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发表于 2008-11-29 16:58
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下面是BMO的:
; a% U0 K+ j5 q7 {9 ASUMMARY OF THE OFFERING+ k' r4 |5 K1 z4 x1 F
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’’.: W7 C1 |# D7 b; q9 ~+ v: _/ q& u
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
$ }; {. a9 z6 ?0 c6 uAmount: $150,000,000 (6,000,000 shares).6 g/ O5 _* t4 T) o i& }
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
% V' s! Z/ |% _/ V" z: j$ RPrincipal Characteristics of the Preferred Shares Series 18
; ?7 J6 E* \0 i sDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
2 X& V+ M, b: Y$ `( i: Snon-cumulative preferential cash dividends, as and when declared by the
" \, u: q: r4 e: b( V( eBoard of Directors, subject to the provisions of the Bank Act, for the initial
' a. f7 o+ b3 O) I5 qperiod commencing on the closing date and ending on and including" [! W; L* n; J ~# W3 i
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the0 C6 b: u/ s) g# G; F% q0 y
25th day of February, May, August and November in each year, at a rate! ~3 A6 E& l: _) M/ f9 o
equal to $0.40625 per share. The initial dividend, if declared, will be payable& d5 W) {* \# V8 O5 P8 D: V
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
% T$ p: a% ]1 b: |% v* ndate of December 11, 2008.0 ~: z1 E: a" H& T/ I
For each five-year period after the Initial Fixed Rate Period (each, a
) T; H z/ _' j, y) w‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
, Y6 Q$ j: m( [% e6 ~Series 18 will be entitled to receive fixed non-cumulative preferential cash' I q" c$ Z. A0 M. n
dividends, as and when declared by the Board of Directors, subject to the
& a8 s0 _; T) w! C: X u. }6 Gprovisions of the Bank Act, payable quarterly on the 25th day of February,
% H: z3 z- l7 `. O/ z! X* x5 z5 ^# o. \( rMay, August and November in each year, in the amount per share per annum
+ A0 `6 Z) W4 G9 v% bdetermined by multiplying the Annual Fixed Dividend Rate applicable to
8 u- n" U0 m/ g$ K1 {6 ysuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend% z( g0 V* o! ~; p/ R% ^: g0 ~
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the& [: P& M0 I# h/ V/ |* d% j3 j% n
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day n9 m; W4 R+ i
of such Subsequent Fixed Rate Period and will be equal to the sum of the O" F; t c0 K& J- i9 ~+ H
Government of Canada Yield on the applicable Fixed Rate Calculation Date7 a. K& }0 ^, L7 H
plus 3.83%.
- }" H4 ?* A* @- IIf the Board of Directors does not declare a dividend, or any part thereof, on. ?3 r& c3 E, D, B" |7 H" O
the Preferred Shares Series 18 on or before the dividend payment date for a
d& y! P' g% {4 O1 o! Jparticular quarter, then the entitlement of the holders of the Preferred
V+ h+ u+ d( ^* b# ?6 f! NShares Series 18 to receive such dividend, or to any part thereof, for such9 Q: W+ k m K# ]+ X, [
quarter will be forever extinguished.
4 U' o# ]/ s3 t* [Redemption: Subject to the provisions of the Bank Act and to the prior consent of the. e& Q+ t' |1 _
Superintendent and to the provisions described below under ‘‘Details of the# W7 p8 q, t" L2 n; i
Offering — Certain Provisions of the Preferred Shares Series 18 as a
u. J' U2 ?* G& OSeries — Restrictions on Dividends and Retirement of Shares’’, on) q' f- L* Q0 L. l
February 25, 2014 and on February 25 every five years thereafter, on not
- c, X( I+ n! \more than 60 nor less than 30 days’ notice, the Bank may redeem all or any5 l+ K( s$ Y, X+ A' ?
part of the then outstanding Preferred Shares Series 18, at the Bank’s option+ a, q7 G/ T3 }9 K
without the consent of the holder, by the payment of an amount in cash for
3 f9 r4 v4 p+ u4 z1 yeach such share so redeemed of $25.00 together with all declared and unpaid* C; P U) Z; C1 B! h; V3 Y3 ]
dividends to the date fixed for redemption.
( g! B2 @5 [# A; vConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic) k! \6 ~0 X& R' `! Z- d% w
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
# d% O' A! M/ d! ~! D5 r* O" @the right, at their option, to convert, on February 25, 2014 and on4 `. t7 m/ j% r1 i9 p$ V
S-4/ u0 k9 o0 g2 W& o, X
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
0 }9 y O* s! u6 L3 b# for all of their Preferred Shares Series 18 into an equal number of Preferred
+ y- K& t3 e) a* _ R/ MShares Series 19 upon giving to the Bank notice thereof not earlier than
& a- a; A5 L+ c30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day) x2 ?$ D- {0 g5 K( w" r% v) X
preceding, a Series 18 Conversion Date.
4 h/ {% m; f- Q0 dAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
" V4 l5 c9 W) J- C {Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
6 v4 r {, F0 D' k* |Series 19, as the case may be, that there would be outstanding on such0 ^% Y. h+ |* H
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
. P8 G* g" c- ?; }% ^& ^such remaining number of Preferred Shares Series 18 will automatically be% e* H% B% r. L7 }* y( C9 W( J
converted on such Series 18 Conversion Date into an equal number of4 x+ a7 a2 `, H) t
Preferred Shares Series 19. Additionally, if the Bank determines that, after, l' H) P- W, b$ E# t0 ^
conversion, there would be outstanding on such Series 18 Conversion Date
$ n" t4 c2 y# h* @less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
0 a; v4 t$ j) c3 F6 T- zSeries 18 will be converted into Preferred Shares Series 19.& ^. p" t3 x# o' B2 ]
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
8 x1 ` a( ]3 QSeries 18 will not be entitled as such to receive notice of, attend, or vote at,! [0 `( z4 e$ }4 \6 j
any meeting of the shareholders of the Bank unless and until the first time at7 U9 y$ G5 W- b
which the Board of Directors has not declared the whole dividend on the
M) z, G G2 `; J+ N# c; [Preferred Shares Series 18 in any quarter. In that event, subject as8 d% h% z# }* i( S
hereinafter provided, the holders of Preferred Shares Series 18 will be
% o3 | I W {9 C1 @, M+ g- C; nentitled to receive notice of, and to attend, meetings of shareholders at which4 q, K7 }. S5 F; _! {" e
directors of the Bank are to be elected and will be entitled to one vote for
9 _& T% K- P O3 `each Preferred Share Series 18 held. The voting rights of the holders of the* {8 s8 B, M. B
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of/ t$ W' d- J2 _% \
the first dividend on the Preferred Shares Series 18 to which the holders are
& I1 j* x( u g; U: @. C( fentitled thereunder subsequent to the time such voting rights first arose until
/ a$ w1 ~/ g5 c6 Vsuch time as the Bank may again fail to declare the whole dividend on the
; c% e: |6 G7 U1 |7 {3 D/ q; d, pPreferred Shares Series 18 in respect of any quarter, in which event such4 E3 Y- |# c* q1 ]- Y; z% l* A5 \
voting rights will become effective again and so on from time to time." U, B$ B8 p1 c i& R8 s. ]
Principal Characteristics of the Preferred Shares Series 19
& u" b% r, ?0 C& `, |8 aDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
$ j8 [; g9 E" P7 Pfloating rate non-cumulative preferential cash dividends, as and when
3 l" H1 g: C8 {' g8 c2 p6 U8 u" Ydeclared by the Board of Directors, subject to the provisions of the Bank Act,
0 ?. f( v" J6 V% C; o% j5 B# V5 vpayable quarterly on the 25th day of February, May, August and November
+ g* `; M( f- ~3 R( Nin each year, in the amount per share determined by multiplying the
8 V7 Q9 s2 f/ ^+ k" `: `0 f5 @applicable Quarterly Floating Dividend Rate by $25.00.
7 k& I( i+ C, X) d& f ROn the 30th day prior to the commencement of the initial quarterly dividend2 X& o: b+ `: Q) ?0 B3 r* G- l
period beginning on February 25, 2014, and on the 30th day prior to the first( X9 K; t! @( z
day of each subsequent quarterly dividend period (the initial quarterly9 F7 M' E8 S1 v4 {0 Y; r$ _, N
dividend period and each subsequent quarterly dividend period is referred to
& @4 ?7 t& x9 Q) sas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the) T7 O) S! S/ F# E
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
2 P* G3 n8 j9 v4 G$ ]Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
1 p, {- ?) l4 S# WT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days5 o; I3 i! c' x0 ^0 T
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
h& ~5 K% L* ] ?determined on the 30th day prior to the first day of the applicable Quarterly* O8 x; B' m! O- p7 f3 H- b
Floating Rate Period.* Y0 b D4 F9 P, Y& ?+ R* g1 d
S-5
# D1 z1 m/ R; B4 DIf the Board of Directors does not declare a dividend, or any part thereof, on* w* t4 u4 [! x
the Preferred Shares Series 19 on or before the dividend payment date for a+ w6 P2 R5 s9 p |, z( c* x. _
particular quarter, then the entitlement of the holders of the Preferred
& X/ ~; o j, F A2 x. ~Shares Series 19 to receive such dividend, or to any part thereof, for such' |, F5 d& |, u/ R1 S
quarter will be forever extinguished.( V8 N- ?' B0 ~/ a4 ~3 Y
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the8 w9 u7 C4 Z5 [" o5 ?0 Y. [
Superintendent and to the provisions described below under the heading& p3 e; \( I2 `" s" K8 y9 Y- G
‘‘Details of the Offering — Certain Provisions of the Preferred Shares7 K- F* j7 r5 e9 P
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
/ [3 T. h5 ]' z5 L6 z% }on not more than 60 nor less than 30 days’ notice, the Bank may redeem all8 f4 g- C$ d( ~; [3 q- c0 h5 V q
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
, V$ ^0 Y4 x/ H" G' n3 s; T$ Joption without the consent of the holder, by the payment of an amount in
! L5 r( U, l( @* ~0 o! ucash for each such share so redeemed of (i) $25.00 together with all declared
$ _9 a' X; r5 ~$ u: g; Uand unpaid dividends to the date fixed for redemption in the case of
& J* `" {6 o$ N& ~redemptions on February 25, 2019 and on February 25 every five years
- [9 T# A7 N/ _* L* |thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
+ ~5 v4 [$ k; p" O; }- j# Tthe date fixed for redemption in the case of redemptions on any other date3 o& ?. h- ~) f8 ?3 v, [
on or after February 25, 2014.+ a( h8 a& ~5 @: k
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic- @4 p6 t7 v0 r% ]3 x# z& T1 @7 M
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have$ z2 @$ J _# n; e
the right, at their option, to convert, on February 25, 2019 and on9 f: K1 D- s* ^$ T. ^2 C$ R2 P/ _4 Y
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
7 V1 @# O5 Z& \9 X+ N6 {' tor all of their Preferred Shares Series 19 into an equal number of Preferred
3 z+ }# z& x& e2 F! g1 b/ XShares Series 18 upon giving to the Bank written notice thereof not earlier5 g" i# Z ]( [( t9 C, p, W
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
' o% D$ Y) k1 f, @$ ^15th day preceding, a Series 19 Conversion Date.7 M2 @5 Z8 b5 ^) H6 _4 Z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
& w" a7 e4 {5 S5 ] u# _# ^Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
1 x# l) |# T6 [Series 18, as the case may be, that there would be outstanding on such
+ W- R& s2 V8 t/ Y, L( n- oSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
" G! K4 @) u4 L9 Bsuch remaining number of Preferred Shares Series 19 will automatically be) ^* @; n' ]3 E! m( q
converted on such Series 19 Conversion Date into an equal number of `1 k% x6 Q: Q3 h/ n% j
Preferred Shares Series 18. Additionally, if the Bank determines that, after
: P8 t! N% G- V' G, n* `$ R- Jconversion, there would be outstanding on such Series 19 Conversion Date7 n4 w" `- X$ H# y8 V9 C0 x$ Y
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares0 Y5 p, L U8 `8 {4 b& j6 o
Series 19 will be converted into Preferred Shares Series 18.
& f; F) ?2 \4 }6 V5 |3 F$ ~Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 F9 {- j+ A8 P) M/ Q5 Y4 y7 D
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
+ t+ B# H) j; t8 V( lany meeting of the shareholders of the Bank unless and until the first time at2 N' K6 w$ U9 @ F: J7 ?% ?
which the Board of Directors has not declared the whole dividend on the0 ~7 J7 i( g" @: x( j5 R4 ~
Preferred Shares Series 19 in any quarter. In that event, subject as$ i" q8 E; ? F! H* b
hereinafter provided, the holders of Preferred Shares Series 19 will be# B' |' o" c" {( k" M2 F6 H
entitled to receive notice of, and to attend, meetings of shareholders at which
; f) d+ ^& _* W) q1 q0 s) wdirectors of the Bank are to be elected and will be entitled to one vote for
+ B" o2 U& ]0 g+ W( D/ W! leach Preferred Share Series 19 held. The voting rights of the holders of the- `% b7 F d# a3 T, u! q! Q
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of" b1 Q" u8 Q. ?) a
the first dividend on the Preferred Shares Series 19 to which the holders are
8 C( l) q2 T6 o8 O& _, Yentitled thereunder subsequent to the time such voting rights first arose until
{$ Q( X8 S7 q. v' n2 P+ X8 O" {such time as the Bank may again fail to declare the whole dividend on the) b& q: N. L# Y6 z" w+ W
Preferred Shares Series 19 in respect of any quarter, in which event such0 j1 q) A# P, Y6 o2 K3 I
voting rights will become effective again and so on from time to time.9 p. _$ f' d- D7 i" m; E+ D. A! m
S-6( W( | l- l' @ L4 J
Priority: The preferred shares of each series of the Bank will rank on a parity with5 q, Y+ j' _1 }6 \" R) {) k( N2 S
every other series and are entitled to preference over the common shares of+ o5 u( ?3 Z5 Z2 Y y
the Bank and over any other shares of the Bank ranking junior to the9 w0 c4 H+ a/ B! m
preferred shares with respect to the payment of dividends and upon any$ h, m+ B1 B" q% r R
distribution of assets in the event of the liquidation, dissolution or: S9 O9 ]3 s$ {
winding-up of the Bank.
/ E+ e2 }* ]9 ` p9 DTax on Preferred Share The Bank will elect, in the manner and within the time provided under
( X9 G7 p$ h+ p" Z7 W h- {Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares+ C0 }: B: O _& B1 x6 V$ x7 N& u7 v
Series 18 and Preferred Shares Series 19 will not be required to pay tax on! B5 d8 k5 o, v% E( v
dividends received on such shares under Part IV.1 of such Act. |
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