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发表于 2008-11-29 16:58
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下面是BMO的:
. N/ e; @: l, o& l; U$ o- \3 I4 vSUMMARY OF THE OFFERING
, ~, q7 p7 a# L4 ^& GThis 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’’.
4 Z2 C+ k! ^) O) nIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
4 C, P' B0 g! E( `" N, n7 l( @/ SAmount: $150,000,000 (6,000,000 shares).
( n; U9 Z6 s! c! d9 j' Y: v/ v( KPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
. @% P8 y2 }; `- B+ @" g) H# |Principal Characteristics of the Preferred Shares Series 185 Y( l& h( @9 c! i' P( i
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed( W1 S5 z& f1 R
non-cumulative preferential cash dividends, as and when declared by the8 g3 O' }1 ^/ m6 i( I
Board of Directors, subject to the provisions of the Bank Act, for the initial
% s: C0 Z" N4 C7 H7 g2 N" Tperiod commencing on the closing date and ending on and including. P8 o: o& b6 } q, G" |
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
/ `- U/ s" a% z! z9 G. I; N25th day of February, May, August and November in each year, at a rate4 [/ R. c1 s( H- _4 l4 b9 M
equal to $0.40625 per share. The initial dividend, if declared, will be payable
- o- h5 f3 o; A! j# G! b8 jMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing! ~# p/ n0 }4 h9 @! G# N: _
date of December 11, 2008.
) a8 V \- w+ n% |7 s/ F6 YFor each five-year period after the Initial Fixed Rate Period (each, a
( S& ?( O% X& \8 e* Y‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares, l5 n/ w1 b* Z0 F. h1 L
Series 18 will be entitled to receive fixed non-cumulative preferential cash
5 U. n! j9 B4 t8 m8 Qdividends, as and when declared by the Board of Directors, subject to the
Z( Z* @* w* r* Z6 Tprovisions of the Bank Act, payable quarterly on the 25th day of February,+ D" G% O/ \7 d1 x8 F! I: }! l
May, August and November in each year, in the amount per share per annum
/ k# _3 T7 T2 ~% Qdetermined by multiplying the Annual Fixed Dividend Rate applicable to: ~9 {$ o% N4 M* ^6 C$ t! |/ d% _
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend* W, Y2 A6 ]5 _% o: k3 Z
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the4 s/ [' k6 V5 o
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day. n& S& e+ p. Q" }
of such Subsequent Fixed Rate Period and will be equal to the sum of the- g1 W. w2 ?/ D
Government of Canada Yield on the applicable Fixed Rate Calculation Date
) Y4 z8 M3 x2 ~plus 3.83%.' J: c% ^3 ~% f6 R3 P% N% l
If the Board of Directors does not declare a dividend, or any part thereof, on
/ s0 `- t: O2 xthe Preferred Shares Series 18 on or before the dividend payment date for a
7 y! U' t% P6 G# kparticular quarter, then the entitlement of the holders of the Preferred
% s6 W% N. f2 I/ M# dShares Series 18 to receive such dividend, or to any part thereof, for such
4 w6 I. o& ^+ ]6 R& i% bquarter will be forever extinguished.
J& R4 |. S9 y& K$ }Redemption: Subject to the provisions of the Bank Act and to the prior consent of the+ b$ y9 W d7 t4 [; T
Superintendent and to the provisions described below under ‘‘Details of the
/ I ]$ p7 U. @% B* P( C2 d q) X6 GOffering — Certain Provisions of the Preferred Shares Series 18 as a
z7 y4 ^: R1 x4 m" c) o* RSeries — Restrictions on Dividends and Retirement of Shares’’, on$ s/ T5 ~+ j3 E7 o
February 25, 2014 and on February 25 every five years thereafter, on not
7 v) h0 n% K4 ]% M6 Pmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any( e8 x3 U2 z3 _
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
& K2 \$ B/ c: u n. W0 v! o' G0 \without the consent of the holder, by the payment of an amount in cash for6 Z. w3 e+ _% h7 L
each such share so redeemed of $25.00 together with all declared and unpaid+ T. x; D2 b; ^" ]3 T' M2 V# k$ u) Y
dividends to the date fixed for redemption.
, {5 y3 Q" M- X; q9 h4 X/ s+ M" [ JConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
8 u8 X+ _/ Y, U" @Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
' R9 B- j+ L( D: G" u" ithe right, at their option, to convert, on February 25, 2014 and on; X" O. e# K7 Y8 E7 v
S-4- ]! j% U5 a0 d& S" C1 s
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any+ a* X' L6 K" O# m) V- ~1 y" c
or all of their Preferred Shares Series 18 into an equal number of Preferred
8 |6 @ J8 G; y6 u7 A# @* hShares Series 19 upon giving to the Bank notice thereof not earlier than
4 V7 j' d# n% |# x( x* `30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
' ?+ X a0 y3 I0 s0 C+ tpreceding, a Series 18 Conversion Date.
( e# t& [) G& |6 f$ n" w0 ^Automatic Conversion If the Bank determines, after having taken into account all shares tendered. Y$ V' \7 T, j4 w. m2 t% `
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
8 N5 e9 X$ g# x8 s3 d6 n! V7 USeries 19, as the case may be, that there would be outstanding on such
1 J% C3 ?+ {9 j- M6 [Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
7 U: D- ^$ v' Z5 x- E0 z* Csuch remaining number of Preferred Shares Series 18 will automatically be7 i; W) T6 F4 L1 T
converted on such Series 18 Conversion Date into an equal number of# B* ]6 |6 [2 m' E, H
Preferred Shares Series 19. Additionally, if the Bank determines that, after
9 P; b( E5 m: p% }0 O6 b! z6 f! }conversion, there would be outstanding on such Series 18 Conversion Date/ \1 T! y- M1 ?
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares9 t D7 y! |* Z# ?7 A3 P3 k
Series 18 will be converted into Preferred Shares Series 19." B3 q% j2 b. {: M8 x$ ?( X
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
: X3 x: F. w# Q' XSeries 18 will not be entitled as such to receive notice of, attend, or vote at,$ J* m8 H; w$ s0 i$ z B8 c
any meeting of the shareholders of the Bank unless and until the first time at' \$ a: m8 p. I7 D# w9 k3 y
which the Board of Directors has not declared the whole dividend on the- v/ I& L- C6 y0 u, Q; h
Preferred Shares Series 18 in any quarter. In that event, subject as6 y8 X' n$ @$ d$ y U; `# m
hereinafter provided, the holders of Preferred Shares Series 18 will be
" Z1 F- I3 m' ^/ M$ h) u( jentitled to receive notice of, and to attend, meetings of shareholders at which' N6 x/ O6 O% |; \
directors of the Bank are to be elected and will be entitled to one vote for
( H3 e3 l+ j7 _ geach Preferred Share Series 18 held. The voting rights of the holders of the2 S' O* {6 Z2 |9 S! x
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
& |2 U# A' K8 J4 E8 I" uthe first dividend on the Preferred Shares Series 18 to which the holders are
, @. Y u2 n' ?. ~/ O# Eentitled thereunder subsequent to the time such voting rights first arose until
3 `% v! `" m4 E7 n' }such time as the Bank may again fail to declare the whole dividend on the
$ N9 f3 \; P1 c3 SPreferred Shares Series 18 in respect of any quarter, in which event such
1 c8 h$ V. ^4 f. Kvoting rights will become effective again and so on from time to time.1 k2 N8 P7 I; p( E
Principal Characteristics of the Preferred Shares Series 19
6 G! v8 A! T- ?2 l j9 K7 [/ YDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
* g$ U# a9 x# j, x% p* Hfloating rate non-cumulative preferential cash dividends, as and when) J f* X8 f+ P- o
declared by the Board of Directors, subject to the provisions of the Bank Act,
; f- k$ Y5 g0 h! Bpayable quarterly on the 25th day of February, May, August and November f5 k! d" d1 f; t) i
in each year, in the amount per share determined by multiplying the
6 j$ h- H d! i: H+ Dapplicable Quarterly Floating Dividend Rate by $25.00.- J+ V0 X a7 _& M5 T
On the 30th day prior to the commencement of the initial quarterly dividend' @& u! t8 H) h7 E" @- z/ s
period beginning on February 25, 2014, and on the 30th day prior to the first ~1 D. n& l' |4 p! e. Q) S; _; s' N
day of each subsequent quarterly dividend period (the initial quarterly
: m8 ?! g- ~1 w: b& a9 s: b: f, adividend period and each subsequent quarterly dividend period is referred to
9 _7 N' Y$ u, Xas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
& j9 P" j; O+ pQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate4 `- t; p B) r0 e' x+ n k
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
9 {6 |3 J0 I& x. E& a2 p% O0 MT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
; e, o1 Q& |/ v5 \elapsed in the applicable Quarterly Floating Rate Period divided by 365). I4 R1 k5 E! Y+ Y
determined on the 30th day prior to the first day of the applicable Quarterly
( F4 O2 `" n; e: |, V! k1 |+ z1 FFloating Rate Period.
4 K: E& z8 h* S7 k+ I5 s4 b6 d* ?S-5
Q, o4 @# J+ X- E7 IIf the Board of Directors does not declare a dividend, or any part thereof, on
: i3 L# `; h4 C/ y Ithe Preferred Shares Series 19 on or before the dividend payment date for a, E$ L' k& I2 U( K8 W5 R
particular quarter, then the entitlement of the holders of the Preferred" H M- u5 t, p N+ `
Shares Series 19 to receive such dividend, or to any part thereof, for such# P9 t0 s; [8 a7 `: r
quarter will be forever extinguished.9 [/ Q- F' u9 R( w Z* R
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
* ?" t& d C( x ASuperintendent and to the provisions described below under the heading1 G5 Z, Q8 K- s
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
1 [: O. n/ q: M/ PSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
+ {9 \' \8 W. Son not more than 60 nor less than 30 days’ notice, the Bank may redeem all- L6 R: H6 n- j0 i
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s1 k4 u: n9 O9 u% p8 [1 P& D
option without the consent of the holder, by the payment of an amount in, ?& S$ T7 U( }" ]+ d4 ?8 T# B+ ]5 i
cash for each such share so redeemed of (i) $25.00 together with all declared
) t( W( R0 }, O( dand unpaid dividends to the date fixed for redemption in the case of" q3 n# B2 ?2 c; {& m& s/ M* w! F
redemptions on February 25, 2019 and on February 25 every five years I9 x2 g2 f5 x7 f8 _+ z$ o
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to! K8 R: y) c1 Z
the date fixed for redemption in the case of redemptions on any other date
q1 m9 K4 y6 d6 p+ son or after February 25, 2014.& D# O3 }) N- r
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
' `4 D h6 c4 |( ?2 {Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
% L1 n V0 G: u' gthe right, at their option, to convert, on February 25, 2019 and on7 ~1 q9 ?" j! K+ H9 [7 [5 g) b1 y9 {
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any+ N4 z; B2 Y+ y7 W3 P, h3 E
or all of their Preferred Shares Series 19 into an equal number of Preferred2 }( y! q7 d! x4 y6 C
Shares Series 18 upon giving to the Bank written notice thereof not earlier
+ o/ ]! V- j# X+ ~9 i% Sthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
9 e# q8 d, \. L. H, @4 ~15th day preceding, a Series 19 Conversion Date., C- c( ]) X5 d; a* d& i
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
( C; S* y3 }2 B" j( jProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
( [4 I, K! W; T! T# MSeries 18, as the case may be, that there would be outstanding on such
5 N7 l5 z+ H+ ]3 g4 P8 ]* d. P6 RSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,1 g1 j5 v" T4 u6 z% @
such remaining number of Preferred Shares Series 19 will automatically be
\7 w! D* L/ Xconverted on such Series 19 Conversion Date into an equal number of
# ?: M7 `# r. }$ \5 IPreferred Shares Series 18. Additionally, if the Bank determines that, after
% z: H3 N. q5 t7 V" ~conversion, there would be outstanding on such Series 19 Conversion Date: M5 E$ O/ D: e1 T+ E/ m8 C
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares1 e( K3 Z* P6 u! v9 R" |) x
Series 19 will be converted into Preferred Shares Series 18.
& c& E" F5 i( U2 t# jVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares& A4 i8 d7 x! h! c" @1 k
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
' c. e( |: Y* H* e2 \/ Yany meeting of the shareholders of the Bank unless and until the first time at; ~ g) `3 N6 ^
which the Board of Directors has not declared the whole dividend on the
8 b3 R8 y. P% q C( U6 L, }Preferred Shares Series 19 in any quarter. In that event, subject as
/ d: G6 L7 ?+ F# f0 a, f+ V* z7 xhereinafter provided, the holders of Preferred Shares Series 19 will be6 ~3 k$ D F' _
entitled to receive notice of, and to attend, meetings of shareholders at which
$ z, _, T" q8 _4 Zdirectors of the Bank are to be elected and will be entitled to one vote for
8 X7 x2 B# T$ k6 t* j; d3 seach Preferred Share Series 19 held. The voting rights of the holders of the8 \$ o8 g: k8 f C h6 b1 A
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
: n, |, {- |* e/ X2 fthe first dividend on the Preferred Shares Series 19 to which the holders are
' `- @. b7 a. Nentitled thereunder subsequent to the time such voting rights first arose until
; l" u* ^: a! f) u' J9 a: isuch time as the Bank may again fail to declare the whole dividend on the
; U$ S8 b y6 l T& VPreferred Shares Series 19 in respect of any quarter, in which event such% W% C5 A* f* V7 N8 z8 `
voting rights will become effective again and so on from time to time.7 j5 m- ~ M, {
S-6
& G1 E2 V5 O% ~& _) T4 H) NPriority: The preferred shares of each series of the Bank will rank on a parity with
7 T6 l: M0 }# bevery other series and are entitled to preference over the common shares of
% X: m. T+ @' Jthe Bank and over any other shares of the Bank ranking junior to the
" a5 S4 y- }- c' G8 mpreferred shares with respect to the payment of dividends and upon any
/ o* Z! l7 w2 X" Rdistribution of assets in the event of the liquidation, dissolution or
% W; V4 L/ s ]; Vwinding-up of the Bank.4 V! V: P3 D9 _9 v) d; [
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under' @: c! L; C: l
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares1 G- p0 Q. Y2 S* ?; N) m5 O
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
1 r# j0 R/ w& B0 t2 G$ \dividends received on such shares under Part IV.1 of such Act. |
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