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发表于 2008-11-29 16:58
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下面是BMO的:
- I* I0 U7 I0 bSUMMARY OF THE OFFERING9 h' n0 X2 k% k5 }* A" D+ J
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’’.
' i/ p" d2 ], O/ T6 G. DIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
6 z! n% L% X- Q( o9 rAmount: $150,000,000 (6,000,000 shares).' |$ j% h. S4 L5 [
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
1 i% R1 H* F8 R2 y' ?* Q- lPrincipal Characteristics of the Preferred Shares Series 181 Y' ?7 I) K8 b- P
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed4 m) x1 }+ V/ e1 O/ u4 o- \& f
non-cumulative preferential cash dividends, as and when declared by the
# K1 Q1 N2 J1 B8 o# h$ _. OBoard of Directors, subject to the provisions of the Bank Act, for the initial
/ O& k& i0 A3 }! ~& Y+ i& [; Aperiod commencing on the closing date and ending on and including
$ W7 K' Q0 ?1 G1 UFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
- Q0 l4 x6 b9 E1 z" S: w7 p25th day of February, May, August and November in each year, at a rate; b1 [; ^$ n; S R! [; d& j
equal to $0.40625 per share. The initial dividend, if declared, will be payable
. w# H8 E: H0 zMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing( u8 i4 Q& L( \
date of December 11, 2008.
. d9 o( m" H8 _( ?6 eFor each five-year period after the Initial Fixed Rate Period (each, a" E' J5 E* q# @' A/ C0 ?
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares" o R+ H4 @& O" J
Series 18 will be entitled to receive fixed non-cumulative preferential cash
2 r- k% ^2 m; B6 }6 z+ }dividends, as and when declared by the Board of Directors, subject to the0 {8 C# L" X. q+ M' P5 a
provisions of the Bank Act, payable quarterly on the 25th day of February,2 Z4 R! L# K( O9 g8 ~3 J/ R% |& W
May, August and November in each year, in the amount per share per annum
* o8 l/ M. }3 O4 O* @9 f. r2 H: N9 pdetermined by multiplying the Annual Fixed Dividend Rate applicable to" X9 d/ e* t' y& I* i5 f: Q
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
4 M8 T8 _! M- T4 `9 c/ I+ k1 f( r2 DRate for the ensuing Subsequent Fixed Rate Period will be determined by the
, j W( ]) O9 d/ u, g6 ^3 kBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day4 U9 I7 I& j) p2 `9 h3 C$ u# J
of such Subsequent Fixed Rate Period and will be equal to the sum of the1 N1 H- \' N0 r# P/ k& a& L
Government of Canada Yield on the applicable Fixed Rate Calculation Date! m* j# ~: u5 J' b9 w$ P
plus 3.83%.
0 B* W! g2 T- }8 GIf the Board of Directors does not declare a dividend, or any part thereof, on. ]6 A, S3 O: d+ ^
the Preferred Shares Series 18 on or before the dividend payment date for a( X& }, d* E% c
particular quarter, then the entitlement of the holders of the Preferred0 e5 v# E! [& w2 b5 q% p
Shares Series 18 to receive such dividend, or to any part thereof, for such
9 a8 B4 k6 z$ [" Z, R% jquarter will be forever extinguished.
+ b% ^: x2 e& X( D8 kRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
+ R9 k9 e7 Z" U5 a" L2 W2 E: a$ |Superintendent and to the provisions described below under ‘‘Details of the# \$ S! s1 L; {5 f2 r
Offering — Certain Provisions of the Preferred Shares Series 18 as a
8 b/ V8 w4 A$ m) @+ r; a6 x# |, wSeries — Restrictions on Dividends and Retirement of Shares’’, on
: {3 W- U* A% b4 B/ mFebruary 25, 2014 and on February 25 every five years thereafter, on not
$ L* b# U0 a5 t) Y0 m1 K4 r' R: J0 I' hmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any2 x1 g" I$ E0 R0 {' g1 A
part of the then outstanding Preferred Shares Series 18, at the Bank’s option1 P9 v& h' {5 q
without the consent of the holder, by the payment of an amount in cash for
, \9 |- p Q' U- L5 J! d4 Ceach such share so redeemed of $25.00 together with all declared and unpaid
. Y; r2 W2 k& Q* Y1 p9 f: C' B# Idividends to the date fixed for redemption.
- l& h2 F3 `/ FConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic5 K8 k+ G! j) n, k
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have7 D+ K, e" H5 v# h
the right, at their option, to convert, on February 25, 2014 and on" h2 k m# r/ e% u
S-4. x8 F% Y! N1 ^1 Q+ [
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any4 Z3 h9 g d: H) v9 b$ t7 N
or all of their Preferred Shares Series 18 into an equal number of Preferred# k3 g `% ~1 I0 H/ F( Z' e! I* \
Shares Series 19 upon giving to the Bank notice thereof not earlier than& p' y/ p7 p) d- i
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day6 f- G7 w+ ]" ?2 j
preceding, a Series 18 Conversion Date.
b& ~5 x# }) ^8 B+ `; oAutomatic Conversion If the Bank determines, after having taken into account all shares tendered. y. @" t" I) k) u
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
. X5 a: l6 z+ B, J) c' SSeries 19, as the case may be, that there would be outstanding on such
! p8 Y# y9 P8 \Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,. @1 Q" ^( D$ d' O8 `
such remaining number of Preferred Shares Series 18 will automatically be
8 h i- D5 i& P' x3 aconverted on such Series 18 Conversion Date into an equal number of/ c# m) w( E: [- R/ x' T
Preferred Shares Series 19. Additionally, if the Bank determines that, after6 C7 ~# }2 D% k6 l0 e' Q0 M3 Z9 j, K# M
conversion, there would be outstanding on such Series 18 Conversion Date2 {4 O0 K& e3 Z9 M
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
- [* ?8 d( ]# eSeries 18 will be converted into Preferred Shares Series 19.
7 q3 K( G9 ?. m( iVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
" C% |; P! S+ p% g6 N; @$ U3 FSeries 18 will not be entitled as such to receive notice of, attend, or vote at,9 R* i6 L$ f$ r- a( f! ~" e& c
any meeting of the shareholders of the Bank unless and until the first time at
" S; H3 N1 Z! U7 Z$ z9 mwhich the Board of Directors has not declared the whole dividend on the$ A& l- b, }( o3 f) N, l
Preferred Shares Series 18 in any quarter. In that event, subject as
& W5 p% U0 n% t1 c L9 }* Ehereinafter provided, the holders of Preferred Shares Series 18 will be
6 z' X* g0 W/ sentitled to receive notice of, and to attend, meetings of shareholders at which+ ^6 y- l# W0 J2 O8 D L4 [: Y
directors of the Bank are to be elected and will be entitled to one vote for
( T+ r. i. X& b+ ?% reach Preferred Share Series 18 held. The voting rights of the holders of the# c, _6 I! s6 D
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
4 M0 B7 U# v8 O/ Q) mthe first dividend on the Preferred Shares Series 18 to which the holders are
/ n# M0 b/ Y, x8 G* Dentitled thereunder subsequent to the time such voting rights first arose until
: C7 g% u# L) |8 q% f2 v5 d, f- r& L' ksuch time as the Bank may again fail to declare the whole dividend on the
8 n8 O. h7 i! `$ ?6 Z# W. u- EPreferred Shares Series 18 in respect of any quarter, in which event such
- Y) O2 p' H' P$ f# z5 J7 Fvoting rights will become effective again and so on from time to time.
/ G7 F0 @' k+ F& o# QPrincipal Characteristics of the Preferred Shares Series 19* r' \- c+ {$ Y0 G
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive$ A d9 |; h; K; Q8 L0 y
floating rate non-cumulative preferential cash dividends, as and when, i% j3 a9 L$ n4 S. e- [* g; M
declared by the Board of Directors, subject to the provisions of the Bank Act,
# S6 J* a {& h8 ^payable quarterly on the 25th day of February, May, August and November- ]% m- x% ?# _+ u3 v
in each year, in the amount per share determined by multiplying the
3 _1 u1 O. |! Dapplicable Quarterly Floating Dividend Rate by $25.00., s8 p, |" C6 J. ^4 s- c V
On the 30th day prior to the commencement of the initial quarterly dividend+ n: ?; U3 V! b8 r
period beginning on February 25, 2014, and on the 30th day prior to the first& w! ]6 q* I, G! c
day of each subsequent quarterly dividend period (the initial quarterly! w! F; D- }) _: q3 `/ v/ c3 p
dividend period and each subsequent quarterly dividend period is referred to" D" d9 k$ v$ @: |: P5 b+ r
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
7 S3 F9 M- i+ v! d2 i4 r! qQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate( q: J: Y: @ `0 u
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
$ I7 Y4 i- m( \T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
2 R o$ u* ~1 b" selapsed in the applicable Quarterly Floating Rate Period divided by 365), C* X/ N0 n2 k# Q
determined on the 30th day prior to the first day of the applicable Quarterly! t1 q7 ~$ G% {6 Y& Z' ~
Floating Rate Period.+ h3 w1 F8 A8 W' W& d
S-5
' E3 Q; | E4 d) \If the Board of Directors does not declare a dividend, or any part thereof, on
' l+ D" `1 j# b+ Y# N& W1 {! X5 k- ?) G4 Athe Preferred Shares Series 19 on or before the dividend payment date for a
+ p- H+ z7 d/ j" d: ^: lparticular quarter, then the entitlement of the holders of the Preferred4 V2 y' t; I; Q6 ~& O
Shares Series 19 to receive such dividend, or to any part thereof, for such
) H$ N7 {5 a; z& K/ qquarter will be forever extinguished.6 i5 y# h M' I1 e) Z
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the# U* C/ w( I) A& }# }8 p* z
Superintendent and to the provisions described below under the heading
$ n+ s- _: E' O1 m b( {) N‘‘Details of the Offering — Certain Provisions of the Preferred Shares3 n8 q' P- y4 I$ [$ P
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
8 g. ^1 t( l4 p- d1 v4 P3 }on not more than 60 nor less than 30 days’ notice, the Bank may redeem all, z0 C L1 s* U2 J
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
( p& F+ f* S2 o! ooption without the consent of the holder, by the payment of an amount in3 `. _& B3 l% K# t( t
cash for each such share so redeemed of (i) $25.00 together with all declared
7 V6 U( Z. P6 |and unpaid dividends to the date fixed for redemption in the case of- A. K0 e; l' B
redemptions on February 25, 2019 and on February 25 every five years$ F# h+ g1 Y3 \7 c
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
- |* O/ S2 `- Zthe date fixed for redemption in the case of redemptions on any other date
9 V& L; x9 h! f& B7 e3 ~on or after February 25, 2014.
' |4 h: W. ^% mConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic( V' u% c5 P/ E( c* \
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
) x% x: f' }& ^) s$ |6 @( Qthe right, at their option, to convert, on February 25, 2019 and on
c; S o8 m' UFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
, s# J3 a8 s8 Q0 f5 uor all of their Preferred Shares Series 19 into an equal number of Preferred
- g/ N, }- O+ E) k, ^. LShares Series 18 upon giving to the Bank written notice thereof not earlier, {- B0 J f2 d
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the R2 l3 J2 x# ?
15th day preceding, a Series 19 Conversion Date.! k' d! R- S: `$ k
Automatic Conversion If the Bank determines, after having taken into account all shares tendered% q- g! X4 d6 f$ _! c" h8 E
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
* i( J/ v B! {# W* W6 YSeries 18, as the case may be, that there would be outstanding on such( A8 C- `6 q7 W$ q
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,7 L2 s6 A t3 s$ F. T
such remaining number of Preferred Shares Series 19 will automatically be
: D' K1 q! P# w3 o$ w s0 wconverted on such Series 19 Conversion Date into an equal number of
8 o0 d, @% k) s( A, [" \$ DPreferred Shares Series 18. Additionally, if the Bank determines that, after. L, t+ Y9 ?6 C3 z5 A0 m
conversion, there would be outstanding on such Series 19 Conversion Date& M7 U) p6 e* p4 O! k" h) Q; F
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares5 S8 x3 \. B: y$ P% q+ }% H5 b
Series 19 will be converted into Preferred Shares Series 18.
1 T/ n, D5 R9 A* h9 h) X" a, gVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares1 x6 d5 G0 @. \* k5 P
Series 19 will not be entitled as such to receive notice of, attend, or vote at,$ G% V& {; ^, Z( }% N
any meeting of the shareholders of the Bank unless and until the first time at
) j1 Y! M1 ?: A' \: kwhich the Board of Directors has not declared the whole dividend on the. q, _3 L* S1 A0 \
Preferred Shares Series 19 in any quarter. In that event, subject as+ y: N6 g- A) L; @
hereinafter provided, the holders of Preferred Shares Series 19 will be( B- `# i f/ x% M# d6 v! D' ]$ i
entitled to receive notice of, and to attend, meetings of shareholders at which+ v: d8 ^1 E9 n0 k8 X! h7 V* g7 v
directors of the Bank are to be elected and will be entitled to one vote for' r) m# \: k# B2 n5 Q
each Preferred Share Series 19 held. The voting rights of the holders of the
8 V3 D( N+ H L* b- K# sPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
3 w! l: U9 d5 I; vthe first dividend on the Preferred Shares Series 19 to which the holders are
3 Q7 n& t1 v. s4 lentitled thereunder subsequent to the time such voting rights first arose until3 f; p' Q) J- Y( K3 y& R
such time as the Bank may again fail to declare the whole dividend on the! T- i' L1 L! D# W; ]0 r
Preferred Shares Series 19 in respect of any quarter, in which event such! Y, i: s* V% {1 V
voting rights will become effective again and so on from time to time.
# p: T* y/ b1 @: J3 F5 d4 R: KS-6
" _+ |# O+ D6 ?3 c5 mPriority: The preferred shares of each series of the Bank will rank on a parity with
4 J( X+ D, I7 F3 N& }, Aevery other series and are entitled to preference over the common shares of
( L+ `0 S+ m' f, B+ lthe Bank and over any other shares of the Bank ranking junior to the, E2 ?4 ?2 A% y6 M7 d8 |
preferred shares with respect to the payment of dividends and upon any
5 e/ P7 M9 n/ p1 F- Z3 P5 M. D( Sdistribution of assets in the event of the liquidation, dissolution or
, a7 n3 k0 f% V K1 vwinding-up of the Bank.
6 n5 u4 L0 D- ?Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
! G) ?. S8 {* k1 UDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares* b: `/ R4 v8 W7 }1 N& {! M
Series 18 and Preferred Shares Series 19 will not be required to pay tax on3 J* `% |. n( r/ H; Q0 O
dividends received on such shares under Part IV.1 of such Act. |
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