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发表于 2008-11-29 16:58
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下面是BMO的:
5 ]" k4 z- N( L) i0 x0 a8 a5 U$ nSUMMARY OF THE OFFERING; ^( i" b- f$ J3 C* h# q2 V) i
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’’.& {. `. Y( d u9 Z8 C8 J& s' J
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
" F1 ~0 \4 a$ v& I7 V& aAmount: $150,000,000 (6,000,000 shares).$ q, ^+ S' t, g# M- g
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
( a& k9 C' o. z. b- tPrincipal Characteristics of the Preferred Shares Series 18/ W3 y% V {5 j( q( A
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
$ E8 F8 I, k, T/ y$ f: Knon-cumulative preferential cash dividends, as and when declared by the2 H! @. I9 h# v! U
Board of Directors, subject to the provisions of the Bank Act, for the initial+ Z# g8 P/ R% A
period commencing on the closing date and ending on and including
8 d9 d% \; h7 F6 ^8 a5 aFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the9 o) K7 A. E0 U
25th day of February, May, August and November in each year, at a rate
& ]0 N3 N* o0 @1 r3 Mequal to $0.40625 per share. The initial dividend, if declared, will be payable+ a1 k9 U1 g! J* p; x/ ?' r
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing8 H: m, s6 j1 l- _% O: j
date of December 11, 2008.6 z4 q6 ^2 W& }! ~2 f- I
For each five-year period after the Initial Fixed Rate Period (each, a5 o' ~2 Z+ t& S
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
& D$ m+ _. ]$ N" K" nSeries 18 will be entitled to receive fixed non-cumulative preferential cash
' e" t, S, H8 q7 m5 F' Z7 pdividends, as and when declared by the Board of Directors, subject to the
# q! }" X+ k# i0 W8 `! vprovisions of the Bank Act, payable quarterly on the 25th day of February,
. a7 q2 }+ W2 uMay, August and November in each year, in the amount per share per annum3 B7 X0 {& g% ?; E
determined by multiplying the Annual Fixed Dividend Rate applicable to
C( S" M5 Y2 Dsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend4 T: z& |8 |$ Q! Q3 R6 G2 D" O
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
. ~7 ~% U" L M1 vBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
, C, z7 q8 d) S8 D4 wof such Subsequent Fixed Rate Period and will be equal to the sum of the
3 M% S3 Y: m% D! [3 o- |Government of Canada Yield on the applicable Fixed Rate Calculation Date
0 r, O2 P/ H4 A5 l) Q1 [; Hplus 3.83%.# z6 o1 V: {4 ~9 G" [
If the Board of Directors does not declare a dividend, or any part thereof, on6 S7 a/ r3 f: j; {9 C
the Preferred Shares Series 18 on or before the dividend payment date for a- _ `- e: O' N! D$ L8 M5 ^
particular quarter, then the entitlement of the holders of the Preferred1 k* q2 e, A& k Q. j+ H& e9 A5 r
Shares Series 18 to receive such dividend, or to any part thereof, for such6 L/ u0 b1 y( m
quarter will be forever extinguished.) _5 ?0 }- T1 V/ ^
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
; l3 {( M! ?2 s; Z& O5 F4 DSuperintendent and to the provisions described below under ‘‘Details of the
2 F# N- h# B# z+ k3 h* |Offering — Certain Provisions of the Preferred Shares Series 18 as a* L8 o4 E) C; j E1 c/ I1 w
Series — Restrictions on Dividends and Retirement of Shares’’, on6 a+ d, F2 }; D
February 25, 2014 and on February 25 every five years thereafter, on not
/ M: @& ?$ ^/ E' k9 }/ H, r) emore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
" p$ b$ B$ Q/ l0 x6 T6 ]part of the then outstanding Preferred Shares Series 18, at the Bank’s option/ B: d3 t2 G8 J. K
without the consent of the holder, by the payment of an amount in cash for
9 K5 ?% n* L: f u. J/ Qeach such share so redeemed of $25.00 together with all declared and unpaid
) ?. m. G" N. Ndividends to the date fixed for redemption.% ^9 R; O q' I
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic1 W+ a3 T! [9 G( P' l$ e+ N
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have. H8 S4 N. _$ `, T
the right, at their option, to convert, on February 25, 2014 and on
* V. t; ^) M) e! wS-4* ?6 |# ~2 H" A
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any' W# F4 x) v7 ~7 t; I4 P
or all of their Preferred Shares Series 18 into an equal number of Preferred
: Y E1 n2 V1 QShares Series 19 upon giving to the Bank notice thereof not earlier than" b/ z3 p$ ~ b8 }2 M f9 `
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
" n5 S, I; n: o( U& |* B3 ^5 w6 hpreceding, a Series 18 Conversion Date.
6 g, c" z6 |2 TAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
N; j& r4 i# D+ S% _Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares9 P$ m9 q7 c( }. \3 k+ `
Series 19, as the case may be, that there would be outstanding on such1 c) Z" ^9 f9 T: ?% l0 f7 _
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,4 a$ [+ Y0 R+ A# p" s0 w2 \
such remaining number of Preferred Shares Series 18 will automatically be4 H( i. |. c' z/ H
converted on such Series 18 Conversion Date into an equal number of* e, s6 r9 t2 Y4 \2 D3 `
Preferred Shares Series 19. Additionally, if the Bank determines that, after7 p, k7 t/ ~; u% _4 m' F" f$ C8 w6 O
conversion, there would be outstanding on such Series 18 Conversion Date
6 O9 h5 }$ k2 gless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares/ T8 v# d0 ?2 D3 Y& E7 T2 {4 s
Series 18 will be converted into Preferred Shares Series 19. r, D5 d) \4 s# j
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares6 V' i6 f$ N0 q
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
: F" T2 D& Q( ~7 hany meeting of the shareholders of the Bank unless and until the first time at( J" e6 Z1 X! `- \. @/ a; v, J% b7 O
which the Board of Directors has not declared the whole dividend on the' t' w. L6 F1 M/ E* c
Preferred Shares Series 18 in any quarter. In that event, subject as
& Y5 g) h8 n+ d* Y% A) Rhereinafter provided, the holders of Preferred Shares Series 18 will be4 f% p' k- \" W
entitled to receive notice of, and to attend, meetings of shareholders at which
" R3 a9 H* U0 S* ]directors of the Bank are to be elected and will be entitled to one vote for8 @4 ~: ], u& p9 i
each Preferred Share Series 18 held. The voting rights of the holders of the7 L( c4 V; `3 D
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of; s& p3 b4 Z# n+ c9 T D
the first dividend on the Preferred Shares Series 18 to which the holders are
7 f5 @/ \ F7 l7 F6 Y! ~entitled thereunder subsequent to the time such voting rights first arose until1 i/ q& Q) B& ]5 `9 d2 ]
such time as the Bank may again fail to declare the whole dividend on the9 I: D0 V l) }9 |: q8 ?
Preferred Shares Series 18 in respect of any quarter, in which event such @) M' v3 c q8 r1 s
voting rights will become effective again and so on from time to time.
! _3 e9 {) l2 C* d6 e; w6 tPrincipal Characteristics of the Preferred Shares Series 19
7 W' B: X1 I) S/ yDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
8 C* v/ ~: \+ B( lfloating rate non-cumulative preferential cash dividends, as and when* o4 m9 x7 |/ U
declared by the Board of Directors, subject to the provisions of the Bank Act, _! Q- {8 J9 c6 A- J% P
payable quarterly on the 25th day of February, May, August and November
8 M2 E# X; f. `2 [" N$ din each year, in the amount per share determined by multiplying the
6 @2 T- b) c4 P! p) X/ Y3 Xapplicable Quarterly Floating Dividend Rate by $25.00.
' N* B1 n; R. I. k2 j. ^8 \On the 30th day prior to the commencement of the initial quarterly dividend8 m0 ?6 n- P$ g1 o" ?
period beginning on February 25, 2014, and on the 30th day prior to the first2 d4 n- z0 O% `$ e7 q) c
day of each subsequent quarterly dividend period (the initial quarterly
0 ]1 T! m9 a! gdividend period and each subsequent quarterly dividend period is referred to
/ @0 j! A( x6 P8 f+ o" las a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
; z# \, C( N/ U- }! nQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
3 J/ h; i; U4 X8 P; ]& J/ G; nPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
7 i' i. @7 s8 G* G% u! [$ XT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
! R" x( G* v! Velapsed in the applicable Quarterly Floating Rate Period divided by 365)! ^5 d* g. W O2 ^! E3 J
determined on the 30th day prior to the first day of the applicable Quarterly, d- J" l9 |! j9 h' r
Floating Rate Period.. V( K ]- E* @
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5 n/ T( \6 ~) W2 A) } f( X4 m% Y8 ]If the Board of Directors does not declare a dividend, or any part thereof, on
+ X2 w( P. b3 s: uthe Preferred Shares Series 19 on or before the dividend payment date for a. T0 n7 D1 s6 G9 L& `9 [4 r0 I
particular quarter, then the entitlement of the holders of the Preferred5 p5 {$ V6 C) G; g5 S
Shares Series 19 to receive such dividend, or to any part thereof, for such
3 k* p' w& V3 Tquarter will be forever extinguished.
. z! n o+ D& U/ @Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
& a$ `# @% W1 @" h( ?+ XSuperintendent and to the provisions described below under the heading% p* u3 G m! x H1 o
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
5 X: V: Z; f( `0 h mSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
" W( a" a& X' kon not more than 60 nor less than 30 days’ notice, the Bank may redeem all; [+ F- c- w7 H! J* i3 ~4 r
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
& f- g; P) Q% B8 W( i& k" P4 B3 doption without the consent of the holder, by the payment of an amount in, r2 v j% A! q2 v. A G |- j
cash for each such share so redeemed of (i) $25.00 together with all declared
, w: y8 ]+ a+ p7 Z o: b) Y8 L- Iand unpaid dividends to the date fixed for redemption in the case of
# Q& A8 `. V! f+ D' Gredemptions on February 25, 2019 and on February 25 every five years
' i6 M1 v5 i: X- T% Uthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
6 ?9 A" I6 N9 s" q: n6 H4 Jthe date fixed for redemption in the case of redemptions on any other date
+ q" M) A: n9 X s1 @on or after February 25, 2014.; o$ _! ~; S' D
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic @4 g5 ]9 O6 ~9 p$ R6 j
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
3 R! U: o% O' R8 i0 Hthe right, at their option, to convert, on February 25, 2019 and on8 [$ S; ~4 T' n5 |( T
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any7 u2 V( @3 p: Q
or all of their Preferred Shares Series 19 into an equal number of Preferred
8 [! I- @+ [6 s GShares Series 18 upon giving to the Bank written notice thereof not earlier8 N) x( }" H+ k
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
: b( ?' N2 Y0 x, {' m) W2 M5 u2 T15th day preceding, a Series 19 Conversion Date./ i: E0 ? y' q' m- x, c/ e( z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
4 d+ G/ k8 G/ V9 b4 D' uProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares: W6 \- H: t5 ]/ Y6 N
Series 18, as the case may be, that there would be outstanding on such
) S n7 V6 L5 U- D+ X1 Q5 m/ rSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
5 K6 F# G! s) ?$ P% |: rsuch remaining number of Preferred Shares Series 19 will automatically be
) a, g& W9 K I' kconverted on such Series 19 Conversion Date into an equal number of
; h+ q& K, y6 O2 DPreferred Shares Series 18. Additionally, if the Bank determines that, after0 I$ ]' ]2 Y3 k. D
conversion, there would be outstanding on such Series 19 Conversion Date3 e0 ?) w" B* V& {2 F
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
5 J t& T6 H' A- g1 L( ~Series 19 will be converted into Preferred Shares Series 18.8 Z2 R! Z1 R7 a$ B* q" P/ ^
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares7 v. g9 v, ]( [, g' V& H$ |8 g( K5 _$ s
Series 19 will not be entitled as such to receive notice of, attend, or vote at,. i5 n9 M7 L8 {8 n' m( ?1 ~$ R' n
any meeting of the shareholders of the Bank unless and until the first time at
$ h" V7 T+ Y# Bwhich the Board of Directors has not declared the whole dividend on the
! f; q8 o( M! \4 j7 `" H: qPreferred Shares Series 19 in any quarter. In that event, subject as
# @, L: o4 r2 X p) o. T, Phereinafter provided, the holders of Preferred Shares Series 19 will be
* P0 g. }8 X- a0 Tentitled to receive notice of, and to attend, meetings of shareholders at which
6 e+ L7 r% w2 k ]7 J3 {directors of the Bank are to be elected and will be entitled to one vote for, ~9 ^$ @7 z6 W6 A: d/ V5 Q) h
each Preferred Share Series 19 held. The voting rights of the holders of the
2 D/ n! P B! ?7 }/ Z" _( xPreferred Shares Series 19 will forthwith cease upon payment by the Bank of$ I2 R4 A) w, e% j
the first dividend on the Preferred Shares Series 19 to which the holders are3 L' J6 H* r, j: Q0 Y
entitled thereunder subsequent to the time such voting rights first arose until
' x4 D7 w+ Q/ u6 u+ Ssuch time as the Bank may again fail to declare the whole dividend on the
; Z1 {" I. s& n. f/ xPreferred Shares Series 19 in respect of any quarter, in which event such
4 U8 c7 R+ Z( I& Vvoting rights will become effective again and so on from time to time.* r# q$ t0 K+ c. ~
S-6
* R, R$ W, X1 T/ R1 u' MPriority: The preferred shares of each series of the Bank will rank on a parity with
) n ^$ _$ s$ X- Aevery other series and are entitled to preference over the common shares of$ u3 ^. v6 k* {
the Bank and over any other shares of the Bank ranking junior to the: t1 s( O# [, K5 t7 ?0 H
preferred shares with respect to the payment of dividends and upon any
, {( L0 ? `1 Q$ M: Q( ]distribution of assets in the event of the liquidation, dissolution or* t+ T f, c# U2 d0 \! h" P
winding-up of the Bank.
' k' O( g7 T6 d2 L) Y5 `) jTax on Preferred Share The Bank will elect, in the manner and within the time provided under7 f2 X: G1 N- z! q( M) `! R
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
3 v0 \6 i( ^- G9 fSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
! f) P; E9 v$ W" F( @dividends received on such shares under Part IV.1 of such Act. |
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