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发表于 2008-11-29 16:58
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下面是BMO的:
) z% q& v& x* b( d1 iSUMMARY OF THE OFFERING
1 C: X" |" ^3 K" ?2 U+ tThis 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’’.- C/ P: C7 P6 k5 P2 E
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.4 e0 t+ w; W3 }' M" f; F9 T, ~4 T
Amount: $150,000,000 (6,000,000 shares).
6 [" _. t# V8 ?* dPrice and Yield: $25.00 per share to yield initially 6.50% per annum. ~' f0 D) r y4 L2 } V. N) l/ E
Principal Characteristics of the Preferred Shares Series 18
; C8 ~. C) V$ V/ Z. R' i/ IDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
+ a4 g" z& h% U! Mnon-cumulative preferential cash dividends, as and when declared by the p, G6 `7 z& G, e# I
Board of Directors, subject to the provisions of the Bank Act, for the initial
4 d$ ^8 m3 H1 x: h" Eperiod commencing on the closing date and ending on and including* p4 i0 a4 v2 z+ \4 y
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
( A) h3 z/ |3 Y( v: J. p25th day of February, May, August and November in each year, at a rate
2 e W* s: }" {equal to $0.40625 per share. The initial dividend, if declared, will be payable X( u* Q) V9 [
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing8 d' J" X. K, z" ~* ^
date of December 11, 2008.1 y8 T( f) U8 M5 z
For each five-year period after the Initial Fixed Rate Period (each, a
0 X( P: S9 J' M" j# [‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares1 M# |( }* {6 A1 f& ~5 k0 C* Z5 F
Series 18 will be entitled to receive fixed non-cumulative preferential cash
7 u2 C4 h! q! R( _4 Y; ?( p3 ?& s3 |dividends, as and when declared by the Board of Directors, subject to the! b% r0 Z" G, N! h' }' ^; \9 N
provisions of the Bank Act, payable quarterly on the 25th day of February,
' t1 k W. A' e% E8 k7 z9 _May, August and November in each year, in the amount per share per annum
+ n8 M" C7 S! S7 ~& ldetermined by multiplying the Annual Fixed Dividend Rate applicable to
: \3 R4 d/ e! z. r! Asuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
/ X+ L3 \: @: L8 k! ^/ s3 C) E6 YRate for the ensuing Subsequent Fixed Rate Period will be determined by the
$ H$ q& D# h2 Y0 E; Y" O+ wBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day1 S' e9 y/ p7 q" ?3 ]% z" F2 ^
of such Subsequent Fixed Rate Period and will be equal to the sum of the
! T- @4 L6 m6 } j$ l% g6 MGovernment of Canada Yield on the applicable Fixed Rate Calculation Date! G0 [2 n/ t0 @) t+ ^. ?! c
plus 3.83%.. \ L3 C9 |/ v: R2 @6 L% X+ L- s/ }6 j
If the Board of Directors does not declare a dividend, or any part thereof, on6 \( A' {5 Y; n( W. ?
the Preferred Shares Series 18 on or before the dividend payment date for a1 D: t4 O/ }: n- y! D/ ?4 J1 i
particular quarter, then the entitlement of the holders of the Preferred
* X" q" ^. R( i9 R: {Shares Series 18 to receive such dividend, or to any part thereof, for such
$ T: W. q% W i, Z2 r' I( _# Kquarter will be forever extinguished., w% t9 \* _ J* a5 r, l
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the$ Z' s9 _8 g& j# Y0 h# i7 v* A4 V
Superintendent and to the provisions described below under ‘‘Details of the
) S/ e) l# v* @+ FOffering — Certain Provisions of the Preferred Shares Series 18 as a; w! p% m2 E. J/ k
Series — Restrictions on Dividends and Retirement of Shares’’, on
, R- X6 o1 y+ y' F5 H' M) JFebruary 25, 2014 and on February 25 every five years thereafter, on not# E6 S3 ?8 i. f! Y/ Z, H
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
9 j, m/ D5 M8 w% o4 j' Y4 s! x, Gpart of the then outstanding Preferred Shares Series 18, at the Bank’s option: S7 r0 @2 k7 L+ q; ?
without the consent of the holder, by the payment of an amount in cash for
3 m! a( \5 L1 w) `each such share so redeemed of $25.00 together with all declared and unpaid
( ]- C2 Y! a# O7 V7 Zdividends to the date fixed for redemption.
% \# x$ i2 r/ _# `; eConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
/ D; U. A. U" @* L E/ G3 ^; GShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
' S' z9 a+ |7 `3 {+ K; y% ?the right, at their option, to convert, on February 25, 2014 and on
; o, A5 p7 e/ }7 i xS-4/ U1 L5 f. _+ d2 s" y0 ^2 j
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any2 g2 V3 W+ ` P ]' k8 o# c
or all of their Preferred Shares Series 18 into an equal number of Preferred
0 w; ?+ _5 |, w; ^! X. [* V) ?9 BShares Series 19 upon giving to the Bank notice thereof not earlier than) p( J0 X( v$ m' I! Q: P/ O
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
# }: i4 }0 i. U- qpreceding, a Series 18 Conversion Date.* T. o4 l2 s* q) n
Automatic Conversion If the Bank determines, after having taken into account all shares tendered1 a( n) O. I7 J) A0 T; c1 ~
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
% c7 S& {8 ]% K. N* f9 FSeries 19, as the case may be, that there would be outstanding on such* {! O4 u, J! O3 x/ x
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
5 s+ ?9 W' l2 ]8 K; h. ysuch remaining number of Preferred Shares Series 18 will automatically be# Q; w8 d8 u( L) ~! ^& O- X
converted on such Series 18 Conversion Date into an equal number of. o6 l5 w) @6 P! ]2 ^& b
Preferred Shares Series 19. Additionally, if the Bank determines that, after
, }2 X5 U& A$ ^. w+ ^conversion, there would be outstanding on such Series 18 Conversion Date+ k& v: |! k/ b, W- ^2 G* V
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
1 I {% D- H. J$ o/ ]Series 18 will be converted into Preferred Shares Series 19.
% g" p. j( ]0 P; B9 G ]9 HVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
/ `! z) N& l2 \( u8 A7 i D$ sSeries 18 will not be entitled as such to receive notice of, attend, or vote at,' [" @8 i3 }2 \! o
any meeting of the shareholders of the Bank unless and until the first time at8 l2 `, `- R( n) V, @8 v
which the Board of Directors has not declared the whole dividend on the B N! N* m9 B; D7 A
Preferred Shares Series 18 in any quarter. In that event, subject as
; I/ B1 R% l# m- a7 o! Ehereinafter provided, the holders of Preferred Shares Series 18 will be
9 f# m2 |* D. r7 x1 u3 Nentitled to receive notice of, and to attend, meetings of shareholders at which$ x- @( g4 y2 ~
directors of the Bank are to be elected and will be entitled to one vote for1 C/ e! _, l: ?0 y1 z9 N
each Preferred Share Series 18 held. The voting rights of the holders of the
7 t, o5 Q* d$ o# t" C; e: N- _Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
: U5 |; j ^, L0 K9 Fthe first dividend on the Preferred Shares Series 18 to which the holders are. ], ~# M7 I: {, O
entitled thereunder subsequent to the time such voting rights first arose until0 L* M4 F% S: I0 x
such time as the Bank may again fail to declare the whole dividend on the
: y0 ~! j9 z! F) J# HPreferred Shares Series 18 in respect of any quarter, in which event such
; o( G7 H0 O6 z& Z; Z5 s; C5 b3 F1 Yvoting rights will become effective again and so on from time to time.
i9 Y' X% ~4 J$ VPrincipal Characteristics of the Preferred Shares Series 199 \8 E! Q; \7 Z0 z& W& o$ ` z; U: i- V
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive( U3 o* n) L r7 o: l7 }. `0 V0 k
floating rate non-cumulative preferential cash dividends, as and when
2 r0 q2 S6 U) \+ v2 |. f" Zdeclared by the Board of Directors, subject to the provisions of the Bank Act,, n# g/ Y" g1 x! a; ]
payable quarterly on the 25th day of February, May, August and November
" F3 y# q; v) ]8 \' @in each year, in the amount per share determined by multiplying the% j# e& M' v- K5 x2 b
applicable Quarterly Floating Dividend Rate by $25.00.$ x6 O9 c% v% @, r
On the 30th day prior to the commencement of the initial quarterly dividend
2 M1 D( H- K+ V& k9 h9 }5 jperiod beginning on February 25, 2014, and on the 30th day prior to the first
) {! H( V0 z4 @/ l `9 `day of each subsequent quarterly dividend period (the initial quarterly
6 I& Q3 B" m) Q1 c' |dividend period and each subsequent quarterly dividend period is referred to3 [& y- S, @4 K m+ l3 I4 {' _
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the9 q9 H9 ^, }- T+ N
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
. C1 I8 A! e4 O& zPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the! \7 \/ _/ j5 |" h+ g+ n9 Q
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days9 G1 N) ]. m! U) l0 i
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
; H0 \5 A. Z% xdetermined on the 30th day prior to the first day of the applicable Quarterly
- {0 p) O' `; [3 p+ w8 j, ^5 J1 ZFloating Rate Period.
+ o q+ a+ N* f/ o) r6 G* X' v4 t9 J! HS-5' \& k# O; g. y8 j3 r
If the Board of Directors does not declare a dividend, or any part thereof, on
9 D+ I; O+ B9 R* f; v6 U* {) _' ethe Preferred Shares Series 19 on or before the dividend payment date for a* A. J. C1 q' F9 x+ A6 E& E5 ~
particular quarter, then the entitlement of the holders of the Preferred
3 T1 q: T/ J+ }1 m, @5 j8 I. sShares Series 19 to receive such dividend, or to any part thereof, for such* N% b+ ] a g" U' {9 P" x
quarter will be forever extinguished.
( T) m3 ?! k) h+ S* QRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
' `; _# K- [7 W' A5 |2 ~2 PSuperintendent and to the provisions described below under the heading' b7 o% y% z4 S- p8 G8 k& F
‘‘Details of the Offering — Certain Provisions of the Preferred Shares- @8 Z' p! h0 ~4 a& B
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,1 t- f& W1 {# f0 J- N+ m: r; d
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
. C9 j6 p! J8 k! c. Bor any part of the then outstanding Preferred Shares Series 19, at the Bank’s' \2 r; t3 r" v+ P, u5 T
option without the consent of the holder, by the payment of an amount in. f/ \* \4 \) D+ `" }
cash for each such share so redeemed of (i) $25.00 together with all declared
" o- D: k8 y$ qand unpaid dividends to the date fixed for redemption in the case of
& i% w; s, ^, s, Fredemptions on February 25, 2019 and on February 25 every five years- Y; C, G/ y% i( L g- ?
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to" T! f+ y4 r, X' l4 ^! v% K8 O- e3 {
the date fixed for redemption in the case of redemptions on any other date
- y6 Y O( l qon or after February 25, 2014.
& K% K& b6 U7 t" q& @: t1 u0 ]Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
9 Z. l) j1 v- }5 i3 ~/ HShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
9 u" C$ x$ C0 g! y3 @7 x0 [" `the right, at their option, to convert, on February 25, 2019 and on5 c7 F% Z' H; ?; A2 e
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
% ` y4 b H0 s3 f$ wor all of their Preferred Shares Series 19 into an equal number of Preferred
& F- ?# ]* }! V3 M3 K# M PShares Series 18 upon giving to the Bank written notice thereof not earlier
7 n O- b5 t. i: ?+ h2 w2 o, uthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
; a0 C0 d* i* y15th day preceding, a Series 19 Conversion Date.% o) D; q& L: d/ V2 o3 e# f
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
& Z- k0 M/ e! QProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares2 {8 N( S) q0 K2 ?: z: [9 ^
Series 18, as the case may be, that there would be outstanding on such) ^% w5 `, K4 A: x7 B
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
! n8 L# {3 s$ t/ W2 |such remaining number of Preferred Shares Series 19 will automatically be$ w Y0 | p8 M
converted on such Series 19 Conversion Date into an equal number of$ ^1 q- }% d! X9 B. o1 v$ F
Preferred Shares Series 18. Additionally, if the Bank determines that, after6 t3 U4 \% L! {2 u- h
conversion, there would be outstanding on such Series 19 Conversion Date. g1 T" Y1 T& F% l
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
- ]; ], i) {# T+ ~Series 19 will be converted into Preferred Shares Series 18.( f% E5 `( l0 Y, \, a+ O
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares+ A( [- G3 b1 |5 ~* m
Series 19 will not be entitled as such to receive notice of, attend, or vote at,! k5 t3 f+ I1 g1 H& l3 l
any meeting of the shareholders of the Bank unless and until the first time at
4 o, |( a) ?2 L4 j& K3 ^which the Board of Directors has not declared the whole dividend on the' _+ a n& A. }' w5 B
Preferred Shares Series 19 in any quarter. In that event, subject as
" M G1 A _0 u& khereinafter provided, the holders of Preferred Shares Series 19 will be
8 B' ?0 M9 B* [6 Y' i1 }( f& Tentitled to receive notice of, and to attend, meetings of shareholders at which8 ]" p. V7 I, M; n* \
directors of the Bank are to be elected and will be entitled to one vote for2 q9 G0 c$ @$ y' R* f, a5 K# p
each Preferred Share Series 19 held. The voting rights of the holders of the
6 V( T" ~ x' ?7 t7 CPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
2 I g7 Y: t8 X& h+ P# d( l6 zthe first dividend on the Preferred Shares Series 19 to which the holders are
8 a+ z* R% @* D0 Hentitled thereunder subsequent to the time such voting rights first arose until# }6 I7 T4 D% t) b; }7 }
such time as the Bank may again fail to declare the whole dividend on the' V1 |" C3 Z- t3 |" f8 ? `
Preferred Shares Series 19 in respect of any quarter, in which event such5 H0 ~: R: k) }$ d* o
voting rights will become effective again and so on from time to time./ I0 N- L) |/ j" ^4 _# [0 \3 M
S-6& U) ?3 g& q2 M( I& X
Priority: The preferred shares of each series of the Bank will rank on a parity with; \- a& U9 {( p% H# `
every other series and are entitled to preference over the common shares of( ~( i: P) ]. j, s6 R2 a# o. G' @9 }3 b
the Bank and over any other shares of the Bank ranking junior to the1 Z4 H6 C+ D. Q5 t$ ^- s# @
preferred shares with respect to the payment of dividends and upon any
# H6 e9 h n" ]) s( [! Q. xdistribution of assets in the event of the liquidation, dissolution or
3 Y6 k" o: I% l, p- S+ b3 Xwinding-up of the Bank.& q3 y4 `" {% M
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
& i5 R2 p" I( ^7 y2 r: P* C+ kDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
4 l7 ?. K- W6 @! Y1 w% k( @Series 18 and Preferred Shares Series 19 will not be required to pay tax on% c. A) u/ i4 H% L5 ~
dividends received on such shares under Part IV.1 of such Act. |
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