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发表于 2008-11-29 16:58
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下面是BMO的:
5 } p3 |. }) S7 ?6 j/ \SUMMARY OF THE OFFERING
. }! q! r3 ^3 |7 g2 _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’’.
0 b( ]3 l$ _ w# B0 l5 T! x3 w% `Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
7 n7 S) }- k0 Y! o" X4 q7 UAmount: $150,000,000 (6,000,000 shares). K: l. Q' ~2 l+ t2 Z) j7 G6 O
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
5 k: |$ i- D- K( k& V- W; CPrincipal Characteristics of the Preferred Shares Series 18! w7 E5 B0 x1 x7 ~
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
2 D+ `- I9 q' Tnon-cumulative preferential cash dividends, as and when declared by the; D7 O& Z0 l9 n$ B1 T
Board of Directors, subject to the provisions of the Bank Act, for the initial! a* ]) O) L) i6 P4 I
period commencing on the closing date and ending on and including% ^5 q* G$ f8 \
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
8 y, z3 _7 Z2 Q$ D4 Y25th day of February, May, August and November in each year, at a rate
4 p2 s8 k" Y+ \- j- j3 Q4 p) E8 Jequal to $0.40625 per share. The initial dividend, if declared, will be payable
+ z5 ?' b* L9 tMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
6 j+ Y1 \6 r! `! edate of December 11, 2008.
% m* x- v/ T, M$ d ]5 x' EFor each five-year period after the Initial Fixed Rate Period (each, a
3 @9 K% A. K* t. R" d* H‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares2 v1 N+ q% ~' ~, I2 O
Series 18 will be entitled to receive fixed non-cumulative preferential cash9 R2 ?' m \9 y1 ], ]0 M
dividends, as and when declared by the Board of Directors, subject to the. `4 C/ M) O* G1 I( f2 Z' [' C7 k
provisions of the Bank Act, payable quarterly on the 25th day of February,
) b9 T( V, Z9 C- l: _8 ]May, August and November in each year, in the amount per share per annum4 T: r* ]6 K! e. l- p
determined by multiplying the Annual Fixed Dividend Rate applicable to$ O8 z+ l! W0 N1 D" r
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend, r' c& v9 |+ F& n; W
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the4 x* w5 |* P1 ~0 ?; a1 B) ~; X5 Y
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day4 B- U }6 |( R8 S7 Y5 ^6 R
of such Subsequent Fixed Rate Period and will be equal to the sum of the. Q( E9 ]- `) a6 F( i
Government of Canada Yield on the applicable Fixed Rate Calculation Date8 D& K5 {5 i# P$ [. o
plus 3.83%.
5 `0 V& |1 }) Z: hIf the Board of Directors does not declare a dividend, or any part thereof, on4 q% S. `: R I# c# t
the Preferred Shares Series 18 on or before the dividend payment date for a
, C$ y# h* |, O; W7 i0 Hparticular quarter, then the entitlement of the holders of the Preferred
( D e C. r3 D% a1 [0 }Shares Series 18 to receive such dividend, or to any part thereof, for such
( h. i5 J/ a( I6 T% q8 \quarter will be forever extinguished.' d; h* ]7 e8 I) X4 e6 B% w
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the: S8 A/ G8 ]# t+ L3 j
Superintendent and to the provisions described below under ‘‘Details of the9 l* U% H& n, U5 Z: c; f6 ?
Offering — Certain Provisions of the Preferred Shares Series 18 as a
( K, ]* d) O+ N1 iSeries — Restrictions on Dividends and Retirement of Shares’’, on! }# a, t- F d( i! z" p
February 25, 2014 and on February 25 every five years thereafter, on not
/ F2 m, D G; Umore than 60 nor less than 30 days’ notice, the Bank may redeem all or any* \) f3 n+ I, K& @; c
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
# |8 O4 U6 S' O3 M6 f" @) K1 Rwithout the consent of the holder, by the payment of an amount in cash for
# A0 M% D- l G" L! ^each such share so redeemed of $25.00 together with all declared and unpaid
! g: Q$ `& w/ K( ~! A& }5 t* Ydividends to the date fixed for redemption.
6 |# W( b* Q% W8 UConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
! D& d$ G! C3 K% C/ NShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have, U' G4 F' ?! _# `
the right, at their option, to convert, on February 25, 2014 and on, |( }- m6 w5 [
S-4* e. l9 `, @+ M2 Y$ Q* M8 b3 @7 q W
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
& v4 J/ D( `8 r' ]. mor all of their Preferred Shares Series 18 into an equal number of Preferred
! t; D' E V! o& N' `/ y5 D5 S( qShares Series 19 upon giving to the Bank notice thereof not earlier than
& [/ C1 h' g/ t. Z+ y* D30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day0 a+ M; j/ X v: l) K+ H& j
preceding, a Series 18 Conversion Date.3 n! h& A: f2 f) x* o# C
Automatic Conversion If the Bank determines, after having taken into account all shares tendered& U! r2 g8 H9 J$ Y/ K4 E' {
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares$ J: t3 g, G8 Q% p! P( L
Series 19, as the case may be, that there would be outstanding on such. w4 F7 T. }, C2 K' R: ~" o
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18," j; A- U. D: k; r2 F' z
such remaining number of Preferred Shares Series 18 will automatically be
! {* ?- R& _; ]% [' f2 b; _( Xconverted on such Series 18 Conversion Date into an equal number of; P- T& q2 Q6 g( M, a+ ]
Preferred Shares Series 19. Additionally, if the Bank determines that, after9 k& W3 A& ~) M9 `
conversion, there would be outstanding on such Series 18 Conversion Date
4 d$ H, K) q+ q; oless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares5 g4 x5 `' U5 g- M: I
Series 18 will be converted into Preferred Shares Series 19.
* Q- ?. J- U$ L! A3 Y! OVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 x! N/ s2 |0 S LSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
; o9 C2 Z) m4 `" b7 q& a* Pany meeting of the shareholders of the Bank unless and until the first time at
6 K$ u( N* {8 R l) \- k1 Lwhich the Board of Directors has not declared the whole dividend on the
3 X' f) J6 m- k SPreferred Shares Series 18 in any quarter. In that event, subject as' ]/ U4 y: G4 L y) [
hereinafter provided, the holders of Preferred Shares Series 18 will be/ }7 V( b* g4 ]2 q1 s7 k
entitled to receive notice of, and to attend, meetings of shareholders at which$ _+ @: d. ~; _ }
directors of the Bank are to be elected and will be entitled to one vote for& S; ^# j/ ]) X2 ^$ k
each Preferred Share Series 18 held. The voting rights of the holders of the
2 C) Q3 W1 N6 k* _' MPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
6 Q5 F+ u( I5 Q2 p) d- `4 c* Othe first dividend on the Preferred Shares Series 18 to which the holders are ]+ o4 c5 x* ]/ @
entitled thereunder subsequent to the time such voting rights first arose until1 b- Q8 M) j% E' X
such time as the Bank may again fail to declare the whole dividend on the) A0 R& X. y% J
Preferred Shares Series 18 in respect of any quarter, in which event such
; W, S7 G% S. F9 y" e/ e+ V/ }voting rights will become effective again and so on from time to time.
/ E+ i, e' G0 J+ ~; o3 ^" C6 c: |Principal Characteristics of the Preferred Shares Series 19: Z5 t9 _9 b( {; M& T. H
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive3 g" I% y0 R& \# ~4 z; w, w
floating rate non-cumulative preferential cash dividends, as and when" A( S" _6 h4 n3 f/ s7 S
declared by the Board of Directors, subject to the provisions of the Bank Act,
, [8 v! f' [3 u: D' v* Fpayable quarterly on the 25th day of February, May, August and November
, F% g' P# h+ p7 Z3 A% l. Iin each year, in the amount per share determined by multiplying the5 N' E/ j, t# r/ Y
applicable Quarterly Floating Dividend Rate by $25.00.
' Y' m8 |( @0 r) D3 ]On the 30th day prior to the commencement of the initial quarterly dividend) u4 T8 D4 x% D+ P/ ]/ c6 ^9 K
period beginning on February 25, 2014, and on the 30th day prior to the first
8 M% p' x) e" r. l# Xday of each subsequent quarterly dividend period (the initial quarterly
5 I, Y4 Q) o8 p x( H9 L- Mdividend period and each subsequent quarterly dividend period is referred to
K3 `% w" N% F3 h+ F) R0 D; Sas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
0 N) r, y0 C4 u- q" YQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
5 x8 p2 N. T. S X+ I( ?Period. The Quarterly Floating Dividend Rate will be equal to the sum of the( @7 A; n+ \( E( E& q; h
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
! m3 b: R5 G8 S3 t! C3 q: \6 A; kelapsed in the applicable Quarterly Floating Rate Period divided by 365)
, }- v7 F) K R: }, q' A* c( Ldetermined on the 30th day prior to the first day of the applicable Quarterly% g2 j( F9 C$ k
Floating Rate Period.
1 W. \2 D7 ]3 E, qS-5
5 Y9 Y6 J$ N4 f2 B2 {If the Board of Directors does not declare a dividend, or any part thereof, on+ e6 {7 r2 i, N: O1 ]9 Y$ ~4 |! h
the Preferred Shares Series 19 on or before the dividend payment date for a
" u m; q9 e) f# Xparticular quarter, then the entitlement of the holders of the Preferred+ D5 x' g2 J- y- Z
Shares Series 19 to receive such dividend, or to any part thereof, for such
) T# Y' V) E3 d7 M hquarter will be forever extinguished.: p& e- O% { X+ {6 t S
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the( e1 H5 c: K n9 ^
Superintendent and to the provisions described below under the heading
* W7 g% p, H# X4 b5 X* |$ H$ u# u‘‘Details of the Offering — Certain Provisions of the Preferred Shares4 V& I0 I$ R( R9 @/ a/ i% a
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,: [" k( X: ?" x3 Y
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all$ t) S; S+ R5 B8 ]- u, s0 @' t& L
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
8 s6 u u" s; D- L! \option without the consent of the holder, by the payment of an amount in5 L* w% |+ }( u( b9 J
cash for each such share so redeemed of (i) $25.00 together with all declared
" @1 f7 e. `9 T) q0 s( dand unpaid dividends to the date fixed for redemption in the case of
8 S. D' M0 Z% aredemptions on February 25, 2019 and on February 25 every five years
5 V% Z) R& o* j0 r! X# S" o# Pthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
3 ?# @" p9 @! Q1 Nthe date fixed for redemption in the case of redemptions on any other date9 o# Z7 M' W8 m6 q
on or after February 25, 2014.
% X+ a/ |7 _6 i# s0 `% |Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic+ x# x! a) A. v. p; \' B3 B' K
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have8 P1 [# j8 ~( w$ n" [6 p! J- v
the right, at their option, to convert, on February 25, 2019 and on1 R/ A v* L; c, t
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any9 d' U9 J' o0 {0 n% a) Q
or all of their Preferred Shares Series 19 into an equal number of Preferred
$ ]. w6 T( @. k& L" T7 W& c5 w. \Shares Series 18 upon giving to the Bank written notice thereof not earlier4 a5 j E1 }$ G2 U
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the+ ~+ J5 T& ?5 \' t" H" a! I+ H
15th day preceding, a Series 19 Conversion Date.0 |# }- _2 ?, O# A; C7 O) W
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
- U) P) r$ {6 b" r" D+ k# _7 jProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares5 P0 h9 x/ K _+ `5 e
Series 18, as the case may be, that there would be outstanding on such7 K4 k. ~! s3 a; Q/ h8 }. M0 b# \
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
) }- V& L! \# jsuch remaining number of Preferred Shares Series 19 will automatically be0 s" E2 b! `2 }- i" j$ T" F1 c6 f% |
converted on such Series 19 Conversion Date into an equal number of
1 @& y' [. S: y( F. p$ k; KPreferred Shares Series 18. Additionally, if the Bank determines that, after
& }) N1 I$ n; o- D* i. t! mconversion, there would be outstanding on such Series 19 Conversion Date: q; A7 f7 {9 T5 d
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
, H. u$ P' y7 vSeries 19 will be converted into Preferred Shares Series 18.+ t9 X0 v% F7 Y2 R+ A% a2 s
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 P: H( e# e. X- B+ {' [
Series 19 will not be entitled as such to receive notice of, attend, or vote at,, \. @3 E+ d9 K8 s" G! A
any meeting of the shareholders of the Bank unless and until the first time at, W% v) `3 h1 F
which the Board of Directors has not declared the whole dividend on the
$ `$ f* i# a! V0 [/ p1 s) f- oPreferred Shares Series 19 in any quarter. In that event, subject as3 H) d& I3 G: U: w2 l+ \6 u Z$ f% S
hereinafter provided, the holders of Preferred Shares Series 19 will be: |' e& }1 e; s' T! E4 |! D
entitled to receive notice of, and to attend, meetings of shareholders at which5 B' g! |9 N* ]" B+ M( m
directors of the Bank are to be elected and will be entitled to one vote for& J9 ?3 w( l0 x: s
each Preferred Share Series 19 held. The voting rights of the holders of the" f9 u: w) b' Z# B
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
- o' {; o3 m8 cthe first dividend on the Preferred Shares Series 19 to which the holders are# S* l0 D- R# O l5 `
entitled thereunder subsequent to the time such voting rights first arose until X# B+ K) k/ Z" U
such time as the Bank may again fail to declare the whole dividend on the4 Y! W P2 ?6 h. R3 B
Preferred Shares Series 19 in respect of any quarter, in which event such5 d* I6 J1 L' O# ]5 {7 W' ^- {
voting rights will become effective again and so on from time to time.9 d* o4 ~3 X8 k" K% r# B# P. X# j
S-6
9 g& y$ X+ ^6 s+ U) T) k9 ~ EPriority: The preferred shares of each series of the Bank will rank on a parity with! C& b* i$ I. e" Q3 W$ \
every other series and are entitled to preference over the common shares of
- F5 \$ ~! K$ A" Ithe Bank and over any other shares of the Bank ranking junior to the
$ g& K: Z- O+ ?7 s4 }preferred shares with respect to the payment of dividends and upon any
' d8 \" b s& q2 I5 g/ L$ [distribution of assets in the event of the liquidation, dissolution or
! c9 i3 `, ]. Y) a# R7 B- P6 }0 _winding-up of the Bank.
6 ?: ~/ {- b; j! E& |Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
) J( t* U3 m Y6 X ZDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
: z3 o. w$ T+ W5 i8 p% xSeries 18 and Preferred Shares Series 19 will not be required to pay tax on; u! J/ D4 o' ?5 h# A# `7 a
dividends received on such shares under Part IV.1 of such Act. |
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