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发表于 2008-11-29 16:58
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下面是BMO的:
; X: B2 h# b5 M ^SUMMARY OF THE OFFERING
0 S l3 g& l6 G4 L7 p3 v" cThis 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’’.
# k8 M. x% S( z0 aIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
6 q6 p+ n5 z/ j R# e6 bAmount: $150,000,000 (6,000,000 shares).
- o3 W8 k2 ]$ n4 wPrice and Yield: $25.00 per share to yield initially 6.50% per annum./ ]# i- l. g; A
Principal Characteristics of the Preferred Shares Series 18
Q+ {, ~) ~: \; Y" DDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
* P$ e, }* \! [0 X- i4 mnon-cumulative preferential cash dividends, as and when declared by the
& I0 W: y" h# {- r1 s. Q9 i& V0 aBoard of Directors, subject to the provisions of the Bank Act, for the initial
! J# ^+ [! @" F- i5 z+ N# Pperiod commencing on the closing date and ending on and including) V! H5 A# a6 P4 \5 y
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
7 s1 B5 ]9 E- R25th day of February, May, August and November in each year, at a rate/ s) c( k9 j6 H2 h
equal to $0.40625 per share. The initial dividend, if declared, will be payable$ A/ n5 W1 a; y. t% b
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
' P; y5 `0 q8 B9 l0 n4 R" Bdate of December 11, 2008.1 R- d& r0 h z; R9 a) D' N
For each five-year period after the Initial Fixed Rate Period (each, a8 r# c5 o1 c2 n u
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
% U0 x6 Z# `: e$ g6 gSeries 18 will be entitled to receive fixed non-cumulative preferential cash L: S- @( d' I$ w
dividends, as and when declared by the Board of Directors, subject to the6 m, i! ~6 b' Q6 V- c5 G6 \9 U& Z
provisions of the Bank Act, payable quarterly on the 25th day of February, M6 N$ d s8 h- V' I/ V0 Z
May, August and November in each year, in the amount per share per annum. G$ N, K) X0 ~* e0 z' U% e7 U
determined by multiplying the Annual Fixed Dividend Rate applicable to
% d( n9 M$ h, ]8 ^' ?2 k+ ?& \/ Qsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend& d2 D2 i+ a7 P( L$ K
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the7 _1 i: A. f [9 ]: m, h4 g
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day+ {5 g2 U I& _+ q+ g9 V
of such Subsequent Fixed Rate Period and will be equal to the sum of the
, H! @* q7 {! a7 _& o! ?( u! ZGovernment of Canada Yield on the applicable Fixed Rate Calculation Date! n$ q k* L2 }7 x @% b- b
plus 3.83%.
; R! A6 _, H5 g V O% ?4 z& \If the Board of Directors does not declare a dividend, or any part thereof, on: X# h3 s& G0 o9 t" _7 i
the Preferred Shares Series 18 on or before the dividend payment date for a
/ ?5 Y* W. I- c Y2 Sparticular quarter, then the entitlement of the holders of the Preferred
8 W; }* P2 _, W0 `7 ]Shares Series 18 to receive such dividend, or to any part thereof, for such5 |! z! y Y# R
quarter will be forever extinguished.
! ~# w$ X7 Y* T, u# v' ORedemption: Subject to the provisions of the Bank Act and to the prior consent of the4 m4 C5 ^9 `# r, d& ~& y! V6 f0 f
Superintendent and to the provisions described below under ‘‘Details of the
- }' }8 L2 X1 j9 H) EOffering — Certain Provisions of the Preferred Shares Series 18 as a% ]8 E5 z% }, I8 @2 P7 f5 L t
Series — Restrictions on Dividends and Retirement of Shares’’, on' m* [; m3 x2 O% h. D" K# X" c
February 25, 2014 and on February 25 every five years thereafter, on not+ y+ J& r4 H H9 P: k8 _9 F" P; v) m
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any2 n4 ]7 R) D# e D6 H9 i* {8 ?, m
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
( t- G5 x/ D" }! `6 T4 Awithout the consent of the holder, by the payment of an amount in cash for9 y& V$ _( K: b" d% E2 {
each such share so redeemed of $25.00 together with all declared and unpaid2 A$ x: w, Z/ B! `2 S4 B9 y: [5 S
dividends to the date fixed for redemption.8 Z, w; ]' `* f8 D, T. G0 M6 y7 ]
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic) m5 I- D+ M6 |
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
- i e% l! c, N* u1 }# ethe right, at their option, to convert, on February 25, 2014 and on) m2 N6 u2 O5 o5 N0 d
S-41 c8 J' t1 T: h+ W! i6 R
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any8 @+ m- [ E9 u8 h2 k( D
or all of their Preferred Shares Series 18 into an equal number of Preferred7 \" S) T1 n+ I
Shares Series 19 upon giving to the Bank notice thereof not earlier than8 v2 o3 x v* a6 X9 N+ l
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day+ @, _0 t* K( w, O# q& Y
preceding, a Series 18 Conversion Date.
# n3 ?. T& d6 ^( VAutomatic Conversion If the Bank determines, after having taken into account all shares tendered" \8 L' \; \! u. a" h
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares# F9 V$ N; ^2 \3 V( T' t
Series 19, as the case may be, that there would be outstanding on such
C& `3 z: i0 xSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,% l( K0 y8 m [
such remaining number of Preferred Shares Series 18 will automatically be
" @3 j) s" F( s8 m/ b/ j- }converted on such Series 18 Conversion Date into an equal number of
* _/ {% d j l5 HPreferred Shares Series 19. Additionally, if the Bank determines that, after
# y9 W6 K" p1 rconversion, there would be outstanding on such Series 18 Conversion Date
3 t% E* k1 l9 \, o$ Q/ fless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
; c2 | n7 W8 P2 V1 a$ BSeries 18 will be converted into Preferred Shares Series 19.% N# e- t2 F ?0 x0 T7 |
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
@+ |, ?) \% c0 m9 _8 }& w0 GSeries 18 will not be entitled as such to receive notice of, attend, or vote at,
. |, A# O. O( b# o6 ~- P" g Zany meeting of the shareholders of the Bank unless and until the first time at- r8 ]: M; T a5 G! w
which the Board of Directors has not declared the whole dividend on the- B& d9 W. \2 N" o6 B
Preferred Shares Series 18 in any quarter. In that event, subject as1 ]4 G' O1 p ~; \
hereinafter provided, the holders of Preferred Shares Series 18 will be5 _' P/ L# U1 t$ ] n: G9 v: w
entitled to receive notice of, and to attend, meetings of shareholders at which9 a* l ^. X0 o; [
directors of the Bank are to be elected and will be entitled to one vote for2 A- J8 i7 |/ F9 C
each Preferred Share Series 18 held. The voting rights of the holders of the
1 T( Z6 f p( C& s' q `3 CPreferred Shares Series 18 will forthwith cease upon payment by the Bank of) {# a! U+ e9 c8 w0 Y7 j
the first dividend on the Preferred Shares Series 18 to which the holders are1 J" {4 k9 X! ?6 o7 \/ ]1 A1 d2 L
entitled thereunder subsequent to the time such voting rights first arose until
" P/ q% B4 G) ~) `0 Isuch time as the Bank may again fail to declare the whole dividend on the F3 C7 e/ v2 H3 v/ j" u0 K
Preferred Shares Series 18 in respect of any quarter, in which event such; T1 t/ S7 t) Q. T9 {
voting rights will become effective again and so on from time to time.# w% @" Y# q" c. F5 R) e
Principal Characteristics of the Preferred Shares Series 19
: x4 h: R4 c/ d# XDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
3 h$ B! J6 t+ sfloating rate non-cumulative preferential cash dividends, as and when
! `4 N# ?3 [; n4 Bdeclared by the Board of Directors, subject to the provisions of the Bank Act,
! p0 q# Y# P3 }8 \4 }payable quarterly on the 25th day of February, May, August and November8 ^. H: z6 R3 A; i
in each year, in the amount per share determined by multiplying the, p7 h2 r4 n2 A9 ~+ ~
applicable Quarterly Floating Dividend Rate by $25.00./ o0 @' K& I4 K1 t) t
On the 30th day prior to the commencement of the initial quarterly dividend# m8 m" O7 S+ u7 C8 Y% p
period beginning on February 25, 2014, and on the 30th day prior to the first R* e U( j, E
day of each subsequent quarterly dividend period (the initial quarterly z) k4 b0 p( ]4 D- P6 o
dividend period and each subsequent quarterly dividend period is referred to1 }- X! C2 G& [+ D( u1 T
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the1 p8 M& t {/ R* s$ Z' p$ o
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
) [! y0 O2 i, C$ P" |Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
* X* n# z- t; l7 qT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
* L+ ^+ h2 h) `* H( K) Yelapsed in the applicable Quarterly Floating Rate Period divided by 365)
0 F4 O6 ^: E+ J8 R' `' U. Hdetermined on the 30th day prior to the first day of the applicable Quarterly
& U: A3 G6 R- ~' i' kFloating Rate Period.
0 P' u/ V$ {, c5 N) s3 s6 bS-5
% m! A/ W# E7 o$ H2 ~If the Board of Directors does not declare a dividend, or any part thereof, on$ l7 O9 K9 R/ g6 l m% ]
the Preferred Shares Series 19 on or before the dividend payment date for a2 z: v6 ?! G9 K2 p
particular quarter, then the entitlement of the holders of the Preferred
2 R& l, y3 J/ @3 }Shares Series 19 to receive such dividend, or to any part thereof, for such! O; _) U! k/ T7 m& t9 K% t' l
quarter will be forever extinguished.
" p: Q, K2 x: n2 VRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
% y; T a9 f4 G$ J5 P4 BSuperintendent and to the provisions described below under the heading
) t( [7 \% f" J! R+ z‘‘Details of the Offering — Certain Provisions of the Preferred Shares' o) k- o+ e: k
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
0 @" c$ q" b- t% {on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
' C+ y8 L0 J' j; Ior any part of the then outstanding Preferred Shares Series 19, at the Bank’s
5 q0 O0 y2 Z1 @2 a$ eoption without the consent of the holder, by the payment of an amount in" q8 f& @4 l, i9 q( ], u1 A5 [0 |
cash for each such share so redeemed of (i) $25.00 together with all declared- P: V0 G: P. }1 O) z
and unpaid dividends to the date fixed for redemption in the case of
3 p8 m- D) ^( Q2 v+ Q4 Z! I9 gredemptions on February 25, 2019 and on February 25 every five years; a" Z* j, r- C# I1 Q
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
; v& X6 `6 U" p% m/ e, ^( |the date fixed for redemption in the case of redemptions on any other date
; [ ?8 k* X$ c0 @8 S6 L3 zon or after February 25, 2014.
8 f: q$ ]7 Y) e4 l5 i2 k; l3 KConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic6 F' _; d5 ]! s1 c4 s6 C$ i
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
0 |1 q5 q5 i$ H6 G8 {4 nthe right, at their option, to convert, on February 25, 2019 and on/ T! k' {3 l! F& k( C/ e/ N
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
, ~' y& B6 v" F0 O# {or all of their Preferred Shares Series 19 into an equal number of Preferred- j" m9 r* m: ?7 a# b
Shares Series 18 upon giving to the Bank written notice thereof not earlier
% Z! ?9 i5 j% Ithan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the3 U8 q4 C) t% A, @3 a; E& X) O9 j
15th day preceding, a Series 19 Conversion Date.
3 l- g0 t% T' z) R; X U7 H9 CAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
' c) P w$ x+ }8 B$ Z; JProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares# n7 h5 U/ L4 v( I8 M0 I" {$ d* M; {
Series 18, as the case may be, that there would be outstanding on such
( k+ Q% x: B* g) H% hSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,( t( z/ m" o5 v3 B3 x# G8 t
such remaining number of Preferred Shares Series 19 will automatically be1 ^7 y$ r9 b& d1 v' e
converted on such Series 19 Conversion Date into an equal number of& |# e/ l1 h! b% v/ X9 k9 _- }# |
Preferred Shares Series 18. Additionally, if the Bank determines that, after
( v `' P7 _3 u5 m! V1 s0 Q" P* Jconversion, there would be outstanding on such Series 19 Conversion Date
# o f# G" L2 k1 D6 hless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares6 J: t0 j- E4 ~
Series 19 will be converted into Preferred Shares Series 18., M* R) a- N% N
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares' ]0 [" G8 Z) H, P7 `. W: f
Series 19 will not be entitled as such to receive notice of, attend, or vote at,7 k3 x! l0 r& t: k2 l
any meeting of the shareholders of the Bank unless and until the first time at5 n1 T1 f9 R v
which the Board of Directors has not declared the whole dividend on the
7 u6 |7 ^ m) E0 A& h; hPreferred Shares Series 19 in any quarter. In that event, subject as
, H( X4 `9 T: D& y5 }1 F* @/ `hereinafter provided, the holders of Preferred Shares Series 19 will be* m( P8 g7 g+ |
entitled to receive notice of, and to attend, meetings of shareholders at which
$ m" z: @% J/ v& [$ S6 ?. P9 o8 [directors of the Bank are to be elected and will be entitled to one vote for
) D8 R* c& W7 K9 p' }each Preferred Share Series 19 held. The voting rights of the holders of the6 O7 w+ {) Y" A z9 C: K
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
# a% d5 D$ x7 Z( r% K! hthe first dividend on the Preferred Shares Series 19 to which the holders are
/ Q( f3 Z7 e1 W" W; yentitled thereunder subsequent to the time such voting rights first arose until( D3 L5 x4 ~( }8 C; |7 ` F
such time as the Bank may again fail to declare the whole dividend on the
/ I$ l3 L7 l6 p( mPreferred Shares Series 19 in respect of any quarter, in which event such% o/ G b9 F) C) X" {- J: f! |
voting rights will become effective again and so on from time to time.) i- `' ]3 w4 q3 ]; |9 v
S-6: Z1 }, C* i. E: \. I7 }$ B
Priority: The preferred shares of each series of the Bank will rank on a parity with
! h+ z' V, Q! X7 vevery other series and are entitled to preference over the common shares of
% T( h# ~; k/ n5 Ithe Bank and over any other shares of the Bank ranking junior to the: _( e: T: y) ~ `& ?
preferred shares with respect to the payment of dividends and upon any
# M2 ]2 m' |' x d* idistribution of assets in the event of the liquidation, dissolution or% F& t/ @& j. q# c0 R& h9 k3 s
winding-up of the Bank.% e3 X7 E3 i6 h, v
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
, _! v/ s7 ^4 z/ W6 D/ ?Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
" o' O4 h+ h2 @Series 18 and Preferred Shares Series 19 will not be required to pay tax on
+ e4 t, }5 H. l( M5 b, adividends received on such shares under Part IV.1 of such Act. |
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