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发表于 2008-11-29 16:58
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下面是BMO的:
: }0 ~0 U- f# MSUMMARY OF THE OFFERING# N- s$ {8 L. K& v# H+ s# {
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’’.
+ ]3 {% Q' c0 CIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.# z$ O! m; d, i. p" y; W7 k- r# v
Amount: $150,000,000 (6,000,000 shares).
. @. d0 v* h/ X, `/ n, YPrice and Yield: $25.00 per share to yield initially 6.50% per annum.7 w7 R: A8 u7 |) {
Principal Characteristics of the Preferred Shares Series 18
4 ?- M- i" A5 k0 {Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed Z6 f! e3 W" c
non-cumulative preferential cash dividends, as and when declared by the
0 v3 h/ J. m& `, V+ g0 J6 [2 Y0 fBoard of Directors, subject to the provisions of the Bank Act, for the initial
; E$ |7 r. Z' t* lperiod commencing on the closing date and ending on and including
+ C. O7 ^6 Z* n8 W* dFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
, |- @" p; q$ K" L* Q% d25th day of February, May, August and November in each year, at a rate
]3 l9 n5 @, j' P6 Z: Y, [7 lequal to $0.40625 per share. The initial dividend, if declared, will be payable
* H. m8 E* D7 \! D5 ZMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing0 X1 g! x5 R; L# X, h
date of December 11, 2008.+ m) ~. G' Q/ r4 S. q- [3 D0 L
For each five-year period after the Initial Fixed Rate Period (each, a
. n0 z$ U. o6 q‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
* ^( @: Z6 I! U! M; OSeries 18 will be entitled to receive fixed non-cumulative preferential cash6 z1 i5 `4 W) G* h8 m; T" A% H" E
dividends, as and when declared by the Board of Directors, subject to the
/ b( ~2 S# B* J; C' qprovisions of the Bank Act, payable quarterly on the 25th day of February,
- }# B; W/ g' n' ]May, August and November in each year, in the amount per share per annum
$ W6 V# J. p! }% D% ]7 S6 Ldetermined by multiplying the Annual Fixed Dividend Rate applicable to Q% @* G, A, E
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend1 w2 {: e" v7 ~4 w# f
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the. V* [1 h( }& y2 l( A
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day. M: P: v( J C5 E9 q& a
of such Subsequent Fixed Rate Period and will be equal to the sum of the) f! G0 F6 _2 t T7 D
Government of Canada Yield on the applicable Fixed Rate Calculation Date+ T2 X( I2 @8 {" o. N
plus 3.83%.
3 ]$ g ^' W" Z# c3 C. oIf the Board of Directors does not declare a dividend, or any part thereof, on
$ b- D1 t h2 I$ X- }+ Fthe Preferred Shares Series 18 on or before the dividend payment date for a& ~- p7 x9 |# {2 W4 f' ^$ ~
particular quarter, then the entitlement of the holders of the Preferred8 ~3 M8 H3 N, N5 z I$ l
Shares Series 18 to receive such dividend, or to any part thereof, for such
0 V: A! n$ W: o6 ^) P, zquarter will be forever extinguished.
$ l9 [! Z, g1 y! B5 dRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
! s# a# E8 O0 j) x3 mSuperintendent and to the provisions described below under ‘‘Details of the2 {' @1 `: e+ h6 B3 y
Offering — Certain Provisions of the Preferred Shares Series 18 as a+ V5 g: G! O0 A$ i7 k
Series — Restrictions on Dividends and Retirement of Shares’’, on0 @4 ]9 N% m( _1 c
February 25, 2014 and on February 25 every five years thereafter, on not) V) p% X' ~$ o8 S# ]; N7 F x# v
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
- @- N. A# i0 ?" h! K! c' C: A0 Fpart of the then outstanding Preferred Shares Series 18, at the Bank’s option4 z% Z/ ^% N! B. T0 h" B
without the consent of the holder, by the payment of an amount in cash for4 ]/ J, u, A* F0 H: w" V2 C9 u
each such share so redeemed of $25.00 together with all declared and unpaid
2 p V; u9 M% I# B8 Zdividends to the date fixed for redemption.
8 X! z) a+ w5 \. ~Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic7 K% `: N9 {" p8 q
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have; n6 C0 J/ y* l; v4 h
the right, at their option, to convert, on February 25, 2014 and on) T$ h9 o3 \! y# j3 N' C$ o; D
S-4- Z4 z2 v0 N# w& x* j2 ?
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
- }* x8 E+ ~$ nor all of their Preferred Shares Series 18 into an equal number of Preferred5 g6 V+ F9 F- N
Shares Series 19 upon giving to the Bank notice thereof not earlier than6 m( ]: L! I% w5 }) @. V
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
( @1 t: [ s8 X% i3 q# D6 b( kpreceding, a Series 18 Conversion Date.; K$ |( {2 e6 I
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
4 ~) Y- |& z1 XProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
# h) N- o3 f: t/ c4 GSeries 19, as the case may be, that there would be outstanding on such
" [" F2 T6 {$ [, t: BSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
0 j" F6 k8 `" x4 F- r8 l, vsuch remaining number of Preferred Shares Series 18 will automatically be
8 y/ R0 n# Q- F3 m' }converted on such Series 18 Conversion Date into an equal number of- n) O) X. P9 }4 J3 E
Preferred Shares Series 19. Additionally, if the Bank determines that, after" s9 u% N& t! ` ^& `, y5 E; q
conversion, there would be outstanding on such Series 18 Conversion Date4 M/ h/ ]5 [/ W' v7 F- H3 I
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares$ D1 s+ c% Z) n5 V# J/ I- u7 W, z
Series 18 will be converted into Preferred Shares Series 19.' z2 f5 j: n! D: t
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( Y: G- q6 F: W) T
Series 18 will not be entitled as such to receive notice of, attend, or vote at," X" J- o) }( }: [
any meeting of the shareholders of the Bank unless and until the first time at
6 C b2 m2 b+ I# Owhich the Board of Directors has not declared the whole dividend on the" Q+ n3 c1 ^& w, O% u6 j; S1 s( f9 Y. T
Preferred Shares Series 18 in any quarter. In that event, subject as" W) `" X( K) G! A+ E- P+ A- b
hereinafter provided, the holders of Preferred Shares Series 18 will be
0 v+ N4 f( f) i% i! Bentitled to receive notice of, and to attend, meetings of shareholders at which3 p7 }& q4 T6 v' e0 n: w4 S
directors of the Bank are to be elected and will be entitled to one vote for+ \: L" \) R7 A: n" R x
each Preferred Share Series 18 held. The voting rights of the holders of the
6 _0 \+ v5 Q9 c( o( {Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
& E# f9 F1 B/ I2 a3 F8 n2 o9 xthe first dividend on the Preferred Shares Series 18 to which the holders are
/ u3 H- b& M) kentitled thereunder subsequent to the time such voting rights first arose until# y8 X4 m% `9 f% J8 ]) ?# Z' o1 o& C
such time as the Bank may again fail to declare the whole dividend on the
2 R6 M1 p# E8 PPreferred Shares Series 18 in respect of any quarter, in which event such) _' F- S2 G+ V6 M* c. q3 M
voting rights will become effective again and so on from time to time.
; b, m( K) n. P( k$ e/ QPrincipal Characteristics of the Preferred Shares Series 19
7 @$ ~8 p& S, T3 ?9 Q/ e4 lDividends: The holders of the Preferred Shares Series 19 will be entitled to receive) ]# _/ r! Z8 @) S* {. k( U
floating rate non-cumulative preferential cash dividends, as and when, X$ D% M1 \8 H! v8 u2 `) u
declared by the Board of Directors, subject to the provisions of the Bank Act,7 K# W& n" ^5 T
payable quarterly on the 25th day of February, May, August and November
3 J5 p& V, D' ]in each year, in the amount per share determined by multiplying the
, Z/ V0 x! O) qapplicable Quarterly Floating Dividend Rate by $25.00.
* [4 Y# C1 e# t. [On the 30th day prior to the commencement of the initial quarterly dividend+ i% ~6 r5 Z' e) B6 ]
period beginning on February 25, 2014, and on the 30th day prior to the first7 G J6 x3 U/ J6 r. _ I/ X
day of each subsequent quarterly dividend period (the initial quarterly3 z$ m: L2 S I/ A2 v0 Q& W7 |
dividend period and each subsequent quarterly dividend period is referred to2 F: k4 R6 Y5 \: X
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the) q# a1 X7 ?' Q9 [: F0 U" {/ h
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate* S+ H, a. O1 D* Y
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
3 i" F. o( ~. lT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days; @1 V5 m& m2 q6 b; q% @( _
elapsed in the applicable Quarterly Floating Rate Period divided by 365): V9 [/ U& [) f) a: e
determined on the 30th day prior to the first day of the applicable Quarterly/ v5 w8 A5 H* H8 s9 ^; y. e, q
Floating Rate Period.. b8 w9 H9 g9 r7 R" }; y9 p9 Z
S-5: E+ |& K9 T% n5 O4 a0 ^* I) v& M
If the Board of Directors does not declare a dividend, or any part thereof, on
8 c. v# o& O9 t( |* h4 Zthe Preferred Shares Series 19 on or before the dividend payment date for a
7 M7 e, {, Z% O5 U. \6 Tparticular quarter, then the entitlement of the holders of the Preferred' r' V$ @* P4 n& B' H6 |' H
Shares Series 19 to receive such dividend, or to any part thereof, for such1 |1 U' }% U) E9 a0 B
quarter will be forever extinguished.
- U- |- V* \9 S8 ORedemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 s6 }4 V: K+ ^- S+ f ?: ASuperintendent and to the provisions described below under the heading7 D" C9 m+ |" I+ J# }# q+ }5 V
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
5 X+ n K' [9 oSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,2 q; P. J/ N1 L# P* q
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
9 T* |9 K! s a0 F# w) Tor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
Q- W! U% P# N# F9 P5 z3 A: ]option without the consent of the holder, by the payment of an amount in; s! ?7 c% D+ x! G$ h+ M
cash for each such share so redeemed of (i) $25.00 together with all declared
' L+ q0 }. s' ?9 [and unpaid dividends to the date fixed for redemption in the case of
* n/ W9 g) A, Y( K/ kredemptions on February 25, 2019 and on February 25 every five years
7 L6 x" S! V {( O& jthereafter, or (ii) $25.50 together with all declared and unpaid dividends to- l6 U, }& @0 h7 n
the date fixed for redemption in the case of redemptions on any other date
" z# P$ ^3 G1 ~' |6 Zon or after February 25, 2014.
0 `4 b% G2 P0 s: O5 N CConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic2 e& C3 g2 y! k3 { [
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have# ^. J1 S1 B# @+ U
the right, at their option, to convert, on February 25, 2019 and on: u8 c- w4 E8 B. S' L2 P; W. u
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
( F* D3 m/ ^# ?# M+ s* V1 v& Lor all of their Preferred Shares Series 19 into an equal number of Preferred
9 J' V e% h4 A% V4 IShares Series 18 upon giving to the Bank written notice thereof not earlier
! {/ v u; |( }+ G. S8 ~than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the/ R% E9 X. B- q4 X2 ^: ^/ e
15th day preceding, a Series 19 Conversion Date.
3 A" B5 f: F) i- s3 l0 k9 l) rAutomatic Conversion If the Bank determines, after having taken into account all shares tendered) V8 x+ {. ?4 X5 L
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
. F( J- a! z1 dSeries 18, as the case may be, that there would be outstanding on such# t$ i b& @& e' v s
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,) P+ |: _' Y* K0 O5 l( J
such remaining number of Preferred Shares Series 19 will automatically be
4 W8 x% R5 D6 m) K# t5 Vconverted on such Series 19 Conversion Date into an equal number of
" |- r" O3 y* { A/ h0 C9 Q e+ ^Preferred Shares Series 18. Additionally, if the Bank determines that, after
: d! d$ b8 q s, b8 y3 {conversion, there would be outstanding on such Series 19 Conversion Date- n" i4 Y- H$ {) O2 f
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
. R) T+ f6 n" _$ t/ ~; b9 eSeries 19 will be converted into Preferred Shares Series 18.
9 ]3 u9 C* S8 Y7 l: JVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
; ]. f$ ~+ T, Q% p; ~Series 19 will not be entitled as such to receive notice of, attend, or vote at,; C9 c& g' z. a5 j: i
any meeting of the shareholders of the Bank unless and until the first time at1 v& [% C' \) d/ C C
which the Board of Directors has not declared the whole dividend on the
# O( S( w2 b w1 S4 DPreferred Shares Series 19 in any quarter. In that event, subject as
8 y8 }2 A. Q$ q: C7 c, l- C3 Ihereinafter provided, the holders of Preferred Shares Series 19 will be" X5 I! T. P, c- s: _
entitled to receive notice of, and to attend, meetings of shareholders at which
* a- ^/ {. {) t& K& V* }9 r- Bdirectors of the Bank are to be elected and will be entitled to one vote for
/ F# c- l2 R& [# c3 k- a7 oeach Preferred Share Series 19 held. The voting rights of the holders of the
% d3 z! F$ R; I: ?Preferred Shares Series 19 will forthwith cease upon payment by the Bank of+ Q9 d. G% @: \3 c: B. n% L
the first dividend on the Preferred Shares Series 19 to which the holders are- x/ _% N. H9 {
entitled thereunder subsequent to the time such voting rights first arose until
6 H( d/ F( R+ J6 x( S% ^such time as the Bank may again fail to declare the whole dividend on the
. I! \6 x0 U! k. U1 DPreferred Shares Series 19 in respect of any quarter, in which event such
( y4 Y! J2 a: Pvoting rights will become effective again and so on from time to time.* g: J- h/ _( P3 c6 h4 ?2 L
S-67 h/ ]0 h2 _( v0 _0 ~3 n
Priority: The preferred shares of each series of the Bank will rank on a parity with
! {" F3 |/ V* L' zevery other series and are entitled to preference over the common shares of* e9 n! c: }4 f) _
the Bank and over any other shares of the Bank ranking junior to the: r$ @* u/ c/ H1 Z
preferred shares with respect to the payment of dividends and upon any
4 F5 [, n6 ^5 d6 Y1 Adistribution of assets in the event of the liquidation, dissolution or, U! W4 T x0 ]1 o- R4 P- G
winding-up of the Bank.( @, A8 Z) i- o I
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
8 }7 ?, b0 W0 }Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares; t* V9 J; H8 F5 g5 i
Series 18 and Preferred Shares Series 19 will not be required to pay tax on. p, V P) N+ y, w& W' `( ]
dividends received on such shares under Part IV.1 of such Act. |
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