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发表于 2008-11-29 16:58
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下面是BMO的:
6 m7 ^3 v; i: {) Y @. XSUMMARY OF THE OFFERING
, z) r/ C6 L2 m9 SThis 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’’.1 w- g: X. N* y @, E: v
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.9 o! e5 Z, b) h( h$ \
Amount: $150,000,000 (6,000,000 shares).
% i( V2 F% Q+ b$ }2 ~5 LPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
; x3 w! D" f& @& E2 m/ IPrincipal Characteristics of the Preferred Shares Series 18 w; W4 {! z* @
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
- B/ {0 G$ H# R& W; wnon-cumulative preferential cash dividends, as and when declared by the
( `% q, y/ \) L UBoard of Directors, subject to the provisions of the Bank Act, for the initial* k7 v6 U z3 U& K" z" `
period commencing on the closing date and ending on and including! X0 t9 ?: J* H1 G& y; L: Y
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
|6 i1 S9 U6 i; e0 H25th day of February, May, August and November in each year, at a rate9 h5 O3 k/ f$ _/ F& _# `& J
equal to $0.40625 per share. The initial dividend, if declared, will be payable% Q! o5 ]- }/ q
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing; n, L* g6 j# ?& Q! s" w( C
date of December 11, 2008.
3 e. G, P. Q: h3 V9 BFor each five-year period after the Initial Fixed Rate Period (each, a" E! D. Y9 {0 g+ t( E; [& {
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
1 ?7 N( _! ?; ^8 e, | ^3 `. }Series 18 will be entitled to receive fixed non-cumulative preferential cash6 T6 G: ]9 e5 h7 e
dividends, as and when declared by the Board of Directors, subject to the- ^7 K5 j' U, H1 D- E: Y5 E
provisions of the Bank Act, payable quarterly on the 25th day of February,* R7 r" s( t# I, [$ X
May, August and November in each year, in the amount per share per annum. }( W- g. u" a+ \$ D0 j1 g
determined by multiplying the Annual Fixed Dividend Rate applicable to, E4 [7 r: I' L: K; O: r2 x: p; Q
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
' H% `8 g8 ]& K5 U3 |5 @: C: P4 LRate for the ensuing Subsequent Fixed Rate Period will be determined by the) y+ K) b: W, R w
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day" `) }% \3 w: f8 I2 h( P5 m
of such Subsequent Fixed Rate Period and will be equal to the sum of the, q/ Y( w) |; W4 E" [3 r
Government of Canada Yield on the applicable Fixed Rate Calculation Date }& S6 F: f2 a+ k7 p% d
plus 3.83%.4 ~) d+ F8 r- ^
If the Board of Directors does not declare a dividend, or any part thereof, on, Q- [2 [1 F/ z# a4 ~, ^
the Preferred Shares Series 18 on or before the dividend payment date for a* e2 k( Z, R# I( n' I% K7 G
particular quarter, then the entitlement of the holders of the Preferred
0 R+ b7 U, G- h2 X7 hShares Series 18 to receive such dividend, or to any part thereof, for such
+ D7 G. ^! |/ Tquarter will be forever extinguished.# ^) r8 v& v6 H# y; G
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
. _3 s/ \! F A1 ?; qSuperintendent and to the provisions described below under ‘‘Details of the; V- m5 E/ i' J9 w$ w; H
Offering — Certain Provisions of the Preferred Shares Series 18 as a
1 e( s' d2 f8 @6 D. xSeries — Restrictions on Dividends and Retirement of Shares’’, on
$ [5 F! G0 a% c( ]February 25, 2014 and on February 25 every five years thereafter, on not
* Z, l( E R! R6 ymore than 60 nor less than 30 days’ notice, the Bank may redeem all or any0 ]$ b; P3 J2 u3 o* n
part of the then outstanding Preferred Shares Series 18, at the Bank’s option; [8 G' s3 W. V4 n
without the consent of the holder, by the payment of an amount in cash for; |% @. x) ?. n! J2 p
each such share so redeemed of $25.00 together with all declared and unpaid1 T: s- n# B' {- e
dividends to the date fixed for redemption.
# p! T1 p9 [* p5 M, K% k( |* |Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic I" J u& ]$ G+ _
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have. `9 Z, c+ C' n$ O
the right, at their option, to convert, on February 25, 2014 and on) f7 f; y; T5 [" m. L5 N1 n- z
S-4
+ J s0 K2 D4 ?' O! |February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
3 V( s f* v6 A9 ~or all of their Preferred Shares Series 18 into an equal number of Preferred
7 D8 i- v; K6 x( ?Shares Series 19 upon giving to the Bank notice thereof not earlier than
8 c8 R& h4 i3 `30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
6 O: I6 G7 I- S/ b, @& o( ^6 B# Tpreceding, a Series 18 Conversion Date.8 R$ m; I5 g5 J3 B3 M7 p
Automatic Conversion If the Bank determines, after having taken into account all shares tendered( u1 ^: [' X9 [$ a$ g
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
. u% ~5 I( V& ~( _) ~Series 19, as the case may be, that there would be outstanding on such2 h* F/ y8 x" |7 r/ l( L7 ~ }6 _
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,# I/ m5 O5 a* W
such remaining number of Preferred Shares Series 18 will automatically be9 c' F! G) t; ?! M- k! a
converted on such Series 18 Conversion Date into an equal number of
1 y0 O8 R M7 J2 Q6 WPreferred Shares Series 19. Additionally, if the Bank determines that, after
. x, u( b5 G% Dconversion, there would be outstanding on such Series 18 Conversion Date
9 G/ K; h5 a' s/ J" J3 _- j, ?; Qless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares3 t h) i1 k/ m$ L8 P
Series 18 will be converted into Preferred Shares Series 19.
# z) O9 T' M+ RVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 _6 k0 O) R) }% `Series 18 will not be entitled as such to receive notice of, attend, or vote at, y9 r9 k. }8 Y: K6 u. g; ^
any meeting of the shareholders of the Bank unless and until the first time at1 e! K( @& i+ y: ]8 Q- V! w; [+ @
which the Board of Directors has not declared the whole dividend on the
) L* m [7 L; z; z: Y% f! EPreferred Shares Series 18 in any quarter. In that event, subject as
" r: p& B [& C% E+ X: }3 uhereinafter provided, the holders of Preferred Shares Series 18 will be( ]+ R0 t- X* Q5 u) ^
entitled to receive notice of, and to attend, meetings of shareholders at which/ d8 Y$ K1 r3 T) d9 y0 g$ [+ r
directors of the Bank are to be elected and will be entitled to one vote for v& n# Q- `! p% l% c& Y0 t
each Preferred Share Series 18 held. The voting rights of the holders of the5 [8 Y! z: ]9 i* ?; z
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of2 V! }$ q; @6 m$ i& T2 X9 D
the first dividend on the Preferred Shares Series 18 to which the holders are
! F" d" |# z+ ?2 o6 u* c1 t8 \+ {entitled thereunder subsequent to the time such voting rights first arose until" h) |8 I4 Y/ N. R7 x) q# O- A
such time as the Bank may again fail to declare the whole dividend on the
' o I. B/ q$ H1 w: v" HPreferred Shares Series 18 in respect of any quarter, in which event such# ?6 e* J' }+ V. f
voting rights will become effective again and so on from time to time.1 E; h' ~4 A: r
Principal Characteristics of the Preferred Shares Series 19
4 n2 h2 {: A# X% t( CDividends: The holders of the Preferred Shares Series 19 will be entitled to receive6 G5 J6 P0 z/ k% `& @; S# h* L& W; a
floating rate non-cumulative preferential cash dividends, as and when
* [# D1 h8 b `3 P+ j% t2 u) g" \declared by the Board of Directors, subject to the provisions of the Bank Act,7 }1 d$ X- y1 G% `3 A) R: o x& e
payable quarterly on the 25th day of February, May, August and November
2 x3 n( U3 `* w3 `in each year, in the amount per share determined by multiplying the
7 Q4 v$ \2 L1 C8 `: |1 Papplicable Quarterly Floating Dividend Rate by $25.00.
* F1 c V5 H( MOn the 30th day prior to the commencement of the initial quarterly dividend7 \! R+ ~' T* ~% T, N6 N
period beginning on February 25, 2014, and on the 30th day prior to the first& ~# \8 M* G7 G; Q% j% N! }; e) z
day of each subsequent quarterly dividend period (the initial quarterly' X4 [% c% M/ j
dividend period and each subsequent quarterly dividend period is referred to
, A# Q! l' ]1 ?. h# c7 _, kas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
5 Z$ [& [) m4 h3 T2 h6 ?/ uQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
' @; {, E" w$ k1 W8 m6 hPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
9 t, {8 |: R! A+ N4 aT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days# O% \% H+ _7 Y5 T$ |1 f$ o" s0 }
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
; \6 x5 E4 p! `& K O5 O: Y9 }determined on the 30th day prior to the first day of the applicable Quarterly
3 W( h/ N0 z1 R x6 ]1 d6 k/ HFloating Rate Period.
* X2 c5 H/ z2 {/ IS-5# J. i, [, b; a6 m9 ?
If the Board of Directors does not declare a dividend, or any part thereof, on5 |9 \, r) \. c& y
the Preferred Shares Series 19 on or before the dividend payment date for a
; f& l- L4 i" }; W8 ]particular quarter, then the entitlement of the holders of the Preferred
9 Y3 z& I9 x" g8 p- A! _5 l4 m3 lShares Series 19 to receive such dividend, or to any part thereof, for such
& ]) D& I0 @/ ~; Mquarter will be forever extinguished.
' ?2 m4 U' z: W( e3 ]+ wRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
: Z9 Y2 P4 N+ `4 N% nSuperintendent and to the provisions described below under the heading, O" u& H& |2 g; C- e* Y
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
* |# J) ?5 s! iSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,' [# I, n2 G0 f$ i+ _8 [5 v4 s) N
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
' q# D0 O/ u C; i- Yor any part of the then outstanding Preferred Shares Series 19, at the Bank’s J1 q! ?, [! w8 n. ?, H
option without the consent of the holder, by the payment of an amount in
4 a7 x8 N$ w. t6 {cash for each such share so redeemed of (i) $25.00 together with all declared! u- y ?" L3 n
and unpaid dividends to the date fixed for redemption in the case of7 f% H. b- ]( G
redemptions on February 25, 2019 and on February 25 every five years
) `& w- g' R+ x! @9 z. uthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
! x, l1 K! K, e& b B, uthe date fixed for redemption in the case of redemptions on any other date
1 q: H0 }8 A/ ^" L+ D |on or after February 25, 2014.
# S" o: o# |4 {Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic& a9 J! [7 B% }8 u& P6 H7 J* M
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
7 [+ Q3 S! F0 M" e# ~8 _6 r' W$ U/ i: Ethe right, at their option, to convert, on February 25, 2019 and on2 s% b$ I) ^: B) }7 E5 n6 Q
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any! [; r/ Q( S T R4 V* D
or all of their Preferred Shares Series 19 into an equal number of Preferred
5 m. k* b9 s, y5 D$ A1 t2 c& XShares Series 18 upon giving to the Bank written notice thereof not earlier+ b2 `: Y& d% R7 F- u
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the0 Q# D$ k/ v7 ^) }! l
15th day preceding, a Series 19 Conversion Date.
) p0 T, ]7 h0 y! ZAutomatic Conversion If the Bank determines, after having taken into account all shares tendered5 P' N# p6 a. u" b2 ]* m2 D$ n
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares! T& W9 D+ b6 c, I: x: }
Series 18, as the case may be, that there would be outstanding on such$ O6 c* e# s" r) h
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
7 e# X C$ p5 b4 s0 ?! csuch remaining number of Preferred Shares Series 19 will automatically be
; ?3 X# M" X. {- x/ S& Oconverted on such Series 19 Conversion Date into an equal number of2 i" K: i u; u# n3 g8 F
Preferred Shares Series 18. Additionally, if the Bank determines that, after
) R& Z' {1 K+ M/ K& I! x' v1 qconversion, there would be outstanding on such Series 19 Conversion Date
: l2 Z2 d8 R$ o1 mless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
% L) d6 N" i& ^' V6 hSeries 19 will be converted into Preferred Shares Series 18.
1 w" f: B6 C5 x9 k& LVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
1 L" N% @1 Y9 jSeries 19 will not be entitled as such to receive notice of, attend, or vote at,5 }+ t3 [+ W& E( S1 r! H
any meeting of the shareholders of the Bank unless and until the first time at
( n% G. S" c: R6 Swhich the Board of Directors has not declared the whole dividend on the: k5 y2 l: Z/ n5 F5 c- p
Preferred Shares Series 19 in any quarter. In that event, subject as
7 i5 h$ m4 H+ p3 ihereinafter provided, the holders of Preferred Shares Series 19 will be, L& T! h. {7 I# b" V( M' Y
entitled to receive notice of, and to attend, meetings of shareholders at which
U# w$ S: a$ w, `$ Fdirectors of the Bank are to be elected and will be entitled to one vote for; H1 W& M4 O3 x: z& x
each Preferred Share Series 19 held. The voting rights of the holders of the
) x& e; E' B( E* B0 EPreferred Shares Series 19 will forthwith cease upon payment by the Bank of+ V; O% R+ W: O2 n; ]
the first dividend on the Preferred Shares Series 19 to which the holders are
: U8 k5 `: ~: Q" d8 pentitled thereunder subsequent to the time such voting rights first arose until
) @( A* V1 q4 ?1 Csuch time as the Bank may again fail to declare the whole dividend on the
7 |6 X H! a: V/ [4 {Preferred Shares Series 19 in respect of any quarter, in which event such6 l& ~. w$ {$ m( z' ?3 i5 I
voting rights will become effective again and so on from time to time.& b& D5 g- z9 V! Y- i; N9 L% `
S-6
* ~ a' {0 L" g F. X& @+ ZPriority: The preferred shares of each series of the Bank will rank on a parity with w! B$ z$ w3 Y2 M2 }& R+ s
every other series and are entitled to preference over the common shares of
3 A2 E9 a% j3 [5 v) b. o8 ]0 wthe Bank and over any other shares of the Bank ranking junior to the
: u- y8 o+ a& S; A9 K6 ^ Upreferred shares with respect to the payment of dividends and upon any. C2 c o) d# v+ [- U
distribution of assets in the event of the liquidation, dissolution or* y- g' K# k# c9 [( B9 R) Z
winding-up of the Bank.) l# [3 d$ N9 F# X2 ]7 D
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
, [ n& N! g, W& BDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares6 h# y. F5 i& E3 b, y2 e. S
Series 18 and Preferred Shares Series 19 will not be required to pay tax on+ p- D9 i' E' F4 W- m) B2 d
dividends received on such shares under Part IV.1 of such Act. |
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