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发表于 2008-11-29 16:58
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下面是BMO的:
8 j+ ^1 v& Q( J7 N ]4 OSUMMARY OF THE OFFERING
! Q' @5 _/ d/ X S0 jThis 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’’.
3 L! _; X! V$ y& M8 ?Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
) U8 k& ~6 E& \1 ZAmount: $150,000,000 (6,000,000 shares).2 J; R2 |0 e/ M2 ~1 s( W- {$ b* _
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
$ v& C2 H( H, G8 a, IPrincipal Characteristics of the Preferred Shares Series 189 i) f# p% l( y' w" H
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed q$ L+ c9 Y3 Y: c1 z. c# _
non-cumulative preferential cash dividends, as and when declared by the2 w2 {+ e: V* n+ Z
Board of Directors, subject to the provisions of the Bank Act, for the initial
7 Q; q! e ?# C" }# |% l+ j3 p* Gperiod commencing on the closing date and ending on and including
: ?4 `0 Z9 k5 o9 WFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
1 T( K9 y9 ?, [0 w: o7 T25th day of February, May, August and November in each year, at a rate
# x" u' s: t6 p# j5 `! f5 ^- Lequal to $0.40625 per share. The initial dividend, if declared, will be payable
* O, f, C1 |9 ?4 q# n. H9 s& w6 FMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing# y; \8 @; P6 ?& N
date of December 11, 2008.
$ C4 e* p/ L4 R3 {& Q, cFor each five-year period after the Initial Fixed Rate Period (each, a
3 f- F* O" F- q, H# d. ^* N8 B& Y‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares$ \ O8 Z; O9 ]8 S m7 X
Series 18 will be entitled to receive fixed non-cumulative preferential cash5 N3 s q3 S# z9 n$ M7 J/ h- V: a4 Y( V
dividends, as and when declared by the Board of Directors, subject to the
5 j3 W6 f- s! g4 o6 J W* yprovisions of the Bank Act, payable quarterly on the 25th day of February,
! G, ?0 P3 E) G: B& [6 C: pMay, August and November in each year, in the amount per share per annum
$ T [- l8 e& N: Rdetermined by multiplying the Annual Fixed Dividend Rate applicable to
/ ?5 j; x8 J( Z( {such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
- u% L1 i0 K5 E$ f# }# K" p7 JRate for the ensuing Subsequent Fixed Rate Period will be determined by the" B5 I: v# a" h1 E: P
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day) H" G% \5 g/ E; ^( D8 a R7 D
of such Subsequent Fixed Rate Period and will be equal to the sum of the
: _. h0 N0 x, [) w& a- g+ V2 D. sGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
. K6 e, q- k3 r/ B! L- Q# H* v2 vplus 3.83%., K5 i0 d+ d+ H! D5 _! _7 J
If the Board of Directors does not declare a dividend, or any part thereof, on" s# Q3 L" X. z2 n, N& \/ p% ?; B
the Preferred Shares Series 18 on or before the dividend payment date for a
# M0 ^8 n) W1 j9 h9 W. Y( eparticular quarter, then the entitlement of the holders of the Preferred
/ m/ x8 t2 Q& ?; lShares Series 18 to receive such dividend, or to any part thereof, for such
; S+ f. S0 Z4 n! d* C9 z$ ^quarter will be forever extinguished.
: ^, a8 o5 F* G) p: x- lRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
+ b0 ?% Q2 M- u; CSuperintendent and to the provisions described below under ‘‘Details of the! B2 P/ Z% F$ m- U8 j0 j
Offering — Certain Provisions of the Preferred Shares Series 18 as a
8 y: W) Y% q* {2 _Series — Restrictions on Dividends and Retirement of Shares’’, on, ?% s# v1 W4 j" D8 C
February 25, 2014 and on February 25 every five years thereafter, on not
+ m) {% A0 i! {# d+ Xmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
4 N( L, N+ \& O/ x* wpart of the then outstanding Preferred Shares Series 18, at the Bank’s option% I t& L& e( O/ X2 `
without the consent of the holder, by the payment of an amount in cash for5 h; |: j7 z A$ F
each such share so redeemed of $25.00 together with all declared and unpaid
* b1 N: ?9 x+ b5 |dividends to the date fixed for redemption.6 r4 L/ V( K( b' @3 d
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic. T# m M" W5 z8 ~4 k |; Y
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
, V+ ~2 J7 D' K. g8 tthe right, at their option, to convert, on February 25, 2014 and on
4 D1 H1 F+ @% v, u8 O. I7 R' H2 q; dS-4
9 x4 u$ r0 ~' h& d% L4 pFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
2 s0 s7 r/ \: O. T& T5 N2 Bor all of their Preferred Shares Series 18 into an equal number of Preferred6 h- W+ t/ T0 q J$ Z
Shares Series 19 upon giving to the Bank notice thereof not earlier than" Q. x( v. D& a* l% r
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
4 T; R* a Z7 e% l' `! apreceding, a Series 18 Conversion Date.3 q* Y1 I" }9 F9 j5 p9 g# i6 N6 B
Automatic Conversion If the Bank determines, after having taken into account all shares tendered5 E1 u% ?$ t* H" {8 ]
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares' G. ]* H1 S; F( I
Series 19, as the case may be, that there would be outstanding on such* ~8 E* k: G' J9 y- }
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
6 x! O& E7 O. ]- Y8 I. _$ I, ysuch remaining number of Preferred Shares Series 18 will automatically be
, ]2 S* J! j8 Z# ?converted on such Series 18 Conversion Date into an equal number of; k8 H+ m0 r7 v `) U
Preferred Shares Series 19. Additionally, if the Bank determines that, after3 J) A- y9 J, I" e2 M
conversion, there would be outstanding on such Series 18 Conversion Date
2 m% A. p* ~, O" p) z3 N; p& g4 Eless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares8 J8 C( |, X$ X5 p% L9 v2 }2 E
Series 18 will be converted into Preferred Shares Series 19.
2 t# S# S. P; p0 O5 HVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ G( d J- A: b4 B
Series 18 will not be entitled as such to receive notice of, attend, or vote at,2 ^# i" C# L# c
any meeting of the shareholders of the Bank unless and until the first time at" F/ L7 P( W1 f4 B
which the Board of Directors has not declared the whole dividend on the0 v2 E. G8 P) ]; l, ?& b
Preferred Shares Series 18 in any quarter. In that event, subject as
. s# y4 g- P1 O( r4 Y# thereinafter provided, the holders of Preferred Shares Series 18 will be& Y8 a6 q% p7 r4 B9 Q
entitled to receive notice of, and to attend, meetings of shareholders at which
`/ G6 S1 l Ldirectors of the Bank are to be elected and will be entitled to one vote for) |( |" t9 L0 x
each Preferred Share Series 18 held. The voting rights of the holders of the- {' {; b8 Y/ L( d- O6 T
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of8 r; ^* O: q V9 f% e
the first dividend on the Preferred Shares Series 18 to which the holders are1 e3 ]# ^& v8 s% P6 }% N
entitled thereunder subsequent to the time such voting rights first arose until1 A7 p0 |% y: Y8 }4 X
such time as the Bank may again fail to declare the whole dividend on the
% J, b" v0 i% E8 g% qPreferred Shares Series 18 in respect of any quarter, in which event such
. k+ w, P5 X) Y6 D# {, V% Dvoting rights will become effective again and so on from time to time.# p6 b% G$ _, {, a5 M, i' G
Principal Characteristics of the Preferred Shares Series 196 I* }; I! G) z4 j8 ^8 X
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive Z( ~0 F% J5 u# ?% X
floating rate non-cumulative preferential cash dividends, as and when% @7 ~& M7 L2 ~" h
declared by the Board of Directors, subject to the provisions of the Bank Act,7 n" N" c$ E6 K# R, A
payable quarterly on the 25th day of February, May, August and November
- {. l$ V8 ~% r$ A6 T( a: xin each year, in the amount per share determined by multiplying the. S* | K: q" W9 E
applicable Quarterly Floating Dividend Rate by $25.00.
0 n; r7 X; i+ I7 a- l4 wOn the 30th day prior to the commencement of the initial quarterly dividend
( x0 `* \4 _' [" @/ W' nperiod beginning on February 25, 2014, and on the 30th day prior to the first5 C- H1 [. Z. e( U
day of each subsequent quarterly dividend period (the initial quarterly m- W- e8 _7 E* s" `( n+ k
dividend period and each subsequent quarterly dividend period is referred to, E/ |, G) e: X) p
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the! a1 s' E1 s& W& [1 M9 E& ]+ M6 M
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate2 Y+ q d2 D# g5 \' e. F
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
\$ l8 ~+ ?4 z" C4 WT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
9 g( U* n% _. z/ Y0 Pelapsed in the applicable Quarterly Floating Rate Period divided by 365)
3 h1 n( K/ `3 A" c* \- x% V& }* Q- n( Ndetermined on the 30th day prior to the first day of the applicable Quarterly7 I' y; Y! ^, O) w
Floating Rate Period.. A# T$ D6 z# l' N
S-5# U+ e; e1 `7 `4 u
If the Board of Directors does not declare a dividend, or any part thereof, on- d4 {" @8 s* P0 W" h I
the Preferred Shares Series 19 on or before the dividend payment date for a$ q7 y; H* h1 w& B8 Y. B
particular quarter, then the entitlement of the holders of the Preferred
8 V* Y8 U5 x) e, K' [' X" p2 _$ LShares Series 19 to receive such dividend, or to any part thereof, for such8 Z/ l6 H+ w/ u% E9 X
quarter will be forever extinguished.
4 r* e- Q+ i) t) U! ZRedemption: Subject to the provisions of the Bank Act and to the prior consent of the: W. d! w0 z0 B3 P* @+ z* z
Superintendent and to the provisions described below under the heading' N4 |$ F$ j/ k. o/ d
‘‘Details of the Offering — Certain Provisions of the Preferred Shares! Z/ }+ F+ d& D, y6 g3 e8 Q; m
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
* a0 ]: N* w8 fon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
$ i! e9 e" m& O; wor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
8 T" _- X: ], g/ i2 p8 v& |option without the consent of the holder, by the payment of an amount in
4 w" N o+ [" T& d- r" i) T5 Ocash for each such share so redeemed of (i) $25.00 together with all declared% ?6 Q, m8 S1 u
and unpaid dividends to the date fixed for redemption in the case of
& U8 H" w, d4 F4 Nredemptions on February 25, 2019 and on February 25 every five years" p z! R- {$ S- w7 S6 @0 b
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
7 U2 [& x- X" M1 M% W$ |the date fixed for redemption in the case of redemptions on any other date
6 A+ ?* r3 }4 W$ |. Lon or after February 25, 2014.+ D |1 S) y, {* [# L! V' e" K* b
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
9 x* \' b+ o: X- Q! t2 B- Y9 TShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have( d/ U5 W- r' H' Z
the right, at their option, to convert, on February 25, 2019 and on, _4 E$ u: V r
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
" u% j9 a7 [2 L8 ]or all of their Preferred Shares Series 19 into an equal number of Preferred+ z# M$ b/ `% U4 k
Shares Series 18 upon giving to the Bank written notice thereof not earlier$ Q! O" s* q: g
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the. \7 H) X( A3 E% T" e& _1 {
15th day preceding, a Series 19 Conversion Date.! c0 O) j; o ?# Q( {4 G4 n8 B
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
( _% f! C( ^$ q' @Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
& ~/ t+ t1 r, w- V4 B7 vSeries 18, as the case may be, that there would be outstanding on such
* K% S: e4 z$ j$ l) a8 X" [Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,# Q; ~( A" ~- V( d
such remaining number of Preferred Shares Series 19 will automatically be5 ]! ? l2 }' ^: a5 |- M1 @- {
converted on such Series 19 Conversion Date into an equal number of
7 M: ?5 x& p. b0 t% HPreferred Shares Series 18. Additionally, if the Bank determines that, after, `" E+ Y7 C; I4 p' I, r
conversion, there would be outstanding on such Series 19 Conversion Date/ H; z& K' {' Q: d
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
6 d" v$ c! m$ e: Y9 _Series 19 will be converted into Preferred Shares Series 18.6 o g8 ]( y6 Q9 X. X- w
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares5 o3 e1 M6 t& q' h0 Y. s' }
Series 19 will not be entitled as such to receive notice of, attend, or vote at,$ l1 S. L, o5 m+ |3 d5 A: T. k7 ^
any meeting of the shareholders of the Bank unless and until the first time at
# a; m5 a8 {) \8 Cwhich the Board of Directors has not declared the whole dividend on the3 z$ C0 [/ l8 D( X% b# Z
Preferred Shares Series 19 in any quarter. In that event, subject as/ @: Y. K' b3 f0 j9 v% e, S7 B3 u+ W8 p
hereinafter provided, the holders of Preferred Shares Series 19 will be( v% ?: O6 h2 W
entitled to receive notice of, and to attend, meetings of shareholders at which
2 g& K; R% k# N9 v, gdirectors of the Bank are to be elected and will be entitled to one vote for. G# X- {7 x/ Q
each Preferred Share Series 19 held. The voting rights of the holders of the
; J. O8 v1 \9 E6 v% J3 H0 g( mPreferred Shares Series 19 will forthwith cease upon payment by the Bank of1 i1 j2 t& ?, c6 l0 j6 p K
the first dividend on the Preferred Shares Series 19 to which the holders are$ T Z+ _! Z& Y7 Z
entitled thereunder subsequent to the time such voting rights first arose until' e `$ _3 m; d
such time as the Bank may again fail to declare the whole dividend on the/ {. l! Y* i7 p3 B; F, V2 m( h- h9 p7 M: x0 W
Preferred Shares Series 19 in respect of any quarter, in which event such
4 E( g/ s( v5 S+ nvoting rights will become effective again and so on from time to time.1 }9 x& s/ h5 F
S-6
) M/ v! w h/ Z! kPriority: The preferred shares of each series of the Bank will rank on a parity with) W- Z H9 z0 s
every other series and are entitled to preference over the common shares of
+ u' d: L6 `# k# s' B$ D. V3 Y' zthe Bank and over any other shares of the Bank ranking junior to the
* @* V! c% v. R9 S. R6 Fpreferred shares with respect to the payment of dividends and upon any
3 c! \/ m" Q Zdistribution of assets in the event of the liquidation, dissolution or1 N q+ f; o y. z& u* B6 E
winding-up of the Bank.& _" \4 c5 H& @' ^
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under# y. x: ]; e# {6 _' B! m
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares' F( J( `2 e# }9 w# u
Series 18 and Preferred Shares Series 19 will not be required to pay tax on# _. a$ M7 R- R: w1 N0 e _
dividends received on such shares under Part IV.1 of such Act. |
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