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发表于 2008-11-29 16:58
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下面是BMO的:8 S( P" t2 N& V$ Q; p' i
SUMMARY OF THE OFFERING
% j( T" O' J& g; w0 zThis 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’’.
' Y7 q" A4 Z6 vIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.# D4 \2 w( p3 N$ `9 y. p: R
Amount: $150,000,000 (6,000,000 shares).9 C& O1 P0 D. {# j0 y
Price and Yield: $25.00 per share to yield initially 6.50% per annum.: _! R& v4 k5 ^- A2 @4 W5 b
Principal Characteristics of the Preferred Shares Series 18! K- `! B8 A- C( P
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
1 i: c6 I8 ^8 K( j+ |non-cumulative preferential cash dividends, as and when declared by the
6 s( Q: ~+ G5 V) b9 O8 o/ mBoard of Directors, subject to the provisions of the Bank Act, for the initial' r) M7 w) ]5 S
period commencing on the closing date and ending on and including# I6 c0 e7 ^3 v$ c1 ?; q. o
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the+ ~+ ]: e9 Q* X$ ]: `
25th day of February, May, August and November in each year, at a rate* {" U$ \! b/ Q0 @: r" Z
equal to $0.40625 per share. The initial dividend, if declared, will be payable8 v4 N" [3 v- U) m
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
2 l) D9 o. m4 U5 n5 l7 O3 Kdate of December 11, 2008., ^7 m* A* Q- c$ @$ c$ R
For each five-year period after the Initial Fixed Rate Period (each, a
5 T I% w, t8 D' s‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
+ h; b" g3 [2 w! f' dSeries 18 will be entitled to receive fixed non-cumulative preferential cash: M( t, U- h$ X) j- u
dividends, as and when declared by the Board of Directors, subject to the/ V$ D4 U9 a* B2 ~; m* f# ?
provisions of the Bank Act, payable quarterly on the 25th day of February,
. a. B' T% Z* b* WMay, August and November in each year, in the amount per share per annum
% f- g" s9 c+ t/ a% Zdetermined by multiplying the Annual Fixed Dividend Rate applicable to
$ [4 R3 s) j+ j. r5 x- O" ~such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend; o# J/ [5 z- `6 _! f7 N. _
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
1 T& `/ M1 G; tBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
% M" H, y; j' K3 ?" h; |of such Subsequent Fixed Rate Period and will be equal to the sum of the
4 b$ @2 I' a1 m7 k+ e3 qGovernment of Canada Yield on the applicable Fixed Rate Calculation Date$ }7 L5 Z' M, S* j
plus 3.83%.2 o8 w4 l P2 k: z
If the Board of Directors does not declare a dividend, or any part thereof, on; j6 t* U& K* a: n- y
the Preferred Shares Series 18 on or before the dividend payment date for a5 x3 x& h( S6 e. d N
particular quarter, then the entitlement of the holders of the Preferred
K' S) Z4 \( C# ^7 Z5 M' hShares Series 18 to receive such dividend, or to any part thereof, for such% t" O/ ?, w3 i) T8 x/ L/ U7 a
quarter will be forever extinguished.2 _! T S N9 `7 P0 }
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
4 }9 _6 s2 [( |% [Superintendent and to the provisions described below under ‘‘Details of the
0 B* ]; x e& G1 B9 L" l7 UOffering — Certain Provisions of the Preferred Shares Series 18 as a6 I( Y9 q% t" D$ N* Y$ y+ |) n
Series — Restrictions on Dividends and Retirement of Shares’’, on
9 @9 W3 X v' HFebruary 25, 2014 and on February 25 every five years thereafter, on not
0 D6 R5 t) l/ ]" @/ t7 p. w. C# Dmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any! m* A, U& s3 P2 L' e4 P
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
1 g% H4 G" A1 M& Q0 r# lwithout the consent of the holder, by the payment of an amount in cash for4 ~/ r; @* M+ L
each such share so redeemed of $25.00 together with all declared and unpaid
" N: {- e& u' C& S) }. ~dividends to the date fixed for redemption.
' J7 z: v. b- a9 o+ x0 CConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic L1 N; ~+ n- D" y
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have) Z1 r9 w5 j. Y2 L- u
the right, at their option, to convert, on February 25, 2014 and on- q5 O/ I) b0 H y" n M7 c8 \4 o
S-4/ V+ F) h. T# ]7 ~/ p, ~' i
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
9 W5 f1 w3 U% ^$ j9 o( dor all of their Preferred Shares Series 18 into an equal number of Preferred& n6 w3 X1 M. a
Shares Series 19 upon giving to the Bank notice thereof not earlier than$ F9 m) I$ M' o2 T% @
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
# k0 }% a+ s/ m2 z) Jpreceding, a Series 18 Conversion Date.
/ @6 k1 _! S, i+ fAutomatic Conversion If the Bank determines, after having taken into account all shares tendered* S# v; g' W6 c5 b# A1 [
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
0 K- i# Q! ]8 a! j4 V+ }Series 19, as the case may be, that there would be outstanding on such
6 U) z( o7 K G2 DSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18," @- A7 L2 S) |0 P
such remaining number of Preferred Shares Series 18 will automatically be
8 R% ]+ @* G. t/ \converted on such Series 18 Conversion Date into an equal number of' p' `2 X$ [; r; k* g
Preferred Shares Series 19. Additionally, if the Bank determines that, after
; g' O: y9 s6 tconversion, there would be outstanding on such Series 18 Conversion Date
8 j( E2 b h' u8 e @less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares1 p3 T5 {! b0 l' B: q
Series 18 will be converted into Preferred Shares Series 19.% j+ l; d. I# v# G: P. K1 e: R1 A
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares8 n% q' I$ q1 T# C1 @
Series 18 will not be entitled as such to receive notice of, attend, or vote at,8 c8 g3 d' }/ r& G: w0 E" w
any meeting of the shareholders of the Bank unless and until the first time at
o! d" D9 s+ n7 l* I& Awhich the Board of Directors has not declared the whole dividend on the
1 _* ^+ [' w& N) a* l3 oPreferred Shares Series 18 in any quarter. In that event, subject as+ Z4 `2 {0 K/ p7 C" p g6 X
hereinafter provided, the holders of Preferred Shares Series 18 will be
+ W h" w2 I; y w: d q# G$ K; nentitled to receive notice of, and to attend, meetings of shareholders at which$ \9 m( R2 D6 m0 }
directors of the Bank are to be elected and will be entitled to one vote for, i- q2 u! c0 D
each Preferred Share Series 18 held. The voting rights of the holders of the Y" A& f3 R& x0 [% [$ r
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
# `, o( `% d$ j3 vthe first dividend on the Preferred Shares Series 18 to which the holders are
/ i" a7 U% O3 d* gentitled thereunder subsequent to the time such voting rights first arose until
% E5 `1 ?' r7 c0 O0 Tsuch time as the Bank may again fail to declare the whole dividend on the
m p4 `; y7 HPreferred Shares Series 18 in respect of any quarter, in which event such
- E; Y$ x2 k' j/ Dvoting rights will become effective again and so on from time to time.
7 U: ^' D$ q- S, t# b2 O+ F8 s2 CPrincipal Characteristics of the Preferred Shares Series 198 D' W5 g, y- `2 \
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
, L. K' g" ~0 h7 z! N+ D9 nfloating rate non-cumulative preferential cash dividends, as and when
" M7 U! G; |+ z" x7 B$ y6 Wdeclared by the Board of Directors, subject to the provisions of the Bank Act,
" g* ?% h v$ B9 M; Hpayable quarterly on the 25th day of February, May, August and November& e$ F5 _7 q" e$ e: u
in each year, in the amount per share determined by multiplying the2 x& a. V4 g- [5 _; V& w
applicable Quarterly Floating Dividend Rate by $25.00.1 j: |1 o! v7 c# j
On the 30th day prior to the commencement of the initial quarterly dividend# e) x0 o; T4 O: O' W. w' G
period beginning on February 25, 2014, and on the 30th day prior to the first2 D9 n$ e |4 D) M
day of each subsequent quarterly dividend period (the initial quarterly* y, @2 |5 H5 f: ^# Q$ T; R# ^6 V! H; t
dividend period and each subsequent quarterly dividend period is referred to5 o% v* k* L, Y1 K# B
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the% P: M' w) A. g
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
7 U2 c7 \$ Z; P$ X1 B* Q/ IPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
0 ~& V$ L% ^9 Z/ ?7 _$ CT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
: x+ `9 N" d$ T. [9 ^- O3 Qelapsed in the applicable Quarterly Floating Rate Period divided by 365)
" D- b# M7 V8 g: C9 Edetermined on the 30th day prior to the first day of the applicable Quarterly
, j7 P+ N, s: a1 g9 IFloating Rate Period.
- T0 ~: z, t, y4 u4 lS-55 u: X/ r! J7 t: {7 }8 ?
If the Board of Directors does not declare a dividend, or any part thereof, on
* t4 k* F7 A p! c' _' Y: w6 U$ b: athe Preferred Shares Series 19 on or before the dividend payment date for a' t. X3 |! @$ ]8 w
particular quarter, then the entitlement of the holders of the Preferred( S% C2 @9 L# R% w& |
Shares Series 19 to receive such dividend, or to any part thereof, for such
& @ [9 O" K4 K2 Z+ A' Nquarter will be forever extinguished./ ~9 z' d* {* E0 C: Q3 t$ s
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the* r' x. S# R* Y6 l( ?. E
Superintendent and to the provisions described below under the heading5 D* z9 M* Y; C }
‘‘Details of the Offering — Certain Provisions of the Preferred Shares% i' {. C9 @6 }' Y/ e. _& ~
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
" T" i( c z2 w' Pon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
# Q$ M6 ~- P- Sor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
( {, Z# O! l, b7 [- ~, J: woption without the consent of the holder, by the payment of an amount in
! B& d0 C* C5 H+ ~6 Zcash for each such share so redeemed of (i) $25.00 together with all declared
- L T7 u4 L* ]( j2 C5 Band unpaid dividends to the date fixed for redemption in the case of
' _' f4 @( l# L* g! \6 ]! { mredemptions on February 25, 2019 and on February 25 every five years
6 [4 L" Q1 ^! I6 [& Y& nthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
+ x$ E& n8 Z; f* O/ U& Othe date fixed for redemption in the case of redemptions on any other date1 i6 _2 I8 O; b }
on or after February 25, 2014.
0 F3 t! @4 F" P- Q3 g, VConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic! P. u! _- g1 c2 d' u% Q8 u
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have. f0 g0 [% O1 {: ]5 F
the right, at their option, to convert, on February 25, 2019 and on3 v! D- V e5 m( z
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
& s$ i. m3 R, o2 m* for all of their Preferred Shares Series 19 into an equal number of Preferred. p4 P! N- L% p& H9 Y
Shares Series 18 upon giving to the Bank written notice thereof not earlier: {# a# e& G# L8 P
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
: a- Q% T/ \) r" K$ o8 c' y- @, j+ R. g$ ^15th day preceding, a Series 19 Conversion Date.8 {& A% m6 C" @0 W; z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
& b- F# E5 X: tProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares& K) {& }4 W! X
Series 18, as the case may be, that there would be outstanding on such
! z' D2 X2 ]- G/ w" Q) s5 e: dSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
( K. @2 |1 }8 Bsuch remaining number of Preferred Shares Series 19 will automatically be
/ s9 E4 V! @& H9 w8 t% ~6 K( Pconverted on such Series 19 Conversion Date into an equal number of
; @( x/ O+ N5 B# q; MPreferred Shares Series 18. Additionally, if the Bank determines that, after
0 p- E1 \% |8 Yconversion, there would be outstanding on such Series 19 Conversion Date% K2 V. y$ H# J1 }" J V
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
+ e1 b. m# G9 e* [. U: e! Q5 iSeries 19 will be converted into Preferred Shares Series 18.
6 O; U( O- {& VVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
2 t) ]3 {$ ~! Q# DSeries 19 will not be entitled as such to receive notice of, attend, or vote at,& m$ A' ]+ {2 O8 J, A
any meeting of the shareholders of the Bank unless and until the first time at
" S$ v9 S$ h& R- i0 o/ n* a2 [which the Board of Directors has not declared the whole dividend on the% n4 L5 S# T) `- X- C" S6 d
Preferred Shares Series 19 in any quarter. In that event, subject as
. h: K8 u0 b( Hhereinafter provided, the holders of Preferred Shares Series 19 will be' ?/ P3 `* @' k* ^7 J
entitled to receive notice of, and to attend, meetings of shareholders at which1 ~3 P/ M# g( O; L
directors of the Bank are to be elected and will be entitled to one vote for
" N. c' V0 A* x: a$ @! ^$ Peach Preferred Share Series 19 held. The voting rights of the holders of the4 }* d+ b! {4 f7 q% m/ i: D
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
1 s" l0 ^5 y3 n/ Z3 bthe first dividend on the Preferred Shares Series 19 to which the holders are
7 S S0 ~: M8 U/ g; I; Dentitled thereunder subsequent to the time such voting rights first arose until' F! V& O. H5 m5 l
such time as the Bank may again fail to declare the whole dividend on the
( _0 }8 W) i) p2 ^2 CPreferred Shares Series 19 in respect of any quarter, in which event such8 @# V2 q6 k9 r
voting rights will become effective again and so on from time to time.- A+ A* }- S/ g/ @, \5 v6 Z( }& c
S-6' J6 n0 b9 S$ W
Priority: The preferred shares of each series of the Bank will rank on a parity with+ X# o, `- e) l) N5 z" ]
every other series and are entitled to preference over the common shares of% G5 A4 W% t" H$ g. p3 j
the Bank and over any other shares of the Bank ranking junior to the. N$ v$ [! |% e7 c* `
preferred shares with respect to the payment of dividends and upon any
; m: L! s8 ]6 L+ u' Zdistribution of assets in the event of the liquidation, dissolution or2 {1 x* g6 B1 p% u3 ^$ O
winding-up of the Bank.
9 ~. s0 v; @+ U3 E0 VTax on Preferred Share The Bank will elect, in the manner and within the time provided under- S |3 S9 B! ?! F2 d5 `# f3 _
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
/ _) Y) O, ^! _/ oSeries 18 and Preferred Shares Series 19 will not be required to pay tax on _9 d0 ?7 {# N8 b9 p+ ^
dividends received on such shares under Part IV.1 of such Act. |
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