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发表于 2008-11-29 16:58
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下面是BMO的:
; c* X; p# F+ p$ A# o: b+ qSUMMARY OF THE OFFERING M/ {% q2 U0 Y4 b& k
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’’.+ k% f* o! o' Z$ j5 d7 f& ~
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
( S9 l- u g+ [8 x9 {Amount: $150,000,000 (6,000,000 shares).
3 _7 P& n# H! C" q2 U* rPrice and Yield: $25.00 per share to yield initially 6.50% per annum., d' ^8 R7 z3 F9 C
Principal Characteristics of the Preferred Shares Series 18
- x9 ?3 Q* p& ~9 q7 W7 @( aDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
$ N: ]2 y8 d! nnon-cumulative preferential cash dividends, as and when declared by the+ `+ P6 |# o9 ?1 `( M+ m0 o
Board of Directors, subject to the provisions of the Bank Act, for the initial; D. w# x6 e7 U% P4 L" V
period commencing on the closing date and ending on and including& t0 c- B) ?6 [% _/ {6 ^8 n
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the( c, n& g, y- P- X0 X
25th day of February, May, August and November in each year, at a rate
! J9 A8 N" [6 n: g% `equal to $0.40625 per share. The initial dividend, if declared, will be payable7 e3 i$ k! X: B% ?7 V8 R
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
2 l* x* T' n- C6 A& q& C, w2 D" tdate of December 11, 2008.
! ~- L$ g; X# e) o) W7 \For each five-year period after the Initial Fixed Rate Period (each, a5 O6 J! ?- Z" s. [& Q& l3 ~) U: Y
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares) v; O: H/ z" _ v8 z
Series 18 will be entitled to receive fixed non-cumulative preferential cash0 F- h, Y- w4 `2 R) t
dividends, as and when declared by the Board of Directors, subject to the$ U- P, v$ b* m
provisions of the Bank Act, payable quarterly on the 25th day of February,1 B2 q' h! n" _7 N
May, August and November in each year, in the amount per share per annum
' ^2 k3 Z6 u- F" s6 h! o$ y. Sdetermined by multiplying the Annual Fixed Dividend Rate applicable to' |) S& m6 C# l3 y
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
1 I+ ?6 K! C9 m: z+ x/ PRate for the ensuing Subsequent Fixed Rate Period will be determined by the
" }" b C% S& O+ pBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
# a" J0 p( B; T8 pof such Subsequent Fixed Rate Period and will be equal to the sum of the! M0 s, F. {. X6 Z
Government of Canada Yield on the applicable Fixed Rate Calculation Date
- K+ _( X7 Q: Oplus 3.83%.
V: t" M% G- O1 @& ]1 P1 BIf the Board of Directors does not declare a dividend, or any part thereof, on
; L0 g* P! K% f- d" v" w( Vthe Preferred Shares Series 18 on or before the dividend payment date for a9 b% }0 T' L2 u2 e: y" ~ b) u
particular quarter, then the entitlement of the holders of the Preferred; C8 x+ ]6 x. g" g5 H
Shares Series 18 to receive such dividend, or to any part thereof, for such$ ^: _8 }( v( g; Y9 F7 [7 D
quarter will be forever extinguished.
! i7 V. m L! @! A/ n+ z# }Redemption: Subject to the provisions of the Bank Act and to the prior consent of the- n& Q; O8 F7 L% @( j. s$ j- W
Superintendent and to the provisions described below under ‘‘Details of the9 W" h3 y* w/ g
Offering — Certain Provisions of the Preferred Shares Series 18 as a
( F* b2 m4 q; ]6 L# ]- b, Y0 j8 @Series — Restrictions on Dividends and Retirement of Shares’’, on( X# N4 A4 ^9 o( {' M! i
February 25, 2014 and on February 25 every five years thereafter, on not
2 D1 A/ @$ M0 L% s$ x( ^2 y; wmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
2 \& o$ \% A! N: m& U d5 ^part of the then outstanding Preferred Shares Series 18, at the Bank’s option* h" u, p. Q' H. y- t& ?
without the consent of the holder, by the payment of an amount in cash for* z; F8 T7 E' K$ ]
each such share so redeemed of $25.00 together with all declared and unpaid9 h, w. q1 l1 ?, Y2 |
dividends to the date fixed for redemption./ Q9 l# E+ j, d! m, G' Z( y" a
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
0 H+ T1 c, d2 ~$ C8 cShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have$ u% W0 V! F9 h8 S
the right, at their option, to convert, on February 25, 2014 and on
$ H/ q- X- ^0 sS-4' c- _: ]) _/ s$ F* _' U C0 ?
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any0 `( [2 w% F* n0 t% W4 G9 u+ S
or all of their Preferred Shares Series 18 into an equal number of Preferred
8 @+ L& U: T6 p. D! s2 O+ X& @# }# F6 KShares Series 19 upon giving to the Bank notice thereof not earlier than6 a0 J* G, U* T; a
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
5 t2 X; P' L8 _preceding, a Series 18 Conversion Date.3 _/ ^: L: A) ~% s) Z) Q3 |# w
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
- d. F* r: R$ jProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares3 \& Y# l# V% l; Q. v2 l# }2 s
Series 19, as the case may be, that there would be outstanding on such
+ E1 p, [2 o1 t9 ?. O& `0 Q. zSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,4 i- k: k! d B$ D8 g' T' z
such remaining number of Preferred Shares Series 18 will automatically be2 S, } V# m) R7 ~- t
converted on such Series 18 Conversion Date into an equal number of
1 \: P1 [! L N) u% ZPreferred Shares Series 19. Additionally, if the Bank determines that, after* S5 |# k. y) }- j
conversion, there would be outstanding on such Series 18 Conversion Date
2 P2 c9 U. M; Pless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares2 I4 L3 a/ ]2 T0 B
Series 18 will be converted into Preferred Shares Series 19.
) o- r: J T+ A9 n' ]Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
% O! h2 {" m' c4 i2 _Series 18 will not be entitled as such to receive notice of, attend, or vote at,
+ A% y I( |4 w. q4 c0 G' k9 zany meeting of the shareholders of the Bank unless and until the first time at$ ~' p4 [) J4 ]5 p+ I) `# N
which the Board of Directors has not declared the whole dividend on the
2 @; t4 x: {5 t$ z! kPreferred Shares Series 18 in any quarter. In that event, subject as$ S& ~& ^' P. J: L4 R( Z* u r
hereinafter provided, the holders of Preferred Shares Series 18 will be4 Y# n$ n6 l! h. G
entitled to receive notice of, and to attend, meetings of shareholders at which3 y( `% R% y. X+ X4 R
directors of the Bank are to be elected and will be entitled to one vote for" F1 e0 U1 A# M+ c9 B) ? X
each Preferred Share Series 18 held. The voting rights of the holders of the/ }! H3 E, W6 O* z* C Q! r
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
' R; D4 {% c+ I& v* E/ Q+ T; [the first dividend on the Preferred Shares Series 18 to which the holders are
D9 L! c* g7 \( X* ?) Q' K: M8 Jentitled thereunder subsequent to the time such voting rights first arose until
o$ j( S( s0 v( _* r- h0 s9 ?# ysuch time as the Bank may again fail to declare the whole dividend on the
2 V& C) b. G9 \* A' \/ x* Q4 ^: qPreferred Shares Series 18 in respect of any quarter, in which event such
! L0 _& W: C0 i5 w. Dvoting rights will become effective again and so on from time to time.! t3 i9 K Y8 {
Principal Characteristics of the Preferred Shares Series 19
) m. x& g6 g/ K' ^, [ j% TDividends: The holders of the Preferred Shares Series 19 will be entitled to receive5 M8 u. U" P: v; V9 F9 C( C
floating rate non-cumulative preferential cash dividends, as and when+ B' m, n6 [, ~' i0 N0 {1 w
declared by the Board of Directors, subject to the provisions of the Bank Act,
8 P/ k R. Q: L8 Kpayable quarterly on the 25th day of February, May, August and November: ~* d+ }. P& I% t% ~
in each year, in the amount per share determined by multiplying the ~- o- n0 U& Q0 L% Q3 L; f9 ~
applicable Quarterly Floating Dividend Rate by $25.00.
5 w! X( |0 K: e9 UOn the 30th day prior to the commencement of the initial quarterly dividend' ~3 O: A% U, o# {; w; g
period beginning on February 25, 2014, and on the 30th day prior to the first
- r2 Q9 x. ^6 t3 yday of each subsequent quarterly dividend period (the initial quarterly
- w0 H* ]6 p6 m/ ?, x; P" \! Adividend period and each subsequent quarterly dividend period is referred to7 n# j% y, s1 P0 E! F1 ]" y
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
0 [! M" X0 R3 |! [% `4 `Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
% b% K5 k# ^, k. c' vPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
! s4 x9 b+ e1 P% X9 g9 {T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
/ i8 d) `% e1 ~elapsed in the applicable Quarterly Floating Rate Period divided by 365)
/ Z* x( `& ~5 [5 u: U4 rdetermined on the 30th day prior to the first day of the applicable Quarterly
+ R1 I. j' k, HFloating Rate Period.+ w9 A, `- w5 b# s6 H6 M$ ? \: \' O
S-5, h8 Q) C7 |1 N$ ^
If the Board of Directors does not declare a dividend, or any part thereof, on4 ^6 A$ q+ p. n7 I7 \, v8 h
the Preferred Shares Series 19 on or before the dividend payment date for a
! @4 O; q& z, N3 fparticular quarter, then the entitlement of the holders of the Preferred( E A0 V# {3 c, _3 a. F. Q
Shares Series 19 to receive such dividend, or to any part thereof, for such
$ [9 ^- K. Y5 K' o2 G4 D, Jquarter will be forever extinguished.6 c( [9 l8 z. _# M7 r
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
( w1 z+ _. p! y1 FSuperintendent and to the provisions described below under the heading
4 K/ R( l. R1 B) e‘‘Details of the Offering — Certain Provisions of the Preferred Shares
1 m: T6 S: T4 {4 S# ySeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
- P# ~7 `) J! W8 ?& ?on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
- T* z& H! ]! f+ P% Q ]% d8 kor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
5 S; T/ G- ?3 F/ d3 m2 voption without the consent of the holder, by the payment of an amount in$ ~5 p, x1 e, N
cash for each such share so redeemed of (i) $25.00 together with all declared) f+ B/ Y* `" i+ R
and unpaid dividends to the date fixed for redemption in the case of
; I; e9 t9 ]8 m! P1 A& \redemptions on February 25, 2019 and on February 25 every five years8 S% t% S& L! M8 d
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
8 q. d( M* L4 w, Q7 a& J: P6 m/ othe date fixed for redemption in the case of redemptions on any other date
+ p2 c4 L' W% h; y( p R3 oon or after February 25, 2014.
, t% @3 @/ ]/ A/ W: IConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic% ^2 K# q, e+ M8 J# j' s+ A( i6 g( \
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
4 k. J$ H7 j& b) R; vthe right, at their option, to convert, on February 25, 2019 and on
. b1 I2 N+ t v, t6 S9 PFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
& q2 l5 f3 | [ k' G2 ^% f- Wor all of their Preferred Shares Series 19 into an equal number of Preferred, n c& n$ \3 J
Shares Series 18 upon giving to the Bank written notice thereof not earlier7 l& U5 g# S6 s
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the4 o# V: |8 a; G0 ]
15th day preceding, a Series 19 Conversion Date.
! c( ~$ S: Q ]; D. Y! S8 ~3 x/ ]3 g0 pAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
1 f/ M& ?+ [& k8 }- ZProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares& z |, s+ s3 E6 _& O) G
Series 18, as the case may be, that there would be outstanding on such$ B+ g+ l) Z8 _) W) k' c- F
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,7 V1 W! @& r# R7 j8 X! t! u6 K
such remaining number of Preferred Shares Series 19 will automatically be; i$ g0 f: F" @7 ]
converted on such Series 19 Conversion Date into an equal number of ^7 ?- f u9 O# S9 X+ X" Y
Preferred Shares Series 18. Additionally, if the Bank determines that, after
2 \: H3 B& K- A, a* pconversion, there would be outstanding on such Series 19 Conversion Date% v$ S# R" d$ C N
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares- k. N3 N- s# o: G' S+ \
Series 19 will be converted into Preferred Shares Series 18.
2 l5 X' p& I |, V0 A( x4 iVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares9 ]% U4 M8 j2 I k
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
0 ?) s' ^: p! y. C3 ^+ F6 lany meeting of the shareholders of the Bank unless and until the first time at
6 N# y+ G0 R+ ]9 Q/ E. Mwhich the Board of Directors has not declared the whole dividend on the+ G& C: M; Z9 R6 H% t
Preferred Shares Series 19 in any quarter. In that event, subject as2 `& t O1 W! \1 _/ T" l
hereinafter provided, the holders of Preferred Shares Series 19 will be
/ G9 P1 C$ R) L1 n4 ientitled to receive notice of, and to attend, meetings of shareholders at which
+ e, v8 x% I( U |directors of the Bank are to be elected and will be entitled to one vote for0 T) f+ Y* o' D# S3 J/ w- v. z) {
each Preferred Share Series 19 held. The voting rights of the holders of the
: @- }; ^. L' `% z5 [2 iPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
t0 G# w( e5 E- f) h7 L- M# a- Cthe first dividend on the Preferred Shares Series 19 to which the holders are
4 y8 M6 f! W/ v8 n; d' aentitled thereunder subsequent to the time such voting rights first arose until' }) x. ^! [% ?7 a0 H! r
such time as the Bank may again fail to declare the whole dividend on the
, n% U' {4 \# ?( fPreferred Shares Series 19 in respect of any quarter, in which event such
0 D5 b# V2 q5 d8 Y: a: {2 c7 o# Yvoting rights will become effective again and so on from time to time.; X" ^6 i0 w7 k& J" a
S-62 `; p# U/ y h" d- _5 b
Priority: The preferred shares of each series of the Bank will rank on a parity with6 z: x. | x: X2 M2 s7 s: Z
every other series and are entitled to preference over the common shares of
! K: J1 }$ @3 S7 M6 _the Bank and over any other shares of the Bank ranking junior to the
% R3 l$ y& A+ Xpreferred shares with respect to the payment of dividends and upon any
/ _- c/ q8 S A; E) Cdistribution of assets in the event of the liquidation, dissolution or
: ] j& I) M$ O9 E+ \- }0 V2 cwinding-up of the Bank.- F; T4 u3 y H# X
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
; Z7 G# i: _1 b: W& ~0 nDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares0 u: l8 K `5 f* I9 a' B5 V
Series 18 and Preferred Shares Series 19 will not be required to pay tax on; g+ b) d' n, B- W/ p* p+ q( `0 [
dividends received on such shares under Part IV.1 of such Act. |
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