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发表于 2008-11-29 16:58
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下面是BMO的:
2 s+ }( d m* G7 }+ s% b5 P& g1 LSUMMARY OF THE OFFERING- Q2 X+ l [# k$ T: `' }! i, R; Q
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’’.$ U: W% t0 ^; v2 y# O) ~8 Z5 U
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.% r9 ~, `# x& T
Amount: $150,000,000 (6,000,000 shares).2 ^8 e; Y( p0 o9 b' H
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
) C$ v" @" T5 o3 nPrincipal Characteristics of the Preferred Shares Series 18
" ~7 e0 i, f8 g) T1 rDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed- t" t' h& B) _3 |% i6 b
non-cumulative preferential cash dividends, as and when declared by the
5 w; t0 }7 |, C; h# _" L7 ]8 C+ oBoard of Directors, subject to the provisions of the Bank Act, for the initial$ g0 @* N- k* r2 H& U" k
period commencing on the closing date and ending on and including( M& y/ g) Z$ t
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the* E3 u y5 O4 t' m1 W
25th day of February, May, August and November in each year, at a rate
( m* R ^" a( b- w. ^equal to $0.40625 per share. The initial dividend, if declared, will be payable' J4 Q" x4 L& s: O ^3 ?' a8 K4 S: D0 I
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing5 x4 v" o. I" W. o/ W4 a
date of December 11, 2008.6 a+ ~- {& r& S( b; D! s# h0 a
For each five-year period after the Initial Fixed Rate Period (each, a3 h$ y' W; K, o) e- |# \# V- I
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares& `( k9 Q% _& K4 D4 B
Series 18 will be entitled to receive fixed non-cumulative preferential cash3 }3 _, r( ]; ? ~7 P
dividends, as and when declared by the Board of Directors, subject to the8 j- p/ Z9 b& `( v& L
provisions of the Bank Act, payable quarterly on the 25th day of February,3 a' d# \) n2 V$ i+ ]$ q; o
May, August and November in each year, in the amount per share per annum
. j$ s$ K, n# T; F& gdetermined by multiplying the Annual Fixed Dividend Rate applicable to
% I% W; [" S; Y2 V5 p* Hsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
& S# T' M9 z! p: YRate for the ensuing Subsequent Fixed Rate Period will be determined by the
8 U% Q$ R* S/ x* `$ RBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day: q( \* ^* L; c
of such Subsequent Fixed Rate Period and will be equal to the sum of the9 H0 N& ?2 {+ W
Government of Canada Yield on the applicable Fixed Rate Calculation Date
4 o9 g+ e5 E; b5 vplus 3.83%.$ H4 r) i& S F' Z
If the Board of Directors does not declare a dividend, or any part thereof, on
* a1 |1 I/ _9 S. A0 a9 j8 x- mthe Preferred Shares Series 18 on or before the dividend payment date for a" n5 S; V7 E R6 ?$ H4 R' U
particular quarter, then the entitlement of the holders of the Preferred
$ d. j: g8 L* P H- W7 \Shares Series 18 to receive such dividend, or to any part thereof, for such
5 M2 Z1 }& _# T) p4 o R! S# aquarter will be forever extinguished.
# M# ]/ U+ {( h% E3 URedemption: Subject to the provisions of the Bank Act and to the prior consent of the' \1 }" h' O3 v# h& n
Superintendent and to the provisions described below under ‘‘Details of the
+ U% \, K k; I$ b7 {$ uOffering — Certain Provisions of the Preferred Shares Series 18 as a
# j6 U7 R' s, H% W3 ?8 uSeries — Restrictions on Dividends and Retirement of Shares’’, on5 ^7 H* o6 P, S9 Q
February 25, 2014 and on February 25 every five years thereafter, on not
3 w; I# E- D% S3 p# L- S7 Dmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
5 G' N0 k& J: n5 _9 \) Cpart of the then outstanding Preferred Shares Series 18, at the Bank’s option3 M! f$ P+ |3 Q2 ^8 [5 h
without the consent of the holder, by the payment of an amount in cash for* u8 c+ t1 N+ Y& X) v8 d6 @
each such share so redeemed of $25.00 together with all declared and unpaid
8 I Y N# t; ~: y/ ^+ r+ ?dividends to the date fixed for redemption.
# ^4 e7 L+ ]& o# f3 FConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
8 a4 h- p9 V: k2 l5 H: l' `$ y; V4 l3 NShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
# ` y( }5 Q( H* m. fthe right, at their option, to convert, on February 25, 2014 and on
: A7 J7 v5 Y6 E6 m6 N8 l: K6 q2 cS-4
) w k* I; P" _- Z( `2 a* w' f# AFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
& I% o' j* x1 z2 v; Oor all of their Preferred Shares Series 18 into an equal number of Preferred; |2 Y6 g6 u) i. _) j* P" O) x% T2 w
Shares Series 19 upon giving to the Bank notice thereof not earlier than
. m. P2 V* U& x8 Y+ ?1 G) z$ D30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day- F& J/ T) `/ [# R9 t9 Z
preceding, a Series 18 Conversion Date.0 b3 |' e( \, v7 r6 `5 ]6 B
Automatic Conversion If the Bank determines, after having taken into account all shares tendered- m$ y, ^1 e$ ]- E% F; V
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
L. o' \. v" |8 ?/ OSeries 19, as the case may be, that there would be outstanding on such
( P; D1 b+ n- L1 v4 xSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
4 r4 I; v% @ N6 i& q3 m4 S, ]such remaining number of Preferred Shares Series 18 will automatically be) o$ i( S* G! [2 P
converted on such Series 18 Conversion Date into an equal number of; X3 O6 j9 l0 g5 c4 h( @; y% o
Preferred Shares Series 19. Additionally, if the Bank determines that, after
& [6 ^0 o) G9 ^ R: mconversion, there would be outstanding on such Series 18 Conversion Date" w: v' q9 M% v" t/ I8 `
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
1 d( ]" k1 F9 z: u$ qSeries 18 will be converted into Preferred Shares Series 19.& _7 G U0 l5 Z+ o* x
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares6 s5 b8 E. V# l( w- ?, F; h$ ~' \
Series 18 will not be entitled as such to receive notice of, attend, or vote at,# q6 W0 {: Q+ x0 U0 _: ]
any meeting of the shareholders of the Bank unless and until the first time at* W" @& c8 Q" f- |) j$ |+ M& b
which the Board of Directors has not declared the whole dividend on the) |$ Z) R. ^! {+ Y8 ], ]
Preferred Shares Series 18 in any quarter. In that event, subject as6 V$ Z/ Y. E+ z1 V0 j
hereinafter provided, the holders of Preferred Shares Series 18 will be
. s! B; Y" }( k! j( \entitled to receive notice of, and to attend, meetings of shareholders at which: u+ B V: C( x p8 Q0 d
directors of the Bank are to be elected and will be entitled to one vote for2 R' R; g* ^+ R* j7 m
each Preferred Share Series 18 held. The voting rights of the holders of the s& F! }, k% u2 I; N6 s; ]
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of9 N3 a& F/ K: {, {" t' R$ ^
the first dividend on the Preferred Shares Series 18 to which the holders are
& A5 U1 v9 M& E* K8 M1 @/ \entitled thereunder subsequent to the time such voting rights first arose until
7 e. x) W, B5 ?5 b/ Lsuch time as the Bank may again fail to declare the whole dividend on the
9 B2 Y, u" p" ~! hPreferred Shares Series 18 in respect of any quarter, in which event such& P8 p5 L0 R% c! C$ w8 V
voting rights will become effective again and so on from time to time.: h4 b5 E0 f0 L: J6 w; k
Principal Characteristics of the Preferred Shares Series 19
/ r1 }" g5 W1 o0 b( JDividends: The holders of the Preferred Shares Series 19 will be entitled to receive$ Y! h I8 F: g3 O+ G6 H
floating rate non-cumulative preferential cash dividends, as and when: c! n- X0 e5 s4 |- Z
declared by the Board of Directors, subject to the provisions of the Bank Act,
* \' E, l$ _6 e) N& Hpayable quarterly on the 25th day of February, May, August and November; |: a J$ w. S5 ^) f6 }
in each year, in the amount per share determined by multiplying the# Q6 T" k- q5 D5 y: b& _7 K
applicable Quarterly Floating Dividend Rate by $25.00." p$ f9 L" l7 y8 [, b$ L
On the 30th day prior to the commencement of the initial quarterly dividend
) p& `6 ]( }- z, O1 b2 G$ U: I0 yperiod beginning on February 25, 2014, and on the 30th day prior to the first
0 A8 f1 p8 ~4 ~, ]2 X: U9 Y$ }day of each subsequent quarterly dividend period (the initial quarterly
: Q) Q5 S9 U, f$ t0 ]& D5 M) ~dividend period and each subsequent quarterly dividend period is referred to) N5 v- l) j" p; s* o+ } T
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the9 c/ C% ~$ M [( F5 ~, S
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
1 I5 ?4 g8 n6 M4 iPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
2 ^0 L/ t! c cT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
) Y+ [, B* h9 X1 G8 N+ Jelapsed in the applicable Quarterly Floating Rate Period divided by 365)5 d6 E% ]! Y9 A3 V2 o
determined on the 30th day prior to the first day of the applicable Quarterly/ u9 e) p. E/ j7 X1 r' t
Floating Rate Period.
: x3 S6 \; w& Q. u' E8 aS-5
7 L7 P" Q. H1 U- w# d* Z( QIf the Board of Directors does not declare a dividend, or any part thereof, on; \7 |! H5 N4 c! l1 |; @
the Preferred Shares Series 19 on or before the dividend payment date for a
$ m; T, S7 @4 e' i+ F$ N! Aparticular quarter, then the entitlement of the holders of the Preferred$ D3 G$ U* u) B/ x! ^# _4 l
Shares Series 19 to receive such dividend, or to any part thereof, for such
: @$ v/ b( n) F5 U- Rquarter will be forever extinguished.( h2 Y* f8 V l
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the$ [& X6 s5 L4 @6 N
Superintendent and to the provisions described below under the heading% W& e, {* d, @& U
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
- y8 a0 ~. u! R; l" B2 c! M1 {Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,. e. T" t0 T4 O# p/ v: Q3 Y7 s- K$ p
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all' H" U% V/ @0 [$ S' t" H
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
( @8 m# Z9 N$ W7 R. o6 e; K' @option without the consent of the holder, by the payment of an amount in8 O: y6 M" t+ Z9 _5 @
cash for each such share so redeemed of (i) $25.00 together with all declared4 J; b+ C1 P: a0 e) o8 W0 X
and unpaid dividends to the date fixed for redemption in the case of
8 T& _% l7 Q2 e) jredemptions on February 25, 2019 and on February 25 every five years* H6 J: N, L6 P/ J
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
' k. X2 L: a+ B9 @6 m! ]the date fixed for redemption in the case of redemptions on any other date
& Z/ p/ b7 s0 Von or after February 25, 2014.
1 E9 x. ?- }+ w& r8 ^" |" i; QConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
* P) D) k+ S. A7 _Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have: S+ j; _$ Y" S }/ T" N% o
the right, at their option, to convert, on February 25, 2019 and on
) h7 I3 {/ I0 o+ c1 J8 Z2 g0 I/ AFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
6 H! L( c8 x4 F7 B" oor all of their Preferred Shares Series 19 into an equal number of Preferred
# N4 Y2 `4 M! u9 ]6 sShares Series 18 upon giving to the Bank written notice thereof not earlier
7 f% A: l: u+ k# S1 ^' u7 cthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the! [! d2 }2 R. G6 k. Y% @
15th day preceding, a Series 19 Conversion Date.% N9 f) `2 T; H7 Y" {- e
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
* Z, o# t7 O( T6 } xProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares1 B. t2 J3 F8 M8 R# |) x' @# W
Series 18, as the case may be, that there would be outstanding on such7 u1 F7 V- v( l5 ^) o
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,* b; Q" [. s' h/ ?6 |) \
such remaining number of Preferred Shares Series 19 will automatically be, o+ V, |4 \7 j( ~/ [8 v: V8 A4 i
converted on such Series 19 Conversion Date into an equal number of7 H: i5 a6 a( O) f/ I
Preferred Shares Series 18. Additionally, if the Bank determines that, after
6 g9 K; z; ?" N4 g) u7 ~conversion, there would be outstanding on such Series 19 Conversion Date
! o( n5 D6 x. T' Kless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
9 B& \- \! U7 j V x1 [Series 19 will be converted into Preferred Shares Series 18.# }% ?7 F7 l1 x( W; _5 o
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
, k5 Z0 {5 i, r- d/ z. E L) { NSeries 19 will not be entitled as such to receive notice of, attend, or vote at,$ B" x+ w4 y; \+ ?3 T, P0 ^
any meeting of the shareholders of the Bank unless and until the first time at7 O0 I* h& u' v0 D* L
which the Board of Directors has not declared the whole dividend on the4 ^' a8 U* [$ s# H5 ^
Preferred Shares Series 19 in any quarter. In that event, subject as. e6 c; n7 F9 V4 l) R# `8 K& O
hereinafter provided, the holders of Preferred Shares Series 19 will be
7 U& o( Q. Z1 v; c8 Y m+ ventitled to receive notice of, and to attend, meetings of shareholders at which7 W x! ^% }9 E% |( {
directors of the Bank are to be elected and will be entitled to one vote for Y. S: m+ d& c
each Preferred Share Series 19 held. The voting rights of the holders of the
2 i4 Q/ X- J9 [$ NPreferred Shares Series 19 will forthwith cease upon payment by the Bank of
- I/ o) m$ r, Y! ithe first dividend on the Preferred Shares Series 19 to which the holders are4 `$ t6 f# a. i8 t: ]- Y4 M
entitled thereunder subsequent to the time such voting rights first arose until& u6 `( W, b' [7 V8 b' ]
such time as the Bank may again fail to declare the whole dividend on the
) `' r2 u9 L" F6 _( u# G+ I. X( {Preferred Shares Series 19 in respect of any quarter, in which event such
' s* V$ {& h0 x5 dvoting rights will become effective again and so on from time to time./ ]- e; W* _8 E. g/ P
S-6
' M* `5 |! d# A# b/ z, nPriority: The preferred shares of each series of the Bank will rank on a parity with) b7 E V! `- i. Y
every other series and are entitled to preference over the common shares of
. d* E k6 M. F& n/ D/ gthe Bank and over any other shares of the Bank ranking junior to the% ?) m4 \( r5 ^
preferred shares with respect to the payment of dividends and upon any; |+ `( T: G+ z! `2 m1 v
distribution of assets in the event of the liquidation, dissolution or; \( ?' {% B7 u! Q/ S
winding-up of the Bank., V8 W! p0 Z6 L3 g* M2 h
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under$ [* y" v3 s* m, F3 T7 @3 Q# O6 H
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
& D( N3 F2 ?/ K* M, w5 }8 K8 `9 K" gSeries 18 and Preferred Shares Series 19 will not be required to pay tax on0 i7 T7 h+ d M- f- O6 D
dividends received on such shares under Part IV.1 of such Act. |
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