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发表于 2008-11-29 16:58
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下面是BMO的:
( V, x; _) @1 X# Z* G- eSUMMARY OF THE OFFERING
% E& W: l' M" GThis 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’’.
: w* N% m! r$ J& J- P: JIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.. K9 `; i9 E, }3 V2 w& F5 r. O
Amount: $150,000,000 (6,000,000 shares).
s6 R8 x, V; ], Q# l1 iPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
* D9 x. c: F$ j- L# M' vPrincipal Characteristics of the Preferred Shares Series 18( m9 F$ g: x1 U- c
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
% ~+ A9 b6 }( a! unon-cumulative preferential cash dividends, as and when declared by the4 w5 ]3 w+ h: ?' J7 j
Board of Directors, subject to the provisions of the Bank Act, for the initial
( g0 H: C; L, R8 D W: g3 \" \period commencing on the closing date and ending on and including
- E/ ~0 T6 b9 |; E" wFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
. m0 g# h+ ~# I4 t$ D z' N25th day of February, May, August and November in each year, at a rate
) [2 \1 g' N/ t2 y3 dequal to $0.40625 per share. The initial dividend, if declared, will be payable
9 {( P: U8 K9 J4 cMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing4 J. Y& r. D5 ?
date of December 11, 2008.
0 n! S, Q. s8 ~" A$ LFor each five-year period after the Initial Fixed Rate Period (each, a _( E' S( E m4 P# Q2 k, L
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
: }. J* T% r; G+ fSeries 18 will be entitled to receive fixed non-cumulative preferential cash, P5 |3 T; K" {: M0 q, |) w. e1 E
dividends, as and when declared by the Board of Directors, subject to the2 J1 p. E2 |, b! b+ z' \/ C' W3 q
provisions of the Bank Act, payable quarterly on the 25th day of February,! I% Q( M0 ^8 P4 _1 F
May, August and November in each year, in the amount per share per annum5 L/ Z8 a8 y8 O) {" u
determined by multiplying the Annual Fixed Dividend Rate applicable to
* a- E0 Q8 U: G. ?. gsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
+ } C2 g9 {4 |# ?. ~% bRate for the ensuing Subsequent Fixed Rate Period will be determined by the7 [# @7 M6 W( x' i0 ^
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
- f( Y4 z/ B/ ^of such Subsequent Fixed Rate Period and will be equal to the sum of the
9 _; n6 l# z% D( W0 [/ CGovernment of Canada Yield on the applicable Fixed Rate Calculation Date. H4 `# w5 M0 H
plus 3.83%.
+ g6 u: j. L' X+ L! i. N! VIf the Board of Directors does not declare a dividend, or any part thereof, on
( H6 c$ k* H4 d2 ^2 Y; Dthe Preferred Shares Series 18 on or before the dividend payment date for a
$ C$ D- b7 t8 M0 Q3 v8 q& Tparticular quarter, then the entitlement of the holders of the Preferred
: Y+ S- H1 f$ iShares Series 18 to receive such dividend, or to any part thereof, for such, v0 k6 k$ ]$ j+ G5 ~2 k8 a
quarter will be forever extinguished.
$ n# q, D, T0 x) L4 A/ l5 V, ?( V& C4 ZRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
' }) \- f e& P& ~. J& ySuperintendent and to the provisions described below under ‘‘Details of the. c8 P: h# l& f3 }
Offering — Certain Provisions of the Preferred Shares Series 18 as a
# y0 i' I5 o' j- q: ?& E1 y/ ESeries — Restrictions on Dividends and Retirement of Shares’’, on
$ |3 c+ F! ^# O- p9 m- T# A0 \) CFebruary 25, 2014 and on February 25 every five years thereafter, on not* x9 l$ d' k. @0 C* {" ^& J
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any: W* f/ E+ e$ f8 J- D/ ]* N
part of the then outstanding Preferred Shares Series 18, at the Bank’s option0 u" C3 I0 i; E- ?
without the consent of the holder, by the payment of an amount in cash for
: @6 ] s% e( oeach such share so redeemed of $25.00 together with all declared and unpaid1 o( C6 H" U# V
dividends to the date fixed for redemption.: k8 G1 I! B% B4 a: t, f% K2 E9 ]
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic! ?& q9 v6 ]3 A# l' @ G
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have& E4 X7 t( Z$ E& L, D0 z
the right, at their option, to convert, on February 25, 2014 and on# v S' Y4 x" k1 ^4 g
S-4
- T( T' R6 t: H) D2 k; U' b# j: QFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
6 G8 A ^# d1 j% E; x0 ror all of their Preferred Shares Series 18 into an equal number of Preferred- l9 z( H h& `
Shares Series 19 upon giving to the Bank notice thereof not earlier than
$ F; ?5 y. n* I$ X% y30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
+ _9 X, H( a: |' K. e% x! _preceding, a Series 18 Conversion Date.
2 U; }8 s/ a% U' b) n2 `' o* PAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
2 m! E6 N; c L$ s9 J0 eProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares! e8 M- A. k% X; v
Series 19, as the case may be, that there would be outstanding on such
* r$ @7 Y3 D3 l0 USeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
2 ?# t2 g5 h0 Q5 [# y* Rsuch remaining number of Preferred Shares Series 18 will automatically be8 y8 t6 Q4 z) k" R3 w$ @ d
converted on such Series 18 Conversion Date into an equal number of
. L) K# `6 N7 x5 ?- ~Preferred Shares Series 19. Additionally, if the Bank determines that, after) X+ |9 f: m( x- G4 L5 Q
conversion, there would be outstanding on such Series 18 Conversion Date
. r: [0 n( X) [, W+ @2 b4 h( d. kless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
8 \0 s4 Y8 U7 Z2 B+ F& Z6 PSeries 18 will be converted into Preferred Shares Series 19.& x- g4 i! a8 Z P8 B
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
! P9 R) _0 h! JSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
$ m- f( i$ u- y3 v. tany meeting of the shareholders of the Bank unless and until the first time at
7 `7 {1 H, b# M! o! Qwhich the Board of Directors has not declared the whole dividend on the
7 Q" c& w) j T0 \8 X& d# nPreferred Shares Series 18 in any quarter. In that event, subject as' a/ b M& M) h$ _% H/ Y- q
hereinafter provided, the holders of Preferred Shares Series 18 will be s8 q# S7 g* F, S( h
entitled to receive notice of, and to attend, meetings of shareholders at which
2 m5 G. a* u; f; V& g# hdirectors of the Bank are to be elected and will be entitled to one vote for6 x1 h! R4 N: k, J7 N% _
each Preferred Share Series 18 held. The voting rights of the holders of the1 n9 l. K; M( i( s& K& b" S% f
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of9 h2 u% D8 T" D6 F) H
the first dividend on the Preferred Shares Series 18 to which the holders are
: [; K9 L0 d* Z3 g; ~! gentitled thereunder subsequent to the time such voting rights first arose until: V' z9 S3 m) n" v& D
such time as the Bank may again fail to declare the whole dividend on the: c; y$ ^" n7 M. Z$ F9 F- i/ O
Preferred Shares Series 18 in respect of any quarter, in which event such
/ I0 R8 g/ z$ C% X: S0 f* K# ivoting rights will become effective again and so on from time to time./ T5 C+ Q A% ? C
Principal Characteristics of the Preferred Shares Series 19
1 z* b) @& ?" x: F. ^, g( pDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
% w( |8 u% i# i {; Y: r2 N0 _floating rate non-cumulative preferential cash dividends, as and when
& x# H# q+ l* Bdeclared by the Board of Directors, subject to the provisions of the Bank Act,6 I0 b m! N* g9 {" d
payable quarterly on the 25th day of February, May, August and November2 j0 @! S+ U3 k1 V
in each year, in the amount per share determined by multiplying the
3 O l* Q7 n. V9 @8 rapplicable Quarterly Floating Dividend Rate by $25.00.
$ Z5 T$ A2 H. d" |3 ]( j7 H% bOn the 30th day prior to the commencement of the initial quarterly dividend
. r& m' } k% Z9 P, H5 Mperiod beginning on February 25, 2014, and on the 30th day prior to the first4 K9 J* R3 q! a$ {" e8 W
day of each subsequent quarterly dividend period (the initial quarterly
* }5 \+ q- z9 S# h( G5 Cdividend period and each subsequent quarterly dividend period is referred to
1 A) i- m6 @7 |, k% G5 ^" l& g- vas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the/ X' D: G/ a b$ q0 d0 Y3 m
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
8 v8 Z8 E: ?+ B' ~0 ^/ E4 H1 yPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the4 u( U" z' m* W1 w/ R3 p9 j
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
2 [! p6 i/ d7 p4 ]7 B- s- Aelapsed in the applicable Quarterly Floating Rate Period divided by 365)
2 S9 T% T! ]) C' I3 a0 m; ~determined on the 30th day prior to the first day of the applicable Quarterly
) l3 s2 i6 e3 d, ~% s* t/ KFloating Rate Period.
4 p% I* K9 v2 N' Z$ d4 v4 }S-5! B- f$ k& l$ x- | N5 _. a# L: ^
If the Board of Directors does not declare a dividend, or any part thereof, on
3 T0 \3 @1 o: x7 _, dthe Preferred Shares Series 19 on or before the dividend payment date for a8 q# `* i0 T* f5 j
particular quarter, then the entitlement of the holders of the Preferred# }$ s1 n V% y. V9 s' \% U
Shares Series 19 to receive such dividend, or to any part thereof, for such8 f& [7 [& t a2 p! ?
quarter will be forever extinguished.
0 @' l9 }& [" p Y( w! T, IRedemption: Subject to the provisions of the Bank Act and to the prior consent of the5 @. f, H8 w6 R* W
Superintendent and to the provisions described below under the heading2 }0 w% U& a& _+ b; o6 r+ E
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
( t+ P9 s! z2 f" \, {Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
; }1 {# e' p$ f. Z3 i0 k: z: Jon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
" a4 {. r4 V5 ~! T L9 sor any part of the then outstanding Preferred Shares Series 19, at the Bank’s" h {) l1 z( w4 a, d% f7 Y5 C
option without the consent of the holder, by the payment of an amount in8 O8 a7 C; I$ M4 r" a
cash for each such share so redeemed of (i) $25.00 together with all declared) s; U4 D' s5 }: G% Z7 a& t( Z" A
and unpaid dividends to the date fixed for redemption in the case of
) f* ?) y4 _! @1 F( uredemptions on February 25, 2019 and on February 25 every five years9 `1 n+ m ]8 \. D% J; R
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to0 v6 ~9 y, g+ X' Z
the date fixed for redemption in the case of redemptions on any other date
, {$ t" h5 @2 l- m" P$ q% aon or after February 25, 2014.
/ j6 ]: t4 e! J! fConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic- W9 @4 i+ |6 A6 _' B
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have! Q0 W) V4 _0 E* f0 G' o6 H! p
the right, at their option, to convert, on February 25, 2019 and on. c. [9 m0 x0 m5 O. n1 y6 Z9 y
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
. E+ U; I! ?( M+ R. f+ [or all of their Preferred Shares Series 19 into an equal number of Preferred
& P' ?) A- U8 }+ D. t% JShares Series 18 upon giving to the Bank written notice thereof not earlier, O& Q) D8 I: L0 P6 s. h+ r0 z
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
, Z' m( z& J1 [6 `15th day preceding, a Series 19 Conversion Date.
; z, }- t. Y$ u( E+ A/ i( T; hAutomatic Conversion If the Bank determines, after having taken into account all shares tendered" h. v0 @7 C/ a
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares. Y/ E$ `1 I& B! y0 c
Series 18, as the case may be, that there would be outstanding on such6 j0 w1 v) G$ y8 ?+ W0 F$ L
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
1 a) |& S* S5 [; ^: G4 xsuch remaining number of Preferred Shares Series 19 will automatically be
" u/ K2 s5 }3 F! I) a1 f4 hconverted on such Series 19 Conversion Date into an equal number of9 h; T. B3 H6 H! h3 Y2 c9 \
Preferred Shares Series 18. Additionally, if the Bank determines that, after" W" p M% F% N' h
conversion, there would be outstanding on such Series 19 Conversion Date
) V" w9 c' P6 y! Oless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
8 ~, K( L6 Q# c; c# ^* C: Z6 ySeries 19 will be converted into Preferred Shares Series 18.
9 H$ v6 W T' B, C4 l: o1 z" ~Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares' f# w9 i/ [8 n* ]; r
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
1 ~+ X2 B' q2 J2 u( w- vany meeting of the shareholders of the Bank unless and until the first time at# H6 o. }8 u! q" ^( q2 G9 m
which the Board of Directors has not declared the whole dividend on the$ M$ _4 L1 p6 c1 L' s/ T
Preferred Shares Series 19 in any quarter. In that event, subject as1 \) e, F+ d% X% I' x& m- B( a! E. S. {
hereinafter provided, the holders of Preferred Shares Series 19 will be
7 w( g3 T. d1 o. a ?8 @entitled to receive notice of, and to attend, meetings of shareholders at which
* l; r1 }! c' B% ?" y2 Ddirectors of the Bank are to be elected and will be entitled to one vote for, T" S7 G9 P/ ]' O7 o
each Preferred Share Series 19 held. The voting rights of the holders of the3 U! N* {4 a" M% i" o; J
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of; f# w' N) M4 E. k j Y& x" z4 ]+ U
the first dividend on the Preferred Shares Series 19 to which the holders are
5 Z. J0 B4 T$ {/ @! M9 A6 rentitled thereunder subsequent to the time such voting rights first arose until
* z( r: `2 [# |such time as the Bank may again fail to declare the whole dividend on the
3 w3 F! S! s8 b" V) n% g) zPreferred Shares Series 19 in respect of any quarter, in which event such6 G! H: O; ~1 {, t/ _4 m8 Q
voting rights will become effective again and so on from time to time.8 n5 E& Q0 Z5 R* e9 c6 z0 F2 P" H
S-67 Z: f0 T$ N, x1 q2 H
Priority: The preferred shares of each series of the Bank will rank on a parity with" a+ a6 Q) D: y1 Q# {' K0 ]9 z- g0 J
every other series and are entitled to preference over the common shares of
2 T- s9 ?9 r% Wthe Bank and over any other shares of the Bank ranking junior to the
% ^- d4 f! z! a7 kpreferred shares with respect to the payment of dividends and upon any! X+ i1 L# b2 a" F- H
distribution of assets in the event of the liquidation, dissolution or4 l5 y0 J, |/ R
winding-up of the Bank.
, F3 a' {& p# A2 Q0 `6 x8 R6 g. jTax on Preferred Share The Bank will elect, in the manner and within the time provided under; g' f! B3 W- {* [1 k- p9 f
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares- F; e7 o: l6 w
Series 18 and Preferred Shares Series 19 will not be required to pay tax on4 b8 X- }5 b5 b' N( d- \1 `
dividends received on such shares under Part IV.1 of such Act. |
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