 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:
. f& N4 p' r2 QSUMMARY OF THE OFFERING4 o" P+ ]# w. r
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’’.- `9 r) s X5 h1 m1 x3 {
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.+ D+ n, f" [& y
Amount: $150,000,000 (6,000,000 shares).# _( q; j' k4 k( u6 @' B
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
/ n7 U+ x& o0 i% r @; Z7 @) hPrincipal Characteristics of the Preferred Shares Series 18
& }5 z* s- t) ^* ?& nDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed: \' l3 s: M/ |% F) b
non-cumulative preferential cash dividends, as and when declared by the
* a% b: o7 j, A( t5 K( G: ?3 CBoard of Directors, subject to the provisions of the Bank Act, for the initial% j0 E. Q: ^" `6 ]4 \; J2 g* S% j' V0 e
period commencing on the closing date and ending on and including
& F1 U7 f7 s6 O+ o8 j9 UFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the8 I! F4 l6 J _4 m) p
25th day of February, May, August and November in each year, at a rate
( V4 w! ]% H' K- Q. qequal to $0.40625 per share. The initial dividend, if declared, will be payable
/ d' O* L$ u# S/ j0 U- \May 25, 2009 and will be $0.73459 per share, based on the anticipated closing) r7 @. r' ]6 \1 q& }% j4 B% ]& b
date of December 11, 2008." b1 P2 H6 K" L0 l& J+ F
For each five-year period after the Initial Fixed Rate Period (each, a
1 G) K9 W. a& o6 r; E‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares5 E H8 P% \3 `7 ] E
Series 18 will be entitled to receive fixed non-cumulative preferential cash
0 C& p, j4 ^1 j+ L; Jdividends, as and when declared by the Board of Directors, subject to the9 ?, L+ [ O3 w% N5 y- E8 W
provisions of the Bank Act, payable quarterly on the 25th day of February,# h" O) b# _# Y/ X9 m) A+ B7 {
May, August and November in each year, in the amount per share per annum. D' p( h; Z0 C$ ]! u9 ~* B9 {
determined by multiplying the Annual Fixed Dividend Rate applicable to
0 ~% x' @+ X% t/ H6 |9 V* Ssuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
; y" b5 I, P; X" _; dRate for the ensuing Subsequent Fixed Rate Period will be determined by the; Z9 j& K+ u3 B+ u! k" r
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day' k) y, t+ ~! I
of such Subsequent Fixed Rate Period and will be equal to the sum of the- p+ F9 e( l' J2 Z. S+ _
Government of Canada Yield on the applicable Fixed Rate Calculation Date
) K3 W4 @/ |( z: p. u! h5 m! H) |plus 3.83%.1 {1 g' ?3 [/ S
If the Board of Directors does not declare a dividend, or any part thereof, on
8 r' e/ e% B2 S. @6 o: othe Preferred Shares Series 18 on or before the dividend payment date for a- i% u/ p" Q0 n! ]6 D% C6 {4 B, ^9 ]9 e
particular quarter, then the entitlement of the holders of the Preferred
; L( Z& }6 R# X/ d! D' `1 yShares Series 18 to receive such dividend, or to any part thereof, for such$ y" c( f c$ d
quarter will be forever extinguished.3 ~; g; r! w& k. `
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
6 v4 y# Y# y( cSuperintendent and to the provisions described below under ‘‘Details of the
* u4 T9 }5 q- r2 n, A7 S0 GOffering — Certain Provisions of the Preferred Shares Series 18 as a" }5 w/ P& y( Z
Series — Restrictions on Dividends and Retirement of Shares’’, on" i/ k" S: j. t# c# W0 w
February 25, 2014 and on February 25 every five years thereafter, on not
) R/ N6 P1 j& X& E; O$ Lmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
3 q. @" a R3 B% }part of the then outstanding Preferred Shares Series 18, at the Bank’s option3 f& d* U* q, x5 k
without the consent of the holder, by the payment of an amount in cash for1 D! y. C$ E! s$ u/ ~- t
each such share so redeemed of $25.00 together with all declared and unpaid
% ? |7 b. t9 F7 y Udividends to the date fixed for redemption.- D+ a7 B) v: B' |( B1 }
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
5 \# ^$ u2 e" _; u2 t! O8 b; tShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have! `# a) j! F5 o- g
the right, at their option, to convert, on February 25, 2014 and on
& i, ^& n" b' ]# o- RS-41 x v) X- _5 I$ X, ?( K/ D
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
5 c# x9 P5 C% _& A ], Vor all of their Preferred Shares Series 18 into an equal number of Preferred
4 U a! Z9 K8 F2 n4 L x+ |Shares Series 19 upon giving to the Bank notice thereof not earlier than4 ^: b4 T1 R. e \0 U5 L
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day% O5 ^0 k5 O/ _' [
preceding, a Series 18 Conversion Date.8 h/ h* n' T9 Y! v) N& d
Automatic Conversion If the Bank determines, after having taken into account all shares tendered. b4 \2 b- [' c7 q/ V9 ?) s) c- F
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares ~% l4 @9 {2 _2 A* Q# M
Series 19, as the case may be, that there would be outstanding on such
' N2 u8 T E$ ~3 Y1 F" wSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
1 `8 `1 q+ s( Q9 k4 X# a5 ksuch remaining number of Preferred Shares Series 18 will automatically be
7 ^4 I$ J, U" K0 jconverted on such Series 18 Conversion Date into an equal number of
6 D0 Y7 f6 N0 H. V& \% D1 YPreferred Shares Series 19. Additionally, if the Bank determines that, after
9 ?+ {0 C: ^/ c$ P qconversion, there would be outstanding on such Series 18 Conversion Date1 q! o5 g: S5 q2 ^
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
2 z& W% e8 m6 J0 B0 a" p$ A8 HSeries 18 will be converted into Preferred Shares Series 19.% {& O3 O( |; L' u* ~
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
) Q7 {) ?' u. i/ |8 ^3 oSeries 18 will not be entitled as such to receive notice of, attend, or vote at,+ o5 F$ u! O$ J& t( o/ q6 f, P
any meeting of the shareholders of the Bank unless and until the first time at2 @& D5 o2 y. M% q4 W* T# R5 x
which the Board of Directors has not declared the whole dividend on the( ]1 t! P, U# ~% E# c/ v( y
Preferred Shares Series 18 in any quarter. In that event, subject as
B g+ B- _4 j" ]5 Z- Xhereinafter provided, the holders of Preferred Shares Series 18 will be, q% ]8 v' ]1 f. J- j
entitled to receive notice of, and to attend, meetings of shareholders at which# @1 d0 e& B, L9 \0 j
directors of the Bank are to be elected and will be entitled to one vote for
. b- t9 ~; Z3 Geach Preferred Share Series 18 held. The voting rights of the holders of the
* `/ c/ ?" @% tPreferred Shares Series 18 will forthwith cease upon payment by the Bank of2 |2 `+ \0 ?( H
the first dividend on the Preferred Shares Series 18 to which the holders are
$ |: t7 D4 z/ G3 q9 ~. N% \3 \entitled thereunder subsequent to the time such voting rights first arose until4 x5 l* j, H3 h# P) V
such time as the Bank may again fail to declare the whole dividend on the
$ L1 a. i9 T$ UPreferred Shares Series 18 in respect of any quarter, in which event such
% g: ~7 z$ g9 E7 Bvoting rights will become effective again and so on from time to time.( A8 O+ @" ~. V6 ]8 @
Principal Characteristics of the Preferred Shares Series 19
$ z* b! _5 Z$ L$ A3 H: VDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
1 u$ o, x. n7 y3 F9 ^floating rate non-cumulative preferential cash dividends, as and when
' G5 D5 k! o. I" U- jdeclared by the Board of Directors, subject to the provisions of the Bank Act,
0 X$ K" e1 | `" X apayable quarterly on the 25th day of February, May, August and November
$ U/ W7 V8 B- |; k! min each year, in the amount per share determined by multiplying the
+ F; v2 Y1 x* M( t- [applicable Quarterly Floating Dividend Rate by $25.00.
' m9 F# d: c3 R" U; t6 s$ T9 gOn the 30th day prior to the commencement of the initial quarterly dividend, i( z0 D- ]7 u) Z/ k
period beginning on February 25, 2014, and on the 30th day prior to the first2 t$ r9 P/ W( |- d$ h9 X: {5 U
day of each subsequent quarterly dividend period (the initial quarterly
# T M& A1 X2 O' Ddividend period and each subsequent quarterly dividend period is referred to
+ \) \$ }$ O% \as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
2 O7 G6 W: v# }$ yQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate6 P& C3 r8 ~8 m
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
9 a5 M- E# Y# W! \2 l' S% q5 j3 f# DT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days; V* J5 W* m9 M/ ?0 ^7 x- ^
elapsed in the applicable Quarterly Floating Rate Period divided by 365)3 e S, Q* v5 P# b2 E1 E! S
determined on the 30th day prior to the first day of the applicable Quarterly* X8 Q# Y' X8 S F1 `6 a' g
Floating Rate Period.5 F8 m3 F# h6 l7 b. Y* p7 ~
S-5
. a8 `# g2 W5 JIf the Board of Directors does not declare a dividend, or any part thereof, on
, C$ c9 J' |4 m' m" H5 i3 P4 sthe Preferred Shares Series 19 on or before the dividend payment date for a
, ?4 N% v0 e* @" Cparticular quarter, then the entitlement of the holders of the Preferred
% m7 C4 T! P3 _/ j& AShares Series 19 to receive such dividend, or to any part thereof, for such; L o- I+ \ z6 ]
quarter will be forever extinguished.
) Q, v: a, t) y1 P' E/ YRedemption: Subject to the provisions of the Bank Act and to the prior consent of the! G: ~# Y" s. |' y) W
Superintendent and to the provisions described below under the heading
9 `8 B/ \8 k1 j‘‘Details of the Offering — Certain Provisions of the Preferred Shares0 l4 ?) d5 d3 h4 o1 _8 Y$ T8 T
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,0 P% d" s' C! ?3 T
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all% h1 ~" x' t# ?$ Z3 W0 o9 Y
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
7 _$ l' n# y7 g# {- | I) z* v! ~option without the consent of the holder, by the payment of an amount in
' X2 C4 h6 e8 v; e ^cash for each such share so redeemed of (i) $25.00 together with all declared* y$ \+ N" ~2 Y _3 v# p" j$ x
and unpaid dividends to the date fixed for redemption in the case of* N( _. u r2 v; _
redemptions on February 25, 2019 and on February 25 every five years' I& \8 D8 O2 i8 x8 F/ v; |
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
+ E3 Z$ v; C6 f& x8 vthe date fixed for redemption in the case of redemptions on any other date
& ~$ p4 d+ N9 X! Ron or after February 25, 2014.0 b3 B+ C! _ x, \7 I' w
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic! h# `0 y V+ H6 C1 E
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have- `$ d/ S' h6 [* ]: ^; p8 U
the right, at their option, to convert, on February 25, 2019 and on
% V% h9 I0 p, T: f: ZFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any, c# X1 k2 k8 |" {8 _
or all of their Preferred Shares Series 19 into an equal number of Preferred; P5 e; c- D6 ?2 o: C; z
Shares Series 18 upon giving to the Bank written notice thereof not earlier
" N0 [6 \* Y% _0 V1 @6 P" T* Kthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the8 ^6 V8 y- X1 u" l. c! r: \6 f
15th day preceding, a Series 19 Conversion Date.
% N+ t/ d y- j) ~* |- x3 SAutomatic Conversion If the Bank determines, after having taken into account all shares tendered! g" I3 N m- T
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
; s$ J6 w, H# G- D- z4 ySeries 18, as the case may be, that there would be outstanding on such( p4 Q3 U4 h8 w
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,3 n/ H) n% q) R: F
such remaining number of Preferred Shares Series 19 will automatically be1 Y( N! S6 G) ~+ F% _4 ~
converted on such Series 19 Conversion Date into an equal number of
! R4 T, f% D; Z0 m( `( l) _Preferred Shares Series 18. Additionally, if the Bank determines that, after
% ^7 [' A0 O$ W* Sconversion, there would be outstanding on such Series 19 Conversion Date
: a' I" ^0 V; T0 V5 [$ {" P' f" O2 Wless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares& v2 t" @) a4 [: ?
Series 19 will be converted into Preferred Shares Series 18.& Y1 C& V( {, Z
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares0 P- i* x% l& F, [6 x
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
- b; p) ~3 W- C# b3 oany meeting of the shareholders of the Bank unless and until the first time at
$ W/ ?. z+ w( M8 }5 T6 m+ R; Y. ?2 `which the Board of Directors has not declared the whole dividend on the
- s1 o9 \' H/ ]0 o2 f" JPreferred Shares Series 19 in any quarter. In that event, subject as) I: _9 K8 X( o
hereinafter provided, the holders of Preferred Shares Series 19 will be
) j7 w+ h( v# g7 j- N/ e0 `8 g% Kentitled to receive notice of, and to attend, meetings of shareholders at which
" M# N# I, L8 {9 ?; {directors of the Bank are to be elected and will be entitled to one vote for
" S c" T8 B7 \! W9 @- Y% Beach Preferred Share Series 19 held. The voting rights of the holders of the" `0 x" {9 `) `' }
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
8 U" s* i/ c8 c; p1 j# z6 {the first dividend on the Preferred Shares Series 19 to which the holders are9 ]* O" V& `+ r) A2 ^4 t
entitled thereunder subsequent to the time such voting rights first arose until
; U# M. C1 \& i, @6 tsuch time as the Bank may again fail to declare the whole dividend on the) W4 \( o) ~( U" m/ }
Preferred Shares Series 19 in respect of any quarter, in which event such3 x3 a! y: s& O& y
voting rights will become effective again and so on from time to time.
, J- V) B- g; `2 p# ~S-6
. U; x1 o3 q0 T1 \Priority: The preferred shares of each series of the Bank will rank on a parity with
5 f. U4 P* q" k* zevery other series and are entitled to preference over the common shares of
7 }% [& r% @" P: M7 r# A; X0 Ythe Bank and over any other shares of the Bank ranking junior to the
! n* ?5 O4 ?- P7 Q- S8 z/ l/ Mpreferred shares with respect to the payment of dividends and upon any
+ e6 B& c' H8 T' X, q# y' T, l7 }distribution of assets in the event of the liquidation, dissolution or
0 `% X5 Z$ q; ]* V8 u8 Pwinding-up of the Bank.# U" @+ @) J4 T: o, z. @! v, @$ R. p' M
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
5 K; ^. ^9 S, ~" S2 g9 SDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
- y/ F+ e" I) d5 Z9 |& Q" Y, QSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
: b1 o7 R# X3 i' t9 Mdividends received on such shares under Part IV.1 of such Act. |
|