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发表于 2008-11-29 16:58
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下面是BMO的:
' E: f! k6 B5 B4 }: a( aSUMMARY OF THE OFFERING
+ n5 d' O+ C. R) g0 j% HThis 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’’.& Q" h/ h' J; F0 o, t
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.) k- j+ N1 q# P- b" ]- {8 J
Amount: $150,000,000 (6,000,000 shares).) e' x# b7 Y$ ]
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
5 s$ h- e; I* ]) F0 E6 XPrincipal Characteristics of the Preferred Shares Series 18
- H$ J6 ~0 j9 b6 N: V$ r: _5 N7 KDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
& }; a# A# e) N, o8 anon-cumulative preferential cash dividends, as and when declared by the5 w7 c# `5 M; G7 x
Board of Directors, subject to the provisions of the Bank Act, for the initial# i! d/ \' {) g E
period commencing on the closing date and ending on and including' Z9 i3 k9 l0 S
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the4 H% q% w* \6 O3 {4 v% ]) l/ P
25th day of February, May, August and November in each year, at a rate/ V# Q1 {4 J0 r' J6 f( R& {
equal to $0.40625 per share. The initial dividend, if declared, will be payable
/ y- i4 g5 k0 f) \+ y& D9 r( j4 t# r, MMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
8 D- g. ?, R8 Pdate of December 11, 2008.4 Z( `- a- Q0 k" y
For each five-year period after the Initial Fixed Rate Period (each, a
7 s U3 `8 T2 ]4 P, i" X‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares6 p D4 @3 t% a! M8 {- K( ]3 e
Series 18 will be entitled to receive fixed non-cumulative preferential cash
" ], z+ { g' q& U+ L/ |$ xdividends, as and when declared by the Board of Directors, subject to the' q5 U9 x! O; V6 I6 o1 q
provisions of the Bank Act, payable quarterly on the 25th day of February,3 t# E2 N8 @) X7 a
May, August and November in each year, in the amount per share per annum- S$ V& G0 ]# \; R: k# ^2 H4 W! D. W
determined by multiplying the Annual Fixed Dividend Rate applicable to
& ~+ b# ^5 A: S, W, I- T5 M* w4 Bsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend% D5 i6 n& `. A1 M- i3 Y
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the D* G1 ~+ k9 t# R9 O* f! k
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
4 Y- J' [/ a* ^7 ? [. L* Bof such Subsequent Fixed Rate Period and will be equal to the sum of the
+ g6 ?6 j q7 ^& x( [3 {+ ~: m2 SGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
i/ ^* f% y% ]plus 3.83%.
* U2 P$ l+ s2 O+ iIf the Board of Directors does not declare a dividend, or any part thereof, on8 j ?, G1 ]9 Y* q* I% ?$ a
the Preferred Shares Series 18 on or before the dividend payment date for a/ i" A! Y1 T( H1 e3 x. y) A/ M
particular quarter, then the entitlement of the holders of the Preferred0 z& J t$ d' f! W
Shares Series 18 to receive such dividend, or to any part thereof, for such$ p( |0 A( y& U% F/ D
quarter will be forever extinguished.0 A- o* y: O" _
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
; ~: t6 r. [2 w/ {% }. o, ^Superintendent and to the provisions described below under ‘‘Details of the d0 B8 Q9 G$ n; k
Offering — Certain Provisions of the Preferred Shares Series 18 as a+ m3 d X' z1 T, F% `
Series — Restrictions on Dividends and Retirement of Shares’’, on
$ ~, I; I+ r$ f6 }/ OFebruary 25, 2014 and on February 25 every five years thereafter, on not
h3 p; v% H$ m5 Vmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
% _) H5 `7 D# E% Ppart of the then outstanding Preferred Shares Series 18, at the Bank’s option
; `6 t) J0 t# @4 u3 o; swithout the consent of the holder, by the payment of an amount in cash for x* ^ N1 u( A8 z
each such share so redeemed of $25.00 together with all declared and unpaid
& ]* G: T$ e: G K9 M1 sdividends to the date fixed for redemption.' |& v; _' `5 c4 Y0 M! z
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic0 c& y% c, T. F# z1 f/ B
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
+ a2 o3 |, \: @ g" p, T5 q- Qthe right, at their option, to convert, on February 25, 2014 and on5 R5 Q2 Y$ S* e0 |
S-4
: V0 n! k! m/ T' d4 SFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
: g7 v k: u& p: {# \" hor all of their Preferred Shares Series 18 into an equal number of Preferred
, ~! V @" h. `+ J: p1 iShares Series 19 upon giving to the Bank notice thereof not earlier than+ N( j3 Y& g% f8 Z2 @, H
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day2 ~, w4 _9 \9 R" f# q
preceding, a Series 18 Conversion Date.5 L# w2 O7 p" e6 ]
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
0 j6 _" k) ]7 l, _) ^2 k/ A$ iProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares. c) D- n' b) ?3 z* ^+ ]
Series 19, as the case may be, that there would be outstanding on such
2 H @9 m; v# T( _& N$ ?2 XSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
- |8 B; m3 H3 v! U: w) [: | ?9 bsuch remaining number of Preferred Shares Series 18 will automatically be
% J7 p' E) X& yconverted on such Series 18 Conversion Date into an equal number of
6 s# p, v( i, A4 E- i+ d4 DPreferred Shares Series 19. Additionally, if the Bank determines that, after( ]1 E. G5 [7 c' K2 s" v' I
conversion, there would be outstanding on such Series 18 Conversion Date! }6 B- \* ~' I: j0 `
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares4 y, _% Q. K, L3 B, p
Series 18 will be converted into Preferred Shares Series 19.) e0 x' e. S& C/ z: |
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
: }7 _9 D7 s* H Z: [. USeries 18 will not be entitled as such to receive notice of, attend, or vote at,
& A7 O1 I: o N: iany meeting of the shareholders of the Bank unless and until the first time at
/ ]6 }% D1 J K5 Ewhich the Board of Directors has not declared the whole dividend on the
5 G' M1 Z, x) t: I7 a, a: f; r5 ]5 oPreferred Shares Series 18 in any quarter. In that event, subject as
X# [/ |5 c8 N1 Ghereinafter provided, the holders of Preferred Shares Series 18 will be
9 M) g t1 n8 Oentitled to receive notice of, and to attend, meetings of shareholders at which
* J N$ o' i! D9 F3 Q8 pdirectors of the Bank are to be elected and will be entitled to one vote for
8 R* b2 o; ^1 R# q* reach Preferred Share Series 18 held. The voting rights of the holders of the' c4 c X3 A; ]+ H1 l
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
- B. l: x$ H+ i h( gthe first dividend on the Preferred Shares Series 18 to which the holders are, v$ S0 F! J# r1 |
entitled thereunder subsequent to the time such voting rights first arose until
' q' d" F8 U4 c9 Osuch time as the Bank may again fail to declare the whole dividend on the
+ @6 ~( Q. w% c7 R5 \% aPreferred Shares Series 18 in respect of any quarter, in which event such
1 ]6 L( H: |; U2 x- }+ Qvoting rights will become effective again and so on from time to time.$ p( b0 J" j: `
Principal Characteristics of the Preferred Shares Series 195 v! C$ m! x8 [ q& |2 D0 t, |: P+ o
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
8 n% ?/ J9 f. ^& v- Q( J( {# k( Efloating rate non-cumulative preferential cash dividends, as and when
8 ~9 [: x/ @' _; w/ [2 }declared by the Board of Directors, subject to the provisions of the Bank Act,
, n/ l- E+ ?0 i" A$ j2 Cpayable quarterly on the 25th day of February, May, August and November
- P- v! `. @) M$ Q G$ l. K( T7 s( y+ fin each year, in the amount per share determined by multiplying the, g* \- I7 k& p* `6 D& D
applicable Quarterly Floating Dividend Rate by $25.00.
2 h4 ^+ ^2 ]7 M! W' EOn the 30th day prior to the commencement of the initial quarterly dividend. v% u" F7 Y$ @
period beginning on February 25, 2014, and on the 30th day prior to the first
8 M8 J) k& [, _; Sday of each subsequent quarterly dividend period (the initial quarterly
" Q' G ?3 A. Y, S2 Ydividend period and each subsequent quarterly dividend period is referred to
' _0 B' ^9 o+ z) |as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
7 |' @1 d, X# H0 L6 l8 U, rQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate8 J O. N! h. V
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the/ g2 Q( }8 A. I. k7 ^
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
. X9 F1 e2 r% B0 E, I. L6 kelapsed in the applicable Quarterly Floating Rate Period divided by 365)
! f& R2 A. }" C+ `8 gdetermined on the 30th day prior to the first day of the applicable Quarterly ^9 Y' o7 v; o# s% g7 q
Floating Rate Period. F3 |( Y: @1 u$ E
S-58 K% N b3 b3 O* z1 w
If the Board of Directors does not declare a dividend, or any part thereof, on' S, L, i8 f6 f5 B+ K& y1 d! t0 Z
the Preferred Shares Series 19 on or before the dividend payment date for a) c0 ?3 d- Y4 A/ q
particular quarter, then the entitlement of the holders of the Preferred6 x% R& j8 J; y8 ?; M: I. l
Shares Series 19 to receive such dividend, or to any part thereof, for such
# E/ w3 E9 R% q* ^3 _quarter will be forever extinguished.. z y! ]( w& K' h* u# u/ ?1 l
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the! J5 G# R9 _: s* W. y6 L
Superintendent and to the provisions described below under the heading) w" h" l: \$ K8 |+ {# w8 ^
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
. v5 X# ~# F- N! ?2 Q0 M) sSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
" c6 w0 b, u" j& w/ Jon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
( Q5 U0 A5 a4 w w3 aor any part of the then outstanding Preferred Shares Series 19, at the Bank’s) X! \4 D& b" A0 Q+ |- d' N1 J( ~
option without the consent of the holder, by the payment of an amount in
* m, P, B; B' g3 r& ?% z# icash for each such share so redeemed of (i) $25.00 together with all declared
% u+ G9 Y2 X- M) t3 v+ Pand unpaid dividends to the date fixed for redemption in the case of
2 T: J0 w- y: Q( j; E1 ~+ x& \, ]# Yredemptions on February 25, 2019 and on February 25 every five years
" a `5 }7 o( |thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
, t7 _. Z5 P' r5 c/ ]the date fixed for redemption in the case of redemptions on any other date* H8 `9 p2 o9 K( \
on or after February 25, 2014.
; l4 x1 x3 k/ X9 e0 XConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic1 c4 F9 Z% Y# X4 ?& O) |( g
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
0 C* R' u- t4 Q; }. dthe right, at their option, to convert, on February 25, 2019 and on
2 t# @2 ]$ L2 k' z. X" e, C6 RFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
8 ]* u, K. X8 _" S3 S; K/ ]or all of their Preferred Shares Series 19 into an equal number of Preferred
" _. d; p4 q' K' a0 PShares Series 18 upon giving to the Bank written notice thereof not earlier
- J* I" d1 K8 j. u3 |; ~% @than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the* x) ~7 ]. A {' P S
15th day preceding, a Series 19 Conversion Date.
- Y4 @, v7 t3 H) L. [Automatic Conversion If the Bank determines, after having taken into account all shares tendered
6 K3 Z: m/ ^1 V! m) P( CProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
+ ^7 `7 P) L0 {Series 18, as the case may be, that there would be outstanding on such, U3 W, Q0 Q2 L6 ^5 w
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,/ c' X$ x/ }1 [. A4 a$ f9 D
such remaining number of Preferred Shares Series 19 will automatically be# q1 u. P* N) s1 j, b9 X
converted on such Series 19 Conversion Date into an equal number of; a4 z3 y( L$ \
Preferred Shares Series 18. Additionally, if the Bank determines that, after
& h6 K2 R' N8 y( l( i5 T" T: Oconversion, there would be outstanding on such Series 19 Conversion Date6 {) H# w8 p; H4 L: E2 g- S% l, P
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
" h& H0 ~* z9 k. WSeries 19 will be converted into Preferred Shares Series 18.) @. i- z* R* D* o, r
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
* l) r+ o6 w( fSeries 19 will not be entitled as such to receive notice of, attend, or vote at,! h* G; m9 {- ]6 _9 V
any meeting of the shareholders of the Bank unless and until the first time at
! h- h! L3 q5 w/ q- p+ }which the Board of Directors has not declared the whole dividend on the; G- }6 A7 v, ?- ]( t( S; [' D1 K
Preferred Shares Series 19 in any quarter. In that event, subject as/ f5 m+ ]4 @8 U# G+ S
hereinafter provided, the holders of Preferred Shares Series 19 will be" Z5 g, @2 H4 {" s6 X- M5 I+ G
entitled to receive notice of, and to attend, meetings of shareholders at which
5 a N; Q7 c9 }* bdirectors of the Bank are to be elected and will be entitled to one vote for
% D0 u+ N* K8 y' F& y# r0 t5 eeach Preferred Share Series 19 held. The voting rights of the holders of the/ y* Z* s. i( v- X- J5 a2 h% ]
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
6 J% c2 H2 ]) E2 q: M* Z1 Z H$ nthe first dividend on the Preferred Shares Series 19 to which the holders are
o* F* E( Q' V+ a" I! Rentitled thereunder subsequent to the time such voting rights first arose until
q3 J( I3 r% Csuch time as the Bank may again fail to declare the whole dividend on the
* k, B+ c, r3 f/ S$ x0 w- \6 ?Preferred Shares Series 19 in respect of any quarter, in which event such1 f0 k3 J2 v% [& i( W
voting rights will become effective again and so on from time to time.
" W& t( c W! q! R: F7 \S-6: i; h- L$ W' D) q: |
Priority: The preferred shares of each series of the Bank will rank on a parity with% o' N$ `( q2 h( I: l; }
every other series and are entitled to preference over the common shares of
w8 X& h+ M: U9 wthe Bank and over any other shares of the Bank ranking junior to the- \* X5 l+ u8 q7 B# U
preferred shares with respect to the payment of dividends and upon any3 x1 x# X# M* Q S! Y( E0 u
distribution of assets in the event of the liquidation, dissolution or
# O; {$ K7 c& t0 \8 \2 L* [winding-up of the Bank.3 m" G" s- A; b( s; k# b
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
7 D) [. t+ U' o# w6 b- RDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares' \, ~* j/ e6 w# I; `
Series 18 and Preferred Shares Series 19 will not be required to pay tax on$ N" F5 I& y/ ]8 h9 w
dividends received on such shares under Part IV.1 of such Act. |
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