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发表于 2008-11-29 16:58
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下面是BMO的:
/ ^( M# F G' |8 Y a* uSUMMARY OF THE OFFERING+ [, J: |1 `# @5 m
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’’.
4 c0 e! G5 t! F; V( JIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
3 h- G- w* Q6 `# z5 ^; ~% AAmount: $150,000,000 (6,000,000 shares).
* w8 \8 S. g% c. GPrice and Yield: $25.00 per share to yield initially 6.50% per annum./ u, k! L& R4 l9 ^% D( E& Q/ _9 S
Principal Characteristics of the Preferred Shares Series 18
1 B9 ?7 Q M1 K0 I% c) ?4 uDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed! n+ t9 G& Z& k" ^( E0 o. ]$ P
non-cumulative preferential cash dividends, as and when declared by the& Z% I2 F/ A7 O0 s: [2 l) Y
Board of Directors, subject to the provisions of the Bank Act, for the initial
4 c5 h, Y9 f# g7 M' G2 P9 P( @4 r! Gperiod commencing on the closing date and ending on and including K) S8 f' Q S4 N2 s+ B- y
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the+ b9 M3 A: _' P) S6 M T" N
25th day of February, May, August and November in each year, at a rate5 O3 C& Q c0 @# ]
equal to $0.40625 per share. The initial dividend, if declared, will be payable
4 d ~) W8 a; C9 dMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
# L4 ^7 C1 ?; s- Y7 sdate of December 11, 2008.
, K4 Y! R- L( |* WFor each five-year period after the Initial Fixed Rate Period (each, a6 ]( {0 m4 { F5 F" x/ |
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares( g4 [2 D! Z1 Z; T% p
Series 18 will be entitled to receive fixed non-cumulative preferential cash
/ [- x7 H/ L; y* e" z, vdividends, as and when declared by the Board of Directors, subject to the+ S# X' h4 ^* `; ?
provisions of the Bank Act, payable quarterly on the 25th day of February,* z" h, [* D3 c
May, August and November in each year, in the amount per share per annum
- b* n1 i3 o n7 a9 qdetermined by multiplying the Annual Fixed Dividend Rate applicable to
7 c0 F6 D6 w. d/ q e' _such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend% ^0 [6 ?- g- F$ }
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
1 N, v' N9 q( \# x6 f& }Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
1 ^' S7 m' d7 b! t0 aof such Subsequent Fixed Rate Period and will be equal to the sum of the
" J9 O! z. W2 b1 b. H" w! w$ yGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
2 }, u" _$ n( r8 Bplus 3.83%.. s* o! e8 ] y! [' l
If the Board of Directors does not declare a dividend, or any part thereof, on
5 m; Q+ _* {% i* ?/ g- Mthe Preferred Shares Series 18 on or before the dividend payment date for a
: {# s$ G- Z$ U* F7 A( y2 e+ R* pparticular quarter, then the entitlement of the holders of the Preferred
U R) }" c$ }& o( l/ ]/ EShares Series 18 to receive such dividend, or to any part thereof, for such
! y4 F) }1 _7 Y8 @3 y( Oquarter will be forever extinguished.! g( H( L. q$ I9 H
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
% }* k( o1 u. l8 H: z4 ?5 XSuperintendent and to the provisions described below under ‘‘Details of the
2 ^! i0 i) r9 uOffering — Certain Provisions of the Preferred Shares Series 18 as a
' X0 K, u: b+ o2 l! ISeries — Restrictions on Dividends and Retirement of Shares’’, on$ F5 ~: {- m4 l: O. \; z% Q! a
February 25, 2014 and on February 25 every five years thereafter, on not
E; V% i/ S' w- E/ N( k+ ]more than 60 nor less than 30 days’ notice, the Bank may redeem all or any* m* u' Y4 q5 A9 m: n
part of the then outstanding Preferred Shares Series 18, at the Bank’s option4 A9 h w$ p6 j. V' u
without the consent of the holder, by the payment of an amount in cash for: P ^. h7 u8 G$ X
each such share so redeemed of $25.00 together with all declared and unpaid+ K' T- m4 K6 y) K
dividends to the date fixed for redemption.
3 S( ^ m9 J( B: W, ^) B N6 fConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic4 A& J }% U4 i8 T" E# G
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
9 y7 ]7 k8 C9 Q) fthe right, at their option, to convert, on February 25, 2014 and on- J. [7 G0 r2 S: Q
S-4
3 b" ~$ c0 a. d5 o. \2 J; wFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
: {; Z% o/ J: Wor all of their Preferred Shares Series 18 into an equal number of Preferred
) M* p1 G6 |, MShares Series 19 upon giving to the Bank notice thereof not earlier than2 X, `7 J1 b, w' L! P& b$ g3 h5 a. m
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day" l- B7 ?6 N2 ]
preceding, a Series 18 Conversion Date.! o" P) i3 ]8 [3 }& B3 S% J4 U
Automatic Conversion If the Bank determines, after having taken into account all shares tendered* C0 Q; m' ^: Q/ G
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares9 Y8 V# F2 x6 p# J6 ]) [6 n( x
Series 19, as the case may be, that there would be outstanding on such9 _' h3 f o" o) M
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,! g: Q/ {6 T; ^4 M: p' g0 c9 K
such remaining number of Preferred Shares Series 18 will automatically be
1 S) b3 y5 N- B9 H# }. K: ?7 c3 W3 u& y7 iconverted on such Series 18 Conversion Date into an equal number of
: V+ L7 H) d) ]Preferred Shares Series 19. Additionally, if the Bank determines that, after
5 m4 ? E7 \4 H9 [, _8 a2 Dconversion, there would be outstanding on such Series 18 Conversion Date# U4 K8 t3 j4 @ a7 d
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares) M: G! L1 V. }3 k
Series 18 will be converted into Preferred Shares Series 19.! t; e7 B, ^ J& u" l% R
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares z q" d! O. ]" F6 b" x3 S
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
0 w# d% f/ W6 Tany meeting of the shareholders of the Bank unless and until the first time at
/ a) h$ ]/ _* |& s7 k2 ~which the Board of Directors has not declared the whole dividend on the
# ~! ]6 x. m) W. SPreferred Shares Series 18 in any quarter. In that event, subject as& {* S9 M+ S8 r1 @2 T; W3 L/ S
hereinafter provided, the holders of Preferred Shares Series 18 will be0 h' m( C5 E2 x% c
entitled to receive notice of, and to attend, meetings of shareholders at which# Q [( C( Q, I# ?6 n+ ~! r
directors of the Bank are to be elected and will be entitled to one vote for
- L8 t, X: Q4 v! B- Feach Preferred Share Series 18 held. The voting rights of the holders of the' C8 T$ ^4 |8 m; W( Q9 j% b9 X
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of2 s! ?2 ]5 |8 K1 g( Y% ~1 M% Z
the first dividend on the Preferred Shares Series 18 to which the holders are$ ]7 X z& W" {& T. t! C: f
entitled thereunder subsequent to the time such voting rights first arose until9 B# e1 U$ z5 a) B+ H; m, c
such time as the Bank may again fail to declare the whole dividend on the7 B* |* _* l" ?; @' F
Preferred Shares Series 18 in respect of any quarter, in which event such( [6 A, g/ \. C& d- H7 I
voting rights will become effective again and so on from time to time.
\1 u2 E, [7 `( x2 x$ Y mPrincipal Characteristics of the Preferred Shares Series 19) @5 `/ X5 M% B
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive% Q3 i0 k/ h* U8 i
floating rate non-cumulative preferential cash dividends, as and when
( F' s8 O. S, L$ J- E1 G% Vdeclared by the Board of Directors, subject to the provisions of the Bank Act,
6 j. ^* f/ A ~3 vpayable quarterly on the 25th day of February, May, August and November
4 X# B/ l2 C8 I6 G" ein each year, in the amount per share determined by multiplying the" `( v6 [4 B" N3 W& @ ]* ]
applicable Quarterly Floating Dividend Rate by $25.00.7 X/ a$ Y. E# Q% z( }" w3 C
On the 30th day prior to the commencement of the initial quarterly dividend, g2 Y2 Z; Q/ M2 n
period beginning on February 25, 2014, and on the 30th day prior to the first
- i( S& c/ k; Eday of each subsequent quarterly dividend period (the initial quarterly
( R7 z/ ^8 O1 y( K9 wdividend period and each subsequent quarterly dividend period is referred to _5 s) A! s, n$ l. W
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
% S) _" g6 T2 x2 M2 [# yQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate; `+ f+ b3 z) `1 m4 q
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the9 H# P0 i7 {* Z6 A/ p+ ~
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days& n% \& X7 h7 U: N
elapsed in the applicable Quarterly Floating Rate Period divided by 365)- g) S: v$ j Y' `& F; s$ u
determined on the 30th day prior to the first day of the applicable Quarterly
$ B! L: u, B) w4 w: x7 I, WFloating Rate Period.. }: f" d6 P% m9 U
S-5
! A- X' z( I$ I3 uIf the Board of Directors does not declare a dividend, or any part thereof, on
H2 F& d# v8 Z( }: l3 Y- cthe Preferred Shares Series 19 on or before the dividend payment date for a
2 j% d0 O9 q" Z9 `- d3 l( Vparticular quarter, then the entitlement of the holders of the Preferred( w6 R$ ?) b7 p, h. Y
Shares Series 19 to receive such dividend, or to any part thereof, for such6 M% K$ a" M4 P
quarter will be forever extinguished.
2 I& `+ [: L7 |& `/ c" L' YRedemption: Subject to the provisions of the Bank Act and to the prior consent of the* @8 x: ~; j% X0 i
Superintendent and to the provisions described below under the heading) u: y6 t8 Y$ I6 d2 M1 N
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
+ c8 z; {; G7 Q; E: A4 W0 }Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,. M# @& d" V- q/ V4 X5 [% K
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all* d, n z* j2 l
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s3 m, K0 p- u6 h9 n# c
option without the consent of the holder, by the payment of an amount in; ~' b$ ^) f! C% [9 r3 Q
cash for each such share so redeemed of (i) $25.00 together with all declared
3 I2 M% @# J3 o) z" W# eand unpaid dividends to the date fixed for redemption in the case of, V; R. ^$ a- ?
redemptions on February 25, 2019 and on February 25 every five years
& a+ }1 ^. E* N; y6 }thereafter, or (ii) $25.50 together with all declared and unpaid dividends to% g4 {1 p, b! D- M4 {2 V( p
the date fixed for redemption in the case of redemptions on any other date
) r/ l8 `. H- von or after February 25, 2014.
6 p4 {; \. Y9 p2 ]+ }* O& MConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic) }8 B' P2 m' s! K1 E9 o* v
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
/ j+ `( }( ~& u% [the right, at their option, to convert, on February 25, 2019 and on
c* K! O9 Z& z3 I( E2 U6 }February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any! s+ t o+ c+ a+ a9 X7 w& u$ x
or all of their Preferred Shares Series 19 into an equal number of Preferred
% F5 ^1 P: _9 n$ EShares Series 18 upon giving to the Bank written notice thereof not earlier
2 |5 i: F$ r; @. ]than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
- s: Y) Y2 u1 `6 N8 |) r15th day preceding, a Series 19 Conversion Date.
" W% v& C8 c5 n) k% K+ VAutomatic Conversion If the Bank determines, after having taken into account all shares tendered0 O8 K; u, g% r/ u) n7 H
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
2 k& `! N4 A0 u# r) h8 d: fSeries 18, as the case may be, that there would be outstanding on such
z- @/ K2 r( Y' z# Z' O2 l8 PSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
+ i* q: R" ?7 h% p# o/ W) V. Csuch remaining number of Preferred Shares Series 19 will automatically be- V q$ G5 P8 b5 N
converted on such Series 19 Conversion Date into an equal number of
% Q4 F( \/ e2 G- dPreferred Shares Series 18. Additionally, if the Bank determines that, after( j$ I5 F$ Z: V+ u
conversion, there would be outstanding on such Series 19 Conversion Date8 t& f! r4 q6 C. Q Z+ M& ?) K
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares/ y- c w m% Z' J1 c+ Y
Series 19 will be converted into Preferred Shares Series 18.; T; M/ z( \8 o4 i4 s# K$ m6 b0 J
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 l. U: b! w- f+ @Series 19 will not be entitled as such to receive notice of, attend, or vote at,
* A0 H0 _3 u. Q7 C4 ^; dany meeting of the shareholders of the Bank unless and until the first time at
7 K9 Y/ u. a3 K* t' v6 a1 i# D, Nwhich the Board of Directors has not declared the whole dividend on the' U! m, H* s, F- C
Preferred Shares Series 19 in any quarter. In that event, subject as
! v2 j# l: }! C9 v W3 a1 Ihereinafter provided, the holders of Preferred Shares Series 19 will be
$ q# O8 {0 T8 c1 K y1 d4 l- t4 Dentitled to receive notice of, and to attend, meetings of shareholders at which
' L9 i/ `% s) @( M- o- l- Mdirectors of the Bank are to be elected and will be entitled to one vote for0 H9 G% t! h0 |
each Preferred Share Series 19 held. The voting rights of the holders of the) w( D6 s$ H# j9 X8 X% y) I
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
) S# ]9 f$ k5 B0 K2 \0 p7 B8 \) Hthe first dividend on the Preferred Shares Series 19 to which the holders are
; s& Z( P8 C+ o3 d! j) G0 lentitled thereunder subsequent to the time such voting rights first arose until1 W! `, B1 ] F# A
such time as the Bank may again fail to declare the whole dividend on the1 C- A l: h6 P, l
Preferred Shares Series 19 in respect of any quarter, in which event such
+ h: Y* L/ u6 b7 b" s; h5 B# Mvoting rights will become effective again and so on from time to time.
( w F* l6 A8 W9 r, ]S-6% |7 \3 F1 l8 ^
Priority: The preferred shares of each series of the Bank will rank on a parity with$ V7 Y- m! x3 T; M% C4 H
every other series and are entitled to preference over the common shares of
6 O9 r4 X5 V% F7 I9 f( B( R5 J+ Xthe Bank and over any other shares of the Bank ranking junior to the
1 @& h! C7 U$ l9 A# upreferred shares with respect to the payment of dividends and upon any/ v3 l- R3 d q' `
distribution of assets in the event of the liquidation, dissolution or' [, I j$ ^; g( l
winding-up of the Bank.
/ W; M$ Y3 q# q2 y4 |6 x) M' {Tax on Preferred Share The Bank will elect, in the manner and within the time provided under/ P3 E* Z7 W# r& S
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
4 H/ w; k6 r% C) \3 m, S2 M7 TSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
9 f: W4 X5 D% Q1 ~5 k1 h1 A' v, Vdividends received on such shares under Part IV.1 of such Act. |
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