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发表于 2008-11-29 16:58
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下面是BMO的:
* Y* W3 |" c. Z6 c+ dSUMMARY OF THE OFFERING
! W/ G9 u+ F/ `. r9 V2 ~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’’.$ Q- k( @! H$ m$ t) A' C
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.$ A, e! `- A5 h- x9 ~
Amount: $150,000,000 (6,000,000 shares).
" i' k8 G; F2 P4 ]0 ~# W; P5 dPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
1 L. Z5 w+ D% R: S+ YPrincipal Characteristics of the Preferred Shares Series 18
/ d7 }, q8 j! W) R- |- qDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed; r4 A, f& _4 o
non-cumulative preferential cash dividends, as and when declared by the, i4 I* b: R; m& }) `. a- r1 `
Board of Directors, subject to the provisions of the Bank Act, for the initial. ~& W; L1 C+ d+ [' \
period commencing on the closing date and ending on and including1 V/ r L; h& a
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
; H ?6 c+ z2 Q" W% v25th day of February, May, August and November in each year, at a rate
7 U" u! @* w6 J. s& Eequal to $0.40625 per share. The initial dividend, if declared, will be payable
1 y+ g4 m [; |& s ~8 TMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
1 H7 w. P( w7 S% x4 p" [: Hdate of December 11, 2008.4 }4 U0 T; \! ~% V, q1 e
For each five-year period after the Initial Fixed Rate Period (each, a
: c" i& Y( {7 N- h1 I5 J‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
# x2 P* G/ s' T3 E/ U9 uSeries 18 will be entitled to receive fixed non-cumulative preferential cash
* M0 Q F% J* C. a5 F+ [. n9 V$ qdividends, as and when declared by the Board of Directors, subject to the: m/ t4 @% {/ F! g1 ~2 E
provisions of the Bank Act, payable quarterly on the 25th day of February, V& j& M1 K0 A; S4 A: m
May, August and November in each year, in the amount per share per annum! c5 k$ E* N: N/ R0 Q
determined by multiplying the Annual Fixed Dividend Rate applicable to
: D* ^! F$ O8 K" x" qsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
8 }; |. ^2 B) j5 L( i8 }Rate for the ensuing Subsequent Fixed Rate Period will be determined by the7 q( g3 w1 P; G5 n% y7 E: G; S
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
' O* H. o! M4 x3 s# J' [/ Dof such Subsequent Fixed Rate Period and will be equal to the sum of the, ?6 R0 |3 c- g- U" w$ q' ^% _' }
Government of Canada Yield on the applicable Fixed Rate Calculation Date; R3 U# W, ~6 {( v/ ]* I
plus 3.83%.
& C% ], L7 K! \If the Board of Directors does not declare a dividend, or any part thereof, on
- d U! H5 U3 D* {6 Bthe Preferred Shares Series 18 on or before the dividend payment date for a, ?- ]& ^/ {4 S! `$ D
particular quarter, then the entitlement of the holders of the Preferred$ ]; U; U! G: A; F3 p+ K& C8 P
Shares Series 18 to receive such dividend, or to any part thereof, for such
- V! A8 }! o+ y. H8 kquarter will be forever extinguished.& H" v, C- T" j* j& \, T% d! d
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
8 S: \/ h0 G1 l. ]2 p' ySuperintendent and to the provisions described below under ‘‘Details of the
# ?, z. K! p- v% v- tOffering — Certain Provisions of the Preferred Shares Series 18 as a
4 b6 n0 ^4 T5 k USeries — Restrictions on Dividends and Retirement of Shares’’, on
6 Z, q6 b: c+ F! f* SFebruary 25, 2014 and on February 25 every five years thereafter, on not! ?: h' `5 m& ]# U$ x" A. |( U' C
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any1 g, M0 l+ S1 m# h; P
part of the then outstanding Preferred Shares Series 18, at the Bank’s option2 O% Y$ E7 n! K3 k% x, }
without the consent of the holder, by the payment of an amount in cash for
4 b( m+ _9 \2 n/ }% @each such share so redeemed of $25.00 together with all declared and unpaid" d4 _, b5 ]: U) v. A; y
dividends to the date fixed for redemption.
& ]; ]. ~% s$ r9 Z( c& ?5 J* TConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
+ j7 T$ E8 b R7 @, D6 HShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have8 H" p# M6 b8 h6 |6 Y
the right, at their option, to convert, on February 25, 2014 and on
. }3 i" c9 u8 X( R1 HS-46 Z/ R- v* C+ @7 K5 v% r: }
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
e6 L# N4 q5 A0 ~0 @or all of their Preferred Shares Series 18 into an equal number of Preferred ?, K; \( P2 A0 |1 T8 b' f
Shares Series 19 upon giving to the Bank notice thereof not earlier than
1 T$ k0 L y& h+ Q& I' V" ]. v30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
& Q2 _/ u! M& q, X/ j' o f* Vpreceding, a Series 18 Conversion Date.
7 W% E- {0 Z- G8 | Q; c4 k' pAutomatic Conversion If the Bank determines, after having taken into account all shares tendered4 u1 | F/ H1 G3 K
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares; v( i" v% c' {8 y# W H
Series 19, as the case may be, that there would be outstanding on such, O# Z! @. u' R" j/ c, F; h5 M( e5 ], v
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,2 l# L0 j/ q& x
such remaining number of Preferred Shares Series 18 will automatically be1 j s8 w9 |4 `5 {) ^/ K2 p
converted on such Series 18 Conversion Date into an equal number of
" R) k) U* B) f" c- oPreferred Shares Series 19. Additionally, if the Bank determines that, after' z6 b: Y3 i1 [/ D
conversion, there would be outstanding on such Series 18 Conversion Date
, |, ]* t, a6 H/ X! Q7 Lless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
- L% a; u. J. |" R9 ]2 O, l* V9 [Series 18 will be converted into Preferred Shares Series 19.
4 ?9 X- ^, }! C# r( I( uVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
% m" z+ ?- |% J' x* d% zSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
. D7 ~9 }& W$ d* q7 \( Aany meeting of the shareholders of the Bank unless and until the first time at. G. s5 i1 p5 a* G* V) L+ I
which the Board of Directors has not declared the whole dividend on the
# B& F! M' L5 O) t; U4 h0 ?$ uPreferred Shares Series 18 in any quarter. In that event, subject as( R' X' \- x; s( {/ k
hereinafter provided, the holders of Preferred Shares Series 18 will be
9 D1 l& U) B4 R( Yentitled to receive notice of, and to attend, meetings of shareholders at which
( V& ~' `1 v( k0 x: G1 wdirectors of the Bank are to be elected and will be entitled to one vote for
+ P$ L; ~* j2 ?' S+ m2 z7 ?- _each Preferred Share Series 18 held. The voting rights of the holders of the' I4 s3 T* N! m" n9 U" J
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of0 x/ t8 Y" w) P
the first dividend on the Preferred Shares Series 18 to which the holders are
. `' U3 J: _5 M: I: oentitled thereunder subsequent to the time such voting rights first arose until
7 `+ D9 \4 g7 Tsuch time as the Bank may again fail to declare the whole dividend on the
0 q0 M' s- E- v* z: V9 Z: NPreferred Shares Series 18 in respect of any quarter, in which event such& {( n2 J' t5 [
voting rights will become effective again and so on from time to time.3 R. {) v& i. W8 P! T6 X) x
Principal Characteristics of the Preferred Shares Series 19
) ~6 W1 o( d; _ Y8 E& fDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
9 ?" k( j$ u: S2 o) m( A$ {0 y5 Xfloating rate non-cumulative preferential cash dividends, as and when# D" z, @' L! [& n
declared by the Board of Directors, subject to the provisions of the Bank Act,/ s5 x1 P4 c6 ?3 L4 F
payable quarterly on the 25th day of February, May, August and November; M7 ^2 T; j% ^! p1 L
in each year, in the amount per share determined by multiplying the; j3 q# { D# I) j$ y; Y' j
applicable Quarterly Floating Dividend Rate by $25.00. \; g; q( o4 b1 e4 F
On the 30th day prior to the commencement of the initial quarterly dividend* Z, A6 b. u2 n) m5 r$ F+ i
period beginning on February 25, 2014, and on the 30th day prior to the first
3 O1 U0 q0 d' b# {7 X6 [day of each subsequent quarterly dividend period (the initial quarterly
6 m( C+ \! ]! c/ }! B" h$ ?dividend period and each subsequent quarterly dividend period is referred to
$ l4 @0 J9 |/ a/ R5 ?as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
7 G7 e- z0 \3 v& {& }8 `$ HQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate# C: V! I, @' U N
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
d4 A! u5 y t5 J( w9 }1 _T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days3 q+ g5 i+ s6 V; N9 z8 }+ D6 }
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
+ H: f& h; b5 Jdetermined on the 30th day prior to the first day of the applicable Quarterly
* L! e' z& h& a' UFloating Rate Period.
8 v% `4 w: ^5 M6 U. X* I/ w' gS-5
( ?6 q8 F. H; N' @4 K7 a, c: AIf the Board of Directors does not declare a dividend, or any part thereof, on
. K# C# ~1 k% u, k' |- J. Q) Pthe Preferred Shares Series 19 on or before the dividend payment date for a
2 I! ~: O" x/ w+ \! R n4 \+ O; J1 J* tparticular quarter, then the entitlement of the holders of the Preferred
! l X5 T: z; E# Z( W+ F8 BShares Series 19 to receive such dividend, or to any part thereof, for such
5 y0 f8 w: Q8 }- ]* H4 [; `: Uquarter will be forever extinguished.
, a/ N3 ~ i, c$ S5 P3 ^9 {6 y! m2 aRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
1 h* w2 ?- \ R: iSuperintendent and to the provisions described below under the heading
- ~+ I& o6 {$ {5 @+ ?! u‘‘Details of the Offering — Certain Provisions of the Preferred Shares
6 {4 R; @: b! s& q+ L4 ^$ e9 b3 Y9 nSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,+ A# O' o) Z0 A# C0 Y) g( \
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all U" m4 D9 h+ ]+ L- k/ |
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s1 m5 G) W$ T- c4 [( B( {
option without the consent of the holder, by the payment of an amount in# G h# X6 v; s% C" c0 D) k
cash for each such share so redeemed of (i) $25.00 together with all declared
: j: K: x. }: g5 Z land unpaid dividends to the date fixed for redemption in the case of
8 E* B, i# }& X5 D8 E) W2 \redemptions on February 25, 2019 and on February 25 every five years& b7 ]6 Z a4 ]5 F" E
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
' q5 d9 e3 X4 w; S0 gthe date fixed for redemption in the case of redemptions on any other date5 W* z3 _2 _+ U3 O
on or after February 25, 2014.
1 T% A1 ^; j$ `1 ? eConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
2 m! U5 d+ x% _) jShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have. Q4 L, z( H& b5 m
the right, at their option, to convert, on February 25, 2019 and on7 E) \+ f+ V2 H
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
2 k; ^; L7 l4 w0 sor all of their Preferred Shares Series 19 into an equal number of Preferred
3 ]+ v) J" a7 O4 iShares Series 18 upon giving to the Bank written notice thereof not earlier
, x" M% J$ x' g: C$ Gthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
" {6 J# \) C4 D9 f6 C15th day preceding, a Series 19 Conversion Date.
( a8 a" `% R/ s3 ~! pAutomatic Conversion If the Bank determines, after having taken into account all shares tendered0 Z5 L0 T) l) X" l5 M
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares- x. T( W9 ~' j+ e% {0 J
Series 18, as the case may be, that there would be outstanding on such5 }; ~) q: c: H0 ]8 F4 {4 m
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,* r# o4 t. _) M2 |) L
such remaining number of Preferred Shares Series 19 will automatically be1 a5 f3 N. S6 ^# D& c- m
converted on such Series 19 Conversion Date into an equal number of
% N( v& }( r. a* G9 JPreferred Shares Series 18. Additionally, if the Bank determines that, after
& h5 a* E0 j8 S( a7 v; T; e, dconversion, there would be outstanding on such Series 19 Conversion Date
3 {! c, l5 w6 lless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares2 }4 @; v2 e9 ~( l4 q; j+ x
Series 19 will be converted into Preferred Shares Series 18.7 z% A$ {4 W j8 A" A7 x& \5 `) a
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# g0 ^4 i3 x0 H% ISeries 19 will not be entitled as such to receive notice of, attend, or vote at,$ I! G) x8 h; ?0 m5 x1 @
any meeting of the shareholders of the Bank unless and until the first time at9 p4 f3 z9 L6 J8 D+ J
which the Board of Directors has not declared the whole dividend on the
( ]# x2 G0 W8 d3 [; {Preferred Shares Series 19 in any quarter. In that event, subject as
: i" R- k+ v8 o8 s% b$ h+ lhereinafter provided, the holders of Preferred Shares Series 19 will be
c4 r0 `* z7 n2 p( c* zentitled to receive notice of, and to attend, meetings of shareholders at which
& K, f8 r) m. j$ f. Ndirectors of the Bank are to be elected and will be entitled to one vote for
) i# t7 s, q( ~( |each Preferred Share Series 19 held. The voting rights of the holders of the
! ?' |, L' B4 L7 q" P9 J+ x+ EPreferred Shares Series 19 will forthwith cease upon payment by the Bank of. q+ d$ J" ~8 W6 G: U, }5 d1 ^0 Q
the first dividend on the Preferred Shares Series 19 to which the holders are* c# h0 a8 O% j8 |+ Z
entitled thereunder subsequent to the time such voting rights first arose until7 s0 G. M5 a% h2 h" E" t4 R# m; _5 Z
such time as the Bank may again fail to declare the whole dividend on the% M! p3 A. R/ W
Preferred Shares Series 19 in respect of any quarter, in which event such: l& z; x( m% [% m' u8 d$ L
voting rights will become effective again and so on from time to time.- c2 ^! F% z* B
S-6
R; [2 ]2 s% ^( o( |2 W, T0 E4 fPriority: The preferred shares of each series of the Bank will rank on a parity with, [- m) s3 O$ @ l" V4 p8 n
every other series and are entitled to preference over the common shares of
! F0 F1 z/ x Bthe Bank and over any other shares of the Bank ranking junior to the
7 f8 G' w9 P0 S9 Gpreferred shares with respect to the payment of dividends and upon any
4 _. ] Z, Q" {9 |* X! i, V# Adistribution of assets in the event of the liquidation, dissolution or! I+ p s( o, ]6 @
winding-up of the Bank.
' S3 t( G# P) ]$ C' J/ TTax on Preferred Share The Bank will elect, in the manner and within the time provided under
: O" ?% h G" y& i) s: c, LDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
# |; n1 J8 K. V8 x+ }% VSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
p+ `" J M1 [" r' Jdividends received on such shares under Part IV.1 of such Act. |
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