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发表于 2008-11-29 16:58
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下面是BMO的:
! s1 T% G9 {. i- H4 Q' }SUMMARY OF THE OFFERING
/ Z) }; k9 k2 V; z5 V! ~) XThis 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’’.& [: R6 \7 |9 s7 \; ?5 y
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
9 |7 t5 k) V) V$ @' P7 JAmount: $150,000,000 (6,000,000 shares).
# O& i! P: `% `) E# F5 @Price and Yield: $25.00 per share to yield initially 6.50% per annum.
! z: R: E3 J |# @Principal Characteristics of the Preferred Shares Series 182 ?0 z( z, m O" M* l
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
& C+ _8 w! i5 B0 y2 [non-cumulative preferential cash dividends, as and when declared by the' [9 j9 w0 R/ T6 P
Board of Directors, subject to the provisions of the Bank Act, for the initial' d+ T* L: l1 n9 K2 k
period commencing on the closing date and ending on and including8 N/ d0 n- c } d( m1 ?
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the& x; x! f1 n& K
25th day of February, May, August and November in each year, at a rate
- o( h6 {) f4 f+ i! `equal to $0.40625 per share. The initial dividend, if declared, will be payable
" O4 w. j6 x6 ]& k4 J9 S0 [May 25, 2009 and will be $0.73459 per share, based on the anticipated closing# I1 i5 X4 L$ |9 u( g* Z1 `
date of December 11, 2008.
* X- m, ^4 E( U- J. oFor each five-year period after the Initial Fixed Rate Period (each, a8 f+ [8 Z: R% ]6 W& K) M1 [/ T
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
( U( ]9 t7 h0 s5 c4 ~# f' RSeries 18 will be entitled to receive fixed non-cumulative preferential cash
9 G- N2 [- f8 h0 @" R+ ydividends, as and when declared by the Board of Directors, subject to the: n9 E5 S Y$ X# J
provisions of the Bank Act, payable quarterly on the 25th day of February,
" F$ G" w' R! SMay, August and November in each year, in the amount per share per annum1 {% M9 ~" r0 ?+ K
determined by multiplying the Annual Fixed Dividend Rate applicable to
5 Y- l. ?7 R ?7 v( gsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend1 k8 |" ?1 J. S6 i, Q0 G: K9 b3 V
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
5 b z" l/ N5 e- a6 ABank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day3 }7 f2 i. i" @; z% Z
of such Subsequent Fixed Rate Period and will be equal to the sum of the
6 W. n3 _- @: K/ iGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
$ I7 U5 S4 L# }7 {3 i4 oplus 3.83%.! K0 t: e' ~: h2 n8 [
If the Board of Directors does not declare a dividend, or any part thereof, on$ g* J; z# P6 d1 Z7 z
the Preferred Shares Series 18 on or before the dividend payment date for a
- ?: H9 Z) G; m9 U+ X1 fparticular quarter, then the entitlement of the holders of the Preferred- l0 r. \( o# u
Shares Series 18 to receive such dividend, or to any part thereof, for such1 e1 _5 L$ y) D
quarter will be forever extinguished.& X: E* Q5 Y. t! h) c( q$ e
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the6 [! K# n& {4 Q Z/ i4 d' x
Superintendent and to the provisions described below under ‘‘Details of the
% y4 s5 Q( ^- @Offering — Certain Provisions of the Preferred Shares Series 18 as a& y4 R/ d( S3 l1 y9 p% H! y
Series — Restrictions on Dividends and Retirement of Shares’’, on
* S2 g( |6 d. r: J2 i4 FFebruary 25, 2014 and on February 25 every five years thereafter, on not% M; N& y# F5 @
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any; T- G' a$ ]: l2 `* R
part of the then outstanding Preferred Shares Series 18, at the Bank’s option9 c! q, D6 U, a" G7 B4 B
without the consent of the holder, by the payment of an amount in cash for, t# G4 b6 d k: G% o/ W
each such share so redeemed of $25.00 together with all declared and unpaid; i# |' [( g5 q5 {$ l
dividends to the date fixed for redemption.
* M! O/ P1 q% `3 _. e/ ]! n0 g- |Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic/ o7 s0 w; r, H& R$ S
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
* a; T* W. Z5 `" v- L( Uthe right, at their option, to convert, on February 25, 2014 and on
$ L' f5 r9 x1 ^! B2 E2 C/ z3 uS-4% `2 ?9 j: x6 b P$ l4 z
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any# Z7 [$ q; p0 c5 |
or all of their Preferred Shares Series 18 into an equal number of Preferred! Y- {+ D, S1 Q4 \- j8 v. L
Shares Series 19 upon giving to the Bank notice thereof not earlier than) g4 N; F7 O9 b4 x8 W) Q- x
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day4 ^* A+ ^9 c8 G' z" R' X
preceding, a Series 18 Conversion Date.
8 R- {% r6 c" l* |: A) ]# CAutomatic Conversion If the Bank determines, after having taken into account all shares tendered* ]9 K- d) A6 U" k2 g$ |% \. N
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares. G# ?9 i. v3 @$ F. Y5 x: k
Series 19, as the case may be, that there would be outstanding on such
' G C% T2 A& Y, v @4 i ZSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
8 p8 W8 ~' E- Wsuch remaining number of Preferred Shares Series 18 will automatically be2 G) f, a! I/ H5 s4 V! z6 P
converted on such Series 18 Conversion Date into an equal number of
8 o* D: U3 _$ B2 k" UPreferred Shares Series 19. Additionally, if the Bank determines that, after+ ^1 r' O& [& s
conversion, there would be outstanding on such Series 18 Conversion Date
/ ~- H. g; O0 l- I9 V8 n5 uless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
7 d2 g2 U# h+ {; x5 O o O; JSeries 18 will be converted into Preferred Shares Series 19.* v# ~9 Y3 U g/ E1 ~) D7 P# q
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
4 P) ^2 s0 G1 x! s# ?% MSeries 18 will not be entitled as such to receive notice of, attend, or vote at,1 s1 M1 T4 l# g+ m9 p" N! W( C# q. I3 K
any meeting of the shareholders of the Bank unless and until the first time at u$ g0 ^$ _0 ?& `8 B; S
which the Board of Directors has not declared the whole dividend on the
$ {) [/ q! ?! z% k) CPreferred Shares Series 18 in any quarter. In that event, subject as; R: g ]/ u5 B& c' i. O
hereinafter provided, the holders of Preferred Shares Series 18 will be) g7 o _5 E2 x: ^. j1 n5 e: l
entitled to receive notice of, and to attend, meetings of shareholders at which
6 {7 a8 B$ O! W# {4 sdirectors of the Bank are to be elected and will be entitled to one vote for
' B6 B( h) w1 w: Eeach Preferred Share Series 18 held. The voting rights of the holders of the
* {2 d1 c1 f7 b7 FPreferred Shares Series 18 will forthwith cease upon payment by the Bank of( b/ B8 z0 o" g3 |9 C
the first dividend on the Preferred Shares Series 18 to which the holders are
& u+ L# i# i9 V+ u, u" |5 T5 q. Kentitled thereunder subsequent to the time such voting rights first arose until
9 z) E" }( p h2 I4 W6 g: Ksuch time as the Bank may again fail to declare the whole dividend on the
/ ` l! G# o) T* y! u4 [- b/ E4 {Preferred Shares Series 18 in respect of any quarter, in which event such
( ~2 S+ i! l( r7 G$ ovoting rights will become effective again and so on from time to time.
2 G! o2 w, |: V' SPrincipal Characteristics of the Preferred Shares Series 19
% `9 T. r0 t6 U! {# n) O: {6 t* _7 zDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
) B; o( v P. `$ e( R6 |4 x2 Jfloating rate non-cumulative preferential cash dividends, as and when
: _: L5 h# D& xdeclared by the Board of Directors, subject to the provisions of the Bank Act,
) H6 `% q0 [2 p/ opayable quarterly on the 25th day of February, May, August and November
* X2 W) s( k6 N" Iin each year, in the amount per share determined by multiplying the
9 Y" G2 o. N/ capplicable Quarterly Floating Dividend Rate by $25.00.
; }5 T2 B7 V X" v* ?$ bOn the 30th day prior to the commencement of the initial quarterly dividend
& U+ o. ~* K+ ^+ E. I2 G, k* d; Mperiod beginning on February 25, 2014, and on the 30th day prior to the first! K5 @; Z( |. n- E5 k& ?3 k1 P
day of each subsequent quarterly dividend period (the initial quarterly
8 ~; b7 ?% |7 T9 K- Pdividend period and each subsequent quarterly dividend period is referred to
' P1 i2 Q& V+ uas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the/ l) f% n C' w" N7 s* z, K7 E
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate T; e T* Q+ i0 s# [0 r; T9 Z
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the D# x/ K' W, g8 h! K R0 b
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
! T$ B( t9 m% q5 belapsed in the applicable Quarterly Floating Rate Period divided by 365)
7 p' Z6 Q n0 ?determined on the 30th day prior to the first day of the applicable Quarterly L% }1 a( _$ I2 M# \. _
Floating Rate Period.
. ^3 J) G3 V8 K' {, [2 S# t3 k: t! ZS-58 J6 a1 |) G7 f) J" ?
If the Board of Directors does not declare a dividend, or any part thereof, on" G1 J' C& U2 y6 `
the Preferred Shares Series 19 on or before the dividend payment date for a
% |! M: @: m6 ^' cparticular quarter, then the entitlement of the holders of the Preferred
: j: M+ ?( \& Y2 MShares Series 19 to receive such dividend, or to any part thereof, for such
0 L9 a% u! Q1 U5 G: b: }, H0 Qquarter will be forever extinguished.
0 g9 K1 F+ C; e# ?0 ?/ d" K& fRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
, k0 R$ J7 a0 eSuperintendent and to the provisions described below under the heading) T q( }6 A/ T* L
‘‘Details of the Offering — Certain Provisions of the Preferred Shares# `" |/ x. u. D5 l8 B; A$ ?7 i+ [
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,' g5 I# l. }- r' ~& [: b4 [
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
: Y4 b/ T/ b3 M5 |6 e7 _or any part of the then outstanding Preferred Shares Series 19, at the Bank’s: `( D H0 i6 Q5 C
option without the consent of the holder, by the payment of an amount in
- m8 z( _5 c1 x& P4 u; T" pcash for each such share so redeemed of (i) $25.00 together with all declared
# X) b+ P* p" L7 n. I8 Vand unpaid dividends to the date fixed for redemption in the case of
6 L) a5 Q$ _& n G+ J! L4 u- mredemptions on February 25, 2019 and on February 25 every five years
1 U4 }, J' E. ~6 L5 [thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
$ H9 a- V6 B7 l3 R" K9 |( j# U0 r3 Tthe date fixed for redemption in the case of redemptions on any other date( \5 T" F. h% J. T% c% ~/ P9 n
on or after February 25, 2014.
3 H) i3 h/ t6 g3 J1 }% W# s @( RConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
$ W7 {7 j$ N8 G: o7 cShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have. r) D* X% D4 Z
the right, at their option, to convert, on February 25, 2019 and on6 B3 `" |3 `5 S) \0 P& \
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any/ p, R5 |; ]8 O; s0 F) ]: i: H
or all of their Preferred Shares Series 19 into an equal number of Preferred+ m% v( e2 r! P! ]; m$ U8 B! a! |
Shares Series 18 upon giving to the Bank written notice thereof not earlier* [8 C3 w% Y- d: V
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the- ]) `* w0 o9 Z
15th day preceding, a Series 19 Conversion Date.4 B& \0 p9 E2 a" Y
Automatic Conversion If the Bank determines, after having taken into account all shares tendered% Q. \! a# _4 \9 l
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares( T. K8 g. L; ?& ?+ I! `) l& v
Series 18, as the case may be, that there would be outstanding on such
1 S- e) h* A/ t4 r2 T/ M6 ~Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,. v4 o- Z4 _8 O! W0 ^, t
such remaining number of Preferred Shares Series 19 will automatically be
* @- W H2 X7 |6 f, i& \( g, Cconverted on such Series 19 Conversion Date into an equal number of
" e. r% U7 i! K) yPreferred Shares Series 18. Additionally, if the Bank determines that, after6 Q. F% s* Q6 K; H5 }
conversion, there would be outstanding on such Series 19 Conversion Date3 q8 S* }* k# h+ C8 h3 |& |' ~
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
/ M+ \/ c V9 l O0 F- A. ISeries 19 will be converted into Preferred Shares Series 18.
& H& |+ c( T, q) V: I3 y3 ?7 _Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. b. g5 m' J% [Series 19 will not be entitled as such to receive notice of, attend, or vote at,
$ H9 H0 ^/ x1 ~' s) M9 o Iany meeting of the shareholders of the Bank unless and until the first time at
+ P6 D2 H8 r9 ]2 M( }7 b0 hwhich the Board of Directors has not declared the whole dividend on the5 Z8 b6 { r& H: S% n
Preferred Shares Series 19 in any quarter. In that event, subject as
: J+ q8 q% J/ z& a& xhereinafter provided, the holders of Preferred Shares Series 19 will be/ Y# h; P% s, G5 E( I
entitled to receive notice of, and to attend, meetings of shareholders at which7 E, E! L; e, V" q" W
directors of the Bank are to be elected and will be entitled to one vote for* O: Y* x8 Q! B q! O: v* F
each Preferred Share Series 19 held. The voting rights of the holders of the$ K7 N# R' R- ]
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
H, C" z6 n1 @0 a/ e3 k, Dthe first dividend on the Preferred Shares Series 19 to which the holders are& a* J# \7 @; x7 u* T
entitled thereunder subsequent to the time such voting rights first arose until8 ]8 W3 ~$ [) O7 G
such time as the Bank may again fail to declare the whole dividend on the# l& T6 v, }8 I
Preferred Shares Series 19 in respect of any quarter, in which event such+ t8 Q. L9 g% s1 H5 L) r% i" K
voting rights will become effective again and so on from time to time.- z. C# }* T7 y
S-6! t% Q5 N- ]' ^9 I+ Q
Priority: The preferred shares of each series of the Bank will rank on a parity with! d4 _4 F- W& e& v
every other series and are entitled to preference over the common shares of
. B( W$ r( t7 k- ~2 u) Cthe Bank and over any other shares of the Bank ranking junior to the$ x# ~. o9 {( A+ E# Z6 ~) G7 E
preferred shares with respect to the payment of dividends and upon any" ]1 q# o$ a: h
distribution of assets in the event of the liquidation, dissolution or
! ~, @) j9 x" N6 k. m$ Gwinding-up of the Bank.
& O) U$ m. @3 S/ ~ f1 Q4 S1 r0 bTax on Preferred Share The Bank will elect, in the manner and within the time provided under
3 A9 x* w+ c0 v3 M/ ODividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
s' r* y- y! B( B/ U" |Series 18 and Preferred Shares Series 19 will not be required to pay tax on
+ J4 r5 t& o- R+ }dividends received on such shares under Part IV.1 of such Act. |
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