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发表于 2008-11-29 16:58
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下面是BMO的:
9 V4 G7 |3 M. L5 j; N% W1 W3 ^SUMMARY OF THE OFFERING
$ L; y6 W( [) }* ]( fThis 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’’.+ [/ h" I6 _$ y5 B X! T
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
' ?! s6 s& j3 P' y4 VAmount: $150,000,000 (6,000,000 shares).
1 s9 K s( Q0 p; _6 n* sPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
" t3 x; C3 ]7 j3 `- x8 n- @Principal Characteristics of the Preferred Shares Series 18
( B- \% Z9 X( I# [" @" dDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed# W: V5 K7 H+ \6 k7 n8 K1 a- H5 J2 V
non-cumulative preferential cash dividends, as and when declared by the! h& Q, B( W u! s7 F: k% e. y q
Board of Directors, subject to the provisions of the Bank Act, for the initial
5 }; z% u! {* z$ _. e( F, Nperiod commencing on the closing date and ending on and including( q, z+ g' Q. p; V0 S' A/ U* S
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
1 R. S! J- O; v25th day of February, May, August and November in each year, at a rate5 R/ Q1 L. V, v4 q" w# T0 v( O @
equal to $0.40625 per share. The initial dividend, if declared, will be payable
/ X0 ~. D8 u8 Z& B- z5 ]1 i" e/ ?/ ]May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
' Q2 O, O* l9 T* i6 A' Gdate of December 11, 2008.
+ W$ }* k: |4 @. H cFor each five-year period after the Initial Fixed Rate Period (each, a( e1 L, ?" Y8 i; }" k3 G% v2 _
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares( s5 g: o) F* _, G& D( `
Series 18 will be entitled to receive fixed non-cumulative preferential cash
, i/ N: ^- u' g7 o. g% udividends, as and when declared by the Board of Directors, subject to the+ Z* I! Q" ?; g: |: W) C
provisions of the Bank Act, payable quarterly on the 25th day of February,+ t; s4 d1 a* J* R
May, August and November in each year, in the amount per share per annum/ Z1 @! V6 i2 @% m
determined by multiplying the Annual Fixed Dividend Rate applicable to( {1 {& c G; q% h" z
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend5 M$ P; B _$ f
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
+ }3 n! K$ q) w. E6 D7 ZBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day8 t8 Q3 w/ ^5 H0 `6 } h7 t6 h9 q$ u
of such Subsequent Fixed Rate Period and will be equal to the sum of the. ]/ t( a1 ~! m3 r- h3 T/ E- @! @8 t
Government of Canada Yield on the applicable Fixed Rate Calculation Date, h" _$ c$ c- }! m% C/ I) B
plus 3.83%.
8 D. e5 z: w/ ]% HIf the Board of Directors does not declare a dividend, or any part thereof, on
9 r0 [$ @- r9 P0 q0 r2 q2 }; B/ h: K/ ythe Preferred Shares Series 18 on or before the dividend payment date for a* P; L3 k' Y& z) i* s1 |0 }! x7 q
particular quarter, then the entitlement of the holders of the Preferred
% A& x0 p% A3 M' Z" P& ?& ^& \9 P* oShares Series 18 to receive such dividend, or to any part thereof, for such
b% n0 L8 R) I6 K5 Z u3 R+ lquarter will be forever extinguished.' ] |4 D' ?3 D8 z( X, M' q
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
4 T) \: [, G) Y: fSuperintendent and to the provisions described below under ‘‘Details of the( O H5 Z. U6 K' j( H
Offering — Certain Provisions of the Preferred Shares Series 18 as a
# s4 q8 Q% T) J: ^( h: cSeries — Restrictions on Dividends and Retirement of Shares’’, on3 c+ B4 f; Q0 w0 l+ I' v# p
February 25, 2014 and on February 25 every five years thereafter, on not9 k- r1 z( h& S+ U- w9 _
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any6 C) P0 V& J! Q1 R% D
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
: l" Y% x3 o( l4 I+ Swithout the consent of the holder, by the payment of an amount in cash for' {) Q6 {$ b% @8 Q+ |* W3 a3 J
each such share so redeemed of $25.00 together with all declared and unpaid
8 n: E! @; j. i4 Zdividends to the date fixed for redemption.( b, G3 {( {% V u* c
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
5 G5 a7 [- v/ Q$ Y( U8 s7 cShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
" Q, x( p; B" o" Vthe right, at their option, to convert, on February 25, 2014 and on
0 d* m3 B1 X' s$ R% jS-4
8 v! N$ w6 w: M5 { d$ qFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any0 a3 R4 }- t6 \$ W# V: i9 v4 x) I$ \
or all of their Preferred Shares Series 18 into an equal number of Preferred4 l7 N7 {! E: s+ M
Shares Series 19 upon giving to the Bank notice thereof not earlier than
1 f4 m6 u8 E" |1 e8 x30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
6 N Y2 a$ o# ~; Apreceding, a Series 18 Conversion Date.: V) e% Z2 I) c, R
Automatic Conversion If the Bank determines, after having taken into account all shares tendered& \& [; h! X- ] ~- s
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares- Q2 m0 v N8 x. B* S
Series 19, as the case may be, that there would be outstanding on such9 u' a& ?1 J% E7 \
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18, x. g2 s" I6 e; C
such remaining number of Preferred Shares Series 18 will automatically be
8 O8 r; Z2 r+ U5 K g" U/ sconverted on such Series 18 Conversion Date into an equal number of
8 t: w/ t3 Q/ M6 gPreferred Shares Series 19. Additionally, if the Bank determines that, after1 I9 {0 A0 @ c
conversion, there would be outstanding on such Series 18 Conversion Date' Y8 {, z: Q# V; x$ d' Q+ }# a
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
2 ]1 z; @8 j3 n" ESeries 18 will be converted into Preferred Shares Series 19.5 |0 }# m' D4 A N1 d9 ^9 t& m0 `0 A
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares+ y9 q9 C, l* c6 F' }& I
Series 18 will not be entitled as such to receive notice of, attend, or vote at," i0 j' ]- T+ J& J- F, c
any meeting of the shareholders of the Bank unless and until the first time at' {( ?7 f. O$ B6 Y) r, p
which the Board of Directors has not declared the whole dividend on the
# d% B0 b& j0 o H( dPreferred Shares Series 18 in any quarter. In that event, subject as
- o$ R" o% B4 F9 Dhereinafter provided, the holders of Preferred Shares Series 18 will be1 s- e+ Q- S3 P# i
entitled to receive notice of, and to attend, meetings of shareholders at which
3 M3 b G' p1 C- Y, o2 `; E2 F2 pdirectors of the Bank are to be elected and will be entitled to one vote for W6 w. u$ d2 L
each Preferred Share Series 18 held. The voting rights of the holders of the+ O. I; _0 e5 N/ a3 [% V8 ^* h
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
+ d! W- k8 A; Y7 ]the first dividend on the Preferred Shares Series 18 to which the holders are4 p, @# c$ g9 |( l2 ~0 K$ w
entitled thereunder subsequent to the time such voting rights first arose until8 Q8 ?" _! a4 C& d- K# C6 ^8 i% R
such time as the Bank may again fail to declare the whole dividend on the1 J* G: C4 @- p8 i7 ^# ]( X0 q/ f
Preferred Shares Series 18 in respect of any quarter, in which event such
; B* c r: r- H: Q, e5 P7 ?/ Bvoting rights will become effective again and so on from time to time.
6 q3 N. d+ g, H6 [4 _. ePrincipal Characteristics of the Preferred Shares Series 194 _7 k* t& N) m$ n; w
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
6 _! c9 h( ~1 E0 h8 Q" q1 Z8 Y% Ffloating rate non-cumulative preferential cash dividends, as and when
) }; |. N: N6 I3 pdeclared by the Board of Directors, subject to the provisions of the Bank Act,
1 H/ y9 S0 }' y: n5 b( P$ ~payable quarterly on the 25th day of February, May, August and November
% S( l+ j; s- R) |6 v5 Q5 I( Min each year, in the amount per share determined by multiplying the
* V6 _" u- Q8 i5 Z: B' ^+ Lapplicable Quarterly Floating Dividend Rate by $25.00.
5 y5 d+ E' r- v$ F9 C: e% zOn the 30th day prior to the commencement of the initial quarterly dividend% |) X# f5 `3 Y6 r) S6 e$ G+ {
period beginning on February 25, 2014, and on the 30th day prior to the first
, Z( S: D4 O/ H! z; kday of each subsequent quarterly dividend period (the initial quarterly% @' ]; v- Q+ {- X# I5 B" `
dividend period and each subsequent quarterly dividend period is referred to
- K6 z2 G+ C) l# Ras a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the7 T8 J, y+ _' Y4 x
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate8 O0 p' t. e6 U9 K
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
+ z& [0 }/ r$ P8 Q% HT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days& y+ s3 l: ]4 v
elapsed in the applicable Quarterly Floating Rate Period divided by 365), |8 g! y1 I. B. o
determined on the 30th day prior to the first day of the applicable Quarterly" j2 L9 t' W) c" R
Floating Rate Period.
- m. }, ?: @" vS-53 h0 J; }+ ? d. N
If the Board of Directors does not declare a dividend, or any part thereof, on
" V) z) J6 j' [8 j3 lthe Preferred Shares Series 19 on or before the dividend payment date for a
, {; O" O8 g. S& l$ j1 ?! o) }particular quarter, then the entitlement of the holders of the Preferred9 |4 m/ b8 y2 q6 O! [" \7 o
Shares Series 19 to receive such dividend, or to any part thereof, for such+ G9 u6 \$ m) |8 J. b
quarter will be forever extinguished.
7 g% Q6 [8 b/ [* ~Redemption: Subject to the provisions of the Bank Act and to the prior consent of the; u; V* U; b1 ]1 A2 y( o
Superintendent and to the provisions described below under the heading
5 V% G3 E! K' E) E2 p5 z‘‘Details of the Offering — Certain Provisions of the Preferred Shares$ Y% |- Y( n* x0 |7 d( @
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
1 _1 R* U w( |/ q8 }on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
$ z; q+ o; m' Dor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
0 ^- N( t) Q, C2 W/ Soption without the consent of the holder, by the payment of an amount in
3 Z1 D2 J; d5 acash for each such share so redeemed of (i) $25.00 together with all declared
8 Y% r1 U9 }/ O( u3 }# i/ v$ Vand unpaid dividends to the date fixed for redemption in the case of ?: M( p2 Q0 n9 A& E( R
redemptions on February 25, 2019 and on February 25 every five years) D+ A& G' Q4 G# `0 `- \
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
; v: Q2 V. S5 R5 H! F9 qthe date fixed for redemption in the case of redemptions on any other date
7 ?6 z s9 s2 F. i0 l7 w8 Q2 ~on or after February 25, 2014.
]& Y% W3 U6 C/ FConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic' D& Z4 V: V% {3 d2 h$ z N
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have( P. z! N1 S" c' E
the right, at their option, to convert, on February 25, 2019 and on
' s) x/ B4 O4 q" xFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
) ~+ w4 B6 s1 J/ q% q9 N* w4 A3 t4 m! q3 Aor all of their Preferred Shares Series 19 into an equal number of Preferred& u( ~$ k5 p# K' Z9 E1 ]
Shares Series 18 upon giving to the Bank written notice thereof not earlier Q* d/ f! p8 V+ c
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the) X2 X, j& d7 ~& {! p& D' E
15th day preceding, a Series 19 Conversion Date.
% N& p$ Y4 _$ }8 O3 fAutomatic Conversion If the Bank determines, after having taken into account all shares tendered7 E; a1 s1 E$ A1 j
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares/ I9 B0 W" S8 N
Series 18, as the case may be, that there would be outstanding on such5 T: p5 E0 C) }( ^( N
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,% V* f; R* A# l; }6 n/ X& \
such remaining number of Preferred Shares Series 19 will automatically be3 B9 s' b" k8 b2 b
converted on such Series 19 Conversion Date into an equal number of
, V' I# o; w& c0 V0 @$ q/ u& CPreferred Shares Series 18. Additionally, if the Bank determines that, after
) T% c# t* ~2 B( E* wconversion, there would be outstanding on such Series 19 Conversion Date2 I f% R; u, k
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares- E0 A# r! V" b i4 t% R
Series 19 will be converted into Preferred Shares Series 18.% x3 ^$ N9 A4 ^' c% q' } y) u/ w
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 Y1 f+ `4 U# nSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
, ]+ ]5 W6 \( D4 F$ [any meeting of the shareholders of the Bank unless and until the first time at3 i- L' l7 }* X( V2 Y; n
which the Board of Directors has not declared the whole dividend on the- F' c; h! F4 X& `, G
Preferred Shares Series 19 in any quarter. In that event, subject as5 b) Q `0 ~: b$ \
hereinafter provided, the holders of Preferred Shares Series 19 will be6 P! q3 g. i T7 f: Y8 U' a
entitled to receive notice of, and to attend, meetings of shareholders at which& l" r* ^0 m* s
directors of the Bank are to be elected and will be entitled to one vote for
" o" Y N9 t- z1 }' j! Weach Preferred Share Series 19 held. The voting rights of the holders of the8 [, o" r- `: \$ U: R
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
$ ^& {0 ]; N( y1 K. Z& bthe first dividend on the Preferred Shares Series 19 to which the holders are; v1 {( w1 P2 b5 P. `
entitled thereunder subsequent to the time such voting rights first arose until
* T- H( y" _: V, n; M" B$ _! W( zsuch time as the Bank may again fail to declare the whole dividend on the
& s1 s# T. I6 X- D' l1 r( wPreferred Shares Series 19 in respect of any quarter, in which event such
" z: Y! o( Q5 Z+ P4 n$ \- \voting rights will become effective again and so on from time to time./ x2 T9 g" @- n% M3 J; L
S-6
& E! Y* m8 {9 i' bPriority: The preferred shares of each series of the Bank will rank on a parity with- j: _; g0 p: L8 z8 s3 D; g4 C$ r
every other series and are entitled to preference over the common shares of. {1 E$ @% U4 R
the Bank and over any other shares of the Bank ranking junior to the; O- U y3 y1 k
preferred shares with respect to the payment of dividends and upon any
* W, J% M9 p$ r; R8 m' t% Odistribution of assets in the event of the liquidation, dissolution or
% r: T2 l6 C" i+ c1 }' L2 D0 dwinding-up of the Bank.1 y" [ l7 n1 {' k0 J3 y
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
% k# V Q! U/ K6 y+ D* UDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares- d6 o6 v2 d$ P* m. i: Y2 Z6 a
Series 18 and Preferred Shares Series 19 will not be required to pay tax on- |3 ]- x4 E" D- |* Y
dividends received on such shares under Part IV.1 of such Act. |
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