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发表于 2008-11-29 16:58
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下面是BMO的:
9 R4 _6 K* Z6 ~2 ~$ ~SUMMARY OF THE OFFERING; u n8 \8 \% z6 @7 ?
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’’." Q% F8 Y$ @6 D# T- e1 Z! M
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.9 k% p3 O. ]1 I: m& A- J
Amount: $150,000,000 (6,000,000 shares).
. G" q2 l$ P% Q! ?6 Y1 J7 S! A) e8 R. d6 zPrice and Yield: $25.00 per share to yield initially 6.50% per annum.; ^4 Y: t0 c9 @& D; X
Principal Characteristics of the Preferred Shares Series 18
6 f+ g3 K9 S MDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
8 B2 @6 g& |' n, g% Onon-cumulative preferential cash dividends, as and when declared by the
$ z* q) s3 L! S$ XBoard of Directors, subject to the provisions of the Bank Act, for the initial2 n9 Z/ j) Q9 \+ d5 D
period commencing on the closing date and ending on and including" V0 Q5 p3 \7 w o
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
! Y: H9 r$ T( A0 [& M) W' b25th day of February, May, August and November in each year, at a rate0 y0 k/ D8 c+ E0 v8 Y
equal to $0.40625 per share. The initial dividend, if declared, will be payable
5 Q& R9 ^) X fMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
( R1 u, Y) n/ j0 b) Adate of December 11, 2008.
& F9 f6 Z, }/ \1 `$ J7 CFor each five-year period after the Initial Fixed Rate Period (each, a, R! T) v. i5 ?, g$ D9 y
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares6 X y3 }, F- u- P" v) m& a
Series 18 will be entitled to receive fixed non-cumulative preferential cash. P; K. j# R# l3 @( O' u1 t
dividends, as and when declared by the Board of Directors, subject to the
! }; |) n$ q$ J8 |( n* E vprovisions of the Bank Act, payable quarterly on the 25th day of February,7 e( U0 Y R. J s$ K
May, August and November in each year, in the amount per share per annum- T0 |7 ?: A9 w% J$ W$ Q/ a
determined by multiplying the Annual Fixed Dividend Rate applicable to& J9 ~/ t+ ]3 { }% W( z( M
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend3 G9 v! ~* J: M, @- [
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
1 K9 `2 I0 o) M# X+ c( MBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
) l4 H$ m& j8 I. e2 Q1 rof such Subsequent Fixed Rate Period and will be equal to the sum of the( K' q+ r% S( t9 o: ~, S# o
Government of Canada Yield on the applicable Fixed Rate Calculation Date
$ e" a: U7 }9 b0 ]: c3 c1 `6 _plus 3.83%.
- n9 G: O. h! V7 u( EIf the Board of Directors does not declare a dividend, or any part thereof, on# F3 }$ k7 W3 x& k# n$ [ J
the Preferred Shares Series 18 on or before the dividend payment date for a/ F4 N4 m4 R/ n* _! Y
particular quarter, then the entitlement of the holders of the Preferred7 L5 W }" R; e4 y2 {
Shares Series 18 to receive such dividend, or to any part thereof, for such# ^# P$ \- A H5 {# w
quarter will be forever extinguished.
1 i I; s; M8 H& [( @& b5 FRedemption: Subject to the provisions of the Bank Act and to the prior consent of the7 E; `! N) z" \4 T) j% j. w
Superintendent and to the provisions described below under ‘‘Details of the @8 z/ X3 k {3 d# e! s0 f
Offering — Certain Provisions of the Preferred Shares Series 18 as a
& }2 B, D. Z6 o6 U6 R. kSeries — Restrictions on Dividends and Retirement of Shares’’, on
$ w3 p: u( l! b! UFebruary 25, 2014 and on February 25 every five years thereafter, on not) ^9 ^$ J9 `6 L7 G- \8 s/ \
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any! |8 P/ w7 i1 o0 K0 d
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
# i) a1 V' Q4 b, i2 swithout the consent of the holder, by the payment of an amount in cash for
/ Z( i! E _* T: G6 N2 q$ ~each such share so redeemed of $25.00 together with all declared and unpaid+ G% Q: P3 N r/ J
dividends to the date fixed for redemption.
. ] ^7 w' ^0 t5 sConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
& ]2 _! ?& S5 ^; P* lShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
+ t9 D) ~7 ^* k! Y0 ?: C! Sthe right, at their option, to convert, on February 25, 2014 and on0 c0 v" R, d3 ?& q Q* E
S-4
7 n% c8 |" d0 J) P- g( l: J& Z, DFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any: Y5 a; X. V- X0 u
or all of their Preferred Shares Series 18 into an equal number of Preferred* ~1 U0 Q: {/ B& m- K" N# d
Shares Series 19 upon giving to the Bank notice thereof not earlier than0 s: ], b x7 R( ~# t
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day& B, e* y. i5 L7 ], ^& | [
preceding, a Series 18 Conversion Date.
5 \5 e9 A* V& `1 p5 T+ U7 tAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
: q$ j& I* e! q: B# t5 mProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares8 T, U3 y, T3 ]! Q3 k' _
Series 19, as the case may be, that there would be outstanding on such
& e9 O1 J+ }/ v6 N" H$ XSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,9 k2 Y/ j0 [5 d& G4 Y: y3 r/ Q' g
such remaining number of Preferred Shares Series 18 will automatically be
) z$ r" B- }% K% r b1 ~9 jconverted on such Series 18 Conversion Date into an equal number of4 [1 H; f( S; D0 X
Preferred Shares Series 19. Additionally, if the Bank determines that, after5 A+ M* h4 _% c# Q* m6 v. j
conversion, there would be outstanding on such Series 18 Conversion Date& ~' F4 z/ m7 z
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares) N6 O6 L1 G$ e/ `
Series 18 will be converted into Preferred Shares Series 19.( }5 @6 v0 q$ d8 R
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
% g0 i; Q+ C* c8 p# L. ZSeries 18 will not be entitled as such to receive notice of, attend, or vote at,, G3 O6 `+ M j8 v8 J% J
any meeting of the shareholders of the Bank unless and until the first time at
5 U$ d, Y5 @) s1 i; G+ y4 Uwhich the Board of Directors has not declared the whole dividend on the" Q5 Y3 I" {" }9 @8 [4 X+ S3 t8 m; v
Preferred Shares Series 18 in any quarter. In that event, subject as9 g. z: J# F( |5 S0 }7 A
hereinafter provided, the holders of Preferred Shares Series 18 will be
0 ^2 d% w% Q* q2 b8 E( Lentitled to receive notice of, and to attend, meetings of shareholders at which
4 z. Y; B- Q1 e& g+ r+ Ndirectors of the Bank are to be elected and will be entitled to one vote for
! c& P* g, R4 r+ teach Preferred Share Series 18 held. The voting rights of the holders of the
, G# r5 E# W8 W' Y3 t1 m% YPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
, [* k9 q' E) j# gthe first dividend on the Preferred Shares Series 18 to which the holders are, J; K! d$ o4 K0 t1 m; E5 Y, m
entitled thereunder subsequent to the time such voting rights first arose until/ n3 C1 q* _( [6 x4 [% L, ^
such time as the Bank may again fail to declare the whole dividend on the( {& V2 y4 _# n' d# U; y
Preferred Shares Series 18 in respect of any quarter, in which event such0 j& o' A# k% u5 P0 Q
voting rights will become effective again and so on from time to time.
) m3 w% ^' f! b* x+ L) J- \Principal Characteristics of the Preferred Shares Series 19. _, Q z$ @: Y5 k$ Q
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive a! q5 d2 Z9 e0 x
floating rate non-cumulative preferential cash dividends, as and when
; ?- q; `- P$ |declared by the Board of Directors, subject to the provisions of the Bank Act,' }: Q9 a; D+ x" x( C
payable quarterly on the 25th day of February, May, August and November
* b9 o# L% G: }, ]) pin each year, in the amount per share determined by multiplying the3 p7 r; M9 y2 j1 K$ O& J% d6 Y6 @
applicable Quarterly Floating Dividend Rate by $25.00.2 ?( S; r& R. {9 z# ?" X
On the 30th day prior to the commencement of the initial quarterly dividend+ a7 Q& ?: j# }) i6 i6 k
period beginning on February 25, 2014, and on the 30th day prior to the first
0 a2 A, R D' S3 e1 Mday of each subsequent quarterly dividend period (the initial quarterly
9 o, i( d+ T. ~: \# |dividend period and each subsequent quarterly dividend period is referred to
- h- H: ~6 G8 ^ w# a. Y# Bas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the0 ^+ E; J7 c8 q% Z6 ^2 r1 z
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
* B! m; |$ q; W7 |4 I' S0 ^Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
/ Z3 C, _9 d L) J1 A7 I% e, c" `# kT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days1 o' ?2 q [. y
elapsed in the applicable Quarterly Floating Rate Period divided by 365). j& z. m5 W3 a# b; {) ~1 M
determined on the 30th day prior to the first day of the applicable Quarterly/ _ m# q i; p% G) l) r( t
Floating Rate Period.: m% b" g7 M7 U. Y% W
S-5
/ ~# B% H3 d. q" W3 t5 \# t0 b7 |! aIf the Board of Directors does not declare a dividend, or any part thereof, on6 U. W2 w) _" w# Z: C2 U3 y& E
the Preferred Shares Series 19 on or before the dividend payment date for a0 W5 L6 s4 T. S9 \- c
particular quarter, then the entitlement of the holders of the Preferred
9 M y; r! q. A! e3 vShares Series 19 to receive such dividend, or to any part thereof, for such
g6 n( V) L' [+ S; q% Yquarter will be forever extinguished.0 A: [- f6 h0 V" A
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
3 E9 i3 ^# k. ~* m- f% q: V2 X+ aSuperintendent and to the provisions described below under the heading7 X; w w1 B4 U$ Z
‘‘Details of the Offering — Certain Provisions of the Preferred Shares5 a3 x4 Q0 w2 S; |) r
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’, u( \$ x4 J0 z6 i
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all3 K8 c+ M8 ]# b7 v' A
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s* e% v+ P1 K1 l& E* X7 y
option without the consent of the holder, by the payment of an amount in
2 w: [3 _8 [$ U6 ocash for each such share so redeemed of (i) $25.00 together with all declared' h3 O& G- P8 _0 a. I, b
and unpaid dividends to the date fixed for redemption in the case of+ y U; D" j3 M$ Q9 B+ b
redemptions on February 25, 2019 and on February 25 every five years* s, C9 \' @& x! |
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
5 g, D1 Y3 x# S0 ` J5 Pthe date fixed for redemption in the case of redemptions on any other date3 C6 W1 ^9 ?4 W K/ ~) R5 f
on or after February 25, 2014.
$ a' H- A$ D8 G! Y* CConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic" `5 t* G$ Z6 [3 ]9 a
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
$ t% L9 h( g( O# j2 ^9 Sthe right, at their option, to convert, on February 25, 2019 and on5 e" X1 s. O, Z4 }3 L
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
2 n6 n' a |& r, vor all of their Preferred Shares Series 19 into an equal number of Preferred2 ~2 H9 b- p! R$ x2 ~1 k5 A
Shares Series 18 upon giving to the Bank written notice thereof not earlier( \3 w8 n' g% a; [- F9 n
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the1 Y! R- n. F" ]& H X% W1 Y8 ^
15th day preceding, a Series 19 Conversion Date., z4 p4 Z+ O& y: {, D( _4 q
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
0 C6 z6 X% a, V2 j/ B4 W! DProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares3 I9 p* O, k8 g% B. j4 J
Series 18, as the case may be, that there would be outstanding on such6 f+ \5 n9 `; O+ ?
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
' L3 b% q8 e' N$ i dsuch remaining number of Preferred Shares Series 19 will automatically be5 W; H7 ^3 _8 T2 A$ u
converted on such Series 19 Conversion Date into an equal number of
* Y0 ]0 r4 K' E# CPreferred Shares Series 18. Additionally, if the Bank determines that, after
# n, A2 J4 S7 q" M3 W* g; Fconversion, there would be outstanding on such Series 19 Conversion Date
4 T( ?- `- T7 G0 x) s& Aless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
+ n' Y0 B H5 A3 M% H8 cSeries 19 will be converted into Preferred Shares Series 18.
8 Z0 I9 C+ @, d0 F4 s, \' W4 }# ^: lVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 }- S* ~( R- W
Series 19 will not be entitled as such to receive notice of, attend, or vote at,- P1 M R$ B! V/ G8 N {
any meeting of the shareholders of the Bank unless and until the first time at8 c' t! g) }- D# V2 |; ~# ]
which the Board of Directors has not declared the whole dividend on the
1 O: n* O# w/ }6 n4 Z3 sPreferred Shares Series 19 in any quarter. In that event, subject as
2 S8 X" r( w5 a. F/ S% Whereinafter provided, the holders of Preferred Shares Series 19 will be
+ p- [2 S) P$ g# b7 b, x" X6 r0 j) Sentitled to receive notice of, and to attend, meetings of shareholders at which
0 H, ~8 P1 ?; N N! Z4 hdirectors of the Bank are to be elected and will be entitled to one vote for v, }! D2 H2 k0 q: ^/ [& P
each Preferred Share Series 19 held. The voting rights of the holders of the- h, n) s0 R1 J0 B
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of7 P& e2 K- L" t9 Y; |3 ?- i
the first dividend on the Preferred Shares Series 19 to which the holders are
w' w' ~+ d+ u1 v4 t" I0 yentitled thereunder subsequent to the time such voting rights first arose until
' s% ?( K: Q! V2 F: F [; jsuch time as the Bank may again fail to declare the whole dividend on the5 v$ M7 }5 O9 B7 Q0 B& }
Preferred Shares Series 19 in respect of any quarter, in which event such
! a2 I0 A" W a* Ivoting rights will become effective again and so on from time to time.7 b3 J. Y' K8 z5 w$ V9 a
S-6! }2 U2 d: t; n1 `
Priority: The preferred shares of each series of the Bank will rank on a parity with- a" h3 M4 v9 |" m
every other series and are entitled to preference over the common shares of
5 ]/ P! w# ]" A& x. h. V3 A% J# uthe Bank and over any other shares of the Bank ranking junior to the% \0 {$ n0 c, G! L2 M
preferred shares with respect to the payment of dividends and upon any2 d, \ U5 ?$ F3 v
distribution of assets in the event of the liquidation, dissolution or
' {% {; A B* J& nwinding-up of the Bank.
6 d" q( E' a {- j$ t* aTax on Preferred Share The Bank will elect, in the manner and within the time provided under, E# V4 V% L( Y/ M/ r8 ]3 l9 t' G
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
/ a! P* H5 ]" a! }0 V) Y/ k' CSeries 18 and Preferred Shares Series 19 will not be required to pay tax on4 S3 w- v1 C; |$ S, s. o
dividends received on such shares under Part IV.1 of such Act. |
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