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发表于 2008-11-29 16:58
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下面是BMO的:
8 s$ R; M6 b4 t7 n' G& mSUMMARY OF THE OFFERING3 A3 L+ K5 n6 h$ H# d. I. Q# G
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’’.
5 j9 v) O- Y s; X4 b2 s0 `Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.7 p% d9 X% A7 ?3 Y3 e
Amount: $150,000,000 (6,000,000 shares).
1 k( ^- f, _* U; tPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
- U2 q# E7 V/ aPrincipal Characteristics of the Preferred Shares Series 18
6 U- Y7 |; O& z7 VDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed V( m% O7 {# K( Q; t' ~
non-cumulative preferential cash dividends, as and when declared by the
: _5 a% Z) p9 F x. Z* bBoard of Directors, subject to the provisions of the Bank Act, for the initial
- s- d9 g# k% j! c, `0 x4 Wperiod commencing on the closing date and ending on and including; ?: S% U+ d3 N$ V
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the0 B/ o% k; a. X/ i
25th day of February, May, August and November in each year, at a rate
) m9 q8 q3 v' O0 bequal to $0.40625 per share. The initial dividend, if declared, will be payable. p$ p- q, a3 Y) S
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing3 L$ B9 e# m# h+ l% T
date of December 11, 2008.4 a! S. B9 V# }4 w' V
For each five-year period after the Initial Fixed Rate Period (each, a) `1 w7 T4 a3 r" ^( n
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares" x6 z8 s) n( e; M
Series 18 will be entitled to receive fixed non-cumulative preferential cash
- k/ F/ m( F! F; {dividends, as and when declared by the Board of Directors, subject to the* e0 g7 N; _( s& z& y
provisions of the Bank Act, payable quarterly on the 25th day of February,; c. R) o6 V0 v. f* A+ q2 k, S
May, August and November in each year, in the amount per share per annum" }) |9 L7 i# }& I9 O4 K
determined by multiplying the Annual Fixed Dividend Rate applicable to
/ V. d7 P8 Y+ ~% b* qsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
, @9 u# B1 N& \' DRate for the ensuing Subsequent Fixed Rate Period will be determined by the w+ k, }3 A! J4 o5 F
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day6 U O# j; r2 h% \+ O8 m/ j
of such Subsequent Fixed Rate Period and will be equal to the sum of the
+ G9 w; L, d4 d3 [- zGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
9 O H$ d* B$ A2 wplus 3.83%.
3 O3 e4 X# @, r% t8 @( GIf the Board of Directors does not declare a dividend, or any part thereof, on
% n* `; s6 s h% t2 Vthe Preferred Shares Series 18 on or before the dividend payment date for a
$ z+ p/ u7 f" C3 S* Yparticular quarter, then the entitlement of the holders of the Preferred3 ]9 c2 {) x) m: m
Shares Series 18 to receive such dividend, or to any part thereof, for such
: n( U+ v2 M/ c) S3 squarter will be forever extinguished.* r, r6 L9 l% }# i9 g! @1 U
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
( j" m) @7 |" }8 R4 v% m4 ^Superintendent and to the provisions described below under ‘‘Details of the9 P* V$ U& u3 h/ x
Offering — Certain Provisions of the Preferred Shares Series 18 as a
; I- r7 i9 q2 a" e7 {6 xSeries — Restrictions on Dividends and Retirement of Shares’’, on
4 r7 ]+ q3 r& l+ `. q7 |; DFebruary 25, 2014 and on February 25 every five years thereafter, on not
6 U: V$ s7 d+ M+ W) [' ymore than 60 nor less than 30 days’ notice, the Bank may redeem all or any1 _8 ?6 V& l' d5 h
part of the then outstanding Preferred Shares Series 18, at the Bank’s option0 e0 s# ]% y7 N7 _7 ?
without the consent of the holder, by the payment of an amount in cash for
( V2 {' n) Z- Q8 r5 Q7 neach such share so redeemed of $25.00 together with all declared and unpaid
# M+ B* m4 G# i' h$ z5 Pdividends to the date fixed for redemption.- w& z! F# R, t" o; Y) Z
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic' N4 }! t3 n( [ [+ D" g( V/ [1 D
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
4 t( F7 B6 b; s. i1 h8 f6 X; Hthe right, at their option, to convert, on February 25, 2014 and on C9 w; b4 x9 k! l1 ]
S-4
5 L7 h" e6 p5 c& U1 m* j/ `February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
* N* w% Q, C* z8 ?' Qor all of their Preferred Shares Series 18 into an equal number of Preferred6 j0 }/ j& ~- G# y' H2 v2 Y# s
Shares Series 19 upon giving to the Bank notice thereof not earlier than& o) G; K8 \& C: ?2 N
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day) X# A( C- c% z0 V. ~' S- \
preceding, a Series 18 Conversion Date.3 S( u& c( w% b" @9 s' b
Automatic Conversion If the Bank determines, after having taken into account all shares tendered( k5 I& `, ~1 J9 E
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares3 z8 B$ m: U b- g3 a* R
Series 19, as the case may be, that there would be outstanding on such$ i7 W' S8 f* q g
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,9 d4 Q% f- E- h8 D9 G! S# t0 p
such remaining number of Preferred Shares Series 18 will automatically be
% X3 M: i0 [+ Q1 _converted on such Series 18 Conversion Date into an equal number of! J- X# B* L v! D/ ]! X( E" i6 Q- N
Preferred Shares Series 19. Additionally, if the Bank determines that, after# \( M7 p# m: f
conversion, there would be outstanding on such Series 18 Conversion Date
! A9 i8 Z# Z7 B# Wless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
& c' n! W# s' h M4 D& p0 XSeries 18 will be converted into Preferred Shares Series 19.
' @4 U1 V3 E' @9 K5 n: W4 e _4 tVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares! P* {0 T/ d+ C/ c" _* `1 \
Series 18 will not be entitled as such to receive notice of, attend, or vote at,/ O6 I, {; z; L- E+ P
any meeting of the shareholders of the Bank unless and until the first time at
+ U2 o: z4 U, H/ Wwhich the Board of Directors has not declared the whole dividend on the! R2 u5 Z0 p& f4 W" x# N
Preferred Shares Series 18 in any quarter. In that event, subject as* L/ Q& ^, O' [6 O
hereinafter provided, the holders of Preferred Shares Series 18 will be
# _. N9 D) \, t9 X2 M: Z. [entitled to receive notice of, and to attend, meetings of shareholders at which
+ S: n b j8 K4 mdirectors of the Bank are to be elected and will be entitled to one vote for0 ?9 q( R# n/ D3 | G: K% R
each Preferred Share Series 18 held. The voting rights of the holders of the
# O" u h9 J& j' NPreferred Shares Series 18 will forthwith cease upon payment by the Bank of+ z8 h1 I# \$ k. d! Y n0 {
the first dividend on the Preferred Shares Series 18 to which the holders are
' [( @6 ?* j$ w& i* w7 V8 Wentitled thereunder subsequent to the time such voting rights first arose until
+ J, j# o" g! ]( g* J1 p, fsuch time as the Bank may again fail to declare the whole dividend on the
* n6 R( @. }4 C$ x8 [- r" LPreferred Shares Series 18 in respect of any quarter, in which event such) u1 N( a J p" j
voting rights will become effective again and so on from time to time.
9 W) N8 E7 n& D9 [! k PPrincipal Characteristics of the Preferred Shares Series 19
4 x; Z1 ]6 s F4 R" W) s) v/ UDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
) D, h+ r& P, ~2 Afloating rate non-cumulative preferential cash dividends, as and when- `6 k# `+ _2 N+ i- Y
declared by the Board of Directors, subject to the provisions of the Bank Act,2 P6 @4 h0 {/ n* y9 _
payable quarterly on the 25th day of February, May, August and November0 j) y& P1 z ], N/ v
in each year, in the amount per share determined by multiplying the, Y* p( ?6 b. o8 _- p
applicable Quarterly Floating Dividend Rate by $25.00.7 u& A3 L* b. G, @9 G
On the 30th day prior to the commencement of the initial quarterly dividend
% y6 ~! i/ P2 [, S) [9 mperiod beginning on February 25, 2014, and on the 30th day prior to the first( E7 ~: l7 @, P8 [' o& g
day of each subsequent quarterly dividend period (the initial quarterly
0 u1 }, j ]8 h! Ldividend period and each subsequent quarterly dividend period is referred to% f# `- t& _' w$ f" v, y, L
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
! d9 o' h4 F' w1 MQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate0 @0 r3 F0 p3 D% ^
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
* x5 i, I" W7 a; `T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days& r; O0 P& @+ H( z4 P3 B' m ^
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
- Q: K- t# D( v! V. f: V( v/ [determined on the 30th day prior to the first day of the applicable Quarterly+ F/ ]! D, @, c2 i5 e) J
Floating Rate Period.
% t% m( a0 X4 s" M8 gS-5
- k/ B* X7 Z& @$ q% IIf the Board of Directors does not declare a dividend, or any part thereof, on
7 ?, T/ b- y% w# a1 q, Ethe Preferred Shares Series 19 on or before the dividend payment date for a
1 K9 l ~& x' {. ?particular quarter, then the entitlement of the holders of the Preferred7 D5 H: Z) ^8 q
Shares Series 19 to receive such dividend, or to any part thereof, for such8 q9 x$ `: N1 \' L
quarter will be forever extinguished.
! t7 b' Y! w% c$ {8 x% @9 @$ BRedemption: Subject to the provisions of the Bank Act and to the prior consent of the1 `, P z a/ {0 Z7 X2 t0 p
Superintendent and to the provisions described below under the heading
1 |: ^3 ?( g4 |‘‘Details of the Offering — Certain Provisions of the Preferred Shares8 V; }0 o8 x) T) [, a6 {" W
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,+ ]$ k" J5 e& X0 P
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
! V2 H( P/ M! t p$ Ior any part of the then outstanding Preferred Shares Series 19, at the Bank’s) U% |! b; l4 f
option without the consent of the holder, by the payment of an amount in, T6 w6 k* T% t$ V
cash for each such share so redeemed of (i) $25.00 together with all declared- ^% y( o$ {/ s2 {. e; T
and unpaid dividends to the date fixed for redemption in the case of5 V$ X% y' _0 x, _6 j9 L
redemptions on February 25, 2019 and on February 25 every five years; |; _: E1 Z/ s( h# j Q
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
2 B! y* x# w2 ^0 S1 wthe date fixed for redemption in the case of redemptions on any other date0 {0 d6 ^0 ?' R- Z8 ?% B& o/ {
on or after February 25, 2014." ~: J, Z9 H0 A! A
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic' q3 ]1 A3 Y% ^. ?/ v$ t! u
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have C# L- y5 m5 e4 H3 l6 [2 u m
the right, at their option, to convert, on February 25, 2019 and on4 ^1 {$ k* `9 q0 k# i
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
4 k; L9 a: \) w' u- p0 Wor all of their Preferred Shares Series 19 into an equal number of Preferred
2 ^* S' W8 V0 \) @2 iShares Series 18 upon giving to the Bank written notice thereof not earlier) j; b& ~: J1 ^# |( Q5 Q8 z
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
4 B: H; |! e! I W7 J15th day preceding, a Series 19 Conversion Date.$ S. O, l* A! B2 r0 v% T3 B
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
( |) \. ?5 i! u9 N! D. A* IProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
3 V# E4 H. G4 c: E8 x' W5 b/ ISeries 18, as the case may be, that there would be outstanding on such
. M' E8 e8 O% Z# D" LSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
: D) V( g1 w) ~- M% |$ R' msuch remaining number of Preferred Shares Series 19 will automatically be& |/ T: K7 `5 F+ m* s8 K/ A
converted on such Series 19 Conversion Date into an equal number of
, j8 X6 h9 j0 j1 A; v+ j5 V$ ~Preferred Shares Series 18. Additionally, if the Bank determines that, after
Y3 R' P& Q0 vconversion, there would be outstanding on such Series 19 Conversion Date3 M! H) e( B& H
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
- j/ m& t8 {! Z# Y) qSeries 19 will be converted into Preferred Shares Series 18.
$ x( M) E% i/ V- d7 kVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
5 [+ P' x. L3 a) l& O+ f, G7 [" E& @Series 19 will not be entitled as such to receive notice of, attend, or vote at,
& \' \7 p' H% oany meeting of the shareholders of the Bank unless and until the first time at
( L$ G& v( l% a& d# `! [1 vwhich the Board of Directors has not declared the whole dividend on the" Z4 ]: n- w/ k9 x
Preferred Shares Series 19 in any quarter. In that event, subject as
$ T! W5 B9 O7 C/ U( c( @: Chereinafter provided, the holders of Preferred Shares Series 19 will be. ?8 X9 T$ S- [: f. | {
entitled to receive notice of, and to attend, meetings of shareholders at which) ?+ t' t5 \; p0 c9 g+ j( T. o
directors of the Bank are to be elected and will be entitled to one vote for8 f* [! ~3 {! U
each Preferred Share Series 19 held. The voting rights of the holders of the
~. x. p) l& o, x1 ]Preferred Shares Series 19 will forthwith cease upon payment by the Bank of* z, a5 B- }+ m- `! @! l
the first dividend on the Preferred Shares Series 19 to which the holders are7 c0 _, U! M1 \4 T
entitled thereunder subsequent to the time such voting rights first arose until
, l/ d7 @9 R+ _: D" {% q" D6 Wsuch time as the Bank may again fail to declare the whole dividend on the
- I( z/ V$ s5 h" k$ }Preferred Shares Series 19 in respect of any quarter, in which event such6 {: X: n! N" V$ }* C# x
voting rights will become effective again and so on from time to time.
0 _" E1 V7 D2 b& S% y/ ]% _: ~S-6
- R5 x8 E: r: C8 dPriority: The preferred shares of each series of the Bank will rank on a parity with
/ W7 n1 }- c! {6 Hevery other series and are entitled to preference over the common shares of
, k0 O1 q* @! zthe Bank and over any other shares of the Bank ranking junior to the, q$ `& D7 v4 a. }
preferred shares with respect to the payment of dividends and upon any# Q; U1 s# s! a! o1 e
distribution of assets in the event of the liquidation, dissolution or7 Q7 b; U: `* \# a& c( b3 @3 d# a
winding-up of the Bank.
, T( G5 V; V$ p0 J* g3 W2 A0 GTax on Preferred Share The Bank will elect, in the manner and within the time provided under# X6 n6 A, w$ s+ T
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
+ Z6 t' a8 s9 c+ Q) \# eSeries 18 and Preferred Shares Series 19 will not be required to pay tax on+ l+ U5 r9 w! R6 j& k0 L/ R! C
dividends received on such shares under Part IV.1 of such Act. |
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