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发表于 2008-11-29 16:58
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下面是BMO的:
6 Q, }" d! o( V* n( G, }SUMMARY OF THE OFFERING
, Q8 p- p0 S6 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’’.
1 C+ R9 d& g! W6 q9 y0 Q3 UIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.' t" U6 `, n1 w2 B- z0 C
Amount: $150,000,000 (6,000,000 shares).
' r# o t* o. ~' P1 T, @7 {Price and Yield: $25.00 per share to yield initially 6.50% per annum.: {! I! i1 p* E6 b
Principal Characteristics of the Preferred Shares Series 18! c W7 ^ ^! U8 N1 o: C# J
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed& \. A; I% n$ R/ e, e9 q7 X
non-cumulative preferential cash dividends, as and when declared by the4 p7 U% }6 S) V
Board of Directors, subject to the provisions of the Bank Act, for the initial
K" h' [4 W4 J5 aperiod commencing on the closing date and ending on and including
0 b. {7 o6 a |/ p0 i7 tFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
) x: s1 b/ a3 D/ ^2 ?25th day of February, May, August and November in each year, at a rate
6 \7 w5 v4 G3 k2 z7 N# Cequal to $0.40625 per share. The initial dividend, if declared, will be payable
) x4 W% |0 g. t; ^May 25, 2009 and will be $0.73459 per share, based on the anticipated closing7 U+ \7 k' ]2 N( {( X: t% ?7 S. p
date of December 11, 2008.
. {+ M: \8 g/ m5 G- E( lFor each five-year period after the Initial Fixed Rate Period (each, a: w: h6 y+ m1 q. e9 l
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
' H' v4 r `0 F- A7 WSeries 18 will be entitled to receive fixed non-cumulative preferential cash4 Z# x4 Q- `5 [
dividends, as and when declared by the Board of Directors, subject to the5 R! j3 U% D/ Q* k# ?0 M
provisions of the Bank Act, payable quarterly on the 25th day of February,
) |0 ^" [9 ]8 }' sMay, August and November in each year, in the amount per share per annum: Z& q. X; d0 o; x" Y& A7 v
determined by multiplying the Annual Fixed Dividend Rate applicable to
5 y+ \# { h: Vsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend) N T4 ]- f' [$ G- E' Z
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the1 v8 U7 K- H8 r$ N5 a5 e/ ?
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
+ j% ], v" I) t1 s% G* h- yof such Subsequent Fixed Rate Period and will be equal to the sum of the
- C9 a* f: h, z j% qGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
6 a, ] e L8 K* }' w mplus 3.83%.* x( f7 M6 _& l: _
If the Board of Directors does not declare a dividend, or any part thereof, on: h4 [) M+ v5 F' r& ~
the Preferred Shares Series 18 on or before the dividend payment date for a; o X, |# O+ w8 Q: z$ C8 H4 |. p
particular quarter, then the entitlement of the holders of the Preferred
. O) v( V; W9 W, |' n' i2 SShares Series 18 to receive such dividend, or to any part thereof, for such$ j9 |! N& A, ]/ H& Y) ?
quarter will be forever extinguished.
/ a' Y" F" j# x; `Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
; ~7 N! g9 i8 [3 wSuperintendent and to the provisions described below under ‘‘Details of the
& `. x9 Y3 I! Q0 x6 W5 qOffering — Certain Provisions of the Preferred Shares Series 18 as a" S1 L8 J( N6 C0 [' f' ]
Series — Restrictions on Dividends and Retirement of Shares’’, on
" H" } q. J7 @2 l; mFebruary 25, 2014 and on February 25 every five years thereafter, on not5 x% i: P: q% q8 W2 p+ y( G
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any! A2 m! S: ^* _' t6 L, E9 a9 r D
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
) C) q) L, `4 m$ K0 g0 T0 `8 Z# k3 dwithout the consent of the holder, by the payment of an amount in cash for+ E4 p" M# _2 }! E# n, ^
each such share so redeemed of $25.00 together with all declared and unpaid. d- R( j2 x1 e# M; n2 K6 E* r- S
dividends to the date fixed for redemption.
8 B) C8 ^/ n9 J$ _) g8 m# }5 cConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
2 w i) P, G3 ~, g2 O0 ^Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
" {. X- I" g( hthe right, at their option, to convert, on February 25, 2014 and on
( M% V$ ?* c0 ]5 ]% f# KS-4
2 \4 C, N4 p5 K7 z, xFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
8 q4 r4 L3 r: M' I6 Z) |( qor all of their Preferred Shares Series 18 into an equal number of Preferred
- u9 _+ u7 c' c! dShares Series 19 upon giving to the Bank notice thereof not earlier than
/ a& @* h Q$ [7 F8 ^( [. C6 R9 L7 d30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
( r: Z {* _: ~% Epreceding, a Series 18 Conversion Date.
; v j' W9 h# b0 {, ?Automatic Conversion If the Bank determines, after having taken into account all shares tendered
9 ]% \+ [6 n' g- A( \+ J( DProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares3 ?0 k& t) h. Q9 E; s7 y
Series 19, as the case may be, that there would be outstanding on such' K; m2 ~1 Z! }0 W2 |
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
0 S' r$ {5 k& F- a( `: r/ n5 Vsuch remaining number of Preferred Shares Series 18 will automatically be
3 G* _* h0 C: w O& i! _$ Rconverted on such Series 18 Conversion Date into an equal number of! M5 v0 r3 v1 E4 i1 Q* i
Preferred Shares Series 19. Additionally, if the Bank determines that, after4 K" ] H/ o( |* i! j" ~( A, D
conversion, there would be outstanding on such Series 18 Conversion Date; I" v" q( Z& X6 s$ e$ M$ H O7 F
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
" ]& Y! n5 B7 {$ a# d7 \/ d& k1 [Series 18 will be converted into Preferred Shares Series 19.
" x0 Z2 ~" q* S7 I% j1 aVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares. r! S5 t: K$ b- J0 {, ?
Series 18 will not be entitled as such to receive notice of, attend, or vote at,( E& ^! z! b: W! V
any meeting of the shareholders of the Bank unless and until the first time at( n) W$ Y8 c$ ]
which the Board of Directors has not declared the whole dividend on the! Y7 T* ^$ V& }: I7 ^3 a( k( l
Preferred Shares Series 18 in any quarter. In that event, subject as
, g; M+ [& d# W1 q% A5 ohereinafter provided, the holders of Preferred Shares Series 18 will be
/ ~2 w: }: ? \' t5 @entitled to receive notice of, and to attend, meetings of shareholders at which8 G- {5 G2 p9 u+ W7 e
directors of the Bank are to be elected and will be entitled to one vote for
) [0 p- P6 u7 H& |each Preferred Share Series 18 held. The voting rights of the holders of the
3 J! u7 N+ U0 k2 o' L: uPreferred Shares Series 18 will forthwith cease upon payment by the Bank of' g d5 L. p9 ^
the first dividend on the Preferred Shares Series 18 to which the holders are
' z% Q1 r+ K2 l9 m6 _entitled thereunder subsequent to the time such voting rights first arose until {1 i" v8 Q. }$ j- D! N- h
such time as the Bank may again fail to declare the whole dividend on the
/ r; }$ p T: \7 BPreferred Shares Series 18 in respect of any quarter, in which event such
; J6 @) h% Z8 Q* [- _* \& a; F4 V" ovoting rights will become effective again and so on from time to time.
6 H- I0 B) p/ B% V$ m: ^& qPrincipal Characteristics of the Preferred Shares Series 197 W" d+ x4 n& E# Z' L6 I/ w/ E
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
: Y. u2 X8 e8 Qfloating rate non-cumulative preferential cash dividends, as and when1 a( _' F o6 b
declared by the Board of Directors, subject to the provisions of the Bank Act,; U4 @0 @; G. I1 [6 T: |: p1 e
payable quarterly on the 25th day of February, May, August and November
0 Y# n. p7 o0 v- U' qin each year, in the amount per share determined by multiplying the
$ | L% r& a K X, P' R' f( eapplicable Quarterly Floating Dividend Rate by $25.00.
: |4 v2 b; b. l7 C8 hOn the 30th day prior to the commencement of the initial quarterly dividend7 D3 u# n3 n- B" _
period beginning on February 25, 2014, and on the 30th day prior to the first9 `" f0 b R& T! p% ^. X
day of each subsequent quarterly dividend period (the initial quarterly
9 U- a! t# l8 z7 D& Wdividend period and each subsequent quarterly dividend period is referred to: s" p% J7 }( [7 I7 u, u" v
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the' P1 }) X6 G0 I0 `0 u9 j8 M3 W
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate$ e- }; D; D: e F3 v
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
5 o% t* m r; w/ ~T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days8 ?/ i. T1 z8 O4 ]7 w& T1 {" p
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
% D: K9 o. E; y; q8 K/ Udetermined on the 30th day prior to the first day of the applicable Quarterly
$ E9 D' d- `' N1 Y( P' iFloating Rate Period.
' x% R: c5 n6 {, F2 q& i ]1 JS-5
# }1 M1 s0 F3 h( Z" X, x( S! KIf the Board of Directors does not declare a dividend, or any part thereof, on4 |: u; i/ L% K& [& o9 Q
the Preferred Shares Series 19 on or before the dividend payment date for a
8 A" b' c2 H3 o: r6 v. vparticular quarter, then the entitlement of the holders of the Preferred* I* Y6 L/ g# h0 c
Shares Series 19 to receive such dividend, or to any part thereof, for such
9 M% ]1 b* {; @quarter will be forever extinguished.
+ g+ n H! o0 W* P, P& {Redemption: Subject to the provisions of the Bank Act and to the prior consent of the9 L4 ]3 t0 z0 x" f8 n7 u3 b/ i* I
Superintendent and to the provisions described below under the heading
. g! P, R8 I; o6 x1 O- G% @‘‘Details of the Offering — Certain Provisions of the Preferred Shares
$ P) L! ~7 `# b- j$ W8 ^" S- K7 h9 C6 BSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,& K7 O3 T6 L: n+ j# o
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
4 h2 C" p: K6 h7 U0 B: gor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
/ G: d" i! T# n1 u# H7 S% Eoption without the consent of the holder, by the payment of an amount in% \" H5 F# \; E8 r* M# R
cash for each such share so redeemed of (i) $25.00 together with all declared
N' @1 t7 v3 M& K, V5 kand unpaid dividends to the date fixed for redemption in the case of
/ U' h/ r9 k% k6 q- w7 g* K! w4 Uredemptions on February 25, 2019 and on February 25 every five years6 @5 ?' d9 ?' r
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
3 i+ s, t6 f: J6 p1 p/ ithe date fixed for redemption in the case of redemptions on any other date+ W. K9 @& ?: }3 w; b8 f" L/ F
on or after February 25, 2014.
7 d) s; t( |- u3 r+ EConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
8 C6 {# x* {2 G" `" |, e/ IShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have( Q; `5 i' ]. o; J5 r n
the right, at their option, to convert, on February 25, 2019 and on
0 m( u' a2 z% R9 ~3 r2 KFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
/ s5 P& Q) t( G, T) ~or all of their Preferred Shares Series 19 into an equal number of Preferred, {. S1 |' y0 I! K5 m9 w) }
Shares Series 18 upon giving to the Bank written notice thereof not earlier
8 g3 x- { [0 o$ I( m* U0 C3 v) ^than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
; _- \0 ^/ ]9 i; Z k V5 R15th day preceding, a Series 19 Conversion Date.
1 }4 x( C' ]) f, ]' _* jAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
* I0 b5 z8 n ]Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares# U+ K0 S# y3 D
Series 18, as the case may be, that there would be outstanding on such0 W3 w0 [- c9 M+ q7 A
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
* m f1 a$ ]* B5 A4 ssuch remaining number of Preferred Shares Series 19 will automatically be
% O' J& `' r( s5 _converted on such Series 19 Conversion Date into an equal number of2 M6 n# I9 A0 o" o
Preferred Shares Series 18. Additionally, if the Bank determines that, after
4 S8 {- l! A! w5 e5 h) f( P3 S6 ~conversion, there would be outstanding on such Series 19 Conversion Date6 f3 J/ @* C; C! B$ e' P4 m
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares; r2 o8 o! g# u0 l, `
Series 19 will be converted into Preferred Shares Series 18.) ?4 C, X& h9 \# _- ~1 J) J
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares Z0 c% l+ p! s6 x5 }& U
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
3 ~ {! z6 n. i0 X4 ~7 hany meeting of the shareholders of the Bank unless and until the first time at
2 D2 ^. a) `' j4 Ywhich the Board of Directors has not declared the whole dividend on the
& `4 I* x7 a" c4 i: j4 S/ ?( c4 v; VPreferred Shares Series 19 in any quarter. In that event, subject as+ i7 W' B# P- M" j
hereinafter provided, the holders of Preferred Shares Series 19 will be
6 |; \3 w! `/ n. v/ Tentitled to receive notice of, and to attend, meetings of shareholders at which- Y, X1 t g6 X$ W
directors of the Bank are to be elected and will be entitled to one vote for( Y2 o5 A# M! _( @6 Z- i
each Preferred Share Series 19 held. The voting rights of the holders of the
7 _3 p! l) q0 nPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
* {+ Y& D! c2 I! {: J2 wthe first dividend on the Preferred Shares Series 19 to which the holders are: v4 h( W1 }; z, ~1 E5 Q5 q' q
entitled thereunder subsequent to the time such voting rights first arose until
% q. l' I f: i0 S# esuch time as the Bank may again fail to declare the whole dividend on the( j& B+ J Y' O9 ?5 ~
Preferred Shares Series 19 in respect of any quarter, in which event such
/ a$ E) n: D) n) h/ f9 fvoting rights will become effective again and so on from time to time.4 K- B+ D1 M/ y; g; T
S-6
' \) z) R! u- W8 \9 K) [Priority: The preferred shares of each series of the Bank will rank on a parity with' j2 F3 U' d m q8 f
every other series and are entitled to preference over the common shares of: i( S3 k; E4 Y! Z" F8 d% T/ w
the Bank and over any other shares of the Bank ranking junior to the
6 q1 V" z( ^9 ^preferred shares with respect to the payment of dividends and upon any
0 b! R3 i+ j( V* m5 \distribution of assets in the event of the liquidation, dissolution or
0 M- C% z- w: k; W! D) pwinding-up of the Bank.6 V V# N6 T8 c, y- c
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under, \+ ?& W6 R. B
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
: w3 {7 T" B$ h- [0 B- y+ L5 XSeries 18 and Preferred Shares Series 19 will not be required to pay tax on/ o# a2 X1 d6 g
dividends received on such shares under Part IV.1 of such Act. |
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