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发表于 2008-11-29 16:58
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下面是BMO的:
# z1 g# V% n- Y' {( w6 E* q2 m$ k: ASUMMARY OF THE OFFERING
- r5 J+ `" s. X8 s* H6 M" xThis 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’’.
# X/ n _" ~; p0 R1 _5 v2 tIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.2 a( T. E9 `# z @
Amount: $150,000,000 (6,000,000 shares).
2 c% ?% S( ^( fPrice and Yield: $25.00 per share to yield initially 6.50% per annum.$ g' ~; z$ @, {
Principal Characteristics of the Preferred Shares Series 18( f, E5 Y- S6 a9 \9 C
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
. h6 p& i" @( q' Wnon-cumulative preferential cash dividends, as and when declared by the7 v8 W4 u; `! e, L- `. g1 T k
Board of Directors, subject to the provisions of the Bank Act, for the initial
' [/ T. V; V) @period commencing on the closing date and ending on and including
* l- c* n1 d. |7 Q3 oFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the# F# \ n4 x/ [! A2 z5 A; |0 g
25th day of February, May, August and November in each year, at a rate) ~- s, L3 H Y3 o3 S" A: p
equal to $0.40625 per share. The initial dividend, if declared, will be payable7 B2 S5 K9 ~. R- T
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
' ~/ |7 \) N" P( I+ W6 J7 C1 S& ]date of December 11, 2008.
% ?+ K, G/ ^ a# u4 Q; MFor each five-year period after the Initial Fixed Rate Period (each, a+ @. I" O9 M' `
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares1 ^6 {4 O6 v- W. P) l& V
Series 18 will be entitled to receive fixed non-cumulative preferential cash
1 z0 K; t# i) I) \( W1 p2 K+ ~& Xdividends, as and when declared by the Board of Directors, subject to the
. d7 t4 u- H6 i/ y6 xprovisions of the Bank Act, payable quarterly on the 25th day of February,
- p7 \7 S- U: E3 R# r, h5 C- p! \3 DMay, August and November in each year, in the amount per share per annum
' m# J W+ s9 l& t! s1 w6 e& {: ~determined by multiplying the Annual Fixed Dividend Rate applicable to
b- B- ?; E/ r/ n4 g Ssuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend3 k/ R7 _' B ^- {/ s
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
4 q. O$ D! F4 m0 i/ J- HBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day/ G; n3 F# O W6 H+ Z4 i0 k; U! n6 y
of such Subsequent Fixed Rate Period and will be equal to the sum of the
, m8 a4 U" w, SGovernment of Canada Yield on the applicable Fixed Rate Calculation Date6 T) b# O% L* _2 b% p5 b
plus 3.83%.; k4 U) t4 L( S% h3 M O8 h
If the Board of Directors does not declare a dividend, or any part thereof, on
I$ A! ~$ Q$ y5 f; zthe Preferred Shares Series 18 on or before the dividend payment date for a
6 H% a+ k$ Y' Q9 u; ]particular quarter, then the entitlement of the holders of the Preferred
$ Q5 N3 d+ d3 D( ^# _. ~/ @$ V6 HShares Series 18 to receive such dividend, or to any part thereof, for such$ }/ ?2 {- |0 r( F; Q' ?4 j
quarter will be forever extinguished.' j/ ]4 |- @, }, ]; S- e
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the) c! t5 l T/ w4 x7 M+ Q
Superintendent and to the provisions described below under ‘‘Details of the
- L9 ~ V( K( p* j0 s* e; K( O0 yOffering — Certain Provisions of the Preferred Shares Series 18 as a, N+ f4 B1 u' K! w
Series — Restrictions on Dividends and Retirement of Shares’’, on1 o( v' P; d9 H2 O, |
February 25, 2014 and on February 25 every five years thereafter, on not
5 ~- f) c' y0 g! J8 `* Umore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
3 W* Y G- {. s8 ppart of the then outstanding Preferred Shares Series 18, at the Bank’s option
8 Y6 R, j, N1 @9 x9 Nwithout the consent of the holder, by the payment of an amount in cash for
6 Q9 `! d. \, h4 v7 Eeach such share so redeemed of $25.00 together with all declared and unpaid
, y% W6 ]5 C- tdividends to the date fixed for redemption.: {, ~6 K6 f5 @: s4 X3 v% V% Z5 m
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic, u1 Y- o! H. Y
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
% ^6 L) R' p- j( C Sthe right, at their option, to convert, on February 25, 2014 and on
( n. q6 T# Q4 R8 `% z# LS-4
6 T! W" H: D! b3 n( Y$ sFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any' b! G# e* p& w' C6 x) o1 V0 c
or all of their Preferred Shares Series 18 into an equal number of Preferred4 f* P1 g' b; Y2 c7 D0 ~' k
Shares Series 19 upon giving to the Bank notice thereof not earlier than0 g% F8 |5 R$ K
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day# i2 l! p2 o9 E% L6 I/ P* @2 Z2 E
preceding, a Series 18 Conversion Date.( J: V) H, A3 a
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
/ Z. S$ S" L l* G5 iProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
+ Y r1 r3 G) a! o! Q0 z" HSeries 19, as the case may be, that there would be outstanding on such
" A5 Z) `- R- z# Z7 c+ ?Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
( n4 Q! l7 S. L% Usuch remaining number of Preferred Shares Series 18 will automatically be
0 `: ^& ?+ g9 x" K' [converted on such Series 18 Conversion Date into an equal number of
0 ~% F/ w/ |$ |Preferred Shares Series 19. Additionally, if the Bank determines that, after7 {1 s7 m2 b; z, S
conversion, there would be outstanding on such Series 18 Conversion Date
0 g9 R4 g7 l) o8 b* k" M. k( tless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
" L- u. X, i$ g: tSeries 18 will be converted into Preferred Shares Series 19.0 n6 Z L: p5 X
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
- q N0 |5 U# q' Q. ], S; P/ PSeries 18 will not be entitled as such to receive notice of, attend, or vote at,# w8 `4 X6 _- J3 u- V% u2 V( h$ k& s
any meeting of the shareholders of the Bank unless and until the first time at' t3 i2 h6 }; {% x: g
which the Board of Directors has not declared the whole dividend on the. V/ S( B: c4 ^. u! H7 L
Preferred Shares Series 18 in any quarter. In that event, subject as
6 }( d, L, d' h' F6 Ihereinafter provided, the holders of Preferred Shares Series 18 will be3 e9 y0 R7 b, I9 x% O7 ~
entitled to receive notice of, and to attend, meetings of shareholders at which
* z x, P+ \* v6 h+ W& ?2 ?directors of the Bank are to be elected and will be entitled to one vote for
m4 n1 \# B! n" ^) Xeach Preferred Share Series 18 held. The voting rights of the holders of the1 K( I; j' W7 H% q
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
8 n$ T" j% b; T/ K; U+ e' v5 ethe first dividend on the Preferred Shares Series 18 to which the holders are
/ Z* U% \0 |6 D2 _& x- jentitled thereunder subsequent to the time such voting rights first arose until- j# i( L2 ?4 L' u9 c
such time as the Bank may again fail to declare the whole dividend on the5 d8 Y* G- U7 t2 v3 w: x% j
Preferred Shares Series 18 in respect of any quarter, in which event such
" Z" i4 x8 {3 Evoting rights will become effective again and so on from time to time.
. {' c' {5 v9 e3 a: x! l9 oPrincipal Characteristics of the Preferred Shares Series 19
$ N8 X% U7 ]6 E; IDividends: The holders of the Preferred Shares Series 19 will be entitled to receive( E, r. H; L+ w8 Y- p; p
floating rate non-cumulative preferential cash dividends, as and when
- E. r8 U7 N' _$ U% u! J: rdeclared by the Board of Directors, subject to the provisions of the Bank Act,
; ~* l" h% o2 a Upayable quarterly on the 25th day of February, May, August and November
% k9 a5 C; s3 {/ m. h! k1 I2 {in each year, in the amount per share determined by multiplying the! c) {. Q M" {( ]
applicable Quarterly Floating Dividend Rate by $25.00.
% \0 A: A+ ?/ i' uOn the 30th day prior to the commencement of the initial quarterly dividend
/ c# ?# O5 M7 y0 O! Bperiod beginning on February 25, 2014, and on the 30th day prior to the first# }; B1 l* u8 v# A" _7 A9 x) S) o
day of each subsequent quarterly dividend period (the initial quarterly
( c$ n* C7 p) Cdividend period and each subsequent quarterly dividend period is referred to! p+ d! E% _! l5 `6 |
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the" }" F& h$ p1 ^- ?& x
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate8 e7 l: {' d, K) X! F. t2 [- d
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
) }, i C* ?$ T& L9 j; g3 GT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
2 |0 G, H. H' m K- j$ t V8 Aelapsed in the applicable Quarterly Floating Rate Period divided by 365)
, S; z/ s1 s' d) ]; h4 odetermined on the 30th day prior to the first day of the applicable Quarterly }+ i2 \9 G4 D" V" F# E- x
Floating Rate Period.
4 c9 q" u! E% m) C) P2 Q% ^, `S-5. q+ A9 C! u5 w
If the Board of Directors does not declare a dividend, or any part thereof, on
0 e" j( I/ ^ E( D2 K6 Hthe Preferred Shares Series 19 on or before the dividend payment date for a8 k: M7 k3 Z$ {* N
particular quarter, then the entitlement of the holders of the Preferred# G6 J9 S7 ~# r$ m% |) l
Shares Series 19 to receive such dividend, or to any part thereof, for such
5 l! N! b" |/ {* ]quarter will be forever extinguished.
1 Z2 o ~5 I" Q2 k* X5 H' e! YRedemption: Subject to the provisions of the Bank Act and to the prior consent of the& d5 m q# w1 v, z; s* U4 Z* Y
Superintendent and to the provisions described below under the heading
: V' z2 v; f; f- R) s8 ^‘‘Details of the Offering — Certain Provisions of the Preferred Shares
- A4 T6 t/ Z7 r% o9 H* L0 B1 }Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
7 S7 `; ]# U3 Q8 L5 [$ g; Zon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
9 H5 u( S) z, h5 c3 ?or any part of the then outstanding Preferred Shares Series 19, at the Bank’s$ ^4 C* d) c! g% `( S' H5 i8 H
option without the consent of the holder, by the payment of an amount in
0 h: s+ `. K: R1 I5 f# e L; tcash for each such share so redeemed of (i) $25.00 together with all declared( _7 B. v. n1 J& j
and unpaid dividends to the date fixed for redemption in the case of
; X; n% r4 S+ V% N8 Qredemptions on February 25, 2019 and on February 25 every five years
) r4 r$ u2 u& V: ]2 l5 Fthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
1 ^7 D1 {3 ~( athe date fixed for redemption in the case of redemptions on any other date
% ~+ ~8 o5 w: e8 d/ \ h: P, Won or after February 25, 2014.) W( ?' z0 ~* B6 \/ D7 g: }
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
4 u- J$ D3 Y; i( J. |- X' QShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
: y8 z0 j1 M+ K" Q; A) ~* Zthe right, at their option, to convert, on February 25, 2019 and on/ }8 n' s: v% o
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any6 [5 J8 W$ j6 W9 j& c
or all of their Preferred Shares Series 19 into an equal number of Preferred2 X$ T; Z8 q, C3 V5 B/ _
Shares Series 18 upon giving to the Bank written notice thereof not earlier
8 B; r: G9 t3 Q# A L" zthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the: t8 u4 k% }7 \1 L0 C' ~' p0 s
15th day preceding, a Series 19 Conversion Date.: q2 |& n0 b7 v/ K: r5 _; h" Y
Automatic Conversion If the Bank determines, after having taken into account all shares tendered* e* ^8 L( \$ S0 r
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares' N% Z& z+ G' G5 ^+ a7 H/ Y" }* j
Series 18, as the case may be, that there would be outstanding on such
9 r* y! z1 I% l" q5 G- ]Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
: {. P( d" ]) F; r; F! K9 Csuch remaining number of Preferred Shares Series 19 will automatically be
& T) k q7 C6 [1 k, Q; Jconverted on such Series 19 Conversion Date into an equal number of
1 E, m" b, l0 W- |# E2 o6 `Preferred Shares Series 18. Additionally, if the Bank determines that, after, U ]* i+ b* h& M u
conversion, there would be outstanding on such Series 19 Conversion Date4 i P6 N+ U1 b- d
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares( s4 |$ g6 x( j1 e% y
Series 19 will be converted into Preferred Shares Series 18.
! t* T8 Q. Z. _" q& g5 X2 OVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares! [" ^; }' {: P. i5 @
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
" u' b0 ~$ t! ^: S1 N" Zany meeting of the shareholders of the Bank unless and until the first time at
) B v$ m# Z2 J* m( ~8 ywhich the Board of Directors has not declared the whole dividend on the
' h* F' x0 @, J1 {5 XPreferred Shares Series 19 in any quarter. In that event, subject as1 X1 B5 o0 |* C! @ u
hereinafter provided, the holders of Preferred Shares Series 19 will be) Q( _( j L- j) d% j
entitled to receive notice of, and to attend, meetings of shareholders at which
) U$ w+ `8 h0 n. Ldirectors of the Bank are to be elected and will be entitled to one vote for2 C- l" x! h* R: e2 P
each Preferred Share Series 19 held. The voting rights of the holders of the% x1 S. n+ [+ j% ?5 K+ @1 v2 Q
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of7 i) i: M4 s$ X1 V" c
the first dividend on the Preferred Shares Series 19 to which the holders are; y, U* _3 H+ g
entitled thereunder subsequent to the time such voting rights first arose until" g3 _; ^! m% U% [1 Z( l6 Z
such time as the Bank may again fail to declare the whole dividend on the/ i6 K- f& M0 {. `4 ]: K9 u
Preferred Shares Series 19 in respect of any quarter, in which event such
; h s# _" P: s3 d0 c5 @7 J$ }voting rights will become effective again and so on from time to time.% q1 s) ?* ]! a3 m; O0 o; S
S-6! u6 V+ x' K: n+ J, D$ t: d$ [* `. B
Priority: The preferred shares of each series of the Bank will rank on a parity with' Y" Q7 \! G' h- |5 f
every other series and are entitled to preference over the common shares of# s/ B$ L. G# I* ^5 o
the Bank and over any other shares of the Bank ranking junior to the$ W& p% v" H1 W& l* k
preferred shares with respect to the payment of dividends and upon any' S, l' x/ Y: {5 I, | }0 k4 ]; ?
distribution of assets in the event of the liquidation, dissolution or9 u' S8 |* I( ^0 T+ l
winding-up of the Bank.6 ]& O' p$ z% A, J. }8 C M
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
2 U: r' q) o/ ~# z4 tDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares( O" U$ X3 v+ c! y9 x7 I4 U' f
Series 18 and Preferred Shares Series 19 will not be required to pay tax on$ ]$ }; ]. |7 M2 n" D( n0 D
dividends received on such shares under Part IV.1 of such Act. |
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