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发表于 2008-11-29 16:58
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下面是BMO的:
) W& u6 t0 l: WSUMMARY OF THE OFFERING3 w/ |" J) x d: h% E2 C
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’’.+ E% ?" l$ y6 H/ N
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
: r7 [' a& P# y( Q0 J8 d& k+ hAmount: $150,000,000 (6,000,000 shares).
! O$ T% l8 \% m' j& ?Price and Yield: $25.00 per share to yield initially 6.50% per annum.
. Z( f0 o3 L( X3 \4 {1 p2 zPrincipal Characteristics of the Preferred Shares Series 180 e% N( |9 \6 i- o
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed3 E% ?3 e6 ~/ U! w! S8 G
non-cumulative preferential cash dividends, as and when declared by the4 f4 R& g) Z/ R; b4 e
Board of Directors, subject to the provisions of the Bank Act, for the initial% C; o+ E3 }' m' V0 v, R
period commencing on the closing date and ending on and including& D% x* r- s# ?) `; [2 [: ^
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the( i! h+ N1 T# l+ t* X# E' U I
25th day of February, May, August and November in each year, at a rate3 u D4 P& S; W( Q9 F' z
equal to $0.40625 per share. The initial dividend, if declared, will be payable
- j2 c0 g" f( q( ^May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
1 n/ ?; L X$ [, S! ldate of December 11, 2008.
" Z' l! g' R8 n5 [" hFor each five-year period after the Initial Fixed Rate Period (each, a- {, B; N, c1 V& W& a; t9 U& O
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
" o, M- U) O* J! _( W8 y' u6 d1 pSeries 18 will be entitled to receive fixed non-cumulative preferential cash
* U/ M) ~/ [: W) h$ A: P, Odividends, as and when declared by the Board of Directors, subject to the* F: j- f2 r" F' f' h
provisions of the Bank Act, payable quarterly on the 25th day of February,' V/ j6 T* Y+ l; @% x9 Y7 c, f
May, August and November in each year, in the amount per share per annum6 V, I7 Z+ `7 ~0 R
determined by multiplying the Annual Fixed Dividend Rate applicable to
8 i6 Y Y/ h, v" y, e' T; \0 Jsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
, k5 C' }9 A% K- JRate for the ensuing Subsequent Fixed Rate Period will be determined by the! C' R" s7 v4 Z+ {3 W8 t) v9 z
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day0 u" G6 B2 e- I4 }. n
of such Subsequent Fixed Rate Period and will be equal to the sum of the
4 Q, c ]6 i. JGovernment of Canada Yield on the applicable Fixed Rate Calculation Date0 j* `! w( n& d/ p
plus 3.83%.
6 J8 c9 E! h4 xIf the Board of Directors does not declare a dividend, or any part thereof, on2 k" c4 H' C3 d
the Preferred Shares Series 18 on or before the dividend payment date for a
- ?2 u O d8 Wparticular quarter, then the entitlement of the holders of the Preferred3 I& g4 Q: J# J7 a1 |& p0 u
Shares Series 18 to receive such dividend, or to any part thereof, for such
: J) _' X: _5 Q6 Q' j Dquarter will be forever extinguished.
% M- }, a" z3 }Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
# U3 P7 K# M* o: A3 G, Q' nSuperintendent and to the provisions described below under ‘‘Details of the( f/ o5 C) W5 H+ u/ d( a' J* Y4 L
Offering — Certain Provisions of the Preferred Shares Series 18 as a
- F1 Q1 t8 j- L4 eSeries — Restrictions on Dividends and Retirement of Shares’’, on
- ~4 D/ w5 d# S9 bFebruary 25, 2014 and on February 25 every five years thereafter, on not
" f* L, [% s8 r. gmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any# z& D! w8 A9 W( H c
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
+ Q) W7 { l. j. N) M& x+ C xwithout the consent of the holder, by the payment of an amount in cash for. U1 Q3 `3 q4 V7 s4 s
each such share so redeemed of $25.00 together with all declared and unpaid
( r7 v0 R _% n3 b1 @dividends to the date fixed for redemption.
4 g* ?8 \, F3 [ pConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic. q9 g; B3 z2 a B
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
% F: ]; ?$ u$ B3 G; ]2 Sthe right, at their option, to convert, on February 25, 2014 and on" \# M) ~% g4 X$ q3 r
S-4
* t8 m) U1 [3 k/ y5 l1 mFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any5 ^/ M, i5 {/ |2 `
or all of their Preferred Shares Series 18 into an equal number of Preferred
9 k. K" `) S$ ]* e/ Y( T, e2 MShares Series 19 upon giving to the Bank notice thereof not earlier than
8 H' R! p1 c/ W9 |/ C1 S h30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day% A' `( n/ x1 Y3 z: k2 g+ w
preceding, a Series 18 Conversion Date. ?+ i0 z) W0 m+ x
Automatic Conversion If the Bank determines, after having taken into account all shares tendered9 f: R' b+ {1 S8 x8 u3 G
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares7 W* V1 ^! i2 m! s0 Z, D- O0 `9 O
Series 19, as the case may be, that there would be outstanding on such
' i9 V4 u1 @& y$ OSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
- j; U/ t' {3 Y B i3 qsuch remaining number of Preferred Shares Series 18 will automatically be
& t' Y: t6 j) B: y; econverted on such Series 18 Conversion Date into an equal number of
- B5 ~. N! Y7 C% a# t3 {% aPreferred Shares Series 19. Additionally, if the Bank determines that, after
7 T, l/ r* J& L- d' o# Nconversion, there would be outstanding on such Series 18 Conversion Date
0 j; u& D, c4 n, u7 i' H9 [less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
2 p6 p1 z0 ~! JSeries 18 will be converted into Preferred Shares Series 19.! N* ]2 K) [# B# s5 h
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares' j- L' N0 q: U$ e+ R a
Series 18 will not be entitled as such to receive notice of, attend, or vote at,8 e! J$ H) j* w2 U$ b+ J
any meeting of the shareholders of the Bank unless and until the first time at
! x' j. {$ k9 i5 mwhich the Board of Directors has not declared the whole dividend on the- w6 M& P/ ?: j3 ~
Preferred Shares Series 18 in any quarter. In that event, subject as
& \. b7 Q5 b+ g4 ]5 Chereinafter provided, the holders of Preferred Shares Series 18 will be
7 u1 V. z4 J* D. Q6 a& yentitled to receive notice of, and to attend, meetings of shareholders at which
* R$ b2 D0 l( i' Rdirectors of the Bank are to be elected and will be entitled to one vote for
; j. L3 U; _! H% e( Xeach Preferred Share Series 18 held. The voting rights of the holders of the5 Q2 }3 g" k' F0 H) ^
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of1 P N& c& u+ Y9 E5 V
the first dividend on the Preferred Shares Series 18 to which the holders are+ _$ B# e, ]( M6 _
entitled thereunder subsequent to the time such voting rights first arose until
; l* |' @% l8 Y |2 t( }: N! hsuch time as the Bank may again fail to declare the whole dividend on the
' s' Z/ U! O4 ~! I7 J) \Preferred Shares Series 18 in respect of any quarter, in which event such9 h& @5 z0 ]6 }8 r# y# i; |5 I3 T
voting rights will become effective again and so on from time to time.
$ Z1 a0 a; q" R' j+ x9 sPrincipal Characteristics of the Preferred Shares Series 19- ]; R3 G: s/ Y8 P
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
& n2 z9 s, A# t% [! Y3 [floating rate non-cumulative preferential cash dividends, as and when
% f3 ?% Q( m/ T* D8 \* Tdeclared by the Board of Directors, subject to the provisions of the Bank Act,! `' W. i& M6 G6 F! k
payable quarterly on the 25th day of February, May, August and November
0 ]1 @1 P: x( X2 O Y0 yin each year, in the amount per share determined by multiplying the
0 ]6 a6 B& L0 h% ^' [applicable Quarterly Floating Dividend Rate by $25.00.
( m8 d6 q! k8 S( d6 l' rOn the 30th day prior to the commencement of the initial quarterly dividend- E( U# I7 {5 I& o' I* G. n
period beginning on February 25, 2014, and on the 30th day prior to the first
: B8 P! h6 b$ q4 \3 qday of each subsequent quarterly dividend period (the initial quarterly8 q2 Z' v5 i @ e
dividend period and each subsequent quarterly dividend period is referred to
' `/ ?4 A2 y2 ]) Was a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
- J' S7 h# M1 TQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate# j; P* V# k$ }# C2 d9 J3 B
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the0 q0 ]0 c# x' ?. e
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
3 V4 x" B. R0 a& |6 s7 z! Welapsed in the applicable Quarterly Floating Rate Period divided by 365)
* l* q5 V0 l G- Q! sdetermined on the 30th day prior to the first day of the applicable Quarterly1 q0 }- x, I8 u- r, o
Floating Rate Period.
2 w7 Y" C6 n5 A1 a+ m7 sS-5
" N; H" ?2 i- R YIf the Board of Directors does not declare a dividend, or any part thereof, on* [4 C+ v! x' c, ~1 Y; |
the Preferred Shares Series 19 on or before the dividend payment date for a4 n7 d7 K* s& `# p
particular quarter, then the entitlement of the holders of the Preferred
. i" ^7 ^1 y2 N! eShares Series 19 to receive such dividend, or to any part thereof, for such
5 I. B+ s" F7 @! c5 L6 b8 Bquarter will be forever extinguished.; y3 N1 p% z( |4 h
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the% `5 a, o# a# K% |8 T: l
Superintendent and to the provisions described below under the heading8 b3 M4 s& p3 X- U S+ t
‘‘Details of the Offering — Certain Provisions of the Preferred Shares. G) [+ I q( \7 |+ p
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
2 l& J3 V0 M# P( O' ]# {! Bon not more than 60 nor less than 30 days’ notice, the Bank may redeem all- M. W3 d/ M, V6 Q+ `
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s/ ~ W8 ~. P( Z. y
option without the consent of the holder, by the payment of an amount in0 O3 ~, i8 Q- L
cash for each such share so redeemed of (i) $25.00 together with all declared
( y$ B! A& |0 ^and unpaid dividends to the date fixed for redemption in the case of
9 o {1 s7 D5 s! s+ lredemptions on February 25, 2019 and on February 25 every five years
0 a+ ?# n6 I, ithereafter, or (ii) $25.50 together with all declared and unpaid dividends to: A5 [+ j. d/ _7 q- P8 N3 U
the date fixed for redemption in the case of redemptions on any other date
9 B: B0 X, J( h! Zon or after February 25, 2014.# p9 F2 M' E5 B, a
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
; E2 }4 F0 ]3 A. X. m* P. J a2 `Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have7 V$ B( D S8 F
the right, at their option, to convert, on February 25, 2019 and on
$ s, a7 h& O4 s% |+ R! {/ EFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any ^: c) C8 B* F: i
or all of their Preferred Shares Series 19 into an equal number of Preferred; A6 k- J. P. B5 q- c
Shares Series 18 upon giving to the Bank written notice thereof not earlier" M- C; `- M- z
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the' D: r2 p; Y5 }9 x" @
15th day preceding, a Series 19 Conversion Date.! [* F3 u1 T) O2 M+ s1 P6 ?
Automatic Conversion If the Bank determines, after having taken into account all shares tendered; r2 c# E$ b( ?/ e
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
# ?, b0 I4 r9 Z( k5 x& j+ [$ eSeries 18, as the case may be, that there would be outstanding on such
" w2 j5 G. M; I: B kSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
' m2 ^( @& F1 G* ssuch remaining number of Preferred Shares Series 19 will automatically be
& E+ v- R! k' a8 M# Jconverted on such Series 19 Conversion Date into an equal number of
4 T b$ x5 ^. W8 Y6 D: _ U1 G$ h* J$ pPreferred Shares Series 18. Additionally, if the Bank determines that, after
( @# `1 M8 X, ?8 b& cconversion, there would be outstanding on such Series 19 Conversion Date+ A5 p, m( w N" E
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
+ N3 G# {, n& T& }Series 19 will be converted into Preferred Shares Series 18.' G2 L+ ?4 M$ M
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
: ]$ ~0 ^, D0 h* dSeries 19 will not be entitled as such to receive notice of, attend, or vote at,6 E) I% g7 e( n
any meeting of the shareholders of the Bank unless and until the first time at/ C/ ^2 b: Z7 P8 ?
which the Board of Directors has not declared the whole dividend on the
$ ~0 e% u1 K( E2 R% P4 ^! lPreferred Shares Series 19 in any quarter. In that event, subject as
/ D/ f* c5 d" W4 qhereinafter provided, the holders of Preferred Shares Series 19 will be
0 G, ]3 `0 k4 y4 G+ n7 y* oentitled to receive notice of, and to attend, meetings of shareholders at which/ h! R7 W# j5 ]- O8 p
directors of the Bank are to be elected and will be entitled to one vote for
/ X4 k) d5 }, O+ P% w/ f9 ceach Preferred Share Series 19 held. The voting rights of the holders of the
' t" K9 f) ^! P( t2 jPreferred Shares Series 19 will forthwith cease upon payment by the Bank of) k. C; z! O) x5 J0 f! D
the first dividend on the Preferred Shares Series 19 to which the holders are8 v! z- P3 s- g1 L# V
entitled thereunder subsequent to the time such voting rights first arose until
& W% }# L6 j3 _% Y, v. W# l. t. zsuch time as the Bank may again fail to declare the whole dividend on the
$ \5 v" S& l) P; M, uPreferred Shares Series 19 in respect of any quarter, in which event such
9 e1 k- c2 i& V7 F9 M: |) u8 wvoting rights will become effective again and so on from time to time.
$ } C6 c. [4 J g7 _4 m' h5 rS-6
: ?6 z+ z- n6 B& p% ?8 A, {. l/ KPriority: The preferred shares of each series of the Bank will rank on a parity with
7 i( R/ P6 \. t6 c9 o# E/ G# R" O# Bevery other series and are entitled to preference over the common shares of
@% P9 J- P% d5 Nthe Bank and over any other shares of the Bank ranking junior to the
/ j4 P9 C5 y: S, l& S& mpreferred shares with respect to the payment of dividends and upon any: F4 m7 Y, U3 Q9 m6 H) j
distribution of assets in the event of the liquidation, dissolution or
4 e- }- \& r! D9 n& X) X/ pwinding-up of the Bank.
8 g, i2 ~: U( L M. n+ C$ \+ p1 lTax on Preferred Share The Bank will elect, in the manner and within the time provided under
; n, ]1 y8 K x+ L& x1 V# oDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares4 r5 I+ L2 A3 W+ @; x% k
Series 18 and Preferred Shares Series 19 will not be required to pay tax on k. R; J$ N+ E$ B. i! Z3 i, G
dividends received on such shares under Part IV.1 of such Act. |
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