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发表于 2008-11-29 16:58
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下面是BMO的:
* Z: b( P4 P! DSUMMARY OF THE OFFERING9 ^( s q0 [7 }2 t4 T
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’’.
' ~" Y3 Y: S1 s! b5 f& B1 R" `4 SIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
% ]" J4 H: |* l M$ DAmount: $150,000,000 (6,000,000 shares).
% c% A) ] O6 Y g* T: bPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
4 O- \& \( {/ M$ C# Y# L1 jPrincipal Characteristics of the Preferred Shares Series 18& N7 y+ A% f' L% v( r7 a
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed3 r' B$ O. e6 _' f2 S5 u
non-cumulative preferential cash dividends, as and when declared by the
0 u" L; ^1 R S" [. z4 F! XBoard of Directors, subject to the provisions of the Bank Act, for the initial
* c& {" v; b1 i* I( ^% j, R3 ?period commencing on the closing date and ending on and including
$ {/ ~& Y2 Z) N3 WFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
( ~" y: Z. O" S! {& b25th day of February, May, August and November in each year, at a rate
6 v5 S9 W1 ]& z. ?( I" W/ wequal to $0.40625 per share. The initial dividend, if declared, will be payable( x7 ?8 t7 b3 l0 p
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing! H% n e+ b% t* K# T, M4 Q" x
date of December 11, 2008.
- q4 P# W$ V1 d K( @- |For each five-year period after the Initial Fixed Rate Period (each, a& N- }/ I7 U0 I0 N. {
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
& d: ^2 w3 S/ p# sSeries 18 will be entitled to receive fixed non-cumulative preferential cash( `; m% H# q9 @& o6 t9 q0 |, @
dividends, as and when declared by the Board of Directors, subject to the3 y& Q$ D& c* P% x* M
provisions of the Bank Act, payable quarterly on the 25th day of February,
' {3 N* E1 F' w) a% J; cMay, August and November in each year, in the amount per share per annum
& M; \7 v6 y2 O3 tdetermined by multiplying the Annual Fixed Dividend Rate applicable to" H& C n4 _, q
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend# h0 `; W; u% H! }, F
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the. B. s. m4 f0 h y
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
0 l" M$ m, V# u& x( Sof such Subsequent Fixed Rate Period and will be equal to the sum of the/ ]) ~/ F) @# j
Government of Canada Yield on the applicable Fixed Rate Calculation Date
$ A! z7 R" x- Kplus 3.83%.7 }; R+ @/ S$ p( n* L4 x
If the Board of Directors does not declare a dividend, or any part thereof, on) V; e" E7 O9 K! M# S3 W
the Preferred Shares Series 18 on or before the dividend payment date for a
0 f# R& E1 B- Y5 pparticular quarter, then the entitlement of the holders of the Preferred
/ x' Z* e) }# K4 F5 j. eShares Series 18 to receive such dividend, or to any part thereof, for such
$ s+ R5 M% K+ o7 X, @( N6 ~5 hquarter will be forever extinguished.' b6 y4 G! b7 S7 T5 m6 x9 O! b9 m
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 t g- k: z- V3 mSuperintendent and to the provisions described below under ‘‘Details of the
7 G; i# D( r3 A% B3 T4 u/ uOffering — Certain Provisions of the Preferred Shares Series 18 as a; `* ^ g2 ^/ v$ g7 H1 Z% S
Series — Restrictions on Dividends and Retirement of Shares’’, on& k, ]4 m, C( }, [+ o) S5 f
February 25, 2014 and on February 25 every five years thereafter, on not
) q D' |, }- smore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
) N' Q7 C) O5 x4 rpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
- f7 @3 _+ U j- _without the consent of the holder, by the payment of an amount in cash for
* n( ]0 R: `/ Q1 o; v1 v. v. heach such share so redeemed of $25.00 together with all declared and unpaid( T9 w9 I/ S; }: e M
dividends to the date fixed for redemption.
1 s4 s) x& f$ J# b. TConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic' o& A8 [2 O/ ?* y, n6 I* z& }
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
6 u8 d, e& W6 O) R0 c9 e- Jthe right, at their option, to convert, on February 25, 2014 and on
" e! {" g! q9 d- W. n6 `! P* CS-4
$ o& I) M- S+ S+ G1 s. x2 p6 _February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any5 L6 i2 p. s( z: `2 O5 I% W& F7 q0 c
or all of their Preferred Shares Series 18 into an equal number of Preferred
! q- j" u/ v/ G' G9 WShares Series 19 upon giving to the Bank notice thereof not earlier than, O2 j! \5 c2 m4 `
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day" j. a# H/ ^* Q# K) U
preceding, a Series 18 Conversion Date.
. @! Y! {) ~2 V B4 HAutomatic Conversion If the Bank determines, after having taken into account all shares tendered/ @( }5 h8 ^9 \( O! ~
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares1 H: V8 O# n; N N8 W4 i3 S
Series 19, as the case may be, that there would be outstanding on such
% b6 }& S( i" p% FSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
/ B8 A$ @$ b5 d7 B# S" y: dsuch remaining number of Preferred Shares Series 18 will automatically be
* p e3 w* O! M+ B8 S9 i0 j9 ~: nconverted on such Series 18 Conversion Date into an equal number of% b+ s1 Z: n/ i/ {$ G) H5 f
Preferred Shares Series 19. Additionally, if the Bank determines that, after0 k; _. |' |" ^6 D; B* ^; `& m
conversion, there would be outstanding on such Series 18 Conversion Date
, _; v0 @# A6 Z6 D' c; L/ f" pless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
3 q) i5 E) w3 A9 E, X* L7 Z6 W! P$ U& o. sSeries 18 will be converted into Preferred Shares Series 19.- P# f# x. Y* V
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares& x( M0 y8 R2 \7 h- O7 l5 T% r+ I U
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
$ f3 q8 }; j3 v# N! K! u6 kany meeting of the shareholders of the Bank unless and until the first time at: C7 ~) `! m$ m3 [ Y
which the Board of Directors has not declared the whole dividend on the/ }+ d! p- a/ |, l: d& U
Preferred Shares Series 18 in any quarter. In that event, subject as. z0 ]. p) o* G. Z
hereinafter provided, the holders of Preferred Shares Series 18 will be) P/ o9 n( e6 `4 G( {
entitled to receive notice of, and to attend, meetings of shareholders at which
2 |! V$ `! }1 s: t1 Y6 Sdirectors of the Bank are to be elected and will be entitled to one vote for) c+ y- m. _$ l0 f( \) H
each Preferred Share Series 18 held. The voting rights of the holders of the J c. ?1 K9 `- h3 V. a0 X) x
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
+ `4 n4 |3 A3 g5 f% Xthe first dividend on the Preferred Shares Series 18 to which the holders are
# q9 J3 B* ` Oentitled thereunder subsequent to the time such voting rights first arose until! O2 F/ f! n. c7 s" R
such time as the Bank may again fail to declare the whole dividend on the0 u: C( e2 n, G, O/ O
Preferred Shares Series 18 in respect of any quarter, in which event such) v6 E9 }8 G1 H" T( e, P- N
voting rights will become effective again and so on from time to time.
J4 i/ z, L8 T) |& V7 d* d3 NPrincipal Characteristics of the Preferred Shares Series 19
& f$ I1 h4 T6 E9 m0 c+ q: X' Z TDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
. H7 q! O2 T/ }8 Xfloating rate non-cumulative preferential cash dividends, as and when6 F9 _& Q& g* u6 G% q: K
declared by the Board of Directors, subject to the provisions of the Bank Act,
8 O! C7 e& K, s+ s- _- B. |payable quarterly on the 25th day of February, May, August and November t) E7 i( z# q8 M$ n
in each year, in the amount per share determined by multiplying the
; u* ^1 N1 X0 e/ N% Q8 f6 X/ wapplicable Quarterly Floating Dividend Rate by $25.00.+ F8 Y. X( j% G2 ~% C+ S
On the 30th day prior to the commencement of the initial quarterly dividend5 ~- e9 S( H+ l0 T
period beginning on February 25, 2014, and on the 30th day prior to the first
. ^/ | _6 n# Q/ Gday of each subsequent quarterly dividend period (the initial quarterly6 I* I M) p+ k
dividend period and each subsequent quarterly dividend period is referred to
+ o `; P6 d, L: mas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
# |, x! D( Q& HQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate3 @1 B! J, ^/ L4 v }
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
6 \2 h- Y7 p, VT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days5 Z$ F- O0 s, a% Q0 C: ~' x) Z
elapsed in the applicable Quarterly Floating Rate Period divided by 365); m$ i4 R6 r4 P1 }6 A% w9 x6 F/ N
determined on the 30th day prior to the first day of the applicable Quarterly
1 }2 N% z9 Y( P: S1 D( N" BFloating Rate Period.. a- f* Z% O1 [( J$ g
S-5) E, R( V; n( T! G5 i+ W; u
If the Board of Directors does not declare a dividend, or any part thereof, on
* w( J+ i1 d6 N. G: Y! B5 R7 Rthe Preferred Shares Series 19 on or before the dividend payment date for a
- h" G; f E [3 `! ?" O5 A9 A' h" tparticular quarter, then the entitlement of the holders of the Preferred0 h+ z# Z) D' h, x% w, P4 R! G
Shares Series 19 to receive such dividend, or to any part thereof, for such! D: ?! C2 }4 ]! y9 |7 A6 S
quarter will be forever extinguished.
: K! C. s7 K4 Z+ fRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
5 A0 R$ }2 ^6 H% }. z# |1 @Superintendent and to the provisions described below under the heading2 [/ T; Z, @% g5 u
‘‘Details of the Offering — Certain Provisions of the Preferred Shares9 x1 @) E: }4 i9 c {
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
$ r$ v/ Q6 R; Y2 h1 a) [; H# D6 ron not more than 60 nor less than 30 days’ notice, the Bank may redeem all3 S3 g2 j6 e. C$ K7 T
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
- y8 y; W* j! i" poption without the consent of the holder, by the payment of an amount in
, ^6 f! K! k( k( }+ a Ucash for each such share so redeemed of (i) $25.00 together with all declared
( M0 W7 S# X6 T. E0 G% land unpaid dividends to the date fixed for redemption in the case of
; Z" a% @ D: i3 N. L! Mredemptions on February 25, 2019 and on February 25 every five years" D8 O2 n D1 L8 _1 L& m
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
( ~% i: }2 |; A6 u$ \the date fixed for redemption in the case of redemptions on any other date
! ?! c9 x- W% x, x/ I% S: h3 o$ Uon or after February 25, 2014.
" Y; B4 `; D1 Z0 e6 RConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic& J+ E7 q) @9 p* w5 \- C8 x
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have$ ]5 ?# d+ ^9 {
the right, at their option, to convert, on February 25, 2019 and on
) w. q9 |8 d/ T& [& y9 a0 ~1 oFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
! B6 Q c% y# y( Q5 u" Q( b- dor all of their Preferred Shares Series 19 into an equal number of Preferred
8 n* j6 @$ H( n: t! V f/ S; }Shares Series 18 upon giving to the Bank written notice thereof not earlier
) w& T- n8 f( R0 e* U2 T' ~9 Mthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
% m+ Z! M) O# ?( K! a$ B15th day preceding, a Series 19 Conversion Date.7 G/ V J& D( {8 P8 w
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
+ `5 o2 X9 B3 E! nProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
) G' [0 q) m8 j7 zSeries 18, as the case may be, that there would be outstanding on such
! R0 w4 {4 Y9 ?Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
3 z4 Q F) T" A9 U. f' bsuch remaining number of Preferred Shares Series 19 will automatically be
2 P! x6 n2 o, k1 w. y# a" kconverted on such Series 19 Conversion Date into an equal number of
( C5 a, N" E- g: |( v! hPreferred Shares Series 18. Additionally, if the Bank determines that, after% H* ]2 }5 k; k2 R W$ \# Y
conversion, there would be outstanding on such Series 19 Conversion Date, M% I0 g! a& O
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
! d6 O, Z3 ]0 t3 L/ @0 ASeries 19 will be converted into Preferred Shares Series 18.; @* L! I3 }1 q. z7 V# t& X3 A
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 q7 A$ Q2 U. ]5 Q- }Series 19 will not be entitled as such to receive notice of, attend, or vote at,7 }) M6 B9 J9 }% D
any meeting of the shareholders of the Bank unless and until the first time at2 E# _" w! T5 ^" u ^" \' X
which the Board of Directors has not declared the whole dividend on the7 Z( j7 P/ y6 A. u3 i* c: C
Preferred Shares Series 19 in any quarter. In that event, subject as$ D1 b$ h( ?5 a6 [1 A2 ]: ^5 `7 [5 Y
hereinafter provided, the holders of Preferred Shares Series 19 will be" Z' z5 W# y# a! ~, d& w8 g
entitled to receive notice of, and to attend, meetings of shareholders at which$ @* }+ Z, O' Q( h
directors of the Bank are to be elected and will be entitled to one vote for
2 B8 l3 D. A; ^each Preferred Share Series 19 held. The voting rights of the holders of the
( t% V5 w) }7 tPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
: V) F* o2 ~5 x" Y' i4 o# Bthe first dividend on the Preferred Shares Series 19 to which the holders are
9 ~9 o1 {7 o# ?$ m" {$ Yentitled thereunder subsequent to the time such voting rights first arose until
4 j, X" K$ c7 |* q1 Bsuch time as the Bank may again fail to declare the whole dividend on the
3 e3 R6 |: x7 q# R6 A8 P8 K, ZPreferred Shares Series 19 in respect of any quarter, in which event such6 A2 N2 h+ M6 M
voting rights will become effective again and so on from time to time.
% J$ q7 U3 ?# g/ n9 ] BS-6
( [5 e9 x7 T" h; y3 B4 D! B1 q1 nPriority: The preferred shares of each series of the Bank will rank on a parity with6 [6 z4 A: w' k7 o7 L7 @. @- k9 w
every other series and are entitled to preference over the common shares of& j6 _+ e1 s- W- K) h3 D
the Bank and over any other shares of the Bank ranking junior to the0 t1 s8 Z0 W7 s' X4 R0 w7 ~ G
preferred shares with respect to the payment of dividends and upon any4 ]: G1 a5 i5 V; F! F/ q. O. |
distribution of assets in the event of the liquidation, dissolution or9 i% U8 A# c4 P# y( L$ ^
winding-up of the Bank.
1 g6 E( I0 @9 N* P! g; iTax on Preferred Share The Bank will elect, in the manner and within the time provided under5 z$ [1 T! x% P8 ^/ q
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
3 D& T# K" F( B/ [, W: NSeries 18 and Preferred Shares Series 19 will not be required to pay tax on4 m( I3 t( p% A. S d/ n1 m# p
dividends received on such shares under Part IV.1 of such Act. |
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