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发表于 2008-11-29 16:58
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下面是BMO的:
% W/ m0 J# ]( j3 E& FSUMMARY OF THE OFFERING' o+ J5 L4 E8 N
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’’.& R$ u0 A0 p! K( O9 U1 v
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
/ C; l1 |4 Q g# ]Amount: $150,000,000 (6,000,000 shares).; ?* x o" L) Y2 k' Y1 f, M
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
# J; D* J2 S- b, J8 z& x6 R. p2 ZPrincipal Characteristics of the Preferred Shares Series 18( ]0 ~: O- d$ |1 ^
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed- ?* j6 f2 q! P. u
non-cumulative preferential cash dividends, as and when declared by the
" A/ o1 L& W4 W/ IBoard of Directors, subject to the provisions of the Bank Act, for the initial/ C6 O2 m5 e# Y% B1 t2 w
period commencing on the closing date and ending on and including
5 K( w4 e R- L$ x# ^+ N! `; u9 `; G$ AFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
7 O8 g o& J0 B0 A9 q25th day of February, May, August and November in each year, at a rate" J7 @7 |7 j: k2 N5 A- N9 f
equal to $0.40625 per share. The initial dividend, if declared, will be payable' ]. B( X2 ~1 F" h* V1 |" n
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
& N6 `/ B4 ? G' @; U8 O; w$ Ddate of December 11, 2008.
+ v' _& w0 K: r. T% A/ |4 [For each five-year period after the Initial Fixed Rate Period (each, a% R9 I6 T, B: k) V% c
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
* y$ W: g# Z) r1 {0 s& E' Z1 MSeries 18 will be entitled to receive fixed non-cumulative preferential cash9 ?9 V$ }/ o2 ?$ W# h
dividends, as and when declared by the Board of Directors, subject to the
3 @+ g1 {6 N' ~9 r3 N; W& I) dprovisions of the Bank Act, payable quarterly on the 25th day of February,
0 a4 R: F. C# {; h- e9 TMay, August and November in each year, in the amount per share per annum
! T6 |& x3 t7 w/ ^2 L9 ^6 rdetermined by multiplying the Annual Fixed Dividend Rate applicable to
: v6 A& L+ b0 J4 z& N/ M7 nsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend/ s( }& }- {3 @6 C- n% ?9 p) p
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the6 Z. q, @ O) n9 P: g/ r
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day5 H: G2 _, o1 f/ k
of such Subsequent Fixed Rate Period and will be equal to the sum of the
5 t- t4 b! J9 k! o$ Z4 VGovernment of Canada Yield on the applicable Fixed Rate Calculation Date9 D2 o! @1 \2 R1 l: y% N" ]
plus 3.83%.
' @+ p% t0 j5 D/ u: cIf the Board of Directors does not declare a dividend, or any part thereof, on0 A4 a2 a1 _$ R6 j4 W
the Preferred Shares Series 18 on or before the dividend payment date for a. |8 L$ p j1 g* I P8 I8 |* J
particular quarter, then the entitlement of the holders of the Preferred
1 O( S7 y% p: f' a9 }Shares Series 18 to receive such dividend, or to any part thereof, for such
/ u& h# q$ G8 S2 ^4 ?9 d6 u. T+ qquarter will be forever extinguished. k3 S; @' Q( M- V2 u; T
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the8 f9 T8 Z Q" p
Superintendent and to the provisions described below under ‘‘Details of the
5 o6 Z0 ^/ X5 I {Offering — Certain Provisions of the Preferred Shares Series 18 as a& ^ m$ _( [ [0 q
Series — Restrictions on Dividends and Retirement of Shares’’, on
9 w& Z+ {3 {/ a+ `February 25, 2014 and on February 25 every five years thereafter, on not
* M9 I. ^5 V# w& X1 ]% p% @, K/ G5 fmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any. z+ x; G/ v; R5 g7 R7 ^$ m* g
part of the then outstanding Preferred Shares Series 18, at the Bank’s option
1 q/ L1 O+ _# I5 T" m7 Xwithout the consent of the holder, by the payment of an amount in cash for+ K, K8 A/ b! Q( G& n B) k3 w
each such share so redeemed of $25.00 together with all declared and unpaid
/ l* K; {$ R$ b1 u9 h, @6 V: ~9 Hdividends to the date fixed for redemption.
, T' [: b4 z+ E9 M% ^& [8 }2 pConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic5 U4 p, \$ ]# K3 K
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have' F; p- f9 P* G; l9 o. U( M6 u
the right, at their option, to convert, on February 25, 2014 and on3 |, p, u6 e4 N* I: V
S-4
( c2 w# T! {( p! EFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any4 G* N0 T& z+ V0 i7 B
or all of their Preferred Shares Series 18 into an equal number of Preferred
2 H5 ]: c0 F" y/ f: h" ZShares Series 19 upon giving to the Bank notice thereof not earlier than- P: @- |+ m/ y5 `, j9 j& V$ O
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day9 n5 b( r0 ~$ \, r6 F
preceding, a Series 18 Conversion Date.
! s7 c! ^1 ~1 z# L! k! iAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
0 y) ?1 M7 Y6 i3 Z/ [Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
2 A' t+ ]8 U! B1 NSeries 19, as the case may be, that there would be outstanding on such/ f5 ~9 U4 v3 G$ |
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18," R5 n C$ s. e0 p U( H
such remaining number of Preferred Shares Series 18 will automatically be p& b7 C( l3 U0 h7 M; F
converted on such Series 18 Conversion Date into an equal number of! b' m" j, N. P* X7 {8 W
Preferred Shares Series 19. Additionally, if the Bank determines that, after
: V, d9 E& @ c9 [3 K& s" f/ u: [conversion, there would be outstanding on such Series 18 Conversion Date
5 c; `! Z D m# u* }: X, K) u7 Sless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares7 v0 C0 V2 R; u; K$ O$ z/ V( I! h
Series 18 will be converted into Preferred Shares Series 19.
5 ^) F9 V9 F0 mVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares& R. Z* g' K" C9 N0 w
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
- W7 \! O( `8 K) E" Many meeting of the shareholders of the Bank unless and until the first time at
, W% R9 \7 ^+ X- Y7 }% W6 mwhich the Board of Directors has not declared the whole dividend on the
" Z; ^0 ?0 U% o/ n' cPreferred Shares Series 18 in any quarter. In that event, subject as
/ |) k4 q0 ?+ q2 l# Q! \' Y6 r& ?hereinafter provided, the holders of Preferred Shares Series 18 will be
' c7 {" Y% \ G8 j$ s u8 hentitled to receive notice of, and to attend, meetings of shareholders at which
, U E+ U( i* r: w3 \3 N4 c$ Udirectors of the Bank are to be elected and will be entitled to one vote for
# O+ H, X. e/ c1 V7 _each Preferred Share Series 18 held. The voting rights of the holders of the
3 P3 ^ O; _9 ^! ]5 MPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
3 p% ~# f g0 @: K$ Y. zthe first dividend on the Preferred Shares Series 18 to which the holders are
$ V# L5 A+ V7 \) E9 Zentitled thereunder subsequent to the time such voting rights first arose until& y$ U6 Y2 x! [$ @. e- W
such time as the Bank may again fail to declare the whole dividend on the# u c# H3 ]5 q6 R# U, a" [' h
Preferred Shares Series 18 in respect of any quarter, in which event such
' R l# D+ E/ ?/ ?voting rights will become effective again and so on from time to time.( _8 D8 T; v, J# z& T) C$ }* l4 ~/ U$ j
Principal Characteristics of the Preferred Shares Series 19" o* d4 O8 P% W3 n4 F
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
% R" R% s: I, Z2 K2 C# F, F7 [0 B$ _# yfloating rate non-cumulative preferential cash dividends, as and when: c0 N" ?7 `& Y# F
declared by the Board of Directors, subject to the provisions of the Bank Act,
" G* ] B' f3 v3 X0 _& _+ Bpayable quarterly on the 25th day of February, May, August and November2 b2 ]2 q" g' e6 D* N; U* y
in each year, in the amount per share determined by multiplying the
% d: r! u5 V2 ], S8 m7 Y) fapplicable Quarterly Floating Dividend Rate by $25.00.
. ^5 S+ F6 O5 o) c. i5 c* ROn the 30th day prior to the commencement of the initial quarterly dividend ]5 ` \. L) _$ l$ h- d
period beginning on February 25, 2014, and on the 30th day prior to the first
: X5 H# W: J# i: E" ^day of each subsequent quarterly dividend period (the initial quarterly& W0 c( K S2 |- s7 N1 L
dividend period and each subsequent quarterly dividend period is referred to
& i6 w v3 h$ I" gas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
` v3 W+ h: J f4 @ xQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
i# ]; s1 G6 x; ^6 v( FPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the' _, D* c+ d: P, V8 v
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days1 ]: z" C" ~" D2 J" ^7 [; I, F8 U s
elapsed in the applicable Quarterly Floating Rate Period divided by 365)- T2 m! H& N$ |7 a3 [% b [# _
determined on the 30th day prior to the first day of the applicable Quarterly% q( R& e! j; G* m' e3 O
Floating Rate Period.
! B4 c2 H+ T" QS-5$ ^! i& Z9 k/ ]" }2 T
If the Board of Directors does not declare a dividend, or any part thereof, on
) j5 H+ b' s7 L7 [. Bthe Preferred Shares Series 19 on or before the dividend payment date for a
3 Z: l* N4 w$ s# ?& V% lparticular quarter, then the entitlement of the holders of the Preferred
+ L* s s. A1 {; f7 a: [% a( QShares Series 19 to receive such dividend, or to any part thereof, for such+ d7 Y" R" G( [- N
quarter will be forever extinguished.
) [/ i' w- y% V& n: jRedemption: Subject to the provisions of the Bank Act and to the prior consent of the
( S, p& `" S. ^7 p; ^% N, \9 ~4 GSuperintendent and to the provisions described below under the heading0 F. Q+ t7 \9 Y: F ?: U
‘‘Details of the Offering — Certain Provisions of the Preferred Shares5 A% N: c5 t5 M. z( u
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
/ C3 r4 P, M( \, o! i5 @on not more than 60 nor less than 30 days’ notice, the Bank may redeem all' d& M, o# } D
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s0 k# h# ?+ I/ P
option without the consent of the holder, by the payment of an amount in
) j* ]: c8 B9 w h1 `. c+ jcash for each such share so redeemed of (i) $25.00 together with all declared
1 Y F- ?( v, e. ?- O# u, p1 Nand unpaid dividends to the date fixed for redemption in the case of/ j4 _ a' f! L1 m" ]) I
redemptions on February 25, 2019 and on February 25 every five years6 F; ~; v: W7 _. M
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to+ k. ]! h/ V/ R8 g- \; w7 K7 ^
the date fixed for redemption in the case of redemptions on any other date! i6 r8 B) r" f! e% }6 i% {
on or after February 25, 2014.
" ~, t% \6 z) G/ y# ^/ \: _8 GConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic v& h. r% V% X' `1 w6 o. N
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
^' e: e: c! S0 |the right, at their option, to convert, on February 25, 2019 and on& t- e# X( s! F' V* }' F
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any# w$ Z! i& j+ \/ G
or all of their Preferred Shares Series 19 into an equal number of Preferred
3 W: \9 E( J# Z% L0 x9 kShares Series 18 upon giving to the Bank written notice thereof not earlier
5 V' Q; J3 y. xthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the, o @ _! _2 _$ L+ g9 K
15th day preceding, a Series 19 Conversion Date.
/ z3 ]* `# H8 w( ~: BAutomatic Conversion If the Bank determines, after having taken into account all shares tendered' L/ Z: i3 K0 f: K+ P* g5 H
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares+ j8 ^/ @) e8 Z1 D0 j& H! e
Series 18, as the case may be, that there would be outstanding on such* \ x2 B: g$ B c0 u3 j
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
9 o0 r. c2 d* T8 hsuch remaining number of Preferred Shares Series 19 will automatically be
) z5 O- B7 a; x: n% R2 l5 l6 j* pconverted on such Series 19 Conversion Date into an equal number of
" E* a1 J9 S t1 Y nPreferred Shares Series 18. Additionally, if the Bank determines that, after; \; M+ v$ P: t+ c
conversion, there would be outstanding on such Series 19 Conversion Date
' r0 B2 P" r" ]$ `( nless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares6 t6 K9 J8 K' Q/ m
Series 19 will be converted into Preferred Shares Series 18.
4 A" Y$ W6 C" H; s# h% N5 VVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
0 G c( B( h% vSeries 19 will not be entitled as such to receive notice of, attend, or vote at,
1 G8 Z0 w1 s" I, `1 Z& I7 p9 Q- ?& a% nany meeting of the shareholders of the Bank unless and until the first time at
) G2 m- t2 P6 O0 K& Vwhich the Board of Directors has not declared the whole dividend on the. d* F+ Y6 U& @1 Z
Preferred Shares Series 19 in any quarter. In that event, subject as
9 S' s" x3 b8 ^7 Y, Ahereinafter provided, the holders of Preferred Shares Series 19 will be7 r' R* `1 {& ~& p$ A5 s2 s8 m% e
entitled to receive notice of, and to attend, meetings of shareholders at which
# M; V8 O2 F9 B. w$ u) \6 l1 t% _directors of the Bank are to be elected and will be entitled to one vote for
. \1 Z/ r" T' i9 {, K5 ceach Preferred Share Series 19 held. The voting rights of the holders of the
1 m6 K$ g6 _9 _3 T$ \Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
% T7 a: J3 c8 I4 R* v; m/ T% T2 g; N( athe first dividend on the Preferred Shares Series 19 to which the holders are5 q% |& L* w$ m- h' g$ M) M
entitled thereunder subsequent to the time such voting rights first arose until
2 ~ A9 H+ q* i8 asuch time as the Bank may again fail to declare the whole dividend on the
9 H. H$ E0 F$ ~( O) Z$ m- T6 @. d+ xPreferred Shares Series 19 in respect of any quarter, in which event such# [( F; H2 ]% y; R
voting rights will become effective again and so on from time to time.- c# Y% B% [5 V
S-66 ~) N# S; I5 T* g
Priority: The preferred shares of each series of the Bank will rank on a parity with, k- m1 M I; T+ z
every other series and are entitled to preference over the common shares of7 i0 ]% E: G3 L# I1 T9 C
the Bank and over any other shares of the Bank ranking junior to the/ P, }0 W* ?- W: i* S- U
preferred shares with respect to the payment of dividends and upon any( B: W* G' S+ k( P
distribution of assets in the event of the liquidation, dissolution or. o; a5 j- V& O: f- P
winding-up of the Bank.
1 A7 x( V' q; m tTax on Preferred Share The Bank will elect, in the manner and within the time provided under, J2 _7 e9 _ c* G. `
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares# W9 T, ~( U, H
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
4 J) {' J+ T5 m3 b! `% q) kdividends received on such shares under Part IV.1 of such Act. |
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