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发表于 2008-11-29 16:58
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下面是BMO的:
6 x& a1 W# L! Z5 g2 _2 h0 ~6 LSUMMARY OF THE OFFERING
0 W3 o3 e8 F* g, ZThis 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’’.: o* D! {+ g# U& T( ~5 ?1 q8 T
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.9 r! q' e) e) d* M# R
Amount: $150,000,000 (6,000,000 shares).3 e) K+ \$ f6 y% }( \: {6 r
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
: h1 |& H$ H5 _; W! GPrincipal Characteristics of the Preferred Shares Series 18
4 \& K+ S( R- X5 Z# x5 SDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed! O2 q+ ]7 A& ]- z, ]( I3 w
non-cumulative preferential cash dividends, as and when declared by the
2 s6 a2 v/ G& E2 j- r$ YBoard of Directors, subject to the provisions of the Bank Act, for the initial
: P* E! ?. ] j2 I5 h+ @period commencing on the closing date and ending on and including
& s/ f8 L/ T! o( e# CFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
8 x! R7 Z) K2 U* ?- Z6 V' t( j25th day of February, May, August and November in each year, at a rate
. s6 i+ U# Y8 Q7 N' Vequal to $0.40625 per share. The initial dividend, if declared, will be payable9 P1 G8 g4 }4 r, ?. P3 z* U+ J: |% I
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
) c6 F6 i$ j, M( h" {# @5 ]: xdate of December 11, 2008.& I( f! f: w) ^
For each five-year period after the Initial Fixed Rate Period (each, a5 O% B* F, k. E2 {! [" @( I
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares9 B( i) O" C3 S+ G% Z
Series 18 will be entitled to receive fixed non-cumulative preferential cash
" `0 m! M$ S! ?9 `4 Pdividends, as and when declared by the Board of Directors, subject to the
% V( V" A) s8 Yprovisions of the Bank Act, payable quarterly on the 25th day of February,
6 s$ i: `/ }5 p2 W( J( I, [& cMay, August and November in each year, in the amount per share per annum! X, N% s5 l7 v0 V) f6 e [5 L
determined by multiplying the Annual Fixed Dividend Rate applicable to
: ]4 e' ?9 A6 Vsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend8 U1 |* p& U8 t1 V6 [+ L3 \
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the6 A8 q0 m* r6 {( M# T5 ~
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day: F# j: O8 S/ e) Q
of such Subsequent Fixed Rate Period and will be equal to the sum of the% H8 e' X9 {8 y& O8 v; r
Government of Canada Yield on the applicable Fixed Rate Calculation Date
8 o# Z# Q# {3 A0 u4 Nplus 3.83%.9 D* F. ?/ m; r6 o/ G* Y% M- l' i
If the Board of Directors does not declare a dividend, or any part thereof, on+ p$ k2 _ `% b, n8 k
the Preferred Shares Series 18 on or before the dividend payment date for a- { C: K3 f2 M, R
particular quarter, then the entitlement of the holders of the Preferred7 m! y8 M7 x* Y! l) A
Shares Series 18 to receive such dividend, or to any part thereof, for such
0 h" E1 c2 ~4 d7 x; rquarter will be forever extinguished.
( r5 Q& b; Q* _4 ~- u. m; QRedemption: Subject to the provisions of the Bank Act and to the prior consent of the- l6 o- {1 X3 w' h4 t& j
Superintendent and to the provisions described below under ‘‘Details of the
" _0 G9 }' @ Y9 k5 z" ?/ DOffering — Certain Provisions of the Preferred Shares Series 18 as a
; R1 [! @6 H4 Q: S7 SSeries — Restrictions on Dividends and Retirement of Shares’’, on
# _# r: O5 y/ A: U' I( r6 }5 W; eFebruary 25, 2014 and on February 25 every five years thereafter, on not
! n0 F! P2 B6 C; P- Kmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
& P9 O' s. J, Opart of the then outstanding Preferred Shares Series 18, at the Bank’s option
6 S- O8 ~4 [: y$ d- ^' E; ~4 |without the consent of the holder, by the payment of an amount in cash for
) O* r4 f$ {) m+ U5 u3 @each such share so redeemed of $25.00 together with all declared and unpaid
% }3 F1 M x: y3 g/ edividends to the date fixed for redemption.
5 X' n6 O: B5 \% DConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic! R/ R( n1 g5 K& l
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
' C$ F$ h- M6 O+ Z! G; H8 |the right, at their option, to convert, on February 25, 2014 and on# Q7 ]( j' x$ L4 C* }" R
S-4( Q) |' b/ j& k( c2 [
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
4 v' U" O0 g* o$ ^, mor all of their Preferred Shares Series 18 into an equal number of Preferred
. Z- V( h- O. W9 k9 DShares Series 19 upon giving to the Bank notice thereof not earlier than
, _' Q6 i0 ]) y% Z30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
- o: t2 Y7 \4 q) Rpreceding, a Series 18 Conversion Date.1 L' V/ T! S8 |% J& z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
: j5 D' k; x, _5 Q, F% SProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares" u8 o0 I) Y6 [/ X4 u1 f
Series 19, as the case may be, that there would be outstanding on such
; o- x, v, H# O1 p( V5 ^9 Q* _Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
/ q: d) V: I, w, m0 Y. I8 ?" n' csuch remaining number of Preferred Shares Series 18 will automatically be6 ~( N2 }" h$ T- x+ w0 Y
converted on such Series 18 Conversion Date into an equal number of
5 C1 n- D4 \6 O* M7 E% nPreferred Shares Series 19. Additionally, if the Bank determines that, after
4 _/ [1 @2 Z, t6 E( ^) X) p$ hconversion, there would be outstanding on such Series 18 Conversion Date% j9 E' r* t! o$ u' B
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares, @) ~; `0 A3 r* S) }; u+ W
Series 18 will be converted into Preferred Shares Series 19.; a- [5 P/ }4 G; {8 [ H/ U
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 h `1 `8 i2 i6 s# o/ T
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
( ^7 y) J& U7 s; A6 Sany meeting of the shareholders of the Bank unless and until the first time at
# @0 z, d7 d. X2 awhich the Board of Directors has not declared the whole dividend on the
1 _5 |* w* g. BPreferred Shares Series 18 in any quarter. In that event, subject as
1 e2 p3 {1 ^/ t6 Vhereinafter provided, the holders of Preferred Shares Series 18 will be
3 t8 a8 f+ r. g+ u! ?% b% tentitled to receive notice of, and to attend, meetings of shareholders at which
3 R: w3 T( d$ N6 Y; Qdirectors of the Bank are to be elected and will be entitled to one vote for2 H. I1 E% ^) Z# C
each Preferred Share Series 18 held. The voting rights of the holders of the
$ r9 E% [2 ?# U8 LPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
! O' i- V6 J% P3 n/ v; N) ]5 i* Uthe first dividend on the Preferred Shares Series 18 to which the holders are$ o4 M3 K+ R% [1 i
entitled thereunder subsequent to the time such voting rights first arose until
. P4 V8 J% q; `1 Hsuch time as the Bank may again fail to declare the whole dividend on the! _8 H8 y S4 `0 v2 c5 m
Preferred Shares Series 18 in respect of any quarter, in which event such
; L( a$ _3 ~ ]. }, P3 m+ Svoting rights will become effective again and so on from time to time.; v( k3 f6 x! }( J# R$ R
Principal Characteristics of the Preferred Shares Series 195 m9 n6 i, @$ y) O! ~7 w1 r) e
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive N* |, C7 u- j& E" Z+ K- S, d
floating rate non-cumulative preferential cash dividends, as and when
! c/ H3 K1 d- R' N0 X! f7 ?declared by the Board of Directors, subject to the provisions of the Bank Act,- C+ A% u7 u% n
payable quarterly on the 25th day of February, May, August and November
i$ p" e: c/ Din each year, in the amount per share determined by multiplying the3 P7 B3 u% g# F: g+ o0 ?8 d+ o
applicable Quarterly Floating Dividend Rate by $25.00.$ p6 X% {5 u* W$ _5 t
On the 30th day prior to the commencement of the initial quarterly dividend5 O% `/ X2 _# P
period beginning on February 25, 2014, and on the 30th day prior to the first) K. |% r$ I0 Z ~8 |+ T/ [- M# S
day of each subsequent quarterly dividend period (the initial quarterly2 y$ Y. M* L; V6 ~
dividend period and each subsequent quarterly dividend period is referred to
1 H0 x+ L% O/ v/ o# Has a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
; `. t* T& O- Q+ X6 o1 I( z: vQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate8 r4 G0 Q' p% O: C5 x2 c: l |
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the$ O6 @% ?0 a( Z
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
/ @! ^+ t6 I' celapsed in the applicable Quarterly Floating Rate Period divided by 365)
0 R3 {( ~+ Q% vdetermined on the 30th day prior to the first day of the applicable Quarterly5 d; L/ V# ~2 V- ^ [( o4 l
Floating Rate Period.
8 l6 C) [2 z, Y; G0 ^( n8 k% [S-5
; }2 l1 V* v9 s( gIf the Board of Directors does not declare a dividend, or any part thereof, on4 H) Y1 t1 e& H7 K R# ]8 T
the Preferred Shares Series 19 on or before the dividend payment date for a
+ K! {+ G5 y# P7 Sparticular quarter, then the entitlement of the holders of the Preferred
' G; q5 `) b1 k' H, r; [Shares Series 19 to receive such dividend, or to any part thereof, for such
! _0 _0 S- ?, }% N( kquarter will be forever extinguished.; {; U" Z/ I7 \, G ]! G6 }
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
# m$ ^% V/ h; |4 ]Superintendent and to the provisions described below under the heading
9 A9 S, \4 H. M q& M# A‘‘Details of the Offering — Certain Provisions of the Preferred Shares
* Y: V0 o- ^6 BSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
- a4 o9 P% x8 [" l0 n( Pon not more than 60 nor less than 30 days’ notice, the Bank may redeem all+ K2 z* k# t% {2 B4 W
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s7 a( V" \& N$ P6 H5 f
option without the consent of the holder, by the payment of an amount in
$ B6 s' {; ^! ?) gcash for each such share so redeemed of (i) $25.00 together with all declared* v5 e; O5 q+ R- `
and unpaid dividends to the date fixed for redemption in the case of1 w# ?* Z' G' H
redemptions on February 25, 2019 and on February 25 every five years
2 i3 N- L% [: v8 e4 Sthereafter, or (ii) $25.50 together with all declared and unpaid dividends to1 z2 s+ d1 s* p) @+ h, v
the date fixed for redemption in the case of redemptions on any other date3 ^5 R0 G# H# x5 {2 h! c$ ?' a
on or after February 25, 2014.% [- m8 l* w4 u* S8 U Q; M
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic! V! b6 n) I2 _, D# s. P( R5 Z
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have1 i9 A3 p4 I" ^8 R
the right, at their option, to convert, on February 25, 2019 and on1 v* j% n. n, S# G/ e; M( I
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any$ e0 m/ C% F Z, G- `4 G# Q
or all of their Preferred Shares Series 19 into an equal number of Preferred
. g6 V: T1 F. F' ~Shares Series 18 upon giving to the Bank written notice thereof not earlier
* s1 [1 U0 E- y% w& q- Vthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the; b8 P1 ~# D5 W* [( M0 @* [
15th day preceding, a Series 19 Conversion Date.
- T, N' G) p2 W- ^. kAutomatic Conversion If the Bank determines, after having taken into account all shares tendered! x; {& ?% Z+ `2 S) p
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares- V7 }1 a* w5 D9 u% ?" v
Series 18, as the case may be, that there would be outstanding on such
4 E" d$ w) Z' _; t2 N w& A8 dSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,4 B& Y+ O" w0 v3 K8 s. f
such remaining number of Preferred Shares Series 19 will automatically be
" ?3 H+ A% N" ^% u/ v0 v* l! Aconverted on such Series 19 Conversion Date into an equal number of
/ p1 A# ]0 J: u8 X0 P- D+ ] p5 lPreferred Shares Series 18. Additionally, if the Bank determines that, after
/ N9 m# B7 ]# ?. l7 k( u0 c& W/ y5 Econversion, there would be outstanding on such Series 19 Conversion Date7 D) R' y/ f6 u2 w( M) K
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
m( e5 P3 ~$ \" tSeries 19 will be converted into Preferred Shares Series 18.9 Y' a2 T6 z+ y- R- b3 m) u
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
) C+ M/ N6 ?$ g8 E- K6 tSeries 19 will not be entitled as such to receive notice of, attend, or vote at,& s+ R c* r* i L% b
any meeting of the shareholders of the Bank unless and until the first time at: }$ n# O4 I2 i ?
which the Board of Directors has not declared the whole dividend on the, \1 C; l5 V4 w
Preferred Shares Series 19 in any quarter. In that event, subject as
; {7 T( h3 F4 Phereinafter provided, the holders of Preferred Shares Series 19 will be
: H3 l) t; {, B! V5 Uentitled to receive notice of, and to attend, meetings of shareholders at which
' z& q2 H/ w" T! U( D' ^/ `directors of the Bank are to be elected and will be entitled to one vote for
. u! t2 h3 n) b! @3 u- ~) Ceach Preferred Share Series 19 held. The voting rights of the holders of the
7 d p# q; Z/ ]5 R- ?3 iPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
) f* P! }" Q1 e" i$ A( Pthe first dividend on the Preferred Shares Series 19 to which the holders are
3 H3 ]' n# L/ [9 ?entitled thereunder subsequent to the time such voting rights first arose until( `6 n! L! [0 j9 q: D) b
such time as the Bank may again fail to declare the whole dividend on the7 G' a7 o+ Q+ j0 U; N- V r
Preferred Shares Series 19 in respect of any quarter, in which event such) U5 N7 |9 |- W! @' \+ [( N
voting rights will become effective again and so on from time to time.- {4 q0 f& ?4 g* W
S-6/ X: E- {8 B% Z6 c- _6 F" N+ N7 n. V
Priority: The preferred shares of each series of the Bank will rank on a parity with
9 g; d' @' E3 }' x/ S2 r; I/ Severy other series and are entitled to preference over the common shares of
" C3 i" V, p0 p8 G5 \( F" Q" l2 D- {the Bank and over any other shares of the Bank ranking junior to the
6 U; z* B1 G* @6 d$ R0 D. opreferred shares with respect to the payment of dividends and upon any
; J+ T ~, ]7 h+ N. q% fdistribution of assets in the event of the liquidation, dissolution or
4 }8 w) _# g9 W3 mwinding-up of the Bank.0 v- i6 `- D$ L9 w. E- ?$ z& _, L
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
$ H. }; r7 R- W4 y- w, ]7 BDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares' [5 l3 [. \7 O; `' M+ R& ]# u
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
; |9 y" e3 r! l" N5 tdividends received on such shares under Part IV.1 of such Act. |
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