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发表于 2008-11-29 16:58
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下面是BMO的:
0 X4 e6 F6 T, M B8 w- WSUMMARY OF THE OFFERING d; D1 ~& |! |( @
This 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’’.# n# [9 l9 s( e2 Z
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
; g' n# ~ W: F7 P- D, oAmount: $150,000,000 (6,000,000 shares).3 H' t+ O: N2 M2 k/ H4 b
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
C, u4 j4 B; ^Principal Characteristics of the Preferred Shares Series 18
* U; s' v0 w; [ x$ JDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed* e: `! B9 e7 W3 X& o7 J( r3 d
non-cumulative preferential cash dividends, as and when declared by the& y+ k/ [0 R k/ @; V; T+ C
Board of Directors, subject to the provisions of the Bank Act, for the initial, p, @/ \" F0 F! A. ], W) a
period commencing on the closing date and ending on and including) U: C+ r0 ]/ F- x2 ^) z% o5 ]7 @
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
) U, B8 u2 f* V) u+ {8 t; b# w& p25th day of February, May, August and November in each year, at a rate
, E$ ? G( N5 k( \: n7 kequal to $0.40625 per share. The initial dividend, if declared, will be payable) ]( m1 Q) b q& }) A( I
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing6 o! f9 Q. C5 u! y% x- E' y
date of December 11, 2008.
/ }+ Q* V6 v+ Z! @For each five-year period after the Initial Fixed Rate Period (each, a
& ]1 ?- C0 _4 H6 `& n/ [‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares+ ], d- W% R# p. M6 e) S) C
Series 18 will be entitled to receive fixed non-cumulative preferential cash% x5 x. K9 q0 V3 E* t+ [
dividends, as and when declared by the Board of Directors, subject to the$ C4 H# A8 Y& J: g+ N
provisions of the Bank Act, payable quarterly on the 25th day of February,( d; b/ R# J- a* w5 n+ H6 i. M
May, August and November in each year, in the amount per share per annum& T# k2 T5 o" d, e- r
determined by multiplying the Annual Fixed Dividend Rate applicable to f% w; U* Y; j1 S/ \& n- v
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
3 T: d$ R& B# f, @+ H4 @* I* e2 oRate for the ensuing Subsequent Fixed Rate Period will be determined by the
0 d7 |2 G( O2 o( S4 j FBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day. h5 y* E5 v3 `& Y5 U
of such Subsequent Fixed Rate Period and will be equal to the sum of the
4 ?4 o. _: [# w; @) B0 NGovernment of Canada Yield on the applicable Fixed Rate Calculation Date: x! l3 w! ]6 A; ~% ]
plus 3.83%.! o( k5 a& r) Q6 O
If the Board of Directors does not declare a dividend, or any part thereof, on \" O2 x! n/ Y
the Preferred Shares Series 18 on or before the dividend payment date for a
/ K3 D0 j3 P p, q, tparticular quarter, then the entitlement of the holders of the Preferred
+ H$ ~' g, r" D3 X! cShares Series 18 to receive such dividend, or to any part thereof, for such
. \- G& Q( c2 T/ c& rquarter will be forever extinguished.$ o' z6 ^0 q8 m6 p
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the: [. ]4 }- ~6 C/ _+ x, y3 m" n
Superintendent and to the provisions described below under ‘‘Details of the# ^$ c; ]) n3 j4 c5 ~9 m7 k9 F$ K8 l
Offering — Certain Provisions of the Preferred Shares Series 18 as a, G/ M* ?& i0 S( o: l7 K
Series — Restrictions on Dividends and Retirement of Shares’’, on% Q- [& t% h3 }" {
February 25, 2014 and on February 25 every five years thereafter, on not
# ]$ B3 r) b ?more than 60 nor less than 30 days’ notice, the Bank may redeem all or any m8 |! T7 {& L' P, |
part of the then outstanding Preferred Shares Series 18, at the Bank’s option9 g. m3 O$ K% O) s6 }
without the consent of the holder, by the payment of an amount in cash for; o J* c7 N2 S8 h8 C4 `7 T# ~
each such share so redeemed of $25.00 together with all declared and unpaid
- d/ A: Q' @8 Q; U- Cdividends to the date fixed for redemption.
! R; x4 ?; p4 m0 j, @Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
( a2 @/ H: d( c4 z: e1 B. V. HShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
9 c8 h. @- V4 J- ~the right, at their option, to convert, on February 25, 2014 and on
# M' e; s/ b* } r7 fS-4
9 q, \/ T9 q8 CFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any4 \3 |& p( P5 R/ k7 b$ t
or all of their Preferred Shares Series 18 into an equal number of Preferred
$ a, K z# ^; `: ~2 kShares Series 19 upon giving to the Bank notice thereof not earlier than3 t% y- r/ z7 z* d
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day) {7 g) E5 S& o- L& y0 M1 l
preceding, a Series 18 Conversion Date." z* u2 \$ V3 w& J2 S# M5 o
Automatic Conversion If the Bank determines, after having taken into account all shares tendered8 E0 v) a) R1 A6 V9 w+ C
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares2 |! ~+ F, ?7 }, B3 S. u
Series 19, as the case may be, that there would be outstanding on such0 S& ?" }, }- k- r% h
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,9 u/ v9 Y( z+ r. z( k. Q. \) H& L
such remaining number of Preferred Shares Series 18 will automatically be: I7 c( h u& c
converted on such Series 18 Conversion Date into an equal number of- I9 N$ L |; ]% V& i i
Preferred Shares Series 19. Additionally, if the Bank determines that, after
0 y4 q+ f! D) n8 g# xconversion, there would be outstanding on such Series 18 Conversion Date0 @; K" `1 t. j; N: h5 H6 C1 [0 B% r
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares+ q0 _6 f4 [' C) S6 Y, w" c( ]
Series 18 will be converted into Preferred Shares Series 19.6 r* }5 q8 i' n5 J) V; {
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares m: F3 _- @1 M
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
: x2 S' Z7 x2 `& j8 x5 Vany meeting of the shareholders of the Bank unless and until the first time at
E6 x4 e k C% c8 |6 Lwhich the Board of Directors has not declared the whole dividend on the& B$ E% b) D% |3 W
Preferred Shares Series 18 in any quarter. In that event, subject as6 Q1 |* s/ G& k% ~7 q
hereinafter provided, the holders of Preferred Shares Series 18 will be$ l6 y: x. C5 P
entitled to receive notice of, and to attend, meetings of shareholders at which
* k/ Z+ g! B0 Y4 s: b Y4 }1 Cdirectors of the Bank are to be elected and will be entitled to one vote for
2 a# Z# v) T% [each Preferred Share Series 18 held. The voting rights of the holders of the1 B3 |) L9 Y7 D% ` P3 [# X
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of* M: o9 e! [ q; p/ ]1 U
the first dividend on the Preferred Shares Series 18 to which the holders are' Q4 T, F8 {8 Q/ ], [8 P
entitled thereunder subsequent to the time such voting rights first arose until' E3 a! U" ^6 G: p9 i
such time as the Bank may again fail to declare the whole dividend on the
* Z# g5 i+ Y5 r* DPreferred Shares Series 18 in respect of any quarter, in which event such
. ^$ n7 `- |% O3 K7 b0 {# gvoting rights will become effective again and so on from time to time.
* _0 J- A" o9 Z9 O; KPrincipal Characteristics of the Preferred Shares Series 19+ Q: n) S: q9 n' F: g0 g
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
5 }3 K3 G& Q3 f& j/ S+ c/ j# B6 o& Hfloating rate non-cumulative preferential cash dividends, as and when
1 k c8 e; X( {/ h, P- `declared by the Board of Directors, subject to the provisions of the Bank Act,
% c6 [4 s% Q9 c- j! Y* [payable quarterly on the 25th day of February, May, August and November5 J- B4 N( n8 U b: z
in each year, in the amount per share determined by multiplying the
7 q: `6 k3 h# q* H: ~applicable Quarterly Floating Dividend Rate by $25.00.
- _5 V! Y6 X- A3 ~0 ~& \On the 30th day prior to the commencement of the initial quarterly dividend2 Z" a7 d3 l. e
period beginning on February 25, 2014, and on the 30th day prior to the first# q& r, g# j: w+ b; @8 |8 @
day of each subsequent quarterly dividend period (the initial quarterly
" m+ a% [. i% G, o: |! Pdividend period and each subsequent quarterly dividend period is referred to$ j9 }' k, U) ?4 @# {8 S
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
+ C: O& y, _) l4 v, j' q' X/ }Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate% B3 x9 d, \' Y
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
y j3 }6 j# s* U! [9 O5 ~T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days. L4 ?- N6 q- O3 G% [( ?4 b9 `
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
' ]0 v- r9 A+ r5 Ddetermined on the 30th day prior to the first day of the applicable Quarterly
8 ?+ U7 P* d' x7 X1 K' f6 F. yFloating Rate Period.
# s J2 Y1 v8 A; ]% o: y% IS-5+ _) l- H" @3 K2 n6 K
If the Board of Directors does not declare a dividend, or any part thereof, on
" Z M c0 v A" ~; |1 vthe Preferred Shares Series 19 on or before the dividend payment date for a% p& w5 n2 ~& ~4 l
particular quarter, then the entitlement of the holders of the Preferred
0 @5 {2 {$ m( X$ S/ C1 nShares Series 19 to receive such dividend, or to any part thereof, for such/ J7 N: a( T8 r D1 d
quarter will be forever extinguished.0 S) x: G, L8 o3 L8 ^! P
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the/ b* G5 O4 j) W; k5 [' f P* |
Superintendent and to the provisions described below under the heading: ~6 a# Y; E8 V1 ?1 T
‘‘Details of the Offering — Certain Provisions of the Preferred Shares0 f5 _+ a# d$ P( Q) @
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
/ E/ \2 A% c$ b# `% M. ~on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
! L( R' K5 @0 ]* v+ P9 C4 ^' for any part of the then outstanding Preferred Shares Series 19, at the Bank’s2 H+ m6 A0 K) [+ g0 p8 i% z
option without the consent of the holder, by the payment of an amount in
& r+ k [9 [ `, E5 S0 ^& Zcash for each such share so redeemed of (i) $25.00 together with all declared
1 k/ X& o) d% S9 G9 L) z) Kand unpaid dividends to the date fixed for redemption in the case of
8 `$ M3 t9 |# h8 eredemptions on February 25, 2019 and on February 25 every five years
5 i! h+ Y: S* R! Q- ^- vthereafter, or (ii) $25.50 together with all declared and unpaid dividends to: y6 P+ b T1 m1 O
the date fixed for redemption in the case of redemptions on any other date. d/ n9 f1 m9 N) V1 M9 g: H- m% P2 W
on or after February 25, 2014.9 P P$ B! B% ]+ ~8 n) [; X) Y
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic- k- U a8 q1 Y6 h) L0 v# Y
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
6 [. ^( W. i6 u0 \2 [$ `# Kthe right, at their option, to convert, on February 25, 2019 and on# c+ r4 K8 N: H5 r
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
5 i' ?- b) Q6 J7 W9 ]0 W4 @( g1 s& A+ R0 ~or all of their Preferred Shares Series 19 into an equal number of Preferred, g! U$ Q+ f" r7 z8 G* } _" U
Shares Series 18 upon giving to the Bank written notice thereof not earlier
N6 h3 z9 f! ]5 _than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
$ ^1 R( U* j) S% t. y, M, ]1 i15th day preceding, a Series 19 Conversion Date.8 k: M! C$ ^, R$ U- A6 i
Automatic Conversion If the Bank determines, after having taken into account all shares tendered. p: d, Q7 R# O+ y8 @) {
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
; J( W) C. P) u7 L3 WSeries 18, as the case may be, that there would be outstanding on such- \5 A; Y2 C& {' ~# V8 a% B) Y
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
6 n* `* y6 k; K8 Vsuch remaining number of Preferred Shares Series 19 will automatically be$ W8 f# n9 R" R% v# W9 @5 W
converted on such Series 19 Conversion Date into an equal number of* T" l$ `! j0 P; _2 Y& Q S
Preferred Shares Series 18. Additionally, if the Bank determines that, after
3 w7 U% b! Y9 h. d: o' Y) hconversion, there would be outstanding on such Series 19 Conversion Date& r/ n6 v- ]% y0 }
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares' k- x2 M- y3 m1 B
Series 19 will be converted into Preferred Shares Series 18./ y) l$ q9 S1 w5 d' x
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares I1 B; V; ^+ m1 Y. ^
Series 19 will not be entitled as such to receive notice of, attend, or vote at,& ]4 f. F3 p4 ?" A
any meeting of the shareholders of the Bank unless and until the first time at
3 e; i0 t3 j" l- L) f5 twhich the Board of Directors has not declared the whole dividend on the2 a, ~+ }$ L: Q2 ]
Preferred Shares Series 19 in any quarter. In that event, subject as" S4 M8 q1 f/ t: `6 V( t: {
hereinafter provided, the holders of Preferred Shares Series 19 will be
. z: q) o$ Q% I9 |entitled to receive notice of, and to attend, meetings of shareholders at which
, {: Z2 v9 L; W4 qdirectors of the Bank are to be elected and will be entitled to one vote for
) F3 g# c. N6 z' w3 H; beach Preferred Share Series 19 held. The voting rights of the holders of the& J8 a! E. z7 _+ j" t
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of+ C' Z! L! X# ~" z
the first dividend on the Preferred Shares Series 19 to which the holders are
9 I( G) z, ]& m r6 n/ S% xentitled thereunder subsequent to the time such voting rights first arose until0 V- a$ C! G" U$ {5 `
such time as the Bank may again fail to declare the whole dividend on the
8 l' c* B9 H# V/ |. T" |' b; WPreferred Shares Series 19 in respect of any quarter, in which event such
4 i" P. ?2 P3 v, Uvoting rights will become effective again and so on from time to time.& ?5 D5 X0 z4 S/ P: G
S-64 h" q+ [- z: ?7 u$ x/ l% J* @
Priority: The preferred shares of each series of the Bank will rank on a parity with9 i1 V2 e' g5 O& t; l8 H
every other series and are entitled to preference over the common shares of, d; C* U+ h5 y9 S
the Bank and over any other shares of the Bank ranking junior to the
- [" G' m4 L& z) g* s7 \preferred shares with respect to the payment of dividends and upon any
) @: K. Z' w0 D5 Q1 v" f* L. xdistribution of assets in the event of the liquidation, dissolution or
6 a: R5 Z3 A2 cwinding-up of the Bank.* f8 f: T, K2 N" C5 |$ U
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under8 i5 V. j; |/ L; a" `- Z
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares3 ? Z( l8 j0 B* ~' y* c0 F W
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
& |/ {: `1 m2 r1 w. i. Cdividends received on such shares under Part IV.1 of such Act. |
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