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发表于 2008-11-29 16:58
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下面是BMO的:
: z+ p. i M0 ASUMMARY OF THE OFFERING
5 {' y& g* R# Z8 CThis 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’’." b& M. n: P' \+ q' [9 M% [
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
4 `% h: {+ P& x bAmount: $150,000,000 (6,000,000 shares).
: x% B8 _/ [6 J3 w0 U3 W$ |Price and Yield: $25.00 per share to yield initially 6.50% per annum., ~# {! L4 l5 P* D# W+ O
Principal Characteristics of the Preferred Shares Series 18
5 t, J5 g/ t3 [. RDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed( S. ] N ~6 [
non-cumulative preferential cash dividends, as and when declared by the4 L4 @+ q9 a; L
Board of Directors, subject to the provisions of the Bank Act, for the initial
0 l" ?; l. T4 q7 |period commencing on the closing date and ending on and including2 J9 P& f; z) L) f" J
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the/ {7 |; K1 z% f5 b4 z1 Q
25th day of February, May, August and November in each year, at a rate
8 j% T3 ^* v! g/ d2 Q4 ]1 ~equal to $0.40625 per share. The initial dividend, if declared, will be payable
- `, A$ ~& D3 E. aMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
0 f% [9 ?4 c0 U7 k3 O7 D( z6 m8 Ndate of December 11, 2008.
' r: o8 V8 I, p0 WFor each five-year period after the Initial Fixed Rate Period (each, a
6 y* d( g9 H- O‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares: z/ z% M5 z. ^
Series 18 will be entitled to receive fixed non-cumulative preferential cash
- {# k, @( g: \8 B3 |3 [dividends, as and when declared by the Board of Directors, subject to the
% t+ a3 i- D0 b; _/ P# Kprovisions of the Bank Act, payable quarterly on the 25th day of February,
/ i! n0 b0 D% D) @/ l# H5 r) G7 [May, August and November in each year, in the amount per share per annum% W6 h- ~' G5 y/ \
determined by multiplying the Annual Fixed Dividend Rate applicable to: n2 s6 J5 \2 g# Q
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
0 M, p4 X+ L: ^& BRate for the ensuing Subsequent Fixed Rate Period will be determined by the
$ [5 b. ^9 p/ L" Y Q+ _" s0 tBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
8 g* z+ P( y7 e7 V6 b/ W Jof such Subsequent Fixed Rate Period and will be equal to the sum of the. W* y9 s# m0 O- Y" ]: S
Government of Canada Yield on the applicable Fixed Rate Calculation Date# l7 u4 C; N0 o- V; y2 @
plus 3.83%.: f1 v% [% `, P# |0 |
If the Board of Directors does not declare a dividend, or any part thereof, on" \" L5 `# n" a) ]: F
the Preferred Shares Series 18 on or before the dividend payment date for a6 e7 r/ m' w+ N% v1 q; X
particular quarter, then the entitlement of the holders of the Preferred
+ k! H8 f, l& T- z( v mShares Series 18 to receive such dividend, or to any part thereof, for such
8 K' {) I+ M% w. P/ E3 G, ?quarter will be forever extinguished.
M9 q; A9 X* x$ Z2 H) a+ \+ m% dRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
6 x8 \0 }; G' s# ?8 aSuperintendent and to the provisions described below under ‘‘Details of the# S9 V0 t! A7 J: _
Offering — Certain Provisions of the Preferred Shares Series 18 as a) O" D: T8 W+ h1 u+ ~ I$ J
Series — Restrictions on Dividends and Retirement of Shares’’, on4 h' Q2 \- y3 V! H6 ]3 v
February 25, 2014 and on February 25 every five years thereafter, on not
' V" d6 L, l# amore than 60 nor less than 30 days’ notice, the Bank may redeem all or any0 y' ^2 Y7 X" i! R! L3 f
part of the then outstanding Preferred Shares Series 18, at the Bank’s option" D; _7 p# h2 P
without the consent of the holder, by the payment of an amount in cash for
" n* I }/ Z* x: a% Veach such share so redeemed of $25.00 together with all declared and unpaid% ]2 B# ?1 J) E. a
dividends to the date fixed for redemption.1 _: k8 z: M( z' h! Y$ m
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic+ V3 D7 W( A5 k6 Q; ?
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have" c: m: _4 s' L
the right, at their option, to convert, on February 25, 2014 and on4 k: ~, f; a; x9 C) T
S-4, R9 u7 O) b- e' V6 ^& y
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any3 e4 i# q; g1 R5 s9 W2 v, H* w9 C* Y3 V
or all of their Preferred Shares Series 18 into an equal number of Preferred
1 |5 \& B: m+ w1 ^: c# cShares Series 19 upon giving to the Bank notice thereof not earlier than) B, ]. z( O/ s. G. m: J! @
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
) Y' B, L( J! E+ V/ X0 j0 cpreceding, a Series 18 Conversion Date.
. k. F3 J) X5 h' D d! `/ p5 sAutomatic Conversion If the Bank determines, after having taken into account all shares tendered/ t- e: E, J; f- W+ |
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
- O3 p2 B9 ?, M- G, C: x5 OSeries 19, as the case may be, that there would be outstanding on such) | o9 }7 f! r& J, F
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,6 y [" P- J* s0 s5 ], e' \
such remaining number of Preferred Shares Series 18 will automatically be4 l- `5 ?( v- s# n9 a }2 z, h
converted on such Series 18 Conversion Date into an equal number of
; Z) z7 J$ y# J" xPreferred Shares Series 19. Additionally, if the Bank determines that, after" G; r2 P# G2 w) _: R6 q. O
conversion, there would be outstanding on such Series 18 Conversion Date
* @9 J `% L7 i& Lless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
5 u/ r! v) C/ F2 o! RSeries 18 will be converted into Preferred Shares Series 19.% ]% s% z) B6 o4 B4 H
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
/ l- b* Y. S* {* @Series 18 will not be entitled as such to receive notice of, attend, or vote at,
# j; I. b! J, }7 Pany meeting of the shareholders of the Bank unless and until the first time at
7 T5 E; Z) a9 R+ E1 Y# twhich the Board of Directors has not declared the whole dividend on the( J* ^1 H# A5 n
Preferred Shares Series 18 in any quarter. In that event, subject as7 c3 _1 f% e8 Z7 `# g
hereinafter provided, the holders of Preferred Shares Series 18 will be8 s% L+ L& A1 s9 F9 Y6 B
entitled to receive notice of, and to attend, meetings of shareholders at which' ~7 ?. l+ q1 v8 C+ N' y
directors of the Bank are to be elected and will be entitled to one vote for2 a. c5 {$ y9 Q4 C; D. i2 v' J0 B4 M
each Preferred Share Series 18 held. The voting rights of the holders of the
' R- c# r) j, p7 w* R6 |& OPreferred Shares Series 18 will forthwith cease upon payment by the Bank of8 }3 I6 Q7 g6 p0 h* u! z( V! `6 `
the first dividend on the Preferred Shares Series 18 to which the holders are: P: N* U( ?+ o0 b9 @: T X( O
entitled thereunder subsequent to the time such voting rights first arose until
( f7 h0 d0 N- C& Y- G; b% isuch time as the Bank may again fail to declare the whole dividend on the
3 ]; s7 D v, sPreferred Shares Series 18 in respect of any quarter, in which event such
3 d9 W. Q' d1 s- s! g3 Hvoting rights will become effective again and so on from time to time.
4 C$ Q5 l# V$ a1 oPrincipal Characteristics of the Preferred Shares Series 19( H. w% q* X* j, u
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive. X5 f& ]2 X- ~. z
floating rate non-cumulative preferential cash dividends, as and when! J0 s; H0 E& [9 A# \
declared by the Board of Directors, subject to the provisions of the Bank Act,
! m+ _3 h' t$ M4 m! g% {6 epayable quarterly on the 25th day of February, May, August and November/ \, P3 b3 n" `% `4 i4 |' A7 G4 w
in each year, in the amount per share determined by multiplying the
K) _# N6 x2 G" I% Rapplicable Quarterly Floating Dividend Rate by $25.00.7 r/ L K4 g2 h
On the 30th day prior to the commencement of the initial quarterly dividend
4 u# W+ u$ C$ f0 h) Fperiod beginning on February 25, 2014, and on the 30th day prior to the first
- I8 R' N- M2 N! Z1 s- Qday of each subsequent quarterly dividend period (the initial quarterly/ h/ Y* K3 n7 K. [" m
dividend period and each subsequent quarterly dividend period is referred to
- [. F' l8 l2 ~* L8 \6 Z# Oas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the% v# c" n2 n! a+ ]6 E/ |$ d( d
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate# y, P' X& B" ^
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
6 f' N' n+ E. x2 |3 V" E8 U( AT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days# g1 W0 q& t* V8 O. \& |* h C
elapsed in the applicable Quarterly Floating Rate Period divided by 365)) T) w' h( l3 _, T3 d: I
determined on the 30th day prior to the first day of the applicable Quarterly
% M2 T- c$ ^7 L9 GFloating Rate Period." `" e; ^* F) a' W! \! a+ y, P
S-5
' Q3 e; J l8 z- GIf the Board of Directors does not declare a dividend, or any part thereof, on5 X4 u! a: [$ ?! M# `' }, H1 i
the Preferred Shares Series 19 on or before the dividend payment date for a
2 H) g% Z% K$ O0 o) ]particular quarter, then the entitlement of the holders of the Preferred- d2 G! i$ R# F, A9 f+ N. A, j
Shares Series 19 to receive such dividend, or to any part thereof, for such6 s5 [( S( n' ]% m
quarter will be forever extinguished.
' e+ M* J# C7 ?+ z, ^" B3 dRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
. V2 _, F, U3 K- m# w, `) p+ XSuperintendent and to the provisions described below under the heading$ ?! V9 F& i+ G @4 O/ o
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
* e+ R' u2 T7 g; u6 oSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
' P& b( K: T" K+ Fon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
. Y& i: a+ X, kor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
+ q9 p) s" @1 M3 Toption without the consent of the holder, by the payment of an amount in7 K+ K6 y/ ~- |, D2 d( L. i
cash for each such share so redeemed of (i) $25.00 together with all declared% S( d) ]6 H3 J2 s) p
and unpaid dividends to the date fixed for redemption in the case of5 W7 L1 ]6 Y9 g: @; f
redemptions on February 25, 2019 and on February 25 every five years
0 I3 S0 W, i& K" B T9 m9 R: K, othereafter, or (ii) $25.50 together with all declared and unpaid dividends to
8 o& B9 V- ~4 J8 D+ r, M& lthe date fixed for redemption in the case of redemptions on any other date; L7 `3 X" e7 v6 i
on or after February 25, 2014.
: }" t4 l3 I. c3 f) P7 bConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
/ x/ Y, ~- s7 Y$ eShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have9 `. x; j0 W( U- C
the right, at their option, to convert, on February 25, 2019 and on% G4 S, C$ T6 h* e1 p
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
& L- n/ g9 I Z. j/ e: R1 E; E3 oor all of their Preferred Shares Series 19 into an equal number of Preferred
. z1 D3 m- w0 u' U" f0 r; d4 Y/ RShares Series 18 upon giving to the Bank written notice thereof not earlier4 b7 B, M! Q* y9 O. J6 l0 z
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the2 m9 ]' U# m! @+ j- c; W$ F
15th day preceding, a Series 19 Conversion Date.
# t. [4 e9 L- b: w% U! pAutomatic Conversion If the Bank determines, after having taken into account all shares tendered( ~8 }. m8 T- n9 c
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares$ h, c/ E, T% W k& ~
Series 18, as the case may be, that there would be outstanding on such
+ [$ q' h8 q' J( T" x/ uSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,: J! w, S4 p! _+ @
such remaining number of Preferred Shares Series 19 will automatically be
! u- B, _3 W+ x, O$ v0 Lconverted on such Series 19 Conversion Date into an equal number of
& Z6 S$ T0 G! t- t7 ~7 nPreferred Shares Series 18. Additionally, if the Bank determines that, after
/ A4 [) e. f9 m! Oconversion, there would be outstanding on such Series 19 Conversion Date& Z; ?8 P. W! H% m# S+ `
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares4 U) s, I0 i& [' j- w( v: n
Series 19 will be converted into Preferred Shares Series 18.
( C; t0 _( O3 s# d u3 M; yVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares* A* y& u7 V5 h5 G8 W
Series 19 will not be entitled as such to receive notice of, attend, or vote at,# s2 O8 e0 ?2 K
any meeting of the shareholders of the Bank unless and until the first time at0 t2 s( V0 ]/ t% x1 `3 d
which the Board of Directors has not declared the whole dividend on the4 V+ i! e; A! c6 ^
Preferred Shares Series 19 in any quarter. In that event, subject as
- [. W; F: t4 M* |# o" r: hhereinafter provided, the holders of Preferred Shares Series 19 will be" `4 P( S6 ]# m9 t* l
entitled to receive notice of, and to attend, meetings of shareholders at which7 V: q" E! ^0 z; O% z
directors of the Bank are to be elected and will be entitled to one vote for n0 A& I/ i& U J; w5 z
each Preferred Share Series 19 held. The voting rights of the holders of the
! W+ O: r3 C! _7 }) R1 t# e# O5 _Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
# `8 }* Q% ~9 @8 @% v- [8 X xthe first dividend on the Preferred Shares Series 19 to which the holders are+ A- c4 F( |9 o6 p$ Z& R
entitled thereunder subsequent to the time such voting rights first arose until: h) a: K5 d; n8 m( Y
such time as the Bank may again fail to declare the whole dividend on the3 {# `- p9 [% Z' J7 Z
Preferred Shares Series 19 in respect of any quarter, in which event such2 M0 f8 E* d4 X
voting rights will become effective again and so on from time to time.% O/ ?+ T; b/ _* Y3 M# T
S-6/ w( }) T+ ?: k0 R
Priority: The preferred shares of each series of the Bank will rank on a parity with
' ~% \1 z' _0 Kevery other series and are entitled to preference over the common shares of( Z# [* m- b( l' U+ H5 ~
the Bank and over any other shares of the Bank ranking junior to the1 U/ L" u$ p1 I% V4 Y+ O
preferred shares with respect to the payment of dividends and upon any
) l: U0 ]+ M% q$ T, E1 ]distribution of assets in the event of the liquidation, dissolution or4 J' {8 D) Y9 @6 K- C, Z5 O
winding-up of the Bank.
* C q8 o( `# I( @. ?3 vTax on Preferred Share The Bank will elect, in the manner and within the time provided under4 u# G6 R: g) m/ f+ Q
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
. D4 |7 k/ {, p W, ~* ISeries 18 and Preferred Shares Series 19 will not be required to pay tax on
( K2 c$ d; b7 ?: A9 h! c3 f3 r- Q8 Xdividends received on such shares under Part IV.1 of such Act. |
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