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发表于 2008-11-29 16:58
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下面是BMO的:
( v3 ?! A* Z5 \+ l0 DSUMMARY OF THE OFFERING7 O, S7 W8 N7 P; y' H/ h
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’’.
1 v: n- H2 R1 Y: m: l! nIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.9 N: T$ A2 i# E/ q8 i
Amount: $150,000,000 (6,000,000 shares).% o& `, ?6 O6 D1 M6 T
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
9 A, Y* ]; \" t/ P8 I7 ?$ h9 zPrincipal Characteristics of the Preferred Shares Series 18$ ^( J6 e: i9 `& x, ]
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
- s# S# r& U" Qnon-cumulative preferential cash dividends, as and when declared by the$ v. {+ Y/ D0 b1 Y' m+ C: A( s+ c- S
Board of Directors, subject to the provisions of the Bank Act, for the initial) I% \: O4 u! ^! b: w% k
period commencing on the closing date and ending on and including9 v( q" V+ ], K! R4 l( Y6 C
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the+ M& ]; _4 E$ S" X+ A0 m- X
25th day of February, May, August and November in each year, at a rate# Q8 R! B/ T4 b: r
equal to $0.40625 per share. The initial dividend, if declared, will be payable
9 [3 T# V5 H D5 dMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing, c7 E2 d# ~8 p, ^' [: F8 `. G! {8 @
date of December 11, 2008.6 T' j$ w$ a2 ^7 Q2 A6 q8 i
For each five-year period after the Initial Fixed Rate Period (each, a- Z* c$ x% N% a p L
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
6 Q( m1 n4 u3 @% g6 v @. }, HSeries 18 will be entitled to receive fixed non-cumulative preferential cash
# g3 D; R1 |0 v4 G- k( x! b" Pdividends, as and when declared by the Board of Directors, subject to the" O/ J6 H$ q) w7 @& r6 @8 U/ J
provisions of the Bank Act, payable quarterly on the 25th day of February, N( c/ n) g) x: t; m( [
May, August and November in each year, in the amount per share per annum
6 O) M' W; ?& A, @determined by multiplying the Annual Fixed Dividend Rate applicable to
* i. E& Q% i. q5 L8 k5 nsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
, n: A) i. C) v' |% e4 eRate for the ensuing Subsequent Fixed Rate Period will be determined by the; j" W3 G0 e6 i, T N# b2 F2 S
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day0 F- ]/ ?0 n4 J7 |! l% l
of such Subsequent Fixed Rate Period and will be equal to the sum of the
7 {) ^% \& |+ J; KGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
1 b4 M! Z6 Z7 w: N3 Lplus 3.83%.
. v8 @ r8 |/ t }6 S: V, NIf the Board of Directors does not declare a dividend, or any part thereof, on
/ k _4 b8 j# ethe Preferred Shares Series 18 on or before the dividend payment date for a. w8 z$ T2 G# Y$ t& [. H2 ?: g
particular quarter, then the entitlement of the holders of the Preferred
) Z( j9 B: E5 A3 L) x8 ~; q+ lShares Series 18 to receive such dividend, or to any part thereof, for such# w. B0 R- @5 n, q& k$ ^4 Z
quarter will be forever extinguished. Q: H- j: I2 U0 |, [* A
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the" c% E% @& L/ Z5 I/ x, L$ \* y2 t
Superintendent and to the provisions described below under ‘‘Details of the! K- A2 K6 Q* ^" H
Offering — Certain Provisions of the Preferred Shares Series 18 as a
$ t) F- o) D, }7 f1 dSeries — Restrictions on Dividends and Retirement of Shares’’, on0 I" I d; T: @* S
February 25, 2014 and on February 25 every five years thereafter, on not
. ^' u( i8 M% Umore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
# K2 B! f- }6 K* M. L) b: x& Upart of the then outstanding Preferred Shares Series 18, at the Bank’s option
8 t. o% L2 |' s8 J+ S, v4 Twithout the consent of the holder, by the payment of an amount in cash for
% Z. m: E7 P: F2 N8 Seach such share so redeemed of $25.00 together with all declared and unpaid
, t/ u: b1 A3 j8 b: ~ h, T+ x& ndividends to the date fixed for redemption.) u, U/ E+ o6 I7 A! m
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic' v& b0 M. R$ ?
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have! X7 I* a" V* M% u
the right, at their option, to convert, on February 25, 2014 and on& q( m$ l3 V* j. K) q B
S-4
! w. c- w0 Z" e% g4 }; ~February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
: o3 h7 H+ d4 X/ a8 [or all of their Preferred Shares Series 18 into an equal number of Preferred
8 ?: n# ~& s1 |* [4 rShares Series 19 upon giving to the Bank notice thereof not earlier than
4 q6 l* M4 V% ?; a5 G7 |30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
' z8 B2 ]2 v. G" ]+ b: Fpreceding, a Series 18 Conversion Date.
; y$ K* k# {: y, o# }, T3 J1 U: ]Automatic Conversion If the Bank determines, after having taken into account all shares tendered
1 G$ t, y0 ^- K# m& nProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
! D1 r# f! t$ dSeries 19, as the case may be, that there would be outstanding on such8 I9 e! W9 h. u0 v. K: U
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,# ~- m7 _8 Z. j; c7 v( X
such remaining number of Preferred Shares Series 18 will automatically be" Y6 I- m: w' M, \. Q+ V0 p
converted on such Series 18 Conversion Date into an equal number of
- x+ T$ {/ L( U( E0 P. XPreferred Shares Series 19. Additionally, if the Bank determines that, after" z1 J! [9 T9 W2 ]: y, L
conversion, there would be outstanding on such Series 18 Conversion Date+ H9 F) _+ M+ e; I& b* h
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares* _: c; F* M. ?. `2 M
Series 18 will be converted into Preferred Shares Series 19.! l9 B" q7 G' n* Y6 P' V4 d
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares4 q& M# v0 D S! m/ s' H; `
Series 18 will not be entitled as such to receive notice of, attend, or vote at,# p' R/ a) f( B0 t1 W1 T
any meeting of the shareholders of the Bank unless and until the first time at" f* X* X- a% P8 \8 d
which the Board of Directors has not declared the whole dividend on the
6 ?: k: m+ A8 OPreferred Shares Series 18 in any quarter. In that event, subject as* v, V, o: h3 n6 M* _4 l
hereinafter provided, the holders of Preferred Shares Series 18 will be
& r! I, s' Z; G) bentitled to receive notice of, and to attend, meetings of shareholders at which
. V. P( a- B/ |8 _2 ldirectors of the Bank are to be elected and will be entitled to one vote for
0 D: L; ?2 o3 L0 i: @, r4 zeach Preferred Share Series 18 held. The voting rights of the holders of the
$ Y7 B7 c" x, e* X; A( d* `2 lPreferred Shares Series 18 will forthwith cease upon payment by the Bank of1 d- b: {- j/ p: Z$ H$ B, q
the first dividend on the Preferred Shares Series 18 to which the holders are
7 M5 r) ~. g6 b9 H5 nentitled thereunder subsequent to the time such voting rights first arose until- x/ f% v# p+ L$ _
such time as the Bank may again fail to declare the whole dividend on the
; a$ f q% s+ @9 cPreferred Shares Series 18 in respect of any quarter, in which event such0 Z( m) h2 K% q8 i( m
voting rights will become effective again and so on from time to time.; z( J7 Z8 J- L% z
Principal Characteristics of the Preferred Shares Series 19- q4 _0 m p/ m- }
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive% z2 s1 O9 D2 K% G
floating rate non-cumulative preferential cash dividends, as and when0 k1 a- e, T3 D, }& i
declared by the Board of Directors, subject to the provisions of the Bank Act,, Q) ?# a7 N* N) O( K9 e
payable quarterly on the 25th day of February, May, August and November, {0 P% _8 l9 J' M
in each year, in the amount per share determined by multiplying the
# L# J O% q! ~/ j: x0 d# x- @" @applicable Quarterly Floating Dividend Rate by $25.00.
9 W4 u" @7 W2 {7 l* \On the 30th day prior to the commencement of the initial quarterly dividend# ^8 e7 D! [6 P2 S9 w4 ?* S9 q" k
period beginning on February 25, 2014, and on the 30th day prior to the first
% b) _9 O' }. L: aday of each subsequent quarterly dividend period (the initial quarterly
. A9 q+ J5 i# R6 e8 u9 H: b4 ~dividend period and each subsequent quarterly dividend period is referred to$ d1 h. I$ j( N0 G- \
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
! X3 s$ e5 U0 x- X- p$ tQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate9 u: V. H! ^' I! w
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the9 ^ g {- @" X1 ^8 @
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
/ q* i( L' r8 Z! ?1 \1 gelapsed in the applicable Quarterly Floating Rate Period divided by 365)7 H' v7 c% ~& P5 T7 ?' ] v0 W
determined on the 30th day prior to the first day of the applicable Quarterly
" G4 g0 H/ G! p4 a+ w/ H; D; VFloating Rate Period.
# d; |! C$ F& v$ eS-5
! J7 |0 `7 I1 y: ^If the Board of Directors does not declare a dividend, or any part thereof, on
2 d1 R7 L3 a% Q$ y" y9 xthe Preferred Shares Series 19 on or before the dividend payment date for a
$ A& \) _; _, V3 W. y/ U! Fparticular quarter, then the entitlement of the holders of the Preferred
& g6 [# v. }: \' @! AShares Series 19 to receive such dividend, or to any part thereof, for such
5 P; m; @( o \0 C+ Z/ Aquarter will be forever extinguished.# v1 N9 ]+ N3 F; f) r( n1 m
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
3 B6 G4 \ S5 c0 O( S |Superintendent and to the provisions described below under the heading
; ]5 s* Q. |% n1 ~; s‘‘Details of the Offering — Certain Provisions of the Preferred Shares* m* }6 A4 v$ F; V0 K$ m
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,) `5 T. [% r; R2 E3 {. k" R
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
. T5 f" z- n( x6 H9 u1 sor any part of the then outstanding Preferred Shares Series 19, at the Bank’s1 ?9 v( @, Y0 B+ x+ j
option without the consent of the holder, by the payment of an amount in
$ L$ p' U- J( |' B) h- Ccash for each such share so redeemed of (i) $25.00 together with all declared
' Z. X8 b1 d9 c3 x9 [' Q/ w) }and unpaid dividends to the date fixed for redemption in the case of# }) q' M7 c- D. q
redemptions on February 25, 2019 and on February 25 every five years
5 J- P4 h; m- p7 Kthereafter, or (ii) $25.50 together with all declared and unpaid dividends to R; u" h/ k3 y6 G6 R" E1 ]0 {2 X
the date fixed for redemption in the case of redemptions on any other date& D2 t5 _: Z$ `/ ?3 V
on or after February 25, 2014.2 j+ [: O& V' o" k- a0 C" g. D
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic; n0 U- B5 m) D
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have8 j! p$ O/ R$ l9 d5 p$ ~( f6 t
the right, at their option, to convert, on February 25, 2019 and on0 ~9 _" R1 }" S* C6 |/ ?9 L7 k3 A
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any& C+ p0 ^$ N+ \- e$ x8 ?3 D, \
or all of their Preferred Shares Series 19 into an equal number of Preferred2 w1 `& z$ ]. M/ W
Shares Series 18 upon giving to the Bank written notice thereof not earlier
. K6 }2 H" N( W- b+ Vthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
" o) `* ~& J3 o15th day preceding, a Series 19 Conversion Date.
% h# C# X" C* @. pAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
! J2 Y q' [) w+ Q/ ]% m) c rProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
! \/ z+ N6 R' M2 P9 i& t6 X( SSeries 18, as the case may be, that there would be outstanding on such9 C2 V/ [& X- s6 [; P
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,; y+ s3 g! E5 N6 b% ]# I6 b+ C
such remaining number of Preferred Shares Series 19 will automatically be
/ P7 U# g. y5 a7 `. Oconverted on such Series 19 Conversion Date into an equal number of
+ u5 ^( O( ]6 D* |$ pPreferred Shares Series 18. Additionally, if the Bank determines that, after- b$ _8 k+ C* p, H1 [+ U9 S
conversion, there would be outstanding on such Series 19 Conversion Date8 A6 C- S' B/ ~. G
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares( L5 x) L5 Y9 M2 ^9 S- ], p
Series 19 will be converted into Preferred Shares Series 18.& B! b1 Y( M4 J* l. r' [" c
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
1 z' z0 k& d7 c8 @" q: ~5 KSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
% y/ {5 D# A0 [! _, Q9 Uany meeting of the shareholders of the Bank unless and until the first time at9 L; S8 D2 F' f4 W9 {; M- \
which the Board of Directors has not declared the whole dividend on the2 r! M' k" G- \8 Q9 n+ ~
Preferred Shares Series 19 in any quarter. In that event, subject as# [* O+ a8 y. B1 G
hereinafter provided, the holders of Preferred Shares Series 19 will be- h9 [# O5 F8 C* P7 M$ {" T
entitled to receive notice of, and to attend, meetings of shareholders at which
2 ], b/ h* @& qdirectors of the Bank are to be elected and will be entitled to one vote for
8 A+ t+ ]- M' q; i, ^each Preferred Share Series 19 held. The voting rights of the holders of the/ e m6 g7 m" s$ F% J
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of, L& g; {6 Q! g
the first dividend on the Preferred Shares Series 19 to which the holders are) u4 I& i$ g6 x9 x9 Z
entitled thereunder subsequent to the time such voting rights first arose until
" p7 q! x& S+ g$ E+ ]& d1 [5 c9 jsuch time as the Bank may again fail to declare the whole dividend on the# C% i. j2 g- ? k: Z! P! M
Preferred Shares Series 19 in respect of any quarter, in which event such/ q1 v0 m( f% t( i
voting rights will become effective again and so on from time to time.
8 `2 l) C/ `. \0 N: A- [$ Q3 IS-61 r' F' w7 l: i* C% ~ ]- w
Priority: The preferred shares of each series of the Bank will rank on a parity with; A F+ o/ c* Q; J" i7 }2 H0 k
every other series and are entitled to preference over the common shares of! g: j# H; p7 A* N8 G# {4 j/ A4 {
the Bank and over any other shares of the Bank ranking junior to the
/ j$ X# M t5 {6 a6 Epreferred shares with respect to the payment of dividends and upon any
- k/ D% u4 R) x* T! c8 _distribution of assets in the event of the liquidation, dissolution or+ a2 m4 i! G3 E
winding-up of the Bank.
3 \" T; H% j3 \& L% P# XTax on Preferred Share The Bank will elect, in the manner and within the time provided under
8 y. x2 `- h$ ]! F' Y8 HDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
' m3 W" S, |; B) d& L5 ?5 `Series 18 and Preferred Shares Series 19 will not be required to pay tax on
# G9 ~" j& F+ y1 xdividends received on such shares under Part IV.1 of such Act. |
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