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发表于 2008-11-29 16:58
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下面是BMO的:
# x# D, F1 Z" vSUMMARY OF THE OFFERING
8 o# K) l+ C- S' cThis 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’’.' p; w4 ?- ?- \' ~8 a0 r' X
Issue: Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 18.
8 m" t4 Q6 [2 R* q2 AAmount: $150,000,000 (6,000,000 shares).! ^, I, |0 F* G2 D/ m" S/ \. k% q, Y1 h
Price and Yield: $25.00 per share to yield initially 6.50% per annum.! u& w5 }& D0 \7 }$ s: s$ E
Principal Characteristics of the Preferred Shares Series 187 r9 n! b( e, y+ c4 S9 N
Dividends: The holders of the Preferred Shares Series 18 will be entitled to receive fixed0 [. ^9 t9 w- v9 |1 h+ a1 R9 o
non-cumulative preferential cash dividends, as and when declared by the2 v' \6 F7 U/ \
Board of Directors, subject to the provisions of the Bank Act, for the initial
- ~* F( C6 U6 R, \9 ?, @period commencing on the closing date and ending on and including
6 M9 c+ N) |! ]6 z7 s4 J) D6 a' K( PFebruary 25, 2014 (the ‘‘Initial Fixed Rate Period’’), payable quarterly on the# l }6 N3 i+ Q4 W9 C1 A% t0 C
25th day of February, May, August and November in each year, at a rate8 `, o. X2 d% w: b0 Y4 I& R
equal to $0.40625 per share. The initial dividend, if declared, will be payable
, J) o6 i* @* ?* kMay 25, 2009 and will be $0.73459 per share, based on the anticipated closing* g3 u( c/ y3 U9 C! s3 ?
date of December 11, 2008.* V6 U M; i/ [4 ~' d
For each five-year period after the Initial Fixed Rate Period (each, a
" s4 W- e: K9 ]‘‘Subsequent Fixed Rate Period’’), the holders of the Preferred Shares
! {1 X8 k; F( ~ k8 D2 { `Series 18 will be entitled to receive fixed non-cumulative preferential cash
% M4 D- i! ]: B& T, L* b; F% i9 W4 y. rdividends, as and when declared by the Board of Directors, subject to the7 O$ N1 {7 b# N
provisions of the Bank Act, payable quarterly on the 25th day of February,
! T) g, z: F: m9 OMay, August and November in each year, in the amount per share per annum
! p- V3 k$ R P3 e: I" O3 edetermined by multiplying the Annual Fixed Dividend Rate applicable to
7 \ O. I6 _& xsuch Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend6 e8 U6 p" G" W0 [, j- J4 l
Rate for the ensuing Subsequent Fixed Rate Period will be determined by the5 O+ L0 B$ x6 ?& F( [* T. M
Bank on the 30th day (a ‘‘Fixed Rate Calculation Date’’) prior to the first day
- ]: ~( I$ Q L' H6 B Eof such Subsequent Fixed Rate Period and will be equal to the sum of the4 K/ @8 }& o( j# I9 H# A: n; p4 l6 C
Government of Canada Yield on the applicable Fixed Rate Calculation Date; ^7 U7 A- P4 f" [' H; e+ H/ N
plus 3.83%.- s' V2 ] z9 r
If the Board of Directors does not declare a dividend, or any part thereof, on
, [+ j( [% X) Pthe Preferred Shares Series 18 on or before the dividend payment date for a
; _2 E$ j" k: a$ fparticular quarter, then the entitlement of the holders of the Preferred
; v4 A) J; P! `( }Shares Series 18 to receive such dividend, or to any part thereof, for such
; m$ x. F# s) j3 c8 [' o7 [quarter will be forever extinguished.# h0 d1 ]- H$ f5 x
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
7 W7 D* I, I+ v, J3 G; ^7 C) P4 m1 aSuperintendent and to the provisions described below under ‘‘Details of the
" `) j, x' _: M" MOffering — Certain Provisions of the Preferred Shares Series 18 as a4 Z4 |& V# [6 Z0 Y
Series — Restrictions on Dividends and Retirement of Shares’’, on- t1 x; f$ o8 I! U! T
February 25, 2014 and on February 25 every five years thereafter, on not
! u. R( D% e. F* gmore than 60 nor less than 30 days’ notice, the Bank may redeem all or any
! ]3 h( ^4 p" ` r5 K& jpart of the then outstanding Preferred Shares Series 18, at the Bank’s option
# Q* M6 v' o3 I- k% @8 E9 P+ lwithout the consent of the holder, by the payment of an amount in cash for; U- l# A; D2 [ ~) n/ f# F
each such share so redeemed of $25.00 together with all declared and unpaid
0 @. }) ]! ?5 E$ L$ f, O1 [dividends to the date fixed for redemption.
/ T# {2 L' F0 h$ G6 N) X! G& k: xConversion into Preferred Holders of Preferred Shares Series 18 will, subject to the automatic
8 ~! Z- \5 _6 \/ Y G/ {Shares Series 19: conversion provisions and the right of the Bank to redeem those shares, have2 M$ M* }: x. Z
the right, at their option, to convert, on February 25, 2014 and on6 m# L& {0 `) ~2 R# q! Y. X
S-4
4 \- B0 i" ^- V- Y: QFebruary 25 every five years thereafter (a ‘‘Series 18 Conversion Date’’), any# H- T, R4 Z# C ?7 q
or all of their Preferred Shares Series 18 into an equal number of Preferred
9 P) ?- [, [! `Shares Series 19 upon giving to the Bank notice thereof not earlier than0 z7 V z/ }$ J& s
30 days prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day
9 U3 W1 u+ E$ G3 c" k+ ^2 j5 H# lpreceding, a Series 18 Conversion Date.0 r o- w0 w7 d6 l: e% |1 p, l2 z: E
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
; |- X( u8 b: FProvisions: for conversion by holders of Preferred Shares Series 18 and Preferred Shares- y; ?6 T* n! i2 r b- F
Series 19, as the case may be, that there would be outstanding on such; C" z% a5 |* h( Q$ r5 e
Series 18 Conversion Date less than 1,000,000 Preferred Shares Series 18,+ k. D! Q( D9 A( ?+ {0 \
such remaining number of Preferred Shares Series 18 will automatically be
$ r# ?6 Q' I+ c9 Y" ]converted on such Series 18 Conversion Date into an equal number of
+ Z) Z% I1 I) Z* Y. s" bPreferred Shares Series 19. Additionally, if the Bank determines that, after3 V( g% N7 ]9 F+ _! g* \
conversion, there would be outstanding on such Series 18 Conversion Date$ d4 @" \( K% S6 s, z: ]+ Z
less than 1,000,000 Preferred Shares Series 19 then no Preferred Shares
+ u0 Y' o# L6 QSeries 18 will be converted into Preferred Shares Series 19.' R3 A) n& D* ]# V2 C0 |6 J
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares4 ?' N6 ~+ l) b- |- \
Series 18 will not be entitled as such to receive notice of, attend, or vote at,2 p0 k0 {! L' ?
any meeting of the shareholders of the Bank unless and until the first time at
Q6 Z7 z; Q8 K! L/ T/ w @0 z) ^which the Board of Directors has not declared the whole dividend on the
' y: D) r# H) }0 _- w( V1 U' Q9 \Preferred Shares Series 18 in any quarter. In that event, subject as" ]3 Y: ~! @+ n4 U% I
hereinafter provided, the holders of Preferred Shares Series 18 will be8 d6 @; {2 g5 L' x% E
entitled to receive notice of, and to attend, meetings of shareholders at which
' M: r& T7 V) V a, }! O. z% a, zdirectors of the Bank are to be elected and will be entitled to one vote for, X' F) n) ?2 I, _/ b& t
each Preferred Share Series 18 held. The voting rights of the holders of the
# H. R9 o6 U4 l6 n* m0 tPreferred Shares Series 18 will forthwith cease upon payment by the Bank of
d; i$ H9 J) t3 j+ Z& _ X* d+ mthe first dividend on the Preferred Shares Series 18 to which the holders are. V! [: y5 @* r# R9 V! w. j
entitled thereunder subsequent to the time such voting rights first arose until
( v u$ Q7 D& K9 lsuch time as the Bank may again fail to declare the whole dividend on the0 T' F2 q, M% d4 p4 e' k; p/ N0 u
Preferred Shares Series 18 in respect of any quarter, in which event such
, a t6 T2 k, ]6 M7 Ivoting rights will become effective again and so on from time to time.3 f8 q$ @, E- f: |+ q! u/ ]
Principal Characteristics of the Preferred Shares Series 19( K: _' \* ^$ s
Dividends: The holders of the Preferred Shares Series 19 will be entitled to receive
8 K) t/ }0 `' V5 E" R3 Pfloating rate non-cumulative preferential cash dividends, as and when
2 z6 s( L6 Y- Ddeclared by the Board of Directors, subject to the provisions of the Bank Act,
1 m; O6 f, {/ w% r" l! R" D/ Kpayable quarterly on the 25th day of February, May, August and November% O; |8 ?9 @4 r) ^% m. L. Q6 r
in each year, in the amount per share determined by multiplying the
1 u* ]: L8 F9 Y x4 E6 m& L: T) C+ mapplicable Quarterly Floating Dividend Rate by $25.00.5 ?# [# Q0 @! [. M
On the 30th day prior to the commencement of the initial quarterly dividend
- A7 C3 \/ q2 o0 j) Q V# d+ }period beginning on February 25, 2014, and on the 30th day prior to the first7 [+ z, E* J3 C! j2 F6 G" H- k; r
day of each subsequent quarterly dividend period (the initial quarterly
+ _+ G! T/ Y+ J: \/ ^8 a9 Bdividend period and each subsequent quarterly dividend period is referred to- n l- q# {7 S$ Q; g/ ~
as a ‘‘Quarterly Floating Rate Period’’), the Bank will determine the. X* [' u2 |# g% s, s4 j
Quarterly Floating Dividend Rate for the ensuing Quarterly Floating Rate
* h. {1 r* N! H# ?2 P: }0 W9 x% LPeriod. The Quarterly Floating Dividend Rate will be equal to the sum of the7 X6 l9 r' p$ b( ]4 }4 K
T-Bill Rate plus 3.83% (calculated on the basis of the actual number of days
# z9 X& J7 b7 K( Uelapsed in the applicable Quarterly Floating Rate Period divided by 365)3 d2 h3 R& h! w) X* F: N
determined on the 30th day prior to the first day of the applicable Quarterly
; }- H' k# g! i' kFloating Rate Period.7 x$ |+ P2 \- n* O5 R0 Q; t
S-55 [' u) P/ U- T' c& C
If the Board of Directors does not declare a dividend, or any part thereof, on9 P, Q$ f0 S, M4 O
the Preferred Shares Series 19 on or before the dividend payment date for a
2 w& |) x; V2 ^1 u% e5 x/ Y; Nparticular quarter, then the entitlement of the holders of the Preferred4 _7 ^: ?! l e5 M- T
Shares Series 19 to receive such dividend, or to any part thereof, for such
5 `) Y" _! y. @' { lquarter will be forever extinguished.1 w- [6 P5 M( }* }6 A1 H' _& P
Redemption: Subject to the provisions of the Bank Act and to the prior consent of the
* ], C9 v8 j$ k. n$ dSuperintendent and to the provisions described below under the heading# A0 j$ ~) y8 C# M) K1 O
‘‘Details of the Offering — Certain Provisions of the Preferred Shares
. y3 B3 {7 k# P0 ^Series 19 as a Series — Restrictions on Dividends and Retirement of Shares’’,
) M& W5 j1 f- g# g& `on not more than 60 nor less than 30 days’ notice, the Bank may redeem all8 i* B5 o+ c9 I) s7 D3 {; ]0 j
or any part of the then outstanding Preferred Shares Series 19, at the Bank’s
7 ~' Z9 s. J6 e$ O ^option without the consent of the holder, by the payment of an amount in4 U2 N2 G. \0 S) P( W
cash for each such share so redeemed of (i) $25.00 together with all declared
5 d6 `& ^' A) @- B, _$ [and unpaid dividends to the date fixed for redemption in the case of
; w Z, H, O: F: r, p$ Zredemptions on February 25, 2019 and on February 25 every five years; P' _7 I9 b; {$ a
thereafter, or (ii) $25.50 together with all declared and unpaid dividends to
; _4 e" d. L+ k$ Uthe date fixed for redemption in the case of redemptions on any other date9 P( J; d+ Q& J4 @: j% f
on or after February 25, 2014.
- c, `7 G* H6 v$ ~0 T( r, DConversion into Preferred Holders of Preferred Shares Series 19 will, subject to the automatic
' R7 U: y7 J2 F" `Shares Series 18: conversion provisions and the right of the Bank to redeem those shares, have
( I5 |! X8 c8 ]: Dthe right, at their option, to convert, on February 25, 2019 and on
- ]4 x9 E& C8 `February 25 every five years thereafter (a ‘‘Series 19 Conversion Date’’), any
, l* H% d8 E; x0 L& [or all of their Preferred Shares Series 19 into an equal number of Preferred# g, {8 U F- n' O" w% @
Shares Series 18 upon giving to the Bank written notice thereof not earlier( ]3 R# J3 |, }4 t- x- J/ m
than 30 days prior to, but not later than 5:00 p.m. (Toronto time) on the
( _" J: U6 h" O1 w S) ]15th day preceding, a Series 19 Conversion Date.- P% ~) T5 t6 g" e8 [ ?2 V- u, d
Automatic Conversion If the Bank determines, after having taken into account all shares tendered
* A$ T# j: N" g# |Provisions: for conversion by holders of Preferred Shares Series 19 and Preferred Shares' o+ |" i- d! m' [* ` z
Series 18, as the case may be, that there would be outstanding on such* b9 j+ I$ z3 v
Series 19 Conversion Date less than 1,000,000 Preferred Shares Series 19,: l- D; i, r. U6 H4 s, Y
such remaining number of Preferred Shares Series 19 will automatically be
# a1 p+ d5 d% Y% j2 uconverted on such Series 19 Conversion Date into an equal number of
5 ]1 ^9 w$ c n+ i ^1 GPreferred Shares Series 18. Additionally, if the Bank determines that, after% ] u% n! y$ _/ k8 p; c
conversion, there would be outstanding on such Series 19 Conversion Date
- s$ n3 f. F# q, n( b- Iless than 1,000,000 Preferred Shares Series 18 then no Preferred Shares$ P2 Y' n, W4 @4 C3 J9 L; h: p
Series 19 will be converted into Preferred Shares Series 18.( E) q) }1 R% n0 R
Voting Rights: Subject to the provisions of the Bank Act, the holders of Preferred Shares
. B2 G/ J8 C l, L& OSeries 19 will not be entitled as such to receive notice of, attend, or vote at,$ E2 d& v' ?/ f1 @0 W$ V$ ?" G
any meeting of the shareholders of the Bank unless and until the first time at
: H) l3 S+ @1 b9 i; j" iwhich the Board of Directors has not declared the whole dividend on the
( T. W' S/ M& k1 \* rPreferred Shares Series 19 in any quarter. In that event, subject as2 \0 R* r5 t" K' V* j8 F
hereinafter provided, the holders of Preferred Shares Series 19 will be& {9 [, A( R0 ?
entitled to receive notice of, and to attend, meetings of shareholders at which
) l m5 h: D# g$ E: Z! Vdirectors of the Bank are to be elected and will be entitled to one vote for
( g: M6 ?2 ]; r. Q' A. I7 _each Preferred Share Series 19 held. The voting rights of the holders of the% r* E x- x. z8 Y
Preferred Shares Series 19 will forthwith cease upon payment by the Bank of* A; p% W, ~+ }9 m; @% j5 u& e
the first dividend on the Preferred Shares Series 19 to which the holders are! @: U6 q) L( t; G- R! a
entitled thereunder subsequent to the time such voting rights first arose until
7 B% i# V. f4 d: E- \such time as the Bank may again fail to declare the whole dividend on the+ y( C9 P% d- m7 [2 N) w0 R
Preferred Shares Series 19 in respect of any quarter, in which event such2 \/ U, p1 B2 T6 J
voting rights will become effective again and so on from time to time.% y% K2 |' V4 Q9 p" e% B) Z
S-6: U& F7 m) Q! f1 Z9 {# H9 M4 X
Priority: The preferred shares of each series of the Bank will rank on a parity with( x& g. N( H0 c1 A1 a
every other series and are entitled to preference over the common shares of
, M4 q0 i2 L- Vthe Bank and over any other shares of the Bank ranking junior to the
/ f0 r7 S6 ?$ W- v$ dpreferred shares with respect to the payment of dividends and upon any m, k" R* o& r* L" N
distribution of assets in the event of the liquidation, dissolution or
1 s( [8 U R" j8 B7 S( E, Rwinding-up of the Bank.9 ?; w0 N- T, c; H
Tax on Preferred Share The Bank will elect, in the manner and within the time provided under& y: f$ B. z) G! U$ r2 c
Dividends: Part VI.1 of the Act to pay tax at a rate such that holders of Preferred Shares
: m5 |7 V- B% ZSeries 18 and Preferred Shares Series 19 will not be required to pay tax on
6 s: F) h; n: M/ T( Odividends received on such shares under Part IV.1 of such Act. |
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