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发表于 2008-11-29 16:58
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下面是BMO的:
! U) }. R6 q# V$ a- bSUMMARY OF THE OFFERING
* G' V8 N/ Y2 [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’’.4 {7 [7 o$ ?, N: `9 W0 Z
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18., e" S: b4 ~# C, `8 V3 ? V
Amount: $150,000,000 (6,000,000 shares).' o: X8 Z2 l* C. \0 F
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
4 B% w+ P g4 w4 P( APrincipal Characteristics of the Preferred Shares Series 18' N2 n3 [* f4 w" d, w2 U
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
4 h2 b2 d- U6 f$ X3 bnon-cumulative preferential cash dividends, as and when declared by the7 U% i, l& `! G, h b( @6 R: G
Board of Directors, subject to the provisions of the Bank Act, for the initial
4 Y U9 B% Y/ @7 e; B6 Rperiod commencing on the closing date and ending on and including( ~) R# O% b$ @6 G" N) Q
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
, \- P8 i/ w; E0 l @) ]25th day of February, May, August and November in each year, at a rate& \$ {! y5 g& N
equal to $0.40625 per share. The initial dividend, if declared, will be payable
* @1 H, o7 o4 Y4 b# D* vMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing9 n' H5 N9 Z/ f
date of December 11, 2008.
- r0 u- D% A- {/ ~For each five-year period after the Initial Fixed Rate Period (each, a
1 T4 X5 F {" v- z5 J8 b% G‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares6 `4 w5 G! I" |- ^
Series 18 will be entitled to receive fixed non-cumulative preferential cash
& w6 I( S3 {: Ldividends, as and when declared by the Board of Directors, subject to the, Y d8 ]8 x7 |/ Y! a
provisions of the Bank Act, payable quarterly on the 25th day of February,. l4 D, C- {/ d9 b
May, August and November in each year, in the amount per share per annum
" I. I F' K/ U# Q& ]& ~- kdetermined by multiplying the Annual Fixed Dividend Rate applicable to
5 ]! Y9 x8 s8 ?. p$ C8 Dsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
& N* f8 g$ E" R' i' _, CRate for the ensuing Subsequent Fixed Rate Period will be determined by the4 c( ]( n$ b) m$ N
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
8 C5 [2 f$ h( L. f. G) v* ~of such Subsequent Fixed Rate Period and will be equal to the sum of the( s% [+ L) I' U3 V* e2 l5 d
Government of Canada Yield on the applicable Fixed Rate Calculation Date5 c3 X, v$ W2 M* P8 n, [
plus 3.83%.0 x! P0 n$ O# f7 C( |
If the Board of Directors does not declare a dividend, or any part thereof, on1 w; {2 R9 Y' L# \3 `
the Preferred Shares Series 18 on or before the dividend payment date for a( q( k6 l8 s2 i- Y& [; t
particular quarter, then the entitlement of the holders of the Preferred
. s: Y- W$ w& J& K8 rShares Series 18 to receive such dividend, or to any part thereof, for such: I: O; f$ y* K0 N& a3 a0 s; F J
quarter will be forever extinguished." I) u( [& A) A
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the3 h+ \) q6 B% H9 ~ H$ v& n0 |
Superintendent and to the provisions described below under ‘‘Details of the
, D- F: i/ S/ L t( X# M* uOffering — Certain Provisions of the Preferred Shares Series 18 as a
7 i8 L! O) D ]* w: b$ VSeries — Restrictions on Dividends and Retirement of Shares’’, on. J2 z7 t1 b& o$ H( D: C
February 25, 2014 and on February 25 every five years thereafter, on not. ^$ |1 r, v+ M) r' j+ d: q( R
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any1 T, T0 k. @6 l2 m
part of the then outstanding Preferred Shares Series 18, at the Bank’s option0 B- _) [! j- _4 z* i- _$ m
without the consent of the holder, by the payment of an amount in cash for
4 {/ D2 {6 Q: K' N; Eeach such share so redeemed of $25.00 together with all declared and unpaid
& i" U7 G& z% l5 s: Z( Adividends to the date fixed for redemption.% i; h3 {; `0 O/ K% j) z, k
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic9 |6 S- R. Y+ o& y1 ]# F v( Q
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
/ \$ H U2 z1 vthe right, at their option, to convert, on February 25, 2014 and on
. D7 `3 ?- F5 q$ X: \/ h" n# US-4$ ^. i2 i- Z& k
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any. d+ v8 b- }2 M- {
or all of their Preferred Shares Series 18 into an equal number of Preferred
4 U5 T7 M3 `( R& l1 M5 _0 v4 LShares Series 19 upon giving to the Bank notice thereof not earlier than; _$ J0 q6 ]* h1 G' R# v; ~, N
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day7 b/ d6 c& n. q- O% x+ K: v
preceding, a Series 18 Conversion Date.
h2 r* }' t" U$ B1 y4 j4 r+ ^- {& [Automatic Conversion If the Bank determines, after having taken into account all shares tendered |! w Z [% ]
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
7 X `: V5 J1 n0 `2 uSeries 19, as the case may be, that there would be outstanding on such ]. |3 n# e1 t e
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,5 b0 L4 r- V( T7 ]5 f. R
such remaining number of Preferred Shares Series 18 will automatically be
& b; O) S" S) ]9 A0 Cconverted on such Series 18 Conversion Date into an equal number of/ b; E/ b. B% o( k" T
Preferred Shares Series 19. Additionally, if the Bank determines that, after
?) j1 r0 Q8 G9 x3 lconversion, there would be outstanding on such Series 18 Conversion Date/ y. p& |. e5 P! r/ ^. @2 L* M
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
1 [3 d1 V6 J/ |! G! B2 G* iSeries 18 will be converted into Preferred Shares Series 19.9 U' [- L+ K. ~' l: p" Y7 Y: @$ q% w7 e
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares( u: U( B) I4 T% u
Series 18 will not be entitled as such to receive notice of, attend, or vote at,0 E4 i: B3 {% d1 R: ~: V6 i
any meeting of the shareholders of the Bank unless and until the first time at
: n2 U S/ ?9 R4 }2 awhich the Board of Directors has not declared the whole dividend on the
/ A& k/ I5 B7 _Preferred Shares Series 18 in any quarter. In that event, subject as2 [$ n! v: f% t. R9 w
hereinafter provided, the holders of Preferred Shares Series 18 will be
7 D4 ~9 | {, W5 |* o* Ventitled to receive notice of, and to attend, meetings of shareholders at which2 H/ x: C0 r: e2 x
directors of the Bank are to be elected and will be entitled to one vote for
/ s- J% b9 {& feach Preferred Share Series 18 held. The voting rights of the holders of the8 k# L) [' \) s& l' _, Z
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of J0 O* v+ k' G z: f
the first dividend on the Preferred Shares Series 18 to which the holders are
5 F/ P6 O+ e9 i+ N+ U+ Y! s1 y% Fentitled thereunder subsequent to the time such voting rights first arose until
" Q- P/ H% m5 fsuch time as the Bank may again fail to declare the whole dividend on the
3 {& _% u4 I8 u/ g, N6 M6 bPreferred Shares Series 18 in respect of any quarter, in which event such
# c0 N% ^! O2 _voting rights will become effective again and so on from time to time. f0 \; x; f" W: ]
Principal Characteristics of the Preferred Shares Series 19
+ v3 G) Q8 l% t+ UDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
" @! p! [& r7 N dfloating rate non-cumulative preferential cash dividends, as and when% ]; T# m7 s* |+ E3 R
declared by the Board of Directors, subject to the provisions of the Bank Act,
* |+ l4 {% Y: j9 S! V9 Ppayable quarterly on the 25th day of February, May, August and November& |8 K! C, F; Z( [! l. T+ E
in each year, in the amount per share determined by multiplying the
% L, ]' j. v) H4 Rapplicable Quarterly Floating Dividend Rate by $25.00.# v" \: ^ G# v8 K$ ]1 G3 @& c& E# R
On the 30th day prior to the commencement of the initial quarterly dividend
1 H( {7 ]& m2 z% Aperiod beginning on February 25, 2014, and on the 30th day prior to the first
: H+ X( {% f; ]; q) z( {- Uday of each subsequent quarterly dividend period (the initial quarterly
. b0 D7 _3 ~* k2 [( t% Ydividend period and each subsequent quarterly dividend period is referred to' v% d2 ^3 x" \1 k& @+ B: G
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the4 I4 [" Q; A# W' x5 S( ^
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
( o& k! V+ G+ APeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the" @9 f( r) p0 S1 V' f3 H2 D- {
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days; {9 I+ G. }' y2 i
elapsed in the applicable Quarterly Floating Rate Period divided by 365)1 Q* Q! e) G2 U ]. _" J# h3 N
determined on the 30th day prior to the first day of the applicable Quarterly9 O# l, M. [& N8 ?! T8 M" ~
Floating Rate Period.
: _( B3 [. _' ? cS-5
7 l/ ?' W5 X5 M5 {9 b& FIf the Board of Directors does not declare a dividend, or any part thereof, on$ E5 ~1 r: q( `
the Preferred Shares Series 19 on or before the dividend payment date for a
; ?8 M/ L& l0 c6 `+ sparticular quarter, then the entitlement of the holders of the Preferred
7 U, M6 v0 E: @6 pShares Series 19 to receive such dividend, or to any part thereof, for such8 l& \) f3 m5 B- F7 m
quarter will be forever extinguished.5 Y m* k. e, \( n: W
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the8 S" o$ @* W2 ^( n, ]
Superintendent and to the provisions described below under the heading
6 a% u/ E8 G$ @! r6 l‘‘Details of the Offering — Certain Provisions of the Preferred Shares' F E2 P2 w7 K% G
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
* n0 v/ F: x6 Don not more than 60 nor less than 30 days’ notice, the Bank may redeem all
7 o: ?: ?! k3 U- i U E0 S0 x# Lor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
9 r* G5 N5 ]& p' Soption without the consent of the holder, by the payment of an amount in& |4 u& \+ _% J, w6 r5 D
cash for each such share so redeemed of (i) $25.00 together with all declared
4 r% }7 e; e0 T1 L8 jand unpaid dividends to the date fixed for redemption in the case of. n6 H) K0 J- h: ?* A" N: q- T
redemptions on February 25, 2019 and on February 25 every five years$ \ A+ X7 \# g+ R/ V, L
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
8 b% Y$ h- A+ T, Q* kthe date fixed for redemption in the case of redemptions on any other date2 j8 m5 f$ k, E1 r8 p+ F
on or after February 25, 2014.0 l6 s; L4 s. i1 X% f2 T
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
3 V6 h% d9 j0 @; g- p+ G8 k# KShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
5 f' b6 @) u3 F1 L& t: ythe right, at their option, to convert, on February 25, 2019 and on
% _( |- c) q, Z7 V7 \- w1 U/ l% {February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any) b, Z, | |5 ]9 r
or all of their Preferred Shares Series 19 into an equal number of Preferred# S4 W% x1 Y$ g4 [4 f
Shares Series 18 upon giving to the Bank written notice thereof not earlier: s% T' y( u1 h& L
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
6 H" n+ ~: [" f( d {' v15th day preceding, a Series 19 Conversion Date.
2 h9 y4 @2 k- b& l d5 n# t UAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
) H7 a" x( @- u3 [/ [Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
$ a& @8 Y+ t3 }8 `Series 18, as the case may be, that there would be outstanding on such
/ u6 W4 F3 E- s) o* @* uSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,4 D- u9 l b% L7 }6 p2 W
such remaining number of Preferred Shares Series 19 will automatically be
! j3 Y/ O) z) C5 lconverted on such Series 19 Conversion Date into an equal number of& C* X1 N) C& p% u
Preferred Shares Series 18. Additionally, if the Bank determines that, after
K" F, ?( P/ V' [5 j7 e9 xconversion, there would be outstanding on such Series 19 Conversion Date
z% ^. y O" A$ }+ ?less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares6 i/ m% _5 [; F9 a, x
Series 19 will be converted into Preferred Shares Series 18.
1 d% [/ ^# L5 p2 h# w( w0 ]. R# XVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares2 @' N" Q' j$ W3 k' z
Series 19 will not be entitled as such to receive notice of, attend, or vote at,& M; ^2 M1 R$ k2 s6 o3 T7 _0 A" O
any meeting of the shareholders of the Bank unless and until the first time at
2 [& b# d. o0 U% c9 P( Z' Dwhich the Board of Directors has not declared the whole dividend on the; n/ _# _ g" Y0 G _: U/ b
Preferred Shares Series 19 in any quarter. In that event, subject as
# H8 v$ r P! D6 B" K" e$ K. fhereinafter provided, the holders of Preferred Shares Series 19 will be
7 j2 d$ F! \% B' V+ |) J# Nentitled to receive notice of, and to attend, meetings of shareholders at which
/ K4 z( W4 f3 mdirectors of the Bank are to be elected and will be entitled to one vote for. n, S2 e" a( ?5 Y
each Preferred Share Series 19 held. The voting rights of the holders of the
7 M! R! y- j$ ^- }$ RPreferred Shares Series 19 will forthwith cease upon payment by the Bank of- h2 { d9 k" q! f: k# A
the first dividend on the Preferred Shares Series 19 to which the holders are$ O2 a+ z) r: Q# @/ \, D' Q+ \
entitled thereunder subsequent to the time such voting rights first arose until6 V+ m0 t$ i2 o5 T: X0 P
such time as the Bank may again fail to declare the whole dividend on the( M2 y. ?+ Y& J, ^" M/ n
Preferred Shares Series 19 in respect of any quarter, in which event such5 K0 x) Z- N, a1 u2 [6 f
voting rights will become effective again and so on from time to time. O1 d4 M1 ? b4 G$ ^
S-67 a7 h7 \2 ?5 s+ D9 K/ q
Priority: The preferred shares of each series of the Bank will rank on a parity with
& f8 \( x3 t3 }every other series and are entitled to preference over the common shares of
# B' {( u& b; z( qthe Bank and over any other shares of the Bank ranking junior to the
9 l% B ~+ Y6 o- n, h8 Ypreferred shares with respect to the payment of dividends and upon any+ J* O) M ^9 c9 |
distribution of assets in the event of the liquidation, dissolution or
& S7 D2 G& T# M. B8 g. Ywinding-up of the Bank.
% \6 r/ y) O# f2 p# k% N$ ~Tax on Preferred Share The Bank will elect, in the manner and within the time provided under6 o& x: p! b$ ?) E
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
9 L* ~. q% `) k8 ESeries 18 and Preferred Shares Series 19 will not be required to pay tax on: n! w6 }! V& t2 s w
dividends received on such shares under Part IV.1 of such Act. |
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