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发表于 2008-11-29 16:58
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下面是BMO的:
( r* k! ? U1 t9 ^& w9 N2 TSUMMARY OF THE OFFERING- y- C6 h) ~2 d2 C
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’’.
3 D) I/ Q* P0 }$ [Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18./ C0 k7 m, z; I1 d4 q+ D, y+ F
Amount: $150,000,000 (6,000,000 shares).
! E9 {* w9 c1 D- _- |Price and Yield: $25.00 per share to yield initially 6.50% per annum.
) o) [( v6 ]8 R% E3 u3 cPrincipal Characteristics of the Preferred Shares Series 18
6 ^% W Z; _% S6 ~+ tDividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed! W' h! e; v% g0 M2 v
non-cumulative preferential cash dividends, as and when declared by the+ \& h. H( k' K0 g
Board of Directors, subject to the provisions of the Bank Act, for the initial8 i% H E) _5 n. r9 W
period commencing on the closing date and ending on and including
8 x( v- L3 }( m" f" Q9 u: _# VFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
: x/ [. |! q/ M) S6 C k25th day of February, May, August and November in each year, at a rate
! i. g/ k- f6 z) U8 v& [$ h; }( ?equal to $0.40625 per share. The initial dividend, if declared, will be payable0 S1 ~; k! p0 f4 j+ b7 @. b
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
" Z2 w: T( k P/ G5 E, [date of December 11, 2008.! x' G$ t- O, g/ c8 N2 J8 A3 F
For each five-year period after the Initial Fixed Rate Period (each, a
2 ~+ |, i4 J q; K‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares3 i( Q. k2 a1 v H h# W9 m% r D6 G
Series 18 will be entitled to receive fixed non-cumulative preferential cash8 N* M2 X) e( [1 g0 r
dividends, as and when declared by the Board of Directors, subject to the
" w) T' Y1 j5 y) e3 x4 O6 hprovisions of the Bank Act, payable quarterly on the 25th day of February,
1 Q) ?" Z! ]2 P' I8 U8 \. cMay, August and November in each year, in the amount per share per annum
* W. [: |( ]! e+ J& q# c v1 O" w+ Bdetermined by multiplying the Annual Fixed Dividend Rate applicable to
& S R( H& z, B3 I4 {such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
# f' `* Z- A0 NRate for the ensuing Subsequent Fixed Rate Period will be determined by the% S( p0 j6 p! |4 H% r
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
( E) U' S9 r' F' h2 `of such Subsequent Fixed Rate Period and will be equal to the sum of the! o. e4 T' Q; N
Government of Canada Yield on the applicable Fixed Rate Calculation Date+ g3 r( }9 z u1 \( F
plus 3.83%.! ]! J$ l: D7 ^9 ~
If the Board of Directors does not declare a dividend, or any part thereof, on
8 e# M5 N8 t$ p& Athe Preferred Shares Series 18 on or before the dividend payment date for a& j7 @& y5 @! _# o
particular quarter, then the entitlement of the holders of the Preferred
/ b; `, }; `/ x2 j2 R& JShares Series 18 to receive such dividend, or to any part thereof, for such; w+ h2 w6 |% C: `
quarter will be forever extinguished./ p( E9 `9 l& ]. K* B# R% ?% T
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the9 p) p0 R1 `2 R7 A, L
Superintendent and to the provisions described below under ‘‘Details of the3 T, d" V& }# Y1 f2 y9 u3 H4 ^
Offering — Certain Provisions of the Preferred Shares Series 18 as a- v1 ~$ x5 ~, r: n& ?) _5 N* ?3 d, \
Series — Restrictions on Dividends and Retirement of Shares’’, on
3 ~5 D/ e( o9 Z1 xFebruary 25, 2014 and on February 25 every five years thereafter, on not8 g/ j/ `$ D- o" } J- k$ T
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
/ Y; h5 F9 Y% b; |' A' wpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
8 l4 m% ~# f# u5 Owithout the consent of the holder, by the payment of an amount in cash for; }# G) M& Y7 B
each such share so redeemed of $25.00 together with all declared and unpaid" b" L |+ X: v8 v' X
dividends to the date fixed for redemption.
, H* d1 t3 q- F$ C' @! G6 i2 @Conversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
# }. n5 o- U( ~: T+ b) ~. b6 QShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have
3 b( j7 S9 |5 U& e4 N( V, F0 q7 vthe right, at their option, to convert, on February 25, 2014 and on
( O$ o! G( D2 z8 O- tS-45 Y* N7 T2 u1 E" g
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
# |6 F/ A# D$ p8 cor all of their Preferred Shares Series 18 into an equal number of Preferred
: o. |/ _, f8 f, S$ VShares Series 19 upon giving to the Bank notice thereof not earlier than
) Z3 H. B* `: \/ T30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day) Y( S0 e8 N( O& r2 @5 q! k& y0 Q
preceding, a Series 18 Conversion Date.' J3 b% {, N6 n
Automatic Conversion If the Bank determines, after having taken into account all shares tendered5 L0 ?9 s; R+ C+ N: p
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares
$ |3 A1 O# f9 BSeries 19, as the case may be, that there would be outstanding on such
" r' Q* L5 c, K& NSeries 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,
. q7 O/ Z6 F- L0 o$ A% u: |such remaining number of Preferred Shares Series 18 will automatically be
( T6 e9 d( j' G) J4 z; F+ ^converted on such Series 18 Conversion Date into an equal number of% x1 D, p) _- }( _
Preferred Shares Series 19. Additionally, if the Bank determines that, after3 o6 D/ G3 f# { r: ~$ o, [
conversion, there would be outstanding on such Series 18 Conversion Date$ b( E7 f% m9 A! [; d z
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares6 X& j8 e( S V! @0 g
Series 18 will be converted into Preferred Shares Series 19.
1 q, c# L+ p% b% |5 v1 b4 TVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares' W8 k( m) q8 s+ n
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
! L1 \7 `. v: T$ L, Uany meeting of the shareholders of the Bank unless and until the first time at' H6 G- I: l/ y0 W2 y# p; s
which the Board of Directors has not declared the whole dividend on the* l* s/ X7 A" S5 M
Preferred Shares Series 18 in any quarter. In that event, subject as
( | l, k: {: S _1 J- }+ Ohereinafter provided, the holders of Preferred Shares Series 18 will be8 C4 |* n2 A3 `% ^) D( T J- ^) G
entitled to receive notice of, and to attend, meetings of shareholders at which5 f6 f/ h3 P! }) c
directors of the Bank are to be elected and will be entitled to one vote for
7 o& V- Z. n$ Y( H- v" veach Preferred Share Series 18 held. The voting rights of the holders of the
5 G5 r9 f( B5 c4 CPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
R4 t$ U5 Q0 Gthe first dividend on the Preferred Shares Series 18 to which the holders are
- Z' @' Z. Y: Y/ `; Ientitled thereunder subsequent to the time such voting rights first arose until2 r r( O& L7 X5 E9 Z& x3 ^& [- E5 L& {
such time as the Bank may again fail to declare the whole dividend on the
# Y/ j+ Z) ?5 N6 ~) D& Z: p: G+ |Preferred Shares Series 18 in respect of any quarter, in which event such) P5 @) u, K' w# B' P+ H/ C
voting rights will become effective again and so on from time to time.
2 _. p% a: K T5 ^: t5 v' pPrincipal Characteristics of the Preferred Shares Series 19& K2 B% J( Y' ~( w0 \) b: A
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive% U; w9 g- z3 y6 S' U8 F
floating rate non-cumulative preferential cash dividends, as and when4 Z* w: X8 {# k( l
declared by the Board of Directors, subject to the provisions of the Bank Act,/ C, \; A# p4 S
payable quarterly on the 25th day of February, May, August and November
3 J9 \3 |) Q# R& e. W3 v3 }; B4 L( hin each year, in the amount per share determined by multiplying the; \- f+ _' L4 k# h
applicable Quarterly Floating Dividend Rate by $25.00.
/ V) m: m4 ^4 z# XOn the 30th day prior to the commencement of the initial quarterly dividend
$ {5 a, u; v8 }period beginning on February 25, 2014, and on the 30th day prior to the first" t3 d) `" P2 i8 l# Z" n) \6 \
day of each subsequent quarterly dividend period (the initial quarterly
o7 v O- Q' z1 G( Wdividend period and each subsequent quarterly dividend period is referred to# u+ S# `! D" a, E: N4 m( c; J9 `
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
# }% @! d s, K. RQuarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate0 i- B! y! b/ [8 f/ ?/ g
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the& U$ R+ e; X& S
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days* }6 P4 C5 _% K& U4 ?: Z, G" B: z
elapsed in the applicable Quarterly Floating Rate Period divided by 365)
3 u+ t8 D. @! L, K- Hdetermined on the 30th day prior to the first day of the applicable Quarterly
) a* V+ p+ t7 h" z3 nFloating Rate Period.
# N* t1 g' C" x/ |" @: o8 e; eS-5
" i! h5 X; s! _& w1 `9 j2 \, r c7 lIf the Board of Directors does not declare a dividend, or any part thereof, on
# \8 ?) A2 I- ~4 ~8 rthe Preferred Shares Series 19 on or before the dividend payment date for a7 p3 D% ?! F# y4 @6 r' ?8 q/ Z
particular quarter, then the entitlement of the holders of the Preferred& }7 w0 G! Q$ {% V' T! e
Shares Series 19 to receive such dividend, or to any part thereof, for such
) I& h: e' |( L$ t, p% Uquarter will be forever extinguished.3 e0 L2 O9 T! W; g
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
# @6 k2 Z& z1 l( NSuperintendent and to the provisions described below under the heading9 E3 y: m ]: s
‘‘Details of the Offering — Certain Provisions of the Preferred Shares. j5 W2 G! a3 b$ [0 M
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
# {8 {/ P, M9 z1 ]on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
E( O ?8 b; S% e' {2 b3 b$ eor any part of the then outstanding Preferred Shares Series 19, at the Bank’s8 K2 u3 k9 n' x
option without the consent of the holder, by the payment of an amount in' S1 ?5 y2 V, n3 I# }- v
cash for each such share so redeemed of (i) $25.00 together with all declared. j o# a/ X0 Z& u( U
and unpaid dividends to the date fixed for redemption in the case of
- d; q, \2 h( P" \! P" k: aredemptions on February 25, 2019 and on February 25 every five years* E2 b1 }) f1 e5 Q) z2 r! H
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
. }+ F0 W+ F) k8 K) Z- b' y7 [the date fixed for redemption in the case of redemptions on any other date
" c: [% _8 ~$ m1 x7 q1 o. Con or after February 25, 2014.
) |: P* {. y, c- dConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
7 `, b) J% x4 nShares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
, @ P& U3 m5 j7 Mthe right, at their option, to convert, on February 25, 2019 and on
; p& P; S3 ^5 d) t- dFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any4 C% R( V. _/ t
or all of their Preferred Shares Series 19 into an equal number of Preferred
5 W; q* u+ |0 n1 f5 A3 zShares Series 18 upon giving to the Bank written notice thereof not earlier: Y, U9 \5 p( ^. W7 Y
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
8 o; T% o9 _; u4 `( c1 I# M" M15th day preceding, a Series 19 Conversion Date.
, L W U( E4 T: W/ g1 p, IAutomatic Conversion If the Bank determines, after having taken into account all shares tendered. I* j+ @5 G% h- K
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares; o; t4 `$ Z( O, v4 K
Series 18, as the case may be, that there would be outstanding on such
- k1 @' y, x6 USeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
4 t( o" P3 `" |9 o3 Ssuch remaining number of Preferred Shares Series 19 will automatically be
H, c# l& [# }/ [" Pconverted on such Series 19 Conversion Date into an equal number of/ ]6 D6 H& |/ \
Preferred Shares Series 18. Additionally, if the Bank determines that, after
: z2 A9 i! V P7 A0 a6 t) Aconversion, there would be outstanding on such Series 19 Conversion Date1 G- w7 K7 E7 O- j
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
4 D- H5 L8 T. XSeries 19 will be converted into Preferred Shares Series 18.
9 k: J! Z$ u& r o j- A$ L) p+ GVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
: L/ r# ^3 H9 }" T. a' p' O( cSeries 19 will not be entitled as such to receive notice of, attend, or vote at,7 ?/ E: u8 I+ w5 J0 }3 h, R) {. `
any meeting of the shareholders of the Bank unless and until the first time at
0 x7 k2 L& C5 F' Ywhich the Board of Directors has not declared the whole dividend on the% n3 @6 d: m. c9 U" n/ \
Preferred Shares Series 19 in any quarter. In that event, subject as
; {9 x% X8 f) w: p0 Ohereinafter provided, the holders of Preferred Shares Series 19 will be- }8 ^1 Z; N/ Z/ Z6 Z3 h
entitled to receive notice of, and to attend, meetings of shareholders at which
* b% }6 J2 O p2 Y6 }! s4 B% F# cdirectors of the Bank are to be elected and will be entitled to one vote for- v) m: I7 _% h) m# V
each Preferred Share Series 19 held. The voting rights of the holders of the. K! Q" Z6 ]8 |' s' j7 o/ @$ }
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of
; k; {0 M% L }the first dividend on the Preferred Shares Series 19 to which the holders are
2 x. e/ Z+ ^* l6 }entitled thereunder subsequent to the time such voting rights first arose until4 y) L# Q) r& u# E0 r0 b
such time as the Bank may again fail to declare the whole dividend on the% A0 k' ]+ l* \( ?. d" P2 r( H
Preferred Shares Series 19 in respect of any quarter, in which event such
3 F# I' O! f& a! x3 J; a( r- [voting rights will become effective again and so on from time to time.
1 J+ t! @# Z' }7 \( J5 ES-6
4 S9 c T' l. n. [( _Priority: The preferred shares of each series of the Bank will rank on a parity with7 X, J0 X9 i. d9 C
every other series and are entitled to preference over the common shares of# ^8 D D6 A# O1 P2 l& ~
the Bank and over any other shares of the Bank ranking junior to the
2 n6 ]6 T B# D" rpreferred shares with respect to the payment of dividends and upon any
0 V' f$ g' ]0 \6 Ndistribution of assets in the event of the liquidation, dissolution or
5 n8 }9 w, f! _winding-up of the Bank.
5 S$ L+ E" Y' `! ? Q1 F* n% w7 tTax on Preferred Share The Bank will elect, in the manner and within the time provided under% [ c6 {/ Q; C* ^: a, S
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
) I5 k% f Q( O2 b% L8 y/ iSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
# G/ ]! H8 g/ f! r' ?% w& H4 Hdividends received on such shares under Part IV.1 of such Act. |
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