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发表于 2008-11-29 16:58
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下面是BMO的:
; y' v* L/ h nSUMMARY OF THE OFFERING( G8 N" ?3 `2 v. c) b1 y4 L. h0 ^
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’’.
3 |+ f) {9 M7 Z3 |9 j: v" OIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
- \& _8 _* t9 gAmount: $150,000,000 (6,000,000 shares).0 p+ u j1 t8 U- m$ V1 ^/ X
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
: Y/ e& P' t9 ?7 a1 lPrincipal Characteristics of the Preferred Shares Series 18" Y4 f& Z9 e- F' l6 }3 ^
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed& [4 W/ K& l# ~! m+ k8 V0 V
non-cumulative preferential cash dividends, as and when declared by the
n4 Y3 `2 d% W+ _6 ^+ m$ R0 MBoard of Directors, subject to the provisions of the Bank Act, for the initial# A* ]+ r. w4 B) S
period commencing on the closing date and ending on and including5 F; K& w" @% O
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
: I6 v9 }9 b; o3 z; F; F6 e& O25th day of February, May, August and November in each year, at a rate/ B& G, N g) H$ W9 w% N
equal to $0.40625 per share. The initial dividend, if declared, will be payable0 |/ G4 v0 Z% S( B7 v
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
7 M! J1 y/ A: m! qdate of December 11, 2008.
6 P; W4 t. h5 P# mFor each five-year period after the Initial Fixed Rate Period (each, a
/ q2 c$ G3 M, v7 t/ _‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
/ G- h* T4 x1 J3 t( T Q6 X# @Series 18 will be entitled to receive fixed non-cumulative preferential cash/ P. o% N1 ]8 {+ }8 V" }
dividends, as and when declared by the Board of Directors, subject to the" @! S$ V ^! V9 F
provisions of the Bank Act, payable quarterly on the 25th day of February,* `6 ^: J: Q8 T# F0 x$ x. B7 k, t
May, August and November in each year, in the amount per share per annum* ^1 D$ S \3 i" d% }) J4 }
determined by multiplying the Annual Fixed Dividend Rate applicable to4 t! D c2 G7 |; W% }* d4 F
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend8 S7 a8 V) S5 v; G+ e0 H$ q) S I
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
' y/ t+ ` ?# u% XBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
) u' s6 S" l5 A; V0 zof such Subsequent Fixed Rate Period and will be equal to the sum of the1 K& r* g: i4 |3 S2 B- f+ y; Y5 ?
Government of Canada Yield on the applicable Fixed Rate Calculation Date: f4 W7 h) ^8 @
plus 3.83%.
& L0 }% _( J$ {9 r6 a1 rIf the Board of Directors does not declare a dividend, or any part thereof, on
* ]1 e* k% l+ t7 h' O' t* ?, h# Ythe Preferred Shares Series 18 on or before the dividend payment date for a8 y) `; S$ l+ ~: l0 O9 F% Y
particular quarter, then the entitlement of the holders of the Preferred. q6 E" H+ e Y; i
Shares Series 18 to receive such dividend, or to any part thereof, for such) \" Y3 C- ?- f% u
quarter will be forever extinguished.7 P8 F o9 p+ }- p' j
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 h# H0 E9 b% n* \1 J4 bSuperintendent and to the provisions described below under ‘‘Details of the
3 {+ V4 |3 y2 {: D aOffering — Certain Provisions of the Preferred Shares Series 18 as a* R8 e. a; K8 Q
Series — Restrictions on Dividends and Retirement of Shares’’, on
8 ~/ M( X% V0 g0 i* `/ B8 `2 ~7 yFebruary 25, 2014 and on February 25 every five years thereafter, on not
7 G% r# m7 A/ L0 ~more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
; c1 t. r( O }part of the then outstanding Preferred Shares Series 18, at the Bank’s option) q# _! Z, }- g0 `+ i
without the consent of the holder, by the payment of an amount in cash for, }0 x& q/ a/ a, U' O
each such share so redeemed of $25.00 together with all declared and unpaid* x$ H( r/ s/ e# _/ k& l4 L
dividends to the date fixed for redemption.1 F. g z2 i, o) j* W5 e: A8 Z
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic) O( r0 e* R% j. i0 V* U
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
: i3 n1 U: V7 k% V) Gthe right, at their option, to convert, on February 25, 2014 and on2 Y. `8 ^2 f0 ?5 i% Q$ _ V, U
S-4( Y, [2 d* w( q4 O5 U) K- N
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any( d. T. h# f$ ]1 a, h# U
or all of their Preferred Shares Series 18 into an equal number of Preferred
3 d6 u1 |5 A* P, B# X4 f+ i1 oShares Series 19 upon giving to the Bank notice thereof not earlier than4 C( J* [) Z5 X2 M
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day- q& Z2 Z3 O3 m- y7 I5 a: v& q' a3 Z
preceding, a Series 18 Conversion Date.+ D+ }7 K/ P) _
Automatic Conversion If the Bank determines, after having taken into account all shares tendered" |0 q, |$ l, e, f. E, k F
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares$ T9 @9 i, g! K/ m! B" a3 o
Series 19, as the case may be, that there would be outstanding on such
/ f3 \( E6 N+ E2 r0 z3 [# n; jSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,# c, j' D& i% k
such remaining number of Preferred Shares Series 18 will automatically be& s0 b6 g& r4 k. T, M( W+ H
converted on such Series 18 Conversion Date into an equal number of
$ {" y0 V$ t# G& N @) WPreferred Shares Series 19. Additionally, if the Bank determines that, after
0 h, L4 K- s7 n; T9 w1 wconversion, there would be outstanding on such Series 18 Conversion Date$ L# Z8 @! x$ |* h
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
3 S% x M* ^4 O5 OSeries 18 will be converted into Preferred Shares Series 19.
/ a# u7 _" w; o$ D; Y* XVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares. Q0 \8 L1 R. J) I) j" p" M; W
Series 18 will not be entitled as such to receive notice of, attend, or vote at,( D7 J% c/ y0 W; R8 Q( }
any meeting of the shareholders of the Bank unless and until the first time at
# { }# b) U& h$ v( y* Awhich the Board of Directors has not declared the whole dividend on the
" m9 n' ^' ], {0 f7 \" B; j( PPreferred Shares Series 18 in any quarter. In that event, subject as4 m- o p% O3 }* o" z
hereinafter provided, the holders of Preferred Shares Series 18 will be
! v( f4 D& Y6 ]3 X) G* N% Kentitled to receive notice of, and to attend, meetings of shareholders at which) Q; O& u0 A5 D# y2 c6 K' \# q
directors of the Bank are to be elected and will be entitled to one vote for
2 j' E& v+ B8 {& Neach Preferred Share Series 18 held. The voting rights of the holders of the1 B2 ?) o8 L, F# q0 D
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
4 i* W1 `- ]; Y1 ^) p0 Z, i# kthe first dividend on the Preferred Shares Series 18 to which the holders are7 _6 {: h# s# _& S6 S+ u* r; I1 U+ |$ _
entitled thereunder subsequent to the time such voting rights first arose until
% t0 d. M# K9 j+ @ b2 Ssuch time as the Bank may again fail to declare the whole dividend on the
& {7 X+ g- x1 H4 R+ ^5 fPreferred Shares Series 18 in respect of any quarter, in which event such
# a; r# R8 f# M: i& I3 n. @' ]voting rights will become effective again and so on from time to time.
4 r, ^6 q0 h% R l n8 H7 nPrincipal Characteristics of the Preferred Shares Series 19$ s4 ^, O" I. w
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
& n5 G- D1 c3 h) U" Hfloating rate non-cumulative preferential cash dividends, as and when, w# X; s' x/ l( [4 E
declared by the Board of Directors, subject to the provisions of the Bank Act,; N/ r/ c6 b) x3 P/ r) O# ]8 s
payable quarterly on the 25th day of February, May, August and November
' \' n, O! n$ }2 Min each year, in the amount per share determined by multiplying the8 F# Y7 `3 ]2 T& q
applicable Quarterly Floating Dividend Rate by $25.00.& ]! f" G2 O6 f" F. Q
On the 30th day prior to the commencement of the initial quarterly dividend8 j) }$ ?& d4 F1 } s6 R
period beginning on February 25, 2014, and on the 30th day prior to the first
6 R7 q5 Q, i2 V' Iday of each subsequent quarterly dividend period (the initial quarterly
h8 y4 ?& V+ I6 p: W& J. y/ Ndividend period and each subsequent quarterly dividend period is referred to4 @0 j+ x+ a4 [0 @/ _1 l& U2 b- X, V
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the& {+ q R" _# H( Q1 e
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
! }1 \3 E' F. h5 Y! [6 RPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
: M7 _( O t2 t: {% o) [& ^/ sT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
" i* u [0 Q" O. |2 k. r4 Selapsed in the applicable Quarterly Floating Rate Period divided by 365)
3 t% A: P% w& w0 o( Ddetermined on the 30th day prior to the first day of the applicable Quarterly
o; S/ l% Y L* R# ~Floating Rate Period.$ ^3 _# s# a9 J: E- e( z2 R
S-5% R* @# K+ O& a& K& i0 m: p
If the Board of Directors does not declare a dividend, or any part thereof, on
$ J$ B9 k1 c6 k; M1 cthe Preferred Shares Series 19 on or before the dividend payment date for a
$ u3 b, d X) H! _! k# {particular quarter, then the entitlement of the holders of the Preferred
7 K6 @3 U# B: PShares Series 19 to receive such dividend, or to any part thereof, for such
! F: u. O) _$ I, Z* Qquarter will be forever extinguished.
. @3 |) u Z/ f n3 mRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
2 U$ ]8 _3 ~: S2 @! RSuperintendent and to the provisions described below under the heading5 h$ l% o( ` c6 s% a8 \% f$ c. G! l
‘‘Details of the Offering — Certain Provisions of the Preferred Shares0 M' @0 H! y: Z1 c# H
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
9 ~5 Z& L4 p8 c1 s; Qon not more than 60 nor less than 30 days’ notice, the Bank may redeem all; e! s$ x9 C% C ~6 v! Z
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s/ R) q( g Y3 m9 X" j0 R& `4 S
option without the consent of the holder, by the payment of an amount in
4 N+ l, z0 R( _+ v X0 @ s6 V& |6 Icash for each such share so redeemed of (i) $25.00 together with all declared2 F3 R. ?9 s+ o3 }" I
and unpaid dividends to the date fixed for redemption in the case of! Z. b6 y6 r) w; t1 i
redemptions on February 25, 2019 and on February 25 every five years
' w/ v4 x L) X* S0 w- @+ Sthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
. r6 I+ `: m# k) J7 _the date fixed for redemption in the case of redemptions on any other date
6 W9 P' X ^7 [7 j8 zon or after February 25, 2014.2 U& D' @% Q6 {( q; p8 Z( V- K
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
% b8 u6 f+ i z, PShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
" e2 M# [5 F0 E: Gthe right, at their option, to convert, on February 25, 2019 and on
5 O- k5 W" [% ?5 ?' y8 |February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
6 o9 ^% T; S6 T7 F; p9 H9 por all of their Preferred Shares Series 19 into an equal number of Preferred) w$ ]8 b) n _6 |! `2 G" u A
Shares Series 18 upon giving to the Bank written notice thereof not earlier
; b3 }8 F9 u ]* T8 }1 mthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
: ]* E* L/ y1 v- c" _% W0 C15th day preceding, a Series 19 Conversion Date.
) D# M8 |4 a$ a. SAutomatic Conversion If the Bank determines, after having taken into account all shares tendered `+ T0 z6 g* b9 P4 ?3 c( D
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares7 D6 n# G& d+ \1 d p
Series 18, as the case may be, that there would be outstanding on such& A7 a0 A( `7 o! q( x
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,) R0 r$ M9 c6 A/ h7 t# B. o6 X
such remaining number of Preferred Shares Series 19 will automatically be& v. K a) T( a! [
converted on such Series 19 Conversion Date into an equal number of m6 A+ W% `& x( r1 U$ L7 H( A
Preferred Shares Series 18. Additionally, if the Bank determines that, after; Y& W2 T j) L. J
conversion, there would be outstanding on such Series 19 Conversion Date0 ?9 h( v6 Q' ^3 H. @# r( o. L" g
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares; D- o7 ]( r* T
Series 19 will be converted into Preferred Shares Series 18.2 o( g r% _/ k/ ?6 p7 R
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares1 Z) g2 \4 G* F7 [
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
- b0 B$ _0 M2 m6 I3 A( b( y0 Fany meeting of the shareholders of the Bank unless and until the first time at
2 I% `8 w8 |& e# gwhich the Board of Directors has not declared the whole dividend on the# m6 x: d' N( [. b
Preferred Shares Series 19 in any quarter. In that event, subject as& t' G; k* p9 V3 G2 R! [$ U! b: ]
hereinafter provided, the holders of Preferred Shares Series 19 will be
% h5 T; K9 _/ Q T+ w2 ~' P3 ?entitled to receive notice of, and to attend, meetings of shareholders at which" h5 b# f0 @% R! R5 J
directors of the Bank are to be elected and will be entitled to one vote for
( `0 K, s; L$ r% y; xeach Preferred Share Series 19 held. The voting rights of the holders of the8 W6 U# G, C% I( _1 N
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
- _* I5 W/ T3 ]+ A4 r kthe first dividend on the Preferred Shares Series 19 to which the holders are
1 @8 o8 x/ d ^entitled thereunder subsequent to the time such voting rights first arose until
5 U: ^/ e2 d/ X7 w! E- n+ usuch time as the Bank may again fail to declare the whole dividend on the- {+ v H! [6 v5 @; Z
Preferred Shares Series 19 in respect of any quarter, in which event such# s. t X+ \! F7 j
voting rights will become effective again and so on from time to time.4 x/ K# ^" L* k4 t
S-6
( |: u0 h" j+ X& D3 Y3 {Priority: The preferred shares of each series of the Bank will rank on a parity with+ R1 Q! t/ n! X( i# _% ?
every other series and are entitled to preference over the common shares of' A+ c: m4 B$ K! X
the Bank and over any other shares of the Bank ranking junior to the% W( ^( I: \: d) O, V8 e3 J9 J8 }3 g( K
preferred shares with respect to the payment of dividends and upon any
! m) I$ o9 x$ L8 q2 tdistribution of assets in the event of the liquidation, dissolution or
; P4 c7 l6 v4 ^+ Hwinding-up of the Bank.
8 l& W4 W7 Z& `7 CTax on Preferred Share The Bank will elect, in the manner and within the time provided under
3 [ q* y5 m2 `; A* v" aDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
r A" D8 p$ ?& [Series 18 and Preferred Shares Series 19 will not be required to pay tax on
! ~) f3 [- q' O& }! Rdividends received on such shares under Part IV.1 of such Act. |
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