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发表于 2008-11-29 16:58
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下面是BMO的:
$ I4 S& v0 Z/ m8 ^5 \/ dSUMMARY OF THE OFFERING1 D9 H+ [8 p8 I) n+ z. 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’’.
1 x) ^( E0 a( O% ?2 c$ qIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
8 c0 e3 _, q4 A" kAmount: $150,000,000 (6,000,000 shares).4 v+ K3 A A0 i
Price and Yield: $25.00 per share to yield initially 6.50% per annum.5 b" {+ ]) W! q2 j8 M
Principal Characteristics of the Preferred Shares Series 18* p- b }, E5 g: |) p" i& C
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
4 s" I3 z5 v0 N! l( E- Bnon-cumulative preferential cash dividends, as and when declared by the! x( E+ Y, N7 T! X. a
Board of Directors, subject to the provisions of the Bank Act, for the initial
5 r; Y6 V( ^* w5 O7 ^" jperiod commencing on the closing date and ending on and including( R4 d" n& W7 P! k% v6 |* A- F
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the E. }# [8 S+ l" [+ o1 Z; H, J" i
25th day of February, May, August and November in each year, at a rate
& y- x0 l6 G u+ u6 u; ~equal to $0.40625 per share. The initial dividend, if declared, will be payable) w# ?' O8 j( S; a" C
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing* v, i0 K/ f2 G$ z
date of December 11, 2008.+ B4 v4 D. s7 n- |
For each five-year period after the Initial Fixed Rate Period (each, a2 N ]: N$ E6 j. ^5 g, u
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
6 o4 g8 H4 m; W0 e% e, o/ j2 eSeries 18 will be entitled to receive fixed non-cumulative preferential cash- T& k( @5 H% k) D4 t6 M
dividends, as and when declared by the Board of Directors, subject to the; N: [0 n i4 U
provisions of the Bank Act, payable quarterly on the 25th day of February,
9 \1 l* d0 w; }/ d7 UMay, August and November in each year, in the amount per share per annum" E( q! @( K+ P; _* P
determined by multiplying the Annual Fixed Dividend Rate applicable to% E; q' f1 u. @0 ~
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
9 s0 f9 ~+ Z* ]2 wRate for the ensuing Subsequent Fixed Rate Period will be determined by the
[8 w$ `/ Y* O) ]Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day% ?$ q- r7 k' {
of such Subsequent Fixed Rate Period and will be equal to the sum of the+ Y/ J- j5 I, `5 v; G4 x3 T
Government of Canada Yield on the applicable Fixed Rate Calculation Date4 c+ l% b! x' V- P
plus 3.83%.
3 r$ g9 {% ]" l" @. C9 r/ B9 o' ^If the Board of Directors does not declare a dividend, or any part thereof, on' a: Q$ s& T6 l- p
the Preferred Shares Series 18 on or before the dividend payment date for a5 F5 d, {; m# [; `
particular quarter, then the entitlement of the holders of the Preferred
( _' C, M/ P* S9 W& I5 \3 C; eShares Series 18 to receive such dividend, or to any part thereof, for such# F5 {; [8 H6 H) P: f' t
quarter will be forever extinguished./ Z3 f+ e5 g0 P+ q' ]2 @! X
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the9 B( Y, n: G! o6 R" V
Superintendent and to the provisions described below under ‘‘Details of the
& ^ o' E( L/ L. N4 H* f! T: POffering — Certain Provisions of the Preferred Shares Series 18 as a$ O8 B0 ]+ N8 E e7 g+ S
Series — Restrictions on Dividends and Retirement of Shares’’, on% \+ F7 C6 f6 G$ b6 w& k2 o6 U
February 25, 2014 and on February 25 every five years thereafter, on not9 v) L3 P0 ^/ v8 r+ L/ S4 U3 I
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any! T4 t5 X3 U& \3 F2 @1 z
part of the then outstanding Preferred Shares Series 18, at the Bank’s option# \* H! j/ N3 ~- z- z; z
without the consent of the holder, by the payment of an amount in cash for
' E. f8 ?' W& s. B: n* veach such share so redeemed of $25.00 together with all declared and unpaid
: @0 o7 I1 s4 L& m8 V" y, Xdividends to the date fixed for redemption.
/ J' ?) p$ s* o( U7 n% XConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic- U, V4 h) O# V
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have* T# o k8 [- m9 \* T
the right, at their option, to convert, on February 25, 2014 and on' J/ [. o5 _1 q7 Y4 z( M% p: b
S-4* k& j1 V% x+ v
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any: t1 N( |- j2 @! ? N. ~% ^1 v
or all of their Preferred Shares Series 18 into an equal number of Preferred
7 J% O! m6 q2 I; x& _4 LShares Series 19 upon giving to the Bank notice thereof not earlier than
0 {' t- u9 g2 N& n# K! u9 U30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day4 y! D2 e5 v, H) m
preceding, a Series 18 Conversion Date.- m5 j9 [# @6 a
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
( o# t1 W# \3 O/ f6 M' E: fProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares6 v8 j+ A. R5 m0 T" v
Series 19, as the case may be, that there would be outstanding on such3 q5 q0 o6 [6 v5 w
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
4 f2 ?1 { u+ P+ \5 usuch remaining number of Preferred Shares Series 18 will automatically be
j7 ~; C9 d4 r9 t& G Cconverted on such Series 18 Conversion Date into an equal number of6 Q' \3 v- {' c0 P: [3 i
Preferred Shares Series 19. Additionally, if the Bank determines that, after6 |, Z* T8 k5 ~) u# m6 Q
conversion, there would be outstanding on such Series 18 Conversion Date6 [6 N( M* q& I. B: w
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
. x% B/ C6 C2 F1 N: S9 s( U, { pSeries 18 will be converted into Preferred Shares Series 19.
; U6 _ F' Z, C$ X" t6 f2 k! i8 e* yVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares/ d7 D2 O p) S$ B( e$ G
Series 18 will not be entitled as such to receive notice of, attend, or vote at,* e# l8 j! z/ c( u: Q9 R1 w
any meeting of the shareholders of the Bank unless and until the first time at
1 h C4 s' |: b. k5 Y& }- iwhich the Board of Directors has not declared the whole dividend on the& _1 w8 o" b+ y. u9 D
Preferred Shares Series 18 in any quarter. In that event, subject as( b1 k2 X' Z. ?
hereinafter provided, the holders of Preferred Shares Series 18 will be, E% b2 N2 t9 o
entitled to receive notice of, and to attend, meetings of shareholders at which
- B! T2 _2 t: [# h$ O" C8 C# ndirectors of the Bank are to be elected and will be entitled to one vote for
4 J8 Z% q: x" N8 B _+ beach Preferred Share Series 18 held. The voting rights of the holders of the
- K% L0 c$ U6 j, aPreferred Shares Series 18 will forthwith cease upon payment by the Bank of. ~) f' x! r1 T$ K/ c2 G* x4 H
the first dividend on the Preferred Shares Series 18 to which the holders are' L, P7 @) N; v1 \/ d" i2 l$ X- N
entitled thereunder subsequent to the time such voting rights first arose until
$ y2 d7 ?2 n) ^( Csuch time as the Bank may again fail to declare the whole dividend on the
; o% e; n+ ~* ~% `' `Preferred Shares Series 18 in respect of any quarter, in which event such
1 f X, ?& p+ |2 Nvoting rights will become effective again and so on from time to time.
! C/ e; j+ r& f% mPrincipal Characteristics of the Preferred Shares Series 19+ L" I4 D, i5 Z; q6 R9 X- x1 {3 w$ P# A
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
; F. C( f0 e* Y/ ffloating rate non-cumulative preferential cash dividends, as and when+ ^4 ~8 Y. c* Q: B% Q0 e
declared by the Board of Directors, subject to the provisions of the Bank Act,
# p' j6 w) u% c& v% M, o& upayable quarterly on the 25th day of February, May, August and November
6 A3 V8 _$ S* n2 |% bin each year, in the amount per share determined by multiplying the5 r: H% n Y; X7 d2 Y# o" I
applicable Quarterly Floating Dividend Rate by $25.00.
! d2 e' }, ]8 @ KOn the 30th day prior to the commencement of the initial quarterly dividend! v6 q4 O* B: w; H( f
period beginning on February 25, 2014, and on the 30th day prior to the first
7 d) b3 _! Z. T6 B. mday of each subsequent quarterly dividend period (the initial quarterly
* U+ b$ u: y+ L- e2 L: Adividend period and each subsequent quarterly dividend period is referred to3 i6 E- ]' ?. ~
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the1 }$ I: s2 @' F8 a
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate' K1 z% ?+ _1 @# l
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the0 m7 t; t. |! S& j
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days* \% L6 I2 W# R; l" F; S5 x" b
elapsed in the applicable Quarterly Floating Rate Period divided by 365)4 N7 d% ^9 y% _0 v m) d
determined on the 30th day prior to the first day of the applicable Quarterly
. j* u, A3 }) E1 LFloating Rate Period.
7 o+ U# C: n4 C) W' K& f1 }" IS-5
8 B7 k9 t y. }1 g5 g4 ?! `If the Board of Directors does not declare a dividend, or any part thereof, on
, K& q2 k+ Q, N) Ethe Preferred Shares Series 19 on or before the dividend payment date for a
; B2 `$ T. u' ?6 t& Iparticular quarter, then the entitlement of the holders of the Preferred
4 g/ ^: N ~3 {7 C; TShares Series 19 to receive such dividend, or to any part thereof, for such
8 A8 y* n3 L* V! P) Pquarter will be forever extinguished.
4 n2 [+ T c4 F7 vRedemption: Subject to the provisions of the Bank Act and to the prior consent of the$ _; A& F1 m8 ]* h8 ^
Superintendent and to the provisions described below under the heading
% R) C- T* l- r+ q‘‘Details of the Offering — Certain Provisions of the Preferred Shares
3 w5 {' H8 B$ S1 `2 LSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
9 R- p- ^0 d0 y; X* Pon not more than 60 nor less than 30 days’ notice, the Bank may redeem all) ~6 |2 C+ \" _6 w" Z2 B s
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s, u0 z; a$ v. `6 K- a
option without the consent of the holder, by the payment of an amount in
$ h) {2 s# k# V7 ?/ X' S. j$ Bcash for each such share so redeemed of (i) $25.00 together with all declared z+ D& W( o1 M+ r! J
and unpaid dividends to the date fixed for redemption in the case of4 O0 K+ m5 f' D5 P
redemptions on February 25, 2019 and on February 25 every five years
( c' `) k# }, D8 N. E" L, I+ Othereafter, or (ii) $25.50 together with all declared and unpaid dividends to) a$ f: N6 j" n O% R" E: y$ \
the date fixed for redemption in the case of redemptions on any other date& _' W; z A# E& Q# t5 x+ l1 n
on or after February 25, 2014.. ~% F1 D: \# s, V9 t, j
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic" T) d0 h1 |6 j/ M0 G" {+ m
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have! p4 A8 ^/ ?# Q5 U+ S( L
the right, at their option, to convert, on February 25, 2019 and on3 c0 ^) B$ r2 y5 ?9 e( B: I
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
- r$ t3 A7 u7 l, Ror all of their Preferred Shares Series 19 into an equal number of Preferred1 M; l4 ]9 G9 U1 v4 B
Shares Series 18 upon giving to the Bank written notice thereof not earlier
: k2 j9 E' w" g. t8 I! H# V0 p3 ?than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the7 n' G6 c8 z1 Q( C
15th day preceding, a Series 19 Conversion Date.
. X( ^! C! h: g1 {: e" |$ ?. d4 mAutomatic Conversion If the Bank determines, after having taken into account all shares tendered- J+ J( c3 s; V; W' r4 t: K
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
7 Y: ^% ~7 Y+ w3 e2 ]$ GSeries 18, as the case may be, that there would be outstanding on such1 v% |! Z; a! o2 K
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,9 p) `' V9 L7 Z
such remaining number of Preferred Shares Series 19 will automatically be, [ n- q/ ~( O6 }+ w& c
converted on such Series 19 Conversion Date into an equal number of
$ y3 q( K. p. o# \ ?Preferred Shares Series 18. Additionally, if the Bank determines that, after# _# M. u1 Q3 L8 j& T4 z# E7 X! e
conversion, there would be outstanding on such Series 19 Conversion Date
6 U% A o3 h3 D' f c. @3 T( c7 b$ Hless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
8 d, \* ?- v1 R: U+ fSeries 19 will be converted into Preferred Shares Series 18. x( a& N/ i; s/ P& K( n
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
& j% o5 y5 Y6 F9 N1 q; B* P3 pSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
S8 A/ Z; D, E3 N+ x4 Oany meeting of the shareholders of the Bank unless and until the first time at
8 z- \6 g8 I$ N4 Y, Awhich the Board of Directors has not declared the whole dividend on the/ }( }; e: s5 S P6 I0 ?
Preferred Shares Series 19 in any quarter. In that event, subject as# I" a* R3 }4 L% \1 x( d: L
hereinafter provided, the holders of Preferred Shares Series 19 will be
8 w' |. u. Y( E' v2 ~& i6 fentitled to receive notice of, and to attend, meetings of shareholders at which; ]6 h9 n: C# h8 U
directors of the Bank are to be elected and will be entitled to one vote for
- O: R9 ~3 s2 h. K$ ]- eeach Preferred Share Series 19 held. The voting rights of the holders of the( b0 E' `3 I; |4 t( z' Q& c
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
! k t' r. A+ G) k% u- H6 qthe first dividend on the Preferred Shares Series 19 to which the holders are
3 D( Z& n1 [- m0 bentitled thereunder subsequent to the time such voting rights first arose until }, l' B$ E& V, u$ m7 R/ E0 p) Y" l
such time as the Bank may again fail to declare the whole dividend on the
, D5 m3 S% S7 O- |1 ^9 B! H) ]Preferred Shares Series 19 in respect of any quarter, in which event such( K" [- M$ V* [: q+ |
voting rights will become effective again and so on from time to time.
3 Q- T# ^/ j! m; w! K) xS-6
$ Q8 M- |- k1 E$ X7 k+ G9 g8 DPriority: The preferred shares of each series of the Bank will rank on a parity with
- @) d( l1 ?6 z7 R4 y: @9 revery other series and are entitled to preference over the common shares of
7 Q8 ?4 }8 \+ f$ h' S" X! _( tthe Bank and over any other shares of the Bank ranking junior to the4 A* h/ s, @5 [ F' P. o9 M
preferred shares with respect to the payment of dividends and upon any2 ^) O2 l/ `2 O) t2 @
distribution of assets in the event of the liquidation, dissolution or
% J& y7 `6 e, S0 \$ ?! dwinding-up of the Bank.
! Q; e L. l* GTax on Preferred Share The Bank will elect, in the manner and within the time provided under
9 {; w7 _' q8 h: i, m+ J6 qDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares% K% o! x+ ^, M8 G5 g) @) `
Series 18 and Preferred Shares Series 19 will not be required to pay tax on8 O2 L; r, K d0 R# O7 S, O
dividends received on such shares under Part IV.1 of such Act. |
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