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发表于 2008-11-29 16:58
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下面是BMO的:
# z2 F5 K' U+ e* ~) F, G7 eSUMMARY OF THE OFFERING8 S' [1 z# l% J# [- B
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’’.( C X( j) a0 C/ ]5 g6 e
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
1 _" V3 l+ H, B4 n- F" C7 Z6 KAmount: $150,000,000 (6,000,000 shares).
' `" l8 i- J4 b( A& e( T, O) QPrice and Yield: $25.00 per share to yield initially 6.50% per annum.$ _" b; V* a$ V, @, @
Principal Characteristics of the Preferred Shares Series 184 k: }# z7 Q, A9 k
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
* m) }) K9 Q3 e- O+ cnon-cumulative preferential cash dividends, as and when declared by the1 y# T3 E, G$ S3 t# b1 w# b
Board of Directors, subject to the provisions of the Bank Act, for the initial$ ?1 i; P ^) L2 X
period commencing on the closing date and ending on and including2 ~6 T& d* Y( _7 g8 B9 Y. f8 d/ ?
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the P1 {, N" e! B" P/ K$ ]2 N
25th day of February, May, August and November in each year, at a rate
0 y: g; T" V Z4 o ^! uequal to $0.40625 per share. The initial dividend, if declared, will be payable) _8 ^, o4 Q2 p9 u I8 a& M' f) A9 S
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing7 A5 X6 e! ?; N$ s
date of December 11, 2008.. J; E* [8 P7 a8 u- f; v5 \9 z
For each five-year period after the Initial Fixed Rate Period (each, a
$ T/ ^7 ?) p, N, z2 l+ M‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares6 N5 g9 W _9 S& K
Series 18 will be entitled to receive fixed non-cumulative preferential cash- }, M. v$ |9 A
dividends, as and when declared by the Board of Directors, subject to the
6 W2 c# d3 d% d% r/ U, @' xprovisions of the Bank Act, payable quarterly on the 25th day of February,
3 e) ]$ r, E# K7 [3 ~9 ]May, August and November in each year, in the amount per share per annum
" ~$ P6 q W* l- @$ ^determined by multiplying the Annual Fixed Dividend Rate applicable to
' S5 \, \% h( x W5 A, Csuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
+ V& c0 v) h" N: W9 K8 ORate for the ensuing Subsequent Fixed Rate Period will be determined by the
4 V" \# ]2 _, l# C6 LBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day4 G/ R% ^% u8 K' P$ ^. V! U6 ^
of such Subsequent Fixed Rate Period and will be equal to the sum of the
- p7 ]* A! o9 {* UGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
1 R( v! }; R0 ~4 y2 Y3 k+ F$ a! J! {plus 3.83%.$ Z! [0 H; K' m; ~/ }6 }4 y
If the Board of Directors does not declare a dividend, or any part thereof, on
& `1 l) [1 `3 i" N1 vthe Preferred Shares Series 18 on or before the dividend payment date for a( m! G- D5 ?( M j# A X2 ]2 Q
particular quarter, then the entitlement of the holders of the Preferred
$ G6 x, z/ f" [; ]4 D0 NShares Series 18 to receive such dividend, or to any part thereof, for such
3 g1 I- K M' |' v2 N+ Wquarter will be forever extinguished.$ N3 I' R3 j {" [) {, e8 x
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the2 ~0 W) R D. d4 E# N$ g$ ?2 H$ D
Superintendent and to the provisions described below under ‘‘Details of the
$ a3 E- [0 ~# E! J+ |% `& IOffering — Certain Provisions of the Preferred Shares Series 18 as a$ \! z9 W# t$ W3 `+ i6 |
Series — Restrictions on Dividends and Retirement of Shares’’, on; e0 ~! m" y+ V2 p
February 25, 2014 and on February 25 every five years thereafter, on not
$ \+ a# @' w# e" [1 B) kmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
' @6 h% u1 Z% ~part of the then outstanding Preferred Shares Series 18, at the Bank’s option
- S+ O4 }3 g" m# t0 F5 E' Wwithout the consent of the holder, by the payment of an amount in cash for/ N) E8 _" `! Y ?4 d2 b( S0 @' z
each such share so redeemed of $25.00 together with all declared and unpaid
1 z& \$ ]4 e9 ^/ v5 w3 X8 }dividends to the date fixed for redemption.
/ ~( T" q+ y- xConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic n) u. i. Q x9 G, X) ^
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have- T7 O2 b; J# N1 _5 ?( q- v- d
the right, at their option, to convert, on February 25, 2014 and on
& ~: [) \& Y8 |, V5 E$ wS-49 q- J1 U m3 O' v
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
9 g1 z% c7 ^* F4 [or all of their Preferred Shares Series 18 into an equal number of Preferred1 o, u2 a7 r( e0 j: N
Shares Series 19 upon giving to the Bank notice thereof not earlier than
8 G# r( G3 U5 o/ j' A( m# h30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day. n0 `0 u# H$ D5 d8 ?' ^! x7 D) s
preceding, a Series 18 Conversion Date.
) {# l/ M8 M( NAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
; e$ ]+ `1 Z+ YProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares) t& M0 N3 V4 g+ X6 f- ~
Series 19, as the case may be, that there would be outstanding on such0 |, Y/ L1 }7 g2 `' M
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
5 ~" k" d$ K( y, K( B3 A& Gsuch remaining number of Preferred Shares Series 18 will automatically be
* L" T( Z$ s5 U1 ^converted on such Series 18 Conversion Date into an equal number of+ q/ i( C, c; X4 \6 Z
Preferred Shares Series 19. Additionally, if the Bank determines that, after
8 u- {- `! ^6 _. Gconversion, there would be outstanding on such Series 18 Conversion Date
( E& V' |( p5 fless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares) E1 G1 \3 |! N% ^8 E; S: T4 u
Series 18 will be converted into Preferred Shares Series 19.+ ]- [. J& }1 \! d: M( r* g
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares m0 w4 |% ?- D( d s
Series 18 will not be entitled as such to receive notice of, attend, or vote at,' |* [6 l/ P' h9 _1 x
any meeting of the shareholders of the Bank unless and until the first time at+ Y! k. n/ E! v
which the Board of Directors has not declared the whole dividend on the
1 V+ [+ v8 p, @3 d4 uPreferred Shares Series 18 in any quarter. In that event, subject as
0 ~6 S9 m9 x+ f9 lhereinafter provided, the holders of Preferred Shares Series 18 will be! p& V& \. ~# y, k. ~6 }/ x' O- f0 i
entitled to receive notice of, and to attend, meetings of shareholders at which6 |5 l, d! N n7 |0 ^5 {+ e
directors of the Bank are to be elected and will be entitled to one vote for
2 l; B+ Y/ c* Y8 ]each Preferred Share Series 18 held. The voting rights of the holders of the: t4 L6 p2 ? k' r5 k
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
' b* F" ]. B4 f& `- f8 U kthe first dividend on the Preferred Shares Series 18 to which the holders are% P- q9 u+ M/ R' P3 V+ s4 x( i
entitled thereunder subsequent to the time such voting rights first arose until J4 q& k8 O. ?" s. h
such time as the Bank may again fail to declare the whole dividend on the8 m$ M+ ~- o9 V: V2 U
Preferred Shares Series 18 in respect of any quarter, in which event such
6 c$ i" n9 x$ f: Fvoting rights will become effective again and so on from time to time.; \0 b7 K L1 F# j8 N
Principal Characteristics of the Preferred Shares Series 19
/ n4 M9 G# _; CDividends: The holders of the Preferred Shares Series 19 will be entitled to receive! ^- s1 N7 Q& o4 N5 G6 L Y/ o
floating rate non-cumulative preferential cash dividends, as and when
+ R# }; @0 w8 hdeclared by the Board of Directors, subject to the provisions of the Bank Act,4 c# X4 c+ |' H I: t# Z
payable quarterly on the 25th day of February, May, August and November
9 N# ]6 H6 _6 {& B: v& m+ ain each year, in the amount per share determined by multiplying the3 h, C+ Z6 g' c( t; Z% k: ~
applicable Quarterly Floating Dividend Rate by $25.00.# u4 u5 A' R$ |+ F+ o9 b
On the 30th day prior to the commencement of the initial quarterly dividend
3 o" S x! _5 g$ a1 Lperiod beginning on February 25, 2014, and on the 30th day prior to the first
, `; K- j$ A1 H4 N! A4 eday of each subsequent quarterly dividend period (the initial quarterly3 |$ O( K( a2 F
dividend period and each subsequent quarterly dividend period is referred to+ B, R, V9 X- O' q r: |
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the* l! E+ P' g, l6 d% |9 {! `
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate+ b" k' l' D) d( `
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
* L) X# D2 B$ g2 jT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days5 w. ?% f* G. n+ M; Z [2 }
elapsed in the applicable Quarterly Floating Rate Period divided by 365)% m( S! } b5 C0 b C
determined on the 30th day prior to the first day of the applicable Quarterly
0 _$ q$ x! H/ M) p1 IFloating Rate Period.) x" M3 m9 I. Y0 K3 Q# N" v% i
S-5
( |- L1 j, B: V9 X* Z5 P2 IIf the Board of Directors does not declare a dividend, or any part thereof, on t0 C/ I0 a7 L8 K
the Preferred Shares Series 19 on or before the dividend payment date for a4 L9 P J$ Q& J: z
particular quarter, then the entitlement of the holders of the Preferred
' O5 Z1 W( n0 v: {! wShares Series 19 to receive such dividend, or to any part thereof, for such9 w: I1 l. y4 _- F) R* `
quarter will be forever extinguished., C& q6 S( Y( @- W4 t0 n5 c
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
0 M0 `6 P9 ~8 i6 C8 KSuperintendent and to the provisions described below under the heading) k0 d* R5 E' v9 h
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
4 E6 H: x8 m b6 U6 E9 ] W$ uSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’," u; i9 f& I8 O/ g3 |
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
/ _& G$ ?5 @! P6 R! o+ v8 aor any part of the then outstanding Preferred Shares Series 19, at the Bank’s' l5 f! w G B4 m& N
option without the consent of the holder, by the payment of an amount in d" B. g# E, a, F& w, C
cash for each such share so redeemed of (i) $25.00 together with all declared1 L `2 I! u" n% m, O8 A8 F
and unpaid dividends to the date fixed for redemption in the case of+ j0 `1 i, Q; R1 G8 J
redemptions on February 25, 2019 and on February 25 every five years4 X( D4 G B$ f) z( l# ]3 M9 D) ^
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
3 B0 P6 }9 v0 Y- j* t9 g2 Athe date fixed for redemption in the case of redemptions on any other date
+ K: k1 `3 d/ `; j0 \# Non or after February 25, 2014.9 Z8 I* |/ |& o0 }0 G& ?. T% \
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
# d5 O4 h' p2 w: n; h( t7 wShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
% H+ v/ N. C" ^the right, at their option, to convert, on February 25, 2019 and on6 ~6 L! m7 {! V* p
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
* j* z$ \, I7 R, w: e: ]or all of their Preferred Shares Series 19 into an equal number of Preferred# d4 i* E; p7 _. z3 |* A' P
Shares Series 18 upon giving to the Bank written notice thereof not earlier
N* G# x/ Y/ s, p" j5 j% x- }than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the- B4 i3 [* I$ h& w: M! N7 ~
15th day preceding, a Series 19 Conversion Date.
. S! S0 e- `) E6 y1 MAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
- s6 ~; l. U( n9 A: b; U2 k3 [Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares- U) j, \# n/ H" x' R0 }& L
Series 18, as the case may be, that there would be outstanding on such: [% f4 C, D6 W: a" E" V
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,0 X% D, ]0 Q# w; d* @) `
such remaining number of Preferred Shares Series 19 will automatically be
8 X( |% Z- c9 G( c9 T. Lconverted on such Series 19 Conversion Date into an equal number of3 t9 R$ o( M6 D! ]8 o2 `0 n
Preferred Shares Series 18. Additionally, if the Bank determines that, after; p1 H0 q8 ]& v
conversion, there would be outstanding on such Series 19 Conversion Date
/ l) T P( T [9 n& U6 N7 sless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
W" `" r6 D. D; b# L$ Z$ OSeries 19 will be converted into Preferred Shares Series 18.
7 ?5 k" z- x5 JVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
! g: g: I8 E0 z i7 eSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
9 Q( n& A) `2 |1 ~, \% jany meeting of the shareholders of the Bank unless and until the first time at2 C" l$ T) w9 J8 ~- Y8 ?
which the Board of Directors has not declared the whole dividend on the% `) K2 y1 A6 T2 J# K% ?$ Z
Preferred Shares Series 19 in any quarter. In that event, subject as% o4 K2 {/ A1 b3 E7 P- h. R8 j6 y
hereinafter provided, the holders of Preferred Shares Series 19 will be
1 d+ C1 \7 |# F) D6 Lentitled to receive notice of, and to attend, meetings of shareholders at which
0 L9 V1 z8 M$ A& D8 O0 E+ A0 ~6 L/ e5 Jdirectors of the Bank are to be elected and will be entitled to one vote for
9 f5 I2 ~. J/ M. j, peach Preferred Share Series 19 held. The voting rights of the holders of the
) E ~$ b0 F. \! t5 uPreferred Shares Series 19 will forthwith cease upon payment by the Bank of# Q* Q4 S8 _* q6 u; c( Y
the first dividend on the Preferred Shares Series 19 to which the holders are& f H: I% r3 e* y
entitled thereunder subsequent to the time such voting rights first arose until
' p% B T4 p! \# q/ C$ jsuch time as the Bank may again fail to declare the whole dividend on the
# I, _ |$ v. n S) v% iPreferred Shares Series 19 in respect of any quarter, in which event such; C9 z4 ^' [& B' `" C
voting rights will become effective again and so on from time to time.7 Z9 \9 B- N! \/ T# a/ X# _
S-6: f, ?! ?/ N/ X) J
Priority: The preferred shares of each series of the Bank will rank on a parity with
3 P, r2 ~1 |0 R0 j8 r0 e9 g, zevery other series and are entitled to preference over the common shares of% Q+ P# a: j9 r
the Bank and over any other shares of the Bank ranking junior to the
' I# r; m. f* b" H% r& V" t lpreferred shares with respect to the payment of dividends and upon any
( [! U6 j- k3 f6 x% ] o/ Zdistribution of assets in the event of the liquidation, dissolution or
$ \* V' u. o$ f4 T. }9 |3 [winding-up of the Bank.
~! Q2 E s# u/ Y- l; iTax on Preferred Share The Bank will elect, in the manner and within the time provided under
8 A3 \+ k; }' c- Q( O4 dDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares" ^& @, G {6 }2 j9 E
Series 18 and Preferred Shares Series 19 will not be required to pay tax on& |4 s+ x* w+ Q
dividends received on such shares under Part IV.1 of such Act. |
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