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发表于 2008-11-29 16:58
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下面是BMO的:
- L8 P" B/ k* }: L# I% ]1 q; A# XSUMMARY OF THE OFFERING$ s g C/ e" e' d# [/ S
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’’." O8 j/ X' l4 ^/ \& M: I
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.1 U# a1 O) b* z5 Z3 Z
Amount: $150,000,000 (6,000,000 shares).
8 l; n( }* i( O7 p4 c. OPrice and Yield: $25.00 per share to yield initially 6.50% per annum.0 p2 [$ h2 }3 \0 h N9 |
Principal Characteristics of the Preferred Shares Series 18: p w& _/ Z% }
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed0 j0 z1 h K& G4 {( t" N3 \
non-cumulative preferential cash dividends, as and when declared by the
# S; o/ @) U7 e. e D. o) rBoard of Directors, subject to the provisions of the Bank Act, for the initial3 W5 Y! J- ]' O4 B Y7 ^0 I* R0 I
period commencing on the closing date and ending on and including5 U& D0 a D) b; u- t& X
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the& a+ [3 R. U: ~& m! |
25th day of February, May, August and November in each year, at a rate5 g/ N0 O" x- c9 D0 U( \( r
equal to $0.40625 per share. The initial dividend, if declared, will be payable
6 j4 \1 ?& z V' K% { O0 KMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing" e9 o* q( b& [* _+ |
date of December 11, 2008." d! _! t I3 w7 V- a
For each five-year period after the Initial Fixed Rate Period (each, a
2 Q8 \# y$ T" l3 _‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares& C8 j5 W" F6 [+ `+ a* e z
Series 18 will be entitled to receive fixed non-cumulative preferential cash
7 }4 y( d* L$ Z2 |6 Ndividends, as and when declared by the Board of Directors, subject to the0 g7 o9 E3 g+ l7 L" j3 t
provisions of the Bank Act, payable quarterly on the 25th day of February,
' h; w) ^$ [8 k' zMay, August and November in each year, in the amount per share per annum+ G% @$ p& A( j5 |" L
determined by multiplying the Annual Fixed Dividend Rate applicable to
' I& r; U' q9 T7 n" e) Lsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
; Q! w- Z+ \: {- y+ TRate for the ensuing Subsequent Fixed Rate Period will be determined by the
' [# [6 E7 J7 cBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day( t# C- F. L" ]! q: z( Q
of such Subsequent Fixed Rate Period and will be equal to the sum of the
! s: O! o0 E; w; UGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
* }( W- ~! D# o3 G3 s# S2 Kplus 3.83%., ~ k4 m3 Y- M) N) Z# h
If the Board of Directors does not declare a dividend, or any part thereof, on' U) y( I! i) Z: l+ h! c
the Preferred Shares Series 18 on or before the dividend payment date for a
7 e/ M6 w- N" [1 i1 x& Mparticular quarter, then the entitlement of the holders of the Preferred
$ Z1 R c8 F# V# u5 T4 B: SShares Series 18 to receive such dividend, or to any part thereof, for such
# v. x {$ k; m! }0 c" @( x: Q2 Rquarter will be forever extinguished.5 N, F6 R# S7 q( Z
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the0 f1 X( \+ ~1 t0 `- B1 \ R
Superintendent and to the provisions described below under ‘‘Details of the
5 e/ | D3 ~9 O1 a! K5 KOffering — Certain Provisions of the Preferred Shares Series 18 as a) e" [9 y" R' {1 m6 I
Series — Restrictions on Dividends and Retirement of Shares’’, on
- I/ J5 I: z2 r0 Y* q1 A1 bFebruary 25, 2014 and on February 25 every five years thereafter, on not
: [( w; I7 a4 @; w# w: Wmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any; _# N2 Q3 N. |" S! S
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
3 H5 m# H! _3 ^3 Qwithout the consent of the holder, by the payment of an amount in cash for: B9 C* F6 R0 k( [
each such share so redeemed of $25.00 together with all declared and unpaid1 B# v; z- \& u' f- F+ ]
dividends to the date fixed for redemption.
8 ?$ m* V# _" J5 o+ v, r. d0 ~Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic4 R ^1 _6 s5 l5 N2 K
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have* f' u. A- M; {+ G
the right, at their option, to convert, on February 25, 2014 and on1 o/ \9 |, G, b1 }8 ~5 T
S-4
: ?5 B. Y$ P8 bFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
: R; A1 `8 m. X9 a0 ror all of their Preferred Shares Series 18 into an equal number of Preferred5 u0 t6 U/ S |6 ^* Y- a; j
Shares Series 19 upon giving to the Bank notice thereof not earlier than; T" f9 i! [0 l Z
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day- g1 p- ~4 k. | y5 [
preceding, a Series 18 Conversion Date.) D% k% Y2 u. }% J- t, S) m
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
2 D9 b4 Q& Y' q3 s5 S ~" \# b1 T- @Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares5 Y, R9 y" F6 j% z
Series 19, as the case may be, that there would be outstanding on such
1 G9 |5 e: x! Y8 z2 K! {7 X& b- U" C nSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
& `2 J+ @# O6 r1 C3 F- i3 q- `1 t& nsuch remaining number of Preferred Shares Series 18 will automatically be8 S3 t- Q9 o) j6 x& }2 x5 _
converted on such Series 18 Conversion Date into an equal number of8 e }$ @, M" r" W8 L
Preferred Shares Series 19. Additionally, if the Bank determines that, after
}# z5 ~6 W p4 y9 _ Aconversion, there would be outstanding on such Series 18 Conversion Date
: h& e5 E" w, C. Oless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares8 {& i5 G0 C0 D6 Q' Y
Series 18 will be converted into Preferred Shares Series 19.
8 n$ l' z1 w" [- t( i- GVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
' c3 A4 ]# t( v) B, bSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
2 X/ p; e7 Z$ l# Eany meeting of the shareholders of the Bank unless and until the first time at9 K/ q! n9 r% {) ^) N. V
which the Board of Directors has not declared the whole dividend on the
% V5 ^& i, V& \, F# X% M' a: E/ PPreferred Shares Series 18 in any quarter. In that event, subject as6 I0 }9 N" {. v/ P3 s* Z) [6 {
hereinafter provided, the holders of Preferred Shares Series 18 will be) b8 W+ E3 v5 v
entitled to receive notice of, and to attend, meetings of shareholders at which7 ^8 P% C5 R; E w) ^3 }# u
directors of the Bank are to be elected and will be entitled to one vote for
. l6 d6 W% |, I( P: J7 _each Preferred Share Series 18 held. The voting rights of the holders of the
( V7 T# |% p- {5 ePreferred Shares Series 18 will forthwith cease upon payment by the Bank of2 ^' r" [ O5 t$ I
the first dividend on the Preferred Shares Series 18 to which the holders are
. z8 U/ m( a7 |. B8 K' B) T$ V6 Fentitled thereunder subsequent to the time such voting rights first arose until
) n# {* p3 T9 x- Zsuch time as the Bank may again fail to declare the whole dividend on the5 V' i _" h5 B3 x' u# }, s1 C1 s
Preferred Shares Series 18 in respect of any quarter, in which event such: }6 P/ T1 d0 M# M9 b$ e+ j
voting rights will become effective again and so on from time to time.9 G5 w# A- x) P3 p8 h7 a+ U$ R
Principal Characteristics of the Preferred Shares Series 19
8 E- l7 Q; U7 E A) g( R# oDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
- `/ `# @- |$ C: F1 w1 i, Sfloating rate non-cumulative preferential cash dividends, as and when
, ? A% O1 K! s. c4 H" x9 xdeclared by the Board of Directors, subject to the provisions of the Bank Act,2 T1 Q. ~( h* b; a
payable quarterly on the 25th day of February, May, August and November3 Q! p: d$ B" |' M! o; l
in each year, in the amount per share determined by multiplying the7 z& m8 P1 Y9 i a
applicable Quarterly Floating Dividend Rate by $25.00.
4 Y5 i5 }- U: E/ p6 @+ SOn the 30th day prior to the commencement of the initial quarterly dividend
: Z: g" l+ @9 X) R) H6 Speriod beginning on February 25, 2014, and on the 30th day prior to the first2 d& _ R9 T8 ?: V" K
day of each subsequent quarterly dividend period (the initial quarterly5 X6 C5 F. g6 c4 T# m6 N
dividend period and each subsequent quarterly dividend period is referred to6 q1 F$ P* c/ E
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the8 Y r6 T3 ]; D) @7 E% H
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate) c( H- [, d+ u- ?: J
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the- ~. H& j* K4 D; j* p
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days/ H- G5 q* u! i' G* E4 F" C! d/ {* J
elapsed in the applicable Quarterly Floating Rate Period divided by 365)) H+ c x4 J D- c8 `/ u8 _
determined on the 30th day prior to the first day of the applicable Quarterly1 m! i: Y, r T5 A5 _4 R& K
Floating Rate Period.
1 z: Z. g1 P0 {; F% xS-5( Y, }1 a7 L/ {% V5 {
If the Board of Directors does not declare a dividend, or any part thereof, on9 {7 q% y" k' d- O
the Preferred Shares Series 19 on or before the dividend payment date for a7 b- j5 Y1 J7 J) {0 n* [
particular quarter, then the entitlement of the holders of the Preferred/ c+ ?" f. P1 u! j( ?5 E$ m) Q4 H
Shares Series 19 to receive such dividend, or to any part thereof, for such5 C4 V, z, j- |7 t. |( D- s
quarter will be forever extinguished.* w9 [8 M5 _2 |, f9 ]6 ~) l! v, Y
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the" w/ T8 S2 D9 p; l) y+ c# c
Superintendent and to the provisions described below under the heading
8 f1 }! R g+ [# z! n‘‘Details of the Offering — Certain Provisions of the Preferred Shares. o+ \* a+ | k- U; h0 A- T E" z
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
+ P) U% ~$ z: l, X2 @on not more than 60 nor less than 30 days’ notice, the Bank may redeem all. d J( ^6 C" s) v( x- f
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
. P2 B7 z9 q; d4 _7 F9 }& ?- ^ ]option without the consent of the holder, by the payment of an amount in: i" ^: N9 K" ^/ h0 S. x4 \
cash for each such share so redeemed of (i) $25.00 together with all declared
2 D+ J; U# [. s" n) jand unpaid dividends to the date fixed for redemption in the case of. Z+ Y# q8 m$ j9 a$ f' l8 c
redemptions on February 25, 2019 and on February 25 every five years: _4 B) z( x: B( c! y
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to0 O9 I' F( R. H, k' E9 V( X& m
the date fixed for redemption in the case of redemptions on any other date) e1 E/ B( b, N7 p* b/ ]* W
on or after February 25, 2014.3 }& | v2 r6 h7 \0 [
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic7 `5 v+ Z4 ]: X
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
4 H6 P# m$ I; N2 T5 v. h! Othe right, at their option, to convert, on February 25, 2019 and on3 J) o3 n7 D: Z5 j y9 z
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any$ e. p7 b% v: x1 u% K( A! p
or all of their Preferred Shares Series 19 into an equal number of Preferred
. y/ G1 b" J2 M tShares Series 18 upon giving to the Bank written notice thereof not earlier
& n0 L1 u8 m2 H( m" U( @than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
. n9 W2 |. A4 T& S6 [. Z3 B15th day preceding, a Series 19 Conversion Date.$ }; E; X) e( M
Automatic Conversion If the Bank determines, after having taken into account all shares tendered; |, Y1 @ k& H. | ?8 |/ ]
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares" | p0 d" p5 @/ s( a3 m
Series 18, as the case may be, that there would be outstanding on such z( `; x$ t" T) |2 @4 C( p
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
2 P% U- X; f6 S: Z+ Zsuch remaining number of Preferred Shares Series 19 will automatically be3 ]1 s1 R h, a1 @ M- F# C
converted on such Series 19 Conversion Date into an equal number of ~ q' ]* I7 k) ]$ J& I: w
Preferred Shares Series 18. Additionally, if the Bank determines that, after
4 u1 C9 k5 w2 p5 _+ Yconversion, there would be outstanding on such Series 19 Conversion Date3 r# o4 X. `0 G2 {
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares2 c; Z1 {+ H. Z' u7 L) C8 _
Series 19 will be converted into Preferred Shares Series 18.
/ a) @, H# |, P$ \5 x& t# {+ ^% q- vVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares# {" s+ f+ Z& ~
Series 19 will not be entitled as such to receive notice of, attend, or vote at,! c# g6 M H. O/ [! c* B
any meeting of the shareholders of the Bank unless and until the first time at
1 Q! ]* p9 T6 w7 B, Kwhich the Board of Directors has not declared the whole dividend on the
/ N, T/ U5 F8 H# U/ b5 W. HPreferred Shares Series 19 in any quarter. In that event, subject as
# x& I5 ]( Q+ k: zhereinafter provided, the holders of Preferred Shares Series 19 will be
+ ?* K& t( n% r& Yentitled to receive notice of, and to attend, meetings of shareholders at which5 I" U6 L( R x- Z/ y3 o. \' a
directors of the Bank are to be elected and will be entitled to one vote for- _* X8 \2 d2 T" F
each Preferred Share Series 19 held. The voting rights of the holders of the# s* ]: |) u4 r8 [
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of6 d3 A. Z% k5 R
the first dividend on the Preferred Shares Series 19 to which the holders are
3 K0 h% _4 K$ s) _ ?. ^+ dentitled thereunder subsequent to the time such voting rights first arose until
9 V: @3 G4 I; _% Tsuch time as the Bank may again fail to declare the whole dividend on the
9 d% `8 X+ h5 D( }3 C8 v0 H9 pPreferred Shares Series 19 in respect of any quarter, in which event such
, e" N- A, B# n m) A+ R) O4 uvoting rights will become effective again and so on from time to time.
) {/ U9 q/ g* x2 FS-6
9 u* q/ b9 Y, z: r/ D) IPriority: The preferred shares of each series of the Bank will rank on a parity with( M8 |! S; L3 t( F4 j& {% L( R
every other series and are entitled to preference over the common shares of6 y; U. k. S3 p0 B1 [
the Bank and over any other shares of the Bank ranking junior to the" y* S6 g3 x$ |, L& \1 y, b
preferred shares with respect to the payment of dividends and upon any5 M; g4 ?7 @- t C, I8 J9 x8 x
distribution of assets in the event of the liquidation, dissolution or2 Y! ^+ C/ ~# K% \# q% u9 d
winding-up of the Bank.
; e0 h: r, C3 U4 e& `; rTax on Preferred Share The Bank will elect, in the manner and within the time provided under8 Q6 U9 ]2 F- ]4 n5 Q0 {
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
' W; M4 @( c0 q. O$ R1 LSeries 18 and Preferred Shares Series 19 will not be required to pay tax on; D8 ?0 p/ B( `- g q
dividends received on such shares under Part IV.1 of such Act. |
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