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发表于 2008-11-29 16:58
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下面是BMO的:
9 y. W7 _: w3 \SUMMARY OF THE OFFERING
) L- Y& s' A M6 x$ ]: M eThis 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’’.
. r" y+ X. n, ]. ?6 Q# ~/ dIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.8 Z( B2 `$ C8 M
Amount: $150,000,000 (6,000,000 shares).4 Z" C# o: e, L3 M; ^
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
9 C2 K D2 P/ z& R/ I# qPrincipal Characteristics of the Preferred Shares Series 18, f3 C* u( V( E" V+ c+ a9 W) T1 V
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
+ G2 q, e1 b# V" o$ Ynon-cumulative preferential cash dividends, as and when declared by the- z, T& J( B s; H# E7 I
Board of Directors, subject to the provisions of the Bank Act, for the initial
* I0 a0 r8 L5 X1 o1 f# Zperiod commencing on the closing date and ending on and including
P, d* R5 |& ~February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the" a: b4 }; r: f, _3 v# @9 M A9 K
25th day of February, May, August and November in each year, at a rate
/ J& Z4 Z) R4 Q7 jequal to $0.40625 per share. The initial dividend, if declared, will be payable) F5 ~' f9 ~; Y6 D5 W4 Y$ d0 V
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
, d3 T" X y9 G/ Mdate of December 11, 2008.* l9 ]+ l; F, g7 b% a5 M8 P" J
For each five-year period after the Initial Fixed Rate Period (each, a
( C8 o D8 ?' x) T% |- F0 q‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares x N) h" g2 c. y7 Z2 B. x$ y1 B+ @
Series 18 will be entitled to receive fixed non-cumulative preferential cash
4 G$ v0 d: p) ~, y9 b1 \dividends, as and when declared by the Board of Directors, subject to the
/ {* ~1 Q; X4 ]9 \8 j$ ^' B, eprovisions of the Bank Act, payable quarterly on the 25th day of February,. j5 c& O/ ^8 d2 f9 K) z9 b
May, August and November in each year, in the amount per share per annum
; X% k7 r3 u1 N0 R1 q$ X$ L" C, V5 P2 adetermined by multiplying the Annual Fixed Dividend Rate applicable to" I3 h9 M3 p b6 T2 c
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
0 C. c* |( I2 m( Z0 hRate for the ensuing Subsequent Fixed Rate Period will be determined by the T, y9 a1 S0 X. M$ J
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day4 M/ ?1 k- f9 e% c! q
of such Subsequent Fixed Rate Period and will be equal to the sum of the
- [3 e/ \7 Z9 }4 LGovernment of Canada Yield on the applicable Fixed Rate Calculation Date; l6 B( e0 n& c
plus 3.83%.
& d) P4 D7 ^/ D e/ dIf the Board of Directors does not declare a dividend, or any part thereof, on% k: _% z; c* E/ I
the Preferred Shares Series 18 on or before the dividend payment date for a( \% n" r5 B, A$ b/ V
particular quarter, then the entitlement of the holders of the Preferred3 ^/ E5 W6 g7 E1 C
Shares Series 18 to receive such dividend, or to any part thereof, for such
6 z3 s9 L: j* h4 g3 b) tquarter will be forever extinguished.
2 x. ~9 Q# m) Y JRedemption: Subject to the provisions of the Bank Act and to the prior consent of the5 P) K" w, i) I, ^1 A3 t
Superintendent and to the provisions described below under ‘‘Details of the
1 a4 ~) f/ j( o6 YOffering — Certain Provisions of the Preferred Shares Series 18 as a
' b# d9 r4 H- J" q+ J7 Z- pSeries — Restrictions on Dividends and Retirement of Shares’’, on
$ m( P3 q. f& s/ E2 B6 [) N& v# HFebruary 25, 2014 and on February 25 every five years thereafter, on not
& p. K- P! z( f& {0 d+ y* C) Bmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
& ]1 V" h- M% l/ a+ @part of the then outstanding Preferred Shares Series 18, at the Bank’s option
9 t v/ Q' W6 h: }# rwithout the consent of the holder, by the payment of an amount in cash for( `9 q' }( P" i" B$ A4 R2 ~( q
each such share so redeemed of $25.00 together with all declared and unpaid6 U* Y% z9 B- ^1 K- h' z
dividends to the date fixed for redemption.
5 }. _& N+ I& ?3 eConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
, F# g4 Z" W! P, P* Q" dShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
$ n- I m7 S$ U$ Bthe right, at their option, to convert, on February 25, 2014 and on9 R# _1 C8 g, I0 O( V+ a2 @
S-43 l i" g9 ~: t$ ~. r
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any' d7 m6 _( y B2 f! h- o" y/ g
or all of their Preferred Shares Series 18 into an equal number of Preferred
; V, r0 S" Z6 b4 |Shares Series 19 upon giving to the Bank notice thereof not earlier than
/ b. a: d$ C; p, g7 A6 \30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
4 S' c7 L; Z8 B6 ^ O: Hpreceding, a Series 18 Conversion Date.& e- _' F! d W9 }6 O7 M1 D1 G
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
" I7 e, i6 l4 e0 S- v! N' aProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
% x& D5 v/ d' x( j) {- R' q) NSeries 19, as the case may be, that there would be outstanding on such; h, E4 s; O! }' G
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
& e! u `: J& w- {7 Vsuch remaining number of Preferred Shares Series 18 will automatically be4 ~% d: i# X9 D. d' _* G7 X, S
converted on such Series 18 Conversion Date into an equal number of* k0 V7 V8 w b2 N4 v8 C. C
Preferred Shares Series 19. Additionally, if the Bank determines that, after4 d; `& ~3 N: k" `0 }( g* o- D; }/ @
conversion, there would be outstanding on such Series 18 Conversion Date- s) n# W9 P- H, O& g
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
0 }' z1 U* D0 ~- e0 }Series 18 will be converted into Preferred Shares Series 19.
& J; \2 h5 x" DVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares9 f: H+ c7 \7 A9 _" c
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
' a1 O: P2 q( |7 Zany meeting of the shareholders of the Bank unless and until the first time at2 y7 s x; i6 ?* K0 t) p/ D: c7 y; i; U
which the Board of Directors has not declared the whole dividend on the
5 g+ p! K$ x6 l, @Preferred Shares Series 18 in any quarter. In that event, subject as- V5 i8 X2 q2 X5 ?! N9 Q
hereinafter provided, the holders of Preferred Shares Series 18 will be
1 R7 B! q: N' v9 ientitled to receive notice of, and to attend, meetings of shareholders at which7 r. K+ F ] I3 k+ @: s
directors of the Bank are to be elected and will be entitled to one vote for' H0 A! B- R9 W r: W
each Preferred Share Series 18 held. The voting rights of the holders of the; B7 T8 Z: ~5 Y8 w6 M5 P6 ]$ b4 m
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
/ m1 q( w7 ]( rthe first dividend on the Preferred Shares Series 18 to which the holders are
7 s& s( f) I. hentitled thereunder subsequent to the time such voting rights first arose until' l8 O+ c: X& c
such time as the Bank may again fail to declare the whole dividend on the
4 D/ x, J' q. T. F/ YPreferred Shares Series 18 in respect of any quarter, in which event such
7 R1 }( z! @0 C0 k" Y% E7 |voting rights will become effective again and so on from time to time.
. y. v9 L5 O0 n1 P- @Principal Characteristics of the Preferred Shares Series 19" C2 f; L* k1 _' M2 w
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
! Z, ?# Z: l. h F4 Cfloating rate non-cumulative preferential cash dividends, as and when# Y* t; p. v+ s1 O6 h
declared by the Board of Directors, subject to the provisions of the Bank Act,
) o/ q3 d" M! b' J- [2 [7 o, x* Dpayable quarterly on the 25th day of February, May, August and November
- ^$ H% k2 w; uin each year, in the amount per share determined by multiplying the! Z) B5 L7 \' b. }
applicable Quarterly Floating Dividend Rate by $25.00.
* G5 k$ M H" g7 `: wOn the 30th day prior to the commencement of the initial quarterly dividend
% P5 {% X, Y4 k6 y: h% Aperiod beginning on February 25, 2014, and on the 30th day prior to the first
9 C' [/ A5 u! U) d8 R/ Gday of each subsequent quarterly dividend period (the initial quarterly# e, p+ F, n3 @, f4 p- J- e' c2 Q
dividend period and each subsequent quarterly dividend period is referred to
3 ~/ b/ ^/ w. w' }, o8 Z8 q, N1 |as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
7 A9 V) t' d! } WQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate8 B- C: X+ K Z
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the0 T# t% Z# V3 ]- _" J
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days/ M& F8 l% ?8 \/ {! {
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
# D$ \7 E7 X ]2 s1 o' Xdetermined on the 30th day prior to the first day of the applicable Quarterly& T, c2 Y7 N( n8 ~* z
Floating Rate Period.
; {4 A0 f& C4 w2 H: JS-5* M4 A G: d/ [& i
If the Board of Directors does not declare a dividend, or any part thereof, on
$ i. Q/ n+ r& ithe Preferred Shares Series 19 on or before the dividend payment date for a
' ]' h; [1 i' Uparticular quarter, then the entitlement of the holders of the Preferred+ c) \! w/ l5 T" |) v% z1 l+ T
Shares Series 19 to receive such dividend, or to any part thereof, for such
3 k4 z! A* c; A& zquarter will be forever extinguished." _7 K5 u$ \% v. H
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
, L* Y: |5 p) uSuperintendent and to the provisions described below under the heading$ ]8 F2 R9 [+ W- R1 C. b
‘‘Details of the Offering — Certain Provisions of the Preferred Shares2 T) q: T1 F$ Y+ T7 ^
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,' h8 ~ H" G" P! ]" I, w* Z+ ]
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
" N& r" h" n* d: ]0 E/ n: _or any part of the then outstanding Preferred Shares Series 19, at the Bank’s; T; ^. c% w, O2 _4 S2 a: E& E- B& I
option without the consent of the holder, by the payment of an amount in
6 A, I2 F3 L1 a( h! ocash for each such share so redeemed of (i) $25.00 together with all declared
' U( _4 h) Q; _* [) qand unpaid dividends to the date fixed for redemption in the case of
* i* I$ S+ s" y8 y9 \redemptions on February 25, 2019 and on February 25 every five years
9 o" v. q) l5 M4 o8 Q6 q) Uthereafter, or (ii) $25.50 together with all declared and unpaid dividends to- V! R9 C- l7 {. ?% S w/ h
the date fixed for redemption in the case of redemptions on any other date, H5 k& m8 X3 O: ?, N7 D
on or after February 25, 2014.- i) e% ?/ r* r
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
& J* A x- g/ W0 T- j r; KShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have: |! q# g# h0 O9 W8 I, E' _: p$ K
the right, at their option, to convert, on February 25, 2019 and on
* W: a4 I0 W1 ?* W, ~February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
5 `6 j' [* m) p+ ^3 W' H; ^* ]or all of their Preferred Shares Series 19 into an equal number of Preferred3 v3 p( H- V! c5 B
Shares Series 18 upon giving to the Bank written notice thereof not earlier
3 I" U/ A5 e! c2 k Q3 Gthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
; _. a8 @" k* I! T15th day preceding, a Series 19 Conversion Date.$ F* y7 s1 Z* m( I8 Y
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
2 s; J7 B1 ^' F% [& A: z2 zProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
5 H3 `7 |6 I; s1 I3 r A# U/ YSeries 18, as the case may be, that there would be outstanding on such
% e8 d+ i; l2 Z, M& ]" R/ _Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,% i9 {5 f! }7 T5 q# M
such remaining number of Preferred Shares Series 19 will automatically be
% y T Z: E. q; D8 d/ Aconverted on such Series 19 Conversion Date into an equal number of
n- \( u9 y" p3 [Preferred Shares Series 18. Additionally, if the Bank determines that, after% l5 C: y; H+ h4 F
conversion, there would be outstanding on such Series 19 Conversion Date5 O1 Z5 Q5 F6 s. J& d @! q
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares9 L. ?. s5 |4 r- J& ~9 r# |
Series 19 will be converted into Preferred Shares Series 18.
/ K3 f/ c$ I& K/ C3 NVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" z, }# b# E0 H! X3 [& M* [+ h# Y( `
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
$ ^, l4 V0 m1 S; v) K6 [any meeting of the shareholders of the Bank unless and until the first time at5 z/ ? W1 e5 t9 J/ a& x
which the Board of Directors has not declared the whole dividend on the0 q$ y& A. I5 O k
Preferred Shares Series 19 in any quarter. In that event, subject as- s! x5 {+ o2 w5 f! i( k
hereinafter provided, the holders of Preferred Shares Series 19 will be: I! E' H" ~0 C4 l
entitled to receive notice of, and to attend, meetings of shareholders at which
( P* c( s4 {7 \directors of the Bank are to be elected and will be entitled to one vote for r/ [ o; w H9 u& P ^
each Preferred Share Series 19 held. The voting rights of the holders of the/ `& P$ p" E' X- l/ L- e
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
- @, o. E+ u1 D+ q2 Bthe first dividend on the Preferred Shares Series 19 to which the holders are
3 B! i) j8 f1 Q& ?/ I! p3 jentitled thereunder subsequent to the time such voting rights first arose until
3 y \5 l, I$ \' fsuch time as the Bank may again fail to declare the whole dividend on the
6 L( I9 d+ C. D# I/ O, m. rPreferred Shares Series 19 in respect of any quarter, in which event such
/ f5 r4 O! S4 Q Y5 p0 Z8 }, Yvoting rights will become effective again and so on from time to time.
* f! J/ a1 `/ }: C' Z2 cS-6
# N: ~( ~% c4 g8 @8 R# }& @# zPriority: The preferred shares of each series of the Bank will rank on a parity with
" S8 M3 x- T* H P( r6 ^every other series and are entitled to preference over the common shares of& e& Q% m! f9 b+ |
the Bank and over any other shares of the Bank ranking junior to the8 B. U K) T* w- l% ^
preferred shares with respect to the payment of dividends and upon any8 I3 `9 [) \! }3 {8 }1 _. g5 ~( ^) f
distribution of assets in the event of the liquidation, dissolution or; v. A8 E- u8 i; X6 U
winding-up of the Bank.
9 V: w9 T( i* {% g$ P; ATax on Preferred Share The Bank will elect, in the manner and within the time provided under
0 y9 ?8 @: n$ ?) ^2 _( A/ _* EDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
: D3 F( g. M a3 j$ dSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
& H" y* i/ a: C2 X4 Odividends received on such shares under Part IV.1 of such Act. |
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