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发表于 2008-11-29 16:58
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下面是BMO的:
: U* |, c3 k* U0 USUMMARY OF THE OFFERING0 H2 N' O/ w2 R0 S$ e+ [9 P
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’’.
7 N# A0 c }+ J3 ?9 P h- CIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.8 G9 [0 w/ Y k s9 Q
Amount: $150,000,000 (6,000,000 shares).% B% B$ R* A( \7 `4 Q R3 _
Price and Yield: $25.00 per share to yield initially 6.50% per annum.3 `( ]9 J1 I; f$ `9 X5 C2 l
Principal Characteristics of the Preferred Shares Series 18; p: k0 Q0 @' \
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed& M c9 b/ A, {3 V
non-cumulative preferential cash dividends, as and when declared by the2 z: h+ }! m3 u) @4 b
Board of Directors, subject to the provisions of the Bank Act, for the initial
, Y2 ?* V7 p$ l( |9 @0 f; ?* Cperiod commencing on the closing date and ending on and including
1 \, v3 n! u, @7 @February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the7 f, ~2 _$ U4 T. a" f
25th day of February, May, August and November in each year, at a rate
* b t. m. S8 r: j$ n, t" {equal to $0.40625 per share. The initial dividend, if declared, will be payable
, d4 f( _( C! t( P: DMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
( d# o; x, r o/ M* e' \ Gdate of December 11, 2008.' J% ?& a0 Y9 e
For each five-year period after the Initial Fixed Rate Period (each, a. b. g4 u4 s5 x0 g* k0 H, P5 P
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
1 w7 Z% | H' G3 ySeries 18 will be entitled to receive fixed non-cumulative preferential cash6 n8 ?. `8 \* D/ h( V
dividends, as and when declared by the Board of Directors, subject to the$ a8 n( y0 s! {6 ^& A$ i
provisions of the Bank Act, payable quarterly on the 25th day of February,
, f5 Y; I0 R( p9 }# k* S* v, aMay, August and November in each year, in the amount per share per annum
v( k% s8 K4 C5 e) S! odetermined by multiplying the Annual Fixed Dividend Rate applicable to
% @6 a8 b) I5 Csuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
5 q5 [5 w+ u- \9 I9 h; dRate for the ensuing Subsequent Fixed Rate Period will be determined by the$ M# `! c0 G2 w0 W, h
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day4 a. R4 g* g1 i
of such Subsequent Fixed Rate Period and will be equal to the sum of the! u5 M \8 s* C# N* Q
Government of Canada Yield on the applicable Fixed Rate Calculation Date6 J4 F" ^8 b, P4 |9 ? E1 M( Z
plus 3.83%.1 T# p, t; a% E7 x8 [ U6 ?
If the Board of Directors does not declare a dividend, or any part thereof, on. _7 ~6 `) x5 M1 Q j0 H
the Preferred Shares Series 18 on or before the dividend payment date for a
5 w3 P: K0 t& \$ Q9 w9 Rparticular quarter, then the entitlement of the holders of the Preferred! {; n& C% V- B0 u" g- F( t' U
Shares Series 18 to receive such dividend, or to any part thereof, for such
9 W( s8 [# u1 W; ?8 r8 @: c2 mquarter will be forever extinguished.
+ |& a+ Q" D! { b/ [Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
" j3 U$ d3 n0 x. J5 CSuperintendent and to the provisions described below under ‘‘Details of the( l Y/ J3 t% h+ F+ m
Offering — Certain Provisions of the Preferred Shares Series 18 as a
. x M( |# y' m! }/ |8 A, wSeries — Restrictions on Dividends and Retirement of Shares’’, on
5 O6 @8 |; ^9 U, IFebruary 25, 2014 and on February 25 every five years thereafter, on not
2 r3 `) a9 e5 Emore than 60 nor less than 30 days’ notice, the Bank may redeem all or any1 b( O+ u! T7 u
part of the then outstanding Preferred Shares Series 18, at the Bank’s option0 |5 q; [& L+ h" f! g d3 |. p, [5 ? T
without the consent of the holder, by the payment of an amount in cash for( s E& N6 J0 x; H# D- R, o% }
each such share so redeemed of $25.00 together with all declared and unpaid
# |) a% }: S; b! pdividends to the date fixed for redemption.: M7 b6 u4 q+ Q. w) L
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic ~4 m K; Y, Z l8 O
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have2 E1 _/ r* l+ X" j+ {
the right, at their option, to convert, on February 25, 2014 and on* V) A( w' U, X; ]$ L! r& r
S-43 }& |+ d" ~. x7 t0 Y( _
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
( c7 E* W. l# por all of their Preferred Shares Series 18 into an equal number of Preferred
# t7 z0 p& j- j0 I% a, C4 @, vShares Series 19 upon giving to the Bank notice thereof not earlier than: p' V. }. n6 y0 K! a8 I
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day% M; Y( C# ?# x% _# v8 T/ R/ R
preceding, a Series 18 Conversion Date.* r4 F" v e5 Q
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
9 T! }& R- f; qProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
5 x* Y! v: ~: u5 `/ RSeries 19, as the case may be, that there would be outstanding on such
; o9 y8 p/ ~2 U4 SSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,4 a1 V! r% n* Y; L( [
such remaining number of Preferred Shares Series 18 will automatically be
) j) G, U# V% @; X+ r( Rconverted on such Series 18 Conversion Date into an equal number of
9 T# Q5 Y/ Z p# ?Preferred Shares Series 19. Additionally, if the Bank determines that, after
# X$ y& m# b* @, A! Jconversion, there would be outstanding on such Series 18 Conversion Date- f) H' ^2 @6 ^
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares' p3 h. l6 R/ J, ]
Series 18 will be converted into Preferred Shares Series 19.
% x, {* `& {& _% M1 L2 gVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares# ~/ ~& H. x6 p
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
& @0 v5 {1 `1 \9 ~& kany meeting of the shareholders of the Bank unless and until the first time at- B) r" d6 e( ]) B; J
which the Board of Directors has not declared the whole dividend on the
& ^3 {- R0 O2 {, wPreferred Shares Series 18 in any quarter. In that event, subject as4 m& g$ b) {2 f: k
hereinafter provided, the holders of Preferred Shares Series 18 will be
9 s7 ?6 c2 i) n9 k c! l0 L$ Ventitled to receive notice of, and to attend, meetings of shareholders at which
- x- {' Z3 w! y% e/ S5 edirectors of the Bank are to be elected and will be entitled to one vote for
7 V5 \0 f- a" ~9 D; E) weach Preferred Share Series 18 held. The voting rights of the holders of the$ ~" V5 e x% n9 l
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of# `& X, O1 B# ?" @$ v- L
the first dividend on the Preferred Shares Series 18 to which the holders are: e- X' ]( M. p" B* M$ k
entitled thereunder subsequent to the time such voting rights first arose until
! q, X" m M9 A* lsuch time as the Bank may again fail to declare the whole dividend on the
( [8 v/ ^$ d& {Preferred Shares Series 18 in respect of any quarter, in which event such
2 X4 V2 ~0 W, H' H0 ~- c9 b* J) rvoting rights will become effective again and so on from time to time.! d+ R2 [- J/ n( w6 M
Principal Characteristics of the Preferred Shares Series 19, x, P# }# ~8 N& ]5 B4 g4 s/ ^
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive4 R6 i0 _+ ]" w
floating rate non-cumulative preferential cash dividends, as and when& ^- o+ n/ d1 S8 k) F" ^
declared by the Board of Directors, subject to the provisions of the Bank Act,+ F( W! |1 Y, r# Z, I
payable quarterly on the 25th day of February, May, August and November
& z: v" y v/ I# L J% Kin each year, in the amount per share determined by multiplying the$ `( r- @' F& [
applicable Quarterly Floating Dividend Rate by $25.00.
$ v4 R5 l o* A+ V# `On the 30th day prior to the commencement of the initial quarterly dividend$ q6 l& C. Z7 E
period beginning on February 25, 2014, and on the 30th day prior to the first
3 n# n& [$ h2 ~7 t4 vday of each subsequent quarterly dividend period (the initial quarterly+ i9 P7 B6 P' r! U' d9 f* f
dividend period and each subsequent quarterly dividend period is referred to
+ W% T) e$ ]! E* d- Mas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
. [1 D* B. N+ o$ {( f tQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate* h; Y* D4 N% s0 i" d
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the, {/ M; X' Z8 M1 N1 z
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days6 e9 Y7 X# c; M7 u3 j" I
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
6 a* o! {3 [0 t" [- W, ]5 sdetermined on the 30th day prior to the first day of the applicable Quarterly* o7 l- Y6 S' s- e
Floating Rate Period.
9 @; S6 e9 s S! g7 nS-5
! ?( o) b! M) n" W4 G0 d9 j& G) z8 ~* u4 _If the Board of Directors does not declare a dividend, or any part thereof, on& H+ |8 g3 T( h6 j) c3 ~
the Preferred Shares Series 19 on or before the dividend payment date for a' g; r# }# O$ ]) p! l
particular quarter, then the entitlement of the holders of the Preferred
8 W+ s6 H& a/ p' B* v$ W- gShares Series 19 to receive such dividend, or to any part thereof, for such/ O* \3 ~- d. G, H/ e: h/ L
quarter will be forever extinguished.; w d' J$ f# [, \; i) r8 |$ |/ \
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the0 [: s6 ^4 d5 D' L+ M
Superintendent and to the provisions described below under the heading
3 x' K" q4 ?3 ]% ~% A/ y# G‘‘Details of the Offering — Certain Provisions of the Preferred Shares
. f6 Z9 K& }* h$ |. i; D ?Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,7 W- B1 M3 E& a' \6 b
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
1 I( } w. z) z4 F- zor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
8 I9 L2 }6 p; k1 xoption without the consent of the holder, by the payment of an amount in
5 w) _' F4 c, j* dcash for each such share so redeemed of (i) $25.00 together with all declared
4 K. Q0 u% c. ]# K' F: cand unpaid dividends to the date fixed for redemption in the case of
: C/ p+ l8 t, p! `9 t2 e. E/ B" oredemptions on February 25, 2019 and on February 25 every five years
; ~0 O+ Z7 F2 gthereafter, or (ii) $25.50 together with all declared and unpaid dividends to( {4 G+ L2 Z7 j1 l
the date fixed for redemption in the case of redemptions on any other date& z6 l% o) V7 E$ x! `4 @+ f, K
on or after February 25, 2014.& k: [( O* B7 v
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
# ^$ C& S3 s& r+ L2 K2 [$ OShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
, i" [7 l) A1 w4 A9 f9 T: vthe right, at their option, to convert, on February 25, 2019 and on
# M6 A7 W7 {) u$ \February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
/ T0 e* p9 I @or all of their Preferred Shares Series 19 into an equal number of Preferred
9 I& L8 Y8 }" x }6 \7 V2 tShares Series 18 upon giving to the Bank written notice thereof not earlier p1 U; l! Q: C; U
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the! B! w; [: S1 W
15th day preceding, a Series 19 Conversion Date.
( ~- r3 P* n5 v+ U( X% s; I' p- gAutomatic Conversion If the Bank determines, after having taken into account all shares tendered ~$ b) I4 P* y6 @; b* n
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares% k* O8 I; I# b; s; {6 ]
Series 18, as the case may be, that there would be outstanding on such3 o* N2 T7 M: N" I9 ~8 Y
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
! O& d2 ^, Z4 ^! _5 v. M0 isuch remaining number of Preferred Shares Series 19 will automatically be% W7 A( F: M3 X, F* w k7 O, Z/ D
converted on such Series 19 Conversion Date into an equal number of& g2 S' w& o+ D2 C3 q% U
Preferred Shares Series 18. Additionally, if the Bank determines that, after
7 j4 H8 |" `/ M. q" Z5 R. sconversion, there would be outstanding on such Series 19 Conversion Date
2 F( o7 _+ t4 bless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
& G" H. X0 c# X( X: L1 \Series 19 will be converted into Preferred Shares Series 18.+ ~5 O% [( n! E5 d Z1 G
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
4 y8 P* A) B) k1 M# w7 b& Z( I; wSeries 19 will not be entitled as such to receive notice of, attend, or vote at,: h& P, a$ U# M
any meeting of the shareholders of the Bank unless and until the first time at( s$ I( _' Q% E5 {* a! i2 y& {) F6 h
which the Board of Directors has not declared the whole dividend on the
: B: E: V, i. c! h; [# HPreferred Shares Series 19 in any quarter. In that event, subject as
" J) m$ w4 o, ?& g/ K* u2 C; C! `. Nhereinafter provided, the holders of Preferred Shares Series 19 will be
7 [' @: {7 r' O$ D* f- R. `entitled to receive notice of, and to attend, meetings of shareholders at which
. i6 p/ o# n& H$ K) p/ b( ?directors of the Bank are to be elected and will be entitled to one vote for8 t# I; C8 x/ H9 P
each Preferred Share Series 19 held. The voting rights of the holders of the
2 n. |# \5 { y& J+ Q( r% S7 y9 N+ rPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
9 W9 U* e* I6 X( w) [the first dividend on the Preferred Shares Series 19 to which the holders are6 i" z }. C7 A4 ?6 v6 s8 r4 w2 V% ]
entitled thereunder subsequent to the time such voting rights first arose until4 }/ j% U( K. A: h+ c: N
such time as the Bank may again fail to declare the whole dividend on the. [9 M( i; A# i+ O- A
Preferred Shares Series 19 in respect of any quarter, in which event such
7 J H8 B5 ]3 r1 H$ pvoting rights will become effective again and so on from time to time.$ Q7 ^2 u0 g8 d
S-6
* n$ v0 G$ q l" ePriority: The preferred shares of each series of the Bank will rank on a parity with
9 w: a. }/ L, D3 i9 Bevery other series and are entitled to preference over the common shares of
6 g/ w. E8 k ]the Bank and over any other shares of the Bank ranking junior to the
7 M8 y% y+ T3 R! V) A2 epreferred shares with respect to the payment of dividends and upon any6 v% N" Y% y1 O
distribution of assets in the event of the liquidation, dissolution or
" ^- g7 Q* F; j6 T z- Mwinding-up of the Bank.3 v& x4 U4 v9 w( B0 s$ W
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under: e \4 m8 }6 T5 D8 L
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares' J/ O; y6 ?# M6 B- n% q5 W
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
. u6 N1 s) J; \$ e' [5 h* B# N8 Edividends received on such shares under Part IV.1 of such Act. |
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