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发表于 2008-11-29 16:58
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下面是BMO的:
; M6 Z+ B1 Q' D9 l8 j7 FSUMMARY OF THE OFFERING* Y- Y( b% u H \1 A
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’’.; |* ~+ A5 @2 E9 u
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18./ B$ I5 U9 G3 A: h" Y
Amount: $150,000,000 (6,000,000 shares).# q- q0 d8 U$ N% p' F1 y9 g: k
Price and Yield: $25.00 per share to yield initially 6.50% per annum.; S! ]. p% p0 K
Principal Characteristics of the Preferred Shares Series 18
. L: Y% R8 q R' g% Q* {Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed$ t* O* X& X0 {% f
non-cumulative preferential cash dividends, as and when declared by the: M1 h2 }" }7 {4 S
Board of Directors, subject to the provisions of the Bank Act, for the initial/ V' x0 o% Y9 K H" z
period commencing on the closing date and ending on and including% A) x% b; I5 `8 N
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the0 x6 M2 B0 K* q+ r
25th day of February, May, August and November in each year, at a rate
: j7 |8 z9 f- Y2 D% Q: [equal to $0.40625 per share. The initial dividend, if declared, will be payable
% d) d4 t F @/ w8 K4 I. VMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing0 z# Y0 \+ H9 Y5 a: H, I* f/ q: y
date of December 11, 2008.
. b9 i6 p! e& q' ^& C JFor each five-year period after the Initial Fixed Rate Period (each, a
) M7 j, X/ S4 L0 h1 S) B- j‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
) s7 d( Z! ]3 _: HSeries 18 will be entitled to receive fixed non-cumulative preferential cash) Q" u4 [2 B5 p. F; }& I0 d) c
dividends, as and when declared by the Board of Directors, subject to the5 i, ^; A8 g& \$ N# W! k; g
provisions of the Bank Act, payable quarterly on the 25th day of February,6 D/ u. i- W f
May, August and November in each year, in the amount per share per annum
" {. ~" Z. ~* ]2 Y1 w2 Xdetermined by multiplying the Annual Fixed Dividend Rate applicable to& |/ ]: v8 n' W7 Z5 w ]
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
" G5 R% A6 r8 U8 NRate for the ensuing Subsequent Fixed Rate Period will be determined by the7 K, c% I ^- B/ {, `0 |2 t
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
?" B- S$ T3 S2 c+ mof such Subsequent Fixed Rate Period and will be equal to the sum of the- l, {' O7 n% M/ ^
Government of Canada Yield on the applicable Fixed Rate Calculation Date9 u) ]9 V+ P. m7 @4 v. c
plus 3.83%.7 J6 r- n4 u2 y) u4 s
If the Board of Directors does not declare a dividend, or any part thereof, on( P4 J# ^" d9 i% f
the Preferred Shares Series 18 on or before the dividend payment date for a7 E+ @! ?' [: l/ \3 d: a0 m X; I, ?
particular quarter, then the entitlement of the holders of the Preferred
- u7 j& N" z; P9 _1 d5 S" vShares Series 18 to receive such dividend, or to any part thereof, for such1 h' E* B; e/ p: ~" h
quarter will be forever extinguished.
+ E+ i5 ~ ]. z: D! xRedemption: Subject to the provisions of the Bank Act and to the prior consent of the3 _! E5 F1 k* I5 [9 ?& o
Superintendent and to the provisions described below under ‘‘Details of the3 `- i# M/ {9 X( w b& s1 q4 S
Offering — Certain Provisions of the Preferred Shares Series 18 as a, d7 L( H5 E6 J2 m6 B
Series — Restrictions on Dividends and Retirement of Shares’’, on7 ]: ` f* e; z. m; @6 F
February 25, 2014 and on February 25 every five years thereafter, on not
" ~$ c% X" R0 n0 C) W1 q8 q" {/ qmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
( M1 x* f" H$ y4 \/ R6 z& G2 Opart of the then outstanding Preferred Shares Series 18, at the Bank’s option
, @& H4 ^' t1 O8 Y5 Y' I+ Cwithout the consent of the holder, by the payment of an amount in cash for
1 J6 I; ~8 Z$ N1 v8 }9 A! k! zeach such share so redeemed of $25.00 together with all declared and unpaid i" j# [1 |0 `+ }( |1 G
dividends to the date fixed for redemption.
. M( x* V! ^: D( yConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic7 `9 z R8 N: J
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
: |; D* ], B$ y# C+ C# Cthe right, at their option, to convert, on February 25, 2014 and on' R7 t/ g% O; D$ g2 N
S-4; E1 O) n& d, L3 R
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
' G" Y( L; @8 ]or all of their Preferred Shares Series 18 into an equal number of Preferred0 C1 P/ U8 V7 C+ s0 l6 H; @7 E6 ?/ H1 p
Shares Series 19 upon giving to the Bank notice thereof not earlier than
$ j0 |) @, a/ _1 f30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
# @4 R, E; X' Y% `" p/ n- Opreceding, a Series 18 Conversion Date./ R y7 H7 x& C$ l
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
8 M3 d% K" j$ c h. QProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares1 B5 K6 Z3 z; \" ^
Series 19, as the case may be, that there would be outstanding on such
: ^! Y' s2 {) R% q3 `" `1 _) xSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
0 F2 s n+ f8 Tsuch remaining number of Preferred Shares Series 18 will automatically be: L+ D6 i( x, G: M) Y& Q3 ]
converted on such Series 18 Conversion Date into an equal number of
; U0 d+ ?1 o5 B: t) UPreferred Shares Series 19. Additionally, if the Bank determines that, after
3 N$ Q; ~# v/ S5 Bconversion, there would be outstanding on such Series 18 Conversion Date+ \- Z. Z2 T( o' E% [
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
7 \3 R8 ?% v" i( M: ]/ b- _Series 18 will be converted into Preferred Shares Series 19.1 V, h& t6 ^: K7 W G7 J" R
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares& v4 |8 @ ]! Y4 w# n& d
Series 18 will not be entitled as such to receive notice of, attend, or vote at,1 ~4 `% q8 f* L' p" \' d7 K" X
any meeting of the shareholders of the Bank unless and until the first time at
9 E! Y3 r* e5 ?, h: i1 I4 hwhich the Board of Directors has not declared the whole dividend on the
( d0 V g3 a. v% E& K8 JPreferred Shares Series 18 in any quarter. In that event, subject as; @/ A( |9 Q# z! {. b9 k
hereinafter provided, the holders of Preferred Shares Series 18 will be( O- S8 i% k! ~1 r( Q
entitled to receive notice of, and to attend, meetings of shareholders at which$ y/ c2 s) ^$ d- K0 A: T/ M& J
directors of the Bank are to be elected and will be entitled to one vote for& m' r! o/ _- K8 Y- \5 g9 j
each Preferred Share Series 18 held. The voting rights of the holders of the
; A# A* `! \/ F% a* G rPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
& u& @; @7 w, D" d& {+ y, \( o5 Zthe first dividend on the Preferred Shares Series 18 to which the holders are
8 u# m& U, Z F* E6 Qentitled thereunder subsequent to the time such voting rights first arose until& e# L7 f) b' N& T9 T( s
such time as the Bank may again fail to declare the whole dividend on the: e2 Q( b, {# @" j8 h
Preferred Shares Series 18 in respect of any quarter, in which event such6 x( s2 w: q$ R+ L& \2 E2 ?
voting rights will become effective again and so on from time to time.
! `! Q9 ^2 u# Z H9 C$ D$ OPrincipal Characteristics of the Preferred Shares Series 19
8 P- x3 ^. L+ _7 t. yDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
1 b( q! P+ X) k8 d1 {+ Z- u6 Pfloating rate non-cumulative preferential cash dividends, as and when D6 m5 T$ E* H U
declared by the Board of Directors, subject to the provisions of the Bank Act, X2 K+ u' d/ h
payable quarterly on the 25th day of February, May, August and November0 T ?, u9 y( v. F1 p+ |
in each year, in the amount per share determined by multiplying the
% w% W4 K5 C6 K! k8 japplicable Quarterly Floating Dividend Rate by $25.00.9 _+ ?" c1 r& m" j
On the 30th day prior to the commencement of the initial quarterly dividend( _; |* }) c& M
period beginning on February 25, 2014, and on the 30th day prior to the first' ^. c. m& g/ v
day of each subsequent quarterly dividend period (the initial quarterly
& i8 t, n/ [6 H) ^: Odividend period and each subsequent quarterly dividend period is referred to
' C+ F8 n9 ~+ |: W T6 Was a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
$ n$ L# z1 a4 E/ H0 BQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
& G! w4 t* i3 ]% P2 |! fPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the% P$ a6 H! B- O* j. @5 K2 v
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
' h, R9 b' `& g* a! h: aelapsed in the applicable Quarterly Floating Rate Period divided by 365)/ h0 ^3 B* [# h- i
determined on the 30th day prior to the first day of the applicable Quarterly
! U$ K$ O) ?9 M, Z+ }Floating Rate Period.
% v% o2 G8 T% ~8 T) lS-5) @; K$ o/ }8 j0 f2 B+ @/ ^
If the Board of Directors does not declare a dividend, or any part thereof, on
( P; Y; Z! Y3 G" s, othe Preferred Shares Series 19 on or before the dividend payment date for a
* n6 s3 \ A. a; D+ @/ Tparticular quarter, then the entitlement of the holders of the Preferred
6 H8 I* Q" b* |+ S8 d% }Shares Series 19 to receive such dividend, or to any part thereof, for such
T, }3 Y) ~, I* V O w: Hquarter will be forever extinguished.
( I5 \) S9 i0 A0 j6 T5 _( [& jRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
w3 s. e1 F6 z* e' z- [% dSuperintendent and to the provisions described below under the heading
% Z: {) [1 u1 \& s* _‘‘Details of the Offering — Certain Provisions of the Preferred Shares+ K A3 [7 j0 {
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
% X' j6 O5 T' H& s' m! C! mon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
+ D6 X" m+ U$ i Bor any part of the then outstanding Preferred Shares Series 19, at the Bank’s; o& M. g; N2 V' f: o
option without the consent of the holder, by the payment of an amount in
) u5 F) F( Z* Q) d1 u5 Pcash for each such share so redeemed of (i) $25.00 together with all declared s% N' N; g, N+ ]. w
and unpaid dividends to the date fixed for redemption in the case of
. M8 R) y5 |. W/ mredemptions on February 25, 2019 and on February 25 every five years
. O; Z* j3 B1 L% Vthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
3 D, E8 m0 {4 t- e& Ythe date fixed for redemption in the case of redemptions on any other date
, T9 Y: L+ l; t9 ? y1 S# z8 kon or after February 25, 2014.
' y6 z% y5 l! |+ E! C, w5 VConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic) `$ x! A( d% C4 Y
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have6 g j) g g9 Z0 E9 H
the right, at their option, to convert, on February 25, 2019 and on% ]4 u, ]% |, j( N
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any( ?; d# E8 G8 r; f" {* @
or all of their Preferred Shares Series 19 into an equal number of Preferred, C( E* s; b B+ N, u3 ~
Shares Series 18 upon giving to the Bank written notice thereof not earlier: }% \" k0 u' M9 L) {* ]. F- O* p
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
, e7 ]" N" J! o6 |8 o! a15th day preceding, a Series 19 Conversion Date.1 |. a' l* |' w; G2 u
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
, V( @0 V/ z; T8 sProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares; v# f+ }& ]) O: P, z6 d
Series 18, as the case may be, that there would be outstanding on such% {2 O( Z+ H9 d( {4 ? d ^, Z
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
& I+ Z: \7 M) F, o; Asuch remaining number of Preferred Shares Series 19 will automatically be" k) D% S. _! E$ V; A
converted on such Series 19 Conversion Date into an equal number of+ W! ]$ o: }( D7 W; \
Preferred Shares Series 18. Additionally, if the Bank determines that, after
/ a3 n6 F8 j& g9 j* F8 t9 Qconversion, there would be outstanding on such Series 19 Conversion Date" ~) K9 d* q, n, j
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares* Q; @7 E* ?% V) U2 y3 g2 X
Series 19 will be converted into Preferred Shares Series 18.5 Q/ o; } f$ N
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
4 o7 B: d3 T7 m* f. P2 W9 ISeries 19 will not be entitled as such to receive notice of, attend, or vote at,8 g1 q- V: X4 T9 u v
any meeting of the shareholders of the Bank unless and until the first time at
" E0 A) s) [: d# |9 L% Y; Kwhich the Board of Directors has not declared the whole dividend on the; @$ A7 Q* S4 k0 k* E% e( ?0 b# N
Preferred Shares Series 19 in any quarter. In that event, subject as
: \+ h& N6 V9 j b( |hereinafter provided, the holders of Preferred Shares Series 19 will be
; I2 u. [6 f; R. f* M8 K5 Xentitled to receive notice of, and to attend, meetings of shareholders at which
2 d! A) }; y3 h9 s: W" D0 }- fdirectors of the Bank are to be elected and will be entitled to one vote for
7 |( `: l1 G0 M, I1 w9 R) peach Preferred Share Series 19 held. The voting rights of the holders of the
( X, x6 {3 X2 }: C& hPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
- V. i( f- Q( T' N; ithe first dividend on the Preferred Shares Series 19 to which the holders are3 P; _# G( M ^7 @, s [3 B' L
entitled thereunder subsequent to the time such voting rights first arose until
' \4 n( V5 H1 u7 a. k% M9 ]" jsuch time as the Bank may again fail to declare the whole dividend on the
+ d/ z7 B2 {; f- \Preferred Shares Series 19 in respect of any quarter, in which event such# u/ i+ P2 R( p# S; @) i
voting rights will become effective again and so on from time to time.2 i9 z; A7 d2 `: y M; r
S-64 H$ Q7 f: V, ^+ ?& d& r" h
Priority: The preferred shares of each series of the Bank will rank on a parity with
4 M0 V, Z6 Q9 W2 r* }+ |$ f3 X1 c$ bevery other series and are entitled to preference over the common shares of( s/ j m) j3 \0 y
the Bank and over any other shares of the Bank ranking junior to the( b) ]; u% s; R! Z: c# a; `0 [) X0 _
preferred shares with respect to the payment of dividends and upon any
; _) {& w/ f$ V5 N8 ?' @- @distribution of assets in the event of the liquidation, dissolution or1 N4 c# r" ^ h( K0 {
winding-up of the Bank.
5 U7 @! `& @1 G& F8 Y8 R" { xTax on Preferred Share The Bank will elect, in the manner and within the time provided under
2 y# i& |3 ^. {. s) a5 ~2 MDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
' ^6 A7 m0 l( A KSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
# ?* T. F/ v6 f% D7 rdividends received on such shares under Part IV.1 of such Act. |
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