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发表于 2008-11-29 16:58
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下面是BMO的:
' ?3 V7 X. h# F$ C1 R5 s% ASUMMARY OF THE OFFERING% I" @) k$ `$ x& G; y
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’’.
# Y& b! n) z& @; q( `Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.7 W& U- |! S3 \/ x- V
Amount: $150,000,000 (6,000,000 shares).
0 {# @) B$ v. S; @! Z$ E( g# h- d sPrice and Yield: $25.00 per share to yield initially 6.50% per annum.
! ]& _- ^5 w( E4 N, N# hPrincipal Characteristics of the Preferred Shares Series 18" e U j: f. ^. d+ K
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
0 D) ]5 {; J- z; r$ snon-cumulative preferential cash dividends, as and when declared by the
* K+ \9 v, G7 F3 U3 D3 u2 XBoard of Directors, subject to the provisions of the Bank Act, for the initial0 a. p1 Z0 I; @$ X* z
period commencing on the closing date and ending on and including
) f: y( k, @7 B- v5 ?# O7 qFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
. J T5 k3 @1 l: i" | o25th day of February, May, August and November in each year, at a rate
5 h9 U4 [8 s, B8 w" V* D Hequal to $0.40625 per share. The initial dividend, if declared, will be payable
( U. F5 ^& p5 l" |6 D; o' uMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing6 x" Y K: V1 o% W2 ?
date of December 11, 2008.$ r6 ]- v6 o- r, V; B! U
For each five-year period after the Initial Fixed Rate Period (each, a
' \( V$ i3 `9 J: F‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
B& \9 z6 Y& E- x+ ~9 U* s, SSeries 18 will be entitled to receive fixed non-cumulative preferential cash' m" S+ P0 x; ^; j% I5 |$ Q$ ^
dividends, as and when declared by the Board of Directors, subject to the
8 d" H# {; _( L4 _2 l: a+ U0 s1 @2 Uprovisions of the Bank Act, payable quarterly on the 25th day of February,
( C4 H0 K S" K. v" x1 LMay, August and November in each year, in the amount per share per annum/ \& O4 Z3 r% }( V) v
determined by multiplying the Annual Fixed Dividend Rate applicable to
3 U9 k0 O0 N ksuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend$ H) Z9 C& P$ H# y( z- g' y
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the6 r1 |8 V7 |5 n- d, a
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day2 u- v: K% j: U- x% O8 J- x
of such Subsequent Fixed Rate Period and will be equal to the sum of the
+ ~2 s4 g7 J0 ?3 H0 b: n! qGovernment of Canada Yield on the applicable Fixed Rate Calculation Date4 U; p- ?0 I$ o! a8 z$ D
plus 3.83%.
! @0 L! v. B- y$ WIf the Board of Directors does not declare a dividend, or any part thereof, on% f2 h' V2 [6 A2 o
the Preferred Shares Series 18 on or before the dividend payment date for a
! |1 ^ f" a4 X7 e& Iparticular quarter, then the entitlement of the holders of the Preferred
, ]8 ]7 i. g- E; G6 c* PShares Series 18 to receive such dividend, or to any part thereof, for such& r. C- x! ?7 I* i$ a# ]7 w; m
quarter will be forever extinguished.
# v$ M0 D& V- s/ \5 H4 l0 \0 HRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
* R2 K. |* ~, i$ S) z T8 B' ZSuperintendent and to the provisions described below under ‘‘Details of the
2 k+ P: E5 f. M4 zOffering — Certain Provisions of the Preferred Shares Series 18 as a
5 Y& a, F1 n" z6 s3 x1 j! J2 ASeries — Restrictions on Dividends and Retirement of Shares’’, on2 b+ @6 N% q+ x7 x$ ?
February 25, 2014 and on February 25 every five years thereafter, on not
- C% b" p1 r% Gmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any2 C3 K# s/ X+ o. l, r0 b
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
( {1 u0 `% {/ ]3 f( {without the consent of the holder, by the payment of an amount in cash for
1 t* d& w* n& [1 y5 c1 teach such share so redeemed of $25.00 together with all declared and unpaid8 S# ^5 }8 a6 m5 |
dividends to the date fixed for redemption.
# w0 c# C5 p( V" K% l7 ^Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
9 v; @ t! c4 W4 g$ E z! NShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
, z. J' D+ i$ Y" }5 h5 }6 E( Vthe right, at their option, to convert, on February 25, 2014 and on/ l4 \. [8 d+ q; }5 e9 Q
S-4
' q' J) n+ J' J4 xFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any. ^2 i6 p7 b0 W4 ?# K
or all of their Preferred Shares Series 18 into an equal number of Preferred2 K. P9 q: A1 Z0 ~6 q( p; w8 q
Shares Series 19 upon giving to the Bank notice thereof not earlier than0 b" N- m: k9 p' [* q& {
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day4 a- G2 N5 a9 H0 d/ k% @' u
preceding, a Series 18 Conversion Date.
' O- s+ J4 M3 G+ v; TAutomatic Conversion If the Bank determines, after having taken into account all shares tendered$ Y" B' t# `) f1 x
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
* V) b& \5 O: c7 ]Series 19, as the case may be, that there would be outstanding on such& `; g& e2 v8 y$ M! x+ N
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
8 d; m0 @( B, T, A, t8 |such remaining number of Preferred Shares Series 18 will automatically be! a% _. ]! f" t/ k4 }% c" K
converted on such Series 18 Conversion Date into an equal number of
6 L1 P. v6 R7 C4 pPreferred Shares Series 19. Additionally, if the Bank determines that, after0 l6 Y0 N, K, R/ u1 c6 ?7 T/ }
conversion, there would be outstanding on such Series 18 Conversion Date
4 K E7 z+ [- zless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
# U! r4 o! y: `7 Q4 d" mSeries 18 will be converted into Preferred Shares Series 19.
/ y$ n8 \# u/ Q9 R! |1 s* vVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
" [$ }5 ^, b/ T" T% m cSeries 18 will not be entitled as such to receive notice of, attend, or vote at,$ ]! z- Y p9 w% K
any meeting of the shareholders of the Bank unless and until the first time at. `/ ~" d" z% ]& E1 \$ p1 w8 @
which the Board of Directors has not declared the whole dividend on the/ f0 a& r) }# n/ q @
Preferred Shares Series 18 in any quarter. In that event, subject as
- ~6 V; r1 A4 N5 [% _hereinafter provided, the holders of Preferred Shares Series 18 will be7 D2 ?' L" F# t& z5 z8 v
entitled to receive notice of, and to attend, meetings of shareholders at which2 ?) A: a; v h1 [% I/ j
directors of the Bank are to be elected and will be entitled to one vote for" U. P+ O" _1 b: E+ Y
each Preferred Share Series 18 held. The voting rights of the holders of the
' W$ I# q: x7 p6 d& |" mPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
, I M2 F. \5 rthe first dividend on the Preferred Shares Series 18 to which the holders are- X0 K# I0 v6 r/ H& w7 l
entitled thereunder subsequent to the time such voting rights first arose until+ D8 o3 m, y# B( s5 ?4 ?
such time as the Bank may again fail to declare the whole dividend on the
) }4 c5 D1 k* c' CPreferred Shares Series 18 in respect of any quarter, in which event such
6 [9 u2 b' P% H/ s3 {" M8 l/ U( Gvoting rights will become effective again and so on from time to time.
9 V9 c6 Q' A# z4 x- UPrincipal Characteristics of the Preferred Shares Series 19 b9 X* r3 O+ S9 v9 }
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
, q5 s8 f% r4 W/ s! p# Gfloating rate non-cumulative preferential cash dividends, as and when& f" d* x/ u) J" W
declared by the Board of Directors, subject to the provisions of the Bank Act,, S& m* f n* L8 u+ c& Y
payable quarterly on the 25th day of February, May, August and November# Z$ `* X* ~, ]
in each year, in the amount per share determined by multiplying the1 A9 B/ K, g& w2 U
applicable Quarterly Floating Dividend Rate by $25.00.
# G/ F9 X- j) b9 J/ ]On the 30th day prior to the commencement of the initial quarterly dividend
: ]. b3 K$ V. f T4 Jperiod beginning on February 25, 2014, and on the 30th day prior to the first, _# E" L9 z. t0 X- l5 e( F0 W$ Y
day of each subsequent quarterly dividend period (the initial quarterly5 ?) b8 K* e% N) T) P/ o; h- |
dividend period and each subsequent quarterly dividend period is referred to4 L5 m+ ?, A1 \5 B
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the! {! {/ \0 ], S; y2 f k
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
3 N5 t+ W6 e5 `' E: NPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
; X3 r& |- L- t4 p5 vT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
8 u3 }; T8 s: F7 |0 A0 L6 B$ welapsed in the applicable Quarterly Floating Rate Period divided by 365)( g6 T% @1 D2 X0 z3 r
determined on the 30th day prior to the first day of the applicable Quarterly8 m* F$ H. j$ o9 F6 B3 x! v, j
Floating Rate Period.2 i: @& a0 X4 | ?. Z, w$ g3 D
S-54 ? W$ b5 q# o& q6 e* e9 o
If the Board of Directors does not declare a dividend, or any part thereof, on
7 x, Z @1 V$ ~* \the Preferred Shares Series 19 on or before the dividend payment date for a: {( h1 a7 ^' w
particular quarter, then the entitlement of the holders of the Preferred& Y" d: P f% I: A. H0 p
Shares Series 19 to receive such dividend, or to any part thereof, for such
2 d: g2 ^4 y" x- `4 l- G9 oquarter will be forever extinguished.. l8 f X/ B& K; d" Q+ i( T
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
+ \& r! O! g) Z( gSuperintendent and to the provisions described below under the heading; e# v+ d: i& g# F! @
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
0 n3 _0 B8 _4 L$ U) O0 gSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
; e9 Y1 m& W$ {2 [( t/ yon not more than 60 nor less than 30 days’ notice, the Bank may redeem all5 K0 R3 S6 U" T: L$ h* O. m
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s1 v3 C* f& F: r
option without the consent of the holder, by the payment of an amount in; u6 [) z) z' G% K; P/ H: W
cash for each such share so redeemed of (i) $25.00 together with all declared5 X: R+ _6 a; |# I
and unpaid dividends to the date fixed for redemption in the case of( u' _" H* b" n& x) z4 @
redemptions on February 25, 2019 and on February 25 every five years5 b' s- W! R2 v* \3 h
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to6 Z0 N: t$ g2 ]1 M) \8 }
the date fixed for redemption in the case of redemptions on any other date
! l ]3 _ P, @: j+ yon or after February 25, 2014./ k5 ]# n6 N, ?# x. T+ B
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
7 m u- D& n' z/ dShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have+ y9 k# f6 O ]. J, G
the right, at their option, to convert, on February 25, 2019 and on
, y) s' r6 t6 E' g1 U ~: e. v* fFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
# ~& h8 i1 D& o* j) }or all of their Preferred Shares Series 19 into an equal number of Preferred
! V- q' }9 d- I0 Q s vShares Series 18 upon giving to the Bank written notice thereof not earlier. K' P% [* }- p
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the8 I" z. D( ]: p s2 G! G+ O8 a" f
15th day preceding, a Series 19 Conversion Date.
2 x4 u1 F% v8 m( z% O( G+ }Automatic Conversion If the Bank determines, after having taken into account all shares tendered
0 I9 r) {" }$ p1 e. nProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares! x7 C0 H1 J- T- c5 \: {2 G1 Z
Series 18, as the case may be, that there would be outstanding on such' j3 h6 z S* j* D9 T
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,4 I! [. j) ?% Q& _1 i
such remaining number of Preferred Shares Series 19 will automatically be
9 O6 z3 n$ [! l9 f" d( z5 B6 ~& A+ Zconverted on such Series 19 Conversion Date into an equal number of
/ g& d$ ]: W; @* m5 ^4 f! v' hPreferred Shares Series 18. Additionally, if the Bank determines that, after5 c' W* H$ ]/ J4 {+ V) ]
conversion, there would be outstanding on such Series 19 Conversion Date
, h$ e" U" l. ?1 dless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
- a& T x# U+ s) Z/ r7 Z. eSeries 19 will be converted into Preferred Shares Series 18.
4 p4 }" R9 s1 A0 Q/ J6 _1 aVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
, ?( J4 w( i0 [Series 19 will not be entitled as such to receive notice of, attend, or vote at,+ @0 _* z! m& o# E. V! m. X% Z
any meeting of the shareholders of the Bank unless and until the first time at8 S+ Z; J8 y0 @0 _
which the Board of Directors has not declared the whole dividend on the
+ t1 s& H7 h& M$ p: Y4 Z* m6 p" zPreferred Shares Series 19 in any quarter. In that event, subject as
! D: ?5 ^! u: `9 Uhereinafter provided, the holders of Preferred Shares Series 19 will be7 A+ N% `5 \7 @
entitled to receive notice of, and to attend, meetings of shareholders at which% R5 I) A* X4 c
directors of the Bank are to be elected and will be entitled to one vote for, I1 m# m% j3 e9 ] W
each Preferred Share Series 19 held. The voting rights of the holders of the
& f! C, p! s& E% A+ `% z* k9 TPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
2 D% m; }4 r, R6 f: R: \the first dividend on the Preferred Shares Series 19 to which the holders are0 A! i W' N: s9 i) ~1 o1 l- f, l0 y2 Z
entitled thereunder subsequent to the time such voting rights first arose until
6 T& `! U! r- Z5 Usuch time as the Bank may again fail to declare the whole dividend on the6 h0 E+ i# I0 K
Preferred Shares Series 19 in respect of any quarter, in which event such
. H" Y6 `4 n$ K/ x' B2 Lvoting rights will become effective again and so on from time to time.
- H# B5 N. s. X: h3 }3 uS-6
7 M z6 ?, N M! \5 [. l' k3 P0 Y* MPriority: The preferred shares of each series of the Bank will rank on a parity with# r1 j: t: q5 `9 k) {) ~6 r- [
every other series and are entitled to preference over the common shares of: F3 M- n8 r7 v" b2 I4 U
the Bank and over any other shares of the Bank ranking junior to the
7 m' g3 k, ^& ^1 z. Lpreferred shares with respect to the payment of dividends and upon any6 X/ v+ ^# \7 d0 u' q
distribution of assets in the event of the liquidation, dissolution or$ j8 {5 Z; `+ \3 Y3 j
winding-up of the Bank.
6 W* J, H8 J# N' FTax on Preferred Share The Bank will elect, in the manner and within the time provided under
9 a; _- A; ?( m6 kDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares0 x( n- ^# z& Y/ O
Series 18 and Preferred Shares Series 19 will not be required to pay tax on* z2 U/ {; G# t, \! ^5 x
dividends received on such shares under Part IV.1 of such Act. |
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