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发表于 2008-11-29 16:58
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下面是BMO的:
# \# _* ?! O; z* H0 L7 h* ASUMMARY OF THE OFFERING# a0 D0 j7 R9 S9 A/ O, E8 G: r
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’’.
! K' z! x; Q+ o; `" U. cIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.3 E% w5 |& p% L/ _
Amount: $150,000,000 (6,000,000 shares).) j. c+ F: K! ~) X, B. |
Price and Yield: $25.00 per share to yield initially 6.50% per annum.3 j/ m2 t; m' m+ T' o! _3 A& p6 j
Principal Characteristics of the Preferred Shares Series 18
- z) G3 o( M: |7 g$ c0 `+ yDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
. Q& k0 A* {4 I9 V0 Xnon-cumulative preferential cash dividends, as and when declared by the; U! a0 t5 E. l8 K/ n, k) b
Board of Directors, subject to the provisions of the Bank Act, for the initial% y8 m1 X+ S0 v7 p! Z, Z
period commencing on the closing date and ending on and including$ L7 {4 h) d* o9 u/ e4 I* R& Z% A" q
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
; [$ @, z8 E: X) p3 Z25th day of February, May, August and November in each year, at a rate% C# ]' u* H4 L4 O0 D8 L& K+ D
equal to $0.40625 per share. The initial dividend, if declared, will be payable: Q( x2 Z5 M# [
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
$ Y- m1 [' F8 L# i1 xdate of December 11, 2008.
' a# u. k( o$ W0 E. g$ D1 RFor each five-year period after the Initial Fixed Rate Period (each, a' L- V2 G r$ s. Q% N
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
8 [: P5 u# o4 y' f: x/ mSeries 18 will be entitled to receive fixed non-cumulative preferential cash
4 C% a7 d3 J, |dividends, as and when declared by the Board of Directors, subject to the$ B2 n+ ^) k( t z/ T! Z
provisions of the Bank Act, payable quarterly on the 25th day of February,1 k5 C& m. O: j+ A' c
May, August and November in each year, in the amount per share per annum. X7 h. A" j9 Q7 d, f0 }: q
determined by multiplying the Annual Fixed Dividend Rate applicable to: |( H: E, x: n. R# J
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend2 l4 U" n' Q# _2 o7 b* ]
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the9 J7 U1 v, J$ M) s
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day' R( O$ M9 C1 C5 ]6 ?& g
of such Subsequent Fixed Rate Period and will be equal to the sum of the+ m3 v3 q ]; B5 ^0 e
Government of Canada Yield on the applicable Fixed Rate Calculation Date
3 B( v$ @4 Q7 a0 A. E5 Jplus 3.83%.0 { C/ P" d! J9 A+ Z3 z! h) J
If the Board of Directors does not declare a dividend, or any part thereof, on7 _% D, {! W# A+ y0 ?8 W9 E/ u
the Preferred Shares Series 18 on or before the dividend payment date for a7 V" n& Z0 W% \0 J# \
particular quarter, then the entitlement of the holders of the Preferred
+ C+ G* v0 }( a' O/ eShares Series 18 to receive such dividend, or to any part thereof, for such _$ Y; l* ?9 B( i+ \
quarter will be forever extinguished.
! a2 G& g4 C& C4 O _. ~" VRedemption: Subject to the provisions of the Bank Act and to the prior consent of the0 s. d8 `$ J) M# T% u3 a* _
Superintendent and to the provisions described below under ‘‘Details of the
) w* @/ w6 _$ K8 _# nOffering — Certain Provisions of the Preferred Shares Series 18 as a5 ?0 P7 y' Q7 h2 M4 r! l
Series — Restrictions on Dividends and Retirement of Shares’’, on# e) d/ N. T! r" }: G# U5 p
February 25, 2014 and on February 25 every five years thereafter, on not
' i; v, J H1 ymore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
* \- @ O9 x+ I& h5 ?$ Dpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
' k1 @9 ?8 k! |9 Y% l& c) U% Hwithout the consent of the holder, by the payment of an amount in cash for8 \9 ^0 d$ k2 m1 X# W" D% f+ v
each such share so redeemed of $25.00 together with all declared and unpaid
* ^. X) o2 n" i+ y7 n" T0 d8 ndividends to the date fixed for redemption.
7 H+ F" X5 R' s* k) G! c7 r0 kConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic! L- {2 X9 Q5 w! L5 |$ z i- Z
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have% o; [0 F/ d; g2 s* v f
the right, at their option, to convert, on February 25, 2014 and on2 F! Y0 r. {. ~1 x8 [1 @
S-4
8 q% i) H0 N" QFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
8 }& ?/ |1 i& \2 u6 g; P! ?or all of their Preferred Shares Series 18 into an equal number of Preferred
! P4 e# H: }6 `& i& j; c# ?+ y% nShares Series 19 upon giving to the Bank notice thereof not earlier than
; I0 s& A. z- D/ ]! O- n" q) \! n30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day2 ^! o% _! |" h5 L$ T
preceding, a Series 18 Conversion Date.( I! k2 ^1 S7 R% t# v9 P
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
: N) n- x4 V- j. Y9 I, UProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
o* D& H+ y) @Series 19, as the case may be, that there would be outstanding on such
0 N3 W/ J! p* S* A: Z: L$ cSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
% m$ E' y! J5 j& z0 J/ L9 _, s: p' x/ m! isuch remaining number of Preferred Shares Series 18 will automatically be
6 C* c/ R/ ^1 u2 f' e1 bconverted on such Series 18 Conversion Date into an equal number of
/ E3 k4 P# r/ h: i! S0 N, C4 a" DPreferred Shares Series 19. Additionally, if the Bank determines that, after f# F" I2 m$ B9 d. @
conversion, there would be outstanding on such Series 18 Conversion Date
; g, w; t. R" vless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
t; x2 I% }) p8 p4 Y- jSeries 18 will be converted into Preferred Shares Series 19.8 g, F1 ~7 I+ q9 c4 \
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
3 l& [! c# @, eSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
) t7 a, T# C0 v7 E' V( j* r; kany meeting of the shareholders of the Bank unless and until the first time at
: }+ V4 {* }0 Q8 q+ K' u+ Qwhich the Board of Directors has not declared the whole dividend on the& |: y1 W1 E( [8 @
Preferred Shares Series 18 in any quarter. In that event, subject as$ I5 A' q, B3 ?3 l7 c
hereinafter provided, the holders of Preferred Shares Series 18 will be
0 q: r% M. j! W+ jentitled to receive notice of, and to attend, meetings of shareholders at which, Z# Z$ J; a& P$ s) E
directors of the Bank are to be elected and will be entitled to one vote for
6 |% a+ [8 Y+ zeach Preferred Share Series 18 held. The voting rights of the holders of the
: w! f7 I9 v$ x4 |0 yPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
1 A6 ?/ Z3 _/ f) M# H, lthe first dividend on the Preferred Shares Series 18 to which the holders are; H: m" O0 h( b# ^( q# w7 T
entitled thereunder subsequent to the time such voting rights first arose until
# b, ^) x! Y& wsuch time as the Bank may again fail to declare the whole dividend on the! E; C7 e7 S P
Preferred Shares Series 18 in respect of any quarter, in which event such9 a1 b( U# Y( }
voting rights will become effective again and so on from time to time.
" V" n" y. A) p; E+ t3 Q. d5 S: DPrincipal Characteristics of the Preferred Shares Series 19
8 p& m6 L, q0 _5 DDividends: The holders of the Preferred Shares Series 19 will be entitled to receive+ \% D3 t5 x$ y
floating rate non-cumulative preferential cash dividends, as and when
, \$ t7 \. z6 ]/ |- s. E' R, @declared by the Board of Directors, subject to the provisions of the Bank Act,# [$ d8 H9 `4 T$ r/ Y
payable quarterly on the 25th day of February, May, August and November
3 }1 J+ k- H! y/ j' O3 Yin each year, in the amount per share determined by multiplying the2 z. x' I# `& l/ x+ ~; u
applicable Quarterly Floating Dividend Rate by $25.00.( s3 `# O/ ^) F( ?$ O' K1 h1 j) ^
On the 30th day prior to the commencement of the initial quarterly dividend
! A' Z' I2 p" ?! `& Uperiod beginning on February 25, 2014, and on the 30th day prior to the first1 h9 l7 z- b _+ L! Z8 S" C* _
day of each subsequent quarterly dividend period (the initial quarterly& [8 [: |' r O# ^: c
dividend period and each subsequent quarterly dividend period is referred to4 k; u5 X+ \( ~. @
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the( F" _7 w" g0 E4 q+ e/ m4 b
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
" f, n, l, s. D' Q( j! sPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the2 ^% u- C% b( z9 b( F0 P8 Q
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days, t6 L! u! r; a+ v$ V2 Z8 W
elapsed in the applicable Quarterly Floating Rate Period divided by 365)2 V, I2 a3 J0 ~& E9 w
determined on the 30th day prior to the first day of the applicable Quarterly
$ \0 ~% R. A6 J# B* V oFloating Rate Period.& j# s* u; P% C* S- L
S-50 f5 g {; {$ B7 c6 w; m7 P8 A D1 q
If the Board of Directors does not declare a dividend, or any part thereof, on
0 ~( r1 D5 m+ e" ~/ Dthe Preferred Shares Series 19 on or before the dividend payment date for a4 c* _0 f" B0 U) J9 Q2 ?9 {
particular quarter, then the entitlement of the holders of the Preferred; M5 v% ]# N+ s, F8 I8 p
Shares Series 19 to receive such dividend, or to any part thereof, for such0 f t H; [% D
quarter will be forever extinguished.' w2 L) H* W" g' f3 M
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
: t# d2 ]$ Q6 e& \6 k6 E, ESuperintendent and to the provisions described below under the heading$ G1 p2 r! b5 A" Y" f* o# b8 g& p
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
6 n2 u9 w0 U8 h. ~Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,- B. B2 ~) ]( d( I/ n
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all& ~) p1 \- i; O3 _8 @ J
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
+ O: ~5 p3 C3 a9 X% moption without the consent of the holder, by the payment of an amount in2 N& }: \% T2 k; m
cash for each such share so redeemed of (i) $25.00 together with all declared
) e3 ^ e/ ^8 l0 H, a l7 X2 R% Nand unpaid dividends to the date fixed for redemption in the case of
, v Q/ {/ g% tredemptions on February 25, 2019 and on February 25 every five years' \0 N6 m8 c( @8 t8 D+ d
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to5 r6 {( W7 {# o- ]: y
the date fixed for redemption in the case of redemptions on any other date
; @$ O1 Z5 ~" e' ~/ q. t6 d2 Ron or after February 25, 2014.
( C* G9 N" \) I. g* [Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
( N0 u- r# L9 v/ ^; T, QShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
. T7 [7 u$ |* m- P" X7 S) D' zthe right, at their option, to convert, on February 25, 2019 and on4 Y p4 U; t/ c% [
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
9 B9 @0 A. |5 ~1 ^2 |or all of their Preferred Shares Series 19 into an equal number of Preferred
9 }. h2 F; {4 `* y4 o9 \; s' cShares Series 18 upon giving to the Bank written notice thereof not earlier" b! V$ b: G: w: [5 {, {
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the- c3 |+ N: F/ L, ^+ G( a: s0 U
15th day preceding, a Series 19 Conversion Date.
+ k, S, X! @0 @' |Automatic Conversion If the Bank determines, after having taken into account all shares tendered- i" T; }+ Z& f
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
b3 v3 _' M |+ J3 `$ oSeries 18, as the case may be, that there would be outstanding on such
' e; r: f* h: F( hSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
3 \, F5 v( U3 C# nsuch remaining number of Preferred Shares Series 19 will automatically be
1 ?. H$ x# j* o; G) S7 C/ Zconverted on such Series 19 Conversion Date into an equal number of
' ~/ U5 D# {& W- }/ y Q/ s/ JPreferred Shares Series 18. Additionally, if the Bank determines that, after
% w* }9 Q- ?7 ^) R) Xconversion, there would be outstanding on such Series 19 Conversion Date. [) C d4 c# m! E
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares$ J) m4 ~" k# |( D9 [
Series 19 will be converted into Preferred Shares Series 18.
+ H( f/ I6 v8 o! T: }! ~# hVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ p+ C* R& c7 K: y7 g |
Series 19 will not be entitled as such to receive notice of, attend, or vote at,9 W. P' o4 z; D& m5 T! A
any meeting of the shareholders of the Bank unless and until the first time at
$ V2 `* g; }& fwhich the Board of Directors has not declared the whole dividend on the9 E$ e! G8 y2 m9 Y& E Z
Preferred Shares Series 19 in any quarter. In that event, subject as( ?$ _! L, Q- i1 |
hereinafter provided, the holders of Preferred Shares Series 19 will be8 H$ m' k( z/ ?3 C
entitled to receive notice of, and to attend, meetings of shareholders at which( H a( V* D6 W; Z6 K1 J+ D
directors of the Bank are to be elected and will be entitled to one vote for
- ^1 r* b5 }) _each Preferred Share Series 19 held. The voting rights of the holders of the& {( S6 G$ H. f, t% U
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
* W# T& S9 T7 K: x0 p) Mthe first dividend on the Preferred Shares Series 19 to which the holders are/ A$ r% s1 s+ Y" D1 s8 R: L* j
entitled thereunder subsequent to the time such voting rights first arose until
3 J/ v. a* H$ gsuch time as the Bank may again fail to declare the whole dividend on the
& T0 d+ t; @& }5 O4 APreferred Shares Series 19 in respect of any quarter, in which event such
! _ b1 S5 {$ c: l! Yvoting rights will become effective again and so on from time to time.8 @% E0 n- l% r0 F
S-6* b" J% k; w$ H
Priority: The preferred shares of each series of the Bank will rank on a parity with
! {7 W$ ]% l1 { k, C; Fevery other series and are entitled to preference over the common shares of% S- ?, D/ W. u7 d1 Z, |) A& e
the Bank and over any other shares of the Bank ranking junior to the
$ }* M C+ N* B1 R) B, vpreferred shares with respect to the payment of dividends and upon any$ r3 r7 B: P; l3 l/ u6 ]
distribution of assets in the event of the liquidation, dissolution or
) J# V" X9 i; Owinding-up of the Bank.
) B; E9 a3 B8 YTax on Preferred Share The Bank will elect, in the manner and within the time provided under
( P6 ~( k0 l. w+ ]* cDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares" A4 l6 M& }# [
Series 18 and Preferred Shares Series 19 will not be required to pay tax on3 Z3 a* }4 N+ N% ?0 U, p
dividends received on such shares under Part IV.1 of such Act. |
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