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发表于 2008-11-29 16:58
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下面是BMO的:
" V- E) u5 u/ I8 ?+ m' rSUMMARY OF THE OFFERING
2 ]& {$ Z( _3 XThis 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’’.
+ P7 j$ p% D5 Z+ A+ a& J4 s8 ~Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
3 Y7 L- m% q1 U i: A. B" ]; @* NAmount: $150,000,000 (6,000,000 shares).
( N9 y+ G1 U/ `' Y$ H9 S8 [$ @Price and Yield: $25.00 per share to yield initially 6.50% per annum.
* E2 ?$ D$ ?! Z+ ~) E- f6 @Principal Characteristics of the Preferred Shares Series 18
% @ w/ v \( b" `Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
, i4 u$ ^5 Z2 M) a9 nnon-cumulative preferential cash dividends, as and when declared by the
8 y* k( `+ S- l: z9 _% OBoard of Directors, subject to the provisions of the Bank Act, for the initial" W* o$ X: b% `& ^% e& V9 K$ J) U
period commencing on the closing date and ending on and including
1 M+ P1 a$ X7 \: w6 V" A9 WFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
2 ~5 N2 T- p% a: d25th day of February, May, August and November in each year, at a rate
& b( x; n( k! S7 iequal to $0.40625 per share. The initial dividend, if declared, will be payable1 R. T0 t# I, Z: r" `2 I6 Z2 h6 O
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing5 N# {# ]/ J+ ] S
date of December 11, 2008.
6 s7 M( w! N1 xFor each five-year period after the Initial Fixed Rate Period (each, a
- R! O3 h7 I( X6 a* a‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares9 T: X5 [0 f% Q, a+ Y! l4 U
Series 18 will be entitled to receive fixed non-cumulative preferential cash e* |1 A- u( s& K+ R; j& n
dividends, as and when declared by the Board of Directors, subject to the7 x" [; ?# _" ?! @& ]- J
provisions of the Bank Act, payable quarterly on the 25th day of February,
$ m- M% V6 r5 V- x! c$ d; u" UMay, August and November in each year, in the amount per share per annum
8 [: [! E2 ]% I8 e) X# m k* N( Bdetermined by multiplying the Annual Fixed Dividend Rate applicable to
7 |: b7 H- L2 E7 P1 Nsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend: r# D/ s# \3 i) `( `
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the& Z) |4 [# _4 o! Z/ s- i" { C4 b
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day, G5 d2 g s+ z) D+ U0 M7 _
of such Subsequent Fixed Rate Period and will be equal to the sum of the
( D" ?2 x ], y6 eGovernment of Canada Yield on the applicable Fixed Rate Calculation Date; C1 f0 @2 p, h A' g9 B$ V; `
plus 3.83%.- u/ q2 [- A/ Z: b f7 e1 \
If the Board of Directors does not declare a dividend, or any part thereof, on* O* |/ u4 F9 @4 d, X+ _ z4 v
the Preferred Shares Series 18 on or before the dividend payment date for a1 J) C8 j4 Y& z
particular quarter, then the entitlement of the holders of the Preferred2 s7 e- q. a F6 f/ d( }! Y0 g
Shares Series 18 to receive such dividend, or to any part thereof, for such
/ z( y; @/ v* k7 M ^% F' C) Gquarter will be forever extinguished.) ]& j# Z" T5 M, Z7 @
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the0 B9 P& ?! O; T' v1 G4 T" t
Superintendent and to the provisions described below under ‘‘Details of the
0 c9 B/ p5 P% A' `9 \Offering — Certain Provisions of the Preferred Shares Series 18 as a( l. R7 @5 V* w" J( Y* X
Series — Restrictions on Dividends and Retirement of Shares’’, on0 ]( C/ u1 Y4 J4 V; ~) D( r! S
February 25, 2014 and on February 25 every five years thereafter, on not
E) o/ ?+ R( T0 Smore than 60 nor less than 30 days’ notice, the Bank may redeem all or any+ R, t2 O+ {9 n& n+ Z
part of the then outstanding Preferred Shares Series 18, at the Bank’s option6 z# _7 c8 m6 F
without the consent of the holder, by the payment of an amount in cash for3 R7 w* C( G7 a
each such share so redeemed of $25.00 together with all declared and unpaid
5 \0 v7 G$ W; w; C# j4 Bdividends to the date fixed for redemption.& C6 s, l4 m- j
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic5 i* L; [; R1 |
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have' \+ {6 c6 e) {: O! d6 V: l
the right, at their option, to convert, on February 25, 2014 and on
/ _% n Q. ~5 r4 SS-4
K- p7 w6 U! z5 C. AFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
3 b9 G$ k6 J6 q2 d2 K3 j' cor all of their Preferred Shares Series 18 into an equal number of Preferred+ Q! `9 f. e1 k! s k) ?
Shares Series 19 upon giving to the Bank notice thereof not earlier than; S% G% c% b3 ^ E: u5 D
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day `, ^0 E9 w9 k6 C3 Z2 }
preceding, a Series 18 Conversion Date.
I! Y- J; H2 k6 f1 K4 B& oAutomatic Conversion If the Bank determines, after having taken into account all shares tendered3 Z! D9 t- v R4 ]
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares; c6 M% E3 T+ k+ V% {/ x! \" O( Q
Series 19, as the case may be, that there would be outstanding on such+ L9 G; `2 Y' N, R; b$ e+ e
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
0 N" G6 I$ G! m6 e7 Y& Jsuch remaining number of Preferred Shares Series 18 will automatically be' O- ~; ~+ T; ]# ~- H' c! H
converted on such Series 18 Conversion Date into an equal number of
/ W: F- i/ D8 k4 X" cPreferred Shares Series 19. Additionally, if the Bank determines that, after
( {$ H: c+ n) Iconversion, there would be outstanding on such Series 18 Conversion Date* h" C( t4 k) O* L2 T+ z3 N
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
4 X4 f5 p; p+ _1 R OSeries 18 will be converted into Preferred Shares Series 19." m0 z# U+ d# N" V7 ^2 b
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares+ z7 A. u" ^/ w2 Z
Series 18 will not be entitled as such to receive notice of, attend, or vote at,. i8 V4 S7 K4 U4 e; _6 o$ m
any meeting of the shareholders of the Bank unless and until the first time at
( d- i, B- m5 x, L9 {8 m; ^* mwhich the Board of Directors has not declared the whole dividend on the
- x+ p8 [; L* q6 pPreferred Shares Series 18 in any quarter. In that event, subject as
, T1 J4 o# V, i9 Xhereinafter provided, the holders of Preferred Shares Series 18 will be d9 n: ]; z' v6 f1 N, G3 H
entitled to receive notice of, and to attend, meetings of shareholders at which
5 ^- W0 }, I3 H# X: i1 ndirectors of the Bank are to be elected and will be entitled to one vote for
% f0 k3 F# O. Z8 R8 ceach Preferred Share Series 18 held. The voting rights of the holders of the
2 \9 r! X$ {" F% A; O* E* Z- oPreferred Shares Series 18 will forthwith cease upon payment by the Bank of; Z8 B5 {2 J3 X: |3 F+ [
the first dividend on the Preferred Shares Series 18 to which the holders are
0 v) h5 [: _, Fentitled thereunder subsequent to the time such voting rights first arose until
$ c! K+ g m, d4 V, I% Zsuch time as the Bank may again fail to declare the whole dividend on the
9 R K9 V9 v/ _0 ZPreferred Shares Series 18 in respect of any quarter, in which event such
% ~) U& s, N4 ?5 E* T. w( i' S# Ovoting rights will become effective again and so on from time to time.
]9 y9 y7 i0 E3 ~: o2 {Principal Characteristics of the Preferred Shares Series 19
3 U$ a% f/ Z, N3 d! }) X0 PDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
' k. G8 { h% Ifloating rate non-cumulative preferential cash dividends, as and when
3 }# Z6 G/ ^' V3 T: i' E. f6 ideclared by the Board of Directors, subject to the provisions of the Bank Act,9 s6 t1 [$ u& {
payable quarterly on the 25th day of February, May, August and November# N( A* `% u e; Z
in each year, in the amount per share determined by multiplying the4 s6 |; e% d. T9 x2 l
applicable Quarterly Floating Dividend Rate by $25.00.7 _. H2 Y/ Y3 |* m3 |1 [9 C
On the 30th day prior to the commencement of the initial quarterly dividend3 X" Z& c: H. x# p# W
period beginning on February 25, 2014, and on the 30th day prior to the first
) |8 I& t3 C. X- Z4 yday of each subsequent quarterly dividend period (the initial quarterly* x- @( V- j0 @* t0 V
dividend period and each subsequent quarterly dividend period is referred to
6 L; a) @( v; p5 zas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
9 E0 ?6 @4 w$ fQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate: V3 }! x- c0 Y6 t3 ?
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
' N3 _; k0 z! |- M3 S; S5 @6 nT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days2 {5 ^0 R7 J9 e) S8 }
elapsed in the applicable Quarterly Floating Rate Period divided by 365)3 Z4 h& u3 Z, K$ O9 V0 p- k
determined on the 30th day prior to the first day of the applicable Quarterly
7 \. M: q( G' y- X; GFloating Rate Period.
" s( x# l" \0 sS-59 m5 c# R$ a0 j" ^* F% i) b. M2 N0 d
If the Board of Directors does not declare a dividend, or any part thereof, on
( s1 l3 R7 n) M6 b5 I" c- \the Preferred Shares Series 19 on or before the dividend payment date for a( S. L0 e3 j" g+ B' b
particular quarter, then the entitlement of the holders of the Preferred
, C T) A" z* u& K, q5 ~/ CShares Series 19 to receive such dividend, or to any part thereof, for such
! I2 q4 v& N3 G( |% Aquarter will be forever extinguished.1 n7 \# N' T* Q' z0 X
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the. z6 o8 f7 Z0 R1 y5 _6 E
Superintendent and to the provisions described below under the heading
1 T+ J3 K! N+ Z! ]‘‘Details of the Offering — Certain Provisions of the Preferred Shares* o/ F1 x+ Y' m1 |& M
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
8 `" b" V9 A8 Aon not more than 60 nor less than 30 days’ notice, the Bank may redeem all _0 k5 @4 h9 e9 Q1 b" G+ |
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
8 `) `0 D1 |" o: goption without the consent of the holder, by the payment of an amount in3 h1 [8 t% r: K+ Y2 l4 d
cash for each such share so redeemed of (i) $25.00 together with all declared' S* n2 \. d: N
and unpaid dividends to the date fixed for redemption in the case of+ ?& ^3 J* u* B m! c% ~. I& X# B
redemptions on February 25, 2019 and on February 25 every five years
+ c; n; N" T$ ?) L% B9 e- Bthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
5 z8 r2 G9 o, t9 d+ I$ Kthe date fixed for redemption in the case of redemptions on any other date. ^! B9 {. ?+ F/ o
on or after February 25, 2014.3 f V2 a( Q8 G* X! i, E5 j. k
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
/ K4 ]# W: W$ n4 w$ J, [/ s' BShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have0 s* u! d, s: K+ |! T
the right, at their option, to convert, on February 25, 2019 and on
# y4 @% P& U9 Z5 ]1 sFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
, u7 S8 G7 b; \4 q/ d/ Nor all of their Preferred Shares Series 19 into an equal number of Preferred
5 V9 r6 ^! \5 x3 S. wShares Series 18 upon giving to the Bank written notice thereof not earlier2 o4 _7 P) e$ @, ]4 J5 v
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the( D# t" }: o, T' B$ d
15th day preceding, a Series 19 Conversion Date.0 ^" W, y& V/ @2 a4 i
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
G b# B( O1 `! W- T' r3 HProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
. L" g0 K2 l5 x X) k) _Series 18, as the case may be, that there would be outstanding on such B1 I: ]6 ^* \' u+ h/ }) e4 A$ ~
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
3 O$ Q% g# ` ^& c2 y% u5 ~+ Csuch remaining number of Preferred Shares Series 19 will automatically be4 ^" v" Q5 ~' G0 d
converted on such Series 19 Conversion Date into an equal number of& y6 [7 V, r( W @1 R( q+ `- t
Preferred Shares Series 18. Additionally, if the Bank determines that, after/ X4 J7 L: Q- r. d# I' X
conversion, there would be outstanding on such Series 19 Conversion Date
9 e, [( c3 S% mless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
7 T: \7 `( |& d6 Z" BSeries 19 will be converted into Preferred Shares Series 18.4 R9 n& W, D* w3 t! M
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
+ |/ C: a% t4 BSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
+ N" M, w- G3 q3 t( o' ]any meeting of the shareholders of the Bank unless and until the first time at
# W; d! |- n& y( g9 [5 Wwhich the Board of Directors has not declared the whole dividend on the. E4 d7 P: m+ W" W( K! K8 q( e) F
Preferred Shares Series 19 in any quarter. In that event, subject as V- J" q7 {- `
hereinafter provided, the holders of Preferred Shares Series 19 will be
% N4 O2 W% l+ G- Y# A. e, [entitled to receive notice of, and to attend, meetings of shareholders at which
$ x% F* x/ K i6 e; B! [directors of the Bank are to be elected and will be entitled to one vote for1 A3 ]1 {* `& [( b# D" T
each Preferred Share Series 19 held. The voting rights of the holders of the g$ \3 e( t4 A/ i. Z7 @
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of+ {' A5 S+ o. l- E$ v6 ^
the first dividend on the Preferred Shares Series 19 to which the holders are5 U' B$ z, w' c1 q3 R1 C: c6 q
entitled thereunder subsequent to the time such voting rights first arose until
& o% B* u8 ^3 [% R) _; ]such time as the Bank may again fail to declare the whole dividend on the H$ j& u$ ?3 ]8 a1 z
Preferred Shares Series 19 in respect of any quarter, in which event such
& U' ^# f' i4 |voting rights will become effective again and so on from time to time.6 b. Z8 w7 \: f9 x) K0 c( h
S-6, O7 B& m4 H/ g% i9 e- m; X
Priority: The preferred shares of each series of the Bank will rank on a parity with) }. d: U% x$ m8 X7 @+ F! a! ]/ ?
every other series and are entitled to preference over the common shares of
5 C% ]' R, l) L: g8 I1 {the Bank and over any other shares of the Bank ranking junior to the% O' h2 x ^( a: T' z) \
preferred shares with respect to the payment of dividends and upon any7 v6 M2 j9 f) e: F
distribution of assets in the event of the liquidation, dissolution or
! h* h$ J7 H o3 w, D) Xwinding-up of the Bank.
/ Q4 m: r# O- o% t2 h7 O* ETax on Preferred Share The Bank will elect, in the manner and within the time provided under4 G8 m4 f4 x0 a! {! Q" d6 D
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares0 p' r, k1 x6 A0 z4 t
Series 18 and Preferred Shares Series 19 will not be required to pay tax on- `/ i, X0 _. F% n, x+ y g1 B
dividends received on such shares under Part IV.1 of such Act. |
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