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发表于 2008-11-29 16:58
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下面是BMO的:
8 U8 k% L1 s4 m% GSUMMARY OF THE OFFERING
3 s& @9 {3 m) c) I& 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’’.
; K6 ~' P3 z. K* hIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18./ D T% D1 V, L$ w
Amount: $150,000,000 (6,000,000 shares).3 l! S" m7 S; e6 X" i0 f- |# X
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
) {( S% Z! ~7 S) kPrincipal Characteristics of the Preferred Shares Series 18( X( V* b3 y% W2 T" q5 t
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed0 L! b0 `5 _0 k3 t
non-cumulative preferential cash dividends, as and when declared by the! X5 F4 m R! a- L6 o8 i
Board of Directors, subject to the provisions of the Bank Act, for the initial
' \4 G& o: ~1 [+ ]6 Hperiod commencing on the closing date and ending on and including" c) }- M" \5 ^3 {7 }. U
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the# E) S! T! f0 c
25th day of February, May, August and November in each year, at a rate! o' t6 }. t! q8 x) L8 H/ y7 N
equal to $0.40625 per share. The initial dividend, if declared, will be payable
- j, z" {0 p+ M3 aMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
) c' @* f) q5 s! W t2 w; y$ cdate of December 11, 2008.
7 L1 R; H- d$ I% D# ?# |For each five-year period after the Initial Fixed Rate Period (each, a
! |. I3 N5 o+ Z% T' T‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares4 ?" ?2 r; T. k
Series 18 will be entitled to receive fixed non-cumulative preferential cash W6 ~. V5 s o( ]' R5 [
dividends, as and when declared by the Board of Directors, subject to the; ^9 i: D; ~& F( X
provisions of the Bank Act, payable quarterly on the 25th day of February,$ g: P1 ^& h, K7 h
May, August and November in each year, in the amount per share per annum( X, Y6 s5 n! n: T6 n0 q
determined by multiplying the Annual Fixed Dividend Rate applicable to6 u* c/ b1 r z- b- B& ~* O
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend- R, c. p- d; h
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the& K" a6 c" b7 i
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day6 S' f% G' n2 v" [; r; R! j4 N1 A
of such Subsequent Fixed Rate Period and will be equal to the sum of the
6 U, x# g' [# T( p8 Y9 u LGovernment of Canada Yield on the applicable Fixed Rate Calculation Date, Z. n) C1 b8 ~6 ~
plus 3.83%.. E( ^# P% O4 n$ \( z
If the Board of Directors does not declare a dividend, or any part thereof, on
+ z5 j0 z: t5 o B: s2 Othe Preferred Shares Series 18 on or before the dividend payment date for a# m# G2 Z& Q! c/ H6 A9 s2 {
particular quarter, then the entitlement of the holders of the Preferred
7 B- v$ E: e q. d, rShares Series 18 to receive such dividend, or to any part thereof, for such
& ~2 X9 t/ r ^$ w" W |+ O. u7 P9 iquarter will be forever extinguished.
" }# _- y+ r. W3 _/ rRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
! |/ U# p: m0 `$ K7 G6 I$ b. \Superintendent and to the provisions described below under ‘‘Details of the& h8 X0 B; Z' r/ r
Offering — Certain Provisions of the Preferred Shares Series 18 as a8 c% Y7 X1 u4 @1 m1 ^& O
Series — Restrictions on Dividends and Retirement of Shares’’, on
' E1 }1 ~% g6 u9 U# H2 r, }February 25, 2014 and on February 25 every five years thereafter, on not
3 C/ v; W( L, H% M4 n4 G' q- h6 }more than 60 nor less than 30 days’ notice, the Bank may redeem all or any3 t5 k2 z; q" \) m
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
. Y {9 W# {) \2 ywithout the consent of the holder, by the payment of an amount in cash for
5 F* N/ z) M2 Ceach such share so redeemed of $25.00 together with all declared and unpaid6 W0 h1 W7 i$ P
dividends to the date fixed for redemption. O2 G" G+ H/ `5 O( C5 [- l
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic& J( H) w$ O/ {0 K/ ]
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have2 f- |$ E1 n. e( E: [9 o2 s; q% L
the right, at their option, to convert, on February 25, 2014 and on+ J" {" B- t/ `; j
S-48 v5 \, |+ i( u+ _; ^* [7 h9 o
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any$ B+ M# K% r7 S4 q' S) P u, k
or all of their Preferred Shares Series 18 into an equal number of Preferred
5 `7 ^0 V# b4 ?9 u0 H5 F" Q) D9 ZShares Series 19 upon giving to the Bank notice thereof not earlier than. N. ~# X, Q4 Z4 ]
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day: X6 ?* t; S4 `& A2 |% d7 j5 L* F
preceding, a Series 18 Conversion Date.& A# Y' w7 s& s# p
Automatic Conversion If the Bank determines, after having taken into account all shares tendered; _- V# s! h: E. W* m0 ~9 d; s* c
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
) ^ ]) t' h- S% X/ F9 ASeries 19, as the case may be, that there would be outstanding on such b- J, F4 e/ `6 y% q
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,; j' f/ s5 p/ v! a1 M
such remaining number of Preferred Shares Series 18 will automatically be* C1 E& B: f i5 w) ~5 p) e
converted on such Series 18 Conversion Date into an equal number of
+ c7 U1 l, d8 B9 P" K" ]Preferred Shares Series 19. Additionally, if the Bank determines that, after
+ f+ w7 U$ O' O1 K, H% x: N" oconversion, there would be outstanding on such Series 18 Conversion Date5 z* F/ O( i. W- O1 E
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
$ C4 p( C6 k$ ]& w% i* ?Series 18 will be converted into Preferred Shares Series 19.
: `& z4 A7 N0 k0 }$ XVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares- O$ P& j" F( b. }
Series 18 will not be entitled as such to receive notice of, attend, or vote at,% W+ P$ |8 W6 i! d. N5 T
any meeting of the shareholders of the Bank unless and until the first time at3 i5 M% J* ]' y- a0 j
which the Board of Directors has not declared the whole dividend on the2 j6 ~6 z2 J/ M' a4 S
Preferred Shares Series 18 in any quarter. In that event, subject as2 `, d7 K Y$ B9 _; s& Y
hereinafter provided, the holders of Preferred Shares Series 18 will be" p, ]; j5 n2 z( ~
entitled to receive notice of, and to attend, meetings of shareholders at which
3 n+ z, X5 K( w, @7 qdirectors of the Bank are to be elected and will be entitled to one vote for
% J: L) y' Q2 feach Preferred Share Series 18 held. The voting rights of the holders of the% P$ ~1 b' d) D" k
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of% J |" K b: l9 c5 o3 v% \
the first dividend on the Preferred Shares Series 18 to which the holders are" Z7 r# Y! H9 o. }
entitled thereunder subsequent to the time such voting rights first arose until. w" ]. P$ X- Z4 r) I
such time as the Bank may again fail to declare the whole dividend on the
8 R) d( x! g0 I" U$ jPreferred Shares Series 18 in respect of any quarter, in which event such
$ S5 Q% l$ W% U, R/ g8 Svoting rights will become effective again and so on from time to time.
; Y3 C& m* U- h+ YPrincipal Characteristics of the Preferred Shares Series 19
, q* G; ]4 k5 ^7 y2 \# ZDividends: The holders of the Preferred Shares Series 19 will be entitled to receive! n) h) Y! P. W+ f+ x
floating rate non-cumulative preferential cash dividends, as and when( z8 k- E* ^ _0 V$ k
declared by the Board of Directors, subject to the provisions of the Bank Act,7 I, l4 g1 r/ u2 N5 |
payable quarterly on the 25th day of February, May, August and November6 [0 |* w L0 U$ `* L" t
in each year, in the amount per share determined by multiplying the
* V' q+ N9 p/ H- u2 wapplicable Quarterly Floating Dividend Rate by $25.00.7 {9 P$ d" u" q. Z9 ]. |
On the 30th day prior to the commencement of the initial quarterly dividend* g8 E: X) y; e% d' B
period beginning on February 25, 2014, and on the 30th day prior to the first' g1 a3 `4 X* b
day of each subsequent quarterly dividend period (the initial quarterly
3 I$ t6 l( r- O. H6 B, edividend period and each subsequent quarterly dividend period is referred to3 J5 x9 n( h! U1 z x# k Y. V
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the' p- ]1 l4 d m, F, k
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
b1 h$ K, `: t. o- \# i, ^Period. The Quarterly Floating Dividend Rate will be equal to the sum of the" }) ]! y9 h8 u( y/ g% p
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
3 P" ]" G- ~0 L) C. B' i/ pelapsed in the applicable Quarterly Floating Rate Period divided by 365)
' |8 R+ h n t5 D* a0 m# kdetermined on the 30th day prior to the first day of the applicable Quarterly
! I3 f) m- n# ~6 dFloating Rate Period.8 t# A8 h( \4 C) O; H" z
S-5
: l. e' u. i/ c/ p+ RIf the Board of Directors does not declare a dividend, or any part thereof, on# |1 { o% N3 u' ~) H+ E
the Preferred Shares Series 19 on or before the dividend payment date for a
& X% n0 U: b6 ~1 hparticular quarter, then the entitlement of the holders of the Preferred
4 F3 Q- k6 Q6 a. wShares Series 19 to receive such dividend, or to any part thereof, for such% q+ @& c) ~% o/ O* i
quarter will be forever extinguished.5 z' p1 h4 K! k/ H* o8 W
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
% _* S7 G. P! j; s7 L: u2 ^. YSuperintendent and to the provisions described below under the heading& g9 x2 `! o; l" @; b: u
‘‘Details of the Offering — Certain Provisions of the Preferred Shares; y/ ?, ]& t# P3 x1 w; G) H# s
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
v/ S% l) F3 E0 N3 h) B0 ]/ yon not more than 60 nor less than 30 days’ notice, the Bank may redeem all) \& d) R: ~) H7 h1 ?
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s; n0 F4 q# _! \% h' M% H9 h
option without the consent of the holder, by the payment of an amount in- P8 O4 g& |! a3 K: |
cash for each such share so redeemed of (i) $25.00 together with all declared
+ E; a9 {8 u% `0 w8 R; \) C/ y* Nand unpaid dividends to the date fixed for redemption in the case of' l& v, p3 e7 k: |* J* ?
redemptions on February 25, 2019 and on February 25 every five years8 `5 e0 Z, {1 L1 n+ a. c
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to; T6 I% D5 w8 s, @
the date fixed for redemption in the case of redemptions on any other date
+ q- F# E1 @2 o. t, b; non or after February 25, 2014., R! G3 E' ~9 w( ?& ~1 l
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
: H/ h! ~( ^8 C1 J3 B$ @& _) oShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have( a4 v* g& h5 @' |
the right, at their option, to convert, on February 25, 2019 and on
- ~5 s( d/ p( T) Y* m. I1 EFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any! ~ k2 N- ]# U0 g* K
or all of their Preferred Shares Series 19 into an equal number of Preferred
/ \: w( c( w9 }Shares Series 18 upon giving to the Bank written notice thereof not earlier
5 `, `, j* R- R- E: Uthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
# w' ~) Q0 I; T2 @- h% y: p' u15th day preceding, a Series 19 Conversion Date.! @! ~, w2 C/ E: T
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
9 ]' F# n5 a' R( ~6 K0 fProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
2 G$ G4 Z# R9 F: f6 SSeries 18, as the case may be, that there would be outstanding on such) Q, `: u+ s3 u+ l1 C3 Y
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
- q% Y( l: B% d0 z) l0 ]5 }1 fsuch remaining number of Preferred Shares Series 19 will automatically be! ^8 ~ g) N9 D4 g3 U- J0 `% L
converted on such Series 19 Conversion Date into an equal number of% m5 `- a! P6 L% F/ }( U2 d% N5 u
Preferred Shares Series 18. Additionally, if the Bank determines that, after
* n3 |7 J7 E J' B/ Y( v0 I8 jconversion, there would be outstanding on such Series 19 Conversion Date
! l/ [7 g% p% R+ g& t2 x; Wless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares: x: u% A7 Y. E! {* d
Series 19 will be converted into Preferred Shares Series 18.0 \# {5 r) Q; P; R; C: ^
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
/ I1 T2 _- p' p8 QSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
9 |, y2 P% q. `3 K) |* R+ Uany meeting of the shareholders of the Bank unless and until the first time at8 }' u- m2 ?6 ?0 _6 P
which the Board of Directors has not declared the whole dividend on the
# o% C' ~" r1 V0 R, H2 ePreferred Shares Series 19 in any quarter. In that event, subject as
( D0 B+ L4 B, b; s$ t5 Ahereinafter provided, the holders of Preferred Shares Series 19 will be
5 b) G# J8 D$ ]' t$ T% wentitled to receive notice of, and to attend, meetings of shareholders at which
2 s& ~! G6 x, C5 [! i" I+ H# z: udirectors of the Bank are to be elected and will be entitled to one vote for
9 D5 j' n9 }- |& R/ O0 B& |( {each Preferred Share Series 19 held. The voting rights of the holders of the& x) f0 w* B/ V6 C
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
5 O# z$ ]5 n. o' _/ k% Ithe first dividend on the Preferred Shares Series 19 to which the holders are
3 @3 S* s* h) X* W. Rentitled thereunder subsequent to the time such voting rights first arose until( T$ C2 T: G8 b* A
such time as the Bank may again fail to declare the whole dividend on the
/ k' d( C: W6 wPreferred Shares Series 19 in respect of any quarter, in which event such
1 D: V* p! b% e7 X4 p _+ Hvoting rights will become effective again and so on from time to time.
& n. G' F& o, x- Q8 n' SS-6
9 c! F& N* R$ X9 S+ SPriority: The preferred shares of each series of the Bank will rank on a parity with2 i% \' ?* W% x+ s4 R, g
every other series and are entitled to preference over the common shares of
9 F2 B& v4 F" H4 V4 Xthe Bank and over any other shares of the Bank ranking junior to the, M# R+ W. E8 f% \; _9 G3 P
preferred shares with respect to the payment of dividends and upon any( Q* s, Z& V# P0 u) G
distribution of assets in the event of the liquidation, dissolution or9 L! {. S, b; V4 F; U
winding-up of the Bank.
1 D- U2 f$ s) O3 nTax on Preferred Share The Bank will elect, in the manner and within the time provided under
% \5 a. @7 I! xDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
# \- J0 H/ W5 i0 g6 L3 U j9 V7 Q* cSeries 18 and Preferred Shares Series 19 will not be required to pay tax on4 `* h+ k% H. ^: t2 s+ A+ F
dividends received on such shares under Part IV.1 of such Act. |
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