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发表于 2008-11-29 16:58
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下面是BMO的:
5 V& G& Y2 Y2 k# K/ q/ XSUMMARY OF THE OFFERING
0 ~) P. g, s1 Y; j" r7 i; h6 ~: zThis 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’’.$ r5 V4 T4 w4 Y$ d* x7 R% V8 L- \
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
4 r* W3 h+ h! n9 ?- f1 Z2 GAmount: $150,000,000 (6,000,000 shares).# E/ D2 x# ]3 s8 } i7 Q
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
" c& W* J e6 v; ~# w% oPrincipal Characteristics of the Preferred Shares Series 18. Z+ V- f3 d& x/ F
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed6 U& S2 u% i% T
non-cumulative preferential cash dividends, as and when declared by the) A; Q+ X0 B# T' [( i I, [
Board of Directors, subject to the provisions of the Bank Act, for the initial
1 O2 O# i& K7 x& _7 q- q! r6 |period commencing on the closing date and ending on and including
! g$ L U1 u+ [, V% WFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
' h6 b9 ]. I3 x) }* _25th day of February, May, August and November in each year, at a rate
6 T( I6 d r( k, p8 O6 K% |equal to $0.40625 per share. The initial dividend, if declared, will be payable2 X. e8 j5 l. d( d
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
. \0 n: ~1 v* A" d& o' E0 Qdate of December 11, 2008.
2 l$ j5 w. f6 P$ x9 t* E3 K' X9 \For each five-year period after the Initial Fixed Rate Period (each, a
/ p( q l- W/ q. w) E [‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
& ~4 p; @6 _0 q! ~8 H' E( TSeries 18 will be entitled to receive fixed non-cumulative preferential cash
, i' U- U3 z( v5 x1 y& V4 jdividends, as and when declared by the Board of Directors, subject to the+ I- g0 ^) X% Y& S5 [9 a
provisions of the Bank Act, payable quarterly on the 25th day of February,
& O1 U, G, q: F8 M3 [3 }8 q1 C) NMay, August and November in each year, in the amount per share per annum3 R$ C. P& V* C( b) o& B( D
determined by multiplying the Annual Fixed Dividend Rate applicable to/ A l7 _2 Y( D0 T- U' O
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
2 _/ J$ r& q# Y+ MRate for the ensuing Subsequent Fixed Rate Period will be determined by the1 S, n# U9 S; ?+ y
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day: h' t0 c+ t) R) w4 S4 O
of such Subsequent Fixed Rate Period and will be equal to the sum of the; |9 N! F% R5 B5 _8 \) r% b! r: S
Government of Canada Yield on the applicable Fixed Rate Calculation Date3 j9 \3 y1 j" q3 [1 Z
plus 3.83%.4 d6 R) Y: h9 A& @+ T, |
If the Board of Directors does not declare a dividend, or any part thereof, on
" t! i8 ]' p$ S5 }$ ^4 L$ O$ Pthe Preferred Shares Series 18 on or before the dividend payment date for a
2 h% W; {" f7 g' p1 I" O' H; \particular quarter, then the entitlement of the holders of the Preferred& K2 H5 t; T' i( V. O$ s
Shares Series 18 to receive such dividend, or to any part thereof, for such2 [: t% M& E r) v1 A2 ^
quarter will be forever extinguished.+ L5 ?' ^# d1 [0 h. b
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
6 f k; Y4 E# W2 T" @% I; _$ ^Superintendent and to the provisions described below under ‘‘Details of the" c4 C/ J; m1 C+ C* G& S; P0 }
Offering — Certain Provisions of the Preferred Shares Series 18 as a
, s# h9 `4 {' }. _' mSeries — Restrictions on Dividends and Retirement of Shares’’, on! `/ [. C5 s( o: t9 E- Q6 g
February 25, 2014 and on February 25 every five years thereafter, on not. o8 {6 h# n/ A1 L
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any# X- t. E, j: x
part of the then outstanding Preferred Shares Series 18, at the Bank’s option& N+ W7 p2 E5 [4 S& k8 A$ C% \
without the consent of the holder, by the payment of an amount in cash for
n5 ?) G+ n$ H6 j4 Weach such share so redeemed of $25.00 together with all declared and unpaid q T7 H1 i4 d, X8 p1 Q( L
dividends to the date fixed for redemption.* l, f# P9 q0 q
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic% ^" s7 N- D7 Z5 V) i
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
/ x1 B" L8 R" [: ^" m; u m# Gthe right, at their option, to convert, on February 25, 2014 and on3 f5 x u! j/ d m& o( r
S-4
5 S0 g* }/ C1 ]: l* v8 m5 c4 ?February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
8 n+ {$ G8 D2 e' sor all of their Preferred Shares Series 18 into an equal number of Preferred3 z2 @: V3 P( U$ e
Shares Series 19 upon giving to the Bank notice thereof not earlier than, l n! I3 r2 s% O# z
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
g5 k+ C4 m( H3 f- X! C& [preceding, a Series 18 Conversion Date.
+ R5 S8 F `! W4 H# n* @% rAutomatic Conversion If the Bank determines, after having taken into account all shares tendered4 O5 e. R3 C5 f: p
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares* x* ^ |; t' U% S" b9 t
Series 19, as the case may be, that there would be outstanding on such
( b9 S! i# Z* \, zSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,/ x' ^$ B- H' o
such remaining number of Preferred Shares Series 18 will automatically be- J7 o1 I2 O' X: B
converted on such Series 18 Conversion Date into an equal number of0 U# |8 ^: C, K
Preferred Shares Series 19. Additionally, if the Bank determines that, after
( N$ |6 U1 p; Sconversion, there would be outstanding on such Series 18 Conversion Date
) H4 m' V M Iless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares3 C/ q* ]" n. d2 E! u
Series 18 will be converted into Preferred Shares Series 19.' {$ U; W8 {" E4 ~7 U7 p; T5 X
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares+ M' \ ~# q* B) q
Series 18 will not be entitled as such to receive notice of, attend, or vote at,9 f( g2 W' X V8 X( d2 [
any meeting of the shareholders of the Bank unless and until the first time at5 D' J+ R H9 e8 c9 R3 C) t
which the Board of Directors has not declared the whole dividend on the
: w4 u3 {9 _/ e* Q. oPreferred Shares Series 18 in any quarter. In that event, subject as& I: M+ Z. i# B* ^; _: j
hereinafter provided, the holders of Preferred Shares Series 18 will be. _, c, W4 ?1 A5 T6 C
entitled to receive notice of, and to attend, meetings of shareholders at which: n" j) U' z& @8 b, G2 \8 V; C
directors of the Bank are to be elected and will be entitled to one vote for
0 B, U: W2 \: qeach Preferred Share Series 18 held. The voting rights of the holders of the
. y+ d4 Z+ H' o, l- e# m1 m8 oPreferred Shares Series 18 will forthwith cease upon payment by the Bank of: h1 y: ?, l: A. }2 S" _2 o& A
the first dividend on the Preferred Shares Series 18 to which the holders are
* Q! B9 T8 N( T( K/ l2 mentitled thereunder subsequent to the time such voting rights first arose until
5 O! v2 s! a3 n* Csuch time as the Bank may again fail to declare the whole dividend on the* Q' n5 `9 \, z
Preferred Shares Series 18 in respect of any quarter, in which event such3 a6 p" S& i. a: e! Z/ O" x
voting rights will become effective again and so on from time to time.4 k+ }- h9 E% b( \& @# M) r! R5 n
Principal Characteristics of the Preferred Shares Series 195 v3 w2 w. {4 ^$ x. C
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive x2 A3 G1 u# y2 v! `/ _* ]4 h9 w
floating rate non-cumulative preferential cash dividends, as and when
( I! s6 L- p0 n( q/ n3 W/ {5 `; S$ R# kdeclared by the Board of Directors, subject to the provisions of the Bank Act,# e* A& Z8 Y$ A1 n
payable quarterly on the 25th day of February, May, August and November
! O- o- D+ L* O5 \& B; Zin each year, in the amount per share determined by multiplying the/ \6 j4 [2 B7 c$ t! T$ h* T
applicable Quarterly Floating Dividend Rate by $25.00.
6 i$ V' w2 _0 q* qOn the 30th day prior to the commencement of the initial quarterly dividend1 w. a Z8 L a4 r% D0 e6 ?
period beginning on February 25, 2014, and on the 30th day prior to the first2 B) @& i2 o3 c, ?# b9 x& B
day of each subsequent quarterly dividend period (the initial quarterly
4 ^& v5 V+ n! A2 q! i5 ?; _dividend period and each subsequent quarterly dividend period is referred to, O+ R# w7 U6 ^" _/ A
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the) h0 u. @3 f' h* O$ E6 A+ D* \+ u- E
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate8 C" D* i% Z! v% B* o i
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the7 h% y* G c0 W! ]5 a# v
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
* K7 p- d' G- ^& delapsed in the applicable Quarterly Floating Rate Period divided by 365)) n! h7 ~* r5 E
determined on the 30th day prior to the first day of the applicable Quarterly9 ]$ I2 K/ W& B* w' @- N
Floating Rate Period.8 c5 e) K& I, ^/ f
S-5
* b" D' u4 }0 _0 u+ U C. y1 t$ fIf the Board of Directors does not declare a dividend, or any part thereof, on
; u% W$ F( S, l$ y$ N1 dthe Preferred Shares Series 19 on or before the dividend payment date for a1 a" P0 y) G; H. o: v4 T9 I
particular quarter, then the entitlement of the holders of the Preferred
1 @' Z% P) G' A% r( n+ ]Shares Series 19 to receive such dividend, or to any part thereof, for such: B \+ J1 w: @# }# K3 L
quarter will be forever extinguished.
! v u9 s$ H6 W3 o3 q r; YRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
: K! w* t2 `. m! N; k" {4 \Superintendent and to the provisions described below under the heading
. R* d1 r* j$ @3 V‘‘Details of the Offering — Certain Provisions of the Preferred Shares
; b: J( @4 G8 E- S4 nSeries 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,* I6 Q4 w: F- |
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
* |7 ^7 }$ u. G0 z& f% W+ I/ Bor any part of the then outstanding Preferred Shares Series 19, at the Bank’s( T/ O/ q$ b, o3 b
option without the consent of the holder, by the payment of an amount in5 s$ d1 }* c, c! u( g& D
cash for each such share so redeemed of (i) $25.00 together with all declared* l4 {+ U G3 s" V' v
and unpaid dividends to the date fixed for redemption in the case of
' E2 D ?3 y' A( k% s0 A6 o' [( iredemptions on February 25, 2019 and on February 25 every five years
9 }, [+ {4 p) c) ? ?2 xthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
5 q" q6 h( o. g8 z G) i. Sthe date fixed for redemption in the case of redemptions on any other date
7 [7 j I' P; \+ son or after February 25, 2014.' b$ |3 B, u/ B
Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
1 G+ b+ w+ _) t- H$ t! i" ~0 QShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have$ b' Q% [- \/ B& v
the right, at their option, to convert, on February 25, 2019 and on
& Q# i1 Y' M" h: u+ BFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
3 E* e/ W9 ]% e# a" F- A# b( [; W& Oor all of their Preferred Shares Series 19 into an equal number of Preferred* p- o: c! P( C5 e2 s( I8 L' l' Q% F
Shares Series 18 upon giving to the Bank written notice thereof not earlier
" ~8 I! m. n5 x) f3 Jthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
4 E2 b+ z- }; b, f- d9 |15th day preceding, a Series 19 Conversion Date.! T) j1 v2 D3 d8 F8 x) G' \
Automatic Conversion If the Bank determines, after having taken into account all shares tendered u% g3 @2 t- v& k" o' D5 M+ q
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares( l, ^; c9 C: w7 X
Series 18, as the case may be, that there would be outstanding on such
9 G" ^+ e U- ?8 c- l, MSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,9 o3 ~/ a% c; B5 S3 P
such remaining number of Preferred Shares Series 19 will automatically be& p% N) a( C" K ~0 O0 W
converted on such Series 19 Conversion Date into an equal number of1 `2 t e0 }. c4 i- A. w
Preferred Shares Series 18. Additionally, if the Bank determines that, after# b- h: _" p& x7 B2 v3 Q
conversion, there would be outstanding on such Series 19 Conversion Date
8 b# G4 B; G1 ]3 q, bless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares3 ]( @$ n, {: A; R+ b1 k3 ^
Series 19 will be converted into Preferred Shares Series 18.0 P( \# k( w3 T. e* g
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares- Q8 O# M* q) K( N+ p: h1 J
Series 19 will not be entitled as such to receive notice of, attend, or vote at,
* |& h6 y* C8 b/ D5 Y- _any meeting of the shareholders of the Bank unless and until the first time at, N* M1 @ v* f M
which the Board of Directors has not declared the whole dividend on the
, V0 w0 M( B! s9 iPreferred Shares Series 19 in any quarter. In that event, subject as( W( ^( R9 e; f0 h: U
hereinafter provided, the holders of Preferred Shares Series 19 will be: W+ X2 t% \' c/ J
entitled to receive notice of, and to attend, meetings of shareholders at which
* { o: l) L! b( i3 [directors of the Bank are to be elected and will be entitled to one vote for
; E5 ?: W3 {% Z& @2 ~! ? keach Preferred Share Series 19 held. The voting rights of the holders of the" P( o% r/ F8 h9 t( q. [
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of* Z: ^& _0 j) k5 B
the first dividend on the Preferred Shares Series 19 to which the holders are
1 `0 E! d5 Y$ p8 T8 ientitled thereunder subsequent to the time such voting rights first arose until
. ?1 P+ D3 W1 w' W7 }' O, nsuch time as the Bank may again fail to declare the whole dividend on the
3 O* i. g; R+ u2 M4 }# |5 r2 aPreferred Shares Series 19 in respect of any quarter, in which event such
0 S$ Q, |0 o9 l. ^voting rights will become effective again and so on from time to time.- t( D7 V% w; a3 D6 @3 S
S-6
! i% S/ a2 c# r6 Y8 O. qPriority: The preferred shares of each series of the Bank will rank on a parity with
, F' z( l) a7 S" W6 t3 r7 M) hevery other series and are entitled to preference over the common shares of+ Z; L4 o+ s( t7 t7 ]8 c
the Bank and over any other shares of the Bank ranking junior to the8 C0 E+ ]' \& E0 ~# L, W
preferred shares with respect to the payment of dividends and upon any1 I; B0 ^, y* m) X$ `
distribution of assets in the event of the liquidation, dissolution or
! {: A, H6 v+ R3 E' Rwinding-up of the Bank.* u2 z/ \" P. W2 A: w
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
% X1 n7 ]/ O% k/ T6 d G8 y2 w2 ADividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
7 z4 B) m6 L" A" y9 K/ hSeries 18 and Preferred Shares Series 19 will not be required to pay tax on4 }, _0 A% I p6 V+ D
dividends received on such shares under Part IV.1 of such Act. |
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