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发表于 2008-11-29 16:58
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下面是BMO的:
6 ^9 {# J/ T( i5 {" |SUMMARY OF THE OFFERING
: Q- S& g5 h( D# |, YThis 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’’.
; @ l- G( F" x! x) l* U) W/ ?# eIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.) l3 ^7 q6 H" ~! K& _4 ]9 l! G) U
Amount: $150,000,000 (6,000,000 shares).2 @/ e5 v1 F' ^$ P' V
Price and Yield: $25.00 per share to yield initially 6.50% per annum.7 d9 E" S# _6 f$ k" V' ^% B/ k
Principal Characteristics of the Preferred Shares Series 18( A2 D* t/ L9 O+ J% z* A
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed* P4 f3 F* \2 C, r/ Z5 U
non-cumulative preferential cash dividends, as and when declared by the' F2 S L, r( H! P
Board of Directors, subject to the provisions of the Bank Act, for the initial0 ~0 h5 S, F$ o# y
period commencing on the closing date and ending on and including
4 g! D2 x1 `* g" e( x& JFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
* ^6 b% B3 O' c' k- C25th day of February, May, August and November in each year, at a rate
5 x1 D: W0 t; j; g8 U8 T: U+ hequal to $0.40625 per share. The initial dividend, if declared, will be payable
& P2 u9 D2 ~& ]May 25, 2009 and will be $0.73459 per share, based on the anticipated closing+ w$ C8 w) a2 ^( a
date of December 11, 2008.! ]3 K3 I, D. c8 w( J* i0 x6 N
For each five-year period after the Initial Fixed Rate Period (each, a
, |. t: q3 Y5 h; i) r# @- d7 z‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares+ \; l4 c: H3 b$ P; F
Series 18 will be entitled to receive fixed non-cumulative preferential cash: V4 @$ O, `' @1 b4 K7 r$ E
dividends, as and when declared by the Board of Directors, subject to the
. O y1 H1 L9 E3 U3 W7 H0 Gprovisions of the Bank Act, payable quarterly on the 25th day of February,
9 C# g# S/ w5 s3 ?+ U$ j% }May, August and November in each year, in the amount per share per annum8 Z& @' C. Z* j% l' v
determined by multiplying the Annual Fixed Dividend Rate applicable to) W) t+ i+ `) o- _3 F
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
~) w+ u" Z" r+ oRate for the ensuing Subsequent Fixed Rate Period will be determined by the
0 Y& I" Y( y$ a( D7 S: v7 ?- PBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
5 o5 h, q- Z4 E% j0 rof such Subsequent Fixed Rate Period and will be equal to the sum of the
1 m* z1 s( o$ |0 R' \8 G/ s& @Government of Canada Yield on the applicable Fixed Rate Calculation Date$ g9 `) ?3 A" V7 X0 C* H: l7 q
plus 3.83%.
- D# f* V C% C. }If the Board of Directors does not declare a dividend, or any part thereof, on
# g% Z5 c& z) D& Y" \the Preferred Shares Series 18 on or before the dividend payment date for a
! g$ W& g' V- c- R2 j& vparticular quarter, then the entitlement of the holders of the Preferred5 \) t; Z4 }% t" J
Shares Series 18 to receive such dividend, or to any part thereof, for such7 T! l0 q) s) X" Z" U0 `/ q
quarter will be forever extinguished.! |* P- [" I% q B2 X% F- N
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
; s, O1 G& F4 k/ s5 GSuperintendent and to the provisions described below under ‘‘Details of the
+ O/ t* _2 M7 A* bOffering — Certain Provisions of the Preferred Shares Series 18 as a8 z( a- Z0 r. f) }: y, v% W$ @
Series — Restrictions on Dividends and Retirement of Shares’’, on* ~6 ?& ]" m& r) @( z. p
February 25, 2014 and on February 25 every five years thereafter, on not
6 K: d6 o s3 S6 ]# K( d5 Ymore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
) {5 d& \& ?0 T5 d1 Xpart of the then outstanding Preferred Shares Series 18, at the Bank’s option, o& s) R9 c; B' d
without the consent of the holder, by the payment of an amount in cash for
" [, C b% t" P! E( geach such share so redeemed of $25.00 together with all declared and unpaid
* ] K% |1 `1 @0 ?. u# ~dividends to the date fixed for redemption. D$ |% `7 Q: |8 v5 @1 |
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic5 {4 x/ c3 R8 o7 n4 s$ Q! J7 C
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
4 Q. v/ g$ {: l$ `% |9 Z$ m9 Fthe right, at their option, to convert, on February 25, 2014 and on- ]: {3 s5 s2 H# Y
S-48 o) l0 t& f, ?# L* J8 N
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any; ~1 h3 _) g4 f5 }9 ]4 Z
or all of their Preferred Shares Series 18 into an equal number of Preferred2 F) X2 I8 {6 b$ @
Shares Series 19 upon giving to the Bank notice thereof not earlier than
$ a; l" S8 d8 y30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day, V% r! Y% C% m$ `# V
preceding, a Series 18 Conversion Date.
7 B0 I5 _6 q! t$ q4 N/ l- iAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
* x7 l- k ^- U; Q# \; jProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares) y: r% g) U- U/ E
Series 19, as the case may be, that there would be outstanding on such+ f% Q9 K( I, E6 c7 }7 a
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,5 r, `1 r2 d/ y& U0 E6 g
such remaining number of Preferred Shares Series 18 will automatically be
. H8 }! b$ f8 N$ ~converted on such Series 18 Conversion Date into an equal number of
9 H1 \5 M0 T, d0 i/ p2 VPreferred Shares Series 19. Additionally, if the Bank determines that, after" @, e# \' l1 C$ ^' i
conversion, there would be outstanding on such Series 18 Conversion Date" |0 m3 @( H. E+ E* u
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares9 j: x# @5 \$ J" A
Series 18 will be converted into Preferred Shares Series 19.2 F+ }% g; [$ ^3 K% `
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
$ L" ^7 |2 w/ ~! g, s( eSeries 18 will not be entitled as such to receive notice of, attend, or vote at,+ j9 X. K9 f# t I0 \; S1 W- G
any meeting of the shareholders of the Bank unless and until the first time at
7 b. [$ |0 l7 T! R+ j( R/ D6 Awhich the Board of Directors has not declared the whole dividend on the4 c* x- V$ P4 a# l! w( m
Preferred Shares Series 18 in any quarter. In that event, subject as
2 o3 y8 R2 |( qhereinafter provided, the holders of Preferred Shares Series 18 will be' o+ R4 d7 l' v7 U& {
entitled to receive notice of, and to attend, meetings of shareholders at which
. z' L. t4 l! W: b+ Idirectors of the Bank are to be elected and will be entitled to one vote for
! `/ R& {$ L) {1 ]# T: p: Seach Preferred Share Series 18 held. The voting rights of the holders of the4 y. G8 |& q! `1 d. N
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of" y8 Y7 t. R) s* T+ f6 |& Y
the first dividend on the Preferred Shares Series 18 to which the holders are
5 W% R- q/ D: W# d- B% G: p! Sentitled thereunder subsequent to the time such voting rights first arose until
2 W3 B& m9 y. i) v1 q Esuch time as the Bank may again fail to declare the whole dividend on the
# V+ _9 w" j4 o% z) bPreferred Shares Series 18 in respect of any quarter, in which event such
, M" u4 @0 G* ~2 B9 ^# z& Kvoting rights will become effective again and so on from time to time.
. [4 j, V& K" I9 R4 [8 n: `; pPrincipal Characteristics of the Preferred Shares Series 19
* J# S/ @ |7 }- o3 V- t$ F( FDividends: The holders of the Preferred Shares Series 19 will be entitled to receive
! E, \1 l. e: jfloating rate non-cumulative preferential cash dividends, as and when
$ E+ r0 O' ^' b7 \declared by the Board of Directors, subject to the provisions of the Bank Act,9 w2 }, O8 g2 L# a
payable quarterly on the 25th day of February, May, August and November
' g! G4 M K' Oin each year, in the amount per share determined by multiplying the H, P: K$ y {# k- q, l8 Z
applicable Quarterly Floating Dividend Rate by $25.00.5 v' d* o5 n/ |* @* I
On the 30th day prior to the commencement of the initial quarterly dividend
2 ? `8 }) u1 q2 b2 Qperiod beginning on February 25, 2014, and on the 30th day prior to the first0 I+ e5 i( J- x7 l3 y5 r3 S2 t
day of each subsequent quarterly dividend period (the initial quarterly/ b& C) V4 ~" G$ ]
dividend period and each subsequent quarterly dividend period is referred to
9 _3 `; [; d; ~% E/ Xas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
; B: u6 L5 Y; w0 s2 n) QQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate& w$ C& a% J# a. k. d8 T1 C' I
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the- s" E! l7 v* _* G6 {
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
$ C: f' F9 h6 [elapsed in the applicable Quarterly Floating Rate Period divided by 365)
* w3 R6 n8 u) p7 v+ qdetermined on the 30th day prior to the first day of the applicable Quarterly% N; U/ t1 k6 Y& v% v
Floating Rate Period.. S% k& Q! w: }4 C. O4 s
S-5
4 M$ ]9 d/ B4 n) Z+ M/ d' R) }, cIf the Board of Directors does not declare a dividend, or any part thereof, on; ^/ W* |: R$ d' Q2 [
the Preferred Shares Series 19 on or before the dividend payment date for a) c) X5 W. A+ x7 m
particular quarter, then the entitlement of the holders of the Preferred) {( W/ O X. ]. V' z/ u" H' X+ }
Shares Series 19 to receive such dividend, or to any part thereof, for such& q" f/ I% T+ k: z/ \6 Y
quarter will be forever extinguished.+ m( X% \+ R8 r4 a+ M8 _. n
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
" S# E6 p C- o( f4 V- Y% lSuperintendent and to the provisions described below under the heading
# Z9 L6 b3 O' ]( N- X‘‘Details of the Offering — Certain Provisions of the Preferred Shares' @/ Z& b3 ]6 c# n% J
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
" H! Q$ ]- d( lon not more than 60 nor less than 30 days’ notice, the Bank may redeem all- C: j" }$ H% w) g
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s. o7 `+ S4 s& a6 h2 n
option without the consent of the holder, by the payment of an amount in
# t9 m. x! Q+ s$ g3 z+ ]cash for each such share so redeemed of (i) $25.00 together with all declared# t* n+ t0 H! _$ L( m3 `$ N! o
and unpaid dividends to the date fixed for redemption in the case of
* X! h. D6 l8 q5 M# Aredemptions on February 25, 2019 and on February 25 every five years
2 |3 d9 O( w( v$ j5 C: q/ f. d9 N2 hthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
- ?; c' h) f2 W4 s# h! @the date fixed for redemption in the case of redemptions on any other date
]& c! G# G. V& R2 ^1 K) Zon or after February 25, 2014.
/ O) j) n" o E' h' WConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic' x! q, k& |9 h" m l, M
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have% x/ @3 H6 w8 P) |3 x+ o" T, t, p
the right, at their option, to convert, on February 25, 2019 and on
" O, r; y5 _* H3 ^February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
5 T+ s5 N) `; S' p3 A+ V* a! Cor all of their Preferred Shares Series 19 into an equal number of Preferred
7 j' y7 t* M1 \0 S. cShares Series 18 upon giving to the Bank written notice thereof not earlier
1 L4 @* L& M% gthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
- Q: i, U" P. F2 T1 N" I15th day preceding, a Series 19 Conversion Date.
& a: @1 ~) Z8 s' [Automatic Conversion If the Bank determines, after having taken into account all shares tendered, [' L% C( s, |! E9 z0 \
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares! w. p1 E! R5 N# y. p+ j
Series 18, as the case may be, that there would be outstanding on such4 k+ X3 s3 h1 d' d! W3 w6 c4 ?/ w
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
0 Z1 l p6 c7 Dsuch remaining number of Preferred Shares Series 19 will automatically be0 c4 Y6 B* }+ f0 {2 t5 v2 Y4 v
converted on such Series 19 Conversion Date into an equal number of# S' E, E$ {" x
Preferred Shares Series 18. Additionally, if the Bank determines that, after
0 A3 q* s, G% b. M( Xconversion, there would be outstanding on such Series 19 Conversion Date4 y& @, q0 x0 T" ~1 n4 [
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares' \3 L; z/ P4 R
Series 19 will be converted into Preferred Shares Series 18.
3 d8 Q) p4 J3 h2 E# r) aVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
* r' A" V( s( G- a8 ^) N' k0 F' xSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
7 J1 @9 w& A6 W$ D& `! V6 ]/ ]any meeting of the shareholders of the Bank unless and until the first time at
2 t* f) z5 X+ B# Pwhich the Board of Directors has not declared the whole dividend on the
' n: \+ Z# h, B1 }" _" Y' N+ s& QPreferred Shares Series 19 in any quarter. In that event, subject as5 n O9 \+ N: y1 s2 L l+ u
hereinafter provided, the holders of Preferred Shares Series 19 will be
# g5 n5 q/ n+ d( ~entitled to receive notice of, and to attend, meetings of shareholders at which
0 b6 M5 ^* t6 k3 h7 [directors of the Bank are to be elected and will be entitled to one vote for$ J8 K0 k7 e2 ~$ w5 b+ O" k! j
each Preferred Share Series 19 held. The voting rights of the holders of the# Z/ a. \( r# j7 i
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
2 z, W/ s8 ^* c* O; p( b( D6 Fthe first dividend on the Preferred Shares Series 19 to which the holders are
& G* T) z, ?; s) g% a2 Pentitled thereunder subsequent to the time such voting rights first arose until0 s- {9 r' N. l! O
such time as the Bank may again fail to declare the whole dividend on the% h" p! w9 f' D1 A* h+ K5 T
Preferred Shares Series 19 in respect of any quarter, in which event such
9 J) g+ m- q$ \6 U8 [8 P6 gvoting rights will become effective again and so on from time to time.
5 P$ h8 Z3 Y4 l1 V. cS-61 _+ ^0 Z0 K* L* p6 W! w5 d% f
Priority: The preferred shares of each series of the Bank will rank on a parity with) ]- B* H, U5 Q
every other series and are entitled to preference over the common shares of$ }% }, `) d2 I ^6 w" G
the Bank and over any other shares of the Bank ranking junior to the
8 f5 P" J p9 {) \1 I1 `preferred shares with respect to the payment of dividends and upon any8 j/ Q( r9 Q( n( f V
distribution of assets in the event of the liquidation, dissolution or
9 ^" r% G, ^/ F1 c2 d0 y4 K1 Kwinding-up of the Bank.6 v0 M" X0 t# s
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under( h; L; P$ D" F) Z
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares+ a& P( D4 `* o$ L" K/ m
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
* e# {: B) T+ p2 L( `* Idividends received on such shares under Part IV.1 of such Act. |
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