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发表于 2008-11-29 16:58
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下面是BMO的:
/ v; V/ I: p+ d0 ]SUMMARY OF THE OFFERING
6 } A! M- U2 F$ \% N* nThis 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’’.2 |4 I2 [4 x7 o0 y5 m$ o
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.+ J& w( N: _2 i' ?* o- V
Amount: $150,000,000 (6,000,000 shares).
5 \0 d/ k. Q) R7 v/ CPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
7 N/ ]0 O u. _9 S$ v1 q- Y+ UPrincipal Characteristics of the Preferred Shares Series 181 }5 @) X8 O* h9 V
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed5 g; g* F! a& p. F+ r% h i
non-cumulative preferential cash dividends, as and when declared by the' b* w+ O, |; r$ \- y4 a
Board of Directors, subject to the provisions of the Bank Act, for the initial6 [ m, x* L( m; \
period commencing on the closing date and ending on and including
k1 d* W+ |$ qFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the7 p) J3 G+ |5 _# X8 c$ h6 ?
25th day of February, May, August and November in each year, at a rate
! U3 M# P+ s3 a9 j; ^( L8 |4 oequal to $0.40625 per share. The initial dividend, if declared, will be payable- g& X) K9 o7 E+ I2 ?* a
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing$ w9 d2 M5 g4 d ?) U: y8 t
date of December 11, 2008., \1 k! ^1 e3 \
For each five-year period after the Initial Fixed Rate Period (each, a
. d& v# ~, @3 b3 T0 z, z' G! _‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
8 p/ v) R) O$ i. PSeries 18 will be entitled to receive fixed non-cumulative preferential cash% m! S2 r6 n+ p/ Y" D6 x+ d
dividends, as and when declared by the Board of Directors, subject to the
, i3 L% |9 ?4 t" G, J$ mprovisions of the Bank Act, payable quarterly on the 25th day of February,) w7 h; R: ]; A3 b
May, August and November in each year, in the amount per share per annum, `' W) R m' c/ L1 n9 ^: \
determined by multiplying the Annual Fixed Dividend Rate applicable to
7 v! O3 {$ r" Y/ ~such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend* U% ~; f; o" P
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the# y4 F: _3 X+ a& _% R
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
" }8 Y2 q# @! z- Fof such Subsequent Fixed Rate Period and will be equal to the sum of the) l7 N- \ U4 O2 m, w4 u; B
Government of Canada Yield on the applicable Fixed Rate Calculation Date
; U: g, T, x. X( J' }3 m- splus 3.83%.
4 h$ A7 S% t4 Y% @; x+ N* v, mIf the Board of Directors does not declare a dividend, or any part thereof, on1 y+ i0 t k; H* r1 O( G
the Preferred Shares Series 18 on or before the dividend payment date for a6 s& a1 W! U' Q
particular quarter, then the entitlement of the holders of the Preferred
9 G8 w; {: x e! f1 BShares Series 18 to receive such dividend, or to any part thereof, for such! P6 h5 c7 Y' @% |& m6 Y" l
quarter will be forever extinguished.0 y/ ?+ A5 k1 i
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 |1 Q4 v' {8 f4 ISuperintendent and to the provisions described below under ‘‘Details of the
( w6 l7 b- y, [Offering — Certain Provisions of the Preferred Shares Series 18 as a
: p5 z6 {4 ]$ e& p1 gSeries — Restrictions on Dividends and Retirement of Shares’’, on3 f% l8 v/ J2 }* ~
February 25, 2014 and on February 25 every five years thereafter, on not. D6 {# J# u; Q3 _, t
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any+ I$ i" g7 {) Y
part of the then outstanding Preferred Shares Series 18, at the Bank’s option2 A N8 ]( S) c# g: T; ^, ~7 T
without the consent of the holder, by the payment of an amount in cash for
1 Y: C) p" c0 c8 x& Xeach such share so redeemed of $25.00 together with all declared and unpaid& ]3 I6 K9 k& n, [8 ^" W4 x
dividends to the date fixed for redemption.
/ a% C9 _4 q. M0 q+ O' B9 TConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic/ x1 @& M! R4 o
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
: w0 `. @3 T9 F9 f; ~9 W! ^3 }the right, at their option, to convert, on February 25, 2014 and on
" F* }7 Y4 j; z0 D" _% i2 {S-4* }. S$ k0 `( g" h9 F+ B' X
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
0 ?8 J5 V' @) n1 D B: D$ F& for all of their Preferred Shares Series 18 into an equal number of Preferred, v; Z% l# @. C3 m3 c
Shares Series 19 upon giving to the Bank notice thereof not earlier than
2 t' d( \! i" ^$ [30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
! o, w/ @# u# P. K' \preceding, a Series 18 Conversion Date.
+ k9 ~) [% ]/ |9 ?' fAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
; m* c. t- m4 ?9 X- bProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
" {. I# E2 W2 h; mSeries 19, as the case may be, that there would be outstanding on such2 b- b8 t7 c, k m
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
* p3 @# A: ?* S* Q+ R1 Hsuch remaining number of Preferred Shares Series 18 will automatically be
! P. f M" ?; h( u' x% Nconverted on such Series 18 Conversion Date into an equal number of& q$ ~# F( M0 W+ [
Preferred Shares Series 19. Additionally, if the Bank determines that, after7 W* a1 h, t; T" g
conversion, there would be outstanding on such Series 18 Conversion Date% d8 y' e1 }1 K- @3 C
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
5 z1 |8 X% u' aSeries 18 will be converted into Preferred Shares Series 19.. o, e5 N9 u/ |* ^- s# ?
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( |* h" `, f" V( ]% W; m
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
# Y3 Z# |. I# U. L, S0 A+ X& ~5 Fany meeting of the shareholders of the Bank unless and until the first time at; D5 ^/ K' E {! q( {( ], \
which the Board of Directors has not declared the whole dividend on the
0 J- ~2 @: ?, A1 PPreferred Shares Series 18 in any quarter. In that event, subject as. M% J' W9 C f0 p1 L; S* {
hereinafter provided, the holders of Preferred Shares Series 18 will be1 H: M2 X1 a5 q3 G {! j* H/ b
entitled to receive notice of, and to attend, meetings of shareholders at which
; B/ G% U% l% M4 ndirectors of the Bank are to be elected and will be entitled to one vote for& J' m/ `/ W& M5 }, [
each Preferred Share Series 18 held. The voting rights of the holders of the* w+ C" i! F S' |& R8 X) w
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
% O* ?& l# w. O @. M* ]the first dividend on the Preferred Shares Series 18 to which the holders are
" @* M/ L. o& Wentitled thereunder subsequent to the time such voting rights first arose until
+ w* Z$ W& f n/ Ysuch time as the Bank may again fail to declare the whole dividend on the
7 h- A& s& v( k& bPreferred Shares Series 18 in respect of any quarter, in which event such
; k/ R% Q4 r8 Q. lvoting rights will become effective again and so on from time to time.9 f2 S, b: i4 B1 e- y" `
Principal Characteristics of the Preferred Shares Series 199 `+ x0 y; `' A4 [
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
5 z/ z/ G5 b* sfloating rate non-cumulative preferential cash dividends, as and when1 y7 l9 h+ F7 r) J* S2 T% i
declared by the Board of Directors, subject to the provisions of the Bank Act,& E) F: P0 z1 M. h* R
payable quarterly on the 25th day of February, May, August and November
+ y0 T; p: _6 r+ q; i# Lin each year, in the amount per share determined by multiplying the2 \+ J1 _ P. }" m
applicable Quarterly Floating Dividend Rate by $25.00.
' l( M7 e/ U$ f. y# }On the 30th day prior to the commencement of the initial quarterly dividend* z/ `6 H$ I; e* A1 v* [
period beginning on February 25, 2014, and on the 30th day prior to the first
0 D* Z! B$ }5 f1 q$ sday of each subsequent quarterly dividend period (the initial quarterly# A1 S7 n2 s- f/ t3 |) \
dividend period and each subsequent quarterly dividend period is referred to
# k4 `# H9 p0 [4 M: @as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the0 B3 j0 c( a9 d4 [+ C8 F
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate- {) _* n9 Z3 G. G6 o
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
+ @0 K. o- c+ e/ P. E1 N9 GT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days' U' S3 T- k( d
elapsed in the applicable Quarterly Floating Rate Period divided by 365)# A5 D0 y2 x' }0 J6 [; l
determined on the 30th day prior to the first day of the applicable Quarterly
G8 z# c: L, y d+ SFloating Rate Period.
] t6 I& d7 @0 u% w4 @S-5- l% x, r) A) Y8 I$ q% z4 P
If the Board of Directors does not declare a dividend, or any part thereof, on! Q& b0 w1 m+ c% E" E2 u
the Preferred Shares Series 19 on or before the dividend payment date for a
6 Z, o+ Z) w# |) ^particular quarter, then the entitlement of the holders of the Preferred
+ _3 Q4 {# e% }4 G$ XShares Series 19 to receive such dividend, or to any part thereof, for such4 ~6 W" z7 K; Z3 p8 M$ l. T/ T
quarter will be forever extinguished.6 L/ q2 P6 m5 j
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
, ?( m5 {) z6 t6 R! C) W, |5 ?: z! PSuperintendent and to the provisions described below under the heading3 k9 a% X1 K* \; m, }
‘‘Details of the Offering — Certain Provisions of the Preferred Shares+ ~5 S! C$ ^; e2 @" e
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
; M! b" R9 Y ?" s" w" e" \ m2 hon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
9 W& F/ f1 X+ k* Lor any part of the then outstanding Preferred Shares Series 19, at the Bank’s& S# @/ Z* {- b
option without the consent of the holder, by the payment of an amount in( L' K/ U8 C" Q B6 [
cash for each such share so redeemed of (i) $25.00 together with all declared/ P H! l0 C2 E _! p
and unpaid dividends to the date fixed for redemption in the case of$ x/ a1 X' b% }8 `+ }) ?
redemptions on February 25, 2019 and on February 25 every five years. v) v3 z/ }+ E: g0 k
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to1 r: O- J8 F ^7 i1 B
the date fixed for redemption in the case of redemptions on any other date
$ g" C4 V7 e) a( J/ j$ t4 _4 v6 O6 ion or after February 25, 2014.2 l8 ?) x; |0 z3 s& m7 K1 Q) R1 X
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic+ J' S, q: a3 i" Q
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have8 U' X# a# ` N: i
the right, at their option, to convert, on February 25, 2019 and on
+ d7 W. t" A6 k" s1 Q N AFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any+ {; {; e5 O4 a! g# R
or all of their Preferred Shares Series 19 into an equal number of Preferred7 \; |( ]( P3 Z2 r
Shares Series 18 upon giving to the Bank written notice thereof not earlier4 P6 J$ C6 z7 t# ?4 R
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
# i6 Z- L5 b2 Z1 N15th day preceding, a Series 19 Conversion Date.+ O0 n! q; d* O3 C. s. M) n
Automatic Conversion If the Bank determines, after having taken into account all shares tendered0 G- _# f' Y$ J+ D3 B
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares$ M+ R% D* Z, ]: s1 E/ l0 ~
Series 18, as the case may be, that there would be outstanding on such
/ H8 H! r+ v9 C+ ySeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
& s6 N% M4 a5 ?& L5 H* u; Tsuch remaining number of Preferred Shares Series 19 will automatically be6 n6 k9 {/ x: M; x: M
converted on such Series 19 Conversion Date into an equal number of) }5 Q" a2 i% H- P) B
Preferred Shares Series 18. Additionally, if the Bank determines that, after
% ]4 C3 b r* s& Lconversion, there would be outstanding on such Series 19 Conversion Date7 L c0 ], X# ?1 ]$ ~1 t6 m
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
" U- m& o, H0 G6 `Series 19 will be converted into Preferred Shares Series 18.
/ i( b- M4 g" M' U% E! I/ L: aVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# T# C: J* b+ X$ c2 ]# MSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
8 F% [ a) ?) |4 K( @any meeting of the shareholders of the Bank unless and until the first time at
! L* b/ M1 A8 W2 w" Z/ B; twhich the Board of Directors has not declared the whole dividend on the
' ?( K; |0 o- ?' I3 GPreferred Shares Series 19 in any quarter. In that event, subject as
+ g6 ^) Z7 c# m9 `! y0 p, B$ Nhereinafter provided, the holders of Preferred Shares Series 19 will be
+ l* C/ Q7 E/ K" \- U+ @# o$ ~entitled to receive notice of, and to attend, meetings of shareholders at which
% T' z6 w6 H$ H3 V% Ldirectors of the Bank are to be elected and will be entitled to one vote for; _- Y8 }* P- R1 j3 N, r
each Preferred Share Series 19 held. The voting rights of the holders of the" O; f B w- M( R
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of# k1 f2 I1 N D- Y' c8 A( r3 X
the first dividend on the Preferred Shares Series 19 to which the holders are
1 g- [- F+ a) }entitled thereunder subsequent to the time such voting rights first arose until; S% E. q. Y: z* W- r
such time as the Bank may again fail to declare the whole dividend on the! A% u; E& i0 |: o; c# @ U5 F0 C
Preferred Shares Series 19 in respect of any quarter, in which event such, j9 o1 Q! o8 @3 \
voting rights will become effective again and so on from time to time.% p6 n: ?: A- a, p) C9 _ x
S-6
9 z1 D d2 o( YPriority: The preferred shares of each series of the Bank will rank on a parity with: `, z; L7 r2 u
every other series and are entitled to preference over the common shares of
% H3 n# B7 V. j4 dthe Bank and over any other shares of the Bank ranking junior to the, o2 h" K( J4 i# J8 X0 u( l
preferred shares with respect to the payment of dividends and upon any& _: O2 O' z" j7 L7 p0 L
distribution of assets in the event of the liquidation, dissolution or0 x5 ^) P( J: o K/ A5 e
winding-up of the Bank.
8 M6 N+ A% Z K* j8 k3 qTax on Preferred Share The Bank will elect, in the manner and within the time provided under" k {8 H, a1 S2 A* _
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares& c) e; @7 |3 j I- O7 I/ n
Series 18 and Preferred Shares Series 19 will not be required to pay tax on( `1 [" l' `. k, o2 N
dividends received on such shares under Part IV.1 of such Act. |
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