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发表于 2008-11-29 16:58
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下面是BMO的:
2 n# i3 F" |9 [# H9 KSUMMARY OF THE OFFERING. d" z' n. o: T7 o
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’’.9 q* ?% E" Y) U- ]* f; s
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
* [; s# V8 u( z4 L! uAmount: $150,000,000 (6,000,000 shares).
4 D6 g. ]0 |2 w8 D; a# XPrice and Yield: $25.00 per share to yield initially 6.50% per annum.( p$ ~5 V; I! Z# w& Z8 j7 r, ]
Principal Characteristics of the Preferred Shares Series 18! w& a' Q6 c% V) I
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed% Z/ ~$ f3 j3 c4 j3 [+ v1 H
non-cumulative preferential cash dividends, as and when declared by the
! h! M: t' v: f2 x9 b, G9 H* B4 ?Board of Directors, subject to the provisions of the Bank Act, for the initial" I6 j/ ]7 z- U! a1 l3 P
period commencing on the closing date and ending on and including3 g( Q- u+ h, V0 B8 D, z
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the- ^- t# T9 f% A3 I t; ?
25th day of February, May, August and November in each year, at a rate
. k1 b. d3 g1 Y3 Gequal to $0.40625 per share. The initial dividend, if declared, will be payable4 l4 r. H$ o6 Z+ \& j
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing, g5 E. w! y# W e
date of December 11, 2008.4 d1 O- q& t% a' F* ^& ?
For each five-year period after the Initial Fixed Rate Period (each, a A% Z4 c+ D) p) y8 P, f
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
/ ^: n9 e1 @5 c& K8 _$ k- qSeries 18 will be entitled to receive fixed non-cumulative preferential cash
- v% V, S# p' ]9 X% }2 k! sdividends, as and when declared by the Board of Directors, subject to the9 R+ u, z$ b" p: m6 Q4 z
provisions of the Bank Act, payable quarterly on the 25th day of February,
( `3 R- c0 V5 ~. l0 X! |, c! S& ^May, August and November in each year, in the amount per share per annum; _; Q/ |6 g( o, u
determined by multiplying the Annual Fixed Dividend Rate applicable to7 a( ?/ f) ~: g0 t3 }2 t
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
& ]* ?! `& K7 X2 e2 |Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
. n6 ~3 y$ I4 L7 w& ]Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
8 Y3 l5 m* M% S1 O) }of such Subsequent Fixed Rate Period and will be equal to the sum of the4 p+ a1 c/ B* ~, F+ Q. d8 I
Government of Canada Yield on the applicable Fixed Rate Calculation Date
7 _* S8 u7 |3 P! @* o, r: z2 ~plus 3.83%.4 y2 E8 L9 V! B5 b) ^8 C" f
If the Board of Directors does not declare a dividend, or any part thereof, on
% ?& k6 F' k4 V) f9 V1 k8 lthe Preferred Shares Series 18 on or before the dividend payment date for a
; j0 P' L4 ~% Pparticular quarter, then the entitlement of the holders of the Preferred* ], C2 v; m% H! |' P2 i! k
Shares Series 18 to receive such dividend, or to any part thereof, for such
/ i. @5 k, n+ l1 N2 zquarter will be forever extinguished.( M K, ~$ p6 w" S) ]* @
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
: [# x7 `5 p+ o; a* tSuperintendent and to the provisions described below under ‘‘Details of the# K# B6 ?6 H$ ~& _
Offering — Certain Provisions of the Preferred Shares Series 18 as a
2 c& Y1 o/ x2 w6 ], rSeries — Restrictions on Dividends and Retirement of Shares’’, on
" q& w1 W5 a; I: k2 ?* fFebruary 25, 2014 and on February 25 every five years thereafter, on not5 m6 w0 c4 m) _$ P( Y5 M
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
* o. }! V% s6 `part of the then outstanding Preferred Shares Series 18, at the Bank’s option
+ i* }% V2 [; O3 ^6 c6 gwithout the consent of the holder, by the payment of an amount in cash for
9 H( [1 D6 p8 ~1 W' {9 W8 Jeach such share so redeemed of $25.00 together with all declared and unpaid
$ j Y( s }+ d( d0 s' z, d+ G& fdividends to the date fixed for redemption.
4 ?) J3 A4 u' `7 c7 i8 |Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
! z" G# j- b6 b6 [Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have; a+ k. R6 Z& C5 A( D1 S
the right, at their option, to convert, on February 25, 2014 and on/ I( A( h9 P3 Y: O/ r8 S
S-4$ ?4 p* `% w' Y8 b# C+ N6 i
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any8 p. l' L! f/ l- I7 f
or all of their Preferred Shares Series 18 into an equal number of Preferred0 b+ c; S. I! b# q- H" k9 ]
Shares Series 19 upon giving to the Bank notice thereof not earlier than3 k3 X% x( _* e& p' s
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
3 r3 t2 c6 y: ]% [* Dpreceding, a Series 18 Conversion Date.
5 b: u! m( @/ m! z( H: I3 z# oAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
) q8 }3 Y. u* j6 ^; lProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
! Y& }0 t! W! Q% Q5 \Series 19, as the case may be, that there would be outstanding on such
- i" R' M: @7 C7 N1 S: ISeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18," `$ G. X% {( H8 F& B: r; q
such remaining number of Preferred Shares Series 18 will automatically be
$ a7 [" w1 e8 F( H* Fconverted on such Series 18 Conversion Date into an equal number of
/ k' f, C5 t. @+ ]7 ~0 ePreferred Shares Series 19. Additionally, if the Bank determines that, after/ @9 t. H0 z4 q1 S9 o% G- @# n
conversion, there would be outstanding on such Series 18 Conversion Date
- B3 k/ j& [8 P$ \less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares3 x4 @. g* _% S+ X% ^; ^! l8 k
Series 18 will be converted into Preferred Shares Series 19.+ P0 h f# k4 R3 J) Z/ r; q
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares, ?( S* E/ ]4 I; A: o
Series 18 will not be entitled as such to receive notice of, attend, or vote at,6 ~% N: U9 Z/ @, Q& N
any meeting of the shareholders of the Bank unless and until the first time at
9 }* ]! Z B) C/ A2 bwhich the Board of Directors has not declared the whole dividend on the
4 n8 C- x/ @" ^) kPreferred Shares Series 18 in any quarter. In that event, subject as
" G7 E( s/ p" U; M' M0 @/ ^* a7 Lhereinafter provided, the holders of Preferred Shares Series 18 will be
- _ w7 e7 R! d, z5 |/ @5 Sentitled to receive notice of, and to attend, meetings of shareholders at which6 M m0 A9 T# y+ G& Q N* U, G* C
directors of the Bank are to be elected and will be entitled to one vote for
/ `( B* q: |2 t3 l yeach Preferred Share Series 18 held. The voting rights of the holders of the8 J$ O/ z; B# s* d& h
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of+ G+ l! l4 b6 [% W; Z0 K6 t9 ^
the first dividend on the Preferred Shares Series 18 to which the holders are
# q( k, ^7 M9 {8 ?% q# j% ~3 Tentitled thereunder subsequent to the time such voting rights first arose until
. z% _$ R& Q4 J# X$ z4 w4 y4 Msuch time as the Bank may again fail to declare the whole dividend on the
7 l: Q1 _( j. i) kPreferred Shares Series 18 in respect of any quarter, in which event such- ?6 N1 c8 A) R" }3 _
voting rights will become effective again and so on from time to time.
, v6 d: Q: I" n( APrincipal Characteristics of the Preferred Shares Series 19
$ I: y! D. x* N* l1 XDividends: The holders of the Preferred Shares Series 19 will be entitled to receive g5 P* W' u8 E1 T _+ i
floating rate non-cumulative preferential cash dividends, as and when
) U0 ^- J! G3 pdeclared by the Board of Directors, subject to the provisions of the Bank Act,( P; Z3 P- ]; G
payable quarterly on the 25th day of February, May, August and November3 _- k c8 Q, p" E$ n
in each year, in the amount per share determined by multiplying the) |5 y7 n$ Y) J- `7 H6 d5 F
applicable Quarterly Floating Dividend Rate by $25.00.
! i. ^4 [. K. {/ P9 J' ?3 @On the 30th day prior to the commencement of the initial quarterly dividend
" k( O T8 c: ^: qperiod beginning on February 25, 2014, and on the 30th day prior to the first; }: ~* }" c/ |" l5 C+ P" [
day of each subsequent quarterly dividend period (the initial quarterly* F t$ }: e0 J, k7 S, i
dividend period and each subsequent quarterly dividend period is referred to0 N& V% v7 U& F( R) ~
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
/ L3 e4 Z! Z; ]! L! f; \1 UQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
( U @: O! {2 X5 L4 U" I% V( h6 SPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the2 P% h4 A* n7 g4 } j w
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
% F3 w1 Q4 X5 X* F. ], _elapsed in the applicable Quarterly Floating Rate Period divided by 365)
1 `. y t- O+ H$ ~6 |# jdetermined on the 30th day prior to the first day of the applicable Quarterly# E. B* S/ p8 o
Floating Rate Period.
7 i! Y% t* @8 |; \7 S% L: E. ?S-50 ^* c2 f5 a/ J
If the Board of Directors does not declare a dividend, or any part thereof, on
: g5 H* z2 n/ M8 P6 q3 i( \0 Ythe Preferred Shares Series 19 on or before the dividend payment date for a
9 f7 F2 f7 V! z; S2 S$ D6 }particular quarter, then the entitlement of the holders of the Preferred% ?" ?8 o' N4 l& D* t* P
Shares Series 19 to receive such dividend, or to any part thereof, for such4 J1 D. J8 ?# s& Y
quarter will be forever extinguished.
: h& L8 N+ e0 {- R& e$ Q7 fRedemption: Subject to the provisions of the Bank Act and to the prior consent of the7 r8 a$ @% C" l: N# ]
Superintendent and to the provisions described below under the heading
. U6 x/ l' ? k7 Q. s1 x‘‘Details of the Offering — Certain Provisions of the Preferred Shares
4 t0 @- c3 C* W( [2 w3 w% Y9 pSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,3 X# ], A* L4 W; d7 R
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all6 F5 z) v" p3 M. A
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
( R; ?( c/ w+ @2 Z) goption without the consent of the holder, by the payment of an amount in
0 Q4 }/ S4 }9 M# Wcash for each such share so redeemed of (i) $25.00 together with all declared/ @8 {! e9 A/ Y5 v% i6 N2 Y8 }
and unpaid dividends to the date fixed for redemption in the case of
. S5 E( o! ?. j; h- R$ Wredemptions on February 25, 2019 and on February 25 every five years8 D5 Q0 A; H; ^7 D- y2 e
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
' S6 C. \3 y5 K- j! wthe date fixed for redemption in the case of redemptions on any other date
4 A/ K9 B" @; J Q% J8 Y$ [on or after February 25, 2014.$ T) @( C; T7 E
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic: K p* c) i, H6 R% ]
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
0 n4 R+ @ p0 X7 O% J0 Q8 X& ithe right, at their option, to convert, on February 25, 2019 and on5 I$ u- E* a) Z* ?6 l1 Q( J
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
" r1 C) i7 k( u3 }or all of their Preferred Shares Series 19 into an equal number of Preferred
; @8 ^, n& b) y, Z' @Shares Series 18 upon giving to the Bank written notice thereof not earlier: s) T4 [9 Q( | t8 ~
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
$ s0 g' u- r- I1 ^# N) ?15th day preceding, a Series 19 Conversion Date.
9 l: Y% f9 H5 X" H2 gAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
) \. k% B) F3 u- `0 E. LProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares6 u/ S8 k8 g" C8 e z
Series 18, as the case may be, that there would be outstanding on such" d( m2 H- s; q) b1 Q: _7 ^% m
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,5 s& V! L1 U ]( d& j
such remaining number of Preferred Shares Series 19 will automatically be
) ?: d; L& P5 R }converted on such Series 19 Conversion Date into an equal number of
9 g0 z9 |* {" p6 A/ f& cPreferred Shares Series 18. Additionally, if the Bank determines that, after
# k0 I. B) V3 cconversion, there would be outstanding on such Series 19 Conversion Date
, ]6 ^" _$ H% zless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares" W0 S2 S+ H7 h1 k0 ^* l
Series 19 will be converted into Preferred Shares Series 18.
' |- I0 n: r! x0 M0 R' OVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( f/ X# ?& W& A9 ?
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
( G4 Y) d {" y7 Iany meeting of the shareholders of the Bank unless and until the first time at
& d4 v3 f5 U) z, c$ u8 Cwhich the Board of Directors has not declared the whole dividend on the, z/ m: ~2 N: Z- c# R5 r2 U
Preferred Shares Series 19 in any quarter. In that event, subject as" N) P6 q0 `9 c0 F/ {
hereinafter provided, the holders of Preferred Shares Series 19 will be+ q) b2 D# \; G& b$ S
entitled to receive notice of, and to attend, meetings of shareholders at which
! W# G- N# [7 M7 g* e$ t& tdirectors of the Bank are to be elected and will be entitled to one vote for
0 ^- y7 y' w. [# O) o ueach Preferred Share Series 19 held. The voting rights of the holders of the+ V( U: N7 {0 `# v6 v9 N: p
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
! t# \ G) s o# M: }the first dividend on the Preferred Shares Series 19 to which the holders are
7 q0 g% t, ~/ h( p7 d9 Kentitled thereunder subsequent to the time such voting rights first arose until
p* R# W0 t, @4 esuch time as the Bank may again fail to declare the whole dividend on the- g7 G# }2 N: M
Preferred Shares Series 19 in respect of any quarter, in which event such
0 X l- ] @8 o9 i' i* vvoting rights will become effective again and so on from time to time.2 c& j) x; H5 S+ |
S-6: H: D0 u: d+ L, m) x/ H3 m
Priority: The preferred shares of each series of the Bank will rank on a parity with
2 D- B. Y* X; C& R6 hevery other series and are entitled to preference over the common shares of" V \/ y2 ~/ y3 K& y- v" \
the Bank and over any other shares of the Bank ranking junior to the
; `3 K5 q* L7 P# y1 n) mpreferred shares with respect to the payment of dividends and upon any
& h; l5 J4 D; h. t# ?( @! Udistribution of assets in the event of the liquidation, dissolution or
8 b b6 J! Q8 fwinding-up of the Bank.
6 f! f, P+ x! a& a. iTax on Preferred Share The Bank will elect, in the manner and within the time provided under
0 Z2 d) U7 _/ `3 m6 p- fDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares' R' o. M6 X: G$ N2 K; ?
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
3 L7 k3 e. ?4 N0 ddividends received on such shares under Part IV.1 of such Act. |
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