 鲜花( 26)  鸡蛋( 0)
|

楼主 |
发表于 2008-11-29 16:58
|
显示全部楼层
下面是BMO的:
. H! W* @6 {, r8 z: ?SUMMARY OF THE OFFERING
+ T" I, ^. m! K9 q; j8 Y, i. 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’’.
8 X/ C" y# U( v7 ^+ Q" GIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.# h5 [( v0 k6 O3 K
Amount: $150,000,000 (6,000,000 shares).! c6 D8 b! C: _5 o2 h0 |9 f/ {
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
7 L# R; {* ]6 _1 t4 J/ D7 j3 W% o% m, lPrincipal Characteristics of the Preferred Shares Series 18
' U2 |3 C- R9 ?. I; GDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
; `# M8 W3 \: `, Dnon-cumulative preferential cash dividends, as and when declared by the
$ V7 h6 ^& b9 w! _6 pBoard of Directors, subject to the provisions of the Bank Act, for the initial9 V( A1 E. K6 t6 \
period commencing on the closing date and ending on and including; a' g0 h* y0 _" ^6 p) a/ }" \0 ~
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
4 j% g# s0 g* f4 y25th day of February, May, August and November in each year, at a rate) W5 v+ }) K: |7 D0 X5 D
equal to $0.40625 per share. The initial dividend, if declared, will be payable
7 M( e9 L" J( T6 L* l4 b1 f5 _% j; eMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing( K3 n1 L, I8 N( X/ \. v4 D6 |1 E
date of December 11, 2008.- |" C/ B+ Y( F3 x8 W J6 C
For each five-year period after the Initial Fixed Rate Period (each, a/ C8 E: \5 }( ^( h* f( i x
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares0 Z, h# c+ e$ ?/ Q) u- D) f
Series 18 will be entitled to receive fixed non-cumulative preferential cash5 H5 H/ F! e- i' K) N& S
dividends, as and when declared by the Board of Directors, subject to the
& B# ] |1 |& i: o% ?( A$ x( v2 Iprovisions of the Bank Act, payable quarterly on the 25th day of February,$ O, J* x& g3 m% k+ v
May, August and November in each year, in the amount per share per annum! t: Q/ t& g" z
determined by multiplying the Annual Fixed Dividend Rate applicable to& j9 o( w Z7 K, r
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend0 O2 b. g# a/ o
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
5 O8 o6 ^# M8 Q; d1 M5 ~Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day# u+ ?) [! t" X9 C: v
of such Subsequent Fixed Rate Period and will be equal to the sum of the7 q7 e/ f7 C$ b
Government of Canada Yield on the applicable Fixed Rate Calculation Date
9 W$ N2 k3 M1 f: Y) g5 P& Gplus 3.83%.
: ~7 e* r% ^' f1 `0 ?, aIf the Board of Directors does not declare a dividend, or any part thereof, on6 z {/ b5 E- O+ b. z# ]1 f
the Preferred Shares Series 18 on or before the dividend payment date for a
3 z& ~: c" ], J$ f+ e7 V ^7 u, Vparticular quarter, then the entitlement of the holders of the Preferred2 p* q" {/ D9 P6 V( Q1 o
Shares Series 18 to receive such dividend, or to any part thereof, for such6 A' t! L8 r! T' e! w) h$ r- t
quarter will be forever extinguished.
, J/ f% X0 v v0 T' K! ]Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
: `( [0 g: g/ j! i: }Superintendent and to the provisions described below under ‘‘Details of the
) T6 i. o! C7 y( wOffering — Certain Provisions of the Preferred Shares Series 18 as a
0 B# F& i9 T; b, ]$ ]% USeries — Restrictions on Dividends and Retirement of Shares’’, on
) i$ \0 O0 V- O0 n% ]+ qFebruary 25, 2014 and on February 25 every five years thereafter, on not
2 U2 |4 K7 `8 b5 A) ]+ W0 H1 }more than 60 nor less than 30 days’ notice, the Bank may redeem all or any" f3 H* @: a. s) C' j$ M
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
8 K+ P" Q/ I/ owithout the consent of the holder, by the payment of an amount in cash for( U4 n( ^3 E B. O* h$ f* p
each such share so redeemed of $25.00 together with all declared and unpaid6 [) E, L1 z' }0 T* M+ L
dividends to the date fixed for redemption.
! W! w& M. C3 e" r2 ]: n" S# sConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic b# B+ s4 W7 a2 c& l
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
7 V" s5 E7 ? W% I, Y9 Dthe right, at their option, to convert, on February 25, 2014 and on( `0 Y% T+ }& d; _8 [6 l
S-4
2 V, T! r- V$ H/ [5 zFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
4 x k% D) ~8 q& P5 vor all of their Preferred Shares Series 18 into an equal number of Preferred$ g) s! r7 x3 k" h
Shares Series 19 upon giving to the Bank notice thereof not earlier than
# L. }) r3 g+ x30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
. x& V1 O- _" x) l- U# tpreceding, a Series 18 Conversion Date.
& V# _# }) o& O7 L. i2 A6 l/ D5 UAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
) F' N; W+ Q4 f& c/ y3 GProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares" I* Z( `) ~5 X+ p/ g
Series 19, as the case may be, that there would be outstanding on such
/ A% j" D+ P O" b5 v$ j% U8 OSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
! _' }2 e. V6 L C- J$ _such remaining number of Preferred Shares Series 18 will automatically be6 Y" m& R" ?5 Y8 c
converted on such Series 18 Conversion Date into an equal number of
- z7 f t7 \. B8 J7 N7 ePreferred Shares Series 19. Additionally, if the Bank determines that, after
) ]. X6 ^' p2 E! i% kconversion, there would be outstanding on such Series 18 Conversion Date
4 a" f3 ?6 g$ c2 A$ z' pless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
( R+ i1 r% Q. O8 E2 V( uSeries 18 will be converted into Preferred Shares Series 19.0 K ]7 r5 S- ^% Y
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares& |$ T. f- C) C' c8 L
Series 18 will not be entitled as such to receive notice of, attend, or vote at,. ]. N/ o/ V' U
any meeting of the shareholders of the Bank unless and until the first time at
" h( L9 o6 X% I( z- ywhich the Board of Directors has not declared the whole dividend on the
# s+ x& E( c- m) _Preferred Shares Series 18 in any quarter. In that event, subject as
9 a" ~' C- t# I+ G# }4 Q# ?3 Hhereinafter provided, the holders of Preferred Shares Series 18 will be
7 U: E5 q! l: D) ?7 pentitled to receive notice of, and to attend, meetings of shareholders at which
2 u1 k+ ?8 R5 {2 Edirectors of the Bank are to be elected and will be entitled to one vote for
2 Y& \8 L9 w( x. X1 w% R4 ceach Preferred Share Series 18 held. The voting rights of the holders of the4 B' V" a: L0 v& s" [
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
- h" N9 x( L; T4 A# E, e8 Ithe first dividend on the Preferred Shares Series 18 to which the holders are' i$ L7 d1 @! g6 I( a" y
entitled thereunder subsequent to the time such voting rights first arose until* s: N* o$ b, ?/ E
such time as the Bank may again fail to declare the whole dividend on the( O: Z8 y' C3 T1 n
Preferred Shares Series 18 in respect of any quarter, in which event such
, ]3 P5 d# Y% s" ^4 ^6 evoting rights will become effective again and so on from time to time.
/ f4 z3 m: J8 j- H/ oPrincipal Characteristics of the Preferred Shares Series 19
; g; Q& h s) }( q. N" _! F5 JDividends: The holders of the Preferred Shares Series 19 will be entitled to receive' R* k& M& d4 N0 h0 L, J! r8 w
floating rate non-cumulative preferential cash dividends, as and when8 i, c- l7 A5 B4 Q" E
declared by the Board of Directors, subject to the provisions of the Bank Act,
1 Y" P: M" `# ^, ~+ h7 C% b8 Ppayable quarterly on the 25th day of February, May, August and November
. L. [; W, D0 {in each year, in the amount per share determined by multiplying the( Y! u$ i1 @- y
applicable Quarterly Floating Dividend Rate by $25.00.- t+ Q8 U9 j, S" ]0 S5 s3 l" n
On the 30th day prior to the commencement of the initial quarterly dividend
( _- E* F7 \; V' b9 p( B& Speriod beginning on February 25, 2014, and on the 30th day prior to the first5 N9 F! r6 r/ b& m/ i% j& k
day of each subsequent quarterly dividend period (the initial quarterly+ V9 y/ j2 m3 s$ b) O2 f
dividend period and each subsequent quarterly dividend period is referred to
: y" P7 `! Z& L" U* n6 Y* q, K+ Las a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the2 v* M; J! ~% l$ ]1 V/ W
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
+ @+ c/ A2 w0 s. w9 ?. Y3 z+ wPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
" ^7 Y$ L. _3 r3 zT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days+ t* a" P. v. }4 }# ~/ X
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
7 K h2 U' ?2 Z: k' @$ E' ]; a ndetermined on the 30th day prior to the first day of the applicable Quarterly3 j: `- }+ L% l+ [3 X
Floating Rate Period.) V5 N+ E) w2 \6 K- m
S-5
9 N3 p+ k% O' b6 y0 i$ Y3 {If the Board of Directors does not declare a dividend, or any part thereof, on
* F. _, s: o$ X$ j+ [the Preferred Shares Series 19 on or before the dividend payment date for a
, v7 p) m5 S1 [3 I8 g6 aparticular quarter, then the entitlement of the holders of the Preferred1 U; u/ R R: g5 _
Shares Series 19 to receive such dividend, or to any part thereof, for such
8 `( S9 d: Z+ j, e4 }- ?" bquarter will be forever extinguished.
) o7 N8 }( \4 vRedemption: Subject to the provisions of the Bank Act and to the prior consent of the" r6 s& O- p! F6 y7 o. R
Superintendent and to the provisions described below under the heading) O6 S6 t' i* a
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
* a' Q* }0 e+ b$ J6 C, Z) Y, QSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
# t% \* I+ J: e6 n* Z. won not more than 60 nor less than 30 days’ notice, the Bank may redeem all
# @8 V/ u+ Q+ [1 _or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
3 n/ U$ T3 A2 X- x+ h! w! ?option without the consent of the holder, by the payment of an amount in* ` i s$ ^9 v- I
cash for each such share so redeemed of (i) $25.00 together with all declared0 n" G* W4 [8 f9 P! Y5 Z
and unpaid dividends to the date fixed for redemption in the case of4 q5 N; W7 i: h9 M% ^3 `
redemptions on February 25, 2019 and on February 25 every five years
' P/ }8 F- e& r" bthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
- O) l+ S- ^. _3 pthe date fixed for redemption in the case of redemptions on any other date7 s: C7 [, ]8 m8 q1 C
on or after February 25, 2014.% N* \* z6 @9 L$ v7 h- Z; M
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic3 B1 x# P$ q/ B& ?
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have; e2 `* j8 k' T+ E( d% G0 z' L
the right, at their option, to convert, on February 25, 2019 and on
$ ~+ Q( N& g$ M4 B5 P t jFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any6 y2 y) v6 U9 o
or all of their Preferred Shares Series 19 into an equal number of Preferred+ }% ^: k+ b- ]0 p2 N- t
Shares Series 18 upon giving to the Bank written notice thereof not earlier
; u" z+ v1 k% }: ]' rthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
/ w4 r R; p8 O15th day preceding, a Series 19 Conversion Date.: A9 x8 j" c$ s) x3 d: l. k
Automatic Conversion If the Bank determines, after having taken into account all shares tendered8 r! P# e$ ^! L% {" w6 U1 I( f7 E1 _
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
% E+ Z7 P6 G* h' G/ t1 l2 s8 X& O8 aSeries 18, as the case may be, that there would be outstanding on such
U2 x B6 v. Y" N6 o+ ^- O4 XSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,; W( ^5 y6 q7 i
such remaining number of Preferred Shares Series 19 will automatically be
1 q& T; v% G. Q& Y+ Vconverted on such Series 19 Conversion Date into an equal number of. c& O2 j" K! R' b$ L, p
Preferred Shares Series 18. Additionally, if the Bank determines that, after5 Q2 Q0 C; ] q6 i# G2 W
conversion, there would be outstanding on such Series 19 Conversion Date
- i& E0 }8 C4 s/ E* rless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
/ \" m/ o9 Y8 P# e1 ~/ h% iSeries 19 will be converted into Preferred Shares Series 18.
) |* ]7 P N; E0 k0 XVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
0 l1 Z3 f/ V( R; i, i8 X* ESeries 19 will not be entitled as such to receive notice of, attend, or vote at,
, y! Z( ?: A1 P8 z$ R) H+ n- lany meeting of the shareholders of the Bank unless and until the first time at, X; A/ z3 S/ ~8 D
which the Board of Directors has not declared the whole dividend on the; f4 T1 Y4 f* }5 D( {4 P
Preferred Shares Series 19 in any quarter. In that event, subject as
. f$ y/ @& J$ D$ Qhereinafter provided, the holders of Preferred Shares Series 19 will be
* d8 F9 R2 s( z0 r2 o! Gentitled to receive notice of, and to attend, meetings of shareholders at which
2 V7 Q% m& t2 k! Udirectors of the Bank are to be elected and will be entitled to one vote for# e4 k) E; n5 O% R- P$ V
each Preferred Share Series 19 held. The voting rights of the holders of the# f3 z" s& a9 t* D* _
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of' n% n6 M6 X9 D" Z- O
the first dividend on the Preferred Shares Series 19 to which the holders are
3 d6 d: \( v$ k: g! ^! Zentitled thereunder subsequent to the time such voting rights first arose until
; y6 h/ ~. {% ^/ }9 Z: }% W+ ~such time as the Bank may again fail to declare the whole dividend on the
# @( B7 M* j; E( }% v5 pPreferred Shares Series 19 in respect of any quarter, in which event such
% c. P6 b5 {' C# w% Q: zvoting rights will become effective again and so on from time to time.+ m2 Y' T. l1 i2 R) M1 V
S-6/ E5 @" b3 l' ?2 O& u; Q
Priority: The preferred shares of each series of the Bank will rank on a parity with
, |$ n$ a; r+ Y4 c) p7 A# x! `every other series and are entitled to preference over the common shares of
) x9 L) K& p( J! ~the Bank and over any other shares of the Bank ranking junior to the
6 q: x" b I* B, tpreferred shares with respect to the payment of dividends and upon any
6 X+ d$ o- V: Ldistribution of assets in the event of the liquidation, dissolution or, M O& N' N9 T4 c$ m! C1 k
winding-up of the Bank.& t; ?( w5 t, u+ D, k
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under3 n6 C- ~, b( ]3 ^. _+ R2 s* r% q
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
- C/ T1 E% l2 }& KSeries 18 and Preferred Shares Series 19 will not be required to pay tax on& Y J# s& @8 ^+ K* M2 T8 |
dividends received on such shares under Part IV.1 of such Act. |
|