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发表于 2008-11-29 16:58
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下面是BMO的:
' X _" A7 M+ j. J* J" |" u4 }3 rSUMMARY OF THE OFFERING! K" Z. Z/ B& T$ l
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’’.
. _$ ?. D X! i* F) h) f1 V6 ZIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.: R7 Y1 v2 Q$ n
Amount: $150,000,000 (6,000,000 shares).
4 ], c9 `7 J+ b8 L6 X5 y$ B: e1 M+ y3 VPrice and Yield: $25.00 per share to yield initially 6.50% per annum.) ?/ L, r/ B1 _
Principal Characteristics of the Preferred Shares Series 18
% {9 ^2 _2 c& lDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed8 b9 I1 c% n; w) }9 i: y
non-cumulative preferential cash dividends, as and when declared by the
/ \2 u, T% m' B4 e( H0 T& vBoard of Directors, subject to the provisions of the Bank Act, for the initial
0 }7 z" P/ R# Nperiod commencing on the closing date and ending on and including
5 {' Y, _" Y# I1 m7 XFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the" c3 G) z8 z4 k7 [) U( c( P
25th day of February, May, August and November in each year, at a rate, f( I& T8 M$ @' G7 R6 e+ [
equal to $0.40625 per share. The initial dividend, if declared, will be payable
* {% L! L6 Z0 F9 v6 Z. zMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
6 ^! Y4 [9 E! x- R m+ }date of December 11, 2008.* X& P% d0 r/ L
For each five-year period after the Initial Fixed Rate Period (each, a9 m$ o' o& v6 Z- ]
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares$ q$ N- u) c/ F) f! j3 m% K% L
Series 18 will be entitled to receive fixed non-cumulative preferential cash
) i' B6 i/ k6 hdividends, as and when declared by the Board of Directors, subject to the/ _0 b$ x l/ ]. Z' j1 z+ P* c
provisions of the Bank Act, payable quarterly on the 25th day of February,
1 J6 A6 x5 W0 J) C2 x$ _6 l' mMay, August and November in each year, in the amount per share per annum! x X; N9 n2 p1 v+ I; {/ r4 {% l+ f
determined by multiplying the Annual Fixed Dividend Rate applicable to! J% V2 q* J" L) D
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
: Q! P- m; D& K4 G7 xRate for the ensuing Subsequent Fixed Rate Period will be determined by the. ]# n' X- _* n( i0 N+ Z! r
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day3 \) ?6 E. s! I6 W$ s, A/ X
of such Subsequent Fixed Rate Period and will be equal to the sum of the; ? A t, i+ \, P
Government of Canada Yield on the applicable Fixed Rate Calculation Date
' w8 ~7 h+ j) O: o' T$ wplus 3.83%.( K# w3 Y$ Y5 I+ Y
If the Board of Directors does not declare a dividend, or any part thereof, on
' @+ P2 e5 N. J, d% K0 n% \! zthe Preferred Shares Series 18 on or before the dividend payment date for a
/ l3 k# p) q! r. R$ d7 yparticular quarter, then the entitlement of the holders of the Preferred" z3 E l* M/ G
Shares Series 18 to receive such dividend, or to any part thereof, for such+ V4 H7 l: s% a8 k9 X& X
quarter will be forever extinguished.$ e c( f- D0 g% ^4 Z9 F% k7 d
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
. l3 g' f( x6 c4 E% T2 BSuperintendent and to the provisions described below under ‘‘Details of the
- u2 S/ ~2 t% \ WOffering — Certain Provisions of the Preferred Shares Series 18 as a6 a, N. Y: | ~; @: S" K
Series — Restrictions on Dividends and Retirement of Shares’’, on
, R4 }; p0 U0 EFebruary 25, 2014 and on February 25 every five years thereafter, on not
2 u! G# Z! O$ x' \. wmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any& d, E7 l+ q1 m+ r [0 e% |
part of the then outstanding Preferred Shares Series 18, at the Bank’s option5 s2 v V- o4 d
without the consent of the holder, by the payment of an amount in cash for
q8 h6 `. E( X! b' [7 Deach such share so redeemed of $25.00 together with all declared and unpaid0 ~. A- p7 ]4 k+ Z! F ^ I9 @( K
dividends to the date fixed for redemption.
* P2 M5 m. o |0 KConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
" ~& t& }5 Q) _+ MShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
3 C) N4 z# L9 Z2 v! t p+ Q) Sthe right, at their option, to convert, on February 25, 2014 and on; H o( ^% @% S$ Q4 l) m
S-4
' D B [/ t7 |/ C- g I- w# ]6 NFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
. p9 ]4 s' z- D7 h1 A0 _3 wor all of their Preferred Shares Series 18 into an equal number of Preferred% {6 i/ U% a& x/ o
Shares Series 19 upon giving to the Bank notice thereof not earlier than0 n1 c. k; v) k2 R
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
& D9 b* b4 {; M9 H' z. t: c6 c* wpreceding, a Series 18 Conversion Date.
0 q. `+ L, N" L% ?# d0 C" sAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
* W! ?6 Y' `* f9 |0 GProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
; k. F! e+ j O. a8 RSeries 19, as the case may be, that there would be outstanding on such) A# T* ^1 m, g( Q
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
7 s/ O9 o: T( l9 ~; ~/ ?* L" Ksuch remaining number of Preferred Shares Series 18 will automatically be
6 e4 Y: t% q/ W* K* Cconverted on such Series 18 Conversion Date into an equal number of
, j Z8 A+ S6 K0 f8 i7 l9 b$ cPreferred Shares Series 19. Additionally, if the Bank determines that, after& z* O% i: D" H+ I9 l
conversion, there would be outstanding on such Series 18 Conversion Date
: w0 w; b, B6 Bless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
2 S" f% j2 T+ W3 V0 ~# \4 rSeries 18 will be converted into Preferred Shares Series 19.% _5 e1 ~ H% L
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares! @0 o7 ]0 u' W& e- f$ [1 q
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
1 y# o7 j. N7 y% K- V$ E# zany meeting of the shareholders of the Bank unless and until the first time at
- E; ]/ V& v6 bwhich the Board of Directors has not declared the whole dividend on the
- R- g& J Z: u, U7 G( m+ f* q8 ]8 k3 kPreferred Shares Series 18 in any quarter. In that event, subject as
7 J2 J% k! q \0 R3 Ghereinafter provided, the holders of Preferred Shares Series 18 will be6 J+ K7 i* ]9 m% H6 _
entitled to receive notice of, and to attend, meetings of shareholders at which0 O5 J& c" O7 I2 S' Q! b
directors of the Bank are to be elected and will be entitled to one vote for T6 X9 h2 P. k/ }* I3 c
each Preferred Share Series 18 held. The voting rights of the holders of the
; X7 p6 r3 N" P5 n( U; i$ _Preferred Shares Series 18 will forthwith cease upon payment by the Bank of# D0 F" D! w& ~4 R
the first dividend on the Preferred Shares Series 18 to which the holders are
' p- O D% U8 g9 bentitled thereunder subsequent to the time such voting rights first arose until$ l0 w" D1 l+ P, H& ^
such time as the Bank may again fail to declare the whole dividend on the: u0 @. W% A) u. H, d J Q
Preferred Shares Series 18 in respect of any quarter, in which event such
5 J+ [8 r' D3 D) P, B4 ]0 {3 K: \, @voting rights will become effective again and so on from time to time.; x& j2 ~! j: q- i2 J ?9 u
Principal Characteristics of the Preferred Shares Series 19* H+ B/ M; O: J9 P
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive' K& S. |, @+ Q- I& B$ I' U
floating rate non-cumulative preferential cash dividends, as and when% T* M' d/ ]5 v
declared by the Board of Directors, subject to the provisions of the Bank Act,
% W" u( c; U- n; X: p- O6 tpayable quarterly on the 25th day of February, May, August and November9 t( ]4 C9 g/ E
in each year, in the amount per share determined by multiplying the* {* U$ O% c$ B4 z2 F2 F8 a6 F5 N' v
applicable Quarterly Floating Dividend Rate by $25.00.
$ O/ b( h1 }4 w4 eOn the 30th day prior to the commencement of the initial quarterly dividend) u. Z6 Y( D# {' V% G# D
period beginning on February 25, 2014, and on the 30th day prior to the first
: g; r* C1 W$ N, q) t; pday of each subsequent quarterly dividend period (the initial quarterly; T$ l1 v- H' J- }0 J
dividend period and each subsequent quarterly dividend period is referred to; P3 b- I% O& C1 I
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
. H2 Q. @9 e V( p+ s% KQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
3 B, C( p" H& n5 d+ H( aPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the, e6 N% {9 a! `- J4 w
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days& g* D+ |9 H+ L$ A$ f
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
8 e+ D2 w- g! n2 U& mdetermined on the 30th day prior to the first day of the applicable Quarterly7 s, N! ?& N/ Z3 F. ?& f
Floating Rate Period.! ?+ X) A0 O$ h& n/ h$ N
S-5
1 H) q( g% F! i" D* u0 D* ?If the Board of Directors does not declare a dividend, or any part thereof, on8 p1 J, W1 Z4 s9 A
the Preferred Shares Series 19 on or before the dividend payment date for a
& l7 }( `& P. Lparticular quarter, then the entitlement of the holders of the Preferred
6 W3 ]- M6 Q9 d, CShares Series 19 to receive such dividend, or to any part thereof, for such
" Z* Z: [: R( Z' E/ ` J0 S+ j8 \quarter will be forever extinguished. V9 ]5 Z' ~ [3 Q6 `+ X8 v
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the/ B0 f+ Z. [* C. \/ S3 x7 t2 R
Superintendent and to the provisions described below under the heading
9 y) b7 h; s6 `- n f- t) K- `‘‘Details of the Offering — Certain Provisions of the Preferred Shares6 L L( P# y6 z; P& a
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
1 y, z. } P* H2 X' H) Con not more than 60 nor less than 30 days’ notice, the Bank may redeem all
) n1 D- _1 N& Z7 \' e' V' A1 eor any part of the then outstanding Preferred Shares Series 19, at the Bank’s: P2 k' S8 ?' m i) ?
option without the consent of the holder, by the payment of an amount in
8 `4 S! J1 a" g8 Y" ^& z% ~cash for each such share so redeemed of (i) $25.00 together with all declared
^: m. @6 A3 k- dand unpaid dividends to the date fixed for redemption in the case of
* @0 i! \# ]: M3 q" T! y4 sredemptions on February 25, 2019 and on February 25 every five years
3 K6 C' i9 M2 c S0 \& Tthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
; A# Y( T! u' _6 l1 `- lthe date fixed for redemption in the case of redemptions on any other date* u: E/ {( }& E: ]6 U
on or after February 25, 2014.
' ~+ W( j* V( i8 Y; M& x# N m; tConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic& M. M( w/ @/ W6 W
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have6 o: \6 k% Q ]2 A% y# @' ~+ ?
the right, at their option, to convert, on February 25, 2019 and on7 x. n1 n& ~# b0 O& k: D( K! `5 i
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any j$ n! O- [6 o" y4 i! |5 u& E6 X. X) g, A
or all of their Preferred Shares Series 19 into an equal number of Preferred
: Q# @& l( m/ ^- B) fShares Series 18 upon giving to the Bank written notice thereof not earlier) m4 X) j, Q& o
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the) t# f* X. p% h5 Y# d
15th day preceding, a Series 19 Conversion Date.
. K1 x# r( Z- [& G9 @, W/ lAutomatic Conversion If the Bank determines, after having taken into account all shares tendered% M# d+ E( j9 P
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares0 I' q8 i; ^! w$ e
Series 18, as the case may be, that there would be outstanding on such7 l5 n5 A" `/ i6 q" d3 M
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,8 R3 u( X% d% P D1 M2 `
such remaining number of Preferred Shares Series 19 will automatically be
: i: J9 G, V$ Pconverted on such Series 19 Conversion Date into an equal number of* E4 V8 Y \' G* B) }2 T
Preferred Shares Series 18. Additionally, if the Bank determines that, after
; h0 }; u/ M$ s u aconversion, there would be outstanding on such Series 19 Conversion Date
; Y: }# R: `, i% {2 d5 `less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
% H+ f% Z8 N Z7 m0 H8 U1 `- z. ^, ?Series 19 will be converted into Preferred Shares Series 18.2 y% |6 f' ]. ~0 W
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares- ^4 ?$ B$ [& h3 Y. B( t3 D
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
- i7 |& H) j+ ?* _% y+ Hany meeting of the shareholders of the Bank unless and until the first time at
6 J* S3 d2 O v# _which the Board of Directors has not declared the whole dividend on the
3 [+ m: h+ y+ u, l9 s' hPreferred Shares Series 19 in any quarter. In that event, subject as, L5 D9 P# T X M; p/ u( Y! x4 q# }
hereinafter provided, the holders of Preferred Shares Series 19 will be i: A' h7 P7 h3 B: W; u d
entitled to receive notice of, and to attend, meetings of shareholders at which0 B" D1 F9 W% |; F0 e
directors of the Bank are to be elected and will be entitled to one vote for
- O$ _0 }- ^6 A, seach Preferred Share Series 19 held. The voting rights of the holders of the3 Z' L4 J& O7 }. v
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of2 [+ H* d( y9 Q+ n7 g
the first dividend on the Preferred Shares Series 19 to which the holders are3 @* M; t# X0 Z' q! @6 ~
entitled thereunder subsequent to the time such voting rights first arose until
/ K H/ x8 g/ @1 F9 s+ h2 g$ Ssuch time as the Bank may again fail to declare the whole dividend on the h- `, Q2 w+ K* Y5 A
Preferred Shares Series 19 in respect of any quarter, in which event such# C' F0 j. K+ P F7 v" |* D9 n9 N% A$ q
voting rights will become effective again and so on from time to time.8 @& U( A0 N2 l% R
S-64 _) g$ F( H. t ]
Priority: The preferred shares of each series of the Bank will rank on a parity with% L2 x' B- G* p/ T: y0 d' U
every other series and are entitled to preference over the common shares of: n$ ^5 U+ h9 h" U0 J. D
the Bank and over any other shares of the Bank ranking junior to the
( A' R) M/ s4 B( ~4 M w; hpreferred shares with respect to the payment of dividends and upon any2 Q5 b, v" `1 R9 Q& v
distribution of assets in the event of the liquidation, dissolution or) f! }" o; N8 W2 z5 D: m
winding-up of the Bank.5 {) @; h3 z7 j+ S/ n. e% f: v3 @
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under- S# K3 M6 `/ r& b
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares4 `; y- D; j; G) T C: j4 P7 M
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
& a/ K! }1 X1 M% H4 d6 Sdividends received on such shares under Part IV.1 of such Act. |
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