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发表于 2008-11-29 16:58
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下面是BMO的:1 b3 s1 ~, L! ~2 s' s3 C. \: t @6 b5 ~
SUMMARY OF THE OFFERING7 o# F+ H) w% f8 `' s
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’’.( D( r' e0 q8 L3 z' I* C& D& H
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.7 E9 c+ S1 I8 Y9 N/ t
Amount: $150,000,000 (6,000,000 shares).
& |& W/ g T7 ^' m2 B% }Price and Yield: $25.00 per share to yield initially 6.50% per annum.
) o N R, J4 w r2 d. ^3 g) I' ?Principal Characteristics of the Preferred Shares Series 18
- k% e0 q% V$ }: D# A3 }" dDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed+ O: x1 \: Y$ U2 h1 {: A
non-cumulative preferential cash dividends, as and when declared by the7 c, T3 z' q8 v3 a5 ]) O5 D- V6 G
Board of Directors, subject to the provisions of the Bank Act, for the initial! [1 j9 j! _0 f! Z! C0 U! o
period commencing on the closing date and ending on and including
' ~+ E( N+ z, L. d7 e. U2 B2 y8 qFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
3 G( @& x$ ?; y% J/ D4 G25th day of February, May, August and November in each year, at a rate$ Z) r9 W! c: r
equal to $0.40625 per share. The initial dividend, if declared, will be payable
2 P8 S! s; M! f" d3 l, G7 aMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
/ C+ P& {3 n. }6 gdate of December 11, 2008.
, \, M7 _" d& P7 T2 c8 z" c) mFor each five-year period after the Initial Fixed Rate Period (each, a
' R6 V3 X( S/ u/ d+ ?5 _9 g‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
" B: k$ y- m' t! ?) d& ]Series 18 will be entitled to receive fixed non-cumulative preferential cash
& |! F8 e& \6 @3 odividends, as and when declared by the Board of Directors, subject to the8 n# e( k3 a$ d0 Y1 j; J
provisions of the Bank Act, payable quarterly on the 25th day of February,6 i7 E2 n: y& Z- W0 `8 ^& x
May, August and November in each year, in the amount per share per annum
; b6 T% A2 M5 Gdetermined by multiplying the Annual Fixed Dividend Rate applicable to
9 T/ T9 T2 E0 i+ d. Y% N8 nsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend2 \% _% m& R8 k; V. t; C' N. j
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
5 K- X2 }; ~& i- I' vBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
, Q" F M( Z* c# c, Gof such Subsequent Fixed Rate Period and will be equal to the sum of the: N! N. K2 J" z. C& [# t- P
Government of Canada Yield on the applicable Fixed Rate Calculation Date+ L4 S: @' C1 O1 v8 x7 U
plus 3.83%.
9 m/ `8 {* G0 R5 \% B' t, B+ O; IIf the Board of Directors does not declare a dividend, or any part thereof, on
: }. [, a9 c) r9 x Athe Preferred Shares Series 18 on or before the dividend payment date for a) f6 ^' k" _" D2 c' d
particular quarter, then the entitlement of the holders of the Preferred3 q( ?% t7 h$ j" E" j) h& c
Shares Series 18 to receive such dividend, or to any part thereof, for such5 |( R( s9 F/ B( }7 ?" O
quarter will be forever extinguished.# Y) z7 X& C- A6 b$ d; Z8 ]8 v6 r
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
* [0 J: l8 ^" F! A" WSuperintendent and to the provisions described below under ‘‘Details of the3 p& R, w# M. C6 @- U
Offering — Certain Provisions of the Preferred Shares Series 18 as a
5 D5 r/ n9 ]; {1 ?' B |2 zSeries — Restrictions on Dividends and Retirement of Shares’’, on3 I8 g. s' z, [) u# \
February 25, 2014 and on February 25 every five years thereafter, on not' ]9 K& B2 G0 V, \/ U$ o
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
/ J# H. t) |0 M; |& Q7 U4 [part of the then outstanding Preferred Shares Series 18, at the Bank’s option" ^" e6 Q* i& H8 w, g
without the consent of the holder, by the payment of an amount in cash for5 f. }& m6 ^1 L; d( J
each such share so redeemed of $25.00 together with all declared and unpaid" W6 p% W" {4 D
dividends to the date fixed for redemption.& {9 A2 S+ C+ _3 l/ a+ t
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic8 Z" D) v }6 X3 ~- Y, Q
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have( K% ~! F z5 o6 ~5 v- F1 G# @
the right, at their option, to convert, on February 25, 2014 and on1 _7 d) s9 y0 K" j) c) J( Q4 V' Z
S-4
! i; C) g8 i9 F4 KFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any) b; E- j8 c+ M! `* h6 u
or all of their Preferred Shares Series 18 into an equal number of Preferred
" |% n$ U2 n- t+ KShares Series 19 upon giving to the Bank notice thereof not earlier than! [7 x$ l- h W$ I0 c% b
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
2 L/ H3 a$ I* ~" m* a7 y7 npreceding, a Series 18 Conversion Date.* q8 Y7 _% ?: E+ b' q) m/ y
Automatic Conversion If the Bank determines, after having taken into account all shares tendered( G" }* O7 p" N; e* E. F
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares' C' C6 f4 `. P" x9 ]. ^
Series 19, as the case may be, that there would be outstanding on such
1 ^, t6 p0 p* ^! \ g8 ^/ v' D5 ZSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
# T" r v. o/ {$ C W. \' @1 hsuch remaining number of Preferred Shares Series 18 will automatically be, f+ v0 L1 g! Y7 g* H! @; ?" z
converted on such Series 18 Conversion Date into an equal number of1 r2 N* Q* X! s1 ^% O; z
Preferred Shares Series 19. Additionally, if the Bank determines that, after3 v8 d1 C6 Q' }& K
conversion, there would be outstanding on such Series 18 Conversion Date
$ X! Y9 u/ C+ Oless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
9 l& I" H U8 c. N1 f: lSeries 18 will be converted into Preferred Shares Series 19.$ c2 q v1 r" w
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares; \1 A7 S" [+ b, _8 _5 _
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
# ^7 D/ Q7 s- }) p5 t" Jany meeting of the shareholders of the Bank unless and until the first time at l& j9 u5 F7 M) s l6 e! a* o$ Q
which the Board of Directors has not declared the whole dividend on the7 C% G. a' Q6 t" c% ^7 P
Preferred Shares Series 18 in any quarter. In that event, subject as
6 D( F$ `4 H, [0 jhereinafter provided, the holders of Preferred Shares Series 18 will be
5 f, Y* s0 f9 R6 B* w6 O( P3 Aentitled to receive notice of, and to attend, meetings of shareholders at which
u {+ E2 W0 |! n& Z9 |directors of the Bank are to be elected and will be entitled to one vote for
2 G$ S4 r" |" x, g9 |! B0 R1 m9 ceach Preferred Share Series 18 held. The voting rights of the holders of the. I) M! {# U( R& m `
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
& d! _6 T1 I0 T k* A; n6 Z% Lthe first dividend on the Preferred Shares Series 18 to which the holders are+ i8 A/ d# N% h/ k" _5 ^ C
entitled thereunder subsequent to the time such voting rights first arose until8 ?1 _. J$ [/ X ]2 [% y/ h
such time as the Bank may again fail to declare the whole dividend on the: y) x9 t. _( [0 d
Preferred Shares Series 18 in respect of any quarter, in which event such' w# N+ Z4 L" U y) T. m
voting rights will become effective again and so on from time to time.
9 ^6 p0 v# R$ d( V6 I4 tPrincipal Characteristics of the Preferred Shares Series 197 d7 W3 b2 d. u: J8 }' Y+ ]
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive9 A9 g+ W4 I: A! x; W
floating rate non-cumulative preferential cash dividends, as and when' `" x+ S0 n3 H! m; g
declared by the Board of Directors, subject to the provisions of the Bank Act,
1 c C7 w0 [" X& @1 z/ Dpayable quarterly on the 25th day of February, May, August and November2 [+ G& q+ I# J, c
in each year, in the amount per share determined by multiplying the2 N8 A7 _% f0 M) ]+ {
applicable Quarterly Floating Dividend Rate by $25.00.
+ }9 m8 y5 ?9 z% ^On the 30th day prior to the commencement of the initial quarterly dividend# H' ]7 O* z, |1 O2 C0 @, G- W! f+ s
period beginning on February 25, 2014, and on the 30th day prior to the first6 C; ~: z4 M8 ^0 L* a
day of each subsequent quarterly dividend period (the initial quarterly
) |( T* U' x8 d/ }dividend period and each subsequent quarterly dividend period is referred to' U: @! X8 ]% f9 b P& _9 o# m9 i
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the: W% k; ^* i% N0 b, O8 K
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate8 ^5 L: E/ y* H% M% ]5 F
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
: U; ]1 _9 @) b# q- s# [' b1 |. LT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
( h6 v$ z# r+ B/ Gelapsed in the applicable Quarterly Floating Rate Period divided by 365)
6 c5 z0 @3 S/ ?) B8 F7 k1 B# F9 bdetermined on the 30th day prior to the first day of the applicable Quarterly; @& K a7 r) l
Floating Rate Period.
2 }* m0 u2 @3 @S-5, I4 g1 k+ N8 e- I7 {/ w S; ]
If the Board of Directors does not declare a dividend, or any part thereof, on4 n) u; D- W6 x& n7 H
the Preferred Shares Series 19 on or before the dividend payment date for a# f. N) |, e8 k: |
particular quarter, then the entitlement of the holders of the Preferred
- @$ m/ |/ e: E5 I3 N, LShares Series 19 to receive such dividend, or to any part thereof, for such
& ^. l7 @, v% z) aquarter will be forever extinguished.. O0 _, c# a' T! F* Q" I2 E
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
5 Y; `6 _) b2 K+ ]Superintendent and to the provisions described below under the heading5 O* A2 m# q: n8 y
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
3 _& e: k4 n1 I5 Z" ASeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
' o* V! Z+ ^/ Z; s4 \on not more than 60 nor less than 30 days’ notice, the Bank may redeem all Q2 x# R3 Q* D- L( L
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
4 }7 w, D+ y1 b2 qoption without the consent of the holder, by the payment of an amount in8 a/ `* z9 W7 U/ q k0 {
cash for each such share so redeemed of (i) $25.00 together with all declared
2 }9 f! g$ y& o7 }, z0 V: Jand unpaid dividends to the date fixed for redemption in the case of) \6 h0 h) X5 o0 v" @
redemptions on February 25, 2019 and on February 25 every five years+ X4 X7 g) M6 U9 D0 @0 X+ Q. s! i
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to" P. \0 J5 P: z( J
the date fixed for redemption in the case of redemptions on any other date" T+ \5 v+ i* {- q1 a
on or after February 25, 2014.
# }( w$ b. v5 g% A5 Y. vConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic" R/ Z, B8 ?7 D
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
% _* d& k3 n9 g1 C1 P- I' n' |the right, at their option, to convert, on February 25, 2019 and on
( N6 g; Z0 ]6 n+ Y3 UFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any& h6 n& @+ Z5 \9 J- Q+ l& C7 F
or all of their Preferred Shares Series 19 into an equal number of Preferred
. E, d" ]' X2 L6 kShares Series 18 upon giving to the Bank written notice thereof not earlier3 o v% Y5 R6 B4 \9 v, K; j
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the3 _% J6 @, |2 {, i# m2 T# U
15th day preceding, a Series 19 Conversion Date.
, K, _7 _) Z6 V7 bAutomatic Conversion If the Bank determines, after having taken into account all shares tendered7 B; N" B) o3 G; n( ?& G
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares' `2 }2 ^8 B. ^% g8 [3 C1 \
Series 18, as the case may be, that there would be outstanding on such9 D7 C# {0 M6 E C$ Q
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
# ~4 T1 C' o' S5 D3 a$ v) Y# u) Hsuch remaining number of Preferred Shares Series 19 will automatically be2 Y5 U$ [& X) a" d1 v' o
converted on such Series 19 Conversion Date into an equal number of5 g- }. Y! M6 e5 r* @
Preferred Shares Series 18. Additionally, if the Bank determines that, after8 s, B) b0 c9 z
conversion, there would be outstanding on such Series 19 Conversion Date6 W/ f! A/ N. s+ x7 i' S% o* B$ |" d
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
! k# t! v) Y ?% h& @2 f% r1 U9 XSeries 19 will be converted into Preferred Shares Series 18.2 K; H. g' T- g8 h( J$ M
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
, O2 o8 k' W" W% E4 y- d& [Series 19 will not be entitled as such to receive notice of, attend, or vote at,
2 B/ M6 ]8 U6 Z3 V3 Tany meeting of the shareholders of the Bank unless and until the first time at x: P9 T, F# c1 R3 X7 v
which the Board of Directors has not declared the whole dividend on the
1 ^% P2 O' [; A' _Preferred Shares Series 19 in any quarter. In that event, subject as
' \; |4 L2 [/ |1 c7 Q$ ihereinafter provided, the holders of Preferred Shares Series 19 will be
# S* M+ B( T- n/ C+ D1 ientitled to receive notice of, and to attend, meetings of shareholders at which
, C7 _$ H1 n) T2 y6 wdirectors of the Bank are to be elected and will be entitled to one vote for% H1 e) w: y* [8 a
each Preferred Share Series 19 held. The voting rights of the holders of the3 f. |8 a q1 |) G2 n+ S& V, E
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of, }' e5 P5 J. I5 R- S# V1 K# P! R
the first dividend on the Preferred Shares Series 19 to which the holders are8 K; v$ s& O3 X
entitled thereunder subsequent to the time such voting rights first arose until
8 y; D8 j2 i( y9 v3 G6 ]: [such time as the Bank may again fail to declare the whole dividend on the, W& X- E6 Y( r; Q! b6 |. x
Preferred Shares Series 19 in respect of any quarter, in which event such
' q' j, j( L1 o1 b3 [* e" P8 \voting rights will become effective again and so on from time to time.. v4 R2 B3 I- G& ^. p
S-67 ]% ~) S. M. w: S) h; a: Q9 `0 J
Priority: The preferred shares of each series of the Bank will rank on a parity with V+ e, r" [3 W) m( b
every other series and are entitled to preference over the common shares of
7 C0 C% h5 e: ~3 ]the Bank and over any other shares of the Bank ranking junior to the
% W( [- @8 D1 Fpreferred shares with respect to the payment of dividends and upon any8 v0 Q0 ^: S. d' l/ e6 i6 n: R
distribution of assets in the event of the liquidation, dissolution or* y* {% [& D: ^4 [2 H8 ?8 f
winding-up of the Bank.
+ F/ t) R% S% ]; J. L a* ]/ O0 i$ t$ rTax on Preferred Share The Bank will elect, in the manner and within the time provided under
# v5 s- z d7 J( }Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares6 O3 `; @' D, d3 Y9 x. r5 q
Series 18 and Preferred Shares Series 19 will not be required to pay tax on( e0 h* i; q6 N/ H
dividends received on such shares under Part IV.1 of such Act. |
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