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发表于 2008-11-29 16:58
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下面是BMO的:
" `) H- S. l: x9 B# dSUMMARY OF THE OFFERING/ l3 E' X4 {1 L
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’’.
2 f- C+ U% ?! p* fIssue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
# G+ ]* u2 O4 w5 M( C! MAmount: $150,000,000 (6,000,000 shares).
% o3 c4 K, ?/ b) DPrice and Yield: $25.00 per share to yield initially 6.50% per annum.# s. C' ~' p& Y; p
Principal Characteristics of the Preferred Shares Series 18
% c. ?# G; M( t6 e0 V2 _Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed/ P* ^5 i' T/ I+ W
non-cumulative preferential cash dividends, as and when declared by the% H% V+ i5 g; _* z" L8 ]
Board of Directors, subject to the provisions of the Bank Act, for the initial
/ u' H6 A/ K s) \# Eperiod commencing on the closing date and ending on and including/ N, V; u( i+ D/ ]
February 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the
8 r" A. m8 [6 G25th day of February, May, August and November in each year, at a rate
2 X' Q3 d- _- D W. Fequal to $0.40625 per share. The initial dividend, if declared, will be payable
2 R1 M' n" q7 H7 t) F6 CMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing
2 u0 ~8 E# K+ ?8 r+ C. kdate of December 11, 2008.- B; v9 }6 | Z4 X$ _
For each five-year period after the Initial Fixed Rate Period (each, a0 _ h; K0 R$ c: A1 p. N2 |4 U4 P
‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
M+ d; K$ j* _- \Series 18 will be entitled to receive fixed non-cumulative preferential cash
* x0 Z9 ~6 ^- h8 v8 hdividends, as and when declared by the Board of Directors, subject to the
9 o, L8 I0 M9 Q, ?+ L/ kprovisions of the Bank Act, payable quarterly on the 25th day of February,
5 T) \) k; m: d" B. MMay, August and November in each year, in the amount per share per annum
1 n- c% D7 x5 A5 w' {determined by multiplying the Annual Fixed Dividend Rate applicable to/ x3 h, A1 s0 y* V
such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend! H8 q9 B4 Z, d8 |
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the
6 Y" Z6 H, J3 F2 z/ V/ @Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
" P$ P( k9 |. W+ n" R0 U% bof such Subsequent Fixed Rate Period and will be equal to the sum of the
2 z9 k+ v% [* F8 [3 p$ F) e. J DGovernment of Canada Yield on the applicable Fixed Rate Calculation Date
6 c5 F& L- |& s! I& \& O# Vplus 3.83%.
3 W$ a; L9 N: N9 e( S# |: y: x2 QIf the Board of Directors does not declare a dividend, or any part thereof, on
# D0 ]7 S/ j" }- N3 I3 o8 z# nthe Preferred Shares Series 18 on or before the dividend payment date for a
" u# N a5 C, xparticular quarter, then the entitlement of the holders of the Preferred1 s$ X( p8 d& M; q
Shares Series 18 to receive such dividend, or to any part thereof, for such
& s B9 o+ `8 x7 m! a+ vquarter will be forever extinguished.: A- z; y% [" ^4 X, @2 |
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
" E& ]' Y, D/ u4 I+ @+ q9 z2 gSuperintendent and to the provisions described below under ‘‘Details of the/ P4 p& O" F9 k
Offering — Certain Provisions of the Preferred Shares Series 18 as a) H# `+ [3 J- T4 d' Y/ K, r3 a5 U
Series — Restrictions on Dividends and Retirement of Shares’’, on
* s* `# [4 G/ @( C3 D* iFebruary 25, 2014 and on February 25 every five years thereafter, on not% f# J* y9 F0 n- m7 |
more than 60 nor less than 30 days’ notice, the Bank may redeem all or any
1 x& ~& a) `6 [9 \+ S ?part of the then outstanding Preferred Shares Series 18, at the Bank’s option* ?* ~& n6 w ` F9 g
without the consent of the holder, by the payment of an amount in cash for
5 v/ _. V: a; p1 {each such share so redeemed of $25.00 together with all declared and unpaid
; p& f8 |4 s" h# w) r4 z5 Udividends to the date fixed for redemption.
' a, W; h# P9 R2 d% p7 NConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic& `% C' ~! ?$ a: \- D9 T
Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have, g7 f7 Y0 n j7 b; x$ \
the right, at their option, to convert, on February 25, 2014 and on
3 d4 Y2 Z% d+ _$ X" f3 \; T7 H( NS-4+ v" ~/ F/ O6 o7 p- j1 j' ~
February 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any
& w) G$ r c* ]) Q1 u. B$ Vor all of their Preferred Shares Series 18 into an equal number of Preferred
* ` r7 ^- Z( b! \/ k/ aShares Series 19 upon giving to the Bank notice thereof not earlier than9 l, y' q8 a0 o; K
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day! [0 D$ y, P8 Z |3 V
preceding, a Series 18 Conversion Date.' K" o# e' {" B2 ~9 e
Automatic Conversion If the Bank determines, after having taken into account all shares tendered) E8 C" b, _) a% ? l+ ~+ Z O/ m
Provisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares: ?5 c( t! b4 ?& w# U6 p. V, Q
Series 19, as the case may be, that there would be outstanding on such+ @* T( S% y3 m7 C9 A
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,! B% B' E+ }4 K2 N+ [& x
such remaining number of Preferred Shares Series 18 will automatically be
0 z& w9 z; p* o- Jconverted on such Series 18 Conversion Date into an equal number of
7 l: T5 Q( I0 S; u0 ^Preferred Shares Series 19. Additionally, if the Bank determines that, after/ e) Z! m4 M' o0 D& v9 H8 @! X
conversion, there would be outstanding on such Series 18 Conversion Date
; o4 ~/ h* Q! Q: fless than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
/ ^$ C8 f( F4 R- X3 {Series 18 will be converted into Preferred Shares Series 19.
6 w& g5 p0 a8 DVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
, G8 D2 ?2 m- g/ GSeries 18 will not be entitled as such to receive notice of, attend, or vote at,3 W/ w9 Z' N1 E3 w: X( S7 C
any meeting of the shareholders of the Bank unless and until the first time at
. F' C& b7 y% _6 xwhich the Board of Directors has not declared the whole dividend on the1 d1 S. ?5 w- F
Preferred Shares Series 18 in any quarter. In that event, subject as
) q! w* w. m4 dhereinafter provided, the holders of Preferred Shares Series 18 will be$ P: \) G& H3 P: f! _9 v4 ~, O
entitled to receive notice of, and to attend, meetings of shareholders at which
- O6 h1 [5 c! @+ d; Q6 udirectors of the Bank are to be elected and will be entitled to one vote for
/ t: ]( P" l' [0 oeach Preferred Share Series 18 held. The voting rights of the holders of the/ p3 n" G5 R+ o; W2 v* G
Preferred Shares Series 18 will forthwith cease upon payment by the Bank of
6 `5 N% P. l( j% Bthe first dividend on the Preferred Shares Series 18 to which the holders are
* X F d+ F5 {5 F! H4 V9 A# Wentitled thereunder subsequent to the time such voting rights first arose until
y/ ~4 X# D8 Q0 z3 N, O$ v }$ ^0 Esuch time as the Bank may again fail to declare the whole dividend on the; g! o' G+ l0 \; m+ j* @, r' P
Preferred Shares Series 18 in respect of any quarter, in which event such2 B+ Z$ p+ D* }2 t1 j
voting rights will become effective again and so on from time to time.
f4 i$ J% @4 D8 z- zPrincipal Characteristics of the Preferred Shares Series 19* v( v# ^& x1 b1 a T8 H+ I
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive8 L2 |; X0 B( ]5 i, |5 X4 E
floating rate non-cumulative preferential cash dividends, as and when) \+ s8 z% r. B9 [% i! y0 r
declared by the Board of Directors, subject to the provisions of the Bank Act,
: e& ?# G0 y0 j( U% A' X2 bpayable quarterly on the 25th day of February, May, August and November0 Y! j6 W3 u: m' U5 e6 T
in each year, in the amount per share determined by multiplying the
# [8 [+ q/ w. T1 r7 {applicable Quarterly Floating Dividend Rate by $25.00.
' A) `* o) B' v- I9 ?- wOn the 30th day prior to the commencement of the initial quarterly dividend
, ]; [& n% X: q' s0 Lperiod beginning on February 25, 2014, and on the 30th day prior to the first7 `1 g7 [( |" C% i0 f) Q; {
day of each subsequent quarterly dividend period (the initial quarterly/ b& L- |8 T) ~, |+ J3 B# I. |
dividend period and each subsequent quarterly dividend period is referred to
H4 y, L4 `; {' j/ C1 nas a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the: b$ d3 J" N8 o- ]
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
, \& C# b& ^5 C4 S6 T M4 Q5 yPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the
% g3 ^9 _% c4 O+ d6 DT-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
S0 {. d4 d6 q# F( _+ n7 R; Xelapsed in the applicable Quarterly Floating Rate Period divided by 365)* n! ?1 C. m' m& ]# v
determined on the 30th day prior to the first day of the applicable Quarterly: C0 s8 k! q/ D
Floating Rate Period.
1 ]0 ~( ? N/ m! \S-5
" [' X9 T9 `/ R: w* SIf the Board of Directors does not declare a dividend, or any part thereof, on) c& C% w6 A7 @" K
the Preferred Shares Series 19 on or before the dividend payment date for a6 Q! ~0 ^: G/ }# `' q( w5 m1 }
particular quarter, then the entitlement of the holders of the Preferred2 z& |, V8 d) d7 S7 h [
Shares Series 19 to receive such dividend, or to any part thereof, for such( J' v" }7 I6 {1 r: \
quarter will be forever extinguished.4 a6 Q8 B; b$ U) y
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the6 p" l3 o# X+ N8 M
Superintendent and to the provisions described below under the heading
2 z$ [, O5 `+ r% p‘‘Details of the Offering — Certain Provisions of the Preferred Shares: e6 x& t6 N4 X' ^
Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,3 \$ U8 K. x ?0 k+ m1 X! x& E
on not more than 60 nor less than 30 days’ notice, the Bank may redeem all
3 L: e3 {, j6 K5 L; m( Y# |or any part of the then outstanding Preferred Shares Series 19, at the Bank’s) n# S/ j8 D6 `- `
option without the consent of the holder, by the payment of an amount in
2 E9 H( X" Y: `cash for each such share so redeemed of (i) $25.00 together with all declared
`% i! B, u5 B( hand unpaid dividends to the date fixed for redemption in the case of
5 G! b% N9 l/ g4 N j7 Q% k. `redemptions on February 25, 2019 and on February 25 every five years
" R3 O% @ I, B. Vthereafter, or (ii) $25.50 together with all declared and unpaid dividends to
% }* V' e# h$ P, U& d# U% ^' B/ Gthe date fixed for redemption in the case of redemptions on any other date
( x' K" ]8 ?2 Y6 S& J3 i) ton or after February 25, 2014.
+ C* m) q8 K5 h. D* C" { JConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic2 z( Z; i: `7 n( d6 @: B
Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
3 O$ d" y/ {# Y2 v, ?2 @/ d2 e- y6 hthe right, at their option, to convert, on February 25, 2019 and on! Z* S# K% a. M4 R" P3 C) s4 S8 u
February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any& h/ T7 O% Q9 v
or all of their Preferred Shares Series 19 into an equal number of Preferred- ]- X1 a! H6 Q5 Y$ K! V4 D
Shares Series 18 upon giving to the Bank written notice thereof not earlier
0 K' F q; V8 |( z" E! Qthan 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the7 ?( i/ Q3 S: ?$ L/ [, o
15th day preceding, a Series 19 Conversion Date.
1 X" O+ x4 \/ s/ \& r8 j$ GAutomatic Conversion If the Bank determines, after having taken into account all shares tendered ] i5 U/ N4 r% P/ @9 o- o* ~: Z
Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares
" C8 r2 H. Q" f" b0 xSeries 18, as the case may be, that there would be outstanding on such
: j8 T F9 M. p) L# ~2 X( O3 WSeries 19 Conversion Date less than 1,000,000 Preferred Shares Series 19," Y: K0 _ p1 k3 r. t( t: [5 P a: }1 N! C
such remaining number of Preferred Shares Series 19 will automatically be
! I' m/ h4 z; l" F( `: q- C( A2 Qconverted on such Series 19 Conversion Date into an equal number of
6 `3 t+ @1 r" u6 T* CPreferred Shares Series 18. Additionally, if the Bank determines that, after$ B6 b5 Q1 _6 Y$ m% i! j
conversion, there would be outstanding on such Series 19 Conversion Date% R0 C! r7 n; ?" y- r: D0 _
less than 1,000,000 Preferred Shares Series 18 then no Preferred Shares
/ z! M: j4 }# ?: q6 USeries 19 will be converted into Preferred Shares Series 18.
" z5 S: @: _5 T1 L1 v3 MVoting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares% v: L, Y4 m# s" O' p
Series 19 will not be entitled as such to receive notice of, attend, or vote at,; N; m: s) V& a" p' m) O
any meeting of the shareholders of the Bank unless and until the first time at. _& q, H$ w+ |6 H/ y
which the Board of Directors has not declared the whole dividend on the8 W) B& @6 r) B$ S
Preferred Shares Series 19 in any quarter. In that event, subject as% {- S( A+ O8 ^' v
hereinafter provided, the holders of Preferred Shares Series 19 will be
, m8 Z: d1 w' K& A1 Uentitled to receive notice of, and to attend, meetings of shareholders at which( y5 X9 k* n" ^% X9 i
directors of the Bank are to be elected and will be entitled to one vote for
) j$ [2 l5 B2 l6 Aeach Preferred Share Series 19 held. The voting rights of the holders of the! S$ f- ^+ _- \7 T- n3 |
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of8 H4 r- l' N6 q4 m' `
the first dividend on the Preferred Shares Series 19 to which the holders are
! k5 Z/ I9 S- x: ]- u; ?entitled thereunder subsequent to the time such voting rights first arose until
& I6 A* q6 n9 \7 @, X9 m! Csuch time as the Bank may again fail to declare the whole dividend on the
4 Y2 I1 f1 u% p' X0 nPreferred Shares Series 19 in respect of any quarter, in which event such
2 C7 ~$ ? j/ Evoting rights will become effective again and so on from time to time.
, E& x; B' Z* {- ^4 n3 DS-6. [! s J1 d; X V
Priority: The preferred shares of each series of the Bank will rank on a parity with. Y& R6 e% h3 e! |- b: H
every other series and are entitled to preference over the common shares of% [1 W; |- u0 {; O l
the Bank and over any other shares of the Bank ranking junior to the
4 T Q+ ~! G# y/ d/ Xpreferred shares with respect to the payment of dividends and upon any
0 R, I5 m6 C4 ?. X8 Adistribution of assets in the event of the liquidation, dissolution or
, {$ j: \: n, X4 f" U3 O* Fwinding-up of the Bank.3 Q; x6 A3 C: \: R5 B8 @; W
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under9 U2 v% K8 A; F/ Q
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares3 `3 z7 y7 c0 |8 H
Series 18 and Preferred Shares Series 19 will not be required to pay tax on
* d7 n; m3 a2 X ^! I# ]6 V& I- Xdividends received on such shares under Part IV.1 of such Act. |
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