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发表于 2008-11-29 16:58
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下面是BMO的:
( r* [7 y. n) zSUMMARY OF THE OFFERING
* U: @5 J, T: jThis 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’’.8 y- e' f8 _5 i
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
0 m, P$ @: n6 d& n' p- @. XAmount: $150,000,000 (6,000,000 shares).
; q! `( U! o# hPrice and Yield: $25.00 per share to yield initially 6.50% per annum.7 D5 z6 k- _0 k- ^+ @8 @
Principal Characteristics of the Preferred Shares Series 18& z5 A6 k6 }1 a! y; o2 b) U
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
- t) [% X+ Q( |1 T. v+ mnon-cumulative preferential cash dividends, as and when declared by the
0 |: Q! X, e. W$ @- zBoard of Directors, subject to the provisions of the Bank Act, for the initial
0 s' l) m, e2 w0 Q& Mperiod commencing on the closing date and ending on and including8 \" r3 }: V* }4 a, S
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the* Q* g) R0 f* X4 h
25th day of February, May, August and November in each year, at a rate" n" ^# T( n3 V7 A1 C
equal to $0.40625 per share. The initial dividend, if declared, will be payable
9 v4 R8 a; s5 q! f4 {May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
! o% D* B5 K# d& L" ^0 g T& Kdate of December 11, 2008.
. G/ j: C# c8 G7 F8 xFor each five-year period after the Initial Fixed Rate Period (each, a# V' [1 r4 ?: y, R+ p& ]
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares* }6 q F& P9 r! x
Series 18 will be entitled to receive fixed non-cumulative preferential cash2 |: E) d) r/ v, N2 x; a: S+ j
dividends, as and when declared by the Board of Directors, subject to the1 x: N; D" B) T( w1 z9 p
provisions of the Bank Act, payable quarterly on the 25th day of February,
6 m, Z9 [) A7 {% G9 A- U8 N$ g3 DMay, August and November in each year, in the amount per share per annum
& F1 X4 o m+ I9 cdetermined by multiplying the Annual Fixed Dividend Rate applicable to3 P9 n l* L4 t! z# z' E* n6 A
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend2 r+ r& Q9 I$ R6 ~; y1 Z/ }5 _3 V
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
4 B% ^5 U# f5 f1 V7 ]$ r" ~, oBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
9 a! ]" `0 M" ]6 S- Mof such Subsequent Fixed Rate Period and will be equal to the sum of the5 C7 g/ j, X2 [8 x: \* ]
Government of Canada Yield on the applicable Fixed Rate Calculation Date
: Y" V; Z( @% i f# Dplus 3.83%.0 H* j6 {" U8 }% {# ]# ^
If the Board of Directors does not declare a dividend, or any part thereof, on/ y2 e; o; }; H3 o
the Preferred Shares Series 18 on or before the dividend payment date for a/ a- b8 n4 u8 x1 a0 D7 ]/ p
particular quarter, then the entitlement of the holders of the Preferred: V8 p6 |( ]% m6 m
Shares Series 18 to receive such dividend, or to any part thereof, for such/ K1 p0 j7 E x+ g* P% B
quarter will be forever extinguished.
& y \# S, }6 H! PRedemption: Subject to the provisions of the Bank Act and to the prior consent of the' a% d" t/ ~7 U2 y8 s' U# l
Superintendent and to the provisions described below under ‘‘Details of the
% M' Z* n: t9 _6 @" b7 COffering — Certain Provisions of the Preferred Shares Series 18 as a$ v7 J9 W5 q% e: o# D
Series — Restrictions on Dividends and Retirement of Shares’’, on
; G" i: b. l1 BFebruary 25, 2014 and on February 25 every five years thereafter, on not
# t% K0 }8 @( n( bmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any2 {6 i* O; V! K6 o' y- Z
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
6 _3 M( y7 V, L: L; g. [' nwithout the consent of the holder, by the payment of an amount in cash for, P& \: A8 f* e! A% q
each such share so redeemed of $25.00 together with all declared and unpaid
* e" m2 d! c# ?/ K3 b8 cdividends to the date fixed for redemption.
! H3 G# n5 i2 G9 s5 mConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
0 X/ p2 R& j o5 HShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
* o# m5 t. z8 x0 U- s3 [3 Athe right, at their option, to convert, on February 25, 2014 and on" h% x% F0 Z! E0 B
S-4
# }$ g+ C" X+ s! q% c' J% lFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
2 k* ~2 W. r3 por all of their Preferred Shares Series 18 into an equal number of Preferred% O# l8 o& G0 y; ?( b
Shares Series 19 upon giving to the Bank notice thereof not earlier than
; j6 G# Q/ A Y/ x/ N! g30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day+ k r2 e9 U X7 F. e$ X. y
preceding, a Series 18 Conversion Date./ G- k# a9 x! S& o
Automatic Conversion If the Bank determines, after having taken into account all shares tendered$ l2 ~% A- [0 p4 ]1 _/ j
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
" e# a9 \2 C$ @+ R) `Series 19, as the case may be, that there would be outstanding on such
# d# b0 q5 a' M9 i6 U# Z4 e4 JSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
2 O& U& e$ a" g8 f( C8 g( fsuch remaining number of Preferred Shares Series 18 will automatically be
' D* H6 w& }- t* Z3 Sconverted on such Series 18 Conversion Date into an equal number of
" q- v4 a0 R% S$ ~ `6 W+ O; S) APreferred Shares Series 19. Additionally, if the Bank determines that, after3 J2 z' b* g0 ?8 t$ C
conversion, there would be outstanding on such Series 18 Conversion Date
1 y7 {3 A! Y; d; Iless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares# l! j# L4 G2 L2 [ L6 `
Series 18 will be converted into Preferred Shares Series 19.7 M% }2 c6 N9 Q, U5 M
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# F# r9 n( L7 f0 [# I8 \Series 18 will not be entitled as such to receive notice of, attend, or vote at,+ W$ D+ V: Y1 ?! g6 h; k, W
any meeting of the shareholders of the Bank unless and until the first time at I- r9 v6 H' H3 c$ f6 w! I
which the Board of Directors has not declared the whole dividend on the, {# p/ @2 t* e
Preferred Shares Series 18 in any quarter. In that event, subject as
7 w1 I8 X" Y6 _) ^: Dhereinafter provided, the holders of Preferred Shares Series 18 will be
1 |- P: D) T: Sentitled to receive notice of, and to attend, meetings of shareholders at which
% T, J9 I* Y& b$ {1 Q$ s- Ldirectors of the Bank are to be elected and will be entitled to one vote for
5 r& o; E3 k& ~. |each Preferred Share Series 18 held. The voting rights of the holders of the4 c, v* e. `; s/ \
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
+ a1 b) ~+ i4 z% Dthe first dividend on the Preferred Shares Series 18 to which the holders are
6 G( y* {& [( [2 P0 D [entitled thereunder subsequent to the time such voting rights first arose until
- a$ l4 V8 P1 P, `" Z" Q) L& f' Ysuch time as the Bank may again fail to declare the whole dividend on the2 J) i/ o, S0 j0 n0 F
Preferred Shares Series 18 in respect of any quarter, in which event such; W* I% D( i" Y ]
voting rights will become effective again and so on from time to time./ K5 g% t+ I+ q# ^+ d
Principal Characteristics of the Preferred Shares Series 19
- r) b5 i' T+ @' y' VDividends: The holders of the Preferred Shares Series 19 will be entitled to receive( S, b; I7 B, K3 x6 t3 c
floating rate non-cumulative preferential cash dividends, as and when
' e! I1 P, ]& W5 N. J* a% H7 \declared by the Board of Directors, subject to the provisions of the Bank Act,4 r9 f+ _0 M2 w7 a* V+ a9 T
payable quarterly on the 25th day of February, May, August and November, w# F O. d3 a7 t2 i1 K
in each year, in the amount per share determined by multiplying the
1 m% \, ~1 ^2 M: [, }$ dapplicable Quarterly Floating Dividend Rate by $25.00.
4 \; x7 S8 q5 z x/ a4 P( f+ x, K, COn the 30th day prior to the commencement of the initial quarterly dividend7 P! Y0 L0 x4 o7 \/ P" u
period beginning on February 25, 2014, and on the 30th day prior to the first$ e* F! t" H+ q p$ S' o/ k
day of each subsequent quarterly dividend period (the initial quarterly0 e3 h+ h- h6 L7 X
dividend period and each subsequent quarterly dividend period is referred to) M# }0 [9 P3 m) p( W2 ?5 C, O& G
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the% D" o& o4 o5 Z- u
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate2 R1 t6 o* Q. P: v( P. t: Y
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the5 [, }/ D" P+ U* H& m7 q1 l& R
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days& w. m- L$ o% P/ ]8 {+ z# N% E4 l3 E
elapsed in the applicable Quarterly Floating Rate Period divided by 365)3 A+ x: G# ]5 b- R6 V; ?
determined on the 30th day prior to the first day of the applicable Quarterly
; ?" S9 m5 R! T( O7 yFloating Rate Period.
+ j. o5 b* S$ i, ?S-5
3 m6 N; h# E6 b! u- Z0 g6 {If the Board of Directors does not declare a dividend, or any part thereof, on
( S9 @1 Y# D# i/ i- b' A) [the Preferred Shares Series 19 on or before the dividend payment date for a5 u5 t; e- k4 ^ u! v
particular quarter, then the entitlement of the holders of the Preferred+ Q% T6 z( @9 S# E" O5 H# _
Shares Series 19 to receive such dividend, or to any part thereof, for such6 O" V# U0 e0 u. A8 b" [& s1 W/ p2 [ z
quarter will be forever extinguished.
- h2 U/ c2 |" K* Z# ]4 N. K4 f, }Redemption: Subject to the provisions of the Bank Act and to the prior consent of the- w8 Z7 Y& p& f
Superintendent and to the provisions described below under the heading
% c# x$ b& R( B- ]‘‘Details of the Offering — Certain Provisions of the Preferred Shares* N1 l% }1 Z; W' F
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
6 T7 K7 X8 z& b7 ]- }5 [& L8 n+ gon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
" m Q" d. L& O. For any part of the then outstanding Preferred Shares Series 19, at the Bank’s
# s+ S0 q* j0 a0 B; R2 b" G( _0 @5 Goption without the consent of the holder, by the payment of an amount in
) ^& ~* \" k. w- U: [5 |cash for each such share so redeemed of (i) $25.00 together with all declared0 ?$ \0 h8 X9 t+ \9 V
and unpaid dividends to the date fixed for redemption in the case of+ y: g1 ~' }8 I7 p, z
redemptions on February 25, 2019 and on February 25 every five years
, U8 r. R9 I3 \! _thereafter, or (ii) $25.50 together with all declared and unpaid dividends to; p/ b w# q W% J* ^
the date fixed for redemption in the case of redemptions on any other date8 A: Q! J) b- i) M$ o, Q
on or after February 25, 2014.. O, t- C) g' f4 a( r
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic4 X* |" A* @. ` d2 W) e
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
1 d* H# H% d' qthe right, at their option, to convert, on February 25, 2019 and on
: K8 w3 D+ ]2 A3 JFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
* h- `' N2 \8 C6 s' `+ \: ^( L+ Xor all of their Preferred Shares Series 19 into an equal number of Preferred
1 f7 z9 ^ `9 I# W9 I$ MShares Series 18 upon giving to the Bank written notice thereof not earlier" D G' t$ d" i1 w' G* X
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the- f o ~" z) A+ N
15th day preceding, a Series 19 Conversion Date.+ D; Q j8 o( Y' q7 Z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
* ~2 Q9 b3 x8 {0 H, A5 RProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
6 p5 j' G1 l. {; q+ TSeries 18, as the case may be, that there would be outstanding on such4 W. K: B9 Y. M* P! Z: i* n
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
6 g* h" Q& \: ` u+ { x. K8 f1 Usuch remaining number of Preferred Shares Series 19 will automatically be0 B; ?, a/ j" x& G
converted on such Series 19 Conversion Date into an equal number of
5 q, c' L2 E/ J$ ^& D4 O1 E; RPreferred Shares Series 18. Additionally, if the Bank determines that, after3 C9 r+ Q$ |2 K. w
conversion, there would be outstanding on such Series 19 Conversion Date- o: M1 A5 K2 f
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares# C+ u# N& m' J$ R1 q6 ^
Series 19 will be converted into Preferred Shares Series 18.
7 H& |) N3 Z" jVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares6 n5 h( M3 y. F" m9 t+ j# H
Series 19 will not be entitled as such to receive notice of, attend, or vote at,$ [+ A/ A+ D2 R# G1 o
any meeting of the shareholders of the Bank unless and until the first time at/ \- v' a9 P o) C4 L! o# K- Y9 R G
which the Board of Directors has not declared the whole dividend on the
. [% m+ p% S [4 q/ q/ @2 KPreferred Shares Series 19 in any quarter. In that event, subject as! g: b4 j5 A# P$ X# X2 f, M* r
hereinafter provided, the holders of Preferred Shares Series 19 will be
" p6 B$ H6 l+ m* U9 ^- Hentitled to receive notice of, and to attend, meetings of shareholders at which
% @& L5 @. a) a3 Q6 Q- }, t2 @1 W' l' cdirectors of the Bank are to be elected and will be entitled to one vote for# s1 k/ U9 M. m5 U
each Preferred Share Series 19 held. The voting rights of the holders of the) a4 O+ @& Y' A
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of1 H2 A/ E+ j1 N" }
the first dividend on the Preferred Shares Series 19 to which the holders are
9 B7 t* Y+ a( b# Ientitled thereunder subsequent to the time such voting rights first arose until2 I# `( A# Q5 a7 K3 _. l
such time as the Bank may again fail to declare the whole dividend on the5 n; H; K0 [! K6 G
Preferred Shares Series 19 in respect of any quarter, in which event such( P6 A! r: W+ ~* u& a' V2 Z% u
voting rights will become effective again and so on from time to time., L, k1 G1 u. L* a) g$ Y0 [7 W
S-6
& h, y6 ~" x. T6 i2 M% J! WPriority: The preferred shares of each series of the Bank will rank on a parity with* v' K; S' y% b! B/ o% h3 j" P
every other series and are entitled to preference over the common shares of
6 i' k% Y @- a8 D* d% Ethe Bank and over any other shares of the Bank ranking junior to the
N! m- o8 g( z0 t& J! zpreferred shares with respect to the payment of dividends and upon any
4 x [. i0 j5 G' L+ T3 }7 B$ C7 Q* p' J3 ndistribution of assets in the event of the liquidation, dissolution or
7 K5 C6 ~, \8 o, a3 S" o$ D; K& ?' Owinding-up of the Bank.$ T0 B& _5 n5 @* r, ^# {
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under% z) j6 i9 ^# ` u$ ~7 a
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares5 ?: G2 }4 G; c7 o% g. H2 r
Series 18 and Preferred Shares Series 19 will not be required to pay tax on5 U3 i* _. m2 h/ p+ U3 D
dividends received on such shares under Part IV.1 of such Act. |
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