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发表于 2008-11-29 16:58
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下面是BMO的:
( @" V5 q% d6 R7 V* ^SUMMARY OF THE OFFERING! m) V8 d; ^0 U+ [* d$ N: _
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’’.
1 R/ z& U& U7 P9 p2 iIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18., W2 p! R' K) S% p
Amount: $150,000,000 (6,000,000 shares).
0 E1 w/ s/ S- x$ PPrice and Yield: $25.00 per share to yield initially 6.50% per annum.8 E% w0 S4 i8 q; ~5 V* d; C, @
Principal Characteristics of the Preferred Shares Series 18
& o, V e- S0 kDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
% m! ~/ U6 e0 L" [0 P; L0 k" inon-cumulative preferential cash dividends, as and when declared by the$ B' D! _( _3 N$ O
Board of Directors, subject to the provisions of the Bank Act, for the initial! J. y& C( L4 ?7 }' k
period commencing on the closing date and ending on and including
3 J. i6 U4 B3 ^" _' X3 aFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
9 e! [! u0 Z8 z/ Y+ n! J g% w25th day of February, May, August and November in each year, at a rate
0 P( r2 V5 S0 j3 q$ A( `2 T4 Eequal to $0.40625 per share. The initial dividend, if declared, will be payable( S0 W# K* u9 O y$ I8 r
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
4 o A7 j! y5 `$ i! ldate of December 11, 2008.8 C$ z/ [ ?" o& W) g# d4 V( I& l
For each five-year period after the Initial Fixed Rate Period (each, a$ W& Q' Y2 Y- b4 ]) Y
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
& W1 @: I' N) W+ a+ a) g# {Series 18 will be entitled to receive fixed non-cumulative preferential cash
& i; a8 H8 S- t4 L7 [7 Jdividends, as and when declared by the Board of Directors, subject to the) J- k# O3 L! s" D1 S' {: r8 g
provisions of the Bank Act, payable quarterly on the 25th day of February,
% F7 Q# K) a; Q! W4 n. yMay, August and November in each year, in the amount per share per annum
6 H" X7 n+ s; \determined by multiplying the Annual Fixed Dividend Rate applicable to
( `+ \/ U# ?2 }: Nsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
2 G+ Z& [; D; u$ ?! o- NRate for the ensuing Subsequent Fixed Rate Period will be determined by the* _9 H. `. ?- w* f1 m
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day4 q7 w3 ?4 r8 Q4 R
of such Subsequent Fixed Rate Period and will be equal to the sum of the
v' R. t; A# FGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
$ U6 p: T. K. e0 V0 j* y0 bplus 3.83%.% b- f0 P) b* K1 b/ i
If the Board of Directors does not declare a dividend, or any part thereof, on
6 d! _9 A. B6 @8 V! L" {the Preferred Shares Series 18 on or before the dividend payment date for a
" z1 Y% h& z5 z( zparticular quarter, then the entitlement of the holders of the Preferred) s0 E, D" c% F+ j* D5 c
Shares Series 18 to receive such dividend, or to any part thereof, for such/ T4 ~8 k/ z( v4 e- s5 N5 p6 t
quarter will be forever extinguished.3 k- z8 n0 n) b' o7 M" G6 v
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
6 s( n# F; j" u" P* sSuperintendent and to the provisions described below under ‘‘Details of the, @& N4 ?6 L+ S' f! G* ~, s# I
Offering — Certain Provisions of the Preferred Shares Series 18 as a- A) u4 U5 J( g0 d ?
Series — Restrictions on Dividends and Retirement of Shares’’, on
$ y) q, b2 L% W5 DFebruary 25, 2014 and on February 25 every five years thereafter, on not) }! w+ H" C; j- C5 Z
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
- Y5 v! y* H5 Upart of the then outstanding Preferred Shares Series 18, at the Bank’s option
[3 J. l- x0 T) \& ^without the consent of the holder, by the payment of an amount in cash for7 e2 j$ \& Y( r W) q5 d5 i
each such share so redeemed of $25.00 together with all declared and unpaid
5 D" E3 V" I7 o, h$ Z% @$ x9 ]+ qdividends to the date fixed for redemption.& |7 y; a4 s# S( ~4 w0 g5 |
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic N" V% }, O' o
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have) O! e9 @2 G' z) x% H+ a- [
the right, at their option, to convert, on February 25, 2014 and on! i: S) q4 K8 t$ _) _" R+ r
S-4" ^; f( x( z/ W! V! w
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
! G; k1 z; @' r4 c d: Sor all of their Preferred Shares Series 18 into an equal number of Preferred
$ {# P: k( K( b7 m/ FShares Series 19 upon giving to the Bank notice thereof not earlier than
& J( F! n8 v. u8 M8 t/ D4 b30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
! K& s# g9 O; v; t2 `( epreceding, a Series 18 Conversion Date.
" f3 \7 h8 p2 [* i( z4 zAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
; }1 M) W! T3 }+ q9 }$ wProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares& k. r6 k. C' I& L& _
Series 19, as the case may be, that there would be outstanding on such
& I; g$ c* g4 ]3 _. r4 b" n+ GSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
9 m& D/ | q: B& K; s2 Asuch remaining number of Preferred Shares Series 18 will automatically be
* y8 k" K0 w- F8 ?! gconverted on such Series 18 Conversion Date into an equal number of- l8 [6 R, q: j' K2 y
Preferred Shares Series 19. Additionally, if the Bank determines that, after
9 X. e' l& A( a9 p ]& w( Sconversion, there would be outstanding on such Series 18 Conversion Date& E. S9 o& w6 v1 B- ^! e
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
, |( `- } e8 @* M; K/ WSeries 18 will be converted into Preferred Shares Series 19.
. U! [3 q) N$ P7 J; f9 f6 s& l! _$ @9 ~Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares# z4 }" x; Z* O
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
7 i- B' O' ]$ ^any meeting of the shareholders of the Bank unless and until the first time at8 z. x* r% u" E1 D7 P9 r# b8 K. k
which the Board of Directors has not declared the whole dividend on the
: P4 d: W( W! g# q8 W: f5 `Preferred Shares Series 18 in any quarter. In that event, subject as
" \) ?2 @9 K" R4 d0 P( @hereinafter provided, the holders of Preferred Shares Series 18 will be
( @- M! `( ? Oentitled to receive notice of, and to attend, meetings of shareholders at which
- a% u" `4 b" ]6 v' Z3 ?directors of the Bank are to be elected and will be entitled to one vote for
' D% C6 f9 }$ T% m4 e" f0 @each Preferred Share Series 18 held. The voting rights of the holders of the. x+ v% u* B5 B# W
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
8 h+ F/ q9 ~8 A8 y& othe first dividend on the Preferred Shares Series 18 to which the holders are6 M: u- F4 `# O7 E$ e! Q- c
entitled thereunder subsequent to the time such voting rights first arose until& E: r$ Y% r7 X0 v& W5 H- w" u" K
such time as the Bank may again fail to declare the whole dividend on the
8 t% |. u( ]; \, W9 z& jPreferred Shares Series 18 in respect of any quarter, in which event such
7 t h" W. p" m9 F( evoting rights will become effective again and so on from time to time.+ f9 N3 x& _5 Y& P$ p9 W
Principal Characteristics of the Preferred Shares Series 19
) E; u3 h" _+ ^; d* G: p* ?/ Y# U9 ~Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive8 O! V1 S( Q h$ Y: ]
floating rate non-cumulative preferential cash dividends, as and when* @' k* _; U. b: }4 p- p2 ]
declared by the Board of Directors, subject to the provisions of the Bank Act,3 ], u; L# H& g5 Q
payable quarterly on the 25th day of February, May, August and November- d- C7 V# d, [$ c' m# E
in each year, in the amount per share determined by multiplying the
# v9 F( J# ^5 @2 z: Papplicable Quarterly Floating Dividend Rate by $25.00.- k0 ~& r& ^: N' t1 ?
On the 30th day prior to the commencement of the initial quarterly dividend) \& x$ q5 Z* F3 o
period beginning on February 25, 2014, and on the 30th day prior to the first
+ e5 [5 O! G* U3 V+ k+ Q' O0 ^# Xday of each subsequent quarterly dividend period (the initial quarterly
6 \4 X7 @. L" }. r3 s; Y m6 k: Hdividend period and each subsequent quarterly dividend period is referred to
, w7 ^3 c& P& u Las a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the! f8 ]( J0 y& D5 Y" V; z
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
% b; G- h' e' j5 i% X0 z3 DPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the* G _, s+ k. [& R8 Y$ o
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
3 @' u2 z* ?1 x3 L3 Z+ Pelapsed in the applicable Quarterly Floating Rate Period divided by 365). [! ]0 p7 L; o) F5 [
determined on the 30th day prior to the first day of the applicable Quarterly
2 L5 S* w+ A& HFloating Rate Period.
' i* `& d1 b, V3 d. DS-5
1 G# }- Y' x% p9 g1 l# XIf the Board of Directors does not declare a dividend, or any part thereof, on
' H7 }% ~5 N& ]0 ]the Preferred Shares Series 19 on or before the dividend payment date for a
2 n/ l6 F i E: K3 ?5 h" Wparticular quarter, then the entitlement of the holders of the Preferred$ L% a/ p: k2 @! ~7 R4 ^
Shares Series 19 to receive such dividend, or to any part thereof, for such
1 J' U. g) R: E" X1 iquarter will be forever extinguished.3 i. i9 m0 }8 P- R1 W8 r s: q
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the$ \* k, p! [8 o& k$ d* d, {
Superintendent and to the provisions described below under the heading. @6 V' a O: v; e' k9 @8 J
‘‘Details of the Offering — Certain Provisions of the Preferred Shares. i. o# S, \8 c8 g
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
8 E3 C3 y. p% a5 _) C8 {0 p( S/ L! m8 Xon not more than 60 nor less than 30 days’ notice, the Bank may redeem all! K0 k6 I/ L3 X* y/ _1 e. o
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s1 c$ x: @5 x& w& a7 R- C) X3 b
option without the consent of the holder, by the payment of an amount in
1 M$ p. v" P l# H( b$ ^( [( Y) ^1 Mcash for each such share so redeemed of (i) $25.00 together with all declared* }! D, {) v/ O7 N( u
and unpaid dividends to the date fixed for redemption in the case of
2 {7 J$ a3 s. f1 ~0 \# G3 Uredemptions on February 25, 2019 and on February 25 every five years* B a8 q! N/ l$ S4 G
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to9 u$ e$ v( Z: l: G
the date fixed for redemption in the case of redemptions on any other date
8 R8 Z }& X' U6 R. H. Ron or after February 25, 2014.2 a/ D' i4 a: P. p
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
: ]% M; h. b; \Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have' L' H& }$ [+ S: p$ l X8 P
the right, at their option, to convert, on February 25, 2019 and on: j& W0 y$ ]7 y
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
) s7 [# j& n( Uor all of their Preferred Shares Series 19 into an equal number of Preferred$ `4 ?, K: q/ ~( \' }
Shares Series 18 upon giving to the Bank written notice thereof not earlier
3 x1 B/ O1 f( o+ W- |than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the! @ ?/ S B* t+ u. g
15th day preceding, a Series 19 Conversion Date.- G! z0 P T& |9 Z3 t1 \) P' [: v
Automatic Conversion If the Bank determines, after having taken into account all shares tendered0 b+ V0 ^4 H5 |% d0 u' h
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares; ] @& L7 T; i, `; o: z
Series 18, as the case may be, that there would be outstanding on such$ L! c5 y1 f- j& z) i
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
/ P7 T# q. K, c% `3 B/ Wsuch remaining number of Preferred Shares Series 19 will automatically be
6 T5 b5 K6 M5 T6 Z; z& m1 W# |converted on such Series 19 Conversion Date into an equal number of) ~+ T; [4 L; Y2 w
Preferred Shares Series 18. Additionally, if the Bank determines that, after6 }- G7 r: D1 i+ r* d! [' P
conversion, there would be outstanding on such Series 19 Conversion Date
0 U7 _. u7 t8 sless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares$ E3 ~; q% ]( m% \
Series 19 will be converted into Preferred Shares Series 18.
* f$ w1 E s0 p) f& l: r9 R3 aVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 _) |9 d O# R4 s' n! T0 y6 [
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
9 q5 o8 ?' ]+ [6 fany meeting of the shareholders of the Bank unless and until the first time at
' }" Q* z$ }3 E- t. [+ owhich the Board of Directors has not declared the whole dividend on the
# W$ N. ^: {/ O% e3 D; n( [Preferred Shares Series 19 in any quarter. In that event, subject as# ?* J) F1 |- i$ Y( R
hereinafter provided, the holders of Preferred Shares Series 19 will be( l$ }5 o2 m! @+ a( d% ~
entitled to receive notice of, and to attend, meetings of shareholders at which
- C7 o! g8 q t" o' E$ N, t9 m W: udirectors of the Bank are to be elected and will be entitled to one vote for+ v4 u2 m" F' j/ _
each Preferred Share Series 19 held. The voting rights of the holders of the
: N6 ?3 `9 }% m8 {. OPreferred Shares Series 19 will forthwith cease upon payment by the Bank of r+ x# [' _3 Z' Q
the first dividend on the Preferred Shares Series 19 to which the holders are/ e- ]4 b/ d+ v* n
entitled thereunder subsequent to the time such voting rights first arose until, f! g/ D* q* U+ m4 q
such time as the Bank may again fail to declare the whole dividend on the I* A+ S) O5 n& ^, J
Preferred Shares Series 19 in respect of any quarter, in which event such2 R$ o+ k% h9 Y+ S
voting rights will become effective again and so on from time to time.
9 h5 A: O; q# M2 [( G! p _S-6
4 x. \8 [$ x' gPriority: The preferred shares of each series of the Bank will rank on a parity with
6 U4 V: e5 r8 v/ m% A* fevery other series and are entitled to preference over the common shares of2 t1 A9 c# f0 ^3 u* c
the Bank and over any other shares of the Bank ranking junior to the7 X5 a' Q& n I3 Q0 g+ N
preferred shares with respect to the payment of dividends and upon any- Y9 \8 l3 U8 `' T U- ?
distribution of assets in the event of the liquidation, dissolution or
# w+ B! x' ]) qwinding-up of the Bank.8 Y1 X; a% @8 G/ }* j
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
. l5 u& v8 A# j6 @( P9 IDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
, P! i! q% _7 X! `2 H' V8 {Series 18 and Preferred Shares Series 19 will not be required to pay tax on
- }( q* \8 J" \ Gdividends received on such shares under Part IV.1 of such Act. |
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