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发表于 2008-11-29 16:58
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下面是BMO的:
- b& G" J) @2 x( J6 T8 cSUMMARY OF THE OFFERING9 K0 B' t6 f! S) R8 U7 A+ N
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’’.# u( W4 }3 v4 A( X2 y* t
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
& _& ] d# I# s# G7 d% E( }Amount: $150,000,000 (6,000,000 shares).
) C, M3 z4 ?- f8 G/ h% BPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
1 D0 C, R2 x+ N% w1 t& QPrincipal Characteristics of the Preferred Shares Series 18
' S, G( D- y8 U2 D: A wDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed/ v/ P1 S: u3 g, G8 J
non-cumulative preferential cash dividends, as and when declared by the
b. S' o( {% h+ y7 K }Board of Directors, subject to the provisions of the Bank Act, for the initial
% V, j" s( [2 ~# A7 U3 Q8 c, _period commencing on the closing date and ending on and including
$ o, o! k& a. j+ e/ xFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the3 F; r7 g- Q ?1 Q: ^/ O( O0 J' m
25th day of February, May, August and November in each year, at a rate" U" o; Z6 x5 f `* n. d& j) d9 u
equal to $0.40625 per share. The initial dividend, if declared, will be payable2 Z% i/ }( _: t6 [7 Y- O
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
* j- ] U1 m% I: a' m' b5 N" gdate of December 11, 2008.: G* R2 i+ F. p/ H O% y
For each five-year period after the Initial Fixed Rate Period (each, a! f: Q: ]8 E$ q* g
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
. G) w# u% w; @9 B* o$ DSeries 18 will be entitled to receive fixed non-cumulative preferential cash
: e! J+ L( u- b0 e. [dividends, as and when declared by the Board of Directors, subject to the
3 I! l# E2 F/ V9 `' ~3 jprovisions of the Bank Act, payable quarterly on the 25th day of February,6 p H- k2 c# `' x0 r
May, August and November in each year, in the amount per share per annum7 J ]0 ^6 N, g5 ?
determined by multiplying the Annual Fixed Dividend Rate applicable to+ v: N( L$ D0 C3 s5 T
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend+ d. ], G, J% T* v
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
) c! |5 D$ T4 C# d7 hBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
4 k, U0 m% _" U0 w5 v: Wof such Subsequent Fixed Rate Period and will be equal to the sum of the
% R1 g8 x# k* I3 r7 WGovernment of Canada Yield on the applicable Fixed Rate Calculation Date" V) c! ]& q9 c! r% S, K
plus 3.83%.9 @! _" ]) l. `3 f
If the Board of Directors does not declare a dividend, or any part thereof, on
" b9 W6 T! u+ Rthe Preferred Shares Series 18 on or before the dividend payment date for a
* O5 W0 l% G- ]" ?particular quarter, then the entitlement of the holders of the Preferred
0 N$ u. i0 i9 h% CShares Series 18 to receive such dividend, or to any part thereof, for such% i# O, c# Q& x) _
quarter will be forever extinguished.
* `+ ?6 D3 t3 V4 f& vRedemption: Subject to the provisions of the Bank Act and to the prior consent of the. L0 f7 H, y: {" h3 Z& c' \
Superintendent and to the provisions described below under ‘‘Details of the7 T% e/ p9 g& p
Offering — Certain Provisions of the Preferred Shares Series 18 as a
) s( P1 B. r2 Y; g0 YSeries — Restrictions on Dividends and Retirement of Shares’’, on2 w/ W# v$ b* \. o* x
February 25, 2014 and on February 25 every five years thereafter, on not, W# \, I8 v2 Z0 g
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any% C6 b0 x; ^ ^9 u) P
part of the then outstanding Preferred Shares Series 18, at the Bank’s option: \1 p; q# D: d% V
without the consent of the holder, by the payment of an amount in cash for/ F* ]' ?( g- ]4 \8 i4 N! j4 U0 C
each such share so redeemed of $25.00 together with all declared and unpaid
6 K$ {; q; ]8 ?1 Adividends to the date fixed for redemption.
! S+ E! g+ r7 f2 J* L# TConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic. B$ n+ Y* i, l0 T3 w9 J: M+ E0 H
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have7 A" b1 @5 H5 o# X; w ~" u' G( h
the right, at their option, to convert, on February 25, 2014 and on
# c+ e$ l$ D* B) [3 WS-4" @* p9 w+ w( E
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any& k Q+ g. B/ R; G F |
or all of their Preferred Shares Series 18 into an equal number of Preferred
5 [4 d' x. N# Z' R4 J! ^6 BShares Series 19 upon giving to the Bank notice thereof not earlier than! M M* W1 m3 V7 n" m9 v
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
5 v F) T9 g" S( Ypreceding, a Series 18 Conversion Date.
5 _. m h; M1 J. N/ `2 `Automatic Conversion If the Bank determines, after having taken into account all shares tendered. S) M3 q" G8 I5 w$ b
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares# S& m. O3 k. i' P. ?, | [- O& P
Series 19, as the case may be, that there would be outstanding on such
$ t8 W5 x* _" `Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
9 k8 J$ y& g* M L3 C9 n; Nsuch remaining number of Preferred Shares Series 18 will automatically be
- a$ S! R+ d# R( _. c- r6 cconverted on such Series 18 Conversion Date into an equal number of
6 l8 {5 ~* Z4 i5 H0 Y7 s8 oPreferred Shares Series 19. Additionally, if the Bank determines that, after
5 T% i" }! v' ~. L, n( l7 sconversion, there would be outstanding on such Series 18 Conversion Date
6 R& b8 R2 e) q: ~ Sless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
+ \- L( Z* O' kSeries 18 will be converted into Preferred Shares Series 19." f- y6 H; |! o% }( {+ c- A' f
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares% } z# J# F% v
Series 18 will not be entitled as such to receive notice of, attend, or vote at,5 f, m" ?9 f7 P; [5 w4 D; T2 [' z
any meeting of the shareholders of the Bank unless and until the first time at
+ p3 p: v# Z2 s2 T: E) a% o- N3 A0 Gwhich the Board of Directors has not declared the whole dividend on the7 w6 B4 \6 r6 n% f6 `/ `
Preferred Shares Series 18 in any quarter. In that event, subject as
6 [+ R9 [1 i, X% H+ ihereinafter provided, the holders of Preferred Shares Series 18 will be
1 z( G1 U7 G7 _) J% k; w/ X1 J5 Ventitled to receive notice of, and to attend, meetings of shareholders at which
- x" ?* w4 I3 jdirectors of the Bank are to be elected and will be entitled to one vote for
0 U: c9 P: z# b: l9 e* s6 ?each Preferred Share Series 18 held. The voting rights of the holders of the
2 M. }1 ~1 Z; D+ V% ZPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
, O" d1 C+ G- }3 ?" Lthe first dividend on the Preferred Shares Series 18 to which the holders are3 A3 l) ~, h! [. W/ Z! {- w
entitled thereunder subsequent to the time such voting rights first arose until
9 i+ J5 ?6 A& \2 s' S. ~( o% e# b+ ysuch time as the Bank may again fail to declare the whole dividend on the
; u5 x: T' ]7 {& UPreferred Shares Series 18 in respect of any quarter, in which event such, }. G- U9 j6 d1 w( G. s7 }2 o, Y
voting rights will become effective again and so on from time to time.
4 q! y/ J6 s w1 z: xPrincipal Characteristics of the Preferred Shares Series 19* [6 M/ {2 l. S' u
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive) s/ U3 }( |3 T, ]
floating rate non-cumulative preferential cash dividends, as and when
9 [4 [0 c6 c3 I5 X4 x; L4 k7 wdeclared by the Board of Directors, subject to the provisions of the Bank Act,
0 N2 T9 q3 a( d( ]6 \) x2 Lpayable quarterly on the 25th day of February, May, August and November4 @5 @+ I5 X4 P3 b" w
in each year, in the amount per share determined by multiplying the
+ a4 D3 e! k' C2 \4 n% W/ u$ _, F0 gapplicable Quarterly Floating Dividend Rate by $25.00.
. G6 d, v4 K$ }2 i: h3 iOn the 30th day prior to the commencement of the initial quarterly dividend; z% n5 o# | P( M8 F
period beginning on February 25, 2014, and on the 30th day prior to the first @9 A& K# O& ]
day of each subsequent quarterly dividend period (the initial quarterly
1 v0 Q1 D' t6 q- T8 x0 \; ^dividend period and each subsequent quarterly dividend period is referred to
/ |( P+ e+ w: Nas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the/ K2 N6 G2 ]7 Q2 E) }
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
* f: j+ E, V+ }Period. The Quarterly Floating Dividend Rate will be equal to the sum of the0 W- N- q6 c, b+ n
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
( `& a* N0 g: R; O# _% N. Q8 Pelapsed in the applicable Quarterly Floating Rate Period divided by 365)
7 a* a8 Q: o0 I3 V; ldetermined on the 30th day prior to the first day of the applicable Quarterly
v- k, Z4 W+ |9 @9 T7 w" sFloating Rate Period.
4 W& y+ n$ K% W; f8 U' k3 {S-5
* r' T' P" i; F/ V: AIf the Board of Directors does not declare a dividend, or any part thereof, on
5 k; k8 N7 p, Rthe Preferred Shares Series 19 on or before the dividend payment date for a
X4 ?! y0 [, u9 j: A% Oparticular quarter, then the entitlement of the holders of the Preferred
) Q' V: _/ J) X8 {$ w+ p) e; J$ BShares Series 19 to receive such dividend, or to any part thereof, for such5 B/ J; ^: a; H0 G% h# x! b# b
quarter will be forever extinguished.
; A9 G: p; X$ k$ e( gRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
! @: F) D! o$ L' Y% w3 nSuperintendent and to the provisions described below under the heading* r7 j4 [* v6 E3 b5 J( T$ I
‘‘Details of the Offering — Certain Provisions of the Preferred Shares. H) `) G* ^) W# _0 O6 C
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,8 b) P1 Y4 ]; N! F$ c
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
0 e. L3 Y3 u& P" gor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
4 Y/ u& Y" e2 `! x; goption without the consent of the holder, by the payment of an amount in; h8 K7 k$ }4 L( H
cash for each such share so redeemed of (i) $25.00 together with all declared7 c* v* w% A1 L6 x. H! N# s3 ?4 u4 i9 H0 N
and unpaid dividends to the date fixed for redemption in the case of8 K" M! Z8 }2 I
redemptions on February 25, 2019 and on February 25 every five years. {% x, m; J J
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
0 v4 Q4 ~0 e; H6 Uthe date fixed for redemption in the case of redemptions on any other date
M+ v9 O9 J4 N: i9 Non or after February 25, 2014.
9 e+ V' _ C6 P% m1 B9 S: nConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic1 s1 L; w* P) c6 y' F4 I" {' g4 P
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
# O; K$ d5 E s$ J' K* [the right, at their option, to convert, on February 25, 2019 and on
. Y8 q- f/ a2 q/ o; R- YFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any4 Z' y8 S2 M T( V! l5 t7 i/ B
or all of their Preferred Shares Series 19 into an equal number of Preferred Y' z' ^ t8 o7 Z) ?% h+ A
Shares Series 18 upon giving to the Bank written notice thereof not earlier* u$ i8 @0 D0 q4 \
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the. L" U @. _% Z' ^8 R; m/ d
15th day preceding, a Series 19 Conversion Date.. R4 k0 P( V# l9 I: ~0 v6 m
Automatic Conversion If the Bank determines, after having taken into account all shares tendered4 a. l/ i$ s7 d" d, E$ `
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares% G0 B3 K( u- o6 ~
Series 18, as the case may be, that there would be outstanding on such
" V: w! i t8 p2 [: qSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,0 n, M: \! Z" D {
such remaining number of Preferred Shares Series 19 will automatically be& U/ T7 Q2 c8 J% E z
converted on such Series 19 Conversion Date into an equal number of, \. {! q6 Y {& ?# {$ I
Preferred Shares Series 18. Additionally, if the Bank determines that, after6 O# C- O* i/ Y, [, J9 O* z7 q
conversion, there would be outstanding on such Series 19 Conversion Date
, L. @9 H6 h9 l* q8 A3 ` f; s# i. m0 Cless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
1 `5 i% J- o0 Y, s; BSeries 19 will be converted into Preferred Shares Series 18.
& Z* ^9 V/ a2 f9 ?! r! F- ^3 J8 k( @- } KVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
8 |! T+ I( f" Q9 \3 g4 dSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
9 q0 G$ h, U) k+ l6 T4 pany meeting of the shareholders of the Bank unless and until the first time at
) L/ R! p: F: v* Cwhich the Board of Directors has not declared the whole dividend on the
! G: S8 J9 i# f# u2 O2 MPreferred Shares Series 19 in any quarter. In that event, subject as
) U$ N8 b, b# E1 I3 x3 b( ghereinafter provided, the holders of Preferred Shares Series 19 will be/ C7 R4 A) ?6 C( x- d
entitled to receive notice of, and to attend, meetings of shareholders at which0 l3 w' v5 V4 J! ^; _5 w
directors of the Bank are to be elected and will be entitled to one vote for
4 n# @- J$ L; Ceach Preferred Share Series 19 held. The voting rights of the holders of the9 h; y0 d7 p5 }% w" ^! Q
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of6 G0 s" h* D% [) H w
the first dividend on the Preferred Shares Series 19 to which the holders are1 m2 U2 z( T& ]& b
entitled thereunder subsequent to the time such voting rights first arose until8 a1 T3 v& e/ e% }3 K
such time as the Bank may again fail to declare the whole dividend on the/ y( q6 h6 L; |# R6 Y- `$ B* m: g7 h
Preferred Shares Series 19 in respect of any quarter, in which event such
; C$ n( s# p" P3 k9 O- n# Kvoting rights will become effective again and so on from time to time.
0 b# a) ~3 j( T* u9 oS-6: M( c& h& A" B9 }0 M, t" G
Priority: The preferred shares of each series of the Bank will rank on a parity with
( l. c7 C6 J6 ^: h; b9 Y7 revery other series and are entitled to preference over the common shares of4 R( w* F9 U/ o& O! {: s7 I
the Bank and over any other shares of the Bank ranking junior to the% r1 X% Z3 [0 ~4 w. o
preferred shares with respect to the payment of dividends and upon any
9 I& Q1 Y# O5 kdistribution of assets in the event of the liquidation, dissolution or
/ H7 t4 X9 a$ \ N4 rwinding-up of the Bank.& V, j+ F( y4 N5 x" A
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
, O8 z+ g% |2 N, U* y" `& ADividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares$ {- Z, `: Q9 n& D5 I: x
Series 18 and Preferred Shares Series 19 will not be required to pay tax on! ?8 I! ?3 j6 h" m* m5 k2 i6 [! M/ P# u
dividends received on such shares under Part IV.1 of such Act. |
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