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发表于 2008-11-29 16:58
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下面是BMO的:) t& j1 n3 U! k5 j) ]" e. c
SUMMARY OF THE OFFERING
# c# p) e" s4 [' a, ~8 ~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’’.
& i0 ]; [; M$ N; Q6 n( HIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.. X# e/ j- h5 m1 }" I6 a
Amount: $150,000,000 (6,000,000 shares).
7 S2 z5 ~0 b+ B* `( x4 _$ h- [* VPrice and Yield: $25.00 per share to yield initially 6.50% per annum.& x" z1 p; G+ l6 a9 \
Principal Characteristics of the Preferred Shares Series 18+ y M% R3 X& | B1 G
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed' `) S1 q- g& e9 W7 @ B$ d! Q& Y
non-cumulative preferential cash dividends, as and when declared by the
7 s3 B6 c, M* k- g7 _Board of Directors, subject to the provisions of the Bank Act, for the initial
% o+ t8 w* s! E8 o& w1 qperiod commencing on the closing date and ending on and including2 \3 |) P5 R0 m1 @" J- P& m4 e" }1 T
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
$ o9 c6 Y) \0 r1 D& J* {8 S p1 g25th day of February, May, August and November in each year, at a rate- o, J; I, s; c
equal to $0.40625 per share. The initial dividend, if declared, will be payable
: w' U9 |6 X( l) {3 r) ~: l7 ^May 25, 2009 and will be $0.73459 per share, based on the anticipated closing- |* i5 m% r+ a9 R" l2 M. A0 C, P
date of December 11, 2008.: M7 q b$ f7 L, g
For each five-year period after the Initial Fixed Rate Period (each, a: _7 |9 C F5 p; \: q& Y
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares7 m. v6 b) T0 y8 r# Z2 H9 L
Series 18 will be entitled to receive fixed non-cumulative preferential cash8 K H& |4 p7 p4 Z6 A5 [# l/ q
dividends, as and when declared by the Board of Directors, subject to the
, H) ]: n! {4 i8 w( l, Sprovisions of the Bank Act, payable quarterly on the 25th day of February,; F" o1 ~4 Z: [ `) I7 R3 P
May, August and November in each year, in the amount per share per annum( S7 _ R2 V1 D% X! n# |& m, D
determined by multiplying the Annual Fixed Dividend Rate applicable to
6 y+ G5 @# h2 v3 I2 s9 j _such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend# h* O% P! V! m7 Z2 T" a7 f
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the7 T, l2 J7 Y) e' e# w9 @
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day; d6 z$ e% w6 c- P' I7 O
of such Subsequent Fixed Rate Period and will be equal to the sum of the {4 ^( D w7 S5 r0 P3 y6 R
Government of Canada Yield on the applicable Fixed Rate Calculation Date/ c6 _! h4 i$ [7 C3 u/ t: N* y$ L
plus 3.83%./ H: I6 ], _& a( Z
If the Board of Directors does not declare a dividend, or any part thereof, on% x7 w8 x0 D! E8 S
the Preferred Shares Series 18 on or before the dividend payment date for a
4 j: P( F% ~, L3 i! pparticular quarter, then the entitlement of the holders of the Preferred. D8 I# d H# Q
Shares Series 18 to receive such dividend, or to any part thereof, for such( b! C3 t. m8 n. x5 Y
quarter will be forever extinguished.
' T3 K3 L$ _; o1 dRedemption: Subject to the provisions of the Bank Act and to the prior consent of the% _! n) s' W/ t% D5 C% K1 X. j$ _/ t+ X
Superintendent and to the provisions described below under ‘‘Details of the
# \8 e' W+ S' D3 Z8 }Offering — Certain Provisions of the Preferred Shares Series 18 as a* o+ r6 N: m4 l# i
Series — Restrictions on Dividends and Retirement of Shares’’, on
. B; x# j2 ~8 IFebruary 25, 2014 and on February 25 every five years thereafter, on not
8 S( L! K! V/ S* ]more than 60 nor less than 30 days’ notice, the Bank may redeem all or any( C! z3 P5 d& k6 R7 l
part of the then outstanding Preferred Shares Series 18, at the Bank’s option) m: d+ J. Z% R+ j7 K
without the consent of the holder, by the payment of an amount in cash for# A) `; x' `+ d% f0 _ G% ~3 B
each such share so redeemed of $25.00 together with all declared and unpaid
7 W O! I0 f5 [4 s, Ndividends to the date fixed for redemption.) w ^% O9 e/ C. A+ F2 f$ n, g
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
6 t. V6 d1 Q! ~3 \( q# \3 U' Q6 RShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have# y. y8 M' f6 [5 W+ Y! ?( f; ]
the right, at their option, to convert, on February 25, 2014 and on2 N0 j) m) E t6 b4 V' h+ ?* k
S-4
1 U0 t& e' H, MFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
, i0 g9 g M- O" v7 m! Vor all of their Preferred Shares Series 18 into an equal number of Preferred
+ l; ^+ b& B3 D5 w+ P1 G+ J9 tShares Series 19 upon giving to the Bank notice thereof not earlier than Q4 |3 E9 o7 r; ^& {+ [
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
; ^) d2 Z0 E5 ]: o, opreceding, a Series 18 Conversion Date.
8 m$ g H' \( W- c. P/ _Automatic Conversion If the Bank determines, after having taken into account all shares tendered2 @0 R/ {5 P- V0 O; v
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
( Q; \3 G3 V8 o8 N. ?, u1 ~- m. NSeries 19, as the case may be, that there would be outstanding on such
5 m: {1 K: I g8 d7 TSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
! u# X4 V) z7 K! Isuch remaining number of Preferred Shares Series 18 will automatically be
( Y, h' j8 n6 _8 x, zconverted on such Series 18 Conversion Date into an equal number of* f5 c6 ?$ v4 P, Q- Y1 F7 ?* k
Preferred Shares Series 19. Additionally, if the Bank determines that, after
& Q" U# u0 u' O6 U. Gconversion, there would be outstanding on such Series 18 Conversion Date4 A0 v7 |7 C L" J' E* ~
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
9 k5 h8 E' \! H) xSeries 18 will be converted into Preferred Shares Series 19.
) x$ N+ ~1 c+ u4 hVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
! m, |/ d" k+ U) `4 L! iSeries 18 will not be entitled as such to receive notice of, attend, or vote at,8 u$ [5 V. _. g4 F- ^2 g4 v" Z
any meeting of the shareholders of the Bank unless and until the first time at
. E( g% @8 i; @which the Board of Directors has not declared the whole dividend on the
. [7 V6 C: ^, F7 z7 G% ]5 ?$ oPreferred Shares Series 18 in any quarter. In that event, subject as
0 M3 M+ O9 i" rhereinafter provided, the holders of Preferred Shares Series 18 will be
: I8 A- F' _; g( O6 J4 }entitled to receive notice of, and to attend, meetings of shareholders at which
/ G7 F( T; C2 g/ p% jdirectors of the Bank are to be elected and will be entitled to one vote for. K* |; X, [8 x9 L" I
each Preferred Share Series 18 held. The voting rights of the holders of the
% A* h8 ~8 q+ P# r1 A% k" u% qPreferred Shares Series 18 will forthwith cease upon payment by the Bank of# ^& j K9 |# X3 H- A
the first dividend on the Preferred Shares Series 18 to which the holders are
) w! C4 `6 m+ {8 ]5 s; P' tentitled thereunder subsequent to the time such voting rights first arose until3 a. M1 ~5 R* g0 E/ L
such time as the Bank may again fail to declare the whole dividend on the
7 N5 J+ B5 g/ V! ]7 q! ?% APreferred Shares Series 18 in respect of any quarter, in which event such( m: T# e! e! U2 ~+ j7 |
voting rights will become effective again and so on from time to time.8 o& d4 x) g+ w& f) {0 ^) L
Principal Characteristics of the Preferred Shares Series 193 N+ A3 ^4 [/ M) l5 Y4 W
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
0 G3 e8 l. B6 jfloating rate non-cumulative preferential cash dividends, as and when2 @* w x8 a. z. H
declared by the Board of Directors, subject to the provisions of the Bank Act,
8 S% V$ X7 h1 U; n+ ?0 Vpayable quarterly on the 25th day of February, May, August and November
; A: s3 X- ]! pin each year, in the amount per share determined by multiplying the2 Z( B" r5 Y f# s0 \
applicable Quarterly Floating Dividend Rate by $25.00.
: e' E/ I1 i9 g$ s |On the 30th day prior to the commencement of the initial quarterly dividend+ N) A7 F# J1 ?: T8 x- d/ Z
period beginning on February 25, 2014, and on the 30th day prior to the first' ]4 Q" g, h2 M5 ?
day of each subsequent quarterly dividend period (the initial quarterly2 b# [; j+ g1 Q _" ~
dividend period and each subsequent quarterly dividend period is referred to$ W6 q$ S! |+ P* x2 u7 z4 A; E! H
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
5 `1 Y1 G' {+ u- Z2 BQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
! P6 v5 u4 a% [Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
( b P: i+ w3 qT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days: u8 S2 ?" \1 e$ P9 m
elapsed in the applicable Quarterly Floating Rate Period divided by 365)5 N& i6 z" M' p1 l
determined on the 30th day prior to the first day of the applicable Quarterly" L4 @4 C" d# c% |9 B& u( ^6 c( R
Floating Rate Period.
6 S; f3 q* k; f9 U2 f0 kS-58 y9 M6 {" [% n: L
If the Board of Directors does not declare a dividend, or any part thereof, on0 Y2 C* [- }& N5 A3 A
the Preferred Shares Series 19 on or before the dividend payment date for a
: ^5 `# }$ q$ U0 K; }1 E% ~+ m8 K/ \particular quarter, then the entitlement of the holders of the Preferred+ R3 U$ z. | Q3 Z. S
Shares Series 19 to receive such dividend, or to any part thereof, for such; y8 B2 S# X9 h) \ J' Q; G! e& M2 X+ _
quarter will be forever extinguished.: {% C3 g/ B1 ]+ {
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
* P- _3 L, v. M; b$ D. k; rSuperintendent and to the provisions described below under the heading
. @: d; j5 Q7 M# G( z" Z+ m‘‘Details of the Offering — Certain Provisions of the Preferred Shares U' O( S. r6 q* @, X/ @8 f0 K
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,1 H. B" G. Q$ N) Y" S6 w. x, r3 ?7 p r
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all6 |4 S1 {6 \4 L8 N
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s7 A f* d V3 J6 i* v7 E
option without the consent of the holder, by the payment of an amount in
0 `: |( J; y) B; c/ qcash for each such share so redeemed of (i) $25.00 together with all declared
( k9 K; i( [7 b3 G# Dand unpaid dividends to the date fixed for redemption in the case of! N5 R7 | T: j; @, X
redemptions on February 25, 2019 and on February 25 every five years) Y' w/ F+ b0 ~
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
, Y% w* R% a. R1 l- uthe date fixed for redemption in the case of redemptions on any other date7 \$ O$ d) m( a! e
on or after February 25, 2014.$ Y3 e& b3 I( Q
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic! ]) S" x8 n9 g, m$ o: h* ?# w
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
+ r7 Y) h8 k$ z+ p. Z% ~" _the right, at their option, to convert, on February 25, 2019 and on
% q9 ~: f* D ~4 d4 NFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
) u8 K5 S* N9 Q" \: A* Q4 oor all of their Preferred Shares Series 19 into an equal number of Preferred5 P5 s( R! e; k6 X; }
Shares Series 18 upon giving to the Bank written notice thereof not earlier5 q% f+ X+ z/ k$ O( t
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the. `# v% m! n1 c0 |6 C$ x
15th day preceding, a Series 19 Conversion Date.& d h2 J6 l' X7 ^* s
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
! c: \; G1 } v. FProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares3 s! s( ?7 z$ @1 G5 s+ x. N, ?% L
Series 18, as the case may be, that there would be outstanding on such
4 o$ R0 M, R$ i- v/ F- \, ]* lSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,8 g. P9 f+ A7 d; V6 s
such remaining number of Preferred Shares Series 19 will automatically be
; n1 _3 n8 u; cconverted on such Series 19 Conversion Date into an equal number of
' H$ p o' ^4 s E8 u0 v$ jPreferred Shares Series 18. Additionally, if the Bank determines that, after2 P8 m* y. T* P% I6 @
conversion, there would be outstanding on such Series 19 Conversion Date
2 g; h/ w1 S9 N/ K! n8 Q" fless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares, h Z* e$ j1 t
Series 19 will be converted into Preferred Shares Series 18.
# E7 j- K$ _! q" ?+ e6 D4 k' VVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares% z- X) ~0 f+ X5 E8 e3 S: B- X
Series 19 will not be entitled as such to receive notice of, attend, or vote at,% N# Y( C: z. ^' L$ w
any meeting of the shareholders of the Bank unless and until the first time at
8 |; q, o5 [* o+ @# t) J. S% E, Fwhich the Board of Directors has not declared the whole dividend on the- a+ q* O8 G0 ?0 d- K5 V
Preferred Shares Series 19 in any quarter. In that event, subject as
% A$ m' [7 ?" `6 M. L6 qhereinafter provided, the holders of Preferred Shares Series 19 will be* T3 Z' v2 H. H$ G. N* D$ O; I
entitled to receive notice of, and to attend, meetings of shareholders at which1 L/ q1 {9 W8 x6 @5 y2 Y0 S
directors of the Bank are to be elected and will be entitled to one vote for. l t2 A. `$ }7 ^6 U v" K
each Preferred Share Series 19 held. The voting rights of the holders of the, y" L7 P8 O0 }7 t8 l7 l
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
`& Y, c( i" y( n2 g7 u* I# dthe first dividend on the Preferred Shares Series 19 to which the holders are
. p/ e' r6 s8 O! wentitled thereunder subsequent to the time such voting rights first arose until* B5 @% x+ k* I& M- p
such time as the Bank may again fail to declare the whole dividend on the# z0 b" x0 z4 ]0 I7 a* g" T6 X
Preferred Shares Series 19 in respect of any quarter, in which event such
; v. B$ z, }9 K9 Y3 O* c- Tvoting rights will become effective again and so on from time to time.
$ ?/ u' Z/ K/ E# H# yS-6! J$ W8 d% B2 G3 ?" s; Z2 P- c, [( R5 T
Priority: The preferred shares of each series of the Bank will rank on a parity with: Z; u+ Y7 P: ?4 k1 n N
every other series and are entitled to preference over the common shares of* f4 O, X' x l) s- A
the Bank and over any other shares of the Bank ranking junior to the
1 m& w8 i* a3 n, Z4 q) ?preferred shares with respect to the payment of dividends and upon any2 X5 Z# M- J0 }4 P+ a
distribution of assets in the event of the liquidation, dissolution or) Y* e8 H( `7 ~$ D/ V: ]. h
winding-up of the Bank.+ H; a" c' ]( _; F( Y4 @
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under, W3 n: @5 O% W
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
' y+ I! a/ h0 A8 M3 f: L. y7 }! hSeries 18 and Preferred Shares Series 19 will not be required to pay tax on# R' |$ S$ A* S$ P
dividends received on such shares under Part IV.1 of such Act. |
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