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发表于 2008-11-29 16:58
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下面是BMO的:
' [' A5 t- `( d/ M ]# g/ ~SUMMARY OF THE OFFERING) V% f8 m7 t5 [# x# x
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’’./ B) D) V, a0 {; k% I
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
2 _9 d! Y; G6 NAmount: $150,000,000 (6,000,000 shares).* D7 t- R0 f4 O. d- R7 _9 u
Price and Yield: $25.00 per share to yield initially 6.50% per annum., \8 A% D) n* v5 k% C. _. I- R
Principal Characteristics of the Preferred Shares Series 18
' g1 o2 ~. U! }8 CDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
, a6 y' A% y2 H, Rnon-cumulative preferential cash dividends, as and when declared by the" l! n$ _& C# C- J9 S2 S
Board of Directors, subject to the provisions of the Bank Act, for the initial
+ s0 R: N& f1 q! B/ \9 Jperiod commencing on the closing date and ending on and including
' e; a. l. s' d* ^; z6 BFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the/ g4 I9 o- k; h- J0 r" F
25th day of February, May, August and November in each year, at a rate9 ^0 D/ C, u6 v/ x4 N7 `2 a4 u* k
equal to $0.40625 per share. The initial dividend, if declared, will be payable
- K. F: N0 l" V7 F. e2 hMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
5 ?0 o+ g0 b7 K/ o- C# Xdate of December 11, 2008.
! f: f1 m. d$ \" [1 tFor each five-year period after the Initial Fixed Rate Period (each, a8 y9 c! R3 }& \6 R, i
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares; K4 a; f% J( [3 L0 r
Series 18 will be entitled to receive fixed non-cumulative preferential cash; a" A2 R# Y* | p! @& J: W
dividends, as and when declared by the Board of Directors, subject to the9 D! [" b& q2 d- K( V1 `
provisions of the Bank Act, payable quarterly on the 25th day of February,% U) o5 p: \) [) C
May, August and November in each year, in the amount per share per annum- u/ e+ P# K6 S$ s
determined by multiplying the Annual Fixed Dividend Rate applicable to# x: d1 h( A j+ f% a
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend8 z @' _2 ?+ U1 l% g, I, b$ E
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the, t& t: C6 ~5 n1 U2 I- _1 S
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
- }( ~% i2 F" @+ @% _* \of such Subsequent Fixed Rate Period and will be equal to the sum of the
$ a$ R: s) H5 N6 q9 n% KGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
# {3 y% k1 {7 a" x7 f& _2 `plus 3.83%.5 U) C# c) }$ X+ s1 w/ D
If the Board of Directors does not declare a dividend, or any part thereof, on
* E& p8 x9 p- r& ythe Preferred Shares Series 18 on or before the dividend payment date for a2 a2 y) J0 g* Y& d% j; Y% B
particular quarter, then the entitlement of the holders of the Preferred. N+ C3 r, w+ A' l, e
Shares Series 18 to receive such dividend, or to any part thereof, for such
3 a3 J$ N1 C# A- x4 m4 D& `" Q% t6 cquarter will be forever extinguished.
/ b! _9 z$ B' e* J9 ~Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
/ E8 o/ F ?+ U( [/ LSuperintendent and to the provisions described below under ‘‘Details of the: X3 G. z+ o' D, W. d4 a! B
Offering — Certain Provisions of the Preferred Shares Series 18 as a: X. y! i5 S! d
Series — Restrictions on Dividends and Retirement of Shares’’, on [7 }7 W' E9 n( D- @- Q8 t/ Y
February 25, 2014 and on February 25 every five years thereafter, on not
6 ~) W5 l7 H: Q9 l! ~3 r Xmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
! k0 I1 M$ {/ X6 x: |part of the then outstanding Preferred Shares Series 18, at the Bank’s option
$ {$ d' }9 N( A0 u6 r8 cwithout the consent of the holder, by the payment of an amount in cash for9 a. X3 P% E) ?8 S, Y
each such share so redeemed of $25.00 together with all declared and unpaid/ x6 T, {2 j' d+ [ @" S, F
dividends to the date fixed for redemption.; Y6 a: {6 ^8 o! ~
Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
- w) t2 X: Q( H3 x9 lShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have1 L5 j' l8 n$ T( z" I% N% O
the right, at their option, to convert, on February 25, 2014 and on
/ S/ W& }* K9 s+ E8 G" F# x6 aS-4
* D5 ^! |$ g6 xFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
* x8 M( m, y( m. for all of their Preferred Shares Series 18 into an equal number of Preferred: z$ U; F C ~/ j& y
Shares Series 19 upon giving to the Bank notice thereof not earlier than) r7 k, C$ B* ~% V: `
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
. z5 P. v" E8 i. P; t& v1 }4 Npreceding, a Series 18 Conversion Date.
( Q* i B: F- w+ O/ g+ U1 QAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
% r2 ?, \ [: a9 \; b3 H8 N% kProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
! } Y* p; m+ l9 p! g1 CSeries 19, as the case may be, that there would be outstanding on such9 E9 \. r9 y- @' ]
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,/ |3 V& l' ~3 E% x
such remaining number of Preferred Shares Series 18 will automatically be
" v8 n+ V/ h* S$ N4 I1 |. ]; F" Nconverted on such Series 18 Conversion Date into an equal number of
" O& h8 I' f2 |Preferred Shares Series 19. Additionally, if the Bank determines that, after
& P0 m9 Z! j1 z! w f3 q L- lconversion, there would be outstanding on such Series 18 Conversion Date
7 z3 A/ n: M# h9 S- g1 V6 a5 T$ lless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares7 N: D8 b2 @; L" e& d: V
Series 18 will be converted into Preferred Shares Series 19.
3 Z* d, W. A& i. WVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares. X, G# ]- T& C3 U# t
Series 18 will not be entitled as such to receive notice of, attend, or vote at,5 V) h9 H1 N4 s# C6 `* E
any meeting of the shareholders of the Bank unless and until the first time at" E9 e! ~- t/ I* v: Z
which the Board of Directors has not declared the whole dividend on the. \/ A. o# z3 _: h
Preferred Shares Series 18 in any quarter. In that event, subject as: t4 q' x% ]: A# S- z+ _1 y# Y' i
hereinafter provided, the holders of Preferred Shares Series 18 will be/ c/ Z! J5 f; [3 S/ B
entitled to receive notice of, and to attend, meetings of shareholders at which
7 x( p, T" \4 S9 t, Fdirectors of the Bank are to be elected and will be entitled to one vote for
! T% v% a: W7 ]" w) X- J4 p( weach Preferred Share Series 18 held. The voting rights of the holders of the# T& V- Q) {! F
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of, P$ D) K1 P7 q- X' b- m
the first dividend on the Preferred Shares Series 18 to which the holders are+ A* J X3 t) n; r1 e1 o- u8 P( }+ r* w
entitled thereunder subsequent to the time such voting rights first arose until; S5 w2 T. W6 l! q( e9 X
such time as the Bank may again fail to declare the whole dividend on the1 A2 V/ [$ V+ ~- \$ A% X0 p3 |' S
Preferred Shares Series 18 in respect of any quarter, in which event such. w6 ?8 W S' F. Y1 c3 q- B- ~: b0 j
voting rights will become effective again and so on from time to time.; `$ A* z! `- `# X7 H0 J
Principal Characteristics of the Preferred Shares Series 19& d+ C/ W9 W" j2 @+ V0 ~# I8 j
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive: L$ }& [6 b+ x% w* n p1 \! ]
floating rate non-cumulative preferential cash dividends, as and when
6 G: i7 i. V9 L H, M! g5 r Vdeclared by the Board of Directors, subject to the provisions of the Bank Act,
( L$ ~6 w6 N0 O! N0 Ipayable quarterly on the 25th day of February, May, August and November
( v3 B/ G! T$ o$ q/ k' Rin each year, in the amount per share determined by multiplying the; c% X1 @; N0 H4 a( @& u1 {
applicable Quarterly Floating Dividend Rate by $25.00.
' @5 X a/ _/ q; B9 k* eOn the 30th day prior to the commencement of the initial quarterly dividend
/ ?$ W p+ c( h tperiod beginning on February 25, 2014, and on the 30th day prior to the first( K: N, k* e) W7 m( _# K
day of each subsequent quarterly dividend period (the initial quarterly7 q4 j8 p: J$ b. [ |
dividend period and each subsequent quarterly dividend period is referred to
9 M7 ?# @6 s$ has a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
9 `( d% T6 U% r& f2 \$ FQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate9 H! W8 ^- c! D7 ~9 P
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the% {; B2 o. y9 m, Y, I7 V( ]$ q1 F
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
) P. n U+ C) A& F4 Z8 s) velapsed in the applicable Quarterly Floating Rate Period divided by 365)
' ]4 s7 Z" G6 ~# C, T) s. ndetermined on the 30th day prior to the first day of the applicable Quarterly3 H' j, ^; ~# a" x
Floating Rate Period.5 }2 A, h9 v& a3 ^" l6 y
S-5) Q2 H* C9 U/ V/ i1 i
If the Board of Directors does not declare a dividend, or any part thereof, on
) l+ r$ p# U! Y6 Nthe Preferred Shares Series 19 on or before the dividend payment date for a$ U2 @! Q, h* R3 a; ^
particular quarter, then the entitlement of the holders of the Preferred' q5 F J, ?9 ?; n4 K
Shares Series 19 to receive such dividend, or to any part thereof, for such6 T3 g- v$ ^2 u$ h
quarter will be forever extinguished.
$ V, c- E: k/ |Redemption: Subject to the provisions of the Bank Act and to the prior consent of the% N' ^; ]; |% L3 B" j8 t
Superintendent and to the provisions described below under the heading
8 o/ a. U! d. g+ @‘‘Details of the Offering — Certain Provisions of the Preferred Shares4 p1 t5 d7 S7 K
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,3 \! {5 v9 a! N
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all- S, j, r% D- S7 }( N
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
4 t% e! b9 `8 o5 ?# @( koption without the consent of the holder, by the payment of an amount in
5 B Q% F* b" b0 @$ o5 Scash for each such share so redeemed of (i) $25.00 together with all declared; I) p% o: v1 j; r* k' ?8 \2 c
and unpaid dividends to the date fixed for redemption in the case of
4 X2 n5 c( C0 p& l2 _9 v; r& z# c$ Credemptions on February 25, 2019 and on February 25 every five years. r+ r- }5 ]8 j) F% o# S- y7 W
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to+ J- Q& s) d- V+ T5 N/ _' F- d( E
the date fixed for redemption in the case of redemptions on any other date$ W4 X( t( z) D. g* U; c0 V
on or after February 25, 2014.
: Y) s( l; C9 U- N w% T/ k+ D& c6 k8 ~Conversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
. r7 B! H& {! U5 O! V& jShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
! K& g7 |- r6 }$ V3 a: \+ o. n7 ythe right, at their option, to convert, on February 25, 2019 and on
4 t, k' C; F% e; y5 \/ aFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
' V6 b: m- u' B/ K0 a- a7 Dor all of their Preferred Shares Series 19 into an equal number of Preferred
0 J5 U* I" Y% }, T! r& b, hShares Series 18 upon giving to the Bank written notice thereof not earlier
5 C5 ]( r; t7 c" r7 M6 Ethan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the8 F0 i. j: Q7 E* V; I
15th day preceding, a Series 19 Conversion Date.
; M& g; z% I/ A1 f5 PAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
- |' Y9 p/ a/ f+ C, x9 EProvisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
" @& a5 @0 [0 ?Series 18, as the case may be, that there would be outstanding on such* a4 x: n h3 j# _7 `# e" C
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,( n; s9 @. x: q. f. E6 ?& ?
such remaining number of Preferred Shares Series 19 will automatically be# q% Y5 k" b; S5 D! v9 Y% U
converted on such Series 19 Conversion Date into an equal number of1 [" H3 D3 o, z% }2 j0 C
Preferred Shares Series 18. Additionally, if the Bank determines that, after
. \9 t% c- Z8 E7 n5 ?. F' `4 p. `conversion, there would be outstanding on such Series 19 Conversion Date a3 }/ P/ [% ?* u
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares9 e: N; B: n8 Z! r7 Q' Z
Series 19 will be converted into Preferred Shares Series 18.1 Q: F" }' M {
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
- W3 U6 ~1 X9 j k7 T. a0 ^Series 19 will not be entitled as such to receive notice of, attend, or vote at,5 L) [; D# F) l$ Q* c" V; d- P; a
any meeting of the shareholders of the Bank unless and until the first time at
( P3 W; l" v! \+ ^, E- F6 owhich the Board of Directors has not declared the whole dividend on the
2 m+ G" ]: j; n# o. J2 qPreferred Shares Series 19 in any quarter. In that event, subject as) L; f9 h% x3 q
hereinafter provided, the holders of Preferred Shares Series 19 will be
/ B' R1 Z1 }7 G' r! oentitled to receive notice of, and to attend, meetings of shareholders at which$ m. [+ P0 H( E. c4 w9 r
directors of the Bank are to be elected and will be entitled to one vote for
& q# I8 p) P& r9 u/ p5 U+ Weach Preferred Share Series 19 held. The voting rights of the holders of the
$ U2 p1 Z$ a" M+ q0 z, WPreferred Shares Series 19 will forthwith cease upon payment by the Bank of8 e) p* P% j6 p& X1 ?8 D
the first dividend on the Preferred Shares Series 19 to which the holders are
8 J0 c# x* |. t6 l' r# K9 kentitled thereunder subsequent to the time such voting rights first arose until( `! ?' o( o% \. S9 m( y
such time as the Bank may again fail to declare the whole dividend on the- \2 i, v, f( e, ]' V
Preferred Shares Series 19 in respect of any quarter, in which event such
; {3 ]& R9 P w) Y9 }voting rights will become effective again and so on from time to time.
{/ P- y. A4 v' s5 IS-6
/ Q$ |8 S. o( Q) UPriority: The preferred shares of each series of the Bank will rank on a parity with
* P% d9 W, ?+ x6 N. Nevery other series and are entitled to preference over the common shares of
]0 ?+ j$ M1 fthe Bank and over any other shares of the Bank ranking junior to the
9 Z+ j' E5 \) {: C9 q/ T& l( Qpreferred shares with respect to the payment of dividends and upon any
$ C8 E3 z- F; V. x8 |distribution of assets in the event of the liquidation, dissolution or1 v/ r# T, Z( s- j; j4 ^3 j
winding-up of the Bank.# E. j& A& j; o" m! A5 i/ p' A
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under
& q( |" E0 D. _* h' |Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares7 ^3 P' d# U! u. p
Series 18 and Preferred Shares Series 19 will not be required to pay tax on6 P9 G/ S0 ?2 t1 T
dividends received on such shares under Part IV.1 of such Act. |
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