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发表于 2008-11-29 16:58
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下面是BMO的:
6 p' Y/ {, G/ R4 o5 OSUMMARY OF THE OFFERING
* h' S( x8 [# L0 zThis 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’’.
) o& K6 Q8 c! U: w0 ?; bIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.7 R3 G& b3 o% _4 O8 s4 w
Amount: $150,000,000 (6,000,000 shares).0 a: [6 k3 i* Y; _0 |
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
. z8 P/ W& D7 `. _7 |0 jPrincipal Characteristics of the Preferred Shares Series 18" V- B1 ~! |+ R- x" o
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed2 Y6 G. b" c. o. f& J
non-cumulative preferential cash dividends, as and when declared by the
1 _9 ]/ I# ~8 ^- M3 h# K* EBoard of Directors, subject to the provisions of the Bank Act, for the initial: D; k& V( q7 Y2 T- w6 h8 u6 J- g
period commencing on the closing date and ending on and including
1 b6 l5 b( }/ A( aFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
8 `3 Q4 R4 y; r' P6 \25th day of February, May, August and November in each year, at a rate0 {6 Q$ O$ {( B4 M
equal to $0.40625 per share. The initial dividend, if declared, will be payable
# K6 o3 W! h8 c' ?1 D7 Z6 E! f" bMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
! p) o- m- y {( f( x2 {& wdate of December 11, 2008.9 i$ `$ V$ @6 M
For each five-year period after the Initial Fixed Rate Period (each, a4 ~2 h4 c0 S1 @, Z9 S9 ?$ X
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares8 c) Q K, L. I6 i( w; o7 [" H; r7 L
Series 18 will be entitled to receive fixed non-cumulative preferential cash
, y( @) {0 w* `1 _$ ?dividends, as and when declared by the Board of Directors, subject to the
, @4 I& q; s. G! p9 @* Qprovisions of the Bank Act, payable quarterly on the 25th day of February,6 L) X9 a# H V+ K1 C
May, August and November in each year, in the amount per share per annum
) _$ o8 r4 `; \determined by multiplying the Annual Fixed Dividend Rate applicable to
1 i3 A0 o. n6 u' U$ ysuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
; u9 x+ M6 b0 X, F- g* L& iRate for the ensuing Subsequent Fixed Rate Period will be determined by the6 | ^! p( ` n/ I. k3 U
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
) ~' ?4 L& Q4 G' ]% xof such Subsequent Fixed Rate Period and will be equal to the sum of the
. e5 M# z- M$ }9 j3 x$ L6 pGovernment of Canada Yield on the applicable Fixed Rate Calculation Date7 ^! L2 H* n5 T8 g7 S8 I
plus 3.83%.
2 \6 y) r: D6 ~If the Board of Directors does not declare a dividend, or any part thereof, on% W9 N+ l) ?2 I$ O8 H
the Preferred Shares Series 18 on or before the dividend payment date for a( a4 @% O# g" z( B; E, I1 p% D/ P$ }1 i* \3 O
particular quarter, then the entitlement of the holders of the Preferred
" E" Y. @" {7 \Shares Series 18 to receive such dividend, or to any part thereof, for such9 ^) c. H- I( g0 U5 b
quarter will be forever extinguished./ u' i1 [- Q7 T. T, f( ?
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
! D( l" @ \5 m1 X' w/ lSuperintendent and to the provisions described below under ‘‘Details of the
* {2 x j2 }* k! q. e+ w+ j+ I8 G+ ZOffering — Certain Provisions of the Preferred Shares Series 18 as a) u7 A2 P1 ]% a' {' y
Series — Restrictions on Dividends and Retirement of Shares’’, on
& T' L* ]/ n6 q s+ I, [February 25, 2014 and on February 25 every five years thereafter, on not. u s) k# o1 Q b
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
8 H' u. e, ~# H: Opart of the then outstanding Preferred Shares Series 18, at the Bank’s option* z# L$ H) [: Z2 S; I
without the consent of the holder, by the payment of an amount in cash for
1 k) b% l; F% }" a( Weach such share so redeemed of $25.00 together with all declared and unpaid, I4 M* c2 y0 y1 o- _& m( Y
dividends to the date fixed for redemption.
- H2 T2 L2 C* }6 Q8 UConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic: i' P9 L, J, m0 N- B
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
5 G: s" F7 k* q% @2 gthe right, at their option, to convert, on February 25, 2014 and on
0 G% p8 L- A* L7 F5 ^S-4- g5 z: B) M8 X5 s. f+ r, W
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any$ Z X0 ` E( Q/ Q0 Y, P' c6 v
or all of their Preferred Shares Series 18 into an equal number of Preferred" Y8 v& {7 b8 f( c; e
Shares Series 19 upon giving to the Bank notice thereof not earlier than
1 @" f% E* C: E0 O8 C1 f. C$ J; h30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
- [2 ~2 |4 x0 z& m/ tpreceding, a Series 18 Conversion Date.) v6 `: N! |! \# T+ v
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
) l7 K: T8 r- @) gProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
( k6 q* F* Z7 Z( G2 \Series 19, as the case may be, that there would be outstanding on such. V8 D; ^9 |/ o* a! o
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
( V1 M3 i" n3 H8 n# fsuch remaining number of Preferred Shares Series 18 will automatically be8 p! d" N+ |: s( W+ t2 c0 H( {
converted on such Series 18 Conversion Date into an equal number of
4 z& |! F' G* TPreferred Shares Series 19. Additionally, if the Bank determines that, after6 q& U. t* x, ?- c! W
conversion, there would be outstanding on such Series 18 Conversion Date
. V" N/ f. c6 C1 c7 n& z5 z% b8 tless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
- c6 z3 O' l [, zSeries 18 will be converted into Preferred Shares Series 19.4 N# e7 ]3 g$ _3 j" U
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
, ]$ j# N0 M2 q& }. a2 ^$ k0 l7 KSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
9 l! V1 e7 A1 Rany meeting of the shareholders of the Bank unless and until the first time at
$ B+ T% u8 ~0 L* G4 i) G8 F: f4 Nwhich the Board of Directors has not declared the whole dividend on the
. o9 t# b; x9 Q ^ u# x, CPreferred Shares Series 18 in any quarter. In that event, subject as+ m6 c0 _" r% B& q2 b" {& Z
hereinafter provided, the holders of Preferred Shares Series 18 will be1 C, u) ?. }, K X2 I3 _- f
entitled to receive notice of, and to attend, meetings of shareholders at which( x) k; ^5 ~9 Q3 L, ?& n
directors of the Bank are to be elected and will be entitled to one vote for9 G9 a! ? {2 H) q
each Preferred Share Series 18 held. The voting rights of the holders of the
5 f- |' G# ~8 U1 HPreferred Shares Series 18 will forthwith cease upon payment by the Bank of, |% h3 Q. {# I: U
the first dividend on the Preferred Shares Series 18 to which the holders are
+ N$ R9 t& g1 q w9 E7 F0 T' Sentitled thereunder subsequent to the time such voting rights first arose until
. k( o. Y2 l' h: l0 P( Fsuch time as the Bank may again fail to declare the whole dividend on the* d$ z Z( R; B& s$ B+ w
Preferred Shares Series 18 in respect of any quarter, in which event such
1 I' Q. s! t B+ T b1 ivoting rights will become effective again and so on from time to time.
* c6 } [5 T; Z2 X; E( W% yPrincipal Characteristics of the Preferred Shares Series 19; W" p9 s$ {# ^1 _3 f6 G
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
$ T2 ?- Q- R+ k5 B* u9 z2 yfloating rate non-cumulative preferential cash dividends, as and when+ d. s! b0 C2 p B
declared by the Board of Directors, subject to the provisions of the Bank Act,. ~: t* U& I$ s( @% z6 k3 ^+ ]
payable quarterly on the 25th day of February, May, August and November9 |: X, |' E# u' C
in each year, in the amount per share determined by multiplying the
' s* ?* \5 h& b0 D8 N" b9 Kapplicable Quarterly Floating Dividend Rate by $25.00." E! B# r0 d& P" {+ T; t6 k$ f1 U
On the 30th day prior to the commencement of the initial quarterly dividend4 h) R( K) ~1 A& p
period beginning on February 25, 2014, and on the 30th day prior to the first
$ ^* o& X A6 g& E2 E2 lday of each subsequent quarterly dividend period (the initial quarterly& E7 y1 U) L6 h* B+ P) O
dividend period and each subsequent quarterly dividend period is referred to4 w6 ^& b$ C3 ]9 w1 u6 ?+ o
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
4 B* j$ V! P5 `) K6 BQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
5 z8 M7 s8 E5 f& G/ c' W0 cPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the- d9 Y. x! |% d. z
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days. n# Z0 n( @. C9 R+ F
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
# r0 Q# V% U3 N: E6 M; Rdetermined on the 30th day prior to the first day of the applicable Quarterly( Q% G+ Y# `1 U
Floating Rate Period.
4 G. ]$ g5 |- ^3 QS-5$ M( N# d! ~$ [) R6 G
If the Board of Directors does not declare a dividend, or any part thereof, on
) \1 Y! C: J# S4 P( R6 G5 B& Wthe Preferred Shares Series 19 on or before the dividend payment date for a
2 N+ t: n% C% C; V. r* f# B& ~1 nparticular quarter, then the entitlement of the holders of the Preferred/ x9 D: Y4 v t [/ S* T
Shares Series 19 to receive such dividend, or to any part thereof, for such
' v' {: @$ Q- ]% dquarter will be forever extinguished.( n6 C& c+ F' F6 [$ T/ z$ E3 U* g
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the9 ~) {& V! H/ _
Superintendent and to the provisions described below under the heading
4 T4 X2 s: }6 v. p1 a‘‘Details of the Offering — Certain Provisions of the Preferred Shares& c2 D" V0 F7 {9 u; I
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,/ d: K5 r9 `! S* F* n& X
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
8 H% T% ~1 u4 G$ uor any part of the then outstanding Preferred Shares Series 19, at the Bank’s7 C. F1 G$ @9 ]" P/ q$ ~) H$ ~) X k
option without the consent of the holder, by the payment of an amount in! g2 i/ P3 ?' J* h- L
cash for each such share so redeemed of (i) $25.00 together with all declared; i+ [ d' H$ Z7 i; I! S
and unpaid dividends to the date fixed for redemption in the case of( p) C# N5 s) i& R" r
redemptions on February 25, 2019 and on February 25 every five years
) I! n# W( {" C6 u, Z( Rthereafter, or (ii) $25.50 together with all declared and unpaid dividends to/ x, P8 T5 S) z/ g! J
the date fixed for redemption in the case of redemptions on any other date
# F, F# l' c* ^3 {on or after February 25, 2014.
& V0 B" |. M4 f0 \) fConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic* R' R+ p3 f4 c4 s8 x. Z
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have! j# d2 q0 |" R1 j7 I# b: O
the right, at their option, to convert, on February 25, 2019 and on# S; H* l0 m8 {) E( U! \6 a
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
5 U z; ^0 L* c" mor all of their Preferred Shares Series 19 into an equal number of Preferred
# ~, f( x. w9 D9 E/ XShares Series 18 upon giving to the Bank written notice thereof not earlier: p# u2 c! L3 P) T6 |
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the% t* B+ D e# y7 p; G
15th day preceding, a Series 19 Conversion Date.
: u& ]$ }0 N% @% F- R: nAutomatic Conversion If the Bank determines, after having taken into account all shares tendered; x" T- r! z: [' ?
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
) J3 P; f) S1 p3 ]9 k' YSeries 18, as the case may be, that there would be outstanding on such
: R* {% `: b3 L, O, c5 b- }* x/ VSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19," Y. _ J: B+ n- Z$ [
such remaining number of Preferred Shares Series 19 will automatically be
6 t! I$ F9 z0 l: F) n: `: t& a, nconverted on such Series 19 Conversion Date into an equal number of( S p/ R, i5 i
Preferred Shares Series 18. Additionally, if the Bank determines that, after2 X& _5 m* l5 H4 l: n1 ^; x% q3 A, N: v
conversion, there would be outstanding on such Series 19 Conversion Date: J3 c' ~/ W K0 t/ o) z& {
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares( b9 n& C6 ?& e- L
Series 19 will be converted into Preferred Shares Series 18.2 ^) Q9 z, M9 f9 X" f
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares! X* ?" l1 x$ A$ g" N7 P$ e9 V
Series 19 will not be entitled as such to receive notice of, attend, or vote at,. J" U" M/ J% V
any meeting of the shareholders of the Bank unless and until the first time at
1 i; T) }; K [7 Uwhich the Board of Directors has not declared the whole dividend on the
2 P- J; ?: Q$ V. s: w( ZPreferred Shares Series 19 in any quarter. In that event, subject as$ N6 P) }7 f, J9 g
hereinafter provided, the holders of Preferred Shares Series 19 will be( L( @- O8 O# K+ C6 @0 I
entitled to receive notice of, and to attend, meetings of shareholders at which
& B' t5 I% q- s" C1 x7 J* {5 Ldirectors of the Bank are to be elected and will be entitled to one vote for
. J0 M- [ d) B2 K0 i7 weach Preferred Share Series 19 held. The voting rights of the holders of the
+ i9 o+ p- S; w* ^& R BPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
9 N% Q b5 n" G' N; R3 v# e$ Pthe first dividend on the Preferred Shares Series 19 to which the holders are2 |. m/ p& H9 b& x j
entitled thereunder subsequent to the time such voting rights first arose until0 ?% @& E& }6 r3 g3 b0 x
such time as the Bank may again fail to declare the whole dividend on the
8 ~3 \+ P0 T' D5 @1 KPreferred Shares Series 19 in respect of any quarter, in which event such
! R/ C& S* D0 L; H7 cvoting rights will become effective again and so on from time to time.' x" l- M( k* r0 k! Z/ t4 {+ }
S-6! a0 }+ l1 B9 ?
Priority: The preferred shares of each series of the Bank will rank on a parity with
2 m/ R# N: s9 w y/ j$ z% O0 E+ T6 bevery other series and are entitled to preference over the common shares of
& u% D& N) E$ ^3 y2 |* sthe Bank and over any other shares of the Bank ranking junior to the* l+ r- ~# E; [# K( b- M7 A' w
preferred shares with respect to the payment of dividends and upon any0 X) Q( C! ~ ~; X2 f
distribution of assets in the event of the liquidation, dissolution or/ U) C# @% v2 C/ j: Q+ a; o- R, `% l
winding-up of the Bank.# G$ P* ^" Z8 v3 C) c
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
4 H) R- ]% t3 Z7 k' J$ R* i+ A, GDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares! r( O' u f* p! f3 t
Series 18 and Preferred Shares Series 19 will not be required to pay tax on! C" a2 ^/ F1 t
dividends received on such shares under Part IV.1 of such Act. |
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