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发表于 2008-11-29 16:58
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下面是BMO的:
- Y5 X: b+ F$ e" L7 |# JSUMMARY OF THE OFFERING
6 b- w! `) d/ p: p" K% cThis 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’’.
- Q9 S& `* T/ k: A8 m) NIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.6 |0 w: A8 s) O t( ]9 V3 l
Amount: $150,000,000 (6,000,000 shares).
4 d( B- w I" iPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
# @( o2 c. H" J) yPrincipal Characteristics of the Preferred Shares Series 18
, U$ S8 ]# ` dDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed2 c. x$ y8 d' E3 ?( G3 ~' \" \
non-cumulative preferential cash dividends, as and when declared by the {2 n6 m; W& r2 I7 v% J4 u
Board of Directors, subject to the provisions of the Bank Act, for the initial
& ?7 E5 n) u" F2 `1 `9 pperiod commencing on the closing date and ending on and including: } B7 r, u& F; f% l1 p8 D1 t4 ^: c
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
! X4 v/ N' y0 k1 R. h/ }25th day of February, May, August and November in each year, at a rate
4 D5 P9 n/ Q) ]1 Vequal to $0.40625 per share. The initial dividend, if declared, will be payable
2 }7 V3 a! r9 M$ CMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing ^- R1 Z! |9 f8 N) D
date of December 11, 2008.0 c8 l2 z+ g/ T3 o5 p) [" G' p) K
For each five-year period after the Initial Fixed Rate Period (each, a
- w2 g/ ]4 A( c‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares8 I$ c9 E. _& U0 A6 X
Series 18 will be entitled to receive fixed non-cumulative preferential cash
; R& G( u3 J2 l; d" ]4 Udividends, as and when declared by the Board of Directors, subject to the
9 s; A9 k, \6 b1 |provisions of the Bank Act, payable quarterly on the 25th day of February,
4 a7 ^/ Q& e, |5 ^7 yMay, August and November in each year, in the amount per share per annum
4 ]9 N' V1 Y3 I& x2 {# ^determined by multiplying the Annual Fixed Dividend Rate applicable to9 k6 E" E8 r( r' N6 Y: A' B, X' u
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend) W5 P3 m# e& }% G) \0 G
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the. P- E, ^6 X# j0 ?
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day7 ?! ?' Z/ C8 J" a
of such Subsequent Fixed Rate Period and will be equal to the sum of the- i! g5 R7 m" p
Government of Canada Yield on the applicable Fixed Rate Calculation Date/ L8 d5 I* G. A* a9 [
plus 3.83%.
+ l! q! `& h( WIf the Board of Directors does not declare a dividend, or any part thereof, on9 w0 A+ O) o/ m* Z9 p
the Preferred Shares Series 18 on or before the dividend payment date for a" F \% B+ g$ W6 v% g9 u
particular quarter, then the entitlement of the holders of the Preferred, \+ g6 f9 V7 a- B5 e% I0 q
Shares Series 18 to receive such dividend, or to any part thereof, for such
! ~- }; B5 b( u) }. Y! pquarter will be forever extinguished.2 d7 J$ N! C" X0 B5 y: W5 W2 Z
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
# [. {8 Y, ] r+ X7 z0 t: z6 _9 FSuperintendent and to the provisions described below under ‘‘Details of the0 _# H: o- A0 S% m3 |& R1 G! [5 ]; k4 u
Offering — Certain Provisions of the Preferred Shares Series 18 as a
: s! |, F& Q( c+ oSeries — Restrictions on Dividends and Retirement of Shares’’, on% k8 F8 r4 e* n. n
February 25, 2014 and on February 25 every five years thereafter, on not
& N3 m6 R9 i# Dmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
* i$ ^, G, M) w' f# h: e! gpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
2 o% @/ Z8 e4 C) j; B/ k7 \without the consent of the holder, by the payment of an amount in cash for
) @$ t4 N8 y+ w. y6 g( i7 yeach such share so redeemed of $25.00 together with all declared and unpaid
" k% S1 S: e3 ?: gdividends to the date fixed for redemption.
( t4 j1 H# I. C q0 s$ E \; }Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic8 X' N; O. Z* t# ^! B$ ]
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have8 p* f- z& R$ Q% p1 r" p
the right, at their option, to convert, on February 25, 2014 and on* W9 Y5 y4 G' x( U- Z" V9 o1 S
S-41 }, x' b- k7 C4 \* O: `& q) M$ }% |5 [
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
" X$ j4 J8 I: u, U; y% zor all of their Preferred Shares Series 18 into an equal number of Preferred7 V& C1 s4 o! l* X
Shares Series 19 upon giving to the Bank notice thereof not earlier than, D! @1 Q, u1 X* k( A# @/ ^- y2 J
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
: B0 E! n$ I; P* J& l- `; _5 U5 Ypreceding, a Series 18 Conversion Date.
6 Z! F4 V7 a. ~Automatic Conversion If the Bank determines, after having taken into account all shares tendered
( V8 Y) U$ z1 ^0 m0 ?Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
z w* t5 _- T: G. zSeries 19, as the case may be, that there would be outstanding on such4 j5 z: G, S5 A& _, K
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,! I% I2 u) b9 k/ E/ E
such remaining number of Preferred Shares Series 18 will automatically be8 r& y" h0 s! b
converted on such Series 18 Conversion Date into an equal number of
3 M4 G9 M1 C) _Preferred Shares Series 19. Additionally, if the Bank determines that, after
; n5 j; d/ L3 h* I% Jconversion, there would be outstanding on such Series 18 Conversion Date
8 K; ^1 x# `1 X9 Xless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
8 `0 B3 N2 d% F9 m6 M9 u7 mSeries 18 will be converted into Preferred Shares Series 19.7 {5 [/ ]! D6 S% m8 |
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares9 H# r: i6 x3 z0 b x- [
Series 18 will not be entitled as such to receive notice of, attend, or vote at,& D% j0 r, z) K; g2 J' D6 c
any meeting of the shareholders of the Bank unless and until the first time at# w r* A, j& I9 f/ s2 l4 u% Y' K
which the Board of Directors has not declared the whole dividend on the
8 h6 Q* J: y, S$ z) ^1 wPreferred Shares Series 18 in any quarter. In that event, subject as
) ]! w( j3 g5 j4 B. | L* E/ F) thereinafter provided, the holders of Preferred Shares Series 18 will be
9 i0 E) `1 V% oentitled to receive notice of, and to attend, meetings of shareholders at which
$ q9 M" B4 v8 g k6 Adirectors of the Bank are to be elected and will be entitled to one vote for
( W p# M4 q* u& k! F0 R5 i" veach Preferred Share Series 18 held. The voting rights of the holders of the$ {. [- ?1 ~* W
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of# Q6 z6 y0 Z% ]4 h! r2 y
the first dividend on the Preferred Shares Series 18 to which the holders are y- l+ P7 e. W5 T l0 C
entitled thereunder subsequent to the time such voting rights first arose until
0 q+ m9 Y) C- A, p4 Lsuch time as the Bank may again fail to declare the whole dividend on the1 W5 D3 `, v4 A# _
Preferred Shares Series 18 in respect of any quarter, in which event such( M! ]# k7 z! V, ~9 i
voting rights will become effective again and so on from time to time.
! R& w6 K! b1 p9 a+ h& b( m3 _Principal Characteristics of the Preferred Shares Series 19
, W$ ]2 b/ X G2 N1 q% h5 iDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
# c( {! p& Q) l: Rfloating rate non-cumulative preferential cash dividends, as and when
! ?. N9 ]" o) U- q3 |declared by the Board of Directors, subject to the provisions of the Bank Act,* X- h$ ^3 G5 O6 [5 D, ^* x
payable quarterly on the 25th day of February, May, August and November/ ^" Q" E8 S- t' i5 k
in each year, in the amount per share determined by multiplying the
% U1 \4 u8 \* {9 ~9 D# U* q0 qapplicable Quarterly Floating Dividend Rate by $25.00.. d5 I2 A: U k: j
On the 30th day prior to the commencement of the initial quarterly dividend
1 _3 K! o) _. F" D! kperiod beginning on February 25, 2014, and on the 30th day prior to the first; I. o6 m& ^) S; ?. r
day of each subsequent quarterly dividend period (the initial quarterly
( s- H6 K6 t$ adividend period and each subsequent quarterly dividend period is referred to6 D/ y; _) S7 D. E, z0 V2 ?+ _
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
$ R& w, [5 U( E, Z6 L$ C; ZQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate& R: E8 `5 z! {) V
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the* e6 y6 d$ o1 v6 ^6 A' L
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
6 C# Z5 E& l# Y7 N# ]elapsed in the applicable Quarterly Floating Rate Period divided by 365)
' W. k0 L1 H6 @0 X5 X' zdetermined on the 30th day prior to the first day of the applicable Quarterly/ O( h# K6 [ [2 M( H9 }2 ^
Floating Rate Period.
2 O- \; K. W' L) Y/ LS-5: i, V) U- M l7 w! Q3 T" O
If the Board of Directors does not declare a dividend, or any part thereof, on
+ c5 s) p2 c6 \8 r2 Q0 Wthe Preferred Shares Series 19 on or before the dividend payment date for a
( `3 p {0 D- o4 T8 Uparticular quarter, then the entitlement of the holders of the Preferred" I$ o9 w' j- P1 b5 E
Shares Series 19 to receive such dividend, or to any part thereof, for such
' s" p; p) x7 C: m8 p) I s k2 Iquarter will be forever extinguished.- Y+ i9 m' ~. i: `0 `7 C
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the( x: m, O- q( t
Superintendent and to the provisions described below under the heading
' [! q" r. q/ v‘‘Details of the Offering — Certain Provisions of the Preferred Shares1 c6 n( y" ^' M/ Z# z6 K9 Q! u
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
; |: t' f3 H9 X1 _& {5 Z( E0 S6 z8 won not more than 60 nor less than 30 days’ notice, the Bank may redeem all) l. f. A' g4 ?! O
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
1 E. }1 \& D$ H5 D% K! c' a6 moption without the consent of the holder, by the payment of an amount in- S% `7 ?$ ]. ?0 I+ [! @, u3 @
cash for each such share so redeemed of (i) $25.00 together with all declared8 H J+ F3 S5 |4 m. b
and unpaid dividends to the date fixed for redemption in the case of9 {5 j5 C* f4 t( S7 S2 V) T. h
redemptions on February 25, 2019 and on February 25 every five years- `9 e8 P* D( j
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
1 W( ^+ E' ^ |% ?4 H5 L" othe date fixed for redemption in the case of redemptions on any other date7 m/ t- m9 @; d0 d3 v+ j
on or after February 25, 2014.% ~7 j X* y2 ^9 j8 V8 ~# k
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic6 ]6 D; K( Y: S) y/ x
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
6 _5 F; M. _, kthe right, at their option, to convert, on February 25, 2019 and on$ k. B( d, P I" ^: Z. ?
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
( C/ K( O3 h1 k5 ]7 _; Yor all of their Preferred Shares Series 19 into an equal number of Preferred+ J: v6 ?( n: q3 R! M* k
Shares Series 18 upon giving to the Bank written notice thereof not earlier
% D4 {# ]4 r" }$ B1 e$ athan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the$ H, I& v+ @5 K; ~+ L. s5 a
15th day preceding, a Series 19 Conversion Date., V. B2 ~) b* g a6 C) {
Automatic Conversion If the Bank determines, after having taken into account all shares tendered! d! H; w- t% L) Y# R
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
* `0 J0 I W. \" M+ y2 |Series 18, as the case may be, that there would be outstanding on such
( L* R1 k& a: u6 Q# J6 rSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,7 A4 f: c- n4 y, o3 j+ J9 i
such remaining number of Preferred Shares Series 19 will automatically be
' Z3 [8 z) ^& ~( |converted on such Series 19 Conversion Date into an equal number of2 A6 y& E$ D! b2 U
Preferred Shares Series 18. Additionally, if the Bank determines that, after* z4 @! g; A |9 j7 G% [3 s8 j
conversion, there would be outstanding on such Series 19 Conversion Date
4 N0 P. W: |' Uless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
1 t# ] Q1 {5 |1 |' pSeries 19 will be converted into Preferred Shares Series 18.
; V6 }$ f- `# s5 M7 aVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. [; L" `% }( T& x' H' kSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
: }. [+ N! u$ E o7 lany meeting of the shareholders of the Bank unless and until the first time at D! Q7 A0 d5 Q' |9 F
which the Board of Directors has not declared the whole dividend on the
# J0 g: O) Y5 s$ Y/ z' y- }9 EPreferred Shares Series 19 in any quarter. In that event, subject as
# @+ j% l: v! q; X7 jhereinafter provided, the holders of Preferred Shares Series 19 will be
- U) V8 r" d: N, _entitled to receive notice of, and to attend, meetings of shareholders at which
- W5 v4 y% _6 t- ldirectors of the Bank are to be elected and will be entitled to one vote for
; R0 q/ D# {: a! S6 M+ S2 L; neach Preferred Share Series 19 held. The voting rights of the holders of the
1 ?. s/ ^8 m3 m o1 j( E! sPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
6 C1 p% k# N8 u! cthe first dividend on the Preferred Shares Series 19 to which the holders are/ @' K/ G5 y, G
entitled thereunder subsequent to the time such voting rights first arose until2 g6 r: A5 Y7 v7 W2 _) c
such time as the Bank may again fail to declare the whole dividend on the
( v! {% i. b) o- E1 K5 EPreferred Shares Series 19 in respect of any quarter, in which event such8 ~/ o+ n. I+ K0 g9 R' L2 z
voting rights will become effective again and so on from time to time.* k& B5 ^* ~5 L* ]
S-6
3 t/ Z3 @+ L* q( \# _: n4 tPriority: The preferred shares of each series of the Bank will rank on a parity with$ ^- v; X- H3 W7 A# n _( H
every other series and are entitled to preference over the common shares of* z$ H- y' ^, h6 t* N9 ^, {
the Bank and over any other shares of the Bank ranking junior to the: [, V6 E* H$ J
preferred shares with respect to the payment of dividends and upon any
8 `2 H, G6 R2 A! v" Hdistribution of assets in the event of the liquidation, dissolution or. C9 ~$ W. l$ V, E- Q
winding-up of the Bank.
6 x: P. s8 Y! n8 z" r1 \) \9 ~. qTax on Preferred Share The Bank will elect, in the manner and within the time provided under
% M" i+ b0 L; _/ h- ZDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares/ g0 y* u% n& z* |3 G' V/ K
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
; d1 o$ `% X b& L6 `dividends received on such shares under Part IV.1 of such Act. |
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