for a
! Q% }; _' c5 C- r8 t2 @particular quarter, then the entitlement of the holders of the Preferred+ X# Y9 Y. r" }
Shares Series 19 to receive such dividend, or to any part thereof, for such) k0 t6 V& t J- F4 `
quarter will be forever extinguished.
/ `& ^# h' n* V3 G3 c: dRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
1 d( b, c) H$ c3 `8 W4 XSuperintendent and to the provisions described below under the heading# g0 f+ h( p* h* [( }
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
% n8 L: r" x8 ?: GSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
) A7 ~ R7 p# \) V8 C1 E2 Z; X( fon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
! m9 f& ]$ U/ S! a2 aor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
$ u( l# F& D8 yoption without the consent of the holder, by the payment of an amount in
z- }! A4 b! o8 k7 Lcash for each such share so redeemed of (i) $25.00 together with all declared* `- A# q. @6 c# G' w- u
and unpaid dividends to the date fixed for redemption in the case of
- D- ]% {3 m" E# o$ Qredemptions on February 25, 2019 and on February 25 every five years
& Y( V/ Z3 @: z: m( {* ?7 zthereafter, or (ii) $25.50 together with all declared and unpaid dividends to6 \, _0 \" m1 s0 f7 X7 N
the date fixed for redemption in the case of redemptions on any other date3 H) X' t2 u8 {& U& y4 O* C
on or after February 25, 2014.
5 R! N8 \( K% K6 Y+ _Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic, N0 [# p( u6 H0 U2 m. ~% g
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
/ T0 @+ r3 L5 s" Hthe right, at their option, to convert, on February 25, 2019 and on
+ @8 P' o* i9 oFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any! q, o" ~. |) d k
or all of their Preferred Shares Series 19 into an equal number of Preferred% f6 V* { S' T. R# m1 }
Shares Series 18 upon giving to the Bank written notice thereof not earlier! D. D* H& [0 K
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the( Y) D$ R5 i( v. C5 v+ y
15th day preceding, a Series 19 Conversion Date. u; v2 }4 \! x, E. }/ t4 h+ W
Automatic Conversion If the Bank determines, after having taken into account all shares tendered7 c( V+ E# @1 [" @0 \, K
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
R3 `0 Q9 ?- Y# u8 dSeries 18, as the case may be, that there would be outstanding on such
! o& R1 R3 e! L' D9 bSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,5 b/ S5 Q2 h. a/ ^
such remaining number of Preferred Shares Series 19 will automatically be
+ h7 g% ]5 z& H6 m) ]. Pconverted on such Series 19 Conversion Date into an equal number of
8 V5 ]3 ]7 f, K- R; OPreferred Shares Series 18. Additionally, if the Bank determines that, after
+ e: v: D9 J6 q7 c2 Jconversion, there would be outstanding on such Series 19 Conversion Date& F/ H1 a2 \# n# S4 H L
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
, h; S& l1 ~! N3 V7 YSeries 19 will be converted into Preferred Shares Series 18.; I* N2 V7 y4 T5 ] ?
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
1 }! @3 f2 ~/ w3 ~7 y7 ]& @Series 19 will not be entitled as such to receive notice of, attend, or vote at,
% p1 n4 c7 a0 tany meeting of the shareholders of the Bank unless and until the first time at
, z6 c" f3 [) u9 k+ b iwhich the Board of Directors has not declared the whole dividend on the( u9 B0 S! I* K& M3 X8 l
Preferred Shares Series 19 in any quarter. In that event, subject as
* u3 q" ?' {% ]0 M/ H; Yhereinafter provided, the holders of Preferred Shares Series 19 will be
, H6 O: u% R5 t$ m3 c! gentitled to receive notice of, and to attend, meetings of shareholders at which4 g# S: H$ z& D e* y
directors of the Bank are to be elected and will be entitled to one vote for
. {& ?4 X4 k J, d% p7 O2 _1 Q7 h; R+ O2 neach Preferred Share Series 19 held. The voting rights of the holders of the
+ }# T$ W1 H1 d+ W- d; {" m& RPreferred Shares Series 19 will forthwith cease upon payment by the Bank of: r- H. {) C g1 {6 u d% z
the first dividend on the Preferred Shares Series 19 to which the holders are
`$ [ O' p. K8 F% n) U" m; R9 n* Rentitled thereunder subsequent to the time such voting rights first arose until+ x5 w2 T& i- r- H5 q0 ^7 Q0 T) N
such time as the Bank may again fail to declare the whole dividend on the
+ m. @ z1 w7 s1 rPreferred Shares Series 19 in respect of any quarter, in which event such
! b, k% k. |6 L8 ], b7 l& pvoting rights will become effective again and so on from time to time.$ c, t! T4 E' v
S-6' @% Y8 u/ Q6 I: W1 }
Priority: The preferred shares of each series of the Bank will rank on a parity with
3 B0 A2 P* k1 d9 k" E$ d1 }every other series and are entitled to preference over the common shares of
+ k+ `0 Y7 D% V2 `" T7 b3 x3 Bthe Bank and over any other shares of the Bank ranking junior to the' J0 |. C% m( c8 k& \" l! }
preferred shares with respect to the payment of dividends and upon any6 u5 D1 R" |8 B
distribution of assets in the event of the liquidation, dissolution or7 Q# o& R5 m( k4 A7 Y7 V) i4 r
winding-up of the Bank.. Z/ `3 J- v/ v/ z2 \8 J
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under6 i% ] o o% U1 \, h
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares- }* g% T: f2 A0 g; h% L
Series 18 and Preferred Shares Series 19 will not be required to pay tax on% N- m' S0 ]' P/ C0 o3 H% R0 m
dividends received on such shares under Part IV.1 of such Act. |
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