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发表于 2008-11-29 16:58
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下面是BMO的:
0 H) E+ `, b7 Y' vSUMMARY OF THE OFFERING" o; z0 s, K0 U7 G/ {7 B
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’’.
5 r+ Q$ i& D' e" a9 \9 l/ wIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.. o. e+ U2 `" [) V: g
Amount: $150,000,000 (6,000,000 shares)." w5 M8 |& o3 ]3 K7 w
Price and Yield: $25.00 per share to yield initially 6.50% per annum.
8 P9 b2 N, C8 }7 R S1 Q. hPrincipal Characteristics of the Preferred Shares Series 18 M3 t4 w% P" o" P! g8 |/ {
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed
3 \! j3 J+ K6 t* L# I" rnon-cumulative preferential cash dividends, as and when declared by the
4 v. Q% A5 @; `8 f5 c; h2 yBoard of Directors, subject to the provisions of the Bank Act, for the initial
$ {5 e" A' u& Tperiod commencing on the closing date and ending on and including
* P9 E+ B' q1 v1 QFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the& ?9 o) U! I9 z) I4 Z
25th day of February, May, August and November in each year, at a rate* m7 U# Y+ O+ L5 @7 L1 O
equal to $0.40625 per share. The initial dividend, if declared, will be payable% ^0 [9 r, y' k
May 25, 2009 and will be $0.73459 per share, based on the anticipated closing
4 o2 e; ?8 S: Y6 o1 idate of December 11, 2008.& ?" z( }8 B" u8 d6 H
For each five-year period after the Initial Fixed Rate Period (each, a
: P% p* R0 b( y: X; O; h/ j7 I‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
6 J3 ]0 J! m& C* s% ASeries 18 will be entitled to receive fixed non-cumulative preferential cash
6 {% x# E- _' Z! W$ edividends, as and when declared by the Board of Directors, subject to the
7 d9 f6 `" Y6 R5 `8 tprovisions of the Bank Act, payable quarterly on the 25th day of February,8 c! S3 n2 {$ O
May, August and November in each year, in the amount per share per annum
( H+ Y Q1 u3 s. udetermined by multiplying the Annual Fixed Dividend Rate applicable to
4 ?2 D' |& ~2 ?( D) lsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend
' _, L0 \+ E1 r- G* J& Y$ xRate for the ensuing Subsequent Fixed Rate Period will be determined by the
5 S5 n) F) K0 t" E) \3 A' q" NBank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day' y+ L5 }$ s" I/ a
of such Subsequent Fixed Rate Period and will be equal to the sum of the
! Z* \9 M9 f7 b [0 y" _* d7 HGovernment of Canada Yield on the applicable Fixed Rate Calculation Date' n; j4 a. i/ H1 r0 {; [
plus 3.83%.
- L7 G$ ^5 i( iIf the Board of Directors does not declare a dividend, or any part thereof, on0 D1 k$ T6 E: d2 s( p
the Preferred Shares Series 18 on or before the dividend payment date for a
* ]. v1 Q. _, F) Nparticular quarter, then the entitlement of the holders of the Preferred
8 h( z7 ^$ Z$ g. M( D# M' I- LShares Series 18 to receive such dividend, or to any part thereof, for such3 O+ e; Y1 j3 Y5 v* c
quarter will be forever extinguished.) U o. s9 m2 x1 q; H0 f9 ^
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the4 B+ s, T0 n$ G& ]
Superintendent and to the provisions described below under ‘‘Details of the9 v- t `5 d5 c b& z& N2 a+ E3 y- G
Offering — Certain Provisions of the Preferred Shares Series 18 as a' P% R1 L: ~$ }2 d8 |4 A, i
Series — Restrictions on Dividends and Retirement of Shares’’, on
$ u q# |; d* FFebruary 25, 2014 and on February 25 every five years thereafter, on not% `: Z% U' o: t
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
5 z6 \; l$ R. s; h1 w% qpart of the then outstanding Preferred Shares Series 18, at the Bank’s option$ s9 [5 S! v) x+ Z; L
without the consent of the holder, by the payment of an amount in cash for
K/ t0 u) g+ l3 n9 T7 N7 Y M2 Weach such share so redeemed of $25.00 together with all declared and unpaid
+ B0 i4 R8 S0 N1 n& `5 Y- zdividends to the date fixed for redemption.
: b- j. L3 j- Z2 c9 X$ b: o. I1 k3 pConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
: `1 }% C' Z4 \3 e8 XShares Series 19: conversion provisions and the right of the Bank to redeem those shares, have" g. X+ ~6 z4 m4 g
the right, at their option, to convert, on February 25, 2014 and on
6 `/ |+ S4 C! }2 f/ _" t2 `S-41 u3 A" p: w$ k# L" o E+ v
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
8 M) m) x& E! w8 G# k dor all of their Preferred Shares Series 18 into an equal number of Preferred6 p& P$ E ?' v, k
Shares Series 19 upon giving to the Bank notice thereof not earlier than
0 b+ _& W5 U# [6 {% \30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
. Z2 w/ r5 X1 t+ A' J7 @* Dpreceding, a Series 18 Conversion Date.
5 S3 B8 k& y( X0 m% N1 W0 r/ nAutomatic Conversion If the Bank determines, after having taken into account all shares tendered
; p; Z8 q0 [" w# `Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares, g' j9 f2 @" y& z0 d
Series 19, as the case may be, that there would be outstanding on such4 l! W0 W$ X7 m0 V; o( b% a' B1 ~6 c
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,2 k- A. ?) k; l& `1 @+ p
such remaining number of Preferred Shares Series 18 will automatically be( Y- R' b7 f9 Z! C' W
converted on such Series 18 Conversion Date into an equal number of: A. J7 e8 q8 P" l7 T* @1 y8 M
Preferred Shares Series 19. Additionally, if the Bank determines that, after
0 f- n* \: ]& g" Bconversion, there would be outstanding on such Series 18 Conversion Date
D. m+ D6 |7 k g- Kless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
. w r% h8 A" c% d" {$ M+ N4 n1 WSeries 18 will be converted into Preferred Shares Series 19.
$ {+ D7 {% `+ N: N. I. d( eVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares% w; Z ~# {, W6 O/ p+ _
Series 18 will not be entitled as such to receive notice of, attend, or vote at,
- d2 L, {' ^0 F# J3 }- uany meeting of the shareholders of the Bank unless and until the first time at
) @; E( {3 U, M1 D0 q2 |% O! e: zwhich the Board of Directors has not declared the whole dividend on the+ R9 a1 |' f& X
Preferred Shares Series 18 in any quarter. In that event, subject as
5 D" _3 T d7 X% T; ?: p% Mhereinafter provided, the holders of Preferred Shares Series 18 will be
& e$ z9 }- G$ W1 E4 [ H' aentitled to receive notice of, and to attend, meetings of shareholders at which
( G) J* W+ u1 adirectors of the Bank are to be elected and will be entitled to one vote for. A- G$ z) u0 R+ \: F F& M; s% ?' c$ T; q
each Preferred Share Series 18 held. The voting rights of the holders of the1 H2 M! |4 G- l. e7 i
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
. E& r- y8 |5 u" Uthe first dividend on the Preferred Shares Series 18 to which the holders are5 x* s4 f& e' w& @; F; ~
entitled thereunder subsequent to the time such voting rights first arose until
# ~* l C2 t; @: e- Z$ G9 Qsuch time as the Bank may again fail to declare the whole dividend on the9 |+ I+ j& r9 p9 v; ?( y2 M) S( J4 j
Preferred Shares Series 18 in respect of any quarter, in which event such
' t* K& a# K+ v% L; Z: ?voting rights will become effective again and so on from time to time.- ?, U# m6 S0 C3 [: ^* y+ H0 K
Principal Characteristics of the Preferred Shares Series 19; ~. k& \/ b; |" k- \
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive$ D! w. e) j" B
floating rate non-cumulative preferential cash dividends, as and when0 B, c% `, q! b5 j* D. v
declared by the Board of Directors, subject to the provisions of the Bank Act,, i7 \7 n& z, S7 ?' J+ p8 Y7 W9 b. A
payable quarterly on the 25th day of February, May, August and November
# b- }( Q$ e' ]* xin each year, in the amount per share determined by multiplying the0 I7 _. l. Q9 `1 s- \/ Y: G# _
applicable Quarterly Floating Dividend Rate by $25.00.! B. D5 t: O2 h3 r/ t' o( T6 \1 T
On the 30th day prior to the commencement of the initial quarterly dividend4 ?5 D* e3 M# C8 h: M
period beginning on February 25, 2014, and on the 30th day prior to the first3 D* t+ w4 t8 P% n+ I4 R7 @& s
day of each subsequent quarterly dividend period (the initial quarterly9 e4 J$ K4 T6 T% X
dividend period and each subsequent quarterly dividend period is referred to
7 w* G3 d' H) C2 i" _% [as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the
; c6 W) E5 x1 r, X Z8 ?Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate# X7 u- B- V- J9 u
Period. The Quarterly Floating Dividend Rate will be equal to the sum of the
3 m& O* }" i ~# }% |1 @; uT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days: R8 Z5 _1 n/ h- b7 A% F8 b5 x
elapsed in the applicable Quarterly Floating Rate Period divided by 365), e" i/ e6 G) v/ Z8 B. y' A" k
determined on the 30th day prior to the first day of the applicable Quarterly8 E5 m4 l7 X# x, Y2 N$ w
Floating Rate Period.
8 [" v$ l5 E7 o, r K, W9 TS-5. w7 ]% W# A Y- `% B! u/ [: D
If the Board of Directors does not declare a dividend, or any part thereof, on% `; i6 Y" k4 W3 J7 B& K: @6 U! h
the Preferred Shares Series 19 on or before the dividend payment date for a
4 p7 ~: r& G" z- M) h; F/ I2 qparticular quarter, then the entitlement of the holders of the Preferred- ^- z) Q Q7 {2 p& x5 G
Shares Series 19 to receive such dividend, or to any part thereof, for such; l8 t, R% k+ H; M
quarter will be forever extinguished.1 [+ V8 G! r& e" a% t# } G7 Y
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
. p# z; i' Q4 A+ E2 ]8 J% l2 JSuperintendent and to the provisions described below under the heading- z/ j1 X) n" @. ~
‘‘Details of the Offering — Certain Provisions of the Preferred Shares/ F. v" N& V5 w1 \' ?
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,: [* r0 b+ p/ D: f# |4 V# B1 r
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
9 F2 q2 G V& M4 |7 M4 g! V# Dor any part of the then outstanding Preferred Shares Series 19, at the Bank’s
0 O) U6 j! J' H% toption without the consent of the holder, by the payment of an amount in
- e$ U5 L. O& j* W$ u; F; @* rcash for each such share so redeemed of (i) $25.00 together with all declared
# y, E: {. K' Z: {$ ^and unpaid dividends to the date fixed for redemption in the case of
( c! C+ U" g5 x. E/ r. ?redemptions on February 25, 2019 and on February 25 every five years
/ i5 J4 L `5 O% R% {/ uthereafter, or (ii) $25.50 together with all declared and unpaid dividends to" A2 w. \9 O, U' Y
the date fixed for redemption in the case of redemptions on any other date9 `9 b/ E; k. z: U8 X6 j4 o
on or after February 25, 2014.
9 \& `2 ]6 t; ^! z# x2 S+ v2 u7 r5 qConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic ]$ L5 O# _$ E% Y
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
3 I4 d4 [" c; Z" O) Sthe right, at their option, to convert, on February 25, 2019 and on
9 A! a0 C& t( \ R; g( r/ Q* h! t) uFebruary 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
. r6 O3 _3 g$ f L; |6 K# Aor all of their Preferred Shares Series 19 into an equal number of Preferred
$ i+ B/ U* s ^7 w, q# t& U: }Shares Series 18 upon giving to the Bank written notice thereof not earlier
7 L' p5 d* W$ a1 t, [* R& @& Cthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
; v8 d+ z! q- w- ~; g15th day preceding, a Series 19 Conversion Date.* Y& o' u6 C- z
Automatic Conversion If the Bank determines, after having taken into account all shares tendered: t3 F5 Q2 W: p, r% \- a& k
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares7 Y3 C7 ]7 | s
Series 18, as the case may be, that there would be outstanding on such
& D1 Z5 Z, x9 S4 s+ O' E$ iSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,
1 g& B* M* X( nsuch remaining number of Preferred Shares Series 19 will automatically be
# b8 n3 ?, {' N! V3 m& pconverted on such Series 19 Conversion Date into an equal number of
% s: \0 |/ q* kPreferred Shares Series 18. Additionally, if the Bank determines that, after
8 J# w. \7 ~- l* ^# T' V7 Kconversion, there would be outstanding on such Series 19 Conversion Date
' f9 C! B4 [) L5 t5 A# n" T, Hless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares3 K0 h X* x+ ]
Series 19 will be converted into Preferred Shares Series 18.
9 w/ t) J- n8 i! P) @& GVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
G# c. s# b4 |& ISeries 19 will not be entitled as such to receive notice of, attend, or vote at,
u0 m+ E! r$ u& U" y9 R! o1 |any meeting of the shareholders of the Bank unless and until the first time at* i; J1 j6 G# l
which the Board of Directors has not declared the whole dividend on the _8 X: P6 O! V9 P/ d
Preferred Shares Series 19 in any quarter. In that event, subject as
' `! z' ?7 F1 ], M. _$ khereinafter provided, the holders of Preferred Shares Series 19 will be8 U) f+ R# v" N0 s, B+ j& R: e
entitled to receive notice of, and to attend, meetings of shareholders at which
' f) G9 s3 N& Q9 I( j/ m Xdirectors of the Bank are to be elected and will be entitled to one vote for$ K9 }- t3 f0 v
each Preferred Share Series 19 held. The voting rights of the holders of the; H& q# V* j4 D5 _
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of& {7 h Y5 v+ ]( I t+ M
the first dividend on the Preferred Shares Series 19 to which the holders are
- Q8 v) x Z. N: I" Rentitled thereunder subsequent to the time such voting rights first arose until
: X: H1 f& m: M7 ^( D+ X; e6 ?such time as the Bank may again fail to declare the whole dividend on the# g3 g6 ~+ X* f5 D5 R1 G; U
Preferred Shares Series 19 in respect of any quarter, in which event such7 X8 ^( l4 b9 f
voting rights will become effective again and so on from time to time.6 L' w: N( M }
S-6
9 _$ _8 j8 D5 Z$ PPriority: The preferred shares of each series of the Bank will rank on a parity with6 G% O4 J* c/ p# q/ @: Q! s" w
every other series and are entitled to preference over the common shares of
! A }; ?, i9 u/ I. P: g, r3 athe Bank and over any other shares of the Bank ranking junior to the+ W0 t2 q" i+ Y9 H
preferred shares with respect to the payment of dividends and upon any, M2 d5 W1 J+ s
distribution of assets in the event of the liquidation, dissolution or
# ^# o1 H* R4 l+ ^8 K8 Xwinding-up of the Bank.
2 }& z# Q; k9 J2 ZTax on Preferred Share The Bank will elect, in the manner and within the time provided under
+ r$ A g0 @- n# a2 y7 nDividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
" c' i; G' w; m2 y- R7 JSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
4 Q( S2 h+ J2 y& vdividends received on such shares under Part IV.1 of such Act. |
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