 鲜花( 26)  鸡蛋( 0)
|

楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的:
& {# C& k- o: s- x8 `: D1 cSUMMARY OF THE OFFERING
3 s' d/ Z( T: |! g1 T& U1 e) WThis 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 |+ s h! f X3 k! D* I6 rIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
9 r _, S3 ?9 HAmount: $150,000,000 (6,000,000 shares).& w' G( v, \/ ~6 P, I R1 t
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
- o- S* g0 e/ [0 E. Q1 ^" `1 A) MPrincipal Characteristics of the Preferred Shares Series 18* }2 T" d3 X& y6 P8 I
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
' L* F7 k2 ?4 e% | x8 znon-cumulative preferential cash dividends, as and when declared by the
- e9 U: i3 S, S" a% P! ]& k) jBoard of Directors, subject to the provisions of the Bank Act, for the initial
2 J N. [- B# c. u) `- d% H$ Gperiod commencing on the closing date and ending on and including2 {% Y! c: v4 Q( R( W$ ^
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
; X8 E. @; \! ], \& F25th day of February, May, August and November in each year, at a rate
. N' t; v' n8 S5 v7 [$ B/ V aequal to $0.40625 per share. The initial dividend, if declared, will be payable
' |" B' |& h5 \8 Z$ u$ j/ pMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
( I. T# a# H6 ~! u0 K/ x x# u+ _date of December 11, 2008.
# u: l3 n p& j/ ]" J w" Y4 VFor each five-year period after the Initial Fixed Rate Period (each, a
) F h `+ P7 S) \1 k‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares3 r) G& @; Q2 p+ l9 t$ e
Series 18 will be entitled to receive fixed non-cumulative preferential cash+ s' t# S! d. R6 p& m+ ]" `
dividends, as and when declared by the Board of Directors, subject to the
" R1 j( n) Q8 j0 J1 ]9 Nprovisions of the Bank Act, payable quarterly on the 25th day of February,1 d2 j5 p6 Q) K4 A; ?& y
May, August and November in each year, in the amount per share per annum$ B- \7 m3 I s# ]" Z. z
determined by multiplying the Annual Fixed Dividend Rate applicable to# I% x" ]0 l: J5 {; `
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend2 g: ]+ t+ j7 l- E
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the V+ g ^6 S N
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
# a9 F6 m% z1 i2 nof such Subsequent Fixed Rate Period and will be equal to the sum of the
- e# l$ y0 u9 j9 d$ f0 qGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
9 A) t" f( g2 w- l; pplus 3.83%.
; [! h" e c2 |3 z0 }' y1 h* AIf the Board of Directors does not declare a dividend, or any part thereof, on' m8 H( e9 T6 \9 E' E3 @( g: B
the Preferred Shares Series 18 on or before the dividend payment date for a
0 j1 Q$ Y* g0 }5 @, c/ a6 Bparticular quarter, then the entitlement of the holders of the Preferred: l& I- C% ~# k4 h
Shares Series 18 to receive such dividend, or to any part thereof, for such
( N2 B6 j* J V- F6 |quarter will be forever extinguished.* n8 ]8 m1 }/ L7 E, E
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the& o* W' m* m1 Z2 p D
Superintendent and to the provisions described below under ‘‘Details of the2 w5 ? x3 ]# ~( y/ w+ o' z) U
Offering — Certain Provisions of the Preferred Shares Series 18 as a4 j ^3 r- E* I9 w
Series — Restrictions on Dividends and Retirement of Shares’’, on
( Z4 t* U: R1 Q/ l9 ?February 25, 2014 and on February 25 every five years thereafter, on not
& T/ w2 a5 u! ?+ O% `- jmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
: ?3 O" R7 ^* U) l) F# epart of the then outstanding Preferred Shares Series 18, at the Bank’s option
" _6 X+ Z% Z7 i; l: D# M8 W# U! s% lwithout the consent of the holder, by the payment of an amount in cash for
8 Y: J' A! p3 I7 D% n- v# {each such share so redeemed of $25.00 together with all declared and unpaid
3 t9 b# a- H# J: f, H3 e4 Ndividends to the date fixed for redemption.* F( k3 j$ x7 H8 e8 I
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
8 F: {+ R9 U$ F2 u! a. ?" oShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have' f! v9 \! u( \4 }3 E" J
the right, at their option, to convert, on February 25, 2014 and on+ u7 j3 H7 y8 Z+ e& k* w: D. {$ B
S-4
5 `( n- w+ d. F" x- G9 k# JFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
5 [) ~5 C6 q0 g; f" r! m. for all of their Preferred Shares Series 18 into an equal number of Preferred% M' I& }1 n! K+ z( h
Shares Series 19 upon giving to the Bank notice thereof not earlier than( M2 s" v$ `6 ], j, N+ A. P0 `
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day% p# L+ J! c8 Y9 z" U7 P
preceding, a Series 18 Conversion Date.
" ]$ B0 l5 \+ Q8 d+ P8 b: R( ^' kAutomatic Conversion If the Bank determines, after having taken into account all shares tendered8 q# N+ K1 m" @5 F
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares5 k& t$ F1 x; d& i7 G( W
Series 19, as the case may be, that there would be outstanding on such
' b+ S' ?* U' v: e" L+ FSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
( S1 \' N+ ~& p$ s' f: ~such remaining number of Preferred Shares Series 18 will automatically be
9 |! z# W! g( f6 f. j% F' U9 yconverted on such Series 18 Conversion Date into an equal number of
' x* y- c# V" k' VPreferred Shares Series 19. Additionally, if the Bank determines that, after& v/ o0 |7 [, c5 n
conversion, there would be outstanding on such Series 18 Conversion Date8 m, W" h% [% g7 A, v* |% ]' h
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares: U% {* P0 [7 F) Q8 n
Series 18 will be converted into Preferred Shares Series 19.
6 A$ P% I/ w8 n3 FVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 q# p3 D5 K7 t
Series 18 will not be entitled as such to receive notice of, attend, or vote at,1 M; I7 k; q& O+ @
any meeting of the shareholders of the Bank unless and until the first time at
0 d7 |( g# F$ M' Owhich the Board of Directors has not declared the whole dividend on the
: j* n0 N) q8 v3 x8 X: c/ \Preferred Shares Series 18 in any quarter. In that event, subject as
% q4 z4 e9 `+ J5 q( Y' a- k3 fhereinafter provided, the holders of Preferred Shares Series 18 will be8 j# f* M' W4 g5 [" M/ u* A; K
entitled to receive notice of, and to attend, meetings of shareholders at which6 @ {7 q) b# T9 |
directors of the Bank are to be elected and will be entitled to one vote for
9 O5 F! p' r1 K1 c+ u/ Neach Preferred Share Series 18 held. The voting rights of the holders of the
( U) u6 o( F: t9 c3 F- {Preferred Shares Series 18 will forthwith cease upon payment by the Bank of0 U. I7 W' I7 |/ h( L
the first dividend on the Preferred Shares Series 18 to which the holders are
. b5 E+ N6 x- f& L( [2 Aentitled thereunder subsequent to the time such voting rights first arose until/ Q G* A/ W( `) B' }' R
such time as the Bank may again fail to declare the whole dividend on the8 @! x) z8 h4 G& D& v
Preferred Shares Series 18 in respect of any quarter, in which event such
( @# V0 S- n1 {0 D/ dvoting rights will become effective again and so on from time to time.
( W) j$ s) t. t0 a4 QPrincipal Characteristics of the Preferred Shares Series 19
" w' j. {) g) _0 v- C$ `- Y) NDividends: The holders of the Preferred Shares Series 19 will be entitled to receive% K+ U& ^% A1 b) R% m$ S
floating rate non-cumulative preferential cash dividends, as and when+ l$ b6 U# B: P2 r, e
declared by the Board of Directors, subject to the provisions of the Bank Act,7 k& N% O; D$ y1 \+ o
payable quarterly on the 25th day of February, May, August and November
9 v7 b: \& L+ T1 z" j& f. Zin each year, in the amount per share determined by multiplying the6 Q1 L* Q& r# L" \6 ^ w, R4 F) E
applicable Quarterly Floating Dividend Rate by $25.00.# @# p; s4 O8 D1 x
On the 30th day prior to the commencement of the initial quarterly dividend6 d: F' X/ c+ X4 z/ R" X$ z4 Y3 R
period beginning on February 25, 2014, and on the 30th day prior to the first/ O" D$ X5 y( d; x
day of each subsequent quarterly dividend period (the initial quarterly7 k8 |! y+ c0 P; R y
dividend period and each subsequent quarterly dividend period is referred to
+ I, F1 m) D% x- X% sas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the5 [3 ~" M! B6 _0 H% ~% A2 B
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
8 u1 I% ~7 @4 t" _& E" n, }) r: A9 VPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
- F `4 w1 _, g; }6 [9 ST-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
# q# l: B, r" ]3 kelapsed in the applicable Quarterly Floating Rate Period divided by 365)
/ N& L. A+ q" |determined on the 30th day prior to the first day of the applicable Quarterly5 @& s# @$ o3 ^
Floating Rate Period.' {% p Z- B- o7 I9 J1 h$ ?
S-5! V& j! P1 j0 d3 z) M4 c
If the Board of Directors does not declare a dividend, or any part thereof, on
0 g6 C0 V, ]! T: n5 @the Preferred Shares Series 19 on or before the dividend payment date for a N, e! U, ^ n+ y4 T
particular quarter, then the entitlement of the holders of the Preferred- C' ^0 i8 g, a( V( ]
Shares Series 19 to receive such dividend, or to any part thereof, for such
8 q" Q4 u" ~* u+ S: y& C3 X9 dquarter will be forever extinguished.9 `$ s9 J8 |5 {/ t4 A
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the% ~+ R# |3 |/ R9 g( D
Superintendent and to the provisions described below under the heading
% q' H( S. |- q; a‘‘Details of the Offering — Certain Provisions of the Preferred Shares+ j* C; Q9 n. z: _7 t5 I
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
5 k+ O; n3 D/ b6 B. ton not more than 60 nor less than 30 days’ notice, the Bank may redeem all
- ^$ m; R0 Z" D( c/ cor any part of the then outstanding Preferred Shares Series 19, at the Bank’s. d* \/ L$ [ \2 h; u2 M
option without the consent of the holder, by the payment of an amount in
/ y: |3 Y7 }* T+ X o6 m: G- a zcash for each such share so redeemed of (i) $25.00 together with all declared8 V5 U$ x" x: J- ^
and unpaid dividends to the date fixed for redemption in the case of
{2 Y6 k4 w- X. [( _( a0 }redemptions on February 25, 2019 and on February 25 every five years
- F7 o0 U- w( R; w( w t( qthereafter, or (ii) $25.50 together with all declared and unpaid dividends to0 M/ @: Y! U% z. a
the date fixed for redemption in the case of redemptions on any other date4 o+ R* R& z. ?$ c5 F
on or after February 25, 2014.
0 D/ i8 B3 A! f6 o; PConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
8 g% U# U" y4 A8 M0 SShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
( O3 h2 a% o: a! R& y; q7 Cthe right, at their option, to convert, on February 25, 2019 and on
! ]6 z. N' }/ B) ^, a# A4 JFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any/ Y9 T0 Q/ I. R8 J a' G
or all of their Preferred Shares Series 19 into an equal number of Preferred
7 H, g. G% V; j7 J1 J5 z% {Shares Series 18 upon giving to the Bank written notice thereof not earlier
7 f3 M& k2 B. ?' c5 a" ]6 [than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the: v0 x$ I/ T, Y' w/ ^$ H6 ^4 T
15th day preceding, a Series 19 Conversion Date.; j* y3 v, `$ P* E8 Q0 X. Z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered9 V( w" `+ _* V @) P
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
6 P, @8 j8 c5 t) u. v |+ gSeries 18, as the case may be, that there would be outstanding on such
0 e! T4 H. Y% ~$ U; I$ n+ s" VSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
! a2 c: r+ Q- B. I9 N" { J4 \' ]such remaining number of Preferred Shares Series 19 will automatically be0 b/ D7 V9 W- W& x! P
converted on such Series 19 Conversion Date into an equal number of
. S% M; a% k1 Q8 JPreferred Shares Series 18. Additionally, if the Bank determines that, after
3 n! y- i$ \6 Aconversion, there would be outstanding on such Series 19 Conversion Date4 v0 ]7 P7 C* N+ k% G/ q8 i6 `
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
" ] G9 I7 G" e! bSeries 19 will be converted into Preferred Shares Series 18.! t. G( z$ P+ r
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
) O: K& l6 \" d' NSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
$ S! H6 Y9 h% I/ H/ w3 e( gany meeting of the shareholders of the Bank unless and until the first time at$ U2 n# h/ y4 s% m/ o e$ @
which the Board of Directors has not declared the whole dividend on the
6 I \6 u. g1 z) ^7 J# d3 EPreferred Shares Series 19 in any quarter. In that event, subject as" t1 w6 k# H: b, D; [& F# U+ b
hereinafter provided, the holders of Preferred Shares Series 19 will be
' r" S) G: t+ ]entitled to receive notice of, and to attend, meetings of shareholders at which
2 U; E# l% d6 F( m% Zdirectors of the Bank are to be elected and will be entitled to one vote for
$ g' B. C; o# k/ L! d" Z1 N, leach Preferred Share Series 19 held. The voting rights of the holders of the
: ` Y1 l2 x4 X- S- DPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
. H2 F3 E9 q! U! I1 Ythe first dividend on the Preferred Shares Series 19 to which the holders are
* n1 E% ~ O" C+ V8 m2 p2 [) v* `" bentitled thereunder subsequent to the time such voting rights first arose until
# n* [8 p6 a9 f f+ nsuch time as the Bank may again fail to declare the whole dividend on the
# D4 Q+ T8 G6 PPreferred Shares Series 19 in respect of any quarter, in which event such
, s1 D4 N+ ?" h- Q! |voting rights will become effective again and so on from time to time.8 H7 _( t' Y9 i1 v4 H1 }2 i' v9 k
S-6
5 R% Z$ `6 k3 X7 F8 a! ePriority: The preferred shares of each series of the Bank will rank on a parity with
g& _4 E6 Y7 B9 c7 J/ p) z. Mevery other series and are entitled to preference over the common shares of$ o( v2 Y. w1 ~
the Bank and over any other shares of the Bank ranking junior to the
, p: X$ z# F+ w/ B% xpreferred shares with respect to the payment of dividends and upon any r$ H4 [2 W4 F* P6 n
distribution of assets in the event of the liquidation, dissolution or
6 S" I0 _; A8 R" O w+ o! E# T/ k5 ~4 awinding-up of the Bank.
6 H0 I5 W8 \8 S9 |, A$ n, BTax on Preferred Share The Bank will elect, in the manner and within the time provided under
# B( x( u% I5 [* k8 ODividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares' N5 [9 j" x* M9 r: h' M
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
+ ^( S. b8 A; p% {2 Ndividends received on such shares under Part IV.1 of such Act. |
|