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发表于 2008-11-29 16:58
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下面是BMO的:
. a7 p* N5 _, q% cSUMMARY OF THE OFFERING- t; k9 N% w* T+ V; b, Q8 `: P, h
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’’.
( d V# W3 ]2 h3 xIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
! ?( o: T$ R; {8 y) JAmount: $150,000,000 (6,000,000 shares).9 h" B9 l$ q8 ]( o
Price and Yield: $25.00 per share to yield initially 6.50% per annum." D( D6 Q" W9 f# E1 [
Principal Characteristics of the Preferred Shares Series 18! [) `2 m/ Q4 c( f- y% [5 j5 B5 p
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed2 ^ }- R: w4 G
non-cumulative preferential cash dividends, as and when declared by the
0 s8 v/ U, z/ G8 o) yBoard of Directors, subject to the provisions of the Bank Act, for the initial
7 E5 n" a. ?' I7 R. ^3 M7 I' |4 Nperiod commencing on the closing date and ending on and including
: g/ [! x+ ~; H9 r# @& QFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the' U+ V- d; b5 W9 C% H
25th day of February, May, August and November in each year, at a rate
/ h B( T& ^9 D# requal to $0.40625 per share. The initial dividend, if declared, will be payable6 g- X6 u8 [$ i. b9 o J2 U) B
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
1 U8 S, a) y# ~! ndate of December 11, 2008.
3 v& @6 G! t# L6 d! Z( |For each five-year period after the Initial Fixed Rate Period (each, a a* U( A5 S$ o2 A
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
8 U) \7 w/ P, G) {1 b, q% t% ?Series 18 will be entitled to receive fixed non-cumulative preferential cash0 l) m u! x9 F. Z1 @
dividends, as and when declared by the Board of Directors, subject to the* w9 D+ U; N( |0 q0 b
provisions of the Bank Act, payable quarterly on the 25th day of February, b" h6 F6 Y, `) K& J# m
May, August and November in each year, in the amount per share per annum
9 z+ E( a' ?! e, L# ~2 G2 w7 Edetermined by multiplying the Annual Fixed Dividend Rate applicable to
( H4 R# L8 b& M6 G# v, [+ ^# Dsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
R: _1 ^8 F; N3 ^( i6 [Rate for the ensuing Subsequent Fixed Rate Period will be determined by the5 b0 I- t, {# a% x2 B
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day5 P: @/ o7 ]7 H0 W0 Q0 w5 A. @
of such Subsequent Fixed Rate Period and will be equal to the sum of the9 P6 U/ [+ b1 \" `# o
Government of Canada Yield on the applicable Fixed Rate Calculation Date
! Y3 M/ k! r' d# h7 h$ Iplus 3.83%.8 l. s% y0 i1 Q/ G9 P3 v+ q
If the Board of Directors does not declare a dividend, or any part thereof, on
/ |$ y! k [4 A* l$ vthe Preferred Shares Series 18 on or before the dividend payment date for a
: V9 O% s6 k- Q/ p2 aparticular quarter, then the entitlement of the holders of the Preferred
% A" l. m0 c6 F' |/ P3 eShares Series 18 to receive such dividend, or to any part thereof, for such8 w1 I- B$ S1 J5 ~+ v$ o- j
quarter will be forever extinguished./ u8 @. w* P, c9 F0 q4 S
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
" C8 X' _' H$ h& K& qSuperintendent and to the provisions described below under ‘‘Details of the5 E" z2 s4 N* p- _ H% _
Offering — Certain Provisions of the Preferred Shares Series 18 as a; H5 P$ K. t7 F3 \5 C
Series — Restrictions on Dividends and Retirement of Shares’’, on* M0 A1 L2 K0 I. S5 w; M
February 25, 2014 and on February 25 every five years thereafter, on not
" u* ]; X2 c i" P* o+ ?more than 60 nor less than 30 days’ notice, the Bank may redeem all or any0 b5 [7 E Z0 n7 P
part of the then outstanding Preferred Shares Series 18, at the Bank’s option6 P8 P# x( d. ^6 i- z
without the consent of the holder, by the payment of an amount in cash for" ~. m4 F9 [5 P" t. O' U+ D5 ^
each such share so redeemed of $25.00 together with all declared and unpaid
& M- B( B1 V: `% Fdividends to the date fixed for redemption.
) G: d% q# ^3 a! @Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic' s/ D8 G/ O; Q- S/ n5 e* F
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have0 K5 A! b# e( n2 W* m
the right, at their option, to convert, on February 25, 2014 and on/ ]4 @: j1 r7 P+ |& H3 C
S-4
$ _! n: B, f# a8 I/ T" X ZFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
( p6 f+ _" g/ }# Y2 t( Gor all of their Preferred Shares Series 18 into an equal number of Preferred* g+ O& j, d5 d1 Z: _, e9 v+ V; f
Shares Series 19 upon giving to the Bank notice thereof not earlier than
: z/ O. A* e" M; o9 x* n6 F5 Y30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
8 L7 I, S+ { D% P; ]; m, qpreceding, a Series 18 Conversion Date.' O, M* h. |2 H8 F5 g6 K
Automatic Conversion If the Bank determines, after having taken into account all shares tendered% F! d' x2 N& Z$ E/ Y
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
0 O, q. P# O. N% r& @Series 19, as the case may be, that there would be outstanding on such
8 Z$ C- W# _! y0 r9 d- s- o$ eSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
/ c7 t8 Y) y) r5 o9 Q+ ksuch remaining number of Preferred Shares Series 18 will automatically be
_0 B! p$ S# ^% Oconverted on such Series 18 Conversion Date into an equal number of
1 X2 R9 A. m9 V0 gPreferred Shares Series 19. Additionally, if the Bank determines that, after( L# L! `" e2 W% k
conversion, there would be outstanding on such Series 18 Conversion Date9 X+ N4 S( O5 k e5 [3 m+ t
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
3 `! u b* l% J" a# W' ~Series 18 will be converted into Preferred Shares Series 19.) l9 J9 A* h# v p
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
" O% e! e4 Q' eSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
8 U& d$ X' l( t: @, B) Y5 E/ G: Eany meeting of the shareholders of the Bank unless and until the first time at
6 P$ y* J0 ~1 @which the Board of Directors has not declared the whole dividend on the; G1 b% m2 w; Y' p
Preferred Shares Series 18 in any quarter. In that event, subject as
: S1 X- p0 J! i* t: F mhereinafter provided, the holders of Preferred Shares Series 18 will be
3 N' |* n/ b. a! U3 A) }- b6 Rentitled to receive notice of, and to attend, meetings of shareholders at which9 d3 D; Y8 J& k4 ~
directors of the Bank are to be elected and will be entitled to one vote for
( O8 ~& I* D6 b+ L; r& Weach Preferred Share Series 18 held. The voting rights of the holders of the" w" R. K# u& p) Q8 b, c/ P a
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of# F7 @+ D9 a! I B* o. I: K
the first dividend on the Preferred Shares Series 18 to which the holders are' P6 e+ j' V6 `3 p! D! n, v8 V0 d8 z
entitled thereunder subsequent to the time such voting rights first arose until& l" h. O) h; b
such time as the Bank may again fail to declare the whole dividend on the
+ n0 e' u/ Y9 K1 w+ x# g- d2 MPreferred Shares Series 18 in respect of any quarter, in which event such
% _9 f, H+ o6 u1 ^: m7 r2 Nvoting rights will become effective again and so on from time to time.% {) F/ W4 V2 z% S, g
Principal Characteristics of the Preferred Shares Series 194 Y C. M9 a" n
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
' k8 L/ L$ p; @5 bfloating rate non-cumulative preferential cash dividends, as and when0 A$ s5 Q& T) }' `
declared by the Board of Directors, subject to the provisions of the Bank Act,
# C, D! P! A* mpayable quarterly on the 25th day of February, May, August and November
+ S5 d9 V8 D3 [! {0 N6 I6 E6 c! Win each year, in the amount per share determined by multiplying the
6 L+ t; L7 }) sapplicable Quarterly Floating Dividend Rate by $25.00.
, U( u; m* _2 _7 WOn the 30th day prior to the commencement of the initial quarterly dividend
) y( \ I0 Z: \6 m$ eperiod beginning on February 25, 2014, and on the 30th day prior to the first
$ j9 P* g. z. z; B# {9 Z" v8 Bday of each subsequent quarterly dividend period (the initial quarterly
( Y) C! C! o) i8 ]1 Q/ h. t: Cdividend period and each subsequent quarterly dividend period is referred to9 t4 c5 d: Y( K. A( n
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the: f1 L H7 N9 l2 _# l, B2 M. i3 a
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
6 l+ \: x/ T0 `$ N# _* A1 xPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
! x( W- v, p7 R# f( p8 ST-Bill Rate plus 3.83% (calculated on the basis of the actual number of days3 i5 y( R! w/ O' n) ]4 v4 J- l/ X
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
( W, o5 Q/ m0 B6 Q, q6 a2 Z' Ndetermined on the 30th day prior to the first day of the applicable Quarterly$ M% V6 f% s6 I; ?/ x
Floating Rate Period.6 D6 e1 q3 g0 Y$ g9 T8 `
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' E1 ]7 X" P' ~+ y$ \If the Board of Directors does not declare a dividend, or any part thereof, on
# I# z: d4 w; m5 Lthe Preferred Shares Series 19 on or before the dividend payment date for a; [* U! ]- z( V: u' c
particular quarter, then the entitlement of the holders of the Preferred
) J3 d6 |7 F4 j; OShares Series 19 to receive such dividend, or to any part thereof, for such3 t! R4 v3 d% w' t
quarter will be forever extinguished.7 P6 r1 N% i0 r0 t9 b. `- x7 L! y
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the" M8 @8 l4 }& k" R' x1 }6 O6 L0 Z
Superintendent and to the provisions described below under the heading
* T0 v% G% `" Q0 X3 v/ a! ^- b, J‘‘Details of the Offering — Certain Provisions of the Preferred Shares
& [7 S8 E" B- d( w; C: F& ?5 ?Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,4 j/ ^7 h; q+ T% u7 m" V
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
( `5 r t3 F# _; o' Nor any part of the then outstanding Preferred Shares Series 19, at the Bank’s$ [* s5 K0 d4 c6 M
option without the consent of the holder, by the payment of an amount in1 R ?9 I( n+ C
cash for each such share so redeemed of (i) $25.00 together with all declared! u* M* R; K) B8 @
and unpaid dividends to the date fixed for redemption in the case of
/ T" O# p# l" v+ Sredemptions on February 25, 2019 and on February 25 every five years$ o3 d" k1 _% w- P8 w: ~8 W
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
! Q- g' \" ]) l% k% R9 p( {5 lthe date fixed for redemption in the case of redemptions on any other date4 d) s7 C& `2 b$ N/ |
on or after February 25, 2014." _1 H' s/ Z$ f7 [: I
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
' _9 u0 a- z2 `. aShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have* C7 Z5 V) e: k1 c# a/ |( ?
the right, at their option, to convert, on February 25, 2019 and on5 Z7 Y: Q1 f+ b; r, ]- C3 l
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any: `/ `+ S* I# y# a. z, n) Z2 W, `
or all of their Preferred Shares Series 19 into an equal number of Preferred
9 U7 }% X3 a+ u8 `$ ]/ u R+ p, K+ AShares Series 18 upon giving to the Bank written notice thereof not earlier
+ [$ p: n- v% E3 Q- H" nthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
. f" P- {! ?1 J15th day preceding, a Series 19 Conversion Date.
3 B& D1 F+ {8 M* x( R6 yAutomatic Conversion If the Bank determines, after having taken into account all shares tendered+ [9 N8 j1 v8 K* R1 M
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
# @- a t: A- t' }$ \Series 18, as the case may be, that there would be outstanding on such
: D A; x! J5 e* M. E* B! A7 KSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,$ M" C2 x, s0 [$ C6 i( g1 s, E
such remaining number of Preferred Shares Series 19 will automatically be
- g9 j6 I% {- rconverted on such Series 19 Conversion Date into an equal number of: f- Y2 l8 {5 z
Preferred Shares Series 18. Additionally, if the Bank determines that, after5 E$ M! h* p) ?: l. ?& q1 }
conversion, there would be outstanding on such Series 19 Conversion Date
2 S& k5 z* K0 @0 uless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares: T/ X1 u5 {& ~
Series 19 will be converted into Preferred Shares Series 18.' r6 z9 F1 Y( I. O$ F
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares% x& d D3 m6 E0 z7 W
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
, z7 E8 e: n" Z6 h! ^3 fany meeting of the shareholders of the Bank unless and until the first time at
# q: B+ T) L" nwhich the Board of Directors has not declared the whole dividend on the
2 Z* W6 L, A7 w: C2 u' { z' E$ BPreferred Shares Series 19 in any quarter. In that event, subject as
6 |, ]" _+ D% _8 `3 B/ dhereinafter provided, the holders of Preferred Shares Series 19 will be
( v) N4 D4 B; e- Q8 bentitled to receive notice of, and to attend, meetings of shareholders at which0 N$ G8 T5 H) x( k; a
directors of the Bank are to be elected and will be entitled to one vote for
6 ^+ f/ e3 m0 Geach Preferred Share Series 19 held. The voting rights of the holders of the% u( M1 A. ]: C5 O* t
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
5 T' r( _1 i( K) B8 ]7 Kthe first dividend on the Preferred Shares Series 19 to which the holders are
+ C& I3 }! v2 R1 X& jentitled thereunder subsequent to the time such voting rights first arose until
( o- r& ?* I! l2 X0 E3 }1 fsuch time as the Bank may again fail to declare the whole dividend on the
6 L) v1 l( w2 L& jPreferred Shares Series 19 in respect of any quarter, in which event such: b/ s" r! P7 W5 {9 n9 F+ Z+ N% c0 K
voting rights will become effective again and so on from time to time.0 G7 U" F7 M& f6 }
S-6
" u( |4 ?3 {) Z, ^: h0 F( NPriority: The preferred shares of each series of the Bank will rank on a parity with) m0 y. S* |* ~. a
every other series and are entitled to preference over the common shares of7 ?% z5 S8 k4 D7 ]0 C& D5 q4 {. g
the Bank and over any other shares of the Bank ranking junior to the. c, f/ p$ D, x9 R" z G2 {
preferred shares with respect to the payment of dividends and upon any3 ]* |8 O! N* q7 \, V0 X S7 I4 |
distribution of assets in the event of the liquidation, dissolution or: T7 r0 a; i2 x& R3 m$ K& v% H
winding-up of the Bank.2 s! L) Z8 H1 R
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under+ w" n8 z$ Z/ Q" o+ x
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares4 r) [0 Y; u$ z, C
Series 18 and Preferred Shares Series 19 will not be required to pay tax on* l+ Y8 Y) m* \* y
dividends received on such shares under Part IV.1 of such Act. |
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