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发表于 2008-11-29 16:58
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下面是BMO的:
% q( E4 l: \& `SUMMARY OF THE OFFERING0 U' P$ @; N! o; b
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’’.8 p+ n1 N1 P7 a; t2 d
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
2 H: J9 d3 l4 F( v# JAmount: $150,000,000 (6,000,000 shares).: g9 B6 W- L/ |; U+ q
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
3 _* c( R% t" S9 l9 M& i+ O+ t& M! zPrincipal Characteristics of the Preferred Shares Series 18% p2 \8 A7 {, |
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
! T! p0 g P3 |& znon-cumulative preferential cash dividends, as and when declared by the. e8 f! u5 H7 H! w5 L
Board of Directors, subject to the provisions of the Bank Act, for the initial
; D" P( q9 ]! U2 H: M% z. }period commencing on the closing date and ending on and including
0 A2 k7 i/ l2 I# _8 F$ ?, L5 K" AFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the. q% O3 h, D9 x, P) B2 R
25th day of February, May, August and November in each year, at a rate5 F& ^+ P' B9 c/ v& h
equal to $0.40625 per share. The initial dividend, if declared, will be payable+ l4 t, K) ^7 _: Y; e) k2 V
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing, Y7 a# X6 ?% a* ?: \7 v( F/ a
date of December 11, 2008.% V5 k" l2 m7 h* g7 h+ O
For each five-year period after the Initial Fixed Rate Period (each, a! j3 A* Q0 J9 c9 v7 w2 z* C
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
$ d, m" K: [6 OSeries 18 will be entitled to receive fixed non-cumulative preferential cash
" L( f1 H* k5 [* Vdividends, as and when declared by the Board of Directors, subject to the
# b2 A- E D$ I0 Dprovisions of the Bank Act, payable quarterly on the 25th day of February,
3 M8 T6 |3 Z3 i( E0 r- ~$ C' H1 sMay, August and November in each year, in the amount per share per annum
% L' D1 Y) _% k4 qdetermined by multiplying the Annual Fixed Dividend Rate applicable to, j6 C; h# O* d& G
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
# g9 I1 `' {2 d" d* L& V- \ WRate for the ensuing Subsequent Fixed Rate Period will be determined by the0 \7 u/ _! c1 r1 Q" |( I
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day& Y) C& _! k, H5 l( E& X7 r
of such Subsequent Fixed Rate Period and will be equal to the sum of the6 {2 {8 ^- t7 Q, g+ M
Government of Canada Yield on the applicable Fixed Rate Calculation Date
/ {8 [% ^4 W! R! l) x3 s- Hplus 3.83%.( d8 I. R1 F: P! b: l+ S: V
If the Board of Directors does not declare a dividend, or any part thereof, on* d8 A* r g, f2 ~7 N7 }4 A W0 V
the Preferred Shares Series 18 on or before the dividend payment date for a
5 J9 q. Q% G( A( ?8 n3 W+ E) {3 xparticular quarter, then the entitlement of the holders of the Preferred7 z8 J3 w* H& S
Shares Series 18 to receive such dividend, or to any part thereof, for such7 ]! o1 c$ I- Y& D. n; d. `
quarter will be forever extinguished.
$ d! ]! e: d# j: j5 N, [Redemption: Subject to the provisions of the Bank Act and to the prior consent of the9 y$ X$ M9 z4 I+ L7 l
Superintendent and to the provisions described below under ‘‘Details of the; m% q5 _+ q8 v* T! R% f3 z
Offering — Certain Provisions of the Preferred Shares Series 18 as a
0 ]* _3 R! {5 D2 FSeries — Restrictions on Dividends and Retirement of Shares’’, on6 K+ Y* p- P0 [0 R# \( Q) m
February 25, 2014 and on February 25 every five years thereafter, on not+ s- s# u% B& y
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any* P# j0 Q0 n3 V" i7 X$ B* B: o
part of the then outstanding Preferred Shares Series 18, at the Bank’s option7 ~* y7 X7 b6 X; ~! u, z7 A
without the consent of the holder, by the payment of an amount in cash for+ R8 x' a3 L: p" ` ^3 n' k* E
each such share so redeemed of $25.00 together with all declared and unpaid6 ~2 w- g, ?4 p0 n3 Y; \6 w1 m
dividends to the date fixed for redemption.) S9 P% a! B3 @4 ?# _4 j
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic9 D, T, E* j8 u, r; H4 {
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have! ~% m$ p0 ^+ t
the right, at their option, to convert, on February 25, 2014 and on+ E" w& }) V% T m# B& O5 d5 c' d; p
S-4! j; S, [) s0 i
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any( V$ E, e* _" d+ E
or all of their Preferred Shares Series 18 into an equal number of Preferred7 O2 @! n0 M% B# L3 q
Shares Series 19 upon giving to the Bank notice thereof not earlier than
$ r5 y, L8 e: L30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
4 x( ]9 K6 a4 j, P1 G8 J3 Cpreceding, a Series 18 Conversion Date.
b8 ?& C6 \& KAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
# w) H) O- j( A# Y, _% nProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
/ D/ @$ K# R ?$ ^; y& ]$ }Series 19, as the case may be, that there would be outstanding on such
% a, B0 T" j' f2 xSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
$ X8 y, K- Z* t2 \such remaining number of Preferred Shares Series 18 will automatically be5 ?/ @/ R! R4 b0 d0 V
converted on such Series 18 Conversion Date into an equal number of, k2 k) `# v& X
Preferred Shares Series 19. Additionally, if the Bank determines that, after/ `( m% ]+ i* Z2 Q7 L, j0 j* X" Z; u
conversion, there would be outstanding on such Series 18 Conversion Date5 I) l- j, l5 k4 H
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares6 ], v0 d9 o8 L5 U$ [! @9 ]7 C) B
Series 18 will be converted into Preferred Shares Series 19.
2 ~. _. @6 {1 S3 E# h+ I- RVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
# h. v4 P" d" t" v2 ~! S* hSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
- H4 f% s0 c" ^" lany meeting of the shareholders of the Bank unless and until the first time at
" u5 m$ H/ \2 e& G# \. K vwhich the Board of Directors has not declared the whole dividend on the4 f; ^7 \3 o- s5 @5 z1 c9 y
Preferred Shares Series 18 in any quarter. In that event, subject as
9 u* _9 ?6 f4 e5 i. F: U% ?hereinafter provided, the holders of Preferred Shares Series 18 will be6 |$ l) r+ ~! u( g0 d$ @
entitled to receive notice of, and to attend, meetings of shareholders at which9 V6 O3 {: I2 E: }
directors of the Bank are to be elected and will be entitled to one vote for2 I# \" Q# B, y* p$ }: k; _
each Preferred Share Series 18 held. The voting rights of the holders of the+ i9 y* a1 T. K4 S9 F, f( q6 L
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of1 U; O7 A5 O) b+ ~3 E( j
the first dividend on the Preferred Shares Series 18 to which the holders are: e+ R$ M0 R0 ~0 r4 K
entitled thereunder subsequent to the time such voting rights first arose until
1 V% _1 o+ f! y! a! j5 @such time as the Bank may again fail to declare the whole dividend on the
( ^$ i! m# T7 I, A5 ~Preferred Shares Series 18 in respect of any quarter, in which event such
" k+ K- p2 c$ ~9 W% r2 Svoting rights will become effective again and so on from time to time.
- t" o/ p+ v" N" Q4 x1 uPrincipal Characteristics of the Preferred Shares Series 19. ?1 i( T! \" L4 _% O: {& `5 i: L
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive- ^2 E) k9 C- u* U
floating rate non-cumulative preferential cash dividends, as and when
# Z& Y7 N) M; T' B6 ~; Pdeclared by the Board of Directors, subject to the provisions of the Bank Act,: b {' z. }3 t" M1 r
payable quarterly on the 25th day of February, May, August and November: @& s7 `3 Y$ e6 {# \3 ?& b( a
in each year, in the amount per share determined by multiplying the
1 T* o% |4 Y; T- S& Zapplicable Quarterly Floating Dividend Rate by $25.00. \6 f% W7 i8 i) v" P
On the 30th day prior to the commencement of the initial quarterly dividend3 I( B& w9 ^! {" ]5 L# V; Q9 e
period beginning on February 25, 2014, and on the 30th day prior to the first, V l% @/ P k: J
day of each subsequent quarterly dividend period (the initial quarterly
" B* N5 }4 E1 |& F$ Adividend period and each subsequent quarterly dividend period is referred to1 F7 ~6 G) f( T7 \
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
2 B1 e* e1 Q, h: ^1 z' f3 ]Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
/ |# g. H/ o3 xPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the# N2 j/ J& d" ?: e$ k
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
7 {6 C8 O& b" b4 L" \+ eelapsed in the applicable Quarterly Floating Rate Period divided by 365)
. ^. W4 f0 Q$ C4 l( }determined on the 30th day prior to the first day of the applicable Quarterly; p& Y. ~1 ? @* Z( ?' z
Floating Rate Period.
: e/ j) m; [* ~! N) fS-5
9 Y6 _1 Q! `4 K9 OIf the Board of Directors does not declare a dividend, or any part thereof, on$ K2 C! ]8 }: k2 m6 f
the Preferred Shares Series 19 on or before the dividend payment date for a+ k, M4 `3 o# q; m, K3 j
particular quarter, then the entitlement of the holders of the Preferred
) W, v1 g' q. D6 |, u, P0 v4 |Shares Series 19 to receive such dividend, or to any part thereof, for such
+ P2 q ?6 i" b+ v+ ^( i5 X7 nquarter will be forever extinguished.
* b {$ G6 |$ L+ YRedemption: Subject to the provisions of the Bank Act and to the prior consent of the" v0 |$ P9 ^9 @$ H& a
Superintendent and to the provisions described below under the heading
1 T7 S: P1 _6 P% A/ l‘‘Details of the Offering — Certain Provisions of the Preferred Shares& x% M" ^- Z, V' j2 D& ]
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
$ h" R7 V0 @( ~5 j+ z1 Uon not more than 60 nor less than 30 days’ notice, the Bank may redeem all
' X0 U$ @( v0 }0 k Dor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
% ?0 g- d# x6 m# H% V8 h5 z: Roption without the consent of the holder, by the payment of an amount in' j a3 w$ A- G3 j, z
cash for each such share so redeemed of (i) $25.00 together with all declared
0 E) W- B A$ u% o, k+ T& d: y# G) O; _: yand unpaid dividends to the date fixed for redemption in the case of
& l# H. |8 d! J7 \3 U4 z# O0 Z( vredemptions on February 25, 2019 and on February 25 every five years
5 H" w1 C2 W0 q. b% O6 x Ithereafter, or (ii) $25.50 together with all declared and unpaid dividends to* E- K" l4 L! ^& u2 E2 q
the date fixed for redemption in the case of redemptions on any other date
! |. W+ z/ G' _- q+ S! d4 S' v' |on or after February 25, 2014.
; ~2 `; a' ^/ n6 TConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic: Q4 [4 \, `3 W( G/ k' L& C1 M
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have! [4 |* K0 d1 q8 L* |: y9 P3 h
the right, at their option, to convert, on February 25, 2019 and on9 J! L [0 J5 L ~- W" R; b
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any+ g0 B/ r6 M! F7 t/ v! f7 j& N
or all of their Preferred Shares Series 19 into an equal number of Preferred( h: O( X* j2 r& _9 _. r% W. T4 u* B$ f
Shares Series 18 upon giving to the Bank written notice thereof not earlier- W6 ?; m4 |6 [/ ~8 H# u" N" `* e" l
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
1 X6 l4 N3 p/ M- j7 u& _$ J9 a15th day preceding, a Series 19 Conversion Date.) a; t2 y+ v N' U6 f7 }
Automatic Conversion If the Bank determines, after having taken into account all shares tendered2 G1 l7 f. }# U; n$ s+ @& |
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares9 X% Q8 E4 G# a
Series 18, as the case may be, that there would be outstanding on such; I" e1 A( {: s& ?9 |
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,; ?# R- x- H7 p: e7 c
such remaining number of Preferred Shares Series 19 will automatically be
3 w1 }4 |+ d+ h3 T3 T8 b2 s( L' p0 Iconverted on such Series 19 Conversion Date into an equal number of
% R# o0 r9 {5 h8 p" e0 @9 k; OPreferred Shares Series 18. Additionally, if the Bank determines that, after: D0 F9 g0 U: P/ b4 Q2 z* t1 G
conversion, there would be outstanding on such Series 19 Conversion Date
# s$ O1 f# M4 Uless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
3 C) M& j1 A2 [7 d8 c& s" R" XSeries 19 will be converted into Preferred Shares Series 18." C3 R/ S5 [, Z3 V( _
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
9 O0 ?4 E- F# ?: GSeries 19 will not be entitled as such to receive notice of, attend, or vote at,9 Y' X8 p2 [9 n- J2 ^' W
any meeting of the shareholders of the Bank unless and until the first time at O% e4 ?& q) A
which the Board of Directors has not declared the whole dividend on the( Z3 S* ?5 D* Y7 q
Preferred Shares Series 19 in any quarter. In that event, subject as
1 B6 y5 T" W# X+ u5 R$ `! j$ D4 Jhereinafter provided, the holders of Preferred Shares Series 19 will be. Q4 A6 H& H: p; h
entitled to receive notice of, and to attend, meetings of shareholders at which: ?5 L i7 f2 ]; B" w5 z
directors of the Bank are to be elected and will be entitled to one vote for W W. b: D% l' c& Y' M) u' V
each Preferred Share Series 19 held. The voting rights of the holders of the
; K# f C4 C+ g: K1 N4 R nPreferred Shares Series 19 will forthwith cease upon payment by the Bank of9 s" L9 m1 _" ]8 `9 t
the first dividend on the Preferred Shares Series 19 to which the holders are
& [' ^% \- Y" ]4 Pentitled thereunder subsequent to the time such voting rights first arose until
N5 T8 v0 N+ z8 p$ gsuch time as the Bank may again fail to declare the whole dividend on the
' o3 y* `3 _6 oPreferred Shares Series 19 in respect of any quarter, in which event such
. o0 T* _, ]' ]/ \& y" Mvoting rights will become effective again and so on from time to time.; v8 J' y$ g, a
S-6
. @% x2 w( C& _# IPriority: The preferred shares of each series of the Bank will rank on a parity with
& C: G( B. V% i9 y* Bevery other series and are entitled to preference over the common shares of% d( c4 R6 ^" p& q0 y- w0 {
the Bank and over any other shares of the Bank ranking junior to the
* O1 l5 U. I1 ?; ]9 l. q- Vpreferred shares with respect to the payment of dividends and upon any
2 i# e9 ?* e: S y2 v& Mdistribution of assets in the event of the liquidation, dissolution or
6 O. } ?% e6 k6 a+ }9 gwinding-up of the Bank.
* A: `* W% X- P& e4 {) H/ wTax on Preferred Share The Bank will elect, in the manner and within the time provided under" U/ {3 H) b# ?! l5 i
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
A; b; U% x$ @) k' PSeries 18 and Preferred Shares Series 19 will not be required to pay tax on- l5 l, Q& f! E' b5 ]2 }4 g) ]
dividends received on such shares under Part IV.1 of such Act. |
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