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发表于 2008-11-29 16:58
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下面是BMO的:
( N. h% }1 a: J" x& [SUMMARY OF THE OFFERING
( u- u0 i8 ~+ z* h6 QThis 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’’.3 @; ?* G8 i# y
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
! p) a2 I# w% Y' p TAmount: $150,000,000 (6,000,000 shares).
% F' z6 E+ N, d. [8 UPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
8 Z2 F5 y5 l0 tPrincipal Characteristics of the Preferred Shares Series 18! X p- K9 g$ ?9 E I
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed& S# I: ?% {3 Q7 l
non-cumulative preferential cash dividends, as and when declared by the& B, ^! H6 v$ W
Board of Directors, subject to the provisions of the Bank Act, for the initial
* G: \8 n- h. d6 |5 X2 uperiod commencing on the closing date and ending on and including+ S. u4 m. k7 p$ B* \* P5 O
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
, @2 U: z/ y; D" {3 }/ G: @% G25th day of February, May, August and November in each year, at a rate
$ d$ I: \& {) l3 z& qequal to $0.40625 per share. The initial dividend, if declared, will be payable
2 f* u# m. u' V7 ]1 n& d! |May 25, 2009 and will be $0.73459 per share, based on the anticipated closing' G! M! ^5 Y0 @4 G' O' i
date of December 11, 2008.8 C) A+ `- l/ r7 P5 F8 G# }8 R
For each five-year period after the Initial Fixed Rate Period (each, a. e! b5 k8 Z% Z% V$ E$ }
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
9 c) w, O1 @: X9 u$ ZSeries 18 will be entitled to receive fixed non-cumulative preferential cash4 U0 w. H9 M3 T
dividends, as and when declared by the Board of Directors, subject to the4 f7 F* o" E9 R4 n0 X' b
provisions of the Bank Act, payable quarterly on the 25th day of February,8 m; S/ Y' Z1 b5 \- p/ j2 Q
May, August and November in each year, in the amount per share per annum6 x/ \8 d m: D7 p$ y" l
determined by multiplying the Annual Fixed Dividend Rate applicable to
! p5 u8 c+ ?1 o! Z: ksuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
) j8 m' {3 Y# o9 C3 v$ @Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
; b+ i5 n6 k, ^* E9 c+ H4 [/ c. y3 {2 pBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day: X" u6 L( Q- A% p6 Z
of such Subsequent Fixed Rate Period and will be equal to the sum of the
: x; @; j. o/ bGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
) r4 B% Y4 H' d8 Cplus 3.83%.
9 K% K! G9 i5 }8 E1 e+ eIf the Board of Directors does not declare a dividend, or any part thereof, on
5 O* W) Z9 ^; s8 R+ B- Othe Preferred Shares Series 18 on or before the dividend payment date for a7 m- n2 l" K, ~$ O
particular quarter, then the entitlement of the holders of the Preferred
4 x. S8 z, x& w( P( o WShares Series 18 to receive such dividend, or to any part thereof, for such
* h( Y2 E4 J9 u. E# b5 X$ l% Oquarter will be forever extinguished.
3 ^4 w6 L: s) y& IRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
' R' }( a3 V- USuperintendent and to the provisions described below under ‘‘Details of the
" }9 e' \8 d' y+ nOffering — Certain Provisions of the Preferred Shares Series 18 as a+ I+ n: ]' F0 H2 C! z
Series — Restrictions on Dividends and Retirement of Shares’’, on
; j) O7 }+ ^1 ]8 UFebruary 25, 2014 and on February 25 every five years thereafter, on not
6 c ?' E5 Y5 \) ~( N% Tmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any4 ^# _8 W @$ o O
part of the then outstanding Preferred Shares Series 18, at the Bank’s option: x0 h5 ^! r+ }* A0 r/ w$ T6 L1 w
without the consent of the holder, by the payment of an amount in cash for
F% J# X8 }+ l1 Oeach such share so redeemed of $25.00 together with all declared and unpaid" v3 J( }- n1 J
dividends to the date fixed for redemption.! K* @" Y! f3 F# B5 C8 B5 U
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic! R5 U9 `8 ?+ F2 n. U) o* Q" p
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have' `3 Q# I# b) q3 K
the right, at their option, to convert, on February 25, 2014 and on! i, X' I, O4 r9 [4 f7 n; r
S-4% M }" Z' H! {3 p* @9 F: y% l- f4 B
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
6 ~7 }3 t- c- Y* C e- [0 u0 yor all of their Preferred Shares Series 18 into an equal number of Preferred3 [$ V. c0 K2 A& F' l5 t
Shares Series 19 upon giving to the Bank notice thereof not earlier than
- u/ [) l2 ^4 Y& S2 j3 k30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day& c+ h* b6 ]5 ?
preceding, a Series 18 Conversion Date.
$ u5 }" D: x7 v! a& qAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
. H A0 @" C# dProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
5 z+ i$ ] L; s- H1 BSeries 19, as the case may be, that there would be outstanding on such
0 k6 A( ~7 h4 [' g1 N, [+ e8 BSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
$ |: A& V/ r. o. zsuch remaining number of Preferred Shares Series 18 will automatically be- J5 F, `% B% {3 n9 p
converted on such Series 18 Conversion Date into an equal number of
0 M' }# r+ w8 m b: h7 h: DPreferred Shares Series 19. Additionally, if the Bank determines that, after
7 }) W8 f3 g4 o! Q6 J! }conversion, there would be outstanding on such Series 18 Conversion Date8 X2 X6 Y' E4 ]3 y$ F2 }( I
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares# E8 U' k" l2 z* m. l+ g
Series 18 will be converted into Preferred Shares Series 19.) }. O- j6 h: d/ L" d
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
8 W j' b. b6 X2 Q2 I4 R5 r) pSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
0 B2 ^/ e' X) V6 fany meeting of the shareholders of the Bank unless and until the first time at
1 b& C0 B9 v- h8 u Nwhich the Board of Directors has not declared the whole dividend on the0 Y% \6 L5 {: C2 Z
Preferred Shares Series 18 in any quarter. In that event, subject as
4 u0 |6 a. U. Y( D- L- I: Qhereinafter provided, the holders of Preferred Shares Series 18 will be& C/ H8 }5 M3 d p; P' U
entitled to receive notice of, and to attend, meetings of shareholders at which
; N( {& `& C, y) d) ndirectors of the Bank are to be elected and will be entitled to one vote for; l# b: h: b# @ c! L3 x
each Preferred Share Series 18 held. The voting rights of the holders of the
# U* H& w: a! y$ e/ `' B: |Preferred Shares Series 18 will forthwith cease upon payment by the Bank of9 S6 G$ g! z% Z( s& b: m- n4 Y& v
the first dividend on the Preferred Shares Series 18 to which the holders are7 u* S7 L5 f* w; C8 g5 T8 g
entitled thereunder subsequent to the time such voting rights first arose until9 o1 @1 x2 J; U) u, k s
such time as the Bank may again fail to declare the whole dividend on the
, l: W4 x3 k1 D/ n9 x$ _4 d: FPreferred Shares Series 18 in respect of any quarter, in which event such: |7 a8 y1 g4 z% Y& T) p
voting rights will become effective again and so on from time to time.
. p3 w2 A4 @. u3 i1 U& b9 {' _- D, m QPrincipal Characteristics of the Preferred Shares Series 19
% R5 E% D+ |6 {Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive/ Y& |3 ]: }8 c3 w. D2 z) P6 P0 A
floating rate non-cumulative preferential cash dividends, as and when _ x, o2 F% Z N& q7 a. }7 u
declared by the Board of Directors, subject to the provisions of the Bank Act,
6 |$ o4 y0 ~0 U" d( Upayable quarterly on the 25th day of February, May, August and November, f0 [/ e+ ]% H0 Z- @
in each year, in the amount per share determined by multiplying the: d) F% L# l3 A; l
applicable Quarterly Floating Dividend Rate by $25.00.
& {5 `, D* n* [- [1 O. YOn the 30th day prior to the commencement of the initial quarterly dividend
; @( L8 Q& k' k6 _- s9 ^period beginning on February 25, 2014, and on the 30th day prior to the first/ Z" y) |/ {1 C3 D9 `
day of each subsequent quarterly dividend period (the initial quarterly
* |: ~2 ^$ ^# A+ x, n+ E! {! ^dividend period and each subsequent quarterly dividend period is referred to
4 |6 r" u6 f4 N/ d/ a+ b' fas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
. a+ T- O) l; V& Q" ?! r: P2 T3 QQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate6 h4 ?% f4 z9 h( {" I
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
`' {+ u7 h# B9 g$ |9 BT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
2 b. J! o) ^# j1 melapsed in the applicable Quarterly Floating Rate Period divided by 365)' U9 m) F/ L8 I8 k% @/ S; w
determined on the 30th day prior to the first day of the applicable Quarterly7 ?2 L( E; p! ?8 }+ G
Floating Rate Period.% P& [6 R& e( V
S-5- Q. X8 `. M5 h8 Y9 x
If the Board of Directors does not declare a dividend, or any part thereof, on
9 x- `0 C( k _! zthe Preferred Shares Series 19 on or before the dividend payment date for a" b( m& {/ q: u, P! i. l
particular quarter, then the entitlement of the holders of the Preferred) u! Q% B0 g$ N
Shares Series 19 to receive such dividend, or to any part thereof, for such
4 D* W( B t6 C, W5 Aquarter will be forever extinguished.3 u. |! A' T8 ^
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the1 f- t0 m# g( k+ K! G4 p8 e
Superintendent and to the provisions described below under the heading
7 R% v# V/ {) o. m; g7 J; f‘‘Details of the Offering — Certain Provisions of the Preferred Shares
: R0 d# |2 a( F8 Z# R( e; dSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,6 B$ u. P8 {2 {6 x
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all2 n! ~1 |/ S& H1 ~$ i( Q1 N
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
! }) p) T5 ^4 r# Q5 h7 l$ voption without the consent of the holder, by the payment of an amount in# w; l# S4 f- z& q
cash for each such share so redeemed of (i) $25.00 together with all declared# G2 z6 q2 B4 u: [
and unpaid dividends to the date fixed for redemption in the case of
) y7 z' d) g. t2 `) q& Hredemptions on February 25, 2019 and on February 25 every five years$ p8 B0 ]9 s& f0 C: _! G) J0 {
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
8 q4 }- E( m" x2 {the date fixed for redemption in the case of redemptions on any other date
+ j0 X* N# e, v' ?) u) [6 ?0 eon or after February 25, 2014.3 @: m% V1 d( X: @6 @# ?% P4 ^
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic/ X9 a$ V7 q1 \% D& M- i
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
! H4 Y- h+ H' q# M5 x3 J; Xthe right, at their option, to convert, on February 25, 2019 and on/ H' V8 |/ m, g2 r
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any ]5 X k) M2 O; u1 r }. N+ g
or all of their Preferred Shares Series 19 into an equal number of Preferred
0 S4 j" @* R$ y! f# AShares Series 18 upon giving to the Bank written notice thereof not earlier
! N6 a) b$ @& M2 X5 x N* ?# A9 ~. _) `than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the1 x/ P: W1 f6 o# ]" K4 O
15th day preceding, a Series 19 Conversion Date.9 ~' N2 \1 J/ \5 u
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
% V4 L/ Q |2 l" TProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares; ^) T5 A6 o, R! i8 d& F
Series 18, as the case may be, that there would be outstanding on such
1 a9 V3 C* `3 V/ q. D* ?Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,0 O% _) K) v( C% g
such remaining number of Preferred Shares Series 19 will automatically be% c; d0 B% P) v3 @* |
converted on such Series 19 Conversion Date into an equal number of
8 j& t$ o8 d) f+ E, W, jPreferred Shares Series 18. Additionally, if the Bank determines that, after+ G5 `0 [( \3 k! I
conversion, there would be outstanding on such Series 19 Conversion Date
+ o2 M& m8 ?& b: bless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares4 z4 i% K, y/ S# k+ e! z7 ]
Series 19 will be converted into Preferred Shares Series 18.
. ^' g" O% x! OVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
7 h) s& \% G/ V8 x% w1 PSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
- l$ i- ?) b1 t* d: W+ ]any meeting of the shareholders of the Bank unless and until the first time at
1 D. t, |2 Q) \7 V$ Ewhich the Board of Directors has not declared the whole dividend on the
5 n% `: ] g/ a t" t3 c0 UPreferred Shares Series 19 in any quarter. In that event, subject as1 M" d$ v4 ]3 z. v q0 S# m
hereinafter provided, the holders of Preferred Shares Series 19 will be/ t6 `5 n) `; a l
entitled to receive notice of, and to attend, meetings of shareholders at which" ~ U8 K! u. l, ?
directors of the Bank are to be elected and will be entitled to one vote for
1 w) U/ h ~0 l1 x3 Qeach Preferred Share Series 19 held. The voting rights of the holders of the
$ d! ^; i7 r; i6 {( J6 nPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
% K6 p1 B" F8 C+ b$ f1 e, othe first dividend on the Preferred Shares Series 19 to which the holders are
$ ~- t( Q& j6 |9 n/ E( v) Z; ?entitled thereunder subsequent to the time such voting rights first arose until0 U% ~+ Y. P4 H1 s% I
such time as the Bank may again fail to declare the whole dividend on the
' e0 f; T. K: P; oPreferred Shares Series 19 in respect of any quarter, in which event such
$ B2 R y- n8 Y( M5 O9 U2 j+ ]voting rights will become effective again and so on from time to time.0 R4 p1 U* e6 N
S-6) R" }0 R4 K c" b* r3 a2 A
Priority: The preferred shares of each series of the Bank will rank on a parity with! v) n8 Z+ q& y# u4 w8 ~
every other series and are entitled to preference over the common shares of
+ _' h5 h3 ?& X- l5 P# `% p# Othe Bank and over any other shares of the Bank ranking junior to the/ P$ H$ U5 `: @7 o" b% M2 q7 m
preferred shares with respect to the payment of dividends and upon any5 I4 w, R( ?* P- b) ~5 h z! r* A
distribution of assets in the event of the liquidation, dissolution or
0 F6 F# q$ ^# T. n. o# \& Ewinding-up of the Bank./ B4 v& x7 t& }) r
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
+ ?2 t0 N* [' YDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
$ ^" m' m4 R* m2 |- R! x* ?Series 18 and Preferred Shares Series 19 will not be required to pay tax on: ~ N6 c" u: c. J. x
dividends received on such shares under Part IV.1 of such Act. |
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