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发表于 2008-11-29 16:58
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下面是BMO的:
# ^ Q+ t9 z" M# x( d$ g8 @6 zSUMMARY OF THE OFFERING+ Q9 t% x/ f" G5 C/ e! t Q. H! r& W
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’’.
: a, K, O' j+ N0 Y3 Z' G1 jIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
4 m) u& `; G0 v1 VAmount: $150,000,000 (6,000,000 shares).
: [* u2 } ~% s( V5 e7 xPrice and Yield: $25.00 per share to yield initially 6.50% per annum.* B1 D5 ~( Y2 b7 g, }
Principal Characteristics of the Preferred Shares Series 185 |. l% ]* A* J
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed* Y9 d, j7 r: ~0 k
non-cumulative preferential cash dividends, as and when declared by the! ~5 Z1 b0 J0 H) w" n
Board of Directors, subject to the provisions of the Bank Act, for the initial/ b, t4 b) A6 b8 {7 m+ Q3 J. x
period commencing on the closing date and ending on and including5 w/ p6 x, S! ]+ [3 G( M1 j
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the4 o5 s4 u& ?; \9 a: G+ {
25th day of February, May, August and November in each year, at a rate
3 P1 g+ Q( n0 j4 L7 Aequal to $0.40625 per share. The initial dividend, if declared, will be payable- K- Y" t0 P( e0 V
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
9 w( ?4 q7 I- ^ q$ fdate of December 11, 2008.
; v+ O+ r1 N7 YFor each five-year period after the Initial Fixed Rate Period (each, a; I6 I$ @4 M( r$ h7 @0 z! X
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares8 v+ T3 \; W) w9 a4 W
Series 18 will be entitled to receive fixed non-cumulative preferential cash
- }* {& [" K% R; ^4 i! {2 Bdividends, as and when declared by the Board of Directors, subject to the
% R4 N S5 `* R: _provisions of the Bank Act, payable quarterly on the 25th day of February,
6 s9 O/ z8 F, W. bMay, August and November in each year, in the amount per share per annum
# \5 r2 R: D2 {2 S# Idetermined by multiplying the Annual Fixed Dividend Rate applicable to+ ?: i8 S/ y9 W8 u6 C
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend- m3 Q0 V L* r! Z% I' I. X) Q
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the0 d2 C- X) ~# f$ m6 G! ?% |
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day' n x$ [! ] F! e+ @1 a
of such Subsequent Fixed Rate Period and will be equal to the sum of the
, h3 V+ m( `% j+ n7 y9 l# hGovernment of Canada Yield on the applicable Fixed Rate Calculation Date9 Z9 f7 p: v0 d# A
plus 3.83%.
' F. m T' {' K) e( i% B4 r, EIf the Board of Directors does not declare a dividend, or any part thereof, on
3 B! V( }$ s9 F! |the Preferred Shares Series 18 on or before the dividend payment date for a" e5 |4 Q S# t) i; f7 M
particular quarter, then the entitlement of the holders of the Preferred4 o7 N- m) T$ V( t* m9 {' ?8 O) O/ P
Shares Series 18 to receive such dividend, or to any part thereof, for such
g j# Q; F7 {4 T% y5 {% Gquarter will be forever extinguished. f& n, \) q( Z5 ?
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the" b7 w3 {* V% ^
Superintendent and to the provisions described below under ‘‘Details of the5 { I9 Z5 F, ~2 a! A0 S
Offering — Certain Provisions of the Preferred Shares Series 18 as a
6 i) V% l: J. K$ L" K4 uSeries — Restrictions on Dividends and Retirement of Shares’’, on
, W" n, K( r# q- E" |February 25, 2014 and on February 25 every five years thereafter, on not
3 k2 Y1 u2 r. C& D; q# F4 j& imore than 60 nor less than 30 days’ notice, the Bank may redeem all or any0 X5 X6 r# S( Q& d' y
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
: C0 v' t2 S/ |5 ]without the consent of the holder, by the payment of an amount in cash for0 }, G. Z, X3 J. v2 X$ z8 B6 Q2 c
each such share so redeemed of $25.00 together with all declared and unpaid* M/ ~" ^* _- R( @. g+ o
dividends to the date fixed for redemption.1 U5 T/ t0 {6 c3 M6 Z. j
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic# {" E# A6 h8 r3 n* c
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
. ], {, p. C& i( d$ Dthe right, at their option, to convert, on February 25, 2014 and on
5 o1 a, F; q; o0 C5 G. WS-4
; k: W1 q( y G6 N! R& dFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
# Z5 c! J0 U9 Z6 wor all of their Preferred Shares Series 18 into an equal number of Preferred: H8 v7 N( x7 G" u3 V/ q' \
Shares Series 19 upon giving to the Bank notice thereof not earlier than
5 f9 M/ S; h) o% c0 }# V* }3 G30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day, f! T! H$ k2 p$ B+ M& v. o1 B
preceding, a Series 18 Conversion Date., `/ f5 N1 Z) W% [+ E" ?+ P
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
& ?% W3 P( w3 ^! `$ GProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
5 B, v) S7 O' f$ H; j! x* E j9 KSeries 19, as the case may be, that there would be outstanding on such4 [) H9 e* }+ F( F5 o
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,$ ?, m9 r6 L5 j5 h! s
such remaining number of Preferred Shares Series 18 will automatically be& m" O9 V5 ~. w7 H* U
converted on such Series 18 Conversion Date into an equal number of
4 \: V/ V7 j' f2 H, ^Preferred Shares Series 19. Additionally, if the Bank determines that, after
2 M3 L2 B/ s# Y, z/ |) Fconversion, there would be outstanding on such Series 18 Conversion Date: J) j& e+ q) c1 x
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
3 ^3 L9 Y( j% U4 f. kSeries 18 will be converted into Preferred Shares Series 19.1 d: W# b' c- _- V. v
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( P; O! }; v4 \1 n y7 p' L
Series 18 will not be entitled as such to receive notice of, attend, or vote at,) i" D3 C1 V7 g; D+ u
any meeting of the shareholders of the Bank unless and until the first time at
; {9 `: Z2 N' p* o8 q/ |which the Board of Directors has not declared the whole dividend on the
& p0 ?; \& ?" D; k- z# }) O2 h8 ZPreferred Shares Series 18 in any quarter. In that event, subject as7 |1 F8 @) k4 Y* {/ I _; t5 n( }
hereinafter provided, the holders of Preferred Shares Series 18 will be
+ J7 y2 {0 ~ |% L+ n8 s) Kentitled to receive notice of, and to attend, meetings of shareholders at which6 j. ?" ] y6 { ]! ^
directors of the Bank are to be elected and will be entitled to one vote for
" ]$ Q- h8 {& Beach Preferred Share Series 18 held. The voting rights of the holders of the2 O- K" X) c3 a
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
% t; G1 G; n( \& ythe first dividend on the Preferred Shares Series 18 to which the holders are* ~4 O) C: L* s* t: h1 k
entitled thereunder subsequent to the time such voting rights first arose until7 ]6 d W8 b* Q8 x' @& r4 t
such time as the Bank may again fail to declare the whole dividend on the
! [# C' `' e' E2 ?# T0 aPreferred Shares Series 18 in respect of any quarter, in which event such
2 B0 L: ]4 y4 J3 t. mvoting rights will become effective again and so on from time to time.# O& m8 |5 r" P7 n4 n& R7 Q8 I
Principal Characteristics of the Preferred Shares Series 19
- y7 \8 ^6 L$ G' t" o) f/ N* P s dDividends: The holders of the Preferred Shares Series 19 will be entitled to receive! ]1 V# N5 a# X( d: \2 ^
floating rate non-cumulative preferential cash dividends, as and when0 H* {4 g8 D8 f" L! r; F; n
declared by the Board of Directors, subject to the provisions of the Bank Act,3 q l, k, H, ?+ d
payable quarterly on the 25th day of February, May, August and November
! i1 \* w" Y6 jin each year, in the amount per share determined by multiplying the0 H0 b4 {3 j; n2 ]3 |* e6 R6 R) X8 v
applicable Quarterly Floating Dividend Rate by $25.00.
! S; @1 }6 M7 WOn the 30th day prior to the commencement of the initial quarterly dividend. ^( f* g& S. \* L
period beginning on February 25, 2014, and on the 30th day prior to the first3 ^' j! a0 t, y0 ~3 z
day of each subsequent quarterly dividend period (the initial quarterly+ B& s$ x+ F" _5 W( Z$ e
dividend period and each subsequent quarterly dividend period is referred to# {' g" i) m) S* v: l' Z2 r9 T) W9 t
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the5 q. @. X0 ]$ m* V# s% a1 G
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate& P0 o K& }6 w$ C8 s
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
* p( ^- h/ W! K$ B( ]) [T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days7 `% d; a3 ?6 F% s* b
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
\( n$ P( ]! X+ H3 B zdetermined on the 30th day prior to the first day of the applicable Quarterly
8 m3 p. E9 @" p. ~7 x0 F5 u5 VFloating Rate Period.; d8 Z) l& F2 C- f! K0 A9 o
S-5
; Z6 n' w' W0 @7 I3 {1 p0 rIf the Board of Directors does not declare a dividend, or any part thereof, on1 S' c0 P( b8 ~' Q; }6 S# B! ]. X
the Preferred Shares Series 19 on or before the dividend payment date for a: `5 r) Q/ x* R+ W, [' _# @
particular quarter, then the entitlement of the holders of the Preferred! n k/ U& c2 `9 l/ K
Shares Series 19 to receive such dividend, or to any part thereof, for such, t; C8 u' H5 w, i v
quarter will be forever extinguished.
2 H# f# _( G. u* ^3 sRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
. B8 |2 ]" s5 JSuperintendent and to the provisions described below under the heading
6 j. d' _2 K9 C5 l0 z' j5 ?2 E‘‘Details of the Offering — Certain Provisions of the Preferred Shares) i6 w G4 N1 B' R2 f& R
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,( L2 h" U. h2 t" ]8 n5 u) a
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
- M: S% x% c, E* `2 lor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
4 \5 i# S: p$ h# s, |option without the consent of the holder, by the payment of an amount in
4 U, G+ g6 J: u' K* T; Ecash for each such share so redeemed of (i) $25.00 together with all declared8 l, F( r6 c! M4 j
and unpaid dividends to the date fixed for redemption in the case of
7 B$ P! P9 f% m/ W v: Yredemptions on February 25, 2019 and on February 25 every five years3 i# W& B: k6 A+ [, a; ?$ p* }
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
6 M! g! V* j$ G" L I' tthe date fixed for redemption in the case of redemptions on any other date
# {/ D5 P- Z8 b% }5 r; c0 aon or after February 25, 2014.
6 M5 E% R( ~5 u% BConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
3 ]: F5 C; F( F- ~/ {# a( j1 {+ |Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
1 X2 s+ N" I' E- H5 V+ p6 B }the right, at their option, to convert, on February 25, 2019 and on
% W5 m: u }( Q0 U* B9 wFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any9 p3 Y+ p. h* F' O) n& d. \; Q
or all of their Preferred Shares Series 19 into an equal number of Preferred7 x+ ]/ g: u' A, |
Shares Series 18 upon giving to the Bank written notice thereof not earlier
8 G9 }/ Y, w' [7 U" m; _8 [ c; rthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
1 L1 U' { X$ E" W- O3 U15th day preceding, a Series 19 Conversion Date.
' W3 _. t9 j& m4 K. ~$ F9 Q& oAutomatic Conversion If the Bank determines, after having taken into account all shares tendered/ q2 u1 q. Y- l
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
' u6 f* p. p' |! O2 uSeries 18, as the case may be, that there would be outstanding on such
4 ~4 F) }# q; e& D: c) OSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
- z$ H" g3 A. C; V0 A! ^* Q( I- Ysuch remaining number of Preferred Shares Series 19 will automatically be
7 ^; e) @" W( s. wconverted on such Series 19 Conversion Date into an equal number of7 V; |* y8 R' v0 z7 c8 X7 n" H: e
Preferred Shares Series 18. Additionally, if the Bank determines that, after- o' |, l7 ]5 C
conversion, there would be outstanding on such Series 19 Conversion Date
. l9 k9 e' E3 p/ w/ X8 Xless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares; e8 r7 o& K5 m. w/ }
Series 19 will be converted into Preferred Shares Series 18.
' | p& y+ a$ j% @3 `) uVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares% e- E) v" ~% r
Series 19 will not be entitled as such to receive notice of, attend, or vote at,7 _* H' S0 n; d) }2 s7 b1 \6 r- M
any meeting of the shareholders of the Bank unless and until the first time at
0 ?( d( @2 Z$ u$ M n0 {& _which the Board of Directors has not declared the whole dividend on the& ~! p: R% {" P! a# |
Preferred Shares Series 19 in any quarter. In that event, subject as. }( y& I% H6 ^; }9 }/ M
hereinafter provided, the holders of Preferred Shares Series 19 will be! m* |) P. ?! {: J
entitled to receive notice of, and to attend, meetings of shareholders at which
! ~2 t. h, l8 Ydirectors of the Bank are to be elected and will be entitled to one vote for( p+ ^: C w# c. q. q# s
each Preferred Share Series 19 held. The voting rights of the holders of the K! \. u/ a* H0 S* F3 r
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of% I& P" |: Y' r
the first dividend on the Preferred Shares Series 19 to which the holders are) {* U/ E8 s- k* S, v
entitled thereunder subsequent to the time such voting rights first arose until' Y; W9 C+ Y$ W" x
such time as the Bank may again fail to declare the whole dividend on the
, \7 q C4 X# APreferred Shares Series 19 in respect of any quarter, in which event such. |' x; {" U8 r$ G+ j6 f$ e
voting rights will become effective again and so on from time to time.# h% W4 Q8 V/ A' I) i/ T% x4 H* a
S-6
# O% y7 Y% c! mPriority: The preferred shares of each series of the Bank will rank on a parity with
" M" V/ Q- p. o) \/ |# e8 revery other series and are entitled to preference over the common shares of
% z% f5 L4 k B: l# w( V6 nthe Bank and over any other shares of the Bank ranking junior to the
- }9 V2 @7 a( W7 kpreferred shares with respect to the payment of dividends and upon any
9 N4 _" g& j2 Edistribution of assets in the event of the liquidation, dissolution or! D8 J2 e0 U) S2 {
winding-up of the Bank.
8 F5 s! _1 {" [Tax on Preferred Share The Bank will elect, in the manner and within the time provided under5 C6 v5 X) @% @
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares% H& W2 H. ]' y$ U+ A
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
# l# O3 b% |; k" R* J- Cdividends received on such shares under Part IV.1 of such Act. |
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