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发表于 2008-11-29 16:58
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下面是BMO的:7 W4 d L8 i7 u" A
SUMMARY OF THE OFFERING
4 y( S# J4 P- V7 g: N0 bThis 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 L8 W0 S" h( d+ B8 ?1 C8 g" _Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.2 b; a. e+ q9 J' ^+ a
Amount: $150,000,000 (6,000,000 shares).
/ o8 ~& n% `4 WPrice and Yield: $25.00 per share to yield initially 6.50% per annum.- q( n/ ^/ B: B8 o- Y
Principal Characteristics of the Preferred Shares Series 18+ Z# w) i; z2 [6 H+ [" J
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed0 M f$ U/ d) x, ^+ B: @
non-cumulative preferential cash dividends, as and when declared by the
& r$ o0 T0 n" U5 }# o$ oBoard of Directors, subject to the provisions of the Bank Act, for the initial. x+ S6 x, I4 r
period commencing on the closing date and ending on and including
, G0 g" c2 K; u2 D @! [9 i( _February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
* J; a ?+ E$ U* t+ p25th day of February, May, August and November in each year, at a rate
8 ?& n7 }% g$ }9 Pequal to $0.40625 per share. The initial dividend, if declared, will be payable
3 Y4 H6 a7 y4 i- X$ u; r! h$ ^! KMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
9 k9 C$ o$ y0 {, q1 Q) Odate of December 11, 2008., u* o# o; D' [3 M5 \
For each five-year period after the Initial Fixed Rate Period (each, a6 s" S/ h7 A9 o: g
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares/ ]8 G ], H$ Z' x4 f
Series 18 will be entitled to receive fixed non-cumulative preferential cash
) _; A* p. V# z0 t" l | Odividends, as and when declared by the Board of Directors, subject to the0 D0 q( J" s3 Q$ `( b
provisions of the Bank Act, payable quarterly on the 25th day of February,
# z5 `! _, b$ N! v4 b$ W7 z2 ^May, August and November in each year, in the amount per share per annum- _, l Y9 w6 e, U! ]" J% `7 | J
determined by multiplying the Annual Fixed Dividend Rate applicable to
/ U8 O% E' ~0 ]$ R V; ?" [such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend8 p; N% Y( o: V# C+ q2 z+ `
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
/ o* P; t+ r" z$ JBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day9 A4 t; q: M8 l3 ~) l. J
of such Subsequent Fixed Rate Period and will be equal to the sum of the" ?8 F$ y, k2 q
Government of Canada Yield on the applicable Fixed Rate Calculation Date0 }& O: l- W" f
plus 3.83%.
' g' x( o: L( [, b" R+ T: k$ R- C$ yIf the Board of Directors does not declare a dividend, or any part thereof, on
: ^+ M' E H" X4 T$ Q, V0 t8 Othe Preferred Shares Series 18 on or before the dividend payment date for a* T4 N" l6 Y+ W+ B
particular quarter, then the entitlement of the holders of the Preferred
: q' q* u* e5 T! [Shares Series 18 to receive such dividend, or to any part thereof, for such. ]) X q& {- C7 H
quarter will be forever extinguished.$ l! D' D9 b9 z
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
* F. D" T/ O& q1 X# hSuperintendent and to the provisions described below under ‘‘Details of the, J& z0 U8 I9 @; j& q
Offering — Certain Provisions of the Preferred Shares Series 18 as a
( R$ v" w+ M3 W* [( P, w* w5 `( jSeries — Restrictions on Dividends and Retirement of Shares’’, on
. Q8 y, ^* K! f9 e# t3 KFebruary 25, 2014 and on February 25 every five years thereafter, on not
4 V* D0 x+ v! R8 {1 [more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
2 U, H2 [# N. ^ Q4 }* l8 Y# xpart of the then outstanding Preferred Shares Series 18, at the Bank’s option% E- i2 z9 B1 ^* o* J, M% r
without the consent of the holder, by the payment of an amount in cash for
* k( _& m$ q8 p1 V" F) }1 Beach such share so redeemed of $25.00 together with all declared and unpaid
! V' k! u" X1 T: t# {dividends to the date fixed for redemption.3 l5 J3 }/ g# W$ t! H! {3 \
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic4 b. Q7 p1 n( R6 y
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
2 _. t* g/ |) x: {the right, at their option, to convert, on February 25, 2014 and on3 f- B: Q. g* @, d% W
S-4
u0 ~" u v1 q' q! hFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any) K$ ]3 t7 _/ j! G2 \5 j
or all of their Preferred Shares Series 18 into an equal number of Preferred
; G5 w& Z! m* J4 lShares Series 19 upon giving to the Bank notice thereof not earlier than
0 Q! z4 M% d/ P30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
7 r1 x1 u8 Y4 @& f5 V; X# A9 [preceding, a Series 18 Conversion Date. N ^8 K' l l& F: D0 H+ C
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
5 U& V6 i# [: UProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
?5 i) `4 \% G" Z9 }; PSeries 19, as the case may be, that there would be outstanding on such: V, F! A/ x# [7 U/ \2 k2 Y! _( J
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
9 @4 ?$ r( Q3 p6 S4 Dsuch remaining number of Preferred Shares Series 18 will automatically be' ]3 ~; a# |0 }- d# L
converted on such Series 18 Conversion Date into an equal number of
( M5 R) e- c4 B- mPreferred Shares Series 19. Additionally, if the Bank determines that, after) k( ~( H. ~6 v
conversion, there would be outstanding on such Series 18 Conversion Date
. t+ W B5 J" X$ @4 i' kless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
( |$ ?* P& r! hSeries 18 will be converted into Preferred Shares Series 19.
8 o- r0 n( l- j! `) ^Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares5 L* v; D) P/ W% B+ F! G
Series 18 will not be entitled as such to receive notice of, attend, or vote at,9 _; k$ x( C I+ P3 L \8 F _
any meeting of the shareholders of the Bank unless and until the first time at6 _5 X7 d1 W& o% f, @
which the Board of Directors has not declared the whole dividend on the
7 n* `0 a& J" o! F& j3 NPreferred Shares Series 18 in any quarter. In that event, subject as1 f, e, v/ [7 }. }0 ~, ^ b$ I; [5 o
hereinafter provided, the holders of Preferred Shares Series 18 will be
) k& `5 `, h1 q+ q$ T$ g3 \0 e: H9 rentitled to receive notice of, and to attend, meetings of shareholders at which2 f' s; b7 [) @$ c" L* H3 F5 _8 s
directors of the Bank are to be elected and will be entitled to one vote for$ O2 W/ U, w! x2 U; i# ~
each Preferred Share Series 18 held. The voting rights of the holders of the
' r; L. ~4 u( M# i. }/ ]9 _Preferred Shares Series 18 will forthwith cease upon payment by the Bank of; Z' n- g, g: b6 T
the first dividend on the Preferred Shares Series 18 to which the holders are
( v4 j! ?; x/ w( X6 F1 aentitled thereunder subsequent to the time such voting rights first arose until7 w# D% D; C" |2 t3 ]) `5 N% Z
such time as the Bank may again fail to declare the whole dividend on the
- v0 z" g# C4 {- LPreferred Shares Series 18 in respect of any quarter, in which event such
9 n; o1 @' l9 |3 R7 F1 `6 v& }voting rights will become effective again and so on from time to time.
& _9 P, ?# B6 [1 K1 P: y) EPrincipal Characteristics of the Preferred Shares Series 19
/ u6 x; m+ x$ @! gDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
9 {) B$ Z1 y& }+ i* d1 w' @floating rate non-cumulative preferential cash dividends, as and when
* ]$ u1 \3 s* `: Vdeclared by the Board of Directors, subject to the provisions of the Bank Act,. I/ w8 l7 ?8 X3 X8 e. M9 D
payable quarterly on the 25th day of February, May, August and November1 @' y) X L: O. O, {% A U2 \1 H# L3 z
in each year, in the amount per share determined by multiplying the
& ?4 [* G* e) W: zapplicable Quarterly Floating Dividend Rate by $25.00.
! G+ D2 c; F Z$ M" c' vOn the 30th day prior to the commencement of the initial quarterly dividend
$ N, R7 N6 h- q" m3 [6 v( g( o+ H( \0 P4 uperiod beginning on February 25, 2014, and on the 30th day prior to the first
( H0 n$ q. }- }day of each subsequent quarterly dividend period (the initial quarterly
% |* N# W* V6 B$ C5 s: ^. Ddividend period and each subsequent quarterly dividend period is referred to6 i. \2 ~" L. z" O" v" ~
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the/ e/ P0 h) m. g% c* l2 q+ f, S
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate/ M( X- P- r! ?) X7 n
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
4 k" g" S8 k3 W9 E7 `/ I/ MT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
! j. s1 Q9 k, ^6 @elapsed in the applicable Quarterly Floating Rate Period divided by 365)! N/ e6 e* c) w3 {+ W7 f4 N
determined on the 30th day prior to the first day of the applicable Quarterly/ x" z0 n$ R3 z' c. z6 f- I& ~
Floating Rate Period.: S9 V) z o1 N& t
S-5) s) Q5 G, v F# k' ]
If the Board of Directors does not declare a dividend, or any part thereof, on6 \" d4 o% z `
the Preferred Shares Series 19 on or before the dividend payment date for a* ^2 C. w% J& k' ]7 o L
particular quarter, then the entitlement of the holders of the Preferred
0 D& [7 i0 M. z8 |Shares Series 19 to receive such dividend, or to any part thereof, for such8 z! \6 W; `* _
quarter will be forever extinguished./ t6 u; E! N) R# b4 ?7 N3 Z7 T
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the+ \& T! I# b" h( W7 [
Superintendent and to the provisions described below under the heading
1 m( T- Q6 i/ v. V: Q7 g' w‘‘Details of the Offering — Certain Provisions of the Preferred Shares, u: N3 s5 m- ^0 {5 V0 }: m
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,. A2 s3 d, j% V
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
s) V, q" r" B [1 \$ V- x" F$ I2 G' ^# kor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
9 H& R3 A$ z6 N5 Z- q; c2 L# ], Noption without the consent of the holder, by the payment of an amount in
$ ^" D1 G3 O( [; N* ocash for each such share so redeemed of (i) $25.00 together with all declared) I/ k0 G: p, S1 ?* C3 x+ ]
and unpaid dividends to the date fixed for redemption in the case of8 ]- l, S [' E: [
redemptions on February 25, 2019 and on February 25 every five years
8 L, f" d) k f3 U5 _ y0 K ]2 n' ]thereafter, or (ii) $25.50 together with all declared and unpaid dividends to1 h5 ~6 [5 m7 m6 [
the date fixed for redemption in the case of redemptions on any other date4 x" @3 u+ [: ]
on or after February 25, 2014.
; m; }; @' X- |' P/ @+ sConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic2 Z p. B& |8 ^6 u
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have' r7 O/ j; v* d( T% R1 t" I
the right, at their option, to convert, on February 25, 2019 and on# m& L' Z! ]# L/ B T! e) B
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
! w3 ^1 o1 R: oor all of their Preferred Shares Series 19 into an equal number of Preferred
- ?7 @" l0 ?+ U% |Shares Series 18 upon giving to the Bank written notice thereof not earlier
: H+ e, e: d; R9 Y; G/ \8 [than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the# h& ~1 }& g5 Q; P! X( x& K
15th day preceding, a Series 19 Conversion Date.
7 A4 A/ `6 ~) G/ F% OAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
; D6 b4 O' k" K$ D. w; X& _Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
, G$ a N. h) W6 ]0 `Series 18, as the case may be, that there would be outstanding on such' v4 V. I6 I$ g- B
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,+ X* G- h! T, y2 e$ ]; |
such remaining number of Preferred Shares Series 19 will automatically be! l9 f0 t9 C3 `+ \/ U h
converted on such Series 19 Conversion Date into an equal number of5 P4 Y+ R8 @. {
Preferred Shares Series 18. Additionally, if the Bank determines that, after' l: [/ n6 }6 @- M- x
conversion, there would be outstanding on such Series 19 Conversion Date
, t) \6 R% ~4 O1 M1 N8 kless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares) l2 k3 _3 p2 ^, `. J* E% ]5 R- [5 l
Series 19 will be converted into Preferred Shares Series 18.0 n: u [' P* s5 {$ \) u ^
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ z4 l' _9 N; K9 N+ i3 D- `# {" ~
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
: ~! R+ M; T1 }9 }any meeting of the shareholders of the Bank unless and until the first time at
* G. w2 g* U: }6 M5 ?1 a& Xwhich the Board of Directors has not declared the whole dividend on the
9 s5 O2 |4 L" x, Z) T! n. z4 uPreferred Shares Series 19 in any quarter. In that event, subject as
7 @2 E. L4 e9 |+ _hereinafter provided, the holders of Preferred Shares Series 19 will be9 r! M! M' P. U1 ]8 H1 y
entitled to receive notice of, and to attend, meetings of shareholders at which
% T+ e# g+ |) r# _7 g+ Hdirectors of the Bank are to be elected and will be entitled to one vote for) q! Q9 {2 C! P$ ^7 B7 y- K9 k. l
each Preferred Share Series 19 held. The voting rights of the holders of the/ y }/ M! b, O* b( R
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of7 W8 v1 A* K/ B2 Y8 y7 S
the first dividend on the Preferred Shares Series 19 to which the holders are
( k- s$ M( j4 \! Q: f8 `- |8 mentitled thereunder subsequent to the time such voting rights first arose until
5 f; F! e; k" @, a. A& F0 `such time as the Bank may again fail to declare the whole dividend on the
5 ^8 V, s; C- E& \3 x7 y# x9 MPreferred Shares Series 19 in respect of any quarter, in which event such& ~. ?9 t/ w6 z% p6 z
voting rights will become effective again and so on from time to time.# C. j, r$ m! [
S-6
6 |4 s9 J' I# W$ w7 E7 X) xPriority: The preferred shares of each series of the Bank will rank on a parity with
' w" i& U7 N+ y9 A. G N/ V _9 N* devery other series and are entitled to preference over the common shares of& M& G) ]7 t: M. l+ q
the Bank and over any other shares of the Bank ranking junior to the; T7 T% p: ^3 V+ `9 u
preferred shares with respect to the payment of dividends and upon any! }/ w+ Z2 r& F* U* H
distribution of assets in the event of the liquidation, dissolution or
) ^: E+ A! k3 J0 h: s1 W2 awinding-up of the Bank.' R& M0 W* @, E" o9 Y
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under1 [$ ~# q9 F) r
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
, B, A, ?+ T7 h$ T" d7 W+ MSeries 18 and Preferred Shares Series 19 will not be required to pay tax on# |0 U8 c$ p, Y$ ~* D
dividends received on such shares under Part IV.1 of such Act. |
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