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发表于 2008-11-29 16:58
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下面是BMO的:
7 i. W% J8 Q$ c. N8 USUMMARY OF THE OFFERING
3 y6 @+ i% B* R3 ^4 H) r" aThis 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’’.; W4 Z- q5 L7 r v
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
n4 M9 j( F8 l+ y8 s* VAmount: $150,000,000 (6,000,000 shares)., h! O8 X5 @ a4 c
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
( ? d" r8 f+ n$ m: aPrincipal Characteristics of the Preferred Shares Series 181 @; c ^2 k& T7 z/ h/ A8 ~
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed! O# W' Q& u9 @$ l4 b" Q2 e0 Q
non-cumulative preferential cash dividends, as and when declared by the
5 X8 v* V; ]' V# R& ~" F% T; bBoard of Directors, subject to the provisions of the Bank Act, for the initial
3 ~5 L. C; s$ m4 Q; Iperiod commencing on the closing date and ending on and including. q8 L6 f: C" ^7 `
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the6 E% D1 L7 P3 L- x* t" G# U
25th day of February, May, August and November in each year, at a rate
- [1 N) T! ~& W" H& r0 ~% i$ Hequal to $0.40625 per share. The initial dividend, if declared, will be payable
" N, V# r0 }2 Z, X: GMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
3 R$ N& y5 j9 m) Idate of December 11, 2008.
0 G* D% F/ j4 ?- B" uFor each five-year period after the Initial Fixed Rate Period (each, a
/ i0 O! C& [% ^2 m8 B‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
% o. b* N5 ` o* VSeries 18 will be entitled to receive fixed non-cumulative preferential cash
* a- u/ V4 V# H4 F( G2 \dividends, as and when declared by the Board of Directors, subject to the: b. j I( w+ j/ C/ ^2 M0 ~% w
provisions of the Bank Act, payable quarterly on the 25th day of February,
) @3 {1 w7 W2 I. ]- _May, August and November in each year, in the amount per share per annum
) t6 K$ g( ~7 z' n* B( H$ C) odetermined by multiplying the Annual Fixed Dividend Rate applicable to
" v/ d+ o6 P# l/ ksuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend+ ], u5 b$ ^+ j
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
" {/ g; X" y" V0 cBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
/ r% G: ^: i3 z+ S8 w Lof such Subsequent Fixed Rate Period and will be equal to the sum of the
# L1 [7 J7 Y3 \, k! s0 HGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
/ j" c9 ]6 a' splus 3.83%.7 |6 O5 B( a, S- e+ |7 ~$ M
If the Board of Directors does not declare a dividend, or any part thereof, on
# V2 F8 i' R7 S% o! W+ n8 i0 Mthe Preferred Shares Series 18 on or before the dividend payment date for a
) V+ f* P( ^7 R2 I# Qparticular quarter, then the entitlement of the holders of the Preferred
& H9 D2 C( U- j% O/ q& {# i' p+ UShares Series 18 to receive such dividend, or to any part thereof, for such
r0 p8 E3 q8 x8 L" C' Q+ Yquarter will be forever extinguished.( O$ k) d9 P2 j: R5 |! x. Z( E
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
/ |# E9 n, L8 y- W- rSuperintendent and to the provisions described below under ‘‘Details of the
3 C7 [9 [/ A- nOffering — Certain Provisions of the Preferred Shares Series 18 as a* f: g3 e$ Z+ Q! P. s
Series — Restrictions on Dividends and Retirement of Shares’’, on8 a9 O* h8 s% s- g; a3 F
February 25, 2014 and on February 25 every five years thereafter, on not
. S! Y! j* i z0 H) R3 |& o$ wmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any9 Y+ s" O/ j4 o) L
part of the then outstanding Preferred Shares Series 18, at the Bank’s option' x1 {- o& }" c% p7 b! U
without the consent of the holder, by the payment of an amount in cash for
$ p3 [1 ?, K1 Z4 u( i% \each such share so redeemed of $25.00 together with all declared and unpaid
3 o- v4 P* v- _" ~& A. I( Pdividends to the date fixed for redemption.8 C& l3 V1 X# W; q$ Y! N3 ~
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic, ^' A$ E, u$ {6 W
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
# T5 G/ g- P( g5 X: Q8 B5 U; c8 Othe right, at their option, to convert, on February 25, 2014 and on$ o$ s. o4 H* w, T: c
S-4
5 Q6 Q2 y% j- ~) F) Z- iFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
8 L% h' J, [1 B4 z5 i# ^6 s8 por all of their Preferred Shares Series 18 into an equal number of Preferred: G M5 T* [, _6 B3 R
Shares Series 19 upon giving to the Bank notice thereof not earlier than
" y) e* K# V. I7 \5 C0 y30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day$ A3 u7 H$ R% y* ` w8 e+ B9 |& @
preceding, a Series 18 Conversion Date.
) m% c: D5 r- n" V6 ?. Z. E" |, J0 oAutomatic Conversion If the Bank determines, after having taken into account all shares tendered, W/ j% q: L8 {2 u3 n( u
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares' a: Q _% ^& P* i) R
Series 19, as the case may be, that there would be outstanding on such& R/ I: M# u& }1 ?
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,6 ~9 f3 w$ c4 A) O
such remaining number of Preferred Shares Series 18 will automatically be
w9 b3 B/ ?/ Q6 m% V9 Nconverted on such Series 18 Conversion Date into an equal number of! q1 Q1 z$ B* _1 n' y/ j1 V& I7 N
Preferred Shares Series 19. Additionally, if the Bank determines that, after
1 Z9 g9 A% @" y5 J7 Yconversion, there would be outstanding on such Series 18 Conversion Date0 f. ]9 R! _0 ~7 M4 e0 t/ u
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares% c' m, B2 S2 V6 J9 E
Series 18 will be converted into Preferred Shares Series 19.) G' c& G3 ] j* h
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
0 ]6 m/ b$ w4 {& j" ~2 e& N$ ?# LSeries 18 will not be entitled as such to receive notice of, attend, or vote at,& K* t+ b) l) Z5 H% Z% {# F
any meeting of the shareholders of the Bank unless and until the first time at
' @! R' D& N5 Z6 U+ iwhich the Board of Directors has not declared the whole dividend on the3 }/ s+ s5 J, P- V5 _
Preferred Shares Series 18 in any quarter. In that event, subject as9 S% a" H- S+ C
hereinafter provided, the holders of Preferred Shares Series 18 will be
" N* l) ]1 ~% N; c/ V' T3 uentitled to receive notice of, and to attend, meetings of shareholders at which ~/ T6 P# v5 G
directors of the Bank are to be elected and will be entitled to one vote for3 k$ E% D/ t- O; Y2 Q7 ]
each Preferred Share Series 18 held. The voting rights of the holders of the
9 ^$ W$ Y. H" f9 Q* ^0 D c2 {Preferred Shares Series 18 will forthwith cease upon payment by the Bank of# u6 {2 r# b7 u7 J) E5 G, Y8 H6 G
the first dividend on the Preferred Shares Series 18 to which the holders are6 ~- V9 S- k+ R8 k
entitled thereunder subsequent to the time such voting rights first arose until
3 p% x9 L+ y: I2 @$ asuch time as the Bank may again fail to declare the whole dividend on the4 H/ }/ A. l) @: _6 M& q8 L6 t) S. o
Preferred Shares Series 18 in respect of any quarter, in which event such
1 O1 u9 Q- w' a3 D3 A! `$ i+ ]voting rights will become effective again and so on from time to time.* K U/ k* _: X/ r g7 d j; Q( x
Principal Characteristics of the Preferred Shares Series 19+ [$ g x+ e2 x+ |0 R1 E. i
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive; o- e- w( {$ G) H+ P: ]; h
floating rate non-cumulative preferential cash dividends, as and when
! s J+ A' P! Hdeclared by the Board of Directors, subject to the provisions of the Bank Act,
o2 u$ f7 \* K2 Xpayable quarterly on the 25th day of February, May, August and November
8 G0 t% u7 m- B% B& f# ~9 sin each year, in the amount per share determined by multiplying the
4 i% @4 f, w/ Y9 }* w2 a& fapplicable Quarterly Floating Dividend Rate by $25.00.3 E3 Q1 M! ` a3 W! z
On the 30th day prior to the commencement of the initial quarterly dividend
: q/ u) L* A0 G+ E, ^) {6 Y: Cperiod beginning on February 25, 2014, and on the 30th day prior to the first5 H9 F' x# D9 O+ L" o$ _6 |
day of each subsequent quarterly dividend period (the initial quarterly! Y+ d) Q3 S) Z! Q8 T- a. B0 D
dividend period and each subsequent quarterly dividend period is referred to% i0 l( S( P' O2 c# x
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the+ t# v* ~% P z, }# a6 G& X8 Q, H
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
6 S6 i& E8 |% B% F$ G' b! Z& EPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the3 q! v0 P/ N& c. V- O' _
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
0 v' `) _# s/ V, |3 ?elapsed in the applicable Quarterly Floating Rate Period divided by 365)
' b) S! u* y8 ]/ y n3 R8 Ndetermined on the 30th day prior to the first day of the applicable Quarterly
7 K# b: v( j& j' C! T* i, cFloating Rate Period.5 Z6 Q$ M* `6 \! v& ~4 c
S-52 K; c; o* O j' ^9 ?. V& v2 u5 E
If the Board of Directors does not declare a dividend, or any part thereof, on( e+ W+ I0 B# \) t) G' v- d
the Preferred Shares Series 19 on or before the dividend payment date for a
0 S, I1 W4 G! s- o1 }2 dparticular quarter, then the entitlement of the holders of the Preferred1 K7 G& o5 z; d1 z
Shares Series 19 to receive such dividend, or to any part thereof, for such
3 O" c4 s2 ~1 W" m e5 ]& z( kquarter will be forever extinguished.- p5 l9 z- W! s- P& y _) e, S1 O
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the4 I" u7 ]. T# {" C
Superintendent and to the provisions described below under the heading+ i3 H& X! j1 L+ q2 ^" ^
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
5 I; q# d* h* q2 Z% O% @Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
. B: L. s; p4 n7 D6 jon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
, F9 {. m+ g; v/ ^% Qor any part of the then outstanding Preferred Shares Series 19, at the Bank’s {3 W% w+ i W8 T/ j( E; f
option without the consent of the holder, by the payment of an amount in
% y7 S+ N! T) A# Q& Xcash for each such share so redeemed of (i) $25.00 together with all declared
0 a, H5 j/ V* P% J8 |# i2 Yand unpaid dividends to the date fixed for redemption in the case of
/ G# d1 M! X6 }. f3 L* S, \- Lredemptions on February 25, 2019 and on February 25 every five years2 {! B! I0 R9 M W+ m# i( ~2 e
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
; Y; H8 g' y7 H& e: {2 S, M" d+ b8 Ethe date fixed for redemption in the case of redemptions on any other date
% ?0 ?1 o, U2 X( zon or after February 25, 2014.# M/ o f# ^, j- r- |" H
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
: V0 U' B% z$ L5 v3 X. e9 D; WShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have, j% w. V6 P% s3 p, A
the right, at their option, to convert, on February 25, 2019 and on6 v: b2 K6 w5 u" m L+ R5 c1 e; r
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
+ \2 M3 r8 r; ~* z# }0 tor all of their Preferred Shares Series 19 into an equal number of Preferred( O" h' j4 Q9 h6 ]4 I6 Q# q* @
Shares Series 18 upon giving to the Bank written notice thereof not earlier
9 }/ K2 r- w& Athan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the& S. E. X* u; w( S
15th day preceding, a Series 19 Conversion Date.
0 e2 c$ a- ]; l Z% }: ~3 ]& n+ OAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
0 _7 N' [8 p7 @: n9 ^# z" Z4 ~Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares6 X2 r) e' Q8 b$ S7 J; V. A
Series 18, as the case may be, that there would be outstanding on such. w( Q. k c9 R- \* H+ m) x. X
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,& c! i9 e/ x! T, [7 Y# }: m+ a
such remaining number of Preferred Shares Series 19 will automatically be3 L! V0 N1 c$ u/ x" ?6 K9 A
converted on such Series 19 Conversion Date into an equal number of
0 w9 M& p) D aPreferred Shares Series 18. Additionally, if the Bank determines that, after* n" r( y& u, P3 h; w; U
conversion, there would be outstanding on such Series 19 Conversion Date
2 M& w. `0 n% V* d. }4 wless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares) O( [2 f" @$ _2 Y$ f% U+ ~; N
Series 19 will be converted into Preferred Shares Series 18.# t) n. |, r' B# l0 B
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
* y5 J# N. d! ^; u, ~$ ^9 r. QSeries 19 will not be entitled as such to receive notice of, attend, or vote at,: s- l/ P- X# Y) B6 C
any meeting of the shareholders of the Bank unless and until the first time at
1 e( \5 I3 P: p; ~which the Board of Directors has not declared the whole dividend on the* z& N3 q7 C2 z4 V* F
Preferred Shares Series 19 in any quarter. In that event, subject as
+ e# K, O1 ?5 f3 ]% z( Ahereinafter provided, the holders of Preferred Shares Series 19 will be6 _/ l3 ^+ ~( T
entitled to receive notice of, and to attend, meetings of shareholders at which
! [- p5 D& e9 M0 ]* Fdirectors of the Bank are to be elected and will be entitled to one vote for
$ C: S- @$ k8 n( h: X1 O9 Ceach Preferred Share Series 19 held. The voting rights of the holders of the/ v& O: l' M/ U2 Q. s' M
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of3 T; }6 `0 q N- y( e, r4 G1 o9 N" \
the first dividend on the Preferred Shares Series 19 to which the holders are
9 x; s+ u9 C2 M$ ~* d* Uentitled thereunder subsequent to the time such voting rights first arose until# b4 f3 @6 [& L
such time as the Bank may again fail to declare the whole dividend on the
7 S+ y2 ~: r* w8 pPreferred Shares Series 19 in respect of any quarter, in which event such
( J4 `2 a3 m3 V7 C3 {voting rights will become effective again and so on from time to time." B( H5 G3 _- |: A8 O' k+ y/ d/ `
S-6
# c7 H6 H. p4 q' oPriority: The preferred shares of each series of the Bank will rank on a parity with
# i) a9 Q/ u& F2 _2 C' zevery other series and are entitled to preference over the common shares of
6 r9 H3 G8 m( G. A- a& E4 f& mthe Bank and over any other shares of the Bank ranking junior to the
! F- Z' m1 l9 w3 m% N* r7 Y, dpreferred shares with respect to the payment of dividends and upon any
% y3 ]9 E) O k; J" T9 v3 idistribution of assets in the event of the liquidation, dissolution or
1 N( Q6 m4 x$ j0 A. T9 y5 e0 |winding-up of the Bank.
# x5 z0 S5 _- `1 Z0 B$ aTax on Preferred Share The Bank will elect, in the manner and within the time provided under$ _& L' z' {* P9 w9 ]$ C5 ]9 ~3 B- W4 m: v
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
, C3 [0 k4 s. rSeries 18 and Preferred Shares Series 19 will not be required to pay tax on( c# o2 |$ V. r1 A1 e! n$ t
dividends received on such shares under Part IV.1 of such Act. |
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