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发表于 2008-11-29 16:58
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下面是BMO的:
0 [# }) x% a C& Z1 A$ o( uSUMMARY OF THE OFFERING) h) h7 Z6 {9 x; x
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’’.
* J% N( J! A+ l- g& E; I7 c4 l( s. NIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
; S1 c: S8 D! Q0 AAmount: $150,000,000 (6,000,000 shares).8 _+ l0 m2 a$ f: i1 I
Price and Yield: $25.00 per share to yield initially 6.50% per annum.) S; e4 j6 g: }/ g
Principal Characteristics of the Preferred Shares Series 18
- J* H1 [3 A0 I, W* [. L9 H0 sDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
0 D% a* k$ P7 p4 H7 C/ y/ ynon-cumulative preferential cash dividends, as and when declared by the: v" y) v! L k# ]; h
Board of Directors, subject to the provisions of the Bank Act, for the initial) K; y' z8 U- i) i5 y
period commencing on the closing date and ending on and including0 F9 l3 S" ~/ X7 t; j
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
0 s$ [5 @% a% j) k+ Z( D# N# M25th day of February, May, August and November in each year, at a rate7 Z" c9 `( Q6 G; M7 v
equal to $0.40625 per share. The initial dividend, if declared, will be payable
/ `7 I' g; \& l6 }/ N) P3 M' Q/ |" o4 DMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
( E3 w1 B3 `: s: P1 p' sdate of December 11, 2008.9 s: c& c3 @/ V; o$ |3 C
For each five-year period after the Initial Fixed Rate Period (each, a5 p- E$ n- @3 w9 j% }. W
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
1 X$ z: s* T* D- M9 WSeries 18 will be entitled to receive fixed non-cumulative preferential cash
9 c" @2 [# k' g& v. w, hdividends, as and when declared by the Board of Directors, subject to the
( K" |. A. N: kprovisions of the Bank Act, payable quarterly on the 25th day of February,- Z5 z" d0 l W P" X @) Q+ B
May, August and November in each year, in the amount per share per annum2 s; U+ K( t; J. H0 f; U% E$ A* b
determined by multiplying the Annual Fixed Dividend Rate applicable to
$ ^& L) x/ o8 T% h* l# [' f8 W( |such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
: t: t' N" U b g- G% u! FRate for the ensuing Subsequent Fixed Rate Period will be determined by the6 B2 U0 E" g: w2 Y& A" k9 ?' @4 i& E
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
3 i. b N9 P6 f9 s8 xof such Subsequent Fixed Rate Period and will be equal to the sum of the
# k+ @! z. V. \5 NGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
0 N# @( p, C: e, w6 B& Zplus 3.83%.
8 U3 ^ T7 Y7 t% fIf the Board of Directors does not declare a dividend, or any part thereof, on! @6 A) D6 ]0 c* D" z' R2 D
the Preferred Shares Series 18 on or before the dividend payment date for a
( T$ A$ f6 q! i J# U# e! ^' _particular quarter, then the entitlement of the holders of the Preferred; B: n+ Y8 }$ e3 J
Shares Series 18 to receive such dividend, or to any part thereof, for such# H! I( f; x' T6 _% k/ c& u
quarter will be forever extinguished.% U- L& F' l0 ~( I4 |
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the' I+ X3 z" _0 a% w/ }. s
Superintendent and to the provisions described below under ‘‘Details of the v8 a5 h/ Y$ P! E
Offering — Certain Provisions of the Preferred Shares Series 18 as a" |, D- p" w5 V# G2 I' z; r" R& f8 w Z
Series — Restrictions on Dividends and Retirement of Shares’’, on6 N- g; C% K' }8 N1 m6 C9 k
February 25, 2014 and on February 25 every five years thereafter, on not
6 R/ C, G e; c+ U- Rmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
9 z3 D P6 N( E) Fpart of the then outstanding Preferred Shares Series 18, at the Bank’s option9 p( |5 j6 o# U5 O6 b7 i# y
without the consent of the holder, by the payment of an amount in cash for
9 _) G2 V- {" Y4 G" x4 D4 |% \each such share so redeemed of $25.00 together with all declared and unpaid
0 M9 Y. r+ s/ a8 k! _dividends to the date fixed for redemption.
0 o& f g7 P9 x5 u t+ e AConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
4 n- m3 R5 C: T! O3 ~6 C) VShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
/ @2 F; v. B! Zthe right, at their option, to convert, on February 25, 2014 and on! X* v+ @0 _, ~* _; I
S-4
! V0 f7 V. ~1 ~February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
4 a, O" k6 |/ [$ `or all of their Preferred Shares Series 18 into an equal number of Preferred O' ]0 k5 J" T' |; h" ^1 M, d! G
Shares Series 19 upon giving to the Bank notice thereof not earlier than
) y$ L7 P3 [) A& Z5 c d30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
: p- n! Q& W6 T, b2 K9 wpreceding, a Series 18 Conversion Date., {# ~3 H9 z' } i' r: N
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
7 T* ~% d7 ?' m0 G9 Q: ~Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares4 a) a1 m& R5 a% f; \
Series 19, as the case may be, that there would be outstanding on such
, l ^/ C1 |, t+ Q1 YSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,; j0 q! M+ T7 f9 y, U9 i
such remaining number of Preferred Shares Series 18 will automatically be
7 T5 z% `: G6 Q6 M' econverted on such Series 18 Conversion Date into an equal number of6 l, a; C$ Y6 C b; P Y
Preferred Shares Series 19. Additionally, if the Bank determines that, after
3 R0 c4 w* s& D' V% kconversion, there would be outstanding on such Series 18 Conversion Date
0 \# h/ I1 t' |3 M, I: xless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
$ _- h$ l' k0 b- mSeries 18 will be converted into Preferred Shares Series 19.
* E. o7 b+ J4 I1 X( p3 h* O' VVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" V( E* n$ S3 \6 {: y
Series 18 will not be entitled as such to receive notice of, attend, or vote at,8 M: [' z% n" E9 J
any meeting of the shareholders of the Bank unless and until the first time at' m- W) B, K3 j K
which the Board of Directors has not declared the whole dividend on the5 K7 D3 m6 d1 P% m- ^
Preferred Shares Series 18 in any quarter. In that event, subject as
/ W. o1 e. r- B2 u! Z; jhereinafter provided, the holders of Preferred Shares Series 18 will be! E3 J( q5 [/ V/ L# F
entitled to receive notice of, and to attend, meetings of shareholders at which
6 Y6 t7 [5 G6 Y; z, `3 D/ Idirectors of the Bank are to be elected and will be entitled to one vote for
- X' d. X3 O+ U0 {each Preferred Share Series 18 held. The voting rights of the holders of the
( Y# K) H5 q5 A' CPreferred Shares Series 18 will forthwith cease upon payment by the Bank of" S T) |$ M5 z9 M
the first dividend on the Preferred Shares Series 18 to which the holders are1 h; f3 u7 m/ V5 B. g
entitled thereunder subsequent to the time such voting rights first arose until
' w) H4 a# H' I" j! w' Hsuch time as the Bank may again fail to declare the whole dividend on the
, O, ^1 X7 u+ B; UPreferred Shares Series 18 in respect of any quarter, in which event such+ y t9 G) g( b. n( |
voting rights will become effective again and so on from time to time.
" ~' w! T) x0 }; @+ t0 C& c; zPrincipal Characteristics of the Preferred Shares Series 19* J9 M: p( ~( j2 E) D; M
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive( y, y! ]% p, H) I; u
floating rate non-cumulative preferential cash dividends, as and when& c: s/ X0 ^8 c2 L1 W8 g
declared by the Board of Directors, subject to the provisions of the Bank Act,
- \$ W9 {1 `9 k/ }payable quarterly on the 25th day of February, May, August and November
2 a0 f+ u* g. Y/ H k, ~5 }in each year, in the amount per share determined by multiplying the
7 P* Z m: O% I* x: T4 I+ t: xapplicable Quarterly Floating Dividend Rate by $25.00.
6 H# v- [9 p1 h P }' k1 V) ~) d- _On the 30th day prior to the commencement of the initial quarterly dividend
" |8 v( j5 {, X2 R; V5 ^& J+ g$ \period beginning on February 25, 2014, and on the 30th day prior to the first
! }5 g. a+ R! o7 fday of each subsequent quarterly dividend period (the initial quarterly
+ s) |5 C( B* Cdividend period and each subsequent quarterly dividend period is referred to6 Y5 i( J( k! t1 q& A* N' z6 S
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
0 w0 F. l- g6 a5 x* F- v4 Q! u. HQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
6 `* g8 i2 `# w2 O2 yPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
% C( b* C+ P* ]. j* s; s& h: UT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days) Q, {4 k" G3 U
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
- C' {. M! }+ Pdetermined on the 30th day prior to the first day of the applicable Quarterly
: |9 j' |/ E# n- LFloating Rate Period.# I) r x, W4 `5 W3 c
S-5- g9 I& E/ R- h7 m j& K. z
If the Board of Directors does not declare a dividend, or any part thereof, on0 q9 ?/ [4 k$ ?0 ~; C& ]
the Preferred Shares Series 19 on or before the dividend payment date for a
) `$ o( D6 ?8 c& }particular quarter, then the entitlement of the holders of the Preferred! L: ~- C8 m( |# V, S! J- f
Shares Series 19 to receive such dividend, or to any part thereof, for such: w, ?2 n4 T8 c/ g: j5 a' ?6 F
quarter will be forever extinguished.. y. Z4 v; ^2 D+ q/ Q( Z( z" A' e6 A
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
, M, ~- f4 b% l& P, k% N1 E# w/ K2 E1 F5 o. uSuperintendent and to the provisions described below under the heading6 H5 ?( S0 r z4 q0 J
‘‘Details of the Offering — Certain Provisions of the Preferred Shares6 T h, o# g- J
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,* N; B$ c* F4 L7 F8 E# V9 ]2 y
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all( M* f, v u% _9 ^, V
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s7 P1 _' K- X k
option without the consent of the holder, by the payment of an amount in0 l" _- }: b6 u% T
cash for each such share so redeemed of (i) $25.00 together with all declared
1 N1 u1 ]# d3 z9 f* K/ kand unpaid dividends to the date fixed for redemption in the case of# I: c# p+ q" i
redemptions on February 25, 2019 and on February 25 every five years
4 |4 o! a; Q& E' t4 Rthereafter, or (ii) $25.50 together with all declared and unpaid dividends to9 w! ~$ n0 y* A# ^, |0 N, b5 o
the date fixed for redemption in the case of redemptions on any other date
" [: @; i) x5 c+ W' k% @$ Pon or after February 25, 2014.8 ~+ Z" ~7 u8 T7 ]7 s# u5 B6 \5 q3 X
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
. S# ]4 D5 `, n* I! dShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have9 ?% b! t% X! U
the right, at their option, to convert, on February 25, 2019 and on/ M: Z1 e( ? o7 G6 Y& E
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
6 }; ^; D3 S6 Q( [% I- R' Bor all of their Preferred Shares Series 19 into an equal number of Preferred
; Z5 w) j* B9 B$ ~9 K" |Shares Series 18 upon giving to the Bank written notice thereof not earlier
7 m) q' C" L1 L" Bthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the1 ~: k* ?4 H; X" B" g0 O9 ~/ v
15th day preceding, a Series 19 Conversion Date., Z; D7 ~$ d+ h& q" d( }0 G
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
! i' D) b+ o1 q3 H( V& r5 OProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares/ ?; C. W7 i7 ^$ a; d: Z0 @
Series 18, as the case may be, that there would be outstanding on such
7 j/ `4 R3 C- |8 v8 JSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
2 |, T8 Z8 {& ^such remaining number of Preferred Shares Series 19 will automatically be9 @1 T& o2 o- y& P3 ]: U- y
converted on such Series 19 Conversion Date into an equal number of
/ s( _8 }) ?& a! Q- `/ kPreferred Shares Series 18. Additionally, if the Bank determines that, after1 b/ c8 b& ?! ?+ `( `6 v; _
conversion, there would be outstanding on such Series 19 Conversion Date
: r: R% V0 h/ q% Q3 Lless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
, z( {& v3 n) }! F( f: ^Series 19 will be converted into Preferred Shares Series 18.
3 J T0 J# y& c, G) n' \Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares, X+ `) k* }1 V6 C( Y; g$ v, h
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
" ?9 F1 K' X6 x! J% C9 Z3 many meeting of the shareholders of the Bank unless and until the first time at
+ T$ ?5 O* a0 }; d7 X+ Owhich the Board of Directors has not declared the whole dividend on the
. U1 f! R1 W# m, {) W2 E" x& uPreferred Shares Series 19 in any quarter. In that event, subject as* r9 ~) O# i: ~* [
hereinafter provided, the holders of Preferred Shares Series 19 will be; ?* T/ o8 a6 s% c& s" o4 I0 J
entitled to receive notice of, and to attend, meetings of shareholders at which
( i& }) u- Q( Q" [6 ^, x. q# d' ydirectors of the Bank are to be elected and will be entitled to one vote for
( G7 N# T3 b- {- w7 ieach Preferred Share Series 19 held. The voting rights of the holders of the% [6 M2 w( @* Z9 t, j5 m
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
" P" W. L1 w7 r! Y) {0 Tthe first dividend on the Preferred Shares Series 19 to which the holders are5 L" O/ c0 z7 L4 N Y
entitled thereunder subsequent to the time such voting rights first arose until
: Q2 `$ N5 }( L. M5 isuch time as the Bank may again fail to declare the whole dividend on the
. C, [2 f$ u( d* O2 DPreferred Shares Series 19 in respect of any quarter, in which event such
" P$ y2 z" @, v& K3 W9 ]' Nvoting rights will become effective again and so on from time to time.. G# e4 z n# ?$ Z, U7 O4 v4 f& J `
S-67 t: j( @& z" Y0 Z4 }# p g, |% v
Priority: The preferred shares of each series of the Bank will rank on a parity with/ Q3 k3 W& i4 w4 H& Q( r/ l
every other series and are entitled to preference over the common shares of
" N: R; \! n* P2 a X$ Wthe Bank and over any other shares of the Bank ranking junior to the
j: K3 a2 F/ f: H7 ~( Q7 q8 kpreferred shares with respect to the payment of dividends and upon any
3 F* \- k \8 b, l2 f" V& n, A1 Odistribution of assets in the event of the liquidation, dissolution or
" t1 Q! j: u1 s5 w) _2 c% qwinding-up of the Bank.
8 \' Z$ z! A1 b' k6 |' W6 m3 KTax on Preferred Share The Bank will elect, in the manner and within the time provided under
& {* h0 z- }# I& J7 {# n0 M- ], ?Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares" l+ z( B8 R9 ^% W% Y; h4 f
Series 18 and Preferred Shares Series 19 will not be required to pay tax on. \" \) s% l# S( b( f$ t1 y8 b
dividends received on such shares under Part IV.1 of such Act. |
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