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发表于 2008-11-29 16:58
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下面是BMO的:
! i) a! r/ z/ _( O3 Z( z: hSUMMARY OF THE OFFERING9 ~/ o/ S# [' m7 G( h* E
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’’.5 Y8 e/ b4 i) u8 N$ M/ t* g
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
. e# d V' Y% }, w% EAmount: $150,000,000 (6,000,000 shares).
$ ?* d8 ^) ^0 \' S0 nPrice and Yield: $25.00 per share to yield initially 6.50% per annum.* W5 L) X$ u6 e; o4 P. i8 F6 Z
Principal Characteristics of the Preferred Shares Series 18; d% ?& J! g" ~1 \8 O: m
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
& R$ M+ F; a) A+ _- Jnon-cumulative preferential cash dividends, as and when declared by the1 v4 [; c3 D/ y' {8 A
Board of Directors, subject to the provisions of the Bank Act, for the initial* b! @: I4 s# J2 ]
period commencing on the closing date and ending on and including# f" K) t: I6 V2 _0 c
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the6 z/ O* K D! m7 s
25th day of February, May, August and November in each year, at a rate' L( p( }% J5 l9 R, G' G
equal to $0.40625 per share. The initial dividend, if declared, will be payable2 r0 q& [1 @& W
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
2 Z* J+ _3 x! e# D4 Gdate of December 11, 2008.
% g, C9 l1 p2 nFor each five-year period after the Initial Fixed Rate Period (each, a1 X C% U. p/ i; x
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares3 p* C; _8 a; b2 j% q G
Series 18 will be entitled to receive fixed non-cumulative preferential cash/ }6 |. r0 k! ]) I0 n
dividends, as and when declared by the Board of Directors, subject to the& L" W+ C7 S, Y% h
provisions of the Bank Act, payable quarterly on the 25th day of February,
. S6 r7 s) F$ k3 _0 A6 f" FMay, August and November in each year, in the amount per share per annum8 a3 l( f9 ~0 f4 ?4 {
determined by multiplying the Annual Fixed Dividend Rate applicable to
8 I% l f9 c* D5 k$ a# Osuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
( z3 l; }* F+ t( j& ZRate for the ensuing Subsequent Fixed Rate Period will be determined by the
) z; [! ^ r( W, MBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
. L3 G2 M, U, j6 e: \3 a7 yof such Subsequent Fixed Rate Period and will be equal to the sum of the
* ~: M' `( ]" T8 B/ u+ P, iGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
8 @, ~) |0 f' \2 ~plus 3.83%." l- L7 E; I6 E% {
If the Board of Directors does not declare a dividend, or any part thereof, on
3 x2 H! |$ m4 K* U! Jthe Preferred Shares Series 18 on or before the dividend payment date for a
/ ?0 G5 ^0 E3 U. a& g* U0 Sparticular quarter, then the entitlement of the holders of the Preferred+ y4 Z8 a4 r% `" U. i5 W9 v
Shares Series 18 to receive such dividend, or to any part thereof, for such
6 ?8 k3 i! C# Rquarter will be forever extinguished.
) n* \" [/ A( yRedemption: Subject to the provisions of the Bank Act and to the prior consent of the6 `# {4 J: ^1 E* v/ V" X
Superintendent and to the provisions described below under ‘‘Details of the
! f# U* E3 Q- H5 s( O0 _) |; H, k; mOffering — Certain Provisions of the Preferred Shares Series 18 as a( ^0 L. J' I% ]- ^9 Z0 Q
Series — Restrictions on Dividends and Retirement of Shares’’, on4 `0 i7 e8 j- C- ^# u, m$ v" q
February 25, 2014 and on February 25 every five years thereafter, on not, C* E; [( } n0 j
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
+ k) A; Y9 w, x2 O ]part of the then outstanding Preferred Shares Series 18, at the Bank’s option
' k1 T( D9 K9 I' _without the consent of the holder, by the payment of an amount in cash for
5 v" `- B+ v( f; @# M! q0 xeach such share so redeemed of $25.00 together with all declared and unpaid8 v6 d- k/ D' |4 E" f" {
dividends to the date fixed for redemption.
! G) G( ^' H) t" h% FConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
8 y, ` w7 |+ @% @$ i9 wShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have1 c* {# x/ b9 I3 f
the right, at their option, to convert, on February 25, 2014 and on
( y1 \7 j& s2 z6 c; }S-4 o& K$ e& N) h) ]7 V! D8 o
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
, t, B2 L3 A% D/ R5 [0 e- qor all of their Preferred Shares Series 18 into an equal number of Preferred
+ d/ T, Z$ }4 k6 f8 @$ |* M L+ @4 pShares Series 19 upon giving to the Bank notice thereof not earlier than
* k% ?( t" j& D9 H; R# d30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day. w. _# N0 _! z0 C+ O" k5 v7 R! _
preceding, a Series 18 Conversion Date.
' m: t! X$ P! @( ^' b1 BAutomatic Conversion If the Bank determines, after having taken into account all shares tendered0 Q4 S; F5 n; m8 \$ Y' u8 ?' F
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
/ ?5 x! e2 e7 [Series 19, as the case may be, that there would be outstanding on such
$ j; m6 W2 K" l; J" NSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
5 ^7 O" H3 P) \# lsuch remaining number of Preferred Shares Series 18 will automatically be
& w% e+ j0 R6 c+ J- k: R1 Q Dconverted on such Series 18 Conversion Date into an equal number of# f- q' ?7 b2 ?" \) k8 f1 E3 F
Preferred Shares Series 19. Additionally, if the Bank determines that, after+ I, d( ~+ f1 y# a
conversion, there would be outstanding on such Series 18 Conversion Date
; t0 d- s! A5 n& K; J1 F2 b: d5 Nless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares7 [2 L2 L; T, r* {+ t9 [9 \8 a
Series 18 will be converted into Preferred Shares Series 19.3 {9 @4 D, _5 \7 [* l5 G' H! _& h
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares" o5 R3 w8 C0 T8 T1 p; g
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
% W1 @# ^; x: |) |0 x3 sany meeting of the shareholders of the Bank unless and until the first time at
1 C/ ]$ J9 I- C9 a) hwhich the Board of Directors has not declared the whole dividend on the
/ a1 H: g) }+ q0 k% k* p7 ZPreferred Shares Series 18 in any quarter. In that event, subject as
; n; j" t3 z T3 ]9 Thereinafter provided, the holders of Preferred Shares Series 18 will be# s" m' R8 V+ F/ E* t, E0 p% t
entitled to receive notice of, and to attend, meetings of shareholders at which
. u! _) c- ^8 k" Y- U% F2 Mdirectors of the Bank are to be elected and will be entitled to one vote for' j# e7 v6 e6 N' J' c3 Q
each Preferred Share Series 18 held. The voting rights of the holders of the
& B) p/ D6 V! Q/ D% m4 f7 tPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
" X; E) _2 Z8 h0 A0 }- {( ~the first dividend on the Preferred Shares Series 18 to which the holders are
4 c' Y) L, |- Mentitled thereunder subsequent to the time such voting rights first arose until2 d( j9 Z. ]2 M! V$ K3 B# O
such time as the Bank may again fail to declare the whole dividend on the
2 Z8 O1 E/ E7 S9 H: b4 d% kPreferred Shares Series 18 in respect of any quarter, in which event such, {8 i% ~* M) \
voting rights will become effective again and so on from time to time.
$ L; N! R% j" E; WPrincipal Characteristics of the Preferred Shares Series 196 A0 f9 X7 c* J6 a& _* q9 u: [* f
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
$ z' D! [) m) m3 k% ofloating rate non-cumulative preferential cash dividends, as and when. t5 `: K/ S4 ]) E/ Q) b
declared by the Board of Directors, subject to the provisions of the Bank Act,
/ Y. [' r- ~4 K% Y+ apayable quarterly on the 25th day of February, May, August and November
2 ]6 H& t+ Z ^; uin each year, in the amount per share determined by multiplying the
5 I( H: E4 Q, |: F& Sapplicable Quarterly Floating Dividend Rate by $25.00.* d# P7 o! k* b6 V& i T6 m
On the 30th day prior to the commencement of the initial quarterly dividend3 N7 s0 q$ H" K8 Q; b: k
period beginning on February 25, 2014, and on the 30th day prior to the first% K* g# l9 m, i0 D! U/ M' K
day of each subsequent quarterly dividend period (the initial quarterly
5 u, h0 Y8 [" Gdividend period and each subsequent quarterly dividend period is referred to0 o8 S( ?! z3 p' N
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the. j9 o! N4 f+ k7 [7 K1 K% k4 M
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
" R9 g5 Q: _* t* m' J. h7 a8 H* Y1 MPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
9 [, @) N9 ?) v. MT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
7 E1 A' u" F# p. ielapsed in the applicable Quarterly Floating Rate Period divided by 365)
0 D% x8 U. P9 k6 y ]% sdetermined on the 30th day prior to the first day of the applicable Quarterly
) E$ h8 t$ c6 R' D2 }7 ]Floating Rate Period.3 ^: J) B8 j& L4 @" L$ F
S-5; P/ w2 ?# A" o% o9 a- _/ f
If the Board of Directors does not declare a dividend, or any part thereof, on j/ \+ h9 S$ t j# u$ ^) n
the Preferred Shares Series 19 on or before the dividend payment date for a
6 A' T0 R8 d$ l) vparticular quarter, then the entitlement of the holders of the Preferred0 g" K# q5 s! `0 f {3 j4 ^
Shares Series 19 to receive such dividend, or to any part thereof, for such
8 }9 @3 H# Z3 N) h- D, {quarter will be forever extinguished.
+ h0 Q! p+ X) p# u) d" ^7 tRedemption: Subject to the provisions of the Bank Act and to the prior consent of the- _ {" b5 x z$ {0 R
Superintendent and to the provisions described below under the heading
, Z- s% `4 n1 V! \/ [‘‘Details of the Offering — Certain Provisions of the Preferred Shares
$ I3 a3 i N5 F" q/ n# ~Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
: C6 `& }* O: G( G9 E; d! l1 [on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
( w s. A+ |: k( uor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
0 e% T7 v; P, B# e3 [0 A& u/ i3 Poption without the consent of the holder, by the payment of an amount in
, S! W) C: l' S! \& pcash for each such share so redeemed of (i) $25.00 together with all declared/ C5 C0 x1 `6 ~" }6 n% ^% }
and unpaid dividends to the date fixed for redemption in the case of" W @* u7 G+ u7 i# {# c; e
redemptions on February 25, 2019 and on February 25 every five years
+ m; {9 d4 l7 y3 f2 O dthereafter, or (ii) $25.50 together with all declared and unpaid dividends to( d5 c: h v& q. p6 a1 D
the date fixed for redemption in the case of redemptions on any other date6 N+ I* F' s8 V
on or after February 25, 2014.' ?5 ~& Q; t8 ?4 s
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic+ r+ T% }: ~+ @( I( t. ^$ h; u
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
7 P, i) g& p5 \! N3 p# S) u3 Hthe right, at their option, to convert, on February 25, 2019 and on
* E# a$ e/ J" ~5 F( _5 c( ]/ hFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any4 e# l4 K) D1 C6 t9 P* b* U6 d8 \0 V
or all of their Preferred Shares Series 19 into an equal number of Preferred& L! X0 F0 q! Y+ F2 H; M0 @
Shares Series 18 upon giving to the Bank written notice thereof not earlier
7 Y. S! ~ p/ k9 w1 b( v' S2 `- }than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the/ ? `( ]# W2 D7 R" T# |# q0 b
15th day preceding, a Series 19 Conversion Date.3 d6 X. v$ n H1 `! U
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
# z) J4 e% v" n' [# ~# f# DProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares/ d, l( q( C4 B$ x, w1 M
Series 18, as the case may be, that there would be outstanding on such
" U2 A- }+ ]+ y) E1 U8 RSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,* X4 M8 b8 q' u0 D# |
such remaining number of Preferred Shares Series 19 will automatically be
4 D' `, C& S8 Y; p, t/ @2 aconverted on such Series 19 Conversion Date into an equal number of( J2 O/ {' _' j0 f: j
Preferred Shares Series 18. Additionally, if the Bank determines that, after
4 I% [; F' m' \1 w- H2 d( \ d; ^conversion, there would be outstanding on such Series 19 Conversion Date0 O+ O8 U _% ]
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
, p" w( V" _* q D; ]4 rSeries 19 will be converted into Preferred Shares Series 18.
. x6 M T% B$ K' HVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares& F3 _3 D) Y% o8 T- A
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
* ]* Q$ ]) I; x4 c9 eany meeting of the shareholders of the Bank unless and until the first time at
# J9 E0 m) U0 q& s, q: U5 @% [which the Board of Directors has not declared the whole dividend on the7 _0 I( P' r' K- G6 K
Preferred Shares Series 19 in any quarter. In that event, subject as. p) o5 u0 I& R- Q0 ?
hereinafter provided, the holders of Preferred Shares Series 19 will be
% P$ M* A' [! Q& r6 g [( y- Z) aentitled to receive notice of, and to attend, meetings of shareholders at which G/ i3 x m: c" S: o, k
directors of the Bank are to be elected and will be entitled to one vote for* q! P/ B. z- F* j! h H
each Preferred Share Series 19 held. The voting rights of the holders of the
. D; p! |* L* S1 {* fPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
1 ]; f' \' S$ o- D+ F7 H, fthe first dividend on the Preferred Shares Series 19 to which the holders are- F' i( j- a+ m' u% ]# f6 g
entitled thereunder subsequent to the time such voting rights first arose until0 X7 {! C5 X4 U
such time as the Bank may again fail to declare the whole dividend on the) ~* C* Y Y) Z+ m! o
Preferred Shares Series 19 in respect of any quarter, in which event such9 u! a! e; U9 {6 i/ e
voting rights will become effective again and so on from time to time.
5 F) h" |- g$ i( i; G5 J/ {/ hS-63 z8 _- P& }* l
Priority: The preferred shares of each series of the Bank will rank on a parity with
$ Y6 L$ Y) I! M- K, `every other series and are entitled to preference over the common shares of6 A' y- d6 r% [: _! R5 H: {3 x, K6 x
the Bank and over any other shares of the Bank ranking junior to the/ x2 y6 m8 N! h
preferred shares with respect to the payment of dividends and upon any* m! j$ G. k" r8 g- n j0 m
distribution of assets in the event of the liquidation, dissolution or
2 H. W0 ?5 Y* Zwinding-up of the Bank. U. x% Y- V# I3 a$ p
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under2 z! F8 o. N6 f, O1 P7 T
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares5 y" B' W& a) ^- w' H8 B! `& Q
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
3 X5 x- u6 n; H6 b: ]+ Kdividends received on such shares under Part IV.1 of such Act. |
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