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发表于 2008-11-29 16:58
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下面是BMO的:
: P9 z. o- T( S! m5 vSUMMARY OF THE OFFERING. g$ v; g# ?8 A2 Q
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 j. J2 S& l+ q0 ]5 @2 z2 Q
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.) }+ ]; b" e; Y$ h/ [
Amount: $150,000,000 (6,000,000 shares).
4 \4 z5 x8 a# f; Q5 x: ~Price and Yield: $25.00 per share to yield initially 6.50% per annum.2 n* V! V/ d' N9 x" X/ A4 K" A
Principal Characteristics of the Preferred Shares Series 18
2 |6 D b2 U- C' H" {: Q1 ?Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed0 F$ w6 A4 K, |9 M: E1 ?4 x" Z
non-cumulative preferential cash dividends, as and when declared by the
% S! m7 f' ?! G" R3 zBoard of Directors, subject to the provisions of the Bank Act, for the initial
- I0 g/ |9 o3 V- G$ j0 s1 @: Cperiod commencing on the closing date and ending on and including8 O: M7 l* E, {
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
, z* D R( V9 p6 V- D, }/ k- Z- V5 }25th day of February, May, August and November in each year, at a rate/ h" Q5 o. k4 W6 r, s3 [
equal to $0.40625 per share. The initial dividend, if declared, will be payable
0 w% d) N+ _/ HMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing: G1 q4 E: I- W& _
date of December 11, 2008.
2 B: X+ U& s' w' i4 fFor each five-year period after the Initial Fixed Rate Period (each, a
f! I0 F, L+ X! r0 x0 h9 J* t‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
' F5 h9 ]2 F. ]& R3 A- F; z3 zSeries 18 will be entitled to receive fixed non-cumulative preferential cash- s$ \' g- F) O
dividends, as and when declared by the Board of Directors, subject to the0 V% r1 i- k! [2 v8 u B
provisions of the Bank Act, payable quarterly on the 25th day of February,
, O- L5 G4 j9 H: fMay, August and November in each year, in the amount per share per annum7 P+ \: J3 X% i J
determined by multiplying the Annual Fixed Dividend Rate applicable to3 z* C8 n* }8 P- ^9 Z3 E
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend: g, U1 c& }9 i& O
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the7 f* I& n8 b: D9 _
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
, Z7 u5 l7 B% H7 o {! ?/ `of such Subsequent Fixed Rate Period and will be equal to the sum of the0 N" }$ q4 [ D1 n% P% J: N9 a" E
Government of Canada Yield on the applicable Fixed Rate Calculation Date! N6 Y2 m v+ P( j
plus 3.83%.
/ g' W% g8 G, U9 u& qIf the Board of Directors does not declare a dividend, or any part thereof, on
E% x. L2 O, b- uthe Preferred Shares Series 18 on or before the dividend payment date for a7 R6 h- M4 O5 ]) Z
particular quarter, then the entitlement of the holders of the Preferred9 ~/ d# [* w; F0 h1 H
Shares Series 18 to receive such dividend, or to any part thereof, for such0 B' {0 u" V/ t+ ^
quarter will be forever extinguished.
3 l) U: o+ _8 \% p9 P4 TRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
' [7 X$ q9 Z5 e, _6 jSuperintendent and to the provisions described below under ‘‘Details of the
0 \; b! `+ x! R& J; f+ kOffering — Certain Provisions of the Preferred Shares Series 18 as a
; x) M1 u3 }8 S& g, E; R9 q. ~ e6 YSeries — Restrictions on Dividends and Retirement of Shares’’, on0 e7 J/ c* Y3 q( b
February 25, 2014 and on February 25 every five years thereafter, on not* v% i; }6 B4 _! G- i' a
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
+ S& `. y z9 w7 U2 epart of the then outstanding Preferred Shares Series 18, at the Bank’s option& O" g. `+ S5 ^/ M6 `
without the consent of the holder, by the payment of an amount in cash for1 W6 g$ h4 D' k2 {# s& _ Q
each such share so redeemed of $25.00 together with all declared and unpaid( @' `5 i4 |9 m
dividends to the date fixed for redemption.3 b7 F1 B2 r0 P# q T; M9 ~9 F+ v
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic/ r1 }$ m- x, u* L F
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have) @, [# d( J% @4 V$ x- O" z
the right, at their option, to convert, on February 25, 2014 and on
& S P# Q* |5 p; G; qS-4
& d9 k( G) R+ _4 P: EFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any- r2 ~$ O1 j( E9 ~" p" ~1 {6 X
or all of their Preferred Shares Series 18 into an equal number of Preferred
Z- ~7 s. L2 y+ |0 WShares Series 19 upon giving to the Bank notice thereof not earlier than
3 x. z5 {* w1 @3 B) A* I- R3 @30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day0 f5 G+ c' N# E4 z( O& e5 Z* K: [
preceding, a Series 18 Conversion Date.
5 b, k) @# w% H+ A( z/ Z, \/ x0 qAutomatic Conversion If the Bank determines, after having taken into account all shares tendered& \& v9 Q) v# f) X8 O& M
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
3 `( E; y- i+ ^& x. I9 L2 wSeries 19, as the case may be, that there would be outstanding on such
! @3 a" \2 |+ z# aSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
3 O; K0 Z: `% P/ U k- Csuch remaining number of Preferred Shares Series 18 will automatically be
: }: H$ ~$ }' y/ yconverted on such Series 18 Conversion Date into an equal number of G. i) ^* {" W" M' {
Preferred Shares Series 19. Additionally, if the Bank determines that, after
) L! @: X2 U! s% b0 Z' `conversion, there would be outstanding on such Series 18 Conversion Date8 H5 T0 ~8 d( R) S
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
/ R" Z$ L+ ?9 P& i: VSeries 18 will be converted into Preferred Shares Series 19.
6 c& `, @& q+ ^. j0 @5 wVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares7 T% }, I- J; q5 \' w; S
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
1 g/ Z4 Z# Y3 Z- |4 L5 Aany meeting of the shareholders of the Bank unless and until the first time at
# A1 r J, }$ \9 Dwhich the Board of Directors has not declared the whole dividend on the
5 A0 H, X' i6 |$ s4 }# Z3 b6 M; O5 uPreferred Shares Series 18 in any quarter. In that event, subject as% `0 Y, j. p6 v V- H
hereinafter provided, the holders of Preferred Shares Series 18 will be, }3 A% G# t- ~2 \$ g) x
entitled to receive notice of, and to attend, meetings of shareholders at which/ b9 r' S1 Y [2 Y; u! u" [+ n
directors of the Bank are to be elected and will be entitled to one vote for
# J7 w! ]% E/ W" g+ A' a) K meach Preferred Share Series 18 held. The voting rights of the holders of the
; W. g) E6 E2 @+ d0 E5 @. uPreferred Shares Series 18 will forthwith cease upon payment by the Bank of" f8 C' j5 H$ t/ Q& c: `( J# s
the first dividend on the Preferred Shares Series 18 to which the holders are4 ?. }. O G$ j, n q2 s
entitled thereunder subsequent to the time such voting rights first arose until; X2 ^, H, V" j
such time as the Bank may again fail to declare the whole dividend on the; V6 n5 V6 b+ [2 f% v
Preferred Shares Series 18 in respect of any quarter, in which event such
& |6 i1 j7 n+ g+ U) d: qvoting rights will become effective again and so on from time to time.# V; u& W: b! q6 \
Principal Characteristics of the Preferred Shares Series 191 T& Y8 A/ H2 A+ a$ n3 X8 C
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
% i( Z2 K8 C" R1 ffloating rate non-cumulative preferential cash dividends, as and when
3 ` L: A# N& V$ t) gdeclared by the Board of Directors, subject to the provisions of the Bank Act,
: b @6 F5 N% H/ r' S& N( e4 f {& J' Qpayable quarterly on the 25th day of February, May, August and November( G% z0 o$ G0 ~: }- b" T
in each year, in the amount per share determined by multiplying the1 l; _" G* i( [% q a5 w* H4 |
applicable Quarterly Floating Dividend Rate by $25.00.
) ~3 D' j+ c8 U3 l4 QOn the 30th day prior to the commencement of the initial quarterly dividend* b, `1 k6 b. f/ v2 h
period beginning on February 25, 2014, and on the 30th day prior to the first
+ m. P, D- h" x$ b# D6 l! J. q* gday of each subsequent quarterly dividend period (the initial quarterly
) C; F" I( h, h& ]4 D4 {5 d+ hdividend period and each subsequent quarterly dividend period is referred to! b+ O6 K+ K$ k5 \" t; e3 s( X" C
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
) y/ e" H c1 ]$ \% W9 ]3 b1 EQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
o* r: R9 Y% a* N8 NPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
% N3 ]6 e8 {" e% E oT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days1 f7 N+ L8 }. z+ O$ A
elapsed in the applicable Quarterly Floating Rate Period divided by 365)& m* e# b; k7 k
determined on the 30th day prior to the first day of the applicable Quarterly
( Y* w; a9 w+ e, F" a `Floating Rate Period.
! y0 Q _# L9 Q3 l8 k MS-50 a f! Q5 K" q: n( Y
If the Board of Directors does not declare a dividend, or any part thereof, on2 z B/ S% z6 H4 J0 H& D
the Preferred Shares Series 19 on or before the dividend payment date for a
( O* x0 u" z" P9 {9 ]- k/ rparticular quarter, then the entitlement of the holders of the Preferred
: i* I! d# R0 Y. `' I; w" T6 [Shares Series 19 to receive such dividend, or to any part thereof, for such9 \0 ]& \2 _' ~
quarter will be forever extinguished.& w! D1 K1 Q% {# w% u1 {1 x2 ^/ r- ]
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the& H& g% h5 d* A4 A8 W" m# Y
Superintendent and to the provisions described below under the heading
8 w" R3 P' M1 g1 w1 H" }+ q‘‘Details of the Offering — Certain Provisions of the Preferred Shares
6 T5 n% y- F1 `0 g# a. ESeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
% a0 M* |, t% Q$ j1 U& I9 t3 xon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
- ]; D$ O8 G9 d6 y H( for any part of the then outstanding Preferred Shares Series 19, at the Bank’s1 T& f0 U- e Y/ M
option without the consent of the holder, by the payment of an amount in7 s+ C1 {4 T2 r8 v
cash for each such share so redeemed of (i) $25.00 together with all declared! R: P0 x$ V" Y
and unpaid dividends to the date fixed for redemption in the case of
; ~. @1 a6 K/ P& J& Tredemptions on February 25, 2019 and on February 25 every five years
5 X# y X5 M* S! {4 W1 V3 Qthereafter, or (ii) $25.50 together with all declared and unpaid dividends to H, o0 ]3 D3 C* Q1 a
the date fixed for redemption in the case of redemptions on any other date0 ~# I: q4 Y* c5 e( v9 n
on or after February 25, 2014.* J i6 n8 E% q& ~. c3 L& Y
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
/ A9 s, c# @7 Z7 `! a( kShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
6 r' v3 Z: |3 k L# H$ j; r" pthe right, at their option, to convert, on February 25, 2019 and on
; i, q, ^. N% v5 F/ LFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
$ ]/ m0 h( E1 C! i4 Z9 C+ R( Vor all of their Preferred Shares Series 19 into an equal number of Preferred! F( L [ c7 W
Shares Series 18 upon giving to the Bank written notice thereof not earlier
6 E$ V# P" M5 c' Z9 Tthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the3 C" M1 H/ D+ Z
15th day preceding, a Series 19 Conversion Date.' m7 e3 [2 Q1 w% F4 O+ L- n
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
4 j( t4 D, [4 }1 d4 q) @Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares1 J: X4 M- |6 Y' V
Series 18, as the case may be, that there would be outstanding on such
( T) B* z- T/ U0 D D. cSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
k* P1 U2 u& K* [" Hsuch remaining number of Preferred Shares Series 19 will automatically be# P* D2 n! p' X, q
converted on such Series 19 Conversion Date into an equal number of8 P4 G3 S5 \% y* @: Q' c4 a
Preferred Shares Series 18. Additionally, if the Bank determines that, after
& {- q8 M- q: q! g7 S! Econversion, there would be outstanding on such Series 19 Conversion Date
4 b/ V- R$ e8 ]7 cless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
3 N: v9 A6 e1 M- X6 xSeries 19 will be converted into Preferred Shares Series 18.
) {7 Q* W) G" Q8 n# L1 O, CVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares$ H. q. N# c# Q- _* Z
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
A6 M( I& [3 H1 _& I* `+ Lany meeting of the shareholders of the Bank unless and until the first time at. @! j! F+ {9 L+ r% V
which the Board of Directors has not declared the whole dividend on the E0 `% e- t" Q, D/ V j3 O
Preferred Shares Series 19 in any quarter. In that event, subject as
5 k" i! _ h5 y4 P) ~. h+ n" Ghereinafter provided, the holders of Preferred Shares Series 19 will be! D7 S' O& L( W' D, H# K
entitled to receive notice of, and to attend, meetings of shareholders at which
, U* a: l$ O$ N0 @ Edirectors of the Bank are to be elected and will be entitled to one vote for3 u( ^3 P% f2 U8 C. o# ^
each Preferred Share Series 19 held. The voting rights of the holders of the) O( I0 @# L- [2 v
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
, P* }# Z+ M8 a( N3 y# F5 m8 a Bthe first dividend on the Preferred Shares Series 19 to which the holders are Z7 Q( f& t; ~5 {" n8 I7 W3 ?
entitled thereunder subsequent to the time such voting rights first arose until6 ~) {. n$ K# {% E, S( n' i
such time as the Bank may again fail to declare the whole dividend on the
* U/ P' g; R; V* \6 KPreferred Shares Series 19 in respect of any quarter, in which event such
; }- A5 Q/ z# h# m. C- \voting rights will become effective again and so on from time to time.
2 P' ?: S! b# [- y2 oS-6
- i- R- [4 M3 t' ^2 lPriority: The preferred shares of each series of the Bank will rank on a parity with
6 E$ t- _$ v, T" b/ ~$ Kevery other series and are entitled to preference over the common shares of8 z+ C" L5 ]9 x
the Bank and over any other shares of the Bank ranking junior to the
* v' b% `7 K5 b: P: }5 qpreferred shares with respect to the payment of dividends and upon any" A+ u. n, ~: g4 I, E2 Y
distribution of assets in the event of the liquidation, dissolution or4 t( b0 H4 G9 i2 p
winding-up of the Bank.
& h( {: W. a( s3 _) K# L/ D9 jTax on Preferred Share The Bank will elect, in the manner and within the time provided under, D' t: X8 Q& `4 K- ~: I
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
6 `' c' y8 y8 e% |Series 18 and Preferred Shares Series 19 will not be required to pay tax on
7 K Y! N- j, m ~dividends received on such shares under Part IV.1 of such Act. |
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