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发表于 2008-11-29 16:58
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下面是BMO的:3 E- j( T9 w$ T
SUMMARY OF THE OFFERING
$ f" X4 _7 t6 S, g2 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’’./ `; t8 U# k9 t+ x2 w: G4 b
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.$ z# E0 u) e: [$ O( p0 F8 K
Amount: $150,000,000 (6,000,000 shares).
+ E3 t; t- z0 @1 Z7 I8 VPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
7 ]7 P8 P) g9 Z# }, ZPrincipal Characteristics of the Preferred Shares Series 18
" i: x2 M) A! hDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
' y% H, w/ M+ `3 `$ ]non-cumulative preferential cash dividends, as and when declared by the
8 F3 q' z' \3 _2 o$ h% }( ~4 CBoard of Directors, subject to the provisions of the Bank Act, for the initial
1 E) [4 C) H- ~4 Jperiod commencing on the closing date and ending on and including
- Z9 `/ h& y" C7 p( A0 yFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the2 i1 Z( }( [8 Z9 k: f2 a
25th day of February, May, August and November in each year, at a rate8 a* R1 g9 U* N+ X+ x( n$ _$ @) H: K
equal to $0.40625 per share. The initial dividend, if declared, will be payable
: B; e( R$ L9 B' rMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
J; L9 ^7 c. R: `+ L. y. rdate of December 11, 2008. A" x2 |) F' z" R9 v2 ~
For each five-year period after the Initial Fixed Rate Period (each, a+ N! z4 B& p6 q& x5 E' F4 ^3 x. {
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
3 R/ S5 E' L* i4 e9 F. v( u$ _Series 18 will be entitled to receive fixed non-cumulative preferential cash( H" `* ?& N P: d( T
dividends, as and when declared by the Board of Directors, subject to the1 g5 Q# V8 x- _8 h4 \
provisions of the Bank Act, payable quarterly on the 25th day of February,
2 i: W4 y. o& }, ?. ~( f" KMay, August and November in each year, in the amount per share per annum& r* [9 F) |* C" U V: X
determined by multiplying the Annual Fixed Dividend Rate applicable to3 ~0 z; A! M, l* A8 P8 q; f
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
R$ z; e1 u& h, c4 q" C H& jRate for the ensuing Subsequent Fixed Rate Period will be determined by the, S4 @8 x: R. A) e, t. M0 U! {" h8 o
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
. m/ x* i) g+ E' u2 V1 f+ T% wof such Subsequent Fixed Rate Period and will be equal to the sum of the8 T- u+ r. Z5 m4 Z) F7 G2 F
Government of Canada Yield on the applicable Fixed Rate Calculation Date0 a$ Q# ~6 r( b2 Y! a8 I' i- S
plus 3.83%.; i- W) x0 J/ W a' h2 ^& O
If the Board of Directors does not declare a dividend, or any part thereof, on$ N. ?9 x4 I6 o8 n) M
the Preferred Shares Series 18 on or before the dividend payment date for a' d2 m9 H# X0 U8 @. q" z
particular quarter, then the entitlement of the holders of the Preferred( \/ E/ J9 K9 A7 A, o1 ]
Shares Series 18 to receive such dividend, or to any part thereof, for such3 j2 `; U) U# | V1 h: o
quarter will be forever extinguished.
. _2 m5 H7 Y7 [' O1 s' b, ORedemption: Subject to the provisions of the Bank Act and to the prior consent of the
" Z7 b; F; w1 D- l6 aSuperintendent and to the provisions described below under ‘‘Details of the
; b* D, b" {, g$ w7 GOffering — Certain Provisions of the Preferred Shares Series 18 as a$ H0 }. L s, h
Series — Restrictions on Dividends and Retirement of Shares’’, on
4 O/ u, h. |, J7 gFebruary 25, 2014 and on February 25 every five years thereafter, on not- ~4 }; s7 b6 Q/ X! U
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any+ u; K7 w6 @0 ], k% O
part of the then outstanding Preferred Shares Series 18, at the Bank’s option, |4 j% M- l! W7 J
without the consent of the holder, by the payment of an amount in cash for
. y! X/ Q; T- _4 A3 q) b, ?each such share so redeemed of $25.00 together with all declared and unpaid
* K5 p4 z2 n& U% Qdividends to the date fixed for redemption.; M0 h L+ P' Q4 |* g
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
9 J% O) \! b; |8 LShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have9 R5 A/ x7 b" k% q, L$ t/ |
the right, at their option, to convert, on February 25, 2014 and on
( m1 q3 o# L2 h7 vS-4; o( q: A& c' c: Z# Y4 y
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any. e1 D9 T, Z0 v! d
or all of their Preferred Shares Series 18 into an equal number of Preferred" `! r' V4 ` Y3 _0 ?
Shares Series 19 upon giving to the Bank notice thereof not earlier than. [+ N7 E% l( \1 P# H4 S
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day& n% i2 w' U! }, G b
preceding, a Series 18 Conversion Date.
( I& ~! _% `7 u0 s* |, f. \Automatic Conversion If the Bank determines, after having taken into account all shares tendered
6 o' L3 E) D& j. kProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
6 D+ y. z+ \9 F9 Y2 SSeries 19, as the case may be, that there would be outstanding on such6 N0 ~ n( T4 o9 d4 A. r
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
, X# j) X: s. d2 gsuch remaining number of Preferred Shares Series 18 will automatically be3 R% t. i8 w: x) {
converted on such Series 18 Conversion Date into an equal number of1 {: m; L: b, r+ ]$ _
Preferred Shares Series 19. Additionally, if the Bank determines that, after
& j( s4 `/ D; |conversion, there would be outstanding on such Series 18 Conversion Date# E) L2 U6 T, ^4 G
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
0 S9 I1 V. R: R6 T' XSeries 18 will be converted into Preferred Shares Series 19.: E6 a, g1 P8 F% p
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares$ ^8 ^ f8 ^4 M$ y( n5 e& f
Series 18 will not be entitled as such to receive notice of, attend, or vote at,) X% a" s. H, \" A2 t
any meeting of the shareholders of the Bank unless and until the first time at
: `( Z5 l5 _; R: Q9 D1 Qwhich the Board of Directors has not declared the whole dividend on the7 r6 |) a3 x* @$ ~% ~/ E" O( e' a* J
Preferred Shares Series 18 in any quarter. In that event, subject as
* z! e& q4 R, j7 o, Qhereinafter provided, the holders of Preferred Shares Series 18 will be
. e% B$ W: J' Q) ]7 Q Gentitled to receive notice of, and to attend, meetings of shareholders at which' r. _# h# Q4 A
directors of the Bank are to be elected and will be entitled to one vote for
8 B3 Z5 p+ F) i9 {7 P- zeach Preferred Share Series 18 held. The voting rights of the holders of the2 i* D; _) Z" f; c+ R) J
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of$ e# U8 k9 l. Y R9 O
the first dividend on the Preferred Shares Series 18 to which the holders are
' `) K3 I8 r3 r' y: h7 t& K9 `5 Dentitled thereunder subsequent to the time such voting rights first arose until/ W3 s4 M8 U' g( k1 {
such time as the Bank may again fail to declare the whole dividend on the
3 T5 O( C9 q# h$ ]5 BPreferred Shares Series 18 in respect of any quarter, in which event such9 S0 W& q* r+ n" z. _$ j* J* U
voting rights will become effective again and so on from time to time.9 y& C7 u, H; D: I( {% \
Principal Characteristics of the Preferred Shares Series 19# |$ w; |* |6 ~
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
: p2 k0 U6 `7 H) c+ |* N6 Pfloating rate non-cumulative preferential cash dividends, as and when
0 ^/ N+ ?% ] }( C$ f( Edeclared by the Board of Directors, subject to the provisions of the Bank Act,4 V% g9 w& i6 J4 x* q! M' Z! G
payable quarterly on the 25th day of February, May, August and November( _ s+ _! \' M: v
in each year, in the amount per share determined by multiplying the
5 s$ f& H3 P! T2 Japplicable Quarterly Floating Dividend Rate by $25.00.
! V" U# S0 C& w0 qOn the 30th day prior to the commencement of the initial quarterly dividend
3 k) m- a+ Z, d' |# Vperiod beginning on February 25, 2014, and on the 30th day prior to the first
6 O1 \" i2 B0 M Y+ }day of each subsequent quarterly dividend period (the initial quarterly C8 ^6 O9 V1 M, U' }% s! X" Q
dividend period and each subsequent quarterly dividend period is referred to0 E- R# r: s/ d' f0 a& s0 S8 v$ F1 H
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
/ _0 l. G" }+ @1 XQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate2 ~/ q2 B( ^+ T; {3 D. [$ r
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the' }1 c+ Y# N- R0 ]8 b% U# {: m
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
$ m: U$ W m! {+ F2 G7 s) Relapsed in the applicable Quarterly Floating Rate Period divided by 365)
8 l- g1 i6 J: D* x r1 zdetermined on the 30th day prior to the first day of the applicable Quarterly0 P; g: y& c4 z' g
Floating Rate Period.* f7 j9 R1 y! i4 o
S-5+ N0 m2 U! N4 ^9 g0 V
If the Board of Directors does not declare a dividend, or any part thereof, on
3 E( [3 H5 @5 M5 pthe Preferred Shares Series 19 on or before the dividend payment date for a0 L3 E1 c0 }, H1 r3 \
particular quarter, then the entitlement of the holders of the Preferred
! i C$ V3 F& H4 E0 D+ M. [Shares Series 19 to receive such dividend, or to any part thereof, for such8 W( \7 h8 s& p4 s# B
quarter will be forever extinguished.
. ?# m& B/ @3 ^1 T9 d! u! e1 wRedemption: Subject to the provisions of the Bank Act and to the prior consent of the# Q& u, v0 H3 J. }, X
Superintendent and to the provisions described below under the heading# e- s. C" b6 _0 y. y3 M; C1 K4 l
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
8 B* @! G Q' p3 d/ M* DSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,- B' N% F3 z0 m2 {/ K5 H: P0 b* }
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all- \% l0 L! C6 J6 `
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s: s% f- Y+ p% L7 ], ]* u& a
option without the consent of the holder, by the payment of an amount in8 ?5 Y3 B) ~) M3 j8 D
cash for each such share so redeemed of (i) $25.00 together with all declared
4 f% q8 I( F4 \' b# vand unpaid dividends to the date fixed for redemption in the case of8 P; A6 \: r% D9 ?. v+ O! ?$ M
redemptions on February 25, 2019 and on February 25 every five years+ g6 A. y- j. _
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
: K7 m* M x+ e* q9 ]0 rthe date fixed for redemption in the case of redemptions on any other date
4 m% A# |/ q1 g7 `! c! aon or after February 25, 2014.4 g, G' Y+ v6 y1 r% J3 @
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
! v: O0 f4 Q& X5 p! r! R; i2 d9 RShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have1 |& |( v9 ]! e1 R0 ~! h$ t
the right, at their option, to convert, on February 25, 2019 and on$ I! a3 H1 _+ J; C7 Y# z% x
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any. L8 F1 n- }) G0 p. w
or all of their Preferred Shares Series 19 into an equal number of Preferred& A) G/ a. w1 l# A3 ]& C' E7 Z( |
Shares Series 18 upon giving to the Bank written notice thereof not earlier ^ u4 o7 O, W1 q1 f* @9 Q
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
" {$ j- J! K& ^1 X15th day preceding, a Series 19 Conversion Date.
& ?6 V! V, a8 k0 {( l5 t1 K3 w% wAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
/ h- r( m$ _3 \8 k1 yProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares; R4 q: l9 J% l: _7 c( A
Series 18, as the case may be, that there would be outstanding on such5 c5 R+ q9 H/ Q
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
, {: ~7 ?# C7 U) \% D& c+ J$ }such remaining number of Preferred Shares Series 19 will automatically be
3 Y3 E; h$ U0 t2 Y( [1 d5 dconverted on such Series 19 Conversion Date into an equal number of0 J9 I1 N V/ o3 j
Preferred Shares Series 18. Additionally, if the Bank determines that, after' V% J: K$ v/ x) J. w" J9 E
conversion, there would be outstanding on such Series 19 Conversion Date, I4 N0 W6 R1 J. o" [% W2 K
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
& g. S5 m$ z9 N7 u& USeries 19 will be converted into Preferred Shares Series 18.
( t5 u& N6 E3 g- `Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
1 ]4 [) G: ^0 a1 H) ^6 g* L% |$ ISeries 19 will not be entitled as such to receive notice of, attend, or vote at,4 h6 s5 l% Z" [
any meeting of the shareholders of the Bank unless and until the first time at+ I+ ^6 G; F/ t- S# @& q
which the Board of Directors has not declared the whole dividend on the. V( ?; c6 g( s
Preferred Shares Series 19 in any quarter. In that event, subject as
9 G7 r k' M r# _* i7 C& {6 c% Khereinafter provided, the holders of Preferred Shares Series 19 will be1 j H* i+ ^/ L$ K1 n3 F! Z+ D
entitled to receive notice of, and to attend, meetings of shareholders at which* H5 M# X: h1 L( O+ }, S
directors of the Bank are to be elected and will be entitled to one vote for% y" ^3 c* q- ^, O; a9 |
each Preferred Share Series 19 held. The voting rights of the holders of the7 W2 k6 ?; T/ J9 o9 W
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of3 h5 R( B1 |3 [. q h
the first dividend on the Preferred Shares Series 19 to which the holders are, G* H+ l0 [5 Z: w7 Z8 S: L3 w
entitled thereunder subsequent to the time such voting rights first arose until ?/ J# {' h9 K, e9 |. C3 Z( _# u
such time as the Bank may again fail to declare the whole dividend on the
* A$ Q) k, j2 GPreferred Shares Series 19 in respect of any quarter, in which event such
# [! z, Y" t/ ?( y, ]4 V0 wvoting rights will become effective again and so on from time to time.% v$ V% k x; j' u% k4 L& ]& F! P
S-6 x; A9 J7 e, M1 d' N1 }7 J& A- k! |
Priority: The preferred shares of each series of the Bank will rank on a parity with
N6 K2 y6 I% t/ E7 Ievery other series and are entitled to preference over the common shares of" s2 O9 P+ d5 D1 U2 I! R
the Bank and over any other shares of the Bank ranking junior to the* i, p5 I- u {/ n
preferred shares with respect to the payment of dividends and upon any
) d1 V& S1 X$ {2 gdistribution of assets in the event of the liquidation, dissolution or) w; @+ T5 I; {9 P8 c+ S
winding-up of the Bank.
& e% ~ L [% Q, h" y, z! T( V7 v- KTax on Preferred Share The Bank will elect, in the manner and within the time provided under6 }9 _( H) E1 E
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
# R6 C6 q4 X: E# ?& P! Y4 |8 x: LSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
) f$ s. c" E! P0 Y7 q; K7 u+ |' K Kdividends received on such shares under Part IV.1 of such Act. |
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