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发表于 2008-11-29 16:58
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下面是BMO的:
' S$ ~+ r5 ^) ?; s) I( N5 n: ESUMMARY OF THE OFFERING7 Y7 a, {8 N8 e, }
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’’.3 ?: t1 G' w0 e
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
9 t/ v7 I0 d1 AAmount: $150,000,000 (6,000,000 shares). ?: ?, N; c F7 f4 v, b5 x
Price and Yield: $25.00 per share to yield initially 6.50% per annum.* A1 m/ M9 |0 t5 c2 t, e# t
Principal Characteristics of the Preferred Shares Series 18
) D a, [/ Y6 X( N; s( n/ lDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
( M1 j+ t9 b9 _8 K7 L. tnon-cumulative preferential cash dividends, as and when declared by the1 n( t3 p" u1 G- r9 q
Board of Directors, subject to the provisions of the Bank Act, for the initial+ i* r, r' ]2 Z* k% {0 [1 E7 a- S. R( n1 V
period commencing on the closing date and ending on and including! j: S. d8 _7 E6 R$ n5 Q# ~
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the5 j6 I, X- P4 a; ~9 _+ g1 L `, e
25th day of February, May, August and November in each year, at a rate! M% c8 @ |. h. i! t, S* |6 j
equal to $0.40625 per share. The initial dividend, if declared, will be payable7 Z+ `& Q9 O( ` O
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
+ q7 a5 G$ W2 D. i7 B. fdate of December 11, 2008./ v Q1 q4 ^& v8 T+ f& d; E
For each five-year period after the Initial Fixed Rate Period (each, a
9 K' r6 y4 \: ^- e! `" x‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares4 _, M- z8 O% C& f5 X$ J
Series 18 will be entitled to receive fixed non-cumulative preferential cash8 n) A4 r/ W V% d* @: d8 t
dividends, as and when declared by the Board of Directors, subject to the! `7 R! E* h2 ^
provisions of the Bank Act, payable quarterly on the 25th day of February,4 c5 V5 U) }# C5 x: T* p. J
May, August and November in each year, in the amount per share per annum5 r0 u9 W; B7 H% U2 t! V/ @
determined by multiplying the Annual Fixed Dividend Rate applicable to
7 \$ R3 c1 [! y. d! r& ksuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend% U6 _, x4 }, T* ^ G9 Y9 o
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
* I8 `6 q# |3 V4 `$ w4 i- wBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
# U! [, C0 `) iof such Subsequent Fixed Rate Period and will be equal to the sum of the
* d, x( b" ]0 O8 p2 H6 yGovernment of Canada Yield on the applicable Fixed Rate Calculation Date0 D% ~: n) O/ D+ m' i5 F
plus 3.83%.1 |9 a& M$ i1 F+ O; m2 x! Y
If the Board of Directors does not declare a dividend, or any part thereof, on1 j) J/ j5 p$ T! ~ j
the Preferred Shares Series 18 on or before the dividend payment date for a
9 f. H3 I2 x- ]2 G; rparticular quarter, then the entitlement of the holders of the Preferred$ A" y$ y: C! J! ]+ q; V) H
Shares Series 18 to receive such dividend, or to any part thereof, for such0 \2 {5 K* H. w6 Q
quarter will be forever extinguished.
9 N, C7 E0 W( N6 h3 ~+ j2 a; }0 rRedemption: Subject to the provisions of the Bank Act and to the prior consent of the; Y& A* m7 f7 P3 T, W, ?& t
Superintendent and to the provisions described below under ‘‘Details of the, Q5 V ^/ C0 r
Offering — Certain Provisions of the Preferred Shares Series 18 as a
5 v( J! P( s* aSeries — Restrictions on Dividends and Retirement of Shares’’, on
' Q7 l( O7 }6 h+ RFebruary 25, 2014 and on February 25 every five years thereafter, on not
! Y: i6 J) H6 n+ }, X& Mmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
& y: B% L# q. m% X- [2 Mpart of the then outstanding Preferred Shares Series 18, at the Bank’s option5 R: ^8 y t. I8 s
without the consent of the holder, by the payment of an amount in cash for
8 l2 d9 G2 B! z) z: S9 V# Jeach such share so redeemed of $25.00 together with all declared and unpaid/ |/ T# p0 W e/ i2 E- ~" |
dividends to the date fixed for redemption.
: k' d/ g. H0 iConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic' v8 J& s3 B. m" G
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have* j9 t$ h' L' T8 s5 x& x0 Y! L
the right, at their option, to convert, on February 25, 2014 and on8 Y- D$ o9 K8 j' I
S-4
1 V0 V, O8 p. q9 X; rFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any, D, Q6 o( C5 `
or all of their Preferred Shares Series 18 into an equal number of Preferred# R# q9 l% U( T9 q
Shares Series 19 upon giving to the Bank notice thereof not earlier than% V: d* `8 r0 H; k
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
, C7 P& m2 E4 Jpreceding, a Series 18 Conversion Date.5 H0 h$ q& r. T7 h7 {- `! l9 I2 q
Automatic Conversion If the Bank determines, after having taken into account all shares tendered h: j. U" q) |5 \; O7 P0 x1 Q
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
' I- a' _/ V! v/ Q PSeries 19, as the case may be, that there would be outstanding on such
" q5 y5 c* e1 R9 h; r' {Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
9 [4 G2 `- h( W4 a3 }# Ksuch remaining number of Preferred Shares Series 18 will automatically be
* e& Q; ]$ _( u; _converted on such Series 18 Conversion Date into an equal number of
1 A$ t! Q9 i1 Y" t, vPreferred Shares Series 19. Additionally, if the Bank determines that, after6 D1 O2 B ^/ v, j& i, `5 U
conversion, there would be outstanding on such Series 18 Conversion Date
8 l& }* z6 A, J+ {9 xless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares/ Q6 S6 h" p2 }# h
Series 18 will be converted into Preferred Shares Series 19.3 ]) M* M) Y( D, F: d: m
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares v: i9 E! Z" u# P
Series 18 will not be entitled as such to receive notice of, attend, or vote at,7 W- ^" I' y5 Z+ c- p+ E
any meeting of the shareholders of the Bank unless and until the first time at
! I4 y+ P6 V1 |- b& `which the Board of Directors has not declared the whole dividend on the0 Z% F. B4 M& p( [! V& X. V2 b
Preferred Shares Series 18 in any quarter. In that event, subject as
C# M" U6 `* j- a; whereinafter provided, the holders of Preferred Shares Series 18 will be
, r ` a9 w7 M8 m! S/ r' r9 Hentitled to receive notice of, and to attend, meetings of shareholders at which, z9 B/ q7 v9 y' C- c& R" j( C
directors of the Bank are to be elected and will be entitled to one vote for, B: f" q' a7 a, @3 c- Y
each Preferred Share Series 18 held. The voting rights of the holders of the. M6 U/ F" d. @) z8 ~- V
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of$ w9 |. A: u X% g
the first dividend on the Preferred Shares Series 18 to which the holders are& M+ z; o1 p5 v
entitled thereunder subsequent to the time such voting rights first arose until
4 Z1 W. |- p0 [8 E0 J# d; s3 [such time as the Bank may again fail to declare the whole dividend on the
* F+ ]6 K2 k& S' s5 \Preferred Shares Series 18 in respect of any quarter, in which event such
, r j6 ^3 ]3 M$ Hvoting rights will become effective again and so on from time to time.$ f3 ?' u0 f I) }; ^# a0 z
Principal Characteristics of the Preferred Shares Series 19% `* O: ]' s1 J: X5 {9 T
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive* W) z4 F9 s5 z6 g1 a, v! R- U
floating rate non-cumulative preferential cash dividends, as and when- {, ~$ W8 s/ U; W) X: f8 S
declared by the Board of Directors, subject to the provisions of the Bank Act,
1 m/ u$ p& M! U, {' S7 J6 Cpayable quarterly on the 25th day of February, May, August and November
# f& N0 D* B: V* S0 O2 t# d8 H9 K! xin each year, in the amount per share determined by multiplying the
9 Z5 r& a5 D% x/ }$ K) ?& X3 ~- @; Rapplicable Quarterly Floating Dividend Rate by $25.00.4 l) Z# a2 ^9 e9 o( q/ \* y1 D0 p
On the 30th day prior to the commencement of the initial quarterly dividend! @5 g7 R% Z; Q
period beginning on February 25, 2014, and on the 30th day prior to the first
. p5 A( T. }" h4 D$ _" bday of each subsequent quarterly dividend period (the initial quarterly- y4 f; w2 l8 \" _
dividend period and each subsequent quarterly dividend period is referred to& k# a2 _* T% \
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
! j/ B/ c; N3 d1 M4 @6 D2 JQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate: V# C1 Y) q) O% x. N. C$ d$ X
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the. s; \6 P% e3 S1 d: T
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
$ w2 R2 N; t' ~9 melapsed in the applicable Quarterly Floating Rate Period divided by 365)& \& S: U2 V8 s6 }
determined on the 30th day prior to the first day of the applicable Quarterly
6 L) @1 p+ }9 kFloating Rate Period.* q6 m4 u7 m) X$ c) V, M
S-5# S u% W3 {( K2 p8 Y) P
If the Board of Directors does not declare a dividend, or any part thereof, on
' B, `, z) T, T' `. A# V3 J, K* P; Bthe Preferred Shares Series 19 on or before the dividend payment date for a
5 _& B8 W2 {, P5 k5 |6 rparticular quarter, then the entitlement of the holders of the Preferred
, U: J$ v5 p; ^* E" L+ {Shares Series 19 to receive such dividend, or to any part thereof, for such& d2 l% [. O9 @* `; C
quarter will be forever extinguished." t# }% `7 C8 p& F R' |% B$ C
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the7 p" I9 Y% ^; c1 G
Superintendent and to the provisions described below under the heading. ^+ z1 d- X& [* u( n/ I6 Y$ X( i
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
9 B0 S+ e4 U3 ]% iSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,5 U6 P+ f8 J9 M m7 M% }
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all6 U$ J2 U6 c4 z
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s- ~4 i5 c; B' ^9 q; _! z
option without the consent of the holder, by the payment of an amount in% a: I/ X0 {4 `. I
cash for each such share so redeemed of (i) $25.00 together with all declared
& m5 u- M5 t; n; G5 P9 j5 |# W) Vand unpaid dividends to the date fixed for redemption in the case of' @4 p1 s1 V! d+ x( \- g" Z+ [4 H
redemptions on February 25, 2019 and on February 25 every five years0 E5 q9 B7 f7 o/ w, c
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to4 ]. Z, L y9 v
the date fixed for redemption in the case of redemptions on any other date
/ z& J* v" L' Y3 x# i& n9 ^on or after February 25, 2014.
3 \- G# v# e8 j3 c! BConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
, O$ `. b4 Y, h, W# [Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have8 f) {" x! J7 A
the right, at their option, to convert, on February 25, 2019 and on
1 v8 W1 M8 ?0 ^$ S" k F8 mFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any) l& ?1 r. a9 t# i. g9 e' o, K
or all of their Preferred Shares Series 19 into an equal number of Preferred
) \2 d* S: p* }Shares Series 18 upon giving to the Bank written notice thereof not earlier
0 F- F* t2 X* W7 Q6 s4 [6 g( l! E3 ithan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the. A |! W3 p0 w/ T
15th day preceding, a Series 19 Conversion Date.
$ o1 O$ J3 h4 e( m/ iAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
' ?, N/ O. J1 ?! TProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
0 F, i% p, U0 P* [' bSeries 18, as the case may be, that there would be outstanding on such9 D( M$ u6 @( {8 W- N) v( q
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,$ m0 {. y+ K7 [$ E5 t7 x
such remaining number of Preferred Shares Series 19 will automatically be4 M' p) ~6 [# {9 g9 K
converted on such Series 19 Conversion Date into an equal number of
/ a6 R( @$ c0 gPreferred Shares Series 18. Additionally, if the Bank determines that, after
- x5 `- ^" ~1 d! k' X; ]conversion, there would be outstanding on such Series 19 Conversion Date
0 U) Q0 H. a8 y& t7 f" j) Jless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
7 e( s% j+ _0 CSeries 19 will be converted into Preferred Shares Series 18.$ \. N7 x2 {8 G7 s3 @
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares' s) D* P% c* ?2 U! K4 y; ?9 x; x
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
" T( E4 ?; \! ^3 eany meeting of the shareholders of the Bank unless and until the first time at
5 U2 ]- V0 e5 a: Q) o, Y- [4 Owhich the Board of Directors has not declared the whole dividend on the
5 k$ ~4 C4 `' Q9 U& a9 CPreferred Shares Series 19 in any quarter. In that event, subject as6 R( R7 o) L3 N: p0 F. Z
hereinafter provided, the holders of Preferred Shares Series 19 will be
& m Y3 F4 F+ P; T% X5 B5 Lentitled to receive notice of, and to attend, meetings of shareholders at which* B, m8 {+ y' q3 O" n$ D: Q
directors of the Bank are to be elected and will be entitled to one vote for7 x8 L9 b* u+ C7 a6 \
each Preferred Share Series 19 held. The voting rights of the holders of the
5 X, Q" s& B! ?3 V# t% kPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
8 \+ {; T$ e9 e9 o" \% Cthe first dividend on the Preferred Shares Series 19 to which the holders are2 ^. m' H \$ M4 x
entitled thereunder subsequent to the time such voting rights first arose until
/ I4 |" n% {- T7 L' V# L* msuch time as the Bank may again fail to declare the whole dividend on the5 u- `9 L1 ^) ]! A2 p2 M
Preferred Shares Series 19 in respect of any quarter, in which event such
" e: L% x$ }; o% o8 A6 Qvoting rights will become effective again and so on from time to time.' i9 ]+ N* F& c! i9 ]) J! G
S-6 L& \6 ^' n2 e, \. o6 @8 J! m
Priority: The preferred shares of each series of the Bank will rank on a parity with
" } K7 d4 H; ]. H+ |every other series and are entitled to preference over the common shares of
$ W$ Q. B, i7 X9 r+ f2 E4 Tthe Bank and over any other shares of the Bank ranking junior to the
) N, M( @* M2 s$ \ O, jpreferred shares with respect to the payment of dividends and upon any
7 K5 k2 i4 q4 ^, qdistribution of assets in the event of the liquidation, dissolution or
' b% i! m: r) d( \% M2 u: O4 a; H( ?winding-up of the Bank.9 |3 z& k X# i* N+ f! {
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
, f* {: q7 A5 ~3 ]9 h0 \Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
- X, n% o5 ]' G/ k1 \Series 18 and Preferred Shares Series 19 will not be required to pay tax on
2 F: n0 ]5 V; m) o* B1 Cdividends received on such shares under Part IV.1 of such Act. |
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