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发表于 2008-11-29 16:58
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下面是BMO的:
& y4 d' F7 d5 G5 C7 P, V6 ESUMMARY OF THE OFFERING
5 e& d3 I$ D9 D5 V% VThis 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 A6 U: n6 J- e* k E, K; _% yIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
; s5 Z0 N8 @! Y" b9 GAmount: $150,000,000 (6,000,000 shares).) V0 p6 S7 d+ o- o+ Z- l
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
7 q9 H4 q3 Z$ T$ S) ePrincipal Characteristics of the Preferred Shares Series 182 j5 l4 j, p1 @+ O0 T
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed3 [6 ?* Q2 b2 V/ f
non-cumulative preferential cash dividends, as and when declared by the
7 C9 k* \5 ^% w- ?( s0 d8 B8 VBoard of Directors, subject to the provisions of the Bank Act, for the initial/ l2 ]3 U0 [: b; t3 \/ `
period commencing on the closing date and ending on and including! r u' q4 N* G1 [5 f+ L
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
2 q5 C0 n( }6 k- t) A4 o$ h% E) ? d25th day of February, May, August and November in each year, at a rate$ B N+ y1 s& Z( c1 D6 e
equal to $0.40625 per share. The initial dividend, if declared, will be payable
7 g) K- v/ H3 I. H3 }% ^3 }# AMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing( {# ? D6 d9 @* [
date of December 11, 2008.7 E+ ~ ]8 V' @& |, F
For each five-year period after the Initial Fixed Rate Period (each, a e8 F6 v8 E, e: y
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
' M' j% N8 Q7 j/ A$ R7 \& dSeries 18 will be entitled to receive fixed non-cumulative preferential cash
1 N5 l* }+ ?) Q; V' y0 Edividends, as and when declared by the Board of Directors, subject to the
r5 O- R+ ]1 E& h0 J" K; nprovisions of the Bank Act, payable quarterly on the 25th day of February,+ G" t* r8 ?2 L/ T- S0 z
May, August and November in each year, in the amount per share per annum2 F8 A& c" ?0 f2 \
determined by multiplying the Annual Fixed Dividend Rate applicable to
$ Z7 ~' m0 J* {) @7 U& dsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
; _2 m! L9 N1 B( G( E) sRate for the ensuing Subsequent Fixed Rate Period will be determined by the) l" C3 T A% j2 C" Q% T' z4 b7 z7 H9 S
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day8 g" I, h3 h2 `
of such Subsequent Fixed Rate Period and will be equal to the sum of the
+ [& a* H2 n( t0 G1 vGovernment of Canada Yield on the applicable Fixed Rate Calculation Date5 e( T. L8 Q {
plus 3.83%.
: I0 @, ]$ V: a! hIf the Board of Directors does not declare a dividend, or any part thereof, on
& r! u: M& L( q# N: S/ }' zthe Preferred Shares Series 18 on or before the dividend payment date for a
$ m, l& |5 S6 T5 }* Q' vparticular quarter, then the entitlement of the holders of the Preferred# J& U- Z% D# Q) u9 v8 o B0 r9 K
Shares Series 18 to receive such dividend, or to any part thereof, for such0 C9 ~1 m' u+ \6 q( @+ r
quarter will be forever extinguished.
8 w0 E' {2 r5 A6 T! L) KRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
, i. n6 f, ^9 F% G8 m* cSuperintendent and to the provisions described below under ‘‘Details of the
( k6 \4 p' B" u [0 @: z1 v' ?Offering — Certain Provisions of the Preferred Shares Series 18 as a2 u, z" V4 _! s) P# `
Series — Restrictions on Dividends and Retirement of Shares’’, on
( Z* O' a5 v6 h3 L+ eFebruary 25, 2014 and on February 25 every five years thereafter, on not
7 L& L+ z2 n) a( W2 b! C Jmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
& {0 W# t0 p0 L4 B6 T2 rpart of the then outstanding Preferred Shares Series 18, at the Bank’s option6 ~3 w) w8 D" e% Z" b4 q
without the consent of the holder, by the payment of an amount in cash for
$ a; Q# o" z% r6 Ceach such share so redeemed of $25.00 together with all declared and unpaid: y1 K2 D& [/ I7 U) Q: K0 k4 e3 [% f
dividends to the date fixed for redemption." {. e/ t" O; J
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic1 ~6 t2 g5 [5 Y s! ?0 u
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have* Z( u. y8 g% U6 I
the right, at their option, to convert, on February 25, 2014 and on
9 o$ h* K& U# g+ |1 L7 NS-43 j t ^ f+ A* A- k7 \! T
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
: t% U9 T; [) H- K, M" I6 ^or all of their Preferred Shares Series 18 into an equal number of Preferred
+ o' x N" v5 l9 |Shares Series 19 upon giving to the Bank notice thereof not earlier than! G) b; H7 e% h" J3 [
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day+ ]' ~; Y+ q2 m" l
preceding, a Series 18 Conversion Date./ R5 z3 M& r( t5 b% k% _4 Q
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
. ~5 `7 A+ B( d6 V% R0 T$ RProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
, ?. W) N& c. a. {, iSeries 19, as the case may be, that there would be outstanding on such
1 A! g! l1 k4 p# ]0 \" z% VSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
- r8 @1 F- A$ }! ]1 w( Bsuch remaining number of Preferred Shares Series 18 will automatically be
5 i. x) ~' \% N8 x. fconverted on such Series 18 Conversion Date into an equal number of
; u) I" @+ o6 K7 w& ?) `9 xPreferred Shares Series 19. Additionally, if the Bank determines that, after
. K9 i3 S5 p5 U. ^6 b: hconversion, there would be outstanding on such Series 18 Conversion Date5 @" h" {, A9 ?9 P
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares' l5 k. R3 z+ B% o- \
Series 18 will be converted into Preferred Shares Series 19.
+ H/ ?3 @# j% |$ b$ `Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. O6 v. o* _( [8 R8 z" `2 u6 ISeries 18 will not be entitled as such to receive notice of, attend, or vote at,
# ], S5 m t: D+ \) ~7 \3 Aany meeting of the shareholders of the Bank unless and until the first time at' _) Z- S' \; v
which the Board of Directors has not declared the whole dividend on the
( i0 z3 O9 \$ R) C$ S3 p X$ `. SPreferred Shares Series 18 in any quarter. In that event, subject as. s6 H' U5 V: r
hereinafter provided, the holders of Preferred Shares Series 18 will be
0 G% P0 s7 w, a! k3 d0 Eentitled to receive notice of, and to attend, meetings of shareholders at which
' x! n. S/ m2 Hdirectors of the Bank are to be elected and will be entitled to one vote for
) P' ~ J3 s o% W9 ~( u: Oeach Preferred Share Series 18 held. The voting rights of the holders of the. A( \! y# O# v+ p/ o- c" m3 h
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
7 B w G" B, ]3 j9 J7 ?* ~the first dividend on the Preferred Shares Series 18 to which the holders are
) a2 N, \( Y: N, \( f+ s' l fentitled thereunder subsequent to the time such voting rights first arose until' s* I) b n, i
such time as the Bank may again fail to declare the whole dividend on the5 Q( I7 B) z1 O4 e/ j
Preferred Shares Series 18 in respect of any quarter, in which event such
+ f X1 q) B( _' c7 Q* Ovoting rights will become effective again and so on from time to time.* r8 b& S$ _0 }0 y; t
Principal Characteristics of the Preferred Shares Series 19
7 i2 |5 L0 Y9 `3 ?$ U& v, B' u5 f; CDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
% b% {" m0 g7 T+ ^4 q, g& mfloating rate non-cumulative preferential cash dividends, as and when* b7 R$ X' m# T: [8 _. C
declared by the Board of Directors, subject to the provisions of the Bank Act,
, p' n* h3 \, ?% upayable quarterly on the 25th day of February, May, August and November- M2 D k8 ^0 R4 [7 r
in each year, in the amount per share determined by multiplying the
# V7 \" v& n2 J5 o8 b/ S& Y9 Kapplicable Quarterly Floating Dividend Rate by $25.00.
6 L7 N- |7 E) S- f" bOn the 30th day prior to the commencement of the initial quarterly dividend& }$ v6 h( i+ P. K& T( H- \
period beginning on February 25, 2014, and on the 30th day prior to the first3 M. E4 o/ h* H2 r3 W' B
day of each subsequent quarterly dividend period (the initial quarterly
. l `2 T8 r9 g Rdividend period and each subsequent quarterly dividend period is referred to
2 u/ |3 R" p% @+ u. {as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
' {5 E1 k' V$ @( u! GQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate% h+ X# O& ]6 `5 `, A. F* I
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
3 i0 e& u! A5 o# \8 m' o" A3 lT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
7 Y$ D8 }0 W |3 l7 T$ delapsed in the applicable Quarterly Floating Rate Period divided by 365)8 y% A( t/ F1 O
determined on the 30th day prior to the first day of the applicable Quarterly
3 I4 |6 i1 A* m9 \3 c4 V( ^5 lFloating Rate Period.8 l2 t" A7 o# L
S-5
: ~7 ~1 b1 L5 z4 O% C2 e4 YIf the Board of Directors does not declare a dividend, or any part thereof, on
& L1 _: V! K. A0 X" j `0 h1 y1 Y" ~the Preferred Shares Series 19 on or before the dividend payment date for a
9 m" u6 h) c, ]/ yparticular quarter, then the entitlement of the holders of the Preferred0 z: N( Y8 Y: }% I" w/ x9 K* ]
Shares Series 19 to receive such dividend, or to any part thereof, for such
/ {$ J9 A4 n C( s. ^5 Equarter will be forever extinguished.
/ S c0 e3 A& R `Redemption: Subject to the provisions of the Bank Act and to the prior consent of the# P6 _4 I8 d8 d5 O8 N
Superintendent and to the provisions described below under the heading- }& i* w- }4 w3 Z; b. K
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
/ v' d5 Z. {/ H% h9 Q9 oSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
: Y' D& o7 F1 }2 r- M, _on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
( s% v5 k6 ? ]9 i/ lor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
! W) n0 w h0 w! ^. I) `option without the consent of the holder, by the payment of an amount in2 O/ c: O" x8 n* U; ^9 H
cash for each such share so redeemed of (i) $25.00 together with all declared
8 P# Q$ u( R9 S1 Land unpaid dividends to the date fixed for redemption in the case of
1 y- z* I6 J8 g: e" I% p5 p1 Nredemptions on February 25, 2019 and on February 25 every five years! J; [4 O( @- @ O; b6 e
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
0 B O# ]" i3 l+ j& h7 z; ]the date fixed for redemption in the case of redemptions on any other date
7 U3 f4 h5 f7 r, t, Kon or after February 25, 2014.
T+ f' A; G* h, q7 n. [7 U" nConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic5 X7 T. t9 B2 W5 u% z4 b+ n
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have9 O1 e c2 W- x6 \# h
the right, at their option, to convert, on February 25, 2019 and on0 t3 j% ?8 Q6 P* r& @2 `/ e, r
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
8 e4 x" k# S2 t8 F" H. N3 s2 N- kor all of their Preferred Shares Series 19 into an equal number of Preferred- p$ F* ^1 H+ g3 Z1 c5 }
Shares Series 18 upon giving to the Bank written notice thereof not earlier
2 u! o5 m5 N( Z; ~than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
& G# `) D5 a) X15th day preceding, a Series 19 Conversion Date.
+ J( y3 D9 n8 J7 NAutomatic Conversion If the Bank determines, after having taken into account all shares tendered4 f6 e. W0 }* q4 g
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares, `% @- E( t3 F! C r& z
Series 18, as the case may be, that there would be outstanding on such1 W* Y' q+ L1 v+ o9 n1 t% H v% g
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
3 \6 E0 l8 q, ?4 \# z: g2 L7 X' S* |& Z* psuch remaining number of Preferred Shares Series 19 will automatically be4 S' H, V) K; N9 k3 j5 I
converted on such Series 19 Conversion Date into an equal number of. c; ?9 r0 u3 g7 k' k) ~4 c' \9 P3 P
Preferred Shares Series 18. Additionally, if the Bank determines that, after+ S/ H! n* \4 @2 r
conversion, there would be outstanding on such Series 19 Conversion Date
o/ _% H' N7 w: o Y/ @less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
! e2 N9 q- K1 i4 O( J: PSeries 19 will be converted into Preferred Shares Series 18.; M( E3 R) \+ _! s* Y
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares. Y: y8 n6 L8 Q' R, p5 D# l8 r: [# P
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
( \9 B! o0 L3 dany meeting of the shareholders of the Bank unless and until the first time at/ I7 A# a( z2 ~! X' ]* z% }5 P
which the Board of Directors has not declared the whole dividend on the
; R1 z: @" E) t1 W+ f3 iPreferred Shares Series 19 in any quarter. In that event, subject as
: {6 x2 d$ p: hhereinafter provided, the holders of Preferred Shares Series 19 will be
+ y! L$ M: T* k2 W3 f( M6 Y' h4 ?entitled to receive notice of, and to attend, meetings of shareholders at which7 S0 Y9 w* U: } D0 f* V
directors of the Bank are to be elected and will be entitled to one vote for8 W' u" L, k5 K/ \
each Preferred Share Series 19 held. The voting rights of the holders of the" y: _; E8 _9 K8 |+ ?! h5 X
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
" x: z! j' y* x J4 Wthe first dividend on the Preferred Shares Series 19 to which the holders are
% e- m { I3 ^4 }" S8 ~% Mentitled thereunder subsequent to the time such voting rights first arose until
S) ^$ _! ^4 M9 Wsuch time as the Bank may again fail to declare the whole dividend on the
4 s: c, O Z7 U7 b! v6 }8 h. uPreferred Shares Series 19 in respect of any quarter, in which event such& z( G/ g. b! L) H0 R
voting rights will become effective again and so on from time to time." `2 O# M- j% L1 }0 Z: P5 Q
S-6/ Z! C! t o/ U! P
Priority: The preferred shares of each series of the Bank will rank on a parity with
/ z! t# ]" C3 W n/ ^; severy other series and are entitled to preference over the common shares of+ {! k6 Z4 ^% o9 W( ]3 j
the Bank and over any other shares of the Bank ranking junior to the0 O1 N5 I) C" \# v6 e2 _
preferred shares with respect to the payment of dividends and upon any" s, A& C, v1 F1 |: S E
distribution of assets in the event of the liquidation, dissolution or
1 {) T) \) L2 n7 s: D/ w3 d, Y& Z. ?winding-up of the Bank.
$ F# i' ?1 w3 q% ]' _9 ^: f# MTax on Preferred Share The Bank will elect, in the manner and within the time provided under
3 e4 J& Q/ D6 x- o! a8 }Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
7 k1 `; U$ n; I* b* S# c& iSeries 18 and Preferred Shares Series 19 will not be required to pay tax on0 ~: [& ]* q( D- |/ b
dividends received on such shares under Part IV.1 of such Act. |
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