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发表于 2008-11-29 16:58
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下面是BMO的:( Q* y' P) S1 R8 u5 G9 _
SUMMARY OF THE OFFERING" P; h( Y7 e8 j( u: q1 g
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’’.* D7 ]! U- ]9 `. n# J; ], ?
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
9 ]; D' r, d: ZAmount: $150,000,000 (6,000,000 shares).
; ?! ?6 @5 p( v" ]Price and Yield: $25.00 per share to yield initially 6.50% per annum./ q, Z0 d$ S6 }2 R1 Y
Principal Characteristics of the Preferred Shares Series 18% n+ d3 S8 x" K' Y# ?+ d
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
2 R( C/ b. O5 Q$ t7 N' @- v7 mnon-cumulative preferential cash dividends, as and when declared by the R; W9 q! |$ j; J7 t7 ?
Board of Directors, subject to the provisions of the Bank Act, for the initial4 Z+ J y$ x( Y$ A4 K/ l2 P. `( @+ p! V
period commencing on the closing date and ending on and including& U. }" ]' g+ r. H6 X
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the5 ]% u0 |. R4 I T
25th day of February, May, August and November in each year, at a rate8 N9 g7 H! m- U' ^
equal to $0.40625 per share. The initial dividend, if declared, will be payable
8 A4 l, s- l, V9 tMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
3 o# @. b: k6 c, Sdate of December 11, 2008.
: s8 t, x% v1 n/ r! [" |+ r! G5 AFor each five-year period after the Initial Fixed Rate Period (each, a
+ U8 J8 k' H: j% m4 J( s‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
7 N1 f. M& B/ S* Z5 A1 [% JSeries 18 will be entitled to receive fixed non-cumulative preferential cash
- o' Y4 y. L! S1 x wdividends, as and when declared by the Board of Directors, subject to the& n" E; H; t' [
provisions of the Bank Act, payable quarterly on the 25th day of February,( C' N) O, _8 s- l+ ]/ C
May, August and November in each year, in the amount per share per annum
/ G4 W$ ~. L$ L2 d+ e1 sdetermined by multiplying the Annual Fixed Dividend Rate applicable to( x% N5 X8 a7 u! m
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend0 z# I5 D! R4 A$ l" i' X: Q
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
! @; T) }* Z$ \& X. [/ `Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day/ h# c5 R; Q" J0 h Q
of such Subsequent Fixed Rate Period and will be equal to the sum of the6 M) H& |/ O( M2 ]( f! n" _
Government of Canada Yield on the applicable Fixed Rate Calculation Date, M) g* i% n# Q; S# F$ ^2 O. r) _
plus 3.83%.
; I5 B: G* q' ?. XIf the Board of Directors does not declare a dividend, or any part thereof, on1 \/ ?+ c6 @+ p5 D- J8 t" b& N7 [
the Preferred Shares Series 18 on or before the dividend payment date for a, n# t R2 r% Q+ `
particular quarter, then the entitlement of the holders of the Preferred8 W9 d/ u% Y L3 k9 y$ P E
Shares Series 18 to receive such dividend, or to any part thereof, for such
. Z! G, r# I4 U9 _$ P( Lquarter will be forever extinguished.& M7 Q+ F% M$ k' \8 P
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
: [* r" A) i8 a- b' ]: Q! ESuperintendent and to the provisions described below under ‘‘Details of the
0 K1 P! n& b5 e$ G0 \3 `6 oOffering — Certain Provisions of the Preferred Shares Series 18 as a$ T& Q. Z7 C B) d% y- I
Series — Restrictions on Dividends and Retirement of Shares’’, on
3 e' E+ t* f+ q) q9 n* XFebruary 25, 2014 and on February 25 every five years thereafter, on not1 m3 |- n. O8 U! _/ v& k H; r8 L. b' `
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any6 b/ T' j) Q- ~
part of the then outstanding Preferred Shares Series 18, at the Bank’s option6 Z. Q( X& \0 B6 e: ^1 M; P
without the consent of the holder, by the payment of an amount in cash for
+ ]; B% ?; @8 y) f2 H$ v6 oeach such share so redeemed of $25.00 together with all declared and unpaid
3 b1 Z1 I" Z1 Z$ W, N; Q" Pdividends to the date fixed for redemption.
0 T' t5 }) ?/ AConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
! K' _9 R3 w' H' e3 ^Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
/ G4 X0 Q4 m; B# e/ p" w0 H2 ?the right, at their option, to convert, on February 25, 2014 and on
y- |6 N1 c4 J% S- q d, ?! |/ MS-4/ s& \9 d. d' M. L( w
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
% C9 @% E1 ?0 n+ e4 \9 o3 E/ X, kor all of their Preferred Shares Series 18 into an equal number of Preferred. @$ M$ K4 x7 l! Q+ ?' H
Shares Series 19 upon giving to the Bank notice thereof not earlier than
1 W% q/ i+ }0 ?" X& i* L3 o30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day2 M+ z! ~3 T5 F7 B
preceding, a Series 18 Conversion Date.2 d- ]* Z* m$ h; L
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
9 g- L( E8 {. f# o% \! v* HProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares8 \5 s( |8 L% ~9 B6 r' p. g2 V$ H* D
Series 19, as the case may be, that there would be outstanding on such
0 l5 U( W J5 C2 d5 {Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
$ Y- }" k, Q, esuch remaining number of Preferred Shares Series 18 will automatically be( c, i6 _6 ^- t5 I# h5 E
converted on such Series 18 Conversion Date into an equal number of6 X w+ Q! S! Q. n
Preferred Shares Series 19. Additionally, if the Bank determines that, after. W( v+ s7 z w
conversion, there would be outstanding on such Series 18 Conversion Date6 \: x. V+ j# C" s& J! f) `, a9 C
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares- \6 D5 u d. e3 e
Series 18 will be converted into Preferred Shares Series 19.* Y0 e$ ]) o# T. A3 l2 r! }5 W
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
+ Z, r% m& A) }( X3 b% D! cSeries 18 will not be entitled as such to receive notice of, attend, or vote at,; U: F% X, C5 C; P# M8 d0 j. s" @9 k
any meeting of the shareholders of the Bank unless and until the first time at$ X8 X( ~) i9 \. V, K6 t* s: ^1 j
which the Board of Directors has not declared the whole dividend on the, ]# S0 L- ] c/ X2 X
Preferred Shares Series 18 in any quarter. In that event, subject as
$ e% T/ M T U( U8 ] _8 t7 chereinafter provided, the holders of Preferred Shares Series 18 will be
/ l- ?+ L. x/ b8 q9 z9 Z; g& _entitled to receive notice of, and to attend, meetings of shareholders at which6 x) ?* q/ w( R. u* g
directors of the Bank are to be elected and will be entitled to one vote for' w0 g* Z1 ]& y: c( S. K/ ]- ?
each Preferred Share Series 18 held. The voting rights of the holders of the- L( ^0 m, K; w: y
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of% D X9 b4 H' o0 z- h8 g: ~
the first dividend on the Preferred Shares Series 18 to which the holders are) i4 M5 O* s2 l* H$ L
entitled thereunder subsequent to the time such voting rights first arose until
! o: y$ Q- B, g! }/ D5 f9 w! [9 B) _such time as the Bank may again fail to declare the whole dividend on the
" m$ R- ~4 e- F" }* H; KPreferred Shares Series 18 in respect of any quarter, in which event such
1 n/ v' z/ v8 B& Lvoting rights will become effective again and so on from time to time.
% k, }% W4 @5 }- GPrincipal Characteristics of the Preferred Shares Series 19
5 `# m: k! O6 I8 p6 y: XDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
# Y3 W; f2 f# jfloating rate non-cumulative preferential cash dividends, as and when, Q# I' Q9 k4 R" e( }2 Q+ F
declared by the Board of Directors, subject to the provisions of the Bank Act,0 ~. r1 K a% i3 M
payable quarterly on the 25th day of February, May, August and November
5 V: Q8 Y$ w A0 Gin each year, in the amount per share determined by multiplying the5 n& O; @& u$ V
applicable Quarterly Floating Dividend Rate by $25.00.* L% z* ~. f1 Y! t* e3 Q0 ^
On the 30th day prior to the commencement of the initial quarterly dividend
* g; ~) o+ u/ ^period beginning on February 25, 2014, and on the 30th day prior to the first+ G" a8 z6 T$ m/ g( c7 j/ y
day of each subsequent quarterly dividend period (the initial quarterly
! T) v% P& ^) c1 vdividend period and each subsequent quarterly dividend period is referred to
! w% A5 L7 L" q( b) |) cas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the5 o5 `9 b3 X+ H# F. y+ C$ Q$ Y
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate: H$ D m0 v' m7 w4 v, R
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the" G2 n M5 r/ r% k6 v& g3 S$ {
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
' n) A) g( {+ T2 Y6 D' w3 j. Helapsed in the applicable Quarterly Floating Rate Period divided by 365)
( c+ K2 ^. i! s8 W7 wdetermined on the 30th day prior to the first day of the applicable Quarterly
0 |8 I' v8 t9 d% S& j1 AFloating Rate Period.
8 v6 `! A" e& y4 M$ r% q% }1 {S-5
5 n% Y$ b/ ^$ d. V- W1 V) eIf the Board of Directors does not declare a dividend, or any part thereof, on0 ]+ W5 w x5 x# v- X6 U% u [
the Preferred Shares Series 19 on or before the dividend payment date for a) O* \9 ~8 J2 E0 I& c+ g. e8 j
particular quarter, then the entitlement of the holders of the Preferred, [% d0 z$ v- V6 S& b! W0 r
Shares Series 19 to receive such dividend, or to any part thereof, for such9 X% \9 _8 E2 ^8 V8 J" s. |6 c
quarter will be forever extinguished.
' I; `5 n2 v: t8 J3 J# J+ V+ _Redemption: Subject to the provisions of the Bank Act and to the prior consent of the) k, B# ~7 k, R
Superintendent and to the provisions described below under the heading
) q; c5 e7 I1 E8 ?‘‘Details of the Offering — Certain Provisions of the Preferred Shares
! `2 M) i' r+ C% J4 G' q4 o0 ISeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
$ B$ W: g) o5 [ Ron not more than 60 nor less than 30 days’ notice, the Bank may redeem all
$ K6 \' `. }, d ?or any part of the then outstanding Preferred Shares Series 19, at the Bank’s5 r, a- W% H% p
option without the consent of the holder, by the payment of an amount in
$ o @( P4 b( }/ v9 o% ]3 qcash for each such share so redeemed of (i) $25.00 together with all declared8 N" q6 _( U% Y8 Y1 ?2 i
and unpaid dividends to the date fixed for redemption in the case of
. p3 E Y5 ~2 v. eredemptions on February 25, 2019 and on February 25 every five years u w1 o! _8 d7 \
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
# | D: t) e+ G: H+ M1 \5 _the date fixed for redemption in the case of redemptions on any other date
6 ^$ w" ^4 A0 I+ B: [on or after February 25, 2014.
g- @) B Z& |- TConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic e+ |: z; S( j# B" b, n) r
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have: a5 Z) {" R, t/ H7 o
the right, at their option, to convert, on February 25, 2019 and on# h- [- \" B4 O' J/ V4 `- ?7 l! H
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
: g; V- g7 l2 ~9 I6 T7 [8 D! Tor all of their Preferred Shares Series 19 into an equal number of Preferred
. h% o, j, U0 h$ L& }Shares Series 18 upon giving to the Bank written notice thereof not earlier$ S5 k" S t6 Y( D
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
2 ?$ [3 f7 \2 _15th day preceding, a Series 19 Conversion Date.$ M/ e( {$ e' z2 \1 S% o
Automatic Conversion If the Bank determines, after having taken into account all shares tendered% N5 a- e) \2 u. P" m
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
; H4 U1 ~9 H+ q7 _' O% l9 E; T" rSeries 18, as the case may be, that there would be outstanding on such9 J. ~) K2 H$ D: o! x
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
2 u4 z" g- O9 T, x+ Zsuch remaining number of Preferred Shares Series 19 will automatically be t% y4 \) l- H# u& U
converted on such Series 19 Conversion Date into an equal number of; b. v: [' C x1 e( r
Preferred Shares Series 18. Additionally, if the Bank determines that, after# d" I: A M; K# R
conversion, there would be outstanding on such Series 19 Conversion Date
9 L0 f& \& n6 _less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares, r& ?5 A4 T" n: B$ K4 a W, }$ i
Series 19 will be converted into Preferred Shares Series 18.
9 G2 Q( S% D* u: h' F! Y6 W' KVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
3 \8 D. J9 e1 i" ?Series 19 will not be entitled as such to receive notice of, attend, or vote at,) G$ _" x( |: n. y1 @+ v3 P
any meeting of the shareholders of the Bank unless and until the first time at
" U! ^2 H; P) V4 T y# W4 k" ^6 hwhich the Board of Directors has not declared the whole dividend on the
8 r+ M2 s3 {( Z5 L3 kPreferred Shares Series 19 in any quarter. In that event, subject as" Q/ ]) p g# H8 S8 g
hereinafter provided, the holders of Preferred Shares Series 19 will be0 Z& M/ V) l' `$ C/ |9 f/ ] y1 [
entitled to receive notice of, and to attend, meetings of shareholders at which
- N, V3 P5 f# h3 D: W5 n2 @$ \directors of the Bank are to be elected and will be entitled to one vote for4 q8 t0 A! y$ J n# f: n, G
each Preferred Share Series 19 held. The voting rights of the holders of the8 g- }3 u2 }# W" h5 `, g
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
2 _; l/ {! b( f. G8 Q+ C* F0 [- y: fthe first dividend on the Preferred Shares Series 19 to which the holders are
7 S, r. z% \, ` i4 l' Hentitled thereunder subsequent to the time such voting rights first arose until' b' ^; @" c% Y; w
such time as the Bank may again fail to declare the whole dividend on the8 _$ c q1 J, l
Preferred Shares Series 19 in respect of any quarter, in which event such" d7 ^6 z4 h6 k* |) s
voting rights will become effective again and so on from time to time.6 J3 N# u4 T, u5 j( I& ~
S-6
8 R! Y3 @. `+ [0 _" z5 y2 XPriority: The preferred shares of each series of the Bank will rank on a parity with* q: |$ m @" z
every other series and are entitled to preference over the common shares of* F9 {4 E. Y/ X8 h }
the Bank and over any other shares of the Bank ranking junior to the( i% P: \( B1 V5 j2 ? Z
preferred shares with respect to the payment of dividends and upon any1 j: y+ Y+ _8 K3 u! x' F! y
distribution of assets in the event of the liquidation, dissolution or
- \+ ]! i6 |+ m9 e' d: nwinding-up of the Bank.
7 I! B0 `. J, J: H4 R$ ]6 X2 ?Tax on Preferred Share The Bank will elect, in the manner and within the time provided under! S' g/ s2 T- M. K
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
- H" [6 W; p2 I4 W8 @Series 18 and Preferred Shares Series 19 will not be required to pay tax on- N k- K2 ?8 [: o' p) U0 b
dividends received on such shares under Part IV.1 of such Act. |
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