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发表于 2008-11-29 16:58
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下面是BMO的:
6 t0 n$ }. l/ p" q9 rSUMMARY OF THE OFFERING* Z( p/ u D" W4 U) B8 f- u
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’’.
6 B2 j0 m6 X" ^! ^+ c0 L3 a ]& a% kIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.) f+ X& O' j" L9 V8 M) x" T4 n, [+ U; P
Amount: $150,000,000 (6,000,000 shares).
( H L0 _2 o/ M# j' I9 ]( qPrice and Yield: $25.00 per share to yield initially 6.50% per annum.) J9 K9 ]% e+ H! k3 \
Principal Characteristics of the Preferred Shares Series 18
& V0 T- K. w% ~5 \# B; z+ Y K zDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
& `$ J t: n2 y$ P, anon-cumulative preferential cash dividends, as and when declared by the
1 {+ Z1 V8 v9 D ~5 QBoard of Directors, subject to the provisions of the Bank Act, for the initial
+ C. P ]2 a8 O5 X" T: j' d1 m! k% Gperiod commencing on the closing date and ending on and including0 q0 }% @2 `: ]
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
* T7 F; D0 H0 T. X) ^6 `: q. s/ C+ t7 A25th day of February, May, August and November in each year, at a rate
1 {/ C1 p$ t/ s$ jequal to $0.40625 per share. The initial dividend, if declared, will be payable
' l4 K% I4 N+ Y6 l9 W) \May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
, X4 y( [! |% N7 Z# A# d9 |; Ndate of December 11, 2008./ C4 ]+ z, b& L0 z6 C* C! S9 a
For each five-year period after the Initial Fixed Rate Period (each, a
% `1 P N, x7 J# w0 g! O- S‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares% A* y7 [- W1 A; W1 R) q8 M
Series 18 will be entitled to receive fixed non-cumulative preferential cash# r; F! h+ h- V) X2 ?9 ~
dividends, as and when declared by the Board of Directors, subject to the* _, d' {6 a% a; T9 A7 S& R4 E& s
provisions of the Bank Act, payable quarterly on the 25th day of February,7 W: V+ e) o9 H" G1 M2 k- W
May, August and November in each year, in the amount per share per annum
' S* H& N* P1 Bdetermined by multiplying the Annual Fixed Dividend Rate applicable to L1 b V8 J9 E, [* R! G9 J. m
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend& K6 l/ C/ T+ [+ D. i
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
7 W- h7 e. z' p$ f4 I6 I/ [Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day' ~1 @# p7 K0 X& r
of such Subsequent Fixed Rate Period and will be equal to the sum of the& N$ E$ C9 b5 L1 b
Government of Canada Yield on the applicable Fixed Rate Calculation Date
. x. l6 @' v1 ~9 l, y7 S4 jplus 3.83%.4 |# [, N, T( z& A1 O9 k
If the Board of Directors does not declare a dividend, or any part thereof, on4 x9 v6 Q, J7 U6 C& f
the Preferred Shares Series 18 on or before the dividend payment date for a" V; w ?' l8 m+ |8 `4 Z
particular quarter, then the entitlement of the holders of the Preferred4 Z' d3 Q( ]' }
Shares Series 18 to receive such dividend, or to any part thereof, for such" }1 g( M0 i* I7 _/ Q1 l5 z1 O
quarter will be forever extinguished.% v+ y7 R$ j* D0 u% Y5 d0 T% g; N
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the; z# ~5 S1 Q2 w4 ]2 A
Superintendent and to the provisions described below under ‘‘Details of the
( t" w h2 {7 G3 y8 P) Y6 L( hOffering — Certain Provisions of the Preferred Shares Series 18 as a
4 P* s9 x- ]9 F1 R1 Z8 o7 HSeries — Restrictions on Dividends and Retirement of Shares’’, on
. R: @1 Z P/ P! pFebruary 25, 2014 and on February 25 every five years thereafter, on not
% C% A; x- G; T6 o/ ?/ Umore than 60 nor less than 30 days’ notice, the Bank may redeem all or any& G: `1 w5 C% Z. r$ R- |
part of the then outstanding Preferred Shares Series 18, at the Bank’s option! |5 Y: \8 U* k* y0 E/ ~
without the consent of the holder, by the payment of an amount in cash for
( ^' U L4 i, W, F' S5 i! Meach such share so redeemed of $25.00 together with all declared and unpaid
& @& v. C2 R8 x& @2 ]/ H/ R, x& fdividends to the date fixed for redemption.
* d" Z" Y5 x5 gConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
: S& _ @4 r/ e0 _Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
9 ]0 p5 X2 q, S& Q zthe right, at their option, to convert, on February 25, 2014 and on0 X4 z6 X. m2 a$ [7 d2 N3 `. V3 i
S-40 _, d" D5 ~1 i- _( |
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any9 V' b3 ]5 d2 v! ~
or all of their Preferred Shares Series 18 into an equal number of Preferred
/ x# I) g* _/ e! |Shares Series 19 upon giving to the Bank notice thereof not earlier than2 d& Z! @* p' d7 t# c
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day, b7 ^% K2 N: y3 q
preceding, a Series 18 Conversion Date.( d5 x4 ~' s2 Z# O9 V$ U
Automatic Conversion If the Bank determines, after having taken into account all shares tendered+ G! a8 N9 q9 u
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares3 ~, l! T( ~ F; ~! {
Series 19, as the case may be, that there would be outstanding on such9 b. L0 r+ [. N" ?7 x, n
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
+ @4 g; i- h* i2 \1 Lsuch remaining number of Preferred Shares Series 18 will automatically be
4 {% y2 K# O8 Z3 j1 y2 i* I% }& jconverted on such Series 18 Conversion Date into an equal number of! K) ~. I; }2 [6 |% v! s3 v
Preferred Shares Series 19. Additionally, if the Bank determines that, after* g* g) T0 |6 Z3 m6 g
conversion, there would be outstanding on such Series 18 Conversion Date
4 J% x) n7 n+ ^5 N$ r5 e( ?less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares$ ~( X |. B, z4 V5 G5 H- Z3 B
Series 18 will be converted into Preferred Shares Series 19.2 L/ _8 I/ } r2 v6 w. B
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" w, c& _3 V# M, q* ^
Series 18 will not be entitled as such to receive notice of, attend, or vote at,! a: x* {) S- R- z' r: F
any meeting of the shareholders of the Bank unless and until the first time at
9 Y& @ ~: t& \5 U9 a O" qwhich the Board of Directors has not declared the whole dividend on the
; O0 ~, D: J6 ?Preferred Shares Series 18 in any quarter. In that event, subject as
5 a( m$ [, l1 F* u% rhereinafter provided, the holders of Preferred Shares Series 18 will be
5 U! w2 T2 H; Y1 \' g3 [) U& Ientitled to receive notice of, and to attend, meetings of shareholders at which
& f) N% ^ N: O' G- s6 c- E% x0 Bdirectors of the Bank are to be elected and will be entitled to one vote for
5 W- Q2 a7 F2 P. jeach Preferred Share Series 18 held. The voting rights of the holders of the1 Z3 g4 S' F* J9 u/ U( G7 a
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of9 F7 i9 Y, @( |
the first dividend on the Preferred Shares Series 18 to which the holders are
; ?. Z& p9 J3 q; j: Kentitled thereunder subsequent to the time such voting rights first arose until
; ]5 k* N) D2 |4 v# m0 D9 Zsuch time as the Bank may again fail to declare the whole dividend on the
& K9 v, o1 t; M* VPreferred Shares Series 18 in respect of any quarter, in which event such& a2 e& V/ ]( s$ }3 t3 ^( Y
voting rights will become effective again and so on from time to time.
9 v0 P+ C, O1 qPrincipal Characteristics of the Preferred Shares Series 193 S4 F/ u3 r7 J4 p0 Q$ L
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive& j( ^8 Y$ n& e+ V% e1 r/ b
floating rate non-cumulative preferential cash dividends, as and when3 {1 ^$ Z2 R. `
declared by the Board of Directors, subject to the provisions of the Bank Act,
* Z/ ]) C7 v/ F" lpayable quarterly on the 25th day of February, May, August and November2 y$ s( x( |: K% |3 R
in each year, in the amount per share determined by multiplying the
* O& H! R, i, G8 d7 i+ Sapplicable Quarterly Floating Dividend Rate by $25.00.
/ Q, }( d' j5 M4 X* {On the 30th day prior to the commencement of the initial quarterly dividend
' z0 V) C3 k5 e! t/ Jperiod beginning on February 25, 2014, and on the 30th day prior to the first" T/ {5 U r# X( P- C
day of each subsequent quarterly dividend period (the initial quarterly* s0 P8 Z( t, P: [
dividend period and each subsequent quarterly dividend period is referred to1 u, b( z. A$ u
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the9 L* W: d% P: k" L
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate) V9 _* `6 F8 k, K: t5 A/ F/ G
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the6 [" x5 P$ A# |9 ^- [
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days4 n, b0 z! C% q8 K8 ?- h1 D
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
3 Y" m7 \0 D1 j& odetermined on the 30th day prior to the first day of the applicable Quarterly
8 b, c v' O' R( o9 y6 pFloating Rate Period.* i' ?) H6 V2 p2 m/ Z) c7 c
S-5 G7 X: q" Y( a9 x7 m
If the Board of Directors does not declare a dividend, or any part thereof, on
2 ] \ s* [4 @5 N4 ]7 ]the Preferred Shares Series 19 on or before the dividend payment date for a( M) f' P l* K/ P( x4 {% m
particular quarter, then the entitlement of the holders of the Preferred4 A: y6 D+ h+ O0 g3 j
Shares Series 19 to receive such dividend, or to any part thereof, for such( j9 E O+ h! O7 O7 \; r5 Y) i
quarter will be forever extinguished.$ X& X6 `- S4 i5 k# ~) _
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the6 A! C1 ] E5 U/ G/ L6 K
Superintendent and to the provisions described below under the heading( ~; g, ~. k7 I) e! X7 o: o
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
( h* F2 L' x4 j( W7 F \6 T6 xSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,7 @, K) J5 k2 U1 ]) y! H* `5 u
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
6 `' C9 }/ C0 j, aor any part of the then outstanding Preferred Shares Series 19, at the Bank’s) s/ j! ^, n; p
option without the consent of the holder, by the payment of an amount in+ L: h6 U, ]3 a( u
cash for each such share so redeemed of (i) $25.00 together with all declared
/ o3 K1 Y$ w7 s' kand unpaid dividends to the date fixed for redemption in the case of
3 S) J7 [6 @5 D7 j F8 \6 predemptions on February 25, 2019 and on February 25 every five years) a7 d: v: m% g7 u
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to2 |+ w- X# `* J# Z/ X
the date fixed for redemption in the case of redemptions on any other date
- J' w$ R' i+ e7 J7 bon or after February 25, 2014.
) v" \9 W% H- l& V; ZConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
7 s+ p2 ?- z6 ~! N# nShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have0 _) t1 H" }0 u1 ]
the right, at their option, to convert, on February 25, 2019 and on6 ~, x$ m3 V" p+ e- \/ @3 y/ X
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
7 c# B8 f& H' t9 d+ ror all of their Preferred Shares Series 19 into an equal number of Preferred
T, N" j6 M( ^5 GShares Series 18 upon giving to the Bank written notice thereof not earlier& J5 w# S7 e& h8 Y& E* y0 Z8 M& c
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the) R3 G& b# o$ s9 C8 k6 ]* i% E
15th day preceding, a Series 19 Conversion Date.
& o9 i% w5 C: `# y8 s& gAutomatic Conversion If the Bank determines, after having taken into account all shares tendered5 e) v+ e+ _& s5 i3 R, y4 {4 d
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares0 i: B. w7 H# P6 G+ G P# T& K* Z7 ~
Series 18, as the case may be, that there would be outstanding on such
/ p& Z! B* l% L0 B4 K- fSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
& J3 ^* N8 D9 Psuch remaining number of Preferred Shares Series 19 will automatically be
; O- g8 i1 C! x5 |converted on such Series 19 Conversion Date into an equal number of
% b! r) ~9 H- `/ x j5 hPreferred Shares Series 18. Additionally, if the Bank determines that, after) J/ P$ Q% d; J: }
conversion, there would be outstanding on such Series 19 Conversion Date
! ]: O1 X. \4 x. o5 t) \! b( uless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
! d; @3 W+ Y j. I7 l mSeries 19 will be converted into Preferred Shares Series 18.. c* b4 L5 O, I1 _' K1 ~3 `
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 z' }$ N4 D' K: y8 \Series 19 will not be entitled as such to receive notice of, attend, or vote at,
, I* v9 p/ B0 l) H0 o$ \9 sany meeting of the shareholders of the Bank unless and until the first time at
$ G2 a2 ^ R) x: L* w: pwhich the Board of Directors has not declared the whole dividend on the
2 L. | {# _8 `/ n3 zPreferred Shares Series 19 in any quarter. In that event, subject as5 U+ g$ D. o6 }/ |
hereinafter provided, the holders of Preferred Shares Series 19 will be
; ]0 |: ~$ [! M, j6 gentitled to receive notice of, and to attend, meetings of shareholders at which" D1 ?, y9 _' o: Q
directors of the Bank are to be elected and will be entitled to one vote for1 z- i0 z( d1 m6 Q; {9 ^, f( v$ K# d8 E
each Preferred Share Series 19 held. The voting rights of the holders of the
; w9 W0 Q- N- X, ?* XPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
9 d1 ^6 S# ]6 R% Athe first dividend on the Preferred Shares Series 19 to which the holders are" k! I V; Q8 p
entitled thereunder subsequent to the time such voting rights first arose until- R9 x& F9 M6 h6 x! R
such time as the Bank may again fail to declare the whole dividend on the
3 W; Z; Y; V+ _Preferred Shares Series 19 in respect of any quarter, in which event such, g* K" A9 x9 V7 e
voting rights will become effective again and so on from time to time.& [6 u. F: o. z% W. B8 t
S-6. V$ c5 ~- v/ B" u$ p
Priority: The preferred shares of each series of the Bank will rank on a parity with0 C. I$ v! Y* K4 R7 F+ \) n
every other series and are entitled to preference over the common shares of
/ P3 s" M, l. @% @3 u- Ythe Bank and over any other shares of the Bank ranking junior to the
# U; P3 M6 l. A, q3 e- l+ y4 a) hpreferred shares with respect to the payment of dividends and upon any
1 T( r' D! y8 y8 g% i- Y* ddistribution of assets in the event of the liquidation, dissolution or
5 K4 x8 s$ J; m# J" vwinding-up of the Bank.4 i5 J0 `( a. _3 s" F
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under8 k. {# F' Q- |/ c) I# j
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
9 J& S% A% D7 z" M- A! gSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
9 Q& K1 i3 P& {) w3 r2 adividends received on such shares under Part IV.1 of such Act. |
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