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发表于 2008-11-29 16:58
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下面是BMO的:
" m3 e) e9 P5 n1 r- mSUMMARY OF THE OFFERING
* `2 y3 G& l' D' Y( W8 p% @5 TThis 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’’.
# Q& A( T* l; v& m- y2 h* r, c4 R# t5 v: kIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
2 z! q( Z4 P% P4 _! o. [Amount: $150,000,000 (6,000,000 shares).0 a$ ?" j/ Q0 j: u$ w
Price and Yield: $25.00 per share to yield initially 6.50% per annum.) _) u- C) @; @2 W4 f; [
Principal Characteristics of the Preferred Shares Series 18
* m* P, N) g% b2 @6 D3 GDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed) h/ S& E, T+ P1 ?4 C ^8 R
non-cumulative preferential cash dividends, as and when declared by the
8 k+ H- t7 g# X" w" HBoard of Directors, subject to the provisions of the Bank Act, for the initial
7 x& O* W: W, I4 p4 Tperiod commencing on the closing date and ending on and including
3 L+ E! a/ f- G% d' T2 {February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the0 W6 s3 W6 Z6 o: B# b. N; h( E& M
25th day of February, May, August and November in each year, at a rate" b$ g: Q' z2 v
equal to $0.40625 per share. The initial dividend, if declared, will be payable
! H& d& N/ n" wMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
/ L& y5 B) L& r- L3 tdate of December 11, 2008.
- Q# n3 R& @3 t; [% H" I- u: v. ?' eFor each five-year period after the Initial Fixed Rate Period (each, a
" Y' o8 M8 P9 S0 F% N! m6 f‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares5 Z! z! G0 u* g, ~1 ~4 Q
Series 18 will be entitled to receive fixed non-cumulative preferential cash
( Y' n* O3 s4 d* R$ y: E: sdividends, as and when declared by the Board of Directors, subject to the
/ o! [4 `+ i. A7 F8 y# ]5 H" D, uprovisions of the Bank Act, payable quarterly on the 25th day of February,
[6 L$ W! p( B% AMay, August and November in each year, in the amount per share per annum2 i0 _ |& L# s3 m/ U2 R# G7 A t0 D
determined by multiplying the Annual Fixed Dividend Rate applicable to
1 @. }$ y O/ o# ^0 s9 Ysuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
1 j1 Y) ?( w6 V, k0 [& ]Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
, F, z* |# \4 l3 zBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
! n4 b& y( i. `) ]7 H$ eof such Subsequent Fixed Rate Period and will be equal to the sum of the) r$ I( S/ E5 {% A/ V& P; R
Government of Canada Yield on the applicable Fixed Rate Calculation Date
9 Z9 b% i# i, x* H; d3 h+ R3 M5 t0 pplus 3.83%.
. E# P: m( D0 |0 q' j- a6 {If the Board of Directors does not declare a dividend, or any part thereof, on7 O: p* G( L4 z# J& I9 D$ j
the Preferred Shares Series 18 on or before the dividend payment date for a
7 _9 f1 z6 g* w4 i+ Z$ R, m+ ~* l" Cparticular quarter, then the entitlement of the holders of the Preferred! ^& x/ M0 j$ n+ x6 f
Shares Series 18 to receive such dividend, or to any part thereof, for such$ _9 F" C" `& ?5 Q8 k% @
quarter will be forever extinguished.9 b1 l& c) ?* I/ x$ Z
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
) _) x( L, Y. J/ {7 i( B3 TSuperintendent and to the provisions described below under ‘‘Details of the
: R( A) Q4 h7 s4 X3 x# pOffering — Certain Provisions of the Preferred Shares Series 18 as a1 {8 a' {' b3 M% [' o9 B
Series — Restrictions on Dividends and Retirement of Shares’’, on, F. J1 |3 b- N
February 25, 2014 and on February 25 every five years thereafter, on not
z/ l% w0 ~) E, d! [8 omore than 60 nor less than 30 days’ notice, the Bank may redeem all or any8 @1 w" P% N6 R1 E) w
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
# W) u8 U& u3 R9 {+ H* ^0 [without the consent of the holder, by the payment of an amount in cash for Z* V3 b4 \6 V& E6 Q
each such share so redeemed of $25.00 together with all declared and unpaid2 O& K- P% ]6 G* V/ V Z' n
dividends to the date fixed for redemption.% c/ q3 K; w$ n
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic- n" v' c2 r- o. o: }2 d
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have7 x6 N* G# f y" p
the right, at their option, to convert, on February 25, 2014 and on, l! l3 e: f( l! }0 I* G% Q
S-4
* b( R+ {0 F' E% C4 x+ r( RFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any/ M- v: }& N2 u- s% o- O' ]
or all of their Preferred Shares Series 18 into an equal number of Preferred) S+ X9 k4 H. W v' m
Shares Series 19 upon giving to the Bank notice thereof not earlier than7 B0 }0 X* K4 X0 e! s! i" ^
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day2 w; A% a$ y8 ^- T+ x! F. F0 t
preceding, a Series 18 Conversion Date." F7 G3 R7 F2 g: V
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
4 ~1 l! f/ T6 b- d) o+ N0 w$ WProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares2 \+ w# K0 G# m+ H9 w2 |: F/ y* y
Series 19, as the case may be, that there would be outstanding on such" f E2 F- ^( x. `+ ?
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,* e, H& X0 {. m& l7 s
such remaining number of Preferred Shares Series 18 will automatically be0 `$ I. {* M2 ?9 x, J
converted on such Series 18 Conversion Date into an equal number of7 o1 H: U0 m) O K% d9 K# k3 S
Preferred Shares Series 19. Additionally, if the Bank determines that, after" U9 N/ u. P' m& v a
conversion, there would be outstanding on such Series 18 Conversion Date C, y) Q) E( d( G. ?# S
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares8 S# O3 O6 o. }9 r( f
Series 18 will be converted into Preferred Shares Series 19.2 Z; F: W9 y6 j6 O
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 N( \% P# b+ d6 p4 pSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
8 V6 n; A. u! N- ~5 I8 Z$ @any meeting of the shareholders of the Bank unless and until the first time at$ g$ ?( F! x7 T8 Q
which the Board of Directors has not declared the whole dividend on the
6 t4 `: \3 k3 q+ A: b6 IPreferred Shares Series 18 in any quarter. In that event, subject as' [; }* r. g, c$ U& i, Q
hereinafter provided, the holders of Preferred Shares Series 18 will be
- m8 X; ?/ h$ s) v9 y$ \; @entitled to receive notice of, and to attend, meetings of shareholders at which
* G. u; s% z' mdirectors of the Bank are to be elected and will be entitled to one vote for) O# P* G$ B; I6 B& \
each Preferred Share Series 18 held. The voting rights of the holders of the
0 U# I# c; G' {Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
5 P( g4 ]+ g4 n3 Cthe first dividend on the Preferred Shares Series 18 to which the holders are7 H) u2 J w8 f% R
entitled thereunder subsequent to the time such voting rights first arose until. u z! k& S. q( |( z, }. {
such time as the Bank may again fail to declare the whole dividend on the5 U) G8 B G7 m8 m$ S) H8 p' S$ S
Preferred Shares Series 18 in respect of any quarter, in which event such
y5 l4 ^' M# |! l5 dvoting rights will become effective again and so on from time to time.
" N* F7 r8 |( T0 d9 }8 vPrincipal Characteristics of the Preferred Shares Series 199 z, J* O! G+ f' U
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
) y' c& f7 \! a+ Y2 I! Afloating rate non-cumulative preferential cash dividends, as and when
+ a4 u; P4 }" w: i0 ~) wdeclared by the Board of Directors, subject to the provisions of the Bank Act,& [* y/ b( `$ S4 Q7 @8 H; ?9 T
payable quarterly on the 25th day of February, May, August and November
: J7 w% |' @1 y! V" Nin each year, in the amount per share determined by multiplying the
/ I- G) [ r) r! vapplicable Quarterly Floating Dividend Rate by $25.00.+ ` I. i' F- c/ N- l
On the 30th day prior to the commencement of the initial quarterly dividend# p0 ]6 l: N3 @+ u; s
period beginning on February 25, 2014, and on the 30th day prior to the first
; [; x/ f" d/ U0 Kday of each subsequent quarterly dividend period (the initial quarterly# B) ?2 \" {0 s' d, d4 k
dividend period and each subsequent quarterly dividend period is referred to
6 ^2 _) M" k3 ^* N* F% t3 ?+ zas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the. j# N# w8 R- O l
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
2 T" S2 f' |* }$ |Period. The Quarterly Floating Dividend Rate will be equal to the sum of the E7 w/ k# s+ B v. _
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days( F% T) i/ K K% A! K' [" _5 U
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
$ D, Z: F9 F! ^4 A. u1 h7 Ndetermined on the 30th day prior to the first day of the applicable Quarterly
5 ~1 }: G- L9 l, oFloating Rate Period.* g: v L4 e" ], f8 Y# p/ O
S-54 h: `6 R2 p& c
If the Board of Directors does not declare a dividend, or any part thereof, on$ [+ F, D1 E6 w
the Preferred Shares Series 19 on or before the dividend payment date for a! k- A$ C/ L" c0 b2 e
particular quarter, then the entitlement of the holders of the Preferred
9 N9 ?- @9 c5 uShares Series 19 to receive such dividend, or to any part thereof, for such
' O! q; c& x1 Jquarter will be forever extinguished.
$ ~9 j2 w. D& X9 Q& k" E/ n& q; Z, NRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
# Y: k# c$ z7 C: m& zSuperintendent and to the provisions described below under the heading
: [0 Y- E0 }- p2 r‘‘Details of the Offering — Certain Provisions of the Preferred Shares' K' l( t; X( G8 V! r i* b
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
* ^" Z. y* }: e# |* S- L5 `on not more than 60 nor less than 30 days’ notice, the Bank may redeem all' a" ^# }# e- V7 W
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
6 {! s+ c" c/ j; ~ Yoption without the consent of the holder, by the payment of an amount in# D+ A* R+ _6 i& A9 {9 t
cash for each such share so redeemed of (i) $25.00 together with all declared
; Q; Z+ E$ w+ o. Oand unpaid dividends to the date fixed for redemption in the case of
* H0 Y) f$ `/ h, Kredemptions on February 25, 2019 and on February 25 every five years
}+ N0 _0 t$ `; c r$ q% k m; E0 xthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
( u: @$ O+ Y& h: J7 o$ ]2 Nthe date fixed for redemption in the case of redemptions on any other date
5 V" m5 ~* Q: y4 Z. C0 t9 C3 Uon or after February 25, 2014.# I& {. g( m8 H- Y
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
- |4 x/ _/ V' EShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have6 z3 A+ Y! N5 s# @2 p: l
the right, at their option, to convert, on February 25, 2019 and on8 l6 w. k3 }' _/ G" W5 C
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any: }6 n' d; E+ _4 t6 N, i
or all of their Preferred Shares Series 19 into an equal number of Preferred
' U" b/ |3 z6 a; J* t& s! qShares Series 18 upon giving to the Bank written notice thereof not earlier% I5 B9 V& |( A. ]
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
% V- y6 i- t! _3 x9 h! Q15th day preceding, a Series 19 Conversion Date.
; I w8 U* z5 M4 U% p. kAutomatic Conversion If the Bank determines, after having taken into account all shares tendered! U7 ?5 n: P( g% R
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares2 t4 S' k5 p, {; C6 B/ K
Series 18, as the case may be, that there would be outstanding on such
( W; R4 g2 \. Y+ J% c# `! c% VSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
$ w, O/ c; d2 E0 [2 W7 @ Dsuch remaining number of Preferred Shares Series 19 will automatically be
& c$ c* c7 h1 D: lconverted on such Series 19 Conversion Date into an equal number of2 P7 _& c% D' Q
Preferred Shares Series 18. Additionally, if the Bank determines that, after8 z2 I) |& }. L5 o# g0 K" q
conversion, there would be outstanding on such Series 19 Conversion Date$ g# F, p: v( V
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares" m+ N' m' {7 i
Series 19 will be converted into Preferred Shares Series 18.
5 Q1 \* A# n: oVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 y: Z! _5 Q( N ]3 x6 G+ PSeries 19 will not be entitled as such to receive notice of, attend, or vote at, V( U' z" p/ \# `9 C& n/ p9 A
any meeting of the shareholders of the Bank unless and until the first time at
8 x" N% L$ Q Qwhich the Board of Directors has not declared the whole dividend on the
+ @9 g( ]( F- r8 zPreferred Shares Series 19 in any quarter. In that event, subject as
' F$ b1 t; c1 d3 ihereinafter provided, the holders of Preferred Shares Series 19 will be# ~9 [- Q& r( i3 s, L0 U, e
entitled to receive notice of, and to attend, meetings of shareholders at which
& `' y0 {7 m) c/ ]directors of the Bank are to be elected and will be entitled to one vote for& S0 D" K, s# b8 P0 f. W
each Preferred Share Series 19 held. The voting rights of the holders of the
) [# D! d% p S1 ]/ LPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
/ P- K' E, l7 j4 k) t' `5 W% S: lthe first dividend on the Preferred Shares Series 19 to which the holders are! H+ w! R- i+ ~/ D+ H$ m4 J9 J' e3 I
entitled thereunder subsequent to the time such voting rights first arose until
0 i3 e7 m ^8 C5 P8 R* T8 |such time as the Bank may again fail to declare the whole dividend on the
/ k6 a1 ^9 i; sPreferred Shares Series 19 in respect of any quarter, in which event such9 E I1 X6 L# O0 _' Z
voting rights will become effective again and so on from time to time.
/ c9 I$ D& U8 Z5 bS-6
9 d. K7 d: K6 J3 g0 E6 o8 kPriority: The preferred shares of each series of the Bank will rank on a parity with% h$ j0 x& T# m, L
every other series and are entitled to preference over the common shares of: Z+ L3 B! ^' v% D" E0 w' y
the Bank and over any other shares of the Bank ranking junior to the! v, W/ a* w0 U# z/ |
preferred shares with respect to the payment of dividends and upon any
0 @0 K8 t# c4 cdistribution of assets in the event of the liquidation, dissolution or" J. k1 H: {- K5 i- A' @ b
winding-up of the Bank.
6 a2 R1 o8 q7 P/ i4 e/ pTax on Preferred Share The Bank will elect, in the manner and within the time provided under6 t7 M- }7 i0 D7 a! u$ V
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares) j; k" D8 O) D" t
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
# k! S& R" W+ _$ Vdividends received on such shares under Part IV.1 of such Act. |
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