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发表于 2008-11-29 16:58
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下面是BMO的:
8 S8 ~. N8 {2 g# @0 V: G1 o) @SUMMARY OF THE OFFERING
6 d6 X* j) s/ O( S% Z; u0 Z: eThis 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’’.8 G& S% h: `! N2 \! T
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.; B5 ^8 i) z+ a S% J1 ~' G7 v
Amount: $150,000,000 (6,000,000 shares).( d5 ~5 ?/ ~8 h; f
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
' ?2 c& M% }- c/ V$ v/ y b" Y gPrincipal Characteristics of the Preferred Shares Series 18$ F) A1 Z# M8 a+ N
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
- a) u2 l2 m8 z. ~" h3 ynon-cumulative preferential cash dividends, as and when declared by the
0 _! S1 _ h* w- @& c: a2 r. wBoard of Directors, subject to the provisions of the Bank Act, for the initial1 ~0 ]' H* z) Z T
period commencing on the closing date and ending on and including7 @- o5 Q" f8 R( l) p: P. W
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the" M, B% F# U0 J3 U0 z8 C
25th day of February, May, August and November in each year, at a rate
6 b( L8 T* H( P# uequal to $0.40625 per share. The initial dividend, if declared, will be payable# q3 l1 y! f& u. I; o. p
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
# m; y% X, [" [date of December 11, 2008.
3 Q3 n3 L* g% PFor each five-year period after the Initial Fixed Rate Period (each, a
( Q6 Y' x3 L2 {2 o! p! D‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
, F) y' ?7 ?* t. T1 f$ tSeries 18 will be entitled to receive fixed non-cumulative preferential cash
9 ^2 L( }/ r9 e- p& v/ Rdividends, as and when declared by the Board of Directors, subject to the0 g; q8 I* h% ~) [
provisions of the Bank Act, payable quarterly on the 25th day of February,
+ H; l7 U& c5 e6 Z1 l$ AMay, August and November in each year, in the amount per share per annum8 @2 Q- s+ r8 K
determined by multiplying the Annual Fixed Dividend Rate applicable to
' N' g3 g! z0 l% _& ?$ U8 lsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
/ H, T6 O$ E& \, N: @$ ~: |! {Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
! D) a* b) h' L' i2 ?$ IBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
2 d4 C8 ~' b- dof such Subsequent Fixed Rate Period and will be equal to the sum of the
; }( y3 I! Q& i- x. KGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
* h6 g3 ^3 T8 b6 Rplus 3.83%.
, E3 Z1 S* H: H5 O" ^( v( D0 w: n- KIf the Board of Directors does not declare a dividend, or any part thereof, on
1 t; D1 R6 h# r5 v* Othe Preferred Shares Series 18 on or before the dividend payment date for a
% i6 u0 C, p+ l7 b; n, `' H t1 ]particular quarter, then the entitlement of the holders of the Preferred; U' H+ E2 a: V: j
Shares Series 18 to receive such dividend, or to any part thereof, for such, k' X7 q7 j; B* Y
quarter will be forever extinguished.
. ]3 x; Z0 ~5 a- W4 `6 B4 lRedemption: Subject to the provisions of the Bank Act and to the prior consent of the4 R0 N2 ~* A) R" o5 ^
Superintendent and to the provisions described below under ‘‘Details of the
/ b& y3 L i9 P0 W+ ~9 Y% d& N- }+ k, KOffering — Certain Provisions of the Preferred Shares Series 18 as a
$ A! [+ k, ?- HSeries — Restrictions on Dividends and Retirement of Shares’’, on
* x; _9 P! ]" X" H) w. qFebruary 25, 2014 and on February 25 every five years thereafter, on not
+ J4 D7 p8 D. ~" smore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
& f: J$ N0 i3 J$ E) n1 ipart of the then outstanding Preferred Shares Series 18, at the Bank’s option
# t# g( n: b% x! ]- H5 Iwithout the consent of the holder, by the payment of an amount in cash for
" b. @+ Y9 D# I: H/ ^+ Q. oeach such share so redeemed of $25.00 together with all declared and unpaid
L0 t! q; \. `5 Ydividends to the date fixed for redemption.
2 c) O; ?# L5 g+ u( L8 Z4 [Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic' l/ o5 n1 K/ B1 R
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
6 U y& J, \9 V2 u6 m( o9 ~the right, at their option, to convert, on February 25, 2014 and on
( _3 K7 O# x) Q% r3 B" a- IS-4, p& Z# ^2 l7 J x) w3 H1 A
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
/ c- U% V# \) n& kor all of their Preferred Shares Series 18 into an equal number of Preferred
* I j5 \% z6 }Shares Series 19 upon giving to the Bank notice thereof not earlier than
$ r4 x e$ ~+ B: _) u( {9 C) |0 O30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day; w1 p# F3 ]# l! U4 `
preceding, a Series 18 Conversion Date.
2 M% R; ?% K# d1 g( T: S) P# f3 wAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
" T8 t0 u/ h$ G9 TProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares) R0 {! f- d; T1 {" q" x9 w, o
Series 19, as the case may be, that there would be outstanding on such6 z. K5 C# q+ B# x8 m9 }3 b
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
0 C& y+ J# v" F* @. j0 x2 csuch remaining number of Preferred Shares Series 18 will automatically be
- n4 g' j3 k: z Hconverted on such Series 18 Conversion Date into an equal number of6 [7 a! b0 U) j7 \) b3 i
Preferred Shares Series 19. Additionally, if the Bank determines that, after
3 _3 O @9 }+ V; ]8 T( a1 Tconversion, there would be outstanding on such Series 18 Conversion Date
4 p U5 f4 E; O8 a3 g S; Sless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares8 g; h4 G# q0 R9 a
Series 18 will be converted into Preferred Shares Series 19.
* ~, h; ]$ _+ D& MVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
6 o# Q5 Q1 ?, F2 `Series 18 will not be entitled as such to receive notice of, attend, or vote at,
3 k/ S$ @6 i. E4 p" r) xany meeting of the shareholders of the Bank unless and until the first time at
3 b' G; M ]+ l+ Gwhich the Board of Directors has not declared the whole dividend on the: f& N0 n' P. Y% N* k
Preferred Shares Series 18 in any quarter. In that event, subject as$ }3 o6 T Q. P+ F/ q! v
hereinafter provided, the holders of Preferred Shares Series 18 will be) a/ A7 p) A o
entitled to receive notice of, and to attend, meetings of shareholders at which
0 f* c0 V7 C6 C: E3 rdirectors of the Bank are to be elected and will be entitled to one vote for
+ q( n3 j, _( k3 x% x: d/ Leach Preferred Share Series 18 held. The voting rights of the holders of the3 E# r/ M( z% l. N" `
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of( g% s1 i3 c2 v* s! G1 d# k
the first dividend on the Preferred Shares Series 18 to which the holders are n2 I+ x, U$ p' v; m. `" K' G
entitled thereunder subsequent to the time such voting rights first arose until
- T) r( I8 v* I, e! _/ Z* gsuch time as the Bank may again fail to declare the whole dividend on the! H+ I' l! ~, j0 [* A3 V" Z+ @
Preferred Shares Series 18 in respect of any quarter, in which event such; g8 j! w7 i5 U* q9 |3 G
voting rights will become effective again and so on from time to time.4 ^0 n! u3 {# y! T$ U
Principal Characteristics of the Preferred Shares Series 19! X% b1 z7 S, ^8 t* Q, Z) p
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive( M% b6 e u( P) y- X9 r/ L% {
floating rate non-cumulative preferential cash dividends, as and when
; z" O" y- ]( E6 g4 Ldeclared by the Board of Directors, subject to the provisions of the Bank Act,/ n" }$ r! r( r7 S1 Z# Q
payable quarterly on the 25th day of February, May, August and November7 O+ U, b6 F! s8 m" j
in each year, in the amount per share determined by multiplying the' S- d; k9 M) L% P
applicable Quarterly Floating Dividend Rate by $25.00.& y8 Z5 _3 W- z% [4 H" D) v
On the 30th day prior to the commencement of the initial quarterly dividend
6 h% x! @7 s: ?( A9 q9 q l9 Qperiod beginning on February 25, 2014, and on the 30th day prior to the first9 P: o( r( z/ D$ l9 q
day of each subsequent quarterly dividend period (the initial quarterly
" Y% r2 u1 ]' \: ]% P% Wdividend period and each subsequent quarterly dividend period is referred to2 g- F, m; c" y5 j6 i( g" w# ?7 q
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
/ W/ _7 S9 N, N# Q/ _Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
2 f4 [% t" g- b4 O& S B- `( m ?) APeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
s3 m7 o; a. z# T4 U% u+ m- Y9 H* xT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
/ P( F% Y3 {$ { _elapsed in the applicable Quarterly Floating Rate Period divided by 365)* Y$ @! E8 L* O
determined on the 30th day prior to the first day of the applicable Quarterly& m! n2 J' Y8 k ^" D1 G& r1 v' S
Floating Rate Period.
, h P9 ~9 x) r$ K7 `4 B: NS-5
6 b8 A0 w* W" B; p" z4 CIf the Board of Directors does not declare a dividend, or any part thereof, on
4 t% P4 p$ m1 j7 N( qthe Preferred Shares Series 19 on or before the dividend payment date for a9 \% u7 q; e- g4 w; J: e% D
particular quarter, then the entitlement of the holders of the Preferred
, ?* F( T- `7 S/ N/ ZShares Series 19 to receive such dividend, or to any part thereof, for such8 o5 t) R" X1 F7 J
quarter will be forever extinguished.: D5 w) i6 T6 c6 z9 ~7 L
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
1 k1 M) K4 ?, v9 M! ~ u/ a: b0 |Superintendent and to the provisions described below under the heading
7 \/ q& @8 e! f' q, @‘‘Details of the Offering — Certain Provisions of the Preferred Shares
! m& \6 \1 M2 t, `Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
8 L% x! c) D) T3 Q9 F, M* son not more than 60 nor less than 30 days’ notice, the Bank may redeem all+ O8 P4 a* F5 S3 t
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s- ?/ I% v# t6 [2 C @" E3 @
option without the consent of the holder, by the payment of an amount in
; u" r8 H3 s4 O3 h& dcash for each such share so redeemed of (i) $25.00 together with all declared* D6 S. Z' B% [( Q1 N r3 p9 e" C
and unpaid dividends to the date fixed for redemption in the case of4 |" S9 q2 E+ Q$ s% T; M( v
redemptions on February 25, 2019 and on February 25 every five years
! y0 x% e4 c2 E* Dthereafter, or (ii) $25.50 together with all declared and unpaid dividends to% \# D8 v: U0 U8 a
the date fixed for redemption in the case of redemptions on any other date
5 z0 w3 ?4 U( t/ [on or after February 25, 2014.
6 Y0 P" D; \6 B4 F: r0 B7 P8 HConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic6 v$ C( S* ^( V9 c3 E$ h
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have/ R% r* ? I4 `0 B4 C
the right, at their option, to convert, on February 25, 2019 and on
4 R1 ?" W( ^ D1 pFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
0 c/ S( I$ p9 y- bor all of their Preferred Shares Series 19 into an equal number of Preferred
; v7 H6 {6 Y2 ~' j4 ]5 B! @Shares Series 18 upon giving to the Bank written notice thereof not earlier* L# k1 i4 N: }9 {. e
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
- ~, I4 B5 J, u! _4 t i1 y15th day preceding, a Series 19 Conversion Date.
- O$ L% `9 q* w$ SAutomatic Conversion If the Bank determines, after having taken into account all shares tendered: v' |0 A- F; k- U# z
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares. {. ~- G4 I/ u
Series 18, as the case may be, that there would be outstanding on such
* ~2 C- o. e% j( W9 nSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
& o: B" R3 U+ I5 bsuch remaining number of Preferred Shares Series 19 will automatically be2 N1 n4 C$ V9 |$ Z' ?
converted on such Series 19 Conversion Date into an equal number of
8 r+ e0 [! _/ r! J# W5 A! X& \8 I8 UPreferred Shares Series 18. Additionally, if the Bank determines that, after
- M, | k7 U! W, X. u+ l$ Rconversion, there would be outstanding on such Series 19 Conversion Date
" C Q3 a% c2 H: x6 [less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares2 Y9 B8 N( Z8 q+ p7 I
Series 19 will be converted into Preferred Shares Series 18.
7 o. i- k0 g2 G# r1 ~Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares9 r# N0 ?7 t+ A) X
Series 19 will not be entitled as such to receive notice of, attend, or vote at,8 O+ O) q% G4 o8 f+ O7 O
any meeting of the shareholders of the Bank unless and until the first time at$ w0 P+ U& g& K
which the Board of Directors has not declared the whole dividend on the
9 s" c% ~+ h# `7 k) ?5 L/ }' yPreferred Shares Series 19 in any quarter. In that event, subject as; T3 e. N' d& P0 y+ d
hereinafter provided, the holders of Preferred Shares Series 19 will be, y G: k( \1 M& ^. }! d
entitled to receive notice of, and to attend, meetings of shareholders at which. u* c6 M r8 _/ e( |( H0 ~: ^
directors of the Bank are to be elected and will be entitled to one vote for
/ v, o3 l) b6 F' ]each Preferred Share Series 19 held. The voting rights of the holders of the0 V6 x/ p G0 ^6 `: O& p8 _4 F
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
& ]# t$ V; V- N1 N: G/ M. xthe first dividend on the Preferred Shares Series 19 to which the holders are+ S; c( } \+ A, o
entitled thereunder subsequent to the time such voting rights first arose until" U9 S8 R6 V" k! i$ k. z
such time as the Bank may again fail to declare the whole dividend on the7 l' E/ |# L" ~# M0 d# h/ ?3 p4 v
Preferred Shares Series 19 in respect of any quarter, in which event such$ O) X4 k7 c; J+ F S" ?
voting rights will become effective again and so on from time to time.
' u( J5 m0 p8 V' E& E# ?: e$ C* |S-6
! ~ D# W2 R: }; Z: dPriority: The preferred shares of each series of the Bank will rank on a parity with/ {8 d9 m2 N% R' \# ~
every other series and are entitled to preference over the common shares of
1 C% z' p/ O' u- _* A& ?the Bank and over any other shares of the Bank ranking junior to the8 ^: ^! } ]! c3 m2 r5 o3 T9 p
preferred shares with respect to the payment of dividends and upon any; p a$ V1 R' @% E5 D+ n# ?
distribution of assets in the event of the liquidation, dissolution or" M$ Q5 Z" M1 w% p3 |8 I
winding-up of the Bank.
' ~4 Y0 R8 }- qTax on Preferred Share The Bank will elect, in the manner and within the time provided under1 M6 i1 I; _6 J! y
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
, v6 n5 ]6 V, U% RSeries 18 and Preferred Shares Series 19 will not be required to pay tax on8 P# V- x9 `4 b# x9 @8 Z
dividends received on such shares under Part IV.1 of such Act. |
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