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发表于 2008-11-29 16:58
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下面是BMO的:
/ e' y7 z! S% Z9 S9 qSUMMARY OF THE OFFERING
+ O* k1 E/ D& w3 Y6 |% QThis 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’’.2 Y* E! q, e* D1 L' A
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.8 R' V/ E# K {2 v5 J8 i
Amount: $150,000,000 (6,000,000 shares).7 l; J, k: @% ^- Q
Price and Yield: $25.00 per share to yield initially 6.50% per annum.1 X" R, e& P8 s6 m ~9 K# X5 K+ j
Principal Characteristics of the Preferred Shares Series 18
9 l) C( ?0 u8 ]! QDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed ^+ y: {) z8 G6 Y& Z1 Y
non-cumulative preferential cash dividends, as and when declared by the O$ Q" }, t C! [8 H( R
Board of Directors, subject to the provisions of the Bank Act, for the initial
8 ~/ v+ @8 s/ Z3 R; C; J3 Lperiod commencing on the closing date and ending on and including7 w% x+ u, P7 @
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
. }1 D' Z0 k5 ?3 E25th day of February, May, August and November in each year, at a rate
" A8 i. f: O6 v3 N, q' I3 d2 e- \equal to $0.40625 per share. The initial dividend, if declared, will be payable* N" ?& f0 j0 b0 S5 c$ s
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing4 O. m* e% R R$ d( ?, l8 z
date of December 11, 2008.0 V- O @) B( F5 T
For each five-year period after the Initial Fixed Rate Period (each, a
9 Y, v5 I5 B3 X" j6 r: A‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
+ } E0 E* d! W! }, wSeries 18 will be entitled to receive fixed non-cumulative preferential cash. w8 y6 N5 w0 n0 ~5 l% z
dividends, as and when declared by the Board of Directors, subject to the
& J# B+ F; {$ v. ]# Zprovisions of the Bank Act, payable quarterly on the 25th day of February,9 Q# p5 s( c$ y y) `
May, August and November in each year, in the amount per share per annum
4 f6 z; V9 y4 P- q5 Edetermined by multiplying the Annual Fixed Dividend Rate applicable to
8 I. }8 e& g# X: \( z* |such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
8 [, J; k% I7 X6 \, a3 eRate for the ensuing Subsequent Fixed Rate Period will be determined by the
5 b' |2 [: q3 E# tBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
$ x* I1 A" s9 e1 pof such Subsequent Fixed Rate Period and will be equal to the sum of the, D# o+ J' h' Y0 Q5 V
Government of Canada Yield on the applicable Fixed Rate Calculation Date& N( _ g9 o% x9 u% {5 X
plus 3.83%.
/ S' y& f* G' f: k; |If the Board of Directors does not declare a dividend, or any part thereof, on
, B/ e% O. N% {the Preferred Shares Series 18 on or before the dividend payment date for a
: q4 Q+ l) G0 S. u/ zparticular quarter, then the entitlement of the holders of the Preferred
9 c! T6 B3 G. Y' K I1 q0 wShares Series 18 to receive such dividend, or to any part thereof, for such: o% |5 X( t( a& J, ?+ I! i
quarter will be forever extinguished.
; ^1 Q0 D3 u$ b' i* DRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 j& M% ?) }( V. ]5 c, jSuperintendent and to the provisions described below under ‘‘Details of the
( R I2 V3 g6 _6 |+ sOffering — Certain Provisions of the Preferred Shares Series 18 as a
: L* ]* W/ X% }4 M4 T; v/ FSeries — Restrictions on Dividends and Retirement of Shares’’, on
9 G8 J" i1 g& t1 FFebruary 25, 2014 and on February 25 every five years thereafter, on not
7 G1 b: `. W0 k' b0 r+ kmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
/ p* q) B ^/ i$ ]$ A, ~" U! M# y$ @part of the then outstanding Preferred Shares Series 18, at the Bank’s option B, I: F( n9 f
without the consent of the holder, by the payment of an amount in cash for; r% E1 x; Q7 D9 a# I% T
each such share so redeemed of $25.00 together with all declared and unpaid
# G/ I4 w% i m9 }6 i) ]dividends to the date fixed for redemption.
9 N' m: W* | p9 w3 ~+ fConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
- H1 z% I6 i1 C1 _7 O0 kShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
4 W" u. F3 S6 X. O$ B- t% y: {* ^8 Qthe right, at their option, to convert, on February 25, 2014 and on0 [1 N4 p2 A/ k S
S-42 l9 Y2 r+ G3 J5 Y2 x) B" P: P6 v
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
8 L* q: s9 r' V5 c* i( X, eor all of their Preferred Shares Series 18 into an equal number of Preferred
- S6 ?+ i9 W* nShares Series 19 upon giving to the Bank notice thereof not earlier than
) S1 n! C. d; j8 |9 _30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
c- T1 u/ M M3 R; t! ppreceding, a Series 18 Conversion Date.
% J* W3 X1 c1 t* n. fAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
4 b) j0 P' ?# @4 S- o9 F1 z3 b$ ^Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares: |( m9 m' `: z ^6 J9 C
Series 19, as the case may be, that there would be outstanding on such3 B v% ]/ z' u) P3 Q n' B; _
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
( q: w1 o# ~, u+ s* f7 v) e! msuch remaining number of Preferred Shares Series 18 will automatically be
7 r: F0 w! Y, Dconverted on such Series 18 Conversion Date into an equal number of/ y8 e2 u& ~5 G$ B* U+ c' H
Preferred Shares Series 19. Additionally, if the Bank determines that, after; P1 v1 G& P: F1 T; }
conversion, there would be outstanding on such Series 18 Conversion Date
% N, \% r4 o! Z8 x+ ]less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
3 [- {/ S! s) J. \8 f, n( f1 KSeries 18 will be converted into Preferred Shares Series 19. w! b9 a# D2 C4 ?, x
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares1 _* ]4 @& h8 C* e
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
6 f: R0 Y }( @: w1 F3 `) x' Vany meeting of the shareholders of the Bank unless and until the first time at: |1 j) \8 \1 ~0 R2 `4 K* N
which the Board of Directors has not declared the whole dividend on the2 u' B N. J* F: P: [* E- }' g
Preferred Shares Series 18 in any quarter. In that event, subject as
2 c X2 b/ e5 r. u( ` Whereinafter provided, the holders of Preferred Shares Series 18 will be. A7 E2 q9 E: I
entitled to receive notice of, and to attend, meetings of shareholders at which7 b1 G- u) k: W) f9 }# U$ e
directors of the Bank are to be elected and will be entitled to one vote for
& E: T6 v9 e6 M* r i A' ]each Preferred Share Series 18 held. The voting rights of the holders of the1 b4 V; }! Z. }, k9 q
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of7 N G" i8 v b. [* y. a9 b
the first dividend on the Preferred Shares Series 18 to which the holders are. N" f; g+ v m( S% ^; e
entitled thereunder subsequent to the time such voting rights first arose until+ B6 I2 m) s0 L a# \, y% S
such time as the Bank may again fail to declare the whole dividend on the% [/ I; H/ w/ T* Z3 Q5 A% r* m, v0 B
Preferred Shares Series 18 in respect of any quarter, in which event such
9 k! C' T; d4 N+ C* Pvoting rights will become effective again and so on from time to time.9 i: W; _! l6 A }: V" C' t
Principal Characteristics of the Preferred Shares Series 19: m' c8 R: H3 U. y7 ^2 y
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive5 B( e* v" K8 T1 r; y
floating rate non-cumulative preferential cash dividends, as and when. j7 [4 l) o9 f4 p. Z: V( t% R. q% ]
declared by the Board of Directors, subject to the provisions of the Bank Act,& c2 S# E1 g' y, E
payable quarterly on the 25th day of February, May, August and November
0 \0 J8 v ~! }$ cin each year, in the amount per share determined by multiplying the
; i6 e/ p- f: C" S3 f( Oapplicable Quarterly Floating Dividend Rate by $25.00.
7 C+ z" l6 B, Q( q5 }8 K& w1 kOn the 30th day prior to the commencement of the initial quarterly dividend- _( Z% Q1 S `9 l& v8 A
period beginning on February 25, 2014, and on the 30th day prior to the first' P5 m7 F+ W, S+ \$ Z6 ^
day of each subsequent quarterly dividend period (the initial quarterly
3 ^/ U+ \, |5 L' Mdividend period and each subsequent quarterly dividend period is referred to
/ P, j8 Y5 H2 \/ v- zas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
+ h D/ _2 D3 i0 z, ?2 v3 ZQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate" g# L+ d; a+ E
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
/ Y; q7 ^/ L. v- o) S" u4 ^T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days* v' U8 O6 c* m
elapsed in the applicable Quarterly Floating Rate Period divided by 365)# @8 Q/ G, ]9 h
determined on the 30th day prior to the first day of the applicable Quarterly
- H, S4 g5 k; }, N5 m9 ~. SFloating Rate Period.& ? B4 x2 B% X1 ^; V9 e$ M
S-5
1 u4 h: O& g4 B% S" }3 V- L @5 @$ eIf the Board of Directors does not declare a dividend, or any part thereof, on
1 Y! B& j& I) ?0 x" Q: }* hthe Preferred Shares Series 19 on or before the dividend payment date for a
7 A O# D) W4 p, gparticular quarter, then the entitlement of the holders of the Preferred5 B6 f) P8 p, O: B1 H, K6 _
Shares Series 19 to receive such dividend, or to any part thereof, for such# X; e' T% J* K5 s
quarter will be forever extinguished.
/ @. }: T% c) x, r j+ ARedemption: Subject to the provisions of the Bank Act and to the prior consent of the
/ ?) r) X/ m! m. }7 tSuperintendent and to the provisions described below under the heading
$ m: r$ L2 [. q' \# [0 a‘‘Details of the Offering — Certain Provisions of the Preferred Shares
& K$ Y$ R D9 s7 t6 y5 jSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,) j1 J. ~) _7 r' @- c" ?7 o! e
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all1 ^6 g8 e" J% j3 Y8 X
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s: e% A0 Q3 s$ K) F
option without the consent of the holder, by the payment of an amount in+ H. S* _5 A; O- t" s9 R" k
cash for each such share so redeemed of (i) $25.00 together with all declared8 g# F) }# h' ^% \2 Z! u. B' R
and unpaid dividends to the date fixed for redemption in the case of$ y d3 {, ^: D& { u: n
redemptions on February 25, 2019 and on February 25 every five years% k C% \0 i o: o2 T
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to7 J2 X# P2 q* Y0 m* l
the date fixed for redemption in the case of redemptions on any other date
; G) S$ ~& I# B( D8 don or after February 25, 2014.
) M# e$ a8 T, @0 YConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic# J. K: k0 ~ a( @4 k
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have; Z- O ~+ O/ m a
the right, at their option, to convert, on February 25, 2019 and on
2 f. s. z3 o2 \7 M$ EFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any) M+ k1 _+ e# ~7 o
or all of their Preferred Shares Series 19 into an equal number of Preferred6 x6 C8 n' R# ^( Q3 v9 ?/ p$ Z( f
Shares Series 18 upon giving to the Bank written notice thereof not earlier) \$ A$ X" W. k
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
0 g. a4 l, `* ~3 B5 h7 p/ F15th day preceding, a Series 19 Conversion Date.
$ C; O) q5 X4 V$ T& W# UAutomatic Conversion If the Bank determines, after having taken into account all shares tendered# a' c$ t2 e9 R9 Y) J" T8 j/ {
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
2 c: I. q& `" F1 kSeries 18, as the case may be, that there would be outstanding on such
W6 @$ p/ y8 n7 ~Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
( |. n0 p4 R! L, nsuch remaining number of Preferred Shares Series 19 will automatically be
J( \. Z" r+ q$ P7 {. @converted on such Series 19 Conversion Date into an equal number of
# h' B& M. d3 n: H) @1 v7 {Preferred Shares Series 18. Additionally, if the Bank determines that, after
2 Z( D- u/ r: l$ y5 S2 T% {6 kconversion, there would be outstanding on such Series 19 Conversion Date% [/ t4 _ N% P. B5 m( a* E
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares0 c/ T2 ?- m, T+ o! ^
Series 19 will be converted into Preferred Shares Series 18.
4 G; U9 L" h! R! b' CVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares+ I! \2 ?) W: M+ G5 ]* N
Series 19 will not be entitled as such to receive notice of, attend, or vote at,8 a" u1 N! t" q$ K& c4 }2 S
any meeting of the shareholders of the Bank unless and until the first time at
! Y1 R% c0 U. o8 Iwhich the Board of Directors has not declared the whole dividend on the
, V* w8 ]7 W2 j! ~# R: F! p% \Preferred Shares Series 19 in any quarter. In that event, subject as$ u% X" n) d. N D# e
hereinafter provided, the holders of Preferred Shares Series 19 will be- B0 D5 M( j1 |& Z# ?% X! ^
entitled to receive notice of, and to attend, meetings of shareholders at which7 J2 f" S: E# T7 b2 [4 I. \
directors of the Bank are to be elected and will be entitled to one vote for
7 ]! e' x# z- }: Reach Preferred Share Series 19 held. The voting rights of the holders of the
& X5 p0 Z$ }/ L' W% I$ mPreferred Shares Series 19 will forthwith cease upon payment by the Bank of2 c- x$ i# c+ g, ]
the first dividend on the Preferred Shares Series 19 to which the holders are
% F9 D0 A3 w! i$ Lentitled thereunder subsequent to the time such voting rights first arose until
+ w/ ^, k3 h$ r4 l. q1 {1 wsuch time as the Bank may again fail to declare the whole dividend on the
4 y! D" n* j# G) e! OPreferred Shares Series 19 in respect of any quarter, in which event such) }% m) c9 P# z1 M4 t+ J: s% Y
voting rights will become effective again and so on from time to time.
0 Y4 n2 T2 Z8 ~/ l+ DS-6
1 ^$ w- E5 D ^Priority: The preferred shares of each series of the Bank will rank on a parity with
3 T, p6 v1 f6 u i2 I2 devery other series and are entitled to preference over the common shares of9 x3 K; |* z/ _! T% J2 Z
the Bank and over any other shares of the Bank ranking junior to the' p# l: p! U# h
preferred shares with respect to the payment of dividends and upon any+ O3 o/ d" L* j# K' U
distribution of assets in the event of the liquidation, dissolution or6 h) ~, n: n0 A k
winding-up of the Bank.# I0 B) Y' W7 Q' ?, _- l T$ ?# A7 f, q
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
' ]; o- q% C. c2 v$ o) yDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
$ ?& e. k) r; M2 @- C! q) u3 S7 ESeries 18 and Preferred Shares Series 19 will not be required to pay tax on T5 e& s# c7 K
dividends received on such shares under Part IV.1 of such Act. |
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